HIDE INTERNATIONAL (PTY) LTD t/a HIDE FLOORING
17 Perth Road, Tokai, Cape Town, with e-mail address email@example.com
STANDARD TERMS & CONDITIONS OF SUPPLY
- Should you wish to purchase HiDe Flooring’s products, namely wall panels and plates (“the Products”) and Hide International (Pty) Ltd t/a HiDe Flooring (“we”, “us” or “our”) agree to supply the Products to you, all terms set out herein are applicable to this agreement. This Agreement does not constitute an agency, joint venture or partnership arrangement between you and us, nor authorise either party to incur any liability whatsoever on behalf of the other. The provisions of this Agreement prevail over any order, request, terms or conditions made or furnished or generated by you, whether written or verbal.
- This Agreement commences on the date set out in No. 3 of the Schedule. We may at any time cease supply of the Products on 14 (fourteen) days’ written notice to you, and you shall have no claim against us in that regard.
- The Products shall be supplied to you at the prices quoted to you at the time of your placement of an order. The payment terms shall be as indicated in No. 4 of the Schedule. We are under no obligation to supply the Products on credit. Should we agree to a credit facility however, we shall at any time, in our discretion, be entitled to revert to COD payment terms in respect of future supply of Products, on 10 (ten) working days’ written notice to you. Should we grant a credit facility to you, our Credit Terms shall apply and shall be read together with this Agreement, provided that in the event of a conflict between the Credit Terms and this Agreement, this Agreement shall prevail.
- Should we agree in our sole discretion to grant a credit facility to you, we may as a condition of such credit require you to pay a percentage of the invoiced price of each order in respect of which credit is granted, upfront upon acceptance of the order and before we commence supply of the Products concerned (“the Deposit”). The Deposit shall be non-refundable.
- Delivery of all Products ordered by you shall be effected by us to the delivery address notified by you to us in writing. All transport and delivery costs (including the cost of insurance, if any) shall be for your account, and shall be reflected in the tax invoice issued in respect of the Products so delivered.
- All payments made by you to us shall be made on due date therefor, by way of electronic funds transfer, free of bank charges, deduction or set-off, into the bank account detailed on the tax invoice issued by us in respect of such amount. A payment by you shall be deemed to have been received by us only once it is reflected as having been cleared into our bank account.
- Ownership in and to the Products shall remain with us until such time as you have made full payment for the Products, even where the Products have been delivered into your custody and possession, and you hereby agree that we shall at any time be entitled to enter into your premises and repossess those Products in respect of which payment is outstanding. Although ownership of the unpaid Products remains with us, risk in and to all Products shall pass to and remain with you as soon as, and for as long as, the Products are in your possession and under your control. As long as full payment has not been effected, you may not sell, pledge or offer the Products as security. Should the Products (or any of them) be converted into a new product, whether or not such conversion involves the admixture of any other goods or thing whatsoever and in whatever proportions, the conversion shall be deemed to have been effected on behalf of HiDe Flooring and we shall have the full legal and beneficial ownership of the new products, but without accepting any liability whatsoever in respect of such converted Products in relation to any third party, and you hereby indemnify us in relation thereto. In the case of non-payment at the due date and upon demand, you must immediately return the unpaid-for Products to us.
- You shall not do anything or allow anything to be done which does or is likely to prejudice the goodwill of HiDe Flooring, and you shall comply with all South African legislation, including health and safety and consumer protection legislation, as may apply to your application and/or use of the Products from time to time.
- You shall (i) indemnify and hold each and all of HiDe Flooring, our directors, officers and/or employees harmless against all claims, demands, damages, injuries, losses, collection commission, expenses (including all legal costs on an attorney and own client scale) and liabilities arising out of or in any way connected to your purchase, application and/or use of the Products; (ii) co-operate fully with us (at your own cost) in providing such assistance as we may reasonably require in order to bring, resist and/or defend any claim arising from or relating to your purchase, application and/or use of the Products. You hereby indemnify and hold harmless us, our directors, customers, employees and representatives against any loss, damage or injury caused or sustained by any wilful or negligent act or omission on your part or on the part of any of your employees, sub-contractors and/or representatives. Each element of the release from liability and indemnity in respect of each cause or activity covered by the release from liability and indemnity contained in this paragraph 1.9 is separate and severable from the other elements.
- You shall at all times keep confidential (and shall procure that your employees and agents shall keep confidential) any information which you or they may acquire in relation to our business or affairs and shall not use or disclose such information except with our consent or if required to do so by law. Your obligations contained in this paragraph shall continue without limit in point of time but shall cease to apply to any information coming into the public domain otherwise than by breach by you of your obligations contained in this Agreement.
- You acknowledge that (i) the intellectual property inherent in the Products and in any mark, trade mark, logo, sign, symbol, or other identifier of or associated with HiDe Flooring, or any component part, element or reproduction thereof, including, without limitation, the name and style “BerryAlloc” and the name and style “HiDe Flooring” (collectively, “the HiDe Flooring IP”), is proprietary either to us or to the proprietors of the “BerryAlloc” trademark, and may not be used, sold, licensed, transferred, copied or reproduced, in whole or in part, in any manner or form to any person otherwise than in accordance with this Agreement or with our prior written consent; (ii) all information, data, specifications and other documentation relating to any aspect of the HiDe Flooring IP is proprietary and confidential, and you hereby agree that you shall use the HiDe Flooring IP solely in accordance with the provisions of this Agreement, and further that you shall not yourself nor through any agent or third party modify, vary, enhance, copy, sell, license, sub-license or otherwise deal with the HiDe Flooring IP or any portion or variation, modification, copy or enhancement thereto other than in accordance with the provisions of this Agreement or with our prior written consent. You further acknowledge and agree that (i) you will not acquire an interest in the HiDe Flooring IP, and that the use or duplication of the HiDe Flooring IP in any manner will constitute a material breach of this Agreement; and (ii) the HiDe Flooring IP is disclosed solely on the condition that, during the term of this Agreement and at all times thereafter, you shall not use the HiDe Flooring IP in any manner other than as contemplated in this Agreement, or in any capacity other than in your capacity as a consumer of the Products. You shall keep confidential and shall use your best endeavours to ensure that your employees, sub-contractors and representatives keep confidential, all the HiDe Flooring IP supplied or disclosed to you under and by virtue of this Agreement. The provisions of this paragraph 11 shall survive the termination of this Agreement for any reason whatsoever.
- You warrant that all Products purchased by you under this Agreement are purchased for application by you or on your behalf, whether in a domestic or commercial context. You undertake that you shall not on-sell, supply or distribute the Products purchased by you under this Agreement, in any manner whatsoever, and whether for profit or otherwise, without HiDe Flooring’ prior written consent.
- The Products are subject to a Product quality warranty, as more fully set out in paragraph 18 below.
- Save for the warranty referred to in paragraph 13 above, the Product is supplied as is and we exclude, to the maximum extent permitted by law, all warranties as to fitness of the Products for a particular purpose. We shall not be liable, whether in contract, delict or otherwise, for any special, consequential or incidental damages, arising from or in connection with this Agreement and/or the purchase, application and/or use of the Products by you or any third party, including without limitation costs incurred by you (including without limitation labour costs) in removing defective Product and/or installing replacement Product.
- We shall not be liable to you for any failure to perform any of our obligations in terms of this Agreement where such failure was due to an impediment beyond our reasonable control, including but not limited tocivil violence, riots hijack, acts of piracy, acts of sabotage, natural disasters such as violent storms, floods and destruction by lightning, power failures, explosions, fires and destruction of plant, equipment, machinery and machines, boycotts, strikes, labour unrest, industrial actions and lock-outs of all kinds, go-slows, suspension of labour, labour disturbances, interference by trade unions, occupation of or work stoppages, acts of authority, whether lawful or unlawful.
- Should you breach this Agreement and fail to remedy such breach within a period of 7 (seven) days after receipt of written notice requiring you to do so, then we shall be entitled, without prejudice to any other claims or rights we may have, to cancel this Agreement and claim such damages (whether in contract, delict or otherwise, including any special, consequential or incidental damages) as we may have suffered, and to repossess by way of liquidated damages such Products as may remain in your possession and/or custody as at the date of cancellation.
- You may not sell, cede, assign, delegate, subcontract or in any other way alienate or dispose of any of your rights or obligations under this Agreement without our prior written consent. No agreement purporting to vary the terms and conditions hereof shall be of any force and effect unless reduced to writing and signed by the parties hereto. Any notice delivered to you at the address provided by you in item 2 of the Schedule during normal business hours shall be presumed to have been received by you by no later than the following working day, unless you can prove otherwise. All the provisions of this Agreement shall be severable and no provision shall be affected by the invalidity of any other provisions of this Agreement.
- Warranty Conditions
18.1. The Products are guaranteed under normal use conditions by the original end user from the date of purchase. The guarantee is not transferrable.
18.2. Length of coverage (from date of invoice):
Product Residential areas Commercial areas Wall & Water Lifetime (*2) 10 years (*4) Kitchen Wall Lifetime (*2) 10 ears (*4)
*2) Lifetime: The value of the Product is not reduced within the first 5 years. In the next 15 years, the value of the Product will depreciate with 5% every year. After 20 years the Product will remain at a 25% value level compared with the purchase price.
*4) The value of the Product is not reduced within the first 3 years. After 3 years the value of the product will depreciate with a defined percentage each year (percentage depending on the remaining warranty period).
18.3. This warranty covers defects in materials and/or workmanship relating to:
The Products will resist fading from exposure to indirect sunlight or normal artificial light;
The Products will resist stains on the decorative surface. For further information see care & maintenance instructions of the Products;
Perfect installation (only for Wall & Water)
The wall panels align perfectly after the first panel/plate has been installed in level position;
Water resistance (only for Wall & Water and Kitchen Wall)
The Products will resist water spray under normal use conditions described in the installation instructions and/or care & maintenance instructions of the Products.
18.4. The warranty will not apply unless:
- the wall panels/plates were checked for visible defects prior to the installation;
- wall panels/plates with visible defects are NOT to be installed. Complaints for such defects will not be accepted after the installation;
- the Product was installed in areas that correspond with its intended use;
- the Product is installed and used indoors in a climate of 18-25 °C with corresponding relative humidity of 30-85 % RH;
- the Product was installed in accordance with the Product installation instructions using recommended accessories;
- the Product is maintained in accordance with the Product care & maintenance instructions; and/or
- the Product has not been treated in any way after installation (e.g. polished).
- The Product warranty does not cover damage to the Product caused by:
- Transport and handling
- Improper installation.
- Accidents, Product misuse or Product abuse, such as:- cracks, blows and cuts caused by hard objects;- scratches and finish damages caused by sharp objects or other abrasive materials,
– regardless of whether these are caused by a contractor, service company or the end user.
– Wear and tear (aging), i.e. scratches, friction marks and similar marks in the surface.
– Improper maintenance or use of unsuitable cleaning agents (proper procedures are found in the Product care & maintenance instructions).
– Strong chemicals (with corrosive substances).
- Should you notice a defect in a Product you should contact HiDe Flooring within 2 weeks. A copy of the original purchase receipt should be submitted to HiDe Flooring when reporting the claim.
- If HiDe Flooring is satisfied that the defect you have notified to us is covered by the warranty, we will offer a replacement of the defective Product in the same design (or if not available then another equivalent design) or we shall refund the purchase price for the Product concerned.
- This warranty does not cover any consequential or special incidental charges, damages or losses.