Terms and Conditions
The rights and duties of IRON BANISTER (PTY) LTD “Iron Banister”) and the CLIENT (as described on the cost estimate to which this form attaches) (collectively hereinafter referred to as “the Parties”) are governed exclusively by the terms and conditions contained herein:
- 1. The terms and conditions set forth herein, together with Iron Banister’s cost estimate shall constitute the ENTIRE AGREEMENT between the Parties. No representations, warrantees and the like, shall be binding upon the parties unless reduced to writing and signed by the Parties.
- 2. DELIVERY is Ex Works, meaning that the Client is responsible for collection of the items specified on the cost estimate (the “Items”) from Iron banister’s premises unless otherwise agreed between the parties in terms hereof. Risk passes to the Client on delivery of the items.
- 3. PAYMENT: A non-refundable deposit of 50% of the total specified on the cost estimate is required for confirmation of the order. The balance of the payment is due on notification of completion and prior to collection.
- 4. OWNERSHIP of Items supplied in terms of the quotation or invoice shall remain vested in Iron Banister until full payment has been received.
- 5. INTEREST will accrue on invoices unpaid after the due date at the lesser of 2.5% per month or the maximum rate permissible by law.
- 6. NOTICES: The parties choose their respective physical address contained on the face of the cost estimate as its respective domicilium citandi et executandi for the purposes of service of any documentation related to this agreement including any legal process. Any notice sent per email to the addresses specified on the face of the cost estimate shall be deemed to have been received on the date of sending.
- 7. BREACH: If the Client fails to make payment in full or in part, and/or fails to collect the items, within 14 days of the due date, the Items shall be deemed to have been forfeited and Iron Banister shall be entitled but not obliged to Dispose of the Items as it deems fit in its sole discretion in mitigation of its own losses.
- 8. SEVERABILITY: If any provision or part of a provision of this agreement is declared invalid, illegal, or unenforceable, the affected provision will be considered omitted or modified to conform to applicable law. The validity, legality, and enforceability of all other remaining provisions or parts of provisions will remain in full force and effect.
- 9. INTELLECTUAL PROPERTY:
Nothing in this Agreement is to be construed as a grant or assignment of any license or right to the Client of any of Iron Banister or its affiliates' intellectual property rights, whether patent, trademark, trade secret, copyright or otherwise. All improvements and developments related to the goods or the efforts of Iron Banister and the Client will be owned exclusively by Iron Banister.
- 10. CONFIDENTIALITY:
Any pricing or other sensitive commercial information provided by Iron Banister to the Client is proprietary to Iron Banister, shall be held in confidence by the Client, only be used by the Client in connection with this agreement, and not for any other purposes or disclosed to third parties without Iron Banister's prior written consent. The Client shall be liable for any loss by others from unauthorized use of confidential information occasioned by the Client's failure to comply with this provision.
- 11. FORCE MAJEURE
Iron Banister shall not be responsible for cancellation or delay in delivery or performance resulting, in whole or in part, from causes beyond its reasonable control, including, but not limited to: acts of God; acts of the Client; strikes or other labour disturbances regardless of whether or not Iron Banister is capable of settling such strike or disturbance; Manufacturing conditions; temporary or permanent facility closures; equipment failure; inability to obtain fuel, material, or parts; war; acts of terrorism; sabotage; riot; delays in transportation; repairs to equipment; natural disasters; epidemics; floods; fires; action of governmental authorities; severe weather conditions; accidents; explosions; failure of or inability to obtain power, raw materials, suppliers, labour, equipment or transportation; a court or administrative injunction or order; or any other contingency the non-occurrence of which was a basic assumption on which this Agreement was made.
- 12. NON-WAIVER
The failure of Iron Banister to enforce any of the provisions of this Agreement shall not be construed as a waiver of Iron Banister's right to enforce each and every provision hereof. Iron Banister reserves the right to enforce these terms and conditions at any time and none shall be deemed waived unless such waiver is in writing signed by an authorized representative of Iron Banister. Iron Banister's rights and remedies set forth in this Agreement are in addition to all legal and equitable rights and remedies available to Iron Banister.
- 13. NO THIRD PARTY RIGHTS
This Agreement is for the sole and exclusive benefit of the parties hereto and their permitted successors and assigns. Nothing expressed or referred to in this Agreement will be construed to give any other person any legal or equitable right, remedy or claim under or with respect this Agreement.
- 14. INDEPENDENT PARTIES
Iron Banister and the Client are independent parties and nothing in this Agreement shall make either party an agent, partner, joint venture, or legal representative of the other.
- 15. GENERAL
The Client hereby consents in terms of section 45 of the Magistrates Court Act 32 of 1944 to the jurisdiction of the Magistrates Court irrespective of the amount claimed by Iron Banister which shall be entitled, but not obliged to bring any action out of the Magistrates Court.
In the event that the Iron Banister institutes proceedings against the Client, the Client shall pay the legal costs of the service provider on a scale between attorney and own client.