In these conditions, the following words and phrases shall have the meanings ascribed to them below:
'Customer' means the person or party who purchases the Products from the Seller;
'Seller' means Lesson Desk (PTY) Ltd;
'Contract' means any contract between the Seller and the Customer for the sale and purchase of the Products, subject to and incorporating these conditions;
'Products' means any Products agreed in the Contract to be supplied to the Customer by the Seller (including any part or parts of them).
A reference to a particular law is a reference to it, as it is enforced for the time being – taking in account any amendment, extension, application or re- enactment – and includes any subordinate legislation enforced under it, for the time being.
Words in the singular include the plural and in the plural include the singular.
A reference to one gender includes a reference to the other gender.
Condition headings do not affect the interpretation of these conditions.
Subject to any variation under condition,
the Contract shall be on these conditions to the exclusion of all other terms and conditions (including any terms or conditions which the Customer purports to apply under any purchase order, confirmation of order, communication, specification or other document).
No terms or conditions endorsed upon, delivered with or contained in the Customer's purchase order, confirmation of order, specification or other document shall form part of the Contract simply as a result of such document being referred to in the Contract.
These conditions apply to all the Seller's sales and any variation to these conditions and any representations about the Products shall have no effect unless expressly agreed in writing and signed by a director of the Seller.
All orders placed by the Customer are subject to final acceptance by the Seller.
Following receipt of any order, the Seller may send to the Customer an order acknowledgement detailing the Products which have been ordered. This communication is not an order confirmation or order acceptance from the Seller.
Acceptance of the Customer’s order and the completion of the Contract between the Seller and Customer will take place on dispatch to the Customer of the Products ordered unless the Seller has notified the Customer that the order has not been accepted or it has been cancelled by the Customer.
Description and pricing
The description of the Products shall be as set out on the Seller's website and/or the brochure provided with the quotation at the time the Customer receives a quotation.
All samples, drawings, descriptive matter, specifications and advertising issued by the Seller and any descriptions or illustrations contained in the Seller's website and/or brochures are issued or published for the sole purpose of giving an approximate idea of the Products described in them. They shall not form part of the Contract which is not a sale by sample.
Every effort is made by the Seller to ensure that prices shown in advertising material, brochures and quotations are accurate. If an error is found, the Supplier will inform the Customer as soon as possible and offer the option of reconfirming the order at the correct price, or cancelling the order. If the Seller does not receive an order confirmation within 3 days of informing the Customer of the error, the order will be cancelled automatically. If the Customer cancels the order, or if the order is cancelled automatically due to the expiry of the 3-day period, the Seller will refund or re-credit the Customer for any sum that has been paid.
All prices are shown in ZAR ('R') (South African Rand).
Delivery of the Products shall be made:
to the Customer’s address;
at the Seller’s sole discretion, to any address specified by the Customer; or
by the Customer collecting Products at the Seller's Premises at any time after the Seller has notified the Customer that the Products are ready for collection.
The Customer acknowledges that it may be required by the Seller to provide proof of address and identification (in the form of photo identification) prior to delivery being made.
Any dates specified by the Seller for delivery of the Products are intended to be an estimate and time for delivery shall not be made of the essence by notice. If no dates are so specified, delivery shall be within a reasonable time.
Delivery charge will be included in the quotation. If no delivery cost is quoted for, the goods are to be collected by the Customer within 10 working days.
If for any reason the Customer fails to accept delivery of any of the Products when they are ready for delivery, or the Seller is unable to deliver the Products on time because the Customer has not provided appropriate instructions, documents, licences or authorisations, risk in the Products shall pass to the Customer (including for loss or damage caused by the Seller's negligence); the Products shall be deemed to have been delivered; and if the Seller is requested to re-deliver the Products following a failed delivery in accordance with condition, the Seller reserves the right to make an additional charge for such re-delivery.
The Seller may deliver the Products by separate instalments. Each separate instalment shall be a separate Contract and no cancellation or termination of any one Contract relating to an instalment shall entitle the Customer to repudiate or cancel any other Contract or instalment.
The Customer shall be required to notify the Seller of any delivery shortages within 24 hours of delivery. If the Customer fails to notify the Seller of any such shortages within this time scale, the Customer shall be deemed to have accepted delivery of all Products.
The product will become the responsibility of the Customer from the time of delivery to their Premises; with the exception for buyers arranging collections at the Seller’s Premises, or goods shipped outside of South Africa where the responsibility is taken at the time of shipping.
Payment for the Products by the Customer can be made by E.F.T. ('Electronic Funds Transfer') to the account stated on the Invoice. Payment to be made within 7 working days of completion, unless otherwise stated on the accepted quotation.
Every care is taken in the installation of equipment. The Seller will accept no liability for any damage, repair or replacement to the Customer's property, fixtures, fittings and furnishings during the process of installation and/or maintenance. Any specialist work required to make good damage to the Customer's property, fixtures, fittings and furnishings to be carried out at the expense of the Customer.
The goods supplied shall remain the property of the Seller until paid for in full. In the circumstances defined in this condition the Seller shall be entitled, immediately after giving notice of its intention to repossess, to enter upon the Premises of the Customer and repossess any goods or products it is entitled to hereunder. Nothing in this condition shall confer a right upon the Customer to return the goods sold hereunder or to refuse payment or delay payment thereof, unless agreed by the Seller in writing.
Lesson Desk must carry out the Security System Installation during normal working hours with all reasonable skill and care and perform the work in a workmanlike and professional manner. Any work carried out after hours will be charged for as per Lesson Desk's after hours work rate.
Title to any part or parts of the Product purchased by the Customer will pass upon delivery. Until payment is received in full, the Customer must:
1. until such time maintain such part or parts of it in good order and condition; and
2. if payment is not made within 7 days of the due date, the Customer irrevocably authorised the Seller to enter its Premises and agrees that the Seller is entitled to take possession of the part or parts without any liability to the Customer.
The Customer acknowledges and agrees that all cutting of ways, excavation, cable trenching, provision of 240 V mains power connections, cable installation, alterations to existing equipment, interfacing with fire, heat or detection systems and lifting equipment required to work at heights are not included in the Security System Installation unless specified in the Offer.
The Seller will not be responsible for any disruption of network, software or equipment of the Customer caused by the impact of the interface, integration or addition of the Security System supplied by the Seller.
The Customer shall make the Premises available and in such form as to allow the Seller to commence Security System Installation by the date specified in the Offer. The Customer agrees to ensure that the Premises must at all times be a safe working environment and (without limitation) will not contain asbestos or similar hazards. This Agreement is based upon the Seller having free and uninterrupted access to the Premises at all times, and on the Security System being capable of being installed in a continuous sequence. Should restricted access force the Seller to cease or suspend work and/or leave the Premises and return to the Premises at a later time, the reasonable costs of doing so may be added by the Seller to the Fees.
The Customer shall provide adequate facilities at the Premises at no cost to the Seller. Where required and not otherwise stated, these shall include parking facilities, Premises power, Premises lighting, lifting and handling equipment, scaffolding, scissor lifts, elevated work platforms, and rubbish removal skips.
In the event that the Seller has agreed to carry out the Security Service Installation based on information provided by the Customer in relation to the condition of the Premises and the Seller has quoted on the basis of such advice, any unanticipated problems that might arise on the Premises involving extra work or materials may result in the Seller increasing the Fee specified in the Offer.
Minor building works including trenching, backfilling and restoration, provision of penetrations, making good, flashing, chasing, console and joinery work, provision of mounting brackets and foundation plinths are to be performed by others at no cost to the Seller.
If the Seller is delayed in reaching completion of the Security System Installation by the date agreed between the parties as a result of a delay which is outside its reasonable control then the Seller shall be entitled to a reasonable extension of time to complete the Security System Installation.
Should the Seller be delayed in carrying out its work by delays caused by acts or omissions of the Customer, its servants or agents, any contractors or consultants engaged by the Customer or any head contractor or other party to which the Customer has contracted with, then the Seller shall be entitled to claim the reasonable costs of the delay from the Customer, and the amount shall be a debt due and owing to the Seller.
The Customer may, before completion of the Security System Installation, request the Seller in writing to vary the scope of the work involved in the Security System Installation which the Seller may, at its sole discretion choose to accept. The Seller will provide a quotation for the proposed variation, and shall advise in writing the revised Fee, any time extension necessary and the technical impact of any proposed variation. Variations shall be priced by the Seller employing standard price lists or reasonable rates or prices, and shall include an amount for any design costs, management costs, overheads and profit.
The Seller may substitute products or equipment offered as part of the Security System with technically equivalent or superior products provided that the Customer has been informed by the Seller and accepts in writing the alternative product offered prior to its supply.
Notwithstanding clause 11, the Seller may terminate the Security System Installation at any time by providing seven (7) days’ written notice to the Customer.
Limitation of liability
The following provisions set out the entire financial liability of the Seller (including any liability for the acts or omissions of its employees, agents and sub- contractors) to the Customer in respect of:
1. any breach of these conditions;
2. any use made or resale by the Customer of any of the Products, or of any product incorporating any of the Products; and
3. any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract.
Nothing in these conditions excludes or limits the liability of the Seller:
1. for death or personal injury caused by the Seller's negligence; or
2. under the Consumer Protection Act within South Africa; or
3. for any matter which it would be illegal for the Seller to exclude or attempt to exclude its liability; or
4. for fraud or fraudulent misrepresentation.
Subject to condition 1 and 3:
1. The Seller's total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Agreement shall be limited to the Contract price; and
2. The Seller shall not be liable for any direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and similar loss), costs, damages, charges or expenses.
The Seller may assign the Contract or any part of it to any third party.
The Customer shall not be entitled to assign the Contract or any part of it without the prior written consent of the Seller.
The Seller reserves the right to defer the date of delivery or to cancel the Contract or reduce the volume of the Products ordered by the Customer (without liability to the Customer) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of the Seller including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party's workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, provided that, if the event in question continues for a continuous period in excess of 90 days, the Customer shall be entitled to give notice in writing to the Seller to terminate the Contract.
Export of products
The Products may be sold by the Seller for export from South Africa. The Customer shall comply with all applicable legislation and regulations and payment of any duties, import taxes or other costs of import. If the Seller notifies the Customer that export of the products into a country is prohibited under the Sellers export licences, the Customer shall not supply or offer the Products for supply into or within that country. The Customer shall obtain all licences, authorisations and approvals required for export of Products from South Africa or import into any other country and shall indemnify the Seller against any liability in relation to the Customer’s breach of any of the provisions of this condition.
Each right or remedy of the Seller under the Contract is without prejudice to any other right or remedy of the Seller whether under the Contract or not.
If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.
Failure or delay by the Seller in enforcing or partially enforcing any provision of the Contract shall not be construed as a waiver of any of its rights under the Contract.
Any waiver by the Seller of any breach of or any default under any provision of the Contract by the Customer shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of the Contract.
The parties to the Contract do not intend that any term of the Contract shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.
The formation, existence, construction, performance, validity and all aspects of the Contract shall be governed by English law and the parties submit to the exclusive jurisdiction of the English courts.
The Seller is a re-seller and not a manufacturer of the Products. In this respect and to the fullest extent permissible by law, the Seller is unable to offer any express warranties of any kind whatsoever in respect of the Products.
Save to the extent that any exclusion or restriction of liability may be prohibited by statute, all implied warranties relating to the Products (statutory or otherwise) including (without limitation) any warranties relating to quality or fitness for a particular purpose, shall be fully excluded.
The Products may be sold with a manufacturer’s warranty, details of which shall be dispatched with the Products.
Products which are found to be defective following delivery shall be dealt with by the Customer in accordance with any subsisting manufacturer's warranty. For the avoidance of doubt, this may mean that the Products are repaired as opposed to replaced and must be returned directly to the manufacturer as opposed to the Seller.
No cancellation rights
For the avoidance of doubt, the Consumer Protection (Distance Selling) Regulations 2000 do not apply to the sale of Products in the course of a trade, business or profession.