1. CONFIRMATION OF ARTWORK AND PRINTING OF GOODS
1.1. In this agreement the following words shall have the following meanings:
1.1.1 “Artwork” shall mean the artwork performed by the Supplier in accordance with the Copy.
1.1.2 “Copy” shall mean the instructions incorporated in the copy form and annexures which illustrate the layout and/or format of the advertising or branding on the Goods;
1.1.3 “Goods” shall mean the calendars, diaries, corporate gifts, maps, brochures, directories and/or desk accessories and/or other products supplied by the Supplier from time to time ordered by the customer; and
1.1.4 “Supplier” shall mean the party reflected overleaf as the supplier.
1.2 The customer acknowledges that the instructions for the format/design/layout of the advertising or branding on the Goods shall be set exclusively in the Copy and no verbal arrangements will be accepted.
1.3 Any complaint in respect of Artwork or printing shall be lodged in writing with the Supplier at its
Office.
1.4 In the event of the customer failing to lodge a complaint in respect of the Artwork or corrected Artwork within 7 (seven) days of dispatch of such proof of Artwork by the Supplier to the Customer, then the Artwork shall be deemed to have been accepted by the customer as being in accordance with the Copy.
1.5 Acceptance of the Artwork as fore said shall authorize the Supplier to proceed with the embroidery of the Goods.
1.6 The Supplier and customer hereby acknowledge that the embroidery of the Goods shall be substantially in accordance with the accepted Artwork. Any minor defects in the embroidery will not Constitute incomplete performance by the Supplier and the customer shall not be entitled to Return the Goods.
1.7 The Supplier shall have the sole discretion to accept subsequent variations to the Copy as requested by the customer in writing and to charge a reasonable fee for any expenses incurred pursuant to such request.
2. PAYMENT OF PURCHASE PRICE
2.1 Payment of the purchase price shall be made as follows:
2.1.1 80% (eighty per cent) at acceptance of the given quotation and finalization of artwork.
2.1.2 The rest upon the date of collection after completion of order.
3. LIABILITY
3.1 The Supplier shall not be liable for indirect or consequential loss or for any loss to the customer arising from the third party claims not by errors or defects in Embroidery or by delay in delivery.
4. PRICE AND COST VARIATIONS
The Supplier shall have the right to increase the price without notice to the customer where:
4.1 the cost of materials, labour or other production costs increase due to circumstances beyond the Supplier’s reasonable control;
4.2 the reproduction costs of Artwork, blocks, logos and/or any other material supplied by the customer, where necessary to complete the printing in accordance with paragraph 1 above, increase due to circumstances beyond the Supplier’s reasonable control.
5. MATERIALS, ILLUSTRATION AND DESIGN VARIATIONS
The customer will be bound by any variation in the standard and quality of materials supplied by any manufacturer to the Supplier when executing the contract. The Supplier reserves the right to select or substitute suitable alternative material, stock, designs and/or illustrations as it may deem necessary.
6. INDEMNITY
The customer accepts full responsibility for and indemnifies the Supplier against any claims made by third parties for printing, publishing, possessing or distributing defamatory or illegal matter or the infringement of copyright, patent, trade mark or design or any other claim arising out of the Supplier performing in accordance with this contract.
7. GENERAL
7.1 The signatory hereto, where he acts in a representative capacity, warrants that he has the authority to bind his principal to this agreement and furthermore binds himself as surety and co-principal debtor in solidum and renounces the benefits of division and exclusion for the due payment of all amounts owing hereunder.
7.2 The signature of this document by the customer shall constitute an irrevocable offer to the Supplier and a binding contract shall come into being only when such offer is accepted by the Supplier at its Head Office. The representative who tenders this offer to the Supplier shall be deemed to be the customer’s agent for the purpose of tendering the offer to the Supplier at its Head Office which shall be deemed to be the place where the contract is concluded.
7.3 This contract shall be governed by and shall be construed and interpreted in accordance with the laws of the Republic of South Africa, Zambia, Botswana, Lesotho, Swaziland and Namibia.
7.4 If the customer issues a purchase order covering this order, all terms and conditions of the said purchase order which is inconsistent with this order are null and void.