Terms & Conditions

Website terms and conditions of use agreement

Website Terms and Conditions of Use: These Terms and Conditions (“the Terms and Conditions”) govern your (“the User”) use of the ("SIB Storefront") (“Provider”) website located at the domain name ("www.sib.co.za") (“the Website”). By accessing and using the Website, the User agrees to be bound by the Terms and Conditions set out in this legal notice. If the User does not wish to be bound by these Terms and Conditions, the User may not access, display, use, download, and/or otherwise copy or distribute Content obtained at the Website.
TERMS AND CONDITIONS OF SALE AGREEMENT

1. FORMATION OF CONTRACT

1.1. Unless specifically agreed to the contrary all commercial terms shall be interpreted in accordance with INCOTERMS current at the time the order is accepted.

1.2. All quotations, offers and tenders are made, and all orders are accepted subject to the following conditions (the “Terms and Conditions”). Except as otherwise provided in these Terms and Conditions, all warranties are excluded from any contract between SIB and the Customer unless expressly accepted in writing by SIB.

1.3. If these Terms and Conditions conflict with other related policies and/or other conditions of third party’s, then these Terms and Conditions will prevail. If these Terms and Conditions conflict with any other terms and conditions, including the Customer ’s terms and conditions or any Order terms and conditions, then these Terms and Conditions will prevail, irrespective of anything to the contrary contained in any conflicting document.If any statement or  representation has been made to the Customer by SIB or its officers, employees or agents (other than in the document(s) enclosed with SIB’s quotation or acknowledgement of order), upon which the Customer wishes to rely, it shall only be entitled to do so if the statement or representation is attached to or endorsed on the Customer’s order and then only if SIB subsequently confirms in writing to the Customer that the Customer is entitled to rely on the statement or representation.

1.4. Unless specifically agreed to the contrary all commercial terms shall be interpreted in accordance with INCOTERMS current at the time the order is accepted.
2. CREDIT FACILITIES

2.1. The Customer understands that SIB’s decision to grant credit facilities to the Customer is at the sole discretion of SIB.

2.2. SIB reserves the right to withdraw any credit facilities at any time, without prior notice and the nature and extent of such facilities shall at all times be in SIB’s sole discretion. Despite the fact that SIB may grant the Customer a credit limit or a credit facility up to a certain amount, SIB hereby reserves the right to increase or decrease this amount at its sole discretion. The credit limit shall not be deemed to be the limit of the Customer’s indebtedness to SIB.

2.3. The Customer hereby consents to SIB, or anyone on behalf of SIB, to conduct credit checks from time to time on the Customer.
3. PRICE AND PAYMENT

3.1. The price of the goods reflected on SIB’s quotation; alternatively, SIB’s price lists; alternatively SIB’s statement of account, shall be the amount for which the Customer remains liable to SIB.

3.2. SIB’s price lists shall be considered merely as a guide by the Customer, and SIB has the right, from time to time, to vary the prices of its goods without prior notice having to be given to the Customer. Quoted prices may fluctuate and the price charged will be SIB’s price ruling on the date of dispatch.

3.3. All quotations shall be in writing and shall remain valid for a period of 30 (thirty) days from the date of the quotation or as otherwise agreed by SIB, in writing, and represents no obligation by SIB until SIB accepts the Customer’s order.

3.4. A quotation may be changed at any time in the event that a Customer purchases a product which is subject to price increases, taxes, changes in exchange rates, duties, or insurance etc.

3.5. Unless otherwise agreed in writing, prices for delivery in South Africa are quoted delivered (within a 50 (fifty) km radius of Head Office only) exclusive of VAT and for delivery outside South Africa prices are quoted net ex-works exclusive of VAT and all other duties, fees, or taxes. The Customer shall be solely responsible for obtaining all necessary licences, permits and consents (including export or import licences).

3.6. All goods sold are quoted in South African Rands. The Rand price is calculated using the Rate of Exchange reflected on the quotation or price list. With respect to imported goods, notwithstanding the price of the goods reflected on SIB’s quotation or price lists, should the Rate of Exchange deteriorate by more than 5% between the date of quotation and date of invoice, the order will be invoiced based on the closing spot rate, of SIB’s Bankers, of the day immediately prior to the invoicing date. The Customer agrees to become liable to effect payment to SIB of the amended price.

3.7. Payment terms are strictly cash on delivery save for where the Customer is a credit approved customer, in which case the Customer shall become liable to effect payment for the goods ordered within a period of 30 (thirty) days from the date appearing on SIB’s statement. Statements shall be provided in writing to the Customer.

3.8. A certificate of balance signed by a director of SIB shall constitute prima facie proof of the Customer’s indebtedness hereunder at any time.

3.9. SIB shall be entitled to submit its invoice with its delivery advice note or at any time afterwards except that where delivery has been postponed at the request of, or by the default of, the Customer, SIB may submit its invoice at any time after the goods are ready for delivery or would have been ready in the ordinary course but for The Customer’s request or default.

3.10. Where goods are delivered by installments SIB may invoice each installment separately and the Customer shall pay such invoices in accordance with these Terms and Conditions.

3.11. The Customer hereby acknowledges that should any amount not be paid on due date, the full amount owing by the Customer to SIB shall immediately become due and payable without any notice of whatsoever nature, notwithstanding that any amount may, as at that date, not yet be due. SIB shall be entitled to charge the Customer interest at the maximum rate possible from time to time on all overdue amounts as set forth in the Usury Act No. 73 of 1968, as amended, or any other applicable legislation. The Customer further agrees that in the event of its default in any respect whatsoever towards SIB, SIB shall be entitled to place the Customer on "stop supply" without any notice notwithstanding that the Customer may have placed an order for the supply of goods prior to the stop supply date.

3.12. In the event of SIB instructing its attorneys to collect any amounts, all legal fees and collection charges and tracing agents' fees as between attorney and own client shall be borne by the Customer and all payments made shall firstly be allocated towards such fees and charges thereafter to interest and finally to capital.
4. DELIVERY, RISK AND TITLE

4.1. Delivery of the goods shall be given and taken at SIB’s premises unless SIB has specifically agreed in writing to arrange transport for the goods in which case delivery shall occur when the goods arrive at the designated place of delivery. 

4.2. Any delivery dates given are estimates only quoted in good faith and if no dates are specified, delivery shall be within a reasonable time. Whilst every effort will be made to dispatch orders within the given time frame, SIB does not guarantee dispatch on any specific date and shall not be liable for any loss and/or damage for failure to effect delivery/ dispatch timeously for any reason beyond SIB’s reasonable control.

4.3. Risk shall pass to the Customer (so that the Customer is then responsible for all loss or deterioration of the goods or for any damage occurring):
4.3.1. If SIB is responsible for delivering or arranging for delivery of the goods, at the time when the goods arrive at the place for delivery; or
4.3.2. In all other circumstances, at the time when the goods leave the premises of SIB or in accordance with the applicable INCOTERM specified in the contract.

4.4. Title to the goods shall only pass to the Customer upon the happening of any one of the following events:
4.4.1. The Customer having paid to SIB all sums (including any default interest) due from it to SIB (a) under this Agreement and under all other contracts between SIB and the  Customer including any sums due under contracts made after this Agreement whether or not the same are immediately payable and (b) under all contracts between SIB and any associate or subsidiary company of the Customer or any company under the ultimate control of the same parent company as has ultimate control of the Customer;
4.4.2. SIB serving on the Customer notice in writing specifying that title in the goods has passed.
4.4.3. SIB may recover goods in respect of which title has not passed to the Customer at any time and the Customer irrevocably authorises SIB, its officials, employees and agents to enter upon any premises of the Customer, with or without vehicles, for the purpose either of satisfying itself that Condition 4.5 below is being complied with by the Customer or of recovering any goods in respect of which title has not passed to the Customer.

4.5. Until title to the goods has passed to the Customer under these conditions it shall possess the goods as fiduciary agent and bailee of SIB. If SIB so requires, the Customer shall store the goods separately from other goods and shall ensure that they are clearly identifiable as belonging to SIB.  During such time as the Customer possesses the goods with SIB’s consent, the Customer may in the normal course of its business sell or hire the goods as principal but without committing SIB to any liability to the person dealing with the Customer. If the goods are processed or mixed by the Customer with other goods so that it loses its identity then the title in such goods shall thereupon pass to the Customer and provided further that if the Customer sells the goods or part of it to a third party the proceeds of such sale shall be held by the Customer for SIB’s account until SIB has been paid in full.
5. RETURNED OR REJECTED GOODS

5.1. Goods may not be returned without the prior written consent of SIB.

5.2. Goods authorised for return must be returned within 10 (ten) days of SIBs shipping date and must be intact with the original packaging. Returned material is subject to a restocking charge of 15% (fifteen) of the outright sales price.

5.3. Upon the return of goods pursuant to authorisation SIB may as the option, repair or replace the goods, refund from purchase price, or issue a credit.
6. SETOFF

6.1. In the event of SIB becoming indebted to the Customer in any manner whatsoever, SIB may effect setoff of such indebtedness against any monies which may be or become owing by the Customer to SIB. The Customer shall have no corresponding right to effect a setoff against any amount owing by it to SIB.
7. GUARANTEE AND EXCLUSION OF LIABILITY

7.1. The items are sold, or exchanged as is, where is and without warranty of fitness for a particular purpose, or merchantability, or any other warranty, guarantee, or representation of any kind. Whether express or implied. SIB shall have no liability to the Customer, or any third person or persons for consequential damages, or for loss damage, expense directly or indirectly arising from this transaction or the use of these items or any inability to use such items either separately or in combination with other parts or equipment or supplies or from other cause, whatsoever if any warranty whatsoever is held to apply.

7.2. It is for the Customer to satisfy himself of the suitability of the goods for his own particular purpose. Accordingly, SIB gives no warranty as to the fitness of the goods for any particular purpose and any implied warranty or condition (statutory or otherwise) is excluded except in so far as such exclusion is prevented by law.  Goods are warranted to accord with normal industrial quality.  All other warranties or conditions as to quality or description (statutory or otherwise) are excluded except in so far as such exclusion is prevented by law.

7.3. In the case of goods not manufactured by SIB:
7.3.1. SIB gives no assurance or guarantee that the sale or use of the goods will not infringe the patent, copyright or other industrial property rights of any other person, firm or company; and
7.3.2. The obligations of SIB relating to defects in such goods are limited to the guarantee (if any) which SIB receives from the manufacturer or supplier of such goods.

7.4. SIB shall not be liable in respect of claims arising by reason of death or personal injury except in so far as the death or injury is attributable to a failure by SIB to exercise reasonable care.  Further, under no circumstances whatever shall SIB be liable for losses special to the particular circumstances of the Customer, indirect losses, work required in connection with the removal of defective goods and the installation of repaired or substituted goods, loss of profits, damage to property or wasted expenditure.

7.5. Notwithstanding the foregoing, SIB hereby assigns the Customer any assignable warrantee approval to these terms to which SIB is entitled of any kind from SIB to the Customer of any such warranty.

7.6. Without prejudice to Condition 7.3 where goods are supplied for the purpose of a business, SIB’s liability, whether in respect of one claim or the aggregate of various claims (other than claims for death or personal injury to the extent that the same is caused by a failure of SIB to take reasonable care), shall not exceed the contract price of goods and the Customer agrees to insure adequately to cover claims in excess of such amount.
8. INDEMNITY AND WAIVER

The Customer hereby: -
  1.  
8.1. indemnifies and holds SIB harmless in respect of any claim or action that may be instituted by any third party against SIB for any loss or damages that may be suffered by, or any expense that may be incurred by SIB arising out of any act or omission that may be committed by the Customer arising from any order of SIB’s goods; and

8.2. waives any claim which it may have against SIB arising out of any loss or damage which the Customer may suffer or any expense that the Customer may incur as a result of (i) any act or omission committed by SIB, other than that caused by gross negligence on the part of SIB; or (ii) any act or omission of the Customer as a result of the use of the goods.
9. CESSION

9.1. The Customer does hereby irrevocably and in rem suam cede, pledge, assign, transfer and make over unto and in favour of SIB all and howsoever its rights, title, interest, claim and demand in and to all claims, debts, book debts of whatsoever nature and description arising which the Customer may now or at any time hereafter have against all and any persons, companies, firms, partnerships, associations, syndicates and other legal personae whomsoever (the Customer’s Debtors) without exception as a 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 Customer to SIB from whatsoever cause or obligation howsoever arising which the Customer may be or become bound to perform in favour of SIB.

9.2. Should it transpire that the Customer at any time entered into prior deeds of cession or otherwise disposed of any of the right, title and interest in and to any of the debts which will from time to time be subject to this cession, then this cession shall operate as a cession of all the Customer’s revisionary rights. Notwithstanding the terms of the foregoing cession the Customer shall be entitled to institute action against any of the Customer’s Debtors provided that all sums of money which the Customer collects from the Customer’s Debtors shall be collected on SIB’s behalf and provided further that SIB shall at any time be entitled to terminate the Customer’s rights to collect such monies/debts.

9.3. The Customer agrees that SIB shall be entitled at any time or times hereafter to give notice of this cession to all or any of the Customer’s Debtors.

9.4. The Customer further agrees that SIB shall, at any time, be entitled to inspect any of the Customer’s books or records and in addition shall be entitled to take possession of such books and records (of whatsoever nature) to give effect to the terms of this cession on reasonable notice to the Customer.
10. DEFAULT

10.1. If the Customer commits a breach of any of the provisions of this Agreement and fails to remedy the breach within a period of 14 (fourteen) days of receiving written notice of the breach by SIB, SIB shall be entitled to cancel this Agreement or claim specific performance, in either event without prejudice to its right to claim damages or invoke any other remedies available at law.

10.2. Without prejudice to any other remedies which SIB may otherwise have in terms of the Agreement or at law, SIB shall be entitled to immediately terminate the Agreement, by written notice to the Customer, in the event that:
10.2.1. SIB reasonably deems the Customer unable to pay its debts as they fall due;
10.2.2. the Customer is liquidated, whether provisionally or finally or placed under business rescue;
10.2.3. the Customer disposes of all or the greater part of its assets or undertaking; and
10.2.4. the Customer undergoes a change of Control.

10.3. All amounts invoiced by SIB to the Customer and not otherwise due for payment shall become immediately due. 

10.4. Failing to pay any invoice on time will constitute a material breach of this Agreement allowing SIB to terminate this Agreement with immediate effect.
11. FORCE MAJEURE

11.1. SIB reserves the right to defer a delivery date or to cancel the Customer’s order or reduce the number of the goods ordered, if it is prevented from or delayed in the carrying on of its business due to circumstances beyond its reasonable control, including but not limited to acts of God, government action, war, national emergency, acts of terrorism, strikes or other labour disputes, natural disaster destruction or damage of premises, failure of third parties to deliver Goods, or supplier, transport or problems. SIB shall be relieved of its obligations and liabilities for as long as such fulfilment is prevented.

11.2. In the event of any delay or failure in performance by SIB of its obligations under this Agreement, due to any cause arising from or attributable to acts, events, non-happenings, omissions, accidents or acts beyond its control, SIB shall be under no liability for loss or injury suffered by the Customer as a result thereof.
12. ASSIGNMENT AND THIRD PARTY RIGHTS

12.1. The Customer shall not be entitled to cede, assign, subcontract, or transfer any of its rights nor delegate any of its obligations under or arising from this Agreement to any third party.

12.2. SIB shall at any time, in its sole and absolute discretion, be entitled to cede, assign, subcontract or transfer all or any of its/their rights, or delegate all or any of its/their obligations under or arising from this Agreement, to any third party without prior notice to the Customer.
13. AUTHORISATION

13.1. The Customer warrants that the party affixing its signature to this Agreement for and on behalf of the Customer is duly authorised to represent the Customer, and to bind it to the provisions of this Agreement.
14. GENERAL

14.1. These Terms and Conditions and all modifications and amendments thereto, shall be governed by and construed in accordance with the Laws of the Republic of South Africa.

14.2. No extension of time or any other relaxation or indulgence granted by SIB to the Customer shall operate as or be deemed to constitute a waiver by SIB of any of its rights in terms of this Agreement, or novation of any of the Terms and Conditions of this Agreement.

14.3. No warranties, representations or guarantees have been made by SIB or on its behalf which may have induced the Customer to sign this Agreement.

14.4. The Customer hereby consents and authorises SIB at all times to furnish credit information concerning the Customer’s dealings with SIB to a credit bureau and to any third party seeking a trade reference regarding the Customer in its dealings with SIB.

14.5. Should any term or provision of this Agreement be found to be unlawful, unenforceable or contra bona mores, the Parties agree that in so far as it is possible such term or provision shall be removed from the Agreement and the balance of the Terms and Conditions set out herein shall remain valid, binding and of full force and effect upon the Parties.

14.6. Any change agreed to by the Parties to this Agreement (save for an increase or decrease in the credit limit provided to the Customer) must be in writing and signed by both Parties

14.7. No relaxation or indulgence granted by SIB to the Customer and/or the surety/ies shall be deemed to be a waiver of any of the rights of SIB in terms of this Agreement and such relaxation or indulgence shall not be deemed to be a novation of any of the Terms and Conditions of this Agreement.

14.8. the rule of construction that a contract shall be interpreted against the party responsible for the drafting or preparation of the contract shall not apply.

14.9. SIB and the Customer chose as their respective domicilium citandi et executandi the addresses reflected on the facing page of this agreement at which address they will accept service of all notices, pleadings, and correspondence.