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1.1. The Company shall mean Vermont Sales (Pty) Ltd with registration
1.2. The Customer shall mean the person or entity who logged into The Website
using the relevant User Name and Password or entity who receives, or expects
to receive, any goods or services from the Company, or any persons or entities
residing at the physical address or email address implied during the course
of any correspondence with the Company.
1.3. The Company Systems shall mean all processes or means (regardless of
whether they are electronically automated, manually enabled or provided
by any third parties), that are used by the Company to capture information,
provide information to the Customer or third parties, deliver goods, process
payments, keep records, or ensure continuity of the services or products
offered by the Company.
1.4. The Website shall mean the Internet website accessible using the Internet
1.5. The OEM manufactures shall mean any third party entity or organisation
whose goods or services are offered by the Company for sale to the Customer.
1.6. The Goods shall mean any and all products and/or services provided
by, or offered by the Company to the Customer during the course of this
1.7. The Delivery Address shall mean information supplied by the Customer
that is used by the Company to describe the physical location where the
Goods should be delivered to in fulfilment of this agreement.
2.1. Subject to all the provisions of the clauses herein, the Company
hereby agrees to deliver the Goods, in a new and unused state, to the Delivery
Address, for the consideration amount - all as specified by a valid order
generated by the Company System. The Customer hereby agrees to pay the Company
the amount, in advance, for delivery of those Goods specified by that same
2.2. The Customer further agrees to provide to the Company, on request,
all information required for it to meet its obligations in this regard,
including but not limited to, the Customers true identity, physical, delivery
and email addresses, contact phone numbers, and if necessary bank account
3.1. All amounts payable in terms of this agreement shall be payable
in advance. No goods will be delivered until payment has been received in
3.2. Notwithstanding 3.1 above, in the event that any goods delivered are
not paid for, or if payment for such delivered goods has subsequently been
reversed for any reason whatsoever, those goods remain the sole property
of the Company and will be returned to the Company immediately on demand,
in an unused condition, with all original packaging and documentation. Any
damages to the goods requiring repair, or costs attributable to the used
condition of the goods, or lack of, or damage to packaging, or the cost
of transporting or seizing those goods will be payable by the Customer on
3.3. The Company reserves the right at any time during the delivery process,
up until the goods are physically delivered to the Customer, to cancel the
Customer's order, for any reason whatsoever. In the event that the Customer's
payment has been processed before the order was cancelled, the Company undertakes
to ensure that the all amounts paid by the Customer for that cancelled order
are re-paid in full, no later than 10 working days after the Customer receives
the notification of cancellation of the order. The Company undertakes, where
possible, not to process the payment of any orders cancelled, and/or, in
any event, to re-pay in full, any orders cancelled that have been processed.
3.4. The Customer shall be liable for any and all expenses incurred by the
Company on an attorney and advocate scale whether incurred prior to or during
institution of legal proceedings or if judgement has been granted, in connection
with the satisfaction of such judgement, in regards to the enforcement of
4.1. Delivery occurs when the Company's appointed courier service hands
the goods to the Customer, or any persons claiming to represent the Customer,
at the specified Delivery address. The Delivery Note, generated by the Company's
appointed courier service will serve as sufficient documentary evidence
of such delivery. All risks pass to the Customer on delivery.
4.2. The Company assumes that any persons claiming to represent the Customer
at the specified delivery address is duly authorised to receive the goods.
The Company, or its appointed courier service, cannot be held responsible
for any loss or liability whatsoever incurred in this regard.
4.3. If no notification to the contrary has been received by the Company
from the Customer within 5 (five) working days after the Delivery Note date,
or the quoted delivery date to the Customer in the absence of a Delivery
Note, the Customer is deemed to have accepted the goods delivered as conforming
in all respects to that ordered.
4.4. The Company assumes that the Delivery Address has been correctly specified
by the Customer and thus cannot be held responsible for incomplete, inaccurate,
out of date or any other discreprencies relating to information provided
by the Customer, particularly with regard to Delivery addresses, Customer
contact information or any other information required by the Company from
the Customer in order to fulfil any orders placed on the Company by the
Customer. The Customer hereby acknowledges that it is solely responsible
for provision and on-going accuracy of all such information required during
any transactions undertaken with the Company.
4.5. If, for any reason, delivery could not take place, the Company will
attempt to contact the Customer using the contact information supplied and
use its best endeavours to coordinate one additional attempt at delivery.
If this attempt also fails, for any reason, the Company will cancel the
order and repay any money paid by the Customer for that order.
5.1. The Company undertakes to ensure that all goods delivered are insured
against loss or damage up until delivery to the Customer.
5.2. If the Customer believes that goods were either lost or damaged in
transit, it must notify the Company no later than 3 (three) working days
of the goods being received or being perceived overdue.
5.3. In the case of damaged goods, the unused goods must be returned to
the Company as soon as possible with all associated packaging and documentation,
the reasonable costs of which will be born by the Company, provided the
Customer's claim is valid. The Company reserves the right, at its sole discretion,
to reject such goods returned, if it is reasonable to believe they were
not in fact damaged in transport.
5.4. In the event of such loss or damage, the Company undertakes to either
refund to the Customer the full amounts received from any such insurance
claim, or re-supply the goods, as originally ordered, at its sole discretion.
5.5. On no account will the full extent of the Company's liability to the
Customer, in the event of lost or damaged goods, exceed the original order
amount for those goods.
6.1. The Customer shall have no claim against the Company and the Customer
hereby indemnifies and holds the Company harmless and free from liability
in respect of any loss, damage or cost caused by or arising from:
6.1.1. any fact or circumstances beyond the reasonable control of the Company;
specifically including, but not limited to, acts of God or Force Majeure
6.1.2. any downtime, outage, interruption in or non-availability of any
of the services of the Company Systems and infrastructure;
6.1.3. any infringement of the Customers rights of privacy, constitutional
and/or any other like rights (including those of any other person or entity),
arising from the supply of goods provided in terms of this agreement;
6.1.4. any breach of security by any third party or any breach of confidentiality
by a third party or otherwise arising from any access howsoever obtained
by a third party to the Customer's information, data or content;
6.1.5. the damage, contamination or corruption of any kind of the Customer's
data, material, information and/or content howsoever occasioned;
6.1.6. without limiting the foregoing, any fact, cause or circumstances
whatsoever and howsoever arising if the Company has substantially performed
its obligations under this agreement.
6.1.7. any OEM product specifications or images that may have subsequently
changed, or have been erroneously represented by the Company in any way;
6.1.8. the Customer following the advice offered by the Company with regard
to the suitability of any product for any purpose. Such advice is offered
as a guide only, and the Company does not warrant that any product sold
is fit for any purpose whatsoever.
6.2. Notwithstanding anything to the contrary contained in this agreement
or in any addendum or annexure to this agreement, the Customer shall have
no claim against the Company and the Customer hereby indemnifies and holds
the Company harmless and free from liability in respect of any loss, damage
or cost which is indirect, consequential or incidental in nature.
6.3. the Company reserves the right to take whatever action it deems necessary
at any time to preserve the security and reliable operation of the Company
Systems and the Customer undertakes that it will not do or permit anything
to be done which will compromise the security of the Company Systems.
6.4. Although the Company shall use reasonable endeavours to provide disaster
recovery, the Company does not specify any recovery time, nor shall the
Company be liable for any loss or damage of whatever nature incurred or
suffered by the Customer from any cause whatsoever as a result of the Companys
failure to provide, or delay in providing, or providing only partial, disaster
recovery. The Customer is accordingly advised to make back-ups of its transactional,
or any other type of data. Nothing contained in this paragraph should be
construed as a representation that any back-ups of data implemented by the
Customer will be successful or in any way will avoid disaster.
6.5. Notwithstanding any of the provisions of this agreement, in the event
of a claim or claims for liability, for any reason whatsoever, by the Customer
on the Company, the Company's total liability to the Customer shall not
exceed the total payable amount by the Customer of any or all orders, placed
by the Customer on the Company in a one month period immediately preceding
the date of notification of the claimed liabilities, provided such orders
have been explicitly accepted by the Company in that period.
6.6. The Customer and the Company both warrant that they have complied with
all governmental, provincial and municipal statutory requirements promulgated
in relation to its principal business activities and that such compliance
will exist for the currency of this agreement. The Customer specifically
agrees to indemnify and hold the Company harmless in the event that the
Customer commits any transgression, and/or causes the Company to inadvertently
commit any transgression of any such regulations during the course of any
transactions with the Company.
All goods are provided with the OEM manufacturer's warranty only. In
the event that the Customer believes that the goods may be defective and
qualify for a claim against the OEM manufacturer's warranty, such goods
may be returned to the Company, all costs of such return to the Company
to be born by the Customer. If, at the sole discretion of the Company, the
goods do indeed qualify for a claim against the OEM manufacturer's warranty,
the Company undertakes to forward the goods to the OEM manufacturer for
repair, solely in terms of that warranty, and to return the goods back to
the Customer once repaired. All associated costs of transport to and from
the OEM Manufacturer to be born by the Company, provided such claim proves
to be valid. In the event that the OEM manufacturer rejects such claim,
all associated costs of repair, transport, insurance, customs duty and any
other costs will be born by the Customer.
The Company may temporarily suspend its obligations in terms of this
agreement in order to service, repair, maintain, upgrade, modify, alter,
replace or improve any of the Companys services. Where the circumstances
permit, the Company shall use its best endeavours to provide prior notice
of any such suspension to the Customer. The Customer shall not be entitled
to any setoff, discount, refund or other credit in respect of any such suspension
of service nor in respect of any suspension that is beyond the Companys
9.1. All intellectual property rights vested in or owned by a party or
held by a party under any licensing agreement with any independent third
party shall be and remain the sole property of such party and the relevant
9.2. The Customer shall not be entitled to use any of the images, content,
trademarks, logos, brand names, domain names or other marks (collectively
referred to herein as marks) of the Company or any of its associates,
or any of the product OEM manufacturers, without the prior written approval
of the Company or the OEM manufacturers respectively.
The Company shall be entitled to cede, assign, transfer or delegate all
or any of its rights or obligations under this agreement to an affiliate
of the Company or to any third party.
11.1. The parties choose domicilium citandi et executandi (domicilium)
for the purposes of giving any notice, the payment of any sum, the service
of any process and for any other purpose arising from the agreement at the
addresses specified, in the case of the Customer, the physical address given
by the Customer's registration information, in the case of the Company,
by the physical address given in the 'Contact Us' page of the Website.
11.2. Any notice required or permitted to be given in terms of this agreement
shall be valid and effective only if in writing.
11.3. Any notice given and any payment made by one party to the other (the
addressee) which: -
11.3.1. is delivered by hand during the normal business hours of the addressee
at the addressees Dom cilium for the time being shall be presumed, until
the contrary is proved, to have been received by the addressee at the time
11.3.2. is posted by prepaid registered post from an address within South
Africa to the addressee at the addressees Dom cilium for the time being,
shall be presumed, until the contrary is proved, to have been received by
the addressee on the 7th (seventh) day after the date of posting;
11.3.3. is transmitted by tele-facsimile or e-mail shall be deemed (in the
absence of proof to the contrary) to have been received within 1 (one) hour
of transmission where it is transmitted during normal business hours and
within 2 (two) hours of the commencement of the following business day where
it is transmitted outside those business hours.
12.1. The Customer hereby specifically agrees, during the course of this
agreement, to be bound by the laws of the Republic of South Africa only,
and that they hereby further specifically agree to waive and relinquish
all rights enjoyed under the laws of any other country that contradict,
or are not granted, or recognised by the laws of the Republic of South Africa.
12.2. All Internet or electronic transactions are deemed to have taken place
in Johannesburg, South Africa, at the time implied by the Company System
12.3. All amounts will be paid in South African Rand (ZAR).
13.1. This document constitutes the sole record of the agreement between
the parties and no addition, variation or agreed cancellation of this agreement
shall be of any force or effect unless in writing and signed by or on behalf
of the parties. If there is any provision in any addendum which conflicts
with any provision in the standard terms and conditions of sale, the latter
13.2. No party shall be bound by any express or implied term, representation,
warranty or the like which is not recorded in this agreement.
13.3. No extension of time or indulgence which one party (the grantor) may
grant to the other (the grantee) shall constitute a waiver of any of the
rights of the grantor who shall not be precluded from exercising any past
or future rights against the grantee.
13.4. All terms inferring gender will apply to both male and female equally.
All persons or entities who are referred to in the singular or plural, will
apply to both the singular or plural interchangeably. All clause headings
are intended for legibility only, and no meaning whatsoever can be derived
from, or associated with those headings with respect to the following clause