Inprofile 2000 (Pty) Ltd

Standard Conditions of Contract



1.1 "Customer" means any person or persons at whose request or on whose behalf the supplier undertakes to supply any goods, do any business, or provide any advice or service;

1.2 "Supplier" means Inprofile 2000 (Pty) Ltd supplying the Goods;

1.3 "Goods" means any materials, products and/or services supplied to the customer by the supplier;

1.4 "Agreement/Contract" shall mean these standard terms of agreement, and such other terms and conditions of agreement as may be agreed in writing between the parties.


These standard terms of agreement shall be deemed to be incorporated in and shall apply consistently to every agreement entered into between the supplier and the customer.


3.1 Subject to clause 1.4 above, this agreement constitutes the whole agreement between the customer and the supplier and no amendment or consensual cancellation and no extension of time, waiver or relaxation of any of the provisions or terms of
this agreement shall be binding unless recorded in writing and signed by the authorised representative of the supplier.

3.2 No extension of time or waiver or relaxation of any of the provisions or terms of this agreement, bill of exchange or any other document shall operate as an estoppel against the supplier in respect of its rights under the agreement nor shall it preclude
the supplier from exercising its rights strictly in accordance with this agreement.

3.3 The supplier shall not be bound by an express or implied term, representation, warranty, promise or the like not recorded herein.


4.1 Any quotation given shall not be an offer by the supplier to sell the goods, but constitutes an invitation by the supplier to the customer to do business with the supplier.

4.2 A quotation may be revoked at any time by the supplier. In the event of the supplier not accepting the customer's order within one month from the date thereof, the order shall be deemed to have been withdrawn.

4.3 A contract will only come into force once the supplier accepts the customer's order or if the supplier supplies, or tenders to supply, the goods in question to the customer.

4.4 The quotation is based on rates of exchange, freight charges, insurance, railage, costs of labour, material, import duty, taxes and other charges ruling at the date of the quotation. Any variations occurring subsequent to the date of the quotation in
any of the aforesaid rates or charges, shall entitle the supplier to vary the amount of the quotation accordingly.


5.1 Unless otherwise stated in any order given to the supplier (or elsewhere in writing to the supplier), payment of the purchase price in respect of any goods despatched by the supplier up to and including the last day of each month, must be made into
and reflect in the supplier's banking account by the last banking day of the month following the month in which such order is despatched and invoiced to the account of the customer. If the price stated in the quotation of the supplier is subject to a
discount, then that discount will only be allowed if payment is made timeously on or before the due date for payment. Should any payment due by the customer to the supplier not be made on due date, or should the customer commit any other breach of
this agreement, or be placed in liquidation, or commit any act of insolvency, then the full balance owing to the supplier by the customer, as at the date thereof, from whatsoever cause arising, shall immediately become due and payable without notice.

5.2 Unless otherwise stipulated in the agreement, the contract price is based on such "ex works delivery", exclusive of the costs of packaging, freight, off-loading and insurance.

5.3 Any promissory notes and/or bills of exchange shall be deemed to have been accepted by the supplier without prejudice to the supplier's claims or rights against the customer in respect of the original cause of debt and the customer hereby waives
presentment, notice of dishonour and protest in respect of any promissory note or bill of exchange of which it is an endorser, surety or other party and of which the supplier may become the holder.

5.4 The customer shall not be discharged from its obligation to pay the contract price until the supplier actually recovers payment in full, notwithstanding the means and method of payment agreed upon by the parties.

5.5 Prices are exclusive of value added tax, which VAT the customer shall pay or reimburse to the supplier simultaneously with the purchase price. The purchase price shall be payable by the customer to the supplier in the currency stated on the order,
without deduction or set-off, and free from any exchange.

5.6 The customer has no right to withhold payment for any reason whatsoever. The customer shall not be entitled to set-off any amounts, which may be claimed by the customer from the supplier, against any amounts owing by the customer to the


The risk in and to the goods shall pass to the customer from the moment that it or its transporter signs for the goods which are loaded onto the delivery vehicle, or shall be subject to Incoterms 2000 for goods destined for export.


7.1 Any claims for shortages or damage to the goods must be made in writing by the customer within 7 (seven) days of the goods being received by the customer, failing which the supplier shall be excused from all liability in respect of such claims.

7.2 Any delivery date indicated by the supplier shall not bind the supplier to effect delivery on such date. The customer shall accept delivery when it is tendered and shall not be entitled to resile from the agreement, withhold or defer payment, reduce the
price or be entitled to any other remedy against the supplier on account of delays in effecting delivery.

7.3 The customer shall be liable for all costs occasioned by its failure or refusal to take timeous delivery of the goods from the supplier.

7.4 The signature of any employee of the customer on any official delivery note, invoice, waybill of the supplier or the similar paper of any authorised independent carrier of the supplier shall constitute good and sufficient proof of delivery of the goods to


Notwithstanding delivery of the goods by the supplier to the customer, or the use of the goods after delivery, the goods shall remain the property of the supplier until it has received payment in full of the contract price.