TERMS AND CONDITIONS IN RESPECT OF SERVICES AND PRODUCTS SUPPLIED BY INDEPENDENT WOODWORKS.
- These Terms and Conditions (“the Terms and Conditions”) govern the Customer’s Order with the Provider, be that by :
- access and use of the Independent Woodworks (“Provider”) website, located at the domain name www.iwood.co.za (“the Website”); or
- the Customer’s Order by other means including inter alia, but not limited to, telephonic, facsimile or in person.
- The Provider manufacturers and distributes furniture and woodwork related products (the “Product”).
- By placing an Order with the Provider, the Customer agrees to be legally bound by these Terms and Conditions.
- In these Terms and Conditions:
- "Account" means the account that the Customer will need to:
- register for on the Site prior to submitting an Order on the Site; or
- register with the Provider prior to placing an Order by other means.
- "Business Day" means a day which is neither (i) a Saturday or Sunday, nor (ii) a public holiday anywhere in South Africa;
- “Customer Identification Form” means the form to be completed by the Customer in order for the Provider to create a Customer Account;
- “Confirmation of Order" means the Provider’s email to the Customer, in which the Provider confirms the identity of the party which the Customer has contracted with in accordance with clause 3.5 below;
- “COD’ means cash on delivery and for the purposes hereof shall include EFT and credit card payments (when available);
- "Contract" means the Customers Order of a Product or Products in accordance with these Terms and Conditions which the Provider accepts in accordance with clause 3 below;
- “Credit Application Form” – means the application from completed and signed by the Customer, when applying for extended payment terms when not paying COD and in accordance with the provisions of the National Credit Act, 2006.
- "Customer" means any individual or legal entity who places an Order with the Provider;
- “Customer Account” means the unique account created on behalf of the Customer, by the Provider, which records the Customer’s details in order for the Provider to execute an Order
- EFT” – means electronic funds transfer and will qualify as a COD when made within 24 (twenty four) hours of the delivery of Products.
- “Products” means the Products described on the Order placed by the Customer;
- “Installation” means the installation of Products following the Contract.
- "Order" means the order submitted by the Customer:
- to the Site to purchase a Product;
- by way of a request by the Customer to purchase, in any other means, the Product.
- references to "clauses" are to clauses of these Terms and Conditions;
- headings are for ease of reference only and shall not affect the interpretation or construction of the Terms and Conditions;
- words imparting the singular shall include the plural and vice versa. Words imparting a gender shall include every gender and references to persons shall include an individual, Provider, corporation, firm or partnership;
- references to "includes" or "including" or like words or expressions shall mean without limitation.
2. Customer Status
- To place an Order with the Provider, the Customer must be 18 years or older.
3. How a Contract is formed
- When placing an Order, the Customer must agree to the terms and condition of the Provider.
- Upon the Customer placing an Order with the Provider, the Provider will transmit to the Customer a Confirmation of Order together with the charges the Customer must pay including VAT and cash handling fee, if applicable.
- The Customer shall pay a 50% deposit, based on the total amount specified in the Confirmation of Order, for the Product in full within 7 (seven) days of receiving the Confirmation of Order
- When the Customer submits an Order to the Provider, the Customer agrees to comply with the applicable Terms and Conditions as att the date of the Order. The Customer is responsible for reviewing the latest Terms and Conditions each time the Customer submits an Order.
- The Order remains valid as an offer until the Provider issues a Confirmation of Order or, if earlier, when the Provider receives a notice from the Customer wherein the Order is revoked.
- A Contract between the Provider and the Customer for the purchase of the Products will not be formed until the Customer’s payment has been approved by the Provider and the Provider has debited the Customer’s credit or debit card for the minimum amount of 50% of the Order.
- The Products delivered will be in accordance with the specification contained in the Confirmation of Order.
- It is the Customer’s responsibility:
- to ensure that it is satisfied with the specifications as set out in the Confirmation of Order;
- to confirm all measurements, colours and configurations as set out in the Confirmation of Order.
- Any modifications or changes to the Confirmation of Order by the Customer will be undertaken following the written approval of the Provider. Where any such changes cause an increase in the cost or time required for performance, the Provider shall be entitled to reissue the Confirmation of Order which accurately records the requested amendments.
- All sales are strictly cash and/or COD basis.
- Unless otherwise agreed to in writing, full payment of the Confirmation of Order is required prior to the delivery of Products. In the event of EFT, proof of transfer must be provided within 24 hours of the intended delivery date.
- Notwithstanding anything to the contrary and unless otherwise agreed upon, in writing, the maximum rate of interest permitted in terms of the National Credit Act, 2006 and the regulations thereto will be levied on all overdue amounts.
6. CREDIT TERMS
- Customers wishing to purchase Products on credit must complete the required credit application form and submit all the relevant documentation.
- Credit applicants specifically consent to verification of their credit worthiness and where necessary may be requested to sign personal surety and/or provide collateral to the satisfaction of the Provider.
7. PRICE FLUCTUATIONS
- Unless otherwise stated the price quoted in the Confirmation of Order, the price is in South African Rands and is based as at the date thereof on the cost ruling with regard to a number of criteria.
- Any Products delivered and not paid for in full remain the property of the Provider until full and final settlement has been received by the Provider.
- We retain the right to cancel or suspend deliveries under the contract if the buyer fails to make any payment due as set out in the original agreement. This also covers bankruptcy and liquidation.
- The Provider undertakes to make every effort to meet the delivery period as quoted, but does not guarantee to do so. The Provider will not under any circumstances accept responsibility for delivery delays due to causes beyond its control, including, but not limited to, acts of God, fire, explosion, strikes, lockouts, inability to obtain components, delays by sub-contractors, actions by government, or losses and delays in transit. A reasonable extension of time shall be granted to the Provider in event of any delays that are beyond its control. The place of delivery will be as specified on the Confirmation of Order.
- Where the Products are not delivered by the Provider or collected by the Customer, but are delivered to an independent carrier, delivery to the carrier shall be deemed to be delivery to the Customer.
- Products are the responsibility of the Provider whilst in transit to the Customer. Liability of the Products is passed on to the Customer after a delivery signature by the Customer or a representative of the Customer has been received by the Provider.
- Any damages or manufacturer's faults should be noted and confirmed in writing by the Customer to the Provider within 2 working days of the Customer’s receipt of the Products.
9. RISK AND OWNERSHIP
- Where the Products have been delivered pursuant to Clause 8.4, the appointed carriers shall be fully responsible for materials lost or damaged in transit.
- The ownership in the Products shall not pass to the Customer until all amounts due from the Customer to the Provider in respect of Products sold, delivered or made available in any other way to the Customer has been paid for in full.
- The Provider shall have the right at any time to give notice of its continued ownership in the Products to every possessor and every landlord of premises in which the Products are stored or may be placed, whether for sale, repair, assembly or otherwise.
- Without prejudice to any of its rights in terms of law, the Provider reserves the right to enter the Customer's premises and to repossess the Products in the event of the Customer failing to make any payments on due date or at all.
10. PACKAGING, PACKING AND SHIPMENT
- Packing will be in accordance with the Provider's standards, unless otherwise specified in writing. Any special packing required by the Customer will be charged for as an extra.
- Once and order is placed and accepted by the Provider, if the Customer thereafter wishes to cancel or vary the order, the Customer shall be reliable for any costs of manufacture incurred by the Provider in relation to same.
- In the event of cancellation by the Customer of the contract or part thereof, or in the event of the Provider cancelling the contract as a result of a breach by the Customer of any of these conditions, the Provider shall be entitled to payment of a standard cancellation fee not less than 40% of the value of the contract so cancelled plus:
- The sales value of all Products delivered.
- The sales value of all Products finished and not delivered at the time of such cancellation.
- The sales value of all materials ordered by the Provider specially for such order whether such materials have been received or not.
- The cost of all labour accumulated on any unfinished Products in process of assembly.
- The sales value of any special engineering and other costs incurred up to the time of cancellation.
- The Provider shall be entitled to suspend or cancel further deliveries and to suspend or cancel work under this or any other contract between the Provider and the Purchaser if any payment is overdue.
- The Provider may, by notice in writing, cancel the Confirmation of Order if the Customer becomes insolvent or makes an arrangement with its creditors or goes into voluntary liquidation or is placed under a provisional or final order of sequestration or judicial management.
- The Installation will be carried out by The Provider or by a contractor team employed by The Provider.
- The Customer must have the installation area clear and ready for the installation team. This is to provide the installation team with a safe working environment and to allow a speedy installation to benefit the Customer.
- The installation team will not touch any form of I.T. . All I.T should be removed and handled by the Customer.
- The guarantee does not cover damage resulting from misuse or neglect.
Product failure due to wear and tear is excluded and the guarantee is applicable to South Africa only.
- Should any parts, materials or components forming part of the Products sold by the Provider to the Customer, be assembled by anyone else than the Provider, then the manufacturer's normal warranty in respect of those parts, materials or components shall apply and no further warranties in this regard will be given by the Provider. The Provider's liability will not extend beyond that of the manufacturer's liability.
- No warranty if offered where underfloor heating is installed.
14. RETURN OF PRODUCTS
- The Customer shall not be entitled to return any Products to the Provider without the Provider's express consent.
- No claim regarding material defects will be entertained by the Provider unless made in writing and delivered to the Provider within the warranty period from the date of delivery of the Products.
- In the event of material defects or shortages in the Products being acknowledged by the Provider, the Provider shall at its option :
- Either exchange the Products for similar Products; or
- Repair the Products.
- If no material faults are found with the Products, then the Provider will charge a handling fee of 50% of the sales price of the Products.
- The Customer shall indemnify the Provider against all damages, penalties, costs, charges and expenses to which the Provider may become liable as a result of purchases, assemblies and installations undertaken on the instructions and according to the specifications of the Customer
- These terms set out the Provider's entire liability in respect of the Products and the Provider's liability under these terms shall be in lieu and to the exclusion of all other warranties, conditions, terms and liabilities expressed or implied statutory or otherwise in respect of the quality or the fitness for any particular purpose of the Products.
- The Provider shall not, under any circumstances, be liable for:
- Any loss or injury whatsoever (including indirect or consequential loss including loss of profit) arising from the supply of the Products, including any loss or injury (whether direct, indirect or consequential) attributed to any negligent act of the Provider or the Provider's servants or agents'; or
- Any representations or warranties as to the Products given by any of the Provider's servants or agents.
17. INTELLECTUAL PROPERTY RIGHTS
- Any patent, copyright or other intellectual property rights owned by the Provider shall remain those of the Provider whether or not the purchase price under that transaction has been paid by the Customer Any information obtained by the Customer from the Provider which is identified as confidential and/or proprietary or is confidential and/or proprietary in nature, may not be disclosed to any third party without the prior written approval of the Provider.
- The Confirmation of Order for export is subject to the Provider obtaining the necessary Export Licence and it is the Customer's responsibility to obtain the necessary Import Permit. Any costs which the Provider may have incurred through the non-availability of the Import Permit on the date on which the Products are ready for dispatch shall be for the Customer's account and in the event of the Import Permit not being available within thirty (30) days after the Products are ready for dispatch the Provider shall be entitled to cancel the contract.
- Alternatively, notwithstanding the provisions of Clause 7.2, Products held pending the availability of an Import Permit may be invoiced by the Provider thirty (30) days after they become ready for dispatch and must be paid for within thirty (30) days thereafter. In such instances, Delivery Note , certified by the Provider's Quality Assurance Manager, shall be acceptable proof that the Products were available for dispatch.
- This document constitutes the sole and entire agreement between the parties.
- The Provider shall not be bound by any express or implied term, representation, warranty, promise or the like not recorded herein.
- No addition to, variation of, or agreed cancellation of this contract shall be of any force or effect unless reduced to writing and signed by both parties.
- No indulgence which the Provider may grant to the Customers party shall constitute a waiver of any of the rights of the Provider, who shall not thereby be precluded from exercising any rights against the Customer which may have arisen in the past or which might arise in the future.
20. Updating of these Terms and Conditions
- The Provider reserves the rights to change, modify, add or remove from portions or the whole of these Terms and Conditions from time to time. Changes to these Terms and Conditions will become effective upon such changes being posted to this Site. It is the Customer’s obligation to periodically check these Terms and Conditions at the Site for changes or updates. The Customer’s continued use of this Site following the posting of changes or updates will be considered notice of the Customer’s acceptance to abide by and be bound by these Terms and Conditions, including such changes or updates.
21. Force Majeure
- The Provider shall not be liable to the Customer for any breach, hindrance or delay in the performance of a Contract attributable to any cause beyond the Provider’s reasonable control, including without limitation any natural disaster and unavoidable incident, actions of third parties (including without limitation hackers, suppliers, governments, quasi-governmental, supra-national or local authorities), insurrection, riot, civil commotion, war, hostilities, warlike operations, national emergencies, terrorism, piracy, arrests, restraints or detainments of any competent authority, strikes or combinations or lock-out of workmen, epidemic, fire, explosion, storm, flood, drought, weather conditions, earthquake, natural disaster, accident, mechanical breakdown, third party software, failure or problems with public utility supplies (including electrical, telecoms or Internet failure), shortage of or inability to obtain supplies, materials, equipment or transportation ("Event of Force Majeure"), regardless of whether the circumstances in question could have been foreseen.
- Either party may terminate a Contract by written notice to the other in the event that the Event of Force Majeure lasts for a period of two Business Days or more, in which event neither party shall be liable to the other by reason of such termination (other than for the refund of a Product already paid for by the Customer and not delivered).
- In the event of any dispute of any nature whatsoever arising between the Customer and the Provider on any matter provided for in, or arising out of these Terms and Conditions, and not resolved through the Customer Relations Department of the Provider, then
- such a dispute shall be submitted to Tokiso (Pty) Ltd), that the dispute remains unresolved following the negotiations of clause 22.1, the parties will submit to mediation in terms of their mediation procedures.
- Unless otherwise agreed between the parties, Tokiso will nominate the mediator.
- The first mediation meeting will be convened to start not later than 7 (seven) days after the date of the written notice.
- The mediation shall be held in Cape Town.
- No party may commence any court proceedings /arbitration in relation to any dispute arising out of this agreement until it has attempted to settle the dispute by mediation and either the mediation has terminated or the other party has failed to participate in the mediation, provided that the right to issue proceedings is not prejudiced by a delay.
- Amendment to the General Business Terms and Conditions
- We reserve the right to amend these Terms and Conditions at any time.
- All notices or demands to either party shall be in writing and may be served by hand delivery, registered mail, email or facsimile at the address of the receiving party as set forth in the Customer Identification Form.