PLEASE READ THESE TERMS CAREFULLY.
The supply of all goods by Auto Alpina Boksburg to its customers are made upon the terms of this agreement as follows.
For the purpose of this document the following expressions shall have the meaning assigned to them below:
'Auto Alpina Boksburg' means ...and all subsidiary or associated companies.
'Customer' shall mean the individual, company or juristic entity in whose name the order is placed or made out to.
'Goods' shall mean the items ordered by customer as described on any final purchase order.
'Writing' includes fax transmission, electronic mail and comparable means of communication.
Interpretation and Application
- These terms and conditions supersede all terms and conditions binding between the parties, including those appearing in any of Auto Alpina Boksburg's product catalogues or other documents.
- Each purchase order constitutes a separate agreement of sale. All purchase orders are made upon these terms and conditions, and no additional, or alternative, terms or conditions will apply to a purchase order unless agreed to in writing.
- Headings are inserted for reference purposes only and do not bear upon the interpretation of any clause.
- The provisions of this agreement shall be binding upon the successors-in-title and the permitted assigns of the parties. Accordingly, the rights and obligations of each party pursuant to this agreement shall devolve upon and bind the parties' personal representatives, successors-in-title and permitted assigns.
- Any reference to words relating to the singular shall mean and include the plural, and vice versa, where the context permits or desires, and any words relating to natural persons shall mean and include associations or persons having corporate status by Statute or common law, and close corporations, and vice versa where the context permits or desires.
- Auto Alpina Boksburg is a trade supplier.
- All purchases of Auto Alpina Boksburg goods are for the customer's business purposes and any on-selling of the goods to a retailer or end user shall constitute a separate and divisible sale transaction.
- Nothing in this agreement shall take effect nor be construed so as to create any partnership and (save where expressly provided in this agreement) any agency between the parties.
- The customer shall have no right or power to bind or enter into any obligations binding Auto Alpina Boksburg.
Specification of Goods
- Prior to placing an order, the customer shall make proper and sufficient enquiries and determinations and satisfy themselves to the nature, quality, quantity, suitability and all other pertinent information pertaining to the intended purchase.
- All goods are intended for fair use and wear and tear, and it is not contemplated that the goods be used in any unusual or extreme conditions or circumstances.
- The customer shall make sufficient enquiries and satisfy themselves of the specifications pertaining to any intended order, including but not limited to sizes, fabric type, fabric quality, the “hand feel” of the fabric, garment or product design, trims, stitching, materials, and general quality of the product.
- Goods may bear the specifications contained in the Auto Alpina Boksburg hardcopy or online catalogues (published and/or amended from time to time).Descriptions and specifications are however subject to confirmation by Auto Alpina Boksburg, and may be changed without notice. All sizes are approximate "to fit" sizes and are given for general guidance only. Colours, shades, materials and sizes may vary to a minor extent from those contained in price lists, catalogues or samples.
- Variations to design and product specifications on the goods shall be deemed to be accepted by the customer upon acceptance of delivery of the goods.
Customised and Unique Goods
- Auto Alpina Boksburg offers certain customisation services to its goods, including embroidery, branding, alterations and amendment of design specifications. The customer shall approve and sign-off all customisations prior to production.
- No customisation will be done unless approved or signed-off by the customer. Auto Alpina Boksburg may require upfront payment prior to engaging in any customisation service.
- The customer shall ensure that any artwork, graphics or customisation details and requirements (even when not supplied by the customer) are accurate and satisfactory prior to the customisation being effected.
- Notwithstanding anything contained to the contrary in this agreement, the offer, acceptance and completed sale - in respect of customised goods- shall occur upon confirmation of the customisation service/s and production thereof. Once an order has been approved by Auto Alpina Boksburg, no further changes to the order shall be permitted or done.
- Prices charged by Auto Alpina Boksburg on “trade only” prices and do not reflect a suggested retail or selling price.
- Prices are “ex-works” and are exclusive of delivery charges, insurance, value added tax, levy or any other tax or impost.
- Prices on any final pro-forma invoice may vary from the unit price which may appear in a catalogue or interim quotation - inline and depending on purchase quantities, stock availability and other purchase order amendments and commercial factors.
- Prices may be revised or amended at any time without prior notice prior to Auto Alpina Boksburg's acceptance of any order.
Ordering of Goods
- The Customer shall make themselves aware and abide by the Auto Alpina Boksburg product ordering procedure, as may be amended and advised to them from time to time, and shall make appropriate and sufficient enquiries and determinations of the design, specifications and quality of goods prior to initiating a purchase order.
- Orders can be initiated through the online website ordering process, or by emailing or phoning the Auto Alpina Boksburg Sales Department. Telephone calls may be recorded.
- Confirmation and details of the purchase order details shall reflect on the specific online customer profile.
- The purchase order shall be sent to the dispatch department for picking and packing.
- The customer shall ensure that the details are set out in any confirmation are accurate and in accordance with the customer's requirements. Any amendments or cancellation of purchase orders prior to delivery must be communicated to Auto Alpina Boksburg. The amended purchase order confirmation will appear on the customer's online profile. Any applicable restocking fee shall apply as per 12.2.
- A purchase order confirmation may contain further terms of sale, including terms of payment, quantities and payment deposits.
- A purchase order may be cancelled by Auto Alpina Boksburg if the customer if any previous invoices are overdue or the customer is in default of this agreement.
- Auto Alpina Boksburg reserves the right to refuse to accept the return of goods ordered in error or are no longer required. Auto Alpina Boksburg's acceptance of return may be made at their discretion and as a gesture of goodwill.
- All purchases are regarded as cash on delivery, payable against invoice, unless otherwise agreed to in writing.
- Auto Alpina Boksburg may however extend payment terms to certain pre-approved customers. Application and approval must be obtained in writing, setting the payment terms and conditions.
- In respect of COD customers - payment must be made by means of EFT transfer, in accordance with any payment conditions, and within 24 hours of the date of notified delivery or dispatch. Delivery may not be effected until until payment has been made.
- In respect of orders less than R2500 (or such other amount as Auto Alpina Boksburg may determine) payment may be effected in a manner as directed from time to time.
- "Delivery" is defined in this agreement as either the collection of the goods by the customer (or their agent) from Auto Alpina Boksburg's premises, or the delivery of the goods to the customer's nominated address.
- Collection shall be made within two working days after notification to the customer. Collection times are between 8am and 5pm on work days.
- Delivery dates are approximate only. Time for delivery shall not be of the essence.
- Auto Alpina Boksburg does not give any warranty as to the time or speed of the preparation and/or packaging of any purchase order. Auto Alpina Boksburg shall however use its best efforts to expedite preparation of all orders bearing in mind:
- the quality of the goods ordered;
- the complexity and differentiation of the orders; and
(iii) any customisation to the goods.
- The goods may be delivered or offered for collection by Auto Alpina Boksburg in advance of the quoted date.
- Auto Alpina Boksburg reserves the right to split the packaging, or delivery, of any purchase order in different tranches.
- The customer shall at their own expense make proper provision for the transport and/or collection.
- Acceptance of delivery (including collections) shall be evidenced by the customer (or its agents - including employees or representatives) signing the invoice, purchase order or waybill.
- If for any reason the customer is unable to accept delivery of the goods when tendered by Auto Alpina Boksburg, then the goods may be stored by Auto Alpina Boksburg (subject to adequate storage space, and for a maximum of 14 days) until delivered and the customer shall be liable for the storage costs. This provision shall be in addition to and not in substitution of any other payment for which customer may become liable in respect of the failure to take delivery at the appropriate date.
- If incorrect or damaged goods are delivered the customer must notify Auto Alpina Boksburg within three business days of delivery providing full details of the alleged damaged or incorrect goods.
- Returns of such damaged or incorrect goods (notified to Auto Alpina Boksburg in writing within the relevant time period) will give the customer the option of replacement of goods. Replacements claimed outside of the relevant time period will be at Auto Alpina Boksburg's discretion.
- The customer shall notify Auto Alpina Boksburg in writing of any irregularities, including short-delivery within three working days of the delivery, and of non-delivery within three working days of the date upon which delivery was scheduled to take place.
- Notwithstanding anything contained to the contrary, no customer shall be permitted to return any goods without Auto Alpina Boksburg's consent, except in accordance with this paragraph 12.
- The customer may cancel a purchase order prior to collection or delivery, subject to the payment of a handling fee of 10% of the amount purchase order cancelled.
- The customer may cancel a purchase order and return the purchase goods after delivery, subject to the payment of a handling and restocking fee of 20% of the purchase price of the goods so returned. Auto Alpina Boksburg extends this as a gesture of goodwill and without admission of any legal obligation to accept the return of purchased goods, after collection or delivery.
- The return of goods shall apply only to goods that have not been made to order, customised or personalised in any way, have not been worn, or altered, are still in the original packaging and are otherwise fit to be returned to stock.
- If faulty or defective goods are returned to Auto Alpina Boksburg for replacement. Complaint regarding faulty delivered goods must be made in writing to Auto Alpina Boksburg within five days of delivery failing which the goods shall be deemed to be free of any deficiency or defect. Auto Alpina Boksburg reserve the right to credit or refund the purchase price in lieu of replacement.
- Subject to the customer abiding and complying with the terms of paragraph 4 of this agreement, goods are sold subject to a limited six month warranty against defects in workmanship and materials, as the result of normal use.
- Auto Alpina Boksburg offers no warranty and shall be bear no liability in respect of any defect or damage arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, misuse or alteration of the goods, or unintended or unreasonable use.
- Auto Alpina Boksburg offers no warranty and is not liable for any damage arising from rips, tears, abrasion, UV degradation, misuse or neglect, it being recorded that fabrics deteriorate and fade over time and moving parts wear out, and that goods may suffer from differing degrees of wear-and-tear, depending upon the user.
- warranty claims shall be notified by the customer to Auto Alpina Boksburg within seven business days from the date of delivery or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery of the defect.
- Auto Alpina Boksburg may elect to replace or repair the goods free of charge or refund the purchase price of the returned warranted goods, whereafter Auto Alpina Boksburg shall have no further liability to customer.
- Refunds shall be paid within 30 days of the return of the warrantyd goods.
- The warranty is available only to the customer and is not transferable.
- Save as expressly provided herein, Auto Alpina Boksburg makes no warranties and there are no conditions of this agreement that the goods are fit for their purpose or of merchantable quality.
- The customer shall make themselves and procure, that any third party purchaser or end user is aware of the tenor of paragraph 4 of this agreement, and to comply with design quality and care specifications as may appear on swing tags of certain goods.
- The limited warranty is in lieu of any other express warranty.
- No agent, employee or representative of Auto Alpina Boksburg has any authority to bind, affirm, represent Auto Alpina Boksburg or offer or make any warranty except as stated herein.
- In the event that any provision of this agreement conflicts with any statute, ruling or order of any governmental or regulatory body from time to time - which imposes any duty, liability, obligation on either of the parties, or impacts on any provision of this agreement, then such provision shall be superseded and controlled by the statute, ruling or order.
- Save as provided for in paragraph 13 above, all warranties representations guarantees conditions and other terms which could be implied into a purchase and sale by law are hereby excluded.
- Auto Alpina Boksburg shall in no manner be liable for any consequential, incidental damages, loss of profits, personal injury or damage to property or for any loss to customer arising from third party claims occasioned, caused or arising from the sale of the goods or by delay in delivery or otherwise arising or caused.
- In the event that Auto Alpina Boksburg is liable to the Customer for damages, such claim shall be limited to the invoice value (ex-VAT) of the purchased goods giving rise to such claim.
Risk and Ownership
- Auto Alpina Boksburg shall retain ownership of all goods until the purchase price has been paid in full, and until such time, the customer shall
- maintain the goods in their delivered condition
- not destroy, deface or obscure any identifying mark or packaging on or relating to the goods and
- store the goods separately as agent, so that they remain readily identifiable as Auto Alpina Boksburg property (at no cost to Auto Alpina Boksburg).
- Risk in the goods (including their loss or destruction) will pass to the customer upon collection or delivery.
- If the customer directs or agrees that the goods be delivered or given into the possession of a third party, then such party shall be deemed to be acting as the customers agent in acceptance of delivery, and the terms of this agreement shall apply.
- In the event that payment is not made on due date, then notwithstanding any other rights or remedies available to Auto Alpina Boksburg in protection of their rights, they may request the return of all or part of such goods, without incurring any liability to the customer, and failing such return, Auto Alpina Boksburg shall be entitled, and permitted to enter the premises where the goods are being stored to remove same - to which the customer hereby consents and agrees.
Auto Alpina Boksburg will not be deemed to be in breach of the fulfilment of any purchase order if unable to comply with any contractual obligation because of any event or circumstance beyond their control and in any such event or circumstance Auto Alpina Boksburg will be entitled to extend the time for complying with their obligations under a purchase order by a reasonable time and (if still not able to comply with the obligations after such reasonable extension) Auto Alpina Boksburg may thereafter terminate the purchase order in question by written notice to the customer.
Intellectual Property Rights
- All copyright, trademarks, patents and other industrial or intellectual property rights relating to, displayed on or incorporated in, any written or printed material, brochure or Auto Alpina Boksburg goods may not be reproduced, used or exploited in any manner whatsoever.
- The customer hereby indemnifies Auto Alpina Boksburg from and against all costs claims and liabilities suffered or incurred as a result of the customer using reproducing or exploiting any such industrial or intellectual property rights without the consent of the proprietor.
Patent or Trade Mark Infringement in Respect of Customised Goods
- The customer hereby indemnifies Auto Alpina Boksburg against all damages penalties costs and expenses to which Auto Alpina Boksburg may become liable, if any work done in accordance with customer's specification involves an infringement of a registered design, patent trade mark trade name, or other right.
- The customer undertakes and warrants that any design or instructions furnished or given shall cause Auto Alpina Boksburg to act unlawfully, including the infringement of any patent, registered designs, trade mark or trade name in the performance of any customisation service.
The customer shall and undertakes to keep all price lists, and other information identified by Auto Alpina Boksburg as being secret and confidential.
Should either party commit a material breach of this agreement and fail to remedy such breach within 14 (fourteen) days of written notice requiring the breach to be remedied, then the party giving the notice will be entitled, at its option, either to cancel this agreement and claim damages or to claim specific performance of all the defaulting party's obligations, together with damages, if any, whether or not such obligations have fallen due for performance.
The parties choose as their domicilia citandi et executandi their respective addresses as set out in their online profile for all purposes arising out of or in connection with this agreement at which addresses all processes and notices arising out of or in connection with this agreement, its breach or termination may validly be served upon or delivered.
- This agreement constitutes the whole of the agreement between the parties relating to the subject matter thereof, and no amendment, alteration, addition, variation or consensual cancellation will be of any force or effect unless reduced to writing and signed by the parties.
- Each and every provision of this agreement shall be deemed to be separate and severable from the remaining provisions of this agreement. If any of the provisions of this agreement is found by any court of competent jurisdiction to be invalid and/or unenforceable then, notwithstanding such invalidity and/or unenforceability, the remaining provisions of this agreement shall be and remain of full force and effect.
- No other terms or conditions, whether oral or written, and whether express or implied, apply. Neither party shall be bound by any express or implied term, representation, warranty, promise or the like not recorded herein.
- No waiver of any of the terms and conditions of this agreement will be binding for any purpose unless expressed in writing and signed by the party giving the same, and any such waiver will be effective only in the specific instance and for the purpose given.
- No failure or delay on the part of either party in exercising any right, power or privilege will operate as a waiver, nor will any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power or privilege.
- This agreement shall be governed in accordance with the laws of South Africa.