• “Whelson” shall mean Halwick Investments (Private) Limited trading as Whelson Transport, its successors-in-title, orders and/or assigns, who carry out the transportation for and on behalf of the customer;
  • “Customer” shall mean the person who instructs Whelson to undertake the transportation and shall be deemed to include the person who completed any attached credit application form as Applicant and any person whose name and address appears on the face of Whelson’s invoice and/or statement and shall include the customer’s consignees, successors in title, order and/or assigns;
  • “Dangerous goods” shall mean goods which are in Whelson’s sole opinion likely to cause damage to person and/or property and shall include but not be limited to goods which are noxious, dangerous, hazardous, inflammable, radio-active, explosive, and/or goods likely to harbour or encourage vermin or pests, and/or goods falling within the definition of “hazardous and dangerous goods” in the South African Railway Regulations or any similar regulations applicable in any territory through which or to which Whelson carries goods;
  • “Goods” shall mean any goods which are transported in terms hereof;
  • “Law” shall include the common law, statutes, ordinances, by –laws and regulations;
  • “Person” shall mean any being or entity capable of rights and duties;
  • “Sub-contractors” shall mean any person with whom Whelson contracts to carry out transportation in terms of the contract;
  • “Transportation” shall mean (without restricting the generality of this term) the conveyance of goods;
  • “Vis major” shall mean riots, strikes, lockouts, labour disturbances or disputes, boycotts, economic sanctions, a state of war, industrial legislation, terrorism, civil commotion or disturbances, attacks upon Whelson’s employees or vehicles, floods, rationing or non-availability of fuel, vehicle accident, breakdown in vehicle or equipment, commercial exigencies, acts of God, or any other cause whatsoever beyond Whelson’s reasonable control.
    • Whelson shall only be obliged to perform provided:
      • Whelson, in its sole opinion, has received sufficient notice and information of the customer’s requirements to enable it to properly carry out the transportation and to ensure that a suitable and appropriate vehicle is available;
      • The necessary consents and statutory permits have been granted and remain in force (in the event of such consents or permits being refused or withdrawn for any reason whatsoever, such that no transportation may be performed, the contract, if any, shall terminate and no liability for damages or otherwise shall attach to Whelson);
      • The customer is not in breach of any terms or conditions of this contract or any other contract concluded with Whelson;
      • Whelson is satisfied as to the customer’s solvency, and ability and readiness to pay for the services to be rendered in terms of the contract within the time and in the manner therein prescribed.
    • Whelson shall be entitled to refuse or suspend performance under any contract:
      • In the event of the consents or permits envisaged in clause 2.1.2 being refused or withdrawn for any reason whatsoever; and
      • If in Whelson’s opinion, it is impossible, impractical or dangerous to continue to comply with its obligations by reason of vis major; and
      • Whilst any of the conditions referred to in clause 2 remain unfulfilled.
  • No refusal to perform or suspension of performance as a result of the aforegoing events shall novate or waive any of the other rights to which Whelson is entitled at law (including Whelson’s rights to recover monies then due to it in respect of services already performed by it) nor shall the same constitute a breach hereof by Whelson.
    • Prices are as quoted by Whelson to the customer. Quotations shall remain open for acceptance by the customer for a period of 30 (THIRTY) days from the date thereof, and if not accepted during such period (which acceptance shall be communicated in writing to Whelson), shall automatically lapse.
  • All quotations are subject to Whelson’s Standard Terms and Conditions of Trading. Whelson reserves the right to negotiate a rate adjustment with the customer, in the event of any increase in the price of fuel, tyres and/or labour, or a devaluation in the Zimbabwean currency.
  • Quotations are based, inter alia, on quantities, densities, dimensions, mass, properties, technical data, and other information supplied by the customer, and are accepted by Whelson in good faith under representation by the customer.
  • Any variance from the factors set out in 4.3 shall entitle Whelson to adjust the rate quoted to take into account such variance, or to suspend performance, or cancel the contract, without thereby incurring any liability whatsoever, and in the event of any such cancellation or suspension, Whelson reserves to itself the right to claim from the customer such damages as Whelson may have suffered.
  • Quotations are subject to the following conditions:
    • That the work carried out by Whelson is not subject to any interruption, hindrance or postponement;
    • That the route to be decided by Whelson is not subsequently varied;
    • The availability of Whelson’s vehicles and/or staff on the date required;
    • That all part loads are conveyed and delivered at Whelson’s convenience.
  • The customer undertakes responsibility for the following:
    • Any increase in Whelson’s costs coming into force after the date of the quotation;
    • All costs connected with any delays due to interruption, hindrance, local traffic, municipal regulation or non-production of necessary licences, permits or customers forms;
    • Any additional charges on a pro-rata basis in circumstances where the volumes, quantities or scopes of work have increased over that which has been quoted for;
    • Any increase in charges should there by a change of route due to circumstances beyond Whelson’s control;
    • Expenses incurred and/or losses sustained by Whelson arising out of any postponement or cancellation by the customer;
    • Increased charges in the event of stoppages or delays in the carrying out of the work to which the contract relates, provided that such stoppages or delays are caused by circumstances beyond the reasonable control of Whelson or are such that Whelson could not reasonably foresee or prevent the cause of such stoppages or delays arising.
  • Subject to the aforegoing conditions, and provided Whelson performs within the time period agreed between the parties, the price quoted shall remain fixed. If however, Whelson performs after such time period, the price quoted shall be subject to reasonable escalation.
  • Whelson shall be entitled at any time by notice to the customer, to cancel or resile from any quotation or executory agreement in the circumstances where it becomes impracticable or uneconomical for Whelson to carry out the contract, and the customer shall have no claim whatsoever against Whelson for any loss that the customer migh incur as a result of Whelson cancelling.
  • The freight is to be paid in full in the quoted currency without deduction or set off at such address as Whelson may direct from time to time, and the customer’s obligation to Whelson will not be discharged until the full purchase price is received in cash or is paid into Whelson’s bank account. Payment by electronic transfer shall only discharge the customer of its obligations when the funds are received and cleared in Whelson’s bank account.
  • Under no circumstances whatsoever does Whelson authorise the customer to utilise the services of messengers, couriers, postal authorities/services to delivery any cheque, bank notes, Promissory Notes, bills of exchange and cash to Whelson. Where the customer elects to utilise such services the customer does so at its own risk and the messenger, courier postal authority and the like is and will be the agent of the customer.
  • The customer is obliged and liable to pay to Whelson on demand all charges levied by Whelson’s bankers arising out of the dishonour of any of the customer’s cheques, bills of exchange, Promissory Notes, special clearances thereof and cash deposit fees.
  • In the event of a dispute between Whelson and the customer, all amounts which may in future become due to Whelson, shall be deemed to immediately become due to Whelson, and the customer acknowledges that Whelson has the right to retain the goods in its possession or which may come into its possession as a lien for monies due.
  • Should the customer fail to make payment on due date, the full amount outstanding shall immediately become due and payable to Whelson notwithstanding that, in the case of approved accounts, payment is due only within 30 (THIRTY) days of the date of Whelson’s invoice.
  1. RISK

It is expressly acknowledged that all goods are transported at the customer’s sole risk.

    • The customer warrants that:
      • The goods are the customer’s sole and exclusive property and/or that the customer has the full and absolute authority of the persons owning or interested in the goods to enter into a contract (but nothing contained herein shall derogate from the customer’s obligation to effect payment of Whelson’s charges on due date thereof): and
      • The carriage of the goods, as contracted for with Whelson, does not contravene any law; and
      • All information and specifications, without exception, given by or on its behalf to Whelson are accurate; and
      • No dangerous goods are tendered for transportation without Whelson’s express consent in writing; and
      • It has disclosed to Whelson all material information pertaining to the goods which may effect Whelson’s decision in agreeing to transport the goods for and on its behalf; and
      • The goods have been properly and sufficiently packed and/or prepared.
  • Whelson does not warrant that the classes of goods to be transported or the routes to be followed are adequately covered by the motor carrier certificate held by Whelson and the customer undertakes to provide every assistance needed should Whelson be obliged to take out or obtain any additional licence or permit.
    • The freight payable by the customer to Whelson for the transportation of goods shall be the freight quoted by Whelson to the customer and accepted by the customer in terms of 4.1 above.
  • The freight may be subject to variation as provided for in the various circumstances envisaged throughout this agreement.
    • In addition to the freight, Whelson shall be entitled to levy an additional charge at its usual rate, alternatively a reasonable rate, in the event, inter alia of:
      • The circumstances envisaged in clauses 19, 20, 21 and 22 occurring; and/or
      • The time taken to load or off-load a vehicle exceeding the maximum time agreed upon; and/or
      • Loading or off-loading taking place at more than one point; and/or
      • Whelson being obliged, due to circumstances beyond its control, to utilise routes different from those intended by it at the time of entering the contract.
  • In the event of any emergency arising over which Whelson has, in its opinion, no reasonable control, Whelson reserves the right to cancel the contract, and should any such emergency arise during transit, Whelson shall have the right to deliver the goods to the nearest reasonable destination, or to make use of any reasonable alternative route to that provided for in the contract. If arising out of such emergency, additional mileage has to be travelled, Whelson shall be entitled to reasonable payment in respect thereof.  In such cases, Whelson shall inform the customer accordingly and such delivery shall be in compliance by Whelson with its obligations under the contract.  Whelson shall be entitled, at its discretion, to transfer goods to which this contract relates from any vehicle to another and, pending such transfer, to keep the goods in such a place as Whelson deems suitable at the customer’s expense.
    • Payment is strictly cash on delivery if credit has not been approved. Once credit has been approved, payment shall fall due by the customer within 30 (THIRTY) days from the date of Whelson’s invoice.

In the event of a dispute between Whelson and the customer, the customer acknowledges that Whelson has the right to retain the goods in its possession, or which may come into its possession, as a lien for monies due until payment is made in full of all and any indebtedness owing by the customer to Whelson.

  • The customer will be liable for and acknowledges that overdue payments shall attract interest at the maximum legal rate of interest permissable.

The customer shall pay to Whelson the full amount stated on Whelson’s invoices on due date, without deduction or set-off.  Accordingly, the customer shall not be entitled to deduct or set-off any monies which it contends are owed to it by Whelson and/or Whelson’s sub-contractors.


The customer, owners and their agents, if any, shall be liable for any duty, tax, imposts or outlays of whatsoever nature levied by the authorities at any port or place for or in connection with the goods, and for any payments, fines, expenses, loss or damage incurred or sustained by Whelson in connection therewith.

  1. LIEN
    • Whelson shall have a lien over all goods and documents relating to goods as security for all monies owing to it by the customer.
  • In addition, Whelson shall be entitled to hold all goods as security for any monies which may become due and payable to it by the customer from any cause whatsoever.
  • If any monies are not timeously and fully paid by the customer, Whelson shall be entitled without further notice to the customer:
    • To open and examine any part of the goods;
    • To hold any part of the goods in such manner and upon such terms and conditions as it deems fit;
    • To sell the goods in any manner permitted by law and to apply the proceeds of such sale towards the customer’s indebtedness, provided any surplus shall be paid over to the customer without interest as soon as possible after the sale.
  • Upon payment or tender of the proceeds of any such sale, Whelson shall be released from all liability to the customer in respect of the goods.
  • Whelson’s rights under this clause are not exhaustive and are in addition to any other rights which Whelson may have as against the customer.

It shall be the customer’s responsibility to establish the condition of the goods at the time of delivery to Whelson.  No receipt or other document given by Whelson to the customer shall constitute proof of such condition, save to the extent that any specific record in relation thereto may have been made thereon by Whelson.

    • Whelson is not responsible for the loading and off-loading of goods, unless prior arrangements have been agreed upon in writing. The correct legal dimensions and weight distribution over the axles (truck and trailer) is the responsibility of the customer.  Any fines and additional costs resulting from illegal dimensions and/or weight distribution will be for the customer’s account.

14.2     It shall be the express responsibility of the customer to ensure that:

  • All goods loaded shall be in such condition as to enable due off-loading to be freely effected at the point of destination of such off-loading; and
  • Suitable access and off-loading facilities and adequate labour and equipment will be provided for the due off-loading of the goods at the point of destination; and
  • The goods are off-loaded into the correct tank, vessel or container store or warehouse, as the case may be; and
  • Loading and off-loading will be possible at the agreed points and during such hours and days as the parties have agreed.
  • The customer warrants that if any goods require special appliances for loading upon or off-loading from the vehicle, those applications will be available at the point of collection or place of delivery of the goods.
  • If for any reason goods are left on Whelson’s vehicle and/or delivered to Whelson’s premises to suit the convenience of the customer, such goods are held at the sole risk of the customer. Pending forwarding and delivery, goods may be warehoused or otherwise held at any place or places at the sole discretion of Whelson at the customer’s risk and expense.

The maximum loading time allowed to the customer shall be 2 (TWO) hours unless otherwise agreed to in writing by Whelson.  Loading time shall be deemed to commence at the time when the vehicle to be loaded arrives at the entrance to the property on which the loading point is situated.


The provisions of clause 15 shall apply mutatis mutandis to off-loading time.

    • Unless otherwise agreed in writing, the customer shall deliver the goods onto the vehicle nominated by Whelson and will take deliver therefrom. Whelson will not be responsible for any loss or damage arising from the loading or off-loading of the vehicles and the customer indemnifies Whelson against any claims which may be brought against Whelson arising out of the loading, off-loading, overloading, unsafe loading of the vehicles, and/or arising out of any defect in the goods.
  • Nothing herein contained shall be construed as preventing Whelson from giving assistance in loading or off-loading the goods onto or from the vehicle where such assistance is customary and practicable, but assistance so given shall be without any liability on Whelson’s part and shall be at the sole risk of the customer who shall indemnify Whelson accordingly.
  • In the event of any unnecessary delays howsoever caused, whether as a result of loading or off-loading or otherwise, Whelson reserves the right to charge demurrage per hour, calculated on the capacity of the vehicle in question.
    • After completion of off-loading, the customer shall verify the correctness of all the details contained in the customer’s delivery document.

18.2     The customer shall ensure that:

  • The goods to be off-loaded are the precise goods which are contracted to be off-loaded;
  • During off-loading clear and precise off-loading and delivery instructions are given;
  • The goods are off-loaded at the correct place and/or off-loading point; and
  • Immediately after off-loading, the off-loaded goods comprise the correct quantity and are in good order and condition.
  • Once off-loading has been completed, the customer shall inspect the vehicle/s as the case may be to verify that the complete consignment has been off-loaded.

Should the customer fail and/or neglect and/or be unable and/or refuse to take delivery of the whole or any part of the goods at the agreed off-loading point, or at the agreed off-loading time, or should it (through no fault of Whelson) not be possible or practicable to off-load the goods within the time period stipulated in clause 15 and should no acceptable alternative delivery instruction be received from the customer, Whelson shall be entitled to store or abandon the goods at its discretion.  In such event, the customer shall be liable to pay:

  • Demurrage at the rate of US$ 300 (THREE HUNDRED UNITED STATES DOLLARS) per hour after 48 (FORTY EIGHT) hours; and
  • Any additional charges thereby incurred.

Whelson shall not be liable for demurrage or storage charges of any nature howsoever arising levied by third parties, and where paid by Whelson, shall be refunded to Whelson by the customer on demand.  The customer hereby appoints Whelson irrevocably and in rem suam as its agents in its place and stead to contract for the storage of such goods upon such terms and conditions as Whelson may, in its sole discretion, elect, and without any liability whatsoever attaching to Whelson to attend to such storage.

    • Whelson is not obliged to contract for the carrying of dangerous goods on behalf of the customer:
  • In the event of Whelson agreeing in writing to transport the dangerous goods or to sub-contract the transport of the dangerous goods, the customer shall:
    • Disclose fully the nature and properties of such goods to Whelson; and
    • Prior to loading, give Whelson special detailed instructions to enable Whelson to place such goods for the proper safety and handling; and
    • Comply with all regulations governing the loading, off-loading, storing and carriage of such goods.
  • In the event of the customer failing to disclose the dangerous nature of any goods, or in the event of any goods becoming a danger to persons or property, whether the dangerous nature thereof has been disclosed or not, Whelson shall be entitled immediately, and without prior notice to the customer, to discharge or dispose of any such goods in any manner, and Whelson shall not be liable for any loss or damage arising from such discharge or disposal whatsoever. Whelson shall furthermore be entitled to recover from the customer the freight in respect of any such carriage, notwithstanding the non-delivery of such goods together with any expenses incurred in discharging or disposing thereof;
  • The customer:
    • Shall be liable for all loss and/or damages suffered by Whelson or any other person/s howsoever caused by the dangerous goods whether the dangerous nature thereof has been disclosed or not;
    • Hereby indemnifies Whelson against all liability and all claims by any person/s whomsoever arising from such loss and/or damage.
    • In the event of the vehicle being delayed or damaged due to the customer’s failure to comply with any of its obligations in terms hereof, the customer shall be liable for additional charges at Whelson’s stipulated rates, alternatively, reasonable rates, and/or such damages as the case may be.
  • In the event that Whelson’s vehicle is delayed by virtue of the weight of the goods exceeding the limits imposed by the law, Whelson reserves to itself the right to abandon the goods so as to enable its vehicle to continue with its journey and the customer shall have no claim against Whelson by reason of such abandonment. In the circumstance Whelson, in its sole discretion may elect to pay any fine then applicable and to claim such payment back from the customer.
  • In the event of any damage whatsoever being caused to Whelson’s vehicle whilst loading or off-loading goods, then and in such event the customer shall be liable for the fair and reasonable costs of repairing the damages sustained to Whelson’s vehicle, and restoring the vehicle to the condition it was in, prior to the damage sustained by it.
  • It shall be the customer’s obligation to maintain all sites (where loading as well as off-loading takes place) in a clear and level condition in order that the vehicle used by Whelson shall not in any way become damaged whilst upon such sites. The customer shall be responsible for and shall compensate Whelson in respect of all or any damage sustained by Whelson to any of its vehicles, should any of Whelson’s vehicles or any portion thereof, or any of Whelson’s equipment become damaged whilst such vehicles are on or in the process of entering upon or leaving any loading or off-loading sites, however such damage is caused, whether as a result of loading, off-loading or whether as a result of the sites not being in a proper or good state of repair and/or whether such damage occurs because such sites are not clear and level.  The customer shall be liable for such damage, whether same is direct, indirect or consequential.  Similarly, should any of Whelson’s vehicles and/or any portion thereof and/or its equipment become damaged whilst such vehicles are in transit, through any fault of the customer and/or its servants or agents, and whether as a result of loading or otherwise, or whether as a result of the load itself, then the customer shall be responsible and shall compensate Whelson for any such damage, whether the same be direct, indirect or consequential.

The carriage of goods constituting abnormal loads shall be subject to the following special terms and conditions:

  • Adequate notice shall be given to Whelson to enable it to prepare drawing of such loads, route surveys and local authority clearances and to submit these items to the Provincial and/or Local authorities for their respective consents;
  • The Roads and Bridges Authorities approve a suitable and direct route and do not subsequently vary such route;
  • The customer shall bear the cost of obtaining the consents from the above authorities, removing and replacing any obstacles during loading, off-loading or en-route, raising and reinstating overhead wires, switching the electric power off and on, traffic escorts required and pavement and obstruction fees levied by the authorities concerned, and any other additional services incidental to and necessary for the carriage of such loads where such costs have not been included in the freight quoted by Whelson;
  • The hours and speed of such transportation shall be subject to regulation by the authorities concerned;
  • Whelson not be liable for any damage to any person or property caused by the passage of such loads over and through such property and the customer hereby indemnifies Whelson against all liability and claims whatsoever, by any person whomsoever for:
    • Any such damages to such person and/or property and for any consequential loss or damage arising therefrom;
    • All legal costs incurred by Whelson in resisting any such claims, calculated on the scale between attorney and one’s own client.
    • Whelson shall be under no obligation whatsoever to insure the goods.
  • Whelson has the facility to offer comprehensive goods in transit insurance, including hijacking cover. Unless stated to the contrary in writing, quoted rates exclude insurance and goods are carried at the customer’s risk.  Should the customer require Whelson to insure goods carried, Whelson requires a letter from the customer stating the following:
    • That the goods carry no form of insurance;
    • That the customer requires insurance from Whelson;
    • The value to which the load must be insured (cost price);
    • The estimate loads per month;
    • The commodity being carried.
  • The letter must be as detailed as possible, showing all variances of the load. The additional cost per load for insurance will be supplied on presentation of the said letter and shall be for the customer’s account.  In the absence of this letter, Whelson is deemed not to have taken out insurance for and on the customer’s behalf and the customer is accordingly deemed to carry its own insurance.
  • It shall not be obligatory upon Whelson to effect insurance on any goods being handled or stored upon express instructions given in writing by the customer, and all insurance effected by Whelson is subject to the usual exceptions and conditions of the policies of the insurance company or underwriter taking the risk. Whelson shall not be under any obligation to effect a separate insurance on each consignment, but may declare each on an open or general policy.  Should the insurers dispute their liability for any reason, the insured shall have recourse against the insurers only and Whelson shall not be under any responsibility or liability in relation thereto, notwithstanding that the premium upon the policy may not be at the same rate as that charged by Whelson or paid to Whelson by the customer.
  • In all cases where there is a choice of tariff rates of premium offered by carriers, warehousemen, underwriters or others, depending upon the value declared or the extent of the liability assumed by the carrier, warehousemen, underwriter or other person, it shall be in the entire discretion of Whelson as to what declaration, if any, should be made and what liability, if any, should be imposed on the carrier, warehousemen, underwriter or other person, unless express instructions in writing are timeously given by the customer.

The customer hereby waives all and any claims of whatsoever nature against Whelson arising out of the transportation of the goods, whether the goods were transported by Whelson or by its sub-contractor.  In addition the customer indemnifies Whelson against all or any claims of whatsoever nature which may be made against Whelson by any person/s whomsoever.  This indemnity shall include legal fees incurred by Whelson in contesting such actions/claims calculated on the scale as between attorney and one’s own client.

    • Except under special arrangements previously made in writing, Whelson shall not accept or deal with any dangerous goods. Any persons delivering such goods to Whelson or causing Whelson to handle or deal with any such goods, except under special arrangements previously made in writing, shall be liable for all loss or damage caused thereby and shall be deemed to have indemnified Whelson against all penalties, claims, damages, costs and expenses arising in connection therewith and the goods may be destroyed or otherwise dealt with at the sole discretion of Whelson or any other person in whose custody the goods may be at the relevant time.  If such goods are accepted under special arrangements previously made in writing, they may nevertheless be so destroyed or otherwise dealt with if, in the sole discretion of Whelson, they become dangerous to other goods or property or to any person.
  • The customer accepts responsibility for all damage or loss and hereby indemnifies Whelson against all claims arising out of the presence of any dangerous goods. Whelson does not accept any responsibility for demurrage charges howsoever incurred or any other charges of any nature whatsoever.
  • Whelson shall not in any circumstances be liable for damages arising from loss of goods, or damages attributable to delay during forwarding or transit, or for failure (not amounting to wilful default) to carry out the instructions given to it.
    • Whelson reserves the right to employ sub-contractors and/or agents to act for it. In the event of it doing so, all the conditions exempting Whelson  from liability, and requiring the customer to indemnify Whelson as hereby included and shall apply mutatis mutandis in favour of such sub-contractor and/or agent.
  • In the event of Whelson employing a sub-contractor, Whelson shall act as agent only and the sub-contractor as principal and Whelson shall have no responsibility or liability to the customer for any act or omission on the part of the principal, notwithstanding that Whelson may be responsible for payment of the principal’s charges.

Notwithstanding anything herein contained to the contrary, the customer is deemed to contract with Whelson in a principal capacity and not in the capacity as agent.  Ownership of the goods is at all material times deemed to vest in the customer.


Without limiting or prejudicing Whelson’s rights in terms hereof, the customer shall notify Whelson of any loss, damage, complaint or claim within 36 (THIRTY SIX) hours from the time of off-loading, or in the case of late delivery or non-delivery of the goods, within 36 (THIRTY SIX) hours form the scheduled time of off-loading, failing which any claim arising therefrom shall ipso facto lapse and be unenforceable.  No such claim or dispute arising therefrom shall be capable of set-off, or otherwise constitute a defence to any claim Whelson may have against the customer.

    • 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.
  1. 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.
    • 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.
    • 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.
  1. 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.
  1. 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.
  1. The headnotes to the various clauses contained herein are for reference purposes only and do not effect the interpretation of the individual clauses.