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General Terms & Conditions

These terms govern the purchase and supply of all products by Belisa South Africa (Pty) Ltd. By placing an order, you confirm that you have read and agree to these terms.

Effective date: 25 September 2024  ·  Belisa South Africa (Pty) Ltd, 160 16th Road, Witpoort Estates, Brakpan, 1540

1. Governing Terms and Conditions

  1. 1.1These general terms and conditions ("Terms and Conditions"), tax invoices ("Tax Invoices"), confirmation by Belisa South Africa (Pty) Ltd ("Belisa South Africa") of an order ("Order Confirmations"), and any separate agreement (such as a Sales Agreement, Supply Agreement, Credit Application, and any supplementary conditions and annexures) constitute the entire agreement ("Agreement") between Belisa South Africa and the Customer with respect to the purchase and supply of products or services ("Products") by Belisa South Africa; and
  2. 1.2Any differing, conflicting or supplementary terms, conditions, and warranties, especially any general terms and conditions of the Customer, even if known, do not form part of the Agreement, unless Belisa South Africa expressly agrees thereto in writing.

2. Domicilium and Change of Address

  1. 2.1The Customer nominates its physical address as reflected on any form in respect of the Agreement as its Domicilium Citandi et Executandi for service upon it of all notices and processes whether in connection with any claim for any sum due to Belisa South Africa or otherwise.
  2. 2.2The Customer undertakes to notify Belisa South Africa in writing within 7 (seven) days of any change of address.

3. Offers and Orders

  1. 3.1All offers from Belisa South Africa are non-binding and subject to reasonable technical and other changes.
  2. 3.2If an order for specified Products is placed by a Customer, the Offer and these Terms and Conditions will be deemed binding and accepted by the Customer.
  3. 3.3This Agreement shall further be deemed to be binding and accepted by the Customer once the Customer accepts delivery or makes payment for the Products (regardless of compliance with 3.2 above or any other term contained herein).
  4. 3.4Any order provided to Belisa South Africa, whether verbally, telephonically, via SMS, email, or any other form of communication, including but not limited to an order form bearing the name or identifying details of the Customer, will be irrevocably presumed to have been duly authorised by the Customer.
  5. 3.5Belisa South Africa shall not be obligated to verify the authority of the individual placing the order, and the Customer hereby assumes full responsibility and liability for all orders placed, regardless of whether such orders were made by an unauthorised representative of the Customer. The Customer waives any right to dispute the validity or enforceability of such orders on the basis of lack of authority, and agrees that any order placed will constitute a binding, valid, and enforceable agreement between Belisa South Africa and the Customer.
  6. 3.6The Customer remains responsible for ensuring that the ordered Products are suitable for their intended use.
  7. 3.7The Agreement is not deemed to be concluded until such time as Belisa South Africa sends a written Order Confirmation (subject to 3.3 above).
  8. 3.8All Order Confirmations are firm, irrevocable, and binding. No cancellation or modification shall be permitted without Belisa South Africa prior written consent, which may be granted at Belisa South Africa discretion and subject to any conditions Belisa South Africa deems appropriate.

4. Scope and Form of Delivery

  1. 4.1Belisa South Africa Order Confirmation shall be exclusively authoritative regarding the scope, quality, and specifications of all Products.
  2. 4.2In the absence of specific instructions from the Customer, accepted in writing by Belisa South Africa, the Order will be fulfilled using materials standard in the trade and according to customary manufacturing processes.

5. Third Party Rights

  1. 5.1The Customer shall bear full responsibility for securing and maintaining all necessary intellectual property rights for any samples, drawings, designs, specifications, or other materials provided to Belisa South Africa for use in fulfilling the Order.
  2. 5.2The Customer guarantees that the provided materials do not infringe on any third-party intellectual property rights, including but not limited to patents, trademarks, copyrights, or design rights. The Customer agrees to fully indemnify, defend, and hold Belisa South Africa, its affiliates, officers, employees, and agents harmless from any and all claims, liabilities, losses, damages, costs, legal fees, and any other expenses incurred in connection with any claim, suit, or action alleging infringement of third-party intellectual property rights related to the materials provided by the Customer. This indemnity shall survive the termination or expiration of this Agreement.
  3. 5.3All intellectual property rights in any product developments, improvements, specifications, drawings, writings, designs, or samples created, developed, or modified by Belisa South Africa, whether in response to Customer requests or independently, shall remain the sole and exclusive property of Belisa South Africa. The Customer shall not acquire any rights or licenses in such intellectual property unless expressly agreed to in writing by Belisa South Africa.
  4. 5.4Any projects, drawings, sketches, printing proofs, or other materials belonging to the Customer and stored by Belisa South Africa are held at the sole risk of the Customer. Belisa South Africa accepts no liability for the loss or damage of such materials. Belisa South Africa obligation to store such materials shall automatically expire one year after their last use in any order or project for the Customer, unless otherwise agreed in writing.
  5. 5.5Upon Belisa South Africa written request, the Customer must arrange for the removal or disposal of these materials at its own expense within 14 (fourteen) business days. Should the Customer fail to comply with this request, Belisa South Africa reserves the right to dispose of or destroy the materials at the Customer's expense, without further notice, and the Customer hereby waives any claim or liability arising from such disposal or destruction. Belisa South Africa also reserves the right to charge the Customer for any costs incurred during storage or disposal.

6. Designs and Digital Data

  1. 6.1Designs, negatives, plates, printing cylinders, films, punching/stamping tools, and digital data created by Belisa South Africa shall at all times remain Belisa South Africa property.

7. Packaging Material

  1. 7.1The Customer agrees to hold Belisa South Africa harmless from any obligation, financial or otherwise, to dispose of and/or take back packaging material.
  2. 7.2The Customer shall be responsible for disposing of packaging material at its own expense.

8. Credit Terms

  1. 8.1The Customer agrees that the amount reflected in a Tax Invoice as issued by Belisa South Africa shall be due and payable unconditionally either as:
    1. 8.1.1Cash on Delivery; or
    2. 8.1.2If the Customer is a Credit Approved Customer, within 30 (thirty) days from the end of the month in which a Tax Invoice has been issued by Belisa South Africa.
  2. 8.2Payment is deemed to be received only when cleared funds are deposited into Belisa South Africa bank account. Settlement must be made free of any exchange, deduction, or set-off.
  3. 8.3Any credit facility extended by Belisa South Africa, whether as part of an incidental credit agreement or otherwise, is at Belisa South Africa's sole discretion and may be withdrawn or adjusted at any time without notice. The Customer and Belisa South Africa acknowledge that such credit facilities may be subject to the provisions of the National Credit Act 34 of 2005 ("the NCA"), where applicable.
  4. 8.4In the event of late payment or any breach of this Agreement by the Customer, without prejudice to Belisa South Africa's rights at common law or under this Agreement, Belisa South Africa shall be entitled to:
    1. 8.4.1Immediately withdraw any discounts or settlement terms previously agreed;
    2. 8.4.2Declare all outstanding amounts owed by the Customer, regardless of whether due under other terms, immediately due and payable;
    3. 8.4.3Repossess any Products to which the default relates, without prior notice, and retain ownership until full payment is received;
    4. 8.4.4Charge interest on overdue amounts at the maximum rate allowed by law for incidental credit agreements, which is currently 2% (two percent) per month, subject to the in duplum rule, where interest will cease to accrue once it equals the outstanding principal debt;
    5. 8.4.5Suspend or withhold further deliveries or services to the Customer, or cancel any pending orders at Belisa South Africa's discretion, without liability for damages or loss suffered by the Customer.
  5. 8.5For purposes of credit risk assessment, credit management, and fraud prevention, the Customer warrants and agrees that Belisa South Africa is authorised to:
    1. 8.5.1Conduct credit checks and inquiries on the Customer and its Directors/Members/Partners/Trustees/Principals with credit bureaus, credit insurers, and trade references, in line with applicable laws, including but not limited to the NCA;
    2. 8.5.2Submit information regarding the Customer's performance under this Agreement to such credit bureaus, credit insurers, and other relevant parties;
    3. 8.5.3Record any non-performance or failure to meet payment obligations with credit bureaus or other relevant entities, which may affect the Customer's credit rating;
    4. 8.5.4Retain this information in accordance with applicable legal retention periods. Should the Customer not utilise the granted credit facility for a continuous period of 12 (twelve) months, Belisa South Africa reserves the right to require the Customer to reapply for credit, subject to fresh credit assessment.

9. Pricing

  1. 9.1Prices quoted by Belisa South Africa are determined from time to time and are subject to revision, at the discretion of Belisa South Africa.
  2. 9.2Belisa South Africa shall be entitled to increase the cost of Products sold or services rendered / to be rendered to the Customer with prior written notice to take into account any increase in cost to Belisa South Africa by virtue of foreign exchange fluctuations, currency regulations, changes in duties or taxes, increases in the cost of raw materials, labour or transport or any other causes beyond the control of Belisa South Africa.
  3. 9.3Prices stated in Order Confirmations, Agreements, and Quotations are based on the raw material and transportation costs in effect on the respective dates of the Order Confirmation or Agreement. All quoted prices are valid for 30 (thirty) days from the date of the offer.
  4. 9.4In the event of changes in relevant raw material and transport prices, Belisa South Africa reserves the right to adjust the prices accordingly.
  5. 9.5Both parties acknowledge that they will negotiate any necessary price adjustments during a fixed price period if there are significant changes in production-related costs (e.g., energy, labour, transport, logistics).
  6. 9.6Should a reasonable agreement not be reached, Belisa South Africa retains the right to terminate the Agreement unilaterally.
  7. 9.7If the Customer cancels the Order, Belisa South Africa shall be entitled to invoice the Customer for the full costs of the raw materials reserved for the Order, as well as any additional costs incurred in preparing the Order. The Customer agrees to cover these costs.
  8. 9.8Prices are not subject to any discounts unless expressly agreed to in writing by Belisa South Africa.

10. Invoicing, Payment, and Default

  1. 10.1Belisa South Africa will issue invoices to the Customer upon each delivery or partial delivery of Products.
  2. 10.2The Customer is required to pay for these Products as specified in the Order Confirmation or Agreement and in terms of clause 9.1 above.
  3. 10.3In the event of the Customer defaulting in making payment of any amount that has become due and owing, then the full balance outstanding (whether due or not) will immediately become due and payable without notice to the Customer.
  4. 10.4All payments are to be made in the invoiced currency, free of exchange, and without deduction or set-off.
  5. 10.5The Customer hereby waives the right to set-off amounts owed by the Customer to Belisa South Africa against any claims whatsoever which might be owed by Belisa South Africa to the Customer.
  6. 10.6Belisa South Africa reserves the right to terminate all pending sale agreements for Products not yet delivered, while retaining the right to hold the Customer accountable for damages. Belisa South Africa may retain all payments made by the Customer until damages are determined, subsequently offsetting the retained amount against the outstanding balance.
  7. 10.7Belisa South Africa shall be entitled to summarily cancel any sale and recover all amounts then due together with interests and costs should the Customer at any time:
    1. 10.7.1Commit any act of insolvency, be or become insolvent, enter into or be placed in business rescue, attempt to compromise with its creditors or be the subject of insolvency proceedings;
    2. 10.7.2Do or suffer to be done any act or thing which may prejudice the rights of Belisa South Africa;
    3. 10.7.3Breach or otherwise fail to observe any of the standard terms or any other terms governing the sale of the Products by Belisa South Africa to the Customer; and
    4. 10.7.4Make any misrepresentation or commit any act of fraudulent or dishonest nature against Belisa South Africa or affecting Belisa South Africa rights.
  8. 10.8Belisa South Africa shall be entitled to charge the Customer interest at the rate of 4% (four percent) compounded monthly from the moment any debt, excluding debts subject to credit terms herein, becomes overdue, provided however that nothing contained herein shall be interpreted as Belisa South Africa affording the Customer any indulgence to make payment after the due date.
  9. 10.9All costs, expenses and charges, including legal costs and collection commission incurred by Belisa South Africa in enforcing its rights against the Customer shall be borne and paid by the Customer whether or not legal proceedings are commenced.
  10. 10.10In the event of any payments being mislaid or transferred to the incorrect banking account by the Customer for any reason whatsoever, the Customer acknowledges that it remains liable to Belisa South Africa for payment.
  11. 10.11Should Belisa South Africa at any time advise the Customer of any change to Belisa South Africa banking account details the Customer shall confirm such change verbally with a Director of Belisa South Africa before effecting any further payments, provided however that nothing contained herein shall be interpreted as obliging Belisa South Africa to afford the Customer any such indulgence to effect payment after due date.

11. Delivery

  1. 11.1The Customer agrees that the signature of any agent, contractor, sub-contractor or employee of the Customer on Belisa South Africa's official delivery note/invoice/waybill, or the delivery note of any authorised independent carrier will constitute valid delivery of the Products purchased.
  2. 11.2The Customer further agrees that should the Product be delivered and signed for by any person at the delivery address specified by the Customer, such delivery shall be deemed to be valid.
  3. 11.3Any delivery date stated on any Order Confirmation is approximate only and Belisa South Africa shall not be bound by that date, but will make all reasonable efforts to deliver by that date.
  4. 11.4In the event shipments are to be made over a period of time, the Customer shall allow for adequate lead time and shall specify by Purchase Order or otherwise in writing to Belisa South Africa the quality, packing and delivery date desired for deliveries of the product during such period.
  5. 11.5Whilst Belisa South Africa will endeavour to ensure that Products are delivered timeously, it shall not be responsible for any delays in the delivery of such Products, and the Customer shall not be entitled to refuse acceptance of such late deliveries.
  6. 11.6Belisa South Africa reserves the right to pack the product other than as specified by the Customer.
  7. 11.7The risk in and to the Products shall pass from Belisa South Africa to the Customer at the time of delivery notwithstanding that ownership will not pass to the Customer until full payment of the purchase price.
  8. 11.8Delivery shall be deemed to have taken place against signature of Belisa South Africa delivery note, proof of posting if the Products are posted to the Customer or delivery to the South African Transport Services or Road Carrier if the Products are railed or transported by Belisa South Africa. The Post Office / South African Transport Services or Road Carrier shall act as the agent of the Customer.
  9. 11.9No liability shall attach to Belisa South Africa in respect of any direct, indirect or consequential losses arising from any delay in the completion of delivery of Products or failure of delivery of Products, irrespective of the cause of such delay or failure.
  10. 11.10No Products shall be returned or changed without Belisa South Africa's prior written consent.
  11. 11.11The Customer is responsible for maintaining reasonable insurance cover in respect of the Customer's outstanding obligations against any loss, theft or damage to the Products under this Agreement.
  12. 11.12If, after delivery of the Products subject to the Agreement, the parties agree to substitute all or a part of the Products described, then this Agreement shall apply to those substituted Products.
  13. 11.13The Customer is obligated to accept delivery of the Products without undue delay. The Customer cannot reject the Products for minor defects. If the Customer refuses to accept delivery based on immaterial defects the Products will be considered as duly delivered.

12. Responsibility for Losses, Damages or Delays (Force Majeure)

  1. 12.1Belisa South Africa shall not be liable for any losses, including but not limited to consequential or indirect losses, damages, or delays arising from any event or circumstance beyond its reasonable control. Such events include, but are not limited to, natural disasters (such as earthquakes, floods, or storms), unavoidable accidents, acts of terrorism or war, civil unrest, riots, strikes, lockouts, cessation or reduction of labour, transport disruptions, pandemics, epidemics, government-imposed sanctions or trade restrictions, embargoes, boycotts, or any other acts of government or regulatory authorities (whether of the Republic of South Africa or any other jurisdiction), or any other event or contingency beyond Belisa South Africa control ("Force Majeure Event"). In the event of a Force Majeure Event, Belisa South Africa shall be relieved of its obligations to the extent that such performance is prevented or delayed.
  2. 12.2In the event that a Force Majeure Event prevents Belisa South Africa from fulfilling part or all of its obligations under this agreement, Belisa South Africa shall promptly notify the Customer in writing of the nature and anticipated duration of the event. Belisa South Africa obligations under this agreement will be suspended for the duration of the Force Majeure Event, and Belisa South Africa shall be entitled to an extension of time to fulfil its obligations equivalent to the duration of the Force Majeure Event.
  3. 12.3Where the Force Majeure Event affects only part of the delivery, Belisa South Africa shall be exempted from its obligations with respect to the affected portion, without any liability for non-performance, and Belisa South Africa shall make reasonable efforts to resume full performance as soon as practicable once the Force Majeure Event ceases.
  4. 12.4If the Force Majeure Event persists for a continuous period of more than 90 (ninety) days, either party shall have the right to terminate this agreement in respect of any unperformed obligations, without liability, upon written notice to the other party.

13. Proof of Claim

  1. 13.1A certificate signed by a manager or any director of Belisa South Africa, whose authority and signature need not be proven, reflecting the amount owed by the Customer to Belisa South Africa, shall serve as prima facie evidence of the outstanding amount.
  2. 13.2This certificate shall be sufficient proof of the Customer's indebtedness for the purpose of any legal proceedings, including but not limited to provisional sentence or insolvency claims. The onus shall rest on the Customer to dispute the correctness of the amount reflected.

14. Warranties, Defects and Liability

  1. 14.1Subject to the conditions outlined below, Belisa South Africa warrants that:
    1. 14.1.1The Products conform to the specifications provided in the Agreement at the time of delivery;
    2. 14.1.2The Products comply with all relevant and applicable legal requirements at the time of delivery; and
    3. 14.1.3Adequate and customary packaging will be used for the Products.
  2. 14.2Unless otherwise agreed in writing, Belisa South Africa makes no warranties, express or implied, including but not limited to warranties of merchantability or fitness for a particular purpose, other than that the Products will meet the stated specifications as outlined in Clause 14.1.
  3. 14.3Belisa South Africa will make reasonable efforts to provide Products suitable for the Customer's intended use. However, as Belisa South Africa has no control over how the Products are used by the Customer, no guarantee or warranty is made as to the ultimate result or performance of the Products in the Customer's specific application.
  4. 14.4It is the Customer's responsibility to determine, by appropriate testing, the suitability of samples or Products supplied by Belisa South Africa for the Customer's intended use. All Products and samples are supplied at the sole risk of the Customer without any express or implied warranties, except as expressly stated in this Agreement.
  5. 14.5If any Products supplied by Belisa South Africa are, upon inspection and in Belisa South Africa opinion, found to be defective, Belisa South Africa may, at its sole discretion, either replace the defective Products or refund the purchase price paid by the Customer. This shall be the Customer's sole and exclusive remedy for any defects in the Products.
  6. 14.6Belisa South Africa shall have no liability beyond the replacement of the Products or refund of the purchase price. Under no circumstances shall Belisa South Africa be liable for any indirect, consequential, or special damages, including but not limited to loss of profits, business, or goodwill, arising from any cause whatsoever.
  7. 14.7The Customer must inspect the Products immediately upon delivery and notify Belisa South Africa in writing of any claims for defects, shortages, or damages within 7 (seven) days of delivery. Failure to provide such notice within the specified time shall constitute an unqualified acceptance of the Products and a waiver of all claims with respect thereto.
  8. 14.8Belisa South Africa shall never be liable for defects arising from normal wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow written or oral instructions, misuse, or unauthorised alteration or repair of the Products.
  9. 14.9Belisa South Africa will not replace or refund any Product or Purchase Price if the total price for the Products has not been paid in full by the due date or if any payments due to Belisa South Africa have been withheld or delayed by the Customer.
  10. 14.10The Customer must notify Belisa South Africa in writing of any claims related to defects or damages, including hidden defects, within 7 (seven) days after delivery, or within 7 (seven) days of the discovery of any latent defects.
  11. 14.11The Customer must provide sufficient documentation to support their claim and permit Belisa South Africa, or its authorised representative, to inspect the Products in question and prepare a written report. The Customer bears the burden of proof for all aspects of a claim, including the existence of the defect, the time of its discovery, and the timeliness of the complaint.

15. Reservation of Ownership

  1. 15.1Ownership of the Products shall remain vested in Belisa South Africa until the full purchase price, along with any associated costs (including but not limited to interest, delivery charges, and other ancillary costs), has been paid in full by the Customer. Until such payment is made, the Products shall remain the property of Belisa South Africa.
  2. 15.2If the Customer fails to make payment by the due date, Belisa South Africa, at its sole discretion and without prior notice, shall have the right to reclaim possession of any Products for which payment is overdue, and is hereby granted a lien over such Products until paid for in full. In such cases, the Customer shall receive a credit equal to the lower of the original purchase price of the Products or their current market value, as determined solely by Belisa South Africa.
  3. 15.3The Customer acknowledges that Belisa South Africa right to repossess Products is lawful and does not constitute spoliation.
  4. 15.4Until ownership of the Products passes to the Customer, or this Agreement is terminated, the Customer shall:
    1. 15.4.1Ensure the Products remain identifiable and stored separately from any other goods.
    2. 15.4.2Notify Belisa South Africa in writing, via registered mail, of any changes in the location of the Products within 10 (ten) days of such change.
    3. 15.4.3Maintain the Products in good condition and insure them against loss, damage, or destruction.

16. Non-Disclosure

  1. 16.1In connection with the performance of any Order, the Customer may receive or have access to proprietary, confidential, or sensitive information belonging to Belisa South Africa, including but not limited to business strategies, trade secrets, technical data, manufacturing processes, designs, pricing structures, financial information, customer lists, and any other information that is not publicly available or independently developed by the Customer (collectively, "Confidential Information").
  2. 16.2The Customer agrees that all Confidential Information received from Belisa South Africa shall be kept strictly confidential and shall not, without the prior written consent of Belisa South Africa, be disclosed to any third party, whether directly or indirectly, nor used for any purpose other than the proper performance of the Customer's obligations under this Agreement.
  3. 16.3The Customer further agrees to take all necessary measures to protect Belisa South Africa Confidential Information, including but not limited to ensuring that its employees, agents, contractors, and any other parties to whom such information is disclosed for legitimate business purposes are bound by confidentiality obligations at least as stringent as those set out herein.
  4. 16.4The Customer acknowledges that the obligation to protect Belisa South Africa Confidential Information, including trade secrets, proprietary information, and manufacturing processes, is of an indefinite nature and shall survive the termination or expiration of this Agreement, remaining in full force and effect until such information lawfully enters the public domain through no fault of the Customer or is independently developed by the Customer without reference to Belisa South Africa Confidential Information.
  5. 16.5This clause shall not apply to Confidential Information that:
    1. 16.5.1Was in the public domain at the time of disclosure or subsequently enters the public domain through no breach of this Agreement by the Customer;
    2. 16.5.2Was lawfully in the possession of the Customer prior to disclosure by Belisa South Africa, as evidenced by written records;
    3. 16.5.3Is required to be disclosed by law, regulation, or valid court order, provided that the Customer gives Belisa South Africa prompt written notice of such requirement and cooperates with Belisa South Africa to seek any protective measures or legal remedies to limit the extent of disclosure.
  6. 16.6In the event of any breach or threatened breach of this clause, Belisa South Africa shall be entitled to seek injunctive relief, damages, or any other remedy available at law or equity, without the need to prove actual damages.

17. Merger, Modification and Waiver

  1. 17.1The Agreement constitutes the complete and exclusive understanding between the Parties, with no warranties, representations, or conditions of any kind except as expressly stated therein. This Agreement, including this clause, may not be modified, amended, waived, substituted, or discharged orally. Any such change must be documented in writing and signed by the Party against whom enforcement is sought.
  2. 17.2No waiver by either Party, whether express or implied, of any provision of the Agreement or any breach thereof shall constitute a continuing waiver of that provision or any other provision of the Agreement. Such waiver shall not prevent either Party from enforcing any and all provisions of the Agreement or from addressing any subsequent breach or default by the other Party.
  3. 17.3Any condonation of any breach of any of the provisions hereof or other act or relaxation, indulgence or grace on the part of Belisa South Africa shall not in any way operate as or be deemed to be a waiver by Belisa South Africa of any rights under this Agreement, or be construed as a novation thereof.
  4. 17.4Each clause of these Terms and Conditions is severable, the one from the other and if any one or more clauses are found to be invalid or unenforceable, that clause/clauses shall not affect the balance of these Terms and Conditions, which shall remain of full force and effect. The headings in the Terms and Conditions are for convenience only and are not to be taken into account for the purposes of interpreting the Agreement.
  5. 17.5The Agreement shall be governed by the laws of the Republic of South Africa.
  6. 17.6If any court or administrative body with competent jurisdiction finds any provision of this Agreement to be invalid or unenforceable, the validity or enforceability of the remaining provisions shall not be affected. The Parties will endeavour to replace any invalid or unenforceable provision with a valid and enforceable provision that, to the greatest extent possible, achieves the economic, legal, and commercial objectives of the original provision.
  7. 17.7The Customer and the Surety/Sureties, by their signatures hereunder, confirm that the information submitted in terms of the Agreement is true and correct in all respects and that they are entirely familiar with the terms and conditions contained herein.

18. Consent to Jurisdiction

  1. 18.1Notwithstanding the amount which may at any time be owing by the Customer to Belisa South Africa, the parties do hereby consent, in terms of Section 45 of the Magistrates Court Act (No 32 of 1944 as amended), to the Jurisdiction of the Magistrate's Court for the determination of any action or proceeding which may be brought by Belisa South Africa against the Customer arising out of any transaction between the parties, it being recorded that Belisa South Africa shall be entitled, but not obliged, to bring any action or proceeding in the said court.

19. Recovery of Legal / Collection Costs

  1. 19.1Should Belisa South Africa instruct its attorneys or collection agent to collect any overdue amounts, or to take any action against the Customer in the implementation or protection of Belisa South Africa rights, Belisa South Africa shall be entitled to the recovery of all legal or collection costs arising therefrom, on the scale as between attorney and client.

20. Successors and Assignees

  1. 20.1The Agreement shall be binding upon each Party's successors and permitted assignees. Any assignment of rights or transfer of obligations by the Customer to a third party requires the prior written consent of Belisa South Africa.

21. Breach

  1. 21.1Should either party breach any of the terms of this Agreement and fail to remedy such breach within 10 (ten) days of receipt of a written notice from the aggrieved party requiring the breach to be remedied, the aggrieved party shall, without prejudice to any other rights available under this Agreement or in law, be entitled to exercise one or more of the following remedies:
    1. 21.1.1Claim specific performance of the defaulting party's obligations, with or without claiming damages;
    2. 21.1.2Cancel this Agreement and, in addition to such cancellation, claim damages resulting from the breach; and
    3. 21.1.3Keep this Agreement in force and claim damages arising from the breach, without waiving any rights to enforce further obligations of the defaulting party.
  2. 21.2The aggrieved party's rights under this clause shall be cumulative and not exclusive, meaning that the exercise of any one remedy shall not preclude the pursuit of other remedies available under this Agreement or at law.
  3. 21.3Nothing in this clause shall prevent the aggrieved party from pursuing immediate legal action, including interim relief or an interdict, in cases where the breach causes irreparable harm or threatens the aggrieved party's ability to fulfil its obligations.

22. Product Safety and Quality Policy

  1. 22.1Belisa South Africa is dedicated to producing high-quality products by using premium raw materials and adhering to all relevant legislation and approved codes of good manufacturing practice. Both parties shall at all times conform and abide by relevant legislative practice to which they may be bound, and acknowledge their responsibility to this effect.

Questions about these terms?

Contact us at info@belisa.co.za or write to Belisa South Africa (Pty) Ltd, 160 16th Road, Witpoort Estates, Brakpan, 1540, Gauteng.

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