Terms and Conditions

Terms and Conditions 2013-07-10T12:22:02+00:00

Digital Direct’s Terms and Conditions of Sale

1. VALIDITY

Digital Direct quotations are open for acceptance by the Customer during the period

stated therein, or where no period is stated, within 30 (thirty) days only after the date

of the written quotation.

2. LIMITS OF CONTRACT

Digital Direct’s quotation includes only such goods, accessories and work as are

specified therein.

3. MASTER AND PRINT MATERIAL

3.1 The onus is on the Customer to ensure that its master and/or print material is correct as

per Digital Direct’s specifications, as reflected on the quotation. Should Digital Direct

be required to collect the Customer’s master and/or print material on more than one

occasion due to an error and/or omission on the part of the Customer, or for any

reason whatsoever, Digital Direct reserve the right to levy a charge in respect of the

collection thereof.

3.2 Digital Direct shall not be liable for any error and/or omission on the part of the

Customer, or for any reason whatsoever, once the Customer has approved a draft

copy.

4. DELIVERY

4.1 Delivery will be made at the place specified in the quotation. Prices reflected in the

quotation include delivery for the Johannesburg area. Nominal additional charges may

apply in respect of delivery to other areas.

4.2 Digital Direct shall have the right to effect part deliveries, where necessary. Each

delivery or part delivery of an order shall be deemed to be sold under a separate

contract. Neither failure on Digital Direct part to make delivery or part delivery in

accordance with these conditions nor any claim by the Customer in respect of such

delivery or part delivery shall entitle the Customer to reject the balance.

4.3 Should the Customer fail to take delivery within a reasonable time of Digital Direct

having by notice in writing required the Customer to do so, Digital Direct shall be

entitled to terminate the contract and recover from the Customer any loss suffered by

reason of such failure.

4.4 Should Digital Direct deliver to your office and payment is not available, but was

promised to be, the Digital Direct will be entitled to charge for the second delivery or

can request that you, the customer, collect the goods.

5. OWNERSHIP

5.1 Risk in the goods shall pass on delivery but ownership in any goods delivered remains

vested in Digital Direct until the entire contract price shall have been paid.

5.2 In order to protect Digital Direct’s rights of ownership in its goods, they hereby

reserve the right to circulate to all parties who will be contracting with the Customer, a

notice pointing out that ownership of their goods remains vested in them until the

contract price has been paid in full.

6. LIABILITY FOR DELAY

Any times quoted for delivery are dependent upon Digital Direct receiving all

necessary access and assistance to enable them to commence work and to proceed

therewith without interruption. All delivery times are estimates only and Digital Direct

shall not be liable for late delivery. In all cases, whether a time for delivery be quoted

or not, the time for delivery shall be extended by a reasonable period if delay in

delivery is caused by instructions, or lack of instructions, from the Customer or by

industrial dispute or by reason of force majeure or by any cause whatsoever beyond

our reasonable control. A contract shall not be cancelled on the ground of Digital

Direct’s delay unless they shall first have received reasonable notice of the

Customer’s intention to insist on adherence to contractual delivery dates.

7. VARIATIONS

In the event of variation or suspension of work by the Customer’s instructions or lack

of instructions, Digital Direct shall be entitled to increase the contract price by a sum

of money sufficient to cover the extra expenses incurred or sustained by them as a

direct or indirect consequence of such variation or suspension.

8. TERMS OF PAYMENT

8.1 All prices indicated on Digital Direct’s quotations are expressed in South African

Rand per unit, excluding Value Added Tax (VAT).

8.2 Prices are subject to exchange rate fluctuation and the quotation must be accepted

before an order is considered finalised.

8.3 All prices shall include all custom duties for digital media in relation to use on

personal computers. Should ad velorem or any other custom duties be applicable (for

example in the use of games, audio packages, etc.), then these duties shall be for the

account of the Customer.

8.4 Digital Direct’s terms for payment are as follows:

8.4.1 50% (fifty percent) of the full purchase price is to be paid upon acceptance of

quotation, and the balance of 50% (fifty percent) to be secured at the time of

acceptance of the quotation with a irrevocable and non-transferable Letter of Credit

with a recognised South African Bank, which is to be capable of being acted upon

immediately upon delivery.

8.4.2 Alternatively to clause 8.4.1 above 70% (seventy percent) of the full purchase price is

to be paid upon acceptance of quotation, and the balance of 30% (thirty percent) to be

paid by bank cheque or cash on delivery.

8.5 Notwithstanding the aforegoing or any further agreements which may be reached,

Digital Direct shall be entitled to call for security or for payment in advance if they

at any time have reasonable grounds for so doing. If the Customer fails to make

payment in accordance with Digital Direct’s Conditions or fails to comply with any

provision(s) of these Conditions, Digital Direct reserves the right to cancel any

undelivered portion of the goods, the Customer remains responsible for the

completed and partly completed work up to the date of such cancellation.

8.6 Once a quotation is accepted and the order finalised same may not be cancelled by

the Customer under any circumstances whatsoever. Digital Direct will, in the least,

be entitled to pro-rata payment for share of work done.

8.7 Payments shall not be set off against or withheld on account of any counterclaims,

unless such counterclaims have been admitted by Digital Direct in writing. Any

liability of Digital Direct under these Conditions is subject to the Customer

adhering to Digital Direct’s terms of payment and all of its other obligations to

Digital Direct. Until such payment and obligations are rendered in full any rights

that the Customer may have, shall be deemed to have not yet arisen and it is only

the aforesaid payment and fulfilment of such obligations that releases such rights

and makes them available to the Customer in respect of any claim that they may

have against Digital Direct.

8.8 Without prejudice to Digital Direct’s right to payment as hereinbefore provided,

the Customer shall pay interest on any sum due to it at the rate of 1% (one percent)

above the prime overdraft rate, from the due date of such payment until payment is

actually made.

8.9 For the purposes of clause 8.8 above the “prime overdraft rate” means the publicly

quoted rate of interest at which Digital Direct’s bankers lend on overdraft and a

certificate from any manager or accountant (whose appointment and authority

need not be proved) of any branch of Digital Direct’s bankers as to that rate at any

time shall be final and binding.

8.10 Should any payment not be made by due date Digital Direct shall be entitled to

cancel the contract and retain all amounts paid as roukoop or a genuine preestimate

of damages suffered by them.

8.11 In the event of Digital Direct instructing its attorneys to take steps to enforce any of

its rights under this agreement, the Customer shall pay on demand to Digital Direct

such collection charges and other legal costs on an attorney and own client basis

which shall be lawfully charged by the attorneys.

8.12 Where the production of a job is delayed due to the customers fault, then Digital

Direct will be entitled to full payment within 30 days of acceptance of the invoice

by the customer, even though full production cannot yet be completed.

9. ARBITRATION

If at any time any dispute whatsoever shall arise in relation to or in connection

with the contract, either of the parties may give to the other notice in writing of the

existence of such dispute and then same shall be referred to the decision of a

single arbitrator in Johannesburg, to be agreed upon between the parties or, in

default of agreement for 14 (fourteen) days, to be appointed at the request of either

party by the Arbitration Foundation of South Africa in accordance with and

subject to its rules and the provisions of the Arbitration Act 42 of 1965, or any

statutory modification or re-enactment thereof for the time being in force.

10. GENERAL PRICE VARIATION

10.1 Digital Direct’s prices are based on the cost of materials, transport, Rand/Dollar

exchange rate and labour ruling at the date of its quotation and, unless otherwise

stated, if between that date and the date of delivery, variations occur in these costs,

then prices quoted shall be amended to provide for these variations.

10.2 When no formula is applicable in a price amendment or in the event of any doubt

or dispute regarding the application of a formula, a certificate by Digital Direct’s

auditors or accounting officers, acting as experts and not as arbitrators, shall be

conclusive and binding.

11. CONSEQUENTIAL DAMAGES

Under no circumstances whatsoever will Digital Direct, at any time, be liable for

any claims for consequential loss or damage that may be sustained by the

Customer or for any claims made by another person whatsoever, in connection

with any contracts made by Digital Direct or the use of goods sold by them and

whether due to delay, defects, negligence or otherwise.

12. SHORTAGES IN DELIVERY

No claim for shortages in delivery or damages in transit can be entertained unless

made within 7 (seven) days after delivery or, in the event of non-delivery, within

10 (ten) days of invoicing. It is the norm in our industry to allow for over and

under runs of 10%. Digital Direct works to a standard of 5% over and under runs.

The customer accepts that goods may therefore be delivered within a 5% over or

5% under quantity with the invoice amended accordingly if under (no additions

will be applied if over).

13. GENERAL

13.1 No amendment or variation of the contract or these conditions shall be of any

force or effect unless recorded in writing and agreed to by both parties.

13.2 The Customer hereby acknowledges that they have read and understood each and

every term and condition outlined herein and accepts same to be binding on them.

13.3 The Customer hereby warrants that the signatory to this agreement has been duly

authorised to contract on its behalf. The signatory hereto binds him/herself in

his/her personal capacity as co-principal debtor in solidum for the full amount due

to Digital Direct and hereby agrees that the terms and conditions outlined herein

shall apply mutatis mutandis to him/her.

14. STOCK

Quotations for goods stated to be for delivery from stock are subject to Digital

Direct not having sold or committed themselves to third parties in respect of such

stock at the date of acceptance of its quotation by the Customer.

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