THE DENTAL WAREHOUSE (Pty) LTD

STANDARD TERMS AND CONDITIONS OF SALE

PLEASE NOTE: If you are an individual or a company, CC, partnership, trust or other association of persons which has a gross annual turnover or gross asset value of LESS THAN R2 MILLION, you have the rights set out in the Consumer Protection Act, 2008 and the following provisions of these Standard Terms and Conditions of Sale (“STC’s”) may not apply to you:

    • clause 7 to the extent that it provides that the Dental Warehouse need not deliver the goods to you on an agreed delivery date and that you may not cancel an order as a result of a delay in delivery;
    • clause 9 unless the goods which you have ordered were made to your specific requirements;
    • clause 10 to the extent that it may be interpreted to provide that you assume all risk relating to defective goods supplied by the Dental Warehouse;
    • clause 16 & 19 to the extent that such indemnity or limitation of liability relates to claims for death, injury, illness, damage to property and associated economic loss suffered as a result of the supply of defective goods by the Dental Warehouse;
    • clause 22 to the extent that it requires you to consent to a predetermined value of costs of enforcing the STC’s; and
    • any other clause which may be declared to be excessively one sided in the Dental Warehouse’s favour and unfair under the circumstances.

    PLEASE MAKE SURE THAT YOU UNDERSTAND AND AGREE TO THE PROVISIONS OF THESE STC’S AND IN PARTICULAR, THE PROVISIONS WHICH HAVE BEEN SPECIFICALLY DRAWN TO YOUR ATTENTION.

 

  1. All goods which you buy from the Dental Warehouse (Pty) Ltd (“the Dental Warehouse”, “we” or “us”) are sold to you in accordance with these STC’s. By ordering goods from us, you are deemed to have accepted, and agreed to be bound by, these STC’s.
  2. To order goods from us, you must send us a written order specifying the goods you require. You may place your order by email or fax or through our website portal at www.dentalwarehouse.co.za. We are not bound by your order until we have either accepted your order in writing, accepted a deposit or full payment for the goods, or delivered the goods to you. Once we have accepted your order, you may not cancel your order without our written consent.
  3. Unless we agree otherwise with you in writing, the price of the goods which you order will be the price of those goods on our price list at the time when we deliver the goods to you (excluding any delivery charges, if applicable). The list price of the goods may exclude VAT, which you must pay to us at the applicable rate.
  4. We will provide you with an original tax invoice and statement for the amount which you owe us for the goods.
  5. Payment of the amount on our statement must be made in full within 60 days after the date of the statement. We do not accept any risk relating to payments. If payment is made by cheque or electronic funds transfer, it is your responsibility to ensure that we receive the payment. Your liability to us will only be discharged when we receive as freely available funds in our bank account the full amount due.
  6. A trade discount of 2.5% may be applied to goods subject to discount should you pay the amount of our statement in full before the 25th day of the calendar month following the date on which the goods are delivered to you.
  7. I We agree to pay interest on all overdue accounts at the rate of 2% per month as allowed in terms of the National Credit Act from date of statement. I/We also agree that a certificate issued by a director of your company, or MC van Dyk and Associates setting out the applicable rate and amount of interest, as also verifying any amounts owing by me/us, shall be good and sufficient proof of the content thereof for all purposes, including any application for judgement or summary judgement in any competent court or in respect of any collection charges by our appointed representative If we (or our agent) deliver the goods to you at the delivery address specified in your order, delivery takes place when you begin unloading the goods at such delivery address. You will be liable for any applicable delivery charges. If you (or your agent) collect the goods from our premises, delivery takes place when you begin loading the goods on collection at our premises. Although we will try to deliver the goods to you by the delivery date requested in your order, we are not bound to do so. We are not liable for any loss or damages of any nature which you may suffer as a result of any delay in the delivery of the goods which you have ordered. You may not cancel an order as a result of any delivery delay. We may deliver the goods to you in more than one instalment.
  8. A delivery note which is signed by you, or on your behalf, is proof that the goods have been delivered to, and received by you in good condition.
  9. If you fail or refuse to accept delivery of the goods which you have ordered, the Dental Warehouse may claim from you as damages, payment of the price of the goods which you have not accepted. You agree to indemnify the Dental Warehouse for any loss or damages which the Dental Warehouse may suffer as a result of your failure or refusal to accept delivery of the goods.
  10. All risk in, and to, the goods will pass to you on delivery of the goods to you in accordance with these STC’s. We retain ownership of all the goods which we supply to you until we receive, as freely available funds in our bank account, full payment for those goods, including any delivery or other applicable charges.
  11. CESSION OF CLAIMS: You may sell the goods which you have received from the Dental Warehouse before you have paid the Dental Warehouse for those goods. You hereby cede to the Dental Warehouse as security for payment of
  12. the goods which you have purchased or may in the future purchase from the Dental Warehouse, your right to claim payment (“Claims”) of any amount from any third party.
  13. If you have already ceded the Claims to a third party, if at any time, the rights to those Claims revert from the third party back to you, this cession will immediately apply to the rights in respect of the Claims which have reverted to you.
  14. You agree that the Dental Warehouse may at any time notify any third party of this cession and request the third party to pay all amounts directly to the Dental Warehouse if you fail to make payment of any amount which you may owe to the Dental Warehouse in accordance with these STC’s. The Dental Warehouse may also require you to collect payment of any amounts owing by third parties on the Dental Warehouse’s behalf. You agree to give the Dental Warehouse access to your books and records for the purpose of this cession.
  15. A certificate signed by any director of the Dental Warehouse (whose appointment need not be proved) shall be proof until proven otherwise, of any amounts which you owe to us and the fact that such amounts are due, owing and payable.
  16. You will not have any claim against us for a shortage in the quantity of, or defect in, the goods delivered to you unless you contact us and notify us of the shortage or defect before you sign any delivery note in respect of the goods. We are not liable for any defects of any nature in any goods which you have adapted, changed, used or consumed in any way, or which are sold to you as substandard, rejects or seconds. You may not withhold payment in respect of any goods which you claim are defective.
  17. INDEMNITY: You indemnify us against any claims made against us by any third party arising out of, or in connection with, any goods which we supply to you, and the use of those goods, to the extent that any such claim arises out of:
    • your breach of these STC’s;
    • any grossly negligent or intentional act or omission by you or your directors, officers, members, employees, agents or subcontractors;
    • if applicable, your failure to provide a purchaser of the goods with the relevant instructions for using the goods, which instructions we have supplied to you;
    • your failure to comply with the relevant instructions for using the goods, which instructions we have supplied to you; or
    • if applicable, your use or sale of any goods which you knew, or ought reasonably to have known, were defective at the time when you used or sold them.
  18. BREACH: We may suspend any delivery of goods to you, cancel any order and/or stop granting you credit and claim payment of all amounts which you owe to us, if:
    • you fail to pay any amount which you owe to us by the due date for payment;
    • you are subject to business rescue proceedings as contemplated in section 129 of the Companies Act, 2008;
    • you take steps to place yourself, or are placed in sequestration or liquidation, whether voluntary or compulsory and whether provisionally or finally;
    • you commit any act of insolvency listed in section 8 of the Insolvency Act, 24 of 1936, or what would be an act of insolvency if committed by a natural person;
    • you fail to notify us in writing within 7 days after any change in ownership of your business, or change in shareholding or members’ interest which constitutes a change in the majority shareholder or member; or
    • any material information which you give to us in any application for credit is incorrect, or you fail to disclose all of the required information.
  19. NO LIABILITY: We are not liable to you for any consequential, special or indirect damages which you may suffer in any way arising from, or in connection with, these STC’s or the goods which we supply to you. Any other claim which you may have against us arising in any way from, or in connection with, the goods supplied, is limited to the cost of replacing those goods or refunding you the price which you paid for them.
  20. GENERAL: These STC’s constitute the whole agreement between the parties containing all of the express provisions agreed on by the parties with regard to the subject matter hereof.
  21. No variation, addition to, deletion from or cancelling of these STC’s (including this clause) and no waiver of any right under these STC’s shall be effective unless in writing and signed by or on behalf of both parties.
  22. NO CESSION: You may not without the Dental Warehouse’s prior written consent, cede, assign or otherwise transfer any of your rights or obligations in terms of these STC’s to a third party. The Dental Warehouse may at any time, cede assign or subcontract any of its rights and/or obligations in terms of these STC’s to any third party.
  23. LEGAL COSTS: If you breach these STC’s, whether or not we institute legal action against you, you undertake to pay, on demand, all legal costs which we incur in attempting to recover any late payment from you, on an attorney and own client scale.
  24. JURISDICTION: You consent to the jurisdiction of the Magistrate’s Court in respect of any action arising out of these STC’s or the goods which are supplied to you.
  25. ADDRESSES FOR NOTICES: Unless the parties agree otherwise in writing, all notices and documents must be delivered by hand, electronic mail or fax to you at your physical, fax or email address set out in your credit application form (if applicable) or otherwise selected by you on written notice to the Dental Warehouse, and to the Dental Warehouse at its physical, fax or email address set out on the first page of the credit application. Any notice or communication shall if delivered by hand during business hours at that party’s selected physical address, be deemed to have been received on the date of delivery, or if faxed to a party’s selected fax number or emailed to the selected email address, be deemed to have been received on the first business day following the date of transmission.