TERMS & CONDITIONS OF PICTURE PERFECT INTERIOR SOLUTIONS FOR THE SALE AND DELIVERY OF GOODS AND/OR SERVICES
- “COD” means cash on delivery and for the purposes hereof shall include an EFT;
- “Client” means the party as set out in the Client Form who purchase the goods from the Company.
- “Client Form” means the client form that is used to collect client information for statistical and other purposes with due observance to prevailing legislation relating to the protection of customer privacy.
- “CPA” means the Consumer Protection Act, Act 68 of 2008.
- “EFT” means electronic funds transfer and will qualify as a COD when made within 24 (twenty four) hours prior to delivery of goods.
- “Installation” means the installation of purchased goods from the Company or a third party supplier following the purchase hereof by the Client.
- “the Company” means Picture Perfect Interior Solutions Proprietary Limited with registration number 2014/077324/07, and “PPI Solutions” shall have a corresponding meaning.
- These Terms and Conditions shall apply to every agreement between the company and a client.
- An agreement will come into place once the client make payment of the deposit amount, which agreement will be governed by this terms and conditions and shall be bound to the provisions of these terms and conditions as if he/she/it has signed these terms and conditions.
- Subject to 2.1, no variation of these terms and conditions shall apply, either at the time the customer's order is accepted or at any time afterwards, unless the variation in question is expressly agreed to in writing and signed by an authorized representative of the company.
- All orders for the purchase of goods from the company will be subject to the furnishing of a quotation by the company and the acceptance thereof by the client in accordance with the provisions of clause 3.3 below.
- Quotations furnished by the company to the client will, unless otherwise stated therein, be capable of acceptance so as to bring into existence a valid and binding contract, within a period of 30 (thirty) calendar days from the date of rendering the relevant quotation by the company, whereafter it will automatically lapse unless the company confirms otherwise in writing.
- Any quotation furnished to the client by the company will only bring into existence a valid and binding contract between the company and the client once the quotation together with this terms and conditions has been accepted by way of payment of the deposit as per 2.2and the company have acknowledged receipt thereof.
- Until such time that any quotation has been accepted by the client in due compliance with clauses 3.1, 3.2, 3.3 above, the price quoted on such quotation remains subject to change.
- Notwithstanding the provisions of clause 3.4 above, quoted prices in respect of the goods may be increased by the company at any time, prior to the delivery of the goods, in the event of :
- a change in the client’s order in respect of the goods;
- where the importation costs of the goods or the transportation costs for delivery of the goods has increased since the date of acceptance of the quotation; and
- where there have been any exchange rate fluctuations that influence the price where the goods are imported.
- An increase in quoted prices will be communicated to the client within a reasonable period of time from the time that the company became aware of the increase.
- Notwithstanding anything contained in this clause 3, the company shall at all times retain the right to accept in writing any order for the goods by a client other than in accordance with clauses 3.1, 3.2 and 3.3. A client that accepts delivery of any goods from the company shall be bound to the provisions of these terms and conditions as if he/she/it has signed these terms and conditions.
- The client’s acceptance of a quotation is binding on the client and in the event that the client cancels the accepted quotation the following shall apply:
- where any goods have already been ordered by the company from its suppliers, the client shall not be entitled to any refund of payment for the goods, but shall remain entitled to collect the goods from the company at its own cost;
- where any other costs have already been incurred by the company in the supply of the goods, the company shall be entitled to charge the client a reasonable cancellation fee to recover such costs.
- The client acknowledges and accepts that the company’s employees, agents, contractors or sub-contractors have no authority to vary these terms and conditions and the company assumes no liability and shall not be bound by any statements, warranties or representations made by any employees, agents, contractors or sub-contractors save as expressly stated in writing and signed by an executive director of the company.
PURCHASE PRICE AND PAYMENT
- The purchase price for goods shall be the amount as stated on the vat invoice rendered by the company to the client. The purchase price of all goods is subject to the addition of vat, calculated at 15% (or as amended from time to time) on the purchase price of the goods. Unless liability and/or price/remuneration is dissented from in writing by the client within 7 (seven) calendar days from the date of receipt of such vat invoice and/or statement of account, whichever is received first, the price and all particulars appearing on the vat invoice and/or statement of account shall be deemed to be correct and the client shall be deemed to have waived all of its rights to dispute same.
- In all instances a deposit as per the quotation shall be payable by the client upon acceptance of the quotation and immediately upon receipt of a vat invoice by the company.
- Any deposit paid by the Client on acceptance of the quotation is non-refundable.
- Payment shall be cash on delivery of the goods and/or services.
- Each payment shall be made to the company without deduction or set-off by the client, free of banking charges.
- Should the client fail to make any payment to the company on the due date for such payment, then all amounts owing by the client to the company, from whatsoever cause, whether or not the date for payment has arrived, shall immediately become due and payable to the company and the client shall forfeit all discounts of whatsoever nature which may have been expressly granted to it by the company.
- Unless otherwise agreed in writing, any amount not paid on the due date shall bear interest at 2% (two percentage points) per month on the outstanding amount, unless a higher percentage of interest is permissible in law, in which case such higher interest rate shall apply. Interest shall be calculated from the date that the amount became due until the date of payment, both days inclusive.
- All travel allowance fees including but not limited to accommodation and meals will be for the Client’s account should any workmanship require overnight stay by any employee of the company.
- All prices quoted are inclusive of VAT unless otherwise stated.
- The goods and/or service delivered will be in accordance with the specification contained in the quotation provided to the client. The company will not be liable for non-compliance with any other specification. It remains the Client’s responsibility to ensure that it is satisfied with the specifications and the quote provided.
- Any changes to the specifications by the Client will be undertaken following the written agreement of the company. Where any such changes cause an increase in the cost or time required for performance, the company shall be entitled to an equitable adjustment in the contract price and the delivery schedule and a formal quotation process will be undertaken in this regard.
- The client acknowledges and accepts that delivery dates given in advance are estimates and will be subject to change based on the operational capacity of the company and its suppliers, contractors or sub-contractors.
- The company will use its best endeavors to ensure that delivery is completed as soon as is reasonably possible after the estimated delivery date. Notwithstanding the aforegoing, the company, its suppliers, employees, agents, assigns and contractors shall not be liable for failure to perform or delay in performance hereunder resulting from any cause whatsoever, in particular any cause beyond the company’s control, fire, labor difficulties, transportation difficulties, interruption of power supply (including but not limited to what may be termed “load shedding” or “black outs”) and delays in usual sources of supply, major changes in economic conditions, breakdown of machinery or any cause beyond the company’s control or whether caused by negligence or otherwise.
- The place of delivery will be as specified on the quotation.
- Where the goods and/or equipment are not delivered by the company or collected by the Client, but are delivered to an independent carrier, delivery to the carrier shall be deemed to be delivery to the Client.
- The client shall immediately upon receipt and or installation of the goods from the company be allowed to inspect the goods and or installation and the client must inform the company of any defects by way of written notice, to be received by the company within 2 (two) calendar days of receipt of the goods by the client. Should the client fail to notify the company of any defects or potential claim by the client within the specified 2 (two) calendar day period, it shall be deemed that the goods were delivered and installed in perfect order and conditions and such failure shall constitute a complete waiver by the client of any potential claim based on defective goods.
- If the client, due to some fault of its own, cannot accept delivery on the delivery date or requests the company to suspend or delay delivery less than 24 (twenty four) hours prior to the scheduled delivery, the company shall be entitled to claim from the client any costs incurred by it resulting there from, which costs shall be payable on written demand by the company.
RISK AND OWNERSHIP
- Risk will transfer to the Client upon delivery of the goods to the Client
- Where the Goods have been delivered pursuant to Clause 7.4, the appointed carriers shall be fully responsible for materials lost or damaged in transit.
- The ownership in the goods shall not pass to the Client until all amounts due from the Client to the Company in respect of goods and/or equipment sold, delivered or made available in any other way to the Client including any labour has been paid for in full to the company.
- The company shall have the right at any time to give notice of its continued ownership in the goods and/or equipment to every possessor and every landlord of premises in which the goods and/or equipment are stored or may be placed, whether for sale, repair, assembly or otherwise.
- Without prejudice to any of its rights in terms of law, the company reserves the right to enter the Client's premises and to repossess the goods in the event of the Client failing to make any payments on due date or at all.
- In the event of cancellation by the Client of the contract or any part thereof, or in the event of the company cancelling the contract as a result of a breach by the Client of any of these conditions, the company shall be entitled to payment of a standard cancellation fee not less than 40% (forty percent) of the value of the contract so cancelled plus:
- The sales value of all goods and/or services delivered.
- The sales value of all goods and/or services finished and not delivered at the time of such cancellation.
- The sales value of all materials ordered by the company specifically for such an order whether such materials have been received or not.
- The cost of all labour accumulated on any unfinished goods in the process of assembly.
- The sales value of any special engineering and other costs incurred up to the time of cancellation.
- The company shall be entitled to suspend or cancel further deliveries and to suspend or cancel work under this or any other contract between the company and the Client if any payment is overdue.
- The company may, by notice in writing, cancel the purchase order if the Client becomes insolvent or makes an arrangement with its creditors or goes into voluntary liquidation or is placed under a provisional or final order of sequestration or judicial management.
- Should the client fail to make payment upon the due date of any amount due and owing, or commit any other breach of the terms and conditions, the company shall give the client 7 (seven) calendar days’ notice to make payment or to remedy the breach (whichever is applicable), failing which the company shall at its sole discretion and without prejudice to any other remedies it may have, including the right to claim damages, be entitled to cancel the contract forthwith, and/or declare all amounts owning by the client to be immediately due and payable; and/or suspend the carrying out of its then uncompleted obligations until payment has been made; and/or terminate or suspend any credit facilities granted to the client.
- Notwithstanding clause 10.1, in the event of the Client failing to effect payment of the purchase price within 2 (two) calendar days from date of demand, the company shall be entitled, at its discretion, and notwithstanding any indulgence or relaxation granted to the Client without prejudice to any other rights it may have in terms of this agreement or common law, to cancel this contract and repossess the Goods and/or claim the balance thereof. The company shall be entitled to re-sell such goods and/or equipment either by auction or by private treaty. In this event:
- the Client shall be liable for any shortfall or shall be passed a credit note for all amounts received in excess of the expenses of recovery and resale.
- The Client shall be liable for all legal costs, including collection charges and disbursements incurred by the company in the recovery of such debt on the Attorney and Own Client Scale.
- In the event that the company takes any steps to enforce any of its rights against the client, the client shall be liable to pay the company’s costs incurred by such steps, including legal costs (whether granted in terms of a court order or out-of-court costs) calculated on an attorney and own client scale, as well as collection costs at the maximum permissible rate in law.
- The client agrees that a certificate signed or purporting to be signed by any executive, manager, accountant or credit controller of the company, certifying the amount due by the client to the company, shall constitute conclusive proof of such amount due. In the event of a court refusing to enforce such terms, then such certificate will instead constitute prima facie proof (until the contrary is proven) of such amount due. The aforementioned certificate shall furthermore constitute a liquid document for the purpose of obtaining summary judgment against the client.
- In the event that the provisions of the CPA are applicable to the client and its agreement with the company, the client shall have the same rights as the company as contemplated in clause 10.1.
- To the extent that the provisions of the CPA may be applicable to the client and its agreement with the company, the company acknowledges the rights of the client in terms of the CPA and in particular the client’s right to receive goods that–
- are reasonably suitable for the purposes for which they are generally intended;
- are of good quality and free of defects; and
- will be useable and durable for a reasonable period of time, having regard to the use to which they would normally be put and to all surrounding circumstances.
- The company warrants that in the event of any defect in the goods and/or equipment occurring within a period of 12 (twelve) months from the date of delivery to the Client, the Company will repair, or refund the cost of the goods at its discretion provided that :
- The goods and/or equipment have not been misused, inadequately stored, neglected or used other than for its intended purpose, or if its operating instructions have not been adhered to;
- The goods have not been serviced by any person who has not been authorised by the company;
- The company is notified in writing within the warranty period and, except where the company elects to repair on site, goods and/or equipment or any faulty component thereof is sent / delivered to the company’s designated address at the Client’s own risk and cost.
- Should any parts, materials or components forming part of the goods and/or services sold by the company to the Client, be assembled and/or performed by anyone else other than the company, then the manufacturer's normal warranty in respect of those parts, materials or components shall apply and no further warranties in this regard will be given by the company.
- The company’s liability will not extend beyond that of the manufacturer's liability.
- All workmanship undertaken by the Company shall carry a 30 (thirty) days warranty from the date on which the workmanship was completed, provided that the faulty workmanship can be attributed to the company, the company will repair or refund the reasonable cost thereof at its discretion provided that:
- The company is notified in writing within the warranty period;
- No parts, materials or components forming part of the goods and/or equipment sold by the company to the Client, be assembled by anyone else other than the company.
- No additional work has been performed on workmanship completed by the company.
- In terms of the provisions of section 49 of the CPA, read with section 48 thereof, the client’s attention is specifically drawn to the limitations of liability of the company, the assumption of risk and liability by the client and the indemnities provided by the client to the company as set out in these terms and conditions as well as this clause 12.
- These terms set out the company’s entire liability in respect of the goods and/or services and the company’s liability under these terms shall be in lieu and to the exclusion of all other warranties, conditions, terms and liabilities expressed or implied statutory or otherwise in respect of the quality or the fitness for any particular purpose of the goods and/or services.
- The company shall not, under any circumstances, be liable for:
- Any loss or injury whatsoever (including indirect or consequential loss including loss of profit) arising from the supply of the goods and/or services, including any loss or injury (whether direct, indirect or consequential) attributed to any negligent act of the company or its servants or agents'; or
- Any representations or warranties as to the goods and/or services given by any of the company’s servants or agents.
- Nothing in these terms and conditions must be interpreted as in any way limiting the rights of the company to raise such defenses as may be available to the company at common law or in terms of any legislation.
- In the event that the company is found to be liable for any loss, damage or injury caused by any defects in the goods, the liability of the company shall be limited to the price paid by the client for such goods, as the case may be.
NOTICES AND DOMICILIUM
- The parties hereto select as their respective addresses for service of any documents the addresses set out in an order or quotation or client form.
- Any written notices in respect of this contract shall be sent by telefax, e-mail or be delivered by hand at the addresses, fax numbers or e-mail addresses of the parties set out in any order, quotation, or vat invoice.
- All notices and demands by mail shall be deemed to have been received within 7 (seven) days of postage, unless proved otherwise by the receiving party.
- The terms and conditions must be read together with the provisions of the CPA where the CPA is applicable to the client.
- Should any provision of the terms and conditions be found to be unfair, unreasonable, unjust, invalid, void or in conflict with or irreconcilable with the provisions of the CPA (to the extent that the provisions of the CPA applies to the client), such provision shall be deemed to be severable from the terms and conditions.
- In circumstances where the provisions of the CPA apply to a client, if any provision of these terms and conditions are found to be unfair, unreasonable, unjust, invalid, void or in conflict with or irreconcilable with the provisions of the CPA:
- the remaining provisions to the terms and conditions will be and remain in full force and effect; and
- the company and the client will act in good faith in order to validate or otherwise render any of the provisions valid, binding, enforceable and in line with the provisions of the CPA and will do all things necessary to amend these terms and conditions accordingly.
- Should the client at any time allege that any or all of the provisions of the terms and conditions are unfair, unreasonable or unjust the onus of proving such unfairness, unreasonableness or the term being unjust will rest on the client.
- In the event that it is proved in a consumer tribunal or other competent court or legal body that a particular provision or the whole of the terms and conditions is unfair, unreasonable, unjust, invalid, void or in conflict with or irreconcilable with the provisions of the CPA, the company will be afforded an opportunity to rectify the cause of complaint within 30 (thirty) days of an order in this regard being made.
- These terms and conditions, read together with the accepted quotation and Tax Invoice, contains all the express provisions agreed on by the parties with regard to the sale of goods and rendering of services by the company to the client and the parties waive the right to rely on any alleged provision not expressly contained in these terms and conditions, the accepted quotation and the Tax Invoice.
- A party may not rely on any representation which allegedly induced that party to enter into an agreement with the company, unless the representation is recorded in these terms and conditions, the accepted quotation and the Tax Invoice.
- No contract or document varying, adding to, deleting from or cancelling the agreement between the parties, and no waiver of any right under these terms and conditions, the accepted quotation and the Tax Invoice, shall be effective unless reduced to writing and signed by or on behalf of both parties.
- The grant of any indulgence by a party under the agreement between them in terms of these terms and conditions, the accepted quotation and the Tax Invoice shall not constitute a waiver of any right by the grantor or prevent or adversely affect the exercise by the grantor of any existing or future right of the grantor.
- Except as provided for elsewhere in these terms and conditions, the accepted quotation and the Tax Invoice, a client may not cede or assign any or all of its rights or delegate any or all of its obligations under these terms and conditions, the accepted quotation and the Tax Invoice without the prior written consent of the company.
- These terms and conditions, the accepted quote and the Tax Invoice are to be governed, interpreted and construed in accordance with the laws of the Republic Of South Africa.
- Each of the parties hereby respectively agrees and acknowledges that:
- it has been free to secure independent legal advice as to the nature and effect of each provision of these terms and conditions, the accepted quotation and the Tax Invoice and that it has either taken such independent legal advice or has dispensed with the necessity of doing so; and
- each provision of these terms and conditions, the accepted quotation and Tax Invoice are fair, reasonable and just in all the circumstances and is part of the overall intention of the parties in connection with their agreement.
FAIR, REASONABLE AND JUST
- The Client, through acceptance of the quote and payment of the deposit, , acknowledges and confirms that it has read the provisions of these Terms and Conditions, the accepted Quotation and the Tax Invoice and have been granted sufficient time to study same, have studied same and understands the effects thereof and that the terms of each of these documents are not unfair, unreasonable or unjust.