STANDARD TERMS & CONDITIONS OF AGREEMENT by monkey6

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STANDARD TERMS & CONDITIONS OF AGREEMENT

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									STANDARD TERMS & CONDITIONS OF AGREEMENT
1. The Customer agrees that: a) b) c) d) e) f) g) 2.1 this contract represents the entire Agreement between the Customer and Danté Consulting Services cc trading as Project Group (hereinafter called Project Group) by both parties, reduced to writing and signed by the Customer and a duly authorised representative of Project Group; that this Agreement will govern all future contractual relationships between the parties; this Agreement is applicable to all exiting debts between the parties; this contract is final and binding and is not subject to any suspensive or dissolutive conditions; any conflicting conditions stipulated by the Customer are expressly excluded; these terms supersede all previous conditions of Agreement without any prejudice to any securities or guarantees held by Project Group; and these terms apply to all servants and subcontractors of Project Group.

2.2 2.3 2.4 2.5 3.1. 3.2.

The Customer acknowledges that it does not rely on any representations made by Project Group in regard to the goods and/or services or any of its qualities leading up to this Agreement other than those contained in this Agreement. Any recommendation, formula, advice, dimension, weight, specifications, price list, performance figure, advertisement, brochure and other technical data furnished by Project Group in respect of the goods and/or services or orally in writing is approximate and for information only and will not form part of the Agreement in any way unless agreed to in writing by Project Group. The Customer warrants that neither Project Group nor any of its employees will be liable under any circumstances whatsoever for any loss or damage arising out of the use by the Customer of any misrepresentation, material or information referred to in clause 2.1 whether furnished negligently or innocently. It is the sole responsibility of the Customer to determine that the goods and/or services ordered are suitable for the purpose of intended use. The Customer agrees to pay all costs resulting from any acts or omissions by the Customer including suspension of work, modification or requirements, failure or delay in giving particular requisite to enable work to proceed on schedule or requirements that work be completed earlier than agreed. Project Group reserves the right at its sole discretion to provide alternative goods at the prevailing prices to those ordered by the Customer should such goods be unavailable, superseded, replaced or their manufacture terminated. The Customer hereby confirms that the goods and/or services on the Tax Invoice issued duly represent the goods or services ordered by the Customer at the prices agreed to by the Customer and, where delivery/performance has already taken place, that the goods or services were inspected and that the Customer is satisfied that these conform in all respects to the quality and quantity ordered and are free from any defects. Notwithstanding the provisions of clause 1 above, all orders or agreed variations to orders, whether oral or in writing, shall be binding and subject to these standard terms and conditions of Agreement and may not be cancelled. Telephonic orders for either goods and/or services placed by the Customer with Project Group will be processed but delivery of such order(s) shall be refused until such time as Project Group is placed in possession of a written order form. Project Group shall be entitled in its sole discretion to split the delivery/performance of the goods and/or services ordered in the quantities and on the dates it decides. Project Group shall be entitled to invoice each delivery/performance actually made separately Any delivery note or waybill or job card (copy or original) signed by the Customer or a third party engaged to transport the goods and held by Project Group, shall be prima facie proof that the delivery of the goods and/or services was made to the Customer and are in accordance with the quality and quantity reflected thereon. The risk of damage to, destruction or theft of goods shall pass to the Customer on acceptance of any order placed in terms of this Agreement and the Customer undertakes to comprehensively insure the goods until paid in full. Project Group may recover insurance premiums from the Customer for such ordered and uninsured goods. Delivery, installation, commencement and performance time quoted are merely estimates and are not binding on Project Group, time is not of the essence of this Agreement unless expressly agreed upon in writing by Project Group. Project Group shall not be liable for any loss or damage whatsoever nature, which the Customer may suffer as a result of any incorrect or delayed delivery. If Project Group agrees to engage a third party to transport the goods, Project Group is hereby authorised, in its sole discretion, to engage a third party on the Customer's behalf and on the terms deemed fit by Project Group. The Customer indemnifies Project Group against any claims that may arise from such an Agreement in clause 3.8 against Project Group. Repair times and repair costs given are merely estimates and are not binding on Project Group; time is not of the essence of this Agreement unless expressly agreed upon in writing by Project Group. Project Group shall not be liable for any loss or damage whatsoever nature, which the Customer may suffer as a result of any unforeseen costs and/or delayed repairs. Any item handed in for repair may be sold by Project Group to defray the cost of such repairs if the item/s remain uncollected within 30 (thirty) days of the repairs being completed. The Customer acknowledges all copyrights and shall not duplicate copyrights and material and that each infringement attempt shall immediately render the full prevailing price payable to Project Group. The Customer shall indemnify Project Group against any claims, costs and expenses arising out of the infringement of copyright, patent, trademark or design supplied by the Customer. No claim under this Agreement shall arise unless the Customer has, within 3 (three) days of the alleged breach or defect occurring, given Project Group 30 (thirty) days written notice be prepaid registered post to rectify any defector breach of Agreement. To be valid, claims must be supported by the original Tax Invoice. The Customer shall return any defective moveable goods to the premises of Project Group at the Customer's own cost, and packed in the original packaging and all risks for the duration of repair remain with the Customer. Goods returned for credit must be in a saleable condition and shall be subject to a handling charge not exceeding 15% (fifteen percent) of the total purchase price of such goods as reflected in Project Group's invoice . All guarantees are immediately null and void should any goods be tampered with or should the seals on goods be broken by any one other than Project Group or should their goods be operated or stored outside the Manufacturer's specifications. Any item delivered to Project Group shall serve as a pledge in favour of Project Group for present and past debts. Under no circumstances shall Project Group be liable for any consequential damages arising from any misuse, abuse or neglect of the goods and/or services. Delivery of the goods and/or services to the Customer shall take place at the place of business of Project Group or whatsoever location as agreed upon in writing by Project Group. The Customer agrees to pay the amount on the invoice at the offices of Project Group (a) cash on order or (b) if the Customer is an approved Customer/Dealer within the agreed credit period after an invoice is issued by Project Group. The risk of payment by cheque through the post rests with the Customer. The Customer has no right to withhold payment for any reason whatsoever. The Customer is not entitled to set off any amount due to the Customer by Project Group against this debt. Any discount or rebate offered by Project Group shall be forfeited if payment in full is not made against this debt. The Customer agrees that a certificate signed by any Director of Project Group shall be prima facie evidence of the amount due and payable to Project Group by the Customer including any interest and costs for the purposes of judgement, including provisional sentence or summary judgement, and of claims against insolvent or deceased estates. Proof of the appointment or authority of the signatory shall not be required in such certificate. The Customer agrees that interest shall be payable at the maximum legal interest rate prescribed in terms or the Usury Act on any moneys past due date to Project Group and that interest shall be calculated daily and compounded monthly from the date of acceptance of the order. The Customer agrees that if an amount is not settled in full (a) against order; or (b) within the period agreed to according to clause 7.1 above in the case of Approved Customers/Dealers; Project Group is (i) entitled to immediately institute action against the Customer at the sole expense of the Customer; or (ii) to cancel the Agreement at take possession of any goods delivered to the Customer and claim damages.

3.3. 3.4. 3.5. 3.6. 3.7. 3.8. 3.9. 3.10. 3.11. 3.12. 3.13. 3.14. 4.1 4.2 4.3 4.4 5. 6. 7.1 7.2 7.3 7.4 7.5 8.

9. 10.

11.1 In the event of cancellation, the Customer shall be liable to pay (a) the difference between the selling price and the value of the goods at the time of repossession and (b) all other costs incurred in the repossession of the goods. The value of repossessed goods will be deemed to be the value placed on them by any sworn valuator after such repossession and such valuation will be conclusive Proof of the value. 11.2 The Customer indemnifies Project Group completely against any damage whatsoever relating to the removal of repossessed goods.

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STANDARD TERMS & CONDITIONS OF AGREEMENT
12. All goods supplied by Project Group remain the property of Project Group until such goods and/or services have been fully paid for. The Customer is not entitled to sell or dispose of any goods unpaid for without the written consent of Project Group.

13.1 The Customer shall be liable to Project Group for all legal expenses (including collection fees) on the attorney-and-client scale of an attorney and counsel incurred by Project Group in the event of (a) any default by the Customer or (b) any litigation in regard to the validity and enforceability of this Agreement. The Customer will also be liable for any collection and valuation fees incurred. 13.2 The Customer shall pay one thousand five hundred rand into court or furnish sufficient security in lieu of costs in any action instituted by or against the Customer. 14. The Customer agrees that no indulgence whatsoever by Project Group will affect the terms of this Agreement or any of the rights of Project Group and such indulgence shall not constitute a waiver by Project Group in respect of any of Project Group's rights herein. Under no circumstances will Project Group be stopped from exercising any of its rights in terms of this Agreement. Project Group shall have the right to institute any action in either the Magistrate's Court or the Supreme Court at its sole discretion.

15.

16.1 Any document will be deemed duly presented to the Customer within (i) 3 days of prepaid registered mail to any of the Customer's business or postal address or to the personal address of any director, member or owner of the Customer; (ii) within 24 hours of being faxed to any of the Customer's fax numbers of any director, member or owner's fax numbers; or (iii) on being delivered by hand to the Customer or any director, member or owner of the Customer. 16.2 The Customer chooses as its Domicillium Citandi et Executandi the following: the business address or the physical address of any director (in the case of a company), member (in the case of a closed corporation) or of the owner(s) or partner(s) 17. The Customer agrees to the standard rates of Project Group for any goods and/or services rendered, which rates may be obtained on request.

18.1 Any order is subject to cancellation by Project Group due to force majeure from any cause beyond the control of Project Group, including (without restricting this clause to these instances): inability to secure labour, power, materials or supplies or by reason of an act of God, war, civil disturbances, riot, state of emergency, strike, lockout, or other labour disputes, fire, flood, drought or legislation. 18.2 The Customer agrees the Project Group will be immediately and irrevocable released from any contractual damages and penalty obligations should any of the events in clause 10 and 18.1 occur. 19. 20. The invalidity of any part of this contract will not affect the validity of any other part. This contract becomes final and binding on receipt of the acceptance by Project Group at its business address in Bellville, Cape Town.

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