R&S DIESELPRO SERVICES (PVT) LTD

Terms and Conditions of Trade

  1. These terms of trade shall apply to all contracts (hereinafter referred to as “the contract”) between R&S DieselPro Services (Pvt) Ltd (“R&S”) and its customers (“the Customer”) unless specifically excluded or amended by the parties in writing, provided that if there is a conflict between any quotation, invoice, written agreement or proposal or other document issued by R&S and these terms of trade, the former shall prevail. Unless otherwise specifically stipulated in writing to the contrary, the terms hereof shall supersede and prevail over any terms and conditions contained in any documents submitted by the Customer.
  2. The Customer can place an order in the form of delivery of a hard copy, sent by e-mail or WhatsApp as a written authorization or as an attachment.
  3. Should any written quotation, invoice or other written agreement or document contain terms of variance with and/or in addition to these terms of trade, (“the other terms”), the Customer shall be deemed to accept the other terms unless, within 48 hours of receipt thereof, the Customer notifies R&S in writing that it elects to reject the other terms.
  4. Unless a specified date of delivery is expressly specified by R&S in writing, delivery shall be made within a reasonable time.
  5. Should R&S have reason to believe that the Customer may not, or be unable to discharge its obligation to pay the purchase price or any portion thereof, R&S shall be entitled
    • 5.1 to delay or suspend performance of its undertakings unless or until the Customer has satisfied R&S that its belief is ill-founded, and
    • 5.2 should the Customer fail so to satisfy R&S, to cancel the contract.
  6. Payment of the purchase price or any other amounts owing to R&S shall be made by the Customer by the due date/s thereof and in the manner provided on the invoice or sales agreement issued by R&S.
  7. Notwithstanding delivery of the goods to the Customer in the event of a sale, ownership of the goods shall be retained by R&S and shall not pass to the Customer until payment of the purchase price has been made in full to R&S.
  8. Any guarantee by R&S with respect to goods sold by R&S to the Customer shall be limited to any written guarantee which may be issued by R&S to the Customer at the time of sale.
  9. Save for any written guarantee issued by R&S as aforesaid, R&S shall not be liable to the Customer for, or in respect of, any defects in the goods and R&S gives no warranties whatsoever and any warranties otherwise implied in respect of the goods shall be deemed to be excluded.
  10. Without derogating from the provisions of 9 above and notwithstanding any guarantee issued by R&S, R&S shall not be liable for –
    • 10.1 any defects in the goods which are aggravated by, or any damage resulting from, continued use or operation of the goods after the defects manifested themselves or after the Customer should have become aware thereof
    • 10.2 any defects in or breakdown of or damage to the goods due to or arising from the failure or omission to comply with any OEM’s, operating instructions or the directions on warning plates fitted to the goods, in the use or operation of such goods
    • 10.3 any defects in or damage to the goods arising from faulty or negligent handling, operating, maintenance or erection or alterations or repairs to the goods carried out by anyone other than R&S or its nominated representative
    • 10.4 the loss of hydraulic fluids or oil arising from or due to any defects in the goods
    • 10.5 defects in the following goods or components thereof: ground engaging parts, magnet coils, electric motors, fuses and contacts, wire ropes, connections, gaskets, oil seals and filters; v-belts, tyres and brake-linings
  11. Should the Customer be in arrears in respect of any amount/s payable by it to R&S, or to any cessionary to whom R&S has ceded any of its claims against or rights to payment from the Customer, the rights of the Customer under and in terms of any guarantee issued by R&S shall be suspended until payment is made by the Customer of the said amount/s, and in the event of the Customer failing to make payment of the said amount/s within 10 days of written demand by R&S or the said cessionary for such payment, the guarantee shall be deemed to be cancelled.
  12. Save by virtue of any order of a competent court, the Customer shall not be entitled on any grounds whatsoever to return any of the goods to R&S after delivery thereof to the Customer, without the prior written consent of R&S, and should the Customer do so in breach of this clause, the goods returned shall be at the sole risk and expense of the Customer.
  13. Unless otherwise provided, any amount not paid by the Customer by the due date thereof shall bear interest at the rate of 2% per month calculated and capitalized from the due date to the date of payment.
  14. The Customer acknowledges that it was not induced to enter any contract with R&S by any representations made by or on behalf of R&S, other than as set out in these terms of trade.
  15. Unless otherwise specifically provided, delivery of all goods purchased shall be made by R&S at its premises.
  16. The risk in or to goods sold shall pass to the Customer on tender of delivery thereof by R&S, from which date the Customer shall be liable to R&S for storage charges and the cost of insurance for the goods.
  17. Should R&S transport or cause anyone else to transport any of the goods from R&S’s premises or any other place to a site appointed by the Customer, such transport shall be at the sole risk of the Customer.
  18. The erection of any equipment comprising the goods at a site appointed by the Customer or anyone on its behalf shall be carried out at the sole risk of the Customer.
  19. The Customer shall not be entitled to withhold payment of any amount payable to R&S for any reason whatsoever and the Customer shall not be entitled to set off against amounts payable to R&S any present or future claims which the Customer may have against R&S from whatsoever cause arising.
  20. R&S shall be entitled, in its sole discretion, to appropriate or allocate any payments received from the Customer to any indebtedness of the Customer to R&S.
  21. A certificate by any director or manager of R&S in respect of any indebtedness of the Customer to R&S shall be prima facie evidence of the Customer’s indebtedness to R&S
  22. While R&S remains the owner of the goods the Customer shall keep the goods in its possession and under its control and shall take reasonable care in the use of the goods and shall at its own expense maintain the goods in proper working order. The Customer shall furthermore keep the goods free from attachment, hypothec, or other legal charge or process.
  23. R&S  will not be liable to the Customer for any damages arising from consequential loss, personal injury, death or loss of profit or any other cause, whether due to or arising from any act or omission of R&S or any of its employees or agents, whether negligent or otherwise, or faulty design, defective materials or bad workmanship in or in respect of the goods or any other cause whatsoever.
  24. The Customer hereby indemnifies R&S and holds it harmless from all loss, injury, damage and claims whatsoever and howsoever arising from or connected with the goods or the use or possession thereof in circumstances where such loss, injury, damage or claims are caused by any act or omission of the Customer.
  25. Any dispute arising between the parties, whether in regard to the interpretation of any terms of the contract, the carrying out of any of its terms or any other incident or aspect thereof may, at the option of R&S, be referred and submitted to arbitration in terms of the Arbitration Act {Chapter 7:15} (No 6 of 1996) as amended from time to time, and in the event of R&S electing to exercise the said option, the parties shall be precluded from resorting to any legal proceeding in a court of law in respect of such dispute.
  26. Should the Customer default in complying with any provisions of any sales agreement, or commit a breach of any of the terms thereof, or if any judgment is obtained against the Customer, or the Customer commits any act of insolvency, or is placed in business rescue, or under judicial management, or ceases to carry on business, then R&S shall be entitled to, and without prejudice of any other remedy which it may have in terms of law or otherwise:
    • 26.1    claim and recover from the Customer forthwith the whole of the balance of all amounts then outstanding whether due for payment or not, together with the interest as herein before provided, or
    • 26.2 cancel the contract, repossess the goods, retain all amounts paid by the Customer under the contract and to recover from  the Customer such damages as R&S will have suffered in consequence of the default or breach and such cancellation, in which  event R&S shall be entitled to retain until the final determination of such damages and as security for payment thereof by the  Customer, all amounts paid by the Customer to R&S in terms hereof.
  27. If the Customer fails to effect payment of any amount due to R&S on due date or commits any other breach of these terms of trade in circumstances where R&S remains the owner of the goods, the Customer undertakes to, and shall, forthwith restore the goods to R&S pending institution of any action by R&S for payment of any amounts due to it.
  28. No variation of or addition to these terms of trade shall be of any force or effect unless recorded in writing and signed by R&S.
  29. No latitude, extension of time or other indulgence given or allowed by R&S to the Customer in respect of any payment or the performance of any other obligation hereunder shall operate as a waiver, novation or otherwise affect any of R&S’s rights in terms of, or arising from, the contract or preclude R&S from enforcing at any time and without notice, strict and punctual compliance with each and every provision hereof.
  30. The parties hereby agree that each clause of these terms of trade is severable, one from the other, and if any clause is found to be defective or unenforceable for any reason by any competent court, then the remaining clauses shall be and continue to be at full force and effect.
  31. In these terms of trade words, importing the singular includes the plural and vice versa and words importing any gender includes the other genders.

          T&C_V3_Apr 2025