1. DEFINITIONS
   • In these terms and conditions of sale, the following words, unless otherwise stated, bear the following meanings:
     • ‘Customer’ means the customer reflected on Slipstream’s quotation and/or invoice;
     • ‘Parties’ means the parties to this agreement;
     • ‘Products’ means the products as described in Slipstream’s invoice;
     • ‘Purchase Order’ means written acceptance of Slipstream’s quotation;
     • ‘Slipstream’ means Slipstream Sports (Pty) Ltd, registration number 2012/039538/07;
     • ‘Terms’ means these terms and conditions of sale.

2. INTRODUCTION
   • These Terms apply to any Products supplied to the Customer by Slipstream, including every quotation and/or order between Slipstream and the Customer.
   • These Terms are binding and enforceable against every Customer that places an order for Products from Slipstream. By providing a Purchase Order and/or by paying for a Product, the Customer acknowledges that they have read and agree to be bound by these Terms.
3. QUOTATIONS
   • All prices quoted by Slipstream exclude value-added tax.
   • Unless freight charges are specified on the invoice, the prices charged exclude delivery charges.
   • All quotations issued by Slipstream are valid and open for acceptance for a period of 30 (thirty) days, from the date of the quotation, unless Slipstream agrees otherwise in writing.
   • Any quotation provided by Slipstream may be affected if there is any change to:
     • the quantities of the Products to be ordered;
     • applicable exchange rates, any duties and surcharges levied by the relevant authorities, and applicable transport costs and clearing agent charges applicable as at the date of quotation;
     • supplier pricing applicable as at the date of the quotation;

Accordingly, Slipstream reserves the right to withdraw and/or revise the prices quoted in the event that any of the factors listed in 3.4.1 – 3.4.3 above materially changes between the date of quotation and the date on which a Purchase Order is received from the Customer.  The Customer will be notified in writing of any material change, and will hav an opportunity to accept or reject the quote.

4. CONCLUSION OF SALE
   • Customers may accept a quotation and place an order by sending a Purchase Order via e-mail to info@slipstreamsports.co.za, which Slipstream may accept or reject.
   • In the event of a Purchase Order being sent to Slipstream from a Customer’s official e-mail address reflecting the Customer’s name, or sent to Slipstream in writing reflecting the name of the Customer, such Purchase Order will be deemed to be from a duly authorised representative of the Customer, notwithstanding the fact that such Purchase Order may have been given or signed by a person not authorised by the Customer, and such order will be deemed to constitute a valid and binding Purchase Order.
   • Providing a Purchase Order to Slipstream does not constitute an agreement of sale – whether or not Slipstream accepts a Purchase Order depends on the availability of Products, correctness of the information relating to the Products (such as price and lead times), and receipt of payment for the Products.
   • Notwithstanding any communication from Slipstream stating that your order or payment has been confirmed, we will indicate the acceptance of your order by delivering the Products to you, or by allowing you to physically collect the Products, as the case may be, and only at that point will an agreement of sale between you and Slipstream come into effect.
   • In the event an order needs to be rejected, Slipstream will indicate the rejection of your order by cancelling it and, as soon as possible thereafter, refunding you any amount paid.
5. TERMS OF PAYMENT
   • Unless otherwise agreed to in writing by Slipstream:
     • payment of 50% of the total invoice value is immediately required. Production of the ordered Products will only commence once this payment has been received by Slipstream;
     • the remaining 50% balance, of the total invoice value, is due when the Products are ready for shipping. No Products will be released until this payment has been received by Slipstream.
   • Payment must be made by the Customer via electronic funds transfer into the bank account stipulated on Slipstreams invoice.
6. RESERVATION OF OWNERSHIP AND RISK
   • Notwithstanding delivery or collection of the Products by the Customer, until such time as the Customer has paid the full invoice value in respect of any purchase of Products, the ownership in and to all Products will remain vested in Slipstream.
   • Slipstream will, in its sole discretion, without notice to the Customer, be entitled to take possession of any Products which have not been paid for in full and in respect of which payment is overdue, to defray expenses. In this event, the Customer will be entitled to a credit in respect of the Products returned which refund will be determined by subtracting the price at which the goods are sold for from the amount still owed to Slipstream, and any amount thereafter will be refunded to the Distributor.
   • The risk in respect of Products purchased passes to the Customer as soon as the Products are ready for collection and when the Customer has been notified that the Products may be collected.
7. PRODUCT SPECIFICATIONS AND END USE
   • The quantity, description and any specification for the Products will be those set out on slipstreamsports.co.za and/or in Slipstreams quotation. The Customer is solely responsible for confirming the suitability of the Products for the use contemplated by the Customer, before a Purchase Order is provided to Slipstream.
   • Slipstream will not accept any responsibility or liability in the event that the Products purchased are not suitable for the use contemplated by the Customer, nor will Slipstream accept any responsibility or liability in the event that the Products are not suitable for the use contemplated by a client of the Customer.
8. LEAD TIMES
   • The Customer acknowledges and accepts that Slipstream does not keep any stock on hand, and as such the following estimated lead times apply:
     • 3 to 4 weeks from receipt of first 50% payment for all Products except those in 8.1.2; and
     • 8 to 12 weeks from receipt of first 50% payment for pool covers and scoreboards.
   • The lead times specified in 8.1 above are of an indicative nature only. Accordingly, Slipstream will not be liable for any delays in circumstances where it has not guaranteed a delivery date or time in writing.
9. RETURNS AND WARRANTIES
   • The Customer acknowledges and accepts that returns will only be accepted due to defects in the Products.
   • Slipstream warrants the Products to be free from defects, under normal, fair use conditions, for a period of twelve (12) months from receipt of the Products by the Customer.
   • The warranty does not include or cover:
     • any condition resulting from any use for which the Product was not intended;
     • any condition resulting from incorrect or inadequate maintenance and/or care;
     • damage from misuse, abuse, negligence, accidents or shipping damage;
     • dissatisfaction due to buyer’s remorse;
     • normal wear and tear;
     • damages incurred during assembly, installation or maintenance;
     • use or operation of Products outside of the manufacturer’s specifications.
     • dissatisfaction due to Product not being suitable for the use contemplated by the Customer.

10. INABILITY TO SUPPLY OR DELIVER
    • If Slipstream cannot deliver and/or cannot deliver timeously, some or all of the Products ordered for any reason beyond its control, including but not limited to lack of instruction from the Customer, stock shortage, industrial dispute or break-down, production delays, government action, state of war, riot, or civil disturbance, natural disasters or an act of God, or force majeure event, Slipstream may, in its discretion, cancel the whole or any part of the order, and will in that event notify the Customer in writing of the cancellation, and process any applicable refund.
    • In the event of such cancellation, Slipstream will not be liable for any loss whatsoever (including any consequential loss of profits, special damages or any indirect loss) thereby caused.
11. CANCELLATION OF ORDERS
    • In the event that a Customer cancels a Purchase Order on a date after Slipstream has placed an order with a third-party supplier and/or commenced production of the Products, then Slipstream will be entitled to:
      • retain any deposit paid by the Customer; or
      • charge the Customer costs that may have been incurred by Slipstream as a result of any cancelled order, including an administration fee;
    • The total cancellation fee will be whichever is the greater of the amounts in 11.1.1 or 11.1.2.
12. LIMITATION OF LIABILITY
    • Slipstream will not be liable to the Customer, or any third party, for any claim for loss, expense or damages, injury or death to any persons of whatsoever nature and howsoever arising against Slipstream or its employees.
    • The Customer hereby indemnifies and holds Slipstream harmless against any claim made by any third-party for loss, damage, injury or death as a result of or in connection with the installation, storage, use, operation or disposal of the Products.
    • 1 and 12.2 notwithstanding, the entire liability of Slipstream to the Customer or any third-party for any claim or loss arising out of the use of any Products will be limited to the total invoiced amount for the Products.
    • The Customer indemnifies Slipstream from all liability, claims and expenses, arising from the Customer’s unlawful conduct and/or unlawful use of the Products.
13. BREACH
    • If any party breaches any provision of these Terms, and fails to remedy such breach within 5 business days of receipt of a written notice from an aggrieved party requiring it to do so, then the aggrieved party will be entitled without notice, at its option:
      • to seek immediate specific performance of any of the defaulting party’s obligations under these Terms, whether or not such obligation is then due; or
      • to cancel these Terms, in which case written notice of the cancellation shall be given to the defaulting party and the cancellation shall take effect on the giving of the notice;
      • and in either event the aggrieved party shall be entitled to claim any damages it has suffered.
    • The aggrieved Party’s remedies in terms of this clause are without prejudice to any other remedies to which the aggrieved Party may be entitled at law.
14. NOTICES (DOMICILIUM)
    • All notices given in terms of this agreement shall be in writing and any notice given by one party to the other which is sent by e-mail to the addressee’s e-mail address shall be deemed to have been received by the addressee on the 1^st (first) business day after the date of transmission thereof.
    • Any notice or other document to be served under these Terms to the Customer will be sent via electronic mail to the email address supplied to Slipstream for the purposes of any quotation offered by Slipstream.
    • Any notice or other document to be served under these Terms to Slipstream must be sent via electronic mail to customercare@slipstreamsports.co.za.
    • Notwithstanding anything to the contrary contained or implied in these Terms a written notice or communication actually received by one of the parties from the other including by way of e-mail shall be adequate written notice or communication to such party.
15. GENERAL
    • Neither party may cede its rights or delegate its obligations under this agreement without the prior written consent of the other party.
    • These Terms contain the entire agreement between the parties in regard to its subject matter. Neither party will be bound by any express or implied term, undertaking, representation, warranty, promise or the like not included or recorded in this agreement, whether it induced the contract and/or whether it was negligent or not.
    • No variation, amendment or consensual cancellation of these Terms or any term hereof will be binding or have any force and effect unless reduced to writing and signed by or on behalf of the parties.
    • Any extension of time or waiver or relaxation of any of the terms in these terms and conditions of sale will be construed as relating strictly to the matter in respect of which it was made or given and will not operate as an estoppel against either party in respect of its rights under these Terms. Moreover, no failure by either party to enforce any term in these terms and conditions of sale will constitute a waiver of such term or affect in any way such party’s right to require the performance of such term at any time in the future, nor will a waiver of a subsequent breach nullify the effectiveness of the term itself.
    • If any term or part of any term in these Terms is for any reason whatsoever, including a decision by any court, any legislation or any other requirement having the force of law, declared or becomes unenforceable, invalid or illegal, the remainder of this agreement shall not be affected and the invalid provision or part shall be replaced or amended, so far as it is necessary to maintain the purpose and continuity of this agreement.
    • These Terms shall be governed in all respects by and will be interpreted in accordance with the laws of the Republic of South Africa.

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October 2020