Terms & Conditions

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  1. Definitions

    1. In this Agreement, unless inconsistent with the context, the following terms shall have the meanings assigned to them, namely:
      1. “agreement” shall mean these terms and conditions together with all annexures thereto;
      2. “Company” shall mean Roemer’s Grinding Works (Proprietary) Limited, or its successors;
      3. “Consumer” shall mean a consumer as defined in the Consumer Protection Act, 68 of 2008;
      4. “Customer” shall mean the party, natural or otherwise, who or which, purchases the products from the company under these terms and conditions and includes the customer’s representatives, successors and permitted assigns;
      5. “CPA” shall mean the Consumer Protection Act, 68 of 2008
      6. “Contract” shall mean any contract or agreement arising out of the acceptance of any offer, whether that contract arises out of an offer made by the company and accepted by the customer, or an offer made by the customer and accepted by the company, and includes the terms and conditions of any agreement between the parties regarding manufacture and installation, as applicable, and shall automatically include the terms and conditions contained herein;
      7. “Products” shall mean the products of the company which form the subject matter of the contract;
      8. “Parties” shall mean the company and the customer and their permitted assigns;
      9. “Tolerances” shall mean an allowable discrepancy in design measurements which tolerances can either be less than or more than the design guidelines but which will never exceed:
        1. On length – 0.6 mm
        2. On width – 0.4 mm
        3. On thickness – 0.2 mm
        4. On holes and slots – 0.8mm
        5. On angles – 2 degrees
        6. On outer diameter – 0.4 mm
        7. On inner diameter – 0.4 mm
    2. The headings to the clauses in this agreement have been inserted for convenience only and shall not affect the construction or interpretation thereof.
    3. Should any provision of this agreement be or become invalid or unenforceable, such provision shall not affect the validity of the remainder of this agreement, which shall continue to remain in full force and effect.

  2. General

    1. This agreement sets out the terms and conditions upon which the company shall supply, and install, where applicable, products, forming part of the contract, to the customer. It is agreed that where the customer complies with the definition of consumer, the CPA shall apply. Any customer of the company who is not a consumer for the purposes of the CPA shall not be entitled to the benefits as stipulated in the CPA and/or as contained in this agreement inasmuch as they shall not be applicable to the transaction.
    2. Nothing in this agreement is intended to or should be understood to unlawfully restrict, limit or avoid any rights or obligations, as the case may be, created for either the customer or the company in terms of the CPA.
    3. This agreement contains terms and conditions which may:
      1. Limit the risk or liability of the company or a third party; and/or
      2. Create risk or liability for the customer; and/or
      3. Compel the customer to indemnify the company or a third party; and/or
      4. Serve as an acknowledgement, by the customer, of a fact.
    4. It is agreed that all incidental agreements such as credit agreements, sureties and/or quotations entered into between the parties shall be deemed to be annexures hereto and as such these terms and conditions shall mutatis mutandis apply thereto and vice versa.

  3. Quotations & Orders

    1. Quotations submitted by the company will, unless otherwise stated therein, be capable of acceptance so as to bring into existence a contract, within a period of 7 (seven) business days from the date of the relevant quotation, where after it will be subject to withdrawal and/or alteration by the company.
    2. Any publications distributed by the company are maintained as sources of general information and are not binding in any way.
    3. All prices quoted exclude Value Added Tax, charges for installation of the products, surcharge and delivery, unless otherwise stated therein.
    4. Notwithstanding clause 3.1 above and clause 3.7 below, quoted prices in respect of products may be increased by the company at any time, prior to delivery, in the event of:
      1. A change in the customer’s order in respect of either the quantity, products or their designs;
      2. Where the products are either imported or manufactured from imported material, in the event of an escalation in any importation costs, including without limiting the generality of the afore going, the foreign exchange rate, raw materials and costs of carriage;
      3. Where the products are manufactured locally, in the event of any increase in price of raw materials utilised in the production of the products as set out in the customer’s order.
    5. Where quoted prices specifically include installation charges, such charges may be increased at any time prior to commencement of installation, due to an increase in labour charges, transportation, equipment or insurance costs or due to a revision or variation by the customer of the installation project.
    6. An increase in quoted prices will be communicated to the customer within a reasonable period of time from the time that the company becomes aware of the increase.
    7. All orders received will be processed in accordance with normal business practice, in terms of which acceptance by the company of any order will be subject to authorisation by the company’s financial manager or his / her assignee.
    8. In the event that a customer requires a product whose design does not allow for the tolerances mentioned in 1.1.9, a special quote will be issued and the order shall be dealt with as a special order.

  4. Acceptance of Contract

    1. A contract shall come into existence when the customer provides the company with written notice of its acceptance of any quotation given by the company, within 7 (seven) business days of receipt thereof, or when the company accepts in writing any order for the products placed by the customer.
    2. The customer’s order or acceptance of a quote is binding on the customer and in the event that the customer cancels the order or accepted quote, the company may charge the customer a reasonable cancellation fee. In the event that a deposit has been paid such deposit, or a reasonable portion thereof, may be retained by the company in lieu of the cancellation fee.
    3. Not withstanding what is contained in clause 4.2 (Acceptance of Contract), the customer may not cancel an order or accepted quote where that quote relates to products that the company has been expressly or implicitly required or expected to procure, create or alter specifically to satisfy the customer’s requirements.
    4. The customer acknowledges that it is aware that the company’s sales persons have no authority to vary these terms or conditions of sale and the company assumes no liability and shall not be bound by any statements, warranties or representations made by such sales persons save as expressly stated in writing and signed by a manager or director of the company, duly authorised.
    5. The customer may only cancel a contract if agreed thereto by the company in writing and upon payment of reasonable charges based upon expenses already incurred and commitments made by the company.

  5. Purchase Price & Payment

    1. The purchase price of the products shall be paid to the company in full and without set-off upon presentation of the company’s tax invoice relating thereto. Where the customer is identified, by the company, on the tax invoice as a trade debtor with an active account with the company, the customer shall be obliged to pay for all purchases of the products within 30 (thirty) days of the date of the tax invoice relating thereto, unless otherwise agreed by the company in writing.
    2. Should the customer fail to make any payment on the date upon which payment becomes due, all amounts owing by the customer to the company, from whatsoever cause, whether or not the date for payment has arrived, will immediately become due and payable by the customer. The customer shall furthermore immediately forfeit all discounts of whatsoever nature which may have been expressly granted to it by the company.
    3. Unless otherwise agreed in writing, any amount not paid on the date it becomes due shall bear interest at the maximum permissible rate of interest applicable in law, from due date until date of final payment, both days included.
    4. In the event that a customer is a foreign person and a fluctuation of more than 5% (five percent) occurs in the rate of exchange between the South African Rand and the currency applicable to the foreign customer in any period of 30 (thirty) days, the company shall have the right but not the obligation to increase the purchase price of the products proportional to any such fluctuation, upon 7 (seven) days’ written notice to the customer.
    5. The customer hereby consents to the company:
      1. Obtaining and utilising credit bureau records and information as the company requires for credit, risk and affordability assessments as well as tracing purposes and any other purposes contemplated in terms of applicable law; and
      2. Reporting or releasing any such information to a third party to the extent permitted or required by applicable law.

  6. Delivery

    1. Unless otherwise quoted or agreed in writing, delivery of the products shall be Ex-Works.
    2. The customer acknowledges that delivery dates given in advance are estimated and will be subject to prior orders on file with the company. The company will utilise its best endeavors to ensure that delivery is completed as soon as is reasonably possible after the estimated delivery date.
    3. Notwithstanding clause the company shall not be held liable for failure to perform, or delay in performance, resulting from any cause beyond the company’s control, which shall include but not be limited to fire, labour complications (including but not limited to strike action), transportation difficulties, interruptions in power supply (including but not limited to what may be termed “load shedding” or “black-outs”) and delays in usual sources of supply, major changes in economic conditions, breakdown of machinery or any cause beyond the company’s control, whether caused by negligence or otherwise. The provisions of clause 10.1 (Limitations) below shall apply hereto as if specifically amended.
    4. Risk in and to the products shall pass to the customer upon delivery, regardless of whether or not the company has agreed to effect installation of the products.
    5. Notwithstanding clause 6.4 above, the company shall not, in any circumstances, be liable for any loss or damage to goods, for non- delivery or mis-delivery, to any property delivered to the company for repairs or sharpening notwithstanding the fact that the damage occurred whilst the property was in the possession and under the control of the company unless it can be proved that damage occurred as a result of gross negligence on the part of the company.
    6. The customer shall immediately upon receipt of the products from the company be permitted to inspect the products. The customer shall inform the company of any errors by way of written notice, to be received by the company within 10 (ten) business days of receipt of the products by the customer. Should the customer fail to notify the company of any claim the customer may have in terms hereof within the specified 10 (ten) business day period such failure shall constitute a complete waiver of any such claim.
    7. Any of the products delivered to the customer in error will only be considered for return by the company provided that such products are undamaged, have not been tampered with in any way and are not defaced in any way.
    8. If the customer, due to some fault of its own, cannot accept delivery or should it request the company in writing to suspend or delay delivery of the products, the company reserves the right to claim any additional costs incidental thereto from the customer.

  7. Installation

    1. The company is under no obligation to effect installation of the products at the premises of the customer. In the event that the company agrees, in writing, to effect installation of the products, the following terms and conditions shall apply, unless otherwise agreed in writing;
      1. The company may use any contractor or sub-contractor of its choosing to effect installation;
      2. Any deposit in respect of the installation, which may be requested by the company will, in addition to any other rights which the company may have in law, be forfeited by the customer as liquidated damages in the event of a breach by the customer of any of the terms of the contract;
      3. Any drawings, designs, sketches, photographs and/or other descriptive material shall be deemed to be descriptive only and shall not form part of the contract as to detail;
      4. To the extent applicable, the company shall not commence installation unless the area to which the products will be attached has been prepared according to the specifications of the company. The company shall not be responsible for any delays or additional costs arising out of the failure of the customer to procure that the relevant area complies with the specifications of the company. Any additional costs of alterations, delays and/or penalties relating to inadequate area preparation shall be the sole responsibility of the customer;
      5. The customer shall, free of charge, provide such on-site assistance to the contractors or sub-contractors appointed by the company as may reasonably be required for the performance and execution of the installation, including, but not limited to, the provision of water, power, lighting, toilet facilities and protective cover from adverse weather conditions such as rain and hail;
      6. The company will use its best endeavors to ensure that installation is completed as soon as is reasonably possible after the date on which installation commences, but time for the completion of installation shall only be of the essence if a completion date is agreed in writing with the company. Notwithstanding this, no responsibility will be accepted by the company for delays due to forces beyond its reasonable control; and
      7. The customer indemnifies and holds harmless the company against any and all liability which may arise in the event of death or injury to, or pecuniary loss suffered by, any contractor, sub-contractor or employee of the company in the course and scope of his/her employment in connection with the installation, as a result of the negligence or willful misconduct of the customer, its officers, employees or agents.

  8. Ownership

    1. Notwithstanding prior delivery and the passing of risk, ownership of and title to the products shall remain vested in the company until the purchase price, and any other amounts owing to the company in respect of the products or the installation thereof (if applicable), have been paid in full and without setoff, on which date ownership of the products will be deemed to be transferred to the customer. Until the date of transfer of ownership, the customer shall not do or omit to do anything which may adversely affect the company’s proprietary rights in and to the products. without limiting the generality of the afore going, the customer shall notify its landlord (if applicable) that the products are owned by the company. In addition, the customer agrees that until the date of transfer of ownership, regardless of whether or not such products have been installed, that the products shall at all times remain separately identifiable regardless of whether the products have been installed or not.

  9. Warranties

    1. The company gives only the following warranties in respect of the products;
      1. It has title to the products and has the unencumbered right to manufacture, sell and install the products; and
      2. Unless otherwise agreed in writing, the company will at its sole discretion and at its expense replace or repair any products manufactured and installed by the company, on a carry in basis only, within a reasonable time, if the customer notifies the company in writing of any defects in respect of the products within 6 (six) months from the date of delivery or installation and such products are determined by the company on a good faith inspection thereof, to be defective in respect of materials and/or workmanship. The company will not be liable to compensate the customer for any damages sustained by the customer whilst the products are being repaired, nor shall it be liable for any other damages, including consequential damages, relating to the replacement or repair of the products.
      3. In addition and concurrent to the warranty given in 9.1.2 above, the products are supplied with a 6 (six) month warranty of quality against defects, within the meaning of the CPA.
      4. In addition and concurrent to the warranty given in 1.2 above, all HSS INLAY BLADES shall carry a lifelong warranty against any manufacturing defect. Should the fault be identified as a manufacturing defect, the blade shall be replaced at no cost to the customer.
    2. Notwithstanding the provisions of clause 9.1 above:
      1. Unless the customer has specifically informed the company of the intended use of the product, the company does not warrant that the products purchased by the customer will be fit for the purpose that the customer intends using the products for;
      2. If any defect in the products, or the components of the products, relates to alterations contrary to the instructions or after leaving the control of the company, the company will not be liable for those defects, including in respect of any possible liability in terms of the implied warranty of quality contained in the CPA;
      3. Any warranty provided by the company will cease to apply if any material information provided by the customer, specifically insofar as the intended use of the product is concerned, is incomplete or incorrect or if there is any material change in operating conditions or any misuse, abuse or material neglect of the products by the customer.

  10. Limitations

    1. In addition to any other specific exclusions of liability contained herein and unless otherwise expressly stated herein, the parties agree that the customer shall have no claim against the company for any loss or damage, of any nature, occasioned by any defect in any goods supplied, or any failure to provide adequate instructions in respect of any hazards that might arise from the use or incorrect use of the goods save to the extent that such loss or damage is contemplated in section 61 of the CPA, and provided that nothing in these terms and conditions must be construed as in any way limiting the rights of the company to raise such defenses as may be available to it at common law or in terms of any statute.
    2. Notwithstanding the provisions set out in clauses 9.2.1 (Warranties) and 10.1 above, in the event that the company provides advice regarding the application of the products at the request of the customer, the liability of the company in respect of the non-suitability of the products for the purpose for which they are used will be limited to the selling price of those products.

  11. Default

    1. Should the customer fail to make payment upon due date of any amount due and owing, or commit any other breach of the terms of a contract, the company shall be entitled, at its option without notice and without prejudice to any other right which it may have, including the right to claim damages arising out of the breach or the termination of the contract, to cancel such contract forthwith, and/or to declare all amounts owing by the customer to be immediately due and payable; and/or to suspend the carrying out of any of its then uncompleted obligations until payment is made; and/or to terminate any credit facilities granted to the customer.
    2. No relaxation which the company may have permitted on any occasion in regard to the carrying out of the customer’s obligations shall prejudice or be regarded as a waiver of the company’s rights to enforce those obligations on any subsequent occasion.

  12. Assignment

    1. The customer may not actually or purportedly cede, assign or otherwise alienate any rights or obligations which it may have in terms hereof or in terms of any contract with the company, without the company’s written consent, which consent will not be unreasonably withheld.

  13. Notices & Domicilium

    1. The parties choose as their domicilia citandi et executandi for all purposes under this agreement, whether in respect of court process, notices or other documents or communications of whatsoever nature (including the exercise of any option), the address as contained in the Client Information Sheet or Credit Application, as the case may be.
    2. Subject to clause 13.3 below, any notice or communication required or permitted to be given in terms of this agreement shall be valid and effective only if in writing but it shall be competent to give notice by telefax and/or email.
    3. Either party may by notice to the other party change the physical address chosen as its domicilium citandi et executandi to another physical address where postal delivery occurs in the Republic of South Africa or its postal address or its telefax number, provided that the change shall become effective on the 14th (fourteenth) business day from the deemed receipt of the notice by the other party.
    4. Any notice to a party
      1. Sent by prepaid registered post (by airmail if appropriate) in a correctly addressed envelope to it at an address chosen as its domicilium citandi et executandi to which post is delivered shall be deemed to have been received on the 14th (fourteenth) business day after posting (unless the contrary is proved); or
      2. Delivered by hand to a responsible person during ordinary business hours at the physical address chosen as its domicilium citandi et executandi shall be deemed to have been received on the day of delivery; and
      3. Sent by telefax and / or email to its chosen telefax number or email address as contained in the Client Information Sheet or Credit Application, as the case may be, shall be deemed to have been received on the date of dispatch or in the case of an email once a read receipt has been received (unless the contrary is proved).
    5. Notwithstanding anything to the contrary herein contained a written notice or communication actually received by a party shall be an adequate written notice or communication to it notwithstanding that it was not sent to or delivered at its chosen domicilium citandi et executandi.

  14. Governing Law & Jurisdiction

    1. This agreement and any contract shall be subject to the laws of the Republic of South Africa.
    2. In terms of Section 45 of the Magistrates Court Act of 1944, as amended, the customer hereby consents to the jurisdiction of the Magistrates Court having jurisdiction in terms of section 28 of the said act in respect of any action to be instituted against the customer by the company in terms of the contract. It shall nevertheless be entirely within the discretion of the company as to whether to proceed against the customer in such Magistrates Court or any other court having jurisdiction.
    3. In the event of the customer committing any breach of the contract or in the event of the company being required to take any legal action, the customer agrees and undertakes to pay the company’s legal costs as between attorney and own client including collection commission, tracing fees, valuation charges, transport costs and other expenses in connection therewith.

  15. Suretyship

    1. In the event that the customer is a juristic person, the signatory to this contract hereby unconditionally and irrevocably binds himself/herself to the company as surety for and co-principal debtor of the customer in respect of any and all of the customer’s duties and obligations under this contract, and renounces the benefit of the legal exceptions of exclusion and division, non-indebtedness, error in calculation and revision of accounts, the force and effect of which he/she acknowledges himself/herself to be fully acquainted with.

  16. Whole Agreement, No Amendment

    1. This agreement constitutes the whole agreement between the parties relating to the subject matter hereof.
    2. No amendment or consensual cancellation of this agreement or any provision or term hereof or of any agreement, bill of exchange or other document issued or executed pursuant to or in terms of this agreement and no settlement of any disputes arising under this agreement and no extension of time, waiver or relaxation or suspension of or agreement not to enforce or to suspend or postpone the enforcement of any of the provisions or terms of this agreement or of any agreement, bill of exchange or other document issued pursuant to or in terms of this agreement shall be binding unless recorded in a written document signed by the parties (or in the case of an extension of time, waiver or relaxation or suspension, signed by the party granting such extension, waiver or relaxation). Any such extension, waiver or relaxation or suspension which is so given or made shall be strictly construed as relating strictly to the matter in respect whereof it was made or given.
    3. No extension of time or waiver or relaxation of any of the provisions or terms of this agreement or any agreement, bill of exchange or other document issued or executed pursuant to or in terms of this agreement, shall operate as an estoppal against any party in respect of its rights under this agreement, nor shall it operate so as to preclude such party thereafter from exercising its rights strictly in accordance with this agreement.
    4. To the extent permissible by law no party shall be bound by any express or implied term, representation, warranty, promise or the like not recorded herein, whether it induced the contract and/or whether it was negligent or not.

  17. Severability

    1. Any provision in this agreement which is or may become illegal, invalid or unenforceable in any jurisdiction affected by this agreement shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability and shall be treated pro non scripto and severed from the balance of this agreement.

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