Terms of Sale
LAPP Southern Africa (Pty) Ltd (hereinafter referred to as LAPP) hereby supplies the goods set out in the purchase order to the customer subject to the terms and conditions set out in this agreement.
LAPP Southern Africa will gladly provide price quotes on request. These quoted prices will be valid for 15 days from the date of the quote.
- Prices for the Products and, where applicable, discounts, VAT, excise and other duties and taxes, are those that apply at the date of receipt by LAPP of the relevant order for the Products. LAPP reserves the right to revise the Prices at any time before the date of the Order Confirmation, in which event the revised Price as contained in the Order Confirmation will be binding on the Customer.
- LAPP may grant such discounts as it in its sole discretion may deem appropriate from time to time.
- Prices are stated exclusive of VAT, excise duty and delivery surcharges (not applicable to collect orders).
- Orders are subject to surcharges where the order is below the minimum order values stipulated by LAPP from time to time.
- All variation orders must be in writing and shall not be binding upon LAPP unless accepted by LAPP. In the event of variation instruction from Customer as aforesaid or the Customer's failure to give instructions, all extra costs incurred by LAPP shall be paid for by the Customer.
- Prices quoted are conditional upon placement of an order for all the Products encompassed by the quotation. If any items are excluded in the order placed by the Customer, LAPP will be entitled to confirm acceptance making such allowance for the excluded items as LAPP may in its discretion determine as indicated above in the Order Confirmation.
LAPP will accept returns or exchanges only on the following terms:
- Returned merchandise must be unopened and in a re-saleable condition, and received by LAPP along with the original invoice within 15 days from the original invoice date;
- All return and exchanges must be sent to LAPP via traceable methods on own account. Shipping and handling fees are not refundable;
- Kits and other materials, also material sold at a discount, must be returned in their entirety- partial returns will not be accepted;
- All returns will be accepted only for credit against the client's LAPP account for future purchases from LAPP and no cash refunds will be made;
- LAPP cannot accept returns of specialized imported products- no credit will be permitted for such returns;
- Credits for returns must be used within one year from the date the return credit is issued, after which such credits expire;
- For existing accounts, all payments are due within 30 days of invoice date. New accounts will be opened after verification of professional and credit information.
- Standard Handling Fee of 35% will be charged on all goods returned.
5.ORDERING GOODS FROM LAPP
National orders (South Africa)
Telephonic orders must be followed up with printed purchase order form to LAPP. Please ensure that the order form has been received;
- Please include the quantity, product code, product name and product price of each product, as well as the official purchase order number (where appropriate), to prevent any delays of the order;
- Orders should be placed Monday to Friday between 8am and 4pm. Available material will be shipped within 48 working hours from receipt of correct purchase order;
- LAPP cannot ensure the availability of stock always as it is subject to prior sales.
- Orders on these days will be accepted only up to 2 pm. Sea Freight ordered goods may take up 8 weeks to be delivered for this reason LAPP recommends that orders be placed at least 10 weeks before the materials are needed;
- Shipping and handling costs as well as VAT will be added to the invoice as this is not included in the product price (prices available from LAPP). The cost of shipping or postage of material will be quoted depending on the preference of the client of having a same day delivery or not.
- The client must indicate a preference for insurance of the package. LAPP does not accept any responsibility for packages that get lost;
- LAPP cannot take responsibility for material should international distributors decide to discontinue the product. LAPP will do its best to seek and provide a suitable alternative option;
- Proof of payment, with client’s account number and reference, must be emailed to LAPP to ensure correct allocation of money.
- Non-credit account holders (cash accounts) must pay 50% of the value of goods ordered via sea or air freight before the relevant order will be placed to the supplier.
- Final payment must be made before goods will be delivered to client.
- Credit Account holders must make payment for material ordered from LAPP within 30 days from statement, failing to do so LAPP has the right, without prejudice to any other rights which it may have in terms of these terms of business or at law, to forthwith reclaim possession of the materials.
6.ORDERING GOODS FROM LAPP
International orders (Africa only)
All the terms and conditions specified under (Ordering Goods from LAPP: National orders) remain, except as replaced by the following:
- A quotation will be provided and must be signed off by the client. Courier and insurance costs will be added to the invoice;
- Materials will be released once full payment has been received;
- LAPP cannot take any responsibility for parcels /material once it leaves our offices and the country. Should a parcel get lost LAPP will under no circumstances can replace or refund material.
- LAPP will as far as is practically possible, seek to uphold the guidelines established by International Standards (nationally). In cases of conflict between these guide- lines, the International Standards guidelines will prevail nationally.
- The tests, manuals, answer sheets, scoring and exports, and related materials are sold as is, without representation or warranty, express or implied, as to their merchantability or fitness for any purpose. Purchaser's sole and exclusive remedy in the event of any defect in such materials or the rendition of scoring services shall be a refund of the price paid therefore, which remedy shall be in lieu of all other remedies and damages, whether actual, consequential, special, incidental or other.
- Notifications of Defect and Warranty:
- The notification of defect specified in accordance with Section 377, 381 paras’ 2 of HGB- German commercial code (commercial duty of investigation and notification of defect) must be raised immediately in writing - in case of recognizable defects within 10 days at the latest after receipt of the goods at the place of destination, by indicating the delivery slip and invoice number.
- If a notification of defect was raised in time, the customer shall be entitled to request subsequent performance (elimination of the defect or delivery of a product free from defects). If two attempts of subsequent performance are unsuccessful (failed subsequent performance) or if we refuse subsequent performance or if subsequent performance is unreasonable, the customer may withdraw from contract or reduce the purchase price or demand damages instead of performance. The customer shall be obliged to grant us the necessary time and opportunity for subsequent performance.
- For impairments of the delivery object by natural wear and tear, damage after passing of risk or improper treatment no warranty shall be given.
- Our liability expires, if the customer himself or third parties have performed rework or modifications on our consignment without our prior approval or if parts not supplied or not released by us have been used.
- If we fulfill the contract appropriately, we are not obligated to take back goods.
LAPP is not liable for any third-party claims or expenses incurred while using our product, for delays; loss of information; incidental cost of substitute material; loss of income, grants, and profits or any other damages. These conditions apply to all orders and may not be modified unless expressly agreed to in writing by LAPP.
- Claims should be made in writing to LAPP, quoting the invoice and customer account number:
i. Within 3 days after receipt of material in respect of damage or discrepancies between
materials ordered and materials received;
ii. Within 2 weeks of dispatch in respect of non-delivery;
iii. Within 2 weeks of dispatch in respect of defective materials.
iv. Relevant letter of request needs to be sent to HR@LAPPgroup.co.za.
v. LAPP will issue an authorisation note accordingly to return relevant items.
vi. Authorisation note needs to be attach to an official return note before any goods will be
accepted back in LAPP’s Warehouse.
- LAPP will not be liable in respect of such matters unless we are notified within the appropriate time as set out above and the materials are returned. We will not accept any materials for return without prior notice and the reasons for the return.
- No refund or credit will be made in respect of materials received by LAPP in a damaged or unsaleable condition. We strongly recommend that materials be sent to LAPP by traceable means. No shipping or delivery costs incurred to return materials will be reimbursed. LAPP reserve the right to charge a handling fee on any return received without authorization, irrespective of the reason for the return. For more information on the terms described in this section, please contact: info@LAPPgroup.co.za
- Accounts are due and payable not later than 30 (thirty) days from the date of statement, unless otherwise agreed in writing by LAPP, if such 30 (thirty) day period falls on a day which is not a business day, payment shall be due on the last working day of that month. All payments shall be free of set-off, deductions or charges other than any settlement discount agreed to by LAPP in writing.
- All payments shall be made to LAPP in South African currency free of exchange into the following bank account or such other account or place as LAPP may from time to time in writing direct:
Bank: Standard Bank
Branch name: Greenstone
Branch number: 016342
Electronic Branch code: 051001
Bank Account number: 020055374
Swift code: SBZA ZAJJ
Bank: Standard Bank of SA Ltd
Branch name: PBB: BB Ekurhuleni BC
Branch number: 184241
Bank Account number: 090333497
Swift code: SBZA ZAJJ
- No payment may be delayed by the Customer on the grounds of alleged default by LAPP, nor shall the Customer be entitled to set off any claim alleged against LAPP whether arising out of the contract in question or otherwise.
- In the event of LAPP having to take legal action against the Customer to collect amounts owing by the Customer –
i. LAPP shall be entitled (but not obliged) to institute proceedings in any magistrate’s court
having jurisdiction over the Customer's person notwithstanding the amount of LAPP’s
claim and the Customer by submitting his order shall be deemed to have consented
ii. a default certificate issued under the hand of any director of LAPP (whose status as such
need not be proved) showing the amount due by the Customer at any given time, shall be
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;
iii. the Customer shall be responsible for payment of all legal fees and costs incurred by
LAPP on an attorney and own client basis, including collection commission.
In the event of any amount due not being paid by the Customer on the due date thereof,
interest shall, without prejudice to LAPP other remedies, accrue on the amount which is
due and owing, at 2 (two) percentage points above the Prime Rate, from due date of
pay-mint until the date of receipt of payment, both days inclusive.
- LAPP accepts no responsibility for the misallocation of payments received by LAPP unless such payment is accompanied by full and proper remittance advice, including the Customer's account number in the books of LAPP.
- No payment shall be deemed to have been received by LAPP until it is credited to the account of the Customer in LAPP books and all payment shall first be allocated to interest accrued and thereafter to the capital amount due.
- If payment is not reflecting in LAPP’s bank account on the last working day of the month, the customer will forfeit any agreed settlement discounts.
- Ownership of the goods sold by LAPP to the Purchaser shall not pass to the Purchaser until the full purchase price thereof shall have been paid.
- Whilst the Purchaser remains indebted to the Purchaser, stocks of products sold and delivered by LAPP to the Purchaser, shall be deemed to be goods for which the Purchaser has not made payment to the Purchaser, without the Purchaser identifying such goods against specific invoices.
- The risk in the goods shall pass to the Purchaser on delivery thereof.
- If either party breaches any provision of this agreement and remains in breach for fourteen (14) days after written notice to such party requiring that party to rectify that breach, or if either party repudiates this agreement, the other party shall be entitled, at that party's option: -
i. to sue for the immediate specific performance of any or all the defaulting party's
obligations under this agreement whether any such obligation is then due; or
ii. upon the abandonment of such claim for specific performance to cancel this agreement.
Written notice of such cancellation shall be given to the defaulting party and the
cancellation shall take effect on the giving of such notice.
- LAPP Southern Africa's remedies in terms of this clause are without prejudice to any other remedies to which LAPP may be entitled in law.
- Disputes between the parties shall be referred to mediation conducted by a single mediator duly accredited by the ADR Group UK and the Africa Centre for Dispute Settlement ("ACOS") at Stellenbosch, mutually agreed to between the parties. If the parties are unable to agree to the appointment of a mediator, the chairman of ACDS will be instructed to appoint the mediator.
- If the parties fail to reach an amicable resolution through mediation, the matter shall be referred to arbitration in terms of the Arbitration Act No. 42 of 1965 or any statutory modification or amendment thereof or substitution there for.
- If the parties fail to agree to the arbitrator referred to in 14.1 within 14 (FOURTEEN) days after the occurrence of a dispute, such dispute shall be referred to a senior counsel practicing as such at the Johannesburg Bar or an attorney of at least 10 (TEN) years standing practicing at Johannesburg and nominated by the President for the time being of the Law Society of the Northern Provinces, if the parties agree that the dispute in question is a legal issue;
- The provisions of this clause constitute an irrevocable consent by the parties to any proceedings in terms thereof and none of the parties shall be entitled to withdraw there from or claim at any such proceedings that it is not bound by such provisions;
- The parties choose as their domicile citandi et executandi for all purposes under this agreement, whether in respect of court process, notices or other doc or communications of whatsoever nature (including the exercise of any option), the following addresses:
LAPP: 51Brunton Circle Foundersview South Modderfontien
Buyer: As indicated on their Order
- Any notice or communication required or permitted to be given in terms of this agreement in shall be valid and effective only if in writing, but it shall be competent to give notice by fax or email.
- Any party may by notice to any other party change the physical address chosen as its domicilium cifandi et executant vis- a- vis that party to another physical address.
- Any notice to a party:
i. sent by prepaid registered post (by airmail if appropriate) in a correctly addressed
envelope to it at its domicile cicada et executant shall be deemed to have been
received on the 4th business day after posting (unless the contrary is proved);
ii. delivered by hand to a responsible person during ordinary business hours at its
domicile citadel et executant shall be deemed to have been received on the day
- Notwithstanding anything to the contrary herein contained a written notice or communication received by a party shall be an adequate written notice or communication to it not withstanding that it was not sent to or delivered at its chosen domicile citadel et executant.
The proper law of this agreement is the law of the Republic of South Africa, and accordingly, any dispute about this agreement, including any dispute about its validity, existence, interpretation, rectification, breach or termination or any dispute about any matter arising out of this agreement, its avoidance, interpretation, rectification. Breach or termination shall be determined per the laws of the Republic of South Africa.
It is recorded that this agreement constitutes the entire contract between the parties and that there are no prior representations including notices, announcements, guarantees or warranties given either verbally or in writing by any party to anyone ac on the party’s behalf which are included in this agreement, save and so far, as are contained in this document. The parties warrant that the provisions of this agreement correctly revel the intentions of the parties and according neither party shall be entitled to apply for rectification of this agreement. The provisions of this clause are not capable of waiver nor are they subject to any estoppels.
No indulgence which a party and or its agent may show to another party and more particularly any act of a party and/or his agent in ac any payment guarantee or undertaking after due date, or in accepting a lesser sum than the amount due, as provided for in this agreement or any failure by a party to exercise any right he possesses in terms of this agreement timeously or at all shall in any way prejudice the party’s rights will be considered as a waiver or novation of the party's rights.
No agreement at variance with or in addition to any of the provisions in this agreement or novation including a novation or any variance which has a suspensive effect on the set provisions or any agreement relating to or in connection with the postponement of any date or cancellation or further agreement between the parties relating to the same subject matter as contained in this agreement shall be binding on the parties hereto unless it is reduced to writing and signed by both parties, unless such a was provided for elsewhere in this agreement and are in fact in terms of such provision.
Should any provisions of this agreement in any manner whatsoever contravene any law of the Republic of South Africa, is found to be void and unenforceable then such provisions shall be deemed to be severable and shall not affect the validity or enforceability of those remaining provisions which are not in contravention of any law.
20.LIMITATION OF LIABILITY
- Notwithstanding anything to the contrary stated in this Agreement, neither party will be liable to the other for consequential, special and/or indirect damages or loss of profit, howsoever arising.
- The "SELLER" is not obliged to compensate the damage incurred to the "BUYER" or third parties, if the goods were used in direct air and space travel applications and the damage resulted from or in connection with the use of the goods pursuant to this Article, unless such damage would be caused intentionally or in gross negligence by the seller.
Copyright laws govern the rights of test authors. The purchase of test material from LAPP Southern Africa does not grant anybody the right to reproduce adapt or in any way infringe in any form, whether electronically or in hard copy, the rights of test owners. The client’s purchase of test material from LAPP Kable does not, in any way, grant them the right to reproduce copies of materials or the content (unless so specified). or enter protected content onto computer. Test users must adhere strictly to copyright law and under no circumstances photocopy, translate, alter, distribute, publish or otherwise reproduce answer sheets, test booklets or manuals. LAPP is bound by its author contracts and distribution agreements to take prompt legal action against anyone infringes on its rights or its authors·
22.APPROVALS AND CONSENTS
An approval or consent given by a Party under this Agreement will only be valid if in writing and will not relieve the other Party from responsibility for complying with the requirements of this Agreement nor will it be construed as a waiver of any rights under this Agreement except as and to the extent otherwise expressly provided in sue approval or consent. or elsewhere in this Agreement.
Date of last revision: 2018/11/19