Terms and Conditions of Sale of Goods of Lardiere Fine Foods Pty Ltd (Lardiere)

 

  1. In these conditions “goods” means goods, products and services indicated on any Lardiere form, price list, quotation, delivery note, order or invoice, including the documents of Lardiere’s transport agents.
  2. All goods are sold in accordance with these terms and conditions. No variation from these conditions and no contrary stipulation by the customer shall be valid unless specifically accepted by Lardiere in writing.
  3. These conditions take precedence over any other terms and conditions which may be contained in any Lardiere forms, price lists, quotations, delivery notes, orders or invoices including the documentation of any of Lardiere’s agents.
  4. Lardiere’s price list shall be considered a guide by the customer and Lardiere has the right to change the price of its goods without reflecting such change on any price list.
  5. Payment is to be made 30 days from statement.
  6. Where the customer uses electronic or similar service to effect payment, such service shall be deemed to be the agent of the customer.
  7. Should any amount not be paid by the customer on due date the whole amount in respect of all purchases shall become immediately due and payable irrespective of when the goods were purchased and the customer shall be liable to pay interest at prime interest rate of Lardiere’s bankers from due date to date of payment in full.
  8. The customer shall not be entitled to set off any amounts allegedly due to the customer by Lardiere from any payment due by the customer to Lardiere for goods supplied.
  9. Lardiere may in its sole discretion, appropriate payments by the customer to such accounts as it may decide.
  10. Lardiere shall have the right to suspend deliveries and remove goods as per clause  16 if any amount due by the customer is unpaid.
  11. The customer acknowledges that it is aware of fraudulent activities perpetrated whereby a change of banking details is advised on Lardiere’s letterhead or by other means. The customer agrees that any payment made to any other bank account shall not constitute a valid discharge of the customer’s obligation to make such payment. The customer is obliged to notify Lardiere of any receipt by it of a notification of change of banking details and shall only give effect to payment if confirmed by a director of Lardiere telephonically, via email or in writing. Any loss suffered by the customer due to an error on its part in complying with this clause shall be borne by the customer.
  12. Orders by the customer for Lardiere’s goods shall be made via email to the address as may be nominated by Lardiere from time to time.
  13. Orders shall constitute irrevocable offers to purchase the goods in question from Lardiere and shall be capable of acceptance by Lardiere by delivery of the goods or the acceptance or confirmation via email of the order by Lardiere.
  14. Should Lardiere transport the goods to the customer, delivery and passing of risk shall be deemed to have taken place when the goods are loaded on to the transport vehicle. The signature of any employee of the customer on Lardiere’s invoice or delivery note shall be prima facie evidence of proper delivery of the goods.
  15. While every effort will be made to dispatch and deliver the goods as advised, Lardiere does not guarantee such dispatch or delivery on a specified date and shall not be liable for any damages for failure to dispatch or deliver timeously for any reason beyond the reasonable control of Lardiere including but not limited to inability to secure transport, labour, power, material, equipment, or supplies or by any reason of an act of God, war, civil disturbance, riot, state of emergency, strike, lockout, or other labour dispute, fire, flood, drought, or legislation.
  16. Where Lardiere at the request of the customer agrees to use a carrier to transport the goods to the customer, such carrier shall be deemed the agent of the customer and Lardiere shall engage the carrier on such terms and conditions as it deems fit. The customer indemnifies Lardiere against all demands and claims made against it  by the carrier and against any liability Lardiere may incur to the carrier arising out of the transportation of the goods.
  17. The customer shall be barred from lodging any claim in respect of discrepancies between goods charged and goods delivered unless the customer notes on the delivery note or invoice the nature of the discrepancy.
  18. Notwithstanding that all risk in the goods sold by Lardiere to the customer shall pass on delivery, ownership in all goods sold and delivered shall remain in Lardiere until the full purchase price has been paid. In the event of a breach of these terms and conditions by the customer, or if the customer is placed under liquidation or judicial management or commits an act of insolvency or enters into any compromise with its creditors or fails to satisfy a judgement granted against it within 7 (seven) days of the date of judgement or changes the structure of its ownership, Lardiere shall be entitled to take possession of the goods without prejudice to any other rights vested in it, and is hereby irrevocably authorised to enter the customer’s premises to retake possession of such goods.
  19. The customer agrees to be liable to Lardiere for the cost incurred by Lardiere in respect of the removal of its goods from the customer’s premises in the circumstances in clause 16.
  20. The customer indemnifies Lardiere for any loss the customer may suffer due to the removal of the goods from its premises in the circumstances in clause 16.
  21. These terms and conditions are governed by the laws of the Republic of South Africa.
  22. Lardiere may institute any legal action arising from these terms and conditions out of the Magistrate’s Court and all costs incurred against the customer including costs on an attorney/client scale, collection commission and tracing agent’s fees will be paid by the customer.
  23. A certificate issued and signed by a director, whose authority need not be proved, in respect of any indebtedness of the customer to Lardiere or in respect of any other fact, including the fact that such goods were sold and delivered, shall be prima facie evidence of the customer’s indebtedness to Lardiere, of such fact and of the delivery of the goods.
  24. The customer choses as its domicilium citandi et executandi the physical address given on the Customer Information Sheet for all purposes in terms of this agreement, whether in respect of serving any court process, notices, or communication of whatsoever nature.
  25. Goods sold by Lardiere are not returnable save at its option and then the following shall apply:
    1. the goods must be complete, saleable, unexpired, undamaged and in the original packaging:
    2. the value of the credit for the goods returned will be at the invoice value when the goods were purchased less 10% handling charges;
    3. Lardiere must be notified as soon as possible after delivery of the goods to be returned and the relevant invoice number before any claim is considered;
    4. the goods will be returned at the customer’s expense and the risk in the goods will remain with the customer until Lardiere receives the goods.
  26. To the extent permitted in law, Lardiere shall be exempted from and shall in no way be liable for any loss direct or indirect or damages of any nature, including without limitation, consequential loss or any loss of profit which the company may suffer as a result of any breach by Lardiere of any of its obligations or arising out of the use of the goods except where such loss is attributable to gross negligence on the part of Lardiere.
  27. To the extent permitted by law Lardiere shall have no liability in respect of any claim
    1. based on defective goods where such defect arose directly or indirectly from the customer failing to comply with generally accepted storage conditions or Lardiere’s specific instructions for the storage of the goods where applicable or where such defect is directly attributable to the negligence of the customer;
    2. based on defective goods unless the customer forthwith notifies Lardiere in writing of such defects on delivery;
    3. in respect of any goods in circumstances where the outer packaging thereof has been altered or broken by the customer;
  28. To the extent permitted by law, the customer hereby indemnifies Lardiere against all claims of whatever nature which may be made against Lardiere by any third party arising out of the use of the goods sold by Lardiere to the customer unless such claim arises out of the gross negligence of Lardiere.
  29. The customer understands that the personal information given herein is to be used by Lardiere for the purposes of assessing credit worthiness. The customer confirms that the information given by it is accurate and complete. The customer further agrees to update the information supplied as and when necessary to ensure the accuracy and completeness thereof failing which Lardiere will not be liable for any inaccuracies.
  30. Lardiere has the consent at all times to contact and request information from any person, business or credit bureau regarding amounts purchased by the customer per month, length of time the customer has dealt with the person or business, type of goods purchased by the customer and the manner and time of payment for the goods by the customer.
  31. The customer agrees and understands that information given in confidence to Lardiere by a third party on the customer will not be disclosed to the customer.
  32. The customer hereby consents to and authorizes Lardiere at all times to furnish credit information concerning the customer’s dealings with Lardiere to a credit bureau and to any third party seeking trade references regarding the customer in its dealings with Lardiere.
  33. Lardiere hereby reserves its rights to request further information from the customer from time to time.
  34. Any condonation of any breach of any of the provisions hereof or other act or relaxation, indulgence or grace on the part of Lardiere shall not in any way operate as or be deemed to be a waiver by Lardiere of any rights hereunder or to be construed as a novation thereof.