Whiplash Design Studio

STANDARD TERMS & CONDITIONS OF SALE

 

The items described in this document are hereby offered for sale at prices to be established by Whiplash Design Studio. This offer and its acceptance by any customer (“Buyer”) shall be governed by all of the following Terms and Conditions. Buyer’s order for any item, when communicated to Whiplash Design Studio (“Seller”) verbally or in writing, shall constitute acceptance of our offer.

 

Terms and conditions of Sale: All descriptions, quotations, proposals, offers, acknowledgements, acceptances and sales of Seller’s products are subject to and shall be governed exclusively by the terms and conditions stated herein. Buyer’s acceptance of any offer by Seller to sell is limited to these terms and conditions. Any terms or conditions in addition to, or inconsistent with those stated herein, proposed by Buyer in any acceptance of an offer by Seller are hereby objected to. No such additional different or inconsistent terms and conditions shall become part of the contract between Buyer and Seller unless expressly accepted in writing by Seller. Seller’s acceptance of any offer to purchase by Buyer is expressly conditional upon Buyer’s assent to all the terms and conditions stated herein, including any terms in addition to. Acceptance of Seller’s products shall in all events constitute such assent.

 

Payment: “Payment shall be made by Buyer 60% on acceptance from the date of the Invoice for the items purchased hereunder. Balance 40% will be due on completion. However, if the contract duration should run longer than 2 weeks, an additional payment of 20% will be required once the goods have arrived on site. Contracts with a duration of 1 month or longer will be subject to progress payments estimated.

 

Warranty: Seller warrants that the items sold hereunder shall be free from defects in material or workmanship at the time of delivery. This warranty comprises the sole and entire warranty pertaining to items provided hereunder. seller makes no other warranty, guarantee or representation of any kind whatsoever. all other warranties, including but not limited to, merchantability and fitness for purpose, whether express, implied, or arising by operating of law, trade usage, or course of dealing are hereby disclaimed.

Notwithstanding the foregoing, there are no warranties whatsoever on items built or acquired wholly or partially, to buyer’s designs or specifications.

 

Limitation of Remedy: Seller’s liability arising from or in any way connected with the items sold on this contract shall be limited exclusively to repair or replacement of the items sold or refund of the purchase price paid by buyer, at the Seller’s sole option. In no event shall the Seller be liable for any incidental, consequential or special damages of any kind or nature whatsoever, including but not limited to lost profits arising from or in any way connected with this agreement or items sold hereunder, whether alleged to arise from breach of contract, express or implied warranty, or in tort, including without limitation, negligence, failure to warn or strict liability.

 

Changes, Reschedules and Cancellations: Buyer may request to modify the designs or specifications for the items sold hereunder as well as the quantities and delivery dates thereof, or may request to cancel all or part of this order, however, no such requested modification or cancellation shall become part of the contract between Buyer and Seller unless accepted by Seller in a written amendment to this Agreement. Acceptance of any such requested modification or cancellation shall be at Seller’s discretion, and shall be upon such terms and condition as Seller may require.

 

Seller’s Property: Any goods supplied or delivered to site shall remain the property of the Seller until fully paid for

 

Taxes: Unless otherwise indicated on the face hereof, all prices and charges are exclusive of value added tax. hereunder, whether so mentioned on the offer/quotation/verbal quote or not. If any such taxes must be paid by Seller or if Seller is liable for the collection of such tax, the amount thereof shall be in addition to the amounts for the items sold. Buyer agrees to pay all such taxes or to reimburse Seller therefore upon receipt of its invoice. If Buyer claims exemption from any sales, use or other tax imposed by any taxing authority, Buyer shall save Seller harmless from and against any such tax, together with any interest or penalties thereon which may be assessed if the items are held to be taxable.

 

Indemnity for Infringement of Intellectual Property Rights: Seller shall have no liability for infringement of any patents, trademarks, copyrights, trade dress, trade secrets, or similar rights when re-designing, printing signage on the buyers behalf.

 

Force Majeure: Seller does not assume the risk of and shall not be liable for delay or failure to perform any of Seller’s obligations by reason of circumstances beyond the reasonable control of Seller (hereinafter “Events of Force Majeure”). Event of force Majeure shall include without limitation, accidents, acts of God, strikes or labour disputes, acts, laws, rules or regulations of any government agency, fires, floods, delays or failures in delivery of carriers or suppliers, delays or poor planning by Buyer which cause hindrance to Seller to continue to deliver according to this contract, shortages of materials and any other cause beyond Seller’s control.

 

Intellectual Property: All information provided by Whiplash Design Studio in proposals and correspondence and discussions leading to this proposal, as well as hereafter, remain confidential. The recipient or any officer of the recipient of this quotation, or any subsequent proposal, may not disclose any details contained in this proposal or use any disclosed information contained herein without the prior written consent of Whiplash Design Studio .

All documentation, records, drawings, reports, designs, and memoranda of any nature discussed or used to compile this proposal or hereafter, should be considered confidential. No copies may be made and or distributed of any documentation without the prior written consent of Whiplash Design Studio .

 

Entire Agreement/governing Law: The terms and conditions set forth herein, together with any amendments, modifications and any different terms or conditions expressly accepted by Seller in writing, shall constitute the entire Agreement concerning the items sold, and there are no verbal or other representations or agreements which pertain thereto. This Agreement shall be governed in all respects by the law of S.A. No actions arising out of the sale of the items sold hereunder or this Agreement may be brought by either party more than twelve (12) months after the cause of action accrues.

 

Confirmation of these Terms and Conditions as set out herein, known as Issue 01 dated 30 January 2009, is lodged with the Accounting Officer of the Seller.