Terms and Conditions of Sale (Specific Terms)

1. Introduction

1.1 These terms must be read together with Marley Pipe Systems (SA) (Pty) Ltd’s General Terms which you can find on our website at www.marleypipesystems.co.za

1.2 Please make sure that you understand these Conditions of Sale as well as our General Terms.

1.3 Terms that limit our responsibility or involve risk for you are bolded. Please pay special attention to these terms.

2. Definition

Meanings have been given to words to be consistent. These words usually begin with a capital letter. Singular words include the plural and vice versa.

Word                             Meaning

2.1 Agreement             These terms and our General Terms.

2.2 Goods                      Any goods you buy from us, by, order, tender or from our sales premises.

2.3 Marley;                   Marley Pipe Systems (SA)

2.4 we; our; or us      (Pty) Ltd (Registration No. 2013/170713/07)

2.5  Purchase Price    Purchase consideration that you will pay us for Goods – exclusive of VAT.

2.6 You or your            The person who enters into an Agreement with us, including any legal entity (such as a company).

3. Prices and Costs

3.1 The Purchase Price in respect of Goods will be the price at the date that you take delivery of the Goods unless otherwise agreed to in writing by a regional manager or director of Marley.

3.2 Prices are subject to availability of the Goods.

3.3 If our listed Purchase Price has increased between the date of our tender or contract, quotation or other offer and the date of delivery / receipt of the Goods, then the Purchase Price will be increased accordingly.

3.4 Prices may change without notice and will be subject to confirmation at the time of acceptance of the order by Marley.

3.5 Prices may be subject to additional handling and transport fees.

3.6 Prices on longer duration contracts may be subject to escalation on raw material and input costs.

3.7 Marley shall be entitled to charge full component costs against validation in the event of the cancellation of any order.

3.8 We will be entitled in our discretion to amend the price lists that apply to any or all of the Goods.

4. Payment of the Purchase Price

4.1 Payment must be received and cleared before we will deliver the Goods, unless otherwise agreed to in writing by a manager of Marley.

4.2 Unless we have arranged for alternate terms of payment, the terms set out in our General Terms will apply.

5. Warranties, Claims & Limitations

5.1 You hereby agree that no warranties or representations, whether express or implied, other than those recorded herein, have been given or made by us in connection with this Agreement.

5.2 We will not be responsible for any indirect, incidental, special, or consequential damages or losses arising from this Agreement. This includes loss of profits, revenue, anticipated savings, business transactions, goodwill or other contracts. It is irrelevant if this is due to negligence (carelessness) or breach of contract.

5.3 The warranties in this Agreement will apply, unless separate guarantees or warrantees have been given to you.

5.4 Although Marley will make every endeavor to ensure that the buyer’s requirements are fully complied with, it will not be responsible for non-delivery or delay in delivery howsoever caused.

6. Reservation of ownership and cession as security

6.1 Risk and reward on domestic transactions transfer to Marley customers on receipt of goods. Until all amounts due for purchase of the Goods have been paid –

• ownership of the goods will not pass to you and the parties agree that the Goods must remain movable property, severable from any other movable or immovable property to which the Goods may be attached;
• any claim which you may at any time have arising wholly or partially out of or in connection with the disposal of the Goods, will be deemed to have been ceded to us as security for your obligations under this Agreement.

6.2. Risk and reward on cross-border / export transactions shall be governed by the agreed terms of sale on the basis of Incoterms 2020 or any later published version.

7. Return of Goods / Order Cancellation

7.1 We warrant that the goods will be free from apparent defects and suitable for all its intended purposes and nothing else.

7.2            When you return the goods the following terms will apply:

• if the original packaging is unopened, we will not charge you any additional amount in excess of the handling fee described in clause 7.5 below.
• if the Goods are in their original condition and repacked in their original packaging, we may charge you a reasonable amount for:
  • use of the Goods; and
  • all necessary costs associated with restoration of the Goods for restocking.

7.3 If you have asked us to repair Goods that were defective, we are not responsible for any further reparations if you damage the repaired Goods.

7.4 Goods may not be returned for credit unless agreed to in writing by us and then a minimum handling fee of 10% will be levied.

7.5 It is specifically agreed that cancellation of orders on non-stocked and made to order products will not be accepted.

8. Force Majeure

Should the business of Marley Pipe Systems be interrupted, suspended or restricted by strike, lockout, fire, explosion, flood, typhoon, earthquake, sandstorm, windstorm, infection disease, epidemic, pandemic, riots, calamities, strikes, lockout, labour shortage or dispute, war, other acts of God, acts or requests of government, accident, change of regulations or rules or law or government policy, government interference or any other cause beyond the control of Marley Pipe Systems, we shall be entitled to postpone the date or dates of delivery until such time as the suspension, interruption or restriction has ceased..

9. Breach

If you breach any of your obligations to us, or if you –

9.1 become insolvent (bankrupt),

• have some legal disability, for example, if you are placed under administration, custodianship, receivership, bankruptcy, liquidation, sequestration, winding-up, dissolution or placing under supervision for business rescue proceedings (or any other similar process);
• take steps to deregister yourself (close down) or become deregistered;

we are entitled to –

• claim immediate payment of all amounts payable by you to us,
• suspend the performance of any obligation we have toward you;
• cancel this Agreement;
• claim such damages as we may have suffered.

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