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1       CONTRACT
1.1.  These terms and conditions of sale of goods and services (“Contract”) apply to all goods and services requested through a Purchase Order (“PO”) by (“Customer”) to SIMPLATEC whose registered office is at NO 4211, Malema Road, Babusi, Gaborone, Botswana
1.2.   All references to “Customer” to refer to the person or juristic person who the products and services are marketed or supplied to by SIMPLATEC.
1.3.   This Contract will come into force between the Customer and SIMPLATEC for the sale of any goods and services when SIMPLATEC has –
1.3.1    received the Customer’s purchase order (“Order”) for the goods and services (“Goods and services”); and
1.3.2    accepted the Order by issuing the Customer with a proforma invoice (“Proforma Invoice”) or in the case where no Proforma Invoice is issued, a tax invoice (“Tax Invoice”).
1.4    Once the above requirements have been met, there is a legally binding contract between the parties.
1.5    SIMPLATEC reserves the right to vary or amend the terms of this Contract from time to time with regards to future sales. The Customer may request a free copy of the latest Contract from SIMPLATEC.

2       PRICES AND AVAILABILITY 
2.1   All prices displayed on the invoice include VAT.
2.2    All prices are exclusive of delivery charges.
2.3   The images of the Goods and services on the Website and/or brochures are for illustrative purposes only and may differ from the actual Goods and services.
2.4  The prices of the Goods and services are as per the SIMPLATEC prices at the time of the Order or quotation (“Quotation”), however prices are linked to the Pula/Rand – Rand/US Dollar exchange rate and are subject to change until date of Quatation, Invoice or Tax Invoice, whichever is issued first.
2.5   The price payable by the Customer will be the price as at the date of the Tax Invoice, this price may differ to the price  on the Website or Quotation due to the fluctuation in the exchange rate of the Rand.
2.6   The Goods and services are subject to availability of stock with our suppliers. If on receipt of the Order, the Goods and services the Customer has ordered are not available in stock, SIMPLATEC will inform the Customer as soon as possible.
2.7    Availability of stock from third party affiliate suppliers may also affect the prices. Every effort is made to ensure that prices shown on the Website are accurate at the time the Customer places the Order. If an error is found, SIMPLATEC will inform the Customer as soon as possible and offer the Customer the option of reconfirming the Order at the correct price, or cancelling the Order. If SIMPLATEC does not receive an Order confirmation within 10 (ten) business days of informing the Customer of the error, the Order will be served automatically as per the latest advice to customer. If the Customer cancels the Order, SIMPLATEC will refund the Customer the price paid for the Goods and services and services, if any.
2.8     SIMPLATEC has the right to change the prices of the Goods and services from time to time without prior notice to the Customer.

3      PLACING OF ORDERS
3.1    SIMPLATEC will accept written and verbal Orders. SIMPLATEC will not be responsible for any errors or misunderstandings occasioned by the Customers’ failure to place a written Order.
3.2    If telephone Orders are placed by the Customer, SIMPLATEC may require such Orders to be confirmed in writing by the Customer, prior to acceptance thereof by SIMPLATEC.
3.3     In instances of large orders the Customer to pay a percentage of up to 50% (fifty per cent) deposit of the estimated Order value to SIMPLATEC.
3.4    In the event that the Customer cancels the Order after acceptance thereof by SIMPLATEC, SIMPLATEC shall be entitled to charge the Customer a reasonable penalty fee in accordance with the Consumer Protection Act. The penalty fee payable will be equivalent to the 20% (twenty per cent) deposit paid.

4      PAYMENT
4.1    Payment terms are strictly cash on completion unless a payment terms agreement has been negotiated and approved by SIMPLATEC.
4.3    Payment can be made by electronic funds transfer (“EFT”) directly into SIMPLATEC’s bank account or Cheque.
4.4    SIMPLATEC will provide the Customer with a Delivery note to sign for any hardware delivery to customer premises.
4.5     The Customer shall not withhold payment or make set offs or deductions from any payment due by it for any reason whatsoever. No extension of payment of any nature will be granted unless reduced to writing and signed by the Customer and a duly authorised representative of SIMPLATEC.
4.6     SIMPLATEC shall have the right to suspend services, refuse to accept Orders if any amount due by the Customer is unpaid or the Customer’s payment terms have been breached.
4.7    If any amount owed is not settled in full on due date or on demand, SIMPLATEC is entitled to, without prejudice to any of its rights;
4.7.1   immediately institute action against the Customer;
4.7.2   hand the Customer over to its attorneys for collection of the outstanding debt the Customer shall be liable for any legal costs incurred related to such collection; and/or
4.8    Should any amount not be paid by the Customer on due date, the full outstanding amount in respect of all purchases by the Customer shall become due and payable, and the Customer shall be liable to pay interest in respect of amounts unpaid at the prime rate (prime rate shall be the variable interest rate calculated and charged from time to time First National Bank Limited to its most favoured corporate customers in respect of unsecured overdraft facilities, as certified by any manager or director of such bank, whose appointment need not be proved and whose certificate shall, save in the event of manifest error, be final and binding on the parties). Such interest shall be calculated and payable daily on the balance outstanding from time to time by the Customer and shall be added to the amount/s due to by the Customer in respect of the outstanding purchase prices of the applicable Goods and services ordered.
4.9   No discount or extension is allowed unless agreed to in writing by a duly authorized representative of SIMPLATEC.

5      DELIVERY
5.1    Goods and services will only be actioned once a PO and/or deposit payment has been received by SIMPLATEC.
5.2   Any delivery note (copy or original) (“Delivery Note”) signed by the Customer and/or its authorised representative and/or its nominated agent and held by SIMPLATEC, shall be prima facie proof that delivery was made to the Customer.
5.3    The Customer must inspect the Goods and services on receipt and be satisfied that the Goods and services conform in all respects to the quality and quantity ordered and are free from any defects.
5.4    Upon receipt of the Goods and services the Customer will be asked to sign completion form for the Goods and services received in good condition. If the service does not appear to be in good order, or the Customer is not satisfied, the SIMPLATEC will make good the area affected.
5.5   SIMPLATEC reserves the right to charge delivery charges.
5.6   All risk in the goods and services passes to the Customer when the Customer collects the goods and services from SIMPLATEC after the customer has signed a delivery order.

6      OWNERSHIP AND RISK
6.1    As stated above, all risk in the goods and services passes to the Customer when the Customer collects the goods and services from SIMPLATEC.   Should the Customer elect to use the preferred courier, SIMPLATEC shall not be liable for any damage too or loss of the goods and services once they leave the premises of SIMPLATEC.  All risk in the goods and services passes to the Customer once handed over to the preferred third party courier. An invoice, signed by the courier shall be proof that the order was collected by the courier on behalf of the Customer. The Customer hereby indemnifies SIMPLATEC from any claims of any nature whatsoever that might arise from engaging the preferred courier's services, unless such claim arises as a result of gross negligence on the part of SIMPLATEC.
6.2    Ownership in all Goods and services sold and delivered shall remain vested in SIMPLATEC until the full purchase price has been paid.

7     GOODS WARRANTY
7.1.1  All Goods and services sold have a 1 (one) year warranty against defects. The Customer must keep their proof of purchase to verify the date of purchase. Please note that, in terms of the Consumer Protection Act, this warranty may fall away if the Goods and services have been altered contrary to instructions or after leaving the control of SIMPLATEC.
7.1.2   The Goods and services warranty will be voided if the damage is caused by carelessness on the part of the customer, fire or natural disasters

8     BREACH
8.1   In the event of either party committing a breach of this Contract and failing to remedy such breach within 7 (seven) days of receipt of a written notice to this effect from the other party then the aggrieved party shall, be entitled to, without prejudice to any of its other rights in law, claim specific performance or to cancel this Contract forthwith upon written notice to the defaulting party, without prejudice to its right to recover any amounts that may be due to it in terms of this Contract and any loss or damage suffered as a consequence of the breach or the cancellation of this Contract.

9       WAIVER AND INDEMNITY
9.1   To the extent permitted by law, SIMPLATEC shall not be liable to the Customer nor to any third party for any loss,   claim, damage, injury or death of whatsoever nature, howsoever arising (including consequential or incidental loss) unless such loss, claim, damage, injury or death arises from gross negligence on the part of SIMPLATEC.
9.2   The Customer shall not duplicate copyrighted material. In the event of the Customer duplicating copyrighted material, each attempt to do so will immediately render the full prevailing price in respect thereof payable to SIMPLATEC.

10       LEGAL PROCEEDINGS
10.1  This Contract shall be governed and construed under and in accordance with the laws of the Republic Botswana and SIMPLATEC shall, at its option and notwithstanding that the amount of its claim or the nature of the relief sought exceeds the jurisdiction of the Magistrate’s Court, be entitled to institute action out of such court.
10.2   The delivery address provided by the Customer as reflected in the Order, Quotation, Proforma Invoice or Tax Invoice shall be the Customer’s domicilium for all purposes in terms of this Contract for giving of any notice, the payment of any sum, the serving of any process and for any other purpose arising from this Contract. SIMPLATEC chooses its domicilium address as NO 4211, Malema Road, Babusi, Gaborone, Botswana
10.3  A notice in terms of this Contract shall be presumed to have been duly given, if delivered by hand, on the date of delivery, if sent by post, 7 (seven) days after posting, if sent by facsimile, on the day that the facsimile is transmitted, if sent by email, the date of the “Read Receipt” notification.

11     GENERAL
11.1   This Contract represents the entire agreement between SIMPLATEC and the Customer and shall govern all future contractual relationships between SIMPLATEC and the Customer.
11.2   The terms of this Contract supersede all previous agreements between the parties, without prejudice to any securities or guarantees held by SIMPLATEC.
11.3   No amendment and/or alteration and/or variation and/or deletion and/or addition and/or cancellation of this Contract, whether consensual or unilateral or bilateral shall be of any force and effect unless reduced to writing and signed by a director of SIMPLATEC.
11.4   No relaxation or indulgence granted to the Customer shall prejudice or be deemed to be a waiver of any SIMPLATEC’s rights in terms of this Contract.
11.5  The Customer shall not cede its rights nor assign its obligations under this Contract, unless prior permission is obtained from SIMPLATEC.
11.6   SIMPLATEC shall at any time in its sole discretion be entitled to cede all or any of its rights in terms of this Contract to any third party upon notice to the Customer. Should such cession of rights be to the detriment of the Customer, the Customer’s permission shall be obtained.
11.7   The Customer undertakes to notify SIMPLATEC within 7 (seven) days of any change of address or change of in director, shareholder, address or the information as set out in this Contract.
11.8   Each of the terms herein shall be a separate and divisible term and if any such term becomes unenforceable for any reason whatsoever, then that term shall be severable and shall not affect the validity of the other terms.
11.9   The Customer undertakes to inform SIMPLATEC in writing at least 14 (fourteen) days prior to the intended selling or alienating of the whole of or any part of the Customer business and failure to do so will constitute a material breach of this Contract entitling SIMPLATEC to cancel the Contract without further notice to the Customer.

12      PROTECTION AND PROCESSING OF PERSONAL INFORMATION
12.1  The Customer understands that the personal information given to SIMPLATEC is to be used for the purposes of assessing credit worthiness and in order to perform in terms of this Contract. The Customer confirms that the information given to SIMPLATEC is accurate and complete. The Customer further agrees to update the information supplied as and when necessary in order to ensure the accuracy of the above information failing which SIMPLATEC will not be liable for inaccuracies.
12.2   SIMPLATEC will not use the Customer’s personal information for any purpose (other than as stated above) without the Customer’s express consent. SIMPLATEC will not use or disclose the Customer’s personal information to third parties without the Customer’s consent, unless the use or disclosure is -
12.2.1   required to carry out the performance of this Contract or any other agreement between the parties;
12.2.2   required in order to comply with applicable law, order of court or legal process; and/or
12.2.3   disclosure is necessary to protect and defend the legitimate interests of SIMPLATEC.
12.3   SIMPLATEC has the Customer’s consent at all times to contact and request information from any persons, credit bureau  or businesses to obtain any information relevant to the Customer’s credit assessment, including, but not limited to information regarding the amounts purchased from suppliers per month, length of time Customer has dealt with each supplier, type of Goods and services purchased and manner and time of payment.
12.4   The Customer agrees and understands that information given in confidence to SIMPLATEC by a third party on the Customer will not be disclosed to the Customer.
12.5   The Customer hereby consents to and authorises SIMPLATEC at all times to furnish credit information concerning the  Customer’s dealing with SIMPLATEC to a credit bureau and to any third party seeking a trade reference regarding the Customer in his dealings with SIMPLATEC.

Date last updated 6th June 2018.

 

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