To be the premier value-added distributor of converged IP solutions in Southern Africa.
In these terms and conditions the “goods” means the goods as indicated on any company forms, price lists, quotations, orders or invoices.
1. Prices and Quotations
The price of the goods sold or services rendered shall be as per NOLOGY prices at the time of the order or quotation.
NOLOGY has the right to change the prices of the goods from time to time without prior notice to the CUSTOMER.
The validity of any price quoted is subject to availability.
Any quote may be changed at any time in the event of any increase in the cost price of the goods, including currency fluctuations. Price increases will only be effected if the goods have not yet been dispatched to the CUSTOMER.
All pricing is Exclusive of VAT and subject to availability of stock. NOLOGY will not be bound by manifest errors, and typographical or clerical mistakes in its documents.
Payment for goods sold and services rendered is strictly Cash on Delivery unless a credit facility has been approved by NOLOGY and in the event of a dispute regarding the amount payable, NOLOGY’s prices in terms of its standard price list prevailing at the same time of delivery, shall apply thereto and be binding.
The CUSTOMER shall have no right to withhold payment or apply any deduction or set-off against any payment due to NOLOGY for any reason whatsoever.
NOLOGY shall have the right to suspend deliveries and refuse to accept Orders if any amount due by the CUSTOMER is unpaid or the CUSTOMER’s credit limit is exceeded.
No credit given, allowance made or indulgence shown by NOLOGY in favour of the CUSTOMER will give rise to any right or entitlement to any further credit, allowance or indulgence, and no waiver of NOLOGY’s rights may be implied from any such credit, allowance or indulgence.
The CUSTOMER hereby acknowledges that should an amount not be paid on due date, or any cheque tendered as payment is dishonoured, the entire balance then outstanding shall immediately become due and payable without any further notice. The CUSTOMER shall further pay interest on all overdue amounts at a rate equal to that prescribed in terms of the Prescribed Rate of Interest Act, compounded monthly in arrears, from due date until date of payment. In addition NOLOGY shall be entitled to hand the CUSTOMER over to its attorneys for collection of the outstanding debt and report the CUSTOMER’s default to Credit Guarantee Insurance Corporation of Africa Limited (CGIC), whereby the CUSTOMER will receive notification of such action.
The CUSTOMER is responsible for any bank charges incurred by NOLOGY when cash deposit payments, forex payments, cheque or dishonoured cheque payments are paid into the NOLOGY bank account.
NOLOGY reserves the right to suspend service and repairs of goods including warranty services to the CUSTOMER if any amount due by the CUSTOMER is unpaid or overdue.
NOLOGY will only accept cash deposits and cash payments in store up to the value of R5000 inclusive of VAT.
Payment strictly to reflect in the NOLOGY bank account for all orders exceeding R5000 inclusive of VAT, before any stock will be released. Orders paid via Cheque payment method will only be released once the cheque has cleared.
Proof of payment submitted via sms/text message, copied into emails, screenshots or sent as an attachment will not be accepted as valid proof of payment.
Cash deposit Payments and Cheque Payments will be subject to a 1.5% additional charge on the value of the order (Inclusive of VAT) covered by the CUSTOMER for any deposits at the bank to cover bank charges.
Strictly no refunds will be possible for any returned stock. Credit will remain on the CUSTOMER’s account for a period of 12 months (365 days) from date of refund.
Ownership of all goods shall remain vested in NOLOGY until NOLOGY has received payment in full for the goods purchased.
Should NOLOGY incur costs in the collection of any amount due to it by the CUSTOMER, the CUSTOMER shall pay such costs on the attorney-and-CUSTOMER scale.
The CUSTOMER hereby confirms that the goods and services on the tax invoice issued duly represent the goods and services ordered by the CUSTOMER at the prices agreed to by the CUSTOMER and where performance/delivery has already taken place that the services and goods were inspected and that the CUSTOMER is satisfied that these conform in all respects to the quality and quantity ordered and are free from any defects.
NOLOGY will accept all written and verbal orders. All such orders and any variations to orders will be binding, subject to these standard terms and conditions and may not be varied or cancelled without prior written consent from NOLOGY. NOLOGY will not be responsible for any errors or misunderstandings occasioned by the CUSTOMER’s failure to make the order in writing. NOLOGY may require the CUSTOMER to confirm verbal orders in writing before acceptance of such orders by NOLOGY.
Orders shall constitute irrevocable offers to purchase the goods in question at the usual prices of NOLOGY as at the date when the CUSTOMER places the order of the goods, subject to clause 1.4 above, and shall be capable of acceptance by NOLOGY by the delivery of the goods, written acceptance or confirmation of the order.
In the event that Goods are not collected within 1 (one) week of placement of the Order, NOLOGY reserves the right to cancel the Order.
Goods may be guaranteed under the manufacturer’s product specific warranties only, and all other guarantees and warranties including common law guarantees and warranties in relation to goods and services are hereby specifically excluded by NOLOGY.
All warranties are immediately null and void in the event of any of the following: (a) failure to use the goods in accordance with the manufacturer’s instructions and specifications; (b) goods have been subjected to physical damage, abuse, misuse, alteration, neglect, tampering or improper maintenance; (c) goods have been serviced, repaired, installed by any person not qualified to do so; (d) goods are not accompanied by the original Tax Invoice; (e) seals on the goods be broken or removed by anyone other than NOLOGY or its appointed nominee.
Nology will honour all warranties strictly from the date of purchase from NOLOGY only.
Lightning and/or surge damage is not covered under the warranty unless otherwise agreed in writing from NOLOGY. This includes lightning and/or surge damage to the surge protected power supplies.
Physical and/or liquid damage is not covered under the warranty and all warranties are immediately null and void should any physical and/or liquid damage be detected.
To be valid, warranty claims must be supported by the original tax invoice and the goods must be accompanied by all accessories and power supplies.
NOLOGY specifically disclaims the implied warranty of merchantability and fitness for a particular purpose. No representation or warranty, including but not limited to statements of capacity, suitability for use or performance made by employees of NOLOGY shall be considered to be a warranty by NOLOGY. Any such statements made shall not give rise to any liability or whatsoever nature on the part of NOLOGY, its employees, subcontractors or subsidiaries. NOLOGY will not be liable to the CUSTOMER for any loss, damage or expense of any nature, whether direct, special, indirect or consequential, including but not limited to loss or profits arising out of NOLOGY’s performance or customers’ use of the goods or services rendered.
The onus remains on the CUSTOMER to return goods under/out of warranty to NOLOGY for inspection/repair/replacement. Upon notification of the inspection/repair/replacement of the unit by NOLOGY the onus lies with the CUSTOMER to collect, at their own cost, should no fault be found or the goods be out of warranty. In the event that the goods are confirmed faulty and either repaired or replaced, NOLOGY will return the replaced or repaired goods to the CUSTOMER. If there is no stock of replacement goods the CUSTOMER may request a credit.
No warranties whether express or implied shall apply, other than those provided in this contract.
Nology may at its own discretion provide replacement equipment in advance of receiving an indicated warranty claim item back from the CUSTOMER, on an advanced swop basis. Advanced swop will only be offered by prior arrangement and agreement between NOLOGY and the CUSTOMER, whereas Nology maintains the right to refuse any such services and claims. Should the warranty claim equipment be returned to Nology and no fault is found (NFF) Nology will invoice the CUSTOMER in full for the units provided.
The CUSTOMER indemnifies and holds NOLOGY (including its employees, subcontractors or subsidiaries) harmless against all claims of whatsoever nature that may be brought or threatened against NOLOGY by any third party arising from or in connection with any defect, latent or otherwise in any goods supplied and/or services rendered by NOLOGY.
Since some repairs are done by the original manufacturer abroad, the CUSTOMER hereby acknowledges and accepts that repairs may take up to 12 weeks.
NOLOGY’s liability in terms of a manufacturer’s warranty is restricted to, in NOLOGY or the manufacturer’s discretion, the cost of repair or replacement of faulty goods or services or the granting of credit.
The CUSTOMER will be informed as soon as repairs have been completed.
The CUSTOMER hereby agrees that any item returned for a repair may be sold by NOLOGY to defray the cost of such repair if the item remains uncollected for a period of 30 (thirty) days after the CUSTOMER has been informed that such repairs have been completed.
The onus falls on the CUSTOMER to return any faulty or warranty items and to collect the repaired/replaced units at their own cost.
6. Returned goods
Return of unwanted goods:
NOLOGY reserves the right to charge a handling fee of up to 15% (fifteen per cent) of the value of the returned goods in the event that a CUSTOMER cancels an order and NOLOGY accepts the return of unwanted goods. NOLOGY will only entertain such requests if made within 7 (seven) business days of delivery of the goods. The goods must be accompanied by the original tax invoice and must be in its original packaging with all accessories and manuals intact. All items must be returned in “as new” condition.
NOLOGY reserves the right to offset the value of any goods accepted for return against any amounts due by the CUSTOMER. Strictly no cash refunds will be paid.
Return of goods that did not match the order:
If the goods do not match what was ordered, the CUSTOMER is requested to notify NOLOGY as soon as possible after delivery and the goods must be returned to NOLOGY within 7 (seven) business days after delivery.
If the goods are returned because they did not match what was ordered and the goods are not in their original condition and repackaged in their original packaging, NOLOGY may be entitled in terms of the Consumer Protection Act to charge a reasonable amount for use of the goods during the time they were in the CUSTOMER’s possession, any consumption or depletion of the goods, or for necessary restoration costs to render the goods fit for re-stocking.
Return of defective goods:
The CUSTOMER may return any defective goods to the premises of NOLOGY or its nominee at the CUSTOMER’s own cost. NOLOGY undertakes to replace such goods with items of the same or similar specification, or repair to working order if the item is still under warranty. Replacement units can be in the form of new or refurbished units at NOLOGY’s discretion. No refunds will be considered in respect of return of defective goods.
NOLOGY reserves the right to charge delivery fees, as and when necessary at specified rates.
Any delivery note (copy or original) signed by the CUSTOMER and/or its authorised representative and/or its nominated agent and held by NOLOGY shall be prima facie proof that delivery was made to the CUSTOMER.
NOLOGY shall be entitled to split the delivery of the goods ordered in the quantities and on the dates it decides, with the prior consent of the CUSTOMER, which consent shall not be unreasonably withheld.
In the event of the CUSTOMER choosing to engage its own third party to transport the goods, the CUSTOMER indemnifies NOLOGY against any claims of any nature whatsoever that may arise from such an agreement, or the performance thereof.
NOLOGY is entitled to engage a third party on its behalf to transport all goods purchased by the CUSTOMER to the delivery address stipulated by the CUSTOMER, and the costs of such delivery and transport shall be for the CUSTOMER’S account.
If the CUSTOMER wishes to receive delivery of the goods by a more expensive method of transportation than that normally used by NOLOGY, the CUSTOMER shall make such request in writing and, in the event that NOLOGY agrees to arrange such special delivery the additional charges shall be debited to the CUSTOMER’s account and shall be payable by the CUSTOMER.
NOLOGY does not guarantee that the goods will be dispatched or delivered on any particular date and time, and the CUSTOMER shall have no claim against NOLOGY in respect of any loss occasioned by any reasonable delay in dispatch or delivery of any goods ordered and/or services rendered, nor may the CUSTOMER cancel any order by reason of such reasonable delay. A delay which is not due to any fault on the part of NOLOGY shall be deemed to be a reasonable delay.
The CUSTOMER must inspect the goods on receipt and be satisfied that the goods conform in all respects to the quality and quantity ordered and are free from any defects.
Incomplete or partial deliveries or goods damaged in transport must be reported to NOLOGY’s head office within 2 (two) business days of receipt.
All goods taken on an evaluation, approval or demonstration basis or all goods taken on consignment by the CUSTOMER are deemed sold to the CUSTOMER within 10 (ten) working days of issue if not returned to NOLOGY in a perfect condition in the original packaging and with all accessories and manuals intact..
The CUSTOMER agrees to the jurisdiction of the Magistrate’s Court in terms of section 45 of Magistrates’ Court Act 32 of 1944 for the recovery of any amount due to NOLOGY. Notwithstanding the aforesaid NOLOGY shall be entitled to institute action in any other court of competent jurisdiction.
Notwithstanding any indulgence, concession or extension granted to the CUSTOMER by NOLOGY from time to time, all amounts due to NOLOGY shall become due and payable immediately and shall attract interest at a rate equal to that prescribed in terms of the Prescribed Rate of Interest Act compounded monthly in arrears, in the event that the CUSTOMER fails to pay any amount owed to NOLOGY when due, breaches this or any other agreement between the CUSTOMER and NOLOGY, or commits any act of insolvency, or if the CUSTOMER becomes subject to business rescue proceedings, or if the CUSTOMER suffers any judgment against it which remains unsatisfied for 14 days after such judgment becomes final.
NOLOGY shall be entitled to cede or pledge his interests herein or to trade therewith at his own discretion without the consent of the CUSTOMER. It may also consent to any alteration, release, relaxation or postponement of the terms hereof and such action shall not be binding on the NOLOGY in any way whatsoever unless it has indicated in writing that such action shall be binding.
NOLOGY may allocate any payment to capital, interest, costs or any other item as he deems fit despite any allocation made or deemed to be made by the CUSTOMER.
A certificate issued and signed by any director of NOLOGY, whose authority need not be proved, in respect of any indebtedness of the customer to NOLOGY or in respect of any other fact, including but without limiting the generality of the a foregoing, the fact that such goods were sold and delivered and/or services provided, shall be prima facie proof of the customer’s indebtedness to NOLOGY and prima facie proof of delivery of the goods in terms of this contract.
Under no circumstances shall any supply of goods or services to the CUSTOMER mean or imply that any intellectual property rights are transferred by NOLOGY to the CUSTOMER. No copyright or other intellectual property right shall accrue to the CUSTOMER by virtue of work done for or services rendered to the CUSTOMER by NOLOGY, and all such rights arising from the said work or services shall accrue exclusively to NOLOGY unless otherwise agreed in writing and signed by both parties.
The CUSTOMER shall not under any circumstances, whether directly or indirectly, itself or with or through any other person, persuade, solicit or entice any employee, supplier or other CUSTOMER of NOLOGY to terminate their relationship with NOLOGY, or otherwise significantly prejudice such relationship. The CUSTOMER hereby acknowledges that the aforesaid restraint is reasonably necessary to protect the goodwill and legitimate interests of NOLOGY, and will endure for a period of 24 months from the date on which NOLOGY last supplied any goods or services to the CUSTOMER.
NOLOGY reserves the right in its sole discretion to vary or amend these terms and conditions from time to time and any such amended or varied terms and conditions shall be binding on the CUSTOMER from the time that the amended or varied terms are published by NOLOGY.
This contract represents the entire agreement between NOLOGY and the CUSTOMER and shall govern all future contractual relationships between NOLOGY and the CUSTOMER.
No amendment and/or alteration and/or variation and/or deletion and/or addition and/or cancellation of these terms and conditions, whether consensual or unilateral or bilateral shall be of any force and effect unless reduced to writing and signed by a director of NOLOGY. No agreement, whether consensual or unilateral or bilateral, purporting or obligate NOLOGY to sign a written agreement to amend, alter, vary, delete, add or cancel these terms and conditions shall be of any force and effect unless reduced to writing and signed by a director of NOLOGY.
No relaxation or indulgence with NOLOGY may grant the CUSTOMER shall prejudice or be deemed to be a waiver of any NOLOGY rights in terms of these terms and conditions.
The CUSTOMER shall not cede its rights nor assign its obligations under these terms and conditions.
The CUSTOMER undertakes to notify NOLOGY within 7 (seven) days of any change of address or change in member, director, shareholder, address or the information as set out in the Dealer Application.
The headings in this document are included for convenience and are not to be taken into account for the purpose of interpreting this contract.
Each of the terms herein shall be a separate and divisible terms and if any such term becomes unenforceable for any reason whatsoever, then that term shall be severable and shall not affect the validity of the other terms.
The CUSTOMER undertakes to inform NOLOGY in writing at least 14 (fourteen) days prior to the intended selling or alienating of the whole of or any part of the CUSTOMER business and failure to do so will constitute a material breach of this contract entitling NOLOGY to cancel the contract without further notice to the CUSTOMER.
The CUSTOMER understands that the personal information given in the Dealer Application form may be used by NOLOGY for the purposes of assessing credit worthiness.
The CUSTOMER hereby consents to and authorises NOLOGY at all times to furnish credit information concerning the CUSTOMER’s dealing with NOLOGY to a credit bureau and to any third party seeking a trade reference regarding the CUSTOMER in his dealings with NOLOGY.
NOLOGY may refer any dispute arising from or in connection with this contract to arbitration which arbitration award shall be final and binding on the CUSTOMER and NOLOGY.
The arbitrator will be a person agreed upon by the parties or failing agreement, appointed by the Arbitration Foundation of Southern Africa, who shall then finally resolve the dispute or issue in accordance with the Rules of the Arbitration Foundation of SA.
The arbitration must be held at the place and in accordance with whatever procedures, the arbitrator considers appropriate.