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E T e x

STANDARD TERMS AND CONDITIONS OF TRADE

This Sale Agreement ('Agreement') is a legal agreement between you, either an individual or an entity, ('Purchaser') and the licensor, Elsabe Harding (trading as Etex) (hereinafter referred to as 'Etex') for the products and associated parts and materials (hereinafter referred to as 'The Products' sold by Etex to the Pruchaser. By utilising, displaying or otherwise using the Products, the Purchaser agrees to be bound by the terms of this Agreement.
 
1. TRANSACTION
  1.1 Subject to the terms of this Agreement and payment of all applicable amounts due ('Charges'), Etex hereby sells to the Purchaser who hereby purchases the Products. Where the Purchaser is an entity, its employees, agents and subcontractors shall be covered under this Agreement.
  1.2 Both parties hereto agree that a transaction will be null and void unless instructions, orders, invoices and such like are reduced to writing and delivered to the other party. It is agreed that email notification is acceptable but SMS or verbal communication not.
 
2. AGREEMENT
  2.1 The copyright, patents, trademarks and all other intellectual property rights in the Products and related documentation are owned by and remain the property of Etex or its suppliers as the case may be.
  2.2 Purchaser does not obtain any rights in the Products other than those expressly granted in this Agreement.
 
3. WARRANTIES AND REPRESENTATIONS
  3.1 Etex warrants and represents to Purchaser that it has the right to sell the Products to the Purchaser as set out in this Agreement
  3.2 Etex does not warrant that:
    3.2.1 the Products will be without flaw, poorly produced or not in accordance with what the Purchaser ordered. It is the Purchaser's exclusive obligation to ensure that the Products are in accordance with the order placed and of acceptable quality. Once the Products have been received by the Purchaser, it will be deemed that the Products are of acceptable quality and quantity as ordered and Etex will have no further obligation of any kind.
    3.2.2 the Products will meet Purchaser's particular requirements, whether or not those requirements have been made known to Etex.
  3.3 Where material has been delivered and cut, Etex will be under no obligation whatsoever to take the Products back, whether or not the Products were in accordance with that ordered.
 
4. LIABILITY
  4.1 Purchaser shall indemnify Etex and keep Etex fully and effectively indemnified against all costs, claims, demands, expenses and liabilities of whatsoever nature arising out of or in connection with:
    4.1.1 any breach by the Purchaser of this Agreement;
    4.1.2 a breach of copyright or other intellectual property or proprietary right;
    4.1.3 a breach of confidence by the Purchaser, his servants, agents, employees and contractors;
    4.1.4 use of Products for illegal use by Purchaser;
    4.1.5 use of Products in a manner that a third party’s rights are infringed;
  4.2 Etex shall not be liable for any of the following types of loss or damage even if Etex has been advised of the possibility of such loss or damage:
    4.2.1 indirect or consequential loss;
    4.2.2 loss of profits, revenue, contracts or anticipated savings;
    4.2.3 loss arising out of any delay or loss of time; or
    4.2.4 loss or damage arising from loss, damage or corruption of any data.
  4.3 Without prejudice to Clause 4.2, the total liability of Etex under or in connection with this Agreement whether in contract, negligence or otherwise, shall be limited to the lesser of R2 000 and the value of the invoice pertaining to the said transaction giving rise to a potential liability.
 
5. PAYMENT
  5.1 The purchase price is due and payable in instalments of 80% upon acceptance of the Purchaser's order by Etex and 20% immediately prior to delivery of the Products to the Purchaser. Where materials are to be cut, the full 100% of the purchase price is to be settled upon acceptance of the Purchaser's order by Etex
  5.2 A late payment charge at the rate of 2% per month on any overdue amount will be levied by Etex and accepted by the Purchaser.
 
6. TERMINATION

This agreement is effective on a per transaction basis with multiple instances thereof being permitted.
 
7. FORCE MAJEURE

Neither party will incur any liability to the other party on account of any loss or damage resulting from any delay or failure to perform all or any part of this Agreement if such delay or failure is caused, in whole or in part, by events, occurrences, or causes beyond their control and without negligence of the parties.
8. NO WAIVER

No delay, neglect or forbearance on the part of either party in enforcing against the other party any term or condition of this Agreement shall either be or be deemed to be a waiver or in any way prejudice any right of the party under this Agreement.
 
9. SEVERABILITY

If it is held under any enactment or rule of law that any provision of this Agreement is void or otherwise ineffective in whole or in part, then any other part and the other terms and conditions of this Agreement shall continue in full force and effect.
 
10. ALIENATION OF RIGHTS

Etex has the right to dispose, sell or in any other way alienate its rights in terms of this agreement and the Purchaser agrees that any commitment to Etex can, at the sole discretion of Etex, be transferred to any party of Etex’s choice, the result of which being that it will be as if the Purchaser had entered into this agreement with such other party in the first instance. The Purchaser has no right whatsoever to alienate or transfer its obligation in terms of this agreement to any party without Etex’s written agreement, such agreement that will not unreasonably be withheld.
 
11. PUBLICITY

Etex may, without the prior written consent of Purchaser, advertise or publicly announce that they are providing products or services to Purchaser, including but not limited to the placement of the Purchaser’s logo on Etex’s website..
 
12. ENTIRE AGREEMENT

This Agreement is the complete and exclusive statement of the agreement between the parties which supersedes all proposals or prior agreements oral or written and save as expressly set out in this Agreement all representations, conditions or warranties express or implied statutory or otherwise are excluded, to the maximum extent permitted by law.
 
13. VARIATION

A purported variation of this Agreement is not effective unless in writing signed by an authorised senior representative of both parties.
 
14. NOTICES
  14.1 Any notice or consent required or given under this agreement shall be in writing, in English, either personally delivered or sent by email, fax, or by first class airmail, and sent to the registered address of the receiving party or such other address as such party may from time to time designate by notice to the other party.
  14.2 Communications shall be deemed to have been received as follows:
    14.2.1 (if sent by post) three business days after posting;
    14.2.2 (if delivered by hand) on the day of delivery, if delivered at least two hours before the close of business hours on a business day, and otherwise on the next business day;
    14.2.3 (if sent by fax) at the time of transmission, if received at least two hours before the close of business hours on a business day, and otherwise on the next business day.
    14.2.4 (if sent by email) upon receipt of an acknowledgement email confirming the receipt of the email message, if received at least two hours before the close of business hours on a business day, and otherwise on the next business day. An automatic reply shall not be deemed as the acknowledgement of an email message, In this clause, 'business hours' means between the hours of 09.00 and 17:30 GMT+2.
 
15. THIRD PARTY RIGHTS
  15.1 The parties do not intend that any term of this Agreement shall be enforceable by any person who is not a party to this Agreement with the exception of clause 10 hereof.
 
16. LAW
  16.1 This Agreement shall be governed by and construed in accordance with South African law.
  16.1 The South African courts shall have exclusive jurisdiction to determine any disputes which may arise out of, under, or in connection with this Agreement.
 
17. ACCEPTANCE

This Agreement shall be deemed to have been concluded once and purchase order or payment has been received by Etex.
 
 
 
 
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