1 The customer/client (hereinafter referred to as the customer) irrevocably acknowledges and agrees that:
1.1 the parties to this contract are
1.1.1 the customer and
1.1.2 ISAI, represented by a duly authorised representative;
1.1.3 all the services rendered and/or goods supplied and/or work done (hereinafter collectively referred to as the work) by the company (hereinafter referred to as ISAI) have been rendered and/or supplied and/or done in terms of these standard terms and conditions of contract;
1.1.4 a copy hereof has been given to the customer and that it agrees to and is familiar with all the terms and conditions thereof;
1.1.4 These terms and conditions will also apply to and govern all future contracts and contractual relationships, of whatsoever nature and kind, between the customer and ISAI;
1.1.5 unless any suspensive or dissolutive condition(s), intended by the parties to apply to the contract governed by these terms and conditions, is committed to writing and signed by the parties, such suspensive and/or dissolutive condition(s) shall have no force or effect and shall not be binding on the parties;
1.1.6 this contract contains the entire agreement between the parties and no alterations or amendments, or additions or subtractions, to or from these standard conditions of contract, especially those stipulated unilaterally by the customer and which may conflict herewith, shall be valid or of any force or effect unless committed to writing and signed by the parties hereto;
1.1.7 These terms and conditions supersede all previous contracts or agreements and/or terms and conditions held by ISAI and specifically apply to all employees, servants and subcontractors of ISAI.
2 This contract only becomes valid and binding on the receipt by ISAI of an order/confirmation from the customer.
3 Except for those contained in this contract, no representations made by ISAI in regard to the work or any of its qualities prior to the conclusion of this contract shall be valid or of any force or effect unless committed to writing and signed by ISAI;
3.1 all specifications, price lists, performance figures, advertisements, brochures and other technical data furnished or published by ISAI in respect of the work, whether orally or in writing will not form part of this contract unless specifically agreed to in writing by ISAI.
4 Since the design and specification of the work is based on information supplied solely by the customer, it is the sole and absolute responsibility of the customer to determine whether the work is fit for the purpose for which it is purchased and sold, and ISAI gives no warranties or guarantees in this regard.
5 The customer acknowledges that time is of the essence in regard to the design, ordering and manufacturing or supply or sale of the work and irrevocably agrees to pay all costs resulting from acts or omissions caused by it, including but not limited to, suspension of work, modification of requirements and relevant specifications, the failure to give instructions, data or specifications to enable the work to proceed as scheduled, or postponements of the work caused by contractors or third parties employed by the customer for whatever purpose, or a requirement that the work be completed earlier than agreed.
6 Should work ordered by the customer be superseded, replaced or its manufacture terminated, ISAI reserves the right to negotiate the provision of alternative work at prices prevailing at the time.
7 All written quotations given by ISAI shall remain valid for a period of 30 days or until the issue of a new price list by isai or the fixing of new prices by the suppliers of isai, whichever occurs first, but the said period of 30 days may be increased by ISAI in its sole and absolute discretion.
8 All quotations are subject to the correction of errors made by ISAI in good faith and are also subject to increases made necessary by fluctuations of foreign currencies occurring before acceptance of the order by ISAI.
Where a price increase is required by a supplier of isai after the acceptance of a quotation, and such increase exceeds the quoted price by not less than 20%, the customer shall have the right to re-negotiate the price or to resile from the sale.
9 If the customer disputes the quantum of any increase in price made in terms of paragraph 8 above, then such dispute shall, in its sole and absolute discretion, be referred by ISAI to an independent Chartered Accountant whose decision shall be final and binding on the parties.
10 The customer hereby certifies and confirms that the work reflected on the tax invoice issued in respect thereof duly and correctly certifies the work ordered by the customer at the prices agreed to by the customer and where delivery or performance has already taken place. The customer agrees that the work will be deemed to have been inspected by the customer and that it is satisfied that the work conforms in all respects to the quality and quantity ordered and that it is free of all defects after the expiry of a period of seven delivery (7) days after delivery of the relevant work to the customer.
11 ISAI shall be entitled to invoice each delivery /performance separately.
12 Any delivery note or waybill, whether a copy or an original, signed by the customer or an employee of the customer, or by a third party engaged to transport the work, and held by ISAI, shall be conclusive proof that the work was delivered to the customer.
13 The risk of damage to, destruction of or theft of the work shall pass to the customer when the work leaves the premises of ISAI and the customer undertakes to comprehensively insure the work until it is paid for in full. Where there is a loss, howsoever arising, of the work which is not covered by the Customer’s insurance, and if, in its sole and absolute discretion, and without prejudice to its rights set out in this clause thirteen (13), ISAI claims for compensation in terms of its own insurance, ISAI shall be entitled to recover all excess paid and a sum equivalent to the relevant premiums from the customer.
14 The customer and isai hereby irrevocably acknowledge and agree that performance times quoted by ISAI are made in good faith and that isai will to the best of its ability adhere to such times but gives no guarantees or warranties in regard thereto. Delivery of the work will be completed when it is loaded on to vehicles of the Customer, or procured by the Customer, at ISAI’S premises as agreed and provided for in the Service Level Agreement concluded by the parties and to which these standard terms and conditions contract are attached and therefore ISAI gives no warranties or guarantees in regard to delivery and all material times delivery shall remain the sole and absolute responsibility of the Customer, unless otherwise agreed in writing and signed by the customer and isai.
15 In its sole and absolute discretion ISAI may agree to engage a third party to transport the work on behalf of the customer if requested by the Customer to do so, and such engagement shall be on terms and conditions as ISAI may agree and the customer hereby irrevocably indemnifies ISAI against all claims, howsoever caused, arising out of such engagement.
16 The customer hereby acknowledges that copyright, patents and registered trademarks attach to the work and undertakes not to infringe such copyright, patents and trademarks and hereby irrevocably indemnifies ISAI against all loss or damage that may be caused as the result of the breach of this clause.
isai records and the customer irrevocably accepts that isai will only deal with, or provide services on equipment owned by the customer where the hardware and software thereof is properly and legally owned and / or correctly licensed to and used by the customer.
17 Subject to the Customer complying at all material times with the conditions set out in the whole of this clause and these standard terms and conditions, ISAI guarantees the work against defective workmanship and/or materials for the period recommended by the manufacturer of the products which constitute the work, from date of purchase from the supplier by isai of the equipment and/or software which constitutes the work.
18 ISAI’S liability under clause 17 above shall be limited to the cost of repair or replacement of the defective work and/or materials in its sole and absolute discretion and as authorised by the manufacturer. All costs arising out of the collection and/or delivery from and to the customer and to and from the supplier, where necessary shall be borne in full by the customer and shall be payable within seven (7) days from date of receipt by the customer of an invoice therefore.
19 No claim in respect of any guarantee or warranty given by isai or its supplier(s) in terms of these standard terms and conditions shall arise and/or be valid unless the Customer has, within 14 days of the discovery of the alleged defective workmanship or materials, given
19.1 ISAI written notice of the defects including a substantive description thereof and samples of the defective work, together with a copy of the relevant tax invoice,
19.2 And called upon ISAI to remedy the defective work within thirty (30) of receipt of the said written notice.
20 The Customer shall return any defective work to ISAI in suitable packaging and at its own cost but if ISAI is satisfied that the work is defective, it may, in its sole and absolute discretion, reimburse the Customer for the cost of returning the defective work at the most reasonably economical cost prevailing at the time, and as provided for herein.
21 ISAI shall not be liable for any damage to the work arising out of misuse, or abuse, or neglect or incorrect or unsafe storage of the work where it can be damaged by impact, heat, cold, dust, electrical fluctuations or surges and the like;
21.1 in no circumstances whatever shall ISAI be liable for any consequential damages, including but not necessarily limited to loss of profit or any other delictual liability of whatsoever kind, and the Customer hereby irrevocably indemnifies ISAI against all claims of whatsoever nature and kind and howsoever arising which it may be called upon to meet.
22 It is agreed by the customer that all invoices from ISAI are payable in full upon receipt thereof; further, in the sole and absolute decision of ISAI, all sums owing by the customer to ISAI not paid on receipt of invoice will bare interest at the rate of 2% above the rate prescribed by Nedbank per month from date of default to date of payment in full plus all costs associated with the default and actions taken by us to recover funds, including cost of phone calls, letters and legal demands at the sole discretion of isai; and all payments shall be credited first to interest and thereafter to capital.
23 No alteration, or amendment, addition or subtraction hereto or herefrom, or any consensual cancellation, shall be of any force or effect unless reduced to writing and signed by all the parties to this agreement or their duly authorised representatives.
24 This agreement contains the entire agreement between the parties and no party shall be bound by any undertakings, representations, warranties, promises or the like, not recorded herein, unless otherwise agreed in writing and signed by the customer and a director of isai.
25 The customer also acknowledges and accepts the Terms & Conditions provided by SAIX (South African Internet Exchange), Internet Solutions and other ISP (Internet Service Provider) regulatory authorities and acts. These can be viewed at www.isai.co.za/legal.html
26 No indulgence, leniency or extension of time which any party may grant or show to any other party, shall in any way prejudice such party or preclude such party from exercising any of his rights in the future.
27 The Customer acknowledges that it has read and understood these standard terms and conditions of contract and that it agrees and undertakes to be bound by them in respect of all previous, current and future transactions that is has entered into, or which it may enter into, with ISAI .
