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TERMS & CONDITIONS OF SALE

  1. PRICING & PAYMENT
    • All prices listed on the Authorized Order are for products and software, payable by the customer in South African Rand or the indicated currency. 
    • Price quotations include VAT and are valid for 14 days from the date of quotation.
    • Prices include delivery CIP to the specified address within South Africa unless otherwise stated. 
    • For quotations exceeding R10,000 (exclusive of VAT), a 50% deposit is required.
    • Payment terms are Payment on Delivery unless otherwise agreed in writing by OmniSky (Pty) Ltd.
    • OmniSky (Pty) Ltd may change the customer’s credit terms or demand satisfactory security before delivery.
    • Any unpaid amounts will bear interest at the prime rate + 2%, capitalized monthly in arrears.
  2. DELIVERY
    • OmniSky (Pty) Ltd will use reasonable efforts to meet the delivery time specified on the Authorized Order.
    • The due date is the date OmniSky (Pty) Ltd receives the 50% deposit plus the specified delivery time.
    • OmniSky (Pty) Ltd is not liable for delays caused by third-party suppliers.
    • Delivery is CIP to the specified address within South Africa.
    • For customers outside South Africa, delivery terms are EXW, with the customer responsible for insurance and freight.
    • Title and risk pass to the customer upon delivery, except for software where only the media title passes.
    • Ownership of products remains with OmniSky (Pty) Ltd until full payment is received.
    • A signed delivery note is conclusive proof of delivery.
  3. BINDING CONTRACT
    • The customer’s signature on the Authorized Order constitutes acceptance of the offer.
    • The customer cannot cancel the order without OmniSky (Pty) Ltd’s written consent.
    • Unauthorized cancellations will result in forfeiture of the deposit. 
    • Cancellations approved by OmniSky (Pty) Ltd incur a 15% surcharge of the original order value.
  4. SUBSTITUTIONS AND MODIFICATIONS
    • Omnisky (Pty) Ltd may substitute or modify items without materially affecting performance.
  5. INSPECTION AND ACCEPTANCE
    • Omnisky (Pty) Ltd will inspect products before delivery.
    • The customer must inspect products immediately upon delivery and report any non-conformance within 10 days.
    • Omnisky (Pty) Ltd may repair, replace, or refund non-conforming products.
    • Products cannot be returned without Omnisky (Pty) Ltd’s written authorization.
  6. WARRANTIES
    • OmniSky (Pty) Ltd warrants products against defects for one year from delivery.
    • Products carry the manufacturer’s warranty.
    • No additional warranties are binding on OmniSky (Pty) Ltd.
    • Warranty claims must be in writing, specifying the defect and including the delivery note.
    • The warranty applies only if products are used and maintained according to the manufacturer’s guidelines. 
    • Omnisky (Pty) Ltd’s liability is limited to repairing, replacing, or refunding non-conforming items.
    • Software is subject to the relevant Software License Agreement.
    • Warranty claims are based on a ‘Carry in Basis’.
    • Warranty repairs for international customers will be returned on a CIF basis, with clearing charges, taxes, and duties paid by the customer.
  7. WARRANTY EXCLUSIONS Omnisky (Pty) Ltd is not liable for modifications, improper use, or integration of products with unauthorized software or equipment.
  8. INSTALLATION AND TRAINING 
    • The customer must ensure a representative is available for delivery and training.
    • Training will be conducted upon delivery.
    • A trained technician will deliver products according to manufacturer guidelines.
    • Omnisky (Pty) Ltd will perform necessary tests to confirm product performance.
    • The customer must inspect the product upon delivery.
    • The customer must report any non-conformance within 10 days.
    • Installation and training fees are due upon completion.
    • Services are performed on an ad-hoc basis, with costs agreed upon by both parties.
  9. SOFTWARE
    • Subject to these terms, Omnisky (Pty) Ltd grants the customer a non-transferable and non-exclusive right and license to use one copy of the software.
    • Unless otherwise agreed in writing, all software that comprises or is embodied in the products is supplied under the license referred to in clause 9.1.
    • Omnisky (Pty) Ltd shall deliver to the customer a copy of the software (as well as any user documentation) simultaneously with the delivery of the products in terms of clause 2.
  10. INTELLECTUAL PROPERTY
    • The customer acknowledges that any product and/or software supplied in terms hereof is subject to the proprietary rights of Omnisky (Pty) Ltd and/or its licensor. Omnisky (Pty) Ltd and/or its licensor will retain full intellectual property rights associated with the products and/or software and will also retain full title to the software.
    • The customer will not copy or duplicate, or permit anyone else to copy or duplicate, any part of the software, nor create or attempt to create, or permit anyone else to create or attempt to create, by use of reverse engineering, the source programs or any part thereof from the object programs. The customer shall not sell, transfer, offer, disclose, lease, or license any intellectual property in the products and/or the software to any third party, or otherwise infringe the intellectual property rights of OmniSky (Pty) Ltd and/or its licensor.
  11. DEFAULT
    • Omnisky (Pty) Ltd reserves the right, by written notice of default, to immediately cancel an Authorized Order, without liability, in the event of the customer’s liquidation, insolvency, judicial administration, failure to perform as specified, or breach of terms.
    • Omnisky (Pty) Ltd reserves the right to demand the return of any dispatched but unpaid products and/or software and to claim all damages resulting from the customer’s breach of these terms.
  12. ASSIGNMENT Neither these terms, the Authorized Order, nor any rights or obligations herein may be assigned by the customer, nor may the customer delegate the performance of any duties hereunder without Omnisky (Pty) Ltd’s prior written consent.
  13. DISPUTES
    • Any dispute arising under or in connection with these terms or the sale of the products shall be settled by arbitration before a single arbitrator appointed by agreement or nominated according to the rules of the Arbitration Foundation of South Africa (AFSA).
    • The arbitrator shall award costs of the arbitration based on the substantial success of each party.
    • The arbitration decision shall be final and binding and may be made an order of any court of competent jurisdiction.
    • These terms or the Authorized Order shall not preclude either party from obtaining interim relief on an urgent basis from a court of competent jurisdiction in South Africa, pending the arbitration outcome.
    • These terms and the Authorized Order shall be governed by the laws of South Africa.
  14. NOTICES Any notice required or permitted under these terms will be deemed given when personally delivered, or five business days after being sent by a reputable courier requiring a signature, addressed to the party at its notice address on the Authorized Order.
  15. FORCE MAJEURE AND LIMITATION OF LIABILITY
    • The customer shall not have a claim against Omnisky (Pty) Ltd for any delay or failure to carry out obligations due to force majeure events such as acts of God, war, terrorism, labor action, supplier failure, or other causes beyond control.
    • Omnisky (Pty) Ltd’s aggregate liability will not exceed amounts paid by the customer. OmniSky (Pty) Ltd will not be liable for consequential, direct, indirect, special, punitive, or incidental damages except in cases of personal injury as required by law.
  16. INCONSISTENT TERMS In the event of a conflict between these terms, the Authorized Order, and any attachments: (i) the Authorized Order terms take precedence, and (ii) typed or written terms initialed by both parties take precedence over pre-printed terms.
  17.  INDEPENDENT CONTRACTORS The relationship between Omnisky (Pty) Ltd and the customer is that of independent contractors. Neither party is an employee, agent, partner, or joint venture partner of the other, nor can bind the other to any contract or obligation.
  18. NO INDULGENCE No indulgence granted by Omnisky (Pty) Ltd constitutes a waiver of any rights. Omnisky (Pty) Ltd retains the right to exercise any rights against the customer.
  19. SEVERABILITY If any provision is held to be illegal, invalid, or unenforceable, such provision will be deemed severed, but the remaining provisions will continue in full force and effect.
  20. REGULATIONS The customer must comply with all SACAA regulations when using Omnisky (Pty) Ltd products. Omnisky (Pty) Ltd is not liable for the customer’s use of products inside or outside these regulations.
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