Terms & Conditions of Sale
 

Terms & Conditions for Website Sale of Tyres and Tyre Fitting Services

The Seller’s sale of Goods and any contract resulting therefrom shall be subject to the following terms and conditions which shall apply to the exclusion of all other terms and conditions, whether express or implied in writing or verbal, for the supply of Goods by the Seller unless the Seller specifically agrees in writing to accept any variation hereto. The Customer, by accepting delivery of any Goods pursuant hereto, acknowledges that no terms and conditions which the Customer purports to attach to its acceptance, nor any terms and conditions which might have been attached to the Customers order, shall be binding on the Seller. The Customer agrees that all such conditions shall be deemed to have been substituted by these terms and conditions. 

 

1.    INTERPRETATION

 

1.1.    In these Conditions, unless inconsistent with the subject or context or unless the subject or context otherwise requires:

1.1.1.    words signifying the singular number shall include the plural and vice versa;

1.1.2.    words relating to natural persons shall include associations of persons having corporate status by statute or common law and vice versa;

1.1.3.    words relating to any gender shall include the other genders.

1.2.    Unless otherwise determined by the context, the following words will bear the meanings set forth against them:

'Blackcircles' means Blackcircles.co.za and / or Blackcircles South Africa, a division of Sumitomo Rubber South Africa (Pty) Ltd., a registered company and having its office at Lion Match Office Park, 892 Umgeni Road, Durban; 

'Blackcircles.co.za’ / 'Blackcircles.co.za Site  / ‘Blackcircles Site' / ‘The Site’ means the website published by Blackcircles on the World Wide Web of the Internet with the uniform resource locator https://www.Blackcircles.co.za;

‘Business Day’ means any day other than a Saturday, Sunday or South African public holiday; 

'Conditions' means these terms and conditions for website sale of Goods;

‘Consumer’ means a consumer as defined in the CPA; 

'Contract' means the contract for the purchase and sale of the Goods as constituted and evidenced by the Customer's Order and the Order Confirmation;

'Customer' means any person, including a Consumer with whom the Seller concludes an Agreement for the sale of any Goods (or any person whose offer for the Goods is accepted by Blackcircles;

'Customer's Order' means an order from the Customer submitted to Blackcircles through the Blackcircles.co.za Site by completion of the staged ordering process set out therein through submission of forms and following a series of hypertext links as directed on the Blackcircles Site;

‘CPA’ means the Consumer Protection Act, No. 68 of 2008 and any promulgated regulations thereto and as amended from time to time; 

'Force Majeure' means any Act of God, explosion, flood, tempest, lightning strike, fire, accident, war or threat of war, sabotage, insurrection, civil disturbance or requisition, acts, restrictions, regulations, bye laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority, import or export regulations or embargoes, strikes, lock outs or other industrial actions or trade disputes (whether involving employees of Blackcircles or of a third-party), difficulties in obtaining raw materials, labour, fuel, parts or machinery or power failure or breakdown in machinery;

'Fully Fitted Service' means the service provided by Blackcircles for the sale of tyres to Customers via the Blackcircles Site and the subsequent arranging of fitting of such tyres to Customers' vehicles using third party service providers;

'Goods' means the tyres (including any fitting of the tyres or any parts for them) or services which Blackcircles is to supply in accordance with these Conditions;

'Mail Order Service' means the service provided by Blackcircles via the Blackcircles Site for the sale and delivery of tyres only to Customers;

‘NCA’ means National Credit Act, No. 34 of 2005 and any promulgated regulations thereto and as amended from time to time;

 ‘Order’ shall mean the placing of an order, either through the Site, or orally by the Customer with the Seller in terms of which the Customer orders from the Seller any of the goods;

'Order Confirmation' means confirmation in Writing by Blackcircles of acceptance of the Customer's Order issued prior to supply of the Goods to the Customer; 

‘Parties’ shall mean the Customer and the Seller or either of them as the context may require; 

‘Seller’ means Sumitomo Rubber South Africa (Pty) Ltd Trading As Blackcircles South Africa (Registration No. 1997/021619/07);

'Writing' includes electronic mail, telex, cable, facsimile transmission and comparable means of communication.

 

2.    BASIS OF THE SALE

 

2.1.    Blackcircles shall sell and the Customer shall purchase the Goods in accordance with the Customer's Order and Order Confirmation, subject to these Conditions which shall govern the Contract to the exclusion of any other terms and conditions subject to which any such offer is made or purported to be made by the Customer.

2.2.    The Customer acknowledges that the website text, price lists, lists of items for sale or other sales literature published on the Blackcircles Site constitute an invitation to treat and may not be construed by the Customer as any offer by or binding obligation upon Blackcircles to sell any item to the Customer.

2.3.    No variation to these Conditions shall be binding unless agreed in Writing between authorised representatives of the Customer and Blackcircles.

2.4.    Blackcircles' employees or agents are not authorised to make any representations concerning the Goods unless confirmed by Blackcircles in Writing. In entering into the Contract, the Customer acknowledges that it does not rely on any such representations which are not so confirmed.

2.5.    Any advice or recommendation given by Blackcircles or its employees or agents to the Customer or its employees or agents as to the storage, application or use of the Goods which is not confirmed in Writing by Blackcircles is followed or acted upon entirely at the Customer's own risk, and accordingly Blackcircles shall not be liable for any such advice or recommendation which is not so confirmed.

2.6.    Whilst every effort is made by Blackcircles to ensure no such error or omission occurs, any typographical, clerical or other error or omission in any sales literature, price list, website text, acceptance of offer, invoice or other document or information issued by Blackcircles shall be subject to correction without any liability on the part of Blackcircles.

 

3.    OFFERS AND SPECIFICATIONS

 

3.1.    The Customer's Order shall not be deemed to be accepted by Blackcircles unless and until the Order Confirmation has been issued to the Customer.

3.2.    The Customer shall be responsible to Blackcircles for ensuring the accuracy of the terms of the Customer's Order submitted by the Customer, and for giving Blackcircles any necessary information relating to the Goods within a sufficient time to enable Blackcircles to perform the Contract in accordance with its terms.  Blackcircles shall incur no liability resulting from inaccurate information being supplied by the Customer.

3.3.    The quantity, quality and description of and any specification for the Goods shall be those set out in the Order Confirmation.

3.4.    Blackcircles reserves the right to change the Goods or any relative specifications (whether such specifications have been submitted by the Customer in the Customer's order or otherwise) and designs at any time, without notice, as a result of changes in the law or at the sole discretion of Blackcircles.

3.5.    Subject to Clause 8, the Customer's Order may not be cancelled by the Customer after the Order Confirmation has been issued except with the agreement in Writing of Blackcircles and on terms that the Customer shall indemnify Blackcircles in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by Blackcircles as a result of cancellation by the Customer of the Customer's order.

 

4.    PRICE OF THE GOODS

 

4.1.    The price of the Goods shall be the price specified by Blackcircles in the Order Confirmation,  or, where no price is quoted in the Order Confirmation, the price listed in Blackcircles price list or website text on the Blackcircles Site current at the date and time of the Order Confirmation.

4.2.    Blackcircles reserves the right, by giving notice to the Customer at any time before issuing of the Order Confirmation, to increase the price of the Goods to reflect:

4.2.1.    any increase in the cost to Blackcircles which is due to any factor beyond the control of Blackcircles (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of labour, materials or other costs of manufacture),

4.2.2.    any change in delivery dates, quantities or specifications for the Goods which is requested by the Customer, or

4.2.3.    any delay caused by any instructions of the Customer or failure of the Customer to give Blackcircles adequate information or instructions.

4.3.    The price of the Goods shall be inclusive of any applicable Value Added Tax.

 

5.    TERMS OF PAYMENT

 

5.1.    Subject to any special terms agreed in Writing between the Customer and Blackcircles, Blackcircles shall be entitled to payment in full for the price of the Goods (including VAT) on the date of the Customer's Order.  Blackcircles shall debit the Customer's credit/debit card with, or receive via electronic bank transfer, payment in full for the Goods and applicable Value Added Tax on or after the date of the Customer's Order;

5.2.    The Customer shall be obliged to pay the price of the Goods on the date of the Customer's Order. Blackcircles shall be entitled to recover the price of the Goods, notwithstanding that delivery may not have taken place and the property in the Goods has not passed to the Customer.  The time of payment of the price shall be of the essence of the Contract.  Receipts for payment will be issued.

5.3.    If the Customer fails to make any payment by the relevant due date or if payment is declined or not authorised by the issuer of the Customer's credit/debit card when processed by Blackcircles then, without prejudice to any other right or remedy available to Blackcircles, Blackcircles shall be entitled to:

5.3.1.    cancel the Contract or suspend any further deliveries to the Customer;

5.3.2.    appropriate any payment made by the Customer to such of the Goods (or the goods supplied under any other contract between the Customer and Blackcircles) as Blackcircles may think fit (notwithstanding any purported appropriation by the Customer); and

5.3.3.    charge the Customer interest (both before and after any decree or judgement) on any amount unpaid, interest shall be levied on all outstanding amounts, at the maximum annual rate of interest that may be levied in terms of the NCA. Any changes to the aforesaid annual rate of interest shall result in the interest rate charged in terms hereof being altered on the first day of the month following such change. 

 

6.    APPLICABLE LAW

 

6.1.    These terms and conditions shall be governed by and interpreted in accordance with the laws of the Republic of South Africa and shall specifically include but is not limited to NCA and CPA.

 

7.    JURSIDICTION

 

7.1.    By using this Website, you acknowledge that the laws in force in the Republic of South Africa apply to any litigation between you and us and that the tribunals of the judicial district of South Africa have sole jurisdiction to hear any such litigation, to the express exclusion of all other judicial districts.

 

8.    DELIVERY

 

8.1.    Where a Customer has booked the Mail Order Service, delivery of the Goods shall be made by Blackcircles or its nominated carrier delivering the Goods to the delivery address specified in the Order Confirmation or such other address as shall be approved of in advance by Blackcircles.

8.2.    Where a Customer has booked the Fully Fitted Service, delivery of the Goods shall be made by Blackcircles when the Goods are fitted to the Customer's vehicle by the fitting centre specified in the Order Confirmation or such other address as shall be approved of in advance by Blackcircles.

8.3.    Any dates quoted for delivery and/or fitting of the Goods are approximate only and not guaranteed and Blackcircles shall not be liable for any delay in delivery and/or fitting of the Goods howsoever caused.  Time for delivery or fitting shall not be of the essence of the Contract unless previously agreed by Blackcircles in Writing. Where the Mail Order Service is booked by the Customer, the Goods may be delivered by Blackcircles in advance of the quoted delivery date upon giving reasonable notice to the Customer.

8.4.    If the Customer fails to take delivery of the Goods or fails to give Blackcircles adequate delivery instructions in the Customer's Order then, without prejudice to any other right or remedy available to Blackcircles, Blackcircles may:

8.4.1.    store the Goods until actual delivery and charge the Customer for the reasonable costs (including insurance) of storage; or

8.4.2.    sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Customer for the excess over the price under the Contract or charge the Customer for any shortfall below the price under the Contract; or

8.4.3.    return the Goods to the supplier and charge the Customer for any costs incurred as a result of such return.

8.5.    Delivery of the Goods shall be evidenced by the return to Blackcircles of its or its authorised carriers' official packing/delivery note which, howsoever signed as acknowledgement of receipt of the goods, shall constitute absolute proof of delivery of the items specified in it.

 

9.    RISK AND PROPERTY

 

9.1.    Risk of damage to or loss of the Goods shall pass to the Customer:

9.1.1.    in the case of the Mail Order Service, at the time when the Goods are delivered to the delivery address specified in the Customer's Order or such other address as shall have been approved of in advance by Blackcircles; or

9.1.2.    in the case of the Fully Fitted Service (subject to the terms and conditions of the relevant tyre fitting agreement between Blackcircles and the relevant fitting centre to the contrary which, if any such agreement exists, shall take precedence), at the time when the Customer is notified that the Goods have been fitted and are ready for collection.

9.2.    Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Conditions, the title to and in the Goods shall not pass to the Customer until all sums due by the Customer to Blackcircles (including any applicable interest and charges) have been paid in full.

9.3.    Until such time as the property in the Goods passes to the Customer, the Customer shall keep the Goods separate from those of third parties and properly stored, protected and insured and identified as Blackcircles' property.

9.4.    Until such time as the property in the Goods passes to the Customer, Blackcircles shall be entitled at any time to require the Customer to deliver up the Goods to Blackcircles and, if the Customer fails to do so forthwith, to enter upon any premises of the Customer or any third party where the Goods are stored and repossess the Goods.  The Customer shall be obliged to assist and allow Blackcircles to repossess the Goods.

9.5.    The Customer shall not be entitled in any way to charge by way of security for any indebtedness any of the Goods which remain the property of Blackcircles, but if the Customer does so, all moneys owing by the Customer to Blackcircles shall (without prejudice to any other right or remedy of Blackcircles) forthwith become due and payable.

 

10.    RETURN OF GOODS

 

This Section 8. Return of Goods is replicated in the Blackcircles Returns and Refunds Policy. The Return Conditions and Procedures are as follows:

 

10.1.    Return Claim Notification

Claims must be advised in writing via (along with), a Return Merchandise Authorization (RMA), within 14 (fourteen) days after the delivery date of the Goods to the Customer, or before the arranged fitting date, after which no claims whatsoever will be recognized, and the Customer shall be deemed to have accepted the goods in full compliance with the order. If you need to return or exchange an item, you must request an RMA. To request an RMA, please email us here. Claims without an RMA will not be accepted. Claims do not exonerate the Customer from payment for the goods when due.

 

10.2.    Condition of Returned Goods

All merchandise must be in new condition, unused and undamaged. Tyres must not be driven on. All merchandise must be properly packaged as per the packaging instructions that are e-mailed as part of the RMA. Products endure strong impacts during shipping and should therefore be packaged securely as described below, preferably with our original packaging. 

 

    Tyres are shipped as-is (not boxed).

    Tyres, size permitting, can be strapped together in pairs.

 

Under no circumstances will Sumitomo Rubber South Africa (Pty) Ltd. Trading As Blackcircles South Africa (Blackcircles.co.za) accept a return of product that is damaged due to negligence. 

 

Please note that the products are the customer's responsibility until we inspect for damages and take possession.

 

10.3.    Customer Entitlement

Subject to all other Clauses herein, the Customer shall be entitled to cancel the Contract, return the Goods and receive a full refund, provided that the Goods have not been used in any way, are in the same good condition in which they were received by the Customer and are returned to Blackcircles.  In such event the Customer shall be responsible for the costs of returning the Goods and shall indemnify Blackcircles nor demand against all and any such costs. If Blackcircles collect the goods, Blackcircles retains the right to charge the customer for any direct costs associated with the return of the goods. Customers returning goods directly to Blackcircles must do so within 14 days of the date cancellation is requested. No additional restocking charge or administrational charge will be added in accordance with distance selling regulations. Blackcircles customer service centre can be contacted for an accurate cost on returning goods as costs may vary depending on tyre specification and location.

 

10.4.    Consent to Return

No goods shall be returned to Blackcircles for any reason whatsoever without securing Blackcircles’ prior consent and no goods will be accepted for return without such prior arrangement. No representative has the authority to accept the return of goods for any reason whatsoever, unless this has been authorized by the Trading Manager. Any unauthorized returns will be held at the Customer’s sole risk and the expense and storage charges may, at the discretion of Blackcircles, be levied against the Customer.

 

10.5.    Order Number

Goods may not be returned for refund/replacement unless the Order Number against which the supply was made is quoted and a representative of Blackcircles has consented hereto.

 

10.6.    Authorisation Number

If the goods are to be replaced, Blackcircles shall issue an Authorisation Number, which number must be clearly affixed to all packaging of the returned goods prior to the goods being returned to Blackcircles at the Customer's costs to the source from which the goods originated within 14 days of receipt by the Customer, of the notification of Blackcircles’ election.

 

10.7.    Inspection

Prior to accepting defective goods for refund/replacement the goods are first to be inspected by a representative of Blackcircles.

 

10.8.    Refund Guidelines

When you have returned the order, the refund issued will be credited to your original payment method (when permitted). The refund will be credited to your payment method minus the return fees that are based on the cost of transport (R250 on average per tyre).

 

Subject to all other Clauses contained herein, refunds to the Customer are entirely at the discretion of Blackcircles.  In the event that Blackcircles, in their sole discretion, grant a refund to a Customer, any costs incurred by Blackcircles in procuring that refund shall be borne by the Customer. 

 

Under no circumstances do we refund any fitment fees, mounting or balancing fees.

 

Please note that the products are the customer's responsibility until we inspect for damages and take possession. 

 

There are times when the order must be returned for a full refund. A full refund will be issued for the following reasons:

 

1.    The wrong product was received and blackcircles.co.za is responsible.

2.    The product is defective. Please see our Warranty Section for details.

3.    Product approved by blackcircles.co.za does not fit the described vehicle and no disclaimer has been issued. Please refer to our Guarantee Policy.

 

Please Note: it can take up to 2-4 weeks to process your refund.

 

10.9.    Relevant Timeframes

Claims must be advised in writing via (along with), a Return Merchandise Authorization (RMA), within 14 (fourteen) days after the delivery date of the Goods to the Customer, or before the arranged fitting date, after which no claims whatsoever will be recognized, and the Customer shall be deemed to have accepted the goods in full compliance with the order. 

 

The timeframe for Blackcircles to close out the claim is 14 days from receipt of written notification, by the relevant source from which the goods originated.

 

The timeframe for Blackcircles to process your refund is between 2 – 4 weeks.

 

10.10.    Bearer of Costs

Claims do not exonerate the Customer from payment for the goods when due for payment. Following due processing, inspections and investigations, as may be necessitated, Blackcircles may offer the Customer a full refund on his purchase or a partial refund as calculated. These offers may be made, less any costs of return delivery which are to be borne by the Customer.  Blackcircles reserve the right to charge a handling fee with respect to claims which are rejected. 

 

10.11.    Documentation Required

10.11.1.    Claims must be advised in writing via (along with), a Return Merchandise Authorization (RMA). 

10.11.2.    The Order Number under which the goods were delivered must be noted.

10.11.3.    An Authorisation Number will be provided by Blackcircles in order for the goods to be accepted once returned.

10.11.4.    Failure to provide an Authorisation Number will deny Blackcircles representative from inbounding any goods which are returned.

10.11.5.    Prior arrangement with a responsible Blackcircles member must be made and is the express responsibility of the Customer intending to return any goods to Blackcircles.

 

10.12.    Reason for Returns

Within the specified timeframe and with the necessary documentation completed and approvals obtained, there is no requirement for a reason for return to be stated. However, feedback is important and satisfied customers are at the heart of everything Blackcircles does, hence any information we may use to improve would be highly appreciated.

 

10.13.    Reciprocal Orders

Reciprocal orders are to be managed by the Trading Manager.

 

10.14.    Transportation Responsibilities

The Customer is responsible for all risk and expense associated with the delivery for the return of any goods to Blackcircles. The transporter delivering goods to Blackcircles Representatives’ premises, must comply with all necessary protocols and furnish the necessary documentation for receipting in of goods.

 

10.15.    Delivery

Blackcircles hereby reserves the right to charge a reasonable handling fee for the return of any Product due to any reason other than the fact that the Product failed, is defective, hazardous or unsafe as defined in the CPA.

 

 

10.16.    Lost Shipments

If your order has not been fully delivered and it is past the guaranteed delivery date, please contact us as soon as possible so we can initiate a "trace" with the courier. This is the procedure used to try and locate parcels that have not been delivered. If the package is located, it will be delivered as soon as possible. If the courier is not able to locate the package, we will initiate an insurance claim. In this case, the courier covers the costs to send you exact replacements of what was lost. We will have these replacements shipped to you as soon as possible. In the event of lost shipments, we only replace the order with the exact same product. 

 

We cannot provide a refund and we cannot change the order to a different product.

 

10.17.    Damaged Products

If your order is damaged in some way, you must e-mail us immediately. We will request you send us photos of the potential damage so we can assess the problem.

 

10.17.1.    If the order was damaged in shipping, then we will initiate a claim with the courier. It is important that you keep ALL the packaging material as the courier may want to inspect it. If the courier agrees to take responsibility, we will arrange to ship an exact replacement for that damaged part. We cannot provide a refund nor change to a different product. Claims with the courier must be completed prior to us shipping you a replacement product.

10.17.2.    In the unlikely event that the product was damaged prior to shipping, we will review the photos to determine the cause of the damage. It is possible that we need to proceed with a physical inspection of the product and need to plan a pickup. If we determine that the damage occurred before we shipped the order, then we will replace the product or damaged part. We cannot provide a refund nor change to a different product.

10.17.3.    If we determine that damage occurred after you received the order, we reserve the right to assess the damaged product on a case by case basis and determine the amount of partial refund.

10.17.4.    If the order is returned under our Guarantee Policy, and we determine that the product was damaged by the client or the installation center, this voids the fitment guarantee policy. No refund will be issued.

 

11.    LIABILITY

 

11.1.    Blackcircles shall be under no liability in respect of any defect in the Goods arising from any inaccuracy in the Customer's Order.  Blackcircles shall have no liability for errors in any Customer's Order and any loss (or otherwise) that may arise therefrom.

11.2.    Blackcircles shall be under no liability in respect of any defect in the Goods arising from fair wear and tear, willful damage, negligence, abnormal working conditions, failure to follow Blackcircles' instructions (whether oral or in writing) or misuse or alteration or repair of the Goods without Blackcircles approval.

11.3.    Save as expressly provided in these Conditions, all warranties, conditions or other terms implied by statute or Common Law are excluded to the fullest extent permitted by law.

11.4.    Any claim by the Customer which is based on any defect in the quality or condition of the Goods or their failure to correspond with specification shall (whether or not delivery is refused by the Customer) be notified to Blackcircles in Writing within 48 hours from the date of delivery or fitting (in the case of Fully Fitted Service) or where the defect or failure was not apparent on reasonable inspection) within 24 hours  after discovery of the defect or failure.

11.5.    Where Blackcircles is the subject of any claim regarding damage caused to the vehicle or wheels during the Fully Fitted Service, the Blackcircles fitter must be given the opportunity to inspect and rectify the claimed damage. Where the distance required to travel to the original fitter is unreasonable, an alternative Blackcircles fitter will be nominated by Blackcircles. Work carried out by third parties without an inspection at a fitter designated by Blackcircles, or that has not been agreed with Blackcircles in writing prior to the work being completed, will not be covered by Blackcircles.

11.6.    Subject to Clause 8.1, if delivery is not refused, and the Customer does not notify Blackcircles in accordance with Clause 9.4, the Customer shall not be entitled to reject the Goods and Blackcircles shall have no liability for such defect or failure.

11.7.    Where any valid claim in respect of any of the Goods which is based on any defect in the quality or condition of the Goods or their failure to meet specification is notified to Blackcircles in accordance with these Conditions, Blackcircles shall be entitled to replace the Goods (or the part in question) free of charge or, at Blackcircles' sole discretion, refund to the Customer the price of the Goods (or a proportionate part of the price), but Blackcircles shall have no further liability to the Customer or any other person.

11.8.    Except in respect of death or personal injury caused by Blackcircles’ negligence, Blackcircles shall not be liable to the Customer by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for any indirect, special or consequential loss or damage (whether for loss of profit or otherwise), costs, expenses or other claims for compensation whatsoever (whether caused by the negligence of Blackcircles, its employees or agents or otherwise) which arise out of or in connection with the supply or fitting of the Goods or their use or resale by the Customer, and the entire liability of Blackcircles under or in connection with the Contract shall not exceed the price of the Goods, except as expressly provided in these Conditions.

11.9.    Blackcircles shall not be liable to the Customer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of Blackcircles' obligations in relation to the Goods, if the delay or failure was due to any Force Majeure or other cause beyond Blackcircles' reasonable control.
 

12.    INSOLVENCY OF CUSTOMER

 

12.1.    If the Customer makes any voluntary arrangement with its creditors or (being an individual or firm) becomes bankrupt or (being a company) becomes subject to an administration order or goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction), has a receiver, liquidator or administrator appointed over any of its property or assets, ceases, or threatens to cease, to carry on business, or if Blackcircles reasonably apprehends that any of the events mentioned above is about to occur in relation to the Customer and notifies the Customer accordingly, then without prejudice to any other available right or remedy, Blackcircles shall be entitled to cancel the Contract or suspend any further deliveries without any liability to the Customer, and if the Goods have been delivered, but not paid for, the price of the Goods shall become immediately due and payable in full notwithstanding any previous agreement or arrangement to the contrary.

 

13.    CESSION

 

13.1.    The Customer agrees that the Seller may cede, assign and transfer its rights, title and interest in this Agreement, in the discretion of the Seller and on such cession, the Purchaser’s liability will continue in favour of the cessionary for both the existing liability at the date of the cession and in respect of any further liability incurred by the Purchaser with the cessionary arising from any cause whatsoever.

 

14.    AMENDMENTS

 

14.1.    The Customer acknowledges that these terms and conditions may be varied at any time and/or that additional and/or new terms and conditions may become applicable from time to time.

 

15.    GENERAL

 

15.1.    Blackcircles may perform any of its obligations or exercise any of its rights hereunder by itself or where applicable through any other persons (legal or otherwise) or entities.

15.2.    Any notice required or permitted to be given by either party to the other under these Conditions shall be in Writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.

15.3.    No waiver by Blackcircles of any breach of the Contract by the Customer shall be considered as a waiver of any subsequent breach of the same or any other provision.

15.4.    If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected.

15.5.    The Contract and these Conditions shall constitute the entire agreement between the Customer and Blackcircles in respect of the supply of the Goods and shall supersede all previous oral or written representations or agreements relating thereto.  In particular, the Customer may not rely on any statements made by any employee, representative or agent of Blackcircles.

15.6.    Blackcircles may assign the Contract with the Customer or sub-contract the whole, or any part thereof to any other person (legal or otherwise) or entity.  Unless otherwise agreed in Writing, the Customer may not assign either the benefit or the burden of any contract with Blackcircles.