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| Terms
and Conditions
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SAFARI
BABY (herein referred to as "SB")
STANDARD TERMS AND CONDITIONS FOR LOCAL SUPPLIERS
FOR PROCUREMENT OF NON-MERCHANDISE GOODS AND RELATED SERVICES
Orders
1. Purchase orders or consignment orders for the procurement
of goods must be generated by SB,
by an authorized employee and bears a valid order number and
signature/s ("the SB
purchase order"). SB
shall not be bound by any purchase or consignment orders that
fail to comply with these requirements in any respect, and all
SB
purchase or consignment orders shall, subject to clause 25 below,
be subject only to the terms and conditions contained in this
document.
Supplier's Obligations and Warranties
2. Upon confirmation of acceptance of any order or consignment,
you acknowledge that you have accepted the SB
purchase order or consignment order subject to its and these
terms and conditions.
3. You undertake that you shall not accept and/or perform in
terms of an SB
purchase order or consignment order, unless the goods which
you intend to supply to SB
have been imported, purchased, obtained and/or manufactured
by you, as the case may be, lawfully and in strict compliance
with all applicable legislation, regulation, directives, guidelines
and the like issued by any governmental or regulatory authority,
and you hereby warrant to and in favour of SB
that the goods have been so imported, purchased, obtained and/or
manufactured, as appropriate. Without in any way limiting the
aforegoing, you warrant that the goods you supply to SB
do not infringe any import restrictions and regulations and
that the correct tariff codes have been and will be used in
relation to all such goods.
4. All goods shall be delivered strictly in accordance with
the SB
purchase order or consignment order, as updated and/or amended
from time to time, and these terms and conditions. All goods
shall be delivered together with a detailed delivery note in
the manner and form as SB
may reasonably require. Unless the face of the SB
purchase order or consignment order is specifically endorsed
to the contrary by SB,
you warrant that the goods delivered are free from any defects
whatsoever (including latent defects).
5. You warrant that you comply with all laws concerning the
manufacture and distribution of your goods and there are no
existing, pending or threatened claims, assessments, or litigation
against you for any failure or alleged failure to comply with
any Laws.
6. You confirm that you have not and undertake and agree that
you shall not be engaged in any act or omission proscribed in
the Prevention and Combating of Corrupt Activities Act and the
Prevention of Organised Crimes Act and further undertake that
you shall comply with the spirit of this legislation as well
as SB's
Code of Ethics (the "Code") insofar as the code may apply to
the giving of gifts to employees of SB.
(a copy of the code is available on request)
7. You undertake and agree that all any information, documents,
materials, knowledge, know how, trade secrets and propriety
interests vesting in and belonging to SB
disclosed to you which is not in the public domain, is confidential
and may not be used or disclosed to any third party during the
course of or after the termination of this agreement save as
may be strictly necessary for the due fulfillment of your obligations
in terms hereof.
8. You agree that in the event that you fail to inform SB
of any non-compliance or defective compliance with any legislation,
regulations or mandatory requirements as contemplated above,
SB
is entitled to assume that you are fully compliant. You agree
to inform SB,
without delay, of your failure to comply, in any respect, with
any legislation, regulations or other mandatory requirements
as and when such event arises.
9. These terms and conditions shall operate in addition to and
shall, in no way derogate from any warranties that may be contained
in your standard terms and conditions and/or which may be implied
in law.
10. You warrant that you will not approach, sell, undermine,
and instigate a sale to any of SB
retailers or clients, unless provided in writing by SB
Payment
11. Your delivery notes and invoices must quote the applicable
SB
order number as well as the relevant SB
entity and any other information, which SB
may reasonably require.
12. If your business is registered as a vendor for VAT purposes,
your invoice to FRG must be a valid "Tax Invoice" and must comply
with the requirements in section 20 of the VAT Act 89 of 1991,
as amended from time to time. Debit and credit notes must, similarly,
comply with section 21 of the said Act.
13. SB
will accept only original tax invoices unless expressly agreed
in writing to the contrary. If an original tax invoice is not
received timeously, this may delay payment thereof.
14. Subject to your due and proper fulfillment of all terms
of the SB
purchase order and consignment order, your compliance with these
terms and conditions, payment will be made at the end of the
month following the month in which the goods were delivered
or sold, in respect of the consignment order, provided that
if the month end falls on a Saturday, Sunday or public holiday,
on the first business day thereafter, less 2.5% discount. Alternatively,
you may elect to receive payment 30 (thirty) days after the
month in which the goods were delivered, in which event no discount
will be deducted.
Pricing
15. You agree and accept the SB
pricing structure, where SB
places a 50% mark-up on all goods and services to the public
and less, a maximum, of 30% discount to retailers.
16. You provide SB
with such pricing so as to allow SB
to be competitive with your retail prices and competitive manufacturers,
wholesalers and retailers.
17. You warrant that you comply with all competition laws concerning
the retail and price fixing of your goods and services.
Liability and Indemnities
18. The risk in any goods ordered shall pass to SB
upon acceptance of delivery thereof. SB
shall signify its acceptance of delivery of the relevant goods
by signature (by an authorized representative of SB)
of the delivery note. For the avoidance of doubt, such signature
shall not be construed as confirmation by SB
that the goods have been received in good condition or otherwise
in accordance with the SB
purchase order, but merely as acknowledgement of receipt thereof.
The date on which the goods are delivered to and accepted by
SB
shall be the delivery date of the goods.
19. SB
will not be liable for any loss or damage resulting from non-compliance
with any of these terms and conditions and you indemnify SB
from any and all such claims without limitation. Without limiting
the generality of the aforegoing, you indemnify SB
against any damages it may suffer in the event of it being held
liable for the infringement of any copyright and/or trademark
infringement in respect of goods supplied by you.
20. If either party is prevented, whether in whole or in part,
or delayed from performing any of its duties, functions or obligations
in terms hereof, whether timeously or at all, as a result of
or arising from any contingency beyond its control, the obligation
to perform shall be suspended to the extent and during the continuance
of such prevention provided that the relevant party shall use
its best endeavors to minimise any delay occasioned thereby.
Breach and Cancellation
21. If you fail to comply with any aspect of the SB
purchase or consignment order and/or these terms and conditions,
SB
shall be entitled but not obliged, in its sole discretion and
without prejudice to any rights, which it may have in law, to:
(1) Refuse to take delivery of any/all goods until such time
as you have duly complied with these terms and conditions and/or
the SB
purchase order (the risk in and responsibility for such goods,
including any storage, transport or other expenses incurred
in respect thereof, shall remain yours until such full compliance);
or
(2) Accept delivery of any/all goods provided that, in either
event, SB
shall be entitled to withhold payment of the whole or any part
of the purchase price until such time as you have complied with
the FL purchase or consignment order and these terms and conditions.
22. If these terms and conditions are not acceptable to you
in whole or in part, SB
reserves the right to cancel/withdraw any and/or all order/s.
23. Your failure to comply with all or any of these terms and
conditions or any aspect of the SB
purchase or consignment order will entitle SB
to cancel any and all orders current at the relevant time, in
its sole discretion.
24. SB
may cancel any order by written notice to you to such effect
should you commit an act of insolvency, be liquidated, whether
compulsory or voluntary, or be placed under judicial management.
25. SB
may in its sole discretion, having due regard to any prejudice
that may be suffered by you, cancel any order placed.
Alert Line
26. If you become aware of any fraudulent activity committed
by SB
employees, you agree to report it. You can do so, completely
anonymously by contacting owner - Tina Mostert
General
27. This document together with the relevant SB
purchase or consignment order contain the entire agreement between
you and SB,
and neither party shall be bound by any undertakings, representations,
warranties, promises or the like not recorded herein, save for
as provided in clauses 1 and 9 above.
28. The head notes to the paragraphs are inserted for reference
purposes only and shall not affect the interpretation of any
provisions to which they relate.
29. Any reference to the term "goods" shall mean goods and/or
services as the case may be.
30. Any reference to you, the supplier shall include your officers,
employees, representatives and agents as the case may be.
31. No variation or purported variation hereof by any means
whatsoever shall be of any force and effect unless SB,
in its sole discretion, has consented thereto in writing.
32. Despite anything to the contrary contained or implied in
this document, SB
shall be entitled to amend these terms and conditions in its
sole discretion from time to time.
33. These terms and conditions or any agreement which arises
from your acceptance of the SB
purchase order ("the agreement") or consignment order ("the
agreement") shall be governed by and construed in accordance
with the laws of the Republic of South Africa and Zimbabwe and
you and SB
hereby consent to the jurisdiction of the High Court of Zimbabwe
(Harare Provincial Division) in respect of all or any disputes
which may arise between you both in relation to or arising out
of the implementation of the agreement and/or these terms and
conditions.
34. SB
shall be entitled to sell, cede, assign, delegate or in any
other way alienate or dispose of any or all of its rights and
obligations under and in terms of these terms and conditions
or any agreement arising from your acceptance of the SB
purchase order ("the agreement") or consignment order ("the
agreement") to any other company/ies in the SB
retail portfolio, without prior notice to or approval from you.
You shall not be entitled to sell, cede, assign, delegate or
in any other way alienate or dispose of any or all of your rights
and obligations under and in terms of these terms and conditions
or this agreement without the prior written approval of SB.
Regardless of any subcontracting or outsourcing arrangement
you may enter into, you
(1) Will ensure that the relevant third party/ies binds itself
to your obligations and warranties as set out herein; and
(2) Acknowledge and confirm that regardless of such arrangement,
you will remain liable to SB
for the due performance of all obligations to SB.
Dated: 20/10/2009 |
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