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Annexure A
 
STANDARD TERMS AND CONDITIONS - SALE OF GOODS
 
1. TERMS AND CONDITIONS
 
1.1          The general terms and conditions governing each sale are those set out in these conditions of sale.   
                Any special terms set out in the seller's order form or quotation or in any warranty booklet, which 
                may be supplied with the goods, referred to in that quotation will take precedence over these terms.
1.2          The seller will be bound by no other terms and conditions unless it has agreed to those conditions in 
                writing.  Additional conditions shall not be binding upon the seller and will be disregarded.
 
2. DELIVERY AND RISK
 
2.1           If goods are installed by the seller the risk in the goods will pass to the customer when they are 
                delivered for installation at the premises nominated by the customer.  The customer must take delivery 
                at the premises nominated by the customer when notified by the seller that the goods are ready for 
                delivery.
2.2          Unless otherwise agreed in writing all other deliveries will be governed by Inco terms.  The terms 
                governing delivery by air, sea and/or rail, are FCA. The terms governing delivery by road are ex-works.
2.3          If any amount due and payable by the customer to the seller is in arrears, or if the economic situation of 
                the customer appears to the seller to have become so difficult that there is reason to fear that the 
                customer will not be able to perform its obligations, the seller may suspend delivery.
2.4          In the absence of an agreement to the contrary the goods will be delivered in the seller's standard 
                packaging.  The cost of any special packaging requested by the customer and agreed to by the seller 
                shall be determined by the seller at the date of invoice and will be added to and form part of the 
                purchase price.
 
3. PAYMENT
 
3.1.         Payment shall be made when the customer is informed that the goods are ready to be dispatched from 
                the seller's factory or upon such other terms of payment as have been notified by the seller in writing, 
                which terms may be varied by the seller from time to time.
3.2.         Where the terms of payment are cash against delivery the seller may either postpone dispatch of the 
                goods until it receives payment, or it may dispatch them on terms that reserve to the seller the right of 
                disposal of the goods during transit.  In the latter case the seller may stipulate that the goods shall not 
                be handed over to the customer except against payment of the purchase price.
3.3.         If the terms of payment are such that the customer is required to make payment upon installation of the 
                goods and if the customer delays or postpones installation, then payment shall be made on the expiry 
                of a period of three days from the date upon which the customer is informed that the goods are ready 
                for delivery.
3.4.         A failure to pay any amount on the due date for payment will result in all amounts owed by the customer 
                to the seller becoming due and payable immediately.
3.5.         Interest on overdue payments will be charged at the rate of 4% above the annual prime lending rate 
                charged by Nedbank a division of Nedcor Bank Limited on overdrawn accounts and shall be compounded 
                monthly.  In the event of the seller instituting legal proceedings against the customer to recover amounts 
                due to the seller or take any other legal steps arising out of this Agreement.  The customer shall be liable 
                for legal costs on the scale as between attorney and own client and/or any collection costs.
                The seller shall be entitled to charge the customer for any banking, and/or internal administration fees 
                incurred by it in the event of the customer defaulting in its payment or any other of its obligations as set 
                out in this Agreement.
3.6.         Ownership of the goods shall not pass to the customer until the full purchase price has been paid.
3.7.         The risk in relation to fluctuations in the exchange rate between the South African Rand or such other 
                currency as has been used to invoice the goods and the currency of the customer's country shall rest with 
                the customer.
3.8.         Set-off shall not operate and the customer shall not make any deductions from the purchase price in 
                respect of any alleged set-off or counterclaim.
 
4. CLAIMS
4.1.         The customer shall have no claim against the seller for defective goods unless that claim is notified to the 
                seller in writing within ten days of the date of receipt of the goods by the customer or its nominee.  If the 
                customer intends to reject defective goods it shall take reasonable steps to preserve the goods until they 
                can be returned to the seller or disposed of by written instruction from the seller.
4.2.         The seller's liability in respect of defective goods shall be limited to the seller's liability as defined in the 
                warranty referred to herein.
4.3.         Neither the seller nor the Global Network Operator shall be liable to the purchaser for any loss, claim, 
                action, expense, damage or injury suffered or sustained by the customer, howsoever arising, whether 
                direct or indirect, consequential or contingent and whether foreseeable by the seller, the Global Network 
                Operator and/or the customer or not, arising from any fault in the goods or the failure of the goods as part 
                of an alarm system or arising from any act or omission of the seller or any person for whose acts or 
                omissions the seller is legally liable, whether such act or omission is innocent or negligent.
                The limitation of liability set out above shall, in addition, apply to any loss or damage suffered by the 
                Purchaser arising from any failure or interruption of the network services preventing the proper functioning 
                of the system and the system services. 
 
5. WARRANTY
 
In addition to any warranties, which may be contained in a warranty booklet distributed by the seller with the goods, 
the seller warrants that the goods manufactured by it will be fit for the purpose for which they were manufactured.  
Save for the a foregoing no other warranties or representations concerning the quality of the goods or their fitness for 
purpose or application will be binding upon the seller unless set out in writing and signed by it.  Save as specifically 
referred to in the warranty booklet, the seller gives no warranties regarding parts or components manufactured by 
others.
 
6. GOVERNING LAW
 
Each contract of purchase and sale between the seller and customer shall be governed by and interpreted in accordance 
with the laws of the Republic of South Africa.
 
7. TAXES, DUTIES AND COST
 
Other than those customs, duties and taxes specifically included in the purchase price, all other customs, duties and 
taxes payable in respect of the goods shall be paid by the customer including, without prejudice to the generality of the 
a foregoing, demurrage, surcharges over and above the normal and/or any Value Added or Sales Tax which is payable 
in the country to which the goods are consigned.  If the seller instructs a lawyer to recover money or goods from the 
customer, the customer shall be liable for all legal costs incurred by the seller on the attorney and own client scale, 
including collection commission.
 
8. SOFTWARE
 
Nothing contained in these standard terms and conditions of sale or any agreement between the seller and the purchaser 
shall constitute a vesting of any right, title or interest in any software in the goods and in connection with the Subscriber 
Identification Module, Mobile Station International Subscriber Directory or International Card Configuration and each SIM 
Card shall be returned to Cellsecure Interactive Management Solutions (Pty)Ltd on termination of this Agreement.  The 
purchaser undertakes not to reverse engineer, decompile, modify or tamper with the aforementioned software at any time.  
All risk in and responsibility for each SIM Card shall pass to the customer on delivery of the card.
 
9. BREACH
 
In the event that the customer breaches any term of this Agreement, or fails to fulfill any obligation resting upon him, 
including a failure to pay any amount owing to the seller on due date, then without prejudice to the seller’s rights, 
the seller may forthwith and without notice to the customer, either terminate this Agreement, or call for specific 
performance of all the company’s obligations and immediate payment of all sums of money owing by the customer, 
whether or not in either event without prejudice to the seller’s right to seek such damages as it may have suffered 
by reason of such breach or failure notwithstanding the a foregoing and pending the seller’s election in terms of this 
clause, the seller shall not be obliged to perform any of its obligations under this Agreement and the customer shall 
remain liable for the payment of all amounts owing by the customer in terms of this Agreement whether or not such 
amounts are then due. 
 
Annexure B
 
STANDARD TERMS AND CONDITIONS – SERVICES
 
1. INTERPRETATIONS AND PRELIMINARY
 
1.1 The following terms shall have the meanings assigned to them hereunder and cognate expressions shall 
       have the corresponding meanings, namely,
1.1.1 “Cellsecure” means Cellsecure Interactive Management Solutions (Pty)Ltd.
1.1.2 The ‘Customer’ means the customer as detailed in the Customer Registration Form.
1.1.3 ‘SIM Card’ means short message service.
1.1.4 ‘MSISD’ means Mobile Station International Subscriber Directory.
1.1.5 ‘ICC’ means International Card Configuration.
1.1.6 ‘SMS’ means short message service.
1.1.7 “the services” means the provisions of a mobile telecommunication service utilizing technology that enables 
           the customer to send and receive messages and/or calls by means of the system, together with such 
           additional and ancillary services as may be made available by global network operators from time to time.
1.1.8 “system” means the public digital cellular mobile telecommunication system operated by the global network 
           operator(s) through which the services are made available to the customer.
1.1.9 “the global network operator(s)” means those operators who have been licensed to operate the system, 
           currently VODACOM GROUP (PROPRIETARY) LIMITED (“VODACOM”), MOBILE TELEOPHONE NETWORKS 
           (PROPRIETARY) LIMITED (“MTN”), CELL C (PROPRIETARY) LIMITED (“CELL C”) and all other such operators 
           that might be licensed by the competent authorities from time to time.
1.2          Expressions defined in this agreement shall bear the same meanings in schedules or annexure to this 
                agreement which do not themselves contain their own definitions.
1.3          The expiration or termination of this agreement shall not affect such of the provisions of this agreement as 
                expressly provide that they will operate after any such expiration or termination or which of necessity must 
                continue to have effect after such expiration or termination, notwithstanding that the clauses themselves do 
                not expressly provide for this.
1.4          The rule of construction that the contract shall be interpreted against the party responsible for the drafting 
                or preparation of the agreement shall not apply.
2. DURATION
2.1          This agreement shall commence on the commencement date, and unless terminated in accordance with any 
                other provision of this agreement, shall endure indefinitely until terminated by any party with not less than 90 
                (ninety) days’ prior written notice to the other party which notice, cannot be given until 24 (twenty four) months 
                has elapsed from commencement.
2.2          Subject to any written notice by CELLSECURE to the contrary, each SIM card (if any) delivered to the customer 
                after the commencement date shall be subject to this agreement save that in respect of each SIM card, the 
                agreement and the initial period shall be deemed to have commenced on the first date that airtime is charged 
                and, subject to any other lawful termination thereof this agreement shall remain binding on the parties in 
                respect of the SIM card until terminated by either party in terms of Clause 2.1. 
 
3. PROVISION OF THE SERVICES
 
3.1          CELLSECURE undertakes to provide the services to the customer upon the terms and conditions set out in the 
                Customer Registration Form.  The services will include the delivery of one or more SIM cards to the customer, 
                as specified in the customer registration form, and the connection of the equipment to the system.
3.2          The customer acknowledges that the system is not operated by CELLSECURE.  CELLSECURE has no 
                obligations whatsoever in respect of the network system equipment and service.  The customer further 
                acknowledged and accepts that the availability and/or quality of the services may be affected by factors 
                including, but not limited to the equipment and accessories used with the equipment, atmospheric conditions, 
                radio frequency, disturbances and other factors beyond the control of CELLSECURE.
3.3          Pursuant to Clause 3.2 and whilst CELLSECURE will make all reasonable steps to ensure that the services are 
                provided in accordance with the agreement, CELLSECURE and the Global Network Operator cannot and do 
                not guarantee that the services will be provided at all times and they will not be liable to the customer for 
                any loss, damage or injury suffered or sustained by the customer, howsoever arising, whether direct or 
                indirect, consequential or contingent or whether foreseeable by CELLSECURE, the Global Network Operator 
                and/or the customer or not, arising from any fault or interruptions in the services or fault in the system or the 
                failure of the system, or arising from any act or omission of CELLSECURE or the Global Network Operator or 
                any person for whose acts or omissions CELLSECURE or the Global Network Operator is legally liable, whether 
                such act or omission is innocent or negligent.
3.4          CELLSECURE shall be entitled from time to time to issue such reasonable instructions as it may deem to be 
                necessary in respect of the user of the service or to be in the interest of safety, quality of service or of other 
                customer and the customer shall be bound by all such instructions which shall be deemed to form part of this 
                agreement.
3.5          The services are provided on the basis that the subscriber,
3.5.1       will not utilize the service or allow others to do so, for any improper, immoral or unlawful purpose;
3.5.2       will only use the equipment and the SIM card(s) in accordance with the manufacturer’s instructions and for the 
                purposes and in the manner for which they are intended;
3.5.3       will comply with all relevant legislation and regulations and all instructions issued by any governmental 
                authority or by the global network operator(s), regarding the use of the system, the equipment and the SIM 
                card(s); and
3.5.4       will not act or omit to act or allow others to do so, in any way likely to damage, disrupt or interfere with the 
                system, or to injure or damage any person or property or to cause the quality of the services to be impaired 
                or interrupted in any manner whatsoever.
 
4. CHARGES
 
4.1          By its signature to the customer registration form, the customer acknowledges that it is aware of and has 
                agreed all the terms of the tariff plan inserted in the form, including the charges under the tariff plan which 
                shall be due to CELLSECURE as follows;
4.1.1       the first monthly access charge on the commencement date, the monthly contract administration fee and 
                monthly logging fee on the monthly invoicing thereof;
4.1.2       subsequent monthly SMS charges (100 free SMS’s per month), rerouting testing and programming per SMS 
                on the monthly invoicing thereof;
4.1.3       call charges, if any, and all other charges on the monthly invoicing thereof.  
4.2          The Timing, format and details of invoices shall be in the sole discretion of CELLSECURE.
4.3          Each charge, unless otherwise stated in the schedule of charges, is exclusive of value added tax, which 
                shall be borne and paid by the customer together with the charge, in question.
4.4          The monthly access charge is a charge for permitting the customer continued access to the services and 
                the customer will be liable for each and every monthly access charge irrespective of the use made of the 
                equipment or the SIM card(s).
4.5          Any call registered and recorded on the system as having emanated from the equipment/SIM card shall, 
                until the contrary is proved, be deemed to have been made by or by means of, the equipment/SIM card.
4.6          For the purpose of calculating call charges, the duration of each call as recorded and registered on the 
                applicable metering system used by the global network operator(s) shall be final and binding on the 
                customer.
4.7          CELLSECURE may at any time by written notice require the customer to furnish such security as 
                CELLSECURE may deem appropriate for the payment of the charges, and any failure by the customer to 
                furnish such security to CELLSECURE within 14 (fourteen) days after the date of such notice shall constitute 
                a material breach of this agreement by the customer.
4.8          CELLSECURE shall be entitled in its sole and absolute discretion by means of written notice to the customer 
                to vary the charges limit from time to time.  Notwithstanding the date of any such notice, any variation in the 
                charges arising from an increase in the global network operator’s charges in respect of the services shall 
                take effect as from the date upon which CELLSECURE becomes liable to the global network operator(s) for 
                such increased charges.
4.9          CELLSECURE shall be entitled, in its sole and absolute discretion to determine the charges limit and or to vary 
                the charges limit from time to time.  CELLSECURE shall further be entitled to, if the charges for which the 
                customer is responsible to CELLSECURE exceed the charges limit to suspend the services in whole or in part, 
                without detracting from its other rights in terms of this agreement and demand full settlement of all charges.  
                CELLSECURE shall not be liable to the customer for any loss or damage, including loss of profit or any other 
                special damages or indirect or consequential losses or damages which the customer or any other person may 
                suffer as a result of the suspension of the services in terms of this clause.
 
5. PAYMENT
 
         All charges shall be paid within 14 (fourteen) days after the date of Cellsecure’s invoice in respect thereof.
         All charges shall be payable by means of direct debit order, free of exchange and bank charges.  The 
        subscriber shall not for any reason whatsoever withhold payment of any charges.
        Should any payment not be made on due date, CELLSECURE shall be entitled, without detracting from its other 
        rights in terms of this agreement to charge interest on such arrear payment from the customer, as from due date 
        to date of actual payment thereof at a rate equal to the annual prime rate charged by Nedbank, a division of 
        Nedcor Bank Limited, on overdrawn accounts from time to time, plus 4% (four) percent.
 
6. THE SIM CARD
 
                Nothing contained in these standard terms and conditions of sale or any agreement between the seller and the 
                customer shall constitute a vesting of any right, title or interest in any software in the goods and in connection 
                with the SIM, MSID or ICC and each SIM Card shall be returned to CELLSECURE on termination of this Agreement.  
                The customer undertakes not to reverse engineer, decompile, modify or tamper with the aforementioned software 
                at any time.  All risk in and responsibility for each SIM Card shall pass to the customer on delivery of the card.
                The customer shall not dispose of or otherwise transfer any SIM Card to any third party without the prior written 
                consent of CELLSECURE which consent, if granted, shall be subject to such terms and conditions as CELLSECURE 
                may deem fit.  Until such time as CELLSECURE grants its written consent, the customer shall remain liable for an 
                shall continue to pay all the charges, including all charges incurred in respect of or through the use of such SIM 
                Card.
                If any SIM card is lost, stolen or damaged, the customer shall immediately notify CELLSECURE thereof in writing or 
                by telefax, and the customer shall remain liable to CELLSECURE for all charges incurred in respect of or through 
                the use of such card until CELLSECURE procures the suspension of such card’s access to the services.  Save as 
                aforesaid, the subscriber shall remain liable for and shall continue to pay all the charges as and when they 
                become due, including until it is replaced, all charges in respect of the SIM Card that is lost, stolen or damaged 
                at its then applicable charge for the replacement of SIM Cards.  CELLSECURE will, as soon as is reasonably 
                possible, replace any SIM Card that is lost, stolen or damaged at it’s then applicable charge for the replacement 
                of SIM Cards.
                Telephone numbers, codes and other identification numbers allocated to the customer shall not become the 
                property of the customer and the customer will not modify or permit the modification of any SIM Card or any 
                number or code without the prior written consent of CELLSECURE.
                CELLSECURE shall be entitled, should it at any time deem it necessary, to withdraw or change any number, code 
                or other identification number allocated to the customer.
6.6          The only warranty, which CELLSECURE gives in regard to the SIM card, is the warranty contained in the warranty 
                booklet.
 
 
Annexure C
 
STANDARD TERMS AND CONDITIONS – SERVICES
 
WARRANTY
 
1.            Cellsecure Interactive Management Solutions Pty (Ltd), manufacturers, supplies, distributes and installs unique security systems through its 
                distribution and installation network.
2.            The products manufactured by Cellsecure ("Cellsecure products") and the components purchased by Cellsecure for 
                use in Cellsecure's security systems ('buy-out products") and related software products ("software products") are 
                quality products and Cellsecure backs the products with the Cellsecure warranty (" the warranty").
3.             In each transaction through to the installation of the products, the parties will sell, deliver or install the products, as 
                the case may be, subject to this warranty.
4.            Claims under the warranty must be made by the claimant against the entity, which supplied or installed the 
                products to or for the claimant.
5.             For the purposes of this booklet, the person claiming is called "the client", he person against whom the client must 
                claim is called "the seller" and the products subject to the warranty are called "Cellsecure products".
6. THE WARRANTY
6.1          The seller warrants to the client that the Cellsecure products are free from defects in material or workmanship and 
                will operate adequately under intended normal use:-
6.2          The warranty periods are :-
6.2.1.     12 months for Cellsecure products save for;
6.2.2.      3 months for transformers, sirens, strobe lights and batteries;
6.2.3.      3 months after first airtime usage for Subscriber Identification Module Cards ("Sim Cards")
6.3.1       The seller's sole obligation to the client under this warranty shall be, at the seller's option, to repair or replace, 
                without charge the defective goods within a reasonable time or to credit the client with the costs price of the goods 
                at the time of their sale to the client or installation in the client's premises, whichever is the later provided the 
                faulty goods are returned to the seller at the seller's premises.  Goods returned to the seller in terms of this               
  warranty 

                and found not to be defective will be returned by the seller to the client at the client's expense subject to a charge 
                equal to 20% of the invoice value of such goods to cover the cost of testing of the goods.  The warranty shall not take 
                effect until the client, in the case of an installation, has completed, signed and delivered to the seller the warranty 
                card below.
6.3.2       In the case of Sim Cards the warranty is to replace a defective Sim Card as soon as is practically possible, free of 
                charge if the failure of the Sim Card is due to any malfunction attributable to an error in the manufacture or 
                programming of the Sim Card.  The replacement will take place against the return of the defective Sim Card to the 
                seller at the client's cost.  Upon replacement of the Sim Card all risk and title in and to the returned Sim Card shall 
                revert to the seller.
6.4          The client shall have no claim against the seller arising from the goods being defective other than for the repair or 
                replacement of the goods in terms of 6.3.1 and 6.3.2.
6.5          The seller shall not be liable under the warranty if:-
6.5.1       the goods have been installed, removed, repaired or altered by a person other than the seller's designated 
                personnel or authorized representative unless such installation, repair or alteration was effected pursuant to prior 
                written approval by the seller; or 
6.5.2       the client fails to notify the seller of the alleged defect within the warranty period; or
6.5.3       the goods have been altered or damaged in a way which the seller reasonably determines affects the performance 
                or reliability of the goods or where the goods have been subject to misuse, neglect or accident or have been 
                damaged by acts of God such a lightening, flood and the like.