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Terms & Conditions of Sale

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These Terms and Conditions of Sale (“Terms”) apply to all contracts of sale entered into between Mineral-Loy (Proprietary) Limited (“the Company”) and any purchaser (“the Purchaser”), to the exclusion of any other terms or conditions unless expressly agreed to in writing by the Company.

1. Definitions

1.1 Company means Mineral-Loy (Proprietary) Limited.

1.2 Completion Date means the date on which the Goods have been delivered in full to the Purchaser.

1.3 Due Date means thirty (30) calendar days from the date reflected on the Company’s statement or invoice, regardless of method of delivery.

1.4 Goods means the goods supplied by the Company to the Purchaser.

1.5 Parties means the Company and/or the Purchaser, as the context requires.

1.6 Purchaser means any person or legal entity placing an order with the Company which is accepted by the Company.

1.7 Terms means these Terms and Conditions of Sale, including any written amendments agreed to by the Company.

1.8 VAT means value-added tax levied in terms of the Value-Added Tax Act 89 of 1991.

2. Orders

2.1 All orders are subject to these Terms and to the availability of raw materials or Goods.

2.2 Orders are deemed accepted only once confirmed in writing by the Company, including by email or other recognised electronic communication. Telephonic orders are deemed accepted upon dispatch of a written sales order, subject to a 24-hour amendment period by the Purchaser.

2.3 No variation, cancellation, or amendment requested by the Purchaser shall be valid unless agreed to in writing by the Company.

2.4 The Company may require a deposit or acceptable security prior to fulfilling any order.

2.5 Failure to provide such deposit or security within seven (7) calendar days entitles the Company to cancel or reject the order without liability.

2.6 Goods are sold as follows unless otherwise agreed in writing:

  • Metals and minerals: by alloy mass

  • Automotive goods: per unit

3. Pricing and Payment

3.1 Prices quoted are indicative and subject to adjustment prior to acceptance. Any revised price notified in writing becomes binding.

3.2 Quotations in foreign currency are subject to exchange rate fluctuations, which shall be borne by the Purchaser.

3.3 Unless agreed otherwise in writing, payment is due in full on the Due Date.

3.4 Overdue amounts shall bear interest at the maximum rate permitted under the National Credit Act 34 of 2005, linked to the prime lending rate.

3.5 All payments shall be made:

  • In South African Rand unless otherwise agreed

  • Without deduction or set-off

  • Exclusive of VAT, which shall be payable in addition

4. Delivery and Risk

4.1 Delivery dates are estimates only and not of the essence. Delays shall not give rise to claims for damages.

4.2 Risk passes to the Purchaser upon delivery, determined as follows:

  • Rail: upon handover to the rail authority

  • Sea: upon handover to the port authority

  • Road (third-party transport): upon completion of loading

  • Road (Company-arranged transport): upon tender at the delivery address

4.3 Returns require the Company’s prior written consent.

4.4 Storage costs may be charged if delivery is delayed at the Purchaser’s request.

4.5 No obligation exists for carriers to enter Purchaser premises. Any entry is at the Purchaser’s risk, and the Purchaser indemnifies the Company against loss or damage.

5. Warranties and Liability

5.1 Subject to any applicable law, including the Consumer Protection Act 68 of 2008 where applicable, Gods are supplied voetstoots and no warranties or representations are given regarding fitness for purpose unless expressly stated in writing.

5.2 The Purchaser must inspect Goods prior to use or processing and indemnifies the Company against third-party claims.

5.3 The Company shall not be liable for indirect, consequential, or loss-of-profit damages under any circumstances.

6. Claims

6.1 Defect claims must be submitted in writing within:

  • 48 hours of delivery for general Goods

  • 60 calendar days for automotive Goods

6.2 Shortage claims must be lodged within 24 hours of delivery.

6.3 The Company’s maximum liability is limited to the value of the Goods supplied.

7. Ownership and Default

7.1 Ownership remains vested in the Company until full payment of all amounts due.

7.2 In the event of default, the Company shall be entitled, subject to applicable law, to recover possession of unpaid Goods and to exercise any other rights available to it in law.

7.3 Consignment stock remains Company property until paid for, regardless of third-party payment.

7.4 Payments may be appropriated at the Company’s discretion.

7.5 A certificate signed by a Company director constitutes prima facie proof of indebtedness.

7.6 Legal recovery costs shall be payable on an attorney-and-own-client scale.

8. Force Majeure

8.1 Neither Party shall be liable for failure caused by events beyond reasonable control, including acts of God, strikes, war, or government action.

8.2 If such events persist for more than two (2) months, either Party may cancel the affected portion upon written notice.

9. General

9.1 These Terms override any Purchaser conditions.

9.2 Insolvency, liquidation, business rescue proceedings, compromise with creditors, or cessation of business shall constitute a material breach entitling the Company to terminate any agreement immediately upon written notice.

9.3 Electronic communication constitutes valid written notice.

10. Governing Law

10.1 These Terms are governed by the laws of the Republic of South Africa.

10.2 The Purchaser submits to the non-exclusive jurisdiction of the South African High Court.

10.3 Where Incoterms are referenced, the latest published Incoterms apply.