GENERAL CONDITIONS OF SALE AGREEMENT FOR ZENITH FILM DISTRIBUTORS T/A IMPACT VIDEO
GENERAL CONDITIONS OF SALE
The following conditions shall apply between the PURCHASER and the SELLER:
In this agreement, unless inconsistent with the context, the following terms or expressions shall have the meanings as set out hereunder assigned to them:
The PURCHASER as referred to on the face hereof.
Zenith film distributor’s t/a IMPACT VIDEO
The copies of the schedules licensed movies, videos and/or digital video discs (DVD’s) as set out on the face hereof.
The PRICE or PRICES as referred to on the face hereof.
The physical address furnished on the face hereof relating to the PURCHASER or a physical address agreed to by the SELLER.
AGREEMENT TO SELL
2.1 The SELLER hereby sells to the PURCHASER the GOODS at the PRICE.
2.2 Notwithstanding the purchase by the PURCHASER of any GOODS, the PURCHASER shall acquire no rights whatsoever of properly in the cinematography film, sound or intellectual property, embodied in the copies of the GOODS.
DELIVERY OF THE GOODS
3.1 Delivery of copies of GOODS shall be made under cover of a delivery note. The specific titles of GOODS shall be listed and the number of copies of each of the GOODS shall be specified, Receipt of the copies of the GOODS by the PURCHASER shall be detailed in the delivery note, and acknowledged by the PURCHASER. The person acknowledging receipt on behalf of the PURCHASER shall sign a duplicate copy of the delivery note as well as noting the date of delivery of the articles thereof. A duplicate copy of the delivery note shall be delivered to the SELLER. A copy of the delivery note signed by a person acting on behalf of the PURCHASER or purporting to do so, or by the person apparently in charge of the PREMISES shall be deemed to be proof that the specified quantities or the GOODS listed in the delivery note have been received by the PURCHASER, unless the contrary can be proved.
3.2 Unless specifically agreed to between the SELLER and PURCHASER in writing, time for delivery shall not be of the essence of any agreement between the PARTIES and any date for delivery furnished by the SELLER shall be nothing more than an estimate. The SELLER shall not be liable for any delay in delivery, whatever the cause. not for any loss or damage whatsoever caused thereby.
3.3 Unless the SELLER receives a written notice within 48 hours of the date of delivery of a consignment of the GOODS that there was a shortfall or error in the consignment, then it shall be deemed that the consignment delivered was correct per ORDER and that the delivery note correctly reflects the delivery and receipt thereof. The onus of proof regarding anything to the contrary shall lie with the PURCHASER.
4.1 The SELLER hereby guarantees that all the GOODS sold by it shall be free from defect.
4.2 The obligations of the SELLER in terms of the guarantee referred to in
Clause 4.1 above, are limited to the repair or replacement at its option of any GOODS which should have been returned to the SELLER within seven (7) days after the date of delivery, for examination by the SELLER and which examination shall disclose to the SELLER’S satisfaction any such GOODS to be defective. The SELLER, free of any charge to the PURCHASER, shall undertake the repair and/or replacement of any GOODS found to be defective. Any defective GOODS replaced by the SELLER shall become the sale property of the SELLER.
4.3 The provisions of the aforementioned guarantee shall not be applicable on the happening on anyone of the following:
4.3.1 The PURCHASER fails to return allegedly defective GOODS to the
SELLER within the time period referred to.
4.3.2 The PURCHASER has failed to fulfil any of its obligations to the SELLER as per this Agreement.
4.3.3 The defect is due to the misuse, negligence or any other cause beyond the SELLERS control.
4.3.4 The defect is due to any interference or intentional misusage by the PURCHASER and/or third party.
4.4 The onus of proof that the SELLER’S is liable in terms of the guarantee shall rest on the PURCHASER.
4.5 Save as set out above, the PURCHASER waives any claim of whatsoever nature it has or may acquire against the SELLER, whether arising directly or indirectly from any agreements between the PARTIES.
4.6 Neither the SELLER nor any of it’s employees, agents or servants shall be liable for any loss or damage, whether general, special, consequential and/or otherwise suffered by the PURCHASER.
4.7 No guarantee, representation or warranties of any nature whatsoever have been given by the SELLER or any other person acting on behalf of or purporting to act on behalf of the SELLER save as is otherwise contained in this Agreement.
5.1 Payment of the PRICE shall be made by the PURCHASER:
5.1.1 within 30 days of date of invoice where credit facilities apply; or
5.1.2 at the time of delivery of the PURCHASER in all other cases.
5.2 In the event of the PURCHASER tendering a cheque or any other negotiable instrument, then payment will only be deemed to have been made once the said cheque or negotiable instrument has been met by the relevant Bank or paying authority.
5.3 The PURCHASER shall pay interest at the maximum rate allowable in law on all amounts not paid by due date.
5.4 All payments to be made to the SELLER shall be made free of exchange or deduction at the address of the SELLER as set out on the face hereof, or any other address designated by the SELLER in writing.
RESERVATION OF OWNERSHIP
Notwithstanding delivery of the GOODS by the SELLER to the PURCHASER, the GOODS shall remain the sale property of the SELLER until full payment has been received by the SELLER of all amounts due by the PURCHASER to the SELLER
RISK AND DELAY
7.1 Notwithstanding the reservation of ownership, the risk in all GOODS shall pass to the PURCHASER on delivery.
7.2 If the delivery of the GOODS is delayed without fault on the SELLER’S part the SELLER shall be entitled to a reasonable extension within which to execute the delivery
PROHIBITION AGAINST SETOFF
The PURCHASER shall under no circumstances deduct any amount or withhold any payment, due to the SELLER without the prior written authority of the SELLER.