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General Terms and Conditions of Sale – Inter-Active Technologies (Pty) Ltd

ORDER / INSTRUCTION

  1. By submitting an official purchase order and/or signing the attachedproposal acceptance and/or agreement, the customer confirmsacceptance of the proposal and/or agreement for the provision ofservices and/or equipment at the pricing and the conditionsreflected in the attached proposal and/or agreement at the givenproposal and/or agreement reference.
  2. Inter-Active Technologies (Pty) Ltd reserves the right to accept orreject any order or instruction to proceed with services. This orderwill only be considered firm once signed off by a Director of Inter-Active Technologies (Pty) Ltd. Once accepted, cancellation of theorder will only be accepted in writing, prior to installation, andsubject to a 15% of project price cancellation fee.
  3. If not signed by the customer, this order will be deemed to be aquotation valid for a period of seven (7) days from date ofauthorised signature.
  4. In the event that a variation occurs to the exchange rate of theSouth African Rand relative to any other currency, import taxes,surcharges and duties and any other consideration which is takeninto account in determining the purchase price stipulated in thisproposal between the time when the sale becomes binding anddelivery of the goods or services, then Inter-Active Technologies(Pty) Ltd shall be entitled to adjust the purchase price by anamount commensurate with such variation.


DELIVERY/COMMENCEMENT

  1. Delivery and/or project commencement date is subject to timelyreceipt of all relevant documentation and project planning (financedand non-financed deals) documentation.
  2. All dates of delivery/Installation/commencement of services shallbe treated as approximate dates only and the customer shall nothave any claim of whatsoever nature against Inter-ActiveTechnologies (Pty) Ltd arising from any delay in delivery.
  3. All dates of delivery/installation/commencement of services arefurthermore subject to timely completion of all Telkom, NetworkOperator and/or related documentation and requirements, whereapplicable. The customer must further ensure that the installationsite is in a suitable condition for the installation to proceed withoutany delay.
  4. All liability for loss, theft or damage to any equipment passes to thecustomer on physical delivery. The customer shall sign a deliverynote on delivery of equipment.
  5. Inter-Active Technologies (Pty) Ltd remains the owner of all goodsand services supplied to the customer until such time payment hasbeen received in full. Intellectual property and trademarks shallremain the property of Inter-Active Technologies (Pty) Ltd at alltimes.
  6. Inter-Active Technologies (Pty) Ltd remains the owner of all cellularor other network numbers allocated to the customer by Inter-ActiveTechnologies (Pty) Ltd or one of its registered business partners.


INSTALLATION

  1. Installation and/or project management shall be carried out byInter-Active Technologies (Pty) Ltd or an official agent and/orregistered business partner, in accordance with the latest ICASAspecifications
  2. Where applicable, all cable points if quoted for, are based on amaximum distance of 50 metres from installed equipment. Forcable points beyond 50 metres an additional charge will be levied,subject to site inspection and quote.


MAINTENANCE

  1. Inter-Active Technologies (Pty) Ltd and/or one of its agents orregistered business partners shall maintain equipment supplied,either under equipment warranty or under a signed and acceptedservice level agreement (normally time period based) where “maintenance” shall mean the detection and elimination of faultsas reported by the Customer. This service includes the cost oflabour and the supply and fitting of replacement parts necessary,due to fair wear and tear.
  2. Faulty parts or equipment replaced become the property of Inter-Active Technologies (Pty) Ltd and/or one of its registered agentsor business partners


SERVICE TIMES

  1. Maintenance service will only be carried out from 08h30 to 17h00,Monday to Fridays (excluding public holidays)
  2. The ruling rate for overtime will apply in those cases where theCustomer requires a service outside the above-mentionedworking hours.
  3. In the event where the Customer requires a contract for serviceson a “standby” basis to cover faults arising outside normal workinghours, rates will be quoted on application.
  4. Should a fault be reported and prove to be unfounded, Inter-Active Technologies (Pty) Ltd and/or one of its registered agents orbusiness partners shall charge the Customer at the ruling rates forlabour and transport costs.


EXCLUSIONS
Maintenance service does not include the following:

  1. Rectification of faults caused by unauthorised maintenance ortampering with the equipment, or items not approved or suppliedby Inter-Active Technologies (Pty) Ltd and/or one of its registered agents or business partners, whether by the Customer, or byThird parties unauthorised by Inter-Active Technologies (Pty) Ltd.
  2. Any fault or breakdown related to the Telkom SA. Network, cablework external to the equipment or replacement of batteries.
  3. All items, of any nature, not forming an integral part of theEquipment Units, except as otherwise listed herein.
  4. Repair to the equipment made necessary as a result of but notlimited to, accidental damage, lightning damage, fire, water, fluctuation in main electricity supply, malicious damage, mal-operation or negligence by the Customer, its employees or anyother Third party.
  5. Changes or programming of system database (i.e. class of servicechanges, program speed dial numbers, facility changes, etc)


FAULT REPORTING
The Customer shall report the fault to Inter-Active Technologies (Pty) Ltd telephonically at our office hours number 0860 000 IAT. A reference number will be allocated and given to the Customer. Inter-Active Technologies (Pty) Ltd will attend to the fault and restoreservice in the shortest possible time and where relevant based on theagreed Service Level Response Times.

PAYMENT

  1. Where equipment is purchased outright, the Customer will pay 50%of order value (inclusive of VAT) on delivery of equipment to site,and 50% on commissioning of equipment, upon invoice, unlessotherwise agreed by both parties in writing.
  2. Where equipment is to be supplied and shipped outside theborders of the Republic of South Africa, the customer will berequired to pay 70% of the total purchase value upon presentationof invoice. Delivery to site will be effected once initial payment hasbeen cleared to the Inter-Active Technologies (Pty) Ltd bankaccount.
  3. Where normal services and/or project management is purchased,70% of thefull proposal value is to be paid on presentation of theinvoice within seven (7) working days of acceptance. The balanceof 30% to be paid within seven (7) working days of sign off ascompletion of the project. Where monthly services are purchasedpayment of the monthly service amount will be in full (monthly)within seven (7) days of invoice.
  4. On financed business/orders, all relevant documentation includingsureties must be signed before delivery or commissioning of anyequipment.
  5. Where connection fees are due to Inter-Active Technologies (Pty)Ltd, the customer agrees to pay the full amount within seven daysof the instruction to proceed with the connection of services andlines.


GUARANTEE

  1. Inter-Active Technologies (Pty) Ltd warrants that all goods sold byit or an official agent or registered business partner, shall be freefrom defects in material or workmanship under normal use andservice, 3 (three) months from date of commissioning unlessotherwise stated. Inter-Active Technologies (Pty) Ltd or one of itsregistered agents and/or business partners will repair or replaceany defective material during the warranty period, at its discretion.
  2. This warranty is valid, only if it has not been made null and void as a result of and not limited to:
    1. Acts of God (lightning, floods, etc.)
    2. Vandalism or misuse
    3. Accidental damage
    4. Removal of unique serial number
    5. Tampering and repairs carried out by the Customer orany third party


TRANSFER OF CONTRACT RIGHTS
The Customer shall not be entitled to transfer or cede any of its rights orobligations in terms hereof without the prior written consent from Inter-Active Technologies (Pty) Ltd.


FORCE MAJEURE
Inter-Active Technologies (Pty) Ltd shall not be liable to the Customerfor any failure to perform its obligations due to any circumstancebeyond its control (including, without limitation, strikes, delays causedby any manufacture of goods or shipping agent, riots, civil unrest, waractivity, embargo, fire, explosion, flood or natural causes) and in suchevent Inter-Active Technologies (Pty) Ltd may elect by written notice tocancel any agreement with the Customer or elect that the time forperformance shall be extended until such time as Inter-ActiveTechnologies (Pty) Ltd can reasonably effect performance.


LAW & JURISDICTION
Any disputes in connection with the Terms and Conditions, as statedherein and any special condition of purchase applicable hereto shall besubmitted to the jurisdiction of the South African Courts of law.


PERIOD OF CONTRACT

  1. After the three month warranty period, a maintenance or ServiceLevel agreement may be entered into to upon confirmation by thecustomer. The minimum contract period being 12 months from dateof signature.
  2. This agreement shall be automatically renewed by Inter-ActiveTechnologies (Pty) Ltd on an annual basis for a further period of 12months at an annual escalation as determined by and linked to theConsumer Price index where local content is concerned and theforeign currency variation portion where foreign content isapplicable.
  3. Either party may terminate this contract by giving 3 (three) month’swritten notice of such intention after the initial twelve month contacthas expired.


CHARGES

  1. The charges for the maintenance service of the equipment will bethe total of a basic charge applicable to each maintenance periodand a charge related to the radial distance, if the equipment islocated beyond 50 Km from the Inter-Active Technologies (Pty) Ltdregistered offices.
  2. All maintenance charges shall be payable in advance
  3. Inter-Active Technologies (Pty) Ltd shall be entitled to increase thecharges on an annual basis, by giving the Customer 30 day’swritten notice.
  4. Inability to use the equipment for reasons beyond Inter-ActiveTechnologies (Pty) Ltd control shall not constitute grounds forrefusal of payment.


GENERAL

  1. All contracts contain the whole of the agreement between allparties and supersedes all proposals or prior contracts whether oralor in writing.
  2. The Customer shall not transfer or cede this contract in whole or inpart to any Third party, including any subsidiary, without thepriorwritten consent of Inter-Active Technologies (Pty) Ltd.
  3. Where local or international travel is concerned for provision ofservices, Inter-Active Technologies (Pty) Ltd does not as a ruleinclude travel and accommodation costs in our proposals. Thesecosts will be for the customers account and will be invoicedseparately in advance before commencement of any services ortravel as such.
  4. Inter-Active Technologies (Pty) Ltd will not accept responsibility fornon-delivery of equipment to customer sites where equipment hasbeen handed to freight agents for delivery. Non delivery by thefreight agent does not constitute grounds for non payment or ordercancellation to Inter-Active Technologies (Pty) Ltd.
  5. As a rule all pricing submitted in proposals shall exclude ValueAdded Tax or any other taxes which may be levied locally orinternationally.
  6. Delivery of items and services quoted for is normally six to eightweeks from date of official order placed.
  7. Where proposals are specified as “budgetary”, pricing shall not beconsidered firm or binding and Inter-Active Technologies (Pty) Ltdreserves the right to refuse acceptance of any order based onbudgetary pricing.