TERMS AND CONDITIONS
CONDITIONS OF SALE

Preamble

Entered into between CORE CATERING SUPPLIES (Pty) Ltd (Reg.No 2005/024070/07) hereinafter referred to as "Core" and the Purchaser hereafter referred to as the "Purchaser".

The terms and conditions herein contained shall be binding on Core and the Purchaser and no relaxation or waiver of any of the terms hereof granted by Core on one or more occasions shall be deemed to be a waiver of Coreīs rights in terms hereof on any future occasion, or a novation or a variation of this agreement.

Words implying singular shall also imply plural and word implying male shall also imply female and vise versa.



1. The Contract

a) This document shall constitute an offer made by the Purchaser to purchase the goods specified on the Purchase Order or Invoice under the conditions as specified on the face hereof.

b) The offer can not be revoked without Coreīs prior written consent and maybe accepted either by letter of confirmation from Core or by the actual or intended dispatch to the Purchaser of all or any of the goods in part, so specified on the back hereof , the Purchaser hereby acknowledging that the latter shall be deemed to constitute acceptance.

c) No variation of, addition to or cancellation of any of the terms of this agreement shall be of any force or effect unless it is recorded in writing and signed by a duly authorized representative of Core.


2. Delivery

a) Unless otherwise stated on the face hereof , Core shall deliver the goods to the Purchaser by means of the general postal services or any other delivery service appointed by Core, which shall be at the sole and entire expense of the purchaser, even when for the Purchasers convenience carriage has been prepaid by Core.
b) In the event of such a prepaid carriage, the Purchaser shall pay to Core on demand the cost incurred for such carriage in full and without any deductions.

c) The carrier in question shall be the Purchasers agent and delivery to that carrier shall constitute delivery to the Purchaser.

d) Core shall not be responsible for any damage to goods during transit, provided that a clean consignment note has been issued by the delivery service.

e) Any delivery date stated on the back hereof is approximate only and a fourteen day variation shall be deemed to be acceptable to the purchaser. Core shall never be bound by that date, but will make reasonable efforts to deliver goods accordingly.

f) If no delivery date is stated on the back hereof, Core will attempt to deliver as it is convenient.

g) Coreīs obligation to deliver any goods shall always be subject to the availability of the goods to be delivered.

h) Time of delivery of goods shall not be of the essence of this contract.

i) If part deliveries are to be made, then each delivery shall be a separate and divisible contract, provided that for so long as the Purchaser is in breach of any of its obligations in respect of any such deliveries, Core shall be entitled to :

  1. suspend further deliveries
  2. cancel the order or invoice
and in either event without prejudice to its rights under common law

j) If any amount is due and payable by the Purchaser under this or any other contract with Core, Core shall have the undisputed right, until such amount is paid in full with interest, to suspend any or all further deliveries.

k) Notwithstanding anything to the contrary herein contained and notwithstanding any of the terms stipulated on the credit application Core reserves the right to suspend or reduce deliveries at any time if it considers the amount outstanding (whether due or not) has reached the limit to which it is prepared to allow the Purchaser credit or if it comes to its notice that the Purchaserīs financial position has deteriorated or if it no longer considers the Purchaser credit worthy for any reason whatsoever.

l) Goods containing any variation not exceeding 10 percent in mass, seize, finish, or any other specification shall be accepted by the Purchaser as being in accordance with the order and latitude of 10 percent shall be allowed in regard to the quantity ordered.

m) The Purchaser shall not be entitled to return any of the goods without obtaining Coreīs prior written consent.

n) The Purchaser agrees to accept a reject or defect portion of the total order not exceeding two percent, whether in property or value, whichever is the greater and subject to such reject or defect goods having been returned to Core by the Purchaser for inspection, unless otherwise indicated by Core in writing.


3. The Purchase Price

a) Unless otherwise confirmed in writing, all goods shall paid for in cash, bank guaranteed cheque or electronic transfer on or prior to delivery and no goods shall be left with the Purchaser unless such payment is made. In the event of the purchaser having obtained goods without having made full payment or should such payment prove to have been declared invalid, the Purchaser herewith irrevocably confirms that he shall have no rights to the goods as delivered by Core whatsoever and ownership of such goods shall continue to rest with Core at all times.

b) If otherwise confirmed in writing or in the event of the Purchaser enjoying a valid credit agreement which terms have been ratified and accepted by a Director, General Manager, Financial Manager or Accountant of Core in writing, then payment shall be made by cheque for the full amount including VAT, dated no later than the specified payment terms as approved in the credit agreement. No goods may be left with the purchaser in absence of a valid credit agreement or cash payment. In the event of the purchaser having obtained goods without a valid credit agreement or should the Purchaser’s money transfer, cheque or credit card payment prove to have been declared invalid, the Purchaser herewith irrevocably confirms, that he shall have no rights to the goods delivered by Core whatsoever and ownership of such goods shall continue to rest with Core at all times.

c) All goods delivered are subject to Value Added Tax.

d) The purchase price shall be duly paid by the Purchaser :

  1. in South African currency
  2. without any deductions or set - off
e) The full amount of the Purchaserīs indebtedness or liability arising from this or any other contract between the Purchaser and Core shall immediately become due and payable not withstanding that such amount may not yet be due and payable):
  1. in the event of the purchaser failing to make payment of any amount due under this or any other contract on or before the due date thereof ; or
  2. if any cheque, promissory note or bill of exchange given by the Purchaser in respect of any indebtedness under this or any such other contract is dishonored or not met; or
  3. if the Purchaser commits any act of insolvency or is sequestrated provisionally or finally and /or a provisional or final order of liquidation or judicial management is granted against it ; or
  4. if the Purchaser fails to satisfy any judgment granted against him/it within seven days of the granting of such judgment ;
f) Core shall, without prejudice to itīs rights to enforce payment of amounts due to it, be entitled to charge the Purchaser interest at a rate equivalent to two percent per month, on any amount not paid by the Purchaser on the due date thereof, such interest to be calculated from the date when such an amount falls due until the date payment thereof is received by Core in full.

g) Core shall have the sole and undisputed right to appropriate the payment of any amount paid by the purchaser, to any other contract or unpaid goods or deposit as maybe required by Core from time to time.


4. Passing of Ownership and Risk

a) The ownership of any goods sold by Core to the Purchaser shall not pass to the Purchaser until payment of the full purchase price thereof has been received by Core without deductions or set off. In the event of the Purchaser being unlawfully in possession of goods that have not been paid for, the Purchaser herewith and irrevocably authorizes Core access to it’s goods during normal working hours in order to remove such goods from the control or premise of the Purchaser. The purchaser herewith accepts that at no time shall he have any rights to goods not paid for in full and failure to allow the collection of such goods by Core shall constitute theft in a criminal context. A statement signed by a Director, Financial Manager or Accountant of Core, shall be deemed proof of any outstanding or unpaid amount due to Core, and contrary proof of full payment without set off or deduction for any goods received from Core, shall at all times rest with the Purchaser.

b) The risk in and to the goods sold hereunder shall pass to the Purchaser on delivery thereof, notwithstanding the reservation of ownership herein.

c) If payment of the purchase price of any goods sold to the Purchaser becomes overdue in whole or in part, then, without prejudice to any of its other rights, Core shall be entitled and without notice, to cancel the sale and recover possession of all or any of its goods and Core shall be entitled, without notice, to enter the Purchasers premises during normal working hours, for the purpose of re-taking possession of its goods. Any obstruction in this regard shall automatically be construed as theft or obstruction of justice and accordingly a criminal charge may be levied.

d) If third parties try to assert or substantiate rights to any goods in which Core still has proprietary rights, the Purchaser shall be obliged to inform Core of any such action immediately and Core shall be entitled to take whatever action it may deem fit to protect its rights, including cancellation of the sale and repossession or resale of the goods. In the event of any such cancellation of the sale, the Purchaser shall continue to bear all risk in the goods and shall keep the goods safe until repossessed or re-delivered by Core and, upon request from Core, the Purchaser undertakes to hand over and return the goods to Core. The Purchaser shall affect re-delivery to Core, at Core´s request, and at the Purchaser’s own cost and risk.

e) The provisions of clause 4) shall prevail, notwithstanding anything to the contrary contained in these Conditions of Sale.


5. Purchase Price

a) The purchase price is based on the cost to Core of materials, freight, import duties and on prevailing exchange rates at the time of order. In the event of any increase in such costs or change in any rate causing an increase in the cost to Core, Core shall have the right to increase the purchase price accordingly.

b) If the Purchaser disputes Core´s right to increase the purchase price in terms of clause 5) (a) or the amount of any such increase then that dispute shall be determined by Core´s Auditor , who´s decision shall be final and binding for both Core and the Purchaser. The costs incurred in respect of such Audit shall be borne by the purchaser.


6. Exclusions

a) Any statement, recommendation, figure, advice, formula, specification, date, illustration, diagram, price list dimension, mass, performance, estimate or drawing given by Core to the Purchaser, unless recorded in writing and signed by the Purchaser and Core:

  1. shall not under any circumstances form part of the contract or be regarded as a representation inducing the contract;
  2. has been given as a general guide only and is not intended to be relied upon as being necessarily correct
b) Core shall not be liable under any circumstances whatever for
  1. any loss of profit or other special damages or any indirect or consequential damages arising out of any breach by it of any of its obligations under this contract; or
  2. any claim for alleged shortages in delivery, unless written notice of such a claim is received by Core within 24 hours of the delivery of such goods; and
  3. in any event Core´s liability for any claim or breach shall never exceed the value of the goods.
c) The Purchaser shall not have any claim of any nature whatsoever against Core for any failure by Core or its authorized agents or representatives to carry out any obligations under the contract.

d) Core does not give any warranty or guarantee or make any representations whatsoever in respect of the goods or their fitness for any purpose (whether or not this purpose is known to Core).

e) Core shall not be liable for any latent or other defect whatsoever in the goods, if the goods have been subjected to any kind of process or treatment after delivery or if the goods were sold substandard it being specifically recorded and agreed that Core could not have had knowledge of any defect therein. If in any other event the Purchaser alleges that the goods were defective at the date of delivery or were not in accordance with the contract , the Purchaser, even if it is able to substantiate such allegations, shall have no claim whatsoever against Core unless such a complaint is received in writing by Core and the alleged defective goods are received by Core for its inspection within fourteen days from the date of delivery to the Purchaser. The onus is on the Purchaser to inspect the goods immediately on delivery and inform Core of any alleged or potential defects. Core and its agents shall, if in fact any defects are proved, be deemed to have had no knowledge of any such latent or other defects in the goods and its liability may in any event never exceed the value of the defective goods in question.


7. Samples

a) Any samples required by any prospective Purchaser are to be purchased at their normal selling price and are due for payment on demand.


8. Accounts

a) In order to receive any goods on credit or place any forward orders, any prospective Purchaser is required to apply to open an account with Core for which the prospective Purchaser has to submit a duly completed credit application form, signed by a duly authorized representative of the Purchaser and hand it to Core for approval thereof.

b) Such duly completed and signed credit application forms will be used by Core in order to ascertain in its sole discretion whether an account under the conditions contained herein will in fact be opened for the Prospective purchaser. Core´s decision in this regard shall be final and binding and no reasons for its decision shall be required.

c) In the event that Core should decide in its sole discretion to open an account for a prospective Purchaser, any payment term arrangement shall only come into effect once a Credit Approval has been issued to the Purchaser, duly signed by a Director, General Manager, Financial Manager or Accountant of Core and all terms contained therein shall be material, whereby any breach of any terms or any misinformation contained in the applications or any change of owners, partners, directors or members in the purchaser’s entity, shall be considered as material breach or change to the arrangement, giving rise to Core immediately canceling such agreement.


9. Jurisdiction

a) The Purchaser consents to Core taking any legal proceedings arising out of this sale at Core´s option either in the Supreme Court or in the Magistrate´s Court having jurisdiction. The Purchaser consents to the latter court having jurisdiction in relation to the matter of the claim hereunder, notwithstanding that the amount of such claim may otherwise be beyond the jurisdiction of such latter court.

b) Should no court in the Republic of South Africa have jurisdiction over the Purchaser´s person the Purchaser hereby irrevocably accepts the jurisdiction of such courts whether in the Republic of South Africa or elsewhere as Core may nominate for the purpose of any action arising out of this sale.

c) The purchaser agrees that all transactions shall be deemed to have taken place in Cape Town and as such the Cape Town´s Court jurisdiction shall at all times and irrevocably be accepted by the purchaser.

d) Core shall be entitled at its sole discretion to refer any dispute arising out of this sale to informal and expeditious arbitration, at any time, notwithstanding that legal proceeding may have already been instituted by either party, in accordance with the Laws of South Africa.

e) This sale shall be deemed to have been made in the Republic of South Africa and the construction, validity and performance of these Conditions of Sale shall be governed in all respects by the Law of the Republic of South Africa.