TERMS AND CONDITIONS

 

APPLICATION

These terms and conditions override and supersede all other conditions and are without prejudice to any securities and/or guarantees, which Virbac RSA (Pty) Ltd (hereafter referred to as The Seller) holds.

This contract constitutes the entire contract between the parties and no representation by any person, or variations or consensual cancellations of or amendments to any of the terms and conditions hereof shall be valid or binding on The Seller unless reduced to writing and signed by an authorised representative of The Seller.

These terms and conditions will be the terms and conditions that will prevail between The Seller and The Buyer unless a contract, with particular terms and conditions have been negotiated for a particular transaction between The Seller and The Buyer.

 

PAYMENT

In the event where there is not an approved credit facility with The Seller, The Buyer is liable to make payment prior to delivery and The Seller has to receive confirmation by its nominated bank that payment reflects in its account. The Buyer may not withhold or defer payment to The Seller for any reason whatsoever.

Unless otherwise agreed in writing, for example where The Buyer completed a credit application with The Seller and the credit application was subsequently approved by The Seller, the payment terms are strictly 30 (thirty) days from statement date.

The Buyer may not withhold or defer payment to The Seller for any reason whatsoever.

If The Buyer defaults in making payment of any amount that has become due, owing and payable to The Seller, then the full balance outstanding (whether due or not) will immediately become due and payable to The Seller without notice to The Buyer.

The Seller does not appoint a Post Office or any other body as its agents for payment by post or otherwise. All payment shall either be made to The Seller`s physical place of business from where the Products were ordered or transferred directly to The Seller`s nominated bank account. In the event of any payments being mislaid or lost in the post or elsewhere The Buyer shall still be and remain liable to The Seller for payment. The Buyer must ensure and remain responsible to make payment into The Seller`s account

The Seller has the right to stop supply if not paid within time as stipulated above.

 

SETTLEMENT DISCOUNT

1% settlement discount if paid within 30 days from date of statement. The 1% discount should be taken when payments are made or the 1% discount will be forfeited.

In case of a claim arising on invoices as result of an error occurring on part of either The Seller or The Buyer, The Buyer must notify The Seller in writing within 10 working days after receipt of such a claim. If The Buyer does not submit the claim within the specified period, no settlement discount will be granted on the invoice.

 

PRICE

Unless another price has been quoted by The Seller (which will then apply) the price of Products or services will be The Seller’s current price ruling on the date they are delivered or rendered to The Buyer. The Seller may vary any quoted price by adding therein the increased cost to it of any Products or components which are supplied to or form a part of Products supplied to The Buyer resulting from any adverse fluctuation in the rate of exchange between the date of the quotation and the date of supply.

 

PRICE INCREASE

The price of Products will be The Seller’s official price list and subject to alteration without prior notice, ruling on the date on which they are dispatched to the buyer.

The Buyer accepts that the price of Products will vary according to the following:

1. Mode of delivery transport
2. Dispatch point
3. Any other charges imposed by statute or regulations by various authorities from time to time.

The Seller will not be held responsible for any loss / damage to The Buyer of whatever nature due to unexecuted orders before or on the price increase date due to reasons beyond The Seller’s control (Example: Act of God, Workforce actions, etc.)

 

DISCOUNTS

If any discount is agreed to in writing it shall only be allowed if payment is received by The Seller by the due date and shall only apply to the actual price of the Products themselves.

No discount can be given of the official rate of V.A.T.

 

DELIVERY

1. Delivery shall be completed when Products are off-loaded at their destination if the Products are to be transported by means of The Seller’s vehicle or when the Products are loaded if the Products are to be transported by The Buyer or a carrier engaged (whether by The Seller or The Buyer) to transport the Products for The Buyer.
    
2. Carriage will be prepaid by The Seller on all orders exceeding R5000.00 in value, within the Republic of South Africa, unless a contractual agreement has been entered into stating otherwise. The most economic means of transport will be utilized. Higher delivery charges resulting from requests for other methods will be for The Buyer’s account.
    
3. Should The Seller at The Buyer’s request agree to engage a carrier to transport the Products for The Buyer:
   
   (i)   The Seller is authorised to engage a carrier on such terms and conditions as it deems fit,
   (ii)   The Buyer shall indemnify The Seller against all demands and claims which may be made against if by the carrier engaged and all liability which The Seller may incur to the carrier arising out of the transportation of Products.

4. The risk in the Products shall pass to The Buyer on delivery of the Products to The Buyer, its agent or carrier referred to in (c) above.
    
5. If The Buyer fails to take delivery of the Products on due date
   
   (i)    the risk shall immediately pass from The Seller to The Buyer
   (ii)   The Buyer shall refund The Seller on demand the reasonable costs (including storage and insurance) of keeping the Products during the period of that delay.
    
6. The Seller shall be exempted from and shall not be liable under any circumstances for any complaints or claim for any alleged shortage or failure of the alleged Products to comply with the contract unless written notice is received by The Seller within 10 working days after delivery of the Products to The Buyer.
    
7. The signature of any employee or agent of The Buyer which appears on The Seller’s official delivery note or waybill, or the delivery note of any authorised independent carrier, will constitute conclusive evidence of delivery of Products purchased.
    
8. Should there be any faults on a purchase order caused by the negligence of The Buyer and in result thereto Products have to be returned and credited The Buyer will be held liable to pay a ten percent (10%)handling fee on Products returned for cost recovery.
    
9. If more than one delivery is to be made then the provisions of clause 7 applies to each delivery.

 

RETURN OF PRODUCTS

Products may not be returned without The Seller’s permission. For all returns, the following will be applicable:

1. Products damaged or soiled whilst in transit will only be accepted for return if The Seller is notified in writing within 10 working days of receipt. A representative of The Seller may inspect the product and must complete the appropriate claim form and advise whether the Products should be:
   1. Returned
   2. Destroyed
   3. Used as samples
   4. Discounted
2. Products to be returned must be accompanied by the request form, stating product description, quantity returned, The Seller’s batch number, invoice number, reason for return, date of permission obtained by The Seller, as well as a contact person.
3. In case Products being returned due to inadequate period of remaining shelf life, The Seller must be notified at least 4 months prior to the expiry date. This is to allow The Seller’s sales person sufficient time to take appropriate action.
4. Where such Products is to be returned, The Seller’s sales person complete a credit request form and follow the identical procedure as stated in point 2 above.
5. Products must be returned in the same month that the credit claim request is approved.
6. Products will not be accepted for credit on slow moving stock. Please advise the Sales Manager of such slow moving stock, who will then make arrangements to move such stock.
7. The cost of transporting returns will be for The Buyer`s account unless the return arises out of an error by The Seller.
8. Under no circumstances will credit be passed on biological/vaccines and cold chain products except where The Seller erroneously invoiced the Products.
9. Credits will only be passes on units in the original pack sizes.
10. Claims can’t be processed if the necessary documents are not attached to the Products.

As all documentation, invoices and credit notes are forwarded to each group of Head Offices, the Head Office must pass the necessary documentation through to its branches.

In the event of any order given to The Seller on an order form reflecting The Buyer's name as the entity from which the order emanates, such order shall be deemed to have emanated from The Buyer, notwithstanding the fact that such order might have been given or signed by a person not authorized by The Buyer and such order will be deemed to constitute valid delivery. It is further for the sole responsibility of The Buyer to determine that Products ordered are suitable for the purposes of the intended use.

 

GENERAL

The Seller guarantees that it complied with the relevant Regulations and Standards of the manufacturer of the Products at the date of delivery.  The Buyer confirms that they comply with all laws, regulations and standards relating to the Products. The Seller will not take responsibility for any defects in that may incur after delivery due to The Buyers non-compliance to the Regulations and Standards.

 

EXCLUSIONS

The Buyer shall not have any claim of any nature whatsoever against The Seller for any failure by The Seller to carry out any of its obligations under contract as a result of vis major, casus fortuitous including but without being limited to any strike, lockout, shortage of labour or materials, delays in transport, accidents of any kind, any default or delay by any sub-contractor or supplier of The Seller, riot, political or civil disturbances, the elements, any act of state of government, any delay in securing of permit, consent or approval by The Seller for the supply of Products under the contract or any other authority or any other cause whatsoever beyond The Seller’s control.

 

OWNERSHIP AND SET-OFF

Notwithstanding the delivery of any Products to The Buyer, ownership shall not pass until The Seller has received payment in full of all and any indebtedness of The Buyer to The Seller, in the event of The Seller or any holding or subsidiary or fellow subsidiary company of The Seller becoming indebted to The Buyer, The Seller may set off such indebtedness against any monies which may be or become owing by The Buyer to The Seller.

 

SUSPENSION OF The Seller’S OBLIGATIONS

If any amount owed by The Buyer and is not paid on due date, then without prejudice to any other right it may have, The Seller may immediately suspend the carrying out of any of its then uncompleted obligations until the payment is made.

DOCUMENTATION

All documentation, including Photostat copies thereof, which at face value appears to have been compiled by The Seller in the execution of any services in respect of which debits have been raised shall be admissible in litigation between the parties and shall serve as prima facie proof of the contents thereof.

 

ORDERS

The Buyer shall submit all orders in respect of the product to The Seller in writing.

The confirmed Buyer shall be entitled to submit all orders in respect of the product orally and/or electronically.

After acceptance of any order, The Seller may consider any request by The Buyer to cancel an order in respect of the product or verify the specified delivery date (“the change request”) provided that The Buyer shall make a request in writing and shall deliver the change request to The Seller not less than 24 hours before the specified date of delivery.

The confirmed Buyer may make the change request in writing or orally and/or electronically. In the event that The Buyer fails to advise The Seller of a change in request as envisaged above and fails or refuses to accept delivery of the product on the tender of delivery thereof by The Seller, The Buyer shall be obliged to pay to The Seller on demand the transport costs of the product to and from the point of tendered delivery, together with associated costs.

The Seller shall notify the buyer in writing of its acceptance of the order and the confirmed Buyer in writing or orally and/or electronically of its acceptance of the order and of the delivery schedule where upon an agreement of sale and purchases in respect of the product ordered shall come into force and effect.

The Seller will not be responsible for any errors or misunderstanding occasioned by The Buyer`s failure to make orders in writing.

 

CLAIMS

The Seller shall be exempt from and shall not be liable under any circumstances for any claim for any alleged shortage in delivery or failure of Products to comply with the contract, unless written notice of the claim is received by the company within 10 days after receipt of the Products with the Buyers.

Any claims the Buyer has against The Seller for Products delivered by The Seller must be done in writing to The Seller, within 10 days of delivery of such Products.

 

LEGAL COST

Whatever the amount owing by The Buyer (and any guarantor for the Buyer) to the Company, the parties consent, in terms of Section 45 of the Magistrate's Court Act 32 of 1944, to the jurisdiction of the magistrate's court having jurisdiction for the determination of any action or proceedings otherwise beyond the jurisdiction of the court which may be brought by The Seller against The Buyer arising out of any transaction between the parties, it being recorded that The Seller shall be entitled but not obliged, to bring any action or proceeding in the said court.

All costs incurred in any action against The Buyer, including on an Attorney and Client scale and Attorneys collection commissions, will be paid by The Buyer should The Seller be successful in such action or proceedings. The Buyer will reimburse The Seller for all costs incurred in recovering any amount owing by The Buyer to The Seller, including but not limited to its legal costs incurred in proceeding against the Buyer, howsoever those costs are incurred or whether they are incurred prior to the institution of action, after the entry of judgment or at any other time

A certificate signed by the Company Secretary, any manager or any director of The Seller reflecting the amount owing by the Buyer to The Seller in relation to The Buyers dealings with The Seller and the fact that such amount is due, owing and unpaid shall be prima facie proof of such facts for the purpose of any action, proof of debt or insolvency or any other purpose where the amount of such a claim is required to be established and it shall rest entirely with The Buyer to prove that such amount is not owing, due and/or unpaid

 

BREACH OF CONTRACT

1. The Seller may cancel the contract or any uncompleted part of it if The Buyer commits a breach of any of the terms or conditions of the contract:

or, being an individual dies or is provisionally or finally sequestrated or surrenders or make application to surrender his estate;

or, being a partnership, the partnership is terminated;

or, being a company is placed under a provisional or final order of liquidation, judicial management or business rescue;

or, has a Judgment recorded against it which remains unsatisfied for 7 days;

or, compromises or attempts to compromise generally with any of the Purchaser’s creditors.

2. The Seller’s rights in terms of (a) shall not be exhaustive and shall be in addition to its common law rights.
    
3. No relaxation which The Seller may have permitted on any one occasion in regard to the carrying out of The Buyer’s obligations shall prejudice or be regarded as a waiver of The Seller’s rights to enforce those obligations on any subsequent occasion.
    
4. Upon the cancellation of the contract for any reason whatever (i) all amounts then owed by The Buyer to The Seller in terms of the contract shall become due and payable forthwith, (ii) The Seller may retake possession of Products in respect of which ownership has not passed.

 

DOMICILIUM AND NOTICES

The parties choose domicilium citandi et excutandi (“domicilium”) for the purpose of the giving of any notice, the payment of any sum, the serving of any process and for any other purpose arising from this agreement at their addresses and tele-facsimile numbers as set out in The Buyer’s credit or cash account application form.

Each of the parties shall be entitled from time to time, by written notice to the other, to vary its domicilium to any other address which is not a post office box or poste restante.

Any notice given and any payment made by any party to any other (“the addressee”) shall be in writing and if delivery by hand during the normal business hours of the addressee at the addressee’s domicile for time being shall be presumed, until the contrary is proved by the addressee, to have been received by the addressee at the time of delivery:

• Posted by prepaid post from an address to an addressee at the addressee’s domicile for time being shall be presumed, until the contrary is proved by the addressee, to have been received by the addressee on the fourth day after the date of posting.
• Transmitted by facsimile from an address to the addressee at the addressee’s facsimile address for the time being shall be presumed, until the contrary is proved by the addressee, to have been received by the address on the first business day after the date of transmission. If sent by facsimile, the original thereof must be immediately being hand delivered or send by registered post.

 

GENERAL

No agent or employee, other than a director or company executive, has The Seller`s authority to alter or vary these conditions.

No customer may rely on a representation which he claims persuaded him to enter into an agreement with the company unless the representation is in writing and duly authorised by a director of the company.

All agreements between The Seller and The Buyer, whenever entered into, shall be governed and construed according to the laws of the Republic of South Africa.

The Seller does not accept risk for any cheques sent to it by and payment of any amount due to The Seller which has been forwarded to it by cheque shall be deemed to have been made when such cheque has been deposited into The Seller bank account and the cheque cleared.

 

DISCLOSURE OF PERSONAL INFORMATION

The Buyer understands that the personal information given in this credit application form is to be used by The Seller for the purpose of assessing its credit worthiness.  The Buyer confirms that the information given in this Credit Application form is accurate and complete.  The Buyer further agrees to update the information supplied, as and when necessary, in order to ensure the accuracy and completeness of the above information. Failing to do so, The Seller will not be liable for any inaccuracies or lack of completeness of information.

The Seller has The Buyer’s consent at all times to contact and request information from any persons, credit bureaus or business, including those mentioned in the credit application form and to obtain any information relevant to the Customer’s credit assessment, including but not limited, information regarding the amounts purchased from suppliers per month, length of time, The Buyer has dealt with such supplier, type of Products or services purchased and manner and time of payment.

The Buyer agrees and understands that information given confidence to The Seller by a third party on The Buyer will not be disclosed to The Buyer.

The Buyer hereby consents to and authorises The Seller at all times to furnish credit information concerning The Buyer’s dealings with The Seller to a credit bureau and to any third party seeking a trade reference regarding The Buyer in this dealing with The Seller.

 

ANTI-BRIBERY COMPLIANCE POLICY

PURPOSE AND BACKGROUND

1. Compliance with anti-bribery laws. Most countries where VIRBAC and its Affiliates operate have anti-bribery laws that prohibit bribery or corruption, some of which apply across boundaries. The purpose of this policy is to ensure that directors, officers and full-time, part-time and temporary employees of VIRBAC (referred to here as “Employee(s)”), conduct VIRBAC’s business ethically and in compliance with the applicable international conventions and national regulations against bribery (such as, but not limited to, the conventions of the UN, the OECD, the US Foreign Corrupt Practices Act or the UK Bribery Act) and to ensure that any third parties which engage into significant business with or on behalf of VIRBAC apply similar standards when conducting such business.
    
2. What are the risks where anti-bribery laws are breached? If you violate anti-bribery laws, you and VIRBAC may be subject to substantial fines and even jail terms. For example, fines may be in the hundreds of millions Euros or US Dollars. If you violate anti-bribery laws, VIRBAC could also face significant business consequences, including lost sales and reputational damage. In addition, you personally may be subject to jail sentences. Therefore, failure to comply with this policy shall be fully investigated and appropriate action taken.
    
3. Mandatory nature of this policy. Please note that this policy is mandatory and must therefore be observed at all times.
    
4. In case of doubt - ask. You are encouraged to raise questions or concerns. Whenever you have any doubt about whether your business behaviour is compliant with this policy, you should contact your direct manager, your local legal counsel or our General Counsel, as the case may be.

c

POLICY

BRIBERY

5. General Rule – We do not tolerate bribery. We do not offer or receive, whether directly or indirectly, bribes or other advantages and do not accept that third parties (suppliers, consultants, distributors, agents etc.) do such things for us. This includes cash, gifts, entertainment to induce or reward for business or financial gain, such as retaining current business, obtaining new business or seeking some other improper advantage. We do not expect that you take such risks for us.

 

FACILITATION PAYMENTS

6. General Rule – We do not tolerate facilitation payments. We do not make facilitation payments nor do we accept that third parties (suppliers, consultants, distributors etc.) make such payments for us. Facilitation payments are payments or gifts made to public officials in order to “facilitate” (i.e. speed up) actions the officials are already bound to perform. Such payments are usually small and appear harmless and are often viewed as customary in the local culture. However, such payments are illegal. We do not expect that you take such risks for us.

 

GIFTS AND HOSPITALITY

7. General rule - Any gifts or entertainment expenditure must be proportionate and reasonable. We tolerate gifts and entertainment expenditure we receive or give in connection with VIRBAC’s business, as long as they are proportionate and reasonable in terms of value and frequency. We understand that such gifts and entertainment expenditure are an important part of doing business, to either improve VIRBAC’s image or to simply establish cordial relations, but such items may be viewed as a bribe and therefore be illegal if they are disproportionate or unreasonable.
    
8. Special rule – Public officials. As we are governed by governmental licences, authorisations or regulation in almost all the countries where we are present, we need to be careful in our relationships with public officials. Public officials include, whether at an international, national or regional level: members of government, candidates for public office, civil servants and other government officials, regulators and their staff, tax and customs officials and anyone exercising a public function. We do not make gifts nor provide entertainment to public officials because they can appear as improperly influencing them and could be viewed as a bribe.

 

THIRD PARTIES

9. General rule – Third Parties must accept to comply with our policies. Most third parties who act on our behalf or for us (agents, consultants, distributors, suppliers and other service providers) must declare they will not engage in bribery on our behalf. Therefore, before hiring third parties for significant business transactions, we check the third party’s background through a questionnaire and make sure that the third party complies with our anti-bribery policy by signing it and/or a compliance certificate. We also have a special provision which must be included in the contract between the third party and VIRBAC.

If you have a concern or doubt. Whenever you have a concern or doubt as to a particular situation or the application of this policy, you should discuss it with your direct manager. However if you do not feel comfortable discussing your concern or doubt with your manager, please contact your local VIRBAC legal counsel. In the event that you believe that the topic is particularly sensitive, you may contact our General Counsel. Any discussion via your local VIRBAC legal counsel or our General Counsel will remain anonymous.