This agreement is entered into between Bone Interior Design Studio (Pty) Ltd ("BONE") and the Client in respect of the Goods (as defined in this agreement). The Terms and Conditions as set out below are deemed to have been read carefully by the Client and accepted by the Client or the Client's representative confirming its Order of the Goods. These Terms and Conditions cover any transactions or Orders placed with Bone Designs whether online, website order page, via email, in person or in any other form.
"Agreement" means these Terms and Conditions, incorporating the written Order Quotation issued to and accepted by or on behalf of the Client;
"BONE" means Bone Interior Design Studio (Pty) Ltd (Registration Number 2020/238118/07), a company with limited liability incorporated and registered in accordance with the laws of South Africa.
"Client" means the person or entity to whom the Goods are provided in terms of this Agreement, and includes any agent or service provider authorised to act on behalf of the party which has contracted to obtain the Goods.
"CPA" means the Consumer Protection Act 68 of 2008 and its regulations, including without limitation, all amendments thereto in force from time to time.
"Goods" means the range of products that BONE makes available to its Clients, including but not limited to its bespoke furniture range which are manufactured by third parties, in terms of BONE's direction and commission, and made to order in accordance with the Order Quotation and includes any innovations or extensions to the range or such other products that BONE may make available from time to time to the Client.
"Intellectual Property" means all intellectual property rights, including patents, trademarks, service marks, registered designs, database rights, trade or business names, know-how, copyright (including rights in software), design rights, domain name rights, and any other intellectual property rights and rights of a similar or corresponding nature (whether registered or not and whether capable of registration or not) and including the right to apply for and all application for any of the foregoing rights and the right to sue for infringements of any of the foregoing rights, which are proprietary to BONE.
"Order" means the request made by the Client in respect of the Goods to which the Order Quotation relate.
"Order Quotation" means the document in which BONE sets out the details relating to the Client's requested Order relating to the Goods, the price(s) and other terms relevant to the order.
"Parties" means BONE and the Client as the parties to this Agreement.
"Prime Rate" means a rate of interest per annum which is equal to the minimum lending rate of interest per annum, compounded monthly in arrears, charged for the time being by BONE's nominated bankers.
"VAT" means Value Added Tax imposed in terms of the Value Added Tax Act 89 of 1991.
Ordering Process and Lead Time
Unless specifically agreed between the parties in writing at the time of the Order being placed by Client, Orders will be made in accordance to the terms set out in this Agreement.
Orders will be processed upon receipt of 70% deposit payment.
Orders will only be processed and the Goods provided when all details relating to the Goods, inter alia, the design, dimensions, materials and finishes have been confirmed by the Client in writing.
BONE's standard lead time is dependent on each specific Order and is calculated from the date of receipt of the Order Quotation and deposit payment into the correct bank account.
The Client is responsible for ensuring that it makes payments into the correct bank account. In the event of the Client paying into the incorrect bank account, the Client shall remain liable for payment due to BONE without the application of any delay or set-off.
The Client is required to cite their proforma invoice number or quote number as a reference when making payment.
Input Tax may only be claimed as each payment is made and upon receipt of a valid tax invoice.
BONE shall be entitled to charge interest levied at the prime rate for any late payments, such interest to be calculated from the due date for payment to actual payment received by BONE.
The lead time quoted by BONE is an estimated date of completion. Whilst every effort is made at all times to achieve the aforementioned date, there may be instances where delays occur that are outside of BONE's control. BONE will take every effort to expedite delayed lead times and will endeavour to update the Client throughout the process.
BONE reserves the right to delay or postpone the standard lead time without penalty in the event of unforeseen circumstances and/or situations outside of BONE's control.
BONE will not be held liable where an order is delayed by virtue of the importation of goods from outside of the Republic of South Africa.
Any Goods provided by BONE are made to order and reasonable delays must be expected in the event that certain goods or materials that form part of the Order are imported or otherwise not readily available.
The completed Goods will be made to order within the specified lead time and delivered to the Client on the appointed completion date as specified in the Order Quotation, or as otherwise agreed to in writing between the Parties.
Reasonable endeavours will be made to deliver the Goods on the scheduled date and time. Circumstances that are unforeseen or beyond BONE's control may however result in changes to the agreed delivery date and time, of which the Client will be informed in order to make alternative arrangements.
All risk passes from BONE to the Client on delivery of the Goods to the designated physical address of the Client and completion of the Order. Where the Order includes Goods leaving the BONE premises, via collection or delivery to the Client by a third party, the risk passes upon such Goods leaving the BONE premises.
Delivery costs are not included in the prices and, where applicable, will be quoted on a case-by-case basis according to the relevant circumstances of the Order, including the size and extent of the Order, and the physical address and accessibility of the premises where the Goods are due to be delivered.
The Client is required to inform BONE in writing in the event that delivery may be impacted or impeded by factors including, but not limited to, lift access, flights of stairs, narrow passages and/or other difficult obstacles or hindrances that will affect delivery in respect of the Order.
Where delivery is outsourced to independent third party contractor(s) delivery times are likely to vary and BONE cannot guarantee delivery timeframes, or warrant any performance in respect of such third party contractor(s). Under no circumstances can BONE be held liable by the Client for any delivery as carried out by such third party.
Where the Client prefers to arrange its own delivery, BONE cannot be held liable for such delivery.
At final delivery of the Order, the Client bears the responsibility to check that the Order has been adequately provided in accordance with the Order Quotation and any alternative arrangements made between the Parties in respect of the Order. Any damage or defects must be notified in writing to BONE within 3 (three) days of delivery, failing which the Order shall be deemed to have been received in good order.
Late delivery shall not invalidate the Agreement and the Client is obliged to accept delivery when tendered.
Shipping, Wrapping, Packaging, Crating
The Goods shall be the standard, quality and type set out in the Order Quotation save for any natural discolouration or other naturally occurring differences that may occur due to the use of natural products.
To the extent that the Order Quotation requires the shipping, wrapping, packing and/or crating of any item(s) and/or product(s) in relation to the Goods provided, BONE will ensure that all Goods are wrapped in a light wrapping to prevent scuffing or scratching.
In certain instances, and for certain Goods significant additional packaging (such as cardboard crates, pallet wrapping, heavy duty wrapping) may be required and in such event BONE will quote for the cost thereof as an additional cost to the Client.
Unless otherwise agreed in writing, the Client shall be responsible for the packaging, storing, installation and offloading of the Goods at the premises where the Goods will be located and BONE makes no warranty or representation of the suitability of the premises or the ability of the Goods to fit in to the premises.
Unless otherwise agreed in writing, BONE shall not be responsible for or liable for the supply of any additional material other than that reflected on the Order Quotation necessary for the installation of the Goods including, but not limited to, the supply of electricity and water.
Unless otherwise agreed in writing, BONE shall not have any liability to service the Goods after the delivery of the Goods to the Client.
Due to, inter alia, limited storage space, BONE is unable to allow requests for the delay in the delivery of an Order, except in exceptional circumstances and where the following provisions are adhered to by the Client.
Should the Client need to postpone delivery within the Cape Town and the surrounding area, the Client will be obliged to give BONE written notice of postponement at least twenty four (24) hours in advance. In the event that the Client seeks to postpone a completion date falling on a Monday, it must give BONE written notice by the preceding Friday.
Should the Client fail to give the requisite notice in terms of clause 5.3, BONE shall be entitled to charge a cancellation fee which may be charged by a third party, which fee must be settled in full by the Client before delivery can take place.
BONE reserves the right to delay or postpone pre-arranged deliveries and/or collections without penalty in the event of any circumstances arising which are beyond BONE's control.
BONE does not offer installation services and all installation will be done by a third party, which is to be organised and orchestrated by the Client.
BONE accepts no liability of whatsoever nature or responsibility for and damages to any Goods or otherwise which occur during the installation process.
BONE records and the Client acknowledges that the Client is advised that the Client is required to exercise caution in terms of any installation that may be required, including that the installation of certain items may not be suitable or safe in certain circumstances, including but not limited to, the installation of products on dry-wall, face-brick wall, or walls that are not flat and true.
It is strongly advised that children and pets not be present during the installation process for their own safety.
Returns and Cancellations
Returns are strictly not permitted by BONE, subject to the application of provisions set out in the CPA.
Should the Client elect to cancel an order where BONE has not commenced their performance in terms of the Agreement, BONE reserves the right to charge a reasonable cancellation penalty based on any costs incurred or time wasted up to the date of cancellation, including a minimum administrative fee of 5% of the total value of the Order being cancelled and the Client agrees that such forfeiture shall form part of a reasonable cancellation penalty to which BONE is entitled.
BONE will only accept the return of defective Goods within 6 (six) months of delivery of such Goods to the Client. In the event of a return, it shall be the Client's responsibility to have the Goods delivered to BONE at the Client's own expense.
In the event that defective Goods are returned, the Client is required to inform BONE via email of any intended returns and must do so prior to dispatch in order to allow BONE to track the Goods. The Client is further required to ensure that the returned Goods contain the Client's full details including name, contact number and BONE's full name and physical address.
All risk of loss or damage relating to any Goods will remain with the Client until such time as an authorised representative of BONE has accepted delivery thereof.
The Client is obliged to return the Goods wrapped in its original packaging, or property wrapped to sufficiently protect the Goods during transportation.
Upon receipt of the Goods, BONE will carefully examine the Goods and contact the Client within 3 (three) business days thereafter to discuss whether the Goods are defective. Should BONE determine that the Goods are defective, it will repair or replace the Goods, or refund the purchase price of the Goods to the Client and will compensate the Client for the reasonable delivery cost incurred by the Client for the return of the Goods to BONE (if any).
If the Goods are found not to be defective, the Client will not be entitled to any repair, replacement or refund and will be liable for the costs incurred by BONE in having such Goods redelivered to the Client including any incidental charges or fees which may be applicable such as packaging and/or insurance costs. The Client agrees to make payment of such amount due on demand by BONE.
BONE records and the Client agrees that the following would not amount to a defect entitling the Client to any repair or replacement of the Goods or any refund of the purchase price:
A slight difference in colour or texture from product to product, resulting from the use of materials which may have natural flaws and natural variances, including materials such as wood, brass, stone or leather;
Non-defective products that have been custom "made to order";
A product that has been damaged as a result of inadequate care, or as a result of negligence (as determined in BONE's sole discretion);
A product that the Client or any other person has altered, repaired, used, incorporated or added to where such alteration, repair, incorporation or addition has not been authorised in writing and in advance by BONE;
A product, where by its nature of being handmade and/or using natural materials, it has cracks, repair marks and/or imperfections which are a fundamental element of the product and which adds to the intrinsic value of the product will not be considered to be a defect;
A product which has not been correctly maintained (as determined in BONE's sole discretion).
In the event of the incorrect Goods being delivered to a Client in error, the Client must not remove the Goods from the original packaging and is required to return the Goods directly and immediately to BONE using the same delivery company. The Client is further required to promptly contact BONE, so that it may resolve the error by arranging to collect such products from the Client (if not already returned) and deliver the correct Goods to the Client as soon as possible.
Use of Goods and Care Instructions
The Client must familiarise themselves and those who will make use of the Goods provided by BONE.
Given that BONE cannot control the environment in which the Goods provided by BONE are utilised, it cannot be held responsible for any damage or injury to people or otherwise whatsoever. As with all environments (whether domestic or in commercial spaces), BONE is unable to prevent or guard against the misuse of its Goods and will not be held liable for any use which is unreasonable and not within the specific purpose of such design.
The Client is responsible for ensuring regular inspections of any aspect of the Goods provided in order to identify signs of damage and remove and/or correct the damage.
Where natural materials are used in the provision and manufacture of the Goods, it is the Client's responsibility to ensure that these materials are regularly inspected to ensure the continued structural integrity of such natural materials. Whilst BONE warrants to the best of its knowledge that there are no structural defects in the natural materials used, it cannot reasonably foresee and therefore cannot be held responsible for future defects.
BONE advises that certain climatic conditions, such as air-conditioning and/or extreme temperatures can have an effect on natural materials and that this is outside of BONE's control.
With respect to certain materials and finishes, there exists a chance that these will, over time, display naturally occurring imperfections for which BONE cannot be held liable.
Where any aspect of the Goods provided by BONE become subject to a third party agreement, the Client acknowledges that it is the Client's responsibility to advise any third party of the use and care terms as set out in this Agreement.
In general, BONE emphasises the importance of regular maintenance and inspections by the Client in order to identify damage before it becomes a danger to persons, property or otherwise.
Indemnity and Limitation of Liability
By accepting delivery of the Goods as arranged by BONE, the Client acknowledges that delivery may be carried out by an independent third party for whom BONE is not responsible.
In instances where the Client or its own representatives or agents have arranged its own delivery supplier or has itself collected any goods, the Client hereby indemnifies BONE for any loss, injury, death, theft and/or damage of whatsoever nature (whether direct, indirect or consequential), howsoever arising, which the client or any other person, animal or property may sustain ("losses") as a result of, or arising in connection with, the delivery of Goods at the Client's premises or elsewhere as directed by the Client.
In addition to the clauses 9.1 and 9.2 and to the full extent permitted in law, the Client hereby fully indemnifies BONE, and its officers, directors, members and employees as the case may be, for any losses arising out of or in connection with this Agreement and/or any losses arising out of the Client's breach of its obligations in terms of this Agreement.
BONE is the proprietor of registered and unregistered designs, trademarks, trade names, copyright and other industrial and intellectual property rights relating to the Goods and the Client hereby undertakes not to infringe upon any such rights in any manner whatsoever or allow a third party to infringe such rights, it being accepted that the Client's use of the Goods in the ordinary course will not amount to an infringement of such rights.
It is recorded that for the duration of this Agreement BONE will be processing personal information as regulated by or subject to the Protection of Personal Information Act (No. 4 of 2013) ("POPI Act"), as may be amended from time to time, relating to the Client and BONE acknowledges that it may process such personal information only for the purposes of opening this credit account and conducting the creditworthiness assessment of the Client and related services in terms of this Agreement. Personal information means the race, gender, sex, pregnancy, marital status, national or ethnic origin, colour, sexual orientation, age, physical or mental health, disability, religion, conscience, belief, culture, language and birth of a person; information relating to the education or the medical, financial, criminal or employment history of the person; any identifying number, symbol, email address, physical address, telephone number, location information, online identifier or other particular assignment to the person; the biometric information of the person; the personal opinions, views or preferences of the person; correspondence sent by the person that is implicitly or explicitly of a private or confidential nature or further correspondence that would reveal the contents of the original correspondence; the views or opinions of another individual about the person whether the information is recorded electronically or otherwise.
BONE will treat personal information that comes to its knowledge as confidential and must not disclose it unless required by law or in the course of the proper performance of the services in terms of this Agreement.
BONE will limit access to such personal information as per clause 11.2 only to those employees who need to know it in order to enable BONE to perform the services in terms of this Agreement.
The storage of such personal information may include the holding thereof, either on hard copy and/or soft copy and/or electronically and/or on servers and/or cloud services.
BONE further agrees to:
deal promptly and properly with all reasonable enquiries from the Client relating to its processing of personal information and to cooperate with any supervisory authority in the course of its enquiry;
promptly forward any requests regarding personal information to the Client;
secure the integrity of personal information in its possession or under its control by taking appropriate, reasonable, technical and organizational measures to prevent loss of or damage to; unlawful accessing to; or unauthorised processing of personal information;
establish and maintain appropriate safeguards to protect the personal information in its possession;
Upon termination of this Agreement or upon request of the Client, BONE shall return any material containing, pertaining or relating to the personal information disclosed pursuant to this Agreement to the Client. Alternatively, BONE shall at the insistence of the Client destroy such material. In the event of legislation preventing BONE from returning or destroying all or part of the personal information BONE warrants and guarantees that it will not process the personal information any further.
The Client agrees that it will at all times comply with the requirements of the POPI Act and Regulations and BONE's Data Protection Policy and that it shall only collect, use and process personal information it comes into contact with pursuant to this Agreement in a lawful manner, and only to the extend required to perform its obligations in terms of this Agreement.
In the event of any dispute or claim arising out of, or in connection with, the agreement, including any dispute relating to its existence, termination, validity or any breach thereof ("Dispute"), arising between the Parties, such Dispute will in the first instance be referred to a duly authorised senior representative of the Client and BONE for resolution. In the event that such Dispute is not resolved within 10 (ten) days from the date of such referral, the Client or BONE may refer the Dispute to arbitration in accordance with the rules of the Arbitration Foundation of Southern Africa. Such arbitration will be held in Cape Town or such other place as agreed between the Parties. The award of the arbitrator will be final and binding and may be entered as a judgment in any court having jurisdiction. These provisions will not prevent the Client or BONE from approaching any court or other judicial forum having jurisdiction to obtain timely injunctive or other relief in cases of urgency.
BONE will not be held liable for any costs and/or losses which occur as a result of any default or delay in the performance of its obligations in terms of this Agreement and/or the Order Quotation if and to the extent that such default or delay is caused, directly or indirectly, by fire, flood, earthquake, pandemic or epidemic, lockdown, elements of nature or acts of God, riots, civil disorders, government failures, delays or restrictions, rebellions or revolutions in any country or any other cause beyond the reasonable control; provided that BONE is without fault in causing such default or delay.
This Agreement will be governed, constituted and interpreted in accordance with the laws of the Republic of South Africa, without regard to conflict of law principles. The Parties hereby consent to the exclusive jurisdiction of the courts of South Africa in the determination of any matters arising out of this Agreement.
Prices quoted are based on information provided at the time of the quote. Any changes to measurements or fixing details or a shortage of certain materials may cause an increase in the price of the product.
Neither party shall be entitled to assign or otherwise transfer the benefit or burden of all or any part of this Agreement without the prior written consent of the other party.
Should any of the Terms and Conditions of this Agreement be held to be invalid, unlawful or unenforceable, such Terms and Conditions shall be severable from the remaining Terms and Conditions which shall continue to be valid and enforceable. If any term or condition held to be invalid is capable of amendment to render it valid, the parties agree to negotiate an amendment to remove the invalidity.
No change, waiver or discharge of the Terms and Conditions of this Agreement shall be valid unless in writing and signed by an authorised representative of the party against which such change, waiver or discharge is sought to be enforced, and any such change, waiver or discharge will be effective only in the specific instance and for the purpose given. No failure or delay on the part of either party hereto in exercising any right, power or privilege under the Agreement will operate as a waiver thereof, nor will any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power or privilege.
This Agreement constitutes the whole of the Agreement between the Parties relating to the subject matter hereof and no amendment, alteration, addition, variation or consensual cancellation will be of any force or effect unless reduced to writing and signed by a Party’s duly authorised representatives.
BONE makes no representations and gives no warranties or undertakings other than what is specifically set out in these Terms and Conditions;
The Parties warrant and acknowledge that the relationship between them is not in the nature of a partnership or that of employer/employee and that neither Party is in any manner entitled to make or enter into binding agreements of any nature on behalf of the other Party.
The expiration or termination of this Agreement shall not affect the provisions of this Agreement which necessarily must continue to have effect after such expiration or termination, notwithstanding that the clauses themselves do not expressly provide for this.
The Parties warrant to each other that they have taken or caused to be taken all steps, actions and corporate proceedings necessary to cause this Agreement to be binding on themselves. Either party shall, if requested by the other Party, furnish to the latter sufficient evidence of the authority of the person or person who shall, on behalf of the party so requested, take any action or execute any documents required or permitted to be taken or executed by such person under this Agreement. Each party agrees that, in its respective dealings with the other party under or in connection with this Agreement, it shall act in good faith.
Each party shall bear and pay its own costs of or incidental to the drafting, preparation and execution of this Agreement.