Terms & Conditions TERMS AND CONDITIONS UNIVERSE DIRECT These Terms and Conditions are effective from April 2011.
1. DEFINITIONS
Conditions: these general terms and conditions;
Consumer: an individual who buys or agrees to buy Products and/or Services from Universe Direct for private use;
Customer: legal or natural person who buys or agrees to buy Products and/or Services from Universe Direct, including Consumers;
UD: means the Universe Direct entity identified in your Pro-Forma Invoice and/or Tax Invoice;
Pro-Forma Invoice and/or Tax Invoice: written acceptance by Universe Direct of Customers’ order;
Price: the total remuneration for Products and/or Services payable by Customer to Universe Direct;
Products: an individual good (including Software) as described in any current document published by Universe Direct physically and/or on it internet site, or in any Pro-Forma Invoice and/or Tax Invoice which the Customer buys or agrees to buy from Universe Direct;
Services: general service and support carried out by Universe Direct or its subcontractor in accordance with the Service Offering;
Service Offering(s): the Service options offered by Universe Direct as described in any current document published by Universe Direct physically and/or on it internet site, or in any Pro-Forma Invoice and/or Tax Invoice;
Software: computer operating systems, middleware, applications or other software that is manufactured or owned by, or licensed by, Universe Direct;
Third Party Products: products not manufactured, assembled or authored by Universe Direct that Universe Direct sells.
Third Party Software: computer operating systems, middleware, applications or other software from a third party editor or licensor.
2. APPLICATION
2.1 These Conditions shall apply to all contracts for the sale of Products and/or Services by Universe Direct to Customers.
2.2 These Conditions are to the exclusion of all other terms and conditions unless agreed in writing with Universe Direct.
2.3 All orders for Products and/or Services shall be deemed an offer by Customer to purchase such Products and/or Services pursuant to these Conditions.
2.4 Universe Direct accepts Customer’s offer to purchase under these Conditions by issuing a Pro-Forma Invoice and/or Tax Invoice to Customer. Customer shall be responsible for reviewing the Pro-Forma Invoice and/or Tax Invoice and should contact Universe Direct promptly if Customer notices any mistake or discrepancy; otherwise, Universe Direct will supply and deliver the Product in accordance with the Pro-Forma Invoice and/or Tax Invoice, which shall be binding.
3. QUOTATIONS / CHANGES
3.1 Universe Direct quotations are valid only if in writing and for 7 days after the quotation date, unless otherwise stated in the quotation. Pricing is subject to change with exchange fluctuations.
4. PRICE & PAYMENT
4.1 The Price that Customers have to pay will be shown on Universe Direct’s Pro-Forma Invoice and/or Tax Invoice and invoices.
4.2 Payment shall be made before supply or Service, or if agreed in writing, within 30 days of the date of invoice. Universe Direct may suspend delivery until full payment is received.
4.3 For non-Consumer orders from a larger group to be delivered in the future, Universe Direct may adjust prices due to changes to exchange rates, duties, and insurance, freight and purchase costs.
4.4 If payment is late, and you purchase as a company, the maximum statutory interest rate will apply on the late amount and if you purchase as a Consumer, interest will be at 3% above the prime lending rate on the late amount. In either case, the costs of recovery shall be payable by you. Universe Direct may suspend deliveries or Service until full payment for that order.
5. DELIVERY
5.1 The delivery date specified in the Pro-Forma Invoice and/or Tax Invoice is an estimate. The place of delivery is as stated in the Pro-Forma Invoice and/or Tax Invoice.
5.2 For practical reasons, Products may be delivered by installments (for example delivery of Third Party Products, manufactured at a different time to a Universe Direct manufactured product).
5.3 Any missing, wrong or damaged Products or packaging should be noted on the waybill prior to signing it.
6. OWNERSHIP AND RISK
6.1 Ownership to Products only passes on receipt by Universe Direct of full payment. Universe Direct may recover any Products supplied at any time prior to ownership passing if Customer is in breach of these Conditions.
6.2 Risk passes to Customer or their representative on delivery of the Products.
7. ACCEPTANCE - CONSUMER COOLING OFF
7.1 Non-Consumer Acceptance: Non-Consumers may only reject Product for material non-conformity with the contract by providing written notice to Universe Direct within 7 days after delivery or otherwise shall be deemed to have accepted the Products. A handling fee of 20% ex vat may be levied on Dell build to order purchases;
7.2 Consumer Cooling Off Period: Consumers only may cancel their orders within 7 working days (all days other than weekends and local public holidays) after the day of receipt of the order. Universe Direct may ask for confirmation of the cancellation in writing. Consumer’s right to cancel is lost for software and Services if the Consumer starts to use them and for Products if the Consumer makes them unfit for sale. Products must be returned at the Consumer’s risk undamaged and in their original packaging. Universe Direct will refund the Price less any recovery costs and allowances for Product damage within 30 days of receipt of the Product and any reasonable allowance for damage to or loss of the Product caused by the Customer’s acts or omissions. Note 7.1 a handling fee may be charged;
7.3 If Customer chooses not to accept the operating system license at start-up, if any, Universe Direct will only accept the return of the entire Product for refund subject to the time periods specified in this clause for Consumers and non-Consumers respectively.
7.4 For all returns, Product(s) must be made available for collection as and when reasonably requested by Universe Direct.
8. WARRANTY AND SERVICES
Materials and Workmanship
8.1 Universe Direct will repair or replace Product which is defective, other than Third Party Products, in accordance with the warranty period dictated on the product(s);
8.2 Universe Direct warrants spare parts for 90 days from invoice date. Universe Direct owns any Product or parts removed and replaced during repair. Universe Direct will charge Customer if such removed and replaced Product or parts are not returned upon request.
8.3 Universe Direct will pass to Customers the benefit of any warranty or guarantee given by the manufacturer or Universe Direct supplier of Third Party Products.
8.4 Universe Direct’s obligations are contingent upon proper use of the Products and do not cover any part of the Products which have been modified or repaired without Universe Direct’s prior written consent. These obligations do not apply if a defect is caused by an external cause such as accident, hazard, humidity control, electrical stress or other environmental conditions, or as otherwise stated in any Service Offering purchased or associated with the Product(s). Notwithstanding the above, the following are excluded from Service unless stated otherwise in the Service Offering: work outside local working hours, relocation, preventative maintenance, consumables, repairs to Products that are functioning within industry standards including without limitation defective pixels on monitors, transfer of data or
Software and viruses. Parts not critical to Product function, including but not limited to hinges, doors, cosmetic features, and frames, are not serviced.
8.5 Universe Direct repairs using components, which are new or equivalent to new in accordance with industry standards and practice. Notebook batteries are delivered with a maximum one-year warranty unless a shorter period is stated.
8.6 Universe Direct does not give any warranty that the Products are fit for any particular purpose or that the products will achieve any particular performance criteria unless agreed in writing by Universe Direct.
8.7 Except as expressly provided in these Conditions, no warranty, express or implied, as to the condition, quality, performance, merchantability, or durability of the Products is given or assumed by Universe Direct and all such warranties are hereby excluded. Customer is responsible for removal of non-Universe Direct
supplied products and the back up and confidentiality of all data in Product including before any services are provided.
8.8 Service may be provided via telephone or Internet where appropriate. Customers must provide Universe Direct with all reasonable courtesy, information and cooperation to enable Universe Direct to deliver the Services and shall be responsible for all telephone and postal changes in contacting Universe Direct, unless otherwise stipulated in the products warranty agreement;
9. LIABILITY
9.1. Universe Direct will not be liable to Customers for:
(i) loss resulting from any defect or deficiency in Products or Services which Universe Direct shall have remedied within a reasonable time;
(ii) indirect or consequential loss such as loss of business, profits, salary, revenue, data or anticipated savings;
(iii) loss which could have been avoided by Customer following Universe Direct’s reasonable advice and instructions;
(iv) loss which arises as a consequence of Universe Direct using Customer provided or specified materials or instructions; or
(v) any loss arising out of failure by Customer to keep full and up-to-date security copies of computer programs and data.
10. CONFIDENTIALITY
Each party must treat all information received from the other which appears to be confidential as it would treat its own confidential information generally, but no less than to a reasonable degree of care.
11. TERMINATION
Either party may terminate if the other:
(i) Commits a material or persistent breach of these Conditions and fails to remedy such breach within 30 days of written notice;
(ii) The other becomes insolvent or is unable to pay debts as they fall due. Universe Direct may terminate with immediate written notice if Customer: (i) fails to pay on time;
(ii) Customer breaches or Universe Direct reasonably suspects Customer has breached export control laws.
12. LAW AND JURIDICTION
South African law is applicable and both parties agree to submit to the exclusive jurisdiction of the South African courts.
13. ASSIGNMENT
Universe Direct may assign, subcontract or transfer its obligations or rights to a competent third party in whole or in part. Customer may do so only with Universe Direct’s written consent.
14. MISCELLANOUS
Customer can find all Universe Direct policies, Product and Service Offering details and notices at www.universe-direct.co.za.
I/We hereby undertake to abide by UNIVERSE DIRECT Terms and Conditions of Sale.
Company Name: _____________________________________________________
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