GENERAL CONDITIONS OF SALE (ORDERING) In the interpretation of these General Conditions the following words and expressions shall have the following meaning unless the context otherwise requires: “Agreement” means these General Conditions together with the Order “Nxatel” means Nqaluv Trading Enterprise CC, registration number 2008/086692/23 “Day” means a calendar Day “Order” means the order for Product placed by the Customer “Products” means the product specified on the Order Form “VAT” means value added tax as levied in terms of the Value Added Tax Act, 1991 “Working Hours” means the hours between 08H00 and 17H00 on business days which exclude Saturday, Sunday and South African public holidays 1. APPLICABILITY OF GENRAL CONDITIONS 1.1. These Conditions supersede all prior negotiations, representations and/or agreements, and all other terms express or implied whether by law or custom or otherwise including usage of trade; and no other conditions nor any agreements hereof or warranty or guarantee whether purporting to have been given by any representative, employee or agent of Nxatel or otherwise shall be binding on Nxatel unless specifically accepted by a director of Nxatel its duly authorised representative in writing. 1.2. No variation of these General Conditions and no contrary stipulation by the Customer shall be valid unless specifically accepted by a director of Nxatel in writing or its duly authorised representative and then only to the extent of such acceptance. In the event of any conflict between any condition purporting to have been introduced by the Customer or contained in a quotation or Order whether before or after these General Conditions have been conveyed to the Customer and which have not been so accepted, the provisions of these General Conditions shall prevail. 2. 2.1. 2.2. 2.3.
ACCEPTANCE OF ORDER Orders received will be processed in accordance with Nxatel normal business practice. Any Order placed with Nxatel shall be accepted once Nxatel has signed the Order or given confirming receipt of the Customer’s Order. If the Order was not signed or no confirmation accepting the Order was given by Nxatel, no contract binding upon Nxatel shall be deemed to have been established.
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PRICE Prices for the Products are those that apply at the date of the Order. Nxatel reserves the right to revise the price at any time. Prices are exclusive of VAT, excise duty and delivering surcharges (not applicable to collect orders). All prices quoted include delivery to designated address stipulated on the Order. Exchange Rate: A number of the exchanges are imported. The Customer accepts liability for any increase in exchange rates between the quoted Rate of Exchange and the prevailing rate at date of Delivery of the customer order to site if requested a forward cover contract can be facilitated to peg pricing.
4. DELIVERY PARTIAL DELIVERY/DELAYS /SUSPENSION OF DELIVERY 4.1. Nxatel shall endeavour to deliver the Products within 6-8 weeks from the date of the Order in the event of a cash sale or in the case where the Customer intends obtaining for the Product, 6-8 weeks from the date that the Customer obtains financial approval. 4.2. Delivery shall be deemed to be effected upon physical delivery of the goods to the customer at the designated address stipulated on the Order and upon signature by the customer or his representative on Nxatel Delivery Note/or finance house note accepting delivery of the Products. 4.3. Nxatel shall have the right to make partial delivery at its discretion and failure by Nxatel to make partial delivery or any delivery timorously shall not entitle the Customer to reject the balance of the Order not withhold payment. 4.4. Delivery is based on the availability of stock of the Products and is subject always to the Customer carrying out his obligations and that all the necessary information to carry out the Order has been received from the Customer. The Customer shall not be entitled to terminate or cancel an Order or Agreement because of any such delay in delivery or non- delivery. 4.5. Nxatel will not be liable for any loss or damage arising from non-delivery or delay in delivery for whatever reason and whether in respect of the whole or part of the Product. 4.6. If the Customer cannot accept or should the Customer request Nxatel to suspend or delay delivery of the Products on the delivery date specified on the Order, Nxatel reserves the right to claim any additional costs involved from the Customer. 5. DEFECTS 5.1. The Customer must on delivery satisfy itself as to the Products, and will be deemed to be satisfied and have received the Products in good order, unless the Customer informs Nxatel within 24 hours of any defects in the Products. If the Customer does not inform Nxatel of any defects within 24 hours of delivery, the Products shall be deemed to be free of any defects. 5.2. If any of the Products are defective in manufacture Nxatel’s total liability howsoever arising in respect of any such defect shall be limited to the replacement of the defective Products or crediting the Customer with the price of the defective products. The remedy shall be in Nxatel sole discretion. 6. 6.1. 6.2. 6.3. 6.4.
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INSTALLATION AND CONNECTIVITY OF THE PRODUCTS Nxatel shall endeavour to install the Products within 1-2 weeks after delivery of Products, depending on the type of Product to be installed. The Customer acknowledges and agrees that the installation of the Products require replacement of his current telephone system. Installation is included in the price of the Order, if such installation takes place without interruption and during Working Hours. Any delays or lost time occasioned by unreasonable interruption will be for the Customer’s account. In accordance with the ruling regulations of Telkom or any authorised fixed line provider, Nxatel undertakes to install the quoted PBX and related equipment. Authorisation to undertake the installation is subject to approval of TELKOM OR ANY AUTHORISED FIXED LINE PROVIDER and suitable site accommodation requirements. Nxatel cannot be held responsible should TELKOM OR ANY AUTHORISED FIXED LINE PROVIDER be unable to supply any of their services. TELKOM OR ANY AUTHORISED FIXED LINE PROVIDER will charge a connection fee for the Product. This fee is normally a fixed cost per exchange line and will be reflected on the Customers monthly telephone account. During connection of the Products, the Customer may experience a short interruption of service. Nxatel will advise you in advance of the date and time of this operation. Where “special connection” times (i.e. outside of Working Hours) are requested, Nxatel and the TELKOM OR ANY AUTHORISED FIXED LINE PROVIDER will endeavour to accommodate these but cannot guarantee their availability. Prior to installation, the Customer must ensure the following requirements have been met and the information provided to Nxatel * A list of extension users by department and extension number. *Level of barring or class of service for all extensions. * PABX and cable distribution frame location. A dedicated 15 AMP 220V clean supply (or UPS) from the electrical mains to within three meters of the designated or requested PABX Location. There should be at least 1 X 15 AMP 220V spare outlet for peripheral equipment if required within 3 meters. A binding (not electrical) earth of 2 Ohms or better, terminal in the PABX room… * Layout of extensions in a plan format . The price, unless quoted as a for standard reticulation includes a cabling allowance of 30 meters of indoor PVC cable from the PABX to each of the attendant consoles, extension points and peripheral equipment. Should the actual cable exceed this distance, an additional amount may be charged. Should there be any queries with regards with an area of the installation, these should be discussed with the appointed Nxatel project manager/ representative before installation of the Product.
7. TRAINING 7.1. Nxatel will train 4 personnel without additional cost. The date and times for the training will be agreed upon with the Customer. 7.2. Additional training will be charged at R350, 00 per hour. 8. MAINTENANCE/WARRANTY 8.1. Maintenance of the Product will be undertaken by Nxatel and or its duly appointed agents/subcontractors in accordance with provisions of the Continuous Service Agreement (CSA). Upon acceptance of the Order and upon installation of the Product, the Customer will sign the CSA. 8.2. The Products are warranted for a period of 12 months from date of delivery against any defect attributable to faulty workmanship or material, when used correctly under recommended operating conditions and for the application for which it is intended. Nxatel is and will not be responsible for TELKOM OR ANY AUTHORISED FIXED LINE PROVIDER exchange line defects or wilful damage and neglect. Nxatel gives no additional warranties in respect of the Product. 9. PAYMENTS 9.1. When purchasing the Product on a cash basis 65% of is required on delivery of the Products and the balance, being 35%, on the installation of the PABX. Any TELKOM OR ANY AUTHORISED FIXED LINE PROVIDER delays will not affect the of any monies due by the Customer in terms of this Agreement. Any additional equipment or labour will be charged separately. All payments shall be made to Nxatel into Nxatel bank account specified on the invoice. 9.2. Should the Customer fail to make to timeous payment of any amount due and payable under the Agreement, then the Customer shall pay interest thereon at 2.5% per annum above the publicly quoted prime lending rate as charged by Ned bank Limited. 10. CANCELLATIONS AND TRIAL PERIODS OF ORDERS 10.1. If the customer cancels an Order for any reason or if Nxatel cancels an Order as a result of the breach of the Customer: 10.1.1. Prior to installation of the Products (notwithstanding the date of the acceptance of the Order by Nxatel), Nxatel shall be entitled to and the Customer will be liable to pay Nxatel 25% of the value of the Order, as pre-estimated and liquidated damages, as it appears on the Order or the Invoice. 10.1.2. Within 7 days after the installation of the Products, Nxatel shall be entitled to and the Customer will be liable to pay Nxatel 50% of the value of the Order, as pre-estimated and liquidated damages, as it appears on the Order or the Invoice as well as the costs for the installation and de-installation of the Products; 10.1.3. After 7 days after the installation of the Products, Nxatel shall be entitled to and the Customer will be liable to pay Nxatel 75% of the value of the Order, as pre-estimated and liquidated damages, as it appears on the Order or the Invoice as well as the costs for the installation and de-installation of the Products; 10.1.4. All cancellations must be in writing faxed to: 086 550 5760 or accounts@nqaluv.co.za 10.1.5. Trial period will be valid for 7 (seven) working days only, and if extra days are given must be approved by management in writing. 10.1.6. During the trial period, All equipment installed stays the property of Nxatel. 10.1.7. During the trial period, client will pay all installation cost and fees, 10.1.8. During the trial period, the client will pay the rental on equipment for trial period and all minutes used for VoIP services during the trial period. 11. GENERAL 11.1. The Agreement constitutes the entire agreement between the parties relating to the matters dealt with herein and, save to the extent otherwise provided herein, no undertaking, representation, term or condition relating to the subject matter not incorporated in these General Conditions or the Order, shall be binding on any of the parties. No amendment or variation or consensual cancellation shall be of any force and effect unless reduced to writing and signed by both the Customer and Nxatel. 11.2. Nxatel may from time to time alter these General Conditions in such manner as it determine in its sole discretion. 11.3. The Customer warrants that all information given to Nxatel is true and correct, and that the signatory of all Orders and delivery notes on the customer’s behalf is duly authorised thereto 11.4. Nxatel may cede, assign, transfer of otherwise dispose of all our rights and obligation in terms of the Agreement to any third party at any time. Nxatel will notify the Customer in writing of such cession, assignment or transfer. 11.5. Nxatel shall not be liable/ responsible for any loss or damage (actual or consequential) however caused to the Products, property or person of the Customer or any third party. The Customer hereby indemnifies Nxatel against any Claim arising from the Products or use of the Product, which may be made by any other person against Nxatel. 11.6. The Customer hereby consents to the jurisdiction of the Magistrates Court Act No:32 of 1994 as amended, in respect of all amounts or causes of action arising out of this Agreement notwithstanding the fact that the amount would normally exceed the jurisdiction. 11.7. No waiver by Nxatel of any of the provisions of these General Conditions will be binding or effectual for any purpose unless in writing and signed by Nxatel. Any such waiver will be effective only in the specific instance and for the purpose given. Failure or delay on the part of Nxatel in exercising any right, power or privilege hereunder will not constitute or be deemed to be a waiver thereof, nor will any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power or privilege. 11.8. All provisions and the various clauses of these General Conditions are, notwithstanding the manner in which they have been grouped together or linked grammatically, severable from each other. Any provision or clause of these General Conditions which is or becomes unenforceable in any jurisdiction, whether due to voidness, invalidity, illegality, unlawfulness or for any other reason whatever, shall, in such jurisdiction only and only to the extent that it is so unenforceable, be treated as pro non scripto and the remaining provisions and clauses of the Agreement shall remain of full force or effect. 11.9. The Agreement will endure for the benefit of and be binding upon the successors in title and permitted assigns of the parties hereto or either of them.