Elvey Groups Sales Terms & Conditions

Preamble:
“The Company” refers to Hudaco Trading (Pty) Ltd trading through Elvey Group, as a division and includes the trading divisions known as Elvey Security Technologies, Elvey Exports, Pentagon, Elvey Projects and Global Communications and any other trading division forming a part of Elvey Group from time to time.

1. This Agreement:
1.1. is the entire Agreement between the Customer and the Company, containing all the relevant terms, and no alterations or additions to this Agreement may be effected unless recorded in writing and signed by authorised signatories of both parties or agreed by email exchange between authorised representatives of both parties;
1.2. supersedes any previous agreements and representations;
1.3. will govern all current and future transactions;
1.4. is final and binding and is not subject to any suspensive or resolutive terms or conditions;
1.5. does not limit or alter any securities or guarantees held by the Company which shall remain of full force and effect.
1.6. Becomes binding when signed by the Company or upon implementation of the Customer’s first order.
2. The Company is not bound by verbal statements or by the contents of any advert or brochures or any statement regarding the quality, performance or technical specifications of any goods.
3. The Company shall not be liable for negligence.
4. The Company does not warrant that the goods purchased, or services rendered shall be fit for any purpose. The Customer shall be solely responsible to determine whether the goods or services are fit for any purpose.
5. The Customer indemnifies and holds the Company entirely harmless against any claim by any person or entity regarding the use of the goods or of any service provided by the Company.
6. The Customer accepts that the Company has no duty to any of the Customer's end-users.
7. In the event that the Customer fails to make payment of any amount due to the Company, the Customer accepts that the Company has the right to terminate any license, service or access to any system controlled by the Company, which has been provided to the end-user by the Customer, to the extent that the Company is able to terminate such license, service or access to the system.
8. The Customer agrees to pay all additional costs resulting from any acts or omissions by the Customer including suspension of work, modification of requirements, failure or delay in giving particulars required to enable work to proceed on schedule or requirements that work be completed earlier than agreed.
9. The Company reserves the right in its sole discretion to supply alternative goods of similar quality and quantity should the specific goods ordered by the Customer not be available for any reason.
10. All quotations will remain valid for a period of 10 calendar days from date of the quotation or until the date of issue of a new Price List, whichever occurs first.
11. All quotations are subject to the availability of the goods or services and subject to correction of good faith errors by the Company.
12. Any price quoted shall be subject to increase up to the time of delivery should the cost to the Company increase as a result of a decline in the foreign exchange value of the South African Rand.
13. Unless the Customer gives notice of any query in respect of any invoice within three business days of receipt of the invoice, or within three days of receipt of the goods or completion of the services, whichever occurs latest, the Customer shall be deemed to have accepted the correctness of contents of the invoice, that the goods have been received in good working condition and that the services have been correctly rendered, as may be applicable.
14. The Customer shall return any defective movable goods to the premises of the Company at the Customer's own cost and packed in the original or suitable packaging and all risks for the duration of repair remain with the Customer.
15. Without limiting the scope of any other disclaimer:
15.1. the Company has no liability or responsibility at all where the Customer or the Customer’s agent effects the installation of the goods or carries out any modifications or repairs.
15.2. if the Customer specifically requires the Company to manufacture and/or supply goods or render services to the Customer’s specification, the Company accepts no liability or responsibility whatsoever for the design, use, efficiency or workability of such goods so specifically manufactured and/or supplied or services rendered for the Customer. Specially manufactured or supplied goods will not be accepted for credit under any circumstances.
15.3. the Company shall not be liable for any direct, indirect, special or consequential damages including loss of profits or for any delictual liability of any nature whatsoever whether caused negligently or innocently.
15.4. the Company shall not be liable for any damage arising from any misuse, abuse or neglect of the goods or services;
15.5. No claim under this Agreement shall arise unless the Customer has, within 14 days of an alleged breach of contract and/or defect occurring, given the Company written notice by prepaid registered post of such breach or defect and has afforded the Company at least 30 days to rectify such defect or breach.
16. Repair times and repair costs given are merely estimates and are not binding on the Company.
17. Any item handed in for repair may be sold by the Company to defray the cost of such repairs if the item remains uncollected for 30 calendar days of the repairs being completed.
18. The Customer may not vary any order without the prior written consent of the Company. Time shall not be of the essence. Delivery and performance times on the part of the Company shall be estimates.
19. Unless otherwise agreed in writing, delivery shall take place at the Company’s premises and risk shall pass on delivery.
20. If the Company agrees to engage a third party to transport the goods upon request by the Customer, the Company is hereby authorised to engage such third party on the Customer's behalf and at the Customer’s sole cost and expense and on the terms deemed fit by the Company, unless specified to the contrary by the Customer.
21. The Customer shall be responsible to ensure that all payments due by the Customer are timeously made into the correct and valid account of the Company. The Customer shall not tamper with the goods in any manner.
22. The Company has no responsibility or liability where any seal is broken by anyone other than the Company.
23. All goods shall be stored and used according to the Manufacturer's specifications.
24. Any item delivered to the Company shall serve as pledge in favour of the Company for present and past debts and the Company shall be entitled to retain or realise such pledges as it deems expedient at fair value which will be offset against the Customer’s debts provided that any excess balance will be paid to the Customer.
25. The Customer has no right to withhold payment for any reason whatsoever.
26. The Customer is not entitled to set off any amount due to the Customer by the Company against any debt owing to the Company.
27. All discounts shall be forfeited if payment in full is not made on the due date.
28. The Customer agrees that the amount due and payable to the Company may be proven by a certificate issued and signed by any director or manager of the Company, 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 Customer.
29. 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 Electronic Communications and Transactions Act 25 of 2002 have not been met.
30. The Customer agrees that interest shall be payable at double the repo-rate as declared by the Reserve Bank from time to time on any amounts not paid on due date and that interest shall be calculated daily and compounded monthly from the date of acceptance of the order.
31. Ownership of all goods supplied shall remain with the Company until fully paid for.
32. If the Customer fails to make timeous payments to the Company or breaches this agreement then the Company shall be entitled to withdraw the credit facilities without limiting its rights in law.
33. 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.
34. In the event of cancellation of the Agreement by the Company, it shall be entitled to repossess any goods that have been delivered to the Customer and remains unpaid by the due date.
35. The Customer is not entitled to sell or dispose of any goods unpaid for without prior written consent of the Company. The Customer shall not allow the goods to become encumbered in any manner prior to full payment thereof and shall advise third parties of the rights of the Company in the goods.
36. The Customer shall be liable to the Company for all legal expenses on the attorney-and-own-client scale incurred by the Company in the event of legal action.
37. No indulgence granted by the Company to the Customer shall be binding and shall not constitute a waiver of the rights of the Company.
38. The law of South Africa shall apply to this agreement and the customer consents to the jurisdiction of the Gauteng High Court, Johannesburg.
39. Any notice to the Customer shall be deemed to have been received on the date and at the time of physical delivery or at the time of transmission by email.
40. The Customer appoints the address in the schedule as its domicilium citandi et executandi.
41. The Customer undertakes to inform the Company in writing within 7 days of any change of in control of the Customer. Upon receipt of such written notification, the Company reserves the right, at its sole discretion, to cancel this agreement and or to withdraw any credit facility advanced to the Customer.
42. The Customer hereby consents to the storage and use by the Company of the personal information that it has provided to the Company for establishing its credit rating and to the Company disclosing such information to credit control companies, banks and other institutions involved in rating credit. the Customer agrees that the Company will not be held liable for the good faith disclosure of any of this information to such third parties and that no further specific consent needs to be obtained for the transfer of such information to a specific third party.
43. The Customer hereby consents that the Company can provide personal information of the Customer to third parties, if the Customer has indicated the Company as a trade reference to third parties and the Customer agrees that the Company will not be liable for the good faith disclosure of any of this information to such third parties.
44. The Customer agrees to the Standard Rates of the Company for any goods or services rendered, which rates may be obtained on request.
45. Any order is subject to cancellation by the Company due to acts of God or any circumstance beyond the control of the Company, including (without restricting this clause to these instances): inability to secure labour, power, materials or supplies, war, civil disturbance, riot, state of emergency, strike, lockout, or other labour disputes, fire, flood, drought or legislation, epidemic or pandemic.
46. Any order is subject to cancellation by the Company if the Customer breaches any term of this Agreement or makes any attempt of compromise, liquidation, sequestration, business rescue, termination or judgement is recorded against the Customer or any of its principals.
47. The Customer undertakes irrevocably to notify the Company in writing from time to time immediately should any fact or circumstance arise which might or could affect the Company’s decision to grant or continue to grant the Customer any credit.