1.1 These terms and conditions form the entire agreement between LexisNexis (Pty) Limited and the customer ("the Customer") whose name appears on the invoice or delivery note ("the Invoice") for the sale and purchase of Goods or services appearing on the invoice ('the Goods"). Where a prior written agreement, other than a software licence agreement, exists between LexisNexis and the Customer with respect to the Goods the provisions of that agreement shall in all cases prevail over these terms and conditions.
1.2 In the event that the Customer enters into a licence to use any software and / or data comprised in the Goods or services appearing on the Invoice, these terms and conditions shall continue to have effect but the terms of such licence shall prevail over these terms and conditions in the event of conflict.
1.3 Orders are accepted by LexisNexis subject to availability of stock. LexisNexis reserves the right to deliver the Goods in two or more instalments.
1.4 LexisNexis reserves the right to withhold further supplies in the event of any breach of any of these terms and conditions for any other reason which LexisNexis considers warrants such actions.
2.1 The purchase price of the goods shall be paid by the Customer to LexisNexis without any deductions or set-off within the period stipulated on the Invoice.
2.2 If more than one delivery is made, then each delivery will be invoiced and shall be paid for separately but otherwise in accordance with 2.1.
2.3 LexisNexis shall be entitled to charge interest on all overdue amounts at the maximum rate permissible from time to time for money lending transactions in terms of the Usury Act or equivalent legislation, as amended. Such interest shall be calculated and payable monthly in advance on the first day of each and every successive month on the balance outstanding from time to time by the Customer to LexisNexis, and shall be added to the amount due to LexisNexis by the Customer in respect of the purchase price of the Goods.
2.4 The Customer agrees that in the event of any portion of an Invoice's indebtedness being disputed, then the Customer shall nevertheless forthwith pay the undisputed amount of such indebtedness according to the agreed terms of payment.
2.5 All Goods supplied by LexisNexis to the Customer shall remain the property of LexisNexis until the purchase price in respect thereof has been paid in full, but the Customer shall have the right to dispose thereof in the ordinary course of normal business in which event it is hereby expressly agreed in advance that the claim to any right of recovery of the purchase price from the eventual Customer of the Goods, shall be ceded to LexisNexis as security for payment of any amount outstanding.
2.6 LexisNexis shall be entitled to vary the price of publications and or subscriptions without prior notice to the customer and at its sole discretion.
3.1 The price of the Goods sold to the Customer is strictly Nett and not subject to any discounts unless otherwise agreed to in writing.
3.2 If any discount is agreed in writing, it shall only be allowed if payment is received by LexisNexis strictly by the due date and shall only apply to the actual price of the Goods themselves and not to any value-added tax, transport costs, insurance, storage charges or other duties or taxes.
4.1 Delivery shall be completed when the Goods are off-loaded at the destination if the Goods are to be transported by means of LexisNexis vehicle or when the Goods are loaded if they are to be transported by the Customer or a carrier engaged (whether by LexisNexis or the Customer) to transport the Goods to the Customer, provided, however, that if the Goods are forwarded to the Customer by means of normal post, it will be assumed that the Goods were delivered to the Customer unless the Customer notifies LexisNexis in writing within a period of 30 (thirty) days from the date of the invoice that it did not receive the Goods.
4.2 Should LexisNexis at the Customer's request, agree to engage a carrier to transport the Goods to the Customer, then:
(a) LexisNexis is authorised to engage a carrier on such terms and conditions as it deems fit; and
(b) The Customer indemnifies LexisNexis against all demands and claims which may be made against it by the carrier so engaged and all liability which LexisNexis may incur to the carrier arising out of the transportation of the Goods.
4.3 The risk in the Goods shall pass to the Customer on delivery of the Goods.
4.4 LexisNexis shall not be liable under any circumstances for any complaint or claim for any alleged shortage in delivery or defect in the Goods unless written notice is received by LexisNexis within seven days after delivery of the Goods to the Customer.
4.5 The signature of the employee or agent of the Customer which appears on LexisNexis official delivery note or waybill or delivery note of any authorised independent carrier, shall constitute conclusive evidence of delivery of the Goods purchased.
4.6 If more than one delivery is to be made then the provisions of this clause 4 shall apply to each delivery.
4.7 Time of delivery shall not be of the essence.
5. SET OFF
5.1 In the event of LexisNexis or any holding or subsidiary of fellow subsidiary or other division of LexisNexis, becoming indebted to the Customer, LexisNexis may set off such indebtedness against any moneys which may be or become owing by the Customer to LexisNexis.
6.1 LexisNexis liability to the Customer for any damages sustained by the Customer from any cause whatsoever including any damages arising out of LexisNexis negligence or that of its servants, agents or sub-contractors shall in any event and under all circumstances, be limited to the replacement at LexisNexis premises of the Goods which at the date of delivery thereof are subject to a patent defect arising from defective materials.
6.2 Except as provided in 6.1 above, LexisNexis shall in no circumstances whatsoever be liable for any loss of profit or any damage direct or indirect, consequential or otherwise sustained by the Customer whether or not caused by the negligence of LexisNexis, its agents or employees.
6.3 Insofar as any of LexisNexis obligations under the contract are carried out by any of its servants, agents, subcontractors, associates or subsidiaries, the provision of 6.1 and 6.2 above are stipulated for their benefit as well as for LexisNexis and each of them shall be exempted accordingly.
6.4 The customer shall not have any claim of any nature whatsoever against LexisNexis for any failure by LexisNexis to carry out any of its obligations under its contract with the Customer as a result of causes beyond LexisNexis control, including but without being limited to any strike, lockout, shortage of labour or materials, delays in transport, accidents of any kind, any default or delay by any sub-contractor or supplier of LexisNexis, riot, political or civil disturbances, the elements, any act of
any State or Government, any delay in securing any permit, consent or approval required by LexisNexis for the supply of Goods under the contract or any other authority of any other cause whatsoever beyond LexisNexis absolute and direct control.
Save as provided for in clause 6.1 all the Goods are sold voetstoots and without any warranties whatsoever, whether express or implied.
8.1 Should the customer default in paying his account strictly on due date or commit a breach of any of the terms and conditions of his contract with LexisNexis or; Being an individual, die or be provisionally or finally sequestrated or surrender or make application to surrender his estate or commit any act of insolvency; or being a partnership, the partnership is terminated; or being a company or close corporation is placed under a provisional or final order for liquidation or judicial management; or has a judgement recorded against it which remains unsatisfied for seven days; or compromises or attempts to compromise generally with any of the Customer's creditors; or enters into any transaction which has the effect of changing the beneficial ownership of the Customer's business;
Or if the Customer as a company or close corporation enters into any transaction which has the effect of a change in the effective control of the company or corporation; then, without prejudice to any other right may have:
(a) LexisNexis shall be entitled, but not compelled, forthwith to demand that the whole amount outstanding by the Customer from whatsoever cause arising, be paid immediately; and
(b) LexisNexis shall furthermore be entitled to cancel any agreement which exists between it and the Customer and suspend the carrying out of any of its then uncompleted obligations, in which event the Customer shall have no claim or claims of whatsoever nature against LexisNexis arising out of such cancellation of the suspension by LexisNexis to carry out any obligations.
8.2 LexisNexis rights in terms of 8.1 above shall not be exhaustive and shall be in addition to its common law rights.
8.3 No relaxation which LexisNexis may have permitted on any one occasion in regard to the carrying out of the Customer's obligations shall prejudice or be regarded as a waiver of LexisNexis rights to enforce its obligations on any subsequent occasion.
8.4 Upon the cancellation of the contract between LexisNexis and the Customer for any reason whatsoever:
(a) All amounts then owed by the Customer to LexisNexis from any cause whatsoever shall become due and payable forthwith; and
(b) LexisNexis may retake possession of all the Goods in respect of which ownership has not yet passed.
9.1 The Customer agrees that LexisNexis shall be entitled but not obliged to institute any proceedings against the Customer arising out of its contract with the Customer for the full balance outstanding in any Magistrate's Court having jurisdiction over the Customer from time to time notwithstanding that the claim or the value of the matter in dispute may exceed the jurisdiction of the Magistrate's Court. Further, the Customer agrees to be liable for all legal costs including costs on the scale as between attorney - and – own - client and collection charges and tracing costs.
9.2 A Certificate by any Director or Manager of LexisNexis showing the amount due and owing by the Customer to LexisNexis at any given time shall be prima facie evidence of the amount due by the Customer and such certificate shall be sufficient for purposes of judgement or provisional sentence or other legal proceedings.
The Customer nominates its business address as reflected on the face of the invoice as its domicilium citandi et executandi for service upon it of all notices and processes whether in connection with any claim or any sum due to LexisNexis or otherwise.
11. NEGOTIABLE INSTRUMENTS
Any promissory note, bill of exchange or other negotiable instrument received by LexisNexis from the Customer shall not be a notation of the debt for which it is given and LexisNexis waives presentment, notice of dishonour and protest where applicable.
12. RETURN OF THE GOODS - LOCAL PUBLICATIONS
If, in the exercise of its discretion, LexisNexis shall agree, at the written request of the Customer, to accept the return of any of the Goods for credit, which Goods were correctly supplied by LexisNexis and are not faulty or subject to any claim, LexisNexis shall be entitled without the necessity of any further agreement to claim from the Customer a handling charge of 10% (ten per centum) of the Invoice price of the Goods so returned.
13. RETURN OF GOODS - IMPORTED PUBLICATIONS
The Company will not accept any returns of imported publications that are supplied.
14.1 The Customer shall at all times keep the Goods sold to it adequately insured against all forms of loss.
14.2 Pending payment to LexisNexis for the Goods purchased, all benefits in terms of the Insurance Policy relating to the insurance of such Goods are hereby ceded to LexisNexis.
15. LAW APPLICABLE
The contract of sale to which this invoice relates is governed by the laws of the Republic of South
16. CESSION OF DEBTORS
The Customer does hereby irrevocably and
in rem suam
cede, pledge, assign transfer and make over unto and in favour of LexisNexis all its right, title, interest, claim and demand in and to all claims of whatsoever nature and description and however arising which the Customer may now or at any time hereafter have against all and any person, companies, corporations, firms, partnerships, associations, syndicates and other legal personae whomsoever ("debtor's debtors") without exception as continuing covering security for the due payment of every sum of money which may now or at any time hereafter be or become owing by the Customer to LexisNexis from whatsoever cause arising and for the due performance of every other obligation howsoever arising which the Customer may be or become bound to perform in favour of LexisNexis.
16.2 The Customer hereby undertakes that if and whenever LexisNexis will so require, the Customer will not later than the 7th day of every month, deliver to LexisNexis a schedule supplied by a director of all amounts which will have been owing to the Customer by its debtors on the last day of the preceding month reflecting thereon the amounts so owing by each debtor and the name and last known address of such debtor.
16.3 Whether or not the Customer's debtors will have been notified of the cession of all sums of money which the Customer will collect from its debtors or any of them shall be collected and received by the Customer as agents on LexisNexis behalf provided that LexisNexis shall be entitled at any time to terminate the Customer's mandate to collect all or any such sums of money, and that with effect from the termination of such mandate, the Customer will cease to collect or receive any payments on account of the debts in respect of which the Customer's mandate has been terminated.
16.4 The Customer agrees that LexisNexis shall be entitled at any time or times hereafter to give notice of this cession to all or any of the Customer's debtors and to take such steps as they may deem fit to recover the amounts respectively owing by the Customer's debtors to the Customer from time to time and for the time being provided that LexisNexis shall be obliged to refund any amounts to the Customer that are in excess of the amount to which the Customer will at that stage be indebted to LexisNexis.
16.5 The Customer warrants that LexisNexis will at all times while the cession will remain in force be entitled through its duly authorised representatives to inspect all or any of the Customer's records relating to any of the debts covered by this cession.
16.6 Should it transpire that the Customer entered into prior deeds cession or otherwise disposed of any of the right, title and interest in and to any of the debts which will from time to time be subject to this cession, then this cession shall operate as a cession of all the Customer's reversionary rights.
17. NON VARIATION
17.1 No variation, alteration or consensual cancellation of any of these terms and conditions shall be of any force or effect, unless in writing and signed by the parties hereto.
17.2 No waiver or abandonment by LexisNexis of any of its rights in terms of this application and these terms and conditions shall be binding on it unless such waiver or abandonment is in writing and signed by it.
18. THE CREDIT GRANTOR MAY:-
18.1 Perform a credit search on the applicant's record with one or more of the registered Credit Bureaus when assessing the applicant's application for credit.
18.2 Monitor the Credit Applicant's payment behaviour by searching his / her record at one or more of the Credit Bureaus.
18.3 Use new information and data obtained from Credit Bureau in respect of the applicant's future credit applications.
18.4 Record the existence of the applicant's account with any Credit Bureau.
18.5 Record and transmit details of how the account is conducted by the applicant in meeting his / her obligations on the account.
18.6 Use information obtained from one or more Credit Bureaus to assess future credit applications by the applicant and members of his / her family.
18.7 The Credit Applicant acknowledges and agrees that any information regarding his / her credit worthiness, defaults in payment to the credit grantor and details of how his / her account with the Credit Grantor is conducted may be disclosed to any other creditor of the Applicant or to one or more Credit Bureau.
18.8 The Credit Grantor shall not be liable for any damages that the Credit Applicant suffers arising out of the Credit Grantor performing the above-mentioned functions.
Signed _________________________& Accepted