1. APPLICATION
    1.1 These terms and conditions shall apply to any contract for the sale of any goods or services by Cosmetix COMPANY hereinafter referred to as the “the COMPANY”, whether that contract arises out of (I) any offer made by the COMPANY and accepted by the Purchaser, or (ii) any offer made by the Purchaser and accepted by the COMPANY, including any such offer made by the Purchaser in response to a quotation from the COMPANY.
    1.2 No alteration or variation of these terms and conditions shall apply, unless expressly agreed to in writing and signed by an authorised representative of the COMPANY.
  2. PAYMENT
    2.1 The purchase price of goods listed on any invoice and/or delivery note signed acknowledging receipt of such goods shall be paid in full within 30 days after the date of invoice by the COMPANY.
    2.2 The COMPANY reserves the right to charge interest on overdue accounts.
    2.3 In the event of any one payment not being made on due date, then the full balance then owing by the Purchaser to the COMPANY for whatever cause arising, shall forthwith become due and payable.
  3. RESERVATION OF OWNERSHIP
    Notwithstanding anything hereinbefore or elsewhere contained ownership in and to the goods forming the subject matter of the sale shall be, and at all times, shall remain, vested in the COMPANY until the Purchaser has made payment in full of the purchase price. No latitude or extension of time shall in any way vitiate or novate the COMPANY’s rights hereunder. In the event of any default by the Purchaser, the COMPANY shall, without prejudice to any other rights which it may have, and without notice, be entitled, on demand, to obtain return of the goods forming the subject matter of the sale insofar as payment for such goods has not been made in full. The Purchaser shall have no right to dispose of or part with possession of the goods, whether by way of sale or pledge or otherwise. If in the event that the goods being interfered with by a third party the Purchaser shall then immediately notify the COMPANY by way of telephone, telex or fax. The cost incurred in any action to prevent the interference, shall be paid by the Purchaser on demand, and against payment the COMPANY shall cede its claim for costs against the third party to the Purchaser.
  4. DISCOUNTS
    4.1 The Purchaser’s entitlement to any discount (trade, quantity or cash discount) allowed shall be conditional on payment being made in full, without deduction of set off on or before the due date for such payment. In the event that any payment is not made on or before its due date, such failure to pay will constitute a material breach of this agreement and the COMPANY may, in its sole and absolute discretion, suspend all deliveries on outstanding orders until full payment has been received. The suspension of deliveries shall not result in any liability whatsoever on behalf of the COMPANY and the Purchaser hereby indemnifies and holds the company harmless against any such liability.
    4.2 The Purchaser has no right to withhold payment for any reason whatsoever, and agrees that no extension of payment of any nature shall be extended to the Purchaser, and such extension will not be applicable or enforceable unless agreed to by the COMPANY, reduced to writing and signed by the Purchaser and a duly authorised representative of the COMPANY.
  5. ALLOCATION TO OLDEST INDEBTEDNESS
    All payments by the Purchaser to the COMPANY shall be deemed to be a payment in reduction of the oldest indebtedness of the Purchaser to the COMPANY.
  6. DELIVERY
    Delivery shall be deemed to have been duly effected.
    6.1 Where delivery takes place by road:
    6.1.1 Where the COMPANY is the carrier, at the time when the goods forming the subject matter of the sale are delivered to the place specified by the Purchaser.
    6.1.2 Where an outside transporter is the carrier, at the time when the goods forming the subject matter of the sale are delivered to such outside carrier, which in all cases shall be deemed to be the agent of the Purchaser notwithstanding the fact that the COMPANY may appoint such carrier and/or pay such carrier’s charges.
    6.2 The risk in and to the goods purchased shall pass to the Purchaser upon delivery as defined in 6.1 and 6.2 above.
    6.3 The costs of transportation and any costs incidental thereto shall be borne and paid by the Purchaser.
  7. TIME FOR DELIVERY
    Notwithstanding anything herein or elsewhere contained, any time or date for delivery specified by the COMPANY or the Purchaser in respect of any sale shall be an estimate and shall not be of the essence of this contract. If the COMPANY cannot, for any reason whatsoever, effect delivery of any goods on the date stipulated by it or by the Purchaser the sale shall not, for that reason alone, be cancelled by the Purchaser and the Purchaser shall be obliged to take delivery as and when the COMPANY can affect such delivery. Whilst the COMPANY undertakes to use its best endeavors to affect delivery on any date specified by it, no warranties of whatsoever nature or kind are given and the COMPANY shall not be responsible for any damages of whatsoever nature, loss of profit or any consequential or indirect damages which the Purchaser may suffer as a result of such late delivery.
  8. PARTIAL DELIVERY
    In the event of the COMPANY for any reason whatsoever, not being able to affect delivery of all the goods forming the subject matter of the sale:
    8.1 the COMPANY shall deliver such goods as it is then able so to do, and the Purchaser is obliged to accept such partial delivery;
    8.2 The Purchaser shall accept delivery of the balance of the goods not delivered in 8.1, upon The COMPANY tendering delivery thereof, in case of the COMPANY being in a position to do so.
  9. EXCESS DELIVERY
    Wherever the subject matter of the sale is manufactured and/or supplied to the special order of the Purchaser and such goods do not normally form part of the COMPANY’s standard stock lines, The COMPANY shall have the right to deliver a quantity which shall be in accordance with the COMPANY’s manufacturing allowances, within 5% (five percent) in excess of the quantity ordered, at the same rate upon which the value of the original quantity ordered was calculated.
  10. CLAIMS FOR SHORT DELIVERY
    10.1 Should the Purchaser have any claim whatsoever arising out of the short delivery of the goods forming the subject matter of the sale delivered in terms of paragraph 4 above, the Purchaser shall:
    10.1.1 notify the COMPANY in writing within seven (7) days of receiving delivery from the Railway authorities, where the goods have been dispatched by rail;
    10.1.2 Notify the carrier, in writing, on delivery of the goods, by endorsing the delivery note accordingly, where the goods are dispatched by road and where such carrier is the COMPANY or its agent.
    10.2 Unless the Purchaser gives timeous notice of short delivery in terms of 10.1 above, the Purchaser shall be deemed to have received the goods set out in the delivery note and relevant invoices.
  11. RETURNS The Purchaser shall not be entitled to return any goods for credit without the prior written consent of the COMPANY first being had and obtained.
  12. LIABILITIES
    12.1 The COMPANY’s liability to the applicant for any damages sustained by the applicant from any cause whatsoever including any damages arising out of the COMPANY’s negligence or that of its servants, agents or sub-contractors shall in any event and under all circumstances be limited in the replacement at the COMPANY’s premises of goods which at the date of delivery thereof are subject to a patent defect arising from defective materials.
    12.2 Except as in 12.1 above, the COMPANY shall in no circumstances whatsoever be liable for any loss of profit or any damages direct or indirect, consequential or otherwise sustained by the Purchaser whether or not caused by the negligence of the COMPANY’s, its agents or employees.
  13. WARRANTY
    Save as provided for in clause 12.1, all goods are sold voetstoots and without any warranties whatsoever whether express or implied.
  14. JURISDICTION
    The COMPANY shall be entitled, but not obliged to institute any proceedings against the applicant arising out of the contract with the applicant for any full balance outstanding including current purchasers in any Magistrates Court having jurisdiction over the applicant, notwithstanding that the claim or the value of the matter in dispute may exceed the jurisdiction of the Magistrate’s Court.
  15. LEGAL COSTS
    The Purchaser shall be liable to the COMPANY for all legal expenses on the attorney-and-own client scale of an attorney and counsel incurred by the COMPANY in the event of (a) any default by the Purchaser or (b) any litigation in regard to the validity and enforceability of this agreement. The Purchaser shall also be liable for any tracing, collection or valuation fees incurred, as well as for any costs, including stamp duties, for any form of security that the COMPANY may demand.
  16. CERTIFICATE OF BALANCE
    A certificate signed by any director or manager of the COMPANY showing the amount due and owing by the Purchaser to the COMPANY at any given time shall be sufficient evidence of the amount due by the Purchaser and such certificate shall be sufficient for purposes of judgment or provisional sentence or other legal proceedings.
  17. DOMICILIUM
    The Purchaser nominates it’s business address as reflected on the face hereof as it’s domicilium citandi et executandi for service upon it of all notices and processes whether in connection with any claim or any sum due to the COMPANY, or otherwise.
  18. RETURN OF GOODS
    If, in the exercise of its discretion, the COMPANY shall agree at the request of the Purchaser to accept the return of goods for credit, which goods were currently supplied by the COMPANY, and are not faulty or subject to any claim, then the COMPANY shall be entitled without the necessity of any further agreement to claim from the Purchaser a handling charge of 20% (twenty percent) of the invoice price of the goods returned.
  19. LAW APPLICABLE
    The contract of sale to which this invoice relates is governed by the laws of South Africa.
  20. VARIATION
    20.1. No variation or alteration of any of these terms and conditions shall be of any force or effect, unless reduced to writing and signed by the parties herein.
    20.2. No waiver or abandonment by the COMPANY of any of its rights in terms of this application and these terms and conditions shall be binding on it unless such waiver or abandonment is in writing and signed by it.
    20.3. No indulgence, extension of time, relaxation or latitude which the COMPANY, may grant or allow to the Purchaser shall constitute a waiver by the COMPANY of its rights and the COMPANY, shall not thereby be prejudiced or stopped from exercising any of its rights against the Purchaser which may have arisen in the past or which might arise in the future.