Online Store Terms

(General terms for registration of users and the provision of Goods)

1. Introduction

These terms cover any transactions where we provide goods to you. The commercial terms of any transaction between us and you will be contained in an order that will incorporate these terms. The order will prevail if there is a conflict of meaning. Nothing in these terms obligates either party to enter into any orders.

 

2. Definitions

Definitions. In the agreement:

agreement means the agreement between us and you, consisting of the terms and any orders we as the parties enter into;

authorised user means (i) you or (ii) a user in your employ where you are a juristic person, who has been assigned credentials and includes an administrator;

credentials means a unique user ID and password that has been assigned to an authorised user or administrator;

EULA means an end user license agreement;

fees means the fees, charges, or purchase consideration that you will pay to us in respect of goods we provide under orders;

goods means any goods (physical or digital) we provide to you, under orders;

order means an order placed though the website describing the specific goods to be provided by us to you;

services means any services we provide to you under orders;

terms means these terms, consisting of these online store terms; and any other relevant specific terms, policies, disclaimers, rules and notices agreed between the parties, (including any that may be applicable to a specific section or module of this website or any specific goods);

we, us, or our refers to ${website_owner} trading as ${entity}, the owner of the website. It includes our officers, agents, employees, owners, co-branders and associates where these terms limit or exclude our liability.

you or your means an authorised user visiting the site and entering into orders

 

3. Orders

3.1 Invitation to do business. The marketing of the goods by us is merely an invitation to do business or for you to place an order to procure goods. The parties only conclude a valid and binding order when you place the order. [Customer Bias]

3.2 Fees. Despite our best efforts, the stated fees may be incorrect. We will confirm the fees for any goods when we accept your offer.

3.3 Third party terms. If a third party delivers any goods directly to you, third party terms or conditions may apply. You are solely responsible to ensure they understand and agree to those terms.

3.4 Time and place. The parties conclude any agreement between ourselves at the time when our duly authorised representative accepts the relevant offer and at the place where you have your head office. We do not need to communicate the acceptance of the offer to you.

3.5 Orders. The terms in effect at the time you place an order will govern the order. Each order will create a separate agreement.

3.6 Stock availability. We may not always have the goods on which you make offers in stock. You may cancel the offer or make another offer on the part of the goods that are in stock.

 

4. Goods

4.1 Sale. We sell to you who purchases the goods on the terms of the agreement.

4.2 Countries. You may only make offers for goods for delivery to the countries specified by us. If your shipping or billing address is not amongst those specified, you must not make an offer.  We are only able to sell into the countries specified, and we are only able to ship to those countries.

4.3 Freight and packaging. Unless otherwise agreed in an order the goods will be supplied on the following basis:

  • We will pack the goods in accordance with our packaging specifications for the goods;
  • In the absence of any packing specifications, we will package the goods suitably to ensure that damage in transit does not occur due to incorrect packaging;
  • Unless otherwise agreed in writing, you will select the specific mode of freight of the goods; and
  • The freight costs will be for your account.

4.4 Time until dispatch. Once we receive an offer, we will endeavour to dispatch the goods as soon as reasonably practicable (which may be longer than 30 calendar days) to the address specified in the offer. We will try to adhere to the estimated delivery dates but accepts no liability for failing to do so. You may not withdraw any offer due to a delay in delivery.

4.5 Risk and ownership. All risk of loss or damage to the goods will pass to you upon physical delivery of the goods to your delivery address. Ownership in the goods will only pass to you upon full payment of the fees.

4.6 Warranty. The goods will be subject to any warranty indicated in the description of the goods appearing on the accompanying documentation, packaging, or EULA. Please review those documents carefully. You will have the same rights against us as we have against the supplier regards defects in the goods, the intention being that our liability to you will be co-extensive with the right of recourse we have against the supplier. We will provide a copy of any warranty on request. To the extent legally possible, we assign to you the benefit of any supplier warranties that a supplier may give to us regards the goods. You may not waive any of our common law rights as against the supplier.

4.7 Sales representatives. None of our sales representatives have the authority to bind us and no representation, warranty or any other statements made or given by any of our sales representatives will be binding on us, unless given in writing and signed by our duly authorised representative.

4.8 Software. Please note that intellectual property laws protect all software. Software is licensed, not sold, to you. Unless agreed otherwise, the license for any software is contained in the EULA. You will be required to agree to the EULA prior to use of the software. The applicable EULA, which takes precedence, governs the use of the software. If you do not agree to the EULA, you must return the software in accordance with our return policy for a refund of the fees. If you use the software (or take any other action that is described in the packaging or software as constituting your consent to the EULA), then you agree to the EULA and may not be eligible for a refund or return of the software, unless otherwise allowed in the documentation accompanying the software or applicable law.

4.9 Resale and exports. If you wish to resell or export any goods, you must obtain all required consents or licences under all applicable laws and regulations, including the Export Administration Regulations of the United States of America that may affect or regulate such resale or export.

 

5. Fees and payment

5.1 Due dates. You will be liable for and pay the fees and any additional fees promptly on the due date, without any deduction, set off or demand and free of exchange in the currency specified in the order.

 

6. Registration

6.1 Registration required. You must register to purchase goods through the website. We reserve the right not to enter into the agreement with you (reasons could include for example that you have previously been suspended from using our website or you pose an unacceptable level of risk for us).

6.2 Registration information. You must:

  • provide your full legal name, a valid email address, and any other information requested by us to complete the registration process;
  • have the legal capacity to conclude legally binding contracts;
  • possess the legal right, full power, and authority to enter into the agreement;
  • be old enough under applicable law to enter into the agreement;
  • submit true, accurate and correct information to us;
  • the person making application on your behalf must also be duly authorised to conclude contracts on your behalf, if you are juristic person.

6.3 Identity verification. It is important for us to know who we are doing business with online. You authorise us to make any enquiries we consider necessary to verify your identity. This includes:

  • us conducting a credit check; or
  • you providing us with documentation such as your registration documents if you are a juristic person, or the front page of your ID book or proof of your address; and
  • us verifying this against third party databases.

 

7. Accounts and Security

7.1 Credentials. When registering, you will be required to select your credentials which will enable you to sign into your account on our website. Only you may use your credentials.

7.2 Choice of password. You must choose a password. It must be at least 10 characters in length. It should be difficult to guess. For example, don’t use words found in a dictionary, derivatives of your user ID and common character sequences such as “123456”. Also don’t use personal details such as your spouse’s name, car registration number, ID number, passport number and birthday, unless accompanied by additional unrelated characters. The password you choose should also not be any part of speech including, proper names, geographical locations, common acronyms, and slang.

7.3 Access. Only authorised users may access the website by using their credentials.

7.4 Authorised user obligations. Each authorised user agrees:

  • to keep their credentials secure;
  • not to disclose their credentials to any other person;
  • not to provide access to any person;
  • to secure all data under their control;
  • not to interfere with the functionality or proper working of the website;
  • not to introduce any viruses, worm, logic bomb, trojan, wares, potentially unwanted program (PUP) or other malicious software into the website; and

7.5 Each authorised user is responsible and liable for activities that occur under their account. You authorise us to act on any instruction given by an authorised user, even if it transpires that someone else has defrauded both of us, unless you have notified us in writing prior to you acting on a fraudulent instruction. We are not liable for any loss or damage suffered by you attributable to an authorised user’s failure to maintain the confidentiality of their credentials.

7.6 Payments. Our security obligations relating to any payment systems we might use are dealt with in our security policy, the terms of which are incorporated here.

7.7 Monitoring security. We reserve the right to take whatever action we deem necessary to preserve the security and reliable operation of our systems and you undertake that you will not do or permit anything to be done which will compromise our security. If:

  • we are unable to verify any information you provide to us; or
  • we reasonably believe that your activities pose a significant credit or fraud risk to us or our other customers, or may cause financial loss or legal liability for us, our other customers, or you

then we shall be entitled to suspend or terminate your use of the website.

7.8 Deactivation or deletion. You may deactivate or delete your account, for any reason.

 

8. Changes

8.1 Changes to the Terms. We may change the terms at any time and where this affects your rights and obligations, we will notify you of any changes by placing a notice in a prominent place on the website or by email.  If you do not agree with the change you must stop using the services.  If you continue to use the services following notification of a change to the terms, the changed terms will apply to you and you will be deemed to have accepted such terms.

8.2 Acceptance of changes. If you do not agree with the changes, you must stop using the website. If you continue to use the website following notification of a change, the changed terms will apply to you and you will be deemed to have accepted them.

1. Limitation of liability

8.3 Direct damages limited. To the extent permitted by applicable law, regardless of the form (whether in contract, delict or any other legal theory) in which any legal action may be brought, each party’s maximum liability for direct damages for anything giving rise to any legal action will be an amount equal to the total fees already paid (or due and payable) by you to us in respect of this Agreement for the period 12 months preceding the claim.  The aggregate amounts for all claims will not be greater than the maximum amount.

8.4 Indirect damages excluded. To the extent permitted by applicable law, in no event will a party be liable for any indirect, incidental, special or consequential damages or losses (whether foreseeable or unforeseeable) of any kind (including loss of profits, loss of goodwill, damages relating to lost or damaged data or software, loss of use, damages relating to downtime or costs of substitute products) arising from this Agreement. [Neutral Bias]

8.5 Liability. Without limiting liability, neither party will be liable to the other for any loss that it may suffer as a result of theft, fraud, or other criminal act by a party or its personnel.

2. Breach and termination

If a party:

  • does not fix any breach of this agreement (failure to comply with it) within seven days of receiving written notice from the other party to do so;
  • breaches this agreement materially twice or more in any six month period;
  • is insolvent (bankrupt), or has some legal disability, for example, if they are placed under administration;
  • takes steps to deregister itself (close down) or is deregistered;
  • makes any settlement or arrangement with its creditors;
  • fails to pay a court order against it (does not satisfy a writ of execution) for more than one million rand, within 21 days;

then the other party may, without prejudice to any of its rights:

  • claim specific performance of this agreement (make the party comply with this agreement); or
  • immediately cancel this agreement in writing; and
  • claim damages from the other party, including any claim for any fees already due.

3. Disclaimer of warranties

8.6 Disclaimer. You use our services at your sole responsibility and risk.  We provide the services on an “as is” and “as available” basis.  Except for the warranties given in this agreement and to the extent allowed by law, we expressly disclaim all representations, warranties, or conditions of any kind, whether express or implied, including:

any implied warranties or conditions of satisfactory quality, no latent defects, merchantability, fitness for a particular purpose, accuracy, system integration, quiet enjoyment, title, and non-infringement; or

that the services will meet your requirements or be uninterrupted, legally effective or complete, timely, secure or error-free.

4 Notices and domicile

8.7 Notices. The parties will send all notices, authorisations, disclosures, acknowledgements, or requests by hand delivery, prepaid registered post, fax, or email to an address or number given in the specific terms.

8.8 Service (delivery) address for legal documents. Each party chooses its street addresses and numbers as its domicilium citandi et executandi (its address for the service of any document used in legal action) for this agreement.

8.9 Change of addresses or numbers. Each party may change the addresses or numbers in the specific terms to any other addresses or numbers in South Africa by writing to the other party 14 days before the change.

8.10 Deemed delivery. Notice will be considered to be delivered on the date shown on any hand-delivered, prepaid registered post, courier, fax or email confirmation of delivery.

8.11 Notice actually received. If a party actually receives any notice or other communication, this will be good enough.

5. Force Majeure

8.12 Parties not liable. No party will be responsible for any breach of this agreement caused by circumstances beyond its control, including flood, fire, earthquake, war, tempest, hurricane, industrial action, government restrictions, or acts of God.

8.13 Right to cancel. If a party cannot fulfil a material (significant) part of its responsibilities under this agreement for more than 60 days because of force majeure, the other party may cancel this agreement by written notice.

6. Assignment and subcontracting

8.14 No assignment. No party may delegate its duties under this agreement or assign its rights under this agreement, in whole or in part.  We may assign this agreement to any successor or purchaser of its business or some of its assets.

8.15 Exception. Despite this clause, we may cede and assign all rights and obligations under this agreement to a related person without your prior written consent, provided that we notify you within a reasonable time of the event occurring. [ Possible problem under CPA, because you are not allowed to cede or assign where it would prejudice the consumer. But, this is drafted broadly enough to be fair. It is restricted to persons who buy the business which is not prejudicial to the consumer.]

8.16 Our third party contractors. We may sub-contract or delegate our obligations under this agreement to third party contractors.  We will remain liable for performance of the third party contractors.  No one may require us to disclose the terms (including payment terms) of any sub-contract entered into with respect to our obligations under this agreement.

7. General

8.17 Electronic communications. To the fullest extent permitted by law, you consent to receiving all notices and other communications from us electronically. Electronic communications may be posted on our website or sent to the email address we have on record for you. Please print a copy of each communication and retain it for your records.

8.18 Entire agreement. The agreement is the entire agreement between the parties on the subject.

8.19 Waiver (giving up of rights). Any favour we may allow you will not affect or substitute any of our rights against you.

8.20 Severability. If any term is void (invalid), unenforceable, or illegal, the term may be severed (removed) from and will not affect the rest of this agreement if it does not change its purpose.

8.21 Governing Law. South African law governs this agreement.

8.22 Jurisdiction. Customer consents to the jurisdiction of the Magistrate’s Court in respect of any action or proceedings that Vendor may bring against Customer in connection with this Agreement, even if the action or proceedings would otherwise be beyond its jurisdiction without prejudice to Vendors right to institute any action in any other court having jurisdiction.

8.23 Non-exclusivity. We may provide any goods or services to any other person or entity.

8.24 Costs. Each party is responsible for its own costs of drafting and negotiating this agreement.

8.25 Countries. You may only make offers for goods for delivery to the countries specified by us. If your shipping or billing address is not amongst those specified, you must not make an offer.  We are only able to sell into the countries specified, and we are only able to ship to those countries.