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T’s and C’s

1.     DEFINITIONS AND INTERPRETATION

1.1 CONTRACTOR shall mean Hero Manufacturing (Pty) Ltd t/a Hero Print, together with its successors in title, nominees and assigns;

1.2 CLIENT shall mean the entity/individual placing an order for printing with the CONTRACTOR, as indicated on the accepted quotation, together with its liquidators, trustees, nominees, successors in title and assigns;

1.3 AGREEMENT shall mean the accepted quotation, together with these TERMS AND CONDITIONS;

1.4 FORCE MAJEURE EVENT shall mean vis major (an act of GOD) and casus fortuitus (an unavoidable, unforeseen occurrence), inter alia, as a consequence of a pandemic, flood, strike, lock-out, legal restriction, civil disturbance, the PRINT COPY being prohibited by any legal authority or the Advertising Regulatory Board, or any other reason beyond the CONTRACTOR’s control;

1.5 PARTIES shall mean collectively, the CLIENT and the CONTRACTOR and a reference to “PARTY” shall be a reference to either of them as the context requires; 

1.6 PRINT COPY shall mean the copy provided by the CLIENT to the CONTRACTOR for printing and/or application by the CONTRACTOR;

1.7 PRINTED MATERIAL shall mean the printed product supplied by the CONTRACTOR in accordance with the accepted quotation and these TERMS AND CONDITIONS;

1.8 SERVICES shall mean the printing and/or application services provided to the CLIENT by the CONTRACTOR as specified in the quotation;

1.9 TERMS AND CONDITIONS shall mean these terms and conditions.

1.10 If any provisions forming part of the AGREEMENT conflict with each other then the order of precedence in which such provisions shall be interpreted shall be as follows:-

1.10.1 firstly, these TERMS AND CONDITIONS;

1.10.2 secondly, the accepted quotation.

2.     THE CONTRACT

2.1 Prior to the commencement of the SERVICES the CONTRACTOR shall submit to the CLIENT a quotation which shall specify the SERVICES to be supplied and the price.

2.2 The quotation shall be open for written acceptance by the CLIENT for the period reflected in the quotation, failing which, for a period of 14 (fourteen) business days from the quotation date, should no acceptance date be indicated thereon.

2.3 Upon acceptance of the CONTRACTOR’S quotation by the CLIENT, the CLIENT contracts with the CONTRACTOR for the supply to it of the SERVICES in accordance with those specifications contained in the quotation, subject to the provisions contained herein. 

3.     PAYMENT

3.1 The CLIENT shall pay to the CONTRACTOR the costs in the amount/s specified in the accepted quotation, which amount/s shall be paid in accordance with the terms indicated in the quotation, but no later than 30 (thirty) days from the date of the CONTRACTOR’S invoice.

3.2 Save where agreed to between the PARTIES to the contrary in writing, the payment by the CLIENT to the CONTRACTOR of all amounts due in terms of the AGREEMENT shall be made electronically into the CONTRACTOR’S banking account in accordance with the details appearing on the quotation or such other details as the CONTRACTOR may specify in writing from time to time.

3.3 All payments shall be made without deduction, demand or set off and shall be free of any bank exchange.

4.     OBLIGATIONS OF THE CLIENT

4.1 The CLIENT shall generally do all such things as may reasonably be necessary in order to enable the CONTRACTOR to fulfil its obligations to it.

4.2 Without detracting from the generality of the aforegoing, such obligations shall include the following:-

4.2.1 It shall ensure that the CONTRACTOR is provided with all approved PRINT COPY and other instructions, timeously and in the print ready format required by the CONTRACTOR, for the purpose of providing the SERVICES;

4.2.3 To timeously pay to the CONTRACTOR all amounts due by it in terms of the quotation; and

4.2.4 To otherwise timeously discharge all its remaining obligations to the CONTRACTOR either as recorded herein or in Law.

5.     OBLIGATIONS OF THE CONTRACTOR

5.1 The CONTRACTOR shall generally use its best endeavours to carry out the SERVICES in a good and professional manner and in accordance with internationally accepted standards in the printing industry for the purpose of giving effect to the quotation.

5.2 Without in any way detracting from the generality of the aforegoing such obligations shall include the following:-

5.2.1 To attend to the printing and/or application of the PRINT COPY in compliance in all reasonable respects with those written instructions received from the CLIENT;

5.2.2 The CONTRACTOR shall use all reasonable endeavours to complete the SERVICES within the estimated time frames but shall not be liable for delays beyond it’s control, from third parties or the CLIENT.

5.2.3 The CONTRACTOR shall not be liable to the CLIENT where any print failure, defect or deterioration is caused by inferior products requested or provided by the CLIENT and shall only be liable to replace PRINTED MATERIAL where print failure or defects are caused by the CONTRACTOR, and no refunds shall be due to the CLIENT. 

6.     WARRANTIES, INDEMNITIES

6.1 The CLIENT provides the CONTRACTOR with the following warranties in relation to the PRINT COPY:-

6.1.1 it complies in all respects with the requirements of the Advertising Regulatory Board of South Africa;

6.1.2 it has such authority as may be required in order to legitimately print the PRINT COPY in that manner and style contemplated, including, where applicable the authority of any individuals depicted therein;

6.1.3 the PRINT COPY does not breach the copyright or other similar rights vesting in any third party; and

6.1.4 the content of the PRINT COPY will not contravene any by-law or statute.

6.2 To such extent as may be necessary the CLIENT hereby indemnifies the CONTRACTOR against any claim of whatsoever nature that may be brought against it as a consequence of a breach by the CLIENT of such warranties, including those costs reasonably incurred by the CONTRACTOR in opposing such claim.

6.3 Should the CONTRACTOR on reasonable grounds believe that the CLIENT is in breach of the aforegoing warranties then, notwithstanding the indemnity provided for in Clause 6.2 above, the CONTRACTOR may decline to authorise the printing and/or application of the PRINT COPY until such time as the CLIENT is able to satisfy the CONTRACTOR to the contrary.

7.     LIMITATION OF CONTRACTOR’S LIABILITY AND FORCE MAJEURE

7.1 The liability of the CONTRACTOR to the CLIENT for non-performance of its obligations in terms of the AGREEMENT shall be limited in the following respects:-

7.1.1 Where the giving effect to the SERVICES is suspended, varied or cancelled as a consequence of any FORCE MAJEURE EVENT, the CLIENT shall have no claim whatsoever against the CONTRACTOR;

7.1.2 Where any act or omission on the part of the CONTRACTOR results in defective PRINTED MATERIAL, the CONTRACTOR’s liability to the CLIENT shall be limited to replacing the PRINTED MATERIAL at no additional cost to the CLIENT;

8.     OWNERSHIP AND RISK

8.1 Ownership in and to the PRINTED MATERIAL shall pass to the CLIENT upon payment of the amount/s in the quotation.

8.2 All risk in and to the PRINTED MATERIAL shall pass to the CLIENT upon collection of the PRINTED MATERIAL, with “collection” defined to include, in the case of applications on vehicles, upon application of the PRINTED MATERIAL on the vehicle. 

8.3 The CONTRACTOR shall have the discretion to charge the CLIENT storage costs at a market-related rate should it fail to collect the PRINTED MATERIAL within 24 (twenty-four) hours of being notified to collect.  

9.     INTEREST AND DEFAULT

9.1 The CLIENT shall be liable for interest on all overdue amounts at the rate of 2% (two percent) per month calculated from the due date of payment in terms of the payment terms herien and on the quotation to the actual date of payment.

9.2 In the event of either PARTY having to instruct an Attorney in connection with any breach by the other PARTY, the defaulting PARTY shall be liable for all legal costs on the scale as between attorney and client, including collection commission.

10.     CERTIFICATE

A certificate signed by a director or a manager of the CONTRACTOR shall be prima facie proof of balance outstanding due by the CLIENT to the CONTRACTOR.

11.     AMENDMENTS

The quotation and these TERMS AND CONDITIONS embodies the entire understanding of the PARTIES and there are no terms, conditions or warranties, whether express or implied, which are binding on the PARTIES other than those contained herein, and any amendment hereto shall not be binding on the PARTIES unless reduced to writing and signed by all PARTIES affected by such amendment.

12.     INDULGENCES

In the event of any PARTY hereto allowing any other PARTY any leniency, extension of time or indulgence, this shall be without prejudice to the rights of the PARTY granting such leniency, extension of time or indulgence, who shall be entitled to enforce his rights hereof at any time.

13.     NOTICES

All notices in terms hereof shall be considered validly served if sent by prepaid registered post by any PARTY hereto, or if delivered by hand or by email, and the date of service or receipt shall be presumed to be the fifth business day after the day of posting, or the date of delivery by hand or email, as the case may be, and for which purpose the PARTIES declare their addresses as they appear on the quotation to be their appointed domicillium citandi et executandi.

14.     APPLICABLE LAW

The AGREEMENT shall be governed and construed according to the laws of the Republic of South Africa, irrespective of the place where the AGREEMENT was entered into.

15.     CONSENT CLAUSE: DISCLOSURE OF PERSONAL INFORMATION

15.1 The CLIENT, by signature hereto, acknowledges having read and understood the CONTRACTOR’s Privacy Notice available on it’s website https://provantage.co.za/privacy-notice/ and hereby consents to the CONTRACTOR obtaining, using and disclosing of its Personal Information as described in the Privacy Notice.

15.2 The CLIENT agrees that any use or disclosure of the Personal or Confidential Information shall be strictly in compliance with the Protection of Personal Information Act, 4 of 2013, as amended. 

Hero Manufacturing (Pty) Ltd Reg No: 2021/142773/07

7 York Street, Kensington B, Randburg, 2194

PO Box 305, Cramerview, 2060

TEL (086) 177-6826 FAX (086) 177-6827 enquiries@provantage.co.za