Business Service terms
These terms and conditions of distribution services are the standard Aveade terms which form part of the Aveade Seller Centre and or Seller Portal service and other related Aveade services. Agreement which is entered into by a customer who purchase goods from Aveade, and no alterations or additions may be effected unless agreed to by both parties, reduced to writing and signed by the Customer and a duly authorised representative of Aveade; Aveade may supply goods and/or services and references to “goods” shall include “services”, "distribution service" except where the context indicates otherwise. Use and resale of the goods shall constitute acceptance of the goods, without prejudice to the Customer’s rights (if applicable) to return the goods under the Consumer Protection Act (CPA), within 30 (thirty) days from the date the goods have been received or collected. By using Aveade Seller Centre or Aveade Seller Portal and Aveade.com website or mobile Application, you agree and granted access to access and purchase goods supplied by Aveade, this include but not limited to physical goods and or digital products and services that form part this agreement.
1. Description of service
1.1 The goods supplied by Aveade may or not include manufacture's warranty, in this case Aveade will honour the warranty of the goods supplied to the customer. The goods can be for business use and resale. Warranty of the goods is not transferable from party to party. Only the customer who purchased the goods has the right for the warranty of the goods provided the goods are were used directly by them. Aveade Distribution services include but not limited to product procument, distribution of goods, and technical support offered for goods supplied.
1.2 Aveade is an indenpendent company and may or may not have direct relationship with any of the manufacture of the goods it supply to the customer. By using Aveade Seller Centre and or Aveade.com and any other Aveade related services, which form part of this agreement, Goods supplied by Aveade must be returned directly to Aveade within speicified period unless specified otherwise.
2. Prices & Additional Order information
2.1 All quotes will remain valid for a period of 7 (seven) days from the date of the quote or until the date of issue of a new
price, whichever occurs last. After 7 (seven) days, price is subject to availability and to any increases in the cost price, including currency fluctuations affecting Aveade prior to dispatch of goods.
2.2 In the absence of a quote, the Customer agrees to the standard prices of Aveade for any goods, as published in its ruling price list.
2.3 Orders may be placed telephonically, by messages or through the use of Aveade Digital products but Aveade reserves the right to require written confirmation of any order. Telephonic orders may be recorded, and message orders may be accessed via the method of communication that was used where applicable.
2.4 Only written variations to and cancellations of orders will be accepted, provided that variations and cancellations will not be accepted if the goods have been dispatched (from source) or collected or delivered (to the Customer or the Customer’s representative) and the Customer remains liable in this case for the full price of the goods and any other charges that may apply. Where orders are cancelled and the cancellation is accepted, Aveade may charge an administration fee in its discretion.
3. Fit for purpose:
3.1 It is Aveade intention to make goods available that are free of defects, of a high quality, usable and durable. It is the responsibility of the Customer to determine that the goods or services ordered are suitable for the purpose of intended use, except where the CPA applies, In case goods are not suitable for the purpose, they must be returned to Aveade by the customer within 30 days of receving the goods, this applies only for the goods supplied directly by Aveade. No return of goods will be accepted after 30 days where the customer's service is complete and the customer has not returned the goods within 30 days.
3.2 On delivery, the Customer should always confirm that the goods and services on the tax invoice issued duly represent the goods ordered by the Customer at the prices agreed to by the Customer and that the Customer is satisfied that these conform in all respects to the quality and quantity ordered. The customer agree to replacement with alternative of goods in case other goods are out of stock and it's availability to be in stock is unknown.
3.3 If the goods are not fit for the purpose for which they are intended, or if they later are found to be defective or hazardous or unsafe or if they fail to work properly or at all and the Customer is protected by the CPA, then the Customer may return the goods to Aveade Group for exchange within 6 (SIX) months of the date on which they were bought. Customers may not return goods that have been taken apart, listed for sale, used, or damaged in any way.
4. Delivery Method:
4.1 Any delivery notes or waybill or job card (copy or original) signed by the Customer or the Customer’s representative shall be prima facie proof that delivery was made to the Customer.
4.2 Any collection note by the customer with sufficient proof that the goods have been collected by the customer or the customer's representative serves as the proof the goods have been collected by the customer.
4.3 Aveade shall be entitled to:
(a) split the delivery of goods ordered as to the quantities and dates, with the prior consent of the Customer, which consent shall not be unreasonably withheld; and
(b) invoice each delivery actually made separately at the Customer’s request.
4.3 The risk of damage to or destruction of goods is passed to the Customer on signature of the delivery receipt upon delivery to the Customer or the Customer's representative.
4.4 Aveade may engage a third party on its behalf to deliver goods to Customers. If a Customer chooses to collect the goods or nominates a third party to effect delivery to it (third party delivery), the Customer indemnifies Aveade against any claims of whatsoever nature that may arise either directly or indirectly from the third party delivery.
4.5 If a Customer is in arrears, Aveade may delay delivery without liability, until such time as the Customer has settled its account in full.
4.6 Where the CPA applies, the Customer may determine the date and time for delivery and Aveade will use its reasonable commercial endeavours to deliver at the time and on the date selected.
5. Intellectual property:
The Customer acknowledges all copyright, trademarks and patents comprised in the goods registered or unregistered and whether pending or final in Aveade or the manufacturer or licensee, as the case may be, (Aveade IP) and shall not duplicate material containing Aveade IP or the Aveade IP itself, nor use the Aveade IP in any way without Aveade’s prior written consent.
6. Warranties and repairs:
6.1 The terms in this clause 6 apply unless the CPA provides otherwise.
6.2 New goods are guaranteed according to the manufacturer's product-specific warranties only and all other guarantees and warranties including common law guarantees are hereby specifically excluded. Services carry no guarantee. Some parts of the goods may not be warranted, such as batteries.
6.3 Except where the CPA applies, Aveade’s liability under warranty is restricted to the cost of repair or replacement of faulty goods or services or granting of a credit at the sole discretion of Aveade. All guarantees are immediately null and void should any goods or equipment forming part of goods be tampered with, damaged (by water or otherwise) or should the seals on goods or equipment comprised in goods (being seals within the goods and not on the packaging) be broken by anyone other than Aveade or its appointed nominee, or should the goods be operated outside the manufacturer's specifications. Guarantees do not apply for fair wear and tear. To be valid, guarantee claims must be supported by the original tax invoice and the goods in the original packaging of the goods and with all accessories and manuals included. All items must be returned in an "as new" condition, fair wear and tear excepted.
6.4 It is the duty of the Customer to return any defective goods to the premises of Aveade or its nominee at the Customer's own cost.
6.5 No claim under guarantee will be accepted unless the Customer has, within 7 (seven) days of the alleged defect or failure of
the goods, notified Aveade of the defect or failure and within a further 14 (fourteen) days, returned the goods to Aveade as set out above.
6.6 In the case of repairs undertaken by Aveade, repair times given are merely estimates and are not binding on Aveade. Aveade shall not be liable for any loss or damage of whatsoever nature which the Customer may suffer as a result of any unforeseen costs in relation to repairs, and/or delayed repairs. Aveade will use its reasonable commercial endeavours to repair faulty goods with the minimum delay and cost. Aveade shall not charge for a quote for repairs.
6.7 Clause 3 shall take effect where the CPA applies in relation to returns. In this case, repairs and replacements are guaranteed
for 3 (three) months.
7. Liability:
7.1 Under no circumstances will Aveade be liable for any consequential or indirect damages or loss of profit or for any delictual liability of any nature whatsoever, unless a claim for economic loss or damage to physical property, or for illness or death results directly from the supply of goods by Aveade that are of inferior quality, unsafe, hazardous or defective.
7.2 In this case, Aveade or its representative shall, at the Customer’s election and in addition to paying proven damages, refund, replace or repair defective, failed or unsafe goods.
7.3 Aveade will not be liable for any damage to goods or consequential damage resulting from misuse or abuse of the goods.
7.4 Aveade will not be held liable for any goods purchase for resale that the customer is unable to sell. The customer is required to make the payment as agreed to according to the terms and condition between Aveade and the customer.
8 Payment:
8.1 All goods supplied by Aveade must be paid off according to the payment terms and period stipulated in the invoice, purchase order, quotation or statement of bill of account.
8.2 The Customer agrees to pay the amount on the tax invoice to Aveade by way of:
(a) EFT (Electronic Fund Transfer), if the Customer has not been accepted for credit terms (cash customer); or
(b) if the Customer is a credit customer, within the terms agreed with Aveade.
8.3 The Customer has no right to withhold payment for any reason whatsoever and agrees that no extension of time to make
payment of any nature will be extended to the Customer unless agreed to by Aveade, reduced to writing and signed by the Customer and a duly authorised representative of Aveade. The Customer is not entitled to set off any amount due to the Customer by Aveade.
8.4 The Customer agrees that the amount due and payable to Aveade for any reason may be determined and proven by a certificate issued by any independent auditor or party appointed by Aveade whose capacity it shall not be necessary to prove. Such certificate shall be binding and shall be prima facie proof of the indebtedness of the Customer. Any printout of computer evidence tendered by any party shall be admissible evidence and no party shall object to the admissibility of such evidence purely on grounds that such evidence is electronic evidence.
8.5 The Customer agrees that a late payment penality fee of R120 (ONE HUNDRAD AND TWENTY RAND) plus interest of shall be payable on any moneys due to Aveade at 4.5% (four point five percent) interest rate above the prime overdraft rate quoted by South African Banks at the relevant time, which interest shall be calculated on a daily or monthly balance and capitalized monthly from the date the invoice was due for payment.
9 Surity:
This Surety Agreement (“Agreement”) is made and entered into as date the customer signed manual document(s) or during the acceptance of the terms when registering business account for using Aveade digital platforms or any of it's sevices, by and between:
9.1. Customer, seller, or vendor, a corporation organized and existing under the laws of the Republic of South Africa and or international laws, with its principal office located the address as shown on the official registered documents of the company in position with Aveade provided by the authorised or owner of the corpany entering into an agreement with Aveade Group, at the time of the acceptance of agreement, and
9.2. It's director(s) and or owner(s), an individual residing at the address presented by the authorised director(s), or the business owner(s).
Recitals
The Company agreed to the Surety to provide a personal guarantee from it's director(s) or owner(s) for the obligations of the Company; and
Agreed to provide such a guarantee on the terms and conditions set forth in this Agreement and any other part of agreement in place set out by Aveade Group which form part of the terms of using Aveade products, services, and other related activities under this agreement.
9.2.1. Agreement
(a). Guarantee
The Surety hereby unconditionally and irrevocably guarantees to the Company the due and punctual performance of all obligations of the Company, including but not limited to the payment of all debts, liabilities, and other obligations, whether now existing or hereafter arising.
(b). Scope of Liability
The liability of the Surety under this Agreement shall be unlimited and shall include, without limitation, all principal, interest, costs, and expenses (including reasonable attorneys’ fees) incurred by Aveade Group (Pty) Ltd in enforcing its rights under this Agreement.
(c). Duration
This Agreement shall remain in full force and effect until all obligations of the Company have been fully performed and satisfied.
(d). Waiver of Defenses
The Surety waives any and all defenses, set-offs, and counterclaims that may be available to the Company in respect of the obligations guaranteed hereunder.
(e). Entire Agreement
This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral, relating to such subject matter.
(f). Amendments
No amendment or modification of this Agreement shall be effective unless in writing, signed or accepted by the party entering into a binding agreement with Aveade Group (Pty) Ltd. Amendments may be either accepted manualy or online during the use of any of Aveade Group (Pty) Ltd services.
(g). Severability
If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be severed from this Agreement, and the remaining provisions shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first acceptance of the terms of service offered by Aveade Group (Pty) Ltd.
10 Breach:
10.1 The Customer shall be in breach of this agreement if:
(a) an account is not settled in full against order if the Customer is a cash customer; or
(b) an account is not settled within the agreed period if the Customer is a credit customer; or
(c) the Customer commits a breach of any other of these conditions; or
(d) being an individual, is provisionally or finally sequestrated or surrenders his estate, or being a partnership, is being dissolved, or being a company or close corporation is placed under a provisional or final order of judicial management or
liquidation; or
(e) compromises or attempts to compromise generally with its creditors; or
(f) if an order of a competent court is issued against the Customer which relates to a matter of payment or corporate status.
10.2 In each of these events Aveade shall give the Customer 14 (fourteen) days’ written notice to remedy the breach,
failing which Aveade may immediately institute action against the Customer at the sole expense of the Customer; or cancel the agreement with the Customer by giving the Customer written notice to that effect; and in each case, claim direct damages.
10.3 Furthermore, Aveade shall be entitled to immediately suspend any delivery, withold any funds, restrict or suspend access to any of Aveade Digital Services used by the customer or any additional services while the Customer is in breach of any of the terms of this agreement.
10.4 These remedies are without prejudice to any other right Aveade may be entitled to in terms of this agreement or in law.
10.5 Aveade shall be in breach of this agreement if it fails to deliver the goods ordered by the Customer, or a reasonably equivalent product, without unreasonable delay, or if Aveade fails to comply with any other obligation under this agreement.
10.6 The Customer shall give Aveade 30 (thirty) business working days’ written notice to remedy the breach, failing which the Customer may cancel an order if the breach relates to an order and claim a refund of all monies paid in advance; or in any other case, invoke all such rights as are open to it under this agreement or in law.
11 Jurisdiction:
11.1 This agreement shall be interpreted and applied in accordance with the law of the Republic of South Africa, where there is confusion or misunderstanding, or if the terms of service conflict with other Aveade terms of service in relation to the usage of in case where these terms apply, the customer must contact Aveade legal representatives to explain any part of these terms prior accepting and or using any of Aveade Services.
11.2 The parties consent to the jurisdiction of the Magistrates Court for the district of Randburg for any matters falling within the ambit of the Magistrates Court, failing which the parties consent to the jurisdiction of the High Court of South Africa, South Gauteng Division.
12 Additional provisions:
12.1 No indulgence by either party in favour of the other will affect the terms and conditions or any of the rights of the party granting the indulgence, and such indulgence shall not constitute a waiver of the relevant party’s rights .
12.2 Any document or notice sent by one party to the other will be deemed to have been received within 3 (three) working days if sent by prepaid registered mail, direct communication channel used by the customer such as WhatsApp, or physically delivered to the address of the customer and accepted by anyone in the premises of the customer who is above the age of 18 years of age, or to its registered address if a Company, and to the address shown above of Aveade invoices and statement with the customer's bill of Address; within 48 (forty-eight) hours if sent by overnight courier and each of the address of the parties shall be its chosen domicilium (domicilium). The parties shall inform one another in writing of any change in their domicilium. Any document or notice actually received will constitute adequate written notice.
12.3 The invalidity of any part of these terms and conditions will not affect the validity of any other part, each clause in this agreement being severable from the rest.
12.4 The parties shall be excused a failure to perform in the event of force majeure from any cause beyond its reasonable control including (without restriction) inability to secure or delay in securing labour, power, materials or supplies, or an act of God, pandemic, war, civil disturbance, riot, state of emergency, strike, lockout, or other labour disputes, fire, flood, drought or change in legislation.
13. CPA provisions:
13.1 Customers who do not fall within the threshold designated by the Minister of Trade and Industry under the
CPA (threshold) or who are juristic persons or registered companies, are subject to these terms and conditions in their entirety.
13.2 The provisions of the CPA take precedence over this agreement for Customers who fall within the threshold, to the extent that any conditions contained within this agreement would operate contrary to the requirements of the CPA, and the Customer is hereby advised that at the date of issue of this agreement the regulations to be implemented under the CPA are not yet in force.
