Star Tooling CC Terms and Conditions of Sale
Registration No.: CK89/39881/23
VAT No.: 4350 1049 66
Physical Address: 156 Sessel Road, Benoni AH, Gauteng, South Africa
Email: info@startooling.co.za
1. Definitions
1.1 "Goods" refer to all products listed on the Company's website, catalogues, or any other materials, as well as any items supplied by Star Tooling CC to the Customer, whether standard or custom-made.
1.2 "Company" means Star Tooling CC, a registered close corporation under South African law, bearing registration number CK89/39881/23.
1.3 "Customer" denotes any individual, partnership, company, or other legal entity that enters into a commercial relationship with the Company, including those identified as "the Applicant" on any credit or account application forms.
1.4 "CPA" refers to the Consumer Protection Act, No. 68 of 2008, including any amendments or regulations issued under it.
1.5 "NCA" refers to the National Credit Act, No. 34 of 2005, as amended, which governs credit agreements and consumer protection in financial transactions.
2. Pricing
2.1 Prices for Goods are determined at the time of dispatch and reflect the prevailing rates on that date.
2.2 Price lists issued by the Company are indicative and subject to change. The Company reserves the right to adjust prices without prior notice due to market conditions, supplier changes, or other operational factors.
2.3 For imported Goods quoted in South African Rand, the price is based on the exchange rate applicable at the time of quotation. Any subsequent fluctuation in exchange rates may result in price adjustments at the Company's discretion.
2.4 Unless expressly stated otherwise in writing, all prices are quoted as net amounts, exclusive of VAT, delivery charges, and other applicable fees.
3. Payment Terms
3.1 Payments are due within the credit terms agreed upon, calculated from the date of the Company's statement. Any deviation from these terms must be approved in writing by a Company director.
3.2 Discounts are only valid if explicitly offered in writing by an authorised representative and are subject to the terms specified therein.
3.3 Payments made via electronic funds transfer (EFT) or similar methods are considered to be made by the Customer's authorised agent.
3.4 Late payments will result in the Customer being in default. All outstanding amounts will become immediately due, and interest will accrue monthly at a compound rate of 2% above the prime lending rate of the Company's bank, or as permitted under the NCA.
3.5 Statements and invoices are deemed accurate unless disputed in writing within seven (7) days of receipt.
3.6 Customers may not apply any set-off, deduction, or counterclaim against amounts owed to the Company.
3.7 The Company reserves the right to allocate payments received in any manner it deems appropriate.
3.8 Computer-generated documents, including invoices and statements, shall serve as valid evidence of debt unless proven otherwise.
3.9 The Company may suspend deliveries and invoke remedies under Clause 7.1 if payments remain outstanding.
4. Credit Facilities
4.1 Credit facilities are granted solely at the discretion of the Company and are subject to periodic review.
4.2 The Company may reduce, suspend, or revoke credit facilities at any time without prior notice, based on payment history, financial standing, or other risk factors.
4.3 The credit limit assigned does not represent a ceiling on the Customer's total liability to the Company.
5. Orders
5.1 Orders for custom or high-value items may require a deposit, payable upon placement.
5.2 All orders must be submitted in writing, including via email, to the designated Company contact.
5.3 Orders constitute binding offers to purchase and are deemed accepted upon written confirmation or delivery.
5.4 An official purchase order number must accompany all orders.
5.5 The Company reserves the right to cancel or suspend orders if the Customer is subject to liquidation, business rescue, creditor compromise, adverse judgments, or breaches these Terms.
5.6 Orders accepted by the Company may not be cancelled or amended without prior written consent.
5.7 The Customer remains liable for all orders placed, even if submitted by unauthorised personnel.
5.8 Delays or cancellations by the Customer entitle the Company to recover associated costs, losses, and damages.
6. Delivery
6.1 Transfer of Risk: Risk in the Goods passes to the Customer immediately upon offloading at the Customer's premises. A signed delivery note by any employee or representative of the Customer shall constitute conclusive proof of delivery.
6.2 Third-Party Carriers: If delivery is facilitated via a third-party carrier, the carrier is deemed to act as the Customer's agent. Delivery to the carrier shall be considered delivery to the Customer.
6.3 Transport Costs: All transportation, freight, and handling charges are borne by the Customer unless otherwise agreed in writing.
6.4 Agency Role in Transport: Where the Company arranges transport on behalf of the Customer, it does so purely as an agent. The Customer indemnifies the Company against any claims, losses, or damages arising from such arrangements.
6.5 Delivery Address: Delivery to any address provided by the Customer shall be deemed valid and complete.
6.6 Delays and Force Majeure: The Company will make reasonable efforts to meet delivery timelines but shall not be held liable for delays caused by factors beyond its control, including but not limited to strikes, supply chain disruptions, adverse weather, or acts of God.
6.7 Partial Deliveries: The Company may deliver Goods in instalments. Each partial delivery shall be treated as a separate transaction, and failure to deliver one instalment shall not affect the validity of others.
6.8 Inspection Upon Delivery: The Customer must inspect all Goods upon delivery and report any discrepancies or defects within 48 hours.
6.9 Failure to Accept Delivery: If the Customer fails to accept delivery on the agreed date, risk transfers immediately. The Company may charge storage and handling fees, calculated at 1% of the invoiced value per day after a grace period of 14 days.
6.10 Stock Shortages: In the event of stock unavailability or other valid supply constraints, the Company will notify the Customer. The Customer may cancel the affected portion of the order and will be entitled to a refund within 30 days for those specific items.
7. Ownership and Risk
7.1 Retention of Ownership: Title to all Goods remains with the Company until full payment is received, regardless of delivery status.
7.2 Risk Transfer: Risk in the Goods passes to the Customer upon delivery, as defined in Clause 6.
7.3 Right of Repossession: If payment is not received in full, the Company reserves the right to repossess any Goods supplied, without prejudice to any other legal remedies.
7.4 Insurance Responsibility: The Customer is responsible for insuring the Goods against loss, theft, or damage from the moment risk passes.
7.5 No Encumbrance: The Customer shall not pledge or otherwise encumber Goods that remain the property of the Company.
7.6 Recovery of Goods: In the event of repossession, the Customer shall grant the Company or its agents unrestricted access to the premises where the Goods are stored.
7.7 Costs of Recovery: All costs incurred in the recovery of Goods, including legal fees, transport, and handling, shall be borne by the Customer.
7.8 Third-Party Claims: The Customer shall indemnify the Company against any third-party claims arising from the possession or use of Goods prior to full payment.
7.9 Retention of Title Clause: This clause shall survive termination of the contract and remain enforceable until all outstanding amounts are settled.
8. Legal Proceedings
8.1 Jurisdiction: All contractual and legal matters arising from these Terms and Conditions shall be governed by the laws of the Republic of South Africa.
8.2 Venue for Disputes: The Company reserves the right to institute legal proceedings in any competent court, including the Magistrate's Court, regardless of the amount claimed.
8.3 Legal Costs: In the event of litigation, the Customer shall be liable for all legal costs incurred by the Company on an attorney-and-client scale, including collection charges and tracing fees.
8.4 Consent to Jurisdiction: The Customer hereby consents to the jurisdiction of the Magistrate's Court for any action instituted by the Company, notwithstanding that the claim may exceed the Court's monetary jurisdiction.
8.5 No Waiver of Rights: Any failure by the Company to enforce its rights under these Terms shall not constitute a waiver of such rights.
9. Returns Policy
9.1 Discretionary Acceptance: Goods may only be returned with the prior written consent of the Company, which reserves the right to accept or reject returns at its sole discretion.
9.2 Return Conditions: Returned Goods must be in their original packaging, unused, undamaged, and accompanied by the original invoice or proof of purchase.
9.3 Timeframe: Requests for returns must be made within seven (7) days of delivery.
9.4 Restocking Fees: The Company may charge a restocking fee of up to 15% of the invoiced value for approved returns.
9.5 Custom Orders: Goods manufactured or sourced specifically for the Customer are non-returnable unless defective.
9.6 Inspection and Approval: All returned Goods are subject to inspection. Acceptance of a return does not imply acceptance of liability.
9.7 Transport Costs: The Customer shall bear all transport and handling costs associated with returns unless the return is due to a Company error.
9.8 Defective Goods: If Goods are found to be defective, the Company may, at its discretion, repair, replace, or refund the item.
9.9 Credit Without Approval: No credit will be issued for returned Goods unless formally approved by the Company.
9.10 Risk in Transit: The Customer assumes all risk for Goods returned in transit until received and inspected by the Company.
9.11 Incorrect Deliveries: Claims for incorrect deliveries must be made within 48 hours of receipt.
9.12 Return Authorisation: A return authorisation number must be obtained from the Company before any Goods are returned.
9.13 CPA Compliance: Where applicable, returns shall be handled in accordance with the CPA.
10. Warranty and Liability
10.1 Standard Warranty: All Goods are covered by the Company's standard warranty policy, details of which are available upon request.
10.2 Exclusion of Implied Warranties: The Company makes no warranties, express or implied, regarding the fitness of Goods for any particular purpose unless expressly stated in writing.
10.3 Limitations of Liability: The Company's liability is strictly limited to the invoiced value of the Goods supplied.
10.4 Exclusion of Consequential Damages: The Company shall not be liable for any indirect, consequential, or special damages, including but not limited to loss of profit, business interruption, or reputational harm.
10.5 Advice Disclaimer: Any technical advice or recommendations provided by the Company or its representatives are given in good faith and without liability.
11. CPA Compliance
11.1 Resale Obligations: If the Customer resells the Goods, it undertakes to comply fully with all applicable provisions of the Consumer Protection Act.
11.2 Indemnity: The Customer indemnifies the Company against any claims, liabilities, or penalties arising from non-compliance with the CPA in the resale or use of the Goods.
12. Force Majeure
12.1 Exception from Liability: The Company shall not be held liable for any failure to perform its obligations under these Terms due to circumstances beyond its reasonable control.
12.2 Examples of Force Majeure: Such circumstances include, but are not limited to, war, civil unrest, natural disasters, pandemics, industrial actions, supply chain disruptions, and governmental restrictions.
12.3 Notification: The Company shall notify the Customer as soon as reasonably possible of any force majeure event affecting its ability to perform.
12.4 Suspension of Obligations: During the period of force majeure, the Company's obligations shall be suspended, and performance timelines extended accordingly.
13. General Provisions
13.1 Amendments: The Company reserves the right to amend these Terms and Conditions at any time. Amendments shall become effective upon written or electronic communication to the Customer.
13.2 Entire Agreement: These Terms and Conditions constitute the entire agreement between the Company and the Customer and supersede all prior understandings or representations.
13.3 No Waiver: No waiver, alteration, or modification of these Terms shall be valid unless made in writing and signed by a director of the Company.
13.4 Customer Obligations: The Customer shall notify the Company in writing of any changes to its contact details, ownership, or legal status within seven (7) days of such change.
13.5 Severability: Each clause of these Terms is severable. If any clause is found to be invalid or unenforceable, the remaining clauses shall remain in full force and effect.