STANDARD CONDITIONS OF AGREEMENT

1.      The customer agrees that this contract represents the entire agreement between the Customer and Promo Distributors cc t/a Promo Distributors cc (hereinafter called ‘the Business’), and that no alterations or additions to this agreement may be effected, unless agreed to by both parties, reduced to writing and signed by the Customer and a Member of the Business.

2.      The Customer hereby acknowledges that he/she has read and understands each term of this agreement and accepts them binding.

3.      The validity of any part of this contract will not affect the validity of any other part.

4.      The Customer warrants that the signatory on the Confirmation of Order has been duly authorized to contract on its behalf.

5.      The signatory hereby binds himself/herself in his/her personal capacity as co-debtor in solidium for the full amount due to the Business and agrees that these Standard Conditions will apply mutates mitandis to him/her.

6.      The Customer herby confirms that the goods and services on the Confirmation of Order duly represents the goods and services ordered by the customer at the prices agreed to by the Customer.

7.      The prices on the order are subject to any increase in supplier prices.

8.      The delivery lead times, as stated on the Confirmation of Order, is an estimate and is subject to the delivery time of the Business’ suppliers.

9.      Any delay by the Customer in signing the order, furnishing and/or approval of any design or artwork required by the Business, to complete the order, will automatically delay the delivery date of the order by the same number of days.

10.    A signature by any employee of the Customer for the approval of any design or artwork will deem the design or artwork as satisfactory to the Customer.

11.    The Customer agrees that he/she may not cancel the order after work has commenced and agrees to pay the total amount of the order in case of cancellation.

12.    The Customer agrees that this order, or part of this order, may at any time be cancelled by the Business, at the sole discretion of the Business, and that the Customer will have no claim of whatever nature against the Business due to the cancellation of the order.

13.    The Customer explicitly agrees that the Business may deliver and Invoice any part of the order as it becomes available for delivery.

14.    The Customer agrees that the signature on an Invoice or Delivery note, of any employee, for delivered goods, is proof that:  the goods were received by the Customer, the goods were inspected and are of acceptable quality, the goods were received in good order and the quality of the goods conform with the quality on the Invoice or delivery note.

15.    It is the duty of the Customer to return any defective goods to the premises of the Business at his own cost, and within 7 days of delivery.

16.    In the event of any goods being defective, the rights of the Customer are limited to the factory guaranty, if any, of the goods supplied.  This liability is restricted to the cost of repair or replacement of faulty goods, but at the sole discretion of the Business and its suppliers.

17.    The risk of damage to or destruction of goods passes to the Customer on delivery.

18.    Under no circumstances will the Business be liable for any damage arising from misuse and/or abuse of the products.

19.    Under no circumstances will the Business be liable for consequential damages of any nature.

20.    The Customer acknowledge that the amount of the Invoice mentioned above is due unconditionally, and agrees to pay the amount of the Invoice strictly according to the payment terms as stated on the Confirmation of Order.

21.    All goods supplied by the Business remain the property of the Business until such goods have been fully paid for.  The Customer is not entitled to sell any goods unpaid for without the prior written consent of the Business.

22.    The Customer herby declares that, incase of payment by cheque, there are sufficient funds available and that such funds will remain available in order that all cheque payments will be honored.

23.    Proof of payment, to the satisfaction of the Business, vests with the Customer and must upon request of the Business be furnished without delay.

24.    The Customer has no right to withhold payment of any delivered goods.

25.    The Customer is not entitled to set off any amount due to the Customer by the Business against this dept.

26.    The Customer agrees that interest shall be calculated on overdue payments from the date of Invoice, and will be calculated at the prime lending rate of the Business’s Bankers plus 5%.

27.    The Customer agrees that the amount due and payable to the Business shall be determined and proven by a certificate issued by the Business and signed on its behalf by any authorized person, who’s authority need not be proven.  Such certificate shall be binding and shall be prima facie proof of the indebtedness of the Customer.

28.    The Customer agrees that no indulgence whatsoever by the Business will effect the terms of this agreement or any of the rights of the Business and such indulgence shall not constitute a waiver by the Business in respect of any of its rights herein.  Under no circumstances may the Business be stopped from exercising any of its rights in terms of this agreement.

29.    Any document will be deemed duly presented to the Customer:  after three days of prepaid registered mail to any of the Customer’s (business or personal) addresses, or within 24 hours of being faxed to any of the Customer’s fax numbers (business or Personal), or on being delivered by hand to the Customer.

30.    The Customer agrees that if an account is not settled in full, in accordance with the payment terms, the Business is entitled to immediately institute any action against the Customer to recover any outstanding monies.

31.    The Business shall have the right to, at its sole discretion, institute any legal action in either the Magistrate’s Court or the Supreme Court.

32.    The Customer agrees to the jurisdiction of the Magisterial district of the Business’s choice.

33.    The Customer shall be liable to the Business for all legal expenses on the attorney-and-client scale in the event of any legal action in regard to the validity and/or enforceability of this agreement and/or any legal action to enforce this agreement.  The Customer will also be liable for any collection fees incurred.

34.    The Customer agrees that the Business will not be required to furnish security in terms of Rule 62 of the Rules of Court of the Magistrate’s Courts.

35.    The Customer shall pay into court, or furnish sufficient security in lieu of costs in any action instituted by or against the Customer.

 36.    No claim from the Customer under this contract will arise unless the Customer has given the Business thirty days written notice by prepaid registered post to

          rectify any defect or breach of contract.