General

The customer agrees that a certificate signed by the Financial Director of Whelson showing the amount owing by the customer to Whelson shall be prima facie proof that the said amount is due, owing and unpaid and shall be satisfactory proof of what is contained therein for the purposes of any action (whether by way of provisional sentence, summary judgement, or otherwise), proof of the debt on insolvency, or for any other purpose whatsoever.

  • The customer undertakes to notify Whelson in writing of any change of address where applicable. The customer chooses as its domicilium citandi et executandi for the purposes of the service of all letters, notices, accounts, summonses, legal processes, applications and the like, the address reflected on Whelson’s Application of Credit facilities completed by the customer as Applicant.  If Whelson’s Application for Credit facilities has not been completed, then the customer’s domicilium address is deemed to be the delivery address for the goods.  The customer may change its domicilium citandi et executandi 30 (THIRTY) days after notifying Whelson in writing of such change, provided such changed domicilium is in the same country as the domicilium referred to in the preceding sentence.
  • The customer cannot cede, transfer, assign and/or delegate any of its obligations and/or rights title and interest to any person whomsoever, without Whelson’s prior written consent.
  • The customer hereby waives the right to apply set-off of any indebtedness of Whelson to the customer.
  • Where the customer is:
    • A sole proprietor and sells or disposes of part or the whole of his/its business;
    • A partnership and the partnership, for any reason whatsoever, whether by operation of law or agreement or otherwise, is dissolved;
    • A company or a close corporation and one or more of its members/shareholders sells and/or disposes of his/her member’s interest and/or shareholding (whichever is applicable) irrespective of the quantum of such person’s/member’s interest/shareholding without the prior written consent of Whelson, same will constitute a material breach of this agreement entitling Whelson at its election to either suspend the further delivery of any goods on order to the customer, cancel this agreement or proceed in any manner whatsoever permitted by law as a result of such breach.
  • The customer acknowledges that, notwithstanding any sale of its business, and/or its shares/member’s interest the customer shall still be held liable to discharge its debts to Whelson in full. The customer expressly agrees that any debt incurred by the customer with Whelson shall be binding upon the customer’s successor-in-title, orders and/or assigns.
  • Whelson reserves the right to review the extent, nature and duration of the customer’s credit facilities at all times and reserves the right to withdraw such credit facilities at any time without prior notice to the customer.
  • The customer hereby acknowledges and agrees that Whelson may upon receipt of any application form, order or agreement from the customer, and at any time thereafter:
    • Conduct thorough searches with any credit bureau/s (registered or otherwise) and/or bank/s for the purposes of assessing and/or re-assessing the customer’s credit rating and the risk of exposure to Whelson;
    • Contact any of the customer’s creditors and ask of them any questions of and concerning the customer which is necessary for the purposes of determining whether Whelson will grant credit facilities to the customer and where applicable, the extent, terms and conditions thereof;
    • Make any enquiries of any person whomsoever necessary for the purposes of Whelson assessing the credit worthiness of otherwise of the customer and the extent and terms and conditions of credit facilities to be awarded (if any) by it to the customer;
    • Record with any credit bureau’s the existence, suspension, termination, cancellation and nature and extent of credit facilities awarded by Whelson to the customer and the details of the securities which Whelson holds for the customer’s indebtedness to it;
    • Record and transmit to any credit bureau/s details of the nature, extent, performance, non-performance or otherwise of the customer’s payment of its obligations to Whelson in terms of its dealings with Whelson;
    • Without prejudice to any of Whelson’s rights and without conferring upon it any obligations, use any information which it secures from any credit bureau/s, bank/s, creditor/s of the customer or any other person whomsoever to assess, re-assess, suspend, modify, cancel, amend and/or terminate credit facilities awarded by Whelson to the customer;
    • Make full disclosure to any of the other creditors of the customer, credit bureau/s and/or bank/s concerning (directly or indirectly) the customer’s fulfilment of its obligations to Whelson in terms hereof.
  • Should any provision/s of this agreement be vague and/or unenforceable then same shall be servered from this agreement and the balance of the agreement shall remain of full force and effect.
  1. The customer hereby consent to the jurisdiction of the Magistrate’s Court to determine any action or proceeding which may arise under or in connection with these trading terms and conditions, but without prejudice to Whelson’s right to bring proceedings in the High Court where such proceedings would, but for the aforegoing consent, fall outside the jurisdiction of the Magistrate’s Court. In the event of any action being instituted by Whelson against the customer for any cause whatsoever and/or for any amount due in terms hereof the customer hereby agrees to pay Whelson’s attorneys legal fees incurred on the scale as between attorney and one’s own client, including collection commission, tracing agents fees and the like.
  2. No term and condition contained in any letter, order, or other such like documents of the customer, or stipulated orally by or on behalf of the customer, (aside from those terms and conditions contained herein) shall form part of any contract concluded between the customer and Whelson. This contract alone shall solely govern the relationship between Whelson and the customer, and expressly excludes the terms and conditions of trading of the customer as contained in any of the customer’s delivery notes, orders and/or invoices, and the like.
  3. No warranty or representation other than those expressly contained herein shall be of any force and effect unless same is contained in writing and signed for and on behalf of Whelson by an authorised representative.
  4. No amendment, variation or consensual cancellation of any terms hereof shall be of any force and effect unless such amendment, variation and/or consensual cancellation is reduced to writing and signed by a duly authorised representative of Whelson.
  5. No indulgence, latitude, extension of time or the like granted by Whelson to the customer shall in any way whatsoever be construed as a novation or waiver of any other rights which Whelson may have against the customer, nor may it operate as an estoppel against Whelson.
  1. Whelson may cede, delegate and/or assign and/or sub-contract any or all of its rights and/or obligations herein contained.
  2. These conditions shall apply to any other or additional work and/or transport carried out for and on behalf of the customer, whether or not the customer’s attention has been specifically drawn to these terms and conditions as being applicable to the contract governing the relationship. It shall therefore be construed that the customer has agreed that all terms and conditions herein contained shall apply to all future and/or additional transport work carried out for and on behalf of the customer by Whelson and/or any of its sub-contractors or agents.
  3. The headnotes to the various clauses contained herein are for reference purposes only and do not effect the interpretation of the individual clauses.