Business Policy

TERMS AND CONDITIONS
The acceptance of this credit proposal by the Seller shall be subject to the following terms and conditions which the Purchaser agrees will form an integral part of all prior transactions and/or this transaction and/or all further transactions between the Seller and the Purchaser and should be read in conjunction with all relevant orders, invoices and delivery notes.

Sales of Goods

1.1 Notwithstanding anything elsewhere provided, ownership in and to the goods sold by the Seller to the Purchaser shall remain vested in the Seller until such time as all amounts due in respect of a transaction, including purchase price, interest and other costs and expenses, has been paid in full.

1.2 In the event of non-payment as described hereunder, the Seller shall be entitled at its discretion to claim repossession of any goods sold by the Seller to the Purchaser and to institute action for damages suffered by the Seller forthwith without giving notice to the Purchaser. This remedy shall be entirely without prejudice to the rights of the Seller to claim payment of any amount outstanding, forthwith without giving notice to the Purchaser. In the event of the Seller electing to recover possession of the goods, this shall be subject to the Purchaser being responsible for payment of all transport costs, any State, Provincial or Local taxes or imports and storage costs.

1.3 Claims for short deliveries or deliveries not in accordance with order must be made in writing immediately upon receipt of the goods by the Purchaser.

1.4 The Seller will not accept returns of goods unless the return is approved by the Seller within 10 days of date of delivery, and in the event of the Seller accepting return of goods, it shall be subject to a 10% handling charge on the purchase price at the discretion of the Seller. No returned goods will be accepted by the Seller unless such goods are in original packaging and in a saleable condition.

Payment
2.1 Payment by the Purchaser is to be made within 30 (thirty) days from date of statement (unless otherwise agreed to in writing).
2.2 The Seller reserves the right to charge interest on overdue amounts on a monthly basis from due date to date of payment at a rate equivalent to 3 % above the ruling overdraft rate charged by the Seller’s bankers from time to time, provided that such rates shall not exceed the legally permissible maximum in terms of the Limitation and Disclosure of Finance Charges Act.

Delivery Agents and Risk
3.1 Any carrier other than the Sellers is deemed to be acting as Agent for the Purchaser. Should a Purchaser request delivery other than the Seller’s carrier, the Purchaser will be responsible for any extra costs.
3.2 Domestic sales – Subject to the provisions of Clause 3.1 above, risk in and to the goods shall pass to the Purchaser on delivery.
3.3 Export sales are governed by the applicable incoterm as per customer of which the majority are CPT, excluding Mozambique (EXW own transporters) and Ethiopia (Cash against documents)

Return of Goods
4.1 Pharmaceutical Returns
4.1.1 All products must be stored in accordance with label directions.
4.1.2 Returned merchandise or short-dated merchandise will not be accepted, nor credit issues unless:

  • Prior written approval from the Seller has been obtained.
  • Merchandise is returned at least four months prior to expiry date.
  • Merchandise is in a re-saleable condition, as determined by our Quality Control Department.

4.1.3 Goods returned at the Purchaser’s request must be returned carriage paid, and will be subject to a 10% handling charge, unless the return arises out of an error by the Seller.

4.1.4 The Purchaser must quote on the return slips, the invoice/delivery note number, on which goods were originally supplied, as well as the reasons for returning the goods.

4.2 Vaccine and Antigen Returns

4.2.1 As proper handling, storage and use are of utmost importance to their effectiveness, all vaccines and antigens must be stored in accordance with label directions.

4.2.2 No vaccines or antigens will be accepted for return for credit due to the requirement for cold chain guarantee and risks linked to break in cold chain.

4.3 Goods Lost in Transit
MSD Animal Health is not obliged to give any credit or replace any product lost in transit whilst being transported by any transport contractor other than MSD Animal Health’s own vehicles. The onus rests on the customer to file a claim for such lost goods on the transport contractor.

5. Documentation Errors
Any errors, i.e. wrong pricing, discounts, etc., must be reported to MSD Animal Health within 14 (fourteen) days, of date of such document.

6. Proof of Delivery
It is a standard practice of MSD Animal Health to supply a copy of the delivery note to the customer when goods are delivered.

7. Jurisdiction
The Purchaser hereby consents to the jurisdiction of the Kempton Park Magistrates Court for any action instituted by the Seller in respect of any matter(s) arising from these terms and conditions or any action pursuant to these premises. This Clause shall be entirely without prejudice to the rights of the Seller to institute action in any form of competent jurisdiction.

8. Domicillium
The Purchaser hereby appoints the address in this credit proposal as its domicillium citandi et executandi for purposes of all notices of pleadings in respect of any issue(s) arising from these conditions.

9. Pricing
All prices are subject to the alteration without notice, and orders will be executed at the price ruling at time of dispatch. However, as a courtesy we usually provide one month’s written notice to customers.
“Back Orders” will normally be executed at the price ruling at the time the orders were received, but in special circumstances where increased prices are unavoidable, reference will be made to the customer prior to dispatch and invoicing at the new price

10. Costs
In the event of the Seller instructing its attorneys to recover any amounts outstanding by the Purchaser, it is agreed that the Purchaser shall be responsible for payment of all costs as between attorney and client, tracing fees, collection commission, and any other expenses reasonably incurred by the Seller in such action.

11. Carriage
11.1 Intervet (Pty) Ltd
Transport charges will be paid by MAH South Africa for all products on order(s) exceeding R7 500-00.
If an order is less than R7 500-00, a surcharge of R500-00 will be added.
For the Sub-Saharan Africa (SSA) business, all airfreight and sea freight logistic charges are borne by the Purchaser.
Some of road freight orders to Southern African customers (South Africa’s neighbouring countries) to agreed central points, are paid by the Seller in the same way as for South African orders. Some SSA customers arrange their own carriage and collect direct from MAH South Africa.
11.2 Dialstat Trading 91 (Pty) Ltd
11.2.1 Blank Orders for SA Wholesalers and SA Vet customers:
A surcharge of R250-00 is added on the invoice for all deliveries to Wholesaler (per branch) and Vet customers if the order value is less than R2 500-00 (excluding VAT).
11.2.2 Customized Printing Orders for Wholesaler and Vet customers:
A surcharge of R125-00 is added on the invoice for all deliveries to Wholesaler (per branch) and Vet customers if the order value is less than R500-00 (excluding VAT).
11.2.3 Direct Accounts for SA Customers:
A surcharge of R250-00 is added on the invoice for all order deliveries (blank orders and customized printing orders) to Direct Customers if the order value is less than R2 500-00 (excluding VAT).
11.2.4 SSA Customers:
For the Sub-Saharan Africa (SSA) business, all freight logistic charges are borne by the Purchaser. It is to the discretion of the Commercial Business Unit Director to review the delivery cost with the Dialstat Warehouse Manager and then to decide, whether the size of the order (e.g. >R200k or R300k) justifies a no-charge on road freight to Southern African customers (South Africa’s neighbouring countries). The exception is Namibia, where a minimum order value of R30 000-00 will ensure transport charges be covered by the Seller.
Some SSA customers arrange their own carriage and collect direct from the MSD Technology Solutions site in Somerset West, Cape Town.

12 Liability
12.1 Apart from the terms of any written guarantee in respect of specific goods sold by the Seller, the Seller will, at its discretion, consider replacement or reimbursement in respect of any goods supplied which are proved to be defective either in manufacture or material content.
12.2 The Seller shall not be liable for any injury, damage or loss being consequential or otherwise resulting from such defects.
12.3 The Seller at no stage guarantees the suitability of products for a particular application by the Purchaser other than as clearly stated on the package insert.
12.4 The Seller accepts no responsibility for the misuse of any of its products.
12.5 The Seller accepts no responsibility for any product, or any damage caused by such product if it is sold or used after the specified expiry date.

13. Amendments
The Seller may make reasonable variations or additions to these terms and conditions at any time by providing 30 days’ notice in writing to the Purchaser.

14. Resupply
14.1 The Purchaser may resell the goods sold by the Seller, in its own name and not as agent for the Seller, by way of any bona fide sale on the Purchaser’s usual commercial terms and in the ordinary course of its business.
14.2 Unless otherwise indicated by the Seller, the goods supplied under these terms and conditions are packaged for sale in South Africa. Unless the Seller provides prior written consent, the Purchaser must not directly or indirectly resell or export any of the goods outside the Southern African Development Community, East African Community, or Economic Community of West African States, or resell or distribute any of the goods to any person that it knows, or has reasonable grounds to believe, will or may resell or export the goods from those places.
14.3 Purchaser will indemnify Seller in relation to any claims and any losses, damages, fine, penalties, liabilities, costs and expenses, made against or suffered or incurred by the Seller, arising out of or in connection with a breach by Purchaser of this clause 14.

15. Ethical Business Clause
15.1 In performing its obligations hereunder, the Parties acknowledge that the corporate policy of MSD and its affiliates requires that Seller’s business be conducted within the letter and spirit of the law. The parties agree to conduct the business contemplated herein in a manner which is consistent with all applicable laws and good business ethics as described in this Ethical Business Clause and as communicated to Purchaser by Seller or one of its affiliates from time to time. Specifically, Purchaser warrants and agrees that in connection with these terms conditions and the MSD business relating thereto, it, its affiliates, their respective representatives, and anyone acting on their behalf shall not offer, make or promise any payment, either directly or indirectly, of money or other assets (hereinafter collectively referred to as “Payment”), to any government, political party or international organisation official, candidate or persons acting on behalf of any of the foregoing or directly associated with them including their staff, business partners, close associates and family (hereinafter collectively referred to as “Officials”) where such Payment would constitute a violation of any applicable law. In addition, regardless of legality, the parties shall make no Payment, either directly or indirectly, to Officials if such Payment is for the purpose of improperly influencing decisions or actions with respect to the subject matter of these terms and conditions or the business activities of Seller or its affiliates.
15.2 Purchaser represents and warrants that, to the best of its knowledge, Purchaser and its affiliates have provided complete and accurate information and documentation to Seller, its affiliates, and their representatives in the course of any due diligence that was conducted, including disclosure of any officers, employees, owners, or persons directly or indirectly retained by Purchaser who are in a capacity that may reasonably provide an opportunity to influence decisions or actions with respect to the subject matter of these terms and conditions or the business activities of Seller or its affiliates. Purchaser covenants that any future information and documentation submitted as part of further due diligence or a certification shall be complete and accurate to the best of its knowledge.
15.3 Purchaser represents, warrants and covenants that all books, records, invoices, and other documents relating to payments and expenses under these Terms or any Order are and shall be complete and accurate and reflect in reasonable detail the character and amount of transactions and expenditures.
15.4 Purchaser further represents, warrants and agrees that no “off the books” or other similar funds will be maintained or used in connection with these terms and conditions or any order.
15.5 Any violation of, or any breach of a representation or warranty set forth in, this Ethical Business Clause shall be a material breach of these terms and conditions, and in such event Seller may terminate any order immediately in writing without payment of penalty or damages or further performance of any kind.

16. Business Partner Code of Conduct
Seller endeavours to hold itself and its purchasers to the highest ethical and compliance standards, including basic human rights, encouraging fair and equal treatment for all persons, the provision of safe and healthy working conditions, respect for the environment, the adoption of appropriate management systems and the conduct of business in an ethical manner. Without limiting any of Purchaser’s other obligations hereunder, and without conflicting with or limiting any of the warranties, obligations or other provisions expressly set forth elsewhere in these terms and conditions, including without limitation its obligations hereof, Purchaser agrees that it will abide by the letter and spirit of Seller’s Business Partner Code of Conduct (the “Code”), as in effect from time to time, a copy of which is available at https://www.msd.com/company-overview/culture-and-values/code-of-conduct/businesspartner-code-of-conduct/.

The Purchaser acknowledges that no relaxation of indulgency granted by the Seller to the Purchaser shall in any way prejudice the Seller’s rights hereunder nor shall there be a waiver or novation of such rights; and except for the additional conditions contained in the application form, this is the whole agreement between the parties hereto, and no variation of this agreement, including this Clause, shall be of any force or effect unless recorded in writing and signed by both parties.
This agreement is binding upon the Purchaser his assigns or successors-in-title.