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In these terms and conditions, the “goods” means the goods as indicated on any company forms, price lists, quotations, orders or invoices.
1. Prices and Quotations
1.1 The price of the goods sold or services rendered shall be as per NOVACLOUD prices at the time of the order or quotation.
1.2 NOVACLOUD has the right to change the prices of the goods from time to time without prior notice to the APPLICANT (hereafter referred to as the “CLIENT”).
1.3 The validity of any price quoted is subject to availability.
1.4 Any quote may be changed at any time in the event of any increase in the cost price of the goods, including currency fluctuations. Price increases will only be effected if the goods have not yet been dispatched to the CLIENT.
1.5 All pricing is Exclusive of VAT and subject to availability of stock. NOVACLOUD will not be bound by manifest errors, and typographical or clerical mistakes in its documents.
2.1 Payment for goods sold and services rendered is strictly Cash on Delivery unless a credit facility has been approved by NOVACLOUD and in the event of a dispute regarding the amount payable, NOVACLOUD’s prices in terms of its standard price list prevailing at the same time of delivery, shall apply thereto and be binding.
2.2 The CLIENT shall have no right to withhold payment or apply any deduction or set-off against any payment due to NOVACLOUD for any reason whatsoever.
2.3 NOVACLOUD shall have the right to suspend deliveries and refuse to accept Orders if any amount due by the CLIENT is unpaid or the CLIENT’s credit limit is exceeded.
2.4 No credit given, allowance made or indulgence shown by NOVACLOUD in favour of the CLIENT will give rise to any right or entitlement to any further credit, allowance or indulgence, and no waiver of NOVACLOUD’s rights may be implied from any such credit, allowance or indulgence.
2.5 The CLIENT hereby acknowledges that should an amount not be paid on due date, or any cheque tendered as payment is dishonoured, the entire balance then outstanding shall immediately become due and payable without any further notice. The CLIENT shall further pay interest on all overdue amounts at a rate equal to that prescribed in terms of the Prescribed Rate of Interest Act, compounded monthly in arrears, from due date until date of payment. In addition NOVACLOUD shall be entitled to hand the CLIENT over to its attorneys for collection of the outstanding debt and report the CLIENT’s default to Credit Guarantee Insurance Corporation of Africa Limited (CGIC) and the Computer Industry Protection Association (CIPA) for circulation amongst its members, whereby the CLIENT will receive notification of such action
2.6 The CLIENT is responsible for any bank charges incurred by NOVACLOUD when cash deposit payments, forex payments, cheque or dishonoured cheque payments are paid into the NOVACLOUD bank account.
2.7 NOVACLOUD reserves the right to suspend service and repairs of goods including warranty services to the CLIENT if any amount due by the CLIENT is unpaid or overdue.
2.8 NOVACLOUD will only accept cash deposits and cash payments in store up to the value of R5000 inclusive of VAT.
2.9 Payment strictly to reflect in the NOVACLOUD bank account for all orders exceeding R5000 inclusive of VAT, before any stock will be released. Orders paid via Cheque payment method will only be released once the cheque has cleared.
2.10 Proof of payment submitted via sms/text message, copied into emails, screenshots or sent as an attachment will not be accepted as valid proof of payment.
2.11 Cash deposit Payments and Cheque Payments will be subject to a 1.5% additional charge on the value of the order (Inclusive of VAT) covered by the CLIENT for any deposits at the bank to cover bank charges.
2.12 Strictly no refunds will be possible for any returned stock. Credit will remain on the CLIENT’s account for a period of 12 months (365 days) from date of refund.
2.13 Ownership of all goods shall remain vested in NOVACLOUD until NOVACLOUD has received payment in full for the goods purchased.
2.14 Should NOVACLOUD incur costs in the collection of any amount due to it by the CLIENT, the CLIENT shall pay such costs on the attorney-and-client scale.
3.1 The CLIENT hereby confirms that the goods and services on the tax invoice issued duly represent the goods and services ordered by the CLIENT at the prices agreed to by the CLIENT and where performance/delivery has already taken place that the services and goods were inspected and that the CLIENT is satisfied that these conform in all respects to the quality and quantity ordered and are free from any defects.
3.2 NOVACLOUD will accept all written and verbal orders. All such orders and any variations to orders will be binding, subject to these standard terms and conditions and may not be varied or cancelled without prior written consent from NOVACLOUD. NOVACLOUD will not be responsible for any errors or misunderstandings occasioned by the CLIENT’s failure to make the order in writing. NOVACLOUD may require the CLIENT to confirm verbal orders in writing before acceptance of such orders by NOVACLOUD.
3.3 Orders shall constitute irrevocable offers to purchase the goods in question at the usual prices of NOVACLOUD as at the date when the CLIENT places the order of the goods, subject to clause 1.4 above, and shall be capable of acceptance by NOVACLOUD by the delivery of the goods, written acceptance or confirmation of the order.
3.4 In the event that Goods are not collected within 1 (one) week of placement of the Order, NOVACLOUD reserves the right to cancel the Order.
4.1 Goods may be guaranteed under the manufacturer’s product specific warranties only, and all other guarantees and warranties including common law guarantees and warranties in relation to goods and services are hereby specifically excluded by NOVACLOUD.
4.2 All warranties are immediately null and void should any equipment be tampered with or should the seals on the equipment be broken by anyone other than NOVACLOUD or its appointed nominee, or should the goods be operated outside the manufacturer’s specifications.
4.3 NovaCloud will honour all warranties strictly from the date of purchase from NOVACLOUD only.
4.4 Lightning and/or surge damage is not covered under the warranty unless otherwise agreed in writing from NOVACLOUD. This includes lightning and/or surge damage to the surge protected power supplies.
4.5 Physical and/or liquid damage is not covered under the warranty and all warranties are immediately null and void should any physical and/or liquid damage be detected.
4.6 To be valid, warranty claims must be supported by the original tax invoice and the goods must be in their original packaging and must be accompanied by all accessories and manuals must be intact. All items must be returned in “as new” condition.
4.7 NOVACLOUD specifically disclaims the implied warranty of merchantability and fitness for a particular purpose. No representation or warranty, including but not limited to statements of capacity, suitability for use or performance made by employees of NOVACLOUD shall be considered to be a warranty by NOVACLOUD. Any such statements made shall not give rise to any liability or whatsoever nature on the part of NOVACLOUD, its employees, subcontractors or subsidiaries. NOVACLOUD will not be liable to the CLIENT for any loss, damage or expense of any nature, whether direct, special, indirect or consequential, including but not limited to loss or profits arising out of NOVACLOUD’s performance or customers’ use of the goods or services rendered.
4.8 The onus remains on the CLIENT to return goods under/out of warranty to NOVACLOUD for inspection/repair/replacement. Upon notification of the inspection/repair/replacement of the unit by NOVACLOUD the CLIENT is required to collect the unit from NOVACLOUD at their own cost.
4.9 No warranties whether express or implied shall apply, other than those provided in this contract.
4.10 NovaCloud may at its own discretion provide replacement equipment in advance of receiving an indicated warranty claim item back from the CLIENT, on an advanced swop basis. Advanced swop will only be offered by prior arrangement and agreement between NOVACLOUD and the CLIENT, whereas NovaCloud maintains the right to refuse any such services and claims. Should the warranty claim equipment be returned to NovaCloud and no fault is found (NFF) NovaCloud will invoice the client in full for the units provided.
4.11 The CLIENT indemnifies and holds NOVACLOUD (including its employees, subcontractors or subsidiaries) harmless against all claims of whatsoever nature that may be brought or threatened against NOVACLOUD by any third party arising from or in connection with any defect, latent or otherwise in any goods supplied and/or services rendered by NOVACLOUD.
5.1 Since some repairs are done by the original manufacturer abroad, the CLIENT hereby acknowledges and accepts that repairs may take up to 12 weeks.
5.2 NOVACLOUD’s liability in terms of a manufacturer’s warranty is restricted to, in NOVACLOUD or the manufacturer’s discretion, the cost of repair or replacement of faulty goods or services or the granting of credit.
5.3 The CLIENT will be informed as soon as repairs have been completed.
5.4 The CLIENT hereby agrees that any item returned for a repair may be sold by NOVACLOUD to defray the cost of such repair if the item remains uncollected for a period of 30 (thirty) days after the CLIENT has been informed that such repairs have been completed.
5.5 The onus falls on the CLIENT to return any faulty or warranty items and to collect the repaired/replaced units at their own cost.
6. Returned goods
6.1 Return of unwanted goods:
6.1.1 NOVACLOUD reserves the right to charge a handling fee of up to 15% (fifteen per cent) of the value of the returned goods in the event that a CLIENT cancels an order and NOVACLOUD accepts the return of unwanted goods. NOVACLOUD will only entertain such requests if made within 7 (seven) business days of delivery of the goods.
6.1.2 NOVACLOUD reserves the right to offset the value of any goods accepted for return against any amounts due by the CLIENT.
Strictly no cash refunds will be paid.
6.2 Return of goods that did not match the order:
6.2.1 If the goods do not match what was ordered, the CLIENT is requested to notify NOVACLOUD as soon as possible after delivery and the goods must be returned to NOVACLOUD within 7 (seven) business days after delivery.
6.2.2 If the goods are returned because they did not match what was ordered and the goods are not in their original condition and repackaged in their original packaging, NOVACLOUD may be entitled in terms of the Consumer Protection Act to charge a reasonable amount for use of the goods during the time they were in the CLIENT’s possession, any consumption or depletion of the goods, or for necessary restoration costs to render the goods fit for re-stocking.
6.3 Return of defective goods:
6.3.1 The CLIENT may return any defective goods to the premises of NOVACLOUD or its nominee at the CLIENT’s own cost. NOVACLOUD undertakes to replace such goods with items of the same or similar specification, or repair to working order if the item is still under warranty. Replacement units can be in the form of new or refurbished units at NOVACLOUD’s discretion. No refunds will be considered in respect of return of defective goods.
7.1 NOVACLOUD reserves the right to charge delivery fees, as and when necessary at specified rates.
7.2 Any delivery note (copy or original) signed by the CLIENT and/or its authorised representative and/or its nominated agent and held by NOVACLOUD shall be prima facie proof that delivery was made to the CLIENT.
7.3 NOVACLOUD shall be entitled to split the delivery of the goods ordered in the quantities and on the dates it decides, with the prior consent of the CLIENT, which consent shall not be unreasonably withheld.
7.4 In the event of the CLIENT choosing to engage its own third party to transport the goods, the CLIENT indemnifies NOVACLOUD against any claims of any nature whatsoever that may arise from such an agreement, or the performance thereof.
7.5 NOVACLOUD is entitled to engage a third party on its behalf to transport all goods purchased by the CLIENT to the delivery address stipulated by the CLIENT, and the costs of such delivery and transport shall be for the CLIENT’S account.
7.6 If the CLIENT wishes to receive delivery of the goods by a more expensive method of transportation than that normally used by NOVACLOUD, the CLIENT shall make such request in writing and, in the event that NOVACLOUD agrees to arrange such special delivery the additional charges shall be debited to the CLIENT’s account and shall be payable by the CLIENT.
7.7 NOVACLOUD does not guarantee that the goods will be dispatched or delivered on any particular date and time, and the CLIENT shall have no claim against NOVACLOUD in respect of any loss occasioned by any reasonable delay in dispatch or delivery of any goods ordered and/or services rendered, nor may the CLIENT cancel any order by reason of such reasonable delay. A delay which is not due to any fault on the part of NOVACLOUD shall be deemed to be a reasonable delay.
7.8 The CLIENT must inspect the goods on receipt and be satisfied that the goods conform in all respects to the quality and quantity ordered and are free from any defects.
7.9 Incomplete or partial deliveries or goods damaged in transport must be reported to NOVACLOUD’s head office within 2 (two) business days of receipt.
7.10 All goods taken on an evaluation, approval or demonstration basis or all goods taken on consignment by the CLIENT are deemed sold to the CLIENT within 10 (ten) working days of issue if not returned to NOVACLOUD in a perfect condition in the original packaging and with all accessories and manuals intact.
8.1 The CLIENT agrees to the jurisdiction of the Magistrate’s Court in terms of section 45 of Magistrates’ Court Act 32 of 1944 for the recovery of any amount due to NOVACLOUD. Notwithstanding the aforesaid NOVACLOUD shall be entitled to institute action in any other court of competent jurisdiction.
8.2 Notwithstanding any indulgence, concession or extension granted to the CLIENT by NOVACLOUD from time to time, all amounts due to NOVACLOUD shall become due and payable immediately and shall attract interest at a rate equal to that prescribed in terms of the Prescribed Rate of Interest Act compounded monthly in arrears, in the event that the client fails to pay any amount owed to NOVACLOUD when due, breaches this or any other agreement between the CLIENT and NOVACLOUD, or commits any act of insolvency, or if the CLIENT becomes subject to business rescue proceedings, or if the CLIENT suffers any judgment against it which remains unsatisfied for 14 days after such judgment becomes final.
8.3 NOVACLOUD shall be entitled to cede or pledge his interests herein or to trade therewith at his own discretion without the consent of the CLIENT. It may also consent to any alteration, release, relaxation or postponement of the terms hereof and such action shall not be binding on the NOVACLOUD in any way whatsoever unless it has indicated in writing that such action shall be binding.
8.4 NOVACLOUD may allocate any payment to capital, interest, costs or any other item as he deems fit despite any allocation made or deemed to be made by the CLIENT.
8.5 A certificate issued and signed by any director of NOVACLOUD, whose authority need not be proved, in respect of any indebtedness of the customer to NOVACLOUD or in respect of any other fact, including but without limiting the generality of the a foregoing, the fact that such goods were sold and delivered and/or services provided, shall be prima facie proof of the customer’s indebtedness to NOVACLOUD and prima facie proof of delivery of the goods in terms of this contract.
8.6 Under no circumstances shall any supply of goods or services to the CLIENT mean or imply that any intellectual property rights are transferred by NOVACLOUD to the CLIENT. No copyright or other intellectual property right shall accrue to the CLIENT by virtue of work done for or services rendered to the CLIENT by NOVACLOUD, and all such rights arising from the said work or services shall accrue exclusively to NOVACLOUD unless otherwise agreed in writing and signed by both parties.
8.7 The CLIENT shall not under any circumstances, whether directly or indirectly, itself or with or through any other person, persuade, solicit or entice any employee, supplier or other client of NOVACLOUD to terminate their relationship with NOVACLOUD, or otherwise significantly prejudice such relationship. The CLIENT hereby acknowledges that the aforesaid restraint is reasonably necessary to protect the goodwill and legitimate interests of NOVACLOUD, and will endure for a period of 24 months from the date on which NOVACLOUD last supplied any goods or services to the CLIENT.
8.8 NOVACLOUD reserves the right in its sole discretion to vary or amend these terms and conditions from time to time and any such amended or varied terms and conditions shall be binding on the CLIENT from the time that the amended or varied terms are published by NOVACLOUD.
8.9 This contract represents the entire agreement between NOVACLOUD and the CLIENT and shall govern all future contractual relationships between NOVACLOUD and the CLIENT.
8.10 No amendment and/or alteration and/or variation and/or deletion and/or addition and/or cancellation of these terms and conditions, whether consensual or unilateral or bilateral shall be of any force and effect unless reduced to writing and signed by a director of NOVACLOUD. No agreement, whether consensual or unilateral or bilateral, purporting or obligate NOVACLOUD to sign a written agreement to amend, alter, vary, delete, add or cancel these terms and conditions shall be of any force and effect unless reduced to writing and signed by a director of NOVACLOUD.
8.11 No relaxation or indulgence with NOVACLOUD may grant the CLIENT shall prejudice or be deemed to be a waiver of any NOVACLOUD rights in terms of these terms and conditions.
8.12 The CLIENT shall not cede its rights nor assign its obligations under these terms and conditions.
8.13 The CLIENT undertakes to notify NOVACLOUD within 7 (seven) days of any change of address or change in member, director, shareholder, address or the information as set out in the Dealer Application.
8.14 The headings in this document are included for convenience and are not to be taken into account for the purpose of interpreting this contract.
8.15 Each of the terms herein shall be a separate and divisible terms 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.
8.16 The CLIENT undertakes to inform NOVACLOUD in writing at least 14 (fourteen) days prior to the intended selling or alienating of the whole of or any part of the CLIENT business and failure to do so will constitute a material breach of this contract entitling NOVACLOUD to cancel the contract without further notice to the CLIENT.
8.17 The CLIENT understands that the personal information given in the Dealer Application form may be used by NOVACLOUD for the purposes of assessing credit worthiness.
8.18 The CLIENT hereby consents to and authorises NOVACLOUD at all times to furnish credit information concerning the CLIENT’s dealing with NOVACLOUD to a credit bureau and to any third party seeking a trade reference regarding the CLIENT in his dealings with NOVACLOUD.
a) NOVACLOUD may refer any dispute arising from or in connection with this contract to arbitration which arbitration award shall be final and binding on the CLIENT and NOVACLOUD.
b) The arbitrator will be a person agreed upon by the parties or failing agreement, appointed by the Arbitration Foundation of Southern Africa, who shall then finally resolve the dispute or issue in accordance with the Rules of the Arbitration Foundation of SA.
c) The arbitration must be held at the place and in accordance with whatever procedures, the arbitrator considers appropriate.