Standard Terms and Conditions of Sale

These Standard Terms and Conditions of Sale ("Terms") govern the sale of goods and the provision of services by Precept Systems (Pty) Ltd ("Precept", "we", "us" or "our") to any customer ("you" or the "Client"). By placing an order, accepting a quotation, or accepting delivery of goods or services, you agree to these Terms.

1. Definitions and application

1.1. "Goods" means any hardware, equipment, components, consumables or other products supplied by Precept. "Services" means any installation, repair, configuration, support, design, engineering or other service supplied by Precept.

1.2. These Terms, together with the relevant quotation, order confirmation or invoice, form the entire agreement between the parties and supersede any prior arrangement or representation.

1.3. Where the Client is not a consumer under the CPA, the Client expressly waives its own standard terms and conditions, even if drawn up after these Terms. Any derogation from these Terms must be expressly agreed in advance in writing signed by a duly authorised representative of Precept.

1.4. No variation of these Terms is binding on Precept unless recorded in writing and signed by a person authorised to do so on Precept's behalf.

2. Quotations and pricing

2.1. Quotations are valid for 30 days from the date of issue unless otherwise stated, and may be withdrawn or revised before acceptance.

2.2. Unless expressly stated otherwise, prices are quoted in South African Rand (ZAR) and exclude Value-Added Tax. VAT is charged at the applicable rate (currently 15%) and Precept's VAT number is 4560324347.

2.3. Prices are based on costs prevailing at the date of quotation. Where Precept's costs increase before delivery due to factors beyond its reasonable control (including exchange-rate movements, supplier price changes, import duties or statutory charges), Precept may adjust the price on written notice. For consumers, any such adjustment is subject to the CPA, and you may cancel the affected order without penalty if you do not accept the adjusted price.

2.4. Quotations and invoices are subject to errors and omissions excepted (E&OE).

3. Payment

3.1. Unless written credit terms have been agreed, payment is due on the date of invoice (cash on delivery / before dispatch or collection). Where another payment period is stated on the quotation, order or invoice, that period applies.

3.2. Payment must be made without deduction or set-off, by the method stated on the invoice. Goods or Services are not regarded as paid for until Precept has received cleared funds.

3.3. In the event of late payment, Precept may charge interest on the overdue amount at 2% above the prime overdraft lending rate of its bankers from time to time, calculated daily from the due date until the date of payment, both days inclusive. Any such interest is a genuine pre-estimate of Precept's loss and is levied in terms of the Conventional Penalties Act 15 of 1962.

3.4. Precept may suspend the provision of any further Goods or Services, and withhold delivery or collection, where any amount is overdue.

3.5. If an amount remains outstanding more than thirty (30) days after its due date, Precept may hand the account over to a debt-recovery agent or attorney. All reasonable costs of recovery, including legal costs, are payable by the Client to the extent permitted by law (and, for consumers, subject to the CPA and the National Credit Act 34 of 2005 where applicable).

3.6. Withholding taxes. Where the Client is located in a jurisdiction that applies withholding at source, any such withholding is for the Client's account and is payable by the Client to the relevant tax authority. The full invoice amount remains due to Precept and is not reduced by any such withholding.

4. Delivery, risk and ownership

4.1. Delivery dates and timeframes are estimates given in good faith and are not of the essence unless expressly agreed in writing.

4.2. Risk in the Goods passes to the Client on delivery or collection. The Client must inspect the Goods on delivery and note any visible damage or shortage at that time.

4.3. Ownership (retention of title). Ownership of the Goods remains with Precept until Precept has received payment in full of all amounts owing in respect of those Goods. Until ownership passes, the Client must keep the Goods identifiable and must not encumber or dispose of them. This clause does not affect the passing of risk in clause 4.2.

4.4. Where Precept arranges carriage, it does so as a convenience to the Client and is not liable for delays or loss caused by a carrier, save to the extent required by law.

5. Warranties and returns

5.1. Manufacturer warranties. Goods are sold with the benefit of the manufacturer's warranty (if any), which is passed through to the Client on the manufacturer's terms and for the manufacturer's stated period. Precept will provide reasonable assistance in facilitating a valid manufacturer warranty claim.

5.2. Consumer statutory warranty. For consumers, the Goods carry the implied warranty of quality under sections 55 and 56 of the CPA, entitling you to return Goods that fail, are defective or are unsafe within six (6) months of delivery for repair, replacement or refund at your election, in accordance with the CPA. This warranty does not apply to defects arising from fair wear and tear, misuse, accident, unauthorised alteration, or failure to follow instructions.

5.3. Cooling-off (distance / electronic sales). Where you are a consumer and the transaction is concluded electronically or as a result of direct marketing, you may have a right to cancel within the cooling-off period provided by section 44 of the Electronic Communications and Transactions Act 25 of 2002 and/or section 16 of the CPA. To exercise this right, notify us in writing within the applicable period and return the Goods unused and in their original condition; we will refund the price less any amount we are entitled to deduct by law.

5.4. Returns process. Returns require prior authorisation from Precept. Goods returned must be complete, with all accessories and packaging. Goods that are correct, undamaged and not defective may be returned only at Precept's discretion and may be subject to a reasonable handling fee, except where the law provides otherwise. Software, licences, consumables and special-order or custom items are non-returnable unless defective.

5.5. Defects notification. Any claim relating to defective or incorrect Goods or Services must be notified to Precept in writing within a reasonable time after the defect is or ought reasonably to have been discovered. For non-consumer Clients, such notification must be given within eight (8) days of delivery of the Goods or performance of the Services.

6. Services and repairs — device and data handling

6.1. Precept will perform Services with reasonable skill and care. Service timeframes are estimates and, save where the law provides otherwise, Precept's obligations are obligations of means and not of result.

6.2. Data backup. You are responsible for maintaining an independent backup of all data, software and licences on any device handed to Precept. Precept is not liable for the loss of or damage to data, software or configuration during diagnosis, repair or servicing, except to the extent caused by Precept's gross negligence or wilful misconduct. Where reasonably possible, Precept will take care to preserve data but gives no guarantee that data will be retained.

6.3. Assessment. Where a device is found to have no fault, or where you decline a quoted repair, a reasonable assessment or diagnostic fee may apply if notified to you in advance.

6.4. Uncollected goods. Goods or devices left with Precept and not collected within sixty (60) days of notification that they are ready may be subject to reasonable storage charges. Precept has a lien over such items for amounts owing and may, after giving written notice and a further reasonable period, deal with uncollected items in accordance with applicable law to recover amounts owing.

7. Limitation of liability

7.1. Nothing in these Terms excludes or limits liability that cannot lawfully be excluded or limited, including liability for death or personal injury caused by negligence, for fraud, or under the CPA where it applies.

7.2. Subject to clause 7.1, Precept is not liable for any indirect, special or consequential loss, or for loss of profit, revenue, data, business or anticipated savings, however arising.

7.3. Subject to clause 7.1, Precept's total aggregate liability arising out of or in connection with any order, whether in contract, delict (tort) or otherwise, is limited to the amount paid by the Client for the Goods or Services giving rise to the claim.

7.4. Precept cannot be required by the Client to be joined as a third party in any claim for damages brought against the Client by an end consumer or other third party.

8. Data protection (POPIA)

8.1. Precept processes personal information in accordance with the Protection of Personal Information Act 4 of 2013 ("POPIA"). We collect and process the personal information necessary to provide quotations, fulfil orders, provide support, comply with our legal obligations (including tax and accounting), and manage our relationship with you.

8.2. We retain personal information only for as long as necessary for those purposes or as required by law, and we apply reasonable technical and organisational measures to safeguard it. We do not sell personal information.

8.3. You may request access to, or correction or deletion of, your personal information, subject to our legal retention obligations. Data-protection queries may be directed to our Information Officer at info@precept.co.za.

9. Force majeure

9.1. Precept is not liable for any delay or failure to perform caused by an event beyond its reasonable control, including acts of God, load-shedding or power failure, network or telecommunications failure, fire, flood, strike, civil unrest, pandemic, import or supply-chain disruption, or governmental action. Affected obligations are suspended for the duration of the event, and the parties will act reasonably to mitigate its effects.

10. General and governing law

10.1. Governing law. These Terms and all contractual relations between the parties are governed exclusively by the law of the Republic of South Africa.

10.2. Jurisdiction. The parties consent to the jurisdiction of the Magistrate's Court having jurisdiction in respect of any dispute, notwithstanding that the amount in dispute may exceed that court's monetary jurisdiction, without limiting Precept's right to institute proceedings in a High Court.

10.3. Notices. Notices to Precept must be sent in writing to its registered office at 3377 Nguni Drive, Howick, 3290, KwaZulu-Natal, or to info@precept.co.za. For non-consumer Clients, a formal claim must be sent by registered post or other recorded delivery to the registered office.

10.4. Severability. If any provision of these Terms is found to be unlawful or unenforceable, the remaining provisions continue in full force, and the offending provision is to be read down to the minimum extent necessary to make it valid.

10.5. No waiver. Precept's failure to enforce any provision is not a waiver of its right to do so later.

10.6. Updates. Precept may update these Terms from time to time. The version in force at the date of your order applies to that order. The current version is available on request and on Precept's published documentation.

These Terms are a general template tailored for Precept Systems (Pty) Ltd and do not constitute legal advice. Precept should have them reviewed by a South African legal practitioner before publication if certainty on any clause is required.