ORBIT INDUSTRIAL PTY LTD

www.orbitindustrial.co.za

Trading as Orbit Industrial Supplies

TERMS AND CONDITIONS OF SALE

Effective Date: 6 February 2025

Last Reviewed: May 2025

 

1. Definitions and Application

1.1  In these Terms and Conditions of Sale, "Supplier" refers to Orbit Industrial Supplies PTY Ltd., a company registered in the Republic of South Africa (Registration Number: 2019/306871/07), and "Purchaser" refers to the entity or individual placing an order for goods.

1.2  These Terms and Conditions govern all sales of goods by the Supplier to the Purchaser, whether placed in person, by telephone, by email, by purchase order, or through the Supplier's website at www.orbitindustrial.co.za. They apply to all transactions unless expressly varied in writing by an authorised representative of the Supplier.

1.3  These Terms and Conditions supersede all prior representations, quotations, correspondence, and agreements between the parties in respect of the subject matter hereof, except to the extent that a separate written agreement signed by an authorised representative of the Supplier expressly varies these terms. Where a conflict exists between these Terms and a specific written agreement for a particular transaction, the terms of that agreement shall prevail.

1.4  No variation, cancellation, or amendment of these Terms shall be valid or binding unless reduced to writing and signed by a duly authorised representative of the Supplier.

1.5  Where the Consumer Protection Act 68 of 2008 ("CPA") is applicable to a particular transaction, and any provision of these Terms conflicts with the CPA, that provision shall not apply to the extent of such conflict and the applicable provision of the CPA shall govern.

 

2. Online Orders and Contract Formation

2.1  The Supplier's website constitutes an invitation to treat and not an offer capable of acceptance. A binding contract of sale is formed only when the Supplier issues a written order confirmation or tax invoice to the Purchaser in respect of a specific order.

2.2  The Supplier reserves the right to decline or cancel any online order at its discretion, including where a product is displayed at an incorrect price due to a technical error. In such cases, the Supplier will notify the Purchaser promptly and issue a full refund of any amount paid.

2.3  Prices displayed on the Supplier's website are subject to change without prior notice and are exclusive of VAT unless expressly stated otherwise. VAT will be charged at the prevailing rate applicable on the date of invoice.

2.4  By placing an order through the Supplier's website, the Purchaser confirms that they are authorised to enter into a binding commercial transaction on behalf of the entity in whose name the order is placed, and that they have read and accepted these Terms and Conditions.

 

3. Pricing, VAT and Currency

3.1  Unless a specific price has been quoted in writing by the Supplier, the price of goods will be the Supplier's current ruling price on the date of invoice. All prices are in South African Rand (ZAR).

3.2  All prices quoted and invoiced are exclusive of Value Added Tax (VAT) unless expressly stated otherwise. VAT will be charged at the rate prescribed by the Value-Added Tax Act 89 of 1991, as amended, applicable on the date of invoice. The Supplier's VAT registration number will appear on all tax invoices.

3.3  The Supplier reserves the right to adjust any quoted price to account for: (a) adverse fluctuations in the rate of exchange between the date of quotation and the date of supply where goods are sourced in foreign currency; (b) increases in manufacturer pricing, import duties, or logistics costs arising after the date of quotation; or (c) any other cost increase occasioned by circumstances beyond the reasonable control of the Supplier. The Supplier will notify the Purchaser of any such adjustment prior to invoicing.

3.4  Quoted prices are valid for the period stated on the quotation. Where no validity period is specified, quotations are valid for 14 (fourteen) calendar days from the date of issue.

 

4. Payment Terms

4.1  The Supplier's standard payment terms are payment in full prior to or on delivery (cash sale), unless the Supplier has granted the Purchaser a written credit facility, in which case payment shall be made within the credit period agreed in the credit facility agreement.

4.2  All payments must be made without deduction, set-off, or counterclaim of any nature whatsoever, save as required by law.

4.3  Where multiple deliveries are made under a single order or contract, each delivery will be invoiced separately and payment for each invoice will be due in accordance with clause 4.1.

4.4  The Supplier's banking details for direct payment are set out on the Supplier's official tax invoices. The Supplier will notify the Purchaser in writing of any change to its banking details. The Purchaser is advised to verify banking details directly with the Supplier before making any electronic payment. The Supplier accepts no liability for payments made to fraudulent banking details where the Purchaser has not verified the details directly with the Supplier.

4.5  The Supplier shall be entitled to charge interest on overdue amounts at the maximum rate permitted by law from time to time, as provided for in the National Credit Act 34 of 2005 (as amended) or any other applicable legislation, calculated from the due date of payment to the date of actual payment.

4.6  Should the Purchaser default on any payment, the Supplier shall be entitled, at its election, to: (a) declare the entire outstanding balance immediately due and payable, regardless of any agreed credit period; (b) suspend the fulfilment of any uncompleted orders or obligations until payment is made in full; or (c) cancel any outstanding orders without penalty.

4.7  Where any invoice amount is disputed by the Purchaser, the Purchaser shall nevertheless pay the full invoiced amount on the due date. The Supplier will investigate the disputed amount promptly and, where the dispute is found to be valid, will issue a credit note or refund for the amount determined to be owing to the Purchaser. This obligation to pay pending dispute resolution does not apply where the CPA affords the Purchaser a right to withhold payment.

4.8  Payments received from the Purchaser will be applied in the following order: first to any legal costs owing, then to interest accrued, and thereafter to the oldest outstanding invoice balance.

4.9  Where goods have been delivered but not yet paid for in full, the Purchaser shall ensure that the goods are adequately insured against standard commercial risks and shall provide proof of such insurance to the Supplier on request.

 

5. Ownership and Risk

5.1  Ownership of all goods sold shall remain vested in the Supplier until the Supplier has received payment in full of all amounts owing by the Purchaser to the Supplier, whether arising from the specific transaction or any other indebtedness. This retention of title clause constitutes a security interest in favour of the Supplier.

5.2  Until ownership passes in accordance with clause 5.1, the Purchaser holds the goods as bailee of the Supplier and must: (a) store the goods separately and clearly identified as the property of the Supplier; (b) not encumber, pledge, or otherwise deal with the goods in a manner inconsistent with the Supplier's ownership; and (c) on demand, allow the Supplier access to inspect or recover the goods.

5.3  The Supplier shall be entitled to recover possession of goods in respect of which ownership has not passed, without prior notice and without cancellation of the contract of sale, in the event of any default by the Purchaser.

5.4  Notwithstanding the provisions of clauses 5.1 to 5.3, the risk in and to the goods shall pass to the Purchaser on delivery, as defined in clause 6 below.

 

6. Delivery

6.1  Delivery shall be deemed to have taken place when: (a) goods transported by the Supplier's own vehicle have been offloaded at the Purchaser's nominated delivery address; or (b) goods collected by the Purchaser or its nominated carrier have been loaded onto that vehicle at the Supplier's premises.

6.2  Where the Supplier engages a third-party carrier at the Purchaser's request, the Supplier is authorised to contract with that carrier on terms it deems appropriate. The Purchaser shall indemnify the Supplier against all claims, costs, and liabilities arising from such carrier engagement.

6.3  Risk in the goods passes to the Purchaser on delivery, as defined in clause 6.1. From that point, the Purchaser is responsible for any loss, damage, or deterioration of the goods.

6.4  The Purchaser must inspect all goods at the time of delivery and must note any visible damage, shortage, or discrepancy on the delivery note before signing. The signature of any employee, agent, or representative of the Purchaser on the Supplier's delivery note or waybill constitutes conclusive evidence of delivery of the goods in the condition and quantity noted.

6.5  Claims for goods damaged in transit must be reported to the Supplier in writing within 24 hours of delivery. Claims for shortage or discrepancy must be reported within 2 business days of delivery. The Supplier will not be liable for transit damage or shortage claims reported after these periods.

6.6  If the Purchaser fails to take delivery of goods on the agreed date, risk passes immediately to the Purchaser and the Supplier shall be entitled to charge reasonable storage and insurance costs for each day the goods remain uncollected. If goods remain uncollected for more than 30 days after the Supplier has notified the Purchaser that the goods are ready for collection, the Supplier may dispose of the goods as it sees fit without liability to the Purchaser.

6.7  The Supplier's obligation to deliver is subject to: (a) availability of the relevant goods; and (b) receipt of all necessary instructions from the Purchaser in sufficient time. Time is not of the essence in respect of delivery, and the Supplier shall not be liable for losses arising from delivery delays unless caused by the Supplier's gross negligence.

 

7. Warranties and Product Suitability

7.1  All goods sold by the Supplier carry the warranty of the original manufacturer only. The Supplier does not provide any additional warranty beyond that offered by the relevant manufacturer. Applicable manufacturer warranty terms are available from the Supplier on request.

7.2  Subject to the Supplier's obligations under the CPA (where applicable), all goods are sold in the condition in which they stand. All implied warranties and conditions, other than those expressly set out in these Terms or required by law, are excluded to the maximum extent permitted.

7.3  The Supplier makes no warranty as to the suitability of any goods for a particular purpose unless such suitability has been expressly confirmed in writing. The Purchaser is responsible for satisfying itself, prior to purchase, that the goods are fit for the intended application. The Supplier's technical team is available to assist with product selection and specification guidance — the Purchaser is encouraged to consult the Supplier before purchasing, particularly for specialised or technical applications.

7.4  The Purchaser must at all times follow the manufacturer's usage, storage, and handling instructions. Any failure to do so will void any applicable warranty claim.

7.5  Warranty claims must be directed to the Supplier in the first instance. The Supplier will liaise with the relevant manufacturer on the Purchaser's behalf. The Supplier's Refund and Returns Policy sets out the procedure for warranty claims in full.

 

8. Return of Goods and Credits

8.1  No goods may be returned without prior written authorisation from the Supplier and the issue of a Return Merchandise Authorisation (RMA) number. Goods returned without an RMA number will not be accepted.

8.2  To qualify for a credit, standard (non-special order) goods must be: (a) 100% unused and in their original, undamaged packaging; (b) returned to the Supplier within 5 calendar days of the delivery date; and (c) accompanied by the original invoice number and the issued RMA number.

8.3  Whether goods are in a resalable condition is determined by the Supplier in its sole discretion following inspection.

8.4  Where the Supplier accepts a return of goods that were correctly supplied in accordance with the Purchaser's order (i.e., returned for reasons other than defect or incorrect supply), the Supplier may apply a handling and restocking charge of up to 10% of the original invoice value, deducted from the credit note issued.

8.5  Special order goods — including non-standard products, goods ordered specifically for a customer, and bulk volumes procured to order — are not eligible for return or credit under any circumstances once the order has been confirmed.

8.6  The Supplier does not provide cash refunds. Credits will be applied to the Purchaser's account or offset against outstanding invoices. Where a cash refund is required by law (including under the CPA), it will be processed within 10 business days of the Supplier confirming the return.

8.7  The Supplier's Refund and Returns Policy, published at www.orbitindustrial.co.za, forms part of these Terms and Conditions and sets out additional procedural requirements applicable to returns, warranty claims, and transit damage.

 

9. Limitation of Liability

9.1  The Supplier's total liability to the Purchaser arising from any cause whatsoever — including negligence, breach of contract, or defective supply — shall in all circumstances be limited to the lesser of: (a) the replacement of goods found to be defective at the date of delivery; or (b) the purchase price of the relevant goods as reflected on the applicable invoice.

9.2  The Supplier shall under no circumstances be liable for any indirect, consequential, special, or punitive loss or damage, including but not limited to loss of profit, loss of production, loss of business opportunity, or equipment damage arising from the use of goods supplied, whether or not caused by the Supplier's negligence.

9.3  The Supplier shall have no liability for failure to perform any obligation under these Terms where such failure results from causes beyond the Supplier's reasonable control, including Force Majeure events as defined in clause 16 below.

9.4  Nothing in these Terms limits the Supplier's liability for: (a) death or personal injury caused by the Supplier's negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability that cannot be excluded by law.

 

10. Suspension and Cancellation

10.1  Without prejudice to any other rights, the Supplier may immediately suspend the fulfilment of any uncompleted obligations if any amount owed by the Purchaser is not paid on the due date.

10.2  The Supplier may cancel this contract or any uncompleted portion thereof, without prejudice to any accrued rights, if the Purchaser: (a) commits a material breach of any term or condition and fails to remedy that breach within 7 days of written notice; (b) is sequestrated, liquidated, placed under business rescue, surrenders its estate, or makes a general compromise with its creditors; (c) has a judgment recorded against it that remains unsatisfied for 7 days; or (d) ceases or threatens to cease trading.

10.3  On cancellation for any reason, all amounts owing by the Purchaser shall become immediately due and payable in full.

 

11. Credit Facilities

11.1  The granting, extension, reduction, or withdrawal of credit facilities is at the sole and absolute discretion of the Supplier and may be withdrawn at any time without cause.

11.2  Credit facilities are granted subject to separate credit facility terms and conditions, which are in addition to these Terms of Sale. In the event of a conflict between these Terms and the credit facility terms, the credit facility terms shall prevail.

11.3  These Terms form part of an incidental credit agreement as contemplated in section 8(4)(b), read with section 1, of the National Credit Act 34 of 2005 ("NCA"). The application of the NCA to the agreement between the parties is accordingly limited by the provisions of section 5 of the NCA. Where the Supplier's attorneys are required to deliver a section 129(1)(a) NCA notice, the Purchaser's domicilium address (as set out in clause 17) shall be the address for such delivery.

 

12. Landlord's Lien

12.1  If the Purchaser leases its premises, the Purchaser must notify the Supplier of this fact and must inform its landlord that goods supplied by the Supplier remain the property of the Supplier until paid for in full. The Supplier also reserves the right to notify the landlord directly of its ownership interest.

12.2  The Purchaser must provide the Supplier with the name and contact details of its landlord and must promptly notify the Supplier of any change in landlord or landlord contact details.

 

13. Dissolution of Business Entity

Where the Purchaser is a partnership, close corporation, company, trust, or other legal entity, any dissolution, deregistration, or change in the composition of that entity shall not affect the liability of the relevant parties to the Supplier in respect of any goods sold and delivered after such dissolution, unless the Supplier has received prior written notice of the dissolution and has confirmed in writing its acceptance of a change in the responsible party.

 

14. Certificate of Indebtedness

A certificate signed by any duly authorised officer of the Supplier setting out the amount owing by the Purchaser shall be prima facie proof of such indebtedness and shall constitute sufficient evidence of the amount due for the purposes of provisional sentence, summary judgment, or any other legal proceeding.

 

15. Legal Costs

Should the Supplier be required to institute legal proceedings against the Purchaser for any reason arising from these Terms, the Purchaser agrees to pay all legal costs incurred by the Supplier on the scale as between attorney and own client. Such costs include, without limitation, tracing fees, collection charges, and debt collection commission.

 

16. Force Majeure

16.1  Neither party shall be liable to the other for any failure or delay in performing its obligations under these Terms where such failure or delay arises from an event beyond that party's reasonable control, including but not limited to acts of God, natural disasters, pandemics or epidemics, war, terrorism, civil unrest, government action, port closures, load shedding, or infrastructure failure, provided that such event could not reasonably have been foreseen or prevented.

16.2  The party affected by a Force Majeure event must notify the other party in writing as soon as reasonably practicable after the event occurs, setting out the nature of the event and its anticipated duration.

16.3  If a Force Majeure event continues for more than 30 consecutive days, either party may cancel the affected order or contract on written notice, without liability to the other party, save for payment for goods already delivered.

 

17. Domicilium and Notices

17.1  The Purchaser nominates its business address as recorded on its credit application form, purchase order, or the face of the relevant invoice as its domicilium citandi et executandi for the service of all legal notices, processes, and demands in connection with any claim arising from these Terms.

17.2  Written notices may be delivered by hand, sent by email, or transmitted by registered post. Notices sent by email will be deemed received on the date of transmission, provided no delivery failure notification is received. Notices sent by registered post will be deemed received 7 days after posting.

 

18. Jurisdiction

18.1  The parties consent to the jurisdiction of the Magistrate's Court for any proceedings arising from these Terms, irrespective of the amount claimed.

18.2  Notwithstanding clause 18.1, the Supplier shall be entitled, at its election, to institute proceedings in any Division of the High Court of South Africa having jurisdiction over the Purchaser, particularly in respect of claims exceeding the monetary jurisdiction of the Magistrate's Court or where the Supplier considers the High Court to be the more appropriate forum.

18.3  These Terms and all transactions between the parties are governed by the laws of the Republic of South Africa.

 

19. Cession of Claims

The Supplier shall be entitled, at its sole discretion and without the prior consent of the Purchaser, to cede, assign, or pledge any claim it holds against the Purchaser to any third party. On notification of such cession, the Purchaser shall become liable to pay the amount ceded directly to the cessionary.

 

20. Waiver

No indulgence, extension of time, or relaxation of any provision granted by the Supplier to the Purchaser shall constitute a waiver of the Supplier's rights to subsequently require strict and punctual compliance with all provisions of these Terms, and shall not estop the Supplier from exercising any of its rights arising from any subsequent breach by the Purchaser.

 

21. Credit Information and Privacy

21.1  The Purchaser consents to the Supplier obtaining, using, and disclosing credit information concerning the Purchaser's account and payment history with the Supplier for the following purposes: (a) submission to registered credit bureaux; and (b) provision of trade references to third parties making legitimate enquiries about the Purchaser's creditworthiness.

21.2  All personal information collected by the Supplier is processed in accordance with the Protection of Personal Information Act 4 of 2013 ("POPIA") and the Supplier's Privacy Policy, available at www.orbitindustrial.co.za. The Supplier's Privacy Policy sets out the Purchaser's rights as a data subject and how to exercise them.

 

22. General

22.1  If any provision of these Terms is found by a court of competent jurisdiction to be invalid, unlawful, or unenforceable, that provision shall be severed from these Terms and the remaining provisions shall continue in full force and effect.

22.2  These Terms constitute the entire agreement between the parties in relation to the sale and purchase of goods and supersede all prior discussions, representations, and agreements, save as otherwise expressly provided herein.

22.3  The Supplier reserves the right to update or amend these Terms from time to time. Updated terms will be published on the Supplier's website and will apply to all orders placed after the date of publication.

 

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

Consumer Protection Act 68 of 2008 | National Credit Act 34 of 2005 | POPIA Act 4 of 2013

© 2025 Orbit Industrial Supplies PTY Ltd. All rights reserved.