THE SMALL PRINT

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STANDARD TERMS & CONDITIONS OF SALE

THE PURCHASER WARRANTS AND AGREES:

1.1   to abide by the limits and terms designated by Vi-biZ ("the Seller"); and

1.2   that the signatory is duly authorized to bind the Purchaser.

2. ORDERS

2.1   No orders placed by the Purchaser will be binding upon the Seller until accepted by the Seller, and the Seller reserves the right not to accept orders placed.

2.2   All quotations for the Goods are exclusive of VAT and will remain valid for 30 (THIRTY) days from date of quotation. All prices quoted are based on exchange rates,               raw material prices, freight charges and any associated levies and taxes, insurances and wage rates prevailing at the time of quotation, and any subsequent increase             in selling price shall be conveyed to the Purchaser by giving written notice by email.

2.3   The Seller requires that prior to the manufacturing of Made to Order ("MTO") or Engineered to Order ("ETO") products, a 50 % cash deposit or credit to the full value of           the order, must be provided by the Purchaser.

2.4   The Seller reserves the right to charge the Purchaser for any technical and/or manufacturing drawings for Made to Order (MTO) and Engineered to Order (ETO) items.          These will be quoted on prior to the commencement of the drawings. Drawings will be invoiced irrespective of whether manufacturing will continue.

2.5   Any order for non-standard stock items or where quantities ordered are greater than the Seller's minimum stock levels, cannot be cancelled once the order is                           accepted by the Seller.

2.6   The quantity and dimensions of the Goods are the sole responsibility of the Purchaser.

2.7   The Goods will not be processed for manufacturing by the Seller before receipt of a signed quotation from the Purchaser.

3. PAYMENT

3.1   The final invoicing of the Goods will be submitted on the date of dispatch. The Seller will make available to the Purchaser pro-forma invoices on written request.

3.2   Where the Seller has granted the Purchaser credit terms, payment is subject to formal written and separately negotiated terms and conditions.

3.3   For fencing kit material supply only, will be subject to fifty percent (50%) deposit on placement of purchase order, followed by a further payment of fifty percent                      (50%) before delivery or collection. The Seller will not dispatch any Goods to the Purchaser, until full payment via Electronic Fund Transfer ("EFT") is reflecting in                     the Seller's bank account.

3.4   For fencing kit material supply and installation thereof, will be subject to fifty percent (50%) deposit on placement of purchase order, a further payment of thirty                       percent (30%) before delivery and commencement of services or installation and a final payment of twenty percent (20%) on hand-over of completed project                           without undue delay or retention, strictly.

3.5   The invoice price reflected on the Seller's invoice shall be paid by the Purchaser, without any deduction, and in accordance with the agreed terms of payment                           between the Parties.

3.6   All invoices are payable at the place, time and subject to the conditions specified on the invoice. Unless otherwise determined, the payment must be received by                     the Seller as specified on the invoice.

3.7   The Purchaser shall not be entitled to set-off any amounts, which may be owing to the Purchaser by the Seller, from whatsoever cause arising, against any                               amounts owing by the Purchaser to the Seller.

4. DELIVERY, RISK AND OWNERSHIP

4.1   The dispatch period will be subject to account approval or EFT payment received.

4.2   The dispatch, delivery or collection of the Goods will be once off unless otherwise stipulated or agreed between the Parties.

4.3   The risk in and to the Goods purchased shall pass to the Purchaser upon delivery, in terms of 4.7 below, to the delivery address or upon collection by the Purchaser              from the Seller. However, notwithstanding delivery or collection, ownership of the Goods shall remain vested in the Seller and shall not pass to the Purchaser until                  payment of the full purchase price has been made.

4.4   The Purchaser shall, immediately upon delivery of any Goods for which any payment remains outstanding, notify in writing any landlord of the premises in which the            Goods are stored of the Seller's retention of ownership of such Goods, and shall take whatever steps are necessary to ensure that no lien  or hypothec is exercised                over such Goods by any other person whatsoever. A copy of such notice shall be given to the Seller.

4.5   A signed delivery note shall constitute prima facie proof that the Goods have been delivered to and received by the Purchaser in good condition, whether signed by                the Purchaser, an employee, an agent, a representative or nominated transporter of the Purchaser.

4.6   The Seller reserves the right to make a partial delivery, and to deliver ordered Goods with a 10% tolerance due to technical reasons. In cases of partial delivery, part               payment shall be due in respect of such Goods being delivered.

4.7   In all cases where delivery or collection is by carrier, the carrier shall be deemed to be the Purchaser's agent, and delivery to such carrier shall be deemed to be                      delivery to the Purchaser. If the Seller is to pay freight charges, then the Seller will have the right to designate the carrier and route. Should the Purchaser specify the            carrier and the route, the Purchaser will be liable to the Seller for any increase in costs of freight.

4.8   The Purchaser is responsible for any off-loading of supplied material, and the Seller accepts no risk whatsoever and will not be held responsible for any damages                   incurred during such off-loading or standing-time incurred. Off-loading and standing times are not included in the transport rates, it being the responsibility of the                Purchaser.

4.9   The Seller shall not, under any circumstances, be liable for any defects, shortages in delivery or failure of the Goods to comply with the Purchaser's specifications                 unless written notice is received by the Seller within 3 (three) business days of delivery. Liability in respect of defective Goods is limited to

         4.9.1   remedy any defect in the Goods; or

         4.9.2   to replacement of the Goods; or

         4.9.3   full refund of the Goods to the Purchaser or a reasonable portion of the price paid for the Goods supplied, having regard to the extent of the failure.

4.10   Any Goods returned (other than defective Goods) by the Purchaser shall be returned at the Purchaser's risk and expense and:

           4.10.1   will incur a 10% handling fee;

           4.10.2   will be subject to quality checks prior to being accepted by the Seller;

           4.10.3   non-standard and damaged Goods will not be accepted for credit.

4.11   All queries relating to price and quantity must be notified in writing to the Seller within 24 (twenty four) hours of off-loading, failing which, the Purchaser will be                     deemed to have accepted same.

4.12   The Seller shall not be liable for any consequential loss suffered by the Purchaser in respect of delays in delivery, defective Goods or from any other cause                               howsoever arising. In the event of delays in delivery the Seller shall notify the Purchaser of such delay and the expected time period of such delay (where possible).               In case of resale of the Goods, processed or not, the Purchaser shall limit the Seller's liability for damages arising from the Goods to the value of Goods delivered to               the Purchaser.

4.13   The purchase and delivery of the Goods confers no licence, express of implied, under any patents or trademarks.

4.14   The Seller reserves the right to amend its prices with prior notice to the Purchaser and in such event the Purchaser shall be entitled to terminate the Agreement by                 notice within 24 (twenty four) hours to the Seller should it not accept such increase.

4.15   The Purchaser agrees to inform the Seller immediately whenever the Purchaser becomes aware of a patent which is infringed in respect of the Goods. If a patent                    infringement claim is brought against the Purchaser due to the offer, import, storage, sale and/or use of the Goods, the Purchaser shall immediately inform the                      Seller in writing thereof, and allow the Seller to take over the defence in the proceedings. If a final judgement holds the  Purchaser liable for patent infringement in                respect of the Goods, the Purchaser's claim for damages shall be limited to an amount equal to the sales price paid by the Purchaser of the infringing Goods,                          delivered to the Purchaser during the last six (6) months preceding the summons. Under no circumstances does the Seller assume any liability or responsibility                      for any extraordinary use or special application which the Purchaser or a third person makes to the Goods and which may infringe patent rights of third parties.                      Moreover the Seller shall not be liable for infringements of a patent which is unknown to the Seller but of which the Purchaser was aware.

4.16   The Seller shall not be obliged to give technical assistance to the Purchaser in the use of the Goods and in the event of assisting it accepts no responsibility for the               advice given or consequences resulting there from.

4.17   Goods not collected within the confirmed time frame, will be subject to storage charges and the Seller reserves the right to charge the Purchaser for delivery of the               Goods to and from the storage.

4.18   Delivery and completion dates are estimated at the time of order acknowledgement and are subject to change.

4.19   Under no circumstances shall the Seller be liable for defects caused due to bad storage by the Purchaser, handling by the Purchaser, abnormal use of the Goods, or               transformation of the Goods due to climatic conditions.

4.20   If collection or delivery is arranged by the Purchaser, the responsibility to provide suitable transport is that of the Purchaser and the Seller accepts no liability in                     respect thereof.

5. CESSION AND ASSIGNMENT

            The Purchaser shall not cede, assign or transfer any of its rights or delegate any of its obligations arising out of this Agreement without first obtaining the                                Seller's written consent.

6. BREACH

         In the event of the Purchaser failing to make payment of any amount on due date or the Purchaser committing any breach of the terms of this Agreement, all of                     which are deemed to be material, the Seller at its option and without prejudice to any of its rights or remedies in law, shall be entitled to:

6.1   retake possession of the Goods delivered to the Purchaser in respect of which ownership has not passed, including worked materials; and/or

6.2   demand that the Purchaser immediately make payment to the Seller of all amounts outstanding in respect of all Goods, notwithstanding that payment in respect of               any such Goods might not yet be due and payable; and/or

6.3   to claim any loss or damages resulting from the breach of the Agreement.

7. JURISDICTION

         The Seller, Purchaser and, if applicable, Surety/ies consent and agree that any dispute, disagreement or claim arising out of this Agreement or any other agreement               between the parties shall, at the sole election of the Seller, be determined:

7.1   in the Magistrate's Court having jurisdiction, notwithstanding that the amount in issue may exceed the jurisdiction of such Court; or

7.2   in the High Court of South Africa.

8. COSTS

        In the event of the Seller having to institute legal proceedings of whatsoever nature against the Purchaser in order to obtain compliance in terms of this Agreement,              the Purchaser will be liable for the Seller's legal costs on the scale as between attorney and own client.

9. CERTIFICATE BY DIRECTOR

       A certificate by a manager of the Seller confirming the amount due and owing by the Purchaser to the Seller at any given time shall be prima facie proof of the facts              stated therein for the purpose of all legal proceedings and recovery of all outstanding amounts.

 

10. INDULGENCE

       No extension of time or any other relaxation or indulgence granted by the Seller to the Purchaser shall operate as, or be deemed to be a waiver by the Seller of any of             its rights under this Agreement, or a novation of any of the terms and conditions of this Agreement.

11. WARRANTIES AND NON-VARIATION

11.1   The Seller shall not be responsible for any undertaking, representation or warranty given orally or otherwise which is not specified in writing, nor shall any variation               or amendment of, or addition to the terms and conditions of this Agreement be binding upon the parties unless in writing and signed and accepted by a manager of               the Seller.

11.2   Conformity to the contract of the delivered Goods is determined according to the state of the Goods at the time of the delivery.

11.3   Claims for defects visible at delivery must be submitted by the Purchaser in writing to the Seller within 3 (three) business days following delivery.

11.4   Unless explicitly agreed in writing, the Seller gives no warranty that the Goods meet the requirements of a specific use or process.

11.5   Guarantee certificates will only be provided by the Seller upon a quality inspection after installation by the Seller.

11.6   Guarantees only apply to full systems bought from the Seller and not individually bought items, nor installation practices.

11.7   The Seller reserves the right to withhold Guarantee Certificates pertaining to the quality and integrity of products if poor installation practices are followed.

12. INTERPRETATION

          This Agreement and any sales in terms hereof are governed by the laws of the Republic of South Africa. The Convention of Vienna relating to international sales                    (1980) is not applicable. The interpretation of trade terms in this agreement is governed by "Incoterms 2000".

13. CANCELLATION OF ORDER

13.1   Cancellations of Made to Stock (MTS) material, will not incur any penalties and full refunds will be provided subject to the terms of this Agreement. No cancellations             for MTO or ETO items will be accepted and the Purchaser will be held liable for the full value of such an order.

13.2   Should the Purchaser:

           13.2.1   commit a breach of any of these conditions; or

           13.2.2   being an individual, die or surrender his/her estate; or

           13.2.3   being a partnership, be dissolved; or

           13.2.4   being a juristic person or trust, be place under provisional or final liquidation, or under judicial management, or be provisionally or finally sequestrated, or be                          subject to a business rescue plan; or

          13.2.5   commit an act of insolvency as defined in any South Africa statute or common law from time to time, or compromise or attempt to compromise generally                                with its creditors, then in any of these above events occurring the Seller may summarily cancel this agreement by giving the Purchaser written notice to that                            effect, without prejudice to any rights which the Seller may have as a result of the breach or cancellation.

14. SEVERABILITY

         If any provision of this Agreement is found or held to be invalid or unenforceable, such terms will be severable from the remaining terms, which will continue to be                 valid and enforceable.