1. This agreement will be governed by the laws of the Republic of South Africa;

2. This agreement constitutes the whole of the agreement between the parties and no variation, amendment, deletion or addition will be valid unless stipulated in writing and signed by both parties;

3. No indulgence, latitude, extension of time or delay or the like granted by FAGRON to the customer shall in any way whatsoever be constituted as a novation or wavier of any rights which FAGRON may have against the customer;

4. Should any of the provisions of this agreement be held by court to be invalid, void or unenforceable the invalid, void or unenforceable provision(s) will be struck from these terms and conditions but the remainder of these terms and conditions will be valid and binding;

5. The customer shall not be entitled to cede or assign any rights or delegate any obligations under this agreement without the prior written consent of FAGRON.

6. The granting of a credit facility to the Customer will be in the sole discretion of FAGRON, and the Customer will be informed in writing should the credit facilities be granted and will be provided with a limit applicable to the facilities.

7. Should the Customer wish to increase its limit under the credit facility an application for an increased facility shall be submitted to FAGRON and the granting of any increased facility will be in the sole discretion of FAGRON.

8. All amounts owing to FAGRON by the Customer shall be paid within 30 days from date of statement

9. The Customer shall not be entitled to withhold any amount payable to FAGRON or to make any deductions therefrom or to set any such amount off against any other amount which is actually or allegedly owed the Customer by FAGRON

10. The Customer will ensure that the goods are only used in accordance with any instructions for the safe use of the goods that may be given to the customer by FAGRON. Any instructions so given by FAGRON are intended as a guide only and FAGRON does not accept any responsibility for any loss or damage that may occur in relation to the use of the goods except where such claims, suits, losses, damages, costs, fees or expenses arise or result from any negligent or wrongful act or omission of FAGRON.

11. The customer undertakes to comply with any instructions for the safe use of the goods it may receive from FAGRON as well as all other legal requirements relating to the safe use of the goods.

12. Notwithstanding any other provision in this agreement, should the Customer fail to pay any amount due in terms of this agreement on due date thereof or commits a breach of any other term of this agreement and fails to remedy such breach upon 10 business days’ written notice to do so, FAGRON shall have the right, but will not be obliged, to cancel the agreement upon 20 business days’ written notice to the Customer in which event the full outstanding balance, whether due or not, will immediately become due and payable by the customer to FAGRON and institute legal action for amounts due and/or damages.

13. If the customer:
i. being an individual dies or is provisionally or finally sequestrated or surrender his or her estate; or
ii. being a partnership, is dissolved; or
iii. being a company or close corporation is placed under provisional or final liquidation or judicial management;
iv. commits an act of insolvency as defined in any statute or in terms of the common law in force in the Republic of South Africa from time to time; or
v. compromises or attempts to compromise with its creditors; then,

and in such event FAGRON may, on 20 business days’ written notice to the customer, summarily cancel the agreement without prejudice to any other rights which FAGRON may have, in which event the full outstanding balance, whether due or not, will immediately become due and payable by the customer to FAGRON.

14. The Customer indemnifies and holds harmless and defends FAGRON and its subsidiaries or related companies, directors, officers, employees and agents from and against any and all claims, suits, losses, damages, costs, fees and expenses arising out of the death or injury to any person or damage to property resulting from the use of the goods by the customer, except where such claims, suits, losses, damages, costs, fees or expenses arise or result from any negligent or wrongful act or omission of FAGRON.

15. FAGRON warrants that the goods supplied in terms of this agreement shall be of FAGRON’S standard quality and are reasonably suitable for the purpose for which they are generally intended. All pharmaceutical compounds received are to be immediately checked by the customer upon delivery with the courier person present. Any obvious issues such as damage, box received open, incorrect delivery must be endorsed on the respective waybill document and returned with the courier immediately. For any complaints or problems regarding pharmaceutical compounds, FAGRON is to be informed by the customer within 10 business days of the date of delivery. After such time, FAGRON will unfortunately not be able to entertain any complaints regarding compounds and products received.

16. FAGRON makes no other warranty of any kind, either express or implied.

17. In no event shall FAGRON, its directors, officers, employees or agents be liable for any incidental, consequential, indirect or special damages, including punitive damages or attorney’s fees, whether foreseeable or unforeseeable based on claims of the Customer or its clients (including but not limited to claims for loss of business, goodwill, profits, loss of money or use of goods or impairment of other assets) arising out of breach of any express or implied warranty, breach of contract, misrepresentation, negligence, in delict or otherwise in connection with or arising out of the contract, except in the case of personal injury or property damage and only to the extent that applicable law requires such liability.

18. No liability for damages will be attributed to FAGRON resulting from unsuitable or improper use or handling of the goods by the Customer or a third party, improper or negligent handling or storage, unless FAGRON is responsible for such influences.

19. I, by my signature below, hereby bind myself in my private and individual capacity as surety for and co-principal debtor with the Customer in favour of Fagron for the due performance of any obligations of the Customer and for the due payment to Fagron by the Customer of any amounts which may now or at any time be or become owing to Fagron by the Customer

20. I understand that my liability for amounts owing by the Customer to Fagron is not limited to any credit limit granted by Fagron to the Customer.

21. I agree and declare that this suretyship shall remain in full force and effect as a continuing covering suretyship for so long as any amounts remain owing by the Customer to Fagron and notwithstanding the temporary extinction of the Customer’s indebtedness to Fagron.

22. I acknowledge and understand that as surety and co-principal debtor, I waive and renounce the benefits to which I may be entitled to arising from the legal exceptions including, but not limited to:
i. excussion – the right to require the Company to proceed first against the Customer for payment of any debt owing to the Company before proceeding against me;
ii. cession of action – the right to require the Company to give cession of the action for payment of debts to me before any action against me may be taken;
iii. the benefit of simultaneous citation and division of debts – the right of a co-surety to be liable only for his pro rata share of the principal debt;
iv. the right to an accounting from the Company.

23. A certificate under the hand of the Managing Director or Financial Officer or Accountant, whose authority or appointment need not be proven, of FAGRON as to the existence and the amount of the Customer’s indebtedness to FAGRON, as well as the amount of interest accrued thereon, and as to any other fact, matter or thing relating to the Customer’s indebtedness to FAGRON shall be accepted as sufficient (prima facie) proof of the content and correctness thereof and of the amount of the Customer’s indebtedness for the purpose of provisional sentence or summary judgment or any other proceedings against the Customer in any competent court.

24. The customer chooses as its domicilium citandi et executandi the physical address provided in Section 1 (Customer Information) of the application where it will accept service of all letters, notices, accounts and/or other legal documents relating to this agreement;

25. The customer may change its chosen domicilum citandi et executandi upon 14 (fourteen) days written notice to FAGRON to any other address in the Republic of South Africa which is not a post office box or a poste restante.

26. Any legal notice to be delivered as provided for in any Act will be delivered to the Customer in the manner as chosen by the Customer in Section 4 (General Information) to its chosen domicilium citandi et executandi.

27. The Customer shall be liable to FAGRON for all legal expenses on an attorney- and client scale incurred by FAGRON in the event of default or breach of this agreement by the Customer or any litigation in regard to the validity and enforceability of this agreement or for any tracing collection or valuation fees incurred

28. The customer consents that legal proceedings may be instituted in any Magistrate’s Court having jurisdiction regarding any legal action taken against it by FAGRON arising from this agreement. Notwithstanding this consent FAGRON will have the right to institute action against the customer in any competent court having jurisdiction, including any High Court.

29. In terms of the Protection of Personal Information Act, 2013 (Act 4 of 2013), also called the POPI Act or POPIA, which came into effect on 1 July 2021, we would like to assure you that Fagron treats your personal information with the utmost of privacy.

30. The applicant unconditionally and voluntarily, consents to the processing of the submitted personal information for any and all purposes related to this agreement.

The applicant agrees and consents that his or her personal information may be processed by, or on behalf of either of the Parties for the purposes set out in the Agreement. Fagron shall ensure that any personal information that is processed by it in the course of performing its obligations under the Agreement is done in accordance with POPI.

Fagron shall implement and maintain an effective security safeguards that includes, but is not limited to administrative, technical, and physical safeguards, and appropriate technical and organisational measures, in each case, adequate to insure the security and confidentiality of personal information, and to protect against any anticipated risks to the security or integrity of personal information, protect against unauthorized access to or use of personal information, protect personal information against unlawful processing or processing otherwise than in accordance with this agreement, and protect against accidental loss, destruction, damage, alteration or disclosure of personal information.