1. Preliminary

These Sale Terms apply to the agreement (the “Agreement”) between Masterparts (Pty) Ltd (company number 1965/002391/07, VAT number 4350101848 and registered address at 26 Christian Avenue, Epping 7460, Cape Town) (together with its affiliates, franchises and branches, “Masterparts”, “we”, “us” or “our”) and the party ordering Goods from Masterparts (“Customer”) for the sale and purchase of goods (“Goods”) to the exclusion of any other terms that Customer seeks to impose or apply or which may be implied. We may revise these Sale Terms from time to time without notice. Customer should read these Sale Terms carefully. Headings are inserted for convenience only and shall not affect the interpretation of the Agreement.

2. Orders

Each order constitutes an offer by Customer to purchase Goods in accordance with these Sale Terms and shall only become binding on the parties once accepted by us in writing or once the order is fulfilled by us. We may, in our sole discretion, accept orders and accept requests by Customer to amend or cancel orders, which acceptance shall only be valid if in writing.

3. Representations of Goods

Images, technical data, descriptions and dimensions of Goods are obtained from our suppliers and/or the relevant manufacturer and are provided for illustrative purposes only. Whilst all reasonable efforts are made to accurately reflect and describe the Goods, no guarantee, warranty or undertaking is given in respect of the completeness or correctness of such images, data, descriptions and dimensions. We shall also not be liable to fulfil an order based on any errors of whatsoever nature in relation to the representation or price of Goods or delivery charges.

4. Price and Payment

The price of the Goods shall be our list price for the Goods prevailing on the date of delivery or on the date of quotation. Quotations are only valid for 30 days. Pricing is based on EXW terms (Incoterms 2020) and excludes value added tax or any similar sales tax, which shall be payable by Customer. We may increase prices at any time without notice. Unless otherwise agreed by us in writing, Customer shall pay for Goods in advance of delivery. Where credit terms have been agreed, payment is due within 30 days from the date of statement or earlier as agreed and our Account Terms and Conditions shall also apply. Time for payment shall be of the essence, and no payment shall be deemed to have been made until we receive payment in cleared funds. Without prejudice to any other right or remedy, we reserve the right to set off any amount owing by Customer to us against any amount owing by us to Customer. Customer shall not be entitled to assert any credit, set-off, counterclaim or withholding against us, whether in whole or in part. Without limiting any other right or remedy, we shall be entitled to charge interest at the rate of 18% per annum (or, if lower, the maximum rate of interest permitted by applicable law) on all overdue amounts, calculated daily and compounded monthly from the due date until the date of payment, whether before or after judgment.

5. Reversal of Discount

All discounts offered to wholesale Customers are conditional on payment in full by the due date. If any amount owing by a wholesale Customer is not paid in full by the due date for any reason whatsoever, then the applicable wholesale discount that has been applied to the prices charged to Customer shall be forfeited and the amount owing by Customer to us shall be increased so as to revert to the full retail price applicable at the date of purchase.

6. Delivery

For wholesales customers, Goods can be delivered to the physical address registered against Customer’s account. Please note that it may not be possible for us to deliver to some locations. If this is the case, we will advise you at the time of or as soon as reasonably practicable after the order is placed and we will arrange for cancellation of the order or delivery to a different delivery address. Orders will be processed and dispatched subject to receipt of payment or credit terms being agreed and delivery address details being correct. We reserve the right to deliver in instalments. If unique delivery instructions are provided to us or the road freight company, for example, for the order to be left with a security guard or with a neighbour, this will be at Customer’s risk. We deliver Goods free of charge within the delivery area of each branch.  Details of our delivery areas are available on our website at www.masterparts.com or can be obtained on request at our branches. We deliver between 8am and 5pm on weekdays and between 8am and 12pm on Saturdays. No deliveries are made on Sundays or public holidays. Customer will be required to sign for delivery and the Customer’s representative may be asked to provide a valid form of identification when the order is received. If COD terms apply, the exact amount needs to be paid as our drivers are not able to provide change. Deliveries outside of our delivery area will be handled by a road fright company arranged by us. All road freight fees will be charged at standard rates. Insurance of Goods delivered by road freight is Customer’s responsibility as Goods are consigned at Customer’s risk. If Customer is not available to take delivery of the order or, if COD terms apply, Customer is unable to pay for the order in full at the time of delivery, the order will be returned to us, and we will charge a delivery fee of R75 to Customer’s account to cover costs incurred in attempting to deliver your order. A Sales Representative will call you to discuss the situation, and you will then need to collect your order or make payment in advance of any further delivery attempt, which will be in our sole and absolute discretion. If we are unable to contact you, despite all reasonable attempts to do so, we reserve the right to cancel your order.

7. Liability for Delivery

While we are firmly committed to a quick and efficient delivery service within our delivery areas (same day or, depending on the time of the order, the next day), we are unable to guarantee delivery times. Accordingly, delivery times are approximate only and we shall under no circumstances be liable for any losses, liabilities, costs, damages, charges or expenses suffered or incurred by a delay in delivery.

8. Risk/Title

Risk in the Goods shall pass to Customer on delivery to Customer or to the road freight company, as the case may be. After risk passes, we will not be liable for any loss or destruction of the Goods. Title to the Goods shall not pass to Customer until we have received payment in full and cleared funds for the Goods. Without limiting any of our rights or remedies, we may at any time before title passes require Customer to deliver up the Goods and, if Customer fails to do so promptly, enter any premises of Customer or of any third party where the Goods are stored in order to recover them.

9. Warranty

All components, parts, equipment and related goods are sold subject to the implied warranty of the Consumer Protection Act of 2008, to the extent that the customer is a consumer as defined in the Act. We warrant that the Goods shall be free from material defects. All other warranties or conditions (whether express or implied) as to quality, condition, description, compliance with sample or fitness for purpose (whether statutory or otherwise) other than those expressly set out in the Agreement are excluded to the fullest extent permitted by law. It is essential that all Goods are fitted or installed by a suitably qualified technician. Proof of compliance is Customer’s responsibility prior to any claim under our warranty being considered. Proof of failure of an electrical or electronic item must be accompanied by a certificate from an independent testing facility or a printout from a diagnostic machine to substantiate the claim. Failure to provide this is an inference that the fitment or installation was done without the correct/necessary equipment and shall void any claim. In respect of any Goods which we agree are defective, we shall, at our election and as Customer’s sole remedy, repair the Goods or supply replacement Goods or grant to Customer a refund or credit equal to the price paid for the Goods, in which event we shall be deemed not to be in breach of the Agreement or have any liability to Customer for the defective Goods. In each case, Customer shall, upon request, allow us an opportunity to inspect the Goods or return the Goods (unaltered) to us for inspection as soon as possible and Customer’s failure to do so shall constitute acceptance of the Goods and a waiver of all claims by Customer in relation to the Goods. Our obligations hereunder shall not be enforceable until the Goods have been paid for in full.

10. Returns

When you receive your order, it is important that you check to make sure that the items you have received match your order, are not damaged or defective and are in good condition. You should let us know immediately if there is a problem with your order. If you are not satisfied with any Goods, for any reason, or if the Goods do not match your order, you may return the Goods to us within 10 business days of purchase/delivery, and we will either exchange or replace them or provide a full refund. We may, in our sole and absolute discretion, consider returns after 10 business days, subject to the charging of a restocking fee equal to 15% of the price of the Goods. If the Goods are defective, you may return the Goods to us within 6 months of purchase/delivery, and we will either exchange or replace them or provide a full refund. In all cases, for Goods purchased in-store, please return the Goods to the branch of purchase. You will need to present your invoice in-store. Otherwise please contact a Sales Representative to arrange the return. Return freight is to be paid by Customer. Please provide as much information as you can about the issue, including your invoice number and details of the Goods. Exchanges and replacements are provided subject to stock availability. Refunds are issued in cash or to the credit card used for the original purchase or as a credit against Customer’s account.

11. Return Eligibility

To be eligible for a return Goods must be returned within the applicable return period and must be unopened, unused, in their original packaging and in a condition suitable for resale.  Please note that we cannot accept returns of electrical or electronic Goods or Goods without their original packaging or which have been fitted, opened or had their security seal (if any) broken or Goods which have been damaged such that they are unsaleable.

12. Breach

If Customer breaches any of these Sale Terms or the Account Terms and Conditions (including without limitation a failure to pay any amount by the due date), then, without prejudice to any of our rights and remedies, all amounts owing by Customer to us, whether or not then due and payable, shall thereupon immediately become due and payable and we shall have the right at any time to: (a) suspend further deliveries of Goods; (b) revoke or alter credit terms; and/or (c) terminate any or all orders and agreements between us and Customer. If we instruct our agents or attorneys to recover monies from Customer, Customer shall be liable for all agency debt collection fees and/or legal costs on the attorney and own client scale, including collection commission and tracing fees, which may be incurred by us.

13. Limitation of Liability

In no circumstances whatsoever shall our liability under the Agreement exceed the price of the Goods to which the claim relates. We shall not be liable, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for any indirect, special or consequential loss or damage, any loss of data, equipment or property, economic loss or damage, liability for loss or damage suffered by third parties (including in each case incidental and punitive damages) or any loss of actual or anticipated profit, interest, revenue, anticipated savings or business or damage to goodwill, even if we are advised in advance of the possibility of any such loss or damage. We shall not be liable for damage or defects arising from Customer’s use, misuse, alteration or repair of the Goods, fair wear and tear, wilful damage, improper storage conditions or accident or negligence by Customer or any third party. We shall not be liable for any incorrect order or any error in the information that you provide to us (for example, an incorrect delivery address) and we shall not be liable for a defect in the Goods unless it is notified to us in writing within 6 months after the date of purchase/delivery or, for incomplete delivery, shipment errors or damage to or loss of all or part of the Goods in transit (where the Goods are carried by our own transport or by a carrier on our behalf), unless it is notified to us in writing within 10 business days after the date of purchase/delivery. If Customer fails to give written notice as required, then the Goods shall conclusively be presumed to comply with the Agreement and accordingly Customer shall be deemed to have accepted the Goods in question and we shall have no liability to Customer with respect to that delivery of Goods.

14. Indemnity

Customer hereby indemnifies Masterparts, its affiliates and franchises, and its and their directors, officers, employees, agents and contractors in full against all claims, losses, liabilities, damages and expenses (including legal and other professional fees and expenses) arising as a result of or in connection with Customer’s purchase, use or resale of the Goods.

15. Force Majeure

Delay in our performance or our failure to perform shall be excused to the extent caused by circumstances beyond our reasonable control (including without limitation acts of God, fire, flood, earthquake, explosion, accident, epidemic, pandemic, war, threat of war, civil disturbance, riot, terrorism, lock-outs, strikes or other labour disputes, interruption of facilities, utilities or transportation and governmental actions).

16. Confidentiality

Customer shall keep in strict confidence and shall not disclose to any third party the terms of the Agreement (including without limitation the price of the Goods) and all proprietary and/or confidential information disclosed by or relating to Masterparts and including without limitation such information viewed on or obtained from the Masterparts online customer portal located at https://online.masterparts.co.za.

17. Data Protection

We collect and process personal information as described in our Privacy Policy, which can be viewed at www.masterparts.com/privacy-policy and we are aware of our obligations under the Protection of Personal Information Act in relation to such collection and processing. By submitting your personal information to us, and by submitting orders for Goods, you consent to the collection and processing of your personal information as described in our Privacy Policy and for other lawful purposes in connection with our relationship with you. Your personal information is supplied voluntarily, and it is acknowledged that the supply and processing of your personal information is necessary for the purposes of our relationship with you. You are notified that you have the following rights with regard to your personal information: (a) the right to access the information at any reasonable time for purposes of rectification thereof; (b) the right to object to the processing of the information (however, such objection may result in the termination of our relationship with you as the personal information is required for valid reasons); and (c) the right to lodge a complaint with the Information Regulator. IF YOU DO NOT AGREE TO THE ABOVE OR TO OUR PROCESSING OF YOUR PERSONAL INFORMATION, YOU SHOULD NOTIFY US IMMEDIATELY.

18. Governing Law and Jurisdiction

The Agreement shall be governed by and construed in accordance with South African law. The parties irrevocably submit to the exclusive jurisdiction of the South African courts; however, we may take proceedings against Customer in any other court of competent jurisdiction. We shall be entitled, but not obliged, to institute any legal proceedings in any Magistrate’s Court having jurisdiction notwithstanding that the amount for which the action is instituted is beyond the jurisdiction of that court.

19. Miscellaneous

(a) These Sale Terms and the Account Terms and Conditions are the whole agreement between the parties relating to their subject matters. (b) No amendment or variation of the Agreement shall be effective unless agreed to by us in writing. (c) A waiver of any right or remedy under the Agreement is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No course of dealing or failure or delay by a party to exercise any right or remedy provided under the Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy. (d) Customer shall not, without our prior written consent, assign, transfer or delegate the Agreement or any of its rights or obligations under the Agreement or purport to do any of the same. (e) If any court or competent authority finds that any provision of the Agreement (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted and the validity and enforceability of the other provisions of the Agreement shall not be affected. (f) Nothing in the Agreement is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between the parties, nor constitute either party the agent of the other party for any purpose. (g) Customer chooses its physical address and any other address as Customer may specify in writing to us as its domicilia citandi et executandi for all purposes in connection with the Agreement. (h) A person who is not a party to the Agreement shall not have any rights under or in connection with it.