TERMS & CONDITIONS OF SALE

INTERPRETATION AND DEFINITIONS

The headings of the clauses in this agreement are for the purpose of convenience and shall not be used in its interpretation.

In this agreement the following expressions shall bear the meanings assigned to them below

1.2.1.   “TSW”, means The Security Way.
1.2.2.   “Customer” shall mean the person or the company or any person(s) at whose request or on whose behalf TSW undertakes to supply any goods, do any business, or provide any service, in this instance being _______________.
1.2.3.   “goods” shall mean any item(s) or service(s) of whatsoever nature that are supplied by TSW to the Customer in terms of this agreement.

TERMS OF THIS AGREEMENT

The Customer hereby acknowledges that he/she/it has read and understands each term of this agreement and accepts them as binding and acknowledges that the content reflects the true meaning thereof and that this agreement has been entered into for the benefit of both the Customer and TSW.

GENERAL

The terms and conditions contain the entire agreement between the parties, including all relevant annexes, if any. Neither party shall have any claim or right of action arising from any undertakings, representation or warranty not included in this agreement.

No variation, addition to or cancellation of this agreement shall be of any force or effect unless reduced to writing and signed by a duly authorized representative of the Customer and a duly authorized representative of TSW.

Failure by either party to enforce any provisions of this agreement shall in no way affect that party's right to require performance of the provisions at any time in the future.

This agreement governs all future contractual sales relationships between the parties whereby the Customer purchases goods or services from TSW.

QUOTATIONS AND ORDERS

Unless otherwise specified in writing, all quotations given by TSW will remain valid for a period of 7 (seven) days from the date of the quotation. The validity of any price quoted is subject to availability of the goods quoted.

All prices quoted are subject to increases in the cost price, due to currency fluctuations, before dispatch of goods. Prices are subject to change subject to change without prior notice.

If telephone orders are placed by the Customer, TSW may require such orders to be confirmed in writing by the Customer, prior to acceptance by TSW. Any such orders shall upon acceptance be irrevocable by the Customer and binding, subject to these standard terms and conditions.

No order will be placed with TSW supplier if the deposit as specified in 5.2.1 is not paid.

PAYMENT

The Customer agrees that any prices will be invalid unless supported by a valid quotation or an agreed discount reduced to writing and signed by a duly authorized representative of TSW.

The Customer shall pay for the goods purchased hereunder by means of:

Deposit in the amount of 80% of the quoted price on acceptance of the quote;
Final payment of 20% on completion of the job.

TSW shall be entitled to invoice each delivery actually made separately.

The Customer has no right to withhold payment for any reason whatsoever and agrees that no extension of payment of any nature, will be extended to the Customer and any such extension will not be applicable or enforceable unless agreed to by TSW, reduced to writing and signed by the Customer and a duly authorized representative of TSW.

The Customer is not entitled to set off any amount due to the Customer by TSW against its debt.

In the event of any dispute arising as to the amount or calculation of any fee or charge which is payable by the Customer, the Customer agrees that the amount due and payable to TSW may be determined and proven by a certificate issued by an auditor appointed by TSW. Such certificate shall be binding and shall be prima facie proof of the indebtedness of the Customer. The costs relating to such certificate shall be for the costs of the Customer.

Interest on overdue accounts shall be payable on any amounts due to TSW, at the Prime Overdraft rate quoted by ABSA Bank Limited ruling from time to time, which interest shall be calculated on a daily balance and capitalized monthly from the date the amount fell due to date of payment.

If, at any time, any amount of money due by the Customer to TSW is overdue for payment, TSW shall be entitled to suspend all deliveries to the Customer until all amounts are paid or, at the election of TSW, to cancel all outstanding orders, in either of which events, the Customers shall have no claim against TSW.

The Customer agrees that if an account is not settled in full:

5.9.1.                                on delivery of the goods; or
5.9.2.   within the period agreed in clause 5.2;
5.9.3.                               TSW is entitled to:

immediately institute action against the Customer; or
cancel the sale and take possession of any goods delivered to the Customer including goods sold or disposed of by the Customer which has not been paid for in full, and claim damages.

These remedies are without prejudice to any of TSW’s rights.

5.10. In the event of cancellation, the Customer shall be liable to pay;

5.10.1.   the difference between the selling price and the value of the goods
at the time of repossession; and
5.10.2.   all other costs incurred in the repossession of the goods.

The value of repossessed goods or retained pledged goods will be deemed to be the value placed on them by a sworn valuator appointed by TSW. Such repossession and such valuation will be prima facie proof of the value.

The Customer indemnifies TSW completely against any damage whatsoever relating to the removal of the repossessed goods.

RETURN OF GOODS AND LOAN EQUIPMENT

6.1 The customer acknowledges that TSW has a no refund policy.
6.2 Loan equipment is available, however if the loan equipment is damaged on the customer’s premises, the customer will be liable for the replacement costs of the equipment.

DELIVERY

Delivery times given are merely estimates based on information received from the supplier and are not binding on TSW. TSW warrants that it will use its best endeavors to meet such delivery times.

TSW shall be entitled to split the delivery of the goods ordered in the quantities and on dates it decides, with the prior consent of the Customer, which consent shall not be unreasonably withheld.

It is the responsibility of the Customer to ensure that the goods and services delivered by TSW, from time to time, conform in all respects to the order placed by the Customer, in particular the price, quality and quantity ordered.

Any tax invoice/delivery note (copy or original) signed by the Customer and held by TSW shall be prima facie proof that delivery was made to the Customer.

RISK OF DAMAGE

The risk of damage to or destruction of goods is passed to the Customer on signature of the delivery receipt upon delivery to the Customer or the Customer's nominated representative and the Customer undertakes to insure the goods fully, until paid for.

EVALUATION AND DEMONSTRATION UNITS

All goods ordered on an evaluation, approval or demonstration basis by the Customer are deemed sold if not returned to TSW in the condition in which it was delivered by TSW to the Customer, in the original packaging and with all accessories and manuals intact, within the evaluation period agreed to in writing.

REPAIRS

Any repair times given are merely estimates based on information received and are not binding on TSW.

TSW shall be not be liable for any damages to or theft of equipment, that is placed in its custody for repair, on instruction of the Customer.

OWNERSHIP

All goods supplied by TSW remain the property of TSW until such goods have been fully paid for.

LIMITATION OF LIABILITY

The Customer agrees that neither TSW nor any of its employees will be liable for any innocent misrepresentations made to the Customer nor shall the Customer be entitled to resell from the agreement on those grounds.

It is the sole responsibility of the Customer to determine that the goods or services ordered are suitable for the purpose of intended use.

Under no circumstances will TSW be liable for any consequential or indirect damages or loss of profit, or for any delictual liability of any nature whatsoever.

Under no circumstances will TSW be liable for any damage arising from any misuse or abuse of the goods.

WARRANTY

Goods are guaranteed according to the Suppliers product specific warranties only and all other guarantees and warranties including common law guarantees are hereby specifically excluded. Services carry no guarantee.

Liability under Clause 13.1 is restricted to the cost of repair or replacement of faulty goods or granting of a credit at the sole discretion of TSW.

It is the duty of the Customer to return any defective goods to the premises of TSW's nominee at the Customer's own cost.

Any item delivered to the Customer will form the object of a pledge in favour of TSW for present and past debts of the Customer to TSW and TSW will be entitled to retain such pledge at the value as determined in Clause 5.10.

All guarantees are immediately null and void should any equipment be tampered with or should the seals on equipment be broken by anyone other than TSW or its nominee, or should the goods be operated outside the Manufacturer's specifications.

BREACH

No claim under the terms and conditions of this agreement will arise unless either party has given the other party 14 (fourteen) days written notice by prepaid registered post to rectify any breach of the agreement.

Either party may terminate this Agreement (without prejudice to any other rights and remedies available to it) should the other party commit any act of insolvency (including such an act defined in terms of the Insolvency Act 1936), or be wound up (whether provisionally or finally, and whether compulsorily or voluntarily), or be placed under judicial management, or enter into any arrangement or compromise with any of its creditors, or be subject of any resolution passed for its winding up or dissolution, or have a judgment given against it by any court of law which, if applicable, is not appealed against within the period allowed for the lodging of such an appeal, remains unsatisfied for a period of 7 (seven) days, or otherwise becomes bankrupt or insolvent, or makes a general assignment for the benefit of its creditors, or assigns or otherwise transfers its assets to a subsidiary or third party, or cease to carry on business in the ordinary course, or undergoes a solvent reorganization restructuring, in any such events all fees due under this Agreement shall become immediately due and payable in full irrespective of any other agreed payment date.

FORCE MAJEURE

No party shall be liable for failure to perform any obligations under this agreement if such failure is caused by circumstances not directly under such party's control, including (without restricting this claim to these instances) failures resulting from force majeure, fires, flood, legislation, inability to secure labour, power, materials or delays of suppliers or carriers, or by reason of an act of God, war, civil disturbances, riot, state of emergency, acts of terrorism, strike, lockout, or other labour disputes.

CONFIDENTIALITY AND RESTRAINT

Each party acknowledges that all material and information which has or will come into possession or knowledge of any other in connection with this agreement or the performance of the obligations hereunder, consists of confidential and proprietary information, if marked as such, which, if disclosed to third parties, might be damaging to the proprietor thereof.

The parties therefore agree to hold such material and information in the strictest confidence, not to make use thereof other than in the performance of the obligations under this agreement, to release it only to employees or agents requiring such information and not release or disclose it to any other party's employees and agents.

The parties agree that the provisions of this clause will survive the termination of this agreement.

DOMICILIA AND NOTICES

The Customer choose as his/her/it’s domicilium citandi et executandi for all purposes under this agreement, the addresses and facsimile numbers as set out in the completed dealer application or as shown on the purchase order placed on TSW.

TSW: _____________
_____________
_____________
Facsimile: 086 693 8642

All notices given in terms of this agreement shall be in writing and any notice given by any party to another ("the addressee") which –

is delivered by hand or transmitted by facsimile shall be deemed to have been received by the addressee on the first business day after the date of delivery or transmission, as the case may be; and
is posted by pre-paid registered post from an address within the Republic of South Africa to the addressee at its domicilium address for the time being shall be deemed to have been received by the addressee on the 14 (fourteenth) business day after the date of such posting.

Notwithstanding anything to the contrary contained or implied in this agreement, a written notice or communication actually received by one of the parties from another, including by way of facsimile transmission, shall be adequate written notice or communication to such party.

SEVERABILITY

The invalidity of any part of these terms and conditions will not affect the validity of any other part, each clause in this agreement being severable from the rest.

SIGNED: ____________________ DATE: ____________________