Terms And Conditions

MICHAEL FREY’S FRESH MEAT (PTY) LTD

CONDITIONS OF PURCHASE
1. “Customer” shall mean the Customer applying for Product and Food Purchase to Michael Frey’s Fresh Meat, (namely, the person whose name
  appears under the heading “Customer or Company details” together with all the Customers or Companies’ which these terms and conditions are part.
2. “Product and Food or Meat ” shall mean any item, product, thing or food which is manufactured or will be provided for and delivered by Michael Frey’s Fresh Meat to the Customer in terms of this agreement.
3. “Product and Food or Meat Purchased” shall mean any product, or food provided, received, collected or delivered, as the case may be, from or
  by Michael Frey’s Fresh Meat to the Customer.
4. “Michael Frey’s Fresh Meat ” shall mean Michael Frey’s Fresh Meat (Pty) Ltd Registration Number: 2001/002296/07 a butchery and related food product Company registered in terms of the Company Laws of South Africa
5. “Product Provided ” shall be any meat or other related food products of any sort of nature supplied by Michael Frey’s Fresh Meat and the
  Customer in respect of the products, goods or food or any other aspect pertaining to the relationship between Michael Frey’s Fresh Meat and the
  Customer.
6. “Scope of agreement” ” shall mean the Product provided in the manner of sold products or food purchased by virtue of this agreement as
  between Michael Frey’s Fresh Meat and the Customer which include, any invoice, which is integral of any contract supplying product, food or
  meat
AGREED NARRATIVE
1. The parties agree that Michael Frey’s Fresh Meat shall attend to the supply and/or collection by the customer and/or provision of Product and
  Food the sale of Product and Food or the rendering of Product Provided to the Customer as the case may be and such Product Provided or supply or sale of Products and Food shall at all times be regulated by this agreement and any payment
2. The risk to any Product and Food Product or Meat provided shall pass irrevocably to the Customer when the Customer signs an invoice acknowledging the receipt is the same.
3. Michael Frey’s Fresh Meat shall provide meat and goods and food and related items and will provide fresh and quality meat and product to the
  customer.
4. Signature by a person purporting to act on behalf and for the Customer shall make the entire scope of this agreement and the invoice supplied
  binding on the Customer. The Customer agrees that it shall be estopped from denying authority on behalf of any person signing this agreement
  or any delivery note or receipt as contemplated in this clause on behalf of the Customer
5. The Customer agrees that Michael Frey’s Fresh Meat shall not be liable for any damages or refund or quid pro quo, because of any loss or
  the shortfall of quality or meat quality suffered by the Customer, arising from the damage or destruction or harm to any of the Customer’s property or
  things, or any other possessions owned by the Customer or the Customer’s servants or agents, whilst Michael Frey’s Fresh Meat Product and
  Food are being delivered in furtherance of the mandate for Product Provided rendered of any nature by the Customer, whether by fire, any
  wrongful act, theft, Act of God, or by the negligence of Michael Frey’s Fresh Meat or any of Michael Frey’s Fresh Meat’s servants or assignees or
  from any other cause whatsoever.
6. The Customer agrees that whilst all reasonable care will be taken by Michael Frey’s Fresh Meat, Michael Frey’s Fresh Meat will not be liable
  for any defects of whatsoever nature concerning any meat or product or goods and whether if such defect is unknown prior to the delivery and
  the Customer indemnifies and holds Michael Frey’s Fresh Meat blameless in this regard and the product is purchased entirely on such basis.
7. Michael Frey’s Fresh Meat records that in respect of Product and Food and Meat supplied, Michael Frey’s Fresh Meat cannot provide any
  warranty other than that made by the manufacturer, producer or the supplier of such Product and Food. The Customer accepts that such
  Product and Food are supplied, subject to the supplier or manufacturer’s or producers warranties, and that Michael Frey’s Fresh Meat cannot be
  held liable contractually or delictual or liable in any other form of law in respect of any failure or poor quality of such Product and Food.
8. The Customer shall not be entitled to withhold payment of any amount due in terms of
  Product and Food Purchase and supplied or Product
  Provided rendered, by virtue of any claim which the Customer may have for compensation or for loss or for damage or to any other claim in law
  or in fact, for any reason whatsoever; nor shall the Customer be entitled to claim or enforce any Set -Off against Michael Frey’s Fresh Meat for
  whatever reason or cause whatsoever. No Set-off or withholdings of any payment is authorised and the customer hereby specifically agrees.
9. The Customer agrees that Michael Frey’s Fresh Meat shall not be liable to the Customer for any damages or breach or compensation, including
  any consequential damages or contractual damages resulting from
  Michael Frey’s Fresh Meat for any reason whatsoever, not being able to
  deliver or supply any Product and Food or Product Provided to the Customer timeously, or at all.
10. The Customer indemnifies Michael Frey’s Fresh Meat and its employees and services in respect of any of the Customer’s dealings with Michael
  Frey’s Fresh Meat Product and Food or supplies and holds Michael Frey’s Fresh Meat harmless and blameless in this regard.
COST
1. The cost of the purchase of the Product and Food provided shall be the invoice price as at the date of agreement for the provision of the Product and
  Food or as invoiced in respect of Product Provided rendered by Michael Frey’s Fresh Meat and as determined between the parties in respect of
  any invoice provided by Michael Frey’s Fresh Meat from time to time.
2. The Customer shall pay Michael Frey’s Fresh Meat specifically as set out in the invoice for the specific product.
PAYMENT OF THE SCOPE OF AGREEMENT CONTRACT PRICE
1. The parties acknowledge that payment of any invoiced price shall not be dependent upon or subject to the Customer receiving payment from any
  another source, there are no other parties to this agreement.
2. All payments shall be made to Michael Frey’s Fresh Meat by the Customer before or on date of signature of the invoice, and before delivery of
  the Product and Food or rendering of Product provided, with payment to be made by Electronic Funds Transfer (EFT), or in cash. No cheques
  shall be accepted.
3. The right to ownership of any goods or food products of the customer’s site or to travel on any land or property concerning all Product and Food
  Purchased by Michael Frey’s Fresh Meat, shall specifically remain vested in and with Michael Frey’s Fresh Meat until they have been paid in full.
4. Without prejudice to the foregoing, in the event of the Customer failing to pay any amount due to Michael Frey’s Fresh Meat on the due date then
  such amount as remains unpaid shall bear compounded monthly interest at the rate equal to prime overdraft rate charged by bankers to it plus
  2% (two percent) subject to the maximum rate prescribed in terms allowed in law.
CONDITIONS OF SALE / PURCHASE / SERVICE/ DELIVERY
1. The Customer hereby applies to Michael Frey’s Fresh Meat for Product and Food Purchase; provided that all financial transactions of whatsoever
  nature and food or product or meat purchases between Michael Frey’s Fresh Meat and the Customer shall be subject to the terms and conditions
  hereof.
2. All amounts owing by the Customer to Michael Frey’s Fresh Meat in terms hereof, shall be paid by Electronic Funds Transfer (EFT), on date of
  the statement or invoice issued by Michael Frey’s Fresh Meat reflecting the relevant transaction, failing which payment shall be regarded as
  overdue. The Customer shall be obliged to pay all amounts to a bank account of a nominated Commercial Bank.
3. The Customer shall not be entitled, for any cause whatsoever, to withhold, deduct or set -off from or defer payment of any amount due by it to
  Michael Frey’s Fresh Meat and shall pay any such amount free of exchange and without set off.
4. Michael Frey’s Fresh Meat shall be entitled to at its discretion and at any time, without notice to the Customer and without being obliged to give
  reasons, therefore, to allocate any payment made in respect of the
  Customer’s account to capital, interest, costs or any other item or
  indebtedness of the Customer to Michael Frey’s Fresh Meat notwithstanding any attempt by the Customer to demand any allocation in respect, of such specific payment or account.
5. Michael Frey’s Fresh Meat shall be entitled at its discretion and at any time, without notice to the Customer and without being obliged to give
  reasons, therefore, to withdraw, depart from, suspend, increase, reduce or alter any credit facility granted to the Customer Michael Frey’s Fresh Meat shall be entitled to terminate, at its discretion, and at any time, a credit facility in respect of Michael Frey’s Fresh Meat.
6. A certificate issued under the signature of any
  Shareholder or manager of Michael Frey’s Fresh Meat, whose authority, appointment and signature it shall not be necessary to prove, that purports to certify any indebtedness by the Customer to Michael Frey’s Fresh Meat or the
  interest rate referred to above, shall constitute prima facie proof of such indebtedness or interest rate, as the case may be.
7. Should any payment, of any nature and howsoever arising owing by the Customer to Michael Frey’s Fresh Meat not be made on the due date, the
  balance of the indebtedness of the Customer to Michael Frey’s Fresh Meat, from any cause whatsoever, shall immediately become due and payable, notwithstanding that it would not otherwise have been due, and Michael Frey’s Fresh Meat may proceed for the recovery thereof without
  notice or demand. In such an event, Michael Frey’s Fresh Meat shall furthermore be entitled (without prejudice to any rights which it may have)
  to suspend or cease performance on any of it obligations, from any cause whatsoever to the Customer.
8. Any indebtedness by the Customer to Michael Frey’s Fresh Meat from any cause whatsoever, and howsoever arising notwithstanding that it is an event of: – the Customer being placed under would not otherwise have been due, shall become due and payable immediately in the Customer making or attempting to make or
  sequestration, liquidation or business rescue, whether provisional, final or otherwise: the recommending any general offer of compromise with any or all of its Creditor Customer may be; any circumstances arise in which the
  sequestrated or liquidated, the Customer commits any act of insolvency; the Customer suffering any Default Judgment, Summary Judgment
  or any other Judgment being taken against it and failing to satisfy the same within 3 (three) days of the granting of such Judgment, or Michael
  Frey’s Fresh Meat believing, at its discretion, that its interests are being or may be threatened by the continued indebtedness of the Customer
  and that the risk must be mitigated by the termination of the credit facility.
9. Any court process issued by Michael Frey’s Fresh Meat, pursuant hereto or pursuant to any transaction between the parties or pursuant to any
  indebtedness of the Customer to Michael Frey’s Fresh Meat, of any nature and howsoever arising, shall not be novated, varied, suspended,
  cancelled or otherwise nor shall Michael Frey’s Fresh Meat be stopped from proceeding thereon, unless an agreement to that effect and settling
  any outstanding payment is recorded in a single written document and is signed by the parties.
SPECIFIC TERMS AND CONDITIONS OF THE AGREEMENT
1. In the event of Michael Frey’s Fresh Meat being prevented by any cause beyond its control from supplying Product and Food ordered, which
  shall be deemed to include shortage of stocks of the Product and Food, then Michael Frey’s Fresh Meat shall be excused performance during
  the period for which it is so prevented.
2. Michael Frey’s Fresh Meat shall not be liable for any loss or damages of any nature and hows
  over arising, which may be suffered by the
  Customer arising from any act, whether consequential or otherwise and whether direct or indirect and whether caused by the negligent act or
  omission of Michael Frey’s Fresh Meat, arising from Michael Frey’s Fresh Meat’s failure to deliver Product and Food on the due date or at all or
  for delays in acquiring stock and the Customer hereby indemnifies Michael Frey’s Fresh Meat directors and employees for and hold it harmless
  against any claim made against Michael Frey’s Fresh Meat directors and employees by a third party arising from the foregoing.
3. Ownership of Product and Food and meat of whatsoever nature shall at all material times vest in Michael Frey’s Fresh Meat and Michael Frey’s
  Fresh Meat is expressly authorised to uplift and remove any product or food supplied by Michael Frey’s Fresh Meat from any place, building or
  site or shop in the event that the customer, after being given an opportunity to pay for the product or the food and customer expressly agrees
  to this.
4. Control over the Product and Food and meat shall vest with Michael Frey’s Fresh Meat only until paid for in full
5. The signatory hereto and the Customer warrant that they have disclosed to Michael Frey’s Fresh Meat all material facts which may affect the
  provision of Product and Food to the Customer
6. In the event of Michael Frey’s Fresh Meat proceeding against the CUSTOMER or the signatory hereof for recovery of any amounts owing in
  terms of the agreement, or proceeding to enforce any
  of its rights arising hereunder, then and in such event (and whether or not legal
  proceedings are instituted) then, the CUSTOMER shall be liable for the legal costs incurred by Michael Frey’s Fresh Meat on the attorney and
  own client scale. Such costs shall include advocates fees, collection costs, tracing fees and any other costs and expenses incidental thereto.
7. The CUSTOMER consents in terms of Section 45 of the Magistrates Court Act 1944, as amended: to be the jurisdiction of the Magistrate Court
  otherwise having jurisdiction, in respect of any action or proceedings which may be bought against it arising out of or relating to this Agreement,
  notwithstanding that the amount in question may exceed the jurisdiction of such Court; provided that Michael Frey’s Fresh Meat shall be entitled
  to institute any such action or proceedings in the High Court or any other Court having jurisdiction.
8. The CUSTOMER hereby consents and grants wide authority to Michael Frey’s Fresh Meat to conduct credit checks and access to any personal
  information as prescribed by Personal Information Legislation and related legislation and regulations, searches and the like with any credit
  agency or person which Michael Frey’s Fresh Meat may at its discretion consider expedient or necessary inter alia, for the purpose of
  ascertaining the creditworthiness of the CUSTOMER or in order to trace the CUSTOMER or any of its assets. The CUSTOMER hereby waives
  any claim against Michael Frey’s Fresh Meat and indemnifies and holds Michael Frey’s Fresh Meat harmless against any claim of any nature and
  howsoever arising relating to or arising from the instances contemplated above including the access of personal information in the widest sense, and without derogating from the generality hereof, against any claim of any nature.
9. In the event that any monies or cash are paid to Michael Frey’s Fresh Meat or deposited into the account of Michael Frey’s Fresh Meat, in cash,
  by or on behalf of the CUSTOMER and whether for purposes of payment for
  Product and Food Purchased or otherwise, and Michael Frey’s Fresh Meat is charged by its Bankers a fee or levy or otherwise in respect of such payment or deposit; then and in such event, Michael Frey’s Fresh Meat shall be entitled to recover from CUSTOMER (by way of appropriation or otherwise) an amount equivalent to such fee or levy or
  otherwise, as a first charge against any payment or deposit as aforesaid. The CUSTOMER shall not be entitled to cede any right or delegate any
  obligation of any nature arising from or relating to this agreement.
10. Any Invoices or Delivery Notes or records of this agreement, and subsequent invoices and delivery notes created by Michael Frey’s Fresh Meat
  during the term of the contract, this agreement form an integral part of this agreement and are binding on the parties.
CONDITIONS OF PROVISION OF GOODS OR PRODUCT PROVIDED OR FOOD PRODUCTS
By signing this form the CUSTOMER acknowledges that it has taken constructive notice of these conditions. All documents referred to in clause 6.10 above will be taken as binding at all times.
ENTIRE AGREEMENT
1. This agreement constitutes the entire agreement between the parties. No party shall be entitled to rely upon any term, warranty, guarantee,
  condition or representation, unless it is herein contained other than invoices during the time that this agreement endures. No amendment of,
  variation of, addition to, deletion from or consensual cancellation of, this agreement or any provision or term thereof (including this clause), and
  no extension of time, waiver or relaxation of any of the provisions or terms of this agreement, shall be binding unless recorded in a single written
  document signed by the parties.
  No extension of time or waiver or relaxation of any of the provision or terms of this agreement which is so
  given shall operate so as to prevent or prelude Michael Frey’s Fresh Meat thereafter from exercising its rights strictly in accordance with this
  agreement. No conduct or omission by Michael Frey’s Fresh Meat shall estop Michael Frey’s Fresh Meat from exercising its rights including the
  right to uplift its Product and Food strictly in accordance with this agreement, and the customer waives any right to plead any estoppel.
2. Invoices provided to the Customer from time to time shall form an integral part of this agreement and will be incorporated into this agreement on
  date of delivery to the customer.

I …………………………………………………………… hereby certify that I am duly authorized to make this
application on behalf of the above-named
undertaking and I am aware and understand that all business is undertaken in terms of the “STANDARD TERMS AND CONDITIONS OF SALE ”.