1. Interpretation
1.1 The terms and conditions refer to the goods as indicated on any official company forms, price lists, quotations, orders or invoices.
1.2 “CUSTOMER” shall mean the person whose name appears on the quote, or in any other circumstances, any person or persons at whose request or on whose behalf VOIMAR undertakes to supply any goods, do any business, or provide any advice or service.
2. Prices and Quotations
2.1 The price of the goods sold or services rendered shall be as per VOIMAR prices at the time of the order or quotation.
2.2 VOIMAR has the right to change the prices of the goods from time to time without prior notice to the CUSTOMER.
2.3 The validity of any price quoted or listed is subject to availability.
2.4 Any quote may be changed at any time in the event of any increase in the cost price of the goods, including currency fluctuations. Price increases will only be effected if the goods have not yet been dispatched to the CUSTOMER.
2.5 All pricing is Exclusive of VAT and subject to availability of stock. VOIMAR will not be bound by manifest errors, and typographical or clerical mistakes in its documents.
3. Payment
3.1 Payment for goods sold and services rendered is strictly Cash and EFT on delivery unless a credit facility has been approved by VOIMAR and in the event of a dispute regarding the amount payable, VOIMAR’s prices in terms of its standard price list prevailing at the same time of delivery, shall apply thereto and be binding.
3.2 The CUSTOMER shall have no right to withhold payment or apply any deduction or set-off against any payment due to VOIMAR for any reason whatsoever.
3.3 VOIMAR shall have the right to suspend deliveries and refuse to accept orders if any amount due by the CUSTOMER is unpaid or the CUSTOMER’s credit limit is exceeded.
3.4 No credit given, allowance made or indulgence shown by VOIMAR in favour of the CUSTOMER will give rise to any right or entitlement to any further credit, allowance or indulgence, and no waiver of VOIMAR’s rights may be implied from any such credit, allowance or indulgence.
3.5 The CUSTOMER hereby acknowledges that should an amount not be paid in full on due date, the entire balance then outstanding shall immediately become due and payable without any further notice. The CUSTOMER shall further pay interest on all overdue amounts at a rate equal to 5% above the prime overdraft rate of First National Bank Limited, compounded monthly in arrears, from due date until date of payment. In addition VOIMAR shall be entitled to hand the CUSTOMER over to its attorneys for collection of the outstanding debt and report the CUSTOMER’s default to Credit Guarantee Insurance Corporation of Africa Limited (CGIC), whereby the CUSTOMER will receive notification of such action. VOIMAR is further entitled to cancel the sale and take possession of any goods delivered to the CUSTOMER, including goods sold or disposed of by the CUSTOMER which have not been paid for in full, and claim damages.
3.6 The CUSTOMER is responsible for any bank charges incurred by VOIMAR when cash deposit payments and forex payments are paid into the VOIMAR bank account.
3.7 VOIMAR reserves the right to suspend service and repairs of goods including warranty services to the CUSTOMER if any amount due by the CUSTOMER is unpaid or overdue.
3.8 Payment strictly to reflect in the VOIMAR bank account for all orders exceeding R15,000 inclusive of VAT, before any stock will be released.
3.9 Proof of payment submitted via SMS/text message, screenshot(s), copied into emails, or sent as an attachment will not be accepted as valid proof of payment. Only emails received directly from the CUSTOMER’s bank, and no forwarded emails, will be accepted.
3.10 Cash deposit Payments will be subject to a 1.5% additional charge on the value of the order (inclusive of VAT) covered by the CUSTOMER for any deposits at the bank to cover bank charges.
3.11 Strictly no refunds will be possible for any returned stock.
3.12 Ownership of all goods shall remain vested in VOIMAR until VOIMAR has received payment in full for the goods purchased.
3.13 Should VOIMAR incur costs in the collection of any amount due to it by the CUSTOMER, the CUSTOMER shall pay such costs on the attorney-and-CUSTOMER scale.
3.14 VOIMAR may allocate any payment to capital, interest, costs or any other item as he deems fit despite any allocation made or deemed to be made by the CUSTOMER.
4. Orders
4.1 The CUSTOMER hereby confirms that the goods and services on the tax invoice issued duly represent the goods and services ordered by the CUSTOMER at the prices agreed to by the CUSTOMER and where performance/delivery has already taken place that the services and goods were inspected and that the CUSTOMER is satisfied that these conform in all respects to the quality and quantity ordered and are free from any defects.
4.2 VOIMAR will accept all written and verbal orders. All such orders and any variations to orders will be binding, subject to these standard terms and conditions and may not be varied or cancelled without prior written consent from VOIMAR. VOIMAR will not be responsible for any errors or misunderstandings occasioned by the CUSTOMER’s failure to make the order in writing. VOIMAR may require the CUSTOMER to confirm verbal orders in writing before acceptance of such orders by VOIMAR.
4.3 Orders shall constitute irrevocable offers to purchase the goods in question at the usual prices of VOIMAR as at the date when the CUSTOMER places the order of the goods, subject to clause 2.4 above, and shall be capable of acceptance by VOIMAR by the delivery of the goods, written acceptance or confirmation of the order.
4.4 In the event that Goods are not collected within 1 (one) week of placement of the Order, VOIMAR reserves the right to cancel the Order.
4.5 No stock will be reserved for any orders placed until payment has been made and reflects in VOIMAR’s bank account.
4.6 Quotations issued are only valid for thirty (30) working days. Payments processed on expired quotations will require the CUSTOMER to pay in any shortfall on price changes.
5. Granting and Withdrawal of Credit Facilities
5.1 VOIMAR’s decision to grant credit facilities to the CUSTOMER and the nature and extent thereof is at the sole discretion of VOIMAR.
5.2 VOIMAR reserves the right to withdraw, increase or decrease any credit facilities at any time without prior notice.
5.3 In order to assess whether credit will be granted, the CUSTOMER consents to a credit check to be conducted by VOIMAR through a credit bureaux or credit insurance company.
5.4 CUSTOMERS with 30 day accounts need to ensure payment is received in the VOIMAR Bank Account on or before the last day of the due month.
5.5 CUSTOMERS with 7 day accounts need to ensure payment is received in the VOIMAR bank account on or before the 7th day of the following month.
5.6 Interest will be charged on overdue accounts as stated in clause 3.5.
5.7 The CUSTOMER will be liable for 1.5% of the total value of payment for any bank charges incurred to VOIMAR when settling accounts with cash or cheque payments.
5.8 A CUSTOMER with approved credit facilities as aforesaid hereby undertakes to ensure that any credit limit approved by VOIMAR is never exceeded. Accordingly, the CUSTOMER hereby agrees and undertakes to promptly make whatsoever payments are necessary to ensure that any such credit limit is never exceeded. No Orders of the CUSOMER will be executed by VOIMAR while any such credit limit is exceeded, or any payment is overdue beyond the payment period set out above.
5.9 Where credit facilities of the CUSOMER have been withdrawn by VOIMAR, the CUSTOMER agrees to make payment on a COD basis.
6. Warranties and Indemnity
6.1 Goods may be guaranteed under the manufacturer’s product specific warranties only, and all other guarantees and warranties including common law guarantees and warranties in relation to goods and services are hereby specifically excluded by VOIMAR.
6.2 All warranties are immediately null and void in the event of any of the following: (a) failure to use the goods in accordance with the manufacturer’s instructions and specifications; (b) goods have been subjected to physical damage, abuse, misuse, alteration, neglect, tampering or improper maintenance; (c) goods have been serviced, repaired, installed by any person not qualified to do so; (d) goods are not accompanied by the original Tax Invoice; (e) seals on the goods be broken or removed by anyone other than VOIMAR or its appointed nominee.
6.3 VOIMAR will honour all warranties strictly from the date of purchase from VOIMAR only.
6.4 Lightning and/or surge damage is not covered under the warranty unless otherwise agreed in writing from VOIMAR. This includes lightning and/or surge damage to the surge protected power supplies.
6.5 Physical and/or liquid damage is not covered under the warranty and all warranties are immediately null and void should any physical and/or liquid damage be detected.
6.6 To be valid, warranty claims must be supported by the original tax invoice and the goods must be accompanied by all accessories and power supplies.
6.7 VOIMAR specifically disclaims the implied warranty of merchantability and fitness for a particular purpose. No representation or warranty, including but not limited to statements of capacity, suitability for use or performance made by employees of VOIMAR shall be considered to be a warranty by VOIMAR. Any such statements made shall not give rise to any liability or whatsoever nature on the part of VOIMAR, its employees, subcontractors or subsidiaries. VOIMAR will not be liable to the CUSTOMER for any loss, damage or expense of any nature, whether direct, special, indirect or consequential, including but not limited to loss or profits arising out of VOIMAR’s performance or customers’ use of the goods or services rendered.
6.8 No warranties whether express or implied shall apply, other than those provided in this contract.
6.9 VOIMAR may at its own discretion provide replacement equipment in advance of receiving an indicated warranty claim item back from the CUSTOMER, on an advanced swop basis. Advanced swop will only be offered by prior arrangement and agreement between VOIMAR and the CUSTOMER, whereas VOIMAR maintains the right to refuse any such services and claims. Should the warranty claim equipment be returned to VOIMAR and no fault is found (NFF) VOIMAR will invoice the CUSTOMER in full for the units provided.
6.10 The CUSTOMER indemnifies and holds VOIMAR (including its employees, subcontractors or subsidiaries) harmless against all claims of whatsoever nature that may be brought or threatened against VOIMAR by any third party arising from or in connection with any defect, latent or otherwise in any goods supplied and/or services rendered by VOIMAR.
7. Repairs
7.1 Since some repairs are done by the original manufacturer abroad, the CUSTOMER hereby acknowledges and accepts that repairs may take up to 12 weeks.
7.2 In the case of repairs undertaken by VOIMAR, repair quotes given are merely estimates and are not binding on VOIMAR.
7.3 VOIMAR’s liability in terms of a manufacturer’s warranty is restricted to, in VOIMAR or the manufacturer’s discretion, the cost of repair or replacement of faulty goods or services or the granting of credit.
7.4 The CUSTOMER will be informed as soon as repairs have been completed.
7.5 The CUSTOMER hereby agrees that any item returned for a repair may be sold by VOIMAR to defray the cost of such repair if the item remains uncollected for a period of 30 (thirty) days after the CUSTOMER has been informed that such repairs have been completed.
7.6 The onus remains on the CUSTOMER to return any faulty or warranty items and to collect the repaired/replaced units at their own cost.
8. Returned goods
8.1 Return of unwanted goods:
a) VOIMAR reserves the right to charge a handling fee on the value of the order cancelled or goods returned in the event that a CUSTOMER cancels an order and VOIMAR accepts the return of unwanted goods. VOIMAR will only entertain such requests if made within 7 (seven) business days of delivery of the goods. The goods must be accompanied by the original tax invoice and must be in its original packaging with all accessories and manuals intact. All items must be returned in “as new” condition.
b) VOIMAR reserves the right to offset the value of any goods accepted for return against any amounts due by the CUSTOMER. Strictly no cash or electronic transfer refunds will be paid.
8.2 Return of goods that did not match the order:
a) If the goods do not match what was ordered, the CUSTOMER is requested to notify VOIMAR as soon as possible after delivery and the goods must be returned to VOIMAR within 7 (seven) business days after delivery.
b) If the goods are returned because they did not match what was ordered and the goods are not in their original condition and repackaged in their original packaging, VOIMAR may be entitled in terms of the Consumer Protection Act to charge a reasonable amount for use of the goods during the time they were in the CUSTOMER’s possession, any consumption or depletion of the goods, or for necessary restoration costs to render the goods fit for re-stocking.
8.3 Return of defective goods:
a) The CUSTOMER may return any defective goods to the premises of VOIMAR or its nominee at the CUSTOMER’s own cost. If the goods returned are still within the warranty period and has been proven to be defective by a VOIMAR technician, then VOIMAR, at its election, shall either replace, repair or refund the goods. In case or replacement VOIMAR undertakes to replace such goods with items of the same or similar specification. Replacement units can be in the form of new or refurbished units at VOIMAR’s discretion. No refunds will be considered in respect of return of defective goods.
9. Delivery
9.1 VOIMAR reserves the right to charge delivery fees, as and when necessary.
9.2 Any delivery note (copy or original) signed by the CUSTOMER and/or its authorised representative and/or its nominated agent and held by VOIMAR shall be prima facie proof that delivery was made to the CUSTOMER.
9.3 VOIMAR shall be entitled to split the delivery of the goods ordered in the quantities and on the dates it decides, with the prior consent of the CUSTOMER, which consent shall not be unreasonably withheld.
9.4 In the event of the CUSTOMER choosing to engage its own third party to transport the goods, the CUSTOMER indemnifies VOIMAR against any claims of any nature whatsoever that may arise from such an agreement, or the performance thereof.
9.5 VOIMAR is entitled to engage a third party on its behalf to transport all goods purchased by the CUSTOMER to the delivery address stipulated by the CUSTOMER, and the costs of such delivery and transport shall be for the CUSTOMER’S account.
9.6 If the CUSTOMER wishes to receive delivery of the goods by a more expensive method of transportation than that normally used by VOIMAR, the CUSTOMER shall make such request in writing and, in the event that VOIMAR agrees to arrange such special delivery the additional charges shall be debited to the CUSTOMER’s account and shall be payable by the CUSTOMER.
9.7 VOIMAR does not guarantee that the goods will be dispatched or delivered on any particular date and time, and the CUSTOMER shall have no claim against VOIMAR in respect of any loss occasioned by any reasonable delay in dispatch or delivery of any goods ordered and/or services rendered, nor may the CUSTOMER cancel any order by reason of such reasonable delay. A delay which is not due to any fault on the part of VOIMAR shall be deemed to be a reasonable delay.
9.8 The CUSTOMER must inspect the goods on receipt and be satisfied that the goods conform in all respects to the quality and quantity ordered and are free from any defects.
9.9 Incomplete or partial deliveries or goods damaged in transport must be reported to VOIMAR’s head office within 2 (two) business days of receipt.
9.10 All goods taken on an evaluation, approval or demonstration basis or all goods taken on consignment by the CUSTOMER are deemed sold to the CUSTOMER within 10 (ten) working days of issue if not returned to VOIMAR in a perfect condition in the original packaging and with all accessories and manuals intact.
9.11 The CUSTOMER undertakes to grant access to VOIMAR, its subcontractors and/or their respective employees to deliver the goods ordered at such premises, and neither VOIMAR, its subcontractors nor their respective employees shall be liable for any loss and/or damage caused, whether be negligence or otherwise, to any person and/or property, and/or consequential loss or damages arising from the entry and/or activities of VOIMAR, its subcontractors and/or their respective employees, effecting delivery of the goods ordered.
10. Ownership and Risk
10.1 All risk in and to all goods sold by VOIMAR to the CUSTOMER shall pass to the CUSTOMER on delivery thereof. Ownership in all goods sold and delivered shall remain vested in VOIMAR until the full purchase price has been paid, and in the event of a breach of these terms and conditions by the CUSTOMER, or if the CUSTOMER is sequestrated or placed under liquidation or judicial management or commits any 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, VOIMAR shall be entitled to take possession of the goods without prejudice to any further rights vested in VOIMAR, and is hereby irrevocably authorised to enter upon the CUSTOMER’s premises to take possession of such goods without a Court order.
10.2 Goods in the possession of the CUSTOMER bearing VOIMAR’s name, trademark, labels and/or serial numbers are deemed to be those for which payment has not yet been made, and should any breach of these terms occur, may be repossessed by VOIMAR in terms of paragraph 10.1 above. The CUSTOMER shall fully insure the goods purchased from VOIMAR against loss or damage until the CUSTOMER has paid the full purchase price for such goods. Pending payment to VOIMAR for goods purchased, all benefits in terms of the insurance policy relating to the insurance of such goods, shall be ceded to VOIMAR.
10.3 The CUSTOMER shall inform the landlord of the premises at which the goods are kept that such goods are the sole and absolute property of VOIMAR until such time as the CUSTOMER has paid the full purchase price to VOIMAR.
11. Breach of Contract
11.1 In the event of a breach by the CUSTOMER, should the CUSTOMER fail to remedy such breach within 48 (forty eight) hours after receipt of notice to that effect from VOIMAR, or should the CUSTOMER repeatedly breach this agreement in such manner that the CUSTOMER’s conduct is inconsistent with the intention or ability of the CUSTOMER to carry out the terms of the agreement, or if the CUSTOMER is sequestrated or placed under liquidation or enters into judicial management or any act if insolvency or enters into a 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, VOIMAR shall be entitled without prejudice to its rights in law or in terms of this agreement to take possession of the goods and is hereby irrevocably authorised to enter upon the CUSTOMER’s premises to take delivery of such goods without Court order.
12. Law and Jurisdiction
12.1 These terms and conditions shall be governed and construed under and in accordance with the laws of the Republic of South Africa.
12.2 VOIMAR shall, at its option and notwithstanding that the amount of its claim or the nature of the relief sought exceeds the jurisdiction of the Magistrate’s Court be entitled to institute action out of such court.
12.3 A certificate issued and signed by any director of VOIMAR, whose authority need not be proved, in respect of any indebtedness of the customer to VOIMAR or in respect of any other fact, including but without limiting the generality of the a foregoing, the fact that such goods were sold and delivered and/or services provided, shall be prima facie proof of the customer's indebtedness to VOIMAR and prima facie proof of delivery of the goods in terms of this contract.
12.4 Any print-out of computer evidence tendered by VOIMAR shall be admissible evidence and the CUSTOMER shall not be entitled to object to the admissibility of such evidence purely on the grounds that such evidence is computer evidence.
12.5 The CUSTOMER’s address in the Reseller Application form shall be recognised as the CUSTOMER’s domicilium for all purposes in terms of this contract whether in respect of the serving of any court process, notices that payment of any amount or communications of whatever nature.
12.6 In the event of the CUSTOMER breaching any of its obligations and/or failing to timeously make payment of any amount to VOIMAR, the CUSTOMER agrees to pay, and shall be liable to pay, all legal costs incurred by VOIMAR in enforcing its rights in terms of these terms and conditions on the attorney/own client scale including collection charges, tracing agent’s fees and airfares.
12.7 Any document will be deemed duly received by the CUSTOMER within:
a) 3 (three) working days of pre-paid registered mail to any of the CUSTOMER’s business or postal addresses or the domicilium address of the CUSTOMER, or to the personal address of any director, member or owner of the CUSTOMER; or;
b) 24 (twenty-four) hours of being faxed to any of the CUSTOMER’s fax numbers or any director, member of owner’s fax number’s; or
c) On being delivered by hand to the CUSTOMER or any director, member of the CUSTOMER; or
d) 48 (forty-eight) hours if sent by overnight courier.
12.8 The CUSTOMER agrees that neither VOIMAR nor any of its employees will be liable for any negligent or innocent misrepresentations made to the CUSTOMER, nor shall the customer be entitled to resile from these terms and conditions on those grounds.
13. Arbitration
13.1VOIMAR may refer any dispute arising from or in connection with this contract to arbitration which arbitration award shall be final and binding on the CUSTOMER and VOIMAR.
13.2 The arbitrator will be a person agreed upon by the parties or failing agreement, appointed by the Arbitration Foundation of Southern Africa, who shall then finally resolve the dispute or issue in accordance with the Rules of the Arbitration Foundation of SA.
13.3 The arbitration must be held at the place and in accordance with whatever procedures, the arbitrator considers appropriate.
14. Disclosure of Personal Information
14.1 The CUSTOMER understands that the personal information given in the Reseller Application form may be used by VOIMAR for the purposes of assessing creditworthiness.
14.2 VOIMAR has the CUSTOMER’s consent at all times to contact and request information from any persons, credit bureau or businesses including those mentioned in the Reseller Application form and to obtain any information relevant to the customer’s credit assessment, including but not limited to information regarding the amounts purchased from suppliers per month, length of time CUSTOMER has dealt with each supplier, type of goods purchased and manner and time of payment.
14.3 The CUSTOMER agrees and understands that information given in confidence to VOIMAR by a third party on the CUSTOMER will not be disclosed to the CUSTOMER.
14.4 The CUSTOMER hereby consents to and authorises VOIMAR at all times to furnish credit information concerning the CUSTOMER’s dealing with VOIMAR to a credit bureau and to any third party seeking a trade reference regarding the CUSTOMER in his dealings with VOIMAR.
15. General
15.1 VOIMAR shall be entitled to cede or pledge his interests herein or to trade therewith at his own discretion without the consent of the CUSTOMER. It may also consent to any alteration, release, relaxation or postponement of the terms hereof and such action shall not be binding on the VOIMAR in any way whatsoever unless it has indicated in writing that such action shall be binding.
15.2 Under no circumstances shall any supply of goods or services to the CUSTOMER mean or imply that any intellectual property rights are transferred by VOIMAR to the CUSTOMER. No copyright or other intellectual property right shall accrue to the CUSTOMER by virtue of work done for or services rendered to the CUSTOMER by VOIMAR, and all such rights arising from the said work or services shall accrue exclusively to VOIMAR unless otherwise agreed in writing and signed by both parties.
15.3 The CUSTOMER shall not under any circumstances, whether directly or indirectly, itself or with or through any other person, persuade, solicit or entice any employee, supplier or other CUSTOMER of VOIMAR to terminate their relationship with VOIMAR, or otherwise significantly prejudice such relationship. The CUSTOMER hereby acknowledges that the aforesaid restraint is reasonably necessary to protect the goodwill and legitimate interests of VOIMAR, and will endure for a period of 24 months from the date on which VOIMAR last supplied any goods or services to the CUSTOMER.
15.4 VOIMAR reserves the right in its sole discretion to vary or amend these terms and conditions from time to time and any such amended or varied terms and conditions shall be binding on the CUSTOMER from the time that the amended or varied terms are published by VOIMAR.
15.5 This contract represents the entire agreement between VOIMAR and the CUSTOMER and shall govern all future contractual relationships between VOIMAR and the CUSTOMER.
15.6 No amendment and/or alteration and/or variation and/or deletion and/or addition and/or cancellation of these terms and conditions, whether consensual or unilateral or bilateral shall be of any force and effect unless reduced to writing and signed by a director of VOIMAR. No agreement, whether consensual or unilateral or bilateral, purporting or obligate VOIMAR to sign a written agreement to amend, alter, vary, delete, add or cancel these terms and conditions shall be of any force and effect unless reduced to writing and signed by a director of VOIMAR.
15.7 No relaxation or indulgence with VOIMAR may grant the CUSTOMER shall prejudice or be deemed to be a waiver of any VOIMAR rights in terms of these terms and conditions.
15.8 The CUSTOMER shall not cede its rights nor assign its obligations under these terms and conditions.
15.9 The CUSTOMER undertakes to notify VOIMAR within 7 (seven) days of any change of address or change in member, director, shareholder, address or the information as set out in the Dealer Application.
15.10 The headings in this document are included for convenience and are not to be taken into account for the purpose of interpreting this contract.
15.11 Each of the terms herein shall be a separate and divisible terms and if any such term becomes unenforceable for any reason whatsoever, then that term shall be severable and shall not affect the validity of the other terms.
15.12 The CUSTOMER undertakes to inform VOIMAR in writing at least 14 (fourteen) days prior to the intended selling or alienating of the whole of or any part of the CUSTOMER business and failure to do so will constitute a material breach of this contract entitling VOIMAR to cancel the contract without further notice to the CUSTOMER.
15.13 In the event where the CUSTOMER overpays on an invoice, the amount will remain as credit on the CUSTOMER’s account for future purposes. Strictly no cash refunds are possible.