SUNPRO BLINDS
TERMS AND CONDITIONS OF SALE
1. Acceptance of Order
1.1 The Purchaser’s signature on a quotation, order form, acceptance document, or payment of any deposit shall constitute an irrevocable offer to purchase the goods and/or services described therein.
1.2 Acceptance of such offer by Sunpro Blinds (“the Seller”) shall result in a valid and binding agreement between the parties, subject to these Terms and Conditions.
1.3 These Terms and Conditions constitute the entire agreement between the parties. No amendment, variation, waiver, or addition shall be valid unless reduced to writing and signed by both parties.
2. Payment Terms
2.1 All amounts shall be paid strictly in accordance with the payment terms stipulated on the quotation, invoice, or order confirmation.
2.2 Should the Purchaser fail to make payment of any amount on the due date, the full outstanding balance shall immediately become due and payable without further notice.
2.3 Interest shall accrue on all overdue amounts at a rate of 2% (two percent) per month, calculated from the due date until the date of full payment.
2.4 The Purchaser shall be liable for all legal costs, collection costs, tracing fees, and expenses incurred by the Seller in recovering any outstanding amounts, including attorney and client costs where applicable.
3. Ownership of Goods
3.1 Ownership of all goods supplied shall remain vested in the Seller until the purchase price and all related charges have been paid in full.
3.2 The Seller reserves the right to recover and remove any goods supplied where payment has not been made in full.
3.3 The Purchaser hereby grants the Seller reasonable access to the premises for purposes of recovering such goods and shall not obstruct or prevent such recovery.
3.4 The Seller may cede, assign, or transfer its rights, title, and interest in the goods or this agreement to any third party without the Purchaser’s consent.
4. Made-to-Measure Products
4.1 All products supplied by Sunpro Blinds are custom-made and manufactured according to the Purchaser’s specifications.
4.2 Once an order has been accepted by the Seller, it may not be cancelled, amended, or varied except with the Seller’s prior written consent.
4.3 Should the Seller agree to a cancellation or amendment, the Purchaser shall immediately pay all costs incurred by the Seller up to the date of cancellation or amendment, including but not limited to materials, labour, manufacturing, administration, and supplier costs.
4.4 Deposits paid are non-refundable and shall be forfeited in the event of cancellation by the Purchaser.
5. Lead Times, Delivery and Installation
5.1 Standard lead times are estimated at approximately 10–12 working days from receipt of the required deposit, final measurements, and approval of specifications.
5.2 Lead times are estimates only and are provided in good faith. They do not constitute a guarantee and shall not be regarded as a material term of this agreement.
5.3 Lead times may be extended due to circumstances beyond the Seller’s reasonable control, including but not limited to:
Supplier or manufacturer delays;
Material shortages;
Transport or courier disruptions;
Adverse weather conditions;
Labour disputes or shortages;
Power outages or utility interruptions;
Government restrictions;
Force majeure events; or
Any other unforeseen circumstances beyond the Seller’s control.
5.4 The Seller shall not be liable for any direct, indirect, consequential, incidental, commercial, financial, or special losses, damages, penalties, claims, or expenses arising from delays in manufacturing, delivery, or installation where such delays are beyond the Seller’s reasonable control.
5.5 Any proposed installation or delivery date is an estimate only and failure to meet such date shall not entitle the Purchaser to cancel the agreement, withhold payment, claim damages, or avoid any obligations under this agreement.
6. Product Approval and Specifications
6.1 The Purchaser is responsible for reviewing and approving all measurements, colours, fabrics, materials, specifications, and product selections before production commences.
6.2 Sunpro Blinds shall manufacture and supply products in accordance with the specifications approved by the Purchaser.
6.3 The Seller shall not be liable for errors arising from incorrect information, measurements, selections, or approvals provided by the Purchaser.
6.4 Due to manufacturing processes and differences in display screens, lighting conditions, dye lots, and materials, slight variations in colour, texture, shade, or finish may occur and shall not constitute a defect.
6.5 In the event that a product is supplied materially differently from the Purchaser’s approved specifications due solely to an error by the Seller, the Seller shall, at its sole discretion, repair, replace, or rectify the affected product. Such remedy shall constitute the Purchaser’s sole remedy.
7. Permits and Approvals
7.1 The Seller shall not be responsible for obtaining any approvals, permits, permissions, plans, or authorisations required by any municipality, homeowners association, body corporate, governmental authority, or similar entity.
7.2 Obtaining such approvals shall remain the sole responsibility of the Purchaser.
7.3 Refusal of any approval shall not entitle the Purchaser to cancel this agreement or claim any refund.
8. Cession and Assignment
8.1 The Seller may cede, assign, transfer, or delegate any of its rights or obligations under this agreement without the Purchaser’s consent.
8.2 The Purchaser shall not cede, assign, transfer, or delegate any rights or obligations arising from this agreement without the Seller’s prior written consent.
9. No Waiver
9.1 No extension of time, relaxation, indulgence, or failure by the Seller to enforce any provision of this agreement shall constitute a waiver of any rights under this agreement.
10. Limitation of Liability
10.1 To the fullest extent permitted by law, the Seller shall not be liable for any indirect, consequential, incidental, special, commercial, or financial losses suffered by the Purchaser.
10.2 The Seller’s maximum liability arising from any claim relating to the goods or services supplied shall be limited to the value of the affected goods or services.
10.3 The Seller shall not be liable for any losses arising from circumstances beyond its reasonable control.
11. Insolvency
11.1 In the event of insolvency, liquidation, business rescue, sequestration, or winding-up of the Purchaser, all amounts owing to the Seller shall immediately become due and payable.
11.2 The Seller shall be entitled to exercise all rights available under law and this agreement to recover outstanding amounts and goods.
12. Jurisdiction and Domicilium
12.1 The Purchaser chooses as its domicilium citandi et executandi the physical address reflected on the quotation, invoice, or order form.
12.2 The Seller shall be entitled, at its sole discretion, to institute legal proceedings in any Magistrate’s Court having jurisdiction over the Purchaser, notwithstanding that the amount claimed may exceed the ordinary jurisdiction of such Court, and the Purchaser hereby consents to such jurisdiction in terms of Section 45 of the Magistrates’ Courts Act 32 of 1944, as amended.
13. Discounts and Promotions
13.1 Any quotation, discount, rebate, promotional offer, or special pricing is subject to written confirmation by the Seller.
13.2 Discounts may be withdrawn at any time before acceptance of an order.
13.3 Once an order has been accepted by the Seller, the agreed pricing shall remain binding unless otherwise agreed to in writing by both parties.
14. Right to Refuse Service
14.1 The Seller reserves the right to refuse, suspend, or terminate services where:
Payments are overdue;
Access to the installation site is restricted, unsafe, or unavailable;
The Purchaser breaches any provision of this agreement; or
Circumstances arise which make performance commercially impractical, unsafe, or impossible.
15. Acknowledgement
15.1 By signing the quotation, order form, acceptance document, or by paying any deposit, the Purchaser acknowledges that they have read, understood, and accepted these Terms and Conditions in their entirety.
15.2 The Purchaser further acknowledges that all products supplied by Sunpro Blinds are custom-manufactured and that production may commence immediately upon acceptance of the order and receipt of any required deposit.
