Sales Terms and Conditions

Goods sold or maintained in terms of this invoice, unless paid for in cash on delivery, will remain the sole property of IAdapt until payment for same has been made in full. Notwithstanding this the risk in the goods shall pass to the purchaser immediately upon delivery of such goods to the customer. Where delivery is effected by a carrier, the carrier is deemed to be the purchaser’s agent and delivery to the carrier will constitute delivery to the customer. In the event that the customer fails to make full payment for the goods within the period stipulated below then the customer, by his signature hereto, authorises IAdapt to enter upon any premises where the goods reflected on the delivery note/invoice concerned are situate and take possession of same or remove same from any electronic form or media or storage facility.

For the purposes herein, "goods" means any stock, software, hardware or development deliverables sold by IAdapt to the customer.

Payment Terms:

• Software/HardwareC.O.D.
  (unless otherwise specified, by agreement)
• Development/Consulting/Retainer/Support/Maintenance
  7 days from date of invoice (unless otherwise specified, by agreement)

Any defect in the goods must be reported by the customer within seven (7) days from the date of delivery failing which the goods will be deemed to have been delivered in good order & condition and free of defects.

IAdapt will not be liable for any loss or damage of whatever nature suffered by the customer or any other person as a result of the goods or any part thereof being defective or IAdapt, the manufacturer or any other person failing, in any way, to honour any warranty in connection with the goods or any delay by any person in effecting delivery of the goods or any part thereof or any failure to deliver the goods or any part thereof. Without derogating from the aforegoing IAdapt will not be liable to the customer or to any other person for any loss of profits or other special and/or consequential damages from whatsoever cause arising more specifically arising form any breach by IAdapt of any of its obligations under these conditions of sale. For the purpose of these conditions of sale a "defect" in the goods and/or "defective" includes any fault in the design or programming of any computer software constituting or forming part of the goods and which results in the goods not performing either partially or at all and whether such defect is caused by IAdapt or any other person. IAdapt does not warrant or represent that the goods or any part thereof is compatible with any computer hardware on which the customer may use same. The customer hereby indemnifies IAdapt, its employees and agents against any claim, which may be made against IAdapt; it’s employees or agents in respect of any action made by any person for which liability on the part of IAdapt is excluded in terms of these conditions of sale. IAdapt does not warrant that any claims made by the manufacturer of any goods in respect of those goods are true and correct.

All goods accepted by IAdapt for repairs will be subject to a general lien in favour of IAdapt for all amounts due by the customer to IAdapt. Should any goods be uncollected for 2 (two) months after IAdapt has given notice to the customer that same are available for collection IAdapt will be entitled and the customer hereby authorises IAdapt to dispose thereof without the need to first obtain an appropriate order of court. The proceeds of such disposition after deduction of all costs, charges and expenses incurred by IAdapt in respect thereof, will be utilised in the reduction of the customers obligations without prejudice to IAdapt’s right to recover any amount still owing by the customer to IAdapt.

STOP!!!!!! PLEASE READ

Use of software supplied by IAdapt and its related user documentation are subject to the terms and conditions of the applicable Master Software Licence Agreement ("MSLA") and Maintenance and Support Agreement ("M&S"), a copy of which is found on the enclosed disc or on www.iadapt.co.za. By breaking the seal, you agree to the terms and conditions of the MSLA. If you do not agree to the terms and conditions of the MSLA, promptly return the unused software (in this unopened sleeve) to the place from which you purchased it for a refund. The Purchaser shall not have any defence in the refusal to sign the MSLA if the Software has been opened and installed on his/her/their computers (of any shape or form).

If IAdapt is requested by the customer to inspect any computer hardware used by the customer and/or goods (once installed on such hardware) and it is ascertained by IAdapt that there is no fault with the goods then IAdapt will be entitled to charge the customer in respect of such inspection.

IAdapt will not be liable for any loss or damage to any goods or any special or consequential damages suffered by the customer as a result thereof while the goods are in the possession of IAdapt. "Loss or damage" includes any of loss or damage to computer data stored on the goods or any part thereof.

For all purposes under these conditions of sale the customer consents to the jurisdiction of the Magistrate’s Court having jurisdiction. Notwithstanding this IAdapt may, in its sole discretion, elect to institute any action in the High Court of South Africa or any other Court having jurisdiction are the matter concerned.

No indulgence granted by IAdapt to the customer at any time will constitute a waiver of any of the rights of IAdapt in terms of these conditions of sale.

IAdapt chooses as its domiciluim citandi et executandi the address that appears on the face of this document. The customer similarly chooses its domicilium at the physical address appearing in the "Invoice To" block on the face of the invoice.

No amendment to these conditions of sale will be of any force or effect unless it is reduced to writing and signed by both the parties.

All printed terms and conditions which may be reflected on any invoice or delivery note handed to the customer by IAdapt will be deemed to be accepted by the client/customer on presentation of the invoice and the client/customer agrees that he has been informed by IAdapt that these terms appear on the rear of each invoice, as in clearly marked on the face of the invoice. And all the provisions of these conditions of sale are severable from the others and neither the whole of nor any part of these conditions of sale shall be invalid merely because of the invalidity or unenforceability of any portion of these conditions.

In the event that it may be necessary for IAdapt to institute any legal action against the customer arising from these conditions of sale then the customer will be obliged to pay all of IAdapt’s legal costs as between attorney and own client.

These conditions of sale, and any terms incorporated in these conditions of sale in terms hereof, constitutes the whole agreement between IAdapt and the customer and any purported terms or representations made by any person not contained herein will not be of any force and effect between IAdapt and the customer.

The customer may not withhold payment for any reason whatsoever. All unpaid invoices shall attract interest at a rate of 2% (two percent) above the prime overdraft rate as charged by any commercial and registered South African Bank.

Lapsed subscriptions are subject to a 200% reinstatement fee for the lapsed period.

All hours indicated on the face of this invoice are calculated in MAN HOURS.