1. The Customer agrees that this contract represents the entire agreement between the Customer and CyberDyne Systems S.A. (Proprietary) Limited (hereinafter called “CyberDyne”) and that no alterations or additions to this contract may be effected unless agreed to by both parties, reduced to writing and signed by the Customer and a duly authorised representative of CyberDyne.
2. The Customer hereby acknowledges that it has read and understood each term of this agreement and accepts them as binding.
3. The Customer warrants that the signatory to this document has been duly authorised to contract on its behalf.
4. In the event that payment to CyberDyne has been made in the form of a direct bank deposit or transfer (EFT), goods will only be released for collection / delivery / purposes once CyberDyne’s bankers have confirmed that the funds are available as cash and cleared. This clause shall not apply where credit terms have been granted.
5. The granting of credit will be determined by management; CyberDyne reserves the right at its sole discretion to terminate Customer credit facilities for any reason whatsoever at any time without prior notice to the Customer.
6. The Customer agrees that interest shall be payable on any monies due to CyberDyne at 2% (two percent) above the prime rate of interest charged by CyberDyne’s bankers from time to time from the date upon which payment becomes due to date of payment.
7. Ownership of all goods supplied remains vested in CyberDyne until payment in full.
8. The Customer has no right to withhold payment for any reason whatsoever.
9. CyberDyne will not be liable for any loss of profit or any damage, direct or indirect, consequential or otherwise sustained by the Customer and whether or not caused by the negligence of CyberDyne.
10. The price of all goods supplied by CyberDyne are Ex-works CyberDyne premises . CyberDyne reserves the right to enforce any packaging, handling or shipping costs depending on the customers physical location and / or the value of the customer’s order. Unless otherwise agreed in writing, prices shall be as published by CyberDyne on its website or in any other format from time to time.
11. The return of goods for credit shall be in accordance with the Consumer Protection Act, No. 68 of 2008 (“the Act”).
12. Products are not guaranteed against failure as a result of power surges, acts of God such as lightning, physical damage, including but not limited to dents, scratches, missing components, bent or broken connecting pins and burn marks. CyberDyne reserves the right to thoroughly examine any product returned prior to rendering warranty service and in particular those products returned with burn marks / physical damage.
13. Payment of the full purchase price of the goods shall be effected prior to delivery, unless credit terms have been granted in writing by CyberDyne, in which payment shall be effected within such relevant period allowed.
14. Orders held for collection from CyberDyne premises will automatically be cancelled and returned to inventory should collection not take place within seven (7) calendar days of the order being placed.
15. To be valid, guarantee claims must be supported by the original Tax Invoice and the undamaged packaging of the goods. All guarantees are immediately null and void should any equipment be tampered with or should the seals on the equipment be broken by any one other than CyberDyne. Under no circumstances will CyberDyne be liable for damage arising from misuse or abuse of the goods.
16. Goods supplied in component format are only covered by the original factory warranty. No labour warranty applies to product supplied in component format. Product returned in semi/fully assembled format, originally supplied in component format will incur labour charges at CyberDyne’s prevailing rate. To avoid labour charges should product need to be returned, please return the goods in the same format as was originally supplied.
17. Liability under clause 15 & 16 is restricted to the cost of repair or replacement of faulty goods or services or granting of a credit at the sole discretion of CyberDyne. It is the duty of the customer to return any defective goods to the premises of CyberDyne at the Customer’s own cost.
18. In the event of a Credit note being issued for the return of defective product, CyberDyne reserves the right to calculate the Credit based on either the market related value of the product at the time of return or to apply a depreciation schedule based on the original selling price authorized within a thiry-six (36) month period. Should a depreciation schedule be applied to determine a fair market value of the product being returned, the amount to be credited back will be based on the original selling price, minus the depreciation incurred between the original date of sale and the date the product was received back by CyberDyne.
19. Removal of the CyberDyne marked warranty sticker will immediately render the product warranty null and vioid.
20. The Customer hereby agrees that any item handed in for repair may be sold by CyberDyne to defray the cost of such repairs should the item remain uncollected within thirty (30) days of the Customer being notified that the repair has been completed.
21. All Quotations will only be valid if in writing and will remain valid for a period of seven (7) calendar days from date of the quotation. It is the sole onus of the customer to check any quotations issued by the CyberDyne and verify that the correct product quantities and pricing has been quoted for. Sales Orders processed by CyberDyne will be based on the final quotation accepted by the customer and provided the final order supplied by CyberDyne is identical to the quotation accepted by the customer CyberDyne we will under no circumstances be liable for any errors.
22. In the event that between the date of product costing and acceptance of the order, increases occur in the cost to CyberDyne of the goods or of material, custom or import duties, value added or similar taxes or other levies of any type, road or rail transportation rates, postage, labour costs, any variation in rates of exchange, insurance, or any other increase in the cost of the goods, material commodities or services beyond CyberDyne’s control, the order prices shall be increased accordingly without notice. A written statement by a director of CyberDyne shall be conclusive proof of any such increase and shall be final and binding upon the Customer.
23. The Customer agrees to the standard rates of CyberDyne for any goods or services rendered, which rates may be obtained on request. Rates are subject to change without prior notice.
24. The risk of damage or destruction or theft of goods passes to the Customer on delivery of the goods.
25. For the purpose of all or any proceedings herein, the Customer consents to the jurisdiction of the Magistrate’s Court having jurisdiction under Section 28 of the Magistrate Court Act of 1944, as amended, notwithstanding that the amount in dispute exceeds the jurisdiction of such Court. Notwithstanding the aforegoing, CyberDyne shall have the right, at its sole option and discretion to:
(a) institute proceedings in any other competent Court which might otherwise have jurisdiction; alternatively
(b) at its sole and absolute discretion, submit the matter to arbitration by giving the Customer ten (10) days written notice of its election to do so, in which event the matter shall be determined before an Arbitrator appointed by the Chairman of the Johannesburg Bar Council whose decision shall be final and binding upon the parties.
26. Should the Customer fail to make payment to CyderDyne on due date or fail to honour any of its obligations in terms hereof on due date, or should a judgment be granted against the Customer or should the Customer’s estate be liquidated/sequestrated/placed under judicial management, provisionally or finally, or should the Customer propose an offer of compromise or offer of composition to its creditors, or if in the case of the Customer being a close corporation or company, should its member/s or shareholders wind-up the Customer, whether provisionally or finally, CyberDyne shall be entitled, without prejudice to its other rights in terms thereof or at law to:
(a) terminate this contract without notice whereupon CyberDyne shall not be obliged to deliver any further goods to the Customer and the Customer shall be obliged forthwith, without notice, to make payment to CyberDyne for all goods already delivered to the Customer pursuant hereto or, in the discretion of CyberDyne to return such goods which are not paid for to CyberDyne; or
(b) obtain payment from the Customer of the full amount owing by the Customer to CyberDyne in terms hereof and from whatsoever other causes arising notwithstanding that the due date for payment thereof would not otherwise have arrived, in which event CyberDyne shall be entitled to withhold delivery of the goods subject to payment of all such amounts having been made and
(c) in either of such events mentioned in (a) and (b) CyberDyne shall incur no liability to the Customer for damages and the Customer shall be liable to CyberDyne for such damages as CyberDyne may have suffered by reason of the Customer’s breach and/or the exercise of CyberDyne’s rights aforesaid.
27. In the event of CyberDyne instructing its Attorneys to recover money or goods from the Customer, the Customer agrees to be liable for and shall pay to CyberDyne and/or its Attorneys, all legal charges on the attorney and client scale, including tracing agents charges and collection commission which may be incurred.
28. The Customer hereby chooses as its domicilium citandi et executandi the address provided on the customer forms filled in. All notices and processes arising out of or in connection with this agreement may be served on the Customer at such address. The Customer shall be obliged to notify CyberDyne in writing of any change of such address within seven (7) days of such change of address, whereafter such new address shall become the Customer’s domicilium citandi et executandi.
29. Unless otherwise notified in writing, all payments to be made by the Customer to CyberDyne shall be made to the credit of the following banking account:
Bankers: First National Bank of Southern Africa Limited (FNB)
Acc. Name: CyberDyne Systems S.A. (Pty) Ltd.
Branch No.: 25-58-05
Acc. No: 61-882-042-355
Acc. Type: Current
Branch: Hyde Park
30.In the event of any conflict between any of the terms contained herein are on the one hand and the provisions of the Act on the other, the provisions of the Act shall prevail.
31. Should any of the terms contained herein be declared invalid, the remaining terms shall continue to be of full force and effect.