1. All orders or contracts of sale, or agreed variations thereto, whether oral or in writing, shall be binding and subject to this Agreement and may not be cancelled by the Customer.
2. The Customer agrees that neither Dot Office Supplies (Pty) Ltd nor any of its employees will be liable for any negligent or innocent misrepresentations made to the Customer.
3. All quotations are subject to the availability of input products or services and subject to correction of good faith errors by Dot Office Supplies (Pty) Ltd, and the prices quoted are subject to any increases in the cost price, including currency fluctuation, to Dot Office Supplies (Pty) Ltd before acceptance of the order.
4. In the event of the Customer disputing the amount of the cost increase in Clause 3 above, the said amount may be certified by an independent auditor and such certificate shall be final and binding on the Customer.
5. The Customer acknowledges all copyrighted material. Each infringement attempt shall render the full order value of such infringement immediately payable to Dot Office Supplies (Pty) Ltd.
6. The Customer hereby indemnifies Dot Office Supplies (Pty) Ltd against any claims, costs and expenses arising out of the infringement of copyright, patent, trade mark or design supplied by the Customer, or the printing of any illegal or defamatory material. Each party shall diligently protect the other's trade secrets and confidential information.
7. It is the sole responsibility of the Customer to determine that the products or services ordered by it are suitable for the purpose of intended use. Dot Office Supplies (Pty) Ltd gives no warranty, express or implied, concerning the suitability of the products supplied for any purpose whatsoever.
8. Dot Office Supplies (Pty) Ltd reserves the right, at its sole discretion, to provide alternative products at the prevailing prices to those ordered by the Customer should those products have been superseded, replaced or otherwise become unavailable.
9. Products are sold voestoots with no warranty against latent defects. All other guarantees, including common law guarantees, are hereby specifically excluded.
10. Liability under Clause 9 is restricted to the cost of repair or replacement of faulty products or services, or granting of a discount, at the sole discretion of Dot Office Supplies (Pty) Ltd.
11. Dot Office Supplies (Pty) Ltd shall not be liable for any damage arising from any misuse,
abuse or neglect of products or services under any circumstances whatsoever.
12. Any order is subject to cancellation by Dot Office Supplies (Pty) Ltd due to acts of God, or from any cause beyond the control of Dot Office Supplies (Pty) Ltd, 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.
13. Delivery of products or services to the Customer shall take place at the place of business of Dot Office Supplies (Pty) Ltd.
14. The complete production must be despatched or must be collected by the Customer when ready and the Customer shall not refuse or delay to take delivery.
15. The Customer agrees that an over supply or under-supply not in excess of 10% (ten per cent) of the products ordered may be produced, and that it shall be liable for payment of all quantities so supplied.
16. Dot Office Supplies (Pty) Ltd shall be entitled in its sole discretion to split the delivery or performance of the products or services ordered in the quantities and on the dates it decides.
17. Dot Office Supplies (Pty) Ltd shall be entitled to invoice each delivery or performance separately when executed. 18. The Customer agrees to establish, immediately upon delivery, that the products and services appearing on Dot Office Supplies (Pty) Ltd's delivery note, Tax Invoice or other documentation, correctly represents the products, or services, and prices agreed to, and are free of defects.
19. Where products or services are delivered prior to the issue of a tax invoice, the Customer agrees to, immediately upon receipt of the Tax Invoice, establish that it correctly represents the delivered products or services and prices agreed to. 20. The Customer hereby confirms that the goods or services detailed on the Tax Invoice issued duly represents 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 the Customer is satisfied that these conform in all respects to the quality and quantity ordered and are free from any defects.
21. Any delivery note, invoice or waybill (copy or original) signed by the Customer or a third party engaged to transport the products, and held by Dot Office Supplies (Pty) Ltd, shall be conclusive proof that delivery was made to the Customer. 22. The Customer shall return any defective moveable products to the premises of Dot Office Supplies Pty) Ltd at the Customer's own cost and packed in the original or suitable packaging.
23. Claims under this Agreement shall only be valid if the Customer has, within 3 days of the alleged breach or defect Occurring, given Dot Office Supplies (Pty) Ltd 30 days written notice by prepaid registered post to rectify any defect or breach of Agreement.
24. To be valid, claims must be supported by the original Tax Invoice.
25. If Dot Office Supplies (Pty) Ltd agrees to engage a third party to transport products on the Customer's behalf it does so on terms deemed fit by Dot Office Supplies (Pty) Ltd. The Customer indemnifies Dot Office Supplies (Pty) Ltd against any claims arising from such Agreement.
26. The risk of damage to or destruction or theft of its products shall be passed to the Customer on delivery or any order placed in terms of this Agreement and the Customer undertakes to comprehensively insure the products until paid for in full. Dot Office Supplies (Pty) Ltd may recover insurance premiums from the Customer for products insured on the Customer's behalf.
27. All products supplied by Dot Office Supplies (Pty) Ltd remain the property of Dot Office Supplies (Pty) Ltd until such products have been fully paid for whether such products are attached to other property or not.
28. The Customer agrees that the amount contained in the Tax Invoice issued by Dot Office Supplies (Pty) Ltd shall be due unconditionally (a) cash on order, or (b) if the Customer as a Credit Approved Customer, then within the granted credit period as specified on the Credit Application.
29. The Customer agrees to pay the full amount on the Tax Invoice at the Business Address of Dot Office Supplies (Pty) Ltd or at such other place that Dot Office Supplies (Pty) Ltd may designate in writing.
30. The risk of payment by cheque through the post, or by electronic funds transfer rest with the Customer.
31. The Customer has no right to withhold payment for any reason whatsoever and agrees that any extension of time given for payment shall be valid only if reduced to writing and signed by the Customer and a duly authorized representative of Dot Office Supplies (Pty) Ltd.
32. The Customer is not entitled to set off any amount due to the Customer by Dot Office Supplies (Pty) Ltd against its indebtedness to Dot Office Supplies (Pty) Ltd.
33. All discounts shall be forfeited if payment in full is not made on the due date.
34. The Customer agrees that the amount due and payable to Dot Office Supplies (Pty) Ltd may be determined and proven by a certificate issued and signed by an independent auditor. Such certificate shall be binding and shall be prima facie proof of the indebtedness of the Customer.
35. Any printout of computer evidence tendered by any party shall be admissible evidence and the parties shall not object to the admissibility of such evidence purely on grounds that such evidence is computer evidence, or that the requirements of the Computer Evidence Act have not been met.
36. The Customer agrees that if an account is not settled in full (a) against order; or (b) within the period agreed in clause 28 above in the case of a Credit Approved Customer, Dot Office Supplies (Pty) Ltd is entitled to; (i) immediately institute action against the Customer at the sole expense of the Customer; or (ii) cancel the Agreement and take possession of any products delivered to the Customer and claim damages. These remedies are without prejudice to any other right Dot Office Supplies (Pty) Ltd may be entitled to in terms of the Agreement, or in law, Dot Office Supplies (Pty) Ltd reserves its right to stop supply immediately on cancellation or on non-payment.
37. In the event of cancellation, Dot Office Supplies (Pty) Ltd is entitled to cease producing any unmade balance of a contract, and to recover any loss sustained thereby from the Customer.
38. A Credit Approved Customer will forthwith lose this approval when payment is not made in accordance with the conditions of Clause 28 and all amounts then outstanding shall immediately become due and payable.
39. The Customer agrees that interest shall be payable to Dot Office Supplies (Pty) Ltd at the maximum legal interest rate prescribed in terms of the Usury Act on any amount in arrears, and that interest shall be calculated daily and compounded monthly from the date of acceptance of order.
40. The Customer shall be liable to Dot Office Supplies (Pty) Ltd for all legal expenses incurred by Dot Office Supplies (Pty) Ltd on the attorney-and-own client scale in the event of (a) any default by the Customer or (b) any litigation in regards to the breach, validity, or enforceability of this Agreement. The Customer shall also be liable for any tracing, collection or valuation fee incurred as well as for any costs, including stamp duties, for any form of security that Dot Office Supplies (Pty) Ltd may demand.
41. The Customer shall pay three thousand Rand into court or furnish sufficient security in lieu of costs in any action instituted by or against the Customer.
42. The Customer agrees that Dot Office Supplies (Pty) Ltd will not be required to furnish security in terms of Rule 62 of the Rules of Court of the Magistrate's Court or in terms of Rule 47 of the Supreme Court Act 59 of 1959 as amended. 43. The Customer expressly agrees that any debt owed to Dot Office Supplies (Pty) Ltd by the Customer shall become prescribed only after the passing of a period of ten years from the date the debt falls due.
44. The Customer irrevocably authorizes Dot Office Supplies (Pty) Ltd to enter its premises to repossess any products delivered, without court order, and indemnifies Dot Office Supplies (Pty) Ltd completely against any damage whatsoever, relating to the removal of repossessed products.
45. The Customer is not entitled to sell or dispose of any products unpaid for without prior written consent of Dot Office Supplies (Pty) Ltd. The Customer shall not allow the products to become encumbered in any manner prior to the full payment thereof and shall advise third parties of the rights of Dot Office Supplies (Pty) Ltd in the products.
46. Any item delivered to Dot Office Supplies (Pty) Ltd shall serve as a pledge in favour of Dot Office Supplies (Pty) Ltd for present and past debts and Dot Office Supplies (Pty) Ltd shall be entitled to retain or realise such pledge as it deems expedient at the value as determined in Clause 55. The sworn or realised value of pledged products will be offset against the Customer's debts and any excess balance will be paid to the Customer.
47. Dot Office Supplies (Pty) Ltd is entitled to exercise a lien over any of the Customer's property in its possession until all outstanding debts have been paid.
48. If any products supplied to the Customer are of a generic nature and have become the property of the Customer by operation of law (confusion or commixtio), the Customer shall be obliged on notice of cancellation of the Agreement to retransfer the same quantity of products in ownership to Dot Office Supplies (Pty) Ltd.
49. The Customer or any agent acting on its behalf, on whose behalf or at whose instance any services are rendered hereby indemnifies Dot Office Supplies (Pty) Ltd and all of its employees against any liability which Dot Office Supplies (Pty) Ltd may incur to any other person as a result of the production of any material produced.
50. The Customer agrees to the standard Rates of Dot Office Supplies (Pty) Ltd for any products supplied or services rendered, which rates may be obtained on request.
51. Any document shall be deemed duly presented to and accepted by the Customer (1) within 3 days of the Customer's business or postal addresses 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; or (iii) within 24 hours of being e-mailed to any of the Customer's e-mail addresses, or any director, member's or owner's e-mail addresses; or (iv) on being delivered by hand to the Customer or any director, member or owner of the Customer, or (v) within 48 hours if sent by overnight courier; and (vi) within 7 days of being sent by surface mail.
52. Any order is subject to cancellation by Dot Office Supplies (Pty) Ltd if the Customer breaches any terms of this Agreement or makes any attempt of compromise, liquidation, sequestration, termination or if judgement is recorded against the Customer or any of its principals.
53. The Customer agrees that Dot Office Supplies (Pty) Ltd will be immediately and irrevocably released from any contractual damages and penalty obligations should any event in clause 12 or 52 occur.
54. In the event of the Customer being in arrears with any payment or in breach of any terms of this Agreement, Dot Office Supplies (Pty) Ltd is entitled to cancel all contracts with immediate effect.
55. In the event of cancellation, the Customer shall be liable to pay (a) the difference between the selling price and the
value of the products at the time of repossessions and (b) all other costs incurred in the repossession of the products. The value of repossessed or retained pledged products shall be deemed to be the value placed on them by any sworn valuator after such repossession, and such valuation shall be conclusive proof of the value. If the products are not recovered for any reason whatsoever, the value shall be deemed to be nil.
56. The Customer agrees that any indulgence whatsoever by Dot Office Supplies (Pty) Ltd will not affect the terms of this Agreement or any of the rights of Dot Office Supplies (Pty) Ltd and any such indulgence shall not constitute a waiver by Dot Office Supplies (Pty) Ltd in respect of any of its rights herein. Dot Office Supplies (Pty) Ltd will not be stopped from exercising its rights in terms of this Agreement under any circumstances whatsoever.
57. Dot Office Supplies (Pty) Ltd shall not be liable for any consequential damages including loss of profits or for any delictual liability of any nature whatsoever.
58. The invalidity of any part of this Agreement shall not affect the validity of any other part.
59. In this Agreement any reference to natural persons includes legal persons and vice versa and references to any gender includes references to the other gender and vice versa.
60. The Customer hereby consents that Dot Office Supplies (Pty) Ltd shall have the right to institute any legal action in either the magistrate's Court or the High Court at its sole discretion.
61. This Agreement and its interpretation is subject to South African law and the Customer consents to the exclusive jurisdiction of the South African Courts referred to in 60.