Terms & Conditions of Sale

Automation Products (Pty) Ltd Conditions of Sale

All orders accepted by Automation Products (Pty) Ltd are subject to the Terms and Conditions of Sale set out below:

(Updated May 2020)

General

1.1 All orders for products on the Automation Products website at https://autoproducts.co.za (the “AP website”) accepted by Automation Products (Pty) Ltd (hereafter referred to as “AP”) a company registered in South Africa under registration number 2016/111103/07, are subject to these terms and conditions of sale. No other terms will apply to the supply of products and services by AP unless agreed in writing by an authorised signatory of AP or expressly stated otherwise in these terms and conditions of sale.

1.2 All descriptions of the products and services contained on the AP website or otherwise communicated to any purchaser of such products or services (the “Customer”) are approximate only and shall not form any part of the contract between AP and the Customer. AP shall not be liable to the Customer for any errors or omissions on the AP website or other product advertisement.

1.3 The advertising of products and services on the AP website is not an offer capable of acceptance; it merely constitutes an invitation by AP for the Customer to make an offer to purchase products and services. AP’s acceptance of the Customer's order will take place when AP confirms pricing and delivery dates to the Customer in writing, at which point a contract will come into existence between AP and the Customer. Each order placed by a Customer shall constitute a separate contract between AP and the Customer, to be governed by these terms and conditions.

1.4 AP is a business-to-business supplier. The AP website is intended for use by business customers and not by private individuals acting as consumers (as defined in applicable legislation) (“Consumers”). Notwithstanding the foregoing, nothing in these terms and conditions of sale shall affect the statutory rights of a Customer who deals as a consumer.

1.5 The Customer’s particular attention is required for clause 11, which sets out certain limitations of AP’s liability.

Prices

2.1 The transactional currency for all transactions between AP and the Customer is South African Rands (ZAR).

2.2 The indicative prices of the products and services are as set out on the AP website. AP reserves the right to change prices without prior notice at any time.

2.2 The price of an ordered product or service will be as set out in the written acceptance communicated by AP, together with any applicable discounts.

2.3 All prices exclude value-added tax, which AP will add at the rate applicable at the date of order acceptance.

Ordering

3.1 AP reserves the right to decline to trade with any company or person. AP may decline to accept any order, whether or not payment has been received, by giving notice of non-acceptance to the Customer by telephone, email or facsimile within a reasonable period of receipt of the order by AP. Further, AP may vary or cancel orders prior to collection or delivery of the product which have been accepted by giving written a notice of such cancellation to the Customer by telephone, email or facsimile within a reasonable period of receipt of the order by AP, without incurrence of any penalty or liability. If AP rejects or cancels an order for which payment has been taken, it will refund the amount to the Customer as soon as reasonably practicable.

3.2 AP executes orders to the Customer's requirements but may provide substitute products where requested by the Customer, or where the product has been superseded by the latest version. To the extent that orders cannot be fulfilled completely from stock, the unfulfilled balance will (at the Customer's option) either be put on back order to be fulfilled when AP next has available stock or be cancelled and refunded to the Customer.

3.3 The Customer must submit orders using the AP stock numbers and the priced units used on the AP website and must specify which delivery option is required. Any confirmation of a previous order by the Customer must be marked 'CONFIRMATION ONLY' or otherwise clearly identified as a confirmation to avoid duplication. If the Customer orders the wrong product or number of products or duplicates orders, the provisions of clause 12 (Cancellation and Returns) will apply.

Delivery

4.1 Subject to any cancellation, substitution or non-fulfilment of Customer's orders in accordance with clause 3 (Ordering), AP will deliver the products specified in the Customer's order. AP may use third party delivery agents to deliver products to Customers.

4.2 The Customer's delivery options, and the prices for them, are as set out on the AP website and will be applied at the date of the order or will be notified to the Customer at the time of order.

4.3 Delivery prices apply per order, irrespective of the number of products ordered. Delivery will be made to the Customer's usual business address unless otherwise agreed in writing.

4.4 AP will aim to deliver products in accordance with the times and dates for delivery quoted on the AP website or by AP’s employees (the 'Quoted Delivery Times'), but Quoted Delivery Times are approximate only and AP shall not be liable for the consequences of any delay in delivery. Time for delivery shall not be of the essence. Delivery of products marked on the AP website as requiring special handling may (because of the nature of the products) take longer to be delivered.

4.5 If any delivery has not been made by the Quoted Delivery Time, then subject to the Customer notifying AP of such delay, AP will endeavor to ascertain if the product has been delivered and will inform the Customer of the status of the delivery or the new expected delivery time. AP may also, at its discretion, refund the total delivery charge to the Customer in circumstances where there is a delay in delivery. If a revised delivery time is not acceptable AP may also, at its discretion, offer an alternative delivery option. These are the Customer's exclusive remedies for late delivery.

Inspection, Transit Delays and Non-delivery

5.1 The Customer must inspect the products as soon as is possible after delivery or collection. The Customer shall, within 10 days (or 30 days only for Consumers) of the date of delivery or collection or, in the case of sub-clause iv below, of the Quoted Delivery Time or any updated estimated date for delivery, give notice to AP in detail of:

Any defect in the product that is apparent on reasonable examination. In this case AP shall, at its discretion, replace the products or refund the purchase price. In any event, the Customer must refuse parcels delivered to it in a damaged condition;
Any shortfall in products delivered. In this case, AP shall, at its discretion, deliver the undelivered products or refund the price of the undelivered products;
Any delivery of products not in accordance with the order. In this case, AP shall, at its discretion, replace the products or refund the purchase price; or
Any non-delivery of the products (in which case the time limit is within 10 days of the estimated despatch date). In this case AP shall deliver the undelivered products or refund the price of the undelivered products.

5.2 If the Customer fails to give any such notice, the products shall be conclusively presumed to be, in all respects, in accordance with the order and free from apparent defects, and the Customer shall be deemed to have accepted the products accordingly. AP’s record of the products despatched (including the quantity) shall be conclusive evidence of the products received by the Customer unless proved otherwise by the Customer.

5.3 The remedies set out above are the Customer's exclusive remedies for non-delivery or short delivery of products, or for apparent defects in the products or delivery of products not in accordance with the order. AP shall not be liable for any losses, consequential or otherwise, or for costs (including legal costs), expenses, liabilities, loss of profits, business or economic loss, depletion of goodwill, damages, claims, demands, proceedings, judgments or otherwise arising from these circumstances.

Payment

6.1 If AP has not granted credit to the Customer, payment terms are credit card or EFT with order.

6.2 Credit terms (subject to satisfactory references and at AP’s absolute discretion) are available. If credit has been granted, on acceptance of a Customer's order, AP will issue that Customer with an original and valid tax invoice (in a format approved by AP) to be issued by AP which complies with the Value-Added Tax Act 89 of 1991. Such invoice will be sent by email in PDF format unless otherwise agreed between AP and the Customer. The Customer shall pay the price of the product or service within 30 days from the date of statement. Credit facilities may be withdrawn by AP at any time with prior notice to the Customer and AP reserves the right, in its sole and absolute discretion, to alter the credit facilities or to review the extent, nature and duration of such facilities without being obliged to furnish reasons to the Customer.

6.3 All payments must be made without any set-off, deduction or counterclaim.

6.4 If any sum is not paid on the due date for payment then, without prejudice to any other right or remedy:

all sums then outstanding from the Customer will immediately become due and payable notwithstanding that such sums would not otherwise be due until a later date, and
AP shall be entitled to recover all costs that it has incurred in recovering any outstanding sums from the Customer, including but not limited to collection costs and legal costs; and
AP may also charge the Customer interest from the due date until payment is made in full (both before and after any judgement) on the amount unpaid at a rate which is 4 percent per annum above the prime overdraft rate published by First National Bank Limited from time to time.
6.5 A certificate signed by any director or manager of AP showing the amount due and owing by the Customer to AP at any given time shall be prima facie evidence of the facts stated therein for the purposes of all legal proceedings against the Customer for the recovery of the said amount including for the purposes of summary judgment or provisional sentence.

Passing of Risk and Property

7.1 In the case of products to be delivered to the Customer's usual business address, risk of loss of or damage to the products shall pass to the Customer on delivery, unless the Customer fails to take delivery of the products, in which case such risk shall pass to the Customer at the time when AP has attempted to deliver the products. In the case of products which the Customer orders to be collected from AP’s business premises, risk of damage or loss to the products shall pass to the Customer at the time of collection.

7.2 Ownership of any product supplied shall not pass to the Customer until full payment of the purchase price of the products and of all other amounts owing to AP has been made (in cash or cleared funds). If the Customer is late in paying any sum to AP, then AP shall be entitled to the immediate return of all products where ownership has not passed to the Customer. The Customer authorises AP and its agents to recover any such products in such circumstance, and to enter any premises of the Customer for that purpose.

7.3 Demand for or recovery of the products by AP shall not of itself discharge either the Customer's liability to pay the whole of the price and take delivery of the products or AP’s right to sue for the whole of the price.

Product and Availability Information

8.1 AP reserves the right, without prior notice, to discontinue any product or to make design changes as part of its continuous program of product improvement, or to assist product availability. The most up to date information on the availability and design of the products AP supplies is available on the AP website.

8.2 Unless otherwise confirmed in writing, nothing on the AP website is to be taken as a representation of the source of origin, manufacture, or production of the products or any part of them.

Warranty

9.1 AP warrants that no product purchased from AP is materially defective.

9.2 In the event of any such product being materially defective, and subject to the provisions of clause 5 (Inspection, Delivery, Delays and Non-Delivery) surrounding defects apparent on delivery, AP will (at its option) replace or repair the product or refund the purchase price.

9.3 These warranties shall not apply to any defect which arises from improper use, failure to follow the product instructions, or any repair or modification made without the consent of AP.

9.4 The remedies set out in this clause 9 shall be the Customer's sole remedies for any breach of warranty and in respect of the supply or non-supply of products and/or services.

9.5 The availability of the remedies set out in this clause 9 is subject to:

a claim being made in writing to AP, prior to the return of any defective product, and within 6 months of the original date of despatch or date of service, or such other periods as may be indicated by AP for specific products or services from time to time in writing; and
the Customer returning the relevant products, or making them available for collection by AP, in accordance with AP’s instructions and suitably packaged. In particular, for any returns, the Customer must obtain a returns number from AP and quote this on all paperwork, and state the original invoice number in respect of the products and the nature of any claimed defect.

9.6 Where the Customer returns defective products otherwise than in accordance with these provisions, AP may refuse such products and return them to the Customer at the cost of the Customer.

9.7 Any products which are replaced by AP shall become the property of AP. Title to replacement products shall pass to the Customer in accordance with the provisions of clause 7 (Risk and Ownership), and the period of the replacement product's warranty shall be the unexpired period of the defective product's warranty.

9.8 The Customer shall have no remedy in respect of any untrue statement made to it upon which it relied in ordering products and/or services (unless such untrue statement was made fraudulently) other than any remedy it may have set out expressly in these terms and conditions of sale.

9.9 Save as expressly provided in these terms and conditions of sale, all implied warranties, terms and conditions (whether statutory or otherwise) concerning the supply or non-supply of products and/or services are excluded to the fullest extent permitted by law (including, without limitation, the implied terms of satisfactory quality, fitness for purpose and provision of services with reasonable care and skill).

9.10 Except as required by law, AP will not be liable to the Customer for any loss, damage or liability of any kind whatsoever which arises out of the breach of implied warranties, terms or conditions (statutory or otherwise) or breach of any other duty of any kind imposed on AP by operation of law. The Customer acknowledges that it is responsible for ensuring that the products and services it orders are fit for the purposes for which it intends to use them.

Limitations of Use

10.1 The Customer certifies that products purchased from AP will not be used, sold or incorporated into products used directly or indirectly in the design, development, production or use of chemical, biological or nuclear weapons, delivery vehicles and systems of the same or in the development of any weapons of mass destruction.

10.2 Products sold by AP are not recommended or authorised for use in life support, surgical implantation, nuclear or aircraft applications or for any use or application in which the failure of a single component could cause substantial harm to persons or property.

Liability

11.1 AP shall not be under any liability for damage, losses (whether direct, indirect or consequential), expenses, liabilities, loss of profits, business or economic loss, depletion of goodwill, costs (including legal costs), claims, demands, proceedings, judgments or otherwise resulting from the failure to give advice or information or the giving of incorrect advice or information whether or not due to its negligence or that of its employees, agents or sub-contractors.

11.2 AP shall not be liable for economic loss, punitive damages, loss of revenue, loss of profits or expected future business, damage to reputation or goodwill, loss of any order or contract or any consequential or indirect loss or damage, all as may result from, or be connected with: (i) any express or implied terms of the contract between AP and the Customer, or of any order accepted by AP; (ii) any duty of any kind imposed on AP by law arising out of or in relation to the contract between AP and the Customer or order; (iii) any defect in the products or services; (iv) intellectual property rights infringement; or (v) any other loss whatsoever arising out of these terms and conditions of sale.

11.3 If, notwithstanding any other provisions in these terms and conditions of sale including without limitation clauses 9 (Warranties and Remedies), 10 (Limitations of Use) and 11 (Liability), any liability attaches to AP, AP's liability to the Customer arising out of or in connection with these terms and conditions of sale or any order whether in contract, delict or otherwise in respect of one or more of (i) any express or implied terms of the contract between AP and the Customer, or of any order accepted by AP; (ii) any duty of any kind imposed on AP by law arising out of or in relation to the contract between AP and the Customer or the order; (iii) any defect in the products or services; (iv) intellectual property rights infringement; or (v) any other loss whatsoever arising out of these terms and conditions of sale, shall be limited to the lesser of R1,000,000 and the total value of the order.

10.4 Nothing in these terms and conditions of sale (including without limitation this clause 11) shall exclude or limit the liability of AP for death or personal injury caused by the negligence of AP or its employees, agents or sub-contractors, or for fraud or anything else which cannot by law be limited or excluded.

No Fault Cancellations and Returns

12.1 AP may, at its discretion and in writing, allow an order to be cancelled where there is no fault with the product subject to AP recovering from the Customer the costs incurred by AP, and subject to the processing charge provided for in this clause 12.

12.2 In the event of cancellation of part of any order only, AP may invoice the Customer any difference in selling price per unit applicable to the quantity actually despatched up to the time of cancellation compared to the quantity ordered, taking into account volume discounts applied to such order.

12.3 For Customers other than Consumers, a reasonable processing charge may apply in respect of all products returned other than due to defects covered by the warranty at clause 9.

12.4 For Consumers wishing to return a product, no processing charge will be applied if the correct procedure is followed as set out in this clause 12, except that AP may charge the direct cost of returning the products (e.g. the courier charge).

12.5 Customers may only return products to AP and receive a credit or refund and under the following conditions:

The Customer should contact AP to obtain a returns number (to be quoted on all relevant paperwork)
Return must be made within 30 days of the date of delivery (as stated on the delivery documentation) or collection of such product(s).
Products must be returned to AP in their original condition and packaging and in a condition which will enable them to be immediately fit for resale;
Products must be returned to AP adequately packed and despatched freight prepaid, clearly labelled to: CUSTOMER RETURNS DEPARTMENT, Automation Products (Pty) Ltd, 13 Bloubokkie Street, Koedoespoort, Pretoria, 0186.
The Customer must quote the invoice details or the AP reference number on the AP Customer Returns Form from the original despatch note, otherwise, any credit given for the returned products will be based upon the lowest sales price.

12.6 Where the Customer returns products to AP not in accordance with clause 12.5 (i) – (v) above (for example, after the period for returns has expired or in an unfit state) AP may refuse to accept the return and return the products to the Customer at the Customer's expense or may apply a handling charge which relates to the actual cost of reprocessing.

12.7 This no fault returns policy excludes specially manufactured products and any products marked as non-cancellable (NC) or non-returnable (NR).

12.8 AP accepts no responsibility for any loss of or damage to products in transit from Customer to AP or for any items received by AP with them.

Compliance with laws, instructions and warnings

The Customer must, at all times:

comply with all relevant laws, regulations and standards relating to the products, including but not limited to the loading, storage, stacking, handling and use thereof;
comply with the instructions provided by AP in relation to the products and the handling and use thereof;
take proper notice of the warnings provided by AP in relation to any hazards associated with the products or the handling or use thereof;
to the extent applicable, communicate the items listed in (i) to (iii) above to all persons to whom the Customer supplies the goods; and
ensure that the persons referred to in (iv) above undertake to communicate the items listed in (i) to (iii) above to all persons to whom they supply the goods, and so on down the supply chain until the goods reach the end user.

If the Customer exports the products:

the Customer shall comply with all applicable export controls and shall comply with any applicable AP policy in force from time to time (if there is any conflict between the two, the export controls shall prevail); and
it is the Customer’s sole responsibility to ensure that it complies with all laws and regulations applicable to exports.

As far as the law allows, the Customer hereby indemnifies AP against all actions, claims, costs, demands and expenses incurred or suffered by AP arising out of the breach by the Customer of this clause 13.

Business rescue

If the Customer is a company, it must notify AP in writing within 2 days of the occurrence of the following events:

when its board of directors becomes aware that the Customer is Financially Distressed;
when its board of directors contemplates, considers, discusses or agrees to the Business Rescue of the Customer proposes to do any of the things referred to in this clause 15; or
when it becomes aware of any person proposing to take, or taking, any step to apply to court for the Business Rescue of the Customer.

The written notice must set out the full details of the Financial Distress or the actual or proposed activity contemplated in (ii) and/or (iii) above, as the case may be.

'Business Rescue' bears the meaning assigned to it in section 128(1)(b) of the Companies Act, 71 of 2008, and 'Financially Distressed' bears the meaning assigned to it in section 128(1)(f) of that Act.

Breach

If the Customer breaches any obligation owed by it to AP whether under these terms and conditions of sale or otherwise and fails to remedy such breach (if such breach is capable of remedy) within 7 days of receipt of written notice from AP requiring it to do so, AP shall be entitled, without prejudice to any other remedies to which it may in law be entitled, to:

claim immediate payment of all amounts payable by the Customer to AP notwithstanding that such sums would not otherwise be due until a later date;
suspend performance of any obligation owed by it and to claim any additional costs and expenses incurred by it as a result thereof;
cancel the contract; and/or
to retain, as a penalty, all amounts paid by the Customer or alternatively to claim such damages as it may have suffered.

The Customer shall be liable to pay all expenses and legal costs, including attorney and client costs and collection commission, which AP may incur in taking any steps pursuant to any breach of these terms and conditions of sale by the Customer.

In addition to any and all other legal remedies available to AP in law, AP may immediately cancel this contract or any other contract between the parties with no notice to the Customer if the Customer:

delivers a written notice referred to in (i) of clause 14 to AP;
becomes Financially Distressed, or any person undertakes or proposes any activity contemplated in (ii) or (iii) of clause 14;
is liquidated (provisionally or finally, voluntarily or compulsorily);
effects a general compromise or any other arrangement with its creditors; and/or
suffers any judgment to be granted against it and fails to meet the judgment, or take steps to set it aside or rescind it, within 30 days of it being granted.

Force Majeure

A force majeure event is any event beyond the reasonable control of AP (including but not limited to strikes, traffic congestion, the downtime of any external line, or AP’s inability to procure services, materials or articles required for the performance of the contract except at enhanced prices). If AP is prevented or restricted from carrying out all or any of its obligations under these terms and conditions of sale by reason of any force majeure event, then AP shall be relieved of its obligations during the period that such event continues, and shall not be liable for any delay and/or failure in the performance of its obligations during such period. If the force majeure event continues for a period longer than fourteen days, AP may cancel the affected order or cancel the whole or any part of these terms and conditions of sale, without any liability to the Customer.

Intellectual Property Rights

17.1 The Customer acknowledges that AP and its licensors own the intellectual property rights in the AP website, the stock numbers and the products supplied or listed in any of the aforegoing, and that their whole or partial reproduction or commercialisation (outside the purpose for which it was delivered) without AP’s prior written consent is prohibited.

17.2 AP does not warrant or give any assurance to the Customer that any products supplied do not infringe the intellectual property rights of any third party.

Anti-Corruption

18.1 The Customer shall (and shall procure that persons associated with it or other persons who are providing goods or services in connection with these Terms and Conditions shall) comply with all applicable laws, statutes, regulations relating to anti-bribery and anti-corruption, including, but not limited to, the Prevention and Combating of Corrupt Activities Act 2004, the Prevention of Organised Crime Act 1998 and the Financial Intelligence Centre Act 2001 (the Relevant Requirements) and shall:

not (directly or indirectly) induce any employee, agent or subcontractor of AP to make any concession to or confer any benefit on the Supplier, refrain or withhold from doing any act, in return for any gift, money, or other inducement;
not do or omit to do any act that will cause or lead AP to be in breach of any of the Relevant Requirements; and
promptly report to AP any request or demand for any undue financial or other advantage of any kind received by the Customer in connection with these Terms and Conditions.

18.2 The customer is informed that:

AP employees are not permitted to accept gifts of more than token value, loans, excessive entertainment or other substantial favours from any company or individual that does business with AP or seeks to do so;
AP employees are not permitted to solicit gifts or other favours from any company or individual that does business with AP, or seeks to do so; and
entertainment of AP employees is acceptable only if it has a justifiable business purpose. It should be of a reasonable nature and such that AP’s employees, agents or contractors, can reciprocate.

18.3 Any breach of this clause 19 shall be a material breach of these terms and conditions which is incapable of remedy.

Personal information

19.1 AP will collect and process (in accordance with all applicable data protection laws) personal information of the Customer and its employees and other representatives for the purposes of offering and supplying our goods and services. To 'process' includes to collect, get, receive, record, organise, collate, store, update, change, retrieve, read, process, transfer, use and share.

19.2 The types of personal information that AP may collect and process includes information that AP may gain access to or receive from the Customer and its representatives (such as directors, officers, employees, contractors and suppliers) during the course of doing business or interacting with the Customer and its representatives. This may include information relating to the Customer, its directors, officers, employees, contractors and/or suppliers, which identifies the Customer and those representatives, and includes but is not limited to: name; identity number; physical address; postal address; telephone number; company registration number; VAT number; records of telephone or other correspondence; information concerning non-compliance with these Terms and Conditions of Sale; financial information; credit information and credit records; and information relating to financial history (all personal information of the Customer and its representatives is called 'Personal Information' or 'Customer's Personal Information').

19.3 AP will collect the Customer's Personal Information in several ways, including when the Customer or its representatives send correspondence, give information over the telephone, register to make use of the services on the AP website, complete or provide an order, purchases goods, makes use of the services, submits payment details, or browses the AP website.

19.4 The Customer consents to the processing of the Personal Information by AP (including any affiliate company, agent or contractor authorised by AP to process Personal Information) for the purposes of:

performing obligations arising from, or related to, these Terms and Conditions of Sale, or to the manufacturing and delivery of goods or services;
exercising rights and remedies of AP arising from, or related to, these Terms and Conditions of Sale, or to the manufacturing and delivery of goods or services;
obtaining credit references from third parties to determine the Customer's credit rating, or providing the Customer's credit information to third parties for the determination of the Customer's credit rating;
issuing and delivering payment instructions to a bank for collection of money from a specified bank account;
complying with laws authorising or requiring such processing, including but not limited to the Regulation of Interception of Communications and Provisions of Communication-Related Information Act, 70 of 2002, and the Financial Intelligence Centre Act, 38 of 2001;
facilitating the supply of products and/or the provision of services;
its legitimate business purposes; and/or
performing any other act allowed or required by law

19.5 AP will disclose Personal Information to third parties (such as suppliers or service providers) where this is reasonable or necessary to perform the processing or actions referred to above.

19.6 The Customer has the right:

of access to and the right to rectify the Personal Information collected;
to object at any time to the processing of Personal Information; and
to lodge a complaint with the regulatory authorities pursuant to any applicable data protection legislation.

19.7 While the supply of the Customer's Personal Information to AP is voluntary, a consequence of failing to provide the Personal Information is that AP may be unable to supply products or services to the Customer or properly perform it obligations.

19.8 Section 18(1) of the Protection of Personal Information Act, 2013 ("POPI") requires AP to notify the Customer and its representatives of various things relating to AP’s processing of the Personal Information, unless the Customer or the Customer's representatives have agreed otherwise. AP has endeavoured to make such notifications in these Terms and Conditions of Sale. The Customer agrees, for and on behalf of itself and its representatives, that AP does not need to take further steps to comply with any obligations in section 18 (1) (to the extent that AP has not done so) and that these Terms and Conditions constitute sufficient notification.

19.9 The Customer warrants and undertakes that it:

(i) has the right and the authority of its representatives to allow AP to collect and process the Personal Information in the way set out in these Terms and Conditions; and
(ii) will make its representatives aware of the contents of this clause 19.

19.10 The Customer consents that AP may use the name of the Customer by disclosing it to certain AP suppliers for market research and commission purposes, subject always to compliance with POPI and other data protection laws.

Law and Jurisdiction

20.1 The contract between AP and the Customer based on these terms and conditions of sale as applicable to each Customer order shall be governed by and interpreted in accordance with the laws of the Republic of South Africa and the Customer submits to the non-exclusive jurisdiction of the High Court (Gauteng Local Division, Johannesburg), but AP may enforce the contract in any court of competent jurisdiction.

20.2 Customers who are Consumers may submit any disputes with AP for resolution to the relevant industry Ombudsman

20.3 If any part of these terms and conditions of sale is found to be unenforceable by any court or competent authority or would be found to be unenforceable if it were interpreted or construed in a particular way, then it is the parties' express intention that the relevant wording should be interpreted or construed so as to avoid such a finding and that, in the event of such a finding, the remainder of the provision in question shall be interpreted or construed to give it full effect.

20.4 No express term of these terms and conditions nor any term implied under it is enforceable pursuant to the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to it.

Domicilia

The Customer nominates its domicilium citandi et executandi physical address for the service upon it of process and all notices in connection with these terms and conditions of sale. AP nominates the following address as its domicilium citandi et executandi for the service upon it of all process, and the following physical address and e-mail address for the service upon it of all notices, in connection with these terms and conditions of sale:

13 Bloubokkie Street, Koedoespoort, Pretoria, 0186, South Africa
E-mail: info@autoproducts.co.za

The notice shall be deemed to have been duly given:

5 Business Days after posting, if posted by registered post (airmail, if available) to the Party's address;
on delivery, if delivered to the Party's physical address between 08h00 and 16h00 on a Business Day (or on the first Business Day after that if delivered outside such hours);
on despatch, if sent to the Party's then e-mail address between 08h00 and 16h00 on a Business Day (or on the first Business Day after that if despatched outside such hours);

Unless the addressor is aware, at the time the notice would otherwise be deemed to have been given, that the notice is unlikely to have been received by the addressee through no act or omission of the addressee.

A party may change that Party's address or e-mail address for this purpose to another physical address in the Republic of South Africa by notice in writing to the other Party, such change to be effective only on and with effect from the 7th day after the giving of such notice.

Notwithstanding anything to the contrary herein contained, a written notice or communication actually received by a party shall be an adequate written notice or communication to that Party notwithstanding that it was not sent to or delivered at that Party's chosen address.

Consumer Protection Act

Nothing in these terms and conditions of sale:

limits or exempts AP from any liability (including liability for any loss directly or indirectly attributable to Ap’s gross negligence or that of any person acting for, or controlled by, AP) to the extent that the law does not allow this; or
requires the Customer to assume risk or liability for this kind of loss to the extent that the law does not allow this.

If these terms and conditions of sale, and/or any products and/or services provided under these terms and conditions of sale, is regulated by the Consumer Protection Act, 68 of 2008, as amended, it is not intended that any provision of these terms and conditions of sale contravenes any provision of that Act. Therefore, all provisions of these terms and conditions of sale must be treated as being qualified, to the extent necessary, to ensure compliance with the provisions of that Act.