General terms and conditions of sale
1. GENERAL
1.1. In these General Conditions of Sale (“General Conditions”) the following words have the following meanings:
(i) “the Supplier” means Crystal Candy (Pvt) Limited;
(ii) “the Customer” means any person to whom the Supplier has agreed to supply Products;
(iii) “Products” means products sold by the Supplier to the Customer;
1.2. Products are sold to the Customer subject to these General Conditions which form part of every contract between the Supplier and the Customer for the supply of Products. Any conditions contained in any purchase order or other document of the Customer, except those specifically agreed to in writing by the Supplier, shall be void and of no effect.
1.3. No variation of these General Conditions shall be binding unless agreed in writing by duly authorized officers of the Supplier and the Customer.
1.4. Nothing in these General Conditions or in any other contractual document between the parties, shall imply an obligation on the part of the Supplier to sell of deliver any Products to the Customer, save in terms of a purchase order accepted by the Supplier and where the purchase price for the Products in question has been paid in full.
1.5. Notwithstanding Clause 1.3 above, the Supplier may from time to time alter these General Conditions in such manner as it shall determine.
2. PRICE
Prices for the Products shall be those ruling at the date of purchase of the Products, and shall be exclusive of VAT.
3. PAYMENT
3.1. Payment for all Products sold shall be made in full on or before the due date for payment.
3.2. The Supplier may appropriate any payment made by the Customer to such Products or part thereof as the Supplier may deem appropriate (notwithstanding any purported appropriation by the Customer).
4. RISK AND TITLE
4.1. Risk of damage to or loss of the Products shall pass to the Customer upon delivery of the Products into the custody of the Customer.
5. LIABILITY
5.1. Except as provided in this Clause 5, the Supplier shall not be liable for any loss or damage arising from non-delivery or partial delivery or delay in delivery of any Products.
5.2. The Products must be examined on receipt by or on behalf of the Customer, and any loss or damage to the Products must be notified in writing to the Supplier within forty eight hours of such receipt; and any Products which are damaged (including cartons) should be retained for inspection by the Supplier. Non-arrival of Products must be notified in writing to the Supplier within seven days after the estimated date of arrival at the place of destination.
5.3. Subject to the conditions in Clause 5.2 above being fulfilled by the Customer, the Supplier shall replace any Products damaged or lost while at the risk of the Supplier or re-deliver any products not delivered or, at the Supplier’s option, credit the Customer for the price of Products so damaged or lost or not delivered.
5.4. If any of the Products are defective in manufacture or contained in defective containers, the Supplier’s liability howsoever arising in respect of, or consequent upon, any such defects shall be limited to the replacement of such defective Products or crediting the Customer with the price thereof as the Supplier shall decide. The Products are otherwise sold without any guarantees or representations and all warranties or conditions to the contrary, express or implied are expressly excluded.
5.5. Except as provided above, the Supplier shall not be liable for any loss or damage of whatever nature and however caused.
5.6. This clause 5 must be read together with the provisions of the Consumer Protection Act (the Act), and no provision of this clause or of this document as a whole shall be taken as removing any right afforded to the Customer by the Act, or of removing liability on the part of the Supplier in contravention of the provisions of the Act.
6. RESALE BY THE CUSTOMER
6.1. The Products shall not be resold by the Customer except in the packaging supplied by the Supplier and exactly as supplied by the Supplier or as otherwise authorized in writing by the Supplier.
6.2. The Products are sold on the further condition that, and the Customer undertakes to the Supplier that:
6.2.1. The Products will not at any time subsequent to sale to the Customer become the subject of duty evasion.
6.3. The Customer shall incorporate the conditions set out in Clauses 6.1 and 6.2 above in all resales of the Products except in the case of retail sales to persons not buying for re-sale and will procure that any person purchasing the Products from the Customer incorporates similar conditions (including this procurement obligation) in all such re-sales and if requested by the Supplier will assign the benefit of those conditions to the Supplier.
7. ASSIGNMENT AND SUBCONTRACTING
7.1. The Supplier may cede and assign its rights and obligations to any other company directly or indirectly owned and/or controlled by the Supplier.
8. TERMINATION/CANCELLATION
Subject to clause 1.4, the Supplier may terminate its obligation to fulfil a Purchaser Order without cause upon seven (7) days' prior written notice to the Customer. The Supplier will not be liable for prospective or anticipated profits by reason of such cancellation, or for other economic or consequential loss.
9. FORCE MAJEURE
9.1. The Supplier shall not be liable for failure to fulfil any order in whole or in part if such failure is due to any cause or event of whatever nature which is beyond the their reasonable control and which by its nature could not have been foreseen by such party ("Force Majeure Event").
9.2. Force Majeure Events include, but are not limited to, acts of God or the public enemy, government restrictions, floods, fire, earthquakes, explosion, epidemic, war, invasion, terrorist acts, riots, strike, or embargoes.
10. GOVERNING LAW
10.1. These General Conditions and any Contract of which these General Conditions form part shall be governed by the laws of Zimbabwe.