YOU BRAND PURCHASING AGREEMENT
1.1. “Products” means the items ordered by the Purchaser from You Brand as described in the quotation.
1.2. “Purchaser” means any individual, company or juristic entity that requests a quotation for Products from You Brand.
1.3. “You Brand means, with its registration number 2016/027568/07 and enterprise address 26 Peter Place, Bryanston, 2060 and all subsidiary or associated companies,
2.1. By placing a quotation with You Brand the Purchaser acknowledges that the Purchaser has read, understood and accepted this agreement and that this agreement applies to all quotations, supersedes any prior agreements or representations whether oral or written and is the sole and exclusive applicable to any quotation and/or Product.
3.1. Each quotation constitutes a separate agreement of sale. No variation to this agreement shall be valid unless reduced to writing and signed by an authorised representative of the You Brand and the Purchaser.
3.2. Headings are inserted for reference purposes only and do not bear upon the interpretation of any clause.
3.3. The provisions of this agreement shall be binding upon the successors-in-title and the permitted assigns of the parties. Accordingly, the rights and obligations of each party pursuant to this agreement shall devolve upon and bind the parties’ personal representatives, successors-in-title and permitted assigns.
3.4. Any reference to words relating to the singular shall mean and include the plural, and vice versa, where the context permits or desires, and any words relating to natural persons shall mean and include associations or persons having corporate status by Statute or common law, and close corporations, and vice versa where the context permits or desires.
3.5. You Brand is a promotional merchandise supplier.
3.6. All purchases of You Brand Products are for the Purchasers own personal or business purposes and any on-selling of the Products shall constitute a separate and divisible sale transaction.
3.7.Nothing in this agreement shall take effect nor be construed so as to create any partnership and (save where expressly provided in this agreement) any agency between the parties. The Purchaser shall have no right or power to bind or enter into any obligations binding You Brand.
4.1. Prices charged by You Brand reflect a suggested retail or selling price.
4.2. Prices are exclusive of delivery charges, insurance, value added tax, levy or any other tax or impost.
4.3. Prices on any quotation may vary from the unit price which may appear in a catalogue or interim quotation online and depending on purchase quantities, stock availability and other quotation amendments and commercial factors.
4.4. All quotes are valid for a period of 5 days.
4.5. Prices may be revised or amended at any time without prior notice, prior to You Brand’s final confirmation of any quotation.
5. Ordering of Goods
5.1. The Purchaser shall make themselves aware and abide by the You Brand Product ordering procedure, as may be amended from time to time, and shall make appropriate and sufficient enquiries and determinations of the design, specifications and quality of goods prior to initiating an quotation.
5.2. Quotations can be initiated through the online website ordering process.
5.3. Quotations will be deemed finalised when You Brand sends the Purchaser a quotation confirmation.
5.4. Telephone calls may be recorded.
5.5. The quotation shall be sent to the dispatch department for picking and packing.
5.6. The Purchaser shall ensure that the details set out in any confirmation are accurate and in accordance with the Purchaser’s requirements.
5.7. Any amendments or cancellation of quotations prior to confirmation must be communicated to You Brand. The amended quotation confirmation will be sent through e-mail.
5.8. A quotation contains further terms of sale, including terms of payment, quantities and payment deposits.
5.9. A quotation may be cancelled by You Brand if the Purchaser’s previous invoices are overdue and/or the Purchaser is in default of this agreement.
5.10. You Brand reserves the right to refuse to accept the return of goods ordered in error or are no longer required. You Brand’s acceptance of return may be made at their discretion and as a gesture of goodwill.
5.11. Purchaser should adhere to the following branding directions:
(a) All artwork must be converted to vector (pdf) and curves to avoid font substitutions.
(b) Include font and size if typesetting is requested.
(c) Artwork for multi-colour imprints should be sent as a colour separated file (exceptions: digital printing).
(d) Formats not accepted: Word files, .gif, .jpeg (under 600dpi), Power Point.
(e) Electronic artwork should be sent to the You Brand account manager.
(f) You Brand will not commence with a quotation if the Purchaser’s signoff of artwork is not received. You Brand will not take responsibility for non-delivery of quotations if layout approval is not received.
(g) Branding will only commence once full payment for stock and branding has been received (where a client is not on payment terms) and artwork has been approved.
(h) If cheques are deposited into one of our bank accounts, branding will only commence once payment has cleared (for clients not on payment terms).
(i) It is the Purchaser’s responsibility to ensure that payment has been received by You Brand. You Brand will not take responsibility for missed deadlines if payment is not confirmed with the You Brand account manager.
(j) Amendments made to proofs will result in a delay to delivery date. Should you require changes, we will issue a new layout for final proofing before production commences.
(k) Artwork not received in the correct format will attract a redrawing fee of R200 excluding VAT. This fee will accommodate 1 further change to the layouts, where after any additional changes will be charged for at R100 excluding VAT per change.
(l) Branding cancelled after layouts have been generated will be charged for at R100 excluding VAT per layout completed.
6.1. All purchases are regarded as payment upfront, unless otherwise agreed to in writing.
6.2. You Brand may however extend payment terms to certain pre-approved Purchasers. Application and approval must be obtained in writing, setting the payment terms and conditions.
6.3. In respect of COD Purchasers, payment must be made by means of EFT transfer, in accordance with any payment conditions, and within 24 hours of the date of notified delivery or dispatch. Delivery may not be effected until payment has been made.
6.4. In respect of quotations less than R2500 (or such other amount as You Brand may determine) payment may be effected in a manner as directed from time to time.
6.5. Delivery dates are approximate only. Time for delivery shall not be of the essence.
6.6. You Brand does not give any warranty as to the time or speed of the preparation and/or packaging of any quotation. You Brand shall however use reasonable commercial endeavours to expedite preparation of all quotations bearing in mind:
(a) the quality of the Products quoted;
(b) the complexity and differentiation of the quotations; and
(c) any customisation to the Products.
6.7. The Products may be delivered or offered for collection by You Brand in advance of the quoted date.
6.8. You Brand reserves the right to split the packaging, or delivery, of any quotation.
6.9. The Purchaser shall at their own expense make proper provision for the transport and/or collection.
6.10. Acceptance of delivery (including collections) shall be evidenced confirmation of delivery by You Brand’s designated courier and/or by the Purchaser (or its agents employees or representatives) signing the quotation, invoice, or waybill.
6.11. If for any reason the Purchaser is unable to accept delivery of the Products when tendered by You Brand, then the Products may be stored by You Brand (subject to adequate storage space, and for a maximum of 14 days) until delivered and the Purchaser shall be liable for the storage costs. This provision shall be in addition to and not in substitution of any other payment for which Purchaser may become liable in respect of the failure to take delivery at the appropriate date.
6.12. If incorrect or damaged Products are delivered the Purchaser must notify You Brand within three business days of delivery providing full details of the alleged damaged or incorrect Products.
6.13. Returns of such damaged or incorrect Products (notified to You Brand in writing within the relevant time period) will give the Purchaser the option of replacement of Products. Replacements claimed outside of the relevant time period will be at You Brand’s discretion.
6.14. The Purchaser shall notify You Brand in writing of any irregularities, including shortdelivery within three working days of the delivery, and of non-delivery within three working days of the date upon which delivery was scheduled to take place.
6.15. In the case of cheques deposited into one of our bank accounts, stock will not be released until the funds have been cleared in our account.
6.16. All payments must be made by electronic transfer of funds.
6.17. Stock will only be released once proof of payment has been received.
6.18. Payments from outside South Africa take between 4 and 7 working days to clear. Quotations will only be released once payment has reflected.
6.19. For quotations that require branding, branding will only commence once stock and branding has been paid for in full. You Brand cannot be responsible for missed deadlines if Purchaser has not confirmed that payment has been received.
6.20. COD clients are required to pay a 50% deposit on the total value of the quotation, for quotations exceeding R100 000, before an invoice will be generated
7. Returns Policy
7.1. Notwithstanding anything contained to the contrary, no Purchaser shall be permitted to return any Products without You Brand’s consent, except in accordance with this clause 7.
7.2. The Purchaser may cancel a quotation prior to final confirmation.
7.3. The return of Products shall apply only to Products that have not been made to order, customised or personalised in any way, have not been worn, or altered, are still in the original packaging and are otherwise fit to be returned to stock.
7.4. Any faulty or defective Products complaints must be made within 24 hours of receipt of the Products and You Brand may in its sole and absolute discretion elect to reject the complaint, replace the Product, credit the Purchaser or refund the Purchaser.
8.1.You Brand makes no warranties and there are no conditions of this agreement that the Products are fit for their purpose or of merchantable quality. You Brand is not liable for any damage arising from rips, tears, abrasion, UV degradation, misuse or neglect, it being recorded that fabrics deteriorate and fade over time and moving parts wear out, and that Products may suffer from differing degrees of wear-and-tear, depending upon the user.
8.2. No agent, employee or representative of You Brand has any authority to bind, affirm, represent You Brand or offer or make any warranty commitment.
9.1. In the event that any provision of this agreement conflicts with any statute, ruling or order of any governmental or regulatory body from time to time, which imposes any duty, liability, obligation on either of the parties, or impacts on any provision of this agreement, then such provision shall be superseded and controlled by the statute, ruling or order.
9.2. Save as provided for in clause 8 above, all warranties representations guarantees conditions and other terms which could be implied into a purchase and sale by law are hereby excluded.
9.3. You Brand shall in no manner be liable for any consequential, incidental damages, loss of profits, personal injury or damage to property or for any loss to Purchaser arising from third party claims occasioned, caused or arising from the sale of the Products or by delay in delivery or otherwise arising or caused.
9.4. In the event that You Brand is liable to the Purchaser for damages, such claim shall be limited to the invoice value (ex-VAT) of the purchased Products giving rise to such claim.
10. Risk and Ownership
10.1. You Brand shall retain ownership of all Products until the purchase price has been paid in full, and until such time, the Purchaser shall
(a) maintain the Products in their delivered condition;
(b) not destroy, deface or obscure any identifying mark or packaging on or relating to the Products; and
(c) store the Products separately as agent, so that they remain readily identifiable as You Brand property (at no cost to You Brand).
10.2. Risk in the Products (including their loss or destruction) will pass to the Purchaser upon collection or delivery.
10.3. If the Purchaser directs or agrees that the Products be delivered or given into the possession of a third party, then such party shall be deemed to be acting as the Purchasers agent in acceptance of delivery, and the terms of this agreement shall apply.
10.4. In the event that payment is not made on due date, then notwithstanding any other rights or remedies available to You Brand in protection of their rights, they may request the return of all or part of such Products, without incurring any liability to the Purchaser, and failing such return, You Brand shall be entitled, and permitted to enter the premises where the Products are being stored to remove same, to which the Purchaser hereby consents and agrees.
11. Unforeseen Events
You Brand will not be deemed to be in breach of the fulfilment of any quotation if unable to comply with any contractual obligation because of any event or circumstance beyond their control and in any such event or circumstance You Brand will be entitled to extend the time for complying with their obligations under an quotation by a reasonable time and (if still not able to comply with the obligations after such reasonable extension) You Brand may thereafter terminate the quotation in question by written notice to the Purchaser.
12. Intellectual Property Rights
12.1. All copyright, trademarks, patents and other industrial or intellectual property rights relating to, displayed on or incorporated in, any written or printed material, brochure or You Brand Products may not be reproduced, used or exploited in any manner whatsoever.
12.2. The Purchaser hereby indemnifies You Brand from and against all costs claims and liabilities suffered or incurred as a result of the Purchaser using reproducing or exploiting any such industrial or intellectual property rights without the consent of the proprietor.
12.3. The Purchaser hereby indemnifies You Brand against all damages penalties costs and expenses to which You Brand may become liable, if any work done in accordance with Purchaser’s specification involves an infringement of a registered design, patent trade mark trade name, or other right.
12.4. The Purchaser undertakes and warrants that any design or instructions furnished or given shall not cause You Brand to act unlawfully, including the infringement of any patent, registered designs, trade mark or trade name in the performance of any customisation service.
The Purchaser shall and undertakes to keep all price lists, and other information identified by You Brand as being secret and confidential.
Should either party commit a material breach of this agreement and fail to remedy such breach within 14 (fourteen) days of written notice requiring the breach to be remedied, then the party giving the notice will be entitled, at its option, either to cancel this agreement and claim damages or to claim specific performance of all the defaulting party’s obligations, together with damages, if any, whether or not such obligations have fallen due for performance.
The Purchaser chooses as their domicilia citandi et executandi the address contained in the quotation for all purposes arising out of or in connection with this agreement at which addresses all processes and notices arising out of or in connection with this agreement, its breach or termination may validly be served upon or delivered.
16.1. This agreement constitutes the whole of the agreement between the parties relating to the subject matter thereof, and no amendment, alteration, addition, variation or consensual cancellation will be of any force or effect unless reduced to writing and signed by the parties.
16.2. Each and every provision of this agreement shall be deemed to be separate and severable from the remaining provisions of this agreement. If any of the provisions of this agreement is found by any court of competent jurisdiction to be invalid and/or unenforceable then, notwithstanding such invalidity and/or unenforceability, the remaining provisions of this agreement shall be and remain of full force and effect.
16.3. No other terms or conditions, whether oral or written, and whether express or implied, apply. Neither party shall be bound by any express or implied term, representation, warranty, promise or the like not recorded herein.
16.4. No waiver of any of the terms and conditions of this agreement will be binding for any purpose unless expressed in writing and signed by the party giving the same, and any such waiver will be effective only in the specific instance and for the purpose given.
16.5. No failure or delay on the part of either party in exercising any right, power or privilege will operate as a waiver, nor will any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power or privilege.
16.6. This agreement shall be governed in accordance with the laws of South Africa.