Invoice Terms & Conditions

THE APPLICANT or its duly authorised agent hereby applies for credit facilities with THE GRANTOR and, in so doing, hereby accepts the following terms and conditions of sale.  In respect of those terms and conditions of sale not contained herein, the GRANTOR’S standard terms and conditions of sale as located on its website (https://www.tiautoinvestments.co.za/treads-unlimited/) shall be applicable.  To the extent there is any conflict between the terms and conditions herein contained and those on the GRANTOR’S website, the terms and conditions herein contained shall prevail:

1. Credit Terms

• THE APPLICANT agrees that any amount reflected in a Tax Invoice shall be due and payable unconditionally (a) Cash on Delivery; or (b) if THE APPLICANT is a Credit Approved Customer, within 30 (thirty) days from the end of the month in which a Tax Invoice has been issued by THE GRANTOR. Settlement is effected only on receipt of cash or by way of electronic funds transfer, in freely available funds, and shall be made to THE GRANTOR free of exchange and without deductions of any nature whatsoever. The APPLICATION shall be required to submit to the GRANTOR a remittance advice in respect of each of the payments it has effected, on the date of payment.  Any credit facilities granted to THE APPLICANT by THE GRANTOR is entirely at the discretion of THE GRANTOR and may be withdrawn at any time.  The GRANTOR shall be entitled to allocate payments to such indebtedness of the APPLICANT as it in its sole discretion determines.
• THE APPLICANT agrees to accept the receipt of electronic format statements, tax invoices, shipment documents (proof of delivery), credit and debit notes from THE GRANTOR, which will be transmitted via e‑mail, and the following conditions thereto as required by the South African Revenue Services and in terms of the provision of the Value-Added‑Tax Act for the issuing of tax invoices, credit and debit notes:
  • electronic documents (tax invoices, credit and debit notes) will be transmitted and issued to THE APPLICANT in 128bit encrypted PDF file format.
  • both THE APPLICANT and THE GRANTOR shall retain the electronic documents in their original encrypted format for a period of 5 (five) years from the date of the delivery to which it relates.
  • the transmitted electronic document will constitute the original statement, tax invoice, credit or debit note. No other tax invoice, credit or debit note will be issued in respect of any specific delivery, unless as a copy of the original document.
• In the event where THE APPLICANT’s payment is not accompanied by a remittance, detailing how the payment should be allocated, THE GRANTOR has the right to allocate the payment at THE GRANTOR’s discretion.

2. Change of address

THE APPLICANT undertakes to notify THE GRANTOR, in writing, within 7 (seven) days of any change to any of its addresses including its physical, postal and/or e‑mail addresses. The onus shall be on THE APPLICANT to prove delivery of such notification.

3. Change of ownership

THE APPLICANT undertakes to notify THE GRANTOR immediately upon any change of ownership in THE APPLICANT being proposed and thereafter to keep THE GRANTOR notified as to the status of such proposed changes. Should any change of ownership occur, THE APPLICANT shall be obliged to notify THE GRANTOR in writing, within 20 (twenty) days of such change of ownership, irrespective of the nature or value of such change. THE APPLICANT acknowledges that immediately upon any change of ownership in THE APPLICANT all amounts owing to THE GRANTOR by THE APPLICANT, whether due or not, shall immediately become due, owing and payable to THE GRANTOR.

4. Domicilium

THE APPLICANT and the signatories to all and any securities attached to this credit application, choose Domicilium Citandi et Executandi (in other words, the address at which THE APPLICANT and such persons will accept all notices, legal documents and the like) for all purposes arising out of this credit application at the physical address stipulated in Section A of this credit application. THE APPLICANT and any of the signatories undertake to notify THE GRANTOR in writing of any change of any such address within 7 (seven) days of same changing. Should they fail to do so, the address stipulated in Section A shall continue to apply. The onus shall at all times be on THE APPLICANT and the signatories to prove delivery of any notice of change of address.

5. Consent to sharing information and retention periods

• For the purpose of making credit risk management decisions and preventing fraud, THE APPLICANT hereby warrants that THE GRANTOR has consent to
  • carry out a credit enquiry on THE APPLICANT and the Directors/Members/Partners/Trustees/Principals of THE APPLICANT from time to time with one or more credit bureaus, credit information agents, credit insurance companies or other creditors (trade references) of THE APPLICANT’S in terms of this agreement.
  • THE GRANTOR may transmit details to credit bureaus, credit information agents, credit insurance companies or other creditors of THE APPLICANT’S of how THE APPLICANT has performed in meeting his/her/its obligations in terms of this agreement.
  • if THE APPLICANT fails to meet his/her/its commitments to THE GRANTOR, THE GRANTOR may record THE APPLICANT’S non-performance with credit bureaus, credit information agents, credit insurance companies or other creditors of THE APPLICANT.
• Such information shall be retained for periods as stipulated in any applicable law, but no longer than the duration of the validity of this agreement. Where THE APPLICANT has not used a facility under this agreement for 6 (six) months, THE APPLICANT will be required to re-apply for such a facility.

6. Pricing increments

THE GRANTOR shall be entitled to change the cost of its goods and services at any time in its sole discretion and without prior notice to THE APPLICANT. If pricing changes occur post an order being placed by THE APPLICANT but prior to delivery to THE APPLICANT, THE GRANTOR shall be entitled to deliver at the new price. THE GRANTOR shall not be obliged to grant or entertain any early settlement discounts.

7. Valid Orders

In the event of any order being given to THE GRANTOR on an order form reflecting THE APPLICANT’S name as the entity from which the order emanates such order shall be deemed to have emanated from THE APPLICANT, notwithstanding the fact that such order may have been given or signed by a person not authorised by THE APPLICANT, and such order will be deemed to constitute valid delivery. It is further the sole responsibility of THE APPLICANT to determine that goods ordered are suitable for the purposes of the intended use.

8. Delivery

• THE APPLICANT agrees that the signature of any agent, contractor, sub-contractor or employee of THE APPLICANT on THE GRANTOR’s official delivery note/invoice/waybill, or the delivery note of any authorised independent carrier will constitute proof of valid delivery of the goods purchased.
• Any delivery date stated on any order confirmation is approximate only. THE GRANTOR shall not be bound by that date but will make all reasonable efforts to deliver by that date.
• Whilst THE GRANTOR will endeavour to ensure that goods are delivered timeously, it shall not be responsible for any delays in the delivery of goods, and THE APPLICANT shall not be entitled to refuse acceptance of late deliveries.
• The risk in and to the goods shall pass from THE GRANTOR to THE APPLICANT at the time of delivery notwithstanding that ownership will not pass to THE APPLICANT until full payment of the purchase price has been received by the GRANTOR. Delivery shall be deemed to have taken place against signature of THE GRANTOR’s delivery note, proof of posting if the goods are posted to THE APPLICANT or delivery to the South African Transport Services or Road Carrier if the goods are railed or transported by THE GRANTOR. The Post Office/South African Transport Services or Road Carrier shall act as the agent of THE APPLICANT.

9. Repairs and warranties

• New goods are guaranteed according to either THE GRANTOR’s specific warranties, or the original Manufacturer’s warranties. Where indicated certain goods may be sold to THE APPLICANT on the basis of THE GRANTOR not accepting any responsibility for latent defects in which case any product warranties are specifically excluded.
• Should a product supplied to THE APPLICANT by THE GRANTOR be faulty or require return for credit and where a warranty is applicable, THE APPLICANT shall contact THE GRANTOR within 14 (fourteen) days from the goods becoming defective and arrange at its own cost for the goods to be returned to THE GRANTOR, where applicable.
• Liability under clause 2 is restricted to the cost of repair or replacement of faulty goods or granting of credit to the value of such goods. Any goods returned must be accompanied by the original tax invoices as issued by THE GRANTOR.
• All warranties and guarantees shall become immediately null and void should any equipment be tampered with, seals be broken or should the goods be operated outside of specifications. Damage caused by lightning strikes, power surges, power spikes, or other incidents beyond the control of THE GRANTOR are not covered in any warranties.
• Should THE GRANTOR find no fault with the returned goods, they will be returned to THE APPLICANT at the cost of THE APPLICANT and a 10% (ten percent) handling fee will be charged.
• Where goods are returned for repair THE APPLICANT shall be required to accept a cost estimate prior to any repair work being carried out. Any item returned for repair to THE GRANTOR may be sold to defray costs if such repair items are not collected within 90 (ninety) days of such repair being carried out.

10. Copyright

THE APPLICANT acknowledges THE GRANTOR’s intellectual property rights in the goods and unconditionally and irrevocably undertakes not infringe such intellectual property rights.

11. Payments to THE GRANTOR

Payments may only be made by way of cash or by way of electronic funds transfer, in freely available funds, free of exchange and without deductions of any nature whatsoever.   In the event of any payments being deposited into or transferred into the incorrect banking account of the GRANTOR, THE APPLICANT shall still be liable to THE GRANTOR for payment. Should THE GRANTOR at any time advise THE APPLICANT of any change to THE GRANTOR’s bank account details THE APPLICANT shall confirm such change with a director of THE GRANTOR before effecting any further payments; provided however that nothing contained herein shall be interpreted as obliging THE GRANTOR to afford THE APPLICANT any such indulgence to effect payment after due date.

12. Reservation of ownership

Until such time as THE APPLICANT has paid the purchase price in full in respect of any purchase of goods, the ownership in and to all such goods shall remain vested in THE GRANTOR. THE GRANTOR shall, in its sole discretion, without notice to THE APPLICANT, be entitled to take possession of any such goods which have not been paid for in respect of which payment is overdue, in which event THE APPLICANT shall be entitled to a credit in respect of the goods so returned being the price at which the goods are sold or the value thereof as determined by THE GRANTOR. THE APPLICANT hereby waives any right it may have for a spoliation order against THE GRANTOR in the event that THE GRANTOR takes possession of any goods.

13. Responsibility for losses, damages or delays

• THE GRANTOR will not in any way be responsible for losses,; consequential losses, damages or delays (whether direct or indirect) sustained by THE APPLICANT, irrespective of whether this is caused by or arising from any error, discrepancy, defect of specifications,; measurements or other instructions, natural disasters, epidemics, pandemics, unavoidable accidents of any kind, acts of the State’s enemies, riots, border closures, travel restrictions, lockouts, lockdowns, cessation of labour, transport delays, shortened hours of labour, insurrection, war, the imposition of any trade boycotts or sanctions of trade restrictions by any government, authority, company or organisation or person or persons, whether within the Republic of South Africa or anywhere else, or any other cause or contingency whatsoever beyond the control of THE GRANTOR.
• THE GRANTOR provides no guarantees or warranties (whether express or implied) as to the suitability of any goods for any purpose for which they are required.

14. Defaulting in payment

In the event of THE APPLICANT defaulting in making payment of any amount that has become due and owing, the full balance outstanding (whether due or not) will immediately become due and payable without notice to THE APPLICANT.

15. Interest on overdue accounts

THE GRANTOR shall be entitled to charge THE APPLICANT interest at the rate of 2% (two percent) per month from the moment any debt becomes overdue, provided however that nothing contained herein shall be interpreted as THE GRANTOR affording THE APPLICANT any indulgence to make payment after due date.

16. Proof of claims

A certificate signed by a manager or any director of THE GRANTOR- whose position and signature shall not be necessary to prove – reflecting the amount owing by THE APPLICANT to THE GRANTOR, in respect of any credit facilities granted to THE APPLICANT relating to THE APPLICANT’S dealings with THE GRANTOR, and of the fact that such amount is due, owing and unpaid shall be considered as adequate proof – on its mere production – of the outstanding amount for the purpose of any action (whether by way of provisional sentence or otherwise), proof of debt on insolvency or for any purpose whatsoever where the amount of such claims is required to be established, and it shall rest with THE APPLICANT to prove that such amount is not owing and/or due and unpaid.

17. Banker’s guarantee

On acceptance of the credit application referred to in Section A to which these terms and conditions of sale are attached as Section B, and within 5 (five) days thereof, THE APPLICANT shall deliver to THE GRANTOR, an original, unconditional banker’s guarantee in an amount as notified by THE GRANTOR to THE APPLICANT upon acceptance of the credit application. Such banker’s guarantee shall be required to

(a) have been issued by a reputable financial institution acceptable to THE GRANTOR and which shall be required to take the form of Annex “B1” hereto

(b) be capable of unconditional presentation for payment in circumstances where THE APPLICANT is in default of any of its obligations to GRANTOR; and (c) remain valid indefinitely until released by THE GRANTOR.

18. Other securities

THE APPLICANT undertakes to execute (and to ensure that the sureties to Annex “C1” execute) all relevant security documents forming part of Section C of this Application which securities are given unconditionally, irrevocably and in perpetuity in favour of THE GRANTOR as security for the indebtedness of THE APPLICANT to THE GRANTOR from time to time.

19. Undertaking to execute

THE APPLICANT unconditionally and irrevocably undertakes to execute all and any documentation presented to it by THE GRANTOR in order to register any bonds required by THE GRANTOR over the assets listed in Annex “C4” and/or Annex “C5” immediately upon demand by THE GRANTOR and irrevocably and unconditionally appoints THE GRANTOR as its attorney and agent in rem suam to execute all documents and do all other such things as are necessary to execute all documentation pertaining to such bonds and to register such bonds at any time. Should it become impossible for any reason whatsoever for THE GRANTOR to register the bonds required over the assets listed in Annex “C4” and/or Annex “C5” hereto at any time, THE GRANTOR shall be entitled, in its sole and absolute discretion, to revoke any credit facilities granted to THE APPLICANT and all and any amounts owing to THE GRANTOR at the time of such revocation shall become immediately due, owing and payable by THE APPLICANT to THE GRANTOR.

20. Consent to jurisdiction

Notwithstanding the amount which may at any time be owing by THE APPLICANT to THE GRANTOR, THE APPLICANT agrees that THE GRANTOR may institute action either in the relevant Magistrates Court with jurisdiction, alternatively, may bring proceedings by way of arbitration in respect of any dispute arising between THE APPLICANT and THE GRANTOR, which election shall be at the sole and absolute discretion of THE GRANTOR. Should THE GRANTOR elect to proceed in the Magistrates Court, THE APPLICANT consents to its jurisdiction irrespective of the value of the matter. Should THE GRANTOR elect to proceed by way of arbitration, the arbitration shall be conducted as an expedite arbitration in accordance with the rules of AFSA. The arbitrator shall determine the venue for the arbitration as well as the rules to be applied in the arbitration and his decision shall be final and binding on the parties and not capable of appeal, save in the event of manifest error.

21. Recovery of legal/collection costs

Should THE GRANTOR instruct its attorneys or collection agent to collect any overdue amounts, or take any action against THE APPLICANT in the implementation or protection of THE GRANTOR’s rights, THE GRANTOR shall be entitled to the recovery of all legal or collection costs arising therefrom, on a scale as between attorney and own client.

22. Non-waiver of rights

Any condonation of any breach of any of the provisions hereof or other act or relaxation, indulgence or grace on the part of THE GRANTOR shall not in any way operate as or be deemed to be a waiver by THE GRANTOR of any rights hereunder or be construed as a novation thereof.

23. Severability of clauses

Each clause of these conditions of sale is severable, the one from the other and if any one or more clauses are found to be invalid or unenforceable, that clause/s shall not affect the balance of these conditions of sale, which shall remain of full force and effect.

24. Anti-Bribery and Corruption

• Without prejudice to any other clause in this Agreement, the Customer warrants and represents that it:
  • has not offered, paid or accepted, and shall not offer, pay or accept, directly or indirectly through any third party, any improper payments (anything of value including improper gifts, travel, entertainment, political or charitable contributions or employment opportunities) to secure or retain an improper business advantage for itself or for TiAuto Brand’s benefit (“Prohibited Conduct”) in connection with any aspect of this agreement;
  • has and shall maintain during the term of this Agreement internal controls, policies and procedures, including training and monitoring, reasonably designed to prevent and detect potential violations and to ensure that Customers employees and representatives comply with this undertaking; and
  • its employees, contractors, sub-contractors (whether direct or indirect), agents, third party service providers and assignees: –
    • do not use forced or compulsory labour in the provision of the Services; and
    • do not use child labour in the provision of the Services; and
    • allow the freedom of association (including the right to dissociate); and
    • comply with minimum wage, labour and occupational health and safety legislation within your area(s) of operation; and
    • comply with all applicable environmental legislation within your area(s) of operation; and
    • do not practise unfair discrimination
  • Notwithstanding anything to the contrary provided herein, Customer breaches this Clause 21 shall constitute a material breach of this Agreement in which case: (i) Customer shall indemnify, defend and hold harmless THE GRANTOR(including its parent and affiliate organisations, and all of their employees, officers, directors and shareholders) for such breach; (ii) without incurring any liability of any kind whatsoever, and upon providing written notice to Customer, THE GRANTOR may elect to terminate this agreement effective immediately with no obligations to pay any fees or other consideration to Customer under this agreement or otherwise, and (iii) THE GRANTOR shall have the rights and remedies otherwise available under contract, law or equity, which rights and remedies shall survive termination or expiration of this agreement.

25. Entire agreement

This contract contains the entire agreement between the parties and any other terms thereof whether express or implied or excluded here from and any variations, cancellations or additions to this contract shall not be of any force or effect unless reduced to writing and signed by the parties or their duly authorised signatories. The agreement shall be governed by the laws of the Republic of South Africa. THE APPLICANT and THE SURETY / SURETIES, by their signatures hereunder, confirm that the information submitted in this application is true and correct in all respects and that they are entirely familiar with the terms and conditions contained herein.

before the undersigned witnesses by THE APPLICANT or its duly authorised agent/signatory who hereby warrants that he/she is authorised to sign on behalf of THE APPLICANT by: