TERMS AND CONDITION

1. Acceptance of Orders:

Danielle's Embroidery cc(DE) will only supply the customer (the Customer) with goods on these terms unless we have agreed in writing to different terms. The Customer should obtain written confirmation from DE where the customer believes a representation made by or on behalf of DE is an essential term of the contract of sale. DE will not be liable should the customer suffer any loss where the customer fails to obtain written confirmation.

2. Payment:

DE reserves the right to request a deposit of 50% prior to the commencement of work on customers garments or gifts. If DE is supplying goods then 75% deposit will be required and the balance of payment must be paid prior to commencement of work. The customer will be given the opportunity to see the embroidery on a piece of fabric and approve quality of embroidery(this applies to all other branding). Thereafter DE will also be happy to run a sample on client's garment/goods for approval before commencement of production. Once the customer gives the go ahead to proceed, then final payment should be made. When DE supplies goods it is entirely up to customer to make sure that the customer has approved the goods before any branding begins.

3. Quotations:

DE initially creates an informal quote which is usually a response to the customers email. If the customer approves this then DE sends a profile which is filled in with customers details so that a formal quote can then be created in pastel. This is not a credit application as payment is COD. When quotations are based on printed, typewritten or other good copy and the copy actually given is poorly prepared of different from that originally submitted or described, an extra charge may be made for any additional work or cost involved. The written quotation of DE shall be deemed to interpret correctly customers instructions, whether written or verbal and customers are accordingly advised to exercise due care in checking quotations. When DE has quoted a firm price and no period of effectiveness is given then the price will only apply for 14 days from the date of quotation.

4. Cancellation of Orders:

If an order is cancelled where DE has supplied the goods then a 20% handling fee will be charged.

5. Price and VAT:

The price of goods and services will be current at the date of delivery unless DE has quoted a firm price. The price of the goods and or services will always exclude VAT.

6. Reject Rate:

DE is allowed a 1-2% reject rate on goods that are not supplied by DE.

7. Duty, Exchange & Insurance on export goods:

In all quotations for work for which threads or material is specifically indented, the price shall be increased or decreased proportionately should duty, exchange, insurance or other charges on such materials or threads be altered before the Inwards Customs Entries are passed.

8. Cost Variation:

Quotations throughout these conditions include estimates that are based upon the current costs of production and are subject to amendment by DE on or at any time after acceptance to meet any rise or fall in such costs.

9. Customers Verbal Instructions:

DE shall not be held responsible for errors or omissions due to oversight or to misinterpretation of the customers verbal instructions.

10. Alterations:

In all quotations for work for which threads or material is specifically indented, the price shall be increased or decreased proportionately should duty, exchange, insurance or other charges on such materials or threads be altered before the Inwards Customs Entries are passed.

11. Experimental Orders, Proofs & Samples:

Customers corrections on or after first proof, including alterations in style, will be charged extra. No responsibility will be accepted for errors in proofs approved by customers. Where more than one proof is requested after a quotation is given, or where embroidery proofs are demanded, the customer shall pay time charges covering the full cost. Work produced in an experimental draft way, (including graphic design and stitched samples) at a customers request will be considered an order and charged for. Sketches and dummies submitted on a speculative draft basis shall remain the property of DE, and no use of the same shall be made, nor shall any idea obtained there from be used except upon payment of compensation determined by DE.

12. Ownership of Embroidery Programme:

While the right to use an Embroidery Programme will remain with the Customer, once paid for, the actual Programme Card, Tape, Cassette, Disk or any means of reproducing the Programme will remain the sole property and right of DE.

13. Illegal Matter & Intellectual Property:

DE shall not be required to embroider any matter that in their opinion is or may be of illegal or libelous nature. DE shall be indemnified by the Customer in respect of any claims, costs, and expenses arising out of any illegal or libelous matter embroidered for the customer or any infringement of copyright, trademark, patent, design or other intellectual property right.

14. Holding Machines to Customers Instructions:

Unless the customer is present when the job is being made ready embroidery machines standing customers approval will be charged at current rates for the standing time.

15. Variation in Quantity:

Every endeavor will be made to deliver the correct quantity ordered, but quotations are conditional upon a margin of five percent being allowed for overs or shortages unders, the same being charged for or deducted pro rata.

16. Delivery:

Unless otherwise specified quotations are based upon a continuous and uninterrupted delivery of the complete order to DE. Should expected delivery be agreed upon necessitating over-time or other additional costs, an additional charge may be made. If DE has specified a delivery date DE will endeavor to deliver the goods and services to the Customer by that date, however: DE will be entitled to deliver the goods or services to the customer after the agreed date or cancel the contract without in any way being liable to the customer if the delay is in respect of causes outside DEs control. DE may deliver the goods or services to the customer in installments in any quantity and each delivery will be a separate contract independent from other deliveries. The Customer may not refuse to accept delivery of goods or services except where there is a prior agreement in writing.

17. Customers Property and Property Supplied:

The Customers property and all property supplied to be embroidered by or on behalf of the customer will be held at the customers risk. Every care will be taken to secure the best results where customers supply materials or equipment, but responsibility will not be held for imperfect work caused by defects in or unsuitability of such materials or equipment. Where the customer supplies materials or garments adequate quantities shall be supplied to cover spoilage.

18. Exclusions & Limitations To Our Liability:

Where law permits DE can exclude or contract out of all statutory conditions, guarantees and warrantees including but not limited to the warranties imposed by the Sale of Goods Act 1998. DE gives technical advice or assistance entirely at the customers risk. DE warrants only that the goods or services comply with the specifications of DE where DE is the manufacturer or that they comply with the manufacturers specifications where DE is not the manufacturer. All descriptions of the goods and services are to enable their identification and does not mean that their sale is by description. DE shall not be liable to the customer for indirect or consequential loss or for any loss to the customer arising from third party claims occasioned by errors in carrying out the work or by delays in delivery or failure to supply goods or services. Any liability by DE due to negligence or willful default is limited to the amount DE may receive from the manufacturer where DE is not the manufacturer or to the sale price or services where DE is the manufacturer.

19. General Lien:

DE shall in respect of all unpaid debts due from the customer have a general lien on all goods and property in the hands of DE and shall be entitled on expiration of fourteen days notice to dispose of such goods or property as DE thinks fit and to apply the proceeds towards such debts.

20. Title & Risk:

Goods are at the customers risk as soon as they have been delivered to the customer. DE remains the owners of the goods or services DE supplies the customer on the terms specified herein until the customer has paid in full amounts the customer owes DE for all the goods or services DE has supplied to the customer. Whilst DE is the owner of the goods or services the customer will always keep the goods or services clearly identified as DEs property. DE will still own the goods or services if the customer repackages them. If the customer mixes the goods or services with other material DE will own a share of the mixture that equals the proportion that the cost of DEs goods or services bear to the total cost of materials comprising the mixture. The customer may sell the goods or services only if the customer keeps enough of the sale proceeds to pay DE for the goods or services in a separate bank account in trust for DE. The customer licenses DE to enter any of the customers premises during business hours to repossess the goods or services while the customer owes DE money. The customer cannot revoke this licence. The fact that DE owns the goods or services will not affect DEs right to sue the customer for the price of DEs goods or services if the customer does not pay DE on time. DE has no obligation to accept returned goods or services instead of being paid for them. DE has no obligation to do anything to limit the loss DE might suffer if the customer does not pay DE on time.

21. Disputes:

DE will only be liable to the customer for shortfalls, losses, damage or failure to meet specifications where the customer has notified DE of those matters in writing within seven days of taking delivery. Beyond this period no claim will be entertained. Goods or services that do not meet the customers order may not be returned to DE unless: DE has agreed in writing that they may be returned. The customer has not held the goods or service for more than fourteen days. Any containers or packaging has not been damaged in any way. The customer pays the cost of returning the goods or services. The customer pays DEs handling fee. In the event of a dispute 75% of the invoiced price will be payable immediately. The balance is to be deposited into a solicitors account pending arbitration.

22. No assignment:

The customer may not assign its rights or delegate performance under this agreement without the express consent of DE in writing.

23. Costs:

The customer shall pay to DE any costs (on a solicitor/own client basis) incurred by DE in enforcing these Conditions of Sale.

24. Proper Law:

The condition shall be interpreted and governed by the law of South Africa. The parties agree that any proceedings or determination of any dispute arising from or pursuant to this agreement shall be commenced and determined in Randburg, South Africa.