Priontex Pty Ltd
Terms and Conditions of Sale
1. Definitions
1.1 In these conditions (unless the context otherwise requires):
(a)‘The Buyer’ means the purchaser of the Goods.
(b) ‘The Company’ means Priontex Pty Ltd of 35 Lester Road, Wynberg, 7500 South Africa
(c) ‘The Conditions’ means these terms and conditions of sale.
(d) ‘The Goods’ means products supplied in the normal course of business by the Company to the Buyer.
(e) ‘The Order’ means an order for the Goods addressed to the Company in accordance with these Conditions.
1.2 The headings in these Conditions are intended for reference only and shall not affect their construction.
2. Entire Agreement
2.1 These Conditions shall apply to all contracts for the sale of Goods by the Company to the Buyer to the exclusion of all other terms and conditions, including any terms and conditions which the Buyer may purport to buy under including any purchase order, confirmation of order or similar document.
2.2 All orders for Goods shall be deemed to be an offer by the Buyer to purchase the Goods pursuant to these Conditions.
2.3 Any variation to these Conditions, including any special terms and conditions agreed between the parties, shall be inapplicable unless agreed in writing signed by an authorised signatory of the Company.
2.4 If in any particular case any of these Conditions shall be or shall be held to be invalid or shall not apply the other
Conditions shall continue in full force and effect.
3. Prices
3.1 The price payable for the Goods will be either, the relevant list price, the contract price or the agreed price confirmed by the Buyer.
3.2 The Company reserves the right to increase the price after the price is quoted to reflect any increase in cost to the
Company which is due to factors beyond the reasonable control of the Company (including but not limited to the cost of materials, exchange rate fluctuations, taxes and duties) and the new price shall be payable as if it were the original contract price.
3.3 All prices are exclusive of VAT which shall be charged at the rate ruling on the date of the VAT invoice.
3.4 The Company reserves the right to charge a fee for delivery, postage and packaging which will be itemised on the
Buyer’s invoice.
3.5 The Company reserves the right to apply a minimum order charge of R500.
4. Terms of Payment
4.1 Payment shall be due within 30 days of the date of the Company’s invoice and time for payment is of the essence.
4.2 Without prejudice to any other rights it may have the Company is entitled (both before and after judgement) to charge interest on overdue invoices at a rate of 10% above base rate of the reserve bank
4.3 The price of the Goods shall be due in full to the Company and the Buyer shall not be entitled to exercise any set-off, lien or any other similar right or claim.
4.4 If the Buyer does not have a credit facility with the Company, the Company reserves the right to require a deposit or payment in full prior to delivery, and where payment by cheque is tendered the Company shall not be bound to deliver the Goods until the Company has cleared funds.
4.5 Credit facilities are set up solely at the Company’s discretion on receipt of trade and credit references, and the Company reserves the right to refuse or withdraw credit facilities without reason at any time.
5. Delivery
5.1 Unless notified otherwise by the Buyer the Company will deliver the Goods to the Buyer’s premises or its nominated address and risk shall pass to the Buyer on delivery.
5.2 Where the Buyer requires urgent delivery of Goods forming an Order or part of an Order the Company reserves the right to make a reasonable delivery charge for such delivery.
5.3 Where the Buyer requests delivery of the Goods in a manner other than that selected by the Company any difference in price shall be charged to
the Buyer’s account.
5.4 The Company may elect to deliver the Goods comprising the Order by separate instalments.
5.5 The Company at its discretion may grant to the Buyer standing orders and call off facilities.
5.6 The Company shall endeavour to deliver the Goods to the timescale(s) set out in the Order but those dates are not intended to be binding upon the Company.
5.7 The Buyer agrees to inspect the Goods on delivery and to notify the Company in writing within 24hours of delivery of any shortfall in delivery or incorrect or damaged goods.
6. Returns
The Priontex product is packed and dispatched sterile, ready for a single use application in the hospital.
Due to the nature of the product, all product released to a customer cannot be taken back and re-sold to another customer without a complete re-processing of all components, which includes washing, drying, packing and sterilization. For this reason, no economic benefit can be achieved by collecting an unused pack versus a used pack.
- Goods that are damaged on delivery must be notified within 24 hours and returned immediately. They will be credited in full.
- Returns due to damages must be identified within 24 hours of delivery and, if the company is notified within this period, will be collected and
credited in full. - Any goods that the customer wishes to return, through reason of subsequent damage or redundancy will be collected and a 25% credit will be passed against the relevant invoice amount.
- Goods that are not used within a period of 3 months may, at the sole discretion of the company, be collected by the company and no credit will be passed. Where packs are identified by the company that have been held by the customer for more than 2 months, the customer may be notified in writing of the fact that the pack has aged beyond 2 months and that, should it not be utilized within the three month period, the pack will be collected for re-processing, and no credit will be passed. The onus to ensure stock rotation is however the sole responsibility of the customer.
Return after invoice date Charge in % of the invoice value Return Rate 0–3days 0% R25 3–14days 10% R25 15days or more 100% R25 - Goods that are purchased as outright sales item (not rented) must be reported within 14 days from the invoice date due to a Priontex error (e.g.
wrong delivery, goods damaged) and will be taken back by Priontex free of charge with the credit or compensation. For all returns not due to Priontex
error or legitimate complaint we account a charge which is determined by use of the return date.
7. Limitation of Liability
7.1 The Buyer shall inspect the Goods on delivery and within 24 hours notify the Company of any alleged defect, damage or failure to comply with description or sample and shall afford the Company the opportunity to inspect any Goods the subject of such notification. If the Buyer fails to comply with these provisions then the Goods shall be conclusively presumed to be in accordance with the Order and free from any defect or damage that would be apparent on a reasonable examination of the Goods and the Buyer shall be deemed to have accepted the Goods.
7.2 If the Goods are not in accordance with the contract for any reason the Buyer’s sole remedy shall be limited to the Company making good any shortage or replacing such Goods or if the Company elects by refunding a proportionate part of the price.
7.3 The Company shall be under no liability whatsoever to the Buyer for any indirect loss and/or expense (including loss of profit, loss of use or loss of revenue) suffered by the Buyer arising out of a breach by the Company of these Conditions or any tortious act or omission or any breach of statutory duty.
7.4 The aggregate liability of the Company (whether in contract or for negligence or breach of statutory duty or otherwise howsoever) to the Buyer for any loss or damage of whatsoever nature and howsoever caused shall be limited to and in no circumstances shall exceed the price payable for the Goods pursuant to these Conditions.
8. Cancellation
8.1 The Buyer may only cancel an Order if in the opinion of the Company the Buyer has given sufficient written notice of cancellation and none of the Goods have been dispatched.
8.2 The Buyer shall make payment to the Company of such amount as may be necessary to indemnify the Company against all loss resulting from such cancellation.
9. Notices
Any notice pursuant to the Conditions shall be sent to the Company at the address above or the Buyer at the address notified to the Company from time to time.
10. Assignment
The Company may licence or sub-contract all or any part of its rights and obligations under these Conditions to any person, firm or company without the Buyer’s consent.
11. Force Majeure
Neither party shall be liable for any default due to any event beyond their reasonable control, including (but not limited to) act of God, war, strike, lockout, industrial action, fire, flood, drought, or tempest.
12. Jurisdiction
12.1 The validity, construction and performance of these Conditions shall be governed by South African Law.
12.2 All disputes arising out of these Conditions shall be subject to the exclusive jurisdiction of the courts of South Africa.
