Terms and Conditions

1. Legend & Definitions

1.1.    1 The Customer is the legal entity with whom any of the subsidiaries of Tarsus has the business relationship.

1.2.    2 A person is connected with an individual if that person is the individual’s spouse, or is a relative, or the spouse of a relative, of the individual or of the individual’s spouse.

1.3.    3 The percentage of shareholding with voting rights is a good indicator of control over a legal person (the Customer), as a shareholder with a significant percentage of shareholding, in most cases, exercises control. It may also include the natural person who exercises control over the management of the legal person, including in the capacity of an executive officer, non-executive director, independent non-executive director, director, or manager (including executive control over a partnership).

1.4.    4 Ultimate Beneficial Owner is the natural person that exercises ultimate ownership or control of the legal entity.

1.5.    5 Source of Wealth means the activities that have generated the total net worth of the Customer, that is, the activities that produced the Customer’s funds and property (for example inheritance, savings, cash flow from business activities, etc).

1.6.    6 Source of Funds means the origin of the funds involved in a business relationship or single transaction. It includes both the activity that generated the funds used in the business relationship (for example the Customer’s salary, occupation, business activities, proceeds of sale, corporate dividends, etc.), as well as the means through which the Customer’s funds were transferred.

1.7.    7 A Bearer Share is a share certificate which is the property of whoever happens to be in possession of it at any given time. Accordingly, no record of ownership is maintained by the issuing company.

1.8.    8 A Politically Exposed Person (PEP) / Prominent Influential Persons (PIP) is an individual who holds or has held a prominent public function. Within this position, the person has a level of influence and control over public funds, benefits and decision-making. FICA distinguishes between two types of politically exposed persons, a DPIP and a FPPO.

1.9.    9 DPIP - Domestic Prominent Influential Person is an individual who holds, including in an acting position for a period exceeding six months, or has held at any time in the preceding 12 months in South Africa, a prominent public function as listed in Schedule 3A of FICA, 2017.

1.10. 10 FPPO - Foreign Prominent Public Official is an individual who holds or has held, at any time in the preceding 12 months, in any foreign country, a prominent public function as listed in Schedule 3B of FICA, 2017.

1.11. The goods mean any goods, including software and or warranties delivered electronically, and services as indicated on any forms, price lists, quotations, orders, or invoices of Tarsus Distribution (Pty) Limited ("Tarsus") or supplied by Tarsus.

1.12. ESD means Electronic Software Delivery.

1.13. Vis Major means any event that is outside of Tarsus’ reasonable control including but not limited to: any national state of disaster or other circumstances impacting the availability of the goods as required by Tarsus and within the times required by Tarsus, or preventing the free supply of goods or free movement of people or goods; pandemic; war (declared or not); terrorism; robbery or theft; hi-jacking; civil unrest; loss of warehousing; fire; explosion; strikes; lockouts; international restrictions; any actions of government (foreign or local); the inability of the vendor / manufacturer to meet an order of Tarsus within usual and / or required time frames for any reason; or the inability or failure of the vendor / manufacturer to supply or deliver the goods to Tarsus in South Africa within usual and / or required time frames for any reason.

1.14. Tarsus has committed to protecting the Customers PI and to complying with the Protection of Personal Information Act 4 of 2013 (“POPI”) as amended and all other applicable legislation.

1.15. For purposes hereof the terms “Personal Information” (or PI) and “Processing” have the meanings given in POPI. “Process” and “Processed” shall be defined with reference to Processing.

2. Prices and Quotations

2.1.    Where no quote is issued, the price of the goods shall be the price as set out in the price lists published by Tarsus Distribution (Pty) Limited ("Tarsus") at the time that the order is accepted or, where there is no published price, then the usual price charged by Tarsus. Tarsus reserves the right to change prices and price lists from time to time.

2.2.    Prices quoted are valid for a period of twenty-four (24) hours from date of quote, and are subject to the conditions below:

2.2.1. The terms and conditions as set out in this agreement shall apply to the exclusion of all the Customers’ terms, in respect of all transactions concluded between Tarsus and the Customer and shall apply to all quotations issued by and all orders processed by Tarsus and to the supply, sale and delivery of all goods or services by Tarsus, including delivery by ESD.

2.2.2. The placing of any order for goods shall be deemed and is agreed to constitute agreement to these terms and conditions and to the provision of the POPI Consent.

2.2.3. Foreign Exchange: prices quoted are subject to foreign currency fluctuations.

2.2.4. If the Rand fluctuates against the applicable foreign currency from the date of the quotation and the date on which the Customer’s Purchase Order is accepted by Tarsus, Tarsus reserves the right to re-quote and Tarsus reserves the right to increase the price of such goods in accordance with the Exchange Rate increase.

2.2.5. In the event of the shipping, airfreight or other transportation costs increasing between the date of the quotation and the date on which the Customer’s Purchase Order is accepted by Tarsus, Tarsus reserves the right to increase the price of such goods in accordance with the cost increase.

2.2.6. the event of a manufacturer’s price being increased between the date of the quotation and the date on which the Customer’s Purchase Order is accepted by Tarsus, Tarsus reserves the right to increase the price of such goods in accordance with the manufacturer’s price increase.

2.2.7. A purchase order or order placed against a quotation is deemed to be and shall constitute acceptance of that quote. Tarsus may accept any orders received from the Customer or their duly appointed specified users on Tarsus Distribution’s online Portal in respect of goods constituting software.

2.2.8. Tarsus reserves the right to invoice Customers for goods ordered on Tarsus Distribution’s online Portal and those which were procured upon written request either via a non-cancellable irrevocable order, official purchase order or an email instruction received.

2.2.9. Orders for software placed on Tarsus Distribution’s online Portal by the Customers duly appointed specified users shall bind the Customer and be orders of the Customer.

2.2.10. Tarsus reserves the right not to accept any order.

2.2.11. Acceptance by Tarsus of any order and all delivery obligations are always subject to the availability of the goods.

2.2.12. All goods shall remain the property of Tarsus until paid for in full and are sold only with the original equipment manufacturers warranty. Tarsus gives no additional warranty and excludes all other warranties on goods save to the extent that a South African law expressly imposes a warranty that cannot be excluded. The Customer shall be responsible for checking specifications of goods and that they are fit for purpose before placing the order.

2.2.13.    Errors and Omissions are exempted and shall not bind Tarsus. Tarsus reserves the right, at any time, to correct any error or omission.

2.2.14.    Unless otherwise stated in the quote, prices exclude VAT.

3. Payment And Invoices

3.1.    The Customer shall pay the amount on the tax invoice. Payment is due immediately save for credit approved Customers, in which event payment is due within thirty (30) calendar days of date of the statement.

3.2.    Where the Customer uses the postal (or any third party or delivery) service for any purpose, such service shall be deemed to be the agent of the Customer. Likewise, where the Customer uses Internet banking, the bank shall be deemed to be the agent of the Customer.

3.3.    The Customer hereby consents and agrees that Tarsus may issue tax invoices, credit notes and debit notes (collectively “Invoices”) to the Customer in electronic form (this includes Emails). Tarsus may issue separate invoices for each delivery. The Customer agrees to retain the invoices in encrypted and readable form for at least 5 years.

3.4.    The Customer shall not for any reason withhold payment or make set offs or deductions from any payment due by it. No extension of payment terms will be effective unless reduced to writing and signed by a director or duly authorized representative of Tarsus.

3.5.    Tarsus shall have the right to suspend deliveries and to exercise its rights in terms of clause eight if any amount due by the Customer is unpaid.

3.6.    If any amount is not settled in full on due date Tarsus shall be entitled, without prejudice to any of its rights, to:

3.6.1. immediately institute action against the Customer and/or

3.6.2. cancel the sale and / or any outstanding orders or deliveries, and in all cases claim damages.

3.7.    Should any amount not be paid by the Customer on due date, the full outstanding amount in respect of all purchases by the Customer shall automatically become due and payable, and the Customer shall be liable to pay interest in respect of amounts unpaid at the compound rate of a 5% (five per cent) above the prime overdraft rate of Nedcor Bank Limited on all overdue amounts from due date until date of payment, calculated and payable monthly in advance. A certificate from Nedcor Bank Limited, signed by any manager of such bank, whose authority and capacity it shall not be necessary to prove, shall be prima facie proof of the interest rate charged.

3.8.    Tarsus will not give notice of a change of banking details other than by way of a letter, signed in manuscript (not electronically) by a director of Tarsus. The Customer is warned and agrees not to act on any other notice of a change of banking details and does so at its risk.

3.9.    Notwithstanding anything to the contrary in any agreement providing for the payment of allowances, rebates, or advertising contributions (hereinafter “Allowances”) by Tarsus to the Customer, where an Allowance is to be settled in cash, Tarsus and the Customer agree that that the Customer will issue Tarsus with a tax invoice. Tarsus and the Customer further agree that in this case, the Allowance is regarded as consideration for the supply of a service.

4. Credit Facilities

4.1.    Tarsus shall have an unfettered discretion to grant, increase, decrease or withdraw credit facilities to the Customer and to determine the nature and extent thereof from time to time without prior consultation with the Customer.

5. Orders

5.1.    The Customer hereby confirms that the goods and services on the tax invoice issued duly represent the goods and services ordered by the Customer (or its duly appointed specified users in the case of software) at the prices agreed to by the Customer and where performance/delivery has already taken place that the services and goods were inspected and that the Customer is satisfied that these conform in all respects to the quantity ordered and were received in good order and condition.

5.2.    Tarsus is entitled to accept written or oral orders. All such orders and any variations to orders will be binding, subject to these standard terms and conditions and may not be varied or cancelled without prior written consent from Tarsus. Tarsus will not be responsible for any errors or misunderstandings occasioned by the Customer’s failure to make the order in writing.

5.3.    Orders shall constitute irrevocable offers to purchase the goods in question at the usual prices of Tarsus as at the date when the Customer places the order of the goods, subject to clause two above, and shall be capable of acceptance by Tarsus by the written acceptance of the purchase order or delivery of the goods.

5.4.    Tarsus reserves the right to cancel or refuse any order or sale at any time without any claim from the Customer  (other than return of payments already made for the goods), if: the exchange rate fluctuates by more than 3% between the date of acceptance of the order and the date that the goods are received by Tarsus from the vendor / manufacturer; or where any Vis Major event endures or is likely to endure for longer than ten (10) calendar days or where the vendor terminates or cancels the rights of Tarsus to distribute their goods or where the vendor cannot or will not supply the goods for any reason not attributable to the fault of Tarsus.

5.5.    The Customer shall provide Tarsus with an order number when placing an order.

5.6.    Any order marked for “Collections” and not collected within 3 days of placing the order may at Tarsus’s election be cancelled and the goods put back into stock for re-sale.

5.7.    Tarsus shall not be obliged to accept any order and may cancel an order or resultant sale, at any time, without claim from the Customer, if the goods cannot be obtained at usual prices from the vendor for any reason.
5.8.    The Customer shall be solely responsible for ensuring that all goods ordered from and / or reflected in any quote issued by Tarsus is correct, meets the end users’ requirements and will be fit for purpose. Tarsus shall not be liable for errors by the Customer or their duly appointed specified users in selecting or ordering any goods.

5.9.    All quotations and all sales and transactions are subject to Tarsus Distribution’s Standard Terms and Conditions applicable as at the time of our acceptance of any order, to the exclusion of all other terms and conditions. A copy of the Standard Terms and Conditions are available on request and on our website at www.tarsusdistribution.co.za/terms-and-conditions.

5.10. Terms added by Tarsus to any quote shall be additional to those contained herein and the terms herein shall, unless otherwise expressly stated in the quote, prevail to the extent of any conflict.

5.11. Tarsus will not be held responsible for any misuse or fraud by the Customer or its duly appointed specified users of the Tarsus Distribution Portal or any software purchased and delivered.

5.12. Tarsus may require the Customer to register users on the Tarsus Distribution Portal as a condition of use. The Customer shall be liable for and bound by all orders placed using its log on credentials or account. The Customer shall be responsible for managing its users and for removing users that are no longer authorized by the Customer to place orders on the Customers behalf.

6. Delivery

6.1.    Any delivery note (copy or original) signed by the Customer and/or its authorized representative and/or its nominated agent and held by Tarsus, shall be prima facie proof that delivery was made to the Customer.

6.2.    Tarsus shall be entitled, at its discretion, to split the delivery and invoicing of the goods ordered in the quantities and on the dates that it decides save where Tarsus has agreed that a specific order may not be delivered in parts.

6.3.    In the event of the Customer choosing to engage its own third party to transport the goods, the Customer indemnifies Tarsus against any claims of any nature whatsoever that may arise from such an agreement with the third party or from any act or omission of the third party. Receipt of the goods by the third party shall constitute delivery to the Customer and the third party shall be the agent of the Customer.

6.4.    Tarsus is entitled to engage a third party(ies) on its behalf to address the logistics, storage and transport all goods purchased by the Customer to the delivery address stipulated by the Customer.

6.5.    Should the Customer wish to receive delivery of the goods by a more expensive method of transportation than that normally used by Tarsus, the Customer shall make such request in writing and, in the event that Tarsus agrees to arrange such special delivery the additional charges shall be debited to the Customer’s account and shall be payable by the Customer.

6.6.    Tarsus does not guarantee that the goods will be dispatched or delivered on any particular date and time, and the Customer shall have no claim against Tarsus in respect of any loss occasioned by any delay in dispatch or delivery of any goods ordered and/or services rendered, nor may the Customer cancel any order by reason of such delay.

6.7.    All obligations of Tarsus to deliver or supply any goods shall be suspended during a Vis Major event or whilst the Customer is in material breach of any obligation, including to pay any amount, to Tarsus.

6.8.    Where the goods delivered do not match the delivery note for the delivery, the goods must not be accepted, the details of the discrepancy between the delivery note and the goods delivered must be recorded by the Customer on the delivery note and all the goods must be given to the driver of the delivery vehicle for return to Tarsus.

6.9.    Goods received in a damaged condition must either be rejected or accepted, and a note of the item and type of damage made on the front of the delivery note. Where the goods are rejected, the goods must be returned as per 6.8, above.

6.10. All goods taken on an evaluation, approval, demonstration basis or all goods taken on consignment by the Customer are deemed sold to the Customer at Tarsus’s usual price if not returned to Tarsus in perfect condition in the original packaging and with all accessories and manuals intact within 5 (five) working days of delivery thereof to the Customer.

6.11. Tarsus reserves the right to stipulate minimum quantities and values of goods that can be ordered and to charge delivery charges, as and when necessary.

6.12. Goods constituting software may be delivered by way of ESD to the Customer. ESD may be by way of email, use of the Tarsus Distribution Portal, other electronic download, or provision of a software activation code, any of which shall constitute valid delivery of the goods. Tarsus may monitor the ESD process. Acceptance of the vendors license shall be a condition of any download or use or software.

7. Ownership & Risk

7.1.    All risk in and to goods sold by Tarsus to the Customer shall pass to the Customer on delivery thereof.

7.2.    Ownership in all goods shall remain vested in Tarsus until the full purchase price has been paid.

7.3.    Goods in the possession of the Customer bearing Tarsus’s name, trademark, labels and/or serial no. are deemed to be those for which payment has not yet been made, and should any breach of these terms occur, may be re-possessed by Tarsus and the Customer consents in such circumstances to the grant of a Court order entitling Tarsus to take possession of such goods. The Customer shall fully insure the goods purchased from Tarsus against loss or damage until the Customer has paid the full purchase price for such goods. Pending payment to Tarsus for goods purchased, all benefits in terms of the insurance policy relating to the insurance of such goods shall be and is hereby ceded to Tarsus.

7.4.    The Customer shall inform the property owner of the premises at which the goods are kept that such goods are the sole and absolute property of Tarsus until such time as the Customer has paid the full purchase price to Tarsus.

8. Breach of Contract and Limitations

8.1.    In the event of a breach of these terms and conditions by the Customer, or if the Customer is sequestrated or placed into liquidation or judicial management or commits any act of insolvency or enters into any compromise with its creditors or fails to satisfy a judgment granted against it within 7 (seven) days of the date of judgment or changes the structure of its ownership, Tarsus shall, without prejudice to any further rights herein or at common law, be entitled to:

8.1.1. Claim specific performance or cancel this agreement and claim immediate payment of all outstanding amounts and interest as well as any damages suffered: and

8.1.2. Take possession of all goods that have not been paid for in full and the Customer consents in such circumstances to the grant of a Court order entitling Tarsus to take possession of such goods.

8.2.    All obligations of Tarsus shall be suspended without claim from the Customer where the Customer is in breach of any obligation to Tarsus.

8.3.    No claim, from Customer, under these terms and conditions will arise unless the Customer has, within 30 (thirty) days of the later of the date on which the alleged breach or defect occurred, or the date on which the Customer should reasonably have been aware of the alleged breach or defect, given Tarsus 30 (thirty) days written notice to rectify any defect or breach of contract.

8.4.    Neither party shall be liable to the other for any indirect, consequential, or special damages howsoever caused or arising. Neither party shall be liable for any direct damages how so ever arising from any breach (proven or non-proven) between the End User and the Original Equipment Manufacturer "OEM".

8.5.    The Customer agrees that neither Tarsus nor any of its employees will be liable for any negligent or innocent misrepresentations made to the Customer, nor shall the Customer be entitled to resile from these terms and conditions on those grounds.

9. Processing of Personal Information

9.1.    The Customer’ personal information and documents, which may be protected by data protection legislation including amongst others, Protection of Personal Information Act, 2013 (POPI), may be uploaded to Tarsus’s designated Customer Verification Third-Party Software Provider (the Software Provider).

9.2.    You are authorising Tarsus and its Software Provider to process the data provided by the Customer and forward personal and other information, including biometric information, provided by the Customer to Tarsus, to the Service Provider and Third Parties (including but not limited to the South African Department of Home Affairs, the South African Revenue Services, educational institutions, credit bureaus, Anti Money Laundering Fraud Prevention screening services and fraud prevention organisations) for verification purposes for Tarsus to comply with FICA.

9.3.    The Customer confirms that Tarsus may rely on the records, representations, warranties, and agreements given by the Customer. Additional information may be requested as needed.

9.4.    To the fullest extent permissible in law, the Customer unconditionally and unreservedly indemnifies and holds the Software Provider, its affiliates, public officers, directors, employees, consultants, agents, licensors and service providers, harmless against all loss, damages, claims, liability and / or costs, of whatsoever nature, howsoever and whensoever arising, as a result of and without limitation, from the use by Tarsus of the Software Provider. In addition, the Customer warrants that they will not seek recourse against the Software Provider on any basis in connection with any information given, or, in the Customer’s view, not given.

9.5.    The Software Provider’s software is hosted on a South African Microsoft Azure server following all industry leading security standards such as encrypted data, secure socket layers and firewalls amongst other security practises. The server is further protected by Eset Server anti-virus. All server security patches are applied, and data breach simulations are tested to ensure security due to the fluid nature of security threats. The data is stored individually, and no party has access to another party’s data at any time.

10. Legal Proceedings

10.1. These terms and conditions shall be governed and construed under and in accordance with the laws of the Republic of South Africa.

10.2. Tarsus shall, at its option and notwithstanding that the amount of its claim or the nature of the relief sought exceeds the authority of the Magistrate’s Court be entitled to institute action out of such court.

10.3. A certificate issued and signed by any director or any duly authorized representative of Tarsus, whose authority need not be proved, in respect of any indebtedness of the Customer to Tarsus or in respect of any other fact, including but without limiting the generality of the foregoing, the fact that such goods were sold and delivered, shall be prima facie proof of the Customer’s indebtedness to Tarsus and prima facie proof of delivery of the goods in terms of this contract.

10.4. Any printout of computer evidence tendered by Tarsus shall be admissible evidence and the Customer shall not be entitled to object to the admissibility of such evidence purely on the grounds that such evidence is computer evidence.

10.5. The Customer’s chosen domicilium address and email address in the reseller application form shall be recognized as the Customer’s domicilium for all purposes in terms of this contract whether in respect of the serving of any court process, notices that payment of any amount is due or communications of whatever nature. Any service that comes to the attention of a director of a party shall be effective from such date regardless of the address or method of delivery.

10.6. In the event of the Customer breaching any of its obligations and/or failing to timeously make payment of any amount to Tarsus, the Customer agrees to pay, and shall be liable to pay, all legal costs incurred by Tarsus in enforcing its rights in terms of these terms and conditions on the attorney/own Customer scale including collection charges, tracing agent’s fees, air fares and export fees.

10.7. Any document will be deemed duly received by the Customer within:

10.7.1.    24 (twenty-four) hours of being emailed to the Customer’s chosen domicilium email address; or

10.7.2.    on being delivered by hand to the Customer or any director or member of the Customer.

11. Arbitration

11.1. Tarsus may elect at its sole discretion, to refer any dispute arising from or in connection with this contract to arbitration which arbitration award shall be final and binding on the Customer and Tarsus.

11.2. The arbitrator will be a person agreed upon by the parties or failing agreement, appointed by the Arbitration Foundation of Southern Africa (AFSA), who shall then finally resolve the dispute or issue in accordance with the Commercial Rules of the Arbitration Foundation of SA. Tarsus may elect not to have the arbitration administered by AFSA.

11.3. The arbitration shall be held at Sandton.

11.4. The arbitrator shall give a reasoned written judgement and may award (and tax) costs on the High Court tariff.

11.5. There shall be a right of appeal where the quantum exceeds two million rand.

11.6. The provisions of this clause shall not preclude either party from access to an appropriate court of law for:

11.6.1.    interim relief in the form of an interdict, mandamus, or order for specific performance, pending the outcome of an arbitration in terms hereof; or

11.6.2.    any other form of relief on the basis of facts which are not disputed, provided that if a dispute arises in the course of the proceedings and Tarsus elects to refer the dispute to arbitration, they shall be stayed pending an arbitration on the dispute in terms hereof.

12. Negotiable Instruments

12.1. Acceptance of a negotiable instrument from the Customer shall not be deemed to be a waiver of Tarsus’ rights under this contract.

13. Returned Goods

13.1. Whilst Tarsus is under no obligation to accept the return of goods, the Customer may apply to Tarsus for permission to return goods and if written permission is given:

13.1.1.    the Customer may return any defective goods to the premises of Tarsus or its nominee at the Customer’s own cost.

13.1.2.    any item delivered to Tarsus will form the object of a pledge in favour of Tarsus for present and past debts of the Customer to Tarsus and Tarsus will be entitled to retain such pledge at a value determined as follows:

13.1.2.1.         the difference between the selling price and the value of the goods at the time that the debt became due.

13.1.2.2.         the value of any repossessed goods or retained pledge goods will be deemed to be the value placed on them by any sworn valuator after such repossession and such valuator will be prima facie proof of the value.

13.2. Tarsus reserves the right to charge a handling fee on goods returned.

13.3. The credit control department must be notified of the relevant invoice, packing slip and batch numbers before any claim will be considered.

13.4. Goods that are not as ordered must be returned, unopened and unused, forthwith and in all cases within 3 days. Goods, whether according with those ordered or not, that are delivered and used, will in all circumstances be deemed to have been ordered at TD’s usual prices and must be paid for. Only unused goods that are not as ordered and that are unused may be returned.

13.5. Tarsus will follow the policies on any returned and/or faulty goods or goods which the vendor regards as “dead on arrival”, as prescribed by the vendor responsible for the brand of goods. Details of prescribed vendor policies are obtainable from Tarsus.

14. Warranties & Indemnities

14.1. Goods are sold only with the manufacturer’s product specific warranties. All other guarantees and warranties, including common law guarantees and warranties in relation to goods and services, are hereby specifically excluded to the maximum extent permissible in law by Tarsus.

14.2. All warranties are immediately null, and void should any equipment be tampered with or should the “seals” on the equipment be broken by anyone other than Tarsus or its appointed nominee, or should the goods be operated outside the manufacturer’s specifications or warranty terms.

14.3. To be valid, warranty claims must be supported by the original tax invoice and the goods must be accompanied by all accessories and manuals. All items must be returned in “as new” condition.

14.4. No warranties whether express or implied shall apply, other than those provided expressly in these Standard Terms and Conditions. Tarsus specifically disclaims the implied warranty of merchantability and fitness for a particular purpose. No representation or warranty, including but not limited to statements of capacity, suitability for use or performance made by employees of Tarsus shall be considered to be a warranty by Tarsus. Any such statements made shall not give rise to any liability of whatsoever nature on the part of Tarsus, its employees, subcontractors, or subsidiaries. Tarsus will not be liable to the Customer for any loss, damage, or expense of any nature, whether direct, special, indirect, or consequential, including but not limited to loss of profits arising out of Tarsus’s performance or the use of the goods or services rendered.

14.5. The Customer indemnifies and holds Tarsus (including its employees, subcontractors or subsidiaries) harmless against all claims of whatsoever nature that may be brought or threatened against Tarsus by any third party arising from or in connection with any act or omission of the Customer or its employees or any breach of any term of this Agreement by the Customer or arising out of any claim by the Customers duly appointed specified users.
14.6. The Customer shall not duplicate copyrighted material. In the event of the Customer duplicating copyrighted material, each attempt to do so will immediately render the full prevailing price in respect thereof payable to Tarsus.

15. Repairs

15.1. Tarsus’s liability in terms of a manufacturer’s warranty is restricted to, in Tarsus or the manufacturer’s discretion, the cost of repair or replacement of faulty goods or services or the granting of credit. Tarsus assumes and shall have no liability at all for the preservation or loss of any data on any goods returned to Tarsus.

15.2. In the case of repairs undertaken by Tarsus repair quotes given are merely estimates and are not binding on Tarsus.

15.3. The Customer hereby agrees that any item returned for a repair may be sold by Tarsus to defray the cost of such repair if the item remains uncollected for a period of 30 (thirty) days after the repairs have been completed and the Customer having been notified thereof.

16. General

16.1. Tarsus reserves the right in its sole discretion to vary or amend any or all these terms and conditions from time to time and any such amended or varied terms and conditions shall be binding on the Customer from the time that the Customer is notified thereof. Tarsus may give notice of such changes on its website, in email signatures, on quotations or any other manner likely to come to the Customers’ attention. The standard terms and conditions are available on our website at www.tarsusdistribution.co.za/terms-and-conditions

16.2. This contract represents the entire agreement between Tarsus and the Customer on the matters dealt with herein and shall govern all future contractual relationships between Tarsus and the Customer.

16.3. No amendment and/or alteration and/or variation and/or deletion and/or addition and/or cancellation of these terms and conditions, including this clause, whether consensual, unilateral, or bilateral shall be of any force and effect unless reduced to writing and signed by a director of Tarsus. No agreement, whether consensual, unilateral, or bilateral, purporting, or obligate Tarsus to sign a written agreement to amend, alter, vary, delete, add, or cancel these terms and conditions shall be of any force and effect unless reduced to writing and signed by a director of Tarsus.

16.4. No relaxation or indulgence with Tarsus may grant the Customer shall prejudice or be deemed to be a waiver of any Tarsus’ rights in terms of these terms and conditions.

16.5. The Customer shall not cede its rights nor assign its rights or obligations under these terms and conditions.

16.6. The Customer undertakes to notify Tarsus within 7 (seven) days of any change of address or change of director, shareholder, address, or the information as set out in this contract.

16.7. The headings in this document are included for convenience and are not to be considered for the purpose of interpreting this contract.

16.8. Each of the terms herein shall be separate and divisible terms and if any such term becomes unenforceable for any reason whatsoever, then that term shall be severable and shall not affect the validity of the other terms.

16.9. The Customer undertakes to inform Tarsus in writing at least 14 (fourteen) days prior to the intended selling or alienating of the whole of or any part of the Customer’s business and failure to do so will constitute a material breach of this contract entitling Tarsus to cancel the contract without further notice to the Customer.

16.10.    Sales of certain goods are subject to the US Government enhanced proliferation control initiative (EPCI) which states  that these goods may not be sold to or be used for the purpose of nuclear weapons/explosive devices, for chemical or biological weapons including key components for the production of such weapons, or for the purpose of missiles or missile systems which deliver weapons for mass destruction. The Customer undertakes to exercise due care to ensure that no such restrictions are breached by it.

16.11. Certain of the vendors (“Listed Vendors”) of goods that we distribute require that Tarsus incorporates and imposes terms and conditions specified by the vendor (“Specified Vendor Terms”), into any sale or distribution of their goods or services. The names of the Listed Vendors and the Listed Vendors Specified Terms are available at www.tarsusdistribution.co.za/terms-and-conditions. Where any goods of a Listed Vendor are sold or supplied by Tarsus, the Listed Vendors Specified Vendor Terms shall apply, in addition to these terms and conditions, to the sale or supply of the Listed Vendors goods and are deemed to be incorporated herein. Customers are advised to check the list of Listed Vendors and the Specified Vendor Terms regularly as these may be changed and updated from time to time by the vendors.

16.12.    Goods are manufactured for standard commercial use and are not intended for use in critical safety systems or nuclear facilities.

16.13.    Tarsus shall at any time, in its sole discretion, be entitled to cede, assign, or subcontract all or any of its rights or obligations in terms of these terms and conditions, including the right to collect any payment, to any third party without prior notice to the Customer.

17. Disclosure of Personal Information & Consent

17.1. By using or continuing to use their Tarsus account or conducting business with a member of the Tarsus group of companies (“Tarsus”), the Customer (“Customer”) accepts and agrees to Tarsus processing Personal Information (“PI”) supplied to, held or collected or Processed by any member of the Tarsus group whether the PI was or is obtained previously, now or in the future.

17.2. The Customer hereby gives the consent to process Personal Information as set out in The Consent to Process Personal Information available at www.tarsusdistribution.co.za, as amended from time to time, and shall be bound by the contents thereof. All obligations of Tarsus are conditional on the Customers consent to process personal information remaining in place. This consent is provided voluntarily and expressly.

17.3. The Customer will ensure continued compliance with all global anti-corruption laws as they relate to themselves and their entire supply chain. Each party will comply with the applicable laws and regulations, including those governing consumer transactions.  Each party is expected to conduct business in strict legal compliance with the highest ethical standards.

17.4. The Customer will comply with all applicable laws against bribery, corruption, inaccurate books and records, inadequate internal controls, and money-laundering, including the U.S. Foreign Corrupt Practices Act, the UK Bribery Act 2010 and the South African Prevention and Combatting of Corrupt Activities Act 12 of 2004 (“Anti-Corruption Laws).

17.5. Customer undertakes to have its own policies regarding the above and further undertakes to provide annual training to its employees who resell, distribute or market the products or services in compliance with all Anti-Corruption Laws. The Customer certifies that this Anti-Corruption training has been provided to its employees and if not, the Customer agrees to participate annually in Anti-Corruption training made available by the Supplier or its Suppliers and certifies that its completion, understanding and compliance therewith.

17.6. With the amendments made to the Financial Intelligence Centre Act (FIC Act no 38 of 2001) (refer to Proclamation no 109 of 2022), new accountable institutions were added to fall under the scope of the FIC Act.  Under item 20 of the amendments which made provision for High Value Goods Distributors, Tarsus had to register as an accountable institution and therefore with effect from 19 December 2022 we are obligated to adhere to the law as set out by the FIC.  This means that Tarsus reserves the right to perform customer due diligence exercises on all registered partners at any given time with a minimum of once a year to comply with the law.

17.7. Failure by the partner to supply Tarsus with the necessary information to conduct the customer due diligence checks (irrespective of the type of account and the terms enjoyed by the partner) may result in the partner’s account being temporarily suspended until the information is received and Tarsus have finalized the due diligence exercise.

17.8. Tarsus may also at its discretion close any accounts without prior notice if the partner refuses to comply with the obligations as set out in the FIC Act.

18. Juristic Person

18.1. The Customer undertakes, represents, and warrants to the Supplier that it is a juristic person as contemplated in Section 1 of the CPA and Section 1 of the NCA, whose asset value or annual turnover exceeds the monetary threshold.

18.1.1.    for the purposes of Section 5(2)(b) of the CPA, as stipulated and calculated in the Regulations contained in Government Gazette No.294 of 01 April 2011, and’

18.1.2.    for the purposes of Section 4(a)(i) of the NCA, as stipulated and calculated in the Regulations contained in General Notice 713 in Government Gazette No. 28893 of 01 June 2006.