Terms & Conditions - LP4A (PTY) LTD

STANDARD TERMS AND CONDITIONS FOR THE SALE OF PRODUCTS

DEFINITIONS AND INTERPRETATION
- Unless the context clearly indicates otherwise, capitalised words and phrases used herein shall have the meanings given to them in this clause, and cognate words have corresponding meanings:
  - Customer means the party that orders and/or purchases a Product from the Company;
  - Company means LP4A Proprietary Limited, registration number 2023/562706/07, trading as Landy Parts for Africa, a company registered and incorporated in accordance with the laws of South Africa;
  - Order means any written order given by or on behalf of the Customer to the Company for the supply of a Product, which may be made on the Company’s website or on other platforms permitted by the Company from time to time;
  - Parties means collectively the Company and the Customer and Party mean either one of them;
  - Personal Information has the meaning given to it in terms of Protection of Personal Information Act 4 of 2013;
  - POPI means the Protection of Personal Information Act 4 of 2013;
  - Products means the products supplied or to be supplied by the Company to the Customer in terms of an Order being motor vehicle parts for Land Rover vehicles, and other products supplied by the Company from time to time, and Product shall have a corresponding meaning;
  - Purchase Price means the total purchase price (including VAT) for the Product;
  - Quotation means a written quotation for the supply of a Product or Service provided by the Company to the Customer;
  - Terms means these standard terms and conditions and any annexures hereto, governing the sale and supply of Products; and
  - VAT means value added tax applicable in terms of the Value Added Tax Act, 89 of 1991.
- These Terms govern the Order and accordingly any terms and conditions stipulated by the Customer are expressly excluded.
- The Company shall not be precluded or restrained from entering into contracts with other customers or third parties, by virtue of these Terms and these Terms shall not in any way be construed as conferring any exclusivity in favour of the Customer.

2. QUOTATION AND ORDER

- - Unless withdrawn prior to acceptance, Quotations are open for a period of 30 days from the date thereof.
  - Quotations are based solely on information which is provided by the Customer and are subject to change. In the event that the Company requires an amendment of the price stipulated in a Quotation, the Company reserves the right to adjust such Quotation after consultation with the Customer. All Quotations are invitations to do business and do not constitute a binding offer.
  - Following a Customer’s acceptance of a Quotation, the Customer must place an Order with the Company for the supply of the Product. The Customer’s Order must detail the quantity of the Products to be supplied, together with any references used by the Company to identify such relevant Product. Orders are only accepted once confirmed by the Company or are deemed to be accepted once the Product is dispatched to the Customer.
  - Notwithstanding the aforegoing, the Company reserves the right, in its sole discretion, to not proceed with an Order until it receives from the Customer, written proof to the satisfaction of the Company that payment has been made, and payment is in fact made.
  - Orders delivered outside South Africa may be subject to customs clearance, import duties, taxes, and fees imposed by the destination country. These charges are for the account of the Customer and are the sole responsibility of the Customer. If duties or taxes are not paid and the shipment is returned or delayed, the Customer will be liable for all associated costs, including return shipping and re-delivery fees.

3. PURCHASE PRICE AND PAYMENT

- - The Purchase Price is charged at the rate applicable on the date of the Order unless otherwise agreed in writing by the parties. The Company reserves the right to correct pricing errors and to cancel or amend Orders affected by such errors.
  - Unless otherwise a credit account has been approved in writing by the Company, the Purchase Price must be paid by the Customer to the Company in full by way of electronic funds transfer, in full and without deduction or set-off, when the Customer places an Order.
  - If the Customer fails to make payment in accordance with clause 2 or fails to comply with any provisions of these Terms, the Company shall be entitled to cancel the Order or any undelivered portion of the Order where there is part-delivery.
  - The Customer will be charged for VAT on the Purchase Price. All prices displayed on the website prior to login are inclusive of VAT, unless stated otherwise. Prices displayed once logged in as a trade user are exclusive of VAT unless stated otherwise.
  - Where the Customer has a credit account with the Company, the Customer shall pay interest on any sum that is overdue at the prime lending rate of the principal bankers of the Company plus 2%, from the due date of such payment until payment is actually made. For the avoidance of doubt, a sum becomes overdue for the purposes of this clause if payment has not been made in accordance with the applicable credit terms.

4. DELIVERY AND ACCEPTANCE

- - - Delivery of Products shall be made by the Company at the delivery address specified by the Customer when placing an Order. The Company delivers throughout South Africa and to selected destinations across the rest of Africa. Notwithstanding the aforegoing, delivery availability may vary depending on location, courier coverage, and customs requirements and delays may occur due to courier constraints, stock availability, public holidays, customs clearance, or circumstances beyond the Company’s control.
    - Delivery costs are calculated at checkout based on destination, parcel size and weight and courier rates. Delivery charges are displayed before payment is completed. Orders delivered outside South Africa may be subject to customs inspections, import duties and taxes, clearance and handling fees which shall be for the account of the Customer. Courier agents may contact the recipient directly to arrange payment.
    - Failure to pay duties or taxes may result in the order being delayed, returned, or cancelled, with all associated costs charged to the Customer.
    - The Company reserves the right to withhold delivery until payment of the Purchase Price is paid and received by the Company. The Company shall be entitled to effect part-deliveries. Any delivery note, waybill or job card (copy or original) signed by the Customer, or its nominee shall be prima facie proof that delivery was made to the Customer.
    - All risk in and to the Product shall pass from the Company to the Customer on delivery but ownership in any Products shall remain vested in the Company until the whole Purchase Price has been fully paid. Ownership of the Products shall in no circumstances pass to the Customer or any third party until the Purchase Price is fully paid.
    - The Customer shall provide the Company, in a timely manner, with the address for delivery and all such other information as will be necessary for the Company to deliver the Products in accordance with the Order. The Customer represents and warrants that all information provided by it or on its behalf to the Company will be accurate and complete. The Company shall not be held liable for delays, losses, or additional costs resulting from incorrect or incomplete delivery details.
    - Delivery dates are estimates only. The Company will not be liable for any loss or damage arising from delivery delays caused by factors beyond its control, including courier delays, customs clearance, or supplier issues. In the event of a delay in delivery, the Company will use its reasonable endeavours to expedite delivery and notify the Customer of the reasons for the delay. The Customer shall not be entitled to cancel the Order or reject the balance of an Order because of any delay on the part of the Company in effecting delivery of the Product.
    - The Company shall not incur any responsibility for the theft, loss or deterioration of the Product following the delivery of the Product to the Customer or to the transporter or agent designated by the Customer.
    - Delivery of the Product at a location which is unattended, or to third parties, made at the request of the Customer, is at the Customer’s risk. If delivery fails due to customer unavailability, refusal, or incorrect details, additional delivery or return fees may apply. Where collection is offered, customers will be notified once their order is ready. Orders not collected within a reasonable time may incur storage or handling fees.

5. WARRANTY AND DEFECTIVE PRODUCTS

the warranty does not extend to deterioration, damages or defects of a Product caused by: wear and tear; damages due to faulty or careless handling or excessive strain; malicious damage to the Product; tampering of the Product; accidental damage to the Product; improper use or use which is contrary to the manufacturers guidelines or specifications; removal of parts from the Product or any disassembly whatsoever of any part of the Product; damage of the Product by weather or other forces of nature, water, fire, excessive dust, incompatible oils, vermin or any other cause beyond the control of the Company; and
the warranty becomes null and void if repairs of any nature whatsoever to the Product are carried out by the Customer and or any other third party without prior written approval from the Company.

Subject to the aforesaid conditions, the Company shall make good, by repair or replacement at the Company’s election, any defects which appear in the Product and which defects are notified by the Customer to the Company in writing within a period of 6 months after the Products have been delivered to the Customer.
In addition to any other limitations stipulated in these Terms, the Company shall not be liable for any other costs, expenses, damages or losses, whether direct or indirect, or consequential losses resulting from a defective Product and the Company’s liability is limited to the replacement or refund of the cost of defective Product.
Where applicable, some Products may be covered by manufacturer or supplier warranties.
Notwithstanding the commencement date of any warranty, a warranty shall only become applicable once the total Purchase Price for the Product has been paid in full.

6. RETURNS AND REFUNDS

- When you take delivery of an order, it is important that the Customer inspects the Product and ensures that the Product purchased is not damaged or defective and is in good condition. Any damage or defect must be reported to the Company in writing within 7 days of delivery to allow us to take the necessary steps to remedy the issue.
- Refunds will only be considered for items that are returned unused, uninstalled, and in their original, unopened packaging, together with all accessories, documentation, seals, labels, and protective wrapping, within 7 days of delivery.
- Returned parts must be in a resaleable condition, free from any marks, damage, contamination, grease, wear, or signs of installation, testing, tampering, or modification. The Company reserves the right to refuse any return and/or refund where the condition of the returned goods does not meet resale requirements or where the packaging has been materially damaged.
- Electrical components, electronic parts, special-order items, custom-sourced parts, and clearance or discounted items are strictly non-refundable, except where such items are defective in which case, the warranties referred to in the Consumer Protection Act, 2008 and supplier or manufacturer warranties shall apply.
- All refund requests are subject to inspection and approval by the Company. Refunds will only be processed once the returned item has been received, physically inspected, and approved. Where supplier or manufacturer testing is required to confirm an alleged defect, processing times may be extended and are dependent on third-party assessment outcomes.

Shipping, courier, delivery, and handling charges are non-refundable, and all return shipping costs remain the Customer’s responsibility, unless the item is confirmed to be faulty or incorrectly supplied by the Company. All refunds are processed to the original payment method where possible. The Customer must ensure vehicle compatibility before ordering to avoid delays or unnecessary returns.

7. CANCELLATION OF AN ORDER

- An Order may be cancelled before dispatch, provided that:
  - the cancellation request is submitted in writing, in the manner prescribed by the Company, and
  - the Product has not yet been processed, packed, or handed over to a courier.
- Where cancellation is approved before dispatch, a full refund will be processed, excluding any non-recoverable transaction or payment gateway fees, where applicable.
- Once a Product has been dispatched, it cannot be cancelled and will be treated as a return, subject to the Company’s returns and refund policies.
- Orders for special- or non-stock Products, or custom-sourced Products may not be cancelled once the Order has been placed with the supplier. These items are sourced specifically on request and cannot be reversed.
- If an item becomes unavailable or cannot be supplied within a reasonable timeframe, the Company reserves the right to cancel all or part of the Order and issue a full refund for the Order so cancelled.

8. LIMITATION OF LIABILITY

- Save as otherwise explicitly stated in these Terms, in no event, whether as a result of breach of contract, indemnity, warranty, delict (including negligence), strict liability or any other cause arising, shall the Company’s total liability or that of its insurers for any loss or damage arising out of, or resulting from these Terms or from the performance or breach thereof, or from the Products supplied hereunder, exceed the Purchase Price.
- Furthermore, any liability or obligation of the Company of whatsoever nature (in these Terms or otherwise) shall terminate upon the expiration of the warranty period specified in clause 5.
- In no event, whether as a result of breach of contract, indemnity, warranty, delict (including negligence), strict liability or any other cause arising, shall the Company be liable for any special, consequential, incidental or exemplary damages whether foreseeable or not, including but not being limited to, loss of profit or revenues, loss of use of the Products or any associated equipment, damage to associated equipment, cost of capital or cost of substitute products.
- In no event shall the Company be liable for any loss or damage whatsoever arising from its failure to discover or repair latent defects or defects inherent in the design of Product or caused by the use of Product by the Customer.

9. PROTECTION OF PERSONAL INFORMATION

- The Company undertakes to:
  - comply with the provisions of POPI as amended or substituted from time to time;

process Personal Information only in accordance with the consent it was obtained for, for the purpose agreed, any lawful and reasonable written instructions received from the applicable responsible party, and as permitted by law;

9.1.3 secure the integrity and confidentiality of any Personal Information in its possession or under its control by taking appropriate, reasonable technical and organisational measures to prevent loss, damage, unauthorised destruction, access, use, disclosure or any other unlawful processing of Personal Information;

9.1.4 not retain any Personal Information for longer than is necessary for achieving the purpose for which Personal Information was disclosed or in fulfilment of any other lawful requirement.

10. APPLICABLE LAW AND JURISDICTION

10.1 The contract between the Customer and the Company will be governed by and construed under the laws of South Africa.

10.2 The Parties hereby consent to the jurisdiction of the Magistrate’s Court in terms of section 45 of the Magistrate’s Court Act, 1944, notwithstanding that the cause of action may otherwise be outside the jurisdiction of such court. Notwithstanding the aforementioned, either Party may at any time elect to institute any legal proceedings in the High Court of South Africa in which case, the Parties consent and submit to the non-exclusive jurisdiction of the High Court, KwaZulu-Natal Local Division (Durban) in any dispute arising from or in connection with the Order.

11. MISCELLANEOUS CLAUSES

11.1 This is the whole agreement between the parties, and it contains all the express provisions agreed by the parties about its subject matter.

11.2 Parties may only rely on representations recorded in the Order and these Terms.

11.3 Each clause in these Terms is separate and severable, the one from the other, notwithstanding the manner in which they may be linked together or grouped grammatically, and if any clause is found to be defective or unenforceable for any reason, the remaining paragraphs or clauses, as the case may be, will nevertheless be and continue to be of full force and effect.

11.4 The Company may on written notice to the Customer cede, assign, novate or delegate its rights and obligations under these Terms to any of its subsidiaries or an unrelated third party and shall be entitled to sub-contract any of its obligations under the Contract to a sub-contractor of its choice. The Customer shall not without the prior written consent of the Company cede, assign or in any way alienate or encumber any of its rights or obligations under the Order or these Terms.

11.5 An agreement varying, adding to, deleting from, or cancelling these Terms (including this clause 11.3) and a waiver of any right under this Terms is only effective if in writing and signed by, or on behalf of, the parties.

11.6 A Party does not prejudice or waive any of its rights at any time (except in a signed written waiver) by relaxing or not enforcing its rights.

11.7 In these Terms, unless the context specifies otherwise:

11.7.1 headings are for convenience only and do not affect the interpretation of these Terms;

11.7.2 references to one gender include all other genders and references to the singular include the plural and vice versa;

11.7.3 any reference to a monetary amount means that amount includes VAT, unless specified otherwise.

11.8 The eiusdem generis rule does not apply to these Terms. This means that whenever specific words of a particular class are used in conjunction with general words, the specific words do not limit the meaning of the general words and, except where the contrary is expressly provided, specifying anything in these Terms after the words ‘including’, ‘includes’ or ‘for example’ or similar expressions does not limit what is included.

11.9 If a substantive provision which confers rights or imposes obligations on a Party is included in a definition, that provision is still a substantive provision of these Terms.

11.10 The rule of contractual interpretation that ambiguous provisions shall be interpreted against the Party responsible for drafting such contract does not apply in the interpretation of these Terms.