Our offers and commitments are governed by these general terms and conditions of sale. No exemption from these conditions may be served against us if it has not been accepted by us beforehand in writing. The acceptance of the invoice contains the acceptance of the terms and conditions of sale.
In these terms and conditions:
“The Company or our or us” means Panagora Marketing Co. Ltd (BRN: C07002398) and its divisions, subsidiary companies and any other marketing or trading names in use.
“The Customer or you” means any person, firm, company or other legal entity that places an order, or buys any Products from the Company and includes the employees, servants, agents, principals (whether disclosed or undisclosed) or sub-contractors of any such person, firm, company or other legal entity.
“Products” means any article agreed under these terms and conditions to be supplied by the Company to the Customer.
Our offers presented through "rates" (for the avoidance of doubt, ‘rates’ shall be the price of the Products sent by correspondence and/or by any other means of communication) are understood to be without commitment, both in terms of price and in terms of quantities available. As a result, we are not obliged to execute any order unless we have expressly accepted it. However, any execution we may willingly give to an order is equivalent to acceptance by us of the conditions via which it was made to us. Any order, as soon as it is in our possession, commits the customer in an irrevocable manner to the conditions in which and the quantities in which said order was made.
a) By placing an order with us either via our telesales department, website or any other means, the Customer is offering to purchase the Products on the basis of these Terms and Conditions. The Contract shall be created when the Company acknowledges acceptance of the Customer’s order (by way of an e-mail confirmation) or delivers the Products to the Customer, whichever occurs earlier.
b) The Customer is responsible for ensuring that the terms of any order(s) placed with the Company are complete and accurate.
c) The Customer agrees that all prices that it shall quote whether for retail or otherwise are not imposed by the Company. It is therefore the responsibility of the Customer to inscribe the words “recommended price” next to the price label in the event that the Company recommends a resale price for the Products.
d) The Contract is subject to availability of stock and the Company reserves the right to vary or alter the specification of Products without notice unless otherwise agreed in writing with the Customer.
We take the utmost care when executing orders in normal timeframes, with regard to the usage for which the goods ordered are destined. As a result, the timeframe mentioned in the order is strictly indicative, excluding the case in which we have expressly accepted a fixed timeframe, notified as such in the order. Apart from this case, no order resolution can thus be invoked against us for any lateness in its execution. When the order stipulates successive or periodic deliveries, each of these is considered as a separate order.
Deliveries will be made according to the Company’s delivery schedule.
Customer making orders to the Company must be officially registered with the Company. Deliveries will be made to the address stated on the invoice.
Customers are under an obligation to check all items before accepting the delivery.If any item is damaged or missing, the client must notify the delivery person in writing immediately.
No claims for any reasons whatsoever relating to the Products delivered will be admissible unless they are presented at the time when the Products are delivered to the Customer by our mode of transportation.
Unless an express and separate agreement is made on our part regarding the timeframe for payment, all our invoices are payable in cash as soon as they are received. All other accepted methods of payment don't change this principle.
However, we reserve the right at any time, without the obligation to justify our decision, to demand payment in cash for our goods upon removal or upon delivery. Any delay in execution by one of the contracting parties and more specifically, a payment delay, represents a delay in execution on the part of the purchaser, and by the sole application of law, gives rise with no prior notice to late interest payments calculated at the rate of PLR + 2% per year starting from the due date of the invoice. In addition, in the event of a delay or an unjustified default of execution by one of the parties upon its expiry, then by the sole operation of law and without prior notice, a fixed compensation equal to 10% of the amount of the account receivable will be due. Expenses in respect of unpaid bills of change or cheques as well as all other cost of collection are not included in this fixed compensation and shall be charged to the Customer. No commercial paper will be accepted as payment, unless we agree to such. In the event of non-payment of an invoice upon its expiry, we reserve the right to terminate any contract currently underway by simple dispatch of a registered letter.
Notwithstanding the above, the Company shall at its sole discretion, accept payment made by cheque under the condition that the cheques must be crossed together with the mention ‘Account Payee Only’ and drawn to the order of ‘Panagora Marketing Co. Ltd’ and that such payment will only be validated and recognised after the cheque has been cleared by the bank.
Any application for Credit Sales must be done through an official Credit Application and is subject to the approval of the Credit Committee of the Company.
Where the Company has resorted to the services of an Attorney-at-Law to secure payment of any sum due by the Customer to the Company and any other outstanding amount due, the Customer shall reimburse the Company the legal costs thus incurred by it (including Attorney’s commissions and VAT thereon) within a period not exceeding fifteen (days) 15 days from the day the said expenses are claimed by the Company.
VALUE –ADDED TAX (VAT)
The rate of VAT on the date of the invoice shall be the applicable rate.
STORAGE OF PRODUCTS
All Products delivered by the Company are subject to specific storage conditions such as proper handling, respect of the cold chain and other specific conditions in accordance with the nature of the Product that must be applied.
No Products will be exchanged or refunded by the Company, unless Products show defects before expiry date, and given that the provisions under STORAGE OF PRODUCTS above have been respected. It is expressly understood that the quality department of the Company shall have the right to inspect/verify the said Products before the approval for return.
Any complaint should be reported to the Customer Care Service by calling 601 5900.
If either party is prevented or restricted directly or indirectly from carrying out all or any of its obligations under this agreement by any cause beyond the reasonable control of that party, including, without limitations, acts of God, civil commotion, riots, insurrection, acts of government, fire, explosion, the elements, epidemics, governmental embargoes or like causes (“force majeure”), the party so affected shall, to the extent so prevented, be relieved of its obligations hereunder during the period of such events and shall not be liable for any delay or failure in the performance of any obligations hereunder or loss or damage either general, special or consequential which the other party may suffer due to or resulting from such delay or failure; provided always that written notice of the occurrence constituting force majeure shall be given within 24 (twenty four) hours by the affected party.
To the maximum extent permitted by applicable law, the Customer agrees that the Company’s total maximum aggregate cumulative liability to the Customer, its affiliates and other related parties (collectively in this section referred to as the “Aggrieved Parties”) for all past, present and future claims, demands, actions, causes of actions, requests, lawsuits, damages, costs, expenses, prejudices or losses (collectively in this section referred to as the “Claims”) in relation to or arising under this agreement (whether for breach of contract, strict or statutory liability, negligence or any other legal or equitable theory) shall be limited to the Aggrieved Parties’ actual direct damages and shall not, under any circumstances, exceed, in the aggregate. It is expressly understood that such Claims shall be limited to the total value of the Products sold to the Customer. It is further understood that for all Claims past, present and future the total amount shall not exceed one (1) Million Mauritian Rupees. This remedy shall be the Aggrieved Parties’ sole and exclusive remedy against the Company and any of the Company affiliates.
TITLE & RISK
The risk of loss or damage to the Products shall pass to the Customer upon completion of the delivery to the Customer’s premises, in accordance with section “delivery”. The Company shall not be responsible for any loss or damage to the Products sustained whilst on Customer’s premises, but before completion of the delivery or signature of the delivery note, if such loss or damage arises as a consequence of the condition of the Customer’s premises or the act, default or omission of the Customer or its representatives.
The Customer acknowledges that he or she has been sufficiently made aware by the Company about the Products and goods which are the subject of this sale, that the Customer is familiar with its use, the nature and any usage limitations.
Any litigation which could arise from the interpretation or application of these general terms and conditions of sale will be exclusively dealt with by the courts of the Republic of Mauritius.