General Terms and Conditions (ALZB)
Midrand-K Metall (PTY) Ltd
Reg.No: 2024/494745/07
Tax No: 9726292197
Represented by Managing Director: Herry Vilakazi
A: 2073 Mudhopper St, Kaalfontein, Midrand, 1632, South Africa
E: H.Vilakazi@midrandkmetall.co.za
M: +27 84 731 7238 | T: +27 63 686 0157
Released: 01/03/2024
1. General
All contracts, deliveries, and services between Midrand-K Metall (PTY) Ltd (“Midrand K Metall”) and its contractual partners are subject exclusively to the following General Terms and Conditions of Delivery and Payment (ALZB). Conflicting or deviating terms of our contractual partners are not valid, even if we do not expressly object to them. Agreements are only valid if confirmed in writing. For logistics transactions, the latest version of the ADSp applies, provided these do not conflict with our ALZB. In case of doubt, the ALZB prevails.
2. Scope of Delivery
Our written order confirmation shall be decisive for the scope of delivery. If we issue a time-limited offer and it is accepted in time, the offer applies, provided no timely order confirmation is issued. Collateral agreements require our express written confirmation.
3. Prices
Prices stated in our order confirmation are binding. All prices are ex works/ex warehouse Johannesburg, excluding transport, insurance, taxes, and levies in the destination country unless expressly agreed otherwise in writing.
4. Terms of Payment
If not otherwise agreed, invoices are payable immediately with 2% discount or net within 30 days from invoice date. Retention rights only apply to counterclaims from the same contractual relationship. Offsetting is not permitted unless claims are legally binding or undisputed. In case of delayed payment, all claims become immediately due in cash without deduction. Interest on arrears: 8 percentage points above base interest rate. Midrand K Metall reserves the right to request security for solvency concerns. For non-merchants, agreed instalments remain binding unless breached, in which case withdrawal from the contract is possible.
5. Delivery Time
Binding delivery times require written agreement. The period begins upon order confirmation, provided all required approvals, documents, and clarifications are received. Force majeure, strikes, operational disruptions, supplier failure, or similar unforeseeable events extend deadlines appropriately or release us from performance obligations. Claims for delay are limited to 5% of purchase price (slight negligence), damages in lieu of performance max. 10%. For legal entities/public institutions/entrepreneurs, damages for slight negligence are excluded.
6. Risk of Transport
Risk passes to the customer upon handover to the carrier, or when leaving our warehouse, even if transport is arranged by us. Unless otherwise instructed, we choose transport means at our discretion. Liability for transport choice applies only in cases of gross negligence or intent. Insurance is only provided if expressly agreed.
7. Retention of Title
All delivered goods remain our property until full settlement of all related claims. Extended retention applies to goods in safekeeping. For entrepreneurs, retention also applies to all claims from the business relationship. Goods processed or combined create co-ownership rights for us proportionate to invoice values. Resale is permitted only in ordinary business, with claims assigned to us accordingly. Seizures must be reported immediately. In case of default, we reserve the right to reclaim goods without judicial intervention.
8. Return of Goods
Returns of defect-free goods are only accepted with prior written approval. A 15% handling fee applies unless a higher or lower actual damage is proven. Custom-made items are excluded from returns.
9. Weights, Dimensions, and Deviations
Deviations up to 10% in weight, quantity, or dimensions are permissible, depending on the goods. DIN tolerances and customary trade deviations apply.
10. Warranty
Unless otherwise stated, statutory limitation for defects is 2 years from delivery. For entrepreneurs/legal entities/public institutions: 1 year. We may choose between repair or replacement. If rectification fails, the customer may reduce payment or withdraw from contract.
11. Liability
Liability is limited to intent and gross negligence, except for injury to life, body, or health. Personal liability of employees, agents, and representatives for slight negligence is excluded.
12. Place of Performance and Jurisdiction
Place of performance: Midrand, Johannesburg.
Exclusive jurisdiction: Johannesburg, South Africa.
General Purchase Conditions
Midrand-K Metall (PTY) Ltd
Released: 01/03/2024
1. General
These purchasing conditions apply exclusively to Midrand-K Metall. External terms are invalid unless expressly confirmed in writing. Objection to our terms must be accepted in writing by Midrand-K Metall.
2. Offers
Supplier offers are binding for at least 3 months unless revoked in writing.
3. Validity of Orders and Agreements
Orders are only binding if confirmed in writing by Midrand-K Metall. Supplier changes require written consent.
4. Prices
Prices are agreed in advance and fixed until final delivery. They include all associated costs unless otherwise agreed. For stock goods, excess/short deliveries within ±10% are permissible. If not agreed in advance, binding price confirmation is required at order acceptance.
5. Delivery Dates
Agreed delivery dates are binding. Delays entitle Midrand-K Metall to impose penalties of 2% per day (max. 10% of order value). Supplier must inform us immediately of possible delays. In cases of reduced demand (e.g., strikes, disruptions), Midrand-K Metall may cancel or postpone orders with reimbursement limited to proven actual costs.
6. Dispatch
Unless instructed otherwise, the supplier must choose the most cost-effective transport method. Each delivery must include a delivery note with order/part numbers. Packaging costs are included in the delivery price. If packaging is non-compliant, it will be returned at supplier’s expense. Incoterms 2020 apply unless otherwise agreed.
7. Invoicing and Payment
Invoices must be submitted separately within 3 days after delivery. Payments are made either:
- 3% discount: invoices received 1st–15th, paid on the 25th of the same month.
- 3% discount: invoices received 16th–end, paid on the 10th of the next month.
- Or net within 60 days, month-end.
8. Assignment of Claims
Supplier receivables may not be assigned without written consent of Midrand-K Metall.
9. Liability, Warranty, and Defects
Supplier guarantees conformity with specifications and state-of-the-art standards. All goods must be new. Non-compliance entitles Midrand-K Metall to rectification, replacement, or withdrawal. Warranty begins at commissioning and restarts after defect correction. Supplier bears costs of defect rectification, including transport.
10. Industrial Property Rights
Supplier guarantees goods are free of third-party rights. Infringements require supplier to secure necessary licenses at their expense and indemnify Midrand-K Metall from third-party claims.
11. Confidentiality
All information shared must be kept strictly confidential and only used for the agreed purpose. Supplier must impose confidentiality obligations on all involved employees/agents.
12. Place of Jurisdiction
Jurisdiction: Johannesburg, South Africa.
Applicable law: South African law (exclusion of UN Sales Convention).
13. Partial Invalidity
If any clause is invalid, the remaining provisions remain effective. Both parties will replace the ineffective clause with one reflecting the intended commercial purpose.