Redington South Africa Distribution (hereinafter referred to collectively/individually as “Redington”) is committed to conducting its operations in a professional and ethical manner. Therefore, all business partners, not restricted to resellers/customers, suppliers, service providers (hereinafter referred to as Partner) are expected to adhere to the highest standard of professional, moral, and ethical conduct, respect all applicable laws, and not engage in any form of unethical business practices. We expect all our Business Partners to conduct business in a manner that would not in any way compromise Redington’s values.

GENERAL

These Terms & Conditions are integral to any commercial transaction undertaken with Redington. Any variation to the Terms and Conditions with respect to commercial terms/arrangement including any special terms and conditions agreed between the parties shall not be valid unless agreed in writing by the Seller.

PURCHASE ORDERS

• Partner shall place Purchase Order (PO) in written or electronic form (e-mail). Such PO shall describe the Products ordered, the quantities ordered, delivery dates requested, Prices, Shipping instructions and other information as may be reasonably appropriate or necessary for fulfilling the order. Every PO to contain PO date, name of the correct Redington entity, Payment Terms and Delivery Terms.
• In case partial deliveries are to be allowed, the PO should explicitly mention the same. Any PO not mentioning anything related to partial deliveries will be deemed to not allow partial deliveries. Partial deliveries would also require partner accepting to making payments as per due dates mentioned on invoices raised against these partial deliveries.
• Redington will invoice the Partner entity based on the entity mentioned on the PO. Payments against those invoices will only be accepted from the same entity from which the PO is received and to which Redington has invoiced.
• If there are any special shipping requirements, including but not limited to pallet material, pallet size, special label on the carton, alteration in shipping address, then the Reseller / Partner shall specify clearly before executing the order.
• Confirmed Purchase Order: Upon receiving a PO from the Partner, Redington will issue a Proforma Invoice (P/I) to Reseller / Partners to confirm the delivery and commercial terms.

DELIVERY TERMS

• Any delivery note (copy or original) signed by the Partner and/or its authorized representative and/or its nominated agent and held by Redington, shall be prima facie proof that delivery was made to the Partner.
• Redington shall be entitled, at its discretion, to split the delivery and invoicing of the goods ordered in the quantities and on the dates that it decides save where Redington has agreed that a specific order may not be delivered in parts.
• In the event of Partner choosing to engage a third party to transport the goods, the Partner indemnifies Redington against any claims of any nature whatsoever that may arise from such an agreement with the third party or from any act or omission of the third party. Receipt of the goods by such third party shall constitute delivery to the Partner and the such third party shall be the agent of the Partner.
• Redington is entitled to engage a third party(ies) on its behalf to address the logistics, storage and transport all goods purchased by the Partner to the delivery address stipulated by the Partner.
• Redington does not guarantee that the goods will be dispatched or delivered on any particular date and time, and the Partner shall have no claim against Redington in respect of any loss occasioned by any delay in dispatch or delivery of any goods ordered and/or services rendered, nor may the Partner cancel any order by reason of such delay.
• All obligations of Redington to deliver or supply any goods shall be suspended during any major event or whilst the partner is in material breach of any obligation, including non-payment/delay in payment to Redington.
• Unless otherwise stated in PI/invoice standard INCO terms for delivery shall be ex-works and risk of goods shall be transferred on this basis, but the ownership of the goods shall pass to the Partner only upon full payment.
• Any item in PO that relates to a service/training which is to be provided by the brand/manufacturer is the sole responsibility of the respective brand/manufacturer. Redington’s role for such services/training is limited to procuring the same from the respective brand/manufacturer as a part number and invoicinga the same part number to partner without any obligation on Redington for services being rendered by the respective brand/manufacturer Not rendering of services in a timely manner by any brand/manufacturer will not entitle Partner to hold any payments of Redington. Irrespective of delivery of such services by the brand/manufacturer or not, Partner to make the payments to Redington on the due date of the said invoice raised against such PO’s.
• Redington will intimate partner about its readiness to deliver the material against a particular PO once the material arrives in the Redington’s warehouses. Partner shall make the necessary arrangements to accept the delivery of the said material within 3 working days of such an intimation irrespective of site readiness or any other matter affecting such a delivery. Any delays from Partner or Partner’s customer on account of, but not limited to, contractual delays, Purchase Order delays, delivery hold, payment related delays, site readiness, resource shortages, power related delays, signing authority delays, etc. will not have any effect on partner accepting the material delivery and payments against invoices raised against the said POs have to be made on the due dates as per the invoices.

PARTNER RIGHTS ON DEFECTIVE GOODS

• All warranty and “dead on arrival” claims for any material delivered to Partner or its order by Redington shall be as per the policy of the brand/manufacturer. Redington is not obliged to honour any claims and is not liable to any financial claim by partners on this account.
• Partner to thoroughly check for material part numbers, respective quantities and physical box damage at the time of delivery and reject delivery of any damaged boxes at the time of delivery. Redington reserves the right to entertain or not any claim on account of short shipment in quantities or wrong part numbers delivered or any physical damage once material is successfully delivered. Any loss incurred due to this account post successful delivery is on account of Partner and Redington is entitled to receive full payments for the same as per invoice due dates.
• Where Goods are found to be defective by Redington after the Partner has informed then Redington has the right to elect to remedy the defect or to supply the Partner with non-defective replacement Goods. This clause constitutes the Partner’s exclusive remedy and Redington’s only liability in respect of defects in the Goods.

RETURNS AND CANCELLATIONS

The Partner may not cancel any accepted order or reject delivery of or return any goods without the prior written consent of Redington (which remains at Redington’s sole discretion). Redington shall be entitled to impose reasonable terms and conditions (including charging a handling fee) when giving its written consent at its sole discretion to the cancellation of any accepted order or the return of any Goods.

Redington is under no obligation to accept the return of goods, the Partner may apply to Redington for permission to return goods and if written permission is given:

• the Partner may return any defective goods to the premises of Redington or its nominee at the Partner’s own cost.
• any item delivered to Redington will form the object of a pledge in favour of Redington for present and past debts of the Partner to Redington and Redington will be entitled to retain such pledge at a value determined as follows:
  • -the difference between the selling price and the value of the goods at the time that the debt became due.
  • -the value of any repossessed goods or retained pledge goods will be deemed to be the value placed on them by any sworn valuator after such repossession and such valuator will be prima facie proof of the value.
• Redington reserves the right to charge a handling fee on goods returned.
• Goods that are not as ordered must be returned, unopened and unused, forthwith and in all cases within 3 days. Goods, whether according with those ordered or not, that are delivered and used, will in all circumstances be deemed to have been ordered at usual prices and must be paid for. Only unused goods that are not as ordered and that are unused may be returned.
• Redington will follow the policies on any returned and/or faulty goods or goods which the vendor regards as “dead on arrival”, as prescribed by the vendor responsible for the brand of goods. Details of prescribed vendor policies are obtainable from Redington.

BREACH AND TERMINATION

In case the Partner commits a breach of any provision of these terms (all of which are deemed to be material) or commits an act of insolvency or otherwise becomes bankrupt or insolvent, or allows a judgment to be entered against it, or is provisionally or finally liquidated or sequestrated, or becomes subject to business rescue, administration or similar proceedings (“Default”), and fails to remedy such Default within three business days of written notice by Redington for remedy, then, without prejudice to and in addition to its other legal remedies and any rights under these terms, Redington shall be entitled to: immediately cancel these T&Cs or any accepted order(s) under these terms on written notice to the Partner; and/or claim specific performance or recover any damages which it would otherwise be entitled to recover (which may include payment of the full price of any accepted orders or the balance thereof).

PRICE

• Prices shall be agreed on Proforma Invoice/Purchase order and shall not be subject to any changes unless expressly agreed in writing.
• Prices quoted/charged are exclusive of any taxes including for VAT.
• Prices quoted are subject to foreign currency fluctuations.
• In case South Africa currency fluctuates against the applicable foreign currency from the date of the quotation and the date on which the Partner’s PO is accepted by Redington, Redington reserves the right to change the quote and also the right to increase the price of such goods.
• In the event of the shipping, airfreight or other transportation costs increasing between the date of the quotation and the date on which the Partner’s PO is accepted by Redington, Redington reserves the right to increase the price of such goods.
• In the event of a manufacturer’s price being increased between the date of the quotation and the date on which the Partner’s PO is accepted by Redington, Redington reserves the right to increase the price of such goods in accordance with the manufacturer’s price increase.
• Redington reserves the right not to accept any order from the Partner.
• Delivery of any order are always subject to the availability of the goods.
• Partner may in writing may request Redington for billing in USD and Redington may subject to the provisions of law, raise invoices in USD.

PAYMENT

• Unless and otherwise agreed in writing, Redington invoices are due for payment within 30 days from the date of the invoice.
• Partner is not entitled to deduct or set off any amounts from any payment unless expressly agreed by Redington.
• Redington reserves the right to suspend future deliveries until payment is received in full for due invoices. In case of delayed payment, Seller reserves the right to charge a late payment penalty computed at a rate which is prevailing country inter-bank offer rate plus 2.5%.
• Subject to applicable law, Redington may allocate payments made by the Partner at its sole discretion.
• Partner shall make all payments net of any applicable tax (direct or indirect), duties or other charges. Without limiting the foregoing, if any amount is withheld in the form of withholding tax, the Partner shall gross up such taxes to Redington to ensure that the net amount actually received by Redington would be equal to the value of the invoice as if no taxes are deducted.

COMPLIANCE WITH EXPORT CONTROLS AND SANCTIONS

Definitions

Export Controls regulate the shipment or transfer, by whatever means, of controlled items, software, technology, or services out of the U.S. (termed an “Export”). Anti-Corruption Laws means the United States Foreign Corrupt Practices Act of 1977, the U.K. Bribery Act 2010, and all other laws, rules, and regulations of any jurisdiction applicable concerning or relating to bribery, money laundering, or corruption. Restricted Party means the consolidated list of prohibited or restricted individuals, companies, and entities listed by the Departments of Commerce, State, and the Treasury. Restricted Country means countries which are restricted for export of certain products by using the blocking of assets and trade restrictions to accomplish foreign policy and national security goals. For a list of current sanctioned countries go to http://www.treasury.gov/resourcecenter/sanctions/Programs/Pages/Programs.aspx. You acknowledge and understand that Seller and/or any of its affiliated or subsidiary companies may provide you with products, including hardware, software, and/or technology that may be subject to United States and other government export control regulations and restrictions.

Accordingly, you hereby agree

• That you will not transfer, export, or re-export, directly or indirectly, any Products acquired from Seller to Cuba, Iran, North Korea, Sudan, and/or Syria, Crimea region or any nationals thereof, or to any other country subject to restriction under applicable laws and regulations, and that we are not located in, under control of, or a national or resident of any such country; if you are engaged in shipping Seller supplied products to such locations, you acknowledge that you could be subject to and responsible for U.S /EU export licensing requirements;
• That you will not use the Products in any activity related to the development, production, use or maintenance of ‘Weapons of Mass Destruction,” including without limitation, uses related to nuclear, missile and/or chemical/biological development and that you will not transfer, export, or re-export, directly or indirectly to any party engaged in any such activity; if you are engaged in such activities, you acknowledge that you could be subject to and responsible for U.S /EU licensing requirements;
• That you will not transfer, export, or re-export directly or indirectly to any party listed any prohibited from receiving Products by U.S. Government or prohibited by applicable law and that you are not on, or under the control of anybody on, any such list;
• That you will comply with all applicable regulations and restrictions whenever you transfer, export, or re-export Products obtained from Seller;
• That you shall comply with all applicable anti-corruption and bribery laws of the country in which you operate including the US Foreign Corrupt Practices Act and UK Bribery Act. These regulations advocates for Zero tolerance on a form involving bribery and corruption either directly or indirectly and prohibit to offer or receiving gifts in any way involved in influencing the decision of the receiver or trying to seek business advantage.
• That you shall intimate/notify us in case of any non-compliance or breach of these representations. In case of any such breach, Redington shall have the right to terminate any transactions or engagement on an immediate basis without any liability.
• That you shall comply with the applicable privacy laws of the country in which you operate.

LEGAL PROCEEDINGS

These terms and conditions shall be governed and construed under and in accordance with the laws of the Republic of South Africa.

• Redington shall, at its option and notwithstanding that the amount of its claim or the nature of the relief sought exceeds the authority of the Magistrate’s Court, be entitled to institute action out of such court.
• A certificate issued and signed by any director or any duly authorized representative of Redington, whose authority need not be proved, in respect of any indebtedness of the Partner to Redington or in respect of any other fact, including but without limiting the generality of the foregoing, the fact that such goods were sold and delivered, shall be prima facie proof of the Partner’s indebtedness to Redington and prima facie proof of delivery of the goods in terms of this contract.
• Any printout of computer evidence tendered by Redington shall be admissible evidence and the Partner shall not be entitled to object to the admissibility of such evidence purely on the grounds that such evidence is computer evidence.
• The Partner’s chosen domicilium address and email address in the reseller application form shall be recognized as the Partner’s domicilium for all purposes in terms of this contract whether in respect of the serving of any court process, notices that payment of any amount is due or communications of whatever nature. Any service that comes to the attention of a director of a party shall be effective from such date regardless of the address or method of delivery.
• In the event of the Partner breaching any of its obligations and/or failing to timeously make payment of any amount to Redington, the Partner agrees to pay, and shall be liable to pay, all legal costs incurred by Redington in enforcing its rights in terms of these terms and conditions on the attorney/own client scale including collection charges, tracing agent’s fees, air fares and export fees.
• Any document will be deemed duly received by the Partner within:
• 24 (twenty-four) hours of being emailed to the Partner’s chosen domicile email address; or
• on being delivered by hand to the Partner or any director or member of the Partner.

NEGOTIABLE INSTRUMENTS

Acceptance of a negotiable instrument from the Partner shall not be deemed to be a waiver of Redington’s rights under this contract.

WARRANTIES & INDEMNITIES

• Goods are sold only with the manufacturer’s product specific warranties. All other guarantees and warranties, including common law guarantees and warranties in relation to goods and services, are hereby specifically excluded to the maximum extent permissible in law by Redington.
• All warranties are immediately null, and void should any equipment be tampered with or should the “seals” on the equipment be broken by anyone other than Redington or its appointed nominee, or should the goods be operated outside the manufacturer’s specifications or warranty terms.
• All goods shall remain the property of Redington until paid for in full and are sold only with the original equipment manufacturers warranty. Redington gives no additional warranty and excludes all other warranties on goods save to the extent that a South African law expressly imposes a warranty that cannot be excluded. The Customer shall be responsible for checking specifications of goods and that they are fit for purpose before placing the order.
• To be valid, warranty claims must be supported by the original tax invoice and the goods must be accompanied by all accessories and manuals. All items must be returned in “as new” condition.
• No warranties whether express or implied shall apply, other than those provided expressly in these Standard Terms and Conditions. Redington specifically disclaims the implied warranty of merchantability and fitness for a particular purpose. No representation or warranty, including but not limited to statements of capacity, suitability for use or performance made by employees of Redington shall be considered to be a warranty by Redington. Any such statements made shall not give rise to any liability of whatsoever nature on the part of Redington, its employees, subcontractors, or subsidiaries. Redington will not be liable to the Partner for any loss, damage, or expense of any nature, whether direct, special, indirect, or consequential, including but not limited to loss of profits arising out of Redington’s performance or the use of the goods or services rendered.
• The Partner indemnifies and holds Redington (including its employees, subcontractors, or subsidiaries) harmless against all claims of whatsoever nature that may be brought or threatened against Redington by any third party arising from or in connection with any act or omission of the Partner or its employees or any breach of any term of these terms by the Partner or arising out of any claim by the Partners duly appointed specified users.
• The Partner shall not duplicate copyrighted material. In the event of the Partner duplicating copyrighted material, each attempt to do so will immediately render the full prevailing price in respect thereof payable to Redington.

REPAIRS

1. Redington’s liability in terms of a manufacturer’s warranty is restricted to, in Redington or the manufacturer’s discretion, the cost of repair or replacement of faulty goods or services or the granting of credit. Redington assumes and shall have no liability at all for the preservation or loss of any data on any goods returned to Redington.
2. In the case of repairs undertaken by Redington repair quotes given are merely estimates and are not binding on Redington.
3. The Partner hereby agrees that any item returned for a repair may be sold by Redington to defray the cost of such repair if the item remains uncollected for a period of 30 (thirty) days after the repairs have been completed and the Partner having been notified thereof.

DISCLOSURE OF PERSONAL INFORMATION & CONSENT

1. By using or continuing to use their Redington account or conducting business with a member of the Redington group of companies (“Redington”), the Partner accepts and agrees to Redington processing Personal Information (“PI”) supplied to, held or collected or Processed by any member of the Redington group whether the PI was or is obtained previously, now or in the future.
2. The Partner hereby gives the consent to process Personal Information. All obligations of Redington are conditional on the Partner’s consent to process personal information remaining in place. This consent is provided voluntarily and expressly.
3. Partner hereby agrees, in the absence of any written objection received from the Partner, that such processing consent shall be indefinite (until withdrawn in writing by the Partner) or for the period otherwise required in terms of any applicable law; confirms that the information it provided is accurate and complete and agrees to maintain and update such information when necessary. Failing which Redington shall not be liable for any loss, damage or injury as a result of any inaccuracies or lack of completeness and indemnifies Redington against any such loss, damage or injury as well as any unintentional disclosures;
4. Partner authorises Redington to share its personal information with any third parties (including but not limited to other Redington group companies) for the purposes of providing the Goods hereunder and/or any other legitimate interests of Redington; agrees that Redington may transfer its personal information to foreign countries in accordance with applicable law; consents to Redington contacting and request information from any third party, credit bureau or business, to obtain any information relevant to this Agreement; and agrees and acknowledges that, to the extent permitted by applicable law, if it believe that Redington has utilised its personal information contrary to applicable law, that it will first resolve any concerns with Redington. Thereafter, if it is not satisfied that it has the right to lodge a complaint with the relevant authorities (once or if established).

LIMITATION OF LIABILITY

Notwithstanding anything to the contrary, to the maximum extent allowed by applicable law, in no event shall Redington be liable for any indirect, incidental, consequential, punitive, or special damages, including but not limited to, loss of use, revenue or profit or in case of any trade control restrictions imposed even if Seller has knowledge of the possibility of such damages.

FORCE MAJEURE

The Seller shall not be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, shortages or with respect to any Internal Trade Controls. The seller shall have the right to terminate the transaction on an immediate basis without any liability in case of such restrictions with respect to trade controls.

CONFIDENTIALITY

All non-public, confidential, of Seller, including but not limited to specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts or rebates, that Seller discloses to Buyer, whether disclosed orally or disclosed or and regardless of whether marked, designated, or otherwise identified as “confidential,” in connection with the Agreement is confidential, solely for the use of performing the Agreement, and may not be disclosed or copied unless authorized in advance by Seller in writing. This does not apply to information that is: (a) in the public domain; (b) known to Buyer at the time of disclosure; or (c) rightfully obtained by Seller on a non-confidential basis from a third party.

BINDING

These terms & conditions are binding on all Business Partners for all transaction. Redington reserves its right to amend the said terms and conditions at its discretion and the partners are requested to refer to the updated terms and conditions as available on www.redingtongroup.com.

DECLARATION

The Partner acknowledge that each has read this Agreement, understands it, and agrees to be bound by its terms and conditions.