TERMS & CONDITIONS

1. The Customer agrees that (a) this Agreement represents the entire Agreement between the Customer and Stoken Design CCl t/a Stockwell Design (hereinafter called Stockwell) and that no alterations or additions to this Agreement may be effected unless agreed to by both parties, reduced to writing and signed by the Customer and a duly authorised representative of Stockwell; (b) this Agreement will govern all future contractual relationships between the parties; (c) this Agreement is applicable to all existing debts and future debts between the parties; (d) this Agreement is final and binding and is not subject to any suspensive or resolutive conditions; (e) any conflicting conditions stipulated by the Customer are expressly excluded; (f) these terms supersede all previous conditions of agreement without prejudice to any securities or guarantees held by Stockwell and (g) these terms apply to all servants and subcontractors of Stockwell.
2.1 This Agreement only becomes final and binding on receipt and acceptance of this offer by Stockwell at its business address in Sunninghill.
2.2 Any order only becomes final and binding on receipt and acceptance of such order by Stockwell at its business address per 2.1
3. The signatory hereby binds himself / herself in his / her personal capacity as Shareholder (in the case of a company), Member (in the case of a close corporation) or Owner or Partner as surety and co-principal debtor jointly and severally for the full amount due to Stockwell and agrees that these Standard Conditions will apply in the exact same way to him / her.
4. The Customer acknowledges that it does not rely on any representations made by Stockwell in regard to the goods and services or any of its qualities leading up to this Agreement other than those contained in this Agreement. All specifications, price lists, performance figures, advertisements, brochures and other technical data furnished by Stockwell in respect of the goods or services orally or in writing will not form part of the Agreement in any way unless agreed to in writing by Stockwell.
5.1 The Customer agrees that neither Stockwell nor any of its employees will be liable for any negligent or innocent misrepresentations made to the Customer.
5.2 It is the sole responsibility of the Customer to determine that the goods or services ordered are suitable for the purposes of intended use.
5.3 The Customer agrees to pay all additional costs resulting from any acts or omissions by the Customer including suspension of work, modification of requirements, failure or delay in giving particular requisite to enable work to proceed on schedule or requirements that work be completed earlier than agreed.
5.4 Stockwell reserves the right at its sole discretion to provide alternative goods of the same quality and quantity at the prevailing prices to those ordered by the Customer should such goods be superseded, replaced or their manufacture terminated.
6.1 All quotations will remain valid for a period of 30 days from the date of the quotation
6.2 All quotations are subject to the availability of the goods or services and subject to correction of good faith errors by Stockwell and the prices quoted are subject to any increases in the cost price of Stockwell before acceptance of the order.
6.3 If the Customer disputes the amount of increase, the amount of the increase may be certified by any independent auditor and such certificate shall be final and binding on the Customer.
6.4 The Customer hereby confirms that the goods or services on any Tax Invoice issued duly represent the goods or services ordered by the Customer at the prices agreed to by the Customer and, where delivery / performance has already taken place, that the goods or services 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.
6.5 Notwithstanding the provisions of clause 1 above, all orders or agreed variations to orders, whether oral or in writing, shall be binding and subject to these standard conditions of agreement and may not be cancelled.
6.6 Stockwell shall be entitled in its sole discretion to split the delivery / performance of the goods or services ordered in the quantities and on the dates it decides.
6.7 Stockwell shall be entitled to invoice each delivery / performance actually made separately.
6.8 Any delivery note or waybill or job card (copy or original) signed by the Customer or a third party engaged to transport the goods and held by Stockwell shall be prima facie proof that delivery was made to the Customer.
6.9 The risk of damage to, destruction or theft of goods shall pass to the Customer on acceptance of any order placed in terms of this Agreement and the Customer undertakes to comprehensively insure the goods until paid for in full. Stockwell may recover insurance premiums from the Customer for such ordered and uninsured goods.
6.10 Delivery, installation and performance times quoted are merely estimates and are not binding on Stockwell.
6.11 If Stockwell agrees to engage a third party to transport the goods, Stockwell is hereby authorised to engage a third party on the Customer's behalf and on the terms deemed fit by Stockwell.
6.12 The Customer indemnifies Stockwell against any claims that may arise from such agreement in clause 6.11 against Stockwell.
6.13 The Customer acknowledges all copyrights and shall not duplicate copyrighted material and that each infringement attempt shall immediately render the full prevailing price payable to Stockwell. The Customer shall indemnify Stockwell against any claims, costs and expenses arising out of the infringement of copyright, patent, trade mark or design supplied by the Customer.
6.14 Proofs, pulls, samples, specimens, sketches, photographs or any representation, whether partial or total, of the finished product may be submitted to the Customer for approval. Acceptance of such proofs by the Customer or any employee of the Customer will bind the Customer and Stockwell will not be liable for any errors contained in the approved copy.
6.15 The Customer shall pay for any preliminary work which is produced on his request whether experimentally or otherwise.
6.16 The Customer is liable for the costs incurred in the event of the alteration of any accepted proofs, other than printer's errors.
6.17 In the event that the Customer is unable or unwilling to view and accept final proofs, the Customer will be liable for the cost of the work produced. Any proof faxed to the Customer will be deemed correct unless otherwise indicated by the Customer in writing within 24 hours of such proof being sent.
6.18 Stockwell reserves the right to withhold production of any material it deems unsuitable or unlawful in its sole discretion. Stockwell also has the right to edit, revise or reject any material it deems untruthful, objectionable, illegal or in conflict with fair competition practises. The Customer remains liable for the cost of the work produced in the event of Stockwell exercising these rights.
6.19 The Customer or any agent acting on his/her behalf on whose behalf or at whose instance any services are rendered hereby indemnifies Stockwell and all of its employees against any liability which Stockwell may incur to any other person as a result of the publication of any material produced.
6.20 When Stockwell is required to expedite delivery ahead of the time needed for the proper production, Stockwell shall not be liable for any defects occasioned thereby. Should such delivery involve extra costs or the payment of overtime wages, all such extra costs will be for the account of the Customer.
6.21 Standing matter and printer's materials of any kind may be distributed, effaced, or disposed of immediately after the order has been executed unless written arrangements are made for retention. Stockwell may charge storage at Stockwell's usual rates for any goods retained.
6.22 Customer's property and property supplied to Stockwell will be retained at the Customer's risk.
6.23 Stockwell is entitled to exercise a lien over any of the Customer's property in its possession until all outstanding debts have been paid.
6.24. Origination work shall remain the property of Stockwell unless otherwise agreed upon with the Customer.
6.25 Stockwell shall not be required to work to tolerances closer than those applicable to the materials obtained by him in the ordinary course of trade or supplied to him by the Customer. No liability shall arise from variations in the standard, quality and performance of such materials.
6.26 Stockwell shall not be responsible for imperfections in the work due to defects or the unsuitability of material or equipment not supplied by Stockwell. Extra cost incurred through the use of defective materials or equipment supplied shall be for the Customer's account.
6.27 Stockwell shall not be responsible for Customer's material wasted in the course of production.
6.28. In the event of the Customer being in arrears with any payment or in breach of any term of this contract, Stockwell is entitled to cancel all contracts with immediate effect.
6.29 Stockwell shall not be required to produce any matter which in his opinion is illegal or defamatory.
6.30 The Customer shall indemnify Stockwell against any claims, costs and expenses arising out of the infringement of copyright, patent, trade mark or design, or the printing of any illegal or defamatory material.
7.1 Goods are sold voetstoots with no warranty against latent defects and all other guarantees including common law guarantees are hereby specifically excluded.
7.2 The Customer shall return any defective moveable goods to the premises of Stockwell at the Customer's own cost and packed in the original or suitable packaging and it is at the sole discretion of Stockwell to replace the faulty goods or services or to grant credit to the Customer.
7.3 No claim under this Agreement shall arise unless the Customer has, within 3 days of the alleged breach of contract and/or defect occurring, given Stockwell written notice by prepaid registered post of such breach or defect, and has afforded Stockwell at least 30 days to rectify such defect or breach.
7.4 To be valid, claims must be supported by the original Tax Invoice.
7.5 Any item delivered to Stockwell shall serve as a pledge in favour of Stockwell for present and past debts and Stockwell shall be entitled to retain or realise such pledges as it deems expedient at the value as determined in 15.1. The sworn or realised value of pledged goods will be offset against the Customer’s debts and any excess balance will be paid to the Customer.
8.1 Under no circumstances shall Stockwell be liable for any consequential damages including loss of profits or for any delictual liability of any nature whatsoever.
8.2 Under no circumstances shall Stockwell be liable for any damage arising from any misuse, abuse or neglect of the goods or services.
9. Delivery of the goods or services to the Customer shall take place at the place of business of Stockwell.
10.1 The Customer agrees that the amount contained in a Tax Invoice issued by Stockwell shall be due and payable unconditionally (a) cash on order; or (b) if the Customer is a Credit Approved Customer, within the credit period granted as specified on the Credit Application from the date  a Tax Invoice has been issued by Stockwell.
10.2 The Customer agrees to pay the amount on the Tax Invoice at the offices of Stockwell.
10.3 The risk of payment by cheque through the post rests with the Customer.
11.1 The Customer has no right to withhold payment for any reason whatsoever and agrees that no extension of payment of any nature shall be extended to the Customer and any such extension will not be applicable or enforceable unless agreed to by Stockwell, reduced to writing and signed by the Customer and a duly authorised representative of Stockwell.
11.2 The Customer is not entitled to set off any amount due to the Customer by Stockwell against this debt.
11.3 All discounts shall be forfeited if payment in full is not made on the due date.
12.1 The Customer agrees that the amount due and payable to Stockwell may be determined and proven by a certificate issued and signed by the owner of Stockwell, whose authority need not be proven or by any independent auditor. Such certificate shall be binding and shall be prima facie proof of the indebtedness of the Customer.
12.2 Any printout of computer evidence tendered by any party shall be admissible evidence and no party shall object to the admissibility of such evidence purely on grounds that such evidence is computer evidence or that the requirements of the Computer Evidence Act 25 of 2002 have not been met.
13.1 The Customer agrees that interest shall be payable at the maximum legal interest rate prescribed by the National Credit Act 34 of 2005 if that Act is applicable, or at double the repo-rate as declared by the Reserve Bank from time to time if that Act is not applicable, on any moneys past due date to Stockwell and that interest shall be calculated daily and compounded monthly from the date of acceptance of the order.

13.2 The Customer expressly agrees that no debt owed to Stockwell by the Customer shall become prescribed before the passing of a period of six years from the date the debt falls due.
14.1 The Customer agrees that if an account is not settled in full (a) against order; or (b) within the period agreed in clause 10.1 above in the case of a Credit Approved Customer; Stockwell is: (i) entitled to immediately institute action against the Customer at the sole expense of the Customer; or (ii) to cancel the agreement and take possession of any goods delivered to the Customer and claim damages. These remedies are without prejudice to any other right Stockwell may be entitled to in terms of this agreement or in law. Stockwell reserves its right to stop supply immediately on cancellation or on non-payment.
14.2 A Credit Approved Customer will forthwith lose this approval when payment is not made according to the conditions of 10.1(b) and all amounts then outstanding shall immediately become due and payable.
14.3 Stockwell shall be entitled to withdraw credit facilities at any time within its sole discretion.
15.1 In the event of cancellation, the Customer shall be liable to pay (a) the difference between the selling price and the value of the goods at the time of repossession and (b) all other costs incurred in the repossession of the goods. The value of repossessed or retained pledged goods shall be deemed to be the value placed on them by any sworn valuator after such repossession, and such valuation shall be conclusive proof of the value. If the goods are not recovered for any reason whatsoever, the value shall be deemed to be nil.
15.2 In the event of cancellation of the Agreement by Stockwell, it shall be entitled to repossess any goods that have been delivered to the Customer and remains unpaid by the due date.
15.3 In the event of cancellation of the Agreement by Stockwell, it is entitled not to produce any unmade balance of a contract and to recover any loss sustained thereby from the Customer.
16.1 All goods supplied by Stockwell remain the property of Stockwell until such goods have been fully paid for whether such goods are attached to other property or not.
16.2 The Customer is not entitled to sell or dispose of any goods unpaid for without the prior written consent of Stockwell. The Customer shall not allow the goods to become encumbered in any manner prior to the full payment thereof and shall advise third parties of the rights of Stockwell in the goods.
16.3 If any goods supplied to the Customer are of a generic nature and have become the property of the Customer by operation of law (confusio or commixtio) the Customer shall be obliged on notice of cancellation of the agreement to retransfer the same quantity of goods in ownership to Stockwell.
17.1 The Customer shall be liable to Stockwell for all legal expenses on the attorney-and-own-client scale incurred by Stockwell in the event of  (a) any default by the Customer or (b) any litigation in regard to the validity and enforceability of this agreement. The Customer shall also be liable for any tracing, collection or valuation fees incurred as well as for any costs, including stamp duties, for any form of security that Stockwell may demand.
17.2 The Customer agrees that Stockwell will not be required to furnish security in terms of Rule 62 of the Rules of Court of the Magistrate's Courts or in terms of Rule 47 of the Law of the Supreme Court 59 of 1959.
18. The Customer agrees that no indulgence whatsoever by Stockwell will affect the terms of this agreement or any of the rights of Stockwell and such indulgence shall not constitute a waiver by Stockwell in respect of any of its rights herein. Under no circumstances will Stockwell be estopped from exercising any of its rights in terms of this Agreement.
19. The Customer hereby consents that Stockwell shall have the right to institute any legal action in either the Magistrate's Court or the South Gauteng High Court at its sole discretion. These South African courts shall have exclusive jurisdiction in any litigation between the parties arising from whatsoever source.
20.1 Any document shall be deemed duly presented to and accepted by the Customer (i) within 3 days of prepaid registered mail to any of the Customer's business or postal addresses or to the personal address of any director, member or owner of the Customer; or (ii) within 24 hours of being faxed to any of the Customer's fax numbers or any director, member's or owner's fax numbers; or (iii) on being delivered by hand to the Customer or any director, member or owner of the Customer; or (iv) within 48 hours if sent by overnight courier or (v) within 7 days of being sent by surface mail; or (vi) within 24 hours of being e-mailed to any e-mail address provided by the Customer.
20.2 The Customer chooses its address for any notification or service of legal documents or processes as the business address or the physical addresses (domicilium citandi et executandi) of any Director (in the case of a company), Member (in the case of a close corporation) or of the Owner(s) or Partner(s).
20.3 The Customer undertakes to inform Stockwell in writing within 7 days of any change of Director, Member, Shareholder, Owner or Partner or address or 14 days prior to selling or alienating the Customer’s business and failure to do so will constitute a material breach of this agreement. Upon receipt of such written notification, Stockwell reserves the right, at its sole discretion, to withdraw any credit facility advanced to the Customer.
20.4 The Customer hereby consents to the storage and use by Stockwell of the personal information that it has provided to Stockwell for establishing its credit rating and to Stockwell disclosing such information to credit control companies, banks and other institutions involved in rating credit. The Customer agrees that Stockwell will not be held liable for the good faith disclosure of any of this information to such  third parties and that no further specific consent needs to be obtained for the transfer of such information to a specific third party.
20.5 The Customer hereby consents that Stockwell can provide personal information of the Customer to third parties, if the Customer has indicated Stockwell as a trade reference to third parties and the Customer agrees that Stockwell will not be liable for the good faith disclosure of any of this information to such third parties.
20.6 The Customer hereby agrees that the credit facility is a variable credit facility and that Stockwell shall be entitled to increase its credit limit from time to time.
21. The Customer agrees to the Standard Rates of Stockwell for any goods or services rendered, which rates may be obtained on request.
22. Each provision of this Agreement is severable from the other provisions. Should any provision be found to be invalid or unenforceable for any reason, the remaining provisions of this Agreement shall nevertheless remain binding and continue with full force and effect.
23. Any order is subject to cancellation by Stockwell due to Acts of God from any cause beyond the control of Stockwell, including (without restricting this clause to these instances): inability to secure labour, power, materials or supplies, war, civil disturbance, riot, state of emergency, strike, lockout, or other labour disputes, fire, flood, drought or legislation.
24. Any order is subject to cancellation by Stockwell if the Customer breaches any term of this Agreement or makes any attempt of compromise, liquidation, sequestration, termination or judgement is recorded against the Customer or any of its principals.
25. The Customer agrees that Stockwell will be immediately and irrevocably released from any contractual damages and penalty obligations should any event in clause 23 or 24 occur.
26. If the National Credit Act 34 of 2005 is applicable the following clauses shall not be applicable to this Agreement: clause 5.1, clause 19 and clause 20.6.
27. This Agreement and its interpretation is subject to South African law.