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TERMS AND CONDITIONS

  1. DEFINITIONS
    1. Agreement” shall have the meaning as set forth in Section 2.1.
    2. Authorized Signatory” is an employee or representative of a Party who has authority by virtue of that Party’s internal procedure to commit that Party to a legally binding contract.
    3. PPshall mean Portfolio Pharmaceuticals (Pty)Ltd with a registration number 2002/020/834/07 having its business address at 218 Fox Street, Johannesburg,2000, South Africa.
    4. Customer” shall have the meaning as set forth in Section 2.1
    5. Customer PV Contact” shall have the meaning as set forth in Section 15.4.
    6. Credit Approved Customer” shall be deemed a Customer having been qualified by PP to have a sufficient credit rating to be eligible to order Products on ‘open account’ with deferred payment terms pursuant to Section 10.1 number (ii).
    7. Party” shall mean each, PP and the Customer (collectively the Parties“).
    8. Price List” means PP record of prices and minimum order quantities prevailing at any point in time, as amended and e-mailed from time to time by PP.
    9. Product” shall have the meaning as set forth in 
    10. Saleable Condition” shall refer to product that has not been opened, is in original packaging, within 6 months of expiry and has not been, marked, damaged or defaced in any way.
    11. T&C” shall mean these terms and conditions.
  2. GENERAL
    1. These T&C are applicable to purchases of Consumer, Nutraceutical products (“Product“) concluded by PP acceptance of an order placed by a customer (“Customer“). Such purchase agreement governed by this T&Cs being referred to as agreement (“Agreement“).
    2. Without prejudice to the matters above, PP will not be bound by any standard, oral, or printed terms or any other terms whatsoever provided by the Customer in any of its documents or otherwise unless the Customer specifically states in writing, separately and distinct from such terms that it intends such terms to apply and an Authorized Signatory of PP confirms  its acceptance in writing to the Customer.
    3. In cases where an Agreement (governed by these T&Cs) requires a notification to be given ‘in writing’, this shall mean by document signed by Parties, or by letter, or electronic mail and by such other means as are agreed by the Parties.
  3. PRODUCT PRICES / DELIVERY COSTS
    1. Products might be ordered by the Customer at a price as reflected on the e-mailed Price List at the time of the order being placed by the Customer.
    2. Products will be sold in sales packs or multiples thereof as mentioned in the Price List and will not be broken down into individual Products by PP unless it is sold as single units.
    3. For deliveries within the Republic of South Africa no additional charges will be invoices for the delivery. For orders to be delivered outside the Republic of South Africa delivery charges will be added to the purchase price of the Products and must be borne by the Customer.
  4. ORDERING OF PRODUCT
    1. The minimum order quantity, as set out in Price List, will apply to all orders. Smaller orders may be considered by PP, in its sole discretion, subject to the Customer being liable for payment of the specific delivery cost of such order.
    2. PP’s obligation to supply the Products will always be subject to the condition that PP is reasonably able to obtain or manufacture a sufficient quantity of the Products to sell to the Customer. In the event that the Products are in short supply, PP will allocate to the Customer its pro rata share of available Products, taking into consideration the Customer’s relative sales volume in relation to the PP’s other customers. PP shall not be obliged to purchase from others in order to be able to deliver the Products ordered by the Customer.
    3. Products which are out of stock will be placed on back order unless otherwise stated. Such backorders will be confirmed and delivered as soon as stocks are available.
  5. CANCELLATION OF ORDER
    1. Any order is subject to cancellation by PP due to force majeure or any circumstance beyond the control of PP including, inter alia, inability to secure labour, power, materials or supplies, war, civil disturbance, riot, state of emergency, strike, lockout, labour disputes, fire, flood, drought or legislation.
    2. Any order is subject to cancellation by PP if the Customer breaches the terms of the Agreement or makes any attempt of compromise, liquidation, sequestration, termination or judgement is recorded against the Customer or any of its principals.
    3. The Customer agrees that PP will be immediately and irrevocably released from any contractual damages and penalty obligations should any event in Sections 5.1 or 5.2 occur.
  6. DELIVERY
    1. Any way bill (copy or original) signed by the Customer or a third party engaged to transport the on behalf of PP shall be prima facie proof that delivery was made to the Customer. The person signing the proof of delivery documentation shall be deemed to have the authority to accept the Products on behalf of the Customer.
    2. Title ownership of the Products shall not be transferred to the Customer until full payment of corresponding purchase price of the Products.
  7. DELIVERY INSPECTION
    1. Upon receipt of the Products, Customer shall examine all Products delivered and shall promptly notify PP in writing of any defect in a consignment or an incomplete delivery of an order, which in any case shall not be later than ten (10) days.
    2. Upon Customer’s failure to comply with the foregoing examination obligation Products delivered shall be deemed as accepted by the Customer.
  8. CLAIMS & RETURN OF PRODUCT
    1. Products in “saleable condition” may be returned to PP by customer purchasing goods
    2. In the event of incomplete or damaged products at time of deliver to Customer, PP will replace such Products at PP’s cost and expense; or issue the Customer with a credit note for an amount equal to the price of such Product as reflected on the invoice related to the order.
    3. Any items not eligible for return as laid out in 8.1 and 8.2 must be disposed of by the Customer.
    4. On returning goods to PP, a fully completed Portfolio Credit Request Form must accompany returned goods.
  9. PAYMENT TERMS
    1. The purchase price for the Products contained in the tax invoice issued by PP shall be due and payable either
      (i) cash on order (payment in advance) or (ii) within thirty (30) calendar days from date of a credit statement if the Customer is a Credit Approved Customer.
    2. PP shall be entitled to withdraw credit facility granted to a Credit Approved Customer at any time within its sole discretion.
    3. The Customer has no right to withhold payment for any reason whatsoever and no extension of payment of any nature shall be extended to the Customer and any such extension will not be applicable or enforceable unless agreed to by the PP reduced to writing and signed a duly Authorized Signatory of PP.
  10. TAX
    1. All prices in the Price List are expressed to be exclusive of value added tax (VAT) or similar taxes. VAT/indirect taxes shall be added to the extent required by applicable law.
  11. LATE PAYMENT
    1. PP reserves the right to charge Interest on overdue amounts shall be charged at the maximum permissible rate in terms of the National Credit Act 2005 (Act No 34 of 2005)
    2. The Customer agrees that if an account is not settled in full (within the period agreed in Section 10.1 (ii) above for a Credit Approved Customer); PP is:
      1. entitled to immediately institute action against the Customer at the sole expense of the Customer; or
      2. to withdraw from the underlying Agreement and take possession of any Products delivered to the Customer and claim damages. These remedies are without prejudice to any other right PP may be entitled under such Agreement or in law. PP reserves its right to stop supply immediately on cancellation or on non-payment.
  12. CUSTOMER CREDIT VALIDATION
    1. PP may carry out a credit enquiry on the Customer and its directors, members, partners, trustees, principals from time to time with one or more credit bureaus/ credit information agents.
    2. Customers consents that PP may transmit details to credit bureaus/ credit information agents of the Customer of how the Customer has performed in meeting his/her/its obligations in terms of this Agreement;
  13. INSURANCE

    1. The risk of damage to, destruction or theft of Products shall pass to the Customer upon receipt of the Products ordered. Customer undertakes to comprehensively insure the Products until paid for in full.
    2. PP reserves the right to request proof of insurance at any time from the Customer.
  14. LIABILITY AND INDEMNITY
    1. To the fullest extent permissible by law, PP shall not be liable for loss of revenue, business contract, anticipated savings, profits, data or information, damage to property, or any indirect or consequential loss howsoever arising whether from negligence, breach of contract or otherwise.
    2. Nothing in this T&C shall limit or exclude the liability of PP for:
      • death or personal injury resulting from negligence; or
      • fraud or fraudulent misrepresentation; or
  15. COMPLIANCE WITH LAWS
    1. The Customer will perform its obligations resulting from the business relationship with PP with high ethical and moral business and personal integrity standards.
    2. The Customer will comply with all applicable laws, regulations and guidelines, including applicable to the Products according to applicable law.
  16. ANTI-BRIBERY AND ANTI-CORRUPTION
    1. The Customers represents and warrants that it, its owners, directors, officers, employees, sub-contractors and agents will act in full compliance with any applicable anti-corruption laws and regulations, industry and professional codes of and will not offer, promise, pay or arrange for payment or giving of a bribe or any benefit, advantage or anything of value to any public official, individual, entity or any other third party in exchange for an improper advantage in any form either directly or indirectly.
  17. GOVERNING LAW
    1. Any dispute resulting from Agreement governed by these T&Cs shall be exclusively governed by the laws of South Africa.
    2. All disputes arising out of the aforesaid shall be finally settled by the High Court of South Africa, Gauteng Local Division, Johannesburg.
  18. MISCELLANEOUS
    1. PP may perform its obligations hereunder personally, through one or more affiliates, or through a designated third party, however, it shall in all cases be responsible for the performance of its affiliates.
      Except for the payment of money, neither Party shall be liable or deemed in default for failure to perform any duty or obligation that such Party may have pertaining to the business relationship resulting from the purchase of Products where such failure has been occasioned by any act of God, fire, inevitable accidents, war, or any other cause outside the reasonable control of that Party, and occurring without its fault or negligence. The Party whose performance has so been interrupted shall give the other party notice of the interruption and cause thereof and shall use every reasonable means to resume full performance of the business relationship as soon as possible.
    2. It is expressly agreed that the Customer and PP shall be independent contractors and that the relationship between the Parties shall not constitute a partnership, joint venture or agency. Neither the Customer nor PP shall have the authority to make any statements, representations or commitments of any kind, or to take any action, which shall be binding on the other Party, without the prior written consent of the other Party.
    3. Each Party or where applicable, its subcontractors, shall at all times be and remain the sole employer of persons assigned to the performance of work by such Party hereunder and shall assume any and all obligations, responsibilities and risks to such employment and the possible termination thereof.