GENERAL TERMS AND CONDITIONS OF SALE
PREAMBLE
Our offers and commitments are governed by these General Terms and Conditions of Sale (the “GTCS”). No exemption from these conditions may be served against us if it has not been accepted by us beforehand in writing. The acceptance of the invoice implies the acceptance of the provisions of the GTCS.
DEFINITIONS
In these terms and conditions:
“The Company” or “our” or “us” means Panagora Marketing Company Limited (BRN: C07002398) and its divisions, subsidiary companies and any other marketing or trading names in use.
“The Customer” or “you” means any person, firm, company or other legal entity that places an order, or buys any Products from the Company and includes the employees, servants, agents, principals (whether disclosed or undisclosed) or sub-contractors of any such person, firm, company or other legal entity.
“Products” means any article agreed under these GTCS to be supplied by the Company to the Customer.
ORDERS
Our offers presented through "rates" (for the avoidance of doubt, “rates” shall be the price of the Products sent by correspondence and/or by any other means of communication) are understood to be without commitment, both in terms of price and in terms of quantities available. As a result, we are not obliged to execute any order unless we have expressly accepted it. However, any execution by us with regards to an order is equivalent to acceptance by us of the conditions upon which it was made to us. Any order, which is expressly accepted by us, commits the Customer in an irrevocable manner to the conditions upon which and the as per the quantities said order was made.
a) By placing an order with us either via our telesales department, website or any other means, the Customer is offering to purchase the Products on the basis of these GTCS. The contract shall be created when the Company acknowledges acceptance of the Customer’s order (by way of an e-mail confirmation) or delivery of the Products to the Customer, whichever occurs earlier.
b) The Customer is responsible for ensuring that the terms of any order(s) placed with the Company are complete and accurate.
c) The Customer agrees that all prices that it shall quote whether for retail or otherwise are not imposed by the Company. It is therefore the responsibility of the Customer to inscribe the words “recommended retail price” next to the price label in the event that the Company recommends a resale price for the Products.
d) The contract is subject to availability of stock and the Company reserves the right to vary or alter the specification of Products without notice unless otherwise agreed in writing with the Customer.
e) The Company reserves the right to impose a minimum order value below which an order may not be executed. This value applies to any customer and is available via the Company’s website, telesales department or any other means available to a customer to place an order.
EXECUTION
We take the utmost care when executing orders in normal timeframes.. As a result, the timeframe mentioned in the order is strictly indicative, excluding cases in which we have expressly accepted a fixed timeframe at the time of acceptance of the order. Except claims regarding fixed timeframes, no claims may be made by the Customer for any deliveries which did not occur as per the indicative timeframe in the acceptance of the order. When the order stipulates successive or periodic deliveries, each of these is considered as a separate order.
DELIVERY
Deliveries will be made according to the Company’s delivery schedule.
Customers making orders with the Company must be officially registered with the Company. Deliveries will be made to the address stated on the invoice.
Customers are under an obligation to check all items before accepting the delivery. If any item is damaged or missing, the Customer must notify the delivery person in writing immediately.
No claims for any reasons whatsoever relating to the Products delivered will be admissible unless they are communicated promptly at the time when the Products are delivered to the Customer.
PAYMENT
Unless an express and separate agreement is made on our part regarding the timeframe for payment, all our invoices are payable in cash as soon as they are received.
However, we reserve the right at any time, without the obligation to justify our decision, to demand payment in cash for our goods upon removal or upon delivery. A delay in effecting payment by the Customer shall give rise with no prior notice to late interest payments calculated at the rate of PLR + 2% per year starting from the due date of the invoice until the date of payment. In addition, in the event of a delay or an unjustified default of execution by the Customer, then without prior notice being sent, a fixed compensation equal to 10% of the amount of the account receivable will be due by the Customer to the Company. Expenses in respect of unpaid bills of change or cheques as well as all other cost of collection are not included in this fixed compensation and shall be charged to the Customer. No commercial paper will be accepted as payment, unless we agree to such. In the event of non-payment of an invoice upon its expiry, we reserve the right to terminate any active contracts by simple dispatch of a registered letter.
Notwithstanding the above, the Company shall at its sole discretion, accept payment made by cheque under the condition that the cheques must be crossed together with the mention ‘Account Payee Only’ and drawn to the order of ‘Panagora Marketing Company Limited’ and that such payment will only be validated and recognised after the cheque has been cleared by the bank. It is the sole responsibility of the Customer to ensure that there are sufficient funds in the bank account to cover the cheque amount before issuing it.
Any application for credit sales must be done through an official Credit Application and is subject to the approval of the Credit Committee of the Company.
Where the Company has resorted to the services of an attorney-at-law to secure payment of any sum due by the Customer to the Company and any other outstanding amount due, the Customer shall reimburse the Company the legal costs thus incurred by it (including attorney’s commissions and VAT thereon) within a period not exceeding fifteen (days) 15 days from the day the said expenses are claimed by the Company.
VALUE –ADDED TAX (VAT)
The rate of VAT on the date of the invoice shall be the applicable rate for each order.
STORAGE OF PRODUCTS
All Products delivered by the Company are subject to specific storage conditions such as proper handling, respect of the cold chain and other specific conditions in accordance with the nature of the Product that must be applied.
The Customer is solely responsible for storing, maintaining and safekeeping the quality and fitness of the Product in similar storage conditions as the Company, after the Customer accepts delivery thereof. The Company will not be and the Customer will not hold the Company responsible for any deterioration in quality or fitness or damage caused to the Product after the Customer accepts its delivery and fails to uphold the same standard of storage requirements.
SALES RETURNS
No Products will be exchanged or refunded by the Company, unless said Products show defects before their expiry date, and given that the provisions under STORAGE OF PRODUCTS above have been respected. It is expressly understood that the quality department of the Company shall have the right to inspect/verify the said Products before the approval for return.
CUSTOMER COMPLAINTS
Any complaint should be reported to the Customer Care Service by calling 601 5900.
FORCE MAJEURE
If either party is prevented or restricted directly or indirectly from carrying out all or any of its obligations under a contract by any cause beyond the reasonable control of that party, including, without limitations, acts of God, civil commotion, riots, insurrection, acts of government, fire, explosion, the elements, epidemics, pandemics, governmental embargoes or like causes (“Force Majeure”), the party so affected shall, to the extent so prevented, be relieved of its obligations hereunder during the period of such events and shall not be liable for any delay or failure in the performance of any obligations hereunder or loss or damage either general, special or consequential which the other party may suffer due to or resulting from such delay or failure; provided always that written notice of the occurrence constituting Force Majeure shall be given within 24 (twenty four) hours by the affected party. Should the event of Force Majeure last for more than one (1) month, then either Party shall be at liberty to terminate the contract and thereafter any monies outstanding shall be paid within a period of fifteen (15) days.
This Force Majeure exception shall not apply to the Customer’s obligation to pay the Company for an order in the event where the order has been delivered and accepted by the Customer.
LIMITATION
To the maximum extent permitted by applicable law, the Customer agrees that the Company’s total maximum aggregate cumulative liability to the Customer, its affiliates and other related parties (collectively in this section referred to as the “Aggrieved Parties”) for all past, present and future claims, demands, actions, causes of actions, requests, lawsuits, damages, costs, expenses, prejudices or losses (collectively in this section referred to as the “Claims”) in relation to or arising under any contract and the GTCS (whether for breach of contract, strict or statutory liability, negligence or any other legal claims) shall be limited to the Aggrieved Parties’ actual direct damages and shall not, under any circumstances, exceed, in the aggregate one million Mauritian Rupees (MUR 1,000,000/-). It is expressly understood that such Claims shall be limited to the total value of the Products sold to the Customer.
TITLE & RISK
The risk of loss or damage to the Products shall pass to the Customer upon completion of the delivery to the Customer’s premises, in accordance with section titled “Delivery”. The Company shall not be responsible for any loss or damage to the Products sustained whilst on Customer’s premises, except if it occurs before completion of the delivery or signature of the delivery note, if such loss or damage arises as a consequence of the condition of the Customer’s premises or the act, default or omission of the Customer or its representatives.
NOTIFICATION CLAUSE
The Customer acknowledges that he or she has been sufficiently made aware by the Company about the Products and goods which are the subject of this sale and further that the Customer is familiar with its use, the nature and any usage limitations.
JURISDICTION
Any litigation which could arise from the interpretation or application of these GTCS will be exclusively dealt with in accordance with the Laws of Mauritius and the courts of the Republic of Mauritius shall.
DATA PROTECTION
The Company confirms that all and any personal data which is processed in terms of any order and/or contract shall be in compliance with the provisions of the Data Protection Act 2017.