GENERAL TERMS AND CONDITIONS OF SALE AND DELIVERY

 
I. General

1. Our General Terms and Conditions of Sale and Delivery shall apply exclusively to all products supplied by us, including all consumer goods, resale goods, furnishings, accessories, etc.. We do not recognize any terms and conditions of the customer that deviate from or conflict with our General Terms and Conditions of Sale and Delivery, unless we have expressly agreed to their validity in writing. Our General Terms and Conditions of Sale and Delivery shall also apply if we deliver without reservation in the knowledge of deviating terms and conditions of the customer or terms and conditions of the customer that conflict with our General Terms and Conditions of Sale and Delivery.

2. Verbal collateral agreements shall not be valid. In order to be valid, collateral agreements and contract provisions must be made in writing in advance and signed by both parties by a person authorized to represent them in a legally binding manner. This shall also apply to the written form requirement.

3. Orders and their changes, if any, shall be made in writing.

4. If you do not respond to our written order confirmation, the order shall be deemed to be legally binding


II. Sales Conditions

1. We deliver exclusively to professional hairdressing salons and hairdressing wholesalers. The customer is not a consumer.

2. With your order you commit yourself to process all products delivered by us only within the scope of your own professional activity and to deliver them to end consumers only within the scope of your professional activity and also only if these products are marketable.

3. Products which, because of their composition or instructions for use, are not marketable for use by end consumers must not be supplied to end consumers for reasons of safety of use.


III. Prices

1. Our invoice prices are net prices based on the price list valid at the time of performance and apply ex delivery warehouse plus the statutory value added tax valid at the time of performance

2. There is no commitment to the prices agreed in previous orders.


IV. Delivery and delivery times

The shipping method will be determined by us. The minimum invoice net value for the shipment of goods is 50.00 € or corresponding local currency per order. For online store orders with credit card payment, the minimum invoice net value is 100.00 € or corresponding local currency per order. Delivery is free of charge within the Federal Republic of Germany. Cash on delivery charges shall be borne by the customer. In the event of refusal to accept cash on delivery or a failed delivery, insofar as this is the responsibility of the customer, the associated costs shall be borne by the customer.

1. We strive to meet agreed delivery dates, but cannot guarantee this. The delivery is always subject to the reservation of us obtaining sufficient supplies. We will notify the customer immediately if we cannot obtain sufficient supplies. Kao South Africa (PTY) Ltd. does not assume any procurement risk.

2. The contractually agreed delivery period shall be reasonably extended in the event of unforeseen obstacles beyond our control. These also include obstacles such as for example strikes and lockouts, operational disruptions, delays in our supplier's production and the like.

3. If we are in delay of delivery, the customer shall grant us a grace period of 30 days. If we have not delivered by the expiry of this grace period, the customer shall be entitled to withdraw from the contract. The setting of the grace period and the withdrawal must be declared in writing in each case.

4. Other claims due to delay, in particular damages, are excluded.


V. Terms of payment and shortening of the advance notice period SEPA, consent to credit assessment:

1. All invoice amounts are payable net within 30 days. For payment within 8 days of the invoice date, we grant a 2% discount or 3% discount in the direct debit procedure. Otherwise, the terms of payment shown on the invoice shall apply.

2. Shortening of the advance notice period in the SEPA procedure: If Kao South Africa (PTY) Ltd. executes the due payment by means of the SEPA direct debit procedure, the customer agrees to a reduction of the notice period (prenotification) from 14 days to 5 days. Kao South Africa (PTY) Ltd. shall send an advance notice (prenotification) with the specific amount and date on the respective invoice no later than five (5) banking days before the respective due date.

3. The decisive point in time for the deduction of the discount is the receipt of the invoice amount on our account.

4. If the price on the part of the manufacturer or a factor which is decisive for the price formation such as wages/energy, packing material or transport costs/auxiliary-, operating- or raw materials changes until the day of delivery, we shall be entitled to adjust the price accordingly.

5. If the payment deadline is exceeded, we shall be entitled to charge default interest according to the statutory provisions from the date of default.

6. All payments shall be made exclusively in Rand to one of the accounts indicated on our invoices. For payments of all kinds, the day of fulfillment is the day on which we can dispose of the amount.

7. If partial payments have been agreed and the customer is in default with at least two consecutive partial payments in whole or in part, the entire remaining debt shall become due for payment immediately.

8. Incoming payments shall always be booked first to the oldest liability. This shall also apply if the customer has provided for a different booking, unless this has been expressly assured by us in writing.

9. The customer shall only be entitled to set-off, retention or reduction, even if notices of defect or counterclaims are asserted, only if the counterclaims are recognized by us, have been legally established as final and absolute or are undisputed.

10. We shall be entitled to set off any claims we may have against the customer against any claims the customer may have against us.

11. For the purpose of credit assessment, data may be exchanged with the credit agencies listed below. Kao South Africa (PTY) Ltd. reserves the right to obtain creditworthiness information based on mathematical-statistical procedures from the companies listed below for each order process when products are ordered. The customer can obtain information on his payment behavior and creditworthiness from the companies listed below. Kao South Africa (PTY) Ltd. itself does not have any detailed information on this. The customer's attention is expressly drawn to the collection of data for the purpose of creditworthiness checks. Further ordering of products from Kao South Africa (PTY) Ltd. requires consent to the collection and use of data for the purpose of credit assessment.
The customer waives the right to separate notification towards the mentioned companies in the event of data transmission.

These can be the following credit agencies:

• CRIF Bürgel GmbH, Leopoldstraße 244,
D-80807 München, Tel.: +49 (0)40 89803-0, Fax: -777/ 778
• Verband der Vereine Creditreform e.V., Hammfelddamm 13,
D-41460 Neuss, Tel.: +49 (0)2131-109-0, Fax: -8000
• SCHUFA Holding AG, Kormoranweg 5, D-65201 Wiesbaden

(Information about the data stored concerning you can be obtained from SCHUFA Holding AG, Verbraucherservice, Postfach 5640, 30056 Hannover)
In special cases, provided that the customer has given his consent to the identity and creditworthiness check for all purchases from Kao South Africa (PTY) Ltd. until revoked, it is possible to revoke this consent in writing to Kao South Africa (PTY) Ltd. at any time.


VI. Liability for Defects, Statute of Limitations

1. Damage must be reported immediately after delivery of the goods. The customer is obliged to inspect the delivered goods immediately after delivery and to notify Kao South Africa (PTY) Ltd. of existing defects in writing without delay (at the latest by the second working day after delivery). Hidden defects must be reported immediately after discovery. Defects that are reported late, i.e. contrary to the above obligation, will not be taken into account by Kao South Africa (PTY) Ltd. and are excluded from the warranty. Notifications of defects will only be recognized as such by us if they have been communicated in writing. Notifications of defects made to field staff or carriers or other third parties do not constitute notifications of defects made in due form and time.

2. In the event of a defect, the goods may only be returned to Kao South Africa (PTY) Ltd. with our prior consent. Returns made without our prior declaration of consent need not be accepted by us. In this case, the customer shall bear the costs of the return shipment.

3. In the event that a rectification or replacement delivery is made on the basis of a justified notification of defect, the provisions on the delivery time shall apply accordingly.

4. The existence of a defect which has been established as such and communicated by an effective notification of defect shall give rise to the following rights of the customer:

a. In the event of a defect, the customer shall first have the right to demand supplementary performance from us.
The right to choose whether a new delivery of the item or rectification of the defect takes place is at Kao South Africa (PTY) Ltd.'s sole discretion.

b. In addition, Kao South Africa (PTY) Ltd. has the right, if an attempt at supplementary performance fails, to carry out a new supplementary performance, again at Kao South Africa (PTY) Ltd.´s sole discretion. Only if the repeated supplementary performance also fails shall the customer be entitled to withdraw from the contract or reduce the purchase price.

5. The customer may claim damages or reimbursement of futile expenses only in cases of gross negligence or intentional breach of the obligation to deliver defect-free goods. He must prove the reason and the amount of the damage incurred. The same applies to the futile expenses.

6. The warranty period is one year, beginning with the delivery of the goods. Claims for damages by the customer due to a defect become time-barred one year after delivery of the goods. This does not apply if Kao South Africa (PTY) Ltd. has acted with gross negligence and in the event of injury to the life, body or health of the customer.


VII. Liability for breach of duty by Kao South Africa (PTY) Ltd. in other respects

Without prejudice to the provisions on warranty and other special provisions made in these General Terms and Conditions of Sale and Delivery, the following shall apply in cases of breach of duty by Kao South Africa (PTY) Ltd.:

1. The customer must grant Kao South Africa (PTY) Ltd. a reasonable period of grace for supplementary performance to remedy the breach of duty, which may not be less than three weeks.
2. Only after the unsuccessful expiry of the period of grace for supplementary performance may the customer withdraw from the contract and/or claim damages.
3. Kao South Africa (PTY) Ltd. is liable for damages - regardless of the legal grounds - in the event of intent and gross negligence. In the case of simple negligence, Kao South Africa (PTY) Ltd. is only liable for damages arising from injury to life, body or health and for damages arising from the breach of an essential contractual obligation. In the latter case, Kao South Africa (PTY) Ltd.'s liability is limited to compensation for foreseeable, typically occurring damage.
4. If the customer is solely or predominantly responsible for circumstances which would entitle him to withdraw from the contract, or if the circumstance entitling him to withdraw from the contract occurred during the customer's default in acceptance, withdrawal from the contract shall be excluded.
5. 5. If the customer does not accept the ordered products and services or if he wishes to withdraw from the contract without a justifiable reason, we shall be entitled to withdraw from the contract instead of fulfilling it or to claim damages for non-performance.


VIII. Retention of Title

1. The goods delivered by us shall remain our property until all our present claims against the customer as well as all future claims, insofar as they are related to the delivered goods, have been satisfied. The retention of title here expressly refers to all products delivered by us, as defined above under I.1.

2. Ownership-transfer of goods for security and any other disposal of the goods prior to full payment is only permitted with the prior written consent of Kao South Africa (PTY) Ltd.

3. The customer may resell goods intended for resale in the ordinary course of business. However, he hereby already now assigns to us all claims arising from this resale, irrespective of whether the goods subject to retention of title have been resold without or after processing.

4. If the value of the security agreed under this Clause VIII exceeds our claims against the customer by more than 20%, we shall, at the customer's request, release security of our choice to the corresponding extent.


IX. Debt Collection

Our sales representative is authorized to collect only upon presentation of a written power of attorney.


X. Confidentiality

The customer is obliged to keep all company-specific knowledge about Kao South Africa (PTY) Ltd. strictly secret. This knowledge may only be disclosed to third parties with our express consent. The obligation to maintain secrecy shall also apply after a contract has been fulfilled. It shall expire if and insofar as the company-specific information brought to the attention of the customer has become generally known.


XI. Place of Performance

The place of performance is Midrand. The jurisdiction of the Johannesburg local court is agreed in the event that claims are asserted against registered traders. Our contractual relations with the customer shall be governed by the laws of South Africa. The application of the UN Convention on Contracts for the International Sale of Goods of 11.04.1980 is excluded.


XII. Binding nature of the provision of the General Terms and Conditions of Sale and Delivery

Should one of the above provisions be or become invalid, this shall not affect the validity of the remaining provisions. The invalid provision shall be replaced by a valid provision that corresponds to the invalid provision


End of the General Term and Conditions of Sale and Delivery.