Sales Terms and Conditions (B2B)

GENERAL CONDITIONS OF SALE OF KIMBE ELECTRIC CO OF SA (PTY) LTD TRADING AS LEGRAND – CONFIDENTIAL

These conditions of sale take precedence over any standard conditions of purchase of any customer, it being acknowledged by the customer that any such conditions of purchase are not applicable unless otherwise agreed in writing by Legrand.

These General Terms of Sale and Service are applicable to all orders and requests for Products and/or Services submitted by the Customer to Legrand, to any sales proposal drawn up by Legrand and to any order by the Customer. Any order and request for Services submitted to Legrand constitutes express and unreserved acceptance by the Customer of these General Terms of Sale and Service and waiver on its part of the application of its own general terms of purchase, servicing or sub-contracting.

PRICES

Selling prices are always those in force on the day on Invoicing. Prices are subject to change without notice according to tariffs and currency fluctuations. Prices are ex-works, inclusive of standard packaging.

ORDERS

All orders must be confirmed in writing to the sales department, by email or fax with a clear indication of a valid purchase order number, Legrand product codes, net purchase price and quantities.
All orders must have a name and signature of the person ordering.
Non-stock items can be ordered on request, 50% deposit is required. Airfreight costs will be charged to the customer.
For MTO items or Ex France stocking terms, Specific requests for international air freight or parcel service will be charged at actual price. The customer will receive a quotation and after written approval transport will be ordered.

DELIVERY

Standard deliveries within South Africa shall be limited to within the country of dispatch, unless otherwise specified as per Legrand’s most recent Sales Policy.
All export delivery charges will be for the customer’s account, unless prior approval has been given by Legrand.
The risk in the product will be passed to the customer on dispatch from our premises and the customer shall be responsible for taking appropriate insurance for such risk, unless otherwise specified.
Claims for short-supplied or damaged goods must be received in writing within 48 hours from delivery date.

DELIVERY CONDITIONS

GAUTENG

Goods will be delivered within 48 hours after reception of order.
Minimum net order amount for free delivery is R3 000.
Orders with a net value below R3 000, can be collected by the Client from Legrand’s central warehouse.
Goods will be ready for collection within 2 hours after reception of order.
The customer to communicate in writing the third parties’ details for collection to the Customer Service department.
Courier services can be organized by Legrand upon request. Delivery time depends on the delivery schedule of the courier company and will be communicated for each individual case. Legrand will charge at actual cost.

WESTERN CAPE – EASTERN CAPE – NORTHERN CAPE
PLACING ORDER SHIPMENT DELIVERY:

PLACING ORDER	SHIPMENT	DELIVERY
Monday and Tuesday	Wednesday	Friday
Wednesday and Thursday	Friday	Monday
Friday	Monday	Wednesday

Minimum net order amount for free delivery is R5 000.
Orders with a net value below R5 000, can be collected by the Client and its own courier service from Legrand’s central warehouse.
Goods will be ready for collection within 2 hours after reception of order.
The customer to communicate in writing the third parties’ details for collection to the Customer Service department.
Courier services can be organized by Legrand upon request. Delivery time depends on the delivery schedule of the courier company and will be communicated for each individual case. Legrand will charge at actual cost.

KWAZULU-NATAL – MPUMALANGA – LIMPOPO – NORTH WEST – FREE STATE.
PLACING ORDER SHIPMENT DELIVERY:

PLACING ORDER	SHIPMENT	DELIVERY
Monday	Tuesday	Wednesday
Tuesday and Wednesday	Thursday	Friday
Friday	Monday	Tuesday

Minimum net order amount for free delivery is R3500.
Orders with a net value below R3 500 can be collected by the Client and its own courier service from Legrand’s central warehouse.
Goods will be ready for collection within 2 hours after reception of order.
The customer to communicate in writing the third parties’ details for collection to the Customer Service department.
Courier services can be organized by Legrand upon request. Delivery time depends on the delivery schedule of the courier company and will be communicated for each individual case. Legrand will charge at actual cost.

NAMIBIA
PLACING ORDER SHIPMENT DELIVERY

PLACING ORDER	SHIPMENT	DELIVERY
Monday	Tuesday	Wednesday
Tuesday and Wednesday	Thursday	Friday
Friday	Monday	Tuesday

Minimum net order amount for free delivery is R15 000.
Orders with a net value below R15 000, can be collected by the Client from Legrand’s central warehouse.
Goods will be ready for collection within 2 hours after reception of order.
Goods have to be collected by the same company that placed the order.
Courier services can be organized by Legrand upon request. Delivery time depends on the delivery schedule of the courier company and will be communicated for each individual case. Legrand will charge at actual cost.
For goods collected, Legrand will charge VAT according to the South African legislation.
For goods delivered by Legrand, a transport company will be appointed. No VAT will be charged.
Transport charges will be charged at actual cost which will be communicated for each delivery.
Courier services can be organized by Legrand upon request, should an order not meet minimum delivery criteria. Delivery time depends on the Courier Company. As per SARS regulations, Legrand has to control the full shipment process.

BOTSWANA
PLACING ORDER SHIPMENT DELIVERY

PLACING ORDER	SHIPMENT	DELIVERY
Monday	Tuesday	Wednesday
Tuesday and Wednesday	Thursday	Friday
Friday	Monday	Tuesday

Minimum net order amount for free delivery is R15 000.
Orders between R 2 500.00 – R 15 000.00 a flat fee of R 425.00 will be invoiced.
Orders with a net value below R15 000, can also be collected by the Client from Legrand’s central warehouse.
Goods will be ready for collection within 2 hours after reception of order.
Goods have to be collected by the same company that placed the order.
Courier services can be organized by Legrand upon request. Delivery time depends on the delivery schedule of the courier company and will be communicated for each individual case. Legrand will charge at actual cost.
For goods collected, Legrand will charge VAT according to the South African legislation.
For goods delivered by Legrand, a transport company will be appointed. No VAT will be charged.
Transport charges will be charged at actual cost which will be communicated for each delivery.
Courier services can be organized by Legrand upon request, should an order not meet minimum delivery criteria. Delivery time depends on the Courier Company. As per SARS regulations, Legrand has to control the full shipment process

COLLECTION BY CUSTOMER

As 2 hours preparation time is required, orders must be faxed/emailed at least 2 hours prior to customer collection.
Only registered courier/transport companies will be allowed for 3rd party collections.

RETURNS

Returns are not accepted without prior written approval from Legrand’s management.
Returns must be arranged within 60 days of Invoice date.
Returns are only accepted if the goods are in an original and saleable condition, in their original packaging and in full pack quantities.
All transport costs are for the customer’s accounts.
Upon approval on return of standard goods a handling charge will be levied.
MTO Items – Not returnable, Ex France – 25% handling, and Ex RSA – 0% Handling (subjected to a replacement order.)

Faulty/Warranty items will be replaced and sent to the Customer at the cost of Legrand. Warranty and damaged claims are limited to either the replacement or the same or similar product. If the product is not available anymore, a credit will be passed.

The following procedure applies in order to facilitate a return of goods:

The customer will send a written request to the Customer Service Department, indicating product code, quantities and reason for the return.
After approval, an application form will be sent to the customer.
The customer will return the application form, signed and indicating full name.
The customer will be in charge for organizing transport to the Legrand central warehouse and will bear all related expenses.
Legrand will issue a credit memo after goods have been received and inspected to ensure the goods and packing is in original and re-saleable condition.
Returned goods not applying to the above mentioned conditions will be refused. In such case, the customer will be in charge to pick up the goods from the Legrand central warehouse within 2 weeks.
Claims for short supplied or damaged goods must be sent to the Customer Service Department within 48 hours from delivery date.
Claims received after 48 Hours from delivery date will not be accepted.

GOODS OWNERSHIP

Notwithstanding the fact that risk of loss or damage passes to the customer on dispatch, the customer acknowledges that the sole ownership of the property shall remain with Legrand until such time as payment has been made in full. Legrand reserves the right to retake possession of any goods for which payment has not been made in full timeously. Legrand will not accept liability on any counterfeit items.
The Customer will also adhere to the Country standards in which the wiring code installation is prescribed. Should non standards South African items be ordered, the Customer accepts full liability and tracing of such items.

PAYMENT

Unless otherwise agreed upon, all payments shall be made by electronic transfers within 30 days of the Invoice date.
For Customers with approved COD accounts, collections, bank guaranteed cheques, electronic transfers are acceptable.
Interest at the maximum rate prescribed by the National Credit Act, will be raised automatically on any late payment.
Where required, proof of payment needs to be submitted and goods will only be dispatched once payment reflects in our bank account and has been confirmed.
No orders can release if the Customer have reached its credit limit with Legrand. Payment must be executed prior to any credit status can be reset to its original trading amount, to which orders can be released afterwards.
Should account payments not reflect in Legrand’s account before the close of each month, settlement discount cannot be entertained.

WARRANTY

Legrand products are guaranteed against defects in material and workmanship for a period from date of sale towards the end user (Please refer to the Legrand Warranty Statement below). The warranty is limited (at Legrand’s discretion) to either the replacement of any such or similar product, or the refund of the original purchase price. Legrand’s obligations in terms of warranty are in substitution of all other obligations on it in respect of any defect of any product. The customer shall have no claim in respect of any defect, including claims for consequential losses other than in terms of the warranty.
Legrand Warranty Statement Product Registration Form

TRADEMARK

Since the goods are sold under trademark, the customer shall not be entitled to alter, modify or in any way change such goods and shall be responsible to Legrand for any loss suffered in the event of such alteration or changes being undertaken.
The Customer will request in writing prior to any communication of the brand or its promotional, communication material or strategies.

COMPLIANCE

The Distributor/Customer/Partner undertakes to comply with all laws and regulations on embargoes, sanctions of an economic, commercial or financial nature, and other restrictive measures specified by France, the United States, the European Union or any other applicable national legislation (“embargoes”), and to obtain all licenses, shipping documents and authorizations required for the resale, export or re-export of Legrand Group products.

Export or re-export the products covered by this Agreement, to a banned country, or one which is subject to restrictions, without having obtained all necessary authorisations from French, European or American authorities or those of any other country that imposes export control;
Supply the products covered by this Agreement, to parties, organisations or entities subject to restrictions by France, the European Union or any other country, nor to parties, organizations or entities about which there are reasons to believe that they fail to fully comply with the applicable national or international regulations;
Export or re-export the products covered by this Agreement, for the purpose of using them in sectors that are banned or subject to restrictions by virtue of laws and regulations on embargoes;
Issue or collect any financial flows without having previously notified and/or obtained the necessary authorisations from the competent national authorities.

The Distributor/Customer/Partner alone holds liability, in the capacity of reseller/exporter of the products covered by this Agreement, as regards compliance with its obligations relating to the applicable embargoes, and undertakes to compensate and defend Legrand as regards any claims or proceedings instigated by authorities or third parties on the grounds of breaches of the provisions of this Article.

Legrand shall be entitled to audit the Distributor/Customer/Partner’s compliance with obligations relating to these matters. The Distributors/Customer/Partner shall, in the framework of its sound business relationship with Legrand, supply on request all licenses, notifications or authorisations applied for and obtained, and information on the identity of customers to whom Legrand products are resold, the intended use of Legrand Group products and the financial institutions used to collect and issue payments. In turn, Legrand shall supply on request any information requested by the Distributor/Customer/Partner, in particular any useful commercial documentation.

In the event of the Distributor/Customer/Partner breaching any one of its obligations in the audit framework, and failing to remedy this or take positive actions for the purpose of remedying such default within three business days subsequently to receiving written notice to perform the one or several obligations, Legrand reserves the right to cancel the order or terminate the relevant agreement, in all events, without such action creating any liability whatsoever with regard to the buyer or end user.

When the delivery of products, services or documentation requires an export or import permit from certain authorities, or is banned due to legislation on export/import controls, Legrand shall be entitled to suspend its obligations and the Distributor/Customer/Partner’s rights until the permit has been granted, or for the duration of such restrictions or bans, Legrand shall even be entitled to cancel the order, or terminate the relevant agreement, in all events, without creating any liability, whatsoever with regard to the buyer or end user.

CONFIDENTIALITY

Unless otherwise stipulated on the Order, all design study documents, data and information disclosed by the Seller to the Buyer or of which it becomes aware in the course of carrying out the the Order, shall remain the Seller’s property.
All the documents referred to above and those supplied by the Seller during the consultation or in the course of carrying out the Order must be treated as confidential and may not be disclosed to any persons other than those qualified to have knowledge thereof.
In addition, the Buyer undertakes not to disclose any confidential information issued by the Seller of which it might become aware in the course of carrying out the Order.

GENERAL

In the event of a sales dispute, the customer acknowledges that the dispute shall be governed according to South African law and that the court having the appropriate jurisdiction shall be located in the Johannesburg municipal area. It shall be within the sole and absolute discretion of Legrand whether to proceed in the Magistrates Court or the Supreme Court, notwithstanding that the amount in issue may exceed the jurisdiction of the Magistrates Court.