Conditions of Sale

Group Conditions of Sale

GROUP CONDITIONS OF SALE AND TRADING TERMS AND CONDITIONS
(Please note that the following terms are only applicable to South African Contracts – ALL International Contracts are negotiated)

1. DEFINITIONS
 
In these terms and conditions of contract, which shall be applicable to all transactions between the Company and the customer: The Company means specifically any Company falling within the OFT Group of Companies (see www.oftgroup.co.za for full details) and applies to any of the affiliates and subsidiaries of the Group Companies. The customer means the Person, Firm, Holding Company, Partnership, Close Corporations, Association, Trust, or any Local, Regional, Provisional or Central Authority or any Utility or other Corporation purchasing from the Company or using services of the Company.


Please note that OFT Holdings only binds itself by way of signed agreements. "Signed" refers to a hand-written signature, excluding any signature appended by electronic communication as defined in the Electronic Communications and Transactions Act, No 25 of 2002.

2. INSTRUCTIONS  


 a) As all our accounts are maintained on an accounting mainframe any purchase orders, site instructions or project directives forwarded to any OFT Group Company will be recorded in writing and kept on record. Should you require a copy of any of the above in which you are a party to the instruction, please request these from our finance department to eliminate any misunderstandings that may arise.

 b) If any Company has not recorded the customer's instructions accurately either verbally or in quoted format, please notify us immediately. Whilst all care and attention will be taken in the interpretation of customer’s requirements, the Company will not accept responsibility or liability for any services, works or products which are supplied as per quoted specification. Should there be any dispute in this regard, the relevant applicable industry specification issued by a recognised entity will be deemed as the ruling guideline.  


 c) Clients are urged to issue instructions and orders in writing to avoid possible complications.

3. VAT  

 a) All charges to be levied are quoted exclusive of VAT unless otherwise stated.

 b) An official tax invoices clearly displaying the relevant entity’s VAT number must be supplied and signed off prior to payment.

 c) Please direct any account enquiries to the professional handling your matter, or to our accounts department.
     Telephone number: +27-41- 586-1400
     E-mail:  This email address is being protected from spambots. You need JavaScript enabled to view it. for further attention.  

4. PAYMENT   

 a) For security reasons, we prefer that all our accounts be paid by EFT, by Irrevocable Letter of Credit from a Financial Institution recognized by our South African commercial bank, by Bank Guaranteed cheque or by way of an inter-bank Swift credit transfer.

 b) If you wish to settle outstanding amounts in cash, please insist on a receipt being issued to you by an authorized staff member reflecting said payment to avoid any possible misunderstanding.

 c) If you remit by way of an inter-bank credit transfer, please note that all bank fees, finance costs, transfer costs and commissions are for the client’s account. Upon affecting payment please fax a copy of the deposit, reference or tracking numbers to us to assist us in identifying the payment.  By using a reference / invoice number when making payment the possibility of an incorrect allocation is minimised.


 d) Any payment made and not cleared into our commercial current or CFC account will not deemed as settlement or discharge any debts until funds are cleared. Our customers are     advised to ensure that funds are tracked until final clearance and authorization has been affected by our financial institution.  

5.  NEGOTIABLE INSTRUMENTS  

Any promissory note, bill of exchange, or other negotiable instruments received by the Company from the customer shall not be a novation of the debt for which it is given and the customer waives presentment, notice of dishonour and protest where applicable.  

6.  DISCOUNTS  

 a) The contract price is strictly net and not subject to any discounts unless otherwise agreed in writing and signed off by an authorised representative of the Holding Company.

 b) If any discount is agreed to in writing it shall only be allowed if payment is received by the Holding Company on or before the due date and shall only apply to the actual price of the goods themselves.

 c) Only Directors are authorised to provide discounts and the Company will not be bound by discounts offered by unauthorised staff members.

7.  DELIVERY  

 a) Unless arrangements are made to the contrary, delivery shall be made to the customer at the premises indicated on the quotation, alternatively at the principle place of business of the relevant Company.

 b) Should a date for delivery be agreed upon and the customer / client fails to take delivery on the said date by virtue of collection of the goods from the Company’s premises, market related storage fees shall be charged for the storing of such goods. The Company shall not be responsible for the safekeeping of such goods and such risks pass to the client upon the delivery date agreed upon unless otherwise agreed in writing.

 c) Should the Company at the customer's request agree to engage a carrier to transport the goods on behalf of the customer then:
     c.1) the Company is authorised to engage a carrier on such terms and conditions as it deems fit;
     c.2) the Customer indemnifies the Holding Company against all demands and claims which may be made against it by the carrier so engaged and all liability which the Company may incur to the carrier arising out of the transportation of goods.
     c.3)  the risk shall pass to the customer when the goods leave the Company's premises or on delivery to the customer whichever is sooner.
 
 d) The Company will not, under any circumstances, accept liability for any claim for any alleged shortage or defect in the delivery of the goods, or failure of the goods to comply with the contract, unless written notice of the claim is received by the Company within 7 days after receipt of the goods by the customer.


 e) Notwithstanding any other provision in the contract to the contrary the Company's obligation to deliver the goods shall in all cases be subject to the condition precedent that it has sufficient stocks of goods on hand.  


 f) The Company will not accept any liability for any losses suffered or damage cause due to any delays beyond the reasonable control of the Company.

8.  OWNERSHIP  

 a) Notwithstanding the delivery of any goods to the customer, ownership thereof shall not pass until the Company has received payment of the full contract price.

9.  WARRANTY  

The company warrants to the customer that all goods manufactured by the Company will be free of defects in material and workmanship, subject to the following limitations:  

 a) The Company's liability under this warranty shall be limited to repairing or replacing any goods or parts thereof failing to comply therewith, with reasonable promptness, at such place  as the Company may select, providing it receives written notice of the alleged defect within 7 days from date of receipt of the goods.

 b) The Company shall not be liable for any expenses in respect of transport and/or delivery and/or any related expenses which may be incurred in returning, repairing, replacing or  rejecting the parts, apart from the cost of the parts or labour.

10.  RETURN OF GOODS    

If in the exercise of its discretion the Company shall agree, at the request of the customer, to accept the return of any goods for credit, which goods were correctly supplied by the Company and not faulty or subject to any claim.  In such instances the customer shall automatically and without the necessity for any further agreement be liable to pay the Company a handling charge of 15% on the invoice price of the goods returned.  

11.  INTELLECTUAL PROPERTY  

 a) Due to the fact that the Companies within the OFT Group provide specialist services, it needs to be recorded that whilst providing these services the Company’s efforts may result in the creation of intellectual property. Unless pre-arranged, in writing, and agreed to by both parties, such intellectual property shall remain the property of the OFT Group Company and  will be made available to the client for use in relation to the purpose for which it was acquired.

 b) All proprietary and moral rights in relation to the intellectual property shall remain with the relevant OFT Group Company.

 c) All the information and documentation used by the Company in execution of its duties and/or used in supply of goods, are the property of the OFT Group Company and are protected by copyright.   

 d) Customers and Clients are referred to the Copyright and Trademark information as provided in the link at the bottom of the website.

12.  LIMITATION OF LIABILITY  

 a) In order to protect and secure the interests of our clients, all Companies within the OFT Group, where applicable, has insurance cover which is offered to the customers of the OFT Group and its associate companies as protection against any claim that may arise due to the business relationship with our customers. Should any customer wish to be notified of professional and performance securities please ensure that the relevant information is to your satisfaction prior to entering into any supply or service contracts.

 b) The extent of this cover as supplied in respect of claims arising out of the provision of services or products supplied shall be limited to the amount recoverable by our customers in terms of our relevant insurance cover.

 c) Details of our insurers and the extent and nature of our insurance coverage will be made available on request to qualifying customers.

13.  EXCLUSIONS  

 a) All specifications, illustrations, drawings, diagrams, price lists, dimensions, performance figures, advertisements, brochures and other technical data furnished by the Company in   respect of the goods, and whether in writing or not, are furnished only on the basis that they do not form part of the contract or be relied upon by the customer for any purpose, unless and to the extent that they are expressly warranted or guaranteed in writing by the Company and are, as such, expressly stated by Company to form part of the Contract.  

 b) The Company shall in no circumstances whatsoever be liable for any loss of profit or any damage, direct or indirect, consequential or otherwise, sustained by the customer.

 c) Subject to and without any limiting the provisions of 13(b) the Company's liability to the customer for any damages sustained by the customer from any cause whatever shall in   any event and under all circumstances be limited to the replacement of defective goods.


 d) Insofar as any of the Company's obligations under the contract are carried out by any of its servants, agents or sub-contractors, the provisions of 13(b) and 13(c) are stipulated for their benefit as well as the Company and each of them shall be exempted accordingly.    

 e) The customer shall not have any claim of any nature whatever against the Company for any failure by the Company to carry out any of its obligations under the contract as a result of vis major, including but without being limited to any strike, lock-out, shortage of labour or materials, delays in transport, accidents of any kind, any default or delay by any Sub-contractor or supplier of the Company, riot, political or civil disturbances, the elements, any act of any State or Government, any delay in securing any permit, consent or approval required by the Company for the supply of goods under the contract, or any other authority or any other cause whatever beyond the Company's control.

14.  PROOF OF INDEBTEDNESS  

A certificate signed by any director or other authorised official of the Company showing the amount due and owing by the customer to the Company at any given time shall be conclusive proof of the facts therein stated for the purpose of all legal proceedings against the customer for recovery of the said amount.

15.  FINANCIAL INTELLIGENCE CENTRE ACT 38 OF 2001 (FICA)  

 a) The Company is obligated to keep records of the business relationship with all our clients and will adhere to FICA requirements where applicable.  

16.  SUSPENSION OF COMPANY'S OBLIGATIONS   

 If any amount owed by the Customer is not paid on due date, the Company may without prejudice to any other right it may have, immediately suspend the carrying out of any of its then uncompleted obligations until payment of the outstanding amount as well as interest and any legal costs, where applicable, is made.  

17.  CANCELLATION  

 a) The Company may cancel the contract or any uncompleted part of it if the customer commits a breach of any of the terms and conditions of the contract; or being an individual or a trust, is placed under debt review, is provisionally sequestrated or surrenders or makes application to surrender his/her estate, or being a partnership, the partnership is terminated, or being a company or close corporation, is placed under business rescue, a provisional order of liquidation or judicial management is handed down; or has a judgment recorded against it, or compromises or attempts to compromise generally with any of its creditors.

 b) The Company's rights herein shall not be exhaustive and shall be in addition to its common law rights.

 c) No relaxation which the Company may have permitted on any one occasion in regard to carrying out of the customer's obligations shall be prejudice or be regarded as a waiver of the Company's rights to enforce those obligations on any subsequent occasion.

 d) Upon the cancellation of this contract for any reason whatever: All  amounts  then  owed by  the customer  to  the  Company  in  terms of  this  contract  shall become due and payable immediately, failing which payment the Company may immediately take possession of any goods in respect of which ownership has not passed.


18.  JURISDICTION  

The Company shall be entitled to institute any proceedings against the customer arising out of this contract, for the full balance outstanding including current purchases in the applicable Magistrate's Court having jurisdiction over the action notwithstanding that the claim or the value of the matter in dispute may exceed the jurisdiction of the Magistrate's Court. Further the customer agrees to be liable for all legal costs of such proceedings on the scale as between the attorney and own client including collection charges and tracing costs.


19.  DOMICILIUM  
 
The customer nominates its business address as reflected on the contract or the customer’s website as its domicilium citandi et executandi for service upon it of all notices and processes in connection with any claim for any sum due to the Company.  

20.  INTERPRETATION    

The headings in these conditions are for convenience only and are not to be taken into account for the purpose of interpreting the contract. This contract constitutes the entire contract between the parties and no presentation by any person, or variations or amendments to any of the terms and conditions hereof shall be valid and binding on the Holding Company unless reduced to writing and signed by both parties. This contract is governed by the laws of the Republic of South Africa.  

21.  COMPLAINTS  

 a) If you are dissatisfied with any of our services or goods please inform us immediately by e-mail to This email address is being protected from spambots. You need JavaScript enabled to view it. .

 b) If any legitimate problem is not resolved to your satisfaction, you please contact any of our Directors who are committed to investigating and resolving the complaint.