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Terms and Conditions​

  • WEBSITE

  • DEFINITIONS

  • COOKIES

  • PRICES

  • ORDERS AND CONFIRMATION

  • PAYMENT AND PRICES

  • DELIVERY

  • RETURNS

  • EXCLUSIONS OF LIABILITY, WARRANTIES AND DISCLAIMERS

  • COPYRIGHT AND INTELLECTUAL PROPERTY RIGHTS

  • DISPUTES

  • PRIVACY AND SECURITY

  • JURISDICTION AND GOVERNING LAW

  • MONITORING

  • CANCELLATION

  • GUARANTEE AND COMPLAINTS MANAGEMENT

  • FORCE MAJEURE

  • BRIBERY AND RESTRAINT

  • GENERAL

 

1. WEBSITE

1.1 By accessing this website, you warrant and represent to Universal Parts Group (Pty) Ltd, registration number 2014/147732/07, a company incorporated in the Republic of South Africa and its subsidiaries and affiliated companies (hereafter referred to as “UPG”) that you are legally entitled to do so and to make use of information and purchase/order the products made available on our website.

1.2 You agree to be bound by these terms and conditions when using and/or accessing this website. By accessing this website, we assume that you accept these terms and conditions in full. Do not continue to use this website if you do not accept all the terms and conditions set out herein.

1.3 This website is owned and administered by UPG. Unless otherwise stated, you may only use this website to browse its content, make legitimate purchases and shall not use this website for any other purposes, including without limitation, to make any speculative, false or fraudulent purchases. This website and its contents and software are the property of UPG and may not be copied, reproduced or transferred in any way whatsoever.

1.4 By accessing or using this website, you assume the risk that the information on the website may be incomplete, inaccurate, or out of date, or may not meet your needs and requirements. UPG may add, change, discontinue, remove, or suspend any of the information, features and other content included on the website at any time, without notice and without liability. Such modification will supersede and replace any previous terms and shall such amended terms be made available on this website.

1.5 Due to the nature of the internet, we cannot guarantee the continuous and uninterrupted availability of any portion of the website and are not responsible for outages or disruptions which are beyond our control. We always reserve the right to restrict the availability of the website or certain areas or features thereof with or without notice.

2. DEFINITIONS

In these terms and conditions, the following words will have the following meaning:

a) “Account” means the account you will need to register for on this website if you would like to submit an order on this website,
b) “Acknowledgement” means the Confirmation of Order,
c) “Business day” means a day which is neither a Saturday, Sunday nor a South African Public Holiday,
d) “Confirmation of Order” means UPG’s e-mail sent to you in which UPG accepted such order in accordance with clause 3 herein,
e) “Contract” means your order of a product(s) in terms of these Terms and Conditions, which UPG has accepted with a Confirmation of Order,
f) “Customer/you” means the individual who places an order on this website or uses this website,
g) “Order” means the order submitted by you on this website to purchase a product(s) from UPG,
(h) “We/us” means UPG.
i) References to any “clauses” are to clauses of these terms and conditions.
j) Headings are for ease of reference only and shall not affect the interpretation or construction of these terms and conditions.
k) Words imparting the singular shall include the plural and vice versa. Words imparting a gender shall include every gender and references to persons shall include an individual, company, corporation, firm or partnership.
l) References to “includes” or “including” or like words or expressions shall mean without limitation.

3. COOKIES

We employ the use of cookies. By using UPG's website, you consent to the use of cookies in accordance with UPG’s privacy policy as set out in these terms and conditions. Like most interactive websites, we use cookies to enable us to retrieve user details for each visit. Cookies are used in some areas of our site to enable the functionality of this area and ease of use for those people visiting the site. Some of our affiliate / advertising partners may also use cookies.

4. PRICES

4.1 Subject to the provisions of these terms and conditions, the indicative prices of the products are as set out on this website. We reserve the right to change prices without prior notice at any time. Any prices and products in any printed hard copy catalogue are subject to change. In the event of any conflict between prices for any products listed on this website and prices listed in the physical catalogue, prices listed on this website shall prevail.

4.2 The price of an ordered product or service will be as set out in the written acceptance communicated by UPG, together with any applicable discounts. The price for products or services ordered for delivery at a future specified date ("forward orders") may be varied by UPG after the date of order acceptance by written notice to the Customer.

4.3 All prices exclude value-added tax, which will be added at the rate applicable at the date of order acceptance.

5. ORDERS AND CONFIRMATION

5.1 Before you can place an order you must register to open an Account on this website and then follow the instructions on this website as to how to place your order(s) before submitting it.

5.2 When submitting an order on this website, you agree to these terms and conditions as at the current date you submit your order. We reserve the right to change the terms and conditions from time to time and is it your responsibility to review the latest Terms and Conditions each time you submit an order on this website.

5.3 We display our products displayed on this website as accurately as possible, however, as the actual colours depend on your monitor, we do not guarantee that the display of any colour will be entirely accurate.

5.4 When making an order with us, legal obligations arise and your right to refund of monies charged to your credit card or paid in any other way agreed by us, are limited by our terms and conditions and thus you should only order through this site if you understand and agree to all our terms and conditions.

5.5 You agree that all orders, consents, instructions and any other communications which purport to originate from you or a person (“agent”) authorised to act on your behalf to operate automatically and which are sent to UPG electronically and which may, as a result of equipment malfunction, interception, the distortion of communication links or any other reason whatsoever, differ from the actual instructions sent, or may not have been given by you at all, shall be deemed to have been given by yourself or your agent in the form actually received by UPG and you will be bound by such instruction and/or order with no liability of any nature attaching to UPG thereto.

5.6 You waive any rights that you may have against UPG arising either directly or indirectly from any loss or damage of any nature which you may suffer or incur as a result of the fact that UPG acts on your instructions/orders or instructions/orders purported to emanate from you and you indemnify UPG against all and any claims, losses, costs, fines, liabilities, damages and/or expenses incurred, directly or indirectly, by you, arising as a result of the fact that UPG acted on your instructions/orders or instructions/orders which purported to emanate from you.

5.7 As soon as payment is made for an order it will be deemed that you have read, understood and accepted these terms and conditions for such order. You must ensure that the correct shipping address is provided as title and risk will pass on to you as soon as the products ordered have left our premises.

5.8 Your order will only be accepted and processed once we have confirmed availability of the products ordered, after which the order will be confirmed on receipt of full payment.

5.9 Your order remains valid until UPG issue a Confirmation of Order after your payment has been received.

5.10 UPG keeps reasonable quantities of all products in stock and will endeavour to provide all products ordered over this website. All orders are subject to availability of products and UPG reserves the right to limit your order in respect of quantity, for it may be that the demand for any products exceeds UPG’s expectations to such an extent that there may be a shortage of stock and because of which UPG might not have all the products or the quantity of such products in stock to deliver your order within reasonable time and/or time requested.

5.11 UPG reserves the right to decline to trade with any company or person, to the maximum extent permitted by law. UPG may decline to accept any order, whether payment has been received, by giving notice of non-acceptance to the Customer by telephone or email within a reasonable period of receipt of the order by UPG. Further, UPG may vary or cancel orders prior to collection or delivery of the product which have been accepted by giving written notice of such cancellation to the Customer by telephone, email or facsimile within a reasonable period of receipt of the order by UPG, without incurrence of any penalty or liability. If UPG rejects or cancels an order for which payment has been taken, ii will refund the amount to the Customer as soon as reasonably practicable.

5.12 UPG shall execute orders to the Customer's requirements but may provide substitute products where requested by the Customer, or where the product has been superseded by the latest version. To the extent that orders cannot be fulfilled completely from stock, the unfulfilled balance will (at the Customer's option) either be put on back order to be fulfilled when UPG next has available stock or be cancelled and refunded to the Customer.

5.13 The Customer must submit orders using the UPG stock numbers and the priced units used on the UPG website or in the UPG hard copy catalogue and must specify which delivery option is required. Any confirmation of a previous order by the Customer must be marked 'CONFIRMATION ONLY' or otherwise clearly identified as a confirmation to avoid duplication.

6. PAYMENT AND PRICES

6.1 All transactions will be processed in South African Rands (ZAR).

6.2 All prices for products advertised on this website are subject to change, without notice to you.

6.3 You may apply for credit facilities with us, by completing and signing the credit facility application (and agreeing to the terms and conditions in such credit facility application) which is available on the website or can be sent to you on request. We will either approve or deny such credit facility application and advise you within a reasonable time of our decision. Our decision is solely within our discretion and no reasons need be given by us for our decision. No correspondence or representations about such decision will be entered into by us. If there is any conflict between the provisions of the terms and conditions contained on the credit facility application form and these terms and conditions, the terms and conditions on the credit facility form shall take precedence.

6.4 If UPG has not granted credit to the Customer, payment terms are cash, EFT or credit card with order.

6.5 Payment may be made via Visa, MasterCard, Diners or American Express Cards or by bank transfer into the UPG’s bank account, the details of which will be provided on request.

6.6 Card transactions will be acquired for (Your Company) via PayGate (Pty) Ltd who are the approved payment gateway for all South African Acquiring Banks. DPO PayGate uses the strictest form of encryption, namely Secure Socket Layer 3 (SSL3) and no Card details are stored on the website. Users may go to www.paygate.co.za to view their security certificate and security policy.

6.7 Customer details will be stored by UPG separately from card details which are entered by the client on DPO PayGate’s secure site. For more detail on DPO PayGate refer to www.paygate.co.za.

6.8 The merchant outlet country at the time of presenting payment options to the cardholder is South Africa. Transaction currency is South African Rand (ZAR).

6.9 Credit terms (subject to satisfactory references and at UPG's absolute discretion) are available. If credit has been granted, on acceptance of a Customer's order, UPG will issue you with an original and valid tax invoice. Such invoice will be sent by email in PDF format, unless otherwise agreed between UPG and the Customer. The Customer shall pay the price of the product or service within 30 days from date of statement. Credit facilities may be withdrawn by UPG at any time with prior notice to the Customer and UPG reserves the right, in its sole and absolute discretion, to alter the credit facilities or to review the extent, nature and duration of such facilities without being obliged to furnish reasons to the Customer.

6.10 All payments must be made without any set-off, deduction or counterclaim.

6.11 If any sum is not paid on the due date for payment then, without prejudice to any other right or remedy:

a) all sums then outstanding from the Customer will immediately become due and payable notwithstanding that such sums would not otherwise be due until a later date, and

b) UPG shall be entitled to recover all costs that it has incurred in recovering any outstanding sums from the Customer, including but not limited to collection costs and legal costs, and

c) UPG may also charge the Customer interest from the due date until payment is made in full (both before and after any judgement) on the amount unpaid at a rate which is 4 per cent per annum above the prime overdraft rate published by UPG’s bankers from time to time.

6.12 A certificate signed by any director or manager of UPG showing the amount due and owing by the Customer to UPG at any given time shall be prima facie evidence of the facts stated therein for the purposes of all legal proceedings against the Customer for the recovery of the said amount including for the purposes of summary judgment or provisional sentence.

7. DELIVERY

7.1 Delivery charges are not included in the selling price of the products and will be added after the selection of products and before payment proceeds.

7.2 UPG aims to deliver your order within 48 (forty-eight) business hours of Confirmation of Order, depending on type of payment chosen, but does not guarantee delivery dates.

7.3 UPG will aim to meet your delivery date (if such date is requested by you) of product and will aim to inform you should that requested delivery date not be possible, but UPG will not be liable to you or any other person for any losses, expenses, charges, costs, liabilities or damages arising out of later delivery of the products.

7.4 Should any order be returned to UPG as undeliverable, every attempt will be made to contact you to make arrangements for reshipment and such reshipment will proceed after receipt of an additional delivery fee.

7.5 Take note that it might not be possible for UPG to deliver to some locations, and should this be the case, UPG will inform you, using the contact details provided by you, to make alternative arrangements.

7.6 UPG delivers in standard packaging and if any other packaging is requested by you, additional charges will be charged. Take note that delivery charges may differ subject to area, region, country or otherwise specified. UPG reserves the right to make partial deliveries.

7.7 You should inform UPG two working days in advance, should you not be available or able to take delivery or collection of the order(s) so that alternative arrangements can be made.

7.8 You will be requested to sign for receipt of delivery. You agree to inspect the product(s)/order for any obvious faults, defects or damage before signing for receipt of delivery. UPG requests that you keep the receipt of delivery for any possible future discussion with UPG regarding such order.

7.9 Take note that care must be taken when opening the product(s) so as not to damage it, especially when using sharp object to assist such opening. UPG will not be liable for any damages, costs, expenses or liabilities arising out of negligence when opening packages or parcels or any form of packaging material.

7.10 In the case of products to be delivered to the Customer's usual business address, risk of loss of or damage to the products shall pass to the Customer delivery, unless the Customer fails to take delivery of the products, in which case such risk shall pass to the Customer at the time when RS has attempted to deliver the products. In the case of products which the Customer orders to be collected from an UPG trade counter, risk of damage or loss to the products shall pass to the Customer at the time of collection. If the Customer fails to accept delivery, it shall be liable for all resulting direct and indirect costs, expenses, losses or damages.

7.11 Ownership of any product supplied shall not pass to the Customer until full payment of the purchase price of the products and of all other amounts owing to UPG has been made (in cash or cleared funds). If the Customer is late in paying any sum to UPG, then UPG shall be entitled to the immediate return of all products where ownership has not passed to the Customer. The Customer authorises UPG and its agents to recover any such products in such circumstance, and to enter any premises of the Customer for that purpose.

7.12 While ownership of the products remains vested in UPG:-

(a) on our request, you shall, at your expense, insure the products and keep them insured against all risks, and for such amount as we may reasonably require and all rights under such insurance policy shall be deemed to have been ceded to us as security for your obligations to us,

(b) should a claim arise under such insurance, you shall, on receipt of the proceeds off such claim, pay to us the full proceeds of the claim, up to the balance owing to us,

(c) the products shall not accede to the property on which they are situated, or onto which they are placed, or in which they are installed (“the premises”), irrespective of how they are installed,

(d) the products shall be kept at the premises, and shall not be moved therefrom without our prior written consent,

(e) you shall, immediately on the conclusion of this Agreement, notify the landlord of the premises of the provisions of this clause and that the products are not subject to any landlord’s lien, hypothec or any other rights.

7.13 Demand for or recovery of the products by UPG shall not of itself discharge either the Customer's liability to pay the whole of the price and take delivery of the products or UPG's right to sue for the whole of the price.

7.14 UPG reserves the right, without prior notice, to discontinue any product or to make design changes as part of its continuous programme of product improvement, or to assist product availability, and such changes may take place during the life of any UPG catalogue. The most up to date information on the availability and design of the products UPG supplies is available on this website.

7.15 Unless otherwise confirmed in writing, nothing on the UPG website or in any UPG catalogue is to be taken as a representation of the source of origin, manufacture, or production of the products or any part of them.

8. RETURNS

8.1 UPG warrants that no product purchased from UPG is materially defective and the product(s) ordered will be delivered undamaged in the quantities ordered/able to supply

8.2 UPG aims to deliver products in excellent condition. However, should you immediately on receipt inform UPG that the product is faulty, UPG will consider appropriate remedies, including repair, replacement or a refund, provided you agree to keep the product in its current condition, available for UPG or its agent to inspect such product within a reasonable time. Subject to the provisions of the Consumer Protection Act (Act 68 of 2008) and these Terms and conditions, UPG may, in its sole discretion, choose to repair, replace or provide a refund for any faulty product.

8.3 To provide you with any remedies for a faulty product, UPG may request your assistance and prompt provision of the following information:

a) Reasonable detail/specifications on how it is allegedly damaged and/or defective, and

b) provision of the delivery note number and such other information as UPG may require.

8.4 Should repair, replacement or refund for the product be requested where UPG conformed to the applicable provisions of the Consumer Protection Act and UPG or its agent finds that the product has:

a) been misused, abused or subjected to neglect, improper or inadequate care, carelessness, damage or abnormal conditions, or

b) been involved in any accident or damage caused by an incorrect attempt at modification or repair, or

c) been dealt with or used contrary to UPG or the producer’s instructions for the product, or

d) deteriorated through normal wear and tear, after delivery by UPG

UPG may at its sole discretion decide not to repair, replace or refund you for such product and/or UPG may require you to pay all reasonable carriage costs and servicing costs at our current standard fees and costs and charge this to your credit or cheque card, or the payment details that you provided to us when you placed your order, and, to the extent permitted by law, UPG shall not be liable to you or any other person for any losses, liabilities, costs, damages, charges or expenses as a result.

8.5 These warranties shall not apply to any defect which arises from improper use, failure to follow the product instructions, or any repair or modification made without the consent of UPG.

8.6 To the maximum extent permitted by law, the remedies set out in these terms and conditions shall be the Customer's sole remedies for any breach of warranty and in respect of the supply or non-supply of products and/or services.

8.7 The availability of the remedies set out in this clause is subject to:

a) a claim being made in writing to UPG, prior to the return of any defective product, and within twelve months of the original date of despatch or date of service, or such other periods as may be indicated by UPG for specific products or services from time to time in writing, and

b) the Customer returning or disposing of the relevant products, or making them available for collection by UPG, in accordance with UPG's instructions and suitably packaged. For any returns, the Customer must obtain a returns number from UPG and quote this on all paperwork and state the original invoice number in respect of the products and the nature of any claimed defect.

8.8 Where the Customer returns defective products otherwise than in accordance with these provisions, UPG may refuse such products and return them to the Customer at the cost of the Customer.

8.9 Any products which are replaced by UPG shall become the property of UPG. Title to replacement products shall pass to the Customer when delivered to the Customer and the period of the replacement product's warranty shall be the unexpired period of the defective product's warranty.

8.10 Save as expressly provided in these terms and conditions of sale, all implied warranties, terms and conditions (whether statutory or otherwise) concerning the supply or non-supply of products and/or services are excluded to the fullest extent permitted by law (including, without limitation, the implied terms of satisfactory quality, fitness for purpose and provision of services with reasonable care and skill).

8.11 Except as required by law, UPG will not be liable to the Customer for any loss, damage or liability of any kind whatsoever which arises out of the breach of implied warranties, terms or conditions {statutory or otherwise) or breach of any other duty of any kind imposed on UPG by operation of law. The Customer acknowledges that it is responsible for ensuring that the products and services it orders are fit for the purposes for which it intends to use them.

8.12 If these terms and conditions of sale, and/or any products and/or services provided under these terms and conditions of sale, is regulated by the Consumer Protection Act, it is not intended that any provision of these terms and conditions of sale contravenes any provision of that Act. Therefore, all provisions of these terms and conditions of sale must be treated as being qualified, to the extent necessary, to ensure compliance with the provisions of that Act.

9. EXCLUSIONS OF LIABILITY, WARRANTIES AND DISCLAIMERS

9.1 UPG does not warrant that the services offered on this website will be uninterrupted or error free or that the website will be free from harmful components or viruses.

9.2 This website and all its content is provided on an “as is” basis and UPG does not make any representations or warranties of any kind (expressed or implied), including, but not limited to, its contents, the accuracy of the website or any warranties or representations regarding the effectiveness of any encryption or security facilities or regarding the availability of products and/or delivery/shipping times and/or arrangements.

9.3 UPG disclaims all warranties and representations, including, but not limited to, warranties as to the accuracy, availability, products or services, content of information, and warranties of fitness or merchantability for a particular purpose/use of information, services or products.

9.4 UPG shall not be liable for any loss, damage (directly, indirectly, or consequential) or expense of any nature whatsoever which may be suffered because of, or which may be attributable (directly or indirectly) to the use of or reliance upon this website or the internet.

9.5 Except as expressly set out herein, UPG will not be liable as a result of or in connection with our entity’s negligence (of any kind) acts or omissions or those of our employees, agents or designees or other person for whom UPG may be liable in law, for any direct, indirect incidental, special or consequential loss or damage of any kind whatsoever caused (whether from contract delict or otherwise and whether actually foreseen or reasonably foreseeable), sustained by you, the recipient of the products or any other person arising from or as a result of any use or sale concluded in terms of this agreement, the delivery, non-delivery, erroneous, incorrect or late delivery, the use or possession of the products or services as supplied /ordered through this website.

9.6 UPG may in its sole discretion suspend or terminate the operation of this website at any time without prior notice to you and without the need to give you reasons for such termination.

10. COPYRIGHT AND INTELLECTUAL PROPERTY RIGHTS

UPG is the lawful owner and user of all materials, texts, drawings, photos and data (“Materials”) on this website and all intellectual property contained on the website which is protected by both South African and international intellectual property laws. UPG reserves the right to make any changes to this website, the products, content and/or services offered through this website at any time and without any notice. Nothing contained on this website should be construed as granting of any licence or any other right including, but not limited to, copyright, trademark, patent or other intellectual property rights in or to the content and materials.

11. DISPUTES

11.1 If the parties are unable to resolve any dispute resulting from this agreement, by means of joint co-operation or discussion between the individuals directly involved with the execution of this agreement, within 1 (one) week after a dispute arises or such extended time as the parties may in writing allow, then such dispute shall be submitted to the most senior persons of each party who will meet in good faith to resolve the dispute. If the dispute is not resolved because of such meeting, either party may, within 7 (seven) days of its conclusion, propose to the other in writing that structured negotiations be entered into with the assistance of a mediator.

11.2 If the parties are unable to agree on a mediator, or if the mediator agreed upon is unwilling or unable to act, any party may within 7 (seven) days from the date of the proposal to appoint a mediator, or within 7 (seven) days of notice to any party that is unwilling or unable to act, apply to the Arbitration Foundation of South Africa (AFSA) to appoint a mediator.

11.3 The parties will, within 7 (seven) days of the appointment of the mediator, meet with him/her to agree on a program for the exchange of any information and the structure to be adopted for the negotiation to be held in Pretoria or Johannesburg.

11.4 All negotiations connected with the dispute will be conducted in complete confidentiality and the parties undertake not to divulge details of such negotiations, except to their professional advisors, who will also be subject to such confidentiality and will be without prejudice to the rights of the parties in future proceedings.

11.5 If the parties accept the mediator’s recommendations, or otherwise reach agreement on the resolution of the dispute, such agreement shall be reduced to writing and once it is signed by the duly authorised representatives, shall be final and binding on the parties.

11.6 Failing agreement, any of the parties may invite the mediator to provide a non-binding, but informative opinion in writing as to the merits of the dispute and the rights and obligations of the parties. Such opinion will be provided on a without prejudice basis and will be private and confidential to the parties and may not be used in evidence in any proceedings commenced pursuant to the terms of this agreement, without the prior written consent of all the parties.

11.7 Should the parties fail to reach agreement in the structured negotiations within 30 (thirty) days of the mediator being appointed, such a failure shall be without prejudice to the right of any party, subsequently to refer any dispute or difference to a court of competent jurisdiction. Nothing in these terms and conditions shall prevent either party from approaching such court for urgent relief if this is required.

12. PRIVACY AND SECURITY

12.1 The security of your personal information is important to UPG which follows generally accepted industry standards and all reasonable measures to protect the personal information submitted to UPG and complies with the provisions of the Protection of Personal Information Act (Act 4 of 2013) (“POPI”), both during transmission/orders placed and once UPG receives it, however no method of transmission over the internet or any website, or method of electronic storage is 100 % (one hundred percent) safe and secure. UPG cannot guarantee its absolute security but does use commercially acceptable means to protect your personal information.

12.2 UPG will need to provide, collect, use, store or process your personal information as provided for in POPI. You hereby authorise such collection, use, storage and processing where the need arises and you hereby consent, as per the requirements of POPI and any relevant privacy laws, to UPG uploading your details and business information which may be classified as confidential on the website for its internal use and purposes.

12.3 UPG will not sell, rent or otherwise disclose your personal information to any third party without your consent, provided that by using this website and/or service, you provide your express and informed consent for UPG to disclose your personal information to third parties.

12.4 UPG reserves the right to disclose your personal information to any governmental body, exchanges and/or other regulatory or self-regulatory organisations if UPG is required to do so by law or UPG believe that such action is necessary to protect and defend UPG’s rights and property or those of UPG’s customers and companies in its group, prevent fraud, misuse or unauthorised use of our website or abuse thereof, comply with the law or any legal process and to protect the personal safety or property of UPG’s customers or the public.

12.5 UPG may also disclose information, if required, to any regulatory authorities in connection with any investigation of fraud, intellectual property infringements or any other activity which is illegal or may expose UPG to any legal liability and/or damages.

12.6 This website may contain links to other sites. Although we try to link only to sites that share our high standards and respect for privacy, UPG is not in any way responsible for the content of the privacy practices employed by other sites.

13. JURISDICTION AND GOVERNING LAW

13.1 The terms and conditions will be exclusively governed by and construed in accordance with the laws of South Africa.

13.2 The parties to this agreement consent to the jurisdiction of the High Court of South Africa in respect of any action that may arise directly or indirectly out of these terms and conditions.

14. MONITORING

UPG has the right to monitor any activity and content associated with this website and use thereof and may investigate any reported violation of these terms and conditions or complaints and may take any action deemed necessary and appropriate (including, but not limited to, suspending, terminating, or attaching conditions to your access and/or removing any materials from this website and issuing warnings).

15. CANCELLATION

15.1 UPG reserves the right for purpose of suspected fraud or for any reason whatsoever, to refuse to accept or process payment on any order and/or to cancel any sale concluded between you and UPG, in whole or in part, if the product is not available for any reason whatsoever. We will notify you should this be the case and return any/all payment that you have made and accept no liability which may arise as a result of such refusal to process any order/sale.

15.2 No cancellation fees will be applicable.

15.3 UPG reserves the right to implement “no cancellations” or “no return” policy without reason or explanation.

16. GUARANTEE AND COMPLAINTS MANAGEMENT

16.1 UPG shall perform its obligations under these terms and conditions with reasonable skill and care.

16.2 UPG place great value on its customer satisfaction and you may contact us at any time using the contact details provided in these Terms and Conditions. We will attempt to address your concerns as soon as reasonably possible and will contact you on receipt of any relevant enquiry and/or complaint. In guaranteed cases, the manufacturer is involved and as such it may take longer to resolve such enquiry and/or complaint.

16.3 In the event of a complaint, it will assist us if you can describe the object of your complaint as accurately as possible and, if applicable, send us copies of the order or at least the order number that was assigned to you in the Acknowledgment or Confirmation of Order. Should you not receive any reaction from us within 5 (five) business days, we request you to contact us again. In rare cases your electronic mail may be caught up in our spam files or not reach us, or correspondence that we send to you may otherwise not have reached you.

17. FORCE MAJEURE

17.1 UPG shall not be liable for any breach, interruption or delay in the performance of service attributable to any cause beyond its control, including any natural disaster and unavoidable incident, pandemic, actions of third parties (including but not limited to hackers, suppliers, governments or local authorities), insurrection, riot, civil commotion, war, hostilities, warlike operations, national emergencies, terrorism, piracy, arrests, restraints or detainments of any competent authority, strikes or combinations or lock-out of workmen, epidemic, fire, explosion, storm, flood, drought, weather conditions, earthquake natural disaster, accident, mechanical breakdown, third party software, failure or problems with public utility supplies (including electrical, telecoms or internet failure), shortage of or inability to obtain supplies, materials, equipment or transportation (“Event of Force Majeure”), regardless of whether the circumstances in question could have been foreseen.

17.2 Either you or UPG may cancel the order by written notice to the other if the event of Force Majeure lasts for a period of fourteen business days or more, in which event neither party shall be liable to the other by reason of such termination (other than for the refund of a product already paid for by you and not delivered).

17.3 Should UPG have to provide products identical or similar products to more than one customer and is prevented from fully meeting its obligations to you by reason of an Event of Force Majeure, we may decide at our absolute sole discretion which contracts/orders we will perform and to what extent.

18. BRIBERY AND RESTRAINT

You shall comply with all applicable laws, statutes, regulations relating to anti-bribery, anti-competitive and anti-corruption and shall:

a) not (directly or indirectly) induce any employee, agent or subcontractor of UPG to make any concession to or confer any benefit on UPG, refrain or withhold from doing any act, in return for any gift, money, or other inducement,

b) not do or omit to do any act that will cause or lead UPG to be in breach of any of its obligations, and

c) promptly report to UPG any request or demand for any undue financial or other advantage of any kind received by the Customer in connection with these Terms and Conditions.

19. GENERAL

19.1 This is the whole Agreement between the Parties containing all the express provisions agreed on by the Parties regarding the subject matter hereof.

19.2 No party may rely on any representation which allegedly induced that party to enter into this Agreement, unless the representation is recorded herein.

19.3 No Agreement varying, adding to, deleting from or cancelling this Agreement and no waiver of any right under this Agreement shall be effective unless in writing and signed by or on behalf of the Parties.

19.4 No relaxation by a party of any of its rights in terms of this Agreement at any time shall prejudice or be a waiver of its rights (unless it is a signed written waiver) and it shall be entitled to exercise its rights thereafter as if such relaxation had not taken place.

19.5 If any provision of this Agreement is, or becomes, invalid or unenforceable, it shall be severable from the rest of the Agreement, which shall continue to be binding on the Parties.

19.6 All correspondence shall be addressed by electronic mail to the email address on the contact page of this website.

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