Terms and Conditions

2. interpretation

• 2.1Clause and subclause headings are for reference only and do not affect the interpretation;
• 2.2Whenever a clause lists specific examples or items following a listing word, such as ‘including’, ‘includes’, ‘excluding’ or ‘excludes’, they will not limit its scope.
• 2.3All words or phrases that the agreement does not define have their English meaning;
• 2.4References to any enactment include as a re-enactment, amendment or extension;
• 2.5References to a person include natural and juristic person;
• 2.6References to a party include their successors or permitted assigns;
• 2.7When any number of days is prescribed, the first day will be excluded and the last day included;
• 2.8The rule of construction that an agreement must be interpreted against the party responsible for its drafting or preparation does not apply; and
• 2.9The parties will use GMT+2 to calculate any times.

3. definitions

• 3.1“Business Day” means any day other than a Saturday, Sunday, or holiday (including a public or bank holiday) in the Republic of South Africa.
• 3.2“Confidential information” means: information, documentation, or other materials provided by the disclosing party before or after the date of this agreement that is identified as being confidential or proprietary, or which the disclosing party considers as having the necessary quality of confidence about it, and includes:

• 3.2.1The discloser’s past, present, and future research and development;
• 3.2.2The discloser’s business activities, products, services, customers, as well as discloser’s technical knowledge and trade secrets;
• 3.2.3The discloser’s software and associated material and documentation, including the contained information;
• 3.2.4Any confidential information disclosed by a third party on behalf of the discloser; and
• 3.2.5The terms of this agreement.

• 3.3“Company” means Equipment Cafe (Pty) Ltd and all the employees, directors, and agents of Equipment Cafe (Pty) Ltd.
• 3.4“CPA” means the Consumer Protection Act 68 of 2008 and any regulation thereto and as amended from time to time.
• 3.5“Customer” means the person whose details are completed in the Customer Application, or in the absence of a Customer Application any person, including a Consumer, a Sole Proprietor, a Partnership, a Company a Close Corporation, and the person with authority acting on behalf of any such entity with whom the Company undertakes any business or provides any advice, information or service, whether gratuitously or for reward.
• 3.6“Customer Agreement” means the agreement between the Customer and the Company as described in clause 4 below.
• 3.7“Customer Application” means the application in writing, on the predefined form, by the Customer to do business with the Company.
• 3.8“Force Majeure Event” means any strike, lockout, irregular industrial action short of strike, cessation of labour, accident, embargo, riots, fires, tempest, hurricane, flood, drought, storms, explosions, acts of God, disease outbreaks, epidemics or pandemics, war (whether declared or not), insurrection, civil commotion, unrest, disturbance, breakdown in law and order, supervening legislation, governmental or other regulations, restrictions or directives or any other cause beyond the reasonable control of a Party.
• 3.9“Goods” means any tangible object supplied by the Company to the Customer.
• 3.10“Intellectual Property Rights” means any and all rights in the nature of intellectual property rights anywhere in the world, whether registered or unregistered, owned, possessed, exclusively represented by or controlled by a Party, directly or indirectly, including, without limitation, patents, trademarks, service marks, design rights, copyright (including all copyright in any designs and computer software), source codes, moral rights, databases, trade or business names, whether capable of registration or not, but including any right to register same.
• 3.11“Losses” means all direct losses, liabilities, costs, expenses, fines, penalties, damages, claims and all related costs and expenses (including legal fees on the scale as between attorney and own client, tracing and collection charges, costs of investigation, interest and penalties).
• 3.12“Minimum Advertised Price” or “MAP” means the lowest price at which the Customer may advertise Goods or Services as defined in clause 10.
• 3.13“Order” means an oral or written request by the Customer to the Company for the Company to supply Goods or render Services to the Customer;
• 3.14“Party/Parties” mean either or both the Company or the Customer.
• 3.15“POPIA” means the Protection of Personal Information Act 4 of 2013;
• 3.16“Price” means the Price agreed between the Company and the Customer for the Goods or the Services, and such price will exclude VAT unless otherwise indicated by the Company;
• 3.17“Pricelist” means the list of indicative prices and MAP for Goods and Services sold by the Company as published by the Company from time to time;
• 3.18“Privacy Policy” means the Privacy Policy as published on the Company’s website;
• 3.19“Quotation” means the Company’s written response to the Customer’s request for pricing of Goods or Services;
• 3.20“Services” mean Services provided by the Company to the Customer;
• 3.21“Special Order Goods” means Goods that a supplier expressly or implicitly was required or expected to procure, create or alter specifically to satisfy the customer’s requirements;
• 3.22“VAT” means valued-added tax levied in terms of the Value-Added Tax Act, 89 of 1991, as amended.

4. customer agreement

• 4.1A Customer Agreement comes into being where the Customer has submitted a Customer Application to the Company and the Company has accepted the Customer Application.
• 4.2On submission by the Customer to the Company of a complete Customer Application, the Company will review the Customer Application. Should the Company wish to do business with the Customer, the Company will communicate its acceptance of the Customer Application to the Customer.
• 4.3On acceptance by the Company, the Customer Application together with these Sales Terms will become a binding agreement between the Company and the Customer.
• 4.4Any variations of these Sales Terms will automatically become part of the Customer Agreement, effective from the date on which the amended Sales Terms are published on the Company website.
• 4.5The Customer Agreement will commence on the date on which the written acceptance of the Customer Application is issued by the Company and will continue until the Customer Agreement is cancelled by either Party providing written notice of cancellation to the other Party.
• 4.6Termination of the Customer Agreement will not affect any obligations of the Customer to the Company in terms of the Customer Agreement, which obligations arose prior to the date of termination. Specifically, on termination, the Customer remains liable for any amounts owed to the Company, all such amounts becoming due immediately on termination.
• 4.7The fact that the Customer has done business with the Company in the past does not result in a Customer Agreement. Only a valid Customer Application submitted by the Customer and accepted by the Company will result in a Customer Agreement.

5. responsibilities of the customer

• 5.1The Customer agrees that it will notify the Company if it receives any notification that the Company has changed its banking details if the notification has not been received from the Company.
• 5.2 The Customer further agrees that any payments made by the Customer to any other bank account will not constitute a valid discharge of their obligations.
• 5.3The Customer is responsible for all losses they suffer as a result of the Customer or its employees not complying with their obligations in terms of this agreement, including any amounts paid into a bank account that is not owned by the Company.
• 5.4The Customer is responsible for advising the Company of any changes to its details, including contact details and address details of the Customer within 5 Business Days of it changing.

6. authority and indemnity

• 6.1The Customer warrants that its employees, agents or servants are authorised to conclude the Customer Agreement and place orders in terms of the Customer Agreement.
• 6.2The Customer will be bound by the terms of the Customer Agreement if at any time a director, member or partner of the Customer has purported or purports to perform any act on behalf of the Customer without being authorized to do so.

7. placing of orders

• 7.1Orders placed by the Customer can either be made orally or in writing.
• 7.2Upon receiving an Order, the Company will generate a sales order or a pro forma invoice detailing the Goods or Services and the Price relating to the Order. It is the Customer’s responsibility to ensure that the Order is placed correctly, and that the Goods, Services and all of the Customer details are reflected correctly on the sales order or pro forma invoice.
• 7.3The production of a delivery note, or invoice setting out the Goods or Services concerned and the Price is deemed to be acceptance of the order by the Company.
• 7.3It will be the obligation and responsibility of the Customer to ensure that its Order clearly and accurately specifies, in all aspects, the requirements of the Customer.
• 7.4The Company reserves the right to charge a reasonable cancellation fee for orders cancelled by the Customer.

8. special order goods

• 8.1Orders placed for Special Order Goods by the Customer must be made in writing.
• 8.2The Customer will pay the Company a deposit as defined in the Sales Order (“the Deposit”) for the Special Order Goods ordered.
• 8.3In the event of the cancellation by the Customer of the purchase of the Special Order Goods from the Company, and notwithstanding any other legal remedies that may be available to the Company, the Company reserves the right to retain the Deposit, in part or full payment, towards losses that the Company may suffer as a result of the Customer’s cancellation of the order.
• 8.4The Customer acknowledges that Special Order Goods are acquired specifically to satisfy the customer’s requirements. Accordingly, the Company will incur losses in attempting to resell, or may be unable to resell, the Special Order Goods to another customer.
• 8.5In the circumstances, the Customer acknowledges that both the amount of the Deposit and any retention of the Deposit by the Company is fair, reasonable and just.
• 8.6The Company is not obliged to accept the return of Special Order Goods. If the Company believes that the Special Order Goods can be resold, the Company will accept the return at a price and on terms determined on a case by case basis as agreed between the Company and the Customer.

9. price

• 9.1Unless otherwise agreed in writing, the Goods or Services will be supplied at the ruling price on the date of dispatch of the Goods from or the rendering of Services by the Company.
• 9.2Prices are subject to adjustment for any increases in the cost of Goods or Services that may arise between the date of acceptance of the Quotation and the delivery of the Goods or Services, arising directly or indirectly from any cause whatsoever, whether statutory or otherwise.
• 9.3Unless otherwise expressly stated, the Price is exclusive of VAT, which will be for the account of the Customer, unless the Customer has given acceptable proof to the Company that the supply is a zero-rated or an exempt supply. The Customer must pay or reimburse to the Company the amount of any VAT simultaneously with the Price.
• 9.4An export transaction is defined as a transaction where the Company supplies the Goods or Services directly to an export location, which transaction will attract VAT at a zero rate. Any Goods or Services delivered to a location in South Africa, regardless of the final destination of the Goods, will attract VAT at the full rate.
• 9.5The Customer is obliged to pay to the Company in addition to the Price:

• 9.5.1the amount of any tax, duty or other charge of any nature whatsoever imposed by any law, regulation or enactment of whatsoever nature which comes into force on a date after the date on which any Price charged is determined;
• 9.5.2any additional costs in relation to a transaction with the Customer, reasonably incurred by the Company, of any nature arising due to factors beyond the control of the Company;
• 9.5.3any additional costs relating to the delay by the Customer.

• 9.6Any expense incurred by the Company at the instance of the Customer in modifying or otherwise altering or making additions to the design, quantities or specifications for standard Goods or Services, and any expenses arising as a result of suspension of work by the Company due to instructions given, or a failure to give instruction by the Customer, will be added to the Price in respect of the relevant Goods or Services.
• 9.7The Pricelist will be published by the Company from time to time and represents an indicative price for the Goods or Services. The prices on the Pricelist are not a binding price and do not represent an offer by the Company, but are merely an indication of the price that the Customer would pay should they decide to do business with the Company.

10. minimum advertised price

• 10.1In order to protect and maintain the strong brand recognition and perceived value of the Company’s Goods and Services, the Company has adopted a policy of a Minimum Advertised Price on certain Goods.
• 10.2The MAP represents the lowest price the Customer may advertise the Goods or Services in any public forum, physical signage, in any media, and online.
• 10.3Where applicable, the Company will publish the MAP as part of the Pricelist from time to time.
• 10.4Although the Customer shall have sole discretion as to the selling price of the Goods and Services, the Customer agrees to adhere to the Minimum Advertised Price policy.
• 10.5In cases of violation of the MAP policy, the Customer will be notified by the Company and will be allowed 48 hours to bring the advertised price in line with the MAP policy. In cases of intentional or repeat failure to abide by this policy, the Company shall be entitled to cancel all orders with the Customer and cease the relationship with the Customer.

11. quotations

• 11.1A Quotation given by the Company will constitute an invitation to the Customer to do business with the Company.
• 11.2The Company may revoke the Quotation at any time before acceptance.
• 11.3A Quotation is open for acceptance for a period of 7 Business days of the date failing which it automatically lapses.
• 11.4The Customer may accept a quotation:

• 11.4.1either orally or in writing; or
• 11.4.2by making payment of the Price on the quotation, either partly or in full.

• 11.5A Quotation is submitted by the Company as one indivisible transaction and must be accepted in its entirety. The Company may, in its sole discretion, accept an Order from the Customer in relation to a partial Quotation.
• 11.6The Price is based on the rates of exchange, freight charges, insurance, rail costs, cost of labour and material, and other charges ruling at the date of the Quotation. In the event of any increases occurring subsequent to the date of acceptance of the Quotation in any of the aforesaid rates or charges, as the case may be, the Company will be entitled, prior to delivery, to furnish the Customer with an amended Quotation reflecting such increases, which Quotation is required to be accepted in the same fashion as set out above.
• 11.7The Price quoted by the Company is based on the site location as provided by the Customer. The Company reserves the right to increase the Price quoted should the site location differ from the initial site location provided by the Customer.

12. delivery, ownership, and risk

• 12.1Once the Company receives an offer from the Customer to deliver the Goods, the Company will endeavor to dispatch the Goods as soon as reasonably practicable (which may be longer than 30 calendar days) to the address the Customer specifies. The Company will try to adhere to estimated delivery dates but accepts no liability for failing to do so. The Customer may not withdraw any offer due to a delay in delivery.
• 12.2All risk of loss or damage to the Goods will pass to the Customer upon delivery of the Goods. Delivery is defined as follows:

• 12.2.1Where the Company delivers the Goods to the Customer, whether directly or through a third-party delivery service appointed by the Company, delivery occurs when the Goods are physically delivered to the delivery address;
• 12.2.2Where the Customer appoints a third party to act as a delivery service on their behalf, delivery occurs once the Goods are received by the third-party delivery service; or
• 12.2.3Where the Customer collects the Goods themselves, delivery occurs when the Goods are received by the Customer.

• 12.3Ownership in the Goods will only pass to the Customer upon full payment of the Price.
• 12.4The Company may withhold the delivery of the Goods if the Customer does not comply with any of its obligations under the contract. The Customer indemnifies the Company against any and all damages that the Customer may suffer for the Customer’s inability to comply with its obligations under these Sales Terms.
• 12.5Should the Customer request a change in its requested delivery date at a time when the Company has already incurred costs in attempting to comply with the date originally requested, the Customer will be responsible for all additional costs and expenses incurred by the Company in altering the delivery date.
• 12.6Where the Company is prevented from effecting delivery of the Goods or providing the Services to the Customer due to any act or omission on the part of the Customer, the Company will be entitled to charge the Customer a reasonable fee for the storage of the Goods until it is no longer prevented from effecting delivery of the Goods or provision of the Services. In addition, the Customer will be responsible for all additional costs and expenses incurred by the Company in attempting to deliver the Goods or providing the Services (including travel, labour, and accommodation) as well as all additional costs and expenses incurred by the Company in the subsequent delivery of the Goods or provision of Services.
• 12.7The Customer must ensure that routes to and from the points of delivery of Goods or provision of Services on site are safe and suitable for the delivery vehicles, and that full and free access is available for the delivery vehicles of the Company or its transport service providers. The Company reserves the right to refuse to enter the Customer’s site to make delivery or provide Services if in the Company’s opinion the Customer’s site is unsafe.
• 12.8The Customer must ensure that the delivery vehicles of the Company or its transport service providers are instructed to offload the Goods at the Customer’s desired point on the site. In the event of the Goods being offloaded at an incorrect point due to a failure by the Customer to so instruct, the Company will not be liable for any loss arising therefrom, whether direct, consequential, special or general.
• 12.9The Customer must notify the Company if there is any damage to the Goods or if any of the Goods are missing within 48 hours of delivery of the Goods. By signing the relevant delivery note, invoice, courier’s waybill, or other documentation provided by the Company, the Customer acknowledges that the Goods were received in good order, condition, and repair and conform in all respects with the quantity, nature, and quality of the Goods purchased by the Customer.
• 12.10Any notification by the Customer in terms of Clause 12.9 must indicate clearly and comprehensively the Customer’s complaint regarding the Goods and must include a full and detailed description of the circumstances giving rise to the complaint. The Customer must provide such additional information and documentation in respect of the Goods as the Company may reasonably require.
• 12.11If the Company is satisfied that the Goods are defective, the Company may, at its sole and absolute discretion, repair or replace the Goods, or refund the Price of the Goods to the Customer. The decision as to whether to repair, replace or refund the Price of the Goods will be made by the Company in its sole and absolute discretion.
• 12.12The Company may require the Customer to return the defective Goods to the Company at the Company’s expense, failing which the Company will not be obliged to repair, replace or refund the Price of the defective Goods.
• 12.13The Company will not be liable for any defects in the Goods that result from normal wear and tear, misuse, abuse, negligence, or accident.
• 12.14The Customer may not cancel an Order once it has been accepted by the Company without the Company’s prior written consent.
• 12.15If the Company consents to the cancellation of an Order, the Customer will be liable for all costs and expenses incurred by the Company in preparing the Goods for delivery to the Customer, as well as all costs and expenses incurred by the Company in recovering the Goods from the Customer.
• 12.16In the event that the Customer cancels an Order, the Company will refund the Price of the Goods to the Customer less any costs and expenses incurred by the Company in preparing the Goods for delivery to the Customer and recovering the Goods from the Customer.

13. force majeure

• 13.1Neither party will be liable for any failure to perform its obligations under the contract if such failure results from circumstances beyond its reasonable control, including but not limited to acts of God, war, civil unrest, fire, flood, drought, strikes, lockouts, or other industrial disputes, embargoes, or accidents.
• 13.2If either party is affected by a force majeure event, it must:

• 13.2.1Promptly notify the other party in writing of the nature and extent of the force majeure event causing its failure or delay in performance;
• 13.2.2Make all reasonable efforts to mitigate the effect of the force majeure event on the performance of its obligations under the contract; and
• 13.2.3Use all reasonable efforts to resume full performance of its obligations under the contract as soon as reasonably practicable.

• 13.3If a force majeure event continues for more than 30 days, either party may terminate the contract by giving written notice to the other party, in which case neither party will have any liability to the other except that the Customer will be liable for any Goods delivered or Services provided prior to the date of termination.

14. governing law and jurisdiction

• 14.1The contract will be governed by and construed in accordance with the laws of South Africa.
• 14.2The parties irrevocably submit to the exclusive jurisdiction of the courts of South Africa in respect of any dispute arising out of or in connection with the contract.

15. general

• 15.1The Customer may not assign, transfer, or subcontract any of its rights or obligations under the contract without the prior written consent of the Company.
• 15.2The Company may at any time assign, transfer, or subcontract any of its rights or obligations under the contract without the consent of the Customer.
• 15.3No waiver by the Company of any breach of the contract by the Customer will be considered as a waiver of any subsequent breach of the same or any other provision.
• 15.4If any provision of the contract is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of the contract and the remainder of the provision in question will not be affected.
• 15.5The contract constitutes the entire agreement between the parties in relation to its subject matter and supersedes all previous agreements, understandings, and arrangements between the parties relating to its subject matter.
• 15.6Each party acknowledges that in entering into the contract it does not rely on any statement, representation, assurance, or warranty (whether made innocently or negligently) that is not set out in the contract.
• 15.7Nothing in the contract will be construed as creating a partnership or joint venture of any kind between the parties or as constituting any party as the agent of another party for any purpose.
• 15.8Any notice required to be given under the contract must be in writing and may be delivered by hand, sent by pre-paid first-class post, or sent by email to the other party’s registered office or such other address as may be notified in writing from time to time. A notice will be deemed to have been received:

• 15.8.1If delivered by hand, on the day of delivery;
• 15.8.2If sent by pre-paid first-class post, on the second Business Day after posting; or
• 15.8.3If sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 13.9, business hours means 9.00 am to 5.00 pm Monday to Friday on a day that is not a public holiday in the place of receipt.

16. confidentiality

• 16.1Each party agrees to keep confidential all Confidential Information of the other party disclosed to it during the term of the contract and for a period of 2 years after its termination, unless such Confidential Information is required to be disclosed by law or by any regulatory authority.
• 16.2Each party may disclose the other party’s Confidential Information to its employees, officers, representatives, or advisers who need to know such information for the purposes of carrying out the party’s obligations under the contract. Each party must ensure that its employees, officers, representatives, or advisers to whom it discloses the other party’s Confidential Information comply with this clause 14.

17. interpretation

In these Sales Terms:

• 17.1“Business Day” means a day other than a Saturday, Sunday, or public holiday in South Africa.
• 17.2“Company” means SMV: Venison Processing (Pty) Ltd, a company incorporated in South Africa with registration number 2021/123456/07.
• 17.3“Confidential Information” means any information that is not generally known to the public, whether or not marked as confidential, including but not limited to information relating to the business, operations, customers, suppliers, plans, intentions, or market opportunities of a party.
• 17.4“Contract” means the contract between the Company and the Customer for the sale and purchase of Goods or provision of Services, comprising the Quotation, these Sales Terms, and any other documents expressly incorporated into the contract.
• 17.5“Customer” means the person, firm, or company who purchases Goods or Services from the Company, as identified in the Quotation.
• 17.6“Goods” means the goods (including any installment of the goods or any parts for them) described in the Quotation.
• 17.7“Order” means an order for Goods or Services placed by the Customer with the Company, as identified in the Quotation.
• 17.8“Price” means the price of the Goods or Services as set out in the Quotation.
• 17.9“Quotation” means the quotation for Goods or Services provided by the Company to the Customer, as accepted by the Customer.
• 17.10“Services” means the services described in the Quotation.

18. words imported from the customer and their effect

• 18.1A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.
• 18.2Any words following the terms including, include, in particular, for example, or any similar expression will be construed as illustrative and will not limit the sense of the words, description, definition, phrase, or term preceding those terms.

19. CONTACT

• 19.1For further information about these Sales Terms, please do not hesitate to contact us directly using the contact information contained on our website.