Onboarding Terms & Conditions

1.1  The terms hereof shall form part of and apply to this contract and all future contracts or other agreements entered unless specifically excluded or amended by the parties, such exclusion or amendment to be in writing.

1.2   Unless otherwise specifically stipulated in writing to the contrary, the terms hereof shall supersede and prevail over any terms and conditions contained in any documents submitted by the customer.

 

2.  PRICE AND PAYMENT

 

2.1   The purchase price of the goods listed on the face hereof shall be paid by the customer to Ideal Cycle and Toy Wholesalers without any deduction or set off within the period of the agreed credit terms allowed to the customer after the date of the statement submitted by Ideal Cycle and Toy Wholesalers.

2.2   Ideal Cycle and Toy Wholesalers shall be entitled to charge interest on all overdue amounts at the maximum rate permissible from time to time for credit transactions in terms of the National Credit Act 34 of 2005, as amended. Such interest shall be calculated and payable monthly in advance on the first day of each and every successive month on the balance outstanding from time to time by the customer to Ideal Cycle and Toy Wholesalers, and shall be added to the amount due to Ideal Cycle and Toy Wholesalers by the customer in the ordinary course of business.

2.3   The ownership of all goods supplied by Ideal Cycle and Toy Wholesalers to the customer shall remain vested in Ideal Cycle and Toy Wholesalers until the purchase price in respect thereof has been paid in full, but the customer shall have the right to dispose thereof in the ordinary course of normal business it being agreed that all payments made by the customer shall in the first instance be and be deemed to have been made in respect of those goods which have been disposed of by the customer in the ordinary course of business.

2.4   Where any payment is effected by cheque or by electronic transfer or where any cheque is sent in the post, all risks arising from the use of a cheque, electronic transfer or the use of the post shall lie with the customer who shall be liable for all damage/losses sustained as a result thereof.

2.5   The price of the goods sold to the customer is strictly net and not subject to any discounts unless otherwise agreed to in writing.

2.6   If any discount is agreed to in writing it shall only be allowed if payment is received by Ideal Cycle and Toy Wholesalers strictly by the due date and shall only apply to the actual price of the goods themselves and not to any value added tax, transport costs, insurance, storage charges or other duties or taxes.

2.7   Subject to the provisions of the Consumer Protection Act 68 of 2008, all prices quoted are based on rates of exchange of currencies, freight, insurances, landing charges, dock duties, customs and import duties, railage and statutory wage rates in existence at the time that negotiation for the purchase of the goods to which the invoice in question relates, and consequently any variation in such rates will be for the account and be borne by the customer.

2.8   Subject to the provisions of the Consumer Protection Act 68 of 2008, all applications, prices, lists, illustrations, diagrams, or prices issued or advertised by Ideal Cycle and Toy Wholesalers from time to time are to be utilized only as a general guideline in respect of the matters to which they relate, are subject to change or variation without notice, do not constitute offers for sale nor form part of any contract entered into between Ideal Cycle and Toy Wholesalers and the customer.

 

3.  DELIVERY

 

3.1   Delivery shall be completed when goods are off loaded at the destination if the goods are to be transported by means of Ideal Cycle and Toy Wholesalers vehicle, or, when the goods are loaded if they are to be transported by the customer or a carrier engaged (whether by Ideal Cycle and Toy Wholesalers or the (customer) to transport the goods to the customer.

3.2   Should Ideal Cycle and Toy Wholesalers at the customer’s request; agree to engage a carrier to transport the goods to the customer, then:

 

 

 

 

 

 

 

 

 

 

 

 

 

3.3   Ideal Cycle and Toy Wholesalers is authorized to engage a carrier on such terms and conditions as it deems fit:

 

3.4   The customer indemnifies Ideal Cycle and Toy Wholesalers against all demands and claims which may be made against it by the carrier so engaged and all liability which Ideal Cycle and Toy Wholesalers may incur to the carrier arising out of the transportation of the goods.

3.5   The risk in the goods shall pass to the customer on delivery of the goods.

3.6   Ideal Cycle and Toy Wholesalers shall not be liable under any circumstances for any loss or claim arising from any alleged shortage in delivery or defect in the goods unless written notice is received by Ideal Cycle and Toy Wholesalers within seven days after delivery of the goods to the customer.

3.7   The signature of any employee or agent of the customer which appears on Ideal Cycle and Toy Wholesalers official note or way-bill or the delivery note of any authorized independent carrier shall constitute conclusive evidence of delivery of goods purchased.

3.8   If more than one delivery is to be made, then the provisions of the clause 3 shall apply to each delivery.

3.9   The time of delivery shall not be of the essence of the contract.

3.10   The sale of the items reflected on the invoice in question does not include installation, erection or commissioning unless otherwise specifically referred to.

 

4.  EXCLUSIONS

 

The customer shall not have any claim whatsoever against Ideal Cycle and Toy Wholesalers for any failure by Ideal Cycle and Toy Wholesalers to carry out any of its obligations as a result of causes beyond Ideal Cycle and Toy Wholesalers control, including but not limited to any strike, lockout, shortage of labour or materials, delays in transport, accidents of any kind, any default or delay by any sub-contractor or supplier of Ideal Cycle and Toy Wholesalers, riot, political or civil disturbances, the elements, any act of any State or Government, and delay in securing any permit, consent or approval required by Ideal Cycle and Toy Wholesalers for the supply of goods or any authority or any other cause whatsoever beyond Ideal Cycle and Toy Wholesalers absolute and direct control.

 

5.  DEFAULT

 

5.1   Should the customer default in paying his/its account strictly on due date or commit a breach of any of the terms and conditions of this contract or:

Being an individual, die or be provisionally or finally sequestrated or surrender or make. Application to surrender his estate or commit any act of insolvency; or Being partnership, the partnership is dissolved; or Being a company or close corporation, is placed under a provisional or final order or Liquidation or judicial management; or Has a judgment recorded against it which remains unsatisfied for seven days or Compromises or attempts to compromise generally with any of the customer’s creditors; or Enters any transaction which has the effects of changing the beneficial ownership of the Customer’s business: or if the customer is a company or close corporation, enters any transaction which has the Effect of a change in the effective control of the company or corporation; then, without Prejudice to any other right it might have:

5.1.1   Ideal Cycle and Toy Wholesalers shall be entitled, but not compelled, forthwith to demand that all amounts outstanding by the customer from whatsoever cause arising, be paid immediately: and

5.1.2   Ideal Cycle and Toy Wholesalers shall furthermore be entitled to cancel any agreement which exists between it and the customer and suspend the carrying out of any of its then uncompleted obligations, in which event the customer shall have no claim or claims of whatsoever nature against Ideal Cycle and Toy Wholesalers arising out of such cancellation or the suspension by Ideal Cycle and Toy Wholesalers to carry out any obligations.

5.2   Ideal Cycle and Toy Wholesalers rights in terms of 5.1 above shall not be exhaustive and shall be in addition to its common law rights.

5.3   No relaxation which Ideal Cycle and Toy Wholesalers may have permitted on any occasion in regard to the carrying out of the customer’s obligations shall prejudice or be regarded as a waiver of Ideal Cycle and Toy Wholesalers rights to enforce its obligations on any subsequent occasion.

 

 

 

 

 

 

 

 

 

 

 

 

 

5.4   Upon the cancellation of the contract between Ideal Cycle and Toy Wholesalers and the customer for any reason whatsoever.

5.4.1   All amounts then owed by the customer to Ideal Cycle and Toy Wholesalers from any because whatsoever shall become due and payable forthwith; and

5.4.2   Ideal Cycle and Toy Wholesalers may retake possession of all goods in respect of which ownership has not yet passed.

 

6.  JURISDICTION

 

6.1   Ideal Cycle and Toy Wholesalers shall be entitled but not obliged to institute any proceedings against the customer in any Magistrate’s Court having jurisdiction over the customer notwithstanding that the claim or the value of the

matter in dispute may exceed the jurisdiction of the Magistrate’s Court. Further, the customer agrees to be liable for all legal costs including costs on the scale as between attorney and his own client and collection charges and tracing costs.

6.2   A certificate signed by any director or manager of Ideal Cycle and Toy Wholesalers showing the amount due and owing by the customer to Ideal Cycle and Toy Wholesalers at any given time shall by prima facie evidence of the amount due by the customer and such certificate shall be sufficient for purposes of judgment or provisional sentence or other legal proceedings.

 

7.  DOMICILE

 

7.1   The customer nominates its head office address as reflected on the face hereof as its domicile cited et executed for service upon it on all notices and processes whether in connection with any claim or any sum due to Ideal Cycle and Toy Wholesalers or otherwise.

 

8.  NEGOTIABLE INSTRUMENTS

 

Any promissory note, bill of exchange or other negotiable instrument received by Ideal Cycle and Toy Wholesalers from the customer shall not be a novation of the debt for which it is given and the customer waives presentment, notice of dishonour and protest where applicable.

 

9.  RETURN OF GOODS

 

The credit / return policy of Ideal Cycle and Toy Wholesalers are annexed to these terms and conditions of specifically incorporated herein. If, in the exercise of its discretion, Ideal Cycle and Toy Wholesalers shall agree, at the request of the customer, to accept the return of any goods for credit, which goods were correctly supplied by Ideal Cycle and Toy Wholesalers and are not faulty or subject to any claim, then Ideal Cycle and Toy Wholesalers shall be entitled without the necessity of any further agreement to claim from the customer a handling charge of 10% (ten percent) of the invoice price of the goods returned. (See Annexure – conditions of returns policy).

 

10.   INSURANCE

 

10.1   The customer shall always keep the goods sold to it adequately insured against all forms or loss.

10.2   Pending payment to Ideal Cycle and Toy Wholesalers for goods purchased, all benefits in terms of the insurance of such goods are hereby ceded to Ideal Cycle and Toy Wholesalers.

 

11.   LAW APPLICABLE

 

This contract of sale is governed by the laws of the Republic of South Africa.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

12.   GENERAL

 

12.1   No variation, alteration or consensual cancellation of any of these terms and conditions shall be of any force or effect, unless in writing and signed by Ideal Cycle and Toy Wholesalers and the customer.

12.2   No waiver or abandonment by Ideal Cycle and Toy Wholesalers of any of its rights in terms of these terms and conditions shall be binding on it unless such waiver or abandonment is in writing and signed by it.

12.3   No indulgence, extension of time, relaxation or latitude which Ideal Cycle and Toy Wholesalers may show, grant or allow to the customer shall constitute a waiver by it of any of its rights and Ideal Cycle and Toy Wholesalers shall not thereby be prejudiced or stopped from exercising any of its rights against the customer which may have arisen in the past or which might arise in the future.

12.4   The provisions hereof shall prevail over any terms and conditions which the customer may purport to impose or apply, and which are contrary to the terms hereof.

12.5   The customer hereby acknowledges and agrees that information concerning the credit worthiness of the customer may be disclosed to any registered credit bureau and/or any other suppliers.

12.6   The foregoing terms constitute the entire agreement between Ideal Cycle and Toy Wholesalers and the customer and Ideal Cycle and Toy Wholesalers has not given to the customer any undertakings, warranties or representations apart from those set out herein.

 

13.   SUSPENSION / SETTING ASIDE OF THE GRANT OF CREDIT

 

The Applicant unequivocally agrees that if the grant of credit is suspended or set-aside for any reason whatsoever, the Applicant:

13.1   In the event that the goods or a portion thereof can be recovered, the Applicant shall immediately notify the Company of the whereabouts of the goods for which payment has not been made, and unequivocally accede the Company’s rights of ownership over such goods.

13.2   In the event that the goods cannot be recovered, the Applicant unequivocally agrees that it has been unjustly enriched in the sum of all the amounts outstanding to the company and shall furthermore make immediate payment of all such amounts to the Company based on such unjustified enrichment.

 

14.   CREDIT LIMIT APPLICABLE

 

It is hereby agreed that in the event of the Company granting incidental credit as requested, the Applicant shall.

14.1   At all times, conduct itself within the terms applicable to such grant of incidental credit.

14.2   In the event that the agreed credit limits are exceeded, Applicant agrees that.

14.2.1   The amount of such excess was requested by the Applicant.

14.2.2   The excess does not constitute a breach by the Company of its obligations to the Applicant.

14.2.3   The Company may increase the credit limit applicable at its discretion as contemplated by the Act