1. These terms and conditions; (a) represent the entire Global Outsourcing Services (Pty) Ltd t/a Printacom Technologies trading conditions and that no alterations or additions may be effected unless agreed to by both parties, reduced to writing and signed by the Customer and a duly authorised representative of Printacom Technologies (hereinafter called the “organisation”) (b) will govern all future contractual sales relationships between the parties whereby the Customer purchases goods or services from the Organisation; (c) are applicable to all existing debts between the parties; (d) are final and binding and are not subject to any suspensive or dissolutive conditions; (e) expressly exclude any conflicting conditions stipulated by the Customer; (f) supersede all previous conditions without prejudice to any securities or guarantees held by the Organisation and (g) apply to all servants, agents and subcontractors of the Organisation.
2. The Customer hereby acknowledges that he/she has read and understood each term of this agreement and accepts them as binding and acknowledges that the content reflects the true meaning of both parties and that this agreement has been entered into for the benefit of both the Customer and the Organisation.
3.1 The Customer agrees that neither the Organisation nor any of its employees will be liable for any negligent or innocent misrepresentations made to the Customer nor shall the Customer be entitled to resile from any contract on those grounds.
3.2 It is the sole responsibility of the Customer to determine that the goods or services ordered are suitable for the purpose of intended use.
4.1 All quotes will remain valid for a period of 7 days from the date of the quote or until the date of issue of a new price, whichever occurs first. The validity of any price quoted is subject to availability and to any increases in the cost price, including currency fluctuations, of the Organisation before dispatch of goods.
4.2 The Customer hereby confirms that the goods and services on the Tax Invoice issued duly represent the goods and services ordered by the Customer at the prices agreed to by the Customer and where performance / delivery has already taken place that the services and goods 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.
4.3 Any delivery note (copy or original) signed by the Customer and held by the Organisation shall be prima facie proof that delivery was made to the Customer.
4.4 Only written orders will be accepted by the Organisation. All such orders and any variations to orders will be binding, subject to these standard conditions and may not be cancelled without prior written consent.
4.5 The Organisation shall be entitled to split the delivery of the goods ordered in the quantities and on the dates it decides, with the prior consent of the Customer, which consent shall not be unreasonably withheld.
4.6 The Organisation shall be entitled to invoice each delivery actually made separately.
4.7 The risk of damage to or destruction of goods is passed to the Customer on signature of the delivery receipt upon delivery to the Customer or the Customer’s nominated representative and the Customer undertakes to insure the goods fully, until paid for. Pending payment to the Organisation for goods purchased, all benefits in terms of the insurance policy relating to the insurance of such goods, shall be ceded to the Organisation.
4.8 In the case of repairs undertaken by the Organisation, repair times given are merely estimates and are not binding on the Organisation.
4.9 The Organisation is hereby authorised to engage a third party on its behalf and on the terms deemed fit by the Organisation to transport all goods purchased.
4.10 If the Customer chooses to engage its own third party to transport the goods, the Customer indemnifies the Organisation against any claims of whatsoever nature that may arise from such an agreement.
4.11 Delivery and installation times given are merely estimates and are not binding on the Organisation. The Organisation warrants that it will use its best endeavours to meet such delivery times.
4.12 All goods taken on an evaluation, approval or demonstration basis by the Customer are deemed sold within 3 working days of issue and all goods taken on consignment are deemed sold within 5 working days of issue if not returned in a perfect condition, in the original packaging and with all accessories and manuals intact.
4.13 The Customer acknowledges all copyrights and shall not duplicate copyrighted material and that each attempt will immediately render the full prevailing price payable to the Organisation.
5.1 New goods are guaranteed according to the Manufacturer’s product specific warranties only and all other guarantees and warranties including common law guarantees are hereby specifically excluded. Services carry no guarantee.
5.2 Liability under Clause 5.1 is restricted to the cost of repair or replacement of faulty goods or services or granting of a credit at the sole discretion of the Organisation.
5.3 It is the duty of the Customer to return any defective goods to the premises of the Organisation’s nominee at the Customer’s own cost.
5.4 Any item delivered to the Organisation will form the object of a pledge in favour of the Organisation for present and past debts of the Customer to the Organisation and the Organisation will be entitled to retain such pledge at the value as determined in 13.1.
5.5 All guarantees are immediately null and void should any equipment be tampered with or should the seals on equipment be broken by anyone other than the Organisation or its appointed nominee, or should the goods be operated outside the Manufacturer’s specifications.
5.6 To be valid, guarantee claims must be supported by the original Tax Invoice and the goods in the original packaging of the goods and with all accessories and manuals intact. All items must be returned in an “as new” condition.
6.1 Under no circumstances will the Organisation be liable for any consequential or indirect damages or loss of profit or for any delictual liability for any nature whatsoever.
6.2 Under no circumstances will the Organisation be liable for any damage arising from any misuse or abuse of the goods.
7. No claim under these terms and conditions will arise unless the Customer has, within 7 days of the alleged breach or defect occurring, given the Organisation 30 days written notice by prepaid registered post to rectify any defect or breach of contract.
8. The Customer agrees to pay the amount on the Tax Invoice at the offices of the Organisation (a) cash on demand; or (b) if the Customer is a Credit Approved Customer, within 30 days after an invoice is issued by the Organisation.
9.1 The Customer has no right to withhold payment for any reason whatsoever and agrees that no extension of payment of any nature will be extended to the Customer and any such extension will not be applicable or enforceable unless agreed to by the Organisation, reduced to writing and signed by the Customer and a duly authorised representative of the Organisation.
9.2 The Customer is not entitled to set off any amount due to the Customer by the Organisation against his debt.
9.3 The Customer hereby agrees that any item handed in for repair may be sold by the Organisation to defray the cost of such repairs if the item remains uncollected within 30 days of the repairs being completed.
10.1 The Customer agrees that the amount due and payable to the Organisation may be determined and proven by a certificate issued by any independent auditor. Such certificate shall be binding and shall be prima facie proof of the indebtedness of the Customer.
10.2 Any printout of computer evidence tendered by any party shall be admissible evidence and no party shall object to the admissibility of such evidence purely on grounds that such evidence is computer evidence.
11.1 The Customer agrees that interest shall be payable on any monies due to the Organisation at 5% above the Prime Overdraft rate quoted by Nedcor Bank Ltd, which interested shall be calculated on a daily balance and capitalised monthly from the date the moneys fell due to payment. A certificate under hand of any manager of the Nedcor Bank Ltd shall be prima facie proof of the interest rate charged nor shall it be necessary to prove the signature or capacity of such manager.
11.2 The Customer expressly waives all rights to claim prescription under the relevant provisions of the Prescription Act 68 of 1969 as amended.
12. The Customer agrees that if an account is not settled in full (a) on demand; or (b) within the period agreed in clause 8 above in the case of a Credit Approved Customer;
The Organisation is entitled to: (i) immediately institute action against the Customer; or (ii) cancel the sale and take possession of any goods delivered to the Customer including goods sold or disposed of by the Customer which has not been paid for in full, and claim damages.
These remedies are without prejudice to any of the Organisation’s rights.
13.1 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 or retained pledged goods will be deemed to be the value placed on them by any sworn valuator after such repossession and such valuation will be prima facie proof of the value.
13.2 The Customer indemnifies the Organisation completely against any damage whatsoever relating to the removal of repossessed goods.
13.3 If any goods supplied to the Customer are of a generic nature and have become property of the Customer by operation of law (confusio or commixtio) the Customer shall be obliged on notice of cancellation of the agreement to retransfer the same quantity of goods in ownership to the Organisation.
14. All goods supplied by the Organisation remain the property of the Organisation until such goods have been fully paid for.
15 The Customer shall be liable to the Organisation for all legal expenses (including collection fees) on the attorney own client scale incurred by the Organisation 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 or valuation fees incurred.
16. The Customer agrees that no indulgence whatsoever by the Organisation will affect the terms and conditions or any of the rights of the Organisation and such indulgence shall not constitute a waiver by the organisation in respect of any of its rights herein. Under no circumstances will the Organisation be stopped from exercising any of its rights in terms of these conditions.
17.1 Any document will be deemed duly received by the Customer within (i) 3 working days of prepaid registered mail to any of the Customer’s business or postal addresses or the domicilium address of the customer or to the personal address of any director, member or owner of the Customer; or (ii) within 24 hours of being faxed to any of the Customer’s fax numbers or any director, member’s or owner’s fax numbers; (iii) on being delivered by hand to the Customer or any director, member or owner of the Customer; (iv) within 48 hours if sent by overnight courier; or (v) within 24 hours of being telexed to the Customer’s telex number.
17.2 The Customer chooses as it’s domicilium citandi et executandi the business address as per the dealer application or such other address agreed upon between the Organisation and the Customer.
17.3 The Customer undertakes to inform the Organisation in writing within 7 days of any change of Director, Member, Shareholder or Owner or address, or 14 days prior to selling or alienating the Customer business and failure to do so will constitute a material breach of this agreement.
18. The Customer agrees to the standard prices of the Organisation for any goods purchased or services rendered, as published in its ruling price list.
19. The invalidity of any part of these terms and conditions will not affect the validity of any other part, each clause in this agreement being severable from the rest.
20. Any order is subject to cancellation by the Organisation due to force majeure from any cause beyond the control of the Organisation, 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 disturbance, riot, state of emergency, strike, lockout, or other labour disputes, fire, flood, drought or legislation.
21. If at any time any amount of money due by the Customer to the Organisation is overdue for payment, the Organisation shall be entitled to suspend all deliveries to the Customer until all amounts are paid or, at the election of the Organisation, to cancel all outstanding orders in either of which events the Customer shall have no claim against the Organisation.
22. Prices are subject to change without prior notice.
23.1 Orders shall constitute irrevocable offers to purchase the goods in question at the usual prices of the Organisation as at the date when the customer places the order of the goods, subject to clause 4.1 above, and shall be capable of acceptance by the Organisation by the delivery of the goods, written acceptance or confirmation of the order.
23.2 The customer shall provide the Organisation with an order number when placing an order.
23.3 Any order marked for “Collections” and not collected within 3 days of placing the order will automatically be credited back into the system.
24.1 Should the customer wish to receive delivery of the goods by a more expensive method of transportation than that normally used by the Organisation, the customer shall make such request in writing and, in the event that the Organisation agrees to arrange such special delivery the additional charges shall be debited to the customer’s account and shall be payable by the customer.
24.2 Short deliveries must not be accepted and all the goods must be given to the driver of the delivery vehicle for return to the company.
24.3 Goods received in a damaged condition must either be rejected or accepted and a note of the item and type of damage made on the front of the invoice. Were the goods are rejected, the entire delivery must be returned as per 24.2 above.
24.4 The Organisation reserves the right to charge delivery charges, as and when necessary (R25 delivery charge for any order under R1 000).
25.1 Whilst the Organisation is under no obligation to accept the return of goods, the customer may apply to the Organisation for permission to return goods
25.2 In the event of a cancellation of an order by the customer for goods accepted for return by the Organisation, the Organisation reserves the right to charge a handling fee of up to 15% (fifteen per cent) or R500 per order, whichever is greater, on the value of the order cancelled or goods returned.
25.3 The credit control department must be notified of the relevant invoice, packing slip and batch numbers before any claim will be considered.
26. The Organisation follows’ their own policies for D. O. A’s (Dead on arrivals) and goods returned. Details of these policies are available on the organisation’s website, www.okisa.co.za.
27. No warranties whether express or implied shall apply, other than those provided in this contract. The Organisation specifically disclaims the implied warranty of merchantability and fitness for a particular purpose. No representation or warranty, including but not limited to statements of capacity, suitability for use or performance made by employees of the Organisation shall be considered to be a warranty by the Organisation. Any such statements made shall not give rise to any liability or whatsoever nature on the part of the Organisation, its employees, subcontractors or subsidiaries. The Organisation will not be liable to the customer for any loss, damage or expense of any nature, whether direct, special, indirect or consequential, including but not limited to loss or profits arising out of the Organisation’s performance or customers’ use of the goods or services rendered.
28. Where the customer uses a postal service to effect payment to deliver or return goods such postal services shall be deemed to be the agent of the customer. Likewise, where the customer uses internet banking, the bank shall be deemed to be the agent of the customer.
29. The Organisation’s liability in terms of a manufacturer’s warranty is restricted to, in the Organisation or the manufacturer’s discretion, the cost of repair or replacement of faulty goods or services or the granting of credit.
30. In the case of repairs undertaken by the Organisation repair quotes given are merely estimates and are not binding on the Organisation.
31. The Organisation shall not bear any risk associated with the loss of cheques sent via post by the customer.
32.1 The Organisation decision to grant credit facilities to the customer and the nature and extent thereof is at the sole discretion of the Organisation.
32.2 The Organisation reserves the right to withdraw, increase or decrease any credit facilities at any time without prior notice.
33.1 In the event of a breach of these terms and conditions by the customer, or if the customer is sequestrated or placed under liquidation or judicial management or commits any act of insolvency or enters into any compromise with its creditors or fails to satisfy a judgement granted against it within 7 (seven) days of the date of judgement or changes the structure of its ownership, the Organisation shall be entitled to take possession of the goods without prejudice to any further rights vested in the Organisation, and is hereby irrevocably authorised to enter upon the customer’s premises to take possession of such goods without a Court order.
33.2 Goods in the possession of the customer bearing the Organisations’ name, trademark, labels and/or serial no are deemed to be those for which payment has not yet been made, and should any breach of these terms occur, may be re-possessed by the Organisation in terms of paragraph 14 above.
33.3 The customer shall inform the landlord of the premises at which the goods are kept that such goods are the sole and absolute property of the Organisation until such time as the customer has paid the full purchase price to the Organisation.
33.4 In the event of a breach by the customer, should the customer fail to remedy such breach within 48 (forty eight) hours after receipt of notice to that effect from the Organisation, or should the customer repeatedly breach this agreement in such manner that the customer’s conduct is inconsistent with the intention or ability of the customer to carry out the terms of the agreement, or if the customer is sequestrated or placed under liquidation or enters into judicial management or any act if insolvency or enters into a compromise with its creditors or fails to satisfy a judgement granted against it within 7 (seven) days of the date of judgement or changes the structure of its ownership, the Organisation shall be entitled without prejudice to its rights in law or in terms of this agreement to take possession of the goods and is hereby irrevocably authorised to enter upon the customer’s premises to take delivery of such goods without Court order.
34. The customer shall not cede its rights nor assign its obligations under these terms and conditions.
35. The Organisation shall at any time in its sole discretion be entitled to cede all or any of its rights in terms of this terms and conditions to any third party without prior notice to the customer.
36. Goods are manufactured for standard commercial use, and are not intended for use in critical safety systems or nuclear facilities.
37.1 The Organisation may refer any dispute arising from or in connection with this contract to arbitration which arbitration award shall be final and binding on the customer and the Organisation.
37.2 The arbitrator will be a person agreed upon by the parties or failing agreement, appointed by the Arbitration Foundation of Southern Africa, who shall then finally resolve the dispute or issue in accordance with the Rules of the Arbitration Foundation of SA.
37.3 The arbitration must be held at the place and in accordance with whatever procedures, the arbitrator considers appropriate.
38. Acceptance of a negotiable instrument from the customer shall not be deemed to be a waiver of the Organisation’ rights under this contract. In relation to cheques furnished by the customer to the Organisation, the customer waives its right to insist on notice of dishonour or protest being given to it on the event that the cheque is dishonoured.
39.1 The Organisation has the customer’s consent at all times to contact and request information from any persons, credit bureau or businesses including those mentioned in the credit application form and to obtain any information relevant to the customer’s credit assessment, including but not limited to information regarding the amounts purchased from suppliers per month, length of time customer has dealt with each supplier, type of goods purchased and manner and time of payment.
39.2 The customer agrees and understands that information given in confidence to the Organisation by a third party on the customer will not be disclosed to the customer.
39.3 The customer hereby consents to and authorises the Organisation at all times to furnish credit information concerning the customer’s dealing with the Organisation to a credit bureau and to any third party seeking a trade reference regarding the customer in his dealings with the Organisation.