STANDARD TERMS AND CONDITIONS OF BUSINESS
1. The Company shall mean LIMESTONE ADVERTISING cc (hereinafter referred to as "the Company").
2. The Customer shall mean the Company - Close Corporation - Partnership - Trust - Sole Proprietor - Individual, described in section 1 overleaf and at whose request the Company undertakes any business (Hereinafter referred to as "the Applicant").
3. The Applicant acknowledges and declares the following:
i) Being legally competent in every way to enter into this agreement;
ii) The Applicant has not failed to disclose any fact, the knowledge of which might have influenced the Company not to enter into this agreement;
iii) The Applicant knows and understands all the provisions of this agreement.
iv) The person requesting such quotations or estimates or to whom any service is rendered or products provided, is deemed to have read and accepted the Conditions and to have the authority to do so on behalf of the person in whose name the estimate or quotation is requested and/or provided and/or the person to whom the services are rendered or products provided (collectively referred to as 'the Applicant'). Where there is a conflict between the Conditions and any terms and conditions of the Aplicant, the Conditions will prevail.
4. These terms and conditions shall apply to any contract for services rendered by the Company, whether that contract arises out of:
i) Any offer made, quote or estimate provided by the Company and accepted by the Applicant, or
ii) Any offer made by the Applicant and accepted by the Company, including any such offer made by the Applicant in response to a quotation made by the Company.
5. No alteration or variation of these terms and conditions shall apply, unless expressly agreed to in writing and signed by the authorised representative of the Company.
6. Every amount accruing to the Company under this agreement shall be paid free of exchange and without deduction at the Company's address set out in the Application Form or at such other address as may be stipulated or agreed to by the Company.
7. The Company may in its discretion without notice, apply and allocate any payments made to it by the Applicant to the satisfaction of any indebtedness (under this agreement or otherwise) of the Applicant to the Company or to any holding or subsidiary legal entity of the Company and the Applicant shall on demand, make good any shortfall in payment due under this agreement resulting from such allocation.
8. The Applicant and the Company agree that the Applicant shall pay to the Company, all amounts due, within thirty (30) days following upon the date of the statement in which services are rendered by the Company, except when rates are specifically negotiated in writing.
9. The Applicant and the Company agree that should the principal debt remain unpaid thirty (30) days after the Company's statement of account has been rendered, or from the date when the monies became due, owing and payable, that interest will be payable from such date to date of payment, interest at the maximum rate allowed in terms of the National Credit Act 34 of 2005 as amended and any regulation made thereunder, per month on any portion of the purchase price and on any amount referred to above which is not paid when due . Any account outstanding beyond the agreed credit terms will result in a suspension of the account facilities until such time the account is settled. Any letter from the Company shall constitute proof in any legal proceedings of the finance charges payable to the Company by the Applicant.
10. All quotations provided are valid for fourteen (14) days from the date of issue.
11. SERVICES TO BE RENDERED AND/OR PRODUCTS TO BE SUPPLIED
Whilst every effort will be made by the Company to render its services to the Applicant, the Company:
i) May provide such services in whole or in part;
ii) Does not guarantee any specific dates;
iii) Shall have the right to cancel any contract should its fulfillment be rendered impossible, impeded or frustrated by strike, lock-out, civil commotion, war, act of God, force majeure, lack of materials, operation of law or regulations or order made by any statutory or other duly constituted authorities or any other cause beyond the control of the Company;
iv) Shall not be liable for any damages, and the Applicant shall not be entitled to cancel this order for failure to effect services timeously or in whole or in part, or at all.
The Company shall be entitled to effect part of its service contract with the Applicant as and when such service has been rendered to claim payment for the part service so rendered, pursuant to the terms recorded herein.
If any amount due and payable by the Applicant to the Company is in arrear, the Company shall have the right, until such amount has been paid, to suspend services under this or any other contracts then in force between the Company and the Applicant.
12. CLAIMS
12.1 No claims by the Applicant will be recognised unless submitted in writing and received by the Company within seven (7) days of the actual service being rendered to the Applicant. Failure to communicate any such claim will constitute an acknowledgment that the Applicant is satisfied in all respects with the service rendered by the Company.
12.2 The Company shall not be liable for any consequential or indirect loss or damage of whatever nature and howsoever arising.
13. DEFAULT
The Company shall have the right forthwith to claim from the Applicant immediate payment of any monies owing by the Applicant even if not then due for payment and/or to cancel this contract under any of the following circumstances;
i) If the Applicant fails to pay any amount due to the Company or any of its holding, subsidiary or associate companies on due date thereof;
ii) If the Applicant fails to fulfill any of its obligations in terms of this contract;
iii) If the Applicant is sequestrated, liquidated or placed under judicial management, provisionally or finally, voluntarily or compulsory;
iv) If the Applicant commits any act of insolvency or entered into any compromise with its creditors or fails to satisfy any judgment granted against it within seven (7) days after the date the judgment has become final;
v) If the Applicant changes the identity of its owner;
vi) If the Applicant disposes of any of its assets other than in the ordinary course of its business.
vii) Any calculation shall be without prejudice to any accrued claims against the Company and claims which the Company may have for damages arising out of such cancellation.
14. BILLS OF EXCHANGE
i) In the event of the Company accepting a series of post-dated-cheques, promissory notes or other bills of exchange from the Applicant, than the acceptance by the Company of such post-dated-cheques, promissory notes or bills of exchange shall be without prejudice to the Company's rights in terms of these conditions.
ii) Any promissory note, bill of exchange, or other negotiable instrument received by the Company from the Applicant shall not be a novation of the debt for which it is given and the Applicant waives presentment, notice of dishonour and protest where applicable;
15. MAGISTRATE'S COURT JURISDICTION
The Applicant consents that the Company shall be entitled as its option to institute any legal proceedings arising out of this contract in the Magistrate's Court of competent jurisdiction over the person of the Applicant and notwithstanding the fact that the amount of the claim may otherwise exceed the jurisdiction of the Magistrate's Court.
16. ATTORNEY'S CHARGES
In the event of an Attorney being instructed to collect any overdue amounts owing by the Applicant or to take legal proceedings for the recovery of any amounts or goods or to enforce or defend any rights arising out of this contract or the cancellation thereof, the Applicant shall pay all Attorney and Client costs (on an attorney and own client scale) and collection charges and tracing charges incurred by the Company.
17. DOMICILIA
The parties respectively choose the following addresses as their domicilium citandi et executandi where all notices may be given and processes served:
1. THE COMPANY - 2nd Floor, Bergild Building, 54 Andries Street, Wynberg
2. THE APPLICANT - It's address reflected in section 2 of the Application Form*.
3. MISCELLANEOUS
i) The Company shall be indemnified by the Applicant in respect of any claim, cost and expense arising out of any illegal or defamatory matter, or any infringement of copyright, patent or design in respect of services rendered to the Applicant;
iii) The fact that any of the obligations in terms of this document may not be enforceable shall not affect the enforceability of the other obligations. The fact that any security may be valid or effectual shall not affect the validity or effectiveness of the other security.
iv) The headings in these conditions are for convenience only and are not to be taken into account for the purpose of interpreting the contract.
STANDARD TERMS AND CONDITIONS OF CONTRACT
SEQUENCE OF EVENTS -
(1) The Client makes an enquiry, which may be verbal, by telefax or electronic (referred to as 'the Enquiry') or completes a Company order form ('the Order Form') (in the case of the latter, go to point 4)
(2) The Company will prepare and provide the Client with an estimate (by hand, telefax or e-mail) ('the Estimate').
(3) Upon the Client's written confirmation that the facts and information contained in the Estimate is correct, the Company will prepare a quotation ('the Quotation')
(4) The Quotation or the Order Form will specify the amount of a non-refundable deposit required, which will be a percentage ('the Deposit') of the total estimated value of the product(s) ('the Product') and/or Services to be supplied or provide by the Company ('the Services') , as detailed therein as well as the cost of delivery and insurance , if requested and applicable, (collectively constituting 'the Price') - if the Deposit is not received by the Company and reflected in its bank account, there will be no obligation upon the Company to execute the Quotation.
(5) The Client will be required to confirm the Quotation by signing it (and the Product or Service specification, where applicable), inserting an official order number and faxing it back to the Company, failing which there will be no obligation upon the Company to execute the Quotation
(6) Once the signed Quotation, order number or the Order Form and Deposit are received, the Company will process internally a sales and start processing order, following which the manufacture of the Product or the provision of the Service will be initiated.
(7) Once the Product is completed, or in the case of a selection of a Product on display at an exhibition, it will be delivered or handed to or collected by the Client as per the Quotation or the Order Form and the Client will be required to comply with payment terms stipulated in the Quotation or the Order Form and below and to sign the delivery note, where applicable.
PRODUCT SELECTION: The Client acknowledges that it has selected or placed an order for the Product based on information gleaned from the Company's brochures and/or website and/or display. It also acknowledges that such brochures and/or the website is a visual presentation only and that the Product may not appear exactly the same in reality. Conversely the Product on display, unless selected and bought by the Client, is for display purposes only and that the Product ultimately delivered to the Client may not be 100% similar to that on display.
PAYMENT AND PAYMENT TERMS - The balance of the Price is due on or before the date specified in the Quotation. If the final payment is not received on time or at all, the Company may cancel the Quotation or, in the case of a delivery, refuse to hand over the Product to the Client and the Client will forfeit the Deposit and ownership in the Product will remain vested in the Company. The Client furthermore undertakes to pay the Company interest at a rate of 5% above the prime rate charged by he Company's bank on any payment made after the due date.
PRICES - Prices are quoted at the ruling daily exchange rate. Until the Company has received payment of the Price in full, it reserves the right to charge any fluctuations to the Client's account and the Client undertakes to pay for any such fluctuation on demand. The onus will be on the Client to check that there have been no changes in the Price prior to making full and final payment. However, once payment of the Price in full is received, the Price is guaranteed.
OWNERSHIP AND RISK - Ownership in the Product remains vested in the Company until such time that the Price and all applicable taxes have been paid in full and are reflected in the Company's bank account. All risk in and to the Product will pass to the Client upon delivery or collection, as the case may be.
INSURANCE - It is strongly advised that the Clients take out insurance for the loss of or damage to the Product in the case of delivery at the request of the Client. The Company will not be responsible or liable if the Client fails to take adequate insurance cover or at all. It shall not be obligatory upon the Company to effect insurance for the Client except upon detailed instructions given in writing and indicated in the Quotation or Order Form and all insurance effected by the Company pursuant to such instruction will be subject to such exceptions and conditions as may be imposed by the insurance company or underwriters accepting the risk, and the Company shall not be obliged to obtain separate cover for any risks so excluded. Should the insurers dispute their liability for any reason, the Client will have recourse against the insurers only.
LATE CHANGES & AMENDMENT FEES - A change and amendment fee may be charged in respect of late changes and amendments to signed Product specification received within 14 (fourteen) working days prior to the initiation of manufacture of the Product. This charge is levied to cover communication and other expenses involved.
CANCELLATION - In the event of Client cancelling the signed Quotation, the Company shall have the right to retain ownership of the Product and either claim the Deposit or to retain the Deposit and claim damages suffered by the Company.
COPYRIGHT - Copyright and any other intellectual property rights in and to the Product remains vested in the Company.
LAW - South African law will govern the relationship between the Client and the Company.
REFUNDS - No refunds will be considered in any circumstances whatsoever by the Company.
ENTIRE CONTRACT - The Terms and Conditions of Credit (which appear below) and the Business' Standard Terms and Conditions of Business constitute the entire terms of the relationship between the parties. There exist no other terms, conditions, warranties, representations, guarantees, promises, undertaking or inducements of any nature whatsoever (whether verbal, written or electronic) regulating the relationship and the Client acknowledges that he/she has not relied on any matter or thing stated on behalf of the Company or otherwise that is not included herein.
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