Service Level Agreement

Service Level Agreement | General Terms and Conditions

1. Definitions

The following words shall unless indicated otherwise, have the following meanings:

• “Agreement” means this Contract of Sale Agreement, including any Appendixes attached hereto.
• “Party” or “Parties” means the Seller or the Buyer, individually, or the Seller and the Buyer, collectively.
• “Product” means the Product to be sold by the Seller and purchased by the Buyer hereunder, precisely as specified in the attached Appendix hereto.

1. The Product

• The Seller shall sell to the Buyer the Product as agreed to in the Appendix hereto, at a price quoted and accepted for the Product.
• Subject to 2.1 above, the Seller shall maintain the right to withdraw, temporarily or permanently, the website, pricelist, brochures, or any part of it, with or without notice to the Buyer. The Seller shall not be liable to the Buyer or any other third party for any damages caused as a result of modification to the Product or any full or partial withdrawals.
• The Seller shall be subject to 2.1.and 2.2. above notify as far as reasonably possible all retail clients who make repeat orders of any decision to materially change, modify or improve a product in any way for future production. Such changes shall not be subject to the notification or approval by the client.
• The Seller shall be subject to 2.1.and 2.2. above notify as far as reasonably possible all retail clients who make repeat orders of any decision to discontinue the manufacture of a particular product in writing by no later than 1 month before the decision is implemented. These clients shall have the opportunity to submit purchase orders for the last order of the Product in its unchanged form. The Seller shall have the right to elect whether the last orders will be manufactured or not, depending on order numbers, availability of labor and raw material, or any other relevant input cost.

1. Quotations

• Quotations will be provided to Buyers or Prospective Buyers in writing upon such a request being made by a Buyer or Prospective Buyer.
• Quotations provided by the Seller are to be accepted by the Buyer in writing before the order will be registered for manufacturing.
• Manufacturing on the part of the Seller will, in the normal course of business, only commence once the Buyer has made payment to the Seller unless there are specific alternative payment terms agreed by the parties and have been reduced to writing.

1. Samples

• Samples will be produced or made available to Buyers or Prospective Buyers upon special request.
• Buyers who proceed with bulk orders after having received samples will receive a credit note for any price differences there may be between the sample unit cost and the order unit cost.

1. Orders

• Orders must be submitted by the Buyer to the Seller in writing to orders@campcover.co.za.
• The following information should be included when an order is made:
• The purchase order number and order date
• The product item number
• The quantity of the Product ordered
• The postal and physical address of the Buyer
• The telephone number, fax number, mobile number, and e-mail address of the Buyer
• The Buyer’s VAT number
• Special instructions related to the order
• Transport mode and delivery requirements
• Verbal orders shall carry no force or effect on either of the contracting parties.
• The Seller shall only carry an obligation to manufacture a product of which the order acceptance has been confirmed in writing.
• Once the Seller confirms orders in writing, the Buyer shall become liable to the Seller for the full purchase price.
• The Seller shall issue the Buyer a receipt of having received a payment, according to the amount received in payment.
• Buyers will be notified within 24 hours of products that are out of stock, and the Buyer will contact the Seller to engage on what an acceptable period would be for the Seller and the Buyer to manufacture the goods in. Should the parties not be able to come to an agreement on the timeframes, the sale of the goods will be canceled, and the Seller shall refund the Buyer any amount already paid to the Seller in relation to the specific order.
• In order to avoid trademark infringement and prevent counterfeit trademark goods, Camp Cover will not assist the client without written permission and valid authorization to trade under the registered trademark.

1. Transport & Delivery Terms

• Transport and delivery cost shall be charged separately and in addition to the price of the goods ordered. All prices quotes shall exclude VAT.
• The Buyer shall be liable for transport, delivery costs, and insurance (if insurance is chosen), which shall be invoiced by the Seller together with the Product ordered. The Seller shall make a payment towards the transport and delivery service provider(s).
• The Buyer shall have the option to choose how they choose the transport and delivery if the Product is not collected from the Seller. The following selection is made by the Buyer (please tick):

1. Budget Option: Delivery within three working days to main centers and 3 – 4 working days to outline areas. (This is usually the most affordable option available); or
2. Economy Option: Delivery within 2 working days to main centers and 2 – 3 working days to outline areas.
3. Overnight / Next day Option: Delivery within one working day to main centers and 2 working days in outline areas. (This option is available to outline or remote areas but typically attracts exorbitant prices.)

• Insurance Option: The risk of damage or shrinkage of the goods while in transit shall pass from the Seller to the Buyer Ex Works upon the goods leaving the Seller’s premises. This option may be chosen with any of the above-listed options for delivery and will be determined by the insurance options available at the time from the courier service used.
• In the event of the Buyer requiring the delivery of the goods to be made to the premises of the Buyer, and the Buyer chooses one of the options as set out in 6.3 above, the Buyer shall ensure that it uses a receiving address where a responsible person above the age of 16 shall at all times be present between 8am and 5pm to accept the delivery and acknowledge receipt of the goods.
• In the event of the Buyer not complying with the immediate above requirement, and in the event of a subsequent failed delivery by the courier company, the Buyer shall be liable for any additional cost necessary to deliver the Product. The Buyer may also be liable for an administration charge related to the re-delivery of the goods.
• The Seller shall provide the Buyer, together with the goods and the invoice, a copy of the packing manifest which is to be kept by the Buyer, in the event that the Buyer wishes to dispute the quantity or quality of the goods which were sold to the Buyer.
• Defective (in any way whatsoever) deliveries shall be reported to the Seller within 24 hours of the delivery being made.
• The Seller shall guarantee the date on which the Product will be ready for shipment but does not guarantee the delivery date of the Product to the Buyer.
• The Product shall be delivered by the Seller Ex Works (at the premises of the Seller) unless specifically agreed otherwise. Risk of loss of or damage to the products shall pass to the Buyer upon delivery Ex Works unless specifically agreed otherwise.
• The Product shall be packaged in a manner that is in line with the packing requirements set out in Appendix A hereto and which shall reasonably prevent damage during transport.
• The Product shall at all times be packaged by using packaging tape with the Seller’s branding on it. Should the Product be delivered in packaging with alternative packaging tape or should the taping seal be broken, the Buyer should not take receipt of the goods and contact the Seller as soon as possible.
• All products packaged by the Seller will be inspected before shipment. If the delivered Product differs from the product description in the packing manifest, the Buyer should not take acceptance of the delivery and should notify the Seller with immediate effect.
• Collection of the Product by the Buyer at the premises of the Seller should be affected before 16:00 Mondays – Thursdays and before 14:00 on Fridays.

1. Price and payment

• The price of the Product shall be quoted per unit exclusive of VAT or any other taxes or shipment costs and must also be paid in South African Rands unless specifically indicated otherwise.
• All prices quoted for products manufactured by the Seller shall be valid for a period of thirty (30) days unless specifically indicated otherwise. Shipping costs may vary and are not guaranteed by the Seller.
• Unless there is a specific agreement in place between the Seller and the Buyer on the payment terms of the goods, which dictate differently, all orders are to be paid, and proof of payment presented before products will be shipped from the premises of the Seller. Proof of payment can be faxed to (021) 905 5010 or e-mailed to debtors@campcover.co.za
• An invoice and receipt will be supplied to all Buyers.
• Buyers with special payment terms in place who fail to meet the specific payment terms as agreed on between the Buyer and the Seller hereby agree that the sale price of the goods shall increase pro-rata by 15% per annum.
• Buyers, for whom the conditions in 7.3 above are waived, shall make payment to the Seller within 30 days of the invoice being presented to the Buyer.
• Any discrepancies in the Product, the invoice, or the receipt supplied to the Buyer by the Seller should be brought to the attention of the Seller within 24 hours of the Buyer receiving the same. This should be done in writing by the Buyer and should be accompanied by a copy of the invoice and the packing manifest.
• Ownership of the Product shall only pass to the Buyer upon the full settlement of the invoice amount supplied by the Seller to the Buyer, irrespective of whether the Buyer may be in possession of the goods before the invoice amount is settled.
• The Buyer shall be responsible for any and all legal costs (including any collection costs incidental to the debt collection) incurred by the Seller in the event of the Seller having to take legal action against Buyer for the Buyer failing to make payment to the Seller for the Product purchased.
• The Seller and the Buyer hereby agree that payment may be affected from the Buyer to the Seller by means of an electronic bank transfer (EFT), payment in cash (South African Rands) & card payments (debit- and credit cards will be accepted). The Seller shall strictly not accept any payment by cheque.
• The Buyer hereby commits not to sell the Product to clients for more than a maximum of 20% more than the recommended selling price, as determined from time to time by the Seller.

1. Product warranty

• The Seller warrants that for six months from the date of delivery (“Warranty Period”) the Product will be free from material defects in design, materials, and workmanship and will substantially conform to the specifications set out in Appendix A hereto.
• The warranty of this Clause 8 excludes defects resulting from (i) normal wear, tear, or deterioration, (ii) accident, corrosion, or other external cause, (iii) improper storage, installation, service, maintenance, or use, (iv) repairs or modifications not authorized by the Seller, (v) negligence or (vi) malice.
• Any discrepancies in the Product, the invoice, or the receipt supplied to the Buyer should be brought to the attention of the Seller within 4 weeks of the Buyer receiving the same. The Buyer should refrain from using any product(s) which it claims to be defective in order to minimize damage to the Product on account of it being used in a defective state.
• The Seller shall not be liable for damage to any product if the product user becomes aware of damage to the Product and continues to use it further.
• The Seller shall exercise the sole discretion to repair or replace any defective Product or part(s) within a reasonable time, always provided that the Buyer notifies the Seller of such warranty claim in writing without undue delay and that the product defect falls within the above Warranty Period.
• Upon the Seller’s request, the Buyer shall, at its risk and expense of the Buyer, return any defective Product or part(s) to the Seller in accordance with the Seller’s return instructions. Should the Seller elect to repair or replace the Product, the Buyer shall be credited with the cost incurred for the return of the Product, subject to such costs being reasonable and the Buyer showing proof of such expenses incurred. The shipping cost of the Product back to the Buyer shall be borne by the Seller when the goods are repaired or replaced.
• Should the Seller elect not to repair or replace the goods, the Buyer shall be responsible for the collection of the goods from the premises of the Seller or to arrange for shipment of the goods ex-works. The Buyer shall bare the costs of shipping under these circumstances.
• All repairs and replacements made are warranted for 6 months from the date of repair or replacement of the Product unless the repair or replacement made still falls under the initial one-year guarantee, in which case the latter will be applicable. The 3-month warranty on repairs only covers the specific repair work carried on, not the entire Product.

1. Product liability

• The Seller shall not be liable for any direct, indirect, general, special, incidental, or consequential damages (including – without limitation – data loss, lost revenues, and lost profit) which may result from the inability to use or the correct or incorrect use, abuse or misuse of the Product.
• The Seller’s products are designed for recreational use. They do not carry any warranties for professional use, protection against bodily harm or equipment, criminality such as theft, or to withstand severe weather conditions or acts of God.
• The Product uses indicated on the products do not offer absolute guarantees in any way.
• No equipment is supplied with the products unless specifically indicated otherwise.

1. Intellectual property & Patent infringement

• All designs, trademarks, stitching, embroidery, printing, and any other branding are registered to the Seller and may in no way, shape, or form be infringed, duplicated, copied, used to manufacture, combined with other products, sold under a different name or manipulated in any way by the Buyer, without the written permission of the Seller.
• The Seller shall further own all information, know-how, results, data, designs, drawings, inventions, photographs, maps, models, programs, reports, specifications, and other materials or works of whatever nature conceived, developed, made, or otherwise produced in the course of, or otherwise arising from the performance of the Contract.
• The Buyer shall be liable for all legal action deemed necessary in response to a violation on the part of the Buyer of the Seller’s intellectual property, on an attorney and own client scale.
• If the Buyer receives a claim or otherwise becomes aware that the Product or any part thereof as manufactured by the Seller infringes a third-party patent or other proprietary rights, the Buyer shall notify the Seller immediately in writing.
• The Seller shall, at its own expense, be entitled to participate in defense of any claim against the Buyer (should the Seller elect to get involved) that the Product or any part thereof infringes a third-party patent or other proprietary rights (“Claim”).
• The way in which the products are packaged forms part of the intellectual property of the Seller. No products may be re-packaged by the Buyer before selling them off. Re-packaging will be viewed by the parties as a material violation of this Agreement.

1. Confidentiality

• Parties shall keep all information obtained from the other Party in connection with the performance of the Agreement strictly confidential and shall not disclose such information to any third party or use it for any purpose other than the performance of the Agreement without the other Party’s prior written consent.
• The restrictions in Clause 8 hereof shall not apply to any information generally available to the public, obtained by a Party in good faith from a third party, independently developed by a Party without the use of the Seller’s information or required to be disclosed by law.

1. Limitation on liability generally.

• The Seller shall not be responsible for any failure to fulfill any term or condition of the Agreement due to an event outside its reasonable control (force majeure). If such event continues for 14 days or more, the non-affected Party may terminate the Agreement by written notice and without liability to the affected Party.
• In no event shall the Seller be liable for any consequential, incidental, special, punitive, or exemplary loss, including, but not limited to, loss of profit, loss of revenue, loss of business, loss of goodwill, loss of anticipated savings, or profits or cost of procuring substitute goods or services.

1. Termination

The Agreement shall commence when signed by both Parties and shall continue on an ongoing basis on order to order basis.

1. Miscellaneous

• The Agreement shall constitute the entire agreement between the parties and shall replace any previous agreements which may have been in place. No changes to this Agreement shall have any force or effect unless reduced to writing and agreed to by both the Parties via a representative who is lawfully mandated to act on behalf of each Party.
• The provisions of Clauses 8, 9, 10 & 10 hereof shall survive termination of the Agreement for any reason whatsoever.
• The Seller may at any time assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights under this Agreement.
• Any formal notices sent by one Party to the other shall be sent to the above addresses for the parties when in print, or alternatively to e-mail addresses which are regularly and commonly used between the parties. The parties agree hereby to acknowledge acceptance of notices when it is sent to the other by means of e-mail. The parties further agree that they shall endeavor as far as possible to direct formal communication to the correct person employed at the other Party for ease of reference.
• If contact details or addresses change, it is the Party that affects the changes’ responsibility to notify the other. The Parties agree to keep each other updated when physical addresses or other contact details change.
• Should the Seller be in default with any of its obligations as set out above, upon written notice received from the Buyer, the Seller guarantees to remedy the non-performance within a period of 7 days from being notified and within 7 days of receiving the goods back if the latter is on a later date than when the Seller was initially notified.