GENERAL TERMS AND CONDITIONS
The following expressions shall bear meanings assigned to them below and cognate expression shall bear corresponding meanings:
- “LHP” – means Lancaster Holdings (Pty) Ltd t/a Pfaff SA, Registration number 2018/547790/07, a Private Company registered according to the Private Company laws in South Africa having its principal place of business situated at 5 Skeen Boulevard, Bedfordview, Johannesburg;
- “Business Day” means any day other than (i) a Sunday or (ii) and public holidays as declared in South Africa from time to time;
- “Conditions” means these Terms and Conditions;
- “Contract” means a binding legal contract under which LHP agrees to supply Products ordered by the Purchaser in accordance with an Order, which contract is formed in accordance with the terms and conditions;
- “Order” means an order submitted by the Purchaser to LHP for the purchase of Products; “Order Form” means LHP’s standard written order form, as amended from time to time; “Person” means a person, juristic person, including a company, close corporation, trust or other entity;
- “Product” means a product sold or to be sold by LHP;
- “Purchaser” means the person who places an order to purchase Products from LHP and to whom the Product is sold and delivered;
- “Purchaser’s Representative” means the individual who places an Order on behalf of the Purchaser;
- “Quotation” means a quotation from LHP to the Purchaser, offering to sell a particular quantity and type of Products to the Purchaser at a particular price.
- LHP is a supplier and distributor of Pfaff machines, accessories and spares.
- The Purchaser is a purchaser and reseller of Pfaff machines, accessories and spares including equipment distributed by
- These general terms and conditions will apply to every order placed by the Purchaser with
In these terms and conditions-
- The headings to the clauses are for reference purposes only and shall not be used in the interpretation thereof.
- Words which signify or denote:
- any gender shall import and include the other genders;
- a natural person shall import and include an artificial person and vice versa;
- the singular shall import and include the plural and vice
- Unless otherwise indicated, words to which a meaning is ascribed in the body of this Agreement shall bear that meaning wherever such words appear thereafter.
- For its interpretation the laws of the Republic of South Africa shall apply.
- Schedules shall be read as if incorporated
4. BINDING EFFECT
- The Purchaser acknowledges that LHP is a supplier of Products in Southern Africa.
- These terms and conditions shall apply to all Quotations, Orders and Contracts made or to be made by LHP for the sale and supply of Products to the Purchaser.
- This Agreement constitutes the entire Agreement between the parties with regard to the matters dealt with herein and no terms or conditions or warranties not expressly contained in this Agreement shall be binding on the parties. Any purchase order on the Purchaser’s own standard form submitted by the Purchaser will be purely for the Purchaser’s administrative purposes and shall not form part of the Contract, except at the election of LHP.
- No amendment and/or alteration and/or variation of these terms and conditions, whether consensual or unilateral or bilateral shall be of any force and effect unless reduced to writing and signed by both the Purchaser’s representative and a duly authorized representative of LHP.
- No statements made by the employees, contractors or agents of LHP contained in any website, brochures, catalogues, sales literature or correspondence are intended to have any legal effect unless expressly agreed in writing and signed by a duly authorised representative of LHP.
- These terms and conditions, together with the Quotation and Order, in respect of the ordered Products, contain the entire agreement between LHP and the Purchaser in relation to the Contract. They supersede and replace any prior written or oral agreements, representations or understandings between LHP and the Purchaser relating to the Contract. The Purchaser acknowledges that it has not entered into the Contract based on any representation that is not expressly incorporated into the Contract. Nothing in the Contract shall exclude or limit liability for fraud or as to a fundamental matter.
- To the extent that there is any conflict between the Conditions and the Quotation, the terms and conditions shall prevail.
- These terms and conditions apply to each and every Order placed by the Purchaser with LHP from time to time.
5. ORDERS AND QUOTATIONS
- As and when the Purchaser requires goods from LHP, the Purchaser shall provide LHP with a request to provide the Purchaser with a quotation for such goods required (“quotation request”).
- Within a reasonable time of the date of receipt of a quotation request from the Purchaser, LHP shall provide to the Purchaser a quotation, provided that LHP shall be under no obligation to accept a quotation request or to provide a quotation, in which event it shall notify the Purchaser that the quotation request is rejected. Any quotation provided by LHP after receipt of a quotation request from the Purchaser shall be revocable prior to acceptance thereof by the Purchaser.
- If a Purchaser accepts LHP’s quotation, the Purchaser shall render an official order for the goods, which shall constitute a binding agreement and these terms and conditions as well as any additional conditions contained in the quotation shall apply to the agreement.
- Orders shall be placed with LHP by way of official orders, no email orders shall be accepted i.e. LHP shall supply order forms to be used. Such order forms shall be sent to the two email addresses below, if not sent to both email addresses, orders cannot be deemed to be delivered and accepted:
- All quotation requests by the Purchaser shall be made subject to the supplier conditions. The Purchaser acknowledges that it is aware of the supplier conditions.
- In the event that there is any change in the supplier conditions, LHP shall immediately notify the Purchaser thereof.
- The quotation request placed by the Purchaser shall –
- Stipulate the part, number, quantity and description of the goods required;
- Where delivery is required at a destination other than the Purchaser’s address, the delivery address needs to be specified;
- Stipulate the desired time for delivery, which shall always be subject to the availability of goods and the ability by the principal supplier to comply;
- LHP shall use its best endeavours to comply with the specifications referred to in 4.6 above, but shall not be liable for any delay unless such delay is due to its gross negligence.
6. PRICE AND PAYMENT
In respect of all orders, unless the contrary is stated, the following price and payment terms will apply:
- Prices contained on the quotation are exclusive of value added tax (VAT).
- In addition to any quotation or invoice rendered by LHP to the Purchaser, the Purchaser shall further be obliged to pay to LHP:
- the amount of any tax, duty or other charge that may be imposed by any lawful authority, which comes into force in respect of an order after a quotation and/or an invoice was rendered;
- the amount of any increase in rates of exchange, freight charges, insurance, costs of labour and materials or any other charges after date of quotation;
- any other additional costs in respect of an order of any nature whatsoever incurred as a result of any delay caused by the Purchaser or due to factors beyond the control of LHP;
- Any expense incurred by LHP at the instance of the Purchaser in modifying, altering or making additions to the design, quantities or specifications for standard goods, and any expenses arising as a result of suspension of work by LHP due to instructions given, or a failure to give instructions by the
- Payment by the Purchaser to LHP shall be made:
- Within 7 days of delivery of the goods;
- free of exchange and without any deduction or set off;
- at LHP’s head office or at such other place as LHP may direct from time to time;
- in cash or by electronic fund transfer;
- prior to the expiry of the credit period in clause 6.3.1.
- LHP shall use its best endeavours to make delivery as near as possible as to the time frames indicated on the quotation.
- LHP shall keep the Purchaser informed of any delays in delivery, and late delivery does not entitle the Purchaser to resile from the agreement, to withhold or defer any payment, to a reduction in price, nor to any other remedy against LHP on account of delays in effecting delivery.
- If delivery of any particular order is to be effected in instalments, LHP shall not be obliged to deliver any part of the order until the purchase price which is overdue in respect of the part of the order which has already been delivered, has been paid.
- LHP is hereby authorised to engage a third party to attend to the delivery of the goods. LHP shall be entitled to instruct such third party on any terms it sees fit, and any costs so incurred, including but not limited to, the costs of necessary disbursements and insurance, shall be borne by Purchaser.
- Should the Purchaser instruct LHP to engage a third party on the Purchaser’s behalf to attend to the delivery of the goods:
- The Purchaser indemnifies LHP against any claims that may arise against LHP from such an instruction by the Purchaser;
- The Purchaser shall reimburse LHP for any costs incurred in arranging such delivery, including but not limited to, the costs of necessary disbursements and insurance.
- The goods shall be deemed to have been delivered to the Purchaser upon collection of the goods from LHP by the third party, or upon delivery by LHP to the third
8. RISK OF DAMAGED, DESTROYED AND/OR MISSING GOODS
- The risk of damage to or destruction of any relevant goods passes to the Purchaser on delivery thereof by LHP to the Purchaser, at the delivery destination.
- The Purchaser shall be obliged to inspect all goods upon delivery thereof and shall endorse the delivery note as to any missing or damaged goods. Any signature on the delivery note by the Purchaser or the person taking delivery on behalf of the Purchaser shall be deemed to confirm complete delivery.
- Should the Purchaser sign the delivery note in terms of 2 above, acknowledging that the goods were delivered completely and satisfactorily, but thereafter discover that the goods were damaged during transportation thereof, the Purchaser shall notify LHP of the damaged goods and shall do so in writing within 3 (three) business days of delivery, furnishing full details in regard thereto.
- No claims for missing or damaged goods shall be valid unless the delivery note has been endorsed by the Purchaser as stated in 2 above and/or the Purchaser has given LHP sufficient notice in terms of 8.3 above.
- Any claim for defective delivery based on a delivery note endorsed in terms of 2 above or for goods damaged in terms of 8.3 above, shall be made within 30 (thirty) days from date of delivery, on written notice.
- Should the Purchaser fail to provide LHP with the endorsed delivery note in terms of 2 above or written notice in terms of 8.3 above it shall be deemed that all the goods have been delivered and that the goods delivered were not damaged during transportation.
- The Purchaser shall be obliged to furnish information necessary to enable delivery of the relevant goods to be effected and if the Purchaser fails or refuses to do so, or if it fails or refuses to take delivery, the goods shall be deemed to have been delivered to the Purchaser upon notification.
- If LHP is unable, or is requested not to deliver the goods to the Purchaser due to any act or omission on the part of the Purchaser, it shall be entitled to charge the Purchaser for the storage of the
- Ownership of the goods purchased shall only pass from LHP to the Purchaser upon payment of the full price.
- LHP reserves the right to inform the landlord of the premises in which the goods are or at any time may be, of the provisions of this clause. The Purchaser shall be obliged to advise LHP of the name and address of the landlord of any such premises.
- In instances where the goods supplied to the Purchaser is intended for on-sell by the Purchaser to a third party, the Purchaser shall notify a third party to whom it intends to on-sell the goods that LHP retains ownership of the goods until such time as the price has been paid.
- The Purchaser shall take all such steps as may be necessary to notify any other interested third parties not specifically mentioned herein that ownership of the relevant goods has not passed from LHP to the Purchaser and shall produce written proof of such notices to LHP on demand.
10. WARRANTIES AND GUARANTEES
- The Purchaser agrees that it was not induced into entering this agreement on the strength of any warranties, guarantees or representations by LHP, whether expressly or tacitly.
- LHP gives a two year warranty and guarantee on mechanical and electronic defects of machines supplied to the Purchaser, provided that the Purchaser can produce proof of annual service records from date of purchase of machine.
- Insofar as the manufacturer may give any warranty and/or guarantee in respect of the goods, it is the responsibility of the Purchaser to acquaint itself with such warranty/guarantee and the manner to perfect such warranty and/or
- LHP shall at any stage prior to delivery of the goods, be entitled to require the Purchaser to insure the goods at its own expense and thereafter keep the goods insured until such time as the price has been paid for in full.
- Such insurance shall be taken with such insurers as may be approved by LHP in writing, for such amount and on such terms as shall be confirmed by LHP in writing.
- LHP shall exercise the option to compel the Purchaser to insure the goods, as referred to in 1 above, by giving the Purchaser written notice of its intention to do so.
12. CERTIFICATE OF INDEBTEDNESS
The Purchaser agrees that the amount due and payable to LHP shall be determined and proven by a certificate issued by LHP and signed on its behalf by any person duly authorised by LHP, which authority need not be proven. Such certificate shall be prima facie proof of the indebtedness of the Purchaser.
The Purchaser shall pay interest on all amounts owing by the Purchaser to LHP which have not been paid on the due date thereof, at the prime interest rate plus 2% determined from time to time by First National Bank Ltd in respect of overdraft facilities.
14. INDEMNITY AND WAIVER
The Purchaser hereby:
- Indemnifies and holds LHP harmless in respect of any claim or action that may be instituted by any third party against LHP or any loss or damages that may be suffered by, or any expense that may be incurred by LHP arising out of any act or omission that may be committed by the Purchaser arising from any order;
- Waives any claim which it may have against LHP arising out of any loss or damage which the Purchaser may suffer or any expense that the Purchaser may incur as a result of any act or omission committed by LHP, other than that caused by gross negligence on the part of LHP.
- In the event that the Purchaser, who acts as a supplier for their consumer and as such becomes a supplier as defined in the Consumer Protection Act, Act No 68 of 2008 (“CPA”), does not comply with the provisions of the CPA in any manner whatsoever and the consumer proceeds with a claim against LHP, the Purchaser indemnifies LHP to the fullest extent permitted in law against any claims made against LHP by the
15. NO CESSIO
The Purchaser shall not be entitled to cede or assign any rights and/or obligations which it may have in terms of this agreement to any third party without the prior, written consent of LHP.
16. NATIONAL CREDIT ACT 34 OF 2005
The Purchaser hereby warrants that at the time of signature of this agreement, the combined asset value or annual turnover of the Purchaser and its’ related juristic persons is equal to, or exceeds the amount as published from time to time by in sections 4(a)(i) and section 7(1) of the National Credit Act 34 of 2005.
- In the event that any party (“the defaulting party”) commits a breach of any of the provisions of this agreement then any party not in breach (“the aggrieved party”) shall be entitled to give the defaulting party written notice to remedy the breach.
- If the defaulting party fails to comply with that notice within 15 (fifteen) days of receipt thereof, subject to any other provisions of this agreement to the contrary, the aggrieved party shall be entitled to cancel this agreement or to claim specific performance, in either event without prejudice to the aggrieved party’s right to claim damages and without prejudice to such other rights as the aggrieved party may have at
- Without limiting the generality of the aforegoing, should the Purchaser:
- fail to pay any amount payable by it on due date;
- commit any act of insolvency or endeavour to compromise generally with its’ creditors;
- do or cause to be done anything which may prejudice LHP’s rights hereunder or at all;
- allow any judgment against it to remain unsatisfied for 7 (seven) days;
- be placed into provisional or final liquidation, judicial management, sequestration or voluntarily surrender his/her estate; LHP shall have the right to, without prejudice to any other right which it may have against the Purchaser, to elect to:
- treat as immediately due and payable all outstanding amounts which would otherwise become due and payable over the unexpired period of the agreement and to claim such amounts as well as any other amounts in arrears including interest and to cease performance of its obligations hereunder as well as under any other contract with the Purchaser until the Purchaser has remedied the breach;
- cancel this agreement and retake possession of any of the goods
- Should LHP remove the goods from the premises of the Purchaser or a third party to whom the goods have been on-sold, the Purchaser hereby indemnifies LHP against any and all damage of whatsoever nature, howsoever and by whomsoever caused in relation to the removal of the goods.
- Should LHP institute action to recover any monies owed to it by the Purchaser, the Purchaser hereby agrees that LHP shall not be required to furnish security for costs in terms of rule 62 of the Rules of Court of the Magistrate’s Court and/or rule 47 of the Uniform Rules of
- For all purposes of or arising out of this agreement including, but not by way of limitation, the giving of any notice the making of any communication, the payment of any monies and the serving of any processes the parties respectively choose domicilium citandi et executandi (“domicile”) at the addresses as set out in paragraph 1 above and the Physical Address stated in Section A of this agreement.
- Any notice given in terms of this Agreement shall be in writing.
- Any party by notice to the other shall be entitled from time to time to vary its domicile to any address within the Republic of South Africa provided that such other address may not be a post office box or poste restante. Such change of domicile shall become effective on receipt thereof by the addressee.
- Unless otherwise advised in writing and signed by the parties, LHP shall be entitled to regard the address set out in paragraph 1 above and the Physical Address stated in Section A of this agreement as the domicile of the surety and the Purchaser for the purposes of this agreement.
- Any notice and any communication or payment made by either party to the other (“the addressee”) which –
- is delivered by hand at the addressee’s domicile for the time being shall be presumed until the contrary is proved.
- is posted by prepaid registered post from an address within the Republic of South Africa to the addressee at the addressee’s domicile for the time being shall be presumed until the contrary is proved by the addressee to have been received by the addressee on the tenth (10th) day after the date of posting.
- if sent by fax or electronic mail shall be presumed unless the contrary is proved by the addressee to have been received on the date of
19. SURETYSHIP AND WARRANTY OF AUTHORITY
- The surety, by his/her signature hereto, binds himself/herself in favour of LHP, its successors-in-title and assigns as surety for and co- principal debtor in solidum with the Purchaser for the due and punctual performance by the Purchaser of all its obligations to LHP in terms of this Agreement. The suretyship obligation is an unlimited obligation with regard to any and all present and future indebtedness already incurred or to be incurred by the Purchaser, notwithstanding any agreed limit from time to
- The suretyship shall remain in full force and effect notwithstanding;
- Any indulgence, concession, leniency or extension of time which may be shown or given by LHP to the Purchaser and/or surety;
- Any amendment/s to this Agreement and/or any other agreement/s for the time being subsisting between the
- The surety hereby renounces the benefits of the legal exceptions “non causa debiti”, “error calculi”, “excussion”, “division”, “no value received” and “revision of accounts”, and the meaning and effect of all of which he declares himself to be fully acquainted.
- The signatory warrants, as a material warranty which LHP relies on in entering into this agreement, that he/she is duly authorised to represent and bind the Purchaser to this agreement, and that he/she had read and understood each term and condition of this agreement and accepts them as binding on the Purchaser and himself/herself as surety.
- The surety shall be liable for all costs incurred by LHP in the recovery of any amounts or the enforcement of any rights which it has herein, including collection commission, costs on an attorney and own client scale, and the cost of counsel as on brief, whether incurred prior to or during the institution of legal proceedings or if judgment has been granted, in connection with the satisfaction and/or enforcement of such judgment.
- The surety shall forthwith after the conclusion of this agreement, furnish LHP with all information reasonably required by LHP to enable it to comply with its obligations. The surety warrants that the information provided is true and correct in every respect. The surety undertakes to update the information furnished to LHP in order to ensure that the information is accurate and up to
- Any judgment, whether formal or informal, in favour of LHP against the Purchaser shall, notwithstanding that the surety has not been joined in the proceedings giving rise to the judgment, preclude the surety from being entitled to dispute the merits of the claim, in respect of which the judgment has been granted, in proceedings against the surety.
- The surety acknowledges that he has been given an opportunity to read through, seek advice and ask questions on the contents of this clause
- No agreement to alter, vary or cancel this agreement and no addition or amendment to or deletion from this agreement shall be of any force and effect unless reduced to writing and signed by all the
- No indulgence, extension of time, relaxation or latitude which any party (“the grantor”) may show grant or allow to the other (“the grantee”) shall constitute a waiver by the grantor of any of the grantor’s rights and the grantor shall not thereby be prejudiced or estopped from exercising any of its rights against the grantee which may have arisen in the past or which might arise in the future.
- In the event that any of the terms of this agreement are found to be invalid, unlawful or unenforceable, such terms shall be severable from the remaining terms, which shall continue to be valid and enforceable.
- This agreement constitutes the whole agreement between the parties and supersedes all prior verbal or written agreements or understandings or representations by or between the parties regarding the subject matter of this
- Unless the context indicates otherwise the rights and obligations of any party arising from this agreement shall devolve upon and bind its successors-in-title.
21. LAW AND JURISDICTION
- In the event of there being any dispute arising out of these Terms and Conditions, the application, termination, or interpretation thereof, or if there are any outstanding amounts owing by the Purchaser to LHP:
- The Purchaser and Surety hereby consents to the jurisdiction of the Magistrate’s Court in terms of Section 45 of the Magistrate’s Court Act No 32 of 1944 in respect of any action instituted by LHP against it;
- Notwithstanding the aforesaid, LHP shall at its sole and exclusive election, elect to:
- proceed in the High Court.
- Nothing herein will preclude any party from obtaining relief by way of Motion Proceedings on an urgent basis or otherwise, or from instituting any interdict, injunction or any similar proceedings in a court of competent jurisdiction.
The Purchaser shall be liable for all costs incurred by LHP in the recovery of any amounts or the enforcement of any rights which it has hereunder, including collection charges and costs on an attorney and own client scale and costs of counsel, whether incurred prior to or during the institution of legal proceedings or if judgment has been granted, in connection with the satisfaction or enforcement of such judgement.
23. FORCE MAJEURE
- In the event that either party is unable to perform its obligations by reason of force majeure, neither party shall have any claim against the other as a consequence of such
- For the purpose of this agreement “force majeure” shall be deemed to be any cause affecting the performance of this Agreement arising from or attributable to acts, omissions or accidents beyond the reasonable control of the party to perform and without limiting the generality thereof, shall include the following:
- an Act of God;
- (where beyond the reasonable control of the relevant party) strikes, lock-outs or other industrial action;
- civil commotion, riot, invasion, war threat or preparation for war;
- fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural physical disaster;
- political or governmental (central or local) interference with the normal operations of either
- Force majeure shall not include:
- Any event that is caused by the negligence or intentional action of the party invoking the force majeure or such party’s contractors, agents or employees; or
- Any event that a diligent party could reasonably have expected to:
- take into account at the time of execution of this Agreement; and
- avoid or overcome in the carrying out of its obligations under this
Pfaff warrants this product against defects in material and workmanship to the extents here stated.
- Personal Entitled to warranty Coverage – This warranty is made to the purchaser who acquires this product for his or her own normal, personal family or household use.
- Duration of Warranty – The duration of this warranty is (2) years from the date of purchase on mechanical parts and (2) year on electronic parts. On new machines only not demo’s
- Annual Service of the Machine – Provide the annual Service of the machine is undertaken and proof of service is retained
- Parts and Conditions Not Covered by Warranty – Needles, Light bulbs, belts and overlock knives are not covered by this warranty. Nor does this warranty cover conditions unrelated to the material or the workmanship of the product. Such unrelated conditions include, but are not limited to
- Damage caused by current or voltage other than that stamped on the name plate of the product or abnormal electric conditions (i.e. electrical storms)
- Damage resulting from the failure to provide normal maintenance.
- Failure to follow PFAFF instruction for the use of the product
- Any accident to, or misuse of, any part of the product
- Any defect or damage caused by service or alteration by anyone other than PFAFF or an authorised PFAFF dealer.
- Any defector damage caused by use of non original accessories or parts.
- PFAFF Obligation under Warranty – During the first two years on mechanical and two year on electronic after date of purchase, both parts and labour will be provided free of charge. Any item which is replaced will not be returned to the purchaser and becomes the property of PFAFF.
- Commercial limited Warranty – Products used commercially with written permission are warranted for six (6) months parts and labour excluding belts, hooks, lights bulbs, needles, needle plates and overlocker knives. No further warranty applies to PFAFF products used commercially.
- Procedure to Obtain Performance Warranty – To obtain the benefits of this warranty the product or the parts believed defective must be delivered during the period that this warranty is in effect, to the authorised PFAFF dealer from whom it was purchased. If after the time of purchase the owner moves to another place in SA , she/he may contact PFAFF distributor in order to locate a nearby dealer authorised to provide warranty service.
- The warranty will be granted only if the original invoice or sales receipt (indicating the date of purchase, product and sellers name) can be presented together with this document and the information contained within is complete and legible.
- This warranty does not affect the consumer’s statutory rights under applicable national legislation in force, nor is the consumer right against the dealer arising from their sales/purchase contract. In the absence of the applicable national legislation, this warranty will be the purchaser’s sole and exclusive remedy and neither PFAFF nor its subsidiaries or the distributor shall be liable for any incidental or consequential damages for breach of any express or implied warranty of this product.
- All transportation costs which are required because of service will be the responsibility of the purchaser.
- These terms and conditions shall apply to any contract of servicing and/or repair work including the replacement or refurbishment of parts (hereinafter collectively referred to as the “work”) to be carried out on any machines parts, accessories or other times as instructed by the customer, whether orally or in writing.
- Lancaster Holdings (Pty) Ltd trading as PFAFF South Africa (hereinafter “PFAFF”) shall proceed with such work and replace such parts and/or use such material and/or use such labour as PFAFF in its absolute discretion considers necessary.
- All or any part of the work to be carried out by PFAFF may be carried out by it or on its behalf by any agent or sub-contractor appointed by it.
- On completion of the work, PFAFF will present the customer with an invoice detailing the work done and the Customer shall pay the contract price specified on the face of the invoice, together with any other costs due to PFAFF including those costs contemplated in 13 prior to the removal of any goods from PFAFF’s premises unless alternative arrangements are made in writing with PFAFF’s management.
- The customer shall deliver the goods at PFAFF’S premises and arrange for the collection thereof.
- The expected completion date is approximate only and time is not of the essence in any contract of the work. In the event that PFAFF is unable to service the machine by the expected date of completion, the customer shall not have the right to cancel the contract of the work nor shall PFAFF be liable for any loss or damages which the customer may sustain as a result of such late delivery.
- Upon completion of the work to be carried out the customer shall take delivery of the goods at PFAFF’s premises where delivery shall be completed where the goods are pointed out to the customer or its agent. PFAFF shall not be liable for insuring the goods either whilst in the premises of PFAFF, or during transit, and all risk during these periods will remain with the customer, who warrants that the goods are adequately insured.
- PFAFF shall be entitled to suspend delivery of the goods if the customer is in breach of any of the terms hereof, notwithstanding the aforesaid, should the goods for whatsoever reason not be removed or be prevented from being removed by the third working day after the customer has been informed that the goods are available for delivery, storage charges shall be levied against the customer at a daily rate equal to the standard retail hourly rate of labour prevailing at that time.
- Viz Major – strikes, lockouts, differences with workmen, accidents to machinery, failure of usual sources of supply of materials, war, civil commotions, acts of terrorism, commercial exigencies, acts of government or quazi government or legislation, or other contingencies beyond the control of PFAFF shall be sufficient justification for any delay in or suspension of delivery. In such event the customer shall not have any claim of any nature whatsoever nor specifically have a claim to cancellation of this contract against PFAFF. PFAFF may after the occurrences of such contingency, if requested in writing by the customer, cancel the contract without any claim upon it by the customer, failing which PFAFF shall complete delivery as soon as is practically possible.
- The price of the services rendered and/or goods supplied will be PFAFF’S standard rate and charges ruling at the time the work is carried out and which rates and charges are deemed to be fair and reasonable.
- Any quotation given by PFAFF is an estimate only and shall not be binding upon it. In the event of it being necessary to strip and/or dismantle any goods to prepare a quotation for work, the following conditions shall apply:
- PFAFF shall be entitled to dismantle the goods to such an extent as it may deem necessary in order to prepare the quotation.
- The customer shall be liable for all costs incurred by PFAFF in dismantling the said goods which shall be charged at PFAFF’S standard rates.
- in the event of the customer not accepting PFAFF’s quotation, the customer shall accept and remove the goods in its stripped-down condition.
- In the event that PFAFF agrees to carry out the work at a fixed contract price and it’s costs for the work or any parts or components to be supplied in connection with the work are increased thereafter for any reasons beyond its control or arising in the ordinary course of its business, then PFAFF shall be entitled to increase that fixed contract price by an amount equal to its increase in its costs.
- If any work, additional to that reflected on the face of the repair order, is deemed by PFAFF to be necessary and/or desirable for the maintenance of the goods and/or the safety of the customer, such work shall be deemed to be part of the original instructions and PFAFF, as such, be authorized to proceed with such work and in the event of a fixed contract price, to exceed the said contract price to the extent of such prices.
- All payments in respect of services rendered and/or goods supplied shall be made in cash upon completion of the work, or where the customer has a prior agreement with PFAFF secured credit terms from it, payments will be due within 30 (thirty) days from date of statement. Overdue amounts shall bear interest at the rate of 2% per month.
- In the event of a dispute between PFAFF and a customer, all amounts which may in future become due to PFAFF, shall be deemed to immediately become due and payable to it, and the customer acknowledges that PFAFF has the right to retain the goods in its possession or which may come in to its possession as a lien for monies due in respect of servicing and/or repairs carried out. In the event of PFAFF having given up possession of the goods and the goods once more come into its possession whether for repairs and/or otherwise, PFAFF has the right to retain the goods as a lien until such time as all outstanding amounts owed by the customer to PFAFF have been paid in full.
- Warranty – Except as provided for in any express warranty or guarantee given in writing by PFAFF to the customer which is intended to form part of the contract:
- If any work effected by PFAFF in terms hereof is defective by reason of defective parts of workmanship, PFAFF undertakes in its discretion, to remedy such defects by either adjusting, repairing or replacing such defective parts or rectifying such defective workmanship, provided that the aforegoing shall not extend to goods that have not been misused, or used contrary to specifications or instructions.
- PFAFF’s liability as repairer shall be limited solely to the reasonable cost of remedying such defective or unsatisfactory repairs and/or replacing such defective parts in respect whereof PFAFF was liable and provided that the faulty workmanship is bought to PFAFF’s notice in writing within one week of discovery of the fault which must have occurred within 8 weeks or completion of 5 hours of using the machine, whichever occurs first.
- Save as aforesaid, PFAFF does not make any representation nor, unless expressly given in writing, give any warranty of any nature whatsoever in respect of any parts used or material supplied or their suitability for any purpose.
- Save as provided in 16, PFAFF shall not be liable to the customer for any loss or special or consequential damages whatsoever arising out of any breach by PFAFF of any of its obligations in terms of this agreement.
- Without limiting the generality of 18, PFAFF shall not be liable for any loss or damage whatsoever suffered by the customer as a result of:
- The goods or any part thereof, or workmanship, including work carried out by an agent or subcontractor, being defective in any way or failing to conform wholly or in part with any written warranty given by PFAFF.
- The wrongful and unlawful acts (including gross negligence) of PFAFF’s agents or employees.
- Any damage to goods or property of the customer, howsoever arising including but not limited to fire, burglary, theft, damage. The goods are stored by PFAFF’s and/or it’s representatives at the customers risk.
- The customer shall be deemed to have insured the goods comprehensively against all loss and damages with a registered insurer.
- Should the customers comprehensive insurer fail to pay any amount for any reason whatsoever, the customer shall have no claim against PFAFF whatsoever.
- If the customer: –
- Commits a breach of any of these terms and conditions:
- Being a natural person, dies, or is provisionally or finally sequestrated or surrenders his/her estate; or
- Being a partnership, is dissolved; or
- Being a company, is placed under provisional or final order of liquidation or judicial management; or
- Compromises or attempts to compromise generally with its creditors;
Then PFAFF may:
- summarily cancel the agreement by giving the customer written notice to that effect, without prejudice to any other rights PFAFF has, including claiming for work already performed as a result of such breach or cancellation.
- retain the good subject to this contract should it have such goods in its possession at the time of such breach or cancellation; and
- proceed to enforce the customers compliance with any one or more terms and conditions of this agreement by way of order for specific performance with or without damages.
- Jurisdiction – The customer consents to the jurisdiction of the magistrates’ court having jurisdiction in terms of the Magistrates court Act, notwithstanding that the claim by PFAFF may exceed the normal jurisdiction of the Magistrates court. Notwithstanding the aforegoing, PFAFF shall within its jurisdiction be entitled to institute legal proceedings in any other court of competent jurisdiction.
- The customer nominates as its Domicilium citandi et executandi the physical address reflected on the face of this agreement for service upon it of all notices and processes in connection with any claim arising in terms thereof. Such notice may be given by prepaid registered mail or addressed to the Customer via Electronic mail to the email address stated on the face hereof.
- No addition to, variation or agreed cancellation of this agreement shall be of any force or effect unless it is recorded in writing and signed by a Director of PFAFF.
- No sales person, representative or agent has any authority to make any representations, other than those contained herein, on behalf of PFAFF.
- If any of the terms and conditions herein shall be invalid, the same shall not invalidate the remainder of the contract.
- No indulgence, extension of time, relaxation or latitude which PFAFF may permit at any time in regard to the carrying out of any of the customers obligations shall prejudice PFAFF in any manner or is to be construed as a waiver by PFAFF of any of its rights in terms of this agreement.
- The agreement and its interpretation shall be determined in all respects in accordance with the laws of the Republic of South Africa unless the context indicates the contrary intention, an expression which donated any gender includes the other genders, a natural person includes an artificial person and vice versa, and the singular includes the plural, and vice versa.
- In the event of PFAFF referring any dispute between it and the customer, or any amount due for payment by the customer to its attorneys, the customer shall be liable to pay all costs, charges and expenses incurred on the scale as between attorney and ones own client and such costs shall extend to and include collection commission and tracing fees.
- The customer acknowledges that PFAFF is entitled, without the customers prior written consent to cede and assign all or any of its rights, title and interest in and to this contract to any other company and/or third party whatsoever.