Supply SA'S Terms & Conditions

• DEFINITIONS
  • The Company means, SUPPLY SA TRADING (PTY) LTD with registration number: 2003/025/699/07  and place of address: Meiring Naude Street,Persequor Technopark,Quintin Brand Street, Apex Corporate Park,Block E,Pretoria East.
    • The Customer means any natural or juristic person placing an order of any product with the Company whose details were relayed and incorporated in any order, statement, invoice, or any other formal document.
    • Product means any product, material or item to be supplied as ordered or tendered or marketed by the Company in any quantity with or without any special branding.
    • Order means any communication between the Customer and the Company either individually or in combination with a series of documents,  in relation to a product, be it an invoice, quotation, email, or any other document reflecting the specifications and instructions of the Customer, setting out the quantity of product with any required branding or manufacturing specifications, terms and conditions and payment terms.
    • Date of Order on which the Customer made payment in accordance with any payment terms.
    • Purchase price means the full price with the added VAT on the whole order
    • Responsible person  means a director, trustee or member, or any person with executive authority in the event that the Customer is a juristic person.
    • The parties mean either the Company or the Customer
    • Damages, means any damages, either direct, indirect, consequential or economical of nature
    • Days any reference days means a calendar business day, with the exclusion of any Saturday, Sunday or public holiday
    • VAT means value-added tax
  • The Customer is the person or entity whose details reflect and are set out in the invoice heading.
  • If the Customer is a juristic person, the person placing the order with the Company warrants that he/she holds the necessary authority and authorization to act on part of the Customer and/or responsible persons of the Customer and to bind the Customer and/or the applicable responsible person(s) to the terms of the agreement with the Company
  • If the Customer is a trust, the person placing the order with the Company warrants that he/she holds the necessary authority and authorization to act on part of the trustees to bind the Customer and/or the applicable responsible person(s) to the terms of this agreement.
  • The person entering into this agreement warrants that the Customer is duly registered and incorporated in accordance with the relevant statutes that lend to the Customer the required legal recognition and status to be incorporated as a legal or juristic entity in terms of the laws of South Africa.

• SURETY AND CO-PRINCIPAL DEBTOR
  • The person placing an order- or signing on behalf of any juristic person signs himself/herself as surety and co-principal debtor for the punctual performance of a such juristic person.
  • In the event that the person is an employee of the juristic person and do not wish to act as a surety or co-principal debtor such a person must bring the situation to the attention of the Company and further provide the correct director, trustee or member’s details in order for the Company to ensure that the correct person is bound as surety.
• TIME AND PLACE OF AGREEMENT
  • In the absence of any written agreement to the contrary, the parties agree that the deemed time this agreement will be the date on which  the Customer made payment of any amount in relation to any quote or invoice of the Company.
  • In the absence of any written agreement to the contrary, the parties agree that the deemed place where this agreement is concluded will be the address of the Companies head office, in spite of the fact that the acceptance of the terms of the agreement, payment, deliver or any other material aspect of the agreement might have transpired at another location and different time.
•  RESERVE OF OWNERSHIP
  • Any right or title of ownership of any product will remain with the Company up until such time that the full purchase price had been paid by the Customer.
  • The Company reserves the right to cease production, retain -, withhold or refuse any delivery of a consignment of products up until the full purchased price of the complete  order is paid in full, or payment arrangements had been made to the satisfaction of the Company and that the Customer adhere to such payment terms.
  • In the event that the Company had delivered some or part of a consignment of products where any part of the payment of the order remains outstanding, the Customer undertakes to keep the delivered products in safe keeping on behalf of the Company and will only remove the products from the delivered address with the consent of the Company, alternatively after the full payment of the order price.
• ORDER
  • An order will not be deemed complete unless the payment arrangements have been agreed to and/or any artwork or branding had been signed off in writing by the Customer.
  • An the purchase price of the products in an order are wholly dependent on the quantity and amount of the product. In the event that the Customer varies the amount of the order the Company reserves the right to adjust the purchase price of the order accordingly. In the event that the Customer varies or supplements the type, quality or specifications of the product the Company reserves the right to adjust any term of the order, i.e the performance date, any warranty, and/or price.
  • The Company has the right to decline, reject or delay any order from any Customer if such an order is not accompanied with the required payment obligation on the Customer, be it in full or in terms of the deposit arrangement with the Company.
• NON -REFUNDABLE DEPOSIT
  • At the sole discretion of the Company the Company might request the Customer to pay a deposit before commencing and accepting an order, which deposit will form part of the amount due and payable in the full purchase price.
  • This deposit amounts to a portion of the purchase price and is non-refundable.
  • The Customer declare that it is aware that the product that it orders where a non-refundable deposit is required is a unique product, posses inherent risk to the Company of various nature and that the deposit is to enable the Company to successfully deal and negate the risks in this regard at its sole discretion.
  • In the event that the Customer cancels the agreement for any reason whatsoever, the Company will not be obligated to return the deposit or any portion thereof before  the Company had the opportunity to calculate any damages suffered by the Company.
  • The Company is further allowed to deduct any loss  in relation to time and costs or waste of any other resource from any deposit held.
• SAMPLE
  • The Company does not hold any samples. The Customer is obligated at the direction of the Company to purchase the required number of samples in order to inspect and approve the specifications of the order.
  • The Company at its sole discretion might retain a copy of a sample of large orders to ensure and verify the correctness and inspection of the products as provided by the suppliers, which sample will be provided to the Customer on the final delivery of the order.
  • The Customer is aware and accept that samples might differ from the actual product and that the samples are used to set out and specify  design and function  of the product.
  • Sample approval is to transpire before the final approval and quotation is accepted. In the event that the Customer provides or approve a sample after a quotation had been provided and paid for the Company may elect at its discretion to reconsider its original quotation and order and demand payment of the difference from the Customer in the event that there is any increase of costs.
• QUALITY
  • The Customer is aware and accepts the risk that there might be a difference of the quality of the material between a sample and the actual product, which difference may be brought about the availability of material, discontinuing of material, manufacturing process requirements, supplier constraints etc
  • Unless the Customer specifies the exact material, attributes, requirements of any product and the Company accepts and acknowledges the Customer will accept any product of a similar quality with similar functions and attributes.
  • The Customer will accept any product where any art-work or branding had been warped as a result of any manufacturing attribute as a result of the placement, colour selection of material or attributes of any product.
  • The Customer is aware and accepts that there is a risk associated with the colour of any artwork and product and that the colour selection might appear different.
  • The Customer will not hold the Company liable for any  damage which it might suffer as a result of any deviation of quality brought about as a result of any manufacturing requirement, process or design, art work or any other material aspect outside the direct control of the Company.
• QUANTITY/STOCK
  • The Customer is aware that the amount of product is instrumental to the order and affects the purchase price of the total order.
  • In the event that the Customer cancels or amends the quantity of the order the Company reserves the right to amend the total purchase price of the order.
  • The Company does not maintain any amount of the ordered product in stock and is wholly dependent on the stock maintenance and the availability thereof with its suppliers and or manufacturing capabilities of such supplier.
  • The Customer is made aware and acknowledges the risk associated with ordering just the required amount of stock and is further advised to anticipate its requirements accurately.
  • The Customer indemnifies and will hold the Company free from any damages that it might suffer as a result of any requirement of additional stock not duly provided for in the order.
• ART WORK AND DESIGN
  • The Customer is aware  and accepts the risk that in spite of sample approval, any artwork should be anticipated to be stretched or affected due to the manufacturing process of mass amounts that as a direct result of manufacturing methods, jigs, printing machines etc, all condition which are outside of the control of the Company.
  • The Customer warrants that is the title holder, duly licensee or owner of any artwork, design, logo or any other intellectual property in relation to any branding or marketing material.
  • The Customer indemnifies the Company from any claim of ownership or damages of any third party in relation to any design, logo, artwork or intellectual property provided by the Customer to the Company.
  • The Customer is granted 4 hours of artwork and design whereafter the Company will be entitled to charge the Customer for any art work or design services at an hourly rate of R 250  per hour.
  • The Customer is entitled to reject the artwork and request a redesign or adjustment only 2 times per initial proposal, whereafter any alteration and/or rejection will be deemed to be a new instruction. The Company reserves the right to reject any new instruction based on the availability of its designers, the complexity of the instructions and/or technical skill involved.
  • Artwork lead time subject to service client was quoted on.
    • Super Express: 2 - 3 hours. If any amendments needed 1 - 2 hours.
    • Express: 4 - 6 hours. If any amendments needed 2 hours.
    • Economy: 48 hours. If any amendments needed 4 - 6 hours.
    • Custom Manufactured: 48 hours. If any amendments needed 4 - 6 hours.
• NORMAL LEAD TIME
  • The Customer is aware and acknowledges the risk that there is a lead time in relation to the procuring and manufacturing of the product in the amount and to the specifications of the Customer.
  • The normal lead time are estimates and the Customer acknowledges and accepts the risks associated with the manufacturing and any delays that can be attributed to strikes, load shedding, COVID-19 health protocols and movement restrictions, force majeure etc.
  • The following minimum lead times are required and are deemed normal lead times (subject to clause 13 specific conditions) :
    • imported goods
      • - 30 - 45 days airfreight - subject to customs and unless otherwise stated by the Company; or
      • - 90 - 105 days sea freight-subject to customs and unless otherwise stated
    • Economy Standard (7-10 working days)
    • Economy Plus orders (5-7 working days)
    • Express orders (2 -3 working days)
    • Super Express  24hrs
    • South Africa Manufactured (10-15 working days)
    • Custom South Africa Manufactured (15-21 working days)
    • Custom Products - to be confirmed by the sales consultant
  • The Customer will strictly adhere to any payment obligation with the Company in any transaction in order to allow the Company the necessary financial resources to execute the required tasks to perform on or before the critical date of performance. Any delayed payment amounts to a breach of the terms of the agreement and waiver by the Customer of the critical date requirement.
• CRITICAL  PERFORMANCE  DATES (expedited lead times)

(NOTE that all days refer to business days with the exclusion of any Saturday, Sunday, Public Holiday and in some instances Public Holidays of foreign jurisdictions applicable to suppliers and/or manufacturers)

• In the event that delivery dates are of importance to the Customer, the Customer will inform the Company of the importance thereof in writing and bring it to the attention of a Director of the Company.
• Any critical performance date, in spite of any undertaking by the Company’s sale staff, will only be binding on the Company if and when the critical performance date had been duly communicated to and agreed to by a Director of the Company.
• Notwithstanding any undertaking by the Company in agreeing to a specified delivery date, the Customer will not hold the Company liable for any damages that it might suffer as a result of a delay that might occur attributable to any act or omission from the Customer in finalizing and approving any artwork, branding, delayed payment or any other instruction or direction to the Company.
• Notwithstanding any undertaking by the Company in agreeing to a specified delivery date, the Customer will not hold the Company liable for any damages that it might suffer as a result of a delay that might occur attributable to any act or omission from any regulator, authority, manufacturer, supplier, transporter or any other third party in the supply chain, regardless if such a party had been appointed or mandated by the Company.
• Notwithstanding any undertaking by the Company in agreeing to a specified delivery date, the Customer will not hold the Company liable for any damages that it might suffer as a result of any delay that might occur attributable to the availability of sufficient resources and materials with the suppliers or manufactures of the product or any impact of any manufacturing or supplying capability as a result of any storm, load-shedding, health conditions, safety issues, strikes, acts of war, force majeures that might be experienced by any supplier and/or manufacture .
• The Customer will strictly adhere to any payment obligation with the Company in any transaction where critical performance dates are to adhered to in order allow the Company the necessary financial resources to execute the required tasks to perform on or before the critical date of performance. Any delayed payment amounts to breach of the terms of the agreement and waiver by the Customer of the critical date requirement.
• The Customer is notified of the increased risk and duly accept such a risk that any product delivered outside of the normal lead time might have inferior quality and/or not comply fully with the specifications of the Customer. The Customer will accept such inferior quality or non-compliant product and will further indemnify the Company from any loss or damages that the Customer might suffer as a result thereof.
• Further terms are applicable on the critical performance based on the time allotted to the Company in order to perform:
  • Super Express (24 hours)
    • Any agreement where the Company agrees to deliver the products within 24 hours is subject to the availability of the product or materials, and/or manufacturing capabilities of any supplier or manufacturer.
    • The Customer will accept any and all defective products, or products not meeting the quality standard, but which products meet the required function specifications as set out by the Customer.
    • The Company is entitled to levy a surcharge or any additional priority fee on Any agreement where the Company agrees to deliver the products within 2 to 3 days  is subject to availability of the product or materials, and/or manufacturing capabilities of any supplier or manufacture.
    • The Customer will accept any and all defective products, or products not meeting the quality standard, but which products meet the required function specifications as set out by the Customer.
    • The Company is entitled to levy a surcharge or any additional priority fee on any normal order.
    • any normal order.
  • Express Service
    • Any agreement where the Company agrees to deliver the products within 2 to 3 days is subject to availability of the product or materials, and/or manufacturing capabilities of any supplier or manufacturer.
    • The Customer will accept any and all defective products, or products not meeting the quality standard, but which products meet the required function specifications as set out by the Customer.
    • The Company is entitled to levy a surcharge or any additional priority fee on any normal order.
• DELIVERY
  • The Customer is obligated and responsible for the collection and/or delivery of the goods from the Company to the Customer. At the collection of the order the Customer , any employee or agent must resent a valid proof of identity and the order number as provided by the Company.
  • In the event that the Customer utilizes the services of the Company to deliver the goods at the address as specified by the Customer, the Customer will hold the Company free from any claim of damages or liability that might result from the Company or its employees or any agent  delivering the product to the Customer.
  • The Customer will ensure that the required persons are available to accept delivery at the agreed time and place of the delivery. In the event that the driver has to wait for more than 30 minutes for an authorised person to accept the delivery the Company may levy additional standing time charges for such a delivery.
  • In the event that the place of delivery is not at the ground floor, alternatively not easily accessible, the Customer will ensure that the required assistance and guidance will be provided for the delivery. In the event that the delivery takes longer than 30 minutes to complete the Company may levy additional charges in relation to additional services and/or standing time.
  • In the event that the Customer elects to use the of services of a third party, the Customer will ensure that the goods are transported free on board and further fully ensured by the Customer. The Company will not be held liable for any claim of the Customer, and the Customer indemnifies the Company for any claim be it from the Customer or from any third party transporter or any other third party that might result in damages or destruction from the product from any act or omission from the Company in transferring the product for the collecting and/or delivery of the product.  
  • Proof of delivery setting out the product and quantity will be a signed delivery note by the Customer, its agent, or any third party acting on the instruction of the Customer.
  • The Customer is responsible for the counting and verification of the quality and quantity  of the products at the delivery thereof. In the absence of any written notification, any consignment of product will be will be deemed to be correct and in good order in accordance with the  product and quantity as set out in the delivery note  after 24 hours after delivery.
  • In the event that the Customer, any of its employees or agents do not sign the delivery note, the deliver note is deemed to be signed after 24 hours of the delivery and that the order is correct in quantity and quality.
  • In the event that the Customer for any reason whatsoever, refuses to take possession of the products, alternatively refuses to collect the products-, after being duly notified of the need to do so within 30 days by the Company, the Company is entitled to sell any portion of any consignment of products in order to recoup any loss or damages that might be suffered by the Company after 30 days have elapsed from said notice.
  • The Company will be entitled to charge the Customer storage fees for any portion of a consignment of products not collected in accordance with the delivery terms at a market rate calculated and based on the squared meters needed to store the products at a similar storage facility.
• RETURN POLICY
  • The Customer confirms that it is familiar with the product, that it has inspected and approved a sample.
  • The Company will not be obligated to accept any imported or custom manufactured items.
  • The Company at its sole discretion may accept any items (not being imported or customized) in order to resale and limit the damages of the Customer by refunding the Customer for a portion of the purchase price on the condition that the Customer returns the product in the delivered condition. The Company may exercise or decline its election in this regard based on the resale ability and demand of the product.
• PAYMENT
  • The Customer is obligated to ensure that any payment to the Company’s bank account is to the correct bank account, which details can be confirmed with the Company.
  • The Customer is obligated to ensure that the correct amount of the payment, with the provision of the required VAT tax, is free of any hold or charge into the nominated bank account of the Company.
  • The Customer is liable for the transaction fee of an additional 2.5% of any payment over R 10 0000-00 via the card payment facilities of the Company.
  • The Company may decline to deliver any part of any consignment of products or the whole order in the instances where the any part of the agreed payment or portion thereof is not fully reflecting in the bank account of the Company.
  • The Company may accept, or decline to accept ,any proof of payment as it may deem fit, at its sole discretion, for proof of the Customer’s fulfilment of its payment obligation. The ultimate proof of fulfilment of the Customer’s payment obligation is the confirmation from the Company’s financial institution that the payment and the amount thereof had been cleared and is free of any hold or charge and available to the Company.
• DATA PROTECTION (POPIA)
  • The Company is authorized to request and collect personal information as authorized in terms of the Protection of Personal Information Act to give effect to the payment, legal, product design and delivery functions of the Company in order to give effect to the purchase agreement between the Company and the Customer
  • The Company undertakes not to collect prohibited information as set out in
  • The Customer, any of its agents and/or employees are informed that it might approach the Company and verify, amend, or request that the information be deleted in terms of the conditions as determined in terms of the Protection fo Personal Information Act.
  • The Customer, its employees, or agents are further informed of their right to contact the Information Regulator in the even that they are of the view that their data protection rights had been violated.
• WARRANTY /GUARANTEE
  • The Company undertakes to scrutinize and verify any product quality or design in accordance with the product specifications and qualities as relayed to the Company and its sales staff by the relevant supplier or manufacturer of the product.
  • However, the Company does not provide any express warranty and/or guarantee of any quality or aspect of any product.
  • In the event that the Customer requires any warranty or guarantee in relation to any aspect of the product, the Company undertakes to relay such a requirement to the supplier and/or manufacture. However, the Customer indemnifies the Company from any inherent quality, quantity or aspect communicated to the Customer that can be deemed sales talk or promotion of the item.
  • Any warranty or guarantee provided to the Customer in relation to any aspect of or quality of product will be directly enforced by the Customer against any supplier or manufacturer. The Customer indemnifies the Company from any claim in relation to any product quality and/or aspect or the lack thereof in relation to any warranty or guarantee from any suppler or manufacturer.
• APPLICATION OF SECTION 44 of the ECTA
  • Section 44 of the Electronic and Communications and Transactions Act, 25 of 2002 is not applicable in that the products are delivered and/or made on the order of the Customer and in accordance with the Customer’s specifications, the Customer’s personalization or is the nature of the products are of a marketing nature and as such cannot be returned.
• LIMITATION OF LIABILITY
  • The Company will not be liable for any claim of whatsoever nature (whether in contract or in delict) and whether for damages or otherwise, howsoever arising including but without limiting the generality of the aforesaid –
    • any negligent act or omission or statement by the Company or its servants, agents and nominees; and/or…
    • Notwithstanding anything to the contrary contained in these trading terms and conditions, the Company will not be liable for any indirect and consequential loss arising from any act or omission or statement by the Company, its agents, servants or nominees, whether negligent or otherwise
  • In the event that the Company is deemed liable for any claim whatsoever nature (whether in contract or in delict) and whether of damages or otherwise any claim against the company will be limited to an amount not greater than the total purchase price of the whole order of the product.
• CANCELLATION
  • the Customer is made aware that the Company cannot cancel the agreement in that supplier, manufactures and/or other third parties would  have been duly instructed  and costs incurred in order to meet the required deadlines as set out by the Customer and the After the order has been duly confirmed and partial payment reflects in the account of the Company
  • The Company cannot accept any cancellation of any imported or customized products.
  • In the event of any breach by the Customer, the Company reserves the right to cancel the agreement at its sole discretion and is entitled to determine a reasonable cancellation fee, which amount will be determined on any penalties payable to the suppliers or manufactures, damages suffered by the Company, amount of stock deliver, or the loss in profit by the Company, or any aspect which the Company deems reasonable in terms of the  conditions and circumstances that led to the cancellation  and the consequences thereof suffered by the Company.
• TERMINATION
  • This agreement may be terminated by the Company in the event that:
    • The Customer is a  juristic person applies for business rescue, alternatively any application is brought for the winding-up or liquidation of the Customer.
  • The Customer, is a  natural  person who applies for debt rescue, alternatively any application is brought for the insolvency of the Customer.
• BREACH
  • In the event that the Customer breaches any term of this agreement, the Company will bring such a breach to the attention of the Customer and afford the Customer 5 days to remedy the breach, failing in which the Company is entitled to:
    • Claim specific performance;
    • Cancel the agreement and claim consequential damages in relation to loss of time, disposal of product from the Customer or any other damages suffered by the Company as a result of the breach of the Customer.
  • In the event that the Customer breaches any term of this agreement and fails to remedy such breach within the notice period any and all amounts not yet due and payable to the Company will immediately become owing,  due and payable to the Company.
• SEVERABILITY
  • Whenever possible, each provision of this agreement shall be interpreted in a manner which makes it effective and valid under applicable law, but if any provision of this agreement is held to be illegal, invalid or unenforceable, that illegality, invalidity or unenforceability will be separated from the agreement shall not affect the other provisions of this agreement, all of which will remain valid and applicable on the relationship between the parties.
• SOLE RECORD OF AGREEMENT
  • This Agreement constitutes the sole record of the terms of the agreement between the parties with regard to the subject matter hereof. No party shall be bound by any express or implied term, representation, warranty, promise or the like not recorded herein.
• DOMICILIA CITANDI ET EXECUTANDI
  • The parties choose as their domicilia citandi et executandi for all purposes under this agreement, whether in respect of court process, notices or other documents or communications of whatsoever nature, the addresses as set out in the invoice or order form.
• NO VARIATION
  • No addition or variation in the terms of this agreement, including this clause, will be of any force or effect unless it is contained in writing and signed by both parties.
• WAIVERS
  • No relaxation or indulgence, which any party may grant to any other, shall constitute a waiver of the rights of that party and shall not preclude that party from exercising any rights which may have arisen in the past or which might arise in future.
• JURISDICTION
  • The Parties hereto consent to the jurisdiction of the Magistrates' Court in terms of Section 45 read with Section 28 of the Magistrates’ Court Act of 1944 as amended. Notwithstanding the aforementioned, this shall not preclude either Party from approaching the High Court of South Africa for any relief sought. This Agreement shall further be governed in terms of the law of the Republic of South Africa.