MIRO Wireless IP Convergence: Standard Terms and Conditions of Trade

1. Standard Terms and Conditions of Trade

These terms and conditions define 'goods' as those indicated on any company forms, price lists, quotation orders, delivery notes, or invoices.

2. Prices and Quotations

Prices for goods and services are based on the usual price list at the time of sale. MIRO reserves the right to change prices without prior notice. Quotations are valid for 3 days from the quote date, subject to availability. Prices are exclusive of VAT, which is for the customer's account.

3. Payment

Payment is due immediately, except for credit-approved customers who have terms specified in their credit agreement. Customers cannot withhold payment or make set-offs without written agreement. MIRO may suspend deliveries and exercise rights if any amount is unpaid. If an amount is not settled, the full outstanding amount becomes due, with interest charged at 5% above the prime overdraft rate of Standard Bank Limited on overdue amounts. MIRO may suspend service and repairs if payments are overdue.

4. Withdrawal of Credit Facilities

MIRO's decision to grant credit facilities and their extent is at MIRO's discretion. MIRO reserves the right to withdraw, increase, or decrease credit facilities at any time without prior notice.

5. Orders

Customers confirm that goods and services on the tax invoice represent their orders. MIRO accepts all written and verbal orders, which are binding unless varied or canceled with prior written consent. MIRO is not responsible for errors in verbal orders if the customer fails to confirm them in writing. Orders are irrevocable offers to purchase, accepted by MIRO through delivery, written acceptance, or confirmation.

6. Delivery

A signed delivery note is prima facie proof of delivery. MIRO may split deliveries as it decides. If a customer uses a third-party transporter, they indemnify MIRO against any claims. MIRO may use a third-party transporter. If a customer requests a more expensive delivery method, additional charges apply. MIRO does not guarantee specific delivery dates or times, and delays do not entitle the customer to cancel orders or claim for losses. Short deliveries or damaged goods must be reported within 24 hours. Goods on evaluation, approval, or demonstration are deemed sold after 7 days if not returned in perfect condition with original packaging and accessories.

7. Ownership and Risk

All risk in goods passes to the customer upon delivery. Ownership remains with MIRO until full purchase price is paid. In case of breach, sequestration, or insolvency, MIRO can repossess goods without a court order. Customers must insure purchased goods against loss or damage until full payment, ceding insurance benefits to MIRO.

8. Breach of Contract

If a customer fails to remedy a breach within 48 hours of notice, or repeatedly breaches the agreement, or becomes insolvent, MIRO can take possession of goods without a court order. The customer must inform the landlord about MIRO's ownership of goods kept on the premises.

9. Legal Proceedings

These terms are governed by the law of the Republic of South Africa. MIRO may institute action in any court, regardless of jurisdiction limits. A certificate issued by a MIRO director is prima facie proof of indebtedness or delivery. Computer evidence printouts are admissible. The customer's address in the Distributor Application form is their domicile for legal purposes. In case of breach or non-payment, the customer pays MIRO's legal costs on an attorney/own client scale. MIRO and its employees are not liable for negligent or innocent misrepresentations.

10. Arbitration

MIRO may refer disputes to arbitration, with the award being final and binding. Arbitrators will be agreed upon or appointed by the Arbitration Foundations of Southern Africa.

11. Returned Goods

MIRO is not obligated to accept returned goods, but customers may apply for permission. Returned goods must be sent at the customer's cost. Defective goods can be returned at the customer's cost for replacement with similar items; no refunds are given for defective goods. MIRO may offset the value of returned goods against amounts due. MIRO reserves the right to charge a handling fee for canceled orders or returned goods.

12. Warranties and Indemnity

Goods are guaranteed under manufacturer-specific warranties only; other guarantees are excluded. Guarantees are void if equipment is tampered with or seals are broken by unauthorized persons, or if goods are operated outside specifications. Guarantee claims require the original tax invoice, original packaging, and all accessories. No warranties apply beyond those in this contract, and MIRO disclaims implied warranties of merchantability and fitness for a particular purpose. Statements by MIRO employees do not constitute warranties. MIRO is not liable for loss, damage, or expense arising from the use of goods or services.

The customer indemnifies MIRO against claims arising from defects in supplied goods or services.

13. Repairs

MIRO's liability for manufacturer warranties is limited to repair, replacement, or credit at MIRO's or the manufacturer's discretion.

14. Disclosure of Personal Information

Customer personal information may be used for creditworthiness assessment. MIRO has consent to contact credit bureaus and third parties for information relevant to credit assessment. Information given in confidence to MIRO by a third party will not be disclosed to the customer. The customer consents to MIRO furnishing credit information to credit bureaus and trade reference seekers.

15. General

MIRO may vary or amend these terms and conditions at its discretion; amendments are binding upon publication. This contract constitutes the entire agreement. Amendments require written consent signed by a MIRO director. No relaxation or indulgence by MIRO waives its rights. Customers cannot cede rights or assign obligations. MIRO may cede its rights without notice. Customers must notify MIRO of changes in address or business details within 7 days. Headings are for convenience and do not affect interpretation. If any term is unenforceable, it is severable and does not affect other terms. Customers must inform MIRO 14 days prior to selling or alienating their business, or it constitutes a material breach. MIRO follows radio emission regulations and is not responsible for products used outside their intended use.

Contact Information

MIRO has offices in Centurion, Cape Town, Durban, and Nelspruit. Contact details for each office are provided, including phone numbers and website.