Terms & Conditions
TELVEX 22 CC T/A Newport Lighting, hereafter referred to as Newport Lighting or the supplier.
All customers, clients or organizations including third party purchaser , hereafter referred to as the purchaser/buyer
- SOLE CONDITIONS
1.1. These conditions are the sole conditions on which we sell. Thus, all orders, sales and deliveries accepted, are subject to these conditions. If not previously accepted by the buyer in writing, these conditions shall be deemed accepted and binding on acceptance of delivery.
1.2. Any conditions stipulated by the buyer, whether by order; before or after, which are in conflict with these conditions, are expressly repudiated and shall not be binding on us, save to such an extent as we may specifically accept them in writing.
2.1. All prices quoted to the buyer will be done so only by a authorized representative/s of Newport Lighting; provided that all prices have been quoted by said authorized representative/employee, prices quoted verbally or via mail or fax, must be accepted by an order being placed by the buyer for such goods and quantities agreed on verbally or otherwise. Said prices include packaging to our normal standards (such as the product is shipped or packaged by ourselves), but do not include additional/special packaging and freight when exporting or delivering to address’s outside of our agreed delivery zones. The aforesaid packaging may be wavered or changed at the discernment of Newport management.
3.1 Whilst every effort will be made to deliver goods promptly and according to agreed delivery dates, Newport cannot be held responsible for unforeseen or unreasonable circumstances leading to any delay in delivery or installation. This includes delays as a result of any 3rd parties, including labour disputes, riots, civil disputes; vis major (1) /casus fortuitus (2) ; acts of terrorism; shortage of components or materials, delays in delivery by our suppliers, transport delays; Government regulations; acts of God; non-payment, or any other cause beyond our control.
3.2 The buyer shall not be released from an order by any reason or delay unless the aforesaid delay is unduly prolonged. In such cases Newport and the buyer shall be entitled to cancel the order or the balance of the order without liability to either party.
3.3. We, the supplier, shall be entitled to make deliveries in either parts or instalments, where the buyer shall be obliged to accept and pay for any parts so delivered or as stipulated in our payment conditions.
3.4. Delivery of goods shall be given and taken:
(a) In the event of delivery of goods being effected by rail or air transport, upon acceptance of the goods for carriage by the carrier.
(b) In the event of our effecting delivery of goods by road transport; upon arrival with the goods at the destination and accordingly off-loading said goods, including off loading carried out by our employees or
the employees of our agents, this shall be effected at the sole risk of the buyer.
(c) In the event of the buyer collecting goods from our premises using his/her own or third party agent’s transport, upon collection of the goods at our premises; such collection shall be entirely at the buyer’s risk and the buyer shall be responsible for all damages of whatsoever nature caused as a result, during and after such collection. Provided that collection of goods, affected by the buyer or a 3rd party representative, is done so with the full understanding that it is done at the sole risk of the buyer; if so requested and agreed, we shall assist the buyer with loading onto their chosen transport. The cost of delivery, in such case where the buyer or a 3rd party arranges for collection; all expected or outstanding transport fees shall be for the buyer’s account and is not included in the price of the goods unless otherwise agreed by the supplier and its management, prior to or at the time of acceptance of the buyer’s order.
3.5 All goods must be signed for by the purchaser or an appointed representative. No goods will be released until the delivery note has been signed. The supplier reserves the right to postpone delivery until goods have been received by such a representative, so as to avoid damage, theft or negligence. It is the responsibility of the buyer or authorized representative to inspect all goods on delivery before signing acceptance.
3.6 Delivery, when carried out by the supplier, will be done free of charge, within limitation, up to and including a radius of 60km. All deliveries beyond this will incur a delivery/handling fee or may be outsourced to a third party for delivery. Alternatively, delivery can be carried out by or for the buyers own expense.
4.1. Unless the terms of payment are specifically stipulated as set out by the supplier prior to, or at the time of acceptance of your order, payment will be Cash On Delivery (C.O.D.) or Full/Balance Paid in Full (as delegated by the purchaser). The terms for payment shall be full payment without retention, deduction or setoff to us within 30 (thirty) days from date of invoice. We reserve the right to withhold the execution of orders where any portion of an account has been outstanding in excess of 60 (sixty) days. Amounts outstanding in excess of 30 (thirty) days from date of invoice, are charged at a rate of 2.5% (two point five per cent) per month or at such other rate at which we may advise you (which we reserve our right to do) prior to or at the time of acceptance of your order. Import and bespoke items are subject to 60% deposit upfront, with full settlement before an order can be released for collection or delivery.
The above clauses, in relation to payment, are within our rights to do so and any changes are at the sole discretion of management of Newport Lighting.
- SHORTAGE OR DAMAGE
5.1 No claim for shortage or damage will be considered nor shall the supplier be liable unless the claim is received by us in writing within 15 (fifteen) days from the date of actual receipt of the goods by the buyer.
6.1. We warrant to, and are in favour of the buyer, that all goods delivered and accepted in good condition will be free from defects in material and workmanship for a period of 1 year, as calculated from the date of delivery of the goodsunless otherwise stated by a product specific warranty.
6.2. Any goods falling within the provisions of our said warranty shall, at our sole option, be repaired or replaced, in either case free of charge, provided that the buyer both notifies us of the alleged defect and delivers the allegedly defective goods to our premises, all within the said 1 years warranty period or product specific warranty.
6.3. The buyer shall be responsible for the cost of the aforesaid delivery of the allegedly defective goods to our premises as well as the cost of delivery of such goods to the buyer which redelivery shall be effected in accordance, mutatis mutandis with the delivery provisions of 3.4 above.
6.4. Newport Lighting reserves the right to charge the customer for freight, testing and handling of products that are found not to be defective.
- LIMITATION OF LIABILITY
7.1. Under no circumstance shall we be liable for loss of the buyer’s profit or for any consequential or indirect/collateral damages; and under no circumstance shall we be liable for any claim in excess of the purchase price of the goods.
- BUYER’S WARRANTY AND INDEMNITY
8.1. The buyer warrants in our favour that any plan, drawing, design, description or specification provided by the buyer to us and in accordance with which any order is executed by us shall not infringe the rights of any third party under any trade mark, trade name, copyright, design or patent. The buyer hereby indemnifies us and holds us harmless against all actions, claims for damage, costs, penalties or otherwise, arising out of any breach by the buyer of the aforesaid warranty.
8.2 By definition of 8.1, the buyer also accepts full responsibility for any errors or omissions in plans, drawings, designs or other intellectual property. It is the responsibility of the buyer to supply Newport Lighting with the correct and most up to date information where possible.
- RISK AND OWNERSHIP
9.1. All risk and liability for damage for any goods delivered and accepted by the buyer, shall, by agreement pass to the buyer on delivery. Notably; ownership shall not pass to the buyer until the full purchase price has been paid in full or at the sole discretion of the management of Newport Lighting.
- SPECIFICATIONS OF CHANGES
If at any time after our acceptance of any order for goods:
10.1. The buyer alters in any way the specification of such goods provided to us by the buyer we shall be entitled to levy a charge on the buyer in addition to the price of such goods, which charge shall be reflected on the buyers statement and shall be payable in the same manner, within the same period mutatis mutandis (3) as payment of such goods and shall be an amount equal to the aggregate of all tooling and origination costs necessary to manufacture the goods in accordance with the specification so altered plus a percentage of the price of such goods.
10.2. Should the buyer cancel any order for goods for any reason whatever we shall, without prejudice to our other rights hereunder or at law, be entitled to recover from the buyer a proportion of the price of such goods, which proportion shall be an amount equal to a percentage of the price of such goods, depending on the stage of completion of the goods.
- BUYER’S FINANCIAL POSITION
11.1. If this buyer shall fail to pay us on the due date any sum owing by the buyer to us, or commit a breach of any other obligation owed to us hereunder, or commit an act of insolvency, or if an applicant for the provisional or final liquidation or judicial management of the buyer or for the provisional or final sequestration or surrender of the estate of the buyer, is commenced, or if the buyer effects or attempts to effect a compromise or composition with the buyer’s creditors (other than, where the buyer is a company, for the purpose of reconstruction or amalgamation) or if we at any time otherwise have cause to be dissatisfied with the buyer’s financial position we may, without prejudice to any other rights hereunder or under statute or common law, and in particular our rights under clause 4 hereof, either/or terminate any sale then sublating between us and the buyer forthwith by written notice to the buyer. We shall also have the right to demand and enforce immediate payment for deliveries of goods already made, notwithstanding any earlier agreement for credit. This also includes the right to collect or remove any unpaid for or outstanding goods and installations installed on the buyers premises.
- INTELLECTUAL PROPERTY:
12.1 The supplier reserves the right to store and use all media captured by/for Newport Lighting, including works submitted by associated 3rd parties acting on our behalf. The Buyer waivers any rights/exclusivity to media relating to any said project such as; photo’s, plans, renderings etc. which may be used online, in print or other social media. No information will be released such as the purchasers address, name, personal details or other project sensitive information unless stipulated and agreed to by both the buyer and the supplier. All such media will be made available to the buyer or agreed 3rd party (such as magazines, publishers etc.) at the sole discretion of Newport Lighting.
13.1. No variation or addition to these terms and conditions shall be binding to us unless it is in writing and signed by our duly authorized representative.
13.2. In the event of our having to utilize the services of our attorneys for the collection of any monies due or the return of any goods to us by the buyer, or for any other reason arising out of these terms and conditions, then the buyer shall be liable for and herewith aggress to pay all our costs so incurred by us on the attorney and client scale, including all collection commission.
13.3. The buyer hereby consents to the jurisdiction of the Magistrate’s Court having jurisdiction over the person of the buyer in respect of any claim that may arise directly or indirectly in connection with these terms and conditions, 46 (2) (c) of the Magistrate’s Court Act, 1944 or any statutory modification or law passed in substitution thereof, acknowledging however that we shall be entitled, but not obliged to institute any such claim in such Magistrate’s Court. The buyer also hereby consents and submits himself/herself/itself to the jurisdiction of the High Court of South Africa (Cape of Good Hope Provincial Division) in respect of any claim that may arise directly or indirectly in connection with these terms and conditions and which is instituted by us in such High Court
13.4. These terms and conditions shall in all respect be governed by and construed in accordance with the law of the Republic of South Africa.
13.5. The buyer shall not, without our prior consent, cede or assign any of its rights and/or obligations under these terms and conditions. The buyer hereby consents to any cession or assignment of all or any of our rights and/or obligations under these term and conditions.
Legal References noted above:
Vis Major/ (1) – a legal term for events outside of human control, such as sudden floods or other natural disasters, for which no one can be held responsible.
Casus Fortuitus (2) – A fortuitous case; an uncontrollable accident an act of God
Mutatis Mundi (3) – a Latin phrase meaning “by changing those things which need to be changed” or more simply “the necessary changes having been made”