For the purpose of these conditions the seller’ shall mean Hill Optics SA Pty Ltd, ‘the buyer shall mean the person, firm or company to whom the seller agrees to sell or supply the goods (and if more than one of the provisions hereof shall be binding on them jointly and severally); and “the goods” shall mean all goods which are the subject of any contract of sale or supply between the seller and the buyer.

All sales are made subject to the following terms and conditions and upon the express conditions that:
(i) All quotations are given and all orders are accepted on these terms, which supersede any other terms appearing in the seller’s catalogue, or elsewhere, and shall override and exclude any other terms stipulated or incorporated or referred to by the buyer, where in order or in any negotiations, and any course of dealing established between the seller and the buyer.
(ii) All orders hereafter made by the buyer shall be deemed to be made subject to these terms. (iii) No modification to these terms shall be effective unless made by an express written agreement between the parties. The signing by the seller of any of the buyer’s documentation shall not imply any modification of these terms.

All sales are made to the following terms and conditions and upon the express condition that, so long as the goods supplied are of sound commercial quality, there is no guarantee of their suitability for any specific purpose, even if that purpose is known to the seller.

Product changes - The seller reserves the right to make changes in design or to modify or improve products without imposing obligations on itself to incorporate any such modifications or improvements into products previously manufactured.

Where the buyer has specified that the goods shall be of a certain color or size, such specification shall be subject to reasonable commercial variation, other than where specifically agreed with the seller.

Where the buyer has specified that the goods shall be of a certain color or size, such specification shall be subject to reasonable commercial variation, other than where specifically agreed with the seller.

The goods are warranted against defective material and workmanship under normal use and application. The seller’s liability under this warranty is limited to the supply of a replacement product or part whereof and does not to oblige the seller to make repairs of any kind or to bear labor costs. The warranty applies only if the goods are new and does not cover items which have been misused or abused nor if the goods are installed or operated other than in accordance with the applicable South African Standard.

The seller will not be liable for loss of expense arising in connection with the use or inability to use the goods nor for the consequential loss or damage of any kind - nor charge of patent infringement. This warranty does not extend to items considered to be consumed in the use of goods. It is in lieu of all other warranties and conditions, implied or expressed, which exceed the above obligations and which are hereby disclaimed and excluded.

When the goods are made or adapted by the seller in accordance with the buyers specifications the buyer shall indemnify the seller against all costs, claims and expenses incurred by the seller in respect of the infringement by the goods of any patents, registered designs, trade marks or other rights belonging to third parties.

All delivery dates are estimates only and the time of delivery shall not be of the essence of the contract. The seller shall not in any way be liable to compensate the buyer in damages or otherwise for non-delivery or late delivery of the goods or any of them for whatever reason or for any loss consequential or otherwise arising there from unless the buyer’s claims are submitted in writing.
(i) For damage or partial loss in transit within 14 days of delivery.
(ii)For non-delivery of the whole consignment withinl4 days of receipt of the monthly statement.

Part shipments - Orders are dispatched complete whenever possible but in the event of shortages part shipments will be made in the absence of instruction to the contrary.

Carriage and packing - A charge for carriage and packing will be levied on all orders. The seller reserves the right where special deliveries are required to pass on these costs. Unless notice is given to the contrary all packing is non-returnable.

Should the seller be prevented from or hindered in delivering the goods or any part thereof by reason of war, riot, explosion, fire, flood, strike, lockout, shortage of materials or labor or any cause beyond the seller’s control, the time for delivery shall be extended by a period equal to that during which the cause preventing or hindering delivery exists.

Goods can only be returned by prior agreement with the seller in writing, unless the goods are returned due to a faulty product or incorrect dispatch. Should the seller accept rejection of the goods or part there of delivered against the contract, reasonable time will be allowed to the seller to replace the goods rejected. The goods returned must be sent, insured and carriage paid to the sellers warehouse accompanied by packing slip clearly stating authorization number received from a qualified Hill Optics Representative, quantity and description of the goods returned, reason for return and quoting the delivery number of the original delivery. The goods should not be given to sellers representatives.

Unless otherwise stated the price of the goods shall be that ruling the date of delivery, the seller reserves the right to alter these prices at any time prior to delivery.

Terms are 30 days from Statement date.

The seller reserves the right to levy a charge for copies of invoices and statements. Interest may be levied on all amounts overdue at a rate of 2% per month on the outstanding sum until payment is received, after as well as before any judgment therefore.

Risk of loss or damage to the goods shall pass to the buyer at the time of delivery until full payment has been made of all sums outstanding from the buyer to the seller including debts arising before the date of this contract
(i) The property in the goods shall remain in the seller and the buyer shall hold the goods as Bailer for the seller.
(ii) The seller shall have full legal and beneficial ownership in any new product into which the goods are coveted or which results in the mixing of the goods with any other products.
(iii) The buyer will be at liberty to sell the products (or any new products described in (ii) above) in the ordinary course of business provided that the buyer shall have no authority to enter into any contract of sale and the proceeds of any sale shall be made the property shall accordingly be concluded in the name of the buyer.
(iv) The benefit of any contract of sale and the proceeds of any sale shall be the property of the seller and held in trust for the seller absolutely. All proceeds of sale are to be placed in a separate account.(v) The seller may, by written notice terminate the buyers power of sale at any time if the buyer is in default for longer that is than 7 days in the payment of any sum whatsoever due to the seller. (Whether in respect of the goods or any other goods supplied or services rendered at any time by the buyer to the seller, or for any other reason whatsoever or if any bill of exchange, cheque or other negotiable instrument drawn or accepted by the buyer in favor of the seller is dishonored on presentation for payment, or if the seller has bonafide doubts as to the solvency of the buyer).
(vi) The buyers power of sale shall automatically cease if received appointed over any of the assets of the undertaking of the buyer or a winding up order is made against the buyer or the buyer goes into voluntary liquidation (otherwise than for the the purpose of reconstruction or amalgamation) or calls a meeting of or makes any arrangements for composition with creditors or commits any act of bankruptcy.
(vii) At any time after the termination of the power of the sale the seller may reposes the goods (and the new product described in (ii) above) and the buyer hereby grants to the seller an irrevocable license to enter upon any premises of the buyer for the purpose of so doing.

Where payment is made by means of a bill of exchange, cheque or other negotiable instrument, the seller shall be deemed not to have received payment for the purpose of this condition until the bill of exchange, cheque or instrument has been honored on presentation for payment, not withstanding that the seller may have negotiated it and received value therefore.

The seller’s liability (if any) whether in contract or otherwise in respect of any defect in the goods or for any breach of this agreement or of any duty owed to the buyer in connection herewith shall be limited to the price of the goods in question. The seller shall not be liable for any loss of any duty owed to the buyer arising from any damage to the goods occurring after the risk has passed to the buyer however caused, nor shall any liability of the buyer to the seller be diminished or extinguished by reasons such as loss.