Credit Application Terms
THE APPLICANT or its duly authorised agent does hereby apply for credit facilities with TURN LEFT MEDIA and in consideration thereof THE APPLICANT does hereby accept the following terms and conditions:
1. Credit terms
1.1 THE APPLICANT agrees that any amount reflected in a Tax Invoice shall be due and payable unconditionally (a) Cash on Delivery; or (b) if THE APPLICANT is a Credit Approved Customer, within 30 days from the end of the month in which a Tax Invoice has been issued by TURN LEFT MEDIA. Settlement is affected only on receipt of cash or by way of Electronic Funds Transfer (EFT) or any other payment instrument acceptable to TURN LEFT MEDIA and shall be made to TURN LEFT MEDIA free of exchange and without deductions of any nature. Any credit facilities granted to THE APPLICANT by TURN LEFT MEDIA is entirely at the discretion of TURN LEFT MEDIA and may be withdrawn at any time.
1.2 THE APPLICANT agrees to accept the receipt of electronic format statements, tax invoices, shipment documents (proof of delivery), credit and debit notes from TURN LEFT MEDIA, which will be transmitted via email, and the following conditions thereto as required by South African Revenue Services and in terms of the provisions of the Value-Added Tax Act for the issuing of tax invoices, credit, and debit notes:
1.2.1 Electronic documents (tax invoices, credit, and debit notes) will be transmitted and issued to THE APPLICANT in 128bit encrypted PDF file format.
1.2.2 Both THE APPLICANT and TURN LEFT MEDIA shall retain the electronic documents in its original encrypted format for a period of five years from the date of the delivery to which it relates.
1.2.3 The transmitted electronic document will constitute the original statement, tax invoice, credit, or debit note. No other tax invoice, credit or debit note will be issued in respect of any specific delivery, unless as a copy of the original document.
1.3 Should THE APPLICANT have a valid reason to dispute an entry raised on the tax invoice, it shall do so within 14 (fourteen) days of the date of TURN LEFT MEDIA invoice to THE APPLICANT, failing which such entry shall be deemed to be correct and payable.
2. Change of address
THE APPLICANT undertakes to notify TURN LEFT MEDIA in writing within 7 (seven) days of any change of address.
3. Change of ownership
THE APPLICANT undertakes to notify TURN LEFT MEDIA, in writing, within twenty days of any change in ownership of THE APPLICANT’S business, or should THE APPLICANT be a company, of its share transactions whereby the majority shareholding is affected. THE APPLICANT acknowledges that immediately upon any change of Ownership in THE APPLICANT any outstanding amount whether due or not shall be deemed to be forthwith payable by THE APPLICANT to TURN LEFT MEDIA.
4. Domicilium
THE APPLICANT chooses its Domicilium Citandi et Executandi (in other words, the address at which THE APPLICANT will accept all notices, legal documents, and the like, whether or not THE APPLICANT is still present at such chosen address) for all purposes arising out of this application at the physical address stipulated in Section A, clause 3.2 of this application.
5. Consent to sharing information and retention periods
5.1 For the purposes of making credit risk management decisions and preventing fraud, THE APPLICANT hereby warrants that TURN LEFT MEDIA has consent to:-
5.1.1 Carry out a credit enquiry on THE APPLICANT and the Directors/Members/Partners/Trustees/Principals of THE APPLICANT from time to time with one or more credit bureaus, credit information agents, credit insurance companies or other creditors (trade references) of THE APPLICANTS in terms of this agreement.
5.1.2 TURN LEFT MEDIA may transmit details to credit bureaus, credit information agents, credit insurance companies or other creditors of THE APPLICANT’S of how THE APPLICANT has performed in meeting his/her/its obligations in terms of this agreement.
5.1.3 If THE APPLICANT fails to meet his/her/its commitments to TURN LEFT MEDIA, TURN LEFT MEDIA may record THE APPLICANT'S non-performance with credit bureaus, credit information agents, credit insurance companies or other creditors of THE APPLICANT.
5.2 Such information shall be retained for periods as stipulated in any applicable law, but no longer than the duration of the validity of this agreement. Where THE APPLICANT has not used a facility under this agreement for 12 months, THE APPLICANT will be required to re-apply for such a facility.
5.3 TURN LEFT MEDIA is required to collect, process, and share THE APPLICANT’S personal information. THE APPLICANT’S personal information is collected and processed by TURN LEFT MEDIA staff, representatives, and sub-contractors and TURN LEFT MEDIA makes every effort to protect and secure THE APPLICANT’S personal information. THE APPLICANT is entitled at any time to request access to the information TURN LEFT MEDIA has collected, processed, and shared.
5.4 TURN LEFT MEDIA will only use THE APPLICANT’s personal information for the purpose for which it is required, to collect, process, and share THE APPLICANT’S personal information, in order to give effect to the provisions contained in this agreement. THE APPLICANT’S personal information is collected and processed by TURN LEFT MEDIA’S staff, representatives, and sub-contractors and TURN LEFT MEDIA makes every effort to protect and secure THE APPLICANT’S personal information. THE APPLICANT is entitled at any time to request access to the information TURN LEFT MEDIA has collected, processed, and shared.
6. Pricing increments
Prices quoted by TURN LEFT MEDIA are determined from time to time and are subject to increases, at the discretion of TURN LEFT MEDIA. TURN LEFT MEDIA shall be entitled to increase the cost of services rendered to THE APPLICANT with prior written notice.
7. Valid orders
In the event of any order being given to TURN LEFT MEDIA on an order form reflecting THE APPLICANT’S name as the entity from which the order emanates, such order shall be deemed to have emanated from THE APPLICANT, notwithstanding thePage 1 of 6 fact that such order may have been given or signed by a person not authorised by THE APPLICANT, and such order will be deemed to constitute valid delivery of the services. It is further the sole responsibility of THE APPLICANT to determine that services ordered are suitable for the purposes of the intended use.
8. Delivery
8.1 THE APPLICANT agrees that the signature of any agent, contractor, sub-contractor, or employee of THE APPLICANT on TURN LEFT MEDIA official invoice will constitute valid delivery of the services ordered.
8.2 Any delivery date stated on any order confirmation is approximate only. TURN LEFT MEDIA shall not be bound by that date but will make all reasonable efforts to deliver by that date.
8.3 Each delivery is considered as a separate contract and the price thereof is payable accordingly.
8.4 Whilst TURN LEFT MEDIA will endeavour to ensure that services are delivered timeously, it shall not be responsible for any delays in the delivery of such services, and THE APPLICANT shall not be entitled to refuse acceptance of such late services.
9. Copyright
THE APPLICANT acknowledges TURN LEFT MEDIA intellectual property rights in the goods and shall not infringe such intellectual property rights.
10. Payment to TURN LEFT MEDIA
All payments shall be made to TURN LEFT MEDIA place of business from where the goods were ordered. In the event of any payments transferred to the incorrect banking account THE APPLICANT shall still be liable to TURN LEFT MEDIA for payment. Should TURN LEFT MEDIA at any time advise THE APPLICANT of any change to TURN LEFT MEDIA banking account details THE APPLICANT shall confirm such change with a Manager of TURN LEFT MEDIA before effecting any further payments, provided however that nothing contained herein shall be interpreted as obliging TURN LEFT MEDIA to afford THE APPLICANT any such
indulgence to effect payment after due date.
11. Responsibility for losses, damages, or delays
TURN LEFT MEDIA will not be in any way responsible for losses; consequential losses; damages or delays sustained by THE APPLICANT, 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, infectious diseases, 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 TURN LEFT MEDIA.
12. Defaulting in payment
In the event of THE APPLICANT defaulting in making payment of any amount that has become due and owing, then the full balance outstanding (whether due or not) will immediately become due and payable without notice to THE APPLICANT.
13. Interest on overdue accounts
TURN LEFT MEDIA shall be entitled to charge THE APPLICANT interest at the rate of 2% (two percent) per month from the moment any debt becomes overdue, provided however that nothing contained herein shall be interpreted as TURN LEFT MEDIA affording THE APPLICANT any indulgence to make payment after due date.
14. Proof of Claims
A certificate signed by any manager or director of TURN LEFT MEDIA - whose position and signature shall not be necessary to prove - reflecting the fact that an amount is due, owing and unpaid by THE APPLICANT, shall be prima facie proof – on its mere production – of the outstanding amount owing to TURN LEFT MEDIA for the purpose of any legal action (whether by way of provisional sentence or otherwise), proof of a debt in insolvency proceedings, or for any other purpose whatsoever where the amount of such indebtedness is required to be established, and it shall rest with THE APPLICANT to prove that such amount is
not owing and/or due and unpaid.
15. Consent to jurisdiction
Notwithstanding the amount which may at any time be owing by THE APPLICANT to TURN LEFT MEDIA, the parties do hereby consent, in terms of Section 45 of the Magistrates Court Act (No 32 of 1944 as amended), to the Jurisdiction of the Magistrate’s Court for the determination of any action or proceeding which may be brought by TURN LEFT MEDIA against THE APPLICANT arising out of any transaction between the parties, it being recorded that TURN LEFT MEDIA shall be entitled at its sole discretion, but not obliged, to bring any action or proceeding in either the district or regional division of the said court.
16. Recovery of legal/collection costs
Should TURN LEFT MEDIA instruct its attorneys or collection agent to collect any overdue amounts, or to take any action against THE APPLICANT in the implementation or protection of TURN LEFT MEDIA rights, TURN LEFT MEDIA shall be entitled to the recovery of all legal or collection costs arising there from, on the scale as between attorney, agent or collection agency and own client.
17. Non-waiver of rights
Any condonation of any breach of any of the provisions hereof or other act or relaxation, indulgence, or grace on the part of TURN LEFT MEDIA shall not in any way operate as or be deemed to be a waiver by TURN LEFT MEDIA of any rights under this contract or be construed as a novation thereof.
18. Arbitration
18.1 Save as otherwise expressly provided in these terms and conditions, should any dispute arise between any of the parties in regard to these terms or any transaction concluded between the parties, TURN LEFT MEDIA shall be entitled upon written demand, but not obliged, to insist that such dispute shall be decided by arbitration in the manner set out herein.
18.2 The arbitrator shall be appointed by the parties by mutual agreement, and shall be a practicing attorney or advocate of no less than 10 (ten) years’ standing, and who ordinary practices in commercial law. Failing agreement, the arbitrator shall be nominated and appointed by the Arbitration Foundation of Southern Africa (“AFSA”).
18.3 The arbitration shall be held at Gauteng, South Africa.
18.4 The arbitration shall be held in accordance with the formalities and procedures settled by the arbitrator, which shall be in an informal and summary manner, that is, it shall not be necessary to observe or carry out either the usualPage 2 of 6 formalities or procedure or the strict rules of evidence. Should the parties fail to agree on an arbitrator, and an arbitrator is appointed by AFSA, the arbitration shall be conducted in accordance with the Arbitration Act 42 of 1965 of the Republic of South Africa and any statutory modification or re-enactment thereof, together with the Rules of AFSA.
18.5 The arbitrator shall be entitled to:
18.5.1 investigate or cause to be investigated any matter, fact, or thing which he/she considers necessary or desirable in connection with any matter referred to him/her for decision.
18.5.2 decide the matters submitted to him/her according to what he considers just and equitable in all the circumstances, having regard to the purpose of these terms and conditions; and
18.5.3 make such award, including an award for specific performance, an interdict, damages or a penalty or the costs of arbitration or otherwise as he/she in his/her discretion may deem fit and appropriate.
18.6 The arbitration shall be held as quickly as possible after it is demanded, with a view to it being completed within 90 (ninety) days after it has been so demanded and the decision of the arbitrator shall be final and binding on the Parties.
18.7 Notwithstanding anything to the contrary contained herein, TURN LEFT MEDIA shall, in its sole discretion, not be precluded from obtaining any relief from a court of competent jurisdiction.
20. Financial intelligence Centre Act (FICA)
20.1 THE APPLICANT acknowledges TURN LEFT MEDIA’S obligations in terms of section 29(1) of FICA and unconditionally and irrevocably indemnifies and holds TURN LEFT MEDIA harmless against any claim of whatsoever nature instituted against TURN LEFT MEDIA by a third party arising from any action taken by TURN LEFT MEDIA in discharging its obligations in terms of FICA. This specifically includes for THE APPLICANT declaring that the proceeds of the sale of any of the goods or services provided by TURN LEFT MEDIA to THE APPLICANT: -
20.1.1 are not received from unlawful activities, or
20.1.2 are not linked to an offence of terrorist financing, or
20.1.2 have not been used for money laundering purposes, or
20.1.4 have not been used to assist an offence being committed that relates to money laundering or terrorist financing.
20.2 It is further noted that TURN LEFT MEDIA is an Accountable Institution in terms of FICA. Any cash transaction in excess of the threshold prescribed from time to time will be reported to the Financial Intelligence Centre without any further reference to THE APPLICANT.
21. Severability of clauses
Each clause of these conditions of sale is severable, the one from the other and if any one or more clauses are found to be invalid or unenforceable, that clause/clauses shall not affect the balance of these conditions of sale, which shall remain of full force and effect.
22. Entire agreement
This contract contains the entire agreement between the parties and any other terms thereof whether express or implied or excluded here from and any variations, cancellations or additions to this contract shall not be of any force or effect unless reduced to writing and signed by the parties or their duly authorised signatories. The agreement shall be governed by the laws of the Republic of South Africa. THE APPLICANT and THE SURETY / SURETIES, by their signatures hereunder, confirm that the information submitted in this application is true and correct in all respects and that they are entirely familiar with the terms and conditions contained herein.
