1. General Provisions - Scope 2. Conclusion of Contract 3. Prices and Delivery/Shipping Costs 4. Payment Terms and Conditions 5. Delivery Conditions and Partial Delivery Provisions 6. Reservation of Title 7. Samples Distribution and Documentation 8. Consumer’s Right of Withdrawal 9. Warranty Claims 10. Limitation of Liability 11. Copyright /Third Party Protected Rights, Release from Liability, Inadmissible Designs 12. Product Labeling, Promotional Rights, and Right of Use 13. Court of Jurisdiction – Place of Fulfillment 1. General Provisions – Scope
1.1 These General Terms and Conditions apply to all orders placed by Consumers or Business Entities, both of which are referred to hereinafter as “Customer”, with
CIOVITA (Pty) Ltd Suite 101, 95 Sir Lowry Rd, Cape Town, South Africa, 8001. +27 21 461 3931 info@CIOVITA.com
Hereinafter referred to as “CIOVITA”.
1.2. A Consumer is defined as any natural person, who enters into a contract for purposes that cannot be attributed to his or her commercial, trade, business, professional, or freelance professional activity.
1.3. A "Business Entity" is any natural person or legal entity, or company with legal personality, which carries out commercial or freelance professional activities on entering into a legal transaction or contract.
1.4. All entities, whether Consumers or Business Entities, will be considered Customers in the context of these General Terms and Conditions.
1.5. All deliveries from CIOVITA to the Customer are carried out based exclusively on these General Terms and Conditions given below.
1.6 The Customer's business or purchase terms are herewith expressly rejected. 2. Conclusion of Contract
2.1. The product images displayed in the online shop are "offers" inviting the Customer to place a non-binding order with CIOVITA.
2.2 Purchase of Stock Items
2.2.1. Stock items are those products that the Customer may acquire from CIOVITA without making any individual adjustments of its own to them.
2.2.2. By completing and sending off the order form on the internet for stock items, the Customer submits a binding offer for the conclusion of a contract of purchase by clicking the button “Order” which is an obligation to pay. At any time prior to sending off the binding order, the Customer has the opportunity to check that the order details (item, quantity, price, modes of delivery and payment) are right and if necessary to correct them. The ordering process can be aborted at any time prior to finalizing the order by closing the browser window.
2.2.3. CIOVITA can accept an order within 7 working days by either sending a separate order confirmation or by delivering the order. CIOVITA may reject any order – for example after reviewing the Customer’s creditworthiness or the latter’s offer for its legal and effective feasibility, in particular for any possible infringement upon trademark rights of third parties.
2.2.4. CIOVITA shall send an automatic order confirmation via e-mail to the Customer immediately subsequent to receipt of the order. The order confirmation does not represent an acceptance of the offer.
2.2.5. All orders for stock items received by email or telephone will also be acknowledged and confirmed by CIOVITA without delay. The order acknowledgement does not represent a binding acceptance of the offer, unless it is explicitly declared by CIOVITA to do so.
2.3. Purchase of Custom Products 2.3.1. Custom Products are products which have been individualized by the Customer by way of being shaped according to its own ideas, e.g. in design, lettering and colours or by way of the incorporation of logos.
2.3.2. CIOVITA shall send the Customer by e-mail a control design, including a cost estimate, and shall quote the delivery conditions (including the acceptable payment methods, delivery terms and these General Terms and Conditions). The Customer shall be required to review the control design, cost estimate and terms of delivery and may then confirm the offer made by CIOVITA therein within two weeks of receipt thereof in writing or per email. Upon receipt of this confirmation, the contract between the Customer and CIOVITA shall come into being and Customer will receive a brief confirmation email.
2.4. Upon conclusion of the contract, all relevant contract information pertaining to the order will be stored by CIOVITA and provided to the Customer in a saveable and printable format via email. The General Terms and Conditions can be viewed, printed, and saved by the Customer.
3. Prices and Delivery/Shipping Costs
3.1. For Consumers in South Africa, the prices quoted given are final prices and include the statutory incidental taxes, in particular Value Added Tax. and all other price components: Postage is charged separately.
3.2 For Consumers internationally, all prices quoted are net prices. The shipping address is decisive. If, according to the statutory regulations, the goods are subject to VAT in the recipient country, then this shall be paid additionally upon receipt of the goods. Furthermore, the goods may be subject to import duties, which the Customer shall pay additionally upon receipt of the goods. The duties referred to are to be paid to the Customs office or will be collected by the courier service.
3.3 The price does not include transport and packaging The specific dispatch/delivery price is determined by quantity and delivery location and may be subject to an additional extended area surcharge.
3.4. The prices for Business Entities are understood as being ex works or warehouse and are subject to packaging, and the applicable rate of VAT
4. Payment Terms and Conditions
Payment must be made by either bank EFT or credit card, in advance 5. Delivery Conditions and Partial Delivery Provisions
5.1. The projected delivery period for Custom Products is approximately 2-8 weeks after receipt of the order confirmation. If an Express Service has been agreed the delivery time will be individually agreed with the respective Customer. For stock items from the (online) shop, the delivery period shall be 3-8 working days subsequent to receipt of the order.
5.2. The delivery time may be prolonged accordingly without CIOVITA being obliged to provide separate notification hereof, if and inasmuch as the Customer should be obliged to pay in advance but fail to do so.
5.3. In the event that an order is not completely available for shipping, we reserve the right to make a partial delivery at our expense, inasmuch as this is deemed reasonable for the Customer. 6. Reservation of Title
6.1. Until all claims held by CIOVITA under the terms of the delivery contract have been settled in their entirety, the goods shall remain the property of CIOVITA (reserved goods). In the case of a business of merchant, CIOVITA shall remain the owner of all items delivered until all payments due under the business relationship have been received.
6.2. The Customer is obliged to handle the product with care until the transfer of ownership has occurred. 7. Supply of Samples and Documentation
7.1. Samples provided by CIOVITA to show the quality of its products as well as assist in sizing are to be handled with care. The samples must be returned to CIOVITA by the date stated on the delivery note at the latest. This period may only be extended following an individual request.
7.2. CIOVITA will bear the cost of shipping the samples to its Customer, the Customer the cost for the return shipment. CIOVITA will on principle only accept return deliveries of samples if these have been sent with the proper amount of postage.
7.3. If the samples are not returned by the date indicated on the delivery note, CIOVITA reserves the right to demand the regular purchasing price (Price for 10 units onwards) based on CIOVITA’s current price list for the product at the time of delivery.
7.4 CIOVITA retains the copyright and right of ownership to all illustrations, drawings, calculations and documentation provided to the Customer; this includes all documentation even that which is not denoted as confidential in any from. The Customer must obtain the explicit written consent from CIOVITA to forward any of the above to third parties. 8. Consumer Protection Act - Consumer’s Right of Withdrawal
8.1. Consumer’s Right of withdrawal Notification of Right of Withdrawal Right of Withdrawal
You have the right to withdraw from this contract within 7 days without giving any reason. The withdrawal period will expire after 7 days from the day on which you acquire, or a third party other than the carrier and indicated by you acquires, physical possession of the goods. To exercise the right of withdrawal, you must inform us
CIOVITA Suite 101, 95 Sir Lowry Rd, Cape Town, South Africa, 8001. +27 21 461 3931 info@CIOVITA.com
of your decision to withdraw from this contract by an unequivocal statement (e.g. a letter sent by post, or e-mail).
To meet the withdrawal deadline, it is sufficient for you to send your communication concerning your exercise of the right of withdrawal before the withdrawal period has expired. Effects of Withdrawal
If you withdraw from this contract, we shall reimburse to you all payments received from you, including the costs of delivery (with the exception of the supplementary costs resulting from your choice of a type of delivery other than the least expensive type of standard delivery offered by us), without undue delay and in any event not later than 14 days from the day on which we are informed about your decision to withdraw from this contract. We will carry out such reimbursement using the same means of payment as you used for the initial transaction, unless you have expressly agreed otherwise; in any event, you will not incur any fees as a result of such reimbursement. We may withhold reimbursement until we have received the goods back or you have supplied evidence of having sent back the goods, whichever is the earliest. You shall send back the goods or hand them over to us, without undue delay and in any event not later than 14 days from the day on which you communicate your withdrawal from this contract to us. The deadline is met if you send back the goods before the period of 14 days has expired. You will have to bear the direct cost of returning the goods.
You are only liable for any diminished value of the goods resulting from the handling other than what is necessary to establish the nature, characteristics and functioning of the goods.
CIOVITA, will process the refund within 15 days of receiving the returned goods
8.2. Exclusion of the Right of Withdrawal for Customized/Personalized Orders
The right of withdrawal as defined in Section 8.1 of these General Terms and Conditions does not apply to orders and ‘goods made to the consumer’s specifications’ means non-prefabricated goods made on the basis of an individual choice of or decision by the consumer to have these goods clearly personalized.
9. Warranty Claims
9.1. Warranty for Consumers shall be in accordance with the relevant legal regulations.
9.2. In the case of warranty claims held by Business Entities the statute of limitations shall be, as far as is legally permissible, one year beginning from the date of the transfer of risk.
9.3. Deviations deemed standard throughout the industry as well as technically unavoidable tolerances in colour, quality, material, weight, or any other specifications do not represent reasonable grounds for any complaints by the Customer.
9.4. When printing on textiles, slight variations in tonal values, both in print proofs and the following order are always possible and unavoidable. CIOVITA will do its best to reproduce as realistically as possible the colours appearing on the website, in the (online) catalogue, and in any product brochures depicting the range of products. In particular, those colours that appear on the website of CIOVITA are dependent on the individual monitor settings of the Customers, which is why CIOVITA cannot take any responsibility or provide any type of warranty for the comparability of these colours. CIOVITA therefore urgently recommends that a printed sample of the CIOVITA colour palette should be requested prior to placing an order.
9.5. All control designs and colour proofs are to be reviewed most carefully by the Customer prior to their approval for production. CIOVITA will not take responsibility for any mistakes that the Customer missed whilst reviewing the order once approval has been granted.
9.6. Following a warranty claim, CIOVITA shall request, if necessary, samples of the product(s) in question for inspection. The product sample(s) requested must be sent to CIOVITA within three working days, clearly marking the affected area so that CIOVITA may be able to trace the nature and position of the fault.
9.7. CIOVITA does not provide the Customer with any guarantees or assurances in the legal sense of the term. This does not affect manufacturer’s warranties. 10. Limitation of Liability
10.1. CIOVITA excludes its liability towards Customers for minor negligence, assuming that these do not represent a breach of essential contractual obligations, injury to life or limb or health of the Customer, warranties or any other claims. The same applies to any breaches of duty on the part of all vicarious agents or legal representatives of CIOVITA.
10.2. Should an essential contractual obligation be breached due to minor negligence, CIOVITA’s liability towards Business Entities shall be restricted to damages that were foreseeable and are typical for this kind of contract. 11. Copyright /Third Party Protected Rights, Release from Liability, Inadmissible Designs 11.1. If the Customer should provide his/her own motif or otherwise influence the product (personalization of text), the Customer assures CIOVITA that the text and motif are not subject to any rights held by third parties. The costs resulting from any breaches of copyright, registered designs, personal rights or rights to the use of a name, label or trademark will be borne solely by the Customer. The Customer also assures CIOVITA that, by personalizing the product, he/she is also not breaching any other rights held by third parties. In principle, each Customer is responsible for the use of all copyright protected texts, logos, images, slogans or designs, and must obtain the appropriate written consents of the copyright owners to use any of the above and present these to CIOVITA unrequested.
11.2. The Customer shall release CIOVITA from all demands and claims, which may be asserted by third parties due to the infringement of any of the above rights, inasmuch as the Customer is responsible for the breach. The Customer shall reimburse CIOVITA for all defense and legal costs and other damages resulting from any such action.
11.3. All texts, illustrations, or any other special design made at the request of the Customer, that are deemed to invade and infringe upon the privacy right’s of a third party, to contain pornographic material, to serve the purposes of spreading propaganda, or to incite criminal actions or to participate therein will not be realized by CIOVITA.
11.4. Clubs, especially, must be vigilant about meeting guidelines, conditions, and restrictions dictated by their respective associations. CIOVITA shall not assume any liability or warranty concerning these regulations. 12. Product Labeling, Promotional Rights, and Right of Use
12.1. All products provided by CIOVITA will on principle be furnished with - one or more externally visible CIOVITA logo(s) and/or lettering - one or more externally sewn on and visible CIOVITA labels containing a logo and/or text - one or more internally sewn-in labels with the CIOVITA logo and/or lettering - one sewn in washing label with the CIOVITA logo and/or text
In addition to the above, CIOVITA reserves the right to brand any materials or textiles e.g. rubber or zip fasteners with its own logo and/or text.
12.2. CIOVITA shall be entitled to present any products it has produced in its own online-shop, (online) catalogues and any other product descriptions, documents or advertisements, regardless of their format (electronic or print) as well as at, exhibitions.
12.3. CIOVITA can use its Customers as references in any medium. This includes referring to and explicitly using any designations or logos that might be protected under copyright law. CIOVITA is not obliged to make such references, however. The Customer is allowed to limit or prohibit such references.
12.4. In the event of a faulty production or an overproduction of an order, CIOVITA shall have the right to use these excess products as samples for other Customers or for internal research and development purposes. 13. Court of Jurisdiction – Place of Fulfillment
13.1. According to these General Terms and Conditions the contractual agreements between the parties are subject to the law of the Republic of South Africa, The mandatory stipulations of that State in which the consumer has its customary place of residence shall not be affected by this.
13.2. The place of fulfillment for CIOVITA’s delivery obligations and all other contractual obligations is Cape Town, South Africa.
13.3. Inasmuch as the Customer is a merchant, a legal entity under public law or special fund under public law, Cape Town is the court of general jurisdiction. CIOVITA is also entitled to sue the Customers referred to in this paragraph at their respective courts of general jurisdiction.
13.4. If the Customer does not have its place of general jurisdiction in South Africa, the court of jurisdiction for all disputes arising from this contract shall be CIOVITA’s place of business. CIOVITA shall, however, also be entitled to file a suit against the Customers referred to in this paragraph at their respective courts of general jurisdiction.