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Automotive & Industrial Lubricants & Asphalts
Visa Petrochemical Trading Terms and Conditions

VISA PETROCHEMICAL PRODUCTS LIMITED -  STANDARD TRADING TERMS AND CONDITIONS

 

All services rendered and products sold are supplied subject to these Standard Terms and Conditions stated hereinafter which Applicant acknowledges and understands.

 

1. INTERPRETATION

1.1 “This Agreement” means all contracts, transactions or the agreements that come into existence when a written purchase order is placed by the Customer for products and accepted by the Company;

1.2 “Company” means VISA PETROCHEMICAL PRODUCTS LIMITED [Co. Reg. No. 06129697];

1.3 “Credit Limit” means the credit limit indicated in the Credit Application;

1.4 “Credit Application” means the Credit Application signed by the Applicant/Customer;

1.5 “the Customer” means the Applicant on whose behalf the Credit Application was signed and the Customer to whom the goods are to be supplied from time to time;

1.6 “These terms” means the Standard Trading Conditions for sale of products;

1.7 “Products” means lubricants and related products supplied by the Company to a Customer in whose name an invoice is issued.

 

2. APPLICATION OF STANDARD TRADING TERMS AND CONDITIONS

2.1 These Standard Trading Terms and Conditions shall apply to any Agreement in terms of which the Company agrees to sell any Products, irrespective of the circumstances under which the Agreement arose and to exclusion of any terms and conditions which the Customer may seek to make applicable. In the event that any written instructions in regard to the use or application of products are issued by the Seller, then such instructions shall be deemed to form part of the Agreement.

2.2 Where special terms may be negotiated for any particular transactions or types of transactions, those terms will apply only to those transactions, and any other later or concurrent transactions will remain subject to these Standard Trading Terms and Conditions.

2.3 These terms do not replace any applicable Operating Lease, Retail Dealer Agreement, Consumer Agreement, Equipment Loaned to Trade Agreement or other existing agreement between the Company and the Customer, apart from any credit agreement.

2.4 These terms do replace all existing Credit Agreements between the Company and the Customer.

2.5 The Customer consents to the Company:

2.5.1 Making enquiries about Customer’s credit record with any credit reference agency and any other party to confirm the details on the Credit Application;

2.5.2 Listing Customer’s details with any credit reference agency should Customer default on the repayment obligations by the Customer to the Company.

 

3. ACCEPTANCE OF AGREEMENT

3,1 An Agreement shall come into existence when the Company accepts any order for products placed by the Customer or when a Customer accepts any offer to sell Products made by the Company by conveying such acceptance, whether oral or written, to the Company.

3.1 The acceptance of all orders is subject to availability of the products at date of acceptance.

 

4. PURCHASE PRICE AND PAYMENT

4.1 The price governing a sale of product shall be the price prevailing at the date of delivery of the products and is accordingly subject to any fluctuations in the Company’s list price that may occur before delivery;

4.2 Notwithstanding the terms of credit requested by the Customer, it is agreed that the purchase price for all products purchased by the Customer will be payable strictly within 7 days from date of Invoice, subject however to the condition that credit terms will at all times be at the sole discretion of the Company who may alter or abolish such terms without notice.

4.3 The purchase price does not include VAT, which shall, where applicable, be paid by the Customer in addition to the purchase price.

4.4 Unless otherwise provided the purchase price of the goods shall be paid in full within 7 days of the date of the relevant Invoice by the Company to the Customer.

4.5 Should the Customer fail to make any payment which is due and owing, within the aforesaid 7 (seven) day period then all amounts outstanding by the Customer to the Company from whatever cause, whether or not the date of payment has arrived will immediately become due and payable by the Customer.

4.6 Any amount not paid on due date shall bear interest at a rate equivalent to the maximum permissible finance charge rate allowed from time to time in terms of the Usury Act of 1968.

4.7 Any payments made to the Company shall notwithstanding posting thereof be deemed to have been validly made only when such payments are actually received by the Company. All risk of theft, lost, destruction or delay prior to receipt by the Company, shall remain with the Customer.

4.8 If any balance amount outstanding on the Customer’s account exceeds the credit limit defined in the Credit Application, payment on any such excess will be made immediately on demand.

 

5. CREDIT LIMIT

The Customer’s credit limit as set out in the Credit Application shall remain in force unless the Company notifies the Customer in writing of any change on approval by the Company of a request for a Credit Limit Amendment.

 

6. RETENTION OF OWNERSHIP

6.1 Ownership of any products sold in terms of this Agreement shall remain with the Company and shall not pass to the Customer until the purchase price is paid in full, and until such payment has been made, the aforementioned goods shall not in any way be hypothecated or pledged.

6.2 Where the goods are to be stored at a leased premise, the Customer hereby undertakes promptly to inform the Lessor thereof that the Company has retained the right of ownership over all goods which are the subject matter of this Agreement.

6.3 It is recorded that ownership in any Products sold by the Company to the Customer in terms of this Agreement shall not pass to the Customer until payment for those products is made in full.

 

7. RISK

7.1 Should the Company or its appointed haulier deliver the product, risk in and to the Products shall pass to the Customer on delivery of the products to the Customer.

7.2 Should the Customer or its appointed haulier collect the products from the Company, risk in and to the products shall pass to the Customer on collection of the products in which case the haulier be deemed to be the agent of the Customer.

 

8. SURETY

8.1 The Customer shall provide any such Deed of Suretyship as the Company may require from time to time.

8.2 In the case of a corporate entity as Private Company or Close Corporation, a Personal Deed of Suretyship in favour of the Company on behalf of the Customer as Principal Debtor, signed by Guarantor/s and acceptable to the Company, must accompany the Credit Application.

 

9. MONTHLY STATEMENTS

9.1 Statements for credit accounts will be provided by the Company every month to the chosen postal address of the Customer as per the Credit Application. The statement will show purchases made on the account from the previous statement up to the date of the statement. Unless advised to the contrary by the fifteenth day of each month, the Company will conclude that the Customer has received this statement.

9.2 The Customer must advise the Company in writing within 7 days of the date of the statement should the Customer believe it is incorrect and all queries must be submitted to the Company’s Accounts Department. The Customer will have no claim if the Customer do not advise the Company within that period.

9.3 The Customer should contact the office of the Company if no monthly statement is received. Failure to receive a monthly statement will not entitle the Customer to refuse or fail to pay any amount that is due to the Company.

9.4 The Company may verify and confirm any record of a deposit into their banking account. The Company’s records will be taken as correct unless the contrary is proved.

9.5 The Customer’s account will be credited immediately with any deposit made into it. If payment is not received on the last working day of the month, the account will be considered unpaid.

9.6 All payments received from the Customer with no remittance advice attached shall be applied to the Customer’s oldest outstanding invoice (first in first out basis).

 

10. INTEREST AND OTHER CHARGES

10.1 If the full outstanding amount is paid on or before the due date shown on the monthly statement, no interest will be charged.

10.2 If the Customer do not pay the full outstanding amount on or before the due date shown on the monthly statement, all transactions shown on the latest statement and future statements will attract interest at the rate of 2.5 percent per month for all amounts overdue on statement from the date of each transaction on the account until the full outstanding amount has been settled.

10.3 The interest rate will be subject to change without notice, depending on the prevailing bank overdraft rate.

10.4 In the event that a cheque is returned by the bank, the Customer will be liable for all bank charges incurred and attended interest charges. All payment to be made by bank certified cheque or other form of payment specifically approved by the Company until such time as the Company in its sole discretion deems appropriate.

10.5 All charges must be paid on time. Failure to do so may result in future deliveries being withheld. The Company will not accept any claim or liability for problems or inconvenience arising from the withholding of products as a result.

 

11. GOVERNING LAW AND JURISDICTION

11.1 This Agreement is governed by the laws of the England and Wales.

 

12. DELIVERY AND CLAIMS

12.1 Claims do not exonerate the Customer from payment of the goods when relevant invoices/statements fall due for payment.

12.2 The Customer’s signature to the Company’s copy of the delivery note shall be an acknowledgement that the Customer has, in the case of bulk deliveries, checked the meter readings before and after delivery to ensure that the invoiced quantity of the Company’s product is correct and in the case of all deliveries that the Customer has received, the quantity stated on the invoice.

12.3 In the event of the Customer failing for any reason whatsoever to sign the Company’s copy of the delivery note, the Company shall accept no liability in the respect of any claim arising out of any discrepancy between the quantity invoiced and the quantity delivered, if such claim is not lodged with the Company in writing within seven days of delivery.

 

13. RESELLING

13.1 Commercial/Industrial users and farmers purchasing lubricant and related products from the Company shall not resell same which are supplied exclusively for use in their own vehicles and plant.

13.2 Resellers purchasing lubricant and related products from the Company for resale shall sell the same at such prices as are fixed by the competent authority, or failing such, by the Company, subject to the provisions of relevant legislation.

 

14. CUSTOMER’S OWN CONTAINERS

The Company disclaims any liability whatsoever for contamination of the delivered products due to contaminated containers of the Customer.

 

15. QUOTATIONS AND ESTIMATES

15.1 The Company shall be entitled at any time by notice to the Customer to cancel, amend any quotation, estimate or agreement in circumstances where it becomes impracticable or uneconomical for the Company to carry out the contract at the quoted or estimated rate and the Customer shall have no claim whatsoever against the Company for any loss that the Customer might incur as a result of the Company cancelling or amending the quotation, estimate or agreement.

15.2 In the event of any general increase in the wages payable by the Company to their labour, whether such increase shall be in terms of an agreement between the Company or any trade union or not, during the currency of this contract, or any other increase in the Company’s costs brought about by factors beyond the Company’s control, which without limiting the generality of which shall include, but not limited to alternations in port working hours, port dues and freight, surcharges, demurrage, insurance premiums, equipment rental or statutory cost increases, the rates in this agreement will be adjusted, if necessary retrospectively, to the date such increase in wages or costs came into effect, by applying a surcharge based on the ratio which such increased costs bear to the Company’s total cost and a certificate signed by the Company’s auditors specifying only the reason for the increase in general terms and the amount of the surcharge, with a statement that it has been arrived on a basis equitable to both Customer and Company, shall be conclusive evidence as to the amount of such surcharge.

 

16. ERRORS AND SHORTAGES

16.1 The Customer shall immediately upon receipt of any products from the Company, inform the Company of any errors and/or shortages within five (05) days of receipt of the products by the Customer. Should the Customer fail to inform the Company of any such error or shortages as aforesaid, then the Customer shall have no claim whatsoever against the Company in regard thereto.

16.2 Any product collected by the Customer in error shall be considered for credit by the Company provided that such products:

16.2.1 are returned undamaged by the Customer within seven  (07) days of its receipt thereof; and

16.2.2 are in their original packaging and have not been unpacked or used in any part; and

16.2.3 are not defaced by price labels or other markings.

16.3 Any products sent to the Customer in error shall be considered for credit by the Company provided that the prerequisites contained in 16.2.1, 16.2.2 and 16.2.3 are complied with  

16.4 The relevant invoices or delivery note number must be quoted in respect of any products returned by the Customer to the Company for credit.

 

17. NO CLAIMS AGAINST COMPANY DIRECTORS AND EMPLOYEES

The Customer undertakes that no claim shall be made against any director, servant or employee of the Company which imposes or attempts to impose upon him any liability in connection with the rendering of any services which are the subject of these Standard Trading Terms and Conditions and the Customer hereby waives all and any such claims.

 

18. INDEMNITY BY CUSTOMER

Without prejudice of any of the Company’s rights and securities under these trading terms and conditions, the Customer hereby indemnifies the Company against all claims brought against the Company by third parties and all other costs incurred by the Company in defending or settling such claims arising from any cause whatsoever in connection with this agreement, including any services rendered by the Company to the Customer or product sold to or manufactured for the Customer. This indemnity shall inter alia include but shall not be limited to any claims for damages for personal injury or arising out of an infringement of the proprietary rights of any person.

 

19. FORCE MAJEURE

The Company shall not be liable nor shall the Customer have any claim whatsoever for and/or in respect of any failure by the Company to carry out any of its obligations under this Agreement as a result of force majeure, any act of any State or Government, war, riot, insurrection, political or civil disturbances, the elements, strikes, lock-outs, breakdown of plant or machinery, delay in transport, any fault or delay by the Companies, suppliers or sub-contractors, incidents of any kind or any cause of any nature whatsoever, directly or indirectly, beyond the Company’s control.

 

20. ADDRESSES FOR NOTICES

20.1 Statements will be sent by the Company to the postal address provided by the Customer in the Credit Application form. The Customer is obliged to provide the Company with the correct postal and physical address, and to notify the Seller in writing of any change of address.

20.2 Notices delivered shall be deemed to have been received:-

20.2.1 On the third business day after posting, if delivered by pre-paid post or registered post;

20.2.2 On the day of delivery if delivered by hand on a business day.

 

21. DEFAULT

21.1 Should the Customer:-

21.1.1 Fail to make payment upon the date of any amount due and owing; or

21.1.2 Commit any other breach of the terms of any agreement and remain in default of such breach after receipt of fourteen (14) days’ written notice from the Company to the Customer calling upon the Customer to remedy such breach; or

21.1.3 Being an individual, dies or his estate be provisionally or finally sequestrated or surrendered or being a partnership, the partnership being terminated, or being a company or corporation be placed under provisional or final order of liquidation; or

21.1.4 Compromise or attempt to compromise generally with the Customer’s Creditors, or have any judgement granted against him/it;

 

THEN

21.1.5 The Company shall be entitled, at this option and without prejudice to any other right which it may have, including the right to claim damage arising out of the breach or the termination of the Agreement;

21.1.5.1 to declare all amounts owing by the Customer to be immediately due and payable;

21.1.5.2 to suspend the carrying out of any of its then incomplete obligations until payment is made;

21.1.5.3 to terminate any credit facilities granted to the Customer; 

21.1.5.4 to retake possession of all stocks owned by the Seller and in the possession of the Customer.

21.2 The Company’s rights in terms of 21.1 shall not be exhaustive and shall be in addition to any other rights it may have whether under any contract, or at common law or otherwise.

21.3 No relaxation which the Company may have permitted on any occasion in regard to the carrying out of the Customer’s obligations shall prejudice or be regarded as waiver of the Company’s rights to enforce those obligations on any subsequent occasion.

21.4 The Company reserves the right to withdraw facilities if the credit account is not properly maintained or if the Company in its sole discretion believes that the Customer’s ability to sustain the credit has become doubtful. In such an instance, the Company shall give written notification to the Customer and the full amount due to the Company will become due and payable immediately.

 

22. RECOVERY OF DEBTS DUE TO THE COMPANY

22.1 The Company shall be entitled to recover any amounts due to it by the Customer in respect of instructions relating to or in terms of any contract in respect of particular goods from the Customer or Owner or if the Customer acts as agent for a disclosed or undisclosed principal from the Customer or the principal, as the Company in its absolute discretion deems fit.

22.2 The Customer agrees that in the event of the Company or any member of the Group instituting legal proceedings against the Customer to recover amounts due in terms of any agreement or for breach of these trading terms and conditions or for enforcement of any other obligations of the customer for the recovery of damages owed by the Customer to the Company or any member of the Group in terms of such agreement, the Customer shall be liable for all legal costs incurred by the Company or member of the Group. On the scale as between attorney and own client, as well as collection commission and tracing agent’s fees.

22.3 The parties agree that any legal action or proceedings arising out of or in connection with these trading terms and conditions, or the granting of any credit, may at the Company’s sole discretion, be brought in the relevant Court in the country having territorial and civil jurisdiction, where the Company’s registered office is situated at the commencement of the proceedings, and the Customer irrevocably submits to the non-exclusive jurisdiction of such Court.

 

23. GENERAL

23.1 This Agreement constitutes the sole record of the agreement between the parties in regard to the subject matter thereof.

23.2 No party shall be bound by any express or implied terms, representation, warranty, promise or the like, not recorded herein.

23.3 No addition to, variation or consensual cancellation of this agreement shall be of any force or effect unless in writing and signed by or on behalf of all the parties.

23.4 No indulgence which the Company may grant to the Customer shall constitute a waiver of any of the rights of the Company, who shall not thereby be precluded from exercising any rights against the Customer which might have arisen in the past or which might arise in the future.

23.5 The parties undertake at all times to do all such things, to perform all such acts and take all such steps and to procure the doing of all such things, the performance of all such actions and the taking of all such steps as may be open to them and necessary for or incidental to the putting into effect or maintenance of the terms, conditions and import of this agreement.

23.6 The Customer may not be entitled to cede, assign or otherwise transfer all or any of its rights, interest or obligations under and in terms of these Standard Terms and Conditions except with the prior written consent of the Company. The Company may cede, assign or otherwise transfer all of its rights, interest or obligations under and in terms of these Standard Trading Terms and Conditions without the prior written consent of the Customer.

23.7 This Agreement shall be interpreted and implemented in accordance with the laws of England and Wales.

 

VISA PETROCHEMICAL PRODUCTS LIMITED

Reg. No. 06129697