Terms & Conditions
AHRHOFF SA (Pty)Ltd: Standard Terms and Conditions of Purchase/Trade
1.1. These terms and conditions shall apply to any order for the purchase of any product of AHRHOFF SA (Pty)Ltd by any Client.
1.2. Notwithstanding the threshold limitations contained in the Consumer Protection Act (CPA), the parties wish to incorporate specific sections of the CPA through reference and for these to be applicable to them as part of these terms and conditions.
1.3. Should there be any conflict between these terms and any other terms of purchasing proposed by the Parties, these terms will apply unless specifically recalled by specifically reference to these terms.
2. LABELLING AND NOTICES
2.1. AHRHOFF SA (Pty)Ltd ensures, as far as possible, that the labelling of the products complies with the applicable laws. The Client however needs to ensure that the Product ordered is indeed the Product which is delivered and supplied as AHRHOFF SA (Pty)Ltd will not accept liability for any wrongly delivered Product if marked and labelled correctly.
3. ORDER, PRICE & PAYMENT
3.1. The prices quoted are Nett prices to which VAT will be added when the invoice is issued unless proof can be provided of VAT Registration Certificate 103 (Section11(1)(G)) of the Act exempting the Farm Feeds from VAT payment (zero rated).
3.2. A quotation will be issued to the client by AHRHOFF SA (Pty)Ltd via e-mail address as provided by the client. On receipt of confirmation of the quotation, an invoice will be issued for payment.
3.3. If Full Payment (EFT) is received on Purchase Order, a 3 % settlement discount is offered.
3.4. A 6% trade discount is offered on a pre-paid Purchase Order (EFT) for a direct consignment from Germany of 20,000 kg.
3.5. Payment (EFT) received within 30 days of Invoice is nett.
3.6. The payment will be made free of deduction and without any set-off whatsoever.
3.7. Technical Advisors/Sales consultants may not alter any quotation or invoice amount.
3.8. All delivery cost to destination other than agreed, irrespective of the manner or time thereof, including the cost of off‐loading unless stipulated otherwise on the order will be for the Client’s account;
3.9. A 10% Order Cancellation Fee based on the value of the shipment will apply.
3.10. Interest will be charged on overdue accounts (after 30 days) at 2.5% per month.
4.1. Goods are delivered in its condition as stipulated on the product label.
4.2. The Client has to examine the delivered product, quality and weight. Complaints are to be made immediately after arrival of the goods. Goods need to be inspected by the Client immediately and any discrepancies must be endorsed on the waybill of the transport company.
4.3. AHRHOFF SA (Pty) Ltd arranges for the delivery of the product to the Client as stipulated on the Purchase Order/Quotation:
4.3.1. at the address specified on the order and to no other address;
4.3.2. during normal working hours from Monday to Friday;
4.4. Where applicable, the product delivered by AHRHOFF SA (Pty) Ltd to the Client shall be accompanied by a separate delivery note and, where applicable, an itemised waybill.
4.5. The Client shall be responsible for the off‐loading or discharge of the product at the Client’s premises.
4.6. The Client is to ensure that the delivery note is signed by a properly authorized person. Such signature shall be deemed to confirm the accuracy of the content of the delivery note and shipment.
5. MASS AND OTHER SPECIFICATIONS
5.1. AHRHOFF SA (Pty)Ltd shall have the right, at its option, to determine the nett mass of the product by whatever means required. Should the Client dispute the mass of the product delivered, the Client must furnish AHRHOFF SA (Pty) Ltd with the reasons for such dispute in writing within 4 (four) days of the date AHRHOFF SA (Pty)Ltd communicated the mass of the product to the Client, failing which the rights of the Client shall be deemed to be waived.
6.1. Notwithstanding any other provisions contained in the agreement, ownership of the products and the risk of loss, damage or destruction of the products shall pass to the Client once the product is delivered, off‐loaded or discharged at the off‐loading point.
6.2. In addition to any other rights which AHRHOFF SA (Pty) Ltd may have in law or in terms of this agreement, any defects in the product shall, at AHRHOFF’s discretion either be made good to the Client free of charge or AHRHOFF SA (Pty) Ltd shall be obliged to supply replacement products to the Client.
6.3. Risk of loss or damage to the product during delivery on his premises by his personnel remains with the Client.
7. RETURN OF PRODUCTS
7.1. For material defects which existed when the Product was delivered, AHRHOFF SA (Pty)Ltd will only be liable to either replace the Product or remunerate the Client to the value for which it was purchased.
7.2. Any claims whatsoever against AHRHOFF SA (Pty)Ltd will expire within 6 months after delivery of the product to the Client.
7.3. AHRHOFF SA (Pty)Ltd shall not be liable under any circumstances whatsoever for any damages, loss of profit, whether direct or indirect, consequential or otherwise, alleged to be sustained by the Client due to the delivery of defective products.
8. PRODUCT RECALL
8.1. AHRHOFF SA (Pty)Ltd may, at any time, initiate a product recall if, in its sole discretion, the product does not conform to applicable safety standards or that it may otherwise pose a safety or health issue. Such a recall may be initiated if AHRHOFF SA (Pty)Ltd has become aware or suspects that a product does not conform with any requirements or as a result of Client complaints or reports on product failures, defects, hazards or personal injury, illness or damages to property.
8.2. The Client is also under an obligation to inform AHRHOFF SA (Pty)Ltd and to initiate a product recall should he/she become aware of any of the circumstances referred to in 8.1 above. In addition to the foregoing, it also acknowledges that the National Consumer Commission may, in terms of the provisions of Section 60 of the CPA, carry out the recall programme on any terms required by it.
8.3. In the event of a product recall under the abovementioned circumstances, the Client shall be entitled to return all recalled products to AHRHOFF SA (Pty)Ltd forthwith who will issue a credit note to the Client in respect thereof.
9.1. AHRHOFF SA (Pty)Ltd or its representative or any inspector nominated by AHRHOFF SA (Pty)Ltd shall at all times have access to the site, works, store or places where any product or portion thereof is being stored, and shall have the right to inspect and /or test any portion of the product and/or give such directions in writing as may be deemed desirable in connection with the storage of the product. Failure by the Client to comply with any request for inspection/testing will render any defective claims null and void.
10. GOVERNING LAW
This agreement shall be governed by and interpreted in accordance with the laws of South
Africa in all respects.
11.1. The Client consents to the jurisdiction of the Magistrate’s Court as required by Section 45 of Act 32 of 1944, as amended, in respect of any action or proceedings which may be brought against it by AHRHOFF SA (Pty)Ltd, provided that AHRHOFF SA (Pty)Ltd shall be entitled to bring proceedings in the High Court if such proceedings would, but for the aforegoing consent, fall outside the jurisdiction of the Magistrate’s Court.
11.2. If the Client is not a resident of and does not carry on business in South Africa, then the Client consents and submits to the jurisdiction of either –
11.2.1. the division of the High Court of South Africa in which AHRHOFF SA (Pty)Ltd or a company in the Group has its registered address or principal place of business; or
11.2.2. the Western Cape High Court, Cape Town; and all courts of appeal there from for all purposes arising out of this agreement.
11.3. The Client shall be liable to AHRHOFF SA (Pty) Ltd for all legal expenses on the attorney-and-own-client scale incurred by AHRHOFF SA (Pty) Ltd in the event of:
11.3.1. any default by the Client; or
11.3.2. any litigation in regard to the validity and enforceability of this Agreement.
11.4. The Client shall also be liable for any tracing, collection or valuation fees incurred.
12. FORCE MAJEURE
12.1. Should AHRHOFF SA (Pty)Ltd be prevented or restricted directly or indirectly from carrying out any of the obligations under this agreement by any cause beyond its reasonable control, including, without limitation, war, civil commotion, riot, insurrection, strikes, lockouts, fire, explosion, flood, earthquake, bad weather, acts of God and acts of State (“force majeure”), AHRHOFF SA (Pty)Ltd shall be relieved of such obligations during the period that force majeure continues.
12.2. Should the force majeure continue for a period in excess of 1 (one) month, AHRHOFF SA (Pty)Ltd shall be entitled to terminate the agreement or order in its sole and absolute discretion.
13. SUSPENSION OF AHRHOFF SA (PTY)LTD ’s OBLIGATIONS
13.1. If the Client has not met any of its obligations, for whatsoever reason, without prejudice to any rights which AHRHOFF SA (Pty)Ltd may have, AHRHOFF SA may, until the obligations are met by the Client, suspend the carrying out of its obligations to the Client.
14.1 Should the Client default in the performance of any term or condition of this agreement AHRHOFF shall be entitled, without prejudice to any other rights, which it may have in law, to forthwith terminate this agreement in whole or in part, and/or claim damages and/or any outstanding amounts immediately from the Client or his/her/its estate.
14.2 Notwithstanding the generality of the aforegoing, the Client shall be deemed to be in default if –
14.2.1 the Client dies or is sequestrated, liquidated or surrenders his estate; or
14.2.2 the Client is in a partnership which is dissolved; or
14.2.3 the Client is a company, which is placed under a provisional or final order of liquidation or judicial management or business rescue; or
14.2.4 the Client compromises or attempts to compromise generally with any of its creditors.
15.1. Delivered goods remain the property of AHRHOFF SA (Pty)Ltd until full payment has been received.
16. CERTIFICATE OF INDEBTEDNESS
16.1. The Client agrees that the amount due and payable to AHRHOFF SA (Pty)Ltd may be determined and proven by a certificate issued and signed by any director or member or manager of AHRHOFF SA (Pty)Ltd, whose authority need not be proven, or by any independent auditor. Such certificate shall be binding and shall be prima facie proof of the indebtedness of the Consumer.
17. SURETY AND CO-PRINCIPAL DEBTOR
17.1. The signatory of the Client hereby binds himself / herself in his / her personal capacity as surety and co-principal debtor jointly and severally for the full amount due to AHRHOFF SA (Pty)Ltd and agrees that these Standard Terms and Conditions of Agreement will apply in the exact same way to him / her.
17.2. It is specifically recorded that the signatory in his / her capacity as surety chooses its address for any notification or service of legal documents or processes as the business address of the Client or his / her physical addresses as found in the order.
17.3. The Client guarantees payment to AHRHOFFSA (Pty)Ltd of the difference between any amount owed to AHRHOFF SA (Pty)Ltd immediately prior to any compromise, settlement or pursuant to any business rescue plan as provided for in the Companies Act No 71 of 2008 and the amount that AHRHOFF SA (Pty)Ltd actually received from the Client by way of reduction of AHRHOFF’s claim against the Client, whether having received the amount by way of compromise, settlement or pursuant to any business rescue plan, irrespective of whether the plan provides for the release of the Client, or under any circumstance of whatsoever nature.
18.1. The Client hereby irrevocably and in rem suam (concerning one’s own affairs) cedes, pledges, assigns, transfers and makes over to and in favour of AHRHOFF SA (Pty)Ltd, all its rights, title, interest in and to all claims of whatsoever nature and description and howsoever arising which the Client may now, or at any time hereafter have against all and any persons, companies, corporations, firms, partnerships, associations, syndicates and other legal personae whomsoever without exception as continuing covering security for the due payment of every sum of money which may now or at any time hereafter be or become owing by the Client from whatsoever cause or causes arising, which the Consumer may be or become bound to perform in favour of AHRHOFF SA (Pty)ltd, if being acknowledged that this cession is a cession in securitatim debiti and is not an out and out cession.
18.2. Should it transpire that the Client entered into prior deeds of cession or otherwise disposed of any of the rights, title and interest in and to any of the debts which will from time to time be subject to the cession, then this cession shall operate as a cession of all the Client’s reversionary rights.
19.1. In this agreement, unless the context required otherwise:
19.1.1. words importing any one gender shall include the other gender;
19.1.2. the singular shall include plural and vice versa;
19.1.3. a reference to natural persons shall include created entities (corporate or unincorporated) and vice versa; and
19.1.4. the headings have been inserted for convenience only and shall not be used for, or assist or affect the interpretation of this agreement.
20.1. This agreement contains the entire agreement between AHRHOFF SA (Pty)Ltd and the Client supported by the Order placed by the Client on AHRHOFF SA (Pty)Ltd.
20.2. The Client shall have no claim or right of action arising from any undertaking, representation or warranty not included in this agreement.
20.3. No failure by AHRHOFF SA (Pty)Ltd to enforce any terms and conditions of this agreement shall constitute a waiver of any such terms and conditions, or affect in any way AHRHOFF’s right to demand performance of any such terms and conditions at any time in the future, nor shall the waiver of any subsequent breach nullify the effectiveness of the terms and conditions hereof.
20.4. The Client shall not cede any of its rights or delegate any of its obligations under this agreement.
20.5. No alteration or variation of these terms and conditions or this agreement shall apply unless the alterations or variation in question is expressly agreed to in writing and signed by an authorised representative of AHRHOFF SA (Pty)Ltd.