STANDARD TRADING TERMS AND CONDITIONS OF SMITH & NEPHEW (PTY) LTD FOR DIRECT PURCHASES
The direct supply of any goods to any customer by Smith & Nephew (Pty) Ltd (“S&N”) is subject to these standard trading terms and conditions (“STCs”). The customer’s standard or other trading terms and conditions do not apply and these STCs shall supersede and prevail over such terms. By ordering goods from S&N, the customer is deemed to accept these STCs. S&N may amend these STCs at any time without notice to the customer. If the customer orders any goods from S&N after these STCs have been amended, the amended STCs will apply to any order submitted following the amendment of the STCs.
The prices of the goods which the customer orders are the prices on S&N's price list at the time when S&N accepts an order. The prices exclude Value Added Tax ("VAT"). Unless otherwise agreed with the customer in writing, S&N may change its prices upon written notice to the customer.
Orders will only be accepted for values in excess of R1000.00 and will be supplied in complete units (multiples) of the minimum order quantities reflected in the price list. Customer shall be responsible for ensuring the accuracy of each purchase order. S&N shall, acting reasonably, be entitled to reject a purchase order for reasons including without limitation if a purchase order does not comply with the required format or customer is late in payment in respect of any previous purchase order.
S&N shall send to the Customer a tax invoice in respect of the goods ordered by the customer. It shall be deemed to have been received on the day of delivery in respect of by hand or courier delivery and received on the day following the date of transmission if sent by email or fax, or within six (6) days after the date of posting, if sent by ordinary mail. S&N shall send to the Customer a tax invoice in respect of the goods ordered by the customer. It shall be deemed to have been received on the day of delivery in respect of by hand or courier delivery and received on the day following the date of transmission if sent by email or fax, or within six (6) days after the date of posting, if sent by ordinary mail.
S&N does not accept any risk relating to payments. If payment is made by cheque or electronic funds transfers (“EFT”), it is the customer's responsibility to ensure that the payment is received by S&N. The customer's liability to S&N will only be discharged when S&N receives as freely available funds in its bank account the full amount due. EFT payments must be made to Smith & Nephew (Pty) Ltd: Standard Bank, Pinetown Branch IBT 04-56-26 Account No. 250 302 020. Payment will be due and payable in accordance with the terms of each invoice.
If S&N or its carrier delivers the goods to the customer, delivery takes place when the customer begins unloading the goods at the delivery address set out in its order. If the customer or its carrier collects the goods from S&N's premises, delivery takes place when the customer or its carrier begins loading the goods on collection at S&N's premises. Although S&N will try to deliver the goods to the customer by the delivery date requested in the customer's order, S&N is not bound to do so. S&N is not liable for any loss or damages of any nature which the customer may suffer as a result of any delay in the delivery of the goods which the customer has ordered. The customer is not entitled to cancel an order as a result of any delivery delay.
OWNERSHIP OF GOODS:
Ownership of and title to all goods supplied remains vested in S&N until such time as S&N has received full payment of the whole price of such goods.
The risk in and to the goods passes to the customer on delivery.
S&N will not consider any claims for incorrect quantities delivered unless S&N receives those claims within three (3) business days after delivery of the goods to the customer. S&N reserves the right to discontinue goods or to change specifications, designs, prices, or the terms and conditions of sale at any time.
S&N products are warranted to conform in all material respects to S&N’s standard specification in effect at the time of delivery to customer for the S&N standard warranty period (as may be amended from time to time). Please contact your S&N representative to confirm such warranty periods. For goods supplied by S&N which are manufactured by a third party, the manufacturer’s warranty (if any) will apply and S&N shall not be liable for any defect in relation to such goods. For any S&N product found to be defective during the warranty period, this warranty provides and is restricted to, as elected by S&N, either: (i) repair or replacement of such product without charge and within a reasonable period of time; or (ii) a refund or credit in the amount of the purchase price of such product. This warranty does not cover and is voided by any of the following: (i) products packaged or labeled by someone other than S&N or its authorized agents; (ii) products not used in compliance with the specifications, instructions or claims for use of the products; (iii) damage due to misuse, reprocessing, alteration, unauthorized repair or negligent handling or damage due to lack of care by the owner, user, or handler of the products including but not limited to storage, handling or cleaning; and (iv) any other damage inflicted to products by the owner, user or handler. This warranty applies only to the original purchaser from S&N or its authorized distributor and is not transferable. THIS WARRANTY IS THE SOLE WARRANTY OF S&N. ALL OTHER WARRANTIES OF ANY KIND OR DESCRIPTION WHATSOEVER, INCLUDING WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR PURPOSE, EXPRESSED OR IMPLIED, ARE EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW.
LIMITATION OF LIABILITY:
Except as set out in the paragraph titled “LIMITED WARRANTY”, S&N will not be liable for any losses, whether arising from breach of contract, tort (including negligence) or otherwise, and whether or not flowing directly, indirectly or as a consequence of such breach, tort or other cause. This includes without limitation loss of profit or anticipated savings, loss of anticipated profit, economic loss, loss of data, wasted expenditure and loss of reputation or goodwill
No goods may be returned to S&N without prior written authorisation of S&N's sales representative. S&N reserves the right to levy a handling fee of 5% of the invoice value in cases related to customer error. This handling fee may be increased to 15% of the invoice value where goods are returned without the prior written authorisation of S&N's sales representative. Goods which carry expiry dates may not be returned unless they are received by S&N a minimum of six (6) months prior to the expiry date thereof.
SERVICING AND REPAIR:
Any requests for repairs and servicing must be notified to your S&N customer service representative in writing. Servicing and repairs shall be conducted in accordance with S&N’s policies and procedures (as may be amended from time to time).
You agree to comply with all applicable laws in connection with product pricing, including all standards applicable to disclosure and reporting the existence and terms of discounts to any applicable governmental authority, agency or similar body.
S&N’s credit terms are strictly 30 days from date of statement.
The credit limit granted to you by S&N is within S&N's discretion. If you require your credit limit to be increased, you may provide S&N with a written request to that effect, including the credit limit which you require. S&N is not obliged to increase your credit limit to the extent requested, or at all. S&N may decrease your credit limit or stop granting you credit if you do not purchase any goods from S&N on credit for a continuous period of 180 days.
You breach these STCs if:
- you fail to pay any amount that is owing to S&N on due date;
- any material information disclosed in any application for credit facilities with S&N is incorrect, or you fail to make full disclosure of the required information;
- you commit an act of insolvency as defined in the Insolvency Act 24 of 1936, as amended or replaced from time to time, or, what would be an act of insolvency if committed by a natural person;
- any application is lodged to liquidate or sequestrate you.
Without prejudice to any of its other rights, if you breach the STCs, then S&N may:
- immediately stop granting you credit;
- suspend any deliveries to you and immediately take the necessary steps to recover all amounts owing to S&N, irrespective of whether or not they are then due;
- terminate its business relationship with you.
In the event of S&N incurring any legal costs as result of a sale transaction, whether or not action is instituted, the customer undertakes to pay on demand all costs incurred by S&N as between attorney and own client and in the case of late payment, a collection commission at the rate of 10% of each amount paid by the customer after S&N has instructed its attorneys.
The customer consents to the jurisdiction of the Magistrate's Court in respect of any action instituted by S&N arising out of this contract, even if the nature of the claim concerned exceeds the jurisdiction of that court.
Please direct all price or delivery related queries to the S&N Customer Services Department by phone on toll free 0800 002898 or fax toll free 0800 331150 within three (3) days of receipt of goods.
Please direct product related questions or suggestions to the S&N Customer Care Department on telephone (031) 242 8111, fax (031) 242 8120, www.smith-nephew.com/south-africa or in writing to P.O. Box 92, Pinetown, 3600
PLEASE NOTE: If the customer is an individual or a company, CC, partnership, trust or other association of persons which has an annual turnover or asset value BELOW R2 MILLION, such customer may have the rights set out in the Consumer Protection Act, 2008. In this case, these STCs shall be deemed to have been amended to the extent required by law to comply with Consumer Protection Act, 2008.
PLEASE MAKE SURE THAT YOU HAVE READ AND UNDERSTOOD THE PROVISIONS OF THESE STCS AND IN PARTICULAR, THE PROVISIONS WHICH HAVE BEEN SPECIFICALLY DRAWN TO YOUR ATTENTION.