Terms & Conditions
Basic Terms and Conditions of Sale- Lichen Systems (Pty) Ltd
I/We, (hereinafter below referred to as “the customer”) agree to the basic terms and conditions of sale listed hereunder by Lichen Systems (Pty) Ltd (hereinafter referred to as “LS”)
in respect of goods to be supplied and/or services to be rendered:
1.0 Change of address
1.1 The customer chooses domicilium citandi et executandi (“chosen address for service of all correspondence, notices and legal process”) at the address set out by the customer upon sign up on the LS Website – www.lichensystems.com
1.2 The customer undertakes to notify LS in writing within 7 (seven) days of any change of address.
2.0 Change of ownership
2.1 The customer undertakes to notify LS in writing within 21 (twenty one) days of any change in ownership of the customer’s business, or should the customer be a company, of its share transactions whereby the majority shareholding is affected. The customer acknowledges that immediately upon any change of ownership in the customer any outstanding amount, whether due or not, shall be deemed to be forthwith payable by the customer to LS
3.0 Pricing increments
3.1 Prices quoted are determined from time to time and are subject to increases at the discretion of LS who shall be entitled to increase the cost of goods delivered or services rendered to the customer without prior written notice except where a customer’s order has been accepted by LS.
3.2 Quotations are valid for the period indicated thereon and upon expiry of the validity period, unless the assumptions and input costs that were used to calculate the price reflected on the quote, have changed and result in an increased cost to LS in delivering such services.
3.3 LS shall have the right to renegotiate the price of the goods or services where legitimate errors and material changes that effect on the price have occurred. The new pricing will be concluded by written mutual agreement between the parties.
3.4 The price may include a delivery fee for delivery of the goods to the customer.
3.5 Should a legitimate error be made by LS’s employee, agent, servant in relation to any price quoted to the customer, the customer shall be notified of any price change.
4.0 Valid orders
4.1 In the event of any order being given to LS on an order form reflecting the customer’s name as the entity from which the order emanates, such order shall be deemed to have emanated from the customer, notwithstanding the fact that such order may have been given or signed by a person not authorised by the customer, and such order will be deemed to constitute valid delivery. It is further the sole responsibility of the customer to determine that goods ordered are suitable for the purposes of the intended use.
4.2 Orders placed by the customer for LS’s goods or services, shall be made in writing, alternatively, they may be placed telephonically and subsequently confirmed in writing or via the LS Online Website, to the nominated domicilium and/or email address of LS.
4.3 In the event that LS does not have stock of the goods purchased, LS shall procure the same or similar goods from an alternative source at the same price subject to the customer’s consent; LS shall not be liable for shortage of stock in circumstances that are beyond the control of LS.
5.0 Delivery
5.1 The customer agrees that the signature of any agent, contractor, sub-contractor or employee of the customer on LS’s official delivery note/invoice/waybill, or the delivery note of any authorised independent carrier will constitute valid delivery of the goods purchased.
5.2 Any delivery date stated on any order confirmation is approximate only. LS shall not be bound by that date but will make all reasonable efforts to deliver by that date.
5.3 Whilst LS will endeavour to ensure that goods are delivered timeously, it shall not be responsible for any delays in the delivery of such goods, and the customer shall not be entitled to refuse acceptance of such late deliveries.
5.4 The risk in and to the goods shall pass from LS to the customer at the time of delivery notwithstanding that ownership will not pass to the customer until full payment of the purchase price is received. Delivery shall be deemed to have taken place against signature of LS’s or its courier partners delivery note.
5.5 In the event that LS makes delivery of the goods to the customer in instalments, each instalment shall be deemed to be the subject of a separate contract and non-delivery or delay in delivery of any such instalment shall not affect the balance of the contract or entitle the customer to cancel the contract.
5.6 When goods are delivered in accordance with the paragraph 5.5, payments relating to separate deliveries shall be paid as agreed between LS and the customer, and payment by the customer shall not be postponed until such times as all the goods ordered have been delivered.
5.7 If the customer fails to take delivery of the goods ordered due to a direct /indirect act/omission by the customer, its employees or agents, then the risk in the goods shall immediately pass to the customer and the customer shall be liable to pay LS the reasonable costs of storing, insuring and the handling of goods, until delivery takes place. This may be charged at up to 10% of the value of the order or at the discretion of LS based on the nature of the case at hand.
6.0 Cost of delivering items
6.1 All prices of items posted on the website are exclusive of delivery costs and Delivery costs will be stated separately when settling the order and may vary daily for each order.
6.2 LS will deliver to all major centres subject to the specified minimum order values and volumetric limitations.
6.2.1 Delivery outside of major centres can be subject to additional transport cost to outlying* areas. *Any area outside the major centres. A list will be made available on request.
6.2.2 Delivery costs are currently subject to a R80.00 fee should the order value be less than R1 000.00.
6.2.3 Delivery costs will be subject to additional transport costs should the goods exceed a 20Kg maximum mass.
7.0 Delivery Period
7.1 LS shall endeavour to supply the items ordered, provided that LS has such items in stock, to the delivery address within 3 – 5 working days (within the borders of The Republic of South Africa) of the order confirmation and the required proof and receipt of payment. Prior to delivering an order, the buyer may be contacted to verify the correctness of the order. This may cause some delay in delivery.
7.2 When registering on the LS website, buyers must state a telephone number on which they can be reached during the day, so that the delay, if any, will be as short as possible.
7.3 The delivery periods referred to above are indicative and are not guaranteed. Should the order not be delivered within 30 days or otherwise agreed timeline, the buyer will be entitled to cancel the order at no charge.
7.4 LS may dispatch the delivery in parts. Any extra costs for subsequent deliveries will be borne by LS.
8.0 Warranties and repairs
8.1 Goods are guaranteed according to either LS’s specific warranties, or the original Manufacturer’s warranties. Where indicated certain goods may be sold to the customer on the basis of LS not accepting any responsibility for latent defects in which case any product warranties are specifically excluded.
8.2 Should a product supplied to the customer by LS be faulty or require return for credit and where a warranty is applicable, the customer shall contact LS within seven (7) days from the goods becoming defective and arrange for the goods to be returned to LS, where applicable.
8.3 Liability under the above paragraph is restricted to the cost of replacement of faulty goods or granting of a credit to the value of such goods. Any goods returned must be accompanied by the original tax invoice issued by LS.
8.4 All warranties and guarantees shall become immediately null and void should any equipment be tampered with; seals broken; or should the goods be operated outside of specifications.
8.5 Damage caused by lightning strikes, power surges, power spikes, any water/liquid damage or other incidents beyond the control of LS are not covered in any warranties.
8.6 Should LS find no fault with the returned goods, this will be returned to the customer, and a 10% handling fee will be charged.
8.7 Where goods are returned for repair the customer shall be required to accept a cost estimate prior to any repair work being carried out. Any item returned for repair to LS may be sold to defray costs if such repair items are not collected within 60 (sixty) days of such repair being carried out.
9.0 Reservation of ownership
9.1 Until such time as the customer has paid the purchase price in full in respect of any purchase of goods, the ownership in and to all such goods shall remain vested in LS who shall, in its sole discretion, without notice to the customer, be entitled to take possession of any such goods which have not been paid for and in respect of which payment is overdue, in which event the customer shall be entitled to a credit in respect of the goods so returned being the price at which the goods are sold or the value thereof as determined by LS. The customer hereby waives any right it may have for a spoliation order against LS in the event that LS takes possession of any goods.
9.2 Further to the above, goods in possession of the customer bearing LS’s name, trademarks and labels, shall be deemed to be those for which payment has not yet been made, and should any breach of these terms occur, may be repossessed by LS.
9.3Before payment is made in full and upon request by LS, the customer shall provide all necessary information regarding the inventory of the goods. Furthermore, upon request, the customer shall identify on the packaging LS’s title of ownership of the goods and shall notify the customer of assignment of its claims to LS.
10. Damages in transit
10.1 The customer undertakes to inspect goods upon delivery for any damage or defect which may have occurred in transit and to inform the driver and LS immediately during the offloading process of the extent and nature of the damage in transit.
10.2 Notice of claims arising out of damage in transit must be lodged by the customer directly with the carrier, LS shall also be provided with a copy of the notice. In the event of a claim arising out of damage in transit, this inspection by the customer will be referred to.
11.0 Responsibility for losses, damages or delays
11.1 LS will not in any way be responsible for losses; consequential losses; damages or delays sustained by the customer, irrespective of whether this is caused by or arising from any error; discrepancy; defect on specifications; measurements or other instructions; natural disasters, unavoidable accidents of any kind, acts of the State’s enemies, riots, lockouts, cessation of labour, transport delays, shortened hours of labour, insurrection, war, the imposition of any trade boycotts or sanctions of trade restrictions by any government, authority, company or organisation or person or persons, whether within the Republic of South Africa or anywhere else, or any other cause or contingency whatsoever beyond the control of LS.
11.2 LS provides no guarantees or warranties (whether express or implied) as to the suitability of any goods for any purpose for which they are required.
12.0 Payment
12.1 LS Online Website www.lichensystems.com/ accepts payments via credit card (Visa or Mastercard) and direct transfer. Online credit card transactions will be acquired for LS via YOCO
12.2 No credit card details are stored on the website. Users may go to the website (www.yoco.com) to view their security certificate and security policy.
12.3 Customer order details will be stored by LS separately from card details which are entered by the client on YOCO’s secure site. LS scrutinises all transactions very carefully to prevent attempted fraud and a transaction may be refused if LS is not satisfied with its legitimacy
12.4 Placing an item in a shopping basket, or adding it to a wish list without completing the purchase cycle, does not constitute an agreement of sale between LS and the purchaser.
12.5 Users cannot hold LS liable if such items are not available when the purchase cycle is completed later; and/or constitute an order for such an item; and LS may remove such an item from the shopping basket if no stock is available. An agreement of sale between LS and a user only comes into effect if and when a credit card or direct transfer authorisation is received from the issuing bank.
12.6 LS reserves the right to refuse or to accept and/or execute an order without giving any reasons. LS also reserves the right to cancel orders in whole or in part as circumstances dictate. LS shall only be liable to refund monies already paid by the user.
13. Default and Breach
13.1 If the customer fails to perform any of its obligations when due, LS may decline to accept further orders or make further deliveries to the customer or may revoke and/or withdraw and/or suspend and/or cancel and/or close the customer’s Online account/ credit facility/ LS account at any time and any future purchases shall be on terms and conditions as determined by LS in its absolute and sole discretion.
13.2 Should the customer default in making payment of any overdue amounts owing, LS shall be entitled, but not compelled, to forthwith demand that the whole amount outstanding on the account be paid, notwithstanding that a portion of the amount would not be owing in accordance with the agreed terms of payment.
13.3 In the event of LS having to institute any legal proceedings against the customer for breach, repudiation, specific performance or for any other reason whatsoever in terms hereof, the customer undertakes and agrees to pay the company’s legal costs on scale as between Attorney and own Client, including collection commission, tracing charges and any other charges incurred by LS in enforcing its rights in terms hereof.
13.4 Any dispute arising in terms of this agreement may be referred to arbitration in accordance with the rules of the Arbitration Foundation of South Africa or to the Consumer Commission which may have jurisdiction in terms of this agreement, or directly to a court having the requisite jurisdiction.
14.0 General
14.1 It is agreed that these standard terms and conditions of sale shall be governed by the laws of the Republic of South Africa.
14.2 No addition to, variation, or cancellation of these standard terms and conditions of sale shall be of any force or effect unless contained in writing and signed by or on behalf of both parties. In particular, the customer agrees that any term or condition which may on any order, written or verbal and which is at variance with the terms of this agreement, shall be of no force or effect unless incorporated in a document signed by a director of LS and the customer and which has been prepared specifically for the purpose of varying the terms of these conditions.
14.3 The customer hereby consents in terms of Section 45 of the Magistrates court Act No 1944, as amended, to the jurisdiction of the Magistrates Court in respect of any action instituted against the customer by the company. It shall nevertheless be entirely within the discretion of LS as to whether to proceed against the customer in such court or any other court of competent jurisdiction.
14.4 Any relaxation or indulgence which LS may show or allow to the customer shall operate only in respect of the issue in which it was given and shall in no way constitute a novation or waiver or estoppel against or by LS or in any way prejudice LS in respect of its rights against the customer.
14.5 No terms, warranties or representations other than:
14.5.1 Those expressly contained in this document; or
14.5.2 Reduced to writing and signed on behalf of both LS the customer; or
14.5.3 Incorporated in LS’s standard terms and conditions of sale from time to time
Will be of any force or effect as between the parties. The customer acknowledges that it has not relied on any warranties or representations made by LS in influencing its decision to contract with LS.