STANDARD CONDITIONS OF AGREEMENT

1 The Customer agrees that (a) this contract represents the entire agreement between the Customer and LA Rouxnelle Logistics & Consulting cc (hereinafter called LA Rouxnelle) and that no alterations or additions to this contract may be effected unless agreed to by both parties, reduced to writing and signed by the Customer and a duly authorised representative of LA Rouxnelle; (b) that this agreement will govern all future contractual relationships between the parties; (c) is applicable to all existing debts between the parties; (d) this contract is final and binding and is not subject to any suspensive or dissolutive conditions; (e) any conflicting conditions stipulated by the Customer are expressly excluded; (f) these terms supersede all previous conditions without prejudice to any securities or guarantees held by LA Rouxnelle and (g) these terms apply to all servants, agents and subcontractors of LA Rouxnelle.
2.1 This Agreement only becomes final and binding on receipt and acceptance of this offer by LA Rouxnelle at its business address in Kempton Park.
2.2 Any order only becomes final and binding on receipt and acceptance of such order by LA Rouxnelle at its business address per 2.1
3. The signatory hereby binds himself / herself in his / her personal capacity as Shareholder (in the case of a company), Member (in the case of a close corporation) or Owner or Partner as co-debtor jointly and severally for the full amount due to LA Rouxnelle and agrees that these Standard Conditions will apply in the exact same way to him/her.
4. The Customer acknowledges that it does not rely on any representations made by LA Rouxnelle in regard to the services or any of its qualities leading up to this Agreement other than those contained in this Agreement. All specifications, performance figures, advertisements, brochures and other technical data furnished by LA Rouxnelle in respect of the services orally or in writing will not form part of the Agreement in any way unless agreed to in writing by LA Rouxnelle.
5.1 The Customer agrees that neither LA Rouxnelle nor any of its employees will be liable for any negligent or innocent misrepresentations made to the Customer.
5.2 It is the sole responsibility of the Customer to determine that the services ordered are suitable for the purposes of intended use.
5.4 The Customer agrees to pay all costs resulting from any acts or omission of the Customer including suspension of work, modification of requirements, failure or delay in giving particular requisite to enable work to proceed on schedule or requirements that work be completed earlier than agreed.
6.1 All quotations and estimations will remain valid for a period of 14 days from the date of the quotation or estimation.
6.2 All profiles are subject to the availability of the services and the prices quoted are subject to any increases in the cost price, including currency fluctuations, of LA Rouxnelle or any applicable statutory increases before commencement of services.
6.3 The amount of the increase shall be certified by any independent auditor and such certificate shall be final and binding on the Customer.
6.4 The Customer hereby confirms that the services on the Tax Invoice issued duly represent the services ordered by the Customer at the prices agreed to by the Customer and where performance has already taken place that the services were inspected and that the Customer is satisfied that these conform in all respects to the quality and quantity ordered and are free from any defects.
6.5 Notwithstanding the provisions of section 1 above, all orders or agreed variations to orders, whether oral or in writing, shall be binding and subject to these standard conditions of Agreement and may not be cancelled.
6.6 LA Rouxnelle shall be entitled in its sole discretion to split the performance of the services ordered in the quantities and on the dates it decides.
6.7 LA Rouxnelle shall be entitled to invoice each performance actually made separately.
6.8 Any delivery note, air waybill, bill of lading or site order form  (copy or original) signed by the Customer or a third party engaged to transport the goods and held by LA Rouxnelle shall be conclusive proof that delivery was made to the Customer.
6.9 All physical and other services rendered by LA Rouxnelle on behalf or at the request of the Customer are at the Customer’s sole risk. Services carry no guarantee.
6.10 Performance times given are merely estimates and are not binding on LA Rouxnelle, but time is of the essence for performance by the Customer of all obligations owed to LA Rouxnelle in terms of any agreement.
6.11 If LA Rouxnelle agrees to engage a third party to transport the goods, LA Rouxnelle is hereby authorised to engage a third party on the Customer's behalf and on the terms deemed fit by LA Rouxnelle.
6.12 The Customer agrees to indemnify LA Rouxnelle against any claims that may arise from such agreement in 6.11 against LA Rouxnelle.
6.13 The Customer accepts the Trading Terms and Conditions of the South African Association of Freight Forwarders (“SAAFF”), available on request, insofar the SAAFF terms supplement these Standard Conditions and provided that that these Standard Conditions shall apply where they conflict with the SAAFF Trading Terms.
6.14 LA Rouxnelle deals with goods only on the basis that it is neither a common carrier nor a public carrier.
6.15 It is the responsibility of the Customer to arrange insurance. LA Rouxnelle shall only endeavour to effect any insurance when timeously requested by the Customer in writing. LA Rouxnelle will act solely as the Customers agent in arranging insurance. Such insurance will be subject to such exceptions and conditions as may be imposed by the insurance company or underwriter taking the risk and LA Rouxnelle shall not be obliged to obtain separate cover for risks so excluded or separate insurance for separate consignments and may insure any or all consignments under any open or general policy. Should any insurer dispute its liability in terms of an effected policy the Customer shall have recourse against the insurer only and LA Rouxnelle shall not have any responsibility or liability whatsoever in relation thereto, notwithstanding that the premium paid on such policy may differ from the amount paid by the Customer in respect thereof. 
6.16 The Customer gives LA Rouxnelle the right to act in its sole discretion in any manner for the Customers interest or for the public good without incurring any liability in consequence where such action departs from the Customers instructions. Such actions will include disposal.
6.17 LA Rouxnelle shall have the discretion to choose a tariff rate or premium or declare a liability on behalf of the Customer.
6.18 LA Rouxnelle shall not be obliged to make any declaration on the nature or value of goods or seek protection or cover or arrange separate handling or storage on the Customer’s behalf unless such information and instructions are received in writing.
6.19 The Customer certifies that all information and instructions given are true and comprehensive.
6.20 The Customer certifies that it is the owner or authorised agent of the owner of any goods of which the Customer issues instructions to LA Rouxnelle and is authorised to bind any authorising owner, sender or consignee to accept the LA Rouxnelle Standard Conditions.
6.21 The Customer warrants that all goods will be properly, adequately and appropriately packed and loaded in suitable and appropriate unit load devices certified fit for carriage.
6.22 The Customer authorises LA Rouxnelle to act as its agent in any action necessary to fulfil the Customers instructions.
6.23 The Customer authorises LA Rouxnelle to instruct third parties to fulfil instructions on the Customer’s behalf without any liability whatsoever to LA Rouxnelle.
6.24 LA Rouxnelle shall not without prior written consent accept or deal in bullion, coin, precious stones, jewellery, valuables, antiques, pictures, human remains, livestock or plants.
6.25 LA Rouxnelle shall not without prior written consent accept or deal in any goods, including radio-active materials, which may be or become dangerous, inflammable or noxious, or which by its nature may injure, damage, taint or contaminate, or in any way whatsoever adversely affect any person, goods or property, including goods likely to harbour or attract vermin or other pests. The Customer warrants that such goods and its packaging and its covering shall comply with any applicable laws, regulations or requirements and all data required shall be prominently marked on the outside cover of such goods.
6.26 The Customer remains liable for all payments due where it instructed LA Rouxnelle to collect on its behalf.
6.27 LA Rouxnelle will not make any assumptions of ownership or control on goods insufficiently marked or insufficiently documented.
6.28 LA Rouxnelle shall not be liable for any discrepancy in quantity or quality of goods under its instruction.
6.29 The Customer will be liable under all circumstances for any duties, taxes, imposts, levies, deposits or out-lays of whatsoever nature levied by or payable to the authorities, intermediaries or other parties at any port or place for or in connection with the goods and whether at the time of entry and/or at any subsequent time, and for any payments, fines, penalties, expenses, loss or damage or whatsoever incurred or sustained by LA Rouxnelle in fulfilling its instruction.
6.30 The Customer will remain liable for the full and correct amount of any charge or fee whatsoever notwithstanding incorrect invoicing by LA Rouxnelle.
6.31 The Customer indemnifies and holds harmless LA Rouxnelle in respect of any claims of a General Average nature which may be made against LA Rouxnelle and the Customer shall provide such security as may be required by LA Rouxnelle in this connection.
6.32 A storage fee shall be charged as per the Standard Rates of LA Rouxnelle for goods stored by LA Rouxnelle. If goods are not collected by the Customer after 30 days of written notification by LA Rouxnelle, LA Rouxnelle will have the right to dispose of the goods. A disposal fee shall be charged to the Customer as per the Standard Rates of LA Rouxnelle. 
7.1 No claim under this Agreement shall arise unless the Customer has, within 7 days of the alleged breach of contract and/or defect occurring, given LA Rouxnelle written notice by prepaid registered post of such breach or defect, and has afforded LA Rouxnelle at least 30 days to rectify such breach or defect. 
7.2 All goods and documents relating to goods including bills of lading and import permits, as well as all refunds, repayments, claims and other recoveries, shall be subject to a special and general lien and pledge either for monies due in respect of such goods or for other monies due to LA Rouxnelle from the Customer, sender, owner, consignee, importer or the holder of the bill of lading or their agents, if any, for present and past debts and LA Rouxnelle will be entitled to retain or realise such pledges as it deems expedient at the value as determined in 16. The sworn or realised value of pledged goods will be offset against the Customer’s debts and any remaining balance will be paid to the Customer.
7.3 “Goods” means any goods handled, transported or dealt with by or on behalf of LA Rouxnelle or which come under the control of LA Rouxnelle or its agents, servants or nominees on instruction of the Customer and includes any container, transportable tank, flat pallet, package or any other form of covering, packaging, container or equipment used in connection with or in relation to such goods. 
8.1 Under no circumstances will LA Rouxnelle or any of its directors, servant or employees be liable for any consequential damages including loss of profits or for any delictual liability of any nature whatsoever.
8.2 Other liabilities will be limited to the Airway Bill as per the Warsaw convention (Air Transport) or the Bill of Lading (Ocean Transport).
9. Delivery of the services to the Customer shall take place at the place of business of LA Rouxnelle
10. The Customer agrees to pay the amount on the Tax Invoice at the offices of LA Rouxnelle (a) cash on order; or (b) if the Customer is a Credit Approved Customer, at the presentation of an invoice issued by LA Rouxnelle. 
11.1 The Customer has no right to withhold payment for any reason whatsoever and agrees that no extension of payment of any nature will be extended to the Customer and any such extension will not be applicable or enforceable unless agreed to by LA Rouxnelle, reduced to writing and signed by the Customer and a duly authorised representative of LA Rouxnelle.
11.2 The Customer is not entitled to set off any amount due to the Customer by LA Rouxnelle against this debt.
11.3 All discounts will be forfeited if payment in full is not made on the due date.
12.1 The Customer agrees that the amount due and payable to LA Rouxnelle may be determined and proven by a certificate issued and signed by any director or manager or independent auditor. Such certificate shall be binding and shall be prima facie proof of the indebtedness of the Customer.12.2 Any printout of computer evidence tendered by any party shall be admissible evidence and no party shall object to the admissibility of such evidence purely on grounds that such evidence is computer evidence or that the requirements of the Electronic Communications and Transactions Act 25 of 2002 have not been met.
13.1 Any disbursement made by LA Rouxnelle on behalf of the Customer, will raise an agency fee of 7.5% of the disbursement amount. This amount is payable on presentation of an invoice issued by LA Rouxnelle.
13.2 The Customer agrees that interest shall be payable at the maximum legal interest rate prescribed in terms of the Usury Act on any moneys past due date to LA Rouxnelle, and that interest shall be calculated daily and compounded monthly from the date of acceptance of the order.   
13.3 The Customer expressly waives all rights to claim prescription under the relevant provisions of the Prescription Act 68 of 1969 as amended.
14. The Customer agrees that if an account is not settled in full (a) against order; or (b) within the period agreed in clause 10 above in the case of a Credit Approved Customer; LA Rouxnelle is: (i) entitled to immediately institute action against the Customer at the sole expense of the Customer; or (ii) to cancel the agreement and take possession of any goods deliverable to the Customer and claim damages. These remedies are without prejudice to any other right LA Rouxnelle may be entitled to in terms of this Agreement or in law.
15. A Credit Approved Customer will forthwith lose this approval when payment is not made according to the conditions of 10 (b).
16. In the event of cancellation, the Customer shall be liable to pay all other costs incurred in gaining possession of the goods. The value of possessed goods or retained pledged goods will be deemed to be the value placed on them by any sworn valuator after such possession and such valuation will be conclusive proof of the value.
17.1 The Customer shall be liable to LA Rouxnelle for all legal expenses on the attorney-and-own client scale of an attorney and counsel incurred by LA Rouxnelle in the event of (a) any default by the Customer or (b) any litigation in regard to the validity and enforceability of this Agreement. The Customer will also be liable for any tracing, collection, storage or valuation fees incurred as well as for any costs, including stamp duties, for any form of security that LA Rouxnelle may demand.
17.2 The Customer agrees that LA Rouxnelle will not be required to furnish security in terms of Rule 62 of the Rules of Court of the Magistrate's Courts or in terms of Rule 47 of the Law of the Supreme Court 59 of 1959.
18. The Customer agrees that no indulgence whatsoever by LA Rouxnelle will affect the terms of this agreement or any of the rights of LA Rouxnelle and such indulgence shall not constitute a waiver by LA Rouxnelle in respect of any of its rights herein. Under no circumstances will LA Rouxnelle be estopped from exercising any of its rights in terms of this contract.
19. LA Rouxnelle shall have the right to institute any action in either the Magistrate's Court or the Witwatersrand Local Division of the High Court at its sole discretion.
20.1 Any document will be deemed duly presented to the Customer within (i) 3 days of prepaid registered mail to any of the Customer's business or postal addresses or to the personal address of any director, member or owner of the Customer; or (ii) within 24 hours of being faxed to any of the Customer's fax numbers or any director, member's or owner's fax numbers; (iii) on being delivered by hand to the Customer or any director, member or owner of the Customer; (iv) within 48 hours if sent by overnight courier; or (v) within 7 days of being sent by surface mail, (vi) within 24 hours of being e-mailed to any e-mail address provided by the Customer.
20.2 The Customer chooses its address for any notification or service of legal documents or process as the business address or the physical address (domicilium citandi et executandi) of any Director (in the case of a company), Member (in the case of close corporations) or of the Owner(s) or Partner(s).
20.3 The Customer undertakes to inform LA Rouxnelle in writing within 7 days of any change of Director, Member, Shareholder or Owner or address or 14 days prior to selling or alienating the Customer business and failure to do so will constitute a material breach of this Agreement.
20.4 The Customer hereby consents to the storage and use by LA Rouxnelle of the personal information that it has provided to LA Rouxnelle for establishing its credit rating and to LA Rouxnelle disclosing such information to credit control companies, banks and other institutions involved in rating credit. The Customer agrees that LA Rouxnelle will not be held liable for the good faith disclosure of any of this information to such a third party and that no further specific consent needs to be obtained for the transfer of such information to a specific third party. 
20.5 If it comes to the attention of LA Rouxnelle that an application for liquidation against the Customer is being made or that the Customer's financial position has deteriorated since the last approval of credit by LA Rouxnelle, then LA Rouxnelle shall be entitled to retain any shipment or property of the Customer in its possession, until full payment has been made by the Customer on all outstanding amounts owed to LA Rouxnelle. 
21. The Customer agrees to the standard rates of LA Rouxnelle for any services rendered, which rates may be obtained on request.
22. The invalidity of any part of this contract will not affect the validity of any other part.
23. Any order is subject to cancellation by LA Rouxnelle due to Acts of God from any cause beyond the control of LA Rouxnelle, including (without restricting this clause to these instances): inability to secure labour, power, materials or supplies, war, civil disturbance, riot, state of emergency, strike, lockout, or other labour disputes, fire, flood, drought or legislation.
24. Any order is subject to cancellation if the Customer breaches any term of this contract or makes any attempt of compromise, liquidation, sequestration, termination or judgement is recorded against the Customer or any of its principals.
25. The Customer agrees that LA Rouxnelle will be immediately and irrevocably released from any contractual damages and penalty obligations should any event in clause 23 or 24 occur.
26. This Agreement and its interpretation is subject to South African law and the Customer consents to the exclusive jurisdiction of the South African Courts referred to in 19.
 

Copyright 2005, Larouxnelle Logistics & Consulting