STANDARD WAREHOUSING TRADING TERMS AND CONDITIONS OF ATEX SPECIALISED PROJECT SOLUTIONS CC (“the Company”)
1. INTERPRETATION
1.1 The following terms shall have the meanings assigned to them hereunder and cognate expressions shall have a corresponding meaning, namely
1.1.1 "the goods/goods" means any goods handled, stored or dealt with by or on behalf of or at the instance of the Customer or which come under the control of the Company or its agents, servants or nominees on the instructions of the Customer, and includes any equipment, commodity, part, machinery, container, transportable tank, pallet, package or any other form of covering, packaging, container or equipment used in connection with or in relation to such goods;
1.1.2 "the owner" means the owner or possessor of the goods in respect of which the services are rendered under these terms and conditions and any other person who is employed by the owner or may have or may acquire any interest, financial or otherwise, therein.
1.1.3 “the Customer” means the person or entity described in the Memorandum of Agreement annexed hereto and at whose request or on whose behalf the Company undertakes any business or provides any advice, information or services.
1.1.4 “party/parties” means either or both, as the context indicates, of the Company and the Customer.
2. NATURE AND SCOPE OF THE AGREEMENT
2.1 The Customer hereby appoints and the Company hereby accepts the appointment to provide the Customer with storage and related services (“the services”) which shall be provided on the basis of the Terms and Conditions set out hereunder and the Memorandum of Agreement annexed hereto (collectively referred to as “these terms and conditions”).
2.2 The storage of the goods is undertaken at the sole risk and expense of the Customer and subject to these terms and conditions.
2.3 Unless the parties agree in writing specifically to the contrary, these terms and conditions shall prevail over the Customer’s standard trading terms and conditions (if any), even if the latter is concluded between the parties and incorporated after these terms and conditions, notwithstanding any novation clause in the subsequent agreement, unless same specifically revokes these Terms and Conditions.
2.4 The Company shall be entitled at any time and at its sole and unfettered discretion to cede, delegate, assign and/or transfer these terms and conditions, including all rights and/or obligations contained therein, to any other person or entity.
2.5 The Company is entitled to amend these terms and conditions and to furnish the Customer with supplementary terms and conditions. All amendments and supplements shall take effect 15 (fifteen) days from the date on which such amendment or supplement is communicated to the Customer by the Company.
2.6 The Company shall be entitled to cancel the agreement between the parties and require the Customer to collect its goods by giving the Customer 1 month’s written notice to this effect.
2.7 If any of the provisions of these terms and conditions is repugnant to or in conflict with the law, then and in such event the conflicting term embodied herein shall be deemed to be amended and/or altered to conform therewith, and such amendment and/or alteration shall not in any way affect the remaining provisions of these terms and conditions.
2.8 These terms and conditions shall enure for the benefit of and be binding on the successors-in-title of the Customer. Accordingly, the rights and obligations of the Customer arising out of or pursuant to these terms and conditions or its termination or cancellation shall devolve upon and bind its legal representatives, executors, trustees, successors-in-title and agents.
3. INSTRUCTIONS BY THE CUSTOMER
3.1 The Customer's instructions to the Company shall be in writing, precise, clear and comprehensive. Instructions given by the Customer shall be recognised by the Company as valid only if timeously given specifically in relation to a particular matter in question. Oral instructions, standing or general instructions or instructions given late, even if received by the Company without comment, shall not in any way be binding upon the Company, but the Company may act thereupon in the exercise of its absolute discretion.
3.2 In the absence of specific instructions given timeously in writing by the Customer and accepted by the Company, the Company shall have the absolute sole be ie discretion of the company to decide upon the procedures, arrangement, conveyancing, storage or handling of the goods and any other matter, issue or question whatsoever relating to the rendering of the services.
4. THE COMPANY'S GENERAL DISCRETION
4.1 Notwithstanding anything to the contrary herein contained, if at any time the Company should in its absolute sole discretion consider it to be in the Customer's interests or for the public good to depart from any of the Customer's instructions, the Company shall be entitled to do so and shall not incur any liability in consequence of doing so.
4.2 If events or circumstances come to the attention of the Company, its agents, servants, or nominees which, in the opinion of the Company, make it in whole or in part impossible or impracticable for the Company to comply with a Customer's instructions, the Company shall take reasonable steps to inform the Customer of such events or circumstances and to seek further instructions.
4.3 It shall always be within the Company’s sole discretion to accept or reject instructions or requests for services to be performed by the Company, notwithstanding any previous agreements to undertake or provide services to the Customer and notwithstanding that the Company may previously have granted any credit terms or facilities to the Customer, either expressly or by implication.
5. INSURANCE
5.1 The Company shall not be under any obligation whatsoever to insure the Customer’s goods, unless it is specifically instructed to do so timeously and in writing by the Customer. The premiums concomitant with such insurance cover obtained by the Company for the benefit of the Customer, shall on an all risk policy for the period of their shipment, the costs of which shall be for the Customer's account.
5.2 Such insurance will be arranged by the Company with its insurers and will be subject to such exceptions and conditions as may be imposed by its insurers or the underwriter assuming the risk and the Company shall not be obliged to obtain separate cover for any risks so excluded.
5.3 Unless otherwise agreed in writing the Company shall not be under any obligation to obtain separate insurance in respect of separate consignments but may, at its sole discretion, insure all or any of such consignments under any open or general policy held by the Company from time to time.
5.4 Should any insurer dispute its liability in terms of any insurance policy in respect of any goods, the Customer concerned shall have recourse against such insurer only and the Company shall not have any responsibility or liability whatsoever in relation thereto, notwithstanding that the premium paid on such policy may differ from the amount paid by the Customer to the Company in respect thereof. Insofar as the Company agrees to arrange insurance the Company acts solely as agent for and on behalf of the Customer. Notwithstanding anything to the contrary herein contained, the Company shall under no circumstances be liable for any consequences of any failure to obtain any insurance cover, whether requested to do so by the Customer or otherwise and the liability of the Company in respect of any claim brought against the Company arising out of or in connection with the provisions of this clause shall be regulated and determined in accordance with the provisions of these terms and conditions.
6. THE CUSTOMER'S WARRANTIES & UNDERTAKINGS
6.1 The Customer warrants and undertakes that:
6.1.1 It is either the owner or the authorised agent of the owner or lawful consignee of any goods in respect of which the Customer instructs the Company, and the Company may request written confirmation and proof of ownership before it renders the services.
6.1.2 It has or will timeously furnish the Company with all pertinent information and instructions relating to the rendering of the services, and all information and instructions supplied or to be supplied by it to the Company is and shall be accurate, true and comprehensive, and indemnifies the Company against all claims, losses penalties, damages, expenses and fines whatsoever, whensoever and howsoever arising as a result of a breach of the aforegoing whether negligently or otherwise caused;
6.1.3 Unless the Company expressly agrees to undertake the following functions on behalf of the Customer on the basis of a written quote accepted by the Company, all goods will be properly, adequately and appropriately prepared and packed, stowed, labelled and marked, and shall be capable of withstanding the normal hazards inherent in the rendering of the services. The Customer shall indemnify the Company against all losses, damages, expenses and fines arising from any neglect or omission in this regard and any goods not in compliance with the provision of this clause will be handled by the Company, its servants, agents and independent contractors entirely at the Customer’s risk;
7. THE COMPANY ENTITLED TO ACT AS AGENT OR PRINCIPAL
Unless otherwise agreed in writing, the Company in procuring the carriage, storage, packing or handling of goods or in concluding any contract with a third party shall be entitled to act either as an agent for and on behalf of the Customer or as a principal, as it in its absolute discretion deems fit and when acting as agent for and on behalf of the Customer shall be entitled to enter into any contract it deems necessary or requisite for the fulfilment of the Customer’s instructions.
8. SUBCONTRACTING
8.1 Any business entrusted by the Customer to the Company may, in the absolute discretion of the Company, be fulfilled by the Company itself, by its own servants performing part or all of the relevant services, or by the Company employing, or entrusting the goods or services to third parties on such conditions as may be stipulated by, or negotiated with, such third parties for the purposes of such services, or such part thereof as they may be employed to carry out.
8.2 Where the Company employs third parties to perform all or any of the functions which it has agreed to perform, the Customer agrees that the Company shall have no responsibility or liability to the Customer for any act or omission of such third party, even though the Company may be responsible for the payment of such third party's charges.
9. DESCRIPTION OF GOODS
9.1 The Customer shall prior to delivery of the goods to the Company provide the Company with a document giving a full description of the goods.
9.2 The Customer warrants the accuracy of the aforesaid and all other descriptions, values and other particulars in respect of the goods furnished to the Company for all purposes whatsoever. The Customer indemnifies the Company against all losses, damages, expenses and fines arising from any inaccuracy or omission in this respect.
9.3 All goods in respect of which the Company does not receive a document giving a full accurate description thereof prior to delivery to the Company shall be handled by the Company, its servants, agents and independent contractors entirely at the Customer’s risk.
10. INSPECTION
10.1 The Company shall at all times be entitled but not obliged to unpack any goods to inspect same and establish the nature and sufficiency of the packing. The cost of re-packing the goods shall be borne by the Customer.
10.2 The Company shall at all times be entitled but not obliged to inspect any goods and shall be further entitled to refuse to accept any goods whether packed or not which in its sole discretion appears in any way to be damaged or unsafe for handling, storage or carriage.
11. COLLECTION AND DELIVERY
11.1 Any request by the Customer for the Company to render the services on its behalf shall be made timeously and in writing, and the Customer shall provide the Company with all relevant details in respect of the goods and the storage requirements pertaining thereto. The Customer shall not deliver the goods to the Company’s warehouse until the Company has in writing conveyed its agreement to render the services and confirmed the relevant details regarding the storage services to be rendered, including the extent of the warehouse space required and the storage rates to be charged therefore. The Customer shall deliver the goods to the Company’s warehouse at the time allocated by the Company for delivery to be made.
11.2 The Company or the Customer or both shall effect the loading and off-loading of the goods from or onto the transportation vehicle where the Customer and/or its agents or representatives deliver or collect the goods from the Company’s warehouse.
11.3 Where the Customer effects or participates in the loading and/or off-loading of the goods, the Customer indemnifies the Company against all and any damages sustained by the latter arising from the Customer and/or its agents or representatives or sub-contractors loading goods onto and unloading goods off the delivery vehicle.
11.4 Unless the Company agrees otherwise in writing, the Customer shall give the Company at least 48 hours written notice of its intention to collect the goods from the Company’s warehouse, and the Company shall not be bound to release the goods to the Customer without an order in writing, signed by a duly authorised representative of the Customer or his or her duly authorised agent, and the Customer shall ensure that a duly authorised representative or its duly authorised agent is present at the time of delivery to check the inventory and give a receipt of the goods collected. All access to goods must be pre-arranged with the Company. The Company shall not be bound to release the goods without production by the person purported to act on behalf of the Customer of the original inventory.
11.5 The Company may require that the customer comply with any and all reasonable measures and procedures to ensure that the delivery of goods to, and collection of goods from the Company’s warehouse takes place in a methodical, orderly, verifiable and recordable manner, with a view to eliminating any discrepancies, disputes, inconvenience, illegality or loss.
11.6 The Company shall not be held liable for any damage to the goods if such damage occurs during the on-loading or offloading operations, which consists in the movement of the goods from the warehouse on to the transportation vehicle or from the transportation vehicle into the warehouse, whether performed by the Company or its agent or sub-contractor.
11.7 Goods shall not be deemed to have been received by the Company until such goods have been fully off-loaded from the delivery vehicle and conveyed into the Company’s warehouse.
11.8 An acknowledgement of receipt of any goods by the Company shall not be deemed to be an acknowledgement or admission in regard to the state or condition or quantity of the goods, or as to the correctness of any statement on the relevant documentation.
11.9 Any inventory or receipt issued by the Company to the Customer will be accepted as accurate unless the Customer gives the Company written notice within 3 days of the date of issue thereof regarding any errors or omissions contained therein.
11.10 The Company shall be entitled to refuse release of the goods to the Customer in the event of the Customer being in arrears in respect of payment of storage costs, and shall be entitled to charge storage costs for so long as the goods remain in its care pending payment of such costs by the customer, without prejudice to any other rights and remedies which the company may have in terms hereof.
11.11The Company shall be entitled to refuse release of the goods to the Customer until it is satisfied as to the identity of the person attempting to collect the goods, and until such time as it is satisfied that such person is duly authorised by the Customer to collect the goods on behalf of the Customer.
12. STORAGE
12.1 Goods may be stored by the Company at its warehouse or any other warehouse or location appointed by the Company which the Company in its sole discretion deems fit, unless it agrees otherwise in writing.
12.2 Every undertaking to store goods is subject to the condition that the Company has suitable space, staff and facilities available at the appropriate time.
12.3 In the event of any emergency arising of which the Company has in its sole opinion, no reasonable control, the Company reserves the right to cancel the agreement to store, and should any such emergency arise and the Customer be unable or unavailable to collect the goods timeously, the Company shall be entitled to do all things reasonably necessary to preserve the goods for the Customer, at the Customer’s sole risk and expense, until such time as the Customer collects the goods.
12.4 In the absence of specific instructions, it shall be in the entire discretion of the Company to decide at what time and how to perform any or all of the various acts which may be necessary for the rendering of the services.
12.5 The Customer, prior to delivering goods to be stored in the Company’s warehouse, is required to furnish an address to which notices are to be sent to it and register the name and signature of its duly appointed representative with the Company for mutual protection. The Customer shall during the currency of the agreement with the Company, at all times remain liable to ensure that any change of such address and/or duly authorised representative is registered with the Company, and the Company shall not be liable for any loss suffered by the Customer as a result of its failure to do so.
12.6 After receipt of the goods into its warehouse, the Company shall forward to the Customer a receipt or inventory of the goods and such receipt shall be final and conclusive proof as between the Company and Customer as to the goods received by the Company, and no discrepancies shall be recognised or entertained unless written notice thereof is given by the Customer to the Company within 3 days of issue of the inventory or receipt. The Company shall not be liable for and no claim shall be made against the Company for any damage to or loss or failure to produce any goods unless it is described in the receipt or inventory and, in addition, where the goods are removed from the warehouse by persons other than the Company, unless the inventory or receipt is checked by or on behalf of the Customer and a detailed claim is made in writing at the time the goods are handed over.
13. UNACCEPTABLE GOODS
13.1 Unless the prior written consent of the Company is obtained, the following goods may not be submitted for storage and will under no circumstances be stored by the Company:
13.1.1 Prohibited and stolen goods, drugs, pornographic material, potentially dangerous, damaging or explosive goods, including gas bottles, aerosols, paints, firearms and ammunition;
13.1.2Jewellery, watches, trinkets, precious stones or metals, money, deeds, securities, stamps, coins or goods or collections of any other kind, or any other precious goods;
13.1.2 Goods likely to encourage vermin or other pests or to cause infestations or contamination;
13.1.3 Perishable goods and/or those requiring a controlled environment;
13.1.4 Any animals, birds or fish;
13.1.5 Goods which require special license or government permission for export or import;
13.1.6 Goods of a fragile nature.
13.2 In the event of the Customer submitting any such goods for storage, the Company will not accept liability whatsoever for loss or damage in respect thereof, and the Customer indemnifies the Company against all claims made against and for any loss or damage that may be suffered by the Company or any third party as a result of the presence of such goods.
14. DANGEROUS GOODS
If any hazardous goods are placed into the Company's control, such goods may, as the Company in its sole discretion deem fit, be destroyed, disposed of abandoned or rendered harmless or otherwise dealt with at the risk and expense of the Customer and without the Company being liable for any compensation to the Customer or any other party, and without prejudice to the Company's rights to recover its charges and/or fees including the costs of such destruction, disposal, abandonment or rendering harmless or other dealing with the goods. The Customer indemnifies the Company against all penalties, loss, liability or damage caused to the Company as a result of or arising out of the aforegoing.
15. LIEN AND SALE
15.1 All goods shall be subject to a special and general lien and pledge either for moneys due in respect of such goods or for other moneys due to the Company from the Customer.
15.2 In delivering the goods into the custody of the Company or its agents for any purpose whatsoever, such delivery shall for the purposes hereof, be deemed to be delivery of the same in pledge and as security for all amounts owed to the Company at that time or which become payable in the future.
15.3 Should any amount owing by the Customer to the Company in respect of any goods become due and payable and remain unpaid, the Company shall be entitled and the Customer hereby authorises the Company and without first obtaining an order of court, to sell all or any of the goods by public auction or on reasonable notice not exceeding 14 days, by private treaty. The net proceeds of any such sale, after deducting therefrom all costs, charges and expenses incurred by the Company, shall be applied in reduction or discharge as the case may be, of the Customer's obligations to the Company in respect of such goods without prejudice to the Company's rights to recover from the Customer any balance which may remain owing to the Company after the exercise of such rights. Should the total amount collected by the Company, after deducting therefrom all costs, charges and expenses incurred by the Company in respect thereof, exceed the full amount of the Customer's obligations to the Company in respect of such goods, the Company shall be obliged to refund such excess to the Customer.
16. FAILURE TO COLLECT
In the event of the Company cancelling this agreement or notifying the Customer to collect the goods, and the Customer failing to do so within 30 days of such notice, the Company shall be entitled to dispose of the goods in terms of Clause 15 above or in any other manner which it in its sole discretion deems fit, and the Customer shall have no claim of whatsoever nature against the Company in this regard.
17. SHIPPING
The Customer agrees not to ship goods to the Company as the named consignee. If, contrary to the provisions hereof, the Customer ships goods to the Company as named consignee, the Customer agrees to notify the carrier, with a copy of such notice being delivered to the Company, that the Company is a warehouse and has no beneficial title or interest in the goods. The Customer further agrees to indemnify and hold the Company harmless against any and all claims for unpaid transportation charges, including undercharges, demurrage, detention or charges of any other nature, in connection with the goods so shipped. The Customer furthermore agrees, that if it fails to notify the Company as required above, the Company shall have the right to refuse to accept delivery of the goods and shall not be liable or responsible for any loss, injury or damage of any nature to, or in relation to such goods.
18. SECURITY
The Company shall employ an armed response security company and alarm securitisation company to provide 24-hour security services to the Company’s warehouse.
19. PAYMENT BY THE CUSTOMER
19.1 The Company shall charge the Customer the storage rates as set out in the Memorandum of Agreement annexed hereto and shall recover from the Customer all reasonable additional disbursements, handling and materials costs, levies, duties, imposts or any other amounts and expenses incurred by the Company in rendering the services and for which the Customer is liable in terms of these terms and conditions.
19.2 Unless otherwise specifically agreed by the Company in writing, the Customer shall pay to the Company on or before due date in accordance with the payment terms agreed upon between the parties and set out in the Memorandum of Agreement annexed hereto, all sums due to the Company without deduction or set-off, in South African Rands and free of exchange and bank charges by means of cash, bank-guaranteed cheque or EFT and payments shall not be withheld, set off, or deferred on account of any claim or counterclaim which the Customer may allege.
19.3 All and any moneys received by the Company from the Customer shall be allocated by the Company in its sole and absolute discretion in respect of any indebtedness owing by the Customer to the Company.
19.4 The Customer shall be liable for interest on all overdue amounts payable under this agreement at a rate equal to 4% (four per cent) per annum above the prime overdraft rate per annum of the Company’s commercial bank from time to time, calculated from the due dates of such amounts until full and final payment.
19.5 Should the Customer believe that the invoice issued is incorrect in any respect, the Customer must notify the Company thereof in writing within 5 (Five) day of receipt of the invoice, failing which the invoice will be deemed to be correct in every respect and the Customer will be precluded from raising any objections in respect thereof.
19.6 The Company shall be entitled to recover any amounts due to it by the Customer in terms of these terms and conditions from the Customer, or if the Customer acts as agent for a disclosed or undisclosed principal, from the Customer or the principal, as the Company in its absolute discretion deems fit.
19.7 In the event of the Company having granted any credit terms or facilities to the Customer whether in writing, verbally, impliedly or by established conduct and practice, which grants the Customer a deferred period of time to effect payment of any amount due to the Company, and in the event of the Customer being in default of payment of any one or more amount due and payable, or being in default of any other term or condition on which such credit facility was granted, then notwithstanding any other term to the contrary wheresoever contained, the Company shall be entitled to forthwith revoke such credit facilities and declare all amounts immediately due and payable and proceed for recovery of all amounts which would be due and payable to the Company at that time.
19.8 In the event of non-payment of any amount due by the Customer to the Company by due date, the Company shall be entitled to immediately cease the performance of any services to be rendered on behalf of the Customer, and the Customer shall have no claim against the Company for any loss, damage or harm, or consequential losses suffered by the Customer as a result thereof.
19.9 In the event that payment to the Company is effected electronically, the Customer bears the risk in respect of such payment until such time as the funds are received and cleared into the Company’s bank account.
19.10 The Company reviews its storage rates and related charges on a periodic basis, and will be entitled to give the Customer 3 months written notice of any increases in respect of such rates and charges, which shall be binding upon the Customer.
20. TIME BAR
20.1 The Company is discharged from all liability:
20.1.1 For loss or damage to the goods, howsoever caused, unless notice be received in writing within 3 (three) days of the Customer collecting the goods;
20.1.2 Unless Summons is validly served on the Company in respect of the claim concerned within 1 (one) year of the date on which the cause of action in respect thereof arose.
20.1.3 In the event of an unqualified acceptance of goods being signified by the signature of the Customer, no claim for loss and/or damage to goods will thereafter be entertained by the Company, and the Customer shall not be entitled to institute such a claim.
21. INDEMNITY BY THE CUSTOMER
Without prejudice to any of the Company's rights under these trading terms and conditions, the Customer indemnifies and holds harmless the Company against all liabilities, damages, costs and expenses whatsoever incurred or suffered by the Company, its directors, servants or agents arising directly or indirectly from or in connection with the services, or the goods, or the Customer's express or implied instructions or their implementation by or on behalf of or at the instance of the Company, which may be made against the Company by third parties.
22. LIMITATION OF COMPANY'S LIABILITY
22.1 Subject to these terms and conditions, the Company, its agents, servants or nominees shall not be liable for any claim of whatsoever nature (whether in contract or in delict) and whether for damages or otherwise, howsoever arising, in respect of the goods.
22.2 The Company, its directors, servants or agents shall not be liable for any indirect or consequential loss arising from any act or omission or statement by the Company, its agents, servants or nominees, whether negligent or otherwise.
22.3 All moving, handling, packing, unpacking, loading, unloading, palletising, depalletising, warehousing and transporting of goods by or on behalf of or at the request of the Customer, owner or the Company are effected at the sole risk of the Customer and/or the owner, and the Customer indemnifies the Company, its directors, servants or agents in respect thereof.
23. MONETARY LIMITATION OF LIABILITY OF THE COMPANY
23.1 In those cases where the Company, its directors, servants or agents are liable to the Customer in terms of these terms and conditions, in no such case whatsoever shall any liability of the Company, its directors, servants or agents, howsoever arising, exceed whichever is the least of the following respective amounts:
23.1.1 The cost price to the Customer of the goods concerned, provided that the Company shall have the option of replacing or repairing any goods lost or damaged for which it might be liable. In the case of second-hand plant or machinery, compensation for loss or damage shall be limited to the valuation established by assessors acting on behalf of the Company;
23.1.2 The value of the goods declared for insurance purposes;
23.1.3 Double the amount of the fees raised by the Company for its services in connection with the goods concerned, but excluding any amount payable to subcontractors, agents and third parties.
24. WARRANTIES AND REPRESENTATIONS BY THE COMPANY
The Company makes no warranties and representations to the Customer save as may be specifically provided herein or as notified in writing by the Company to the Customer from time to time.
25. DISPUTES
25.1 In any dispute between the Company and the Customer the Company shall be deemed to have performed its obligations in a proper and workmanlike manner and strictly in accordance with any agreement between it and the Customer, until such time as the Customer proves the contrary.
25.2 The parties shall be entitled at their option to institute any legal proceedings which may arise out of or in connection with this agreement in any Magistrate’s Court having jurisdiction, notwithstanding the fact that the claim or value of the matter in dispute might exceed the jurisdiction of such Magistrate’s Court in respect of the cause of action.
25.3 A certificate by any director of the Company as to the principal amount outstanding and the interest thereon shall be prima facie evidence as to the amount outstanding from time to time in respect of any debt due by the Customer to the Company.
25.4 All legal costs incurred by the Company in consequence of the Company taking steps to enforce these terms and conditions and/or instituting legal action against the Customer and/or recovering monies due by the Customer to the Company shall be recoverable by the Company from the Customer on an attorney and own client basis.
25.5 These terms and conditions and all agreements entered into between the Company and the Customer pursuant thereto and the terms thereof shall be governed by and construed in accordance with the laws of the Republic of South Africa and the South African Courts shall have jurisdiction in respect of any matter arising therefrom.
26. DOMICILIUM CITANDI ET EXECUTANDI
26.1 The parties hereby choose their physical addresses as set out in the Memorandum hereto, as their domicilium citandi etexecutandi for all purposes under these terms and conditions.
26.2 Any notice to any party shall be addressed to it at its domicilium aforesaid and either be sent by prepaid registered post, delivered by hand or faxed to either of the fax numbers set out in the Memorandum hereto, and shall be deemed to have been received by the addressee on the seventh day after posting if sent by prepaid registered mail or on the date of delivery if delivered by hand or on the date of faxing, if faxed.
27. VARIATION OF THESE TERMS AND CONDITIONS
No variation of these terms and conditions shall be binding on the Company unless embodied in a written document signed by a duly authorised representative of the Company.
28. NON-WAIVER
No extension of time or waiver or relaxation of any of these terms and conditions shall operate as an estoppel against any party in respect of its rights under these terms and conditions, nor shall it operate so as to preclude such party thereafter from exercising its rights strictly in accordance with these terms and conditions, unless reduced to writing and signed by the parties.
Signed for and on behalf of the Customer at……………..………this the……….day of …………………………………………………………
The signatory appends his/her signature hereto, guarantees his/her authority to act on behalf of the Customer and declares that the Customer shall be bound to these terms and conditions.
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Signature (Customer) Witness
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Name of signatory in print Witness
