Ceramic

1. The Customer agrees that (a) this Agreement represents the entire Agreement between the Customer and Ceramic Industries Ltd (hereinafter called Ceramic Industries) and that no alterations or additions to this Agreement may be effected unless agreed to by both parties, reduced to writing and signed by the Customer and a duly authorised representative of Ceramic Industries; (b) this Agreement will govern all future contractual relationships between the parties; (c) this Agreement is applicable to all existing debts between the parties; (d) this Agreement is final and binding and is not subject to any suspensive or dissolutive conditions; (e) any conflicting conditions stipulated by the Customer are expressly excluded; (f) these terms supersede all previous conditions without prejudice to any securities or guarantees held by Ceramic Industries and (g) these terms apply to all servants and subcontractors of Ceramic Industries.

2. This Agreement only becomes final and binding on receipt of the acceptance by Ceramic Industries at its business address in Centurion.

3. The signatory hereby binds himself / herself in his / her personal capacity as Director (in the case of a company), Member (in the case of close corporations) or Owner or Partner as co-debtor jointly and severally for the full amount due to Ceramic Industries and agrees that these Standard Conditions will apply mutatis mutandis to him / her.

4. The Customer acknowledges that it does not rely on any representations made by Ceramic Industries in regard to the goods and services or any of its qualities leading up to this Agreement other than those contained in this Agreement. All specifications, price lists, performance figures, advertisements, brochures and other technical data furnished by Ceramic Industries in respect of the goods or services orally or in writing will not form part of the Agreement in any way unless agreed to in writing by Ceramic Industries.

5.1 The Customer agrees that neither Ceramic Industries nor any of its employees will be liable for any negligent or innocent misrepresentations made to the Customer.
5.2 It is the sole responsibility of the Customer to determine that the goods or services ordered are suitable for the purposes of intended use.
5.3 The Customer agrees to pay all costs resulting from any acts or omission of the Customer including suspension of work, modification of requirements, failure or delay in giving particular requisite to enable work to proceed on schedule or requirements that work be completed earlier than agreed.
5.4 Ceramic Industries reserves the right at its sole discretion to provide alternative products to those ordered by the Customer should said equipment manufacture be superseded, replaced or terminated.

6.1 All quotes will remain valid for a period of 14 days from the date of the quote or until the date of issue of a new Price List, whichever occurs first.
6.2 All quotes are subject to the availability of the goods or services and subject to correction of bona fide errors by Ceramic Industries; and the prices quoted are subject to any increases in the cost price, including currency fluctuations, of Ceramic Industries before acceptance of the order.
6.3 The amount of the increase shall be certified by any independent auditor and such certificate shall be final and binding on the Customer.
6.4 The Customer hereby confirms that the goods or services on the Tax Invoice issued duly represent the goods or services ordered by the Customer at the prices agreed to by the Customer and, where delivery / performance has already taken place, that the goods or services were inspected and that the Customer is satisfied that these conform in all respects to the quality and quantity ordered and are free from any defects.
6.5 Notwithstanding the provisions of section 1 above, all orders or variations to orders, whether oral or in writing, shall be binding and subject to these standard conditions of agreement and may not be cancelled.
6.6 Ceramic Industries shall be entitled in its sole discretion to split the delivery / performance of the goods or services ordered in the quantities and on the dates it decides.
6.7 Ceramic Industries shall be entitled to invoice each delivery / performance actually made separately.
6.8 Any delivery note or waybill (copy or original) signed by the Customer or a third party engaged to transport the goods and held by Ceramic Industries shall be conclusive proof that delivery was made to the Customer.
6.9 The risk of damage to, destruction or theft of goods shall pass to the Customer on conclusion of the agreement of sale and the Customer undertakes to comprehensively insure the goods until paid for in full. Ceramic Industries may recover insurance premiums from the Customer for such uninsured goods.
6.10 Delivery and performance times given are merely estimates and are not binding on Ceramic Industries.
6.11 If Ceramic Industries agrees to engage a third party to transport the goods, Ceramic Industries is hereby authorised to engage a third party on the Customer's behalf and on the terms deemed fit by Ceramic Industries.
6.12 The Customer indemnifies Ceramic Industries against any claims that may arise from such agreement in clause 6.11 against Ceramic Industries.
6.13 The Customer acknowledges all copyrights and shall not duplicate copyrighted material and that each attempt shall immediately render the full prevailing price payable to Ceramic Industries.
6.14 The Customer shall indemnify Ceramic Industries against any claims, costs and expenses arising out of the infringement of copyright, patent, trade mark or design.

7.1 New goods are guaranteed according to the Manufacturer's product specific warranties only and all other guarantees including common law guarantees are hereby specifically excluded. Services carry no guarantee.
7.2 Liability under Clause 7.1 is restricted to the cost of repair or replacement of faulty goods or services or granting of a credit at the sole discretion of Ceramic Industries.
7.3 No claim under this Agreement shall arise unless the Customer has, within 7 days of the alleged breach or defect occurring, given Ceramic Industries 30 days written notice by prepaid registered post to rectify any defect or breach of Agreement.
7.4 To be valid, claims must be supported by the original Tax Invoice.
7.5 Where possible the Customer shall return any defective goods to the premises of Ceramic Industries at the Customer's own cost and packed in the original packaging of the goods.
7.6 All guarantees are immediately null and void should any goods be tampered with or should the seals on goods be broken by anyone other than Ceramic Industries or should the goods be operated or stored outside the Manufacturer's specifications.

8.1 Under no circumstances shall Ceramic Industries be liable for any consequential damages or for any delictual liability of any nature whatsoever.
8.2 Under no circumstances shall Ceramic Industries be liable for any damage arising from any misuse or abuse of the goods.

9. Delivery of the goods to the Customer shall take place at the place of business of Ceramic Industries.

10.1 The Customer agrees that the amount contained in a Tax Invoice issued by Ceramic Industries shall be due unconditionally (a) cash on order; or (b) if the Customer is a Credit Approved Customer within 30 days from the end of the month in which a Tax Invoice has been issued by Ceramic Industries.
10.2 The Customer agrees to pay the amount on the Tax Invoice at the offices of Ceramic Industries or any other place designated by Ceramic Industries.
10.3 The risk of payment by cheque through the post rests with the Customer.

11.1 The Customer has no right to withhold payment for any reason whatsoever and agrees that no extension of payment of any nature shall be extended to the Customer and any such extension will not be applicable or enforceable unless agreed to by Ceramic Industries, reduced to writing and signed by the Customer and a duly authorised representative of Ceramic Industries.
11.2 The Customer is not entitled to set off any amount due to the Customer by Ceramic Industries against this debt.
11.3 All discounts shall be forfeited if payment in full is not made on the due date.

12.1 The Customer agrees that the amount due and payable to Ceramic Industries may be determined and proven by a certificate issued and signed by any independent auditor. Such certificate shall be binding and shall be prima facie proof of the indebtedness of the Customer.
12.2 Any printout of computer evidence tendered by any party shall be admissible evidence and no party shall object to the admissibility of such evidence purely on grounds that such evidence is computer evidence or that the requirements of the Computer Evidence Act have not been met.
13.1 The Customer agrees that interest shall be payable on any moneys due to Ceramic Industries at the maximum legal interest rate prescribed in terms of the Usury Act, from the date it falls due. In the case of late payment interest shall be calculated from the date of order.
13.2 The Customer expressly agrees that no debt owed to Ceramic Industries by the Customer shall become prescribed before the passing of a period of ten years from the date the debt falls due.

14.1 The Customer agrees that if an account is not settled in full (a) against order; or (b) within the period agreed in clause 10.1 above in the case of a Credit Approved Customer; Ceramic Industries is: (i) entitled to immediately institute action against the Customer at the sole expense of the Customer; or (ii) to cancel the agreement and take possession of any goods delivered to the Customer and claim damages. These remedies are without prejudice to any other right Ceramic Industries may be entitled to in terms of this agreement or in law.
14.2 A Credit Approved Customer will forthwith lose this approval when payment is not made according to the conditions of 10.1(b) and all amounts then outstanding shall immediately become due and payable.

15.1 In the event of cancellation, the Customer shall be liable to pay (a) the difference between the selling price and the value of the goods at the time of repossession and (b) all other costs incurred in the repossession of the goods. The value of repossessed or retained pledged goods shall be deemed to be the value placed on them by any sworn valuator after such repossession, and such valuation shall be conclusive proof of the value. If the goods are not recovered for any reason whatsoever, the value shall be deemed to be nil.
15.2 The Customer irrevocably authorises Ceramic Industries to enter its premises to repossess any goods delivered and indemnifies Ceramic Industries completely against any damage whatsoever relating to the removal of repossessed goods.
15.3 In the event of cancellation Ceramic Industries is entitled not to produce any unmade balance of a contract and to recover any loss sustained thereby from the Customer.
16.1 All goods supplied by Ceramic Industries remain the property of Ceramic Industries until such goods have been fully paid for whether such goods are attached to other property or not.

16.2 The Customer is not entitled to sell or dispose of any goods unpaid for without the prior written consent of Ceramic Industries.
16.3 If any goods supplied to the Customer are of a generic nature and have become the property of the Customer by operation of law (confusio or commixtio) the Customer shall be obliged on notice of cancellation of the agreement to retransfer the same quantity of goods in ownership to Ceramic Industries.
16.4 The Customer agrees to accept any bulk quantity that does not exceed or fall short of the quantity ordered by more than 10% as good and complete performance and may request Ceramic Industries to pay only the pro rata contract price for the actual quantity dispatched which request will not be unreasonably withheld.

17.1 The Customer shall be liable to Ceramic Industries for all legal expenses on the attorney-and-own client scale of an attorney and counsel incurred by Ceramic Industries in the event of (a) any default by the Customer or (b) any litigation in regard to the validity and enforceability of this agreement. The Customer shall also be liable for any tracing, collection or valuation fees incurred as well as for any costs, including stamp duties, for any form of security that Ceramic Industries may demand.
17.2 The Customer shall pay three thousand Rand into court or furnish sufficient security in lieu of costs in any action instituted by or against the Customer.
17.3 The Customer agrees that Ceramic Industries will not be required to furnish security in terms of Rule 62 of the Rules of Court of the Magistrate's Courts or in terms of Rule 47 of the Law of the Supreme Court 59 of 1959.

18. The Customer agrees that no indulgence whatsoever by Ceramic Industries will affect the terms of this agreement or any of the rights of Ceramic Industries and such indulgence shall not constitute a waiver by Ceramic Industries in respect of any of its rights herein. Under no circumstances will Ceramic Industries be stopped from exercising any of its rights in terms of this Agreement.

19. Ceramic Industries shall have the right to institute any action in either the Magistrate's Court or the Supreme Court at its sole discretion.

20.1 Any document shall be deemed duly presented to the Customer within (i) 3 days of prepaid registered mail to any of the Customer's business or postal addresses or to the personal address of any director, member or owner of the Customer; or (ii) within 24 hours of being faxed to any of the Customer's fax numbers or any director, member's or owner's fax numbers; (iii) on being delivered by hand to the Customer or any director, member or owner of the Customer; (iv) within 48 hours if sent by overnight courier; or (v) within 24 hours of being telexed to the Customer's telex number.
20.2 The Customer chooses domicilium citandi et executandi at the business address or the physical addresses of any Director (in the case of a company), Member (in the case of close corporations) or of the Owner(s) or Partner(s).
20.3 The Customer undertakes to inform Ceramic Industries in writing within 7 days of any change of Director, Member, Shareholder, Owner or Partner or address or 14 days prior to selling or alienating the Customer’s business and failure to do so will constitute a material breach of this agreement. Upon receipt of written notification of above information, Ceramic Industries reserves the right, at its sole discretion, to withdraw any credit facilities advanced to the Customer.
20.4 The Customer hereby consents to the storage and use by Ceramic Industries of the personal information that it has provided to Ceramic Industries for establishing its credit rating and to Ceramic Industries disclosing such information to credit control companies, banks and other institutions involved in rating credit. The Customer agrees that Ceramic Industries will not be held liable for the bona fide disclosure of any of this information to such a third party and that no further specific consent need to be obtained for the transfer of such information to a specific third party.

21. The Customer agrees to the Standard Rates of Ceramic Industries for any goods or services rendered, which rates may be obtained on request.

22. The invalidity of any part of this Agreement shall not affect the validity of any other part.

23. Any order is subject to cancellation by Ceramic Industries due to force majeure from any cause beyond the control of Ceramic Industries, including (without restricting this clause to these instances): inability to secure labour, power, materials or supplies, or by reason of an act of God, war, civil disturbance, riot, state of emergency, strike, lockout, or other labour disputes, fire, flood, drought or legislation.

24. Any order is subject to cancellation if the Customer breaches any term of this Agreement or makes any attempt of compromise, liquidation, sequestration, termination or judgement is recorded against the Customer or any of its principals.

25. The Customer agrees that Ceramic Industries will be immediately and irrevocably released from any contractual damages and penalty obligations should any event in clause 23 or 24 occur.

26. This Agreement and its interpretation is subject to South African law.

Copyright, 1998 CreditMasters Ver.6.13 (012) 466 355  masters@global.co.za