CFT Labels Disclaimer
STANDARD TERMS AND CONDITIONS
1. APPLICABILITY OF STANDARD TERMS AND CONDITIONS:
These standard terms and conditions as well as the information supplied herein is binding upon both THE CUSTOMER, its successors in title and/or assigns and THE CREDITOR, its successors in title and/or assigns
2. PAYMENT
THE CUSTOMER accepts and will adhere to the terms of strictly 30 day payment from date of invoice. All amounts payable by THE CUSTOMER to THE CREDITOR WILL BE PAID FREE OF ANY BANK OR OTHER CHARGES IN South African currency into THE CREDITOR’S banking account as noted upon the invoice and/or as unilaterally specified by the CREDITOR from time to time. Customers agree to pay for any preliminary work that is produced at his request whether experimentally or otherwise.
3. DEFAULT OF PAYMENT
Should THE CUSTOMER default in making of payment within the 30 days allowed for payment, THE CREDITOR shall be entitled to charge interest on the amount overdue from due date up to and including the day of final payment. Should any amount owing by THE CUSTOMER become overdue, interest will be charged at the rate of 2 % per month, capitalised monthly, as from date of default calculated monthly in arrear. Should default of payment persist THE CREDITOR shall have the right to withhold deliveries due to THE CUSTOMER under the contract and under all such contracts between them until such time as payment has been effected.
4. SUSPENSION
Should deferral of payment be granted as a result of this application, the same may be withdrawn by THE CREDITOR, at any time, without prior notice, THE CREDITOR reserves the right at any time and without notice, to suspend THE CUSTOMERs account, withhold supplies and to amend any trade discount structures until full arrears have been satisfactorily expunged.
5. ESTIMATES AND QUOTATION
Estimates and quotations not accepted within THIRTY DAYS thereof may be deemed withdrawn and cancelled and deemed to have lapsed. A new quotation will be drawn up should THE CUSTOMER still require the order and it is at the discretion of THE CREDITOR to adjust the pricing of same dependent upon their pricing index.
6. PRICE
Should after the Contract has been entered into import and export duties, customs, charges, taxes on export, import and delivery or similar charges increase as a result of decisions made by authorities or if new duties, taxes and charges are introduced and implemented in respect of the relevant goods and their conveyance, the price may be revised accordingly. The price alteration shall be done through written notice given by THE CREDITOR to THE CUSTOMER within a reasonable time.
7. APPROVALS
The quality of goods shall be in conformity with Proofs, pulls, samples, specimens, sketches, photographs, labels, plates, stereos, dies or any representation, whether partial or total. Upon approval the customer shall have no claim against the company for errors in the exemplar as approved by him. Changes required after approval by the customer, other than the correction of errors made by THE CREDITOR will be charged for. Any correction of errors must be brought to THE CREDITORS attention within forty eight (48) hours of approval. Customer’s property supplied to THE CREDITOR on behalf of a customer will be held at the customer’s risk. The customer cannot hold THE CREDITOR responsible for imperfect work caused by defects in or unsuitable material supplied. Extra costs incurred through the provision of defective material will be for the customer’s account.
8. INDEMNITY
THE CREDITOR shall not be required to produce any matter, which in their opinion is illegal or defamatory. THE CUSTOMER shall indemnify THE CREDITOR against any claims, costs and expenses arising out of infringement of copyright, trademarks, patent or design. It is the sole responsibility of the customer to determine whether the goods ordered by him are suitable for the purpose of which he intends using them. THE CREDITOR gives no warranty, expressed or implied, concerning the suitability of the goods supplied for any purpose whatsoever. Nor shall they be liable for any direct, indirect, consequential or other loss, including loss to Third Parties, arising out of errors in carrying out a contract, or by delay in delivery, or by unsuitability of goods for use as intended.
9. ACCELERATION CLAUSE
Should it become necessary for THE CREDITOR to proceed against THE CUSTOMER in a Court of Law, at any time, the whole amount outstanding on the account will immediately become due and payable, notwithstanding the fact that a portion of the amount would not be due in accordance with the agreed terms of payment, at the discretion of THE CREDITOR. –
10. JURISDICTION
The Customer consents to the jurisdiction of the Magistrate’s Court by virtue of Section 45 of the Magistrate’s Courts Act of 1944 for the determination of any claim which THE CREDITOR may at any time, have against THE CUSTOMER arising out of the supply of goods or any other reason whatsoever and which would otherwise be outside the jurisdiction of the aforementioned Court by virtue of the amount claimed, in terms of Section 28 of the aforesaid Act, at the discretion of THE CREDITOR. Should a party elect to institute proceedings in the High Court, the parties consent to the jurisdiction of the South Gauteng High Court
11. COSTS
If any claim against THE CUSTOMER is handed over to THE CREDITOR’S Attorneys/Debt collectors for collection, THE CUSTOMER will be responsible for all attorney’s /debt collection costs/commission incurred by THE CREDITOR which costs shall include all collection charges, disbursements and costs on the scale between attorney and client, and inclusive of collection commission at 20%of capital and costs. The legal cost incidental to the negotiation, preparation, settling, signing and implementation of this agreement will be borne by THE CUSTOMER.
12. PROOF OF DELIVERY
Delivery shall be made at the time and manner agreed upon between THE CREDITOR and THE CUSTOMER. All risk in and to the goods shall pass to THE CUSTOMER upon delivery. Each delivery shall be considered to be deemed to be a separate contract and shall not invalidate the balance of the contract except as otherwise provided. Should delivery be delayed other than on the grounds as per clause 12, THE CUSTOMER and THE CREDITOR shall fix an additional reasonable period for delivery. A signature on THE CREDITOR’S official Delivery Note/Invoice/Waybill of the Delivery Note by THE CUSTOMER, his agent or any independent carrier, whether duly authorised or not, will constitute prima facie proof of delivery of the goods purchased. Should there be a delay in delivery caused by THE CUSTOMERS failure to accept delivery or take any other measures in accordance with its contractual obligations in regard to delivery, THE CREDITOR shall be entitled to arrange for storage of the goods at the risk and cost of THE CUSTOMER and THE CUSTOMER shall still be liable for full payment as per clause XX.
13. FORCE MAJEURE
THE CREDITOR shall not be considered in default if its failure to perform is attributable to any of the circumstance stated herein if they occur after conclusion of the contract or when they have occurred before that time, if their effects were not clearly foreseeable before the conclusion and they prevent, hinder or delay the production in which THE CUSTOMER intends to use the goods or THE CUSTOMER’s acceptance of the goods or THE CREDITORs production or delivery by agreed means. Should performance under the contract become impossible by reason of the FORCE MAJURE, THE CUSTOMER as well as THE CREDITOR shall be entitled to with a reasonable tie cancel the contract forthwith by written notice and neither THE CUSTOMER nor THE CREDITOR shall be entitled to claim damages due to cancellation of the contract on the grounds of FORCE MAJURE. A Force Majeure shall include industrial and labour disputes and any other circumstance including but not limited to fire, flood, mobilization, war, insurrection, requisition, embargo, blockade, currency restrictions, general shortage of labour, transportation, materials, energy and water, obstructions of railways or obstruction of navigation by ice at port of shipment, non-delivery or fault or delayed delivery by the supplier of raw materials. Acts of God, labour disputes, strikes, terrorist acts, acts of government agencies, or other commodities and any other circumstances beyond the control of THE CREDITOR whether or not similar to the causes enumerated herein. THE CREDITOR shall without delay inform THE CUSTOMER of the intervention and cessation of the FORCE MAJEURE impending the performance of THE CREDITOR.
14. OWNERSHIP OF GOODS
Ownership of any goods sold to THE CUSTOMER by THE CREDITOR, will not pass to THE CUSTOMER until payment for such goods has been made in full by THE CUSTOMER or its nominee, to THE CREDITOR. All proofs, pulls, samples, specimens, sketches, photographs, labels, plates, stereos, dies or any representation, whether partial or total of the finished article in whatever form shall remain the intellectual property of THE CREDITOR. To the extent that it may be necessary THE CUSTOMER cedes and hands over copyright and the rights to the intellectual property of THE CUSTOMER to THE CREDITOR.
Should delivery have been made before payment of the whole sum payable under the contract, the goods delivered shall remain the property of THE CREDITOR until such payment has been effected in full. The ownership of the goods includes the right to the goods such as delivered or converted.
15. WARRANTY, LIMITATION OF DAMAGES AND WAIVER OF RIGHTS
No other warranty, express or arising by operation of law or trade usage or otherwise implied, including without limitation the warranty of merchantability and warranty of fitness shall exist. All such warranties are hereby disclaimed by THE CREDITOR and waived by THE CUSTOMER. There are no warranties which extend beyond those expressly given herein.
In the event of a damages claim by THE CUSTOMER against THE CREDITOR, this shall not include consequential damages and in the event that THE CREDITOR can prove that the specifications provided by THE CUSTOMER have been duly complied with, no liability for damages shall exist.
Should THE CREDITOR or THE CUSTOMER allege a breach of contract that party must then take all necessary and reasonable measures to mitigate the loss.
The failure of THE CUSTOMER or THE CREDITOR at any time to require performance by the other party of any provision hereof shall in no way effect the full right to require such performance at any time thereafter .Nor shall the waiver by THE CUSTOMER or THE CREDITOR of a breach of any provision hereof be taken to be a waiver of any succeeding breach of such provision or a waiver of the provision itself.
No Extension of time or any other relaxation or indulgence granted by THE CREDITOR to THE CUSTOMER shall operate as or be deemed to be a waiver by THE CREDITOR of any of its rights under this contract or a novation of any terms and conditions of this contract.
16. APPLICABLE LAW, DOMICILIUM, NOTICES AND ENTIRE CONTRACT
The Contract shall be goveren and interpreted in accordance with the Laws of South Africa
The Creditor agrees that for all purposes, the parties hereby choose their domicilium citandi et executandi at the address stated on page 1, described as “physical address” and any notice or process delivered there or posted thereto shall be deemed to have been received by the party on the date of such delivery or 7 (seven) days after posting as the case may be.
This contract constitutes the entire agreement between THE CREDITOR and THE CUSTOMER, who acknowledges that there are no oral or written understandings or agreement between them relating to the subject matter of this agreement. No amendments or other modifications of this agreement shall be valid or binding on a party hereto unless reduced to writing and executed between them.
17. CESSION
As security for the discharge of the obligations assume by THE CUSTOMER, THE CUSTOMER by its signature hereto cedes, makes over and transfers to THE CREDITOR any claims which now are or which may hereafter become due to THE CUSTOMER by its Debtors by any cause whatsoever, hereby undertakes on demand by THE CREDITOR to take all steps as may be necessary to enable THE CREDITOR to enforce the rights of the creditor hereunder. THE CUSTOMER agrees that if proof to signature hereof THE CUSTOMER has ceded such claim to anyone whatsoever, this cession shall be deemed to be cession of all THE CREDITOR’S reversionary rights in, and to and such claim, after payment of all amounts secured in favour of any prior creditor. This cession shall endure and be of force and effect until all liability of THE CUSTOMER to THE CREDITOR has been paid by THE CUSTOMER to THE CREDITOR or otherwise discharged. THE CUSTOMER hereby undertakes and warrants that:
15.1 it has not entered into any agreement restricting or excluding the transferability of the claims that form the object of this cession;
15.2 has no knowledge of any counterclaim that may extinguish the claims that form the object of this cession;
15.3 has not, prior to this cession, ceded the claims that form the object of this cession to any other person or entity concerned;
15.4 if it should so happen that THE CUSTOMER is in breach of this, then this cession shall operate as a cession of THE CREDITOR’S reversionary rights, including all rights of action against the prior cessionary.
18. CHANGE IN BUSINESS
In then event of THE CUSTOMERS business , being sold or there being any other change in the constitution of THE CUSTOMER, it is incumbent on THE CUSTOMER to disclose such sale or change to THE CREDITOR, in writing, within 7 days of such having taken place. THE CREDITOR furthermore agrees that in the event of it failing to notify THE CREDITOR of such sale or changes, THE CREDITOR shall, despite such sale or change in constitution, remain liable for all goods ordered, sold and delivered in the name of THE CUSTOMER and in addition, at THE CREDITORS sole discretion, THE CREDITOR may, where applicable institute proceedings against the sureties of either the new or old entity of THE CUSTOMER.
19. STATEMENT OF ACCOUNT/INVOICE
Any or all payments made by THE CUSTOMER to THE CREDITOR shall be directed to THE CREDITOR at the address stipulated on THE CREDITOR’S monthly statement of account or invoice. It is THE CUSTOMER’S duty to ensure that all payments are made timeously and THE CUSTOMER shall have no reason to withhold payment due to THE CREDITOR.
20. FURNISHING OF INFORMATION
THE CUSTOMER will promptly furnish THE CREDITOR with:-
20.1 THE CUSTOMER’S most current annual financial statements in addition to current management accounts that are up to date;
20.2 Any other accounts or information relevant to THE CUSTOMER’S or sureties financial position, requested by THE CREDITOR. Should the deterioration in THE CUSTOMER’S or surety’s financial position at any time appear from any documents or information furnished under this clause, or from bank or credit reports on THE CUSTOMER or surety, or otherwise, THE CREDITOR may by written notice require THE CUSTOMER to procure and furnish additional security or sureties acceptable to THE CREDITOR within fourteen days.
21. EVENT OF BREACH
An event of breach will occur if:-
21.1 THE CUSTOMER fails to pay any amount by due date;
21.2 THE CUSTOMER breached any other provision of this agreement and fails to remedy the breach within 10 day after written notice to do so;
21.3 THE CUSTOMER commits a second or subsequent breach of his agreement after having remedied an earlier breach during the preceding 12 months after written notice to do so;
21.4 THE CUSTOMER takes steps to place itself, or is placed in liquidation whether voluntarily or by an order of Court, either provisionally or finally;
21.5 THE CUSTOMER takes steps to deregister itself or is deregistered;
21.6 The surety takes steps to surrender the surety’s estate or is provisionally or finally sequestrated;
21.7 THE CUSTOMER or surety fails to satisfy a judgment against THE CUSTOMER or surety within 7 days after THE CUSTOMER or surety becomes aware of the judgment, except if THE CUSTOMER or surety provides evidence on an ongoing basis to the reasonable satisfaction of THE CREDITOR that steps have been initiated in terms of the rules of Court to appeal, review or rescind the judgment and to procure suspension of execution and that such steps are being expeditiously pursued. The period of 10 days will run from the date judgement becomes final or the attempt to procure suspension of execution fails.
22. CONSEQUENCES OF BREACH
In an event of breach, THE CREDITOR may, notwithstanding any right it may have in law:
22.1 act as set out in paragraph 7 hereto;
22.2 recover such damages as THE CREDITOR may have suffered.
23. CERTIFICATE OF INDEBTEDNESS
A certificate signed by a manager or any director of THE CREDITOR, whose authority shall not be contested, that an amount is due, owing and unpaid in respect of the dealings between the THE CREDITOR and THE CUSTOMER, shall be prima facie proof where the THE CREDITOR is required to establish the amount due, owing and unpaid. It shall be for THE CUSTOMER to prove that such amount is not owing, due and unpaid.
25. SEVERABILITY
25.1 It is agreed that each paragraph, clause and each sub clause in this agreement is severable the one from the other;
25.2 If any paragraph, clause or sub clause is found to be defective or unenforceable for any reason by any competent court, the remaining clauses, paragraphs and sub paragraphs shall continue to be of full force and effect.
26. INTERNATIONAL CUSTOMERS
26.1 APPLICABLE LAW
Regardless of the place of execution, performance or domicile of the parties, this agreement and all modifications and amendments hereof shall be governed by and construed in accordance with the laws of the Republic of South Africa.
26.2 GUARANTEES
Customers of foreign Countries will provide South African bank guarantees with a banking institution or
financial institution within the Republic of South Africa.
26.3 DOMICILIUM CITNADI ET EXECUTANDI
An International CUSTOMER will choose a domicilium citandi et executandi at an address within the
jurisdiction of the High Court of South Africa Witwatersrand Local Division.
26.4 CONFIRMATION OF COMPLIANCE WITH LOCAL LAWS
THE CUSTOMER confirms that it has obtained legal advice confirming that the provisions of the agreement
comply with all applicable laws within the countries in which it will operate, including the approval by the
exchange control authorities of the countries applicable.
26.5 CONVERSION RATES
All sums payable will be converted to the South African currency at the rate of exchange prevailing on the
date of payment into THE CREDITOR’s banking account.
27. NATIONAL CREDIT ACT
27.1 In so far as the provisions of the National Credit Act, 34 of 2005 (the ‘Act”) may be of application to the contract, the provisions of this clause shall be of application.
27.2 THE CUSTOMER understands that the information given herein is to be used by the Creditor for the purposes of assessing his risk profile. THE CUSTOMER confirms that the information provided is accurate and complete and further agrees to update the information supplied, as and when necessary, in order to ensure the accuracy of the above information, failing which the Creditor will not be liable for any inaccuracies. THE CUSTOMER consents to THE CREDITOR submitting any credit information as may be defined in section70(1) of the Act about it which THE CUSTOMER submitted to THE CREDITOR to a Credit Bureau as defined in the Act as regards any “adverse information” as is contemplated in Regulation 19(4) of the Act only after THE CREDITOR has first given to THE CUSTOMER at least twenty (20) business days notice in writing of its intention to submit such information.
27.3 “Adverse Classification” of THE CUSTOMER’s behaviour includes classifications such as delinquent, default, slow paying, absconded, or not contactable and classifications related to enforcement action taken by THE CREDITOR and includes classification such as handed over for collection or recovery, legal action, or write off.
27.2 The Creditor has THE CUSTOMER’s consent at all time to contact and request information from any persons, credit bureaus, banks or businesses, including those mentioned in this 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 supplier’s per month, length of time applicant has dealt with such supplier, type of goods or services purchased and manner and time of payment.
27.3 THE CUSTOMER agrees that information given in confidence to the Creditor by a third party in respect of THE CUSTOMER will not be disclosed to THE CUSTOMER.
27.4 THE CUSTOMER hereby consents to and authorises the Creditor at all times to furnish personal and credit information concerning THE CUSTOMER’s dealings with the Creditor to a credit bureau and to any third party seeking a trade reference regarding THE CUSTOMER in his dealings with the Creditor.
27.5 Should THE CUSTOMER’s application be refused, THE CUSTOMER may request in writing reasons for the refusal of the application.
27.6 The Company consents that the company may use a national credit bureau database for tracing should THE CUSTOMER abscond.
27.7 If credit is granted in favour of the Credit Applicant and the Credit Applicant fails to meet its financial commitments to the Creditor, the Creditor may record the Credit Applicant’s default with a Credit Bureau.