|TERMS AND CONDITIONS OF SALE
For the purpose of this agreement, unless the context requires otherwise:
“Seller” : means Global Payment Technologies (Pty) Ltd
“The Applicant “ : means any individual or legal person with whom the Seller
contracts, and who has placed an order with the Seller or any
person with whom the Seller contracts as a result of any offer to
purchase goods from the Seller, and includes the Applicant’s
representatives, successors and permitted assigns.
Quoted prices are based on the relevant exchange rate prevailing at the date of quotation.
The Seller reserves the right to alter its prices up to the time the goods are invoiced and in the
event of fluctuation in the Exchange Rate of 2% or more between the date of customer order and
the date of each relevant invoice the Seller shall be entitled to adjust the quoted prices to take
account of such fluctuations and to invoice accordingly.
Value added tax is payable by the Applicant on all purchases from the Seller in terms of the
All payments due by the Applicant to the Seller shall be strictly payable by the Applicant within
30 (Thirty) days of the date of the relevant invoice sent by the Seller to the Applicant, or on
the specific credit terms afforded it by the Seller, which credit terms must be confirmed in writing.
If payment is not received with the agreed period the Seller reserves the right to charge interest at
a rate of 2.5% over the prime rate of interest charged by the First National Bank of South Africa
Limited from time to time.
Should the Applicant fall into arrears, then all amounts outstanding by the Applicant to the Seller
from whatever cause, whether or not the due date of payment has arisen, will immediately
become due and payable by the Applicant and the Seller shall have the right to appropriate any
payments received firstly towards interest, then costs and thereafter in reduction of the capital
No payment received shall be seen as a notation of the debt.
Should any portion of an invoice indebtedness be disputed by the Applicant, the Applicant shall
pay the undisputed portion of such indebtedness.
Any defect or query relating to goods delivered, shall be brought to the attention of the Seller in
writing within 10 (ten) days of the date stated on the delivery note.
Delivery and Time of Delivery
Time is not of the essence of the agreement.
Any time or date stipulated by the Seller for delivery is intended as an estimate only and the
Seller shall not be liable for any loss or damages whatsoever, (including loss of profits or
consequential loss), which may result from non delivery by the time or date so stipulated nor shall
any such delay confer upon the Applicant any right to rescind the agreement, unless otherwise
agreed in writing.
It is agreed that the signature of any employee or agent of the Applicant which appears on the
Seller’s or authorised independent carrier’s delivery note will constitute prima facie proof of
delivery of goods purchased by the Applicant.
If a dispute arises the Seller’s invoice and statement shall be deemed to be prima facie proof of
delivery. If a dispute arises as to the quantity of goods sold and delivered, the onus of proving
that the goods were not delivered and/or that the quantity and the price thereof is not in
accordance with the Seller’s claim, shall be upon the Applicant.
Where the Applicant does not accept delivery or does not collect the goods as per the agreement
between the Applicant and the Seller, the Seller may either cancel the agreement and claim from
the Applicant all damages that may have been sustained, alternatively at its option it may enforce
the agreement tendering the goods in question only against immediate payment notwithstanding
any previous terms agreed.
Withdrawal of Facility
The credit terms referred to in Paragraph 3 above are indicative only and prior to accepting any order
the Seller shall be entitled, at its sole discretion, to vary the terms of credit offered to the Applicant in
relation to that order and any subsequent order.
No credit shall be passed in favour of the Applicant for good correctly supplied and which are not faulty
and which the Applicant seeks to return.
Ownership and Risk
Ownership of all goods sold and delivered shall remain with the Seller and shall not pass to the
Applicant until the purchase price is paid in full and until such payment has been made, the
aforementioned goods shall not in any way be hypothecated of pledged.
Where the goods are to be stored at leased premises, the Applicant undertakes promptly to
inform the lesser that the Seller has retained the right of ownership of all goods which are the
subject matter of this agreement.
The risk in and to goods by the Seller to the Applicant shall immediately pass to the Applicant
upon delivery (pursuant to Paragraph 2 above) or upon the goods leaving the premises of the
Seller, whichever is the sooner.
The Applicant shall ensure that all goods are adequately insured against the usual risks until the
purchase price of any goods has been paid. The Applicant may require proof of such insurance.
Suspension or Cancellation of Delivery
The Seller reserves the right to suspend, delay or cancel the delivery of some or all of the goods
or to require advance payment for them if:
If the Applicant is, or becomes insolvent or unable to pay its debts, or seeks to effect any
compromise with any of its creditors or compound any of its debts; or
The Applicant is placed under an order of sequestration, judicial management or liquidation,
whether such order be provisional or final; or
The Applicant is the subject of any resolution passed to enable it to be wound up or dissolved; or
Any judgement is given against the Applicant in any court of law and, if appeal able, is not
appealed against, within the period allowed for the lodging of such an appeal or, if not
subjected to an appeal, remains unsatisfied for a period of 10 days; or
The Applicant is in breach of any its obligations under the Agreement to the Seller.
No suspension, delay or cancellation as a result of any of the foregoing events shall effect any
other right which the Seller may have against the Applicant in terms of the agreement or
otherwise. In such event, the Seller shall be entitled if the Applicant defaults in payment or
Applicant defaults in payment or ceases to carry on business or is provisionally or finally
liquidated or sequestrated, to take possession of the goods without prejudice to any other rights
vested in it and the Seller shall reserve the right to claim any shortfall from the Applicant or its
Warranty and Disclaimer
All sizes, weights and other specifications given by the Seller are approximate only.
The Seller reserves the right to supply goods which do not exactly correspond with what the
Seller has agreed to supply provided that any differences do not make the goods unsuitable for
the declared purpose of the Applicant.
The Seller gives no warranty whatsoever whether express or implied that goods supplied are
suitable for the purpose for which they are bought.
The Seller shall not be liable for any loss of profit or any damages, direct or indirect,
consequential or otherwise sustained by the Applicant, arising from any cause whatsoever.
It is agreed that the Seller’s goods are sold subject to the following terms and conditions unless modified in writing signed by one or more of its authorised representatives. Without prejudice to the foregoing provisions the acceptance of the delivery of the goods by the Applicant shall constitute acceptance by it of the terms and conditions of sale.
If the Applicant’s order incorporates other conditions they shall not take effect unless the Seller expressly agrees to them in writing, signed by one or more of its authorised representatives.
Inability to supply
If the Seller cannot deliver some or all of the goods for any reason beyond its control, including but not limited to lack of instruction from the Applicant, stock shortage, industrial dispute or breakdown, government action, state of war, riots, or civil disturbance, the Seller may, in its discretion, cancel the while or any part of the agreement forthwith. In the event of such cancellation the Seller shall not be liable for any loss (including loss of profit) thereby caused.
No agreement on the part of the Seller to deliver goods to a place of the Applicant’s choosing will involve an undertaking to provide for the unloading of the goods or for the reimbursement of the costs of unloading.
Should the Applicant’s order require abnormal packing, this will be carried out at the Applicant’s cost.
The Seller is at liberty to employ sub-contractors on all or any part of the Applicant’s order.
Statutory requirements and patents
Every effort is made by the Seller to meet known statutory requirements and to avoid infringement of patents or trademarks to third parties. Nevertheless, the Seller does not warrant that he goods supplied under the agreement comply with all relevant statutes, ordinances, regulations and by-laws or that the sale or use of the goods by the Applicant will not infringe any patent, trademark, trade name or registered design.
Search of Vehicle Driver
The Seller reserves the right to search any of the Applicant’s vehicles before they enter or leave the Seller’s premises, and in addition, reserves the right to search the Applicant’s personnel or those employed by it as sub-contractors before they enter or leave the premises. The Applicant shall ensure that its employees and the employees of its sub-contractors are aware of this provision.
Jurisdiction and Government Law
This agreement is governed by the Laws of the Republic of South Africa.
In terms of Section 45 of the Magistrate’s Court Act of 1944, the Applicant hereby consents to the
jurisdiction of the Magistrate’s Court, having jurisdiction in respect of any action to be instituted
against the Applicant by the Seller in terms of this agreement. It shall nevertheless be entirely in
the discretion of the Seller as to whether to proceed against the Applicant in such Magistrates
Court or any other Court having jurisdiction.
The Applicant agrees to be liable for all legal costs including attorney and own client costs,
collection commission and tracing agent fees which may arise.
A certificate by any director or manager of the Seller showing the amount due and owing by the
Applicant at any time given, shall be prima facie evidence for the purpose of al legal proceedings
against the Applicant for recovery for that amount.
Each party chooses the address set out opposite its name as the address at which all notices,
legal processes and other communications must be delivered for the purpose of this agreement:
The Seller Global Payment Technologies (Pty) Ltd
P.O. Box 76708
The Applicant: __________________________________________________
Any notice or communication required or permitted to be given in terms of this agreement
shall be valid and effective only if in writing but it shall be competent to give notice by telefax.
Any party may by written notice to the other party change its address or telefax number to
another physical address or number, provided that the change shall become effective on the
fourteenth day after receipt of the notice by the addressee.
Any notice to a party contained in a correctly addressed envelope and
sent by prepaid registered post to it at its chosen address; or
delivered by hand by a responsible person during ordinary business hours as its chosen address;
shall be deemed to have received in the case of posting on the seventh business day after
posting (unless the contrary is proved) and in the case of by hand delivery on the day of delivery.
Any notice by telefax to a party at its telefax number shall be deemed, unless the contrary is
proved, to have been received within 2 (two) hours of transmission where it is transmitted
during normal business hours or within 2 (two) hours of the first business day after it is
transmitted outside those business hours.
General and Interpretation
No alteration, modification, cancellation, variation of, or addition hereto shall be of any force or
effect unless reduced to writing and signed by the Seller and the Applicant or their duly
This document and any order form or quotation issued by the Seller and accepted by the Applicant
contains the entire agreement between the parties and the Seller shall not be bound by any
undertakings, representations or warranties not recorded herein.
No indulgence, leniency or extension of time which the Seller / or preclude the Seller from
exercising any of its rights in the future.
The Applicant many not cede or assign its rights or delegate its obligations in terms of this
agreement without the prior written approval of the Seller.