Terms and Conditions
1. SALE AND PURCHASE
Cube Gallery (hereinafter "Cube") is an appointed importer and distributor of certain international products.
The Customer wishes to place an order with Cube and to purchase from Cube certain products in terms of this agreement.
The Customer has been made aware that the products that it wishes to purchase from Cube in terms hereof will only be sourced/manufactured by certain international dealers on Cube placing an irrevocable order to purchase the products from it.
Cube hereby agrees to sell the products to the Customer who hereby agrees to purchase the products described in the website (hereinafter "Products").
The purchase price for the Products are those that are set out in the website and are payable by the Customer to Cube as follows:
2.1 70% of the purchase price on acceptance of this order.
2.2 30% of the purchase price on the date that Cube notifies the Customer that the Products have landed in South Africa.
Notwithstanding anything contained in this agreement in the event that the Rand currency should weaken as against the Euro from the date of acceptance of this agreement to the date that Cube notifies the Customer of the arrival of the Products in terms of clause 2.2 above (hereinafter "the Period") then the price as set out above shall increase by the same percentage that the rand exchange rate should weaken as against the Euro during the Period.
3. NO SET-OFF
The Customer shall not be entitled to set-off any claim that it may have against its obligations to pay the purchase price for any of the Products to Cube.
4. NO CANCELLATION
It is recorded and agreed that the Products being purchased in terms of this agreement are "special-order goods" as defined in the Consumer Protection Act No 68 of 2008 and therefore are not subject to cancellation or return by the Customer.
Notwithstanding anything contained in this agreement in the event that Cube should not be able to procure the supply of any of the Products for any reason whatsoever it shall be entitled to cancel the order of such Products with the Customer on a divisible basis.
Cube shall attend to deliver the Products to the Customer’s premises at the delivery address set out above and the Customer recognizes that it is impossible for Cube to fix a delivery date in this agreement as there are numerous factors beyond Cube’s control that could effect the eventual delivery dates as the Products are being manufactured and transported by third parties.
The exact date of delivery will be determined in consultation between Cube and the Customer. The Customer warrants that on the agreed delivery date, the site will be available for free and unencumbered delivery and installation.
Cube shall be entitled to make partial delivery of the Products by instalments and it is agreed that the Products being sold in terms of this agreement are divisible and are each being sold as a separate agreement of sale.
Risk in respect of the Products will pass from Cube to the Customer from the moment of delivery, notwithstanding the provisions of clause 9.
Cube must be notified in writing within 7 days after delivery of the Products of any shortages, wrong Products or damaged Products, and delivery notes must be marked accordingly in order to substantiate any such claims. Cube is not liable for any shortages, wrong Products or damaged Products not so notified.
8. ALTERATIONS TO DESIGN OR FORM
All dimensions and quantities stated in quotations, price lists, correspondence, websites and catalogues are subject to normal trade tolerance in respect of the Products and Cube reserves the right to modify designs and specifications without prior notification.
9. OWNERSHIP OF GOODS
All the Products purchased in terms of this agreement will remain the absolute property of Cube until such time as the Customer has paid to Cube the full purchase price in respect thereof.
Nothing in the clause above shall confer on the Customer the right to return the Products and Cube may institute an action for payment of the purchase price notwithstanding that ownership may not have passed to the Customer or delivery may not have taken place.
10. VALUE–ADDED TAX
Value-added tax shall be payable by the Customer to Cube on the purchase price for the Products.
11. FORCE MAJEURE
Without prejudice to any other provision herein in the event of the performance of any obligation accepted by Cube being prevented, delayed or in any way interfered with by force majeure such as but no limited to acts of God, natural disasters, fire, flood, explosions, earthquakes, epidemics, serious accidents, any act of government, war, strikes or labour troubles at Cube’s premises or elsewhere the inability to obtain the necessary import or export licence or any other cause whatsoever beyond the reasonable control of Cube, Cube may at its option suspend performance of or cancel the contract or so much of it as remains unperformed without liability for loss provided Cube informs the Customer as soon as is reasonable practicable in writing of its inability to perform its obligations. Such suspensions or cancellation shall be without prejudice to Cube’s right to receive payment for all Products previously delivered.
12. BREACH BY CUSTOMER
If the Customer commits any breach of the contract and fails to remedy such breach within 7 days of having received written notice to remedy or becomes unable to pay its debts or commits any act of insolvency or (being a limited Company) goes into provisional/final liquidation Cube may, without prejudice, suspend or terminate the Contract on the unfulfilled part thereof and stop delivery of any Products being manufactured or in transit without prejudice to any other rights or remedy which Cube may lawfully enforce or exercise.
All legal expenses incurred by Cube in cancelling the agreement due to the Customer’s breach of the terms and conditions hereof or for whatever other reason, the Customer shall be liable to pay the legal costs on the scale as between attorney and client, collection commission and tracing fees.
13. GENERAL PROVISIONS
13.1 Entire Agreement
This agreement represents the entire agreement between Cube and the Customer relating to the Products.
To be legally binding, changes or additions hereto shall be in written form. The requirement of written form as used in this agreement shall include means of electronic communication.
13.2 No Waiver
The failure of any party to enforce any of the provisions of this agreement or any rights with respect to this agreement shall in no way be considered as a waiver of such provisions or rights or in any way affect the validity of this agreement. The waiver of any breach of this agreement by any party shall not operate or be construed as a waiver of any other prior or subsequent breach.
If any provision of this agreement is held to be invalid or unenforceable for any reason, such provision shall, if possible, be adjusted rather than voided, in order to achieve a result which corresponds to the fullest possible extent to the intention of the parties. The nullity or adjustment of any provision of this agreement shall not affect the validity and enforceability of any other provision of this agreement.
13.4 No Assignment
Neither party shall assign this agreement (in whole or in part) or any rights, claims, obligations or duties hereunder to any person without the prior written consent of the other party.
This agreement shall be governed and construed in accordance with the laws of South Africa.
For purposes of any legal action which may arise from this agreement, the Customer consents to the jurisdiction of the Magistrate’s Court notwithstanding the fact that such action may otherwise be beyond the jurisdiction of such court, and this clause will be regarded as constituting the necessary written consent granting jurisdiction to the Magistrate’s Court in terms of Section 45 of the Magistrate’s Court Act of 1944, as amended.
Notwithstanding the foregoing, Cube has the right in its discretion to institute legal proceedings against the Customer in any other competent court, which may have jurisdiction to entertain such action.