1. No variations from the terms and conditions herein contained, and no contrary stipulation by THE BUYER in writing, shall be valid and binding unless confirmed by THE SELLER in writing.
2. Any discount which THE SELLER may have granted to THE BUYER shall be forfeited by THE BUYER if payment is not made to THE SELLER on due date.
3. Orders, after acceptances, may not be cancelled in whole or in part or varied in any manner whatsoever, unless confirmed by THE SELLER in writing, whereupon THE BUYER shall be liable to pay to THE SELLER a cancellation fee amounting to 15% (FIFTEEN PERCENT) of the total order.
4. THE SELLER reserves the right to deliver products ordered as and when the products can be made available by THE SELLER. THE SELLER shall be entitled to execute delivery in part from time to time.
5. Where prices are based on a stated exchange rate, these prices will be adjusted to take account of any exchange rate fluctuations. Adjustments due to exchange rate fluctuations will be calculated as at the date of invoice based on the exchange rate quoted by Nedbank at the close of business on the date immediately prior to the date of invoice.
6. Whilst THE SELLER shall make every endeavor to deliver the products and render the services promptly or within the time indicated by THE SELLER, THE SELLER shall not be liable for any loss of profit or any damages, direct or indirect, consequential or otherwise, sustained by THE BUYER as a result of non-delivery or non-performance of the services or late delivery or late performance of the services due to any cause whatsoever.
7. Notwithstanding any thing to the contrary herein contained, ownership in and to the products sold shall only pass to THE BUYER upon the full purchase price therefore having being paid. Ownership in any Software licensed to THE BUYER shall remain with THE SELLER or its licensors.
8. All risk in and to the products shall pass to THE BUYER upon delivery thereof.
9. THE SELLER shall not be required to deliver any products or render any services to THE BUYER for so long as THE BUYER is in arrears with any payment owing to THE SELLER from any cause or debt. In the event of THE BUYER committing an act of insolvency, or being placed under provisional or final judicial management, liquidation or sequestration, THE SELLER reserves the right to cancel any sale contract or order and to stop further deliveries and performance.
10. THE BUYER shall not be entitled to return any products to THE SELLER without THE SELLER’S express consent. No claim in respect of shortages or damage to the products sold or licensed shall be entertained unless made in writing and received by THE SELLER within 7 (SEVEN) days from date of delivery of the products. No claim regarding quality of products shall be entertained by THE SELLER unless made in writing and delivered to THE SELLER within 28 (TWENTY-EIGHT) days from date of delivery of the products. In the event of material defects or shortages in the products proved to THE SELLER’S satisfaction, and upon being properly notified, THE SELLER shall at its option;

A. either exchange the products for similar products, or

B. take back such products and refund the purchase price therefor.

No further claims of whatsoever nature shall be entertained and in particular THE SELLER shall not be liable for any damages or for any direct or consequential loss of any nature.

11. A customer shall make payment in full and free of exchange to PLESSIE within 21 (twenty one) days of the date after PLESSIE has invoiced the Customer. Where goods are to be installed and commissioned PLESSIE shall invoice the Customer for 90% (ninety per cent) of the price of the goods on delivery and for the balance of 10% (ten percent) on completion of the commissioning.

12. Interest shall be charged and paid on all outstanding amounts at the rate of 2% (TWO PERCENT) above the publicly quoted prime overdraft rate charged by Nedbank from time to time. In the event of THE BUYER failing to effect payment of the purchase price of any products or license fees for any software within 7 (SEVEN) days from date of demand for such payment, THE SELLER shall be entitled, at its option, and notwithstanding any indulgence or relaxation granted to THE BUYER, to cancel the agreement of sale or license and repossess the products, the software or the balance thereof.

• THE SELLER shall be entitled to resell such products either by auction or by private treaty, and THE BUYER shall be passed a credit for all amounts received in excess of the expenses of recovery and resale, and shall be liable for any shortfall.

13. These terms and conditions apply to all contracts for the sale of products, the licensing of software and services rendered, entered into by THE SELLER, whether or not such sales are pursuant to orders by telephone or telegram or orders placed with its agents or representatives on their behalf, and supersede any terms and conditions of sale laid down by THE BUYER. Any and all alterations or amendments to these terms and conditions shall be in writing and signed by both parties.

14. All software delivered to THE BUYER shall be licensed for use by THE BUYER strictly in accordance with the terms and conditions of the standard license applicable to the specified Software licensed and acceptance of delivery by THE BUYER or acceptance of any proposal or quotation shall constitute acceptance by THE BUYER of such terms and conditions, even if a written license is not signed by THE BUYER. A copy of the standard license terms and conditions for each Software product is available from THE SELLER upon request.

15. Payment may not be withheld pending the settlement of any claims or disputes and in the event of any amount due to THE SELLER being handed to an attorney for collection, THE BUYER shall pay the collection fee and all other legal charges thereby incurred by THE SELLER on the Attorney and Own Client Scale.

16. All products being returned to THE SELLER for whatever reason requires a Return Material Authorization (RMA) number and a copy of the invoice before they will be accepted. The RMA number MUST NOT be displayed on the products being returned but must be quoted when the products are returned. Where products are being swopped out a new order number is to be supplied when a RMA number is obtained.

• a) Subject to clause 21 , THE SELLER reserves the right (at it’s own discretion) not to accept any products returned if they are not in original condition and complete with all manuals, accessories, cables and packaging. Products may be returned within 7 days from date of invoice should the product be defective or not conform to specifications. Any products returned after 7 days but within 30 days will be subject to a 15% handling fee. Subject to clause 21, any products returned after 30 days will NOT be accepted back under any circumstances.

b) Subject to clause 21, in the case of software, once the package has been opened and/or the seal has been broken, the product is not returnable under any circumstances.

18. Should the system be a Private Automatic Branch Exchange the customer will provide accommodation specified by Telkom for the system, and such accommodation shall comply fully with all requirements in respect of size, power points, lighting and dust free environmental and other conditions as laid down by Plessie and Telkom.

19. If installation of the system is included in the quotation, PLESSIE shall during all reasonable hours have access to the premises of the Customer to install the system. PLESSIE shall take all reasonable precautions to avoid damage to the premises when installing the system, but cannot accept responsibility for any such damage.

20. The Customer shall at his own expense obtain all necessary consents, permits, licenses or other authorities from the owner of the premises Telkom Governmental Municipal Local or other competent authorities and others whose permission is or may be necessary for the installation or use of the system. PLESSIE does not warrant or represent that any such consents, permits, licenses or other authorities will be granted and a failure to obtain any one or other of the same shall not invalidate any order accepted by PLESSIE.

21. THE SELLER honours all manufacturers warranties for products sold or licensed to THE BUYER. Product will be replaced or repaired (at the Sellers scretion) within the period of the manufacturers warranty . All implied or residual warranties, including without limitation, the warranties of ‘fitness for a particular purpose’ and ‘merchantability’ are hereby disclaimed and excluded.

Warranty exchanges will only be made once the defective product has been returned complete with all accessories, cables, manuals, diskettes and packaging and subject to stock availability. Any advance exchanges will be charged to THE BUYER’S account (and are therefore payable) and will only be credited (less any charges) once the defective products have been received.

THE SELLER will cover the outward bound cost of product replaced under warranty.