Printers For Africa (Pty) LTD, STANDARD TERMS AND CONDITIONS OF SALE
In these Conditions of Contract:
“the Company” means Printers For Africa (Pty) Ltd, P.O. Box 11011, Aston Manor, Kempton Park, 1630.
“the Conditions” means these Conditions of Contract
“goods” means all printers, networking products or other products, options ,consumables, spares or services supplied by the Company to the Purchaser.
“the Purchaser” means the entity to whom the Company supplies or has agreed to supply goods;
- INCORPORATION OF CONDITIONS
a) Contracts, quotations and orders are entered into, made or accepted subject to the Conditions. If the Conditions differ in any respect from those of any other offer made or order placed by the Purchaser, this document does not constitute an acceptance of such offer or order, but a counter offer. The giving by the Purchaser of any delivery instructions for goods or any part thereof, or the acceptance by the Purchaser of delivery of goods or any part thereof, or any other conduct by the Purchaser which confirms an agreement for the supply of goods by the Company, shall constitute an unqualified acceptance by the Purchaser of the Conditions.
b)The terms and conditions contained herein constitute the entire agreement between the Company and the Purchaser and no amendment or variation or consensual cancellation shall be of any force and effect unless agreed to in writing on behalf of the Company by an authorised representative and shall not be capable of rectification by a Court of Law.
a) Unless another price has been quoted by the Company (which will then apply) the price of goods or services will be the Company’s current price ruling on the date they are delivered or rendered to the Purchaser.
b) Unless otherwise specified prices payable for goods are exclusive of VAT and are subject to the Company’s right to require payment of delivery charges, insurance costs and other handling charges as appropriate.
- DELIVERY AND DELAYS
a) Delivery shall be completed when goods are off-loaded at their destination if the goods are to be transported by means of the Company’s vehicle or when the goods are loaded if the goods are to be transported by the Purchaser or a carrier engaged (whether by the Company or the Purchaser) to transport the goods for the Purchaser.
b) Should the Company at the Purchaser’s request agree to engage a carrier to transport the goods for the Purchaser :
(i) the Company is authorised to engage a carrier on such terms and conditions it deems fit,
(ii) the Purchaser shall indemnify the Company against all demands and claims which may be made against it by the carrier so engaged and all liability which the Company may incur to the carrier arising out of the transportation of goods.
(c) The risk in the goods shall pass to the Purchaser on delivery of goods to the Purchaser, its agent or carrier referred to in 4(b) above.
(d) If the Purchaser fails to take delivery of the goods on due date, the
(i) risk shall immediately pass from the Company to the Purchaser;
(ii) the Purchaser shall refund to the Company on demand the reasonable costs (including storage and insurance) of keeping the goods during the period of that delay.
(e) The signature of any employee or agent of the Purchaser which appears on the Company’s official delivery note or waybill, or the delivery note of any authorised independent carrier, will constitute conclusive evidence of delivery of goods purchased.
(a) The Purchaser shall inspect the goods as soon after delivery as is reasonably practicable and shall notify the Company in writing of any shortage, deficiency or damage to the goods within 24 hours of receipt.
(b) The Purchaser shall also notify the Company in writing within 14 days of the invoice date of a total non-delivery of goods.
(c) Before using the goods or as soon as possible after using the goods and at interim periods after using the goods, the Purchaser shall test the goods to establish that it complies with the Purchaser’s expected quality standards and the warranty conditions of the manufacturer. More specifically, but not limited to, the Purchaser will not print large quantities (bulk printing) without testing the quality in smaller quantities before printing in bulk and repeat the testing at interim periods.
(d) If the Purchaser fails to comply with this Condition the Company shall be under no legal obligation in respect of any alleged non-delivery, shortage, discrepancy or damage to the goods or any other product used in combination with the goods.
- PAYMENTS AND FINANCIAL CONDITIONS
(a) The Purchaser shall pay the Company the net cash due, without set-off, 30 days from the date of such invoice, or in accordance with other payment terms agreed to in writing by the Company.
(b) The contract price is strictly net and no settlement discounts are allowed unless agreed to in writing.
(c) The Company shall without prejudice to any of it’s other rights or remedies, be entitled to charge, and the Purchaser agrees to pay, interest on any overdue, outstanding or re-scheduled amount until receipt of the relevant amount in the Company’s bank account. The rate of interest chargeable on any such amount shall be at the maximum rate possible, as set forth in the “Limitation and Disclosure of Finance Charges Act No.73 of 1968”, as amended, or any other applicable legislation.
(d) Should the Purchaser default in paying his account then the Company shall be entitled, but not compelled, to forthwith demand that the whole amount outstanding by the Purchaser, from whatsoever cause arising, will immediately become due and payable notwithstanding the fact that a portion of the amount would not be owing in accordance with the agreed terms of payment.
(e) The Purchaser agrees that in the event of any portion of an invoiced indebtedness being disputed then, in that event, the Purchaser will nevertheless forthwith pay the undisputed amount of such indebtedness according to the agreed terms of credit allowed to the Purchaser.
(f) Without prejudice to any of the Company’s other rights and remedies, in the event of;-
(i) failure to pay when due the full price or any other monies payable by the Purchaser pursuant to the Contract or to any other contract or Service Contract;
(ii) the Purchaser’s bankruptcy or insolvency;
(iii) any proceeding being brought against the Purchaser voluntarily or involuntarily under any bankruptcy or insolvency laws;
(iv) any judgment debt of the Purchaser remaining unsatisfied; or
(v) the Purchaser entering into any composition with it’s creditors;
the Company may refuse to make or suspend delivery of any further consignment of the goods agreed to be sold to the Purchaser or to cancel or suspend the performance of any other uncompleted order or service without incurring any liability whatsoever to the Purchaser. In the event that the Company suffers loss through any non-delivery or suspension, the Purchaser shall indemnify the Company against such loss.
(g) If the purchase price is not paid on due date and remains unpaid for 12 hours after the receipt of written notice demanding payment, the Company without prejudice to any other rights which it may enjoy may cancel the sale, retain all payments made and recover possession of the goods.
(h) The Company reserves the right to establish credit limitations based upon the Purchaser’s financial condition, and to delay delivery of specific purchase orders based upon these limitations.
(a) Notwithstanding the delivery of any goods to the Purchaser, ownership shall not pass until the Company has received payment in full of all and any indebtedness of the Purchaser to the Company, in the event of the Company or any holding or subsidiary or fellow subsidiary company of the Company becoming indebted to the Purchaser, the Company may set off such indebtedness against any monies which may be or become owing by the Purchaser to the Company.
(b) Until ownership of the goods has passed to the Purchaser in accordance with the proceeding condition, without prejudice to the Company’s other rights:-
(i) the Purchaser shall insure the goods in the name of the Company, shall keep the goods free from all charges, liens and other encumbrances and marked and apart from all other goods to show clearly that they belong to the Company;
(ii) the Purchaser may only dispose of the goods if it is a dealer in the relevant goods and making a bona fide sale at market value in the normal course of its business. The Purchaser acknowledges and admits that until such time as the goods are sold it shall hold the goods in a fiduciary capacity as bailee for the Company and the Company is contracting with the Purchaser in reliance on this provision, and that the Purchaser shall be estopped from denying this admission. Any proceeds of sale or insurance shall be held on trust for the Company.
(a) The Company shall make good by repair or (at its option) exchange such of the goods or part thereof which is shown to its reasonable satisfaction to have proved defective in materials or workmanship during the Warranty period on terms as stated in the Company’s Warranty Policy, provided that the Company received from the Purchaser written notice of such defect and , unless otherwise stated in the Company’s Warranty Policy, receives (carriage paid) the defective Product before the expiry of the relevant Warranty Period.
(b) The above warranty is given by the Company subject to the following conditions:-
(i) the Company shall be under no liability in respect of any defect in the goods arising from any drawing, design or specification supplied by the Purchaser;
(ii) the Company shall be under no liability in respect of any defect arising from fair wear and tear, willful damage, negligence, abnormal working conditions, failure to follow the Company’s instructions (whether oral or in writing), misuse or alteration or repair of the goods without the Company’s approval;
(iii) the Company shall be under no liability under the above warranty (or any other warranty, condition or guarantee) if the total price for the goods has not been paid by the due date for payment;
(iv) the above warranty does not extend to parts, materials or equipment not supplied by the Company.
The Company shall be under no obligation to accept return of any goods which were correctly supplied by the Company; but if the Company shall in any particular case agree to accept return of the goods which is not defective or subject to any claim, then it shall only do so on terms that:
(a) the Purchaser shall pay a handling charge equal to ten percent of the full invoice price of the goods so returned, or such other amount as may be agreed by the Company;
(b) the goods must be delivered to the Company’s premises in its original packaging, and both goods and packaging must be “as new”.
- SPECIAL ORDERS AND ADVICE
(a) The Purchaser must rely on its own skill and judgement in relation to the choice of goods and its fitness for his application.
(b) Any advice given or Datasheets or other information, but not limited to, supplied by the Company or its employees or anybody acting on behalf of the Company or its employees must not be construed as the “Choice of goods and its fitness for his application” exercised by the Company, employees or agent of the Company. It remains the final decision and responsibility of the Purchaser.
(c) The Company will not accept responsibility, nor accept the return of the following items:
(i) Software whether licensed or not, unless pre-authorised by the company in writing prior to ordering the software;
(ii) Special Order items;
(iii) Custom printed or custom programmed products, including but limited to, lanyards, badge reels, cards, encoders, card holders, ribbons, hologram ribbons and cleaning kits;
(iv) Opened media in including but not limited to, lanyards, badge reels, cards, encoders, card holders, ribbons, hologram ribbons and cleaning kits.
(v) IMPORTANT NOTE: Evolis offers integration services at the factory for smart card encoders. Please note that this integration and the sale of an integrated encoder bundled with an Evolis printer do not imply that Evolis and/or the Company and/or it’s Agent and employees will support the purchaser with its software developments and the validation of related cards. Evolis and/or the Company and/or it’s Agent and employees therefore strongly recommends the purchaser to ascertain its capacity to demonstrate, sell and support any printer fitted with an encoder. Evolis and/or the Company and/or it’s Agent and employees also recommends the purchaser to take all appropriate actions to validate that the software programs delivered are consistent and compatible to end-user’s needs. Information on this issue can be found on the relevant encoder manufacturer’s website. Evolis and/or the Company and/or it’s Agent and employees offers no support and will not be liable with regards to the quality of these software programs. The Evolis warranty is limited to hardware only, as stated in the Evolis Limited Warranty which is supplied with the printer
- EXCLUSION OF LIABILITY
(a) The Purchaser must rely on its own skill and judgment in relation to the choice of goods and its fitness for purpose.
(b) If any goods or any part of them are to be supplied in accordance with specifications, measurements, or other instructions furnished by the Purchaser, the Purchaser shall not have any claim of any nature whatever against the Company
(i) for any loss or damage sustained by the Purchaser as a result of any error, discrepancy or defect in those specifications, measurements or other instructions;
(ii) if the goods in question are not suitable for the purpose for which they are required, whether those purposes are known to the Company or not.
(c) The Company’s liability to the Purchaser for any damages sustained by the Purchaser from any cause whatever, including any damages arising out of the Company’s negligence or that of its servants, agents or sub-contractors, shall in any event and under all circumstances be limited to the replacement of goods which, at the date of delivery thereof are subject to a patent defect arising from defective materials or workmanship at the Company’s premises.
(d) Except as provided for in (c) the Company shall in no circumstances whatsoever be liable for any loss of profit or any damage direct or indirect, consequential or otherwise, sustained by the Purchaser whether or not caused by the negligence of the Company, its agents or employees.
(e) Insofar as any of the Company’s obligations under the contract are carried out by any of its servants, agents, sub-contractors or associates the provisions of (c) and (d) are stipulated for their benefit as well as the Company’s and each of them shall be exempted accordingly.
(f) The Purchaser shall not have any claim of any nature whatever against the Company for any failure by the Company to carry out any of its obligations under the contract as a result of causes beyond the Company’s control, including but without being limited to any strike, lock-out, shortage of labour or materials, delays in transport, accident of any kind, any default or delay by any sub-contractor or supplier of the Company, riot, political or civil disturbances, the elements, any act of any State or Government, any delay in securing any permit, consent or approval required by the Company for the supply of goods under the contract, or any other authority, or any other cause whatever beyond the Company’s absolute and direct control.
- CANCELLATION, RESCHEDULING AND RECONFIGURATION
(a) The Purchaser may on giving prior written notice to the Company and with the prior agreement of the Company in writing cancel or reschedule delivery of any goods or reconfigure any goods ordered by the Purchaser but only if such goods are standard goods sold by the Company. This is conditional upon the Purchaser giving the Company written notice of such desired cancellation, rescheduling or reconfiguration more than seven days prior to the agreed scheduled delivery date. Non-standard goods orders can only be cancelled, rescheduled or reconfigured with the written agreement of the Company.
(b) If the Purchaser shall fail to give such notice, the Purchaser shall indemnify the Company against all losses and costs incurred by the Company by reason of such cancellation, rescheduling or reconfiguration.
(c) The Company may cancel the contract or any uncompleted part of it if the Purchaser commits a breach of any terms or conditions of the contract;
or being an individual, dies or is provisionally or finally sequestrated or surrenders or makes application to surrender his estate;
or being a partnership, the partnership is terminated;
or being a company, is placed under a provisional or final order of liquidation or judicial management;
or has a judgment recorded against it which remains unsatisfied for 7 days;
or compromises or attempts to compromise generally with any of the Purchaser’s creditors.
(d) The Company’s rights in terms of (c) shall not be exhaustive and shall be in addition to its common law rights.
(e) No relaxation which the Company may have permitted on any one occasion in regard to the carrying out of the Purchaser’s obligations shall prejudice or be regarded as a waiver of the Company’s rights to enforce those obligations on any subsequent occasion.
(f) Upon the cancellation of the contract for any reason whatever
(i) All amounts then owed by the Purchaser to the Company in terms of the contract shall become due and payable forthwith,
(ii) The Company may retake possession of goods in respect of which ownership has not passed.
- REPAIR CENTRE SERVICES
(i) PCB’s and firmware shall not be upgraded to latest levels unless the fault condition is corrected by an engineering change.
(ii) Special firmware shall be removed for test purposes and replaced afterwards. The Company is unable to test subassemblies with special firmware fitted.
If, in the Company’s opinion, the Purchaser’s packaging is not suitable for returning items to site it shall be replaced for a charge.
(c) Estimates/Quotes: This service is not free of charge. The Company will charge a fee of R150 where estimates/quotes are rejected by the Purchaser. This will be credited on the final invoice if the estimate/quote.is accepted or if a new machine is purchased. Where the estimate/quote is not accepted the collection of the non-repaired items is the Purchaser’s responsibility and a charge will be levied to assemble the machine. The fee for estimates/quotes and assemble charges will escalade from time-to-time.
(d) Disposal Conditions of Uncollected Goods:
If the goods after repair or estimation have not been collected within three months from the date of the notification in writing to the Purchaser, the goods shall become the property of the Company, and be disposed of.
- NEGOTIABLE INSTRUMENTS
Any promissory note, bill of exchange, or other negotiable instrument received by the Company from the Purchaser shall not be a novation of the debt for which it is given and the Purchaser waives presentment, notice of dishonour and protest where applicable.
- NO WAIVER
No extension of time or any other relaxation or indulgence granted by the Company to the Purchaser shall operate as or be deemed to be a waiver by the Company of any of its rights under this contract or a novation of any terms and conditions of this contract.
(a) The Company shall be entitled but not obliged to institute any proceedings against the Purchaser, arising out of the contract, for the full balance outstanding including current purchases in any Magistrate’s Court having jurisdiction over the Purchaser, notwithstanding that the claim or the value of the matter in dispute may exceed the jurisdiction of the Magistrate’s Court. Further, the Purchaser agrees to be liable for all legal costs, including costs on the attorney-and-client scale and collection charges, including tracing costs which may arise. All payments made shall firstly be allocated towards such fees and charges, thereafter to interest and finally to capital.
(b) A certificate signed by a director of the Company showing the amount due and owing by the Purchaser at any given time shall be conclusive proof of the facts therein stated for the purpose of all legal proceedings against the Purchaser for recovery of the said amount.
The Purchaser nominates its business address as its domicilium citandi et executandi for service upon it of all notices and processes whether in connection with any claim for any sum due to the Company or otherwise.
The minimum order is ZAR 500. The order is personal to the buyer and may not be transferred without the agreement of The Company. Prior to signing the order form, the buyer must, if needed, take all necessary measures to ensure that the goods ordered are suitable and compatible with its own or clients installations or equipment.
- This contract is governed by the laws of the Republic of South Africa.