Digital Direct’s Terms and Conditions of Sale
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
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
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
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.
5.1 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.
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
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.
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).
13.1 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.
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.