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This document does not constitute an offer by the SELLER.

1.1 By placing an order with the SELLER, that order constitutes an acceptance by a BUYER of these terms and conditions and enters into an agreement on the terms and conditions herein stipulated. By placing an order with the SELLER, the Buyer waive any terms of purchase or any other contract or document purporting to be, or which in essence could be, a terms of purchase document that may be in force or effect. By placing an order with the SELLER, any document or agreement to the effect of being a terms of purchase document a- foregoing the order is hereby cancelled as if it is cancelled in writing, and agree both parties further as follows: The offer shall not be capable of revocation by the BUYER after the date of acceptance. The BUYER'S offer shall only be capable of being accepted by a director of the SELLER; no obligation or liability on the part of the SELLER shall exist or be deemed to exist.

1.2 All written matter and drawings supporting this document or contained in any of the SELLER'S catalogues, price lists or advertisements in whatsoever, form are approximate representatives only, and are not binding in detail. Weights, measurements, capacities and other particulars are stated as being approximately correct and deviations therefore shall not form the basis of any claim against the SELLER, except where specifically agreed to in writing by a director of the SELLER.

1.3 Any sample of the SELLER shown to the BUYER is illustrative of the general type and quality of the goods concerned and shall not be construed as a representation that the goods conform to the sample.


2.1 None of the terms and conditions in the order or any other document given by the BUYER to the SELLER which are inconsistent with the terms and conditions of this agreement shall be of any force or effect unless agreed to in writing by a director of the SELLER.

2.2 The price is exclusive of VAT and is calculated on the basis of foreign exchange rates, duties, levies and other import ruling affecting the goods or their constituent parts, as at the date of the quotation or acceptance of the order by the SELLER, as the case may be, and on cost at this date of every item of expenditure involved in the goods including, without limiting the generality of the foregoing, the cost of materials, labour, transport and insurance of each constituent part. The price shall be adjusted in conjunction with the auditor of the SELLER to take into account any changes on the basis of the price which occur between the date of the quotation or acceptance and the date of delivery of the goods as if the changes were applicable at the date of quotation or acceptance. For the purpose of facilitating the whole or part of the competition of the price adjustment, the auditor shall be entitled to use such adjustment formulas as he may in his discretion determine. The price adjustment as certified by the auditor shall be final and binding on the parties.


3.1 The SELLER shall give delivery of the goods at its place of business, unless agreed otherwise. The BUYER shall before the stipulated delivery date obtain all the requisite permits and fulfil all the requirements for the importation of the goods into his country of origin and shall furnish the SELLER with complete written instructions concerning the insurance and transportation of the goods and shall pay all the premiums, transportation costs and costs incidental thereto. Should the BUYER fail to do so timely the BUYER shall be liable to the SELLER for a daily storage charge at the rate of R15, 00 (Fifteen Rand) per cubic meter or part thereof occupied by the goods, calculated on the dimensions of the cube that would be required to contain the goods wholly and delivery shall be deemed to have been given on the date on which the goods are rendered for delivery by the SELLER.

3.2 The delivery date shall not be of the essence of this contract and any such date shall be construed as an estimate. The SELLER shall use its best endeavours to comply with its obligations within a reasonable period of any given date.

3.3 Notwithstanding any specific agreement to the contrary, the SELLER shall be entitled to a reasonable extension of time to comply with its obligations if delayed by vis major or by reason of directions of the BUYER, civil commotion, local combination or workmen, strike or lock-out, general shortage of supplies, failure to obtain supplies and causes beyond the control of the SELLER. Further any time limits shall be extended automatically by the length of the period between the dates of the acceptance by the SELLER of the Buyer's order, and all the information required by the SELLER from the BUYER to complete the contract without interruption.

3.4 The SELLER shall have the right to affect delivery in such installments as it may determine.

3.5 The BUYER shall have the right to inspect the goods at the time and place of delivery before accepting them. Such right shall be deemed waived, if not exercised before the stipulated or deemed delivery date as the case may be. In such a case the buyer is prohibited from raising the defence of poor or substandard quality at a later stage.

3.6 The cost of any acceptance last performed, or certification obtained at the request of the BUYER, shall be paid by the BUYER on demand.


4.1 Ownership of the goods shall not pass to the BUYER until payment of the price agreed upon has been made in full. The risk attached to the specific goods shall pass to the BUYER on the conclusion of the contract, and in unascertained goods on their appropriation by the SELLER to the contract.

4.2 For as long as the SELLER retains ownership of the goods delivered:

4.2.1 The BUYER shall have no right to dispose of or part with possession of goods whether by way of sale or pledge or otherwise and in the event of the goods being interfered with any third party the BUYER shall immediately notify the SELLER by way of telephone, fax or e-mail. The costs incurred in any action to prevent the interference will be paid by the BUYER on demand.

4.2.2 The BUYER shall be obliged to insure the goods for the full price against the usual risks and to maintain the goods in good order and condition. The SELLER is hereby authorized to affect such insurance on the BUYER account unless and until the BUYER has compiled with his obligation in terms of this clause and has notified the SELLER thereof in writing, monies received under the insurance policy shall be applied first in payment of the price to the SELLER.

4.3 In the event of the SELLER disposing of the goods in breach of clause 4.2.1, all the SELLER'S rights against any third party, trailing directly or indirectly out of such disposal, are hereby automatically coded to the SELLER in securitatem debiti;

4.4 The BUYER agrees and accepts that all goods delivered are consumables and not capable of returning in lieu of re-funding.


Payment of the price shall be made in full at the principal place of business of the SELLER within 30(thirty) days of the date of delivery of the goods or other period as agreed with the supplier and shall not be capable of set off or any other deduction. Interest shall be charged and payable on all overdue amounts as at the maximum rate chargeable in terms of Usury Act 73 of 1988 for money lending transaction of an equal amount outstanding. Or any or all invoices which form the subject of invoices being factored by the SELLER to any factoring house, those invoices are subject to the ruling interest rate charged by the factoring house. In the event of any late payment, the BUYER hereby accepts full responsibility for such higher interest rate. Currently the applicable rate is 1,2% per night calculated at the outstanding balance compounded daily.


Any action by the BUYER for breach of contract shall be commenced against the SELLER within 3(three) months after the cause of action accrued, but in any event not later than 6(six) months after delivery or tender for delivery as the case may be, failing which the BUYER shall be deemed to have waived its rights. The BUYER shall have no claim whatsoever against the SELLER arising out of any consequential or direct damages suffered by the BUYER, whatsoever and by whomsoever caused. In relation to any of the goods in respect of which the SELLER shall itself be dependent for the purpose of carrying out this contract, upon any contract with any third party, the SELLER may at any time and from time to time for the purpose of giving effect to the determination, or variation of such other contract, determine or vary the terms of this contract by notice in writing in that behalf served on the BUYER.


7.1 The SELLER warrants that all goods sold by it shall be free from defects in materials, under usual and proper use. The total liability of the SELLER under this contract, shall be limited to replacing any defective goods or constituent parts of which the SELLER is notified in writing, within 2(two) weeks of date of delivery or tender for delivery as the case may be. The replacement shall be undertaken free of charge to the BUYER except for delivery charges. This warranty shall not be applicable if the BUYER is in breach of any of the terms of this contract or if alterations or treatments to the goods are carried out by the BUYER or third party without the SELLER's consent, or if a defect is due in whole or in part of misuse of the goods or any cause beyond the control of the SELLER. The onus of proving that the SELLER is liable in terms of the warranty shall rest on the BUYER. In the case of goods or constituent parts obtained by the SELLER from third parties, the liability of the SELLER to the BUYER shall be limited to the liability of the third party to the SELLER, and to the extent that the SELLER can assign its rights in respect of the goods to the BUYER. The above warranty is given and accepted in law of all other expressed or implied warranties. Save as otherwise herein contained, no guarantees, representatives, warranties of undertakings of any nature have been given to the BUYER by the SELLER, or by any other person purporting to act on behalf of the SELLER and the BUYER represents that none other than those contained in this contract, have been made or replied upon.

7.2 Save as set out above, the BUYER shall not have or acquire any other claim against the SELLER, nor shall the SELLER be liable in contract or delict for any general or special damages sustained by the BUYER or third party flowing directly or indirectly from this contract whether due to acts, omissions constituting gross negligence or otherwise of the SELLER or of its employees, agents or invitees or any other person for whom the SELLER may be held liable.

7.3 Tyre Protection Chains (TPC - the goods) or any replacement or part thereof reduces the risk of tyre damage, tyre burnout and or premature wear and tear. Neither the SELLER nor the goods, do not purport to exclude the possibility and or risk of damage and as such makes no guarantee or warrantee in this regard.


8.1 On request of the BUYER, the SELLER shall, to the extent that the SELLER may determine, furnish the BUYER with advice on technical application of the goods, based on its research and experience. All technical information supplied by the SELLER shall be in accordance with its usual standard practice, without any change of the system of measurement or presentation or any other matter. But this shall not relieve the BUYER from determining for himself independently of the advice received from the SELLER, the suitability of the goods for the purpose and processes he requires.

8.2 In the event of there being certain national technical standards applicable to the goods in the Buyer's country of origin, the BUYER shall notify the SELLER of these standards simultaneously with placing the order, and in the event of the BUYER failing to do so timiously the SELLER shall not be liable for any loss sustained or general or special damages suffered by the BUYER, or any third party in consequence of the goods not complying with the standards. The BUYER hereby indemnifies the SELLER against any such claim.


The BUYER hereby chooses domicilium citand et executandi for all purposes in terms of this contract, the address of the BUYER referred to in the BUYER'S order and failing this the address referred to in clause 3.1 being the address to which the goods are to be transported.


No indulgence or extension allowed by the SELLER to the BUYER shall operate as a waiver of any of the SELLER'S rights in terms of this contract. No variation of this contract shall be of any force or effect, unless reduced to in writing and signed by a director of the SELLER.


11.1 Should the BUYER fail to make payment on due date or breach any of the other terms and conditions of this contract (all of which are deemed material), or commit an act of insolvency, or allow a judgment to be entered against it, or be provisionally or finally sequestrated, then the SELLER without prejudice to and in addition to its other legal remedies, shall be entitled without notice to the BUYER;

11.1.1 To cancel this contract or any unfulfilled part thereof without any liability whatsoever to take repossession of all goods delivered and to retain all amounts paid, either as liquidated damages or as security pending determination of its claim for damages; or

11.1.2 To claim payment of the full amount of the contract price or the balance thereof.

11.1.3 Pending payment, to repossess all goods delivered.


12.1 These terms and conditions constitute an integral part of the contract concluded between the parties and constitute the entire contract and supersede prior agreements (written or oral), except as maybe recorded specifically in a written agreement between the parties.

12.2 In this contract, unless inconsistent with the context in which it is used, the following words shall have the under mentioned meaning ascribed to them.

12.2.1 SELLER

The party who has received an order from the BUYER.

12.2.2 BUYER

The party who has requested the quote from the SELLER, submitted an order to the SELLER, or the party to whom the SELLER has submitted this document, or whom has received delivery of the goods, in their personal capacity or on behalf of their employer/s, or the entity who has been invoiced by the SELLER or whomever is responsible for payment.

12.2.3 GOODS

The goods sold by the SELLER to the BUYER in terms of this contract.


The BUYER agrees and consents to the SELLER at its election instituting proceedings in connection with this contract in the Magistrate's Court, having jurisdiction over its person, notwithstanding that the amount of the claim may exceed the jurisdiction of such Court. The BUYER agrees that the contract shall in all respects be governed by, and construed in accordance with the law in the Republic of South Africa. Other matters relating thereto shall be determined in accordance with such law.


In the event of the SELLER incurring legal costs in connection with the enforcement of any of the BUYER'S obligations in terms of this contract, the SELLER shall be entitled to recover all legal costs (including attorney and own client costs) so incurred, from the BUYER.


The invoice price reflected on the Seller’s invoice shall be paid by the Buyer without any deduction and / or set off and in accordance with the terms of payment which the parties hereto might from time to time agree.


16.1 In the event of the Buyer committing any breach of the terms of this agreement, all of which are deemed to be material, the Seller at its option and without prejudice to any of its rights in law shall be entitle to: retake possession of the goods sold and delivered to the Buyer, in respect of which ownership has not passed. Demand that the Buyer immediately make payment to the Seller of all amounts in respect of all goods sold and delivered by the Seller to the Buyer notwithstanding that payment in respect of any such goods might not then be due and payable.

16.2 In the event of the Buyer failing to make payment of any amount on due date the full amount in respect of all goods sold and delivered by the Seller to the Buyer, shall immediately become due, owing and payable.


The Buyer hereby irrevocably and in rem suam cedes, pledges, assigns, transfers and makes over unto and in favour of the Seller, all its right, title, interest, claim and demand in and to all claims of whatsoever nature and description and howsoever arising which the Buyer may now or at any time hereafter have against all and any person, companies, corporations, firms, partnerships, associates, syndicates and other legal personae whomsoever (“Buyer’s debtors”) without exception as continuing covering security for the due payment of every sum of money which may now or at any time hereafter be or become owing by the Buyer to the Seller from whatsoever cause or causes arising and for the due performance of every other obligation howsoever arising which the Buyer may be or become bound to perform in favour of the Seller, it being acknowledged that this cession is a cession in securitatum debiti and is not an out-and-out cession. Should it transpire that the Buyer entered into prior deeds of cession or otherwise disposed of any of the right, title and interest in and to any of the debts which will from time to time be subject to this cession, then this cession shall operate as a cession of all the Buyer’s reversionary rights.


In so far as deferred payment may constitute “granting of credit”, the credit facilities may be withdrawn by the Seller at any time without prior notice.


A signed Delivery Notice shall constitute sufficient proof that the goods have been delivered and received by the Buyer in good condition, whether signed by the Buyer, an employee, an agent or represent6ative of the Buyer. A certificate sworn to before a Commissioner of Oaths by a Director or Manager of the Seller shall constitute conclusive proof of the indebtedness and the amount thereof owing by the Buyer to the Seller at any time and shall, for all purposes, be binding on the Buyer.


The Buyer undertakes to notify the Seller in writing, any change of details, including change of ownership, name or address. Such change shall in no way derogate from the buyer’s liability to the Seller.


Each director of a company, member of a closed corporation, trustee of a trust, partner of a partnership, and or the persons requesting the quote, placing the order or receiver of the goods, hereto on behalf of the Buyer hereby bind himself/themselves as surety/ies and co-principal debtor/s in solidium unto and favour of the Seller in respect of all the obligations of the Buyer in terms hereon and furthermore hereby agree and undertake to be bound by the terms and conditions of this agreement mutatis mutandis.


The Buyer acknowledges that the manufacturing and supply of tyre protection chains are indeed a specialized field. That employees of the Seller, service providers to the Seller and director/s of the Seller are trained and exposed to all company trade secrets in a very limited market. The Buyer undertakes, not to contract with any employee, service provider or director or ex-director outside the scope of this supply, directly or indirectly in any way or form relating to the service and or trade of tyre protection chains (or any other name under which it may be marketed). Should the Buyer be made aware of this infringement and refuse to rectify the infringement by actively cancelling contract with the ex-employee, employee, (ex-)service provider or director or ex-director, or their associating entities within 7 days of having been notified in any form or shape, shall be liable to the Seller liquidated damages in the amount of R500,000-00 (Five hundred thousand Rand), for every such infringement. This amount is accepted as reasonable and agreed to as the actual damages suffered by the Seller, or as punitive measures against the infringing Buyer. The Buyer waives any defence it may have had in law in this regard. Should the Seller finds need to act against the buyer on this infringement, the Buyer will be liable to the Seller all legal costs on an attorney-own-client-scale. The Seller undertakes to uphold this agreement towards the Buyer mutatis mutandis.


If any part of this agreement is found by a court of law to be contra bones mores or unenforceable, then only, and only such paragraph shall be deemed to be severable from the remainder and unenforceable whilst the remainder of the contract shall remain intact and enforceable.

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