1. CONFIRMATION OF ARTWORK AND PRINTING OF GOODS
1.1. In this agreement the following words shall have the following meanings:
1.1.1. “Artwork” shall mean the artwork performed by the Supplier in accordance with the Copy.
1.1.2. “Copy” shall mean the instructions incorporated in the Copy form and annexures which illustrate the layout and/or format of the advertising or branding on the Goods;
1.1.3. “Goods” shall mean the calendars, diaries, corporate gifts, maps, brochures and/or desk accessories and/or other products supplied by the Supplier from time to time ordered by the customer; and
1.1.4 “Supplier” shall mean the party reflected overleaf as the supplier.
1.2 The customer acknowledges that the instructions for the format/design/layout of the advertising or branding on the Goods shall be set out exclusively
in the Copy and no verbal arrangements will be accepted.
1.3. Any complaint in respect of Artwork or printing shall be lodged in writing with the Supplier at its Head Office.
1.4. In the event of the customer failing to lodge a complaint in respect of the Artwork or corrected Artwork within 7 (seven) days of despatch of such proof of Artwork by the Supplier to the customer, then the Artwork shall be deemed to have been accepted by the customer as being in accordance with the Copy.
1.5. Acceptance of the Artwork as aforesaid shall authorise the Supplier to proceed with the printing of the Goods.
1.6. The Supplier and customer hereby acknowledge that the printing of the Goods shall be substantially in accordance with the accepted Artwork. Any minor defects in the printing will not constitute incomplete performance by the Supplier and the customer shall not be entitled to return the Goods. In the event of any major defect in the printing, the customer shall, at his own expense, return the consignment of Goods to the Supplier within 7 (seven) days of receipt, failing which the customer shall be deemed to have accepted such consignment.
1.7. The Supplier shall have the sole discretion to accept subsequent variations to the Copy as requested by the customer in writing and to charge a reasonable fee for any expenses incurred pursuant to such request.
2.1. The Supplier shall deliver the consignment of Goods to the customer at the customer’s address reflected overleaf (or such other single address as the customer may select in writing prior to the acceptance of the Copy referred to in paragraph 1.1.4 above.) All costs of delivery of the Goods to or from the Supplier shall be for the customer’s account and the Supplier shall be entitled to nominate the carrier who shall be the customer’s agent. Delivery shall be deemed to have been effected when the consignment of Goods is ready for despatch or collection, as the case may be. The Supplier shall be entitled to withhold delivery to the customer whilst any amount due by the customer to the Supplier is overdue.
2.2. Delivery may be made earlier than the specified date. Where a date of delivery is specified every effort will be made to despatch the Goods by the specified date. If due to any circumstances, delivery is reasonably delayed, the customer agrees to accept delivery on a later date.
2.3. Notification in writing of a defect in the Goods must be made to the Supplier within 7 (seven) days of receipt of goods or delivery.
3. PAYMENT OF PURCHASE PRICE
3.1. Terms are strictly 30 (thirty) days from the date of delivery. Where a customer is a juristic person with a turnover exceeding the threshold prescribed in terms of the National Credit Act 34 of 2005 (”NCA”), any amount outstanding after 30 (thirty) days will be subject to the imposition of an interest charge of 2% (two percent) over the prime overdraft rate charged by Nedbank Limited from time to time.
3.2. The customer agrees that upon the expiry of a 7 (seven) day demand calling upon a customer to pay the contract price referred to above, this document shall constitute an acknowledgment of indebtedness of the said amount and enable the Supplier to obtain provisional sentence thereon.
3.3. Where payment is not made on the due date, the customer shall, in addition, be liable for all legal expenses and other fees and charges incurred by the Supplier with its attorneys, including attorney and client charges and collection commission which it is by agreement obliged to pay.
3.4. Payment may not be withheld pending settlement of any dispute. All cheques or postal orders issued must be made in the name of the Supplier.
3.5. Unless otherwise stated, it shall be deemed that the Goods are purchased for the customer’s own use and VAT will be charged.
The Supplier shall not be liable for indirect or consequential loss or for any loss to the customer arising from third party claims nor by errors or defects in printing or by delay in delivery.
5. PRICE AND COST VARIATIONS
The Supplier shall have the right to increase the price without notice to the customer where:
5.1. the cost of materials, labour, or other production costs increase due to circumstances beyond the Supplier’s reasonable control;
5.2. the reproduction costs of Artwork, blocks, logos, negatives and /or any other material supplied by the customer, where necessary to complete the printing in accordance with paragraph 1 above, increase due to circumstances beyond the Supplier’s reasonable control.
6. MATERIALS, ILLUSTRATION, AND DESIGN VARIATIONS
The customer will be bound by any variation in the standard and quality of materials supplied by any manufacturer to the Supplier when executing the contract. The Supplier reserves the right to select or substitute suitable alternative material, stock, designs and/or illustrations as it may deem necessary.
As the Supplier cannot guarantee exact quantities, the customer agrees to accept the quantity delivered by the Supplier as compliance with the terms hereof subject to a maximum margin of 10% (ten per cent) less or more and agrees to pay for the quantity so delivered on a pro-rata basis.
The Supplier may cancel the contract in whole or in part if the customer commits any breach of its obligations in terms of this agreement or attempts to cancel this agreement. The client cannot cancel this agreement without the consent of the Supplier. Where, after the conclusion of this agreement, the client purports to cancel the agreement without the consent of the Supplier, the Supplier shall have the right at its option, to fulfill the contract and to claim payment in full or alternatively to accept cancellation and claim 75% (seventy-five percent) of the full contract price which the customer agrees is a genuine pre-estimate of the Supplier’s damages which will include loss of profits, agent’s commission, typesetting, and other production costs incurred.
The customer accepts full responsibility for and indemnifies the Supplier against any claims made by third parties for printing, publishing, possessing or distributing defamatory or illegal matter or the infringement of copyright, patent, trademark or design or any other claim arising out of the Supplier performing in accordance with this contract.
10.1. The signatory hereto, where he acts in a representative capacity, warrants that he has the authority to bind his principal to this agreement and furthermore binds himself as surety and co-principal debtor in solidum and renounces the benefits of division and excussion for the due payment of all amounts owing hereunder.
10.2. The signature of this document by the customer shall constitute an irrevocable offer to the Supplier and a binding contract shall come into being only when such offer is accepted by the Supplier at its Head Office. The representative who tenders this offer to the Supplier shall be deemed to be the customer’s agent for the purpose of tendering the offer to the Supplier at its Head Office which shall be deemed to be the place where the contract is concluded.
10.3. This contract shall be governed by and shall be construed and interpreted in accordance with the laws of the Republic of South Africa.
10.4. The customer chooses the address appearing overleaf as its domicilium citandi et executandi for the service of all notices of processes arising out of the conclusion of this contract. Any notice to be given to the customer by the Supplier may be given by prepaid registered letter and shall be deemed to have been received by the customer 3 (three) days after the posting of such letter.
10.5. This contract which includes the “Copy” instructions shall constitute the entire contract between the parties and the customer acknowledges that no representations or warranties made or given by a representative of the company are relied upon. No alterations, variations or additions to the contract shall be of any force or effect unless recorded in writing and signed by both parties.
10.6. If the customer issues a purchase order covering this order, all terms and conditions of the said purchase order which are inconsistent with this order are null and void.