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Electronic Vending Services
Standard Conditions of Sale
1 General
The following Conditions of Sale apply to contracts made with Electronic Vending Services (PTY) LTD., hereinafter called EVS. All quotations are made and orders accepted subject to the following Conditions of Sale, No conditions or terms of the customer shall apply. No addition to or alteration or modification of these conditions shall have effect unless such addition, alteration or modification is expressly accepted by EVS in writing and signed by a duly authorised representative.
2 Acceptance
a No contract is concluded until the customer's order is accepted in writing by EVS. Unless previously withdrawn, or otherwise specified by EVS in writing, quotations
(where issued) are open for acceptance within fourteen days from the date on which they are made.
b Quantities of goods not normally held at EVS will not be scheduled for delivery unless a written order is received by EVS at least 6 weeks prior to expected
delivery date.
c A 30% deposit is required before we can place an order with our suppliers for scheduled deliveries.
d Adjustments to quantity or the delivery date may be accepted up to 3 weeks before expected delivery date, the order then becomes confirmed and irrevocable.
3 Information
a Descriptions, drawings, specifications and other particulars given by EVS in catalogues, price lists and elsewhere are not binding on EVS unless specifically
confirmed in writing as being applicable to the goods supplied.
b Should any information or data supplied by the customer to EVS for the preparation of a quotation prove not to be sufficient or accurate EVS reserves
the right to amend the quotation and (where applicable) to make any alteration or amendment in the quoted price to cover any resulting increase in cost.
4 Prices
a Unless otherwise indicated all prices are ex stores at EVS Johannesburg.
b The customer shall pay all other duties, charges and taxes (if any) chargeable in respect of the supply of the goods to the customer.
c EVS reserves the right to vary its prices without notice and unless otherwise expressly specified in the quotation, goods will be supplied and invoiced at the prices
ruling at the time of despatch or such other date as may be agreed by EVS and the customer.
d Prices quoted by EVS are for the quantities and on the terms stipulated in the quotation or sales order confirmation and shall be subject to variation if the quantities
or the terms in question are in any way amended.
e Unless otherwise indicated all prices are quoted exclusive of VAT.
5 Delivery
a Unless otherwise indicated delivery is the responsibility of the customer, delivery shall take place when the goods are loaded on the collection vehicle
b In all cases dates quoted by EVS are subject to confirmation by EVS at the time an order is accepted.
c EVS will use its best endeavours to deliver the goods promptly or in accordance with the terms stated, but all delivery times or dates (whether confirmed or not)
must be treated as estimates only, and EVS shall be under no liability whatsoever for any failure or delay in despatch or delivery nor for any loss or damage
whatsoever arising there out.
d If the goods are not taken up or delivered by the quoted delivery date by reason of any default of the customer, EVS may either treat the contract as repudiated or
alternatively store the goods at the customer's risk and expense,
c Where the agreement provides for delivery by instalments each instalment shall constitute a separate contract and any failure or defect in anyone or more
instalments delivered shall not entitle the customer to repudiate the agreement nor to cancel any subsequent instalments.
d The customer shall not be entitled to reject the goods by reason only of short delivery,
e If for any cause whatsoever beyond its control EVS's normal production of goods required for the performance of the contract with the customer and other
comparable contracts is reduced EVS may proportionately reduce the quantities to be supplied to the customer without incurring liability for any loss or damage
thereby suffered by the customer,
6 Settlement Terms.
a Liability for payment arises on invoice. Unless otherwise specified in a quotation or otherwise in writing. Invoices for goods supplied must be paid before goods
are released from EVS stores, No deductions are allowed.
b All goods remain the property of EVS until full payment is received by EVS., Should conditions change prior to receipt of full payment e.g. foreign exchange rates,
shipping charges, interest rates etc, EVS reserves the right to re-invoice at the current rates.
c Where settlement terms have been agreed any default by the customer in making payment by the due date, shall entitle EVS (without prejudice to its other rights
see, Condition 15 a i) to re-invoice at the current rates, and charge a late payment penalty of 2 per cent per month or part there of from the time payment becomes
overdue. Additional storage, handling etc. charges may also be levied.
d Payment shall be due whether or not property in the goods has passed by virtue of Condition 7 and EVS shall accordingly be entitled to sue for the price once the
same is due even if property in the goods has not passed,
e Any default by the customer in making payment on the due date shall entitle EVS (without prejudice to its other rights) to suspend deliveries to the customer, if Goods for repairs and maintenance not paid for and collected within 3 months of the date of incoice may be sold to defray costs.
7 Property and Risk,
a Risk shall pass to the customer on collection.
b Subject to Condition 14 property in the goods will only pass to the customer when all sums owing to EVS {including any charges under Clause 6 (b, c, & d}) under
this or under any other contract between the customer and EVS have been received in full by EVS and until that date the customer is required to store and mark
the goods in such a way that they are readily identifiable as the property of EVS except that the customer shall be entitled to sell the goods in the ordinary course
of its business.
c On the occurrence of any of the events specified in Condition 15 (a) or if EVS shall reasonably consider for any reason that its goods are in jeopardy:
i} the customer's authority to sell the goods which belong to EVS shall end and all goods belonging to EVS shall be delivered to EVS (at the customer's expense)
up to the value of the sums owing to EVS from the customer; and
ii) EVS by its employees or agent shall be entitled to enter upon or into any land, buildings, vehicles or vessels where the goods are stored to retake possession of
those goods which remain the property of EVS up to the value of the sums owing to EVS from the customer;
ill) all proceeds of sale of those goods belonging to EVS sold by the customer shall be paid into a separate bank account and held on behalf of EVS. Where the
goods are incorporated into another product before being sold by the customer, the customer shall pay into the separate bank account such proportion of the
proceeds of sale of that other product as represents the value of the goods belonging to EVS.
8 Tests
Goods manufactured or supplied by EVS are carefully inspected and submitted to standard tests before despatch, Any additional or special tests which EVS may
agree to carry out at the request of the customer may be charged for extra.
9 Recommendations
Recommendations regarding the use and/or performance of the goods are based on tests and experience considered to be reliable but as the conditions to which
the goods may be subject when in service are beyond the control of EVS, EVS cannot guarantee such performance or results obtained from any such use.
10 Return of Goods
a If after acceptance of an order some exceptional circumstances arise in which it is desirable for the customer to modify or cancel the order, EVS will do its best to
assist but shall be under no obligation to accept the amendment or cancellation of the order and must be indemnified against any loss (including loss of profit) in
which EVS may thereby be involved. Goods are not to be returned to EVS (except in accordance with the terms of the Company's Guarantee) unless an
arrangement has been made to that effect with EVS.
b Acceptance by EVS of returned goods shall not be deemed to be evidence of any agreement to cancel an order or an admission of any defect in such goods. EVS
may make a handling charge in respect of any goods so returned.
11 Specification Alteration
EVS reserves the right to make any alteration in the specification or design of any goods, and to deliver goods conforming to the altered design or specification in
fulfilment of any order provided there is no change in the basic function of the goods so delivered. If EVS decides to alter the specification or design of any goods, it
shall be under no obligation to apply such alteration to any goods previously ordered or delivery.
12 Claims for Damage, Loss or Non-Delivery
In case of alleged shortage or damage to the goods, the customer must endorse EVS’s delivery note or invoice accordingly and submit a written claim to EVS
within 3 days after receipt by the customer.
13 Warranty
a This warranty applies to all goods supplied by EVS.
b EVS shall have the option to make good or replace without charge any goods which prove to the reasonable satisfaction of EVS to be of faulty manufacture within
a period of twelve calendar months after delivery or the period stated on the EVS Sales Order confirmation Form if different provided that this warranty shall not
apply:
i) to damage caused by the customer's or any third party's act, default or misuse of the goods or by failure to follow any instructions supplied with the goods. This
includes misuse of the product through vandalism, tampering, frauding or any other kind of malicious interference.
ii) where the goods have been used in connection with equipment or materials of which the specification has not been approved in writing by EVS;
iii) to goods which are altered, modified or repaired in any place other than EVS factory or by persons not expressly nominated or approved in writing by EVS.
iv) to product modifications required because of Coin or Currency changes mandated by any governmental body.
c Goods covered by this warranty should be sent for repair, carriage paid, to the local Approved Service Company. The benefit of the guarantee following repair or
replacement will run for a period equal to the residue of the unexpired guarantee applicable to the goods originally supplied. If EVS accepts the guarantee claim
EVS shall as soon as practicable return the goods repaired or replacement goods, to the customer carriage paid. If the goods are not eligible for repair or
replacement under guarantee EVS shall notify the customer which shall arrange to collect the goods at its own expense as soon as possible..
d Subject as provided in this condition no warranty, guarantee or condition expressed or implied (by common law, statute or otherwise) as to quality or fitness for any
purpose shall apply to any sale of goods by EVS, whether such goods are of a description mentioned in sub-clause (a or otherwise.
e Save for liability for death or personal injury arising from EVS's negligence (which if proved is not excluded). EVS's obligation to repair or replace as aforesaid shall
constitute the full extent of EVS's liability in respect of any loss or damage sustained by the customer whether caused by any breach of this contract or by
misrepresentation or by the negligence of EVS, its employees or agents, or arising from any other cause whatsoever.
f EVS shall not be liable for any consequential, economic, direct or indirect loss suffered by the customer arising there from.
14 Sale or Return
a Where goods are supplied on sale or return the normal settlement terms (see condition 6) shall apply as regards payment. A credit note for the full price paid by the
customer will only be issued if the goods are returned and are found by EVS to be in a satisfactory condition within a period not exceeding eight weeks from the
date of delivery. Should the goods be returned in an unsatisfactory condition then a charge will be made for the cost of bringing those goods up to a condition
suitable for resale and the amount of the credit shall be adjusted accordingly.
b Property in the goods delivered on sale or return shall pass to the customer (provided full payment has been made in accordance with condition 7) either when it
signified its approval or acceptance to EVS or does any other act adopting the transaction or eight weeks from the date of delivery whichever is the sooner.
c Risk in the goods delivered on sale or return shall pass to the customer on delivery,
15 Termination of Contract.
a Without prejudice to any common law or statutory rights which EVS may have, EVS reserves the right to terminate the contract by written notice to the customer (in
relation to the whole or any part thereof remaining unfulfilled) forthwith if:
i) any payment shall be overdue or the customer does not comply with any other of its obligations to EVS under this contract; or
ii) if the customer shall commit any act of bankruptcy or shall suffer any execution or distress to be levied on his goods or (being a Company) shall enter into
liquidation (whether compulsory or voluntary save for the purpose of and followed by reconstruction or amalgamation) or shall have a receiver appointed or takes
or suffers any other action in consequence of debt; or
iii) the customer fails to accept delivery of the goods in accordance with the terms of the contract.
b After the service of the notice of termination by EVS to the customer, all goods in the possession of the customer which are the property of EVS shall forthwith be
held to the order of EVS and as soon as possible be redelivered to EVS at the customer's risk and expense. After the service of the notice the customer shall not
submit any goods in its possession which are the property of EVS to any process of manufacture, nor shall it incorporate them, nor mix them with other goods nor
change their nature in any way whatsoever, nor shall it sell goods which have been so manufactured to a third party nor shall it sell any goods delivered by EVS
which are still the property of EVS to a third party. For the purpose of taking possession of goods which remain the property of EVS a licence will be granted to
enter upon land, premises, vehicle and vessels of the customer during normal business hours and to remove such goods from the customer's premises.
c Termination shall not affect the continuing enforceability of paragraph (b) above and of Condition 16 below.
16 Technical Information and Proprietary Rights
Any know how, information, design or drawings, supplied by EVS relating to the goods or to the business or incorporated in the goods of EVS, Mars Electronics
International, its ultimate holding company or any subsidiary of such holding company are strictly confidential and the customer shall not copy, use or disclose any
such know-how, information, designs or drawings without the prior written consent to EVS. All trade marks, trade names, patent rights, copyright and other similar
proprietary rights in respect of the goods shall remain the property of EVS or EVS’s suppliers as applicable and the customer shall acquire no interest whatsoever
in any such rights. The customer will not sell the goods under any other name than the names used by EVS in relation to the goods and will not remove or
obliterate from the goods those names or other marks applied to the goods by EVS or by any third party.
17 Export Sales
In the case of orders for delivery outside The Republic of South Africa the customer shall be liable for all charges, levies, taxes and other costs in respect of the
goods as from collection of the goods from EVS’s premises by the customers carriers and in particular shall be liable for all customs, exportation and importation
duties chargeable in respect of the goods.
18 Applicable Law
South African law shall apply, and the parties agree to submit to the non-exclusive jurisdiction of the South African courts for the determination of any question or
dispute, howsoever arising.
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