SUPPLIER & SERVICE AGREEMENT

Between
Brandivity (Pty) Ltd
(Hereafter referred to as “the Supplier”)

and

The Client
(Hereafter referred to as “the Client”)

This Agreement governs the supply of printing, branding, promotional products, and related services provided by the Supplier to the Client.

1. SERVICE TERM

This Agreement shall commence on the date of signature and shall remain valid for a period of twelve (12) months.

The agreement will automatically continue on a month-to-month basis thereafter unless terminated in accordance with the cancellation clause contained herein.

2. PAYMENT TERMS

All goods and services supplied by the Supplier shall be on a Cash Paid in Full Upfront (C.O.D.) basis, unless otherwise agreed to in writing.

The Supplier reserves the right to withhold production, release of goods, or delivery until full payment has been received.

Late payments or non-payment may result in suspension of services or cancellation of pending orders.

3. PRICING AND SUPPLIER INCREASES

All quotations are based on the current supplier and material costs at the time of quotation.

The Supplier reserves the right to adjust pricing should there be:

• Supplier price increases

• Material cost increases

• Currency fluctuations

• Inflationary adjustments

• Logistics or shipping cost increases

Any such adjustments may be added to the final invoice where applicable.

The Supplier will endeavour to notify the Client of any significant price adjustments prior to production.

4. INTELLECTUAL PROPERTY & DESIGN OWNERSHIP

All artwork, layouts, designs, proofs, mock-ups, and creative work produced by the Supplier remain the exclusive intellectual property of the Supplier until full payment has been received.

Until payment has been made in full:

• The Client may not reproduce, distribute, or use the designs.

• Ownership rights remain with the Supplier.

Upon full payment, the Client receives the right to use the produced artwork for the intended application, unless otherwise agreed in writing.

The Supplier retains the right to display completed work for portfolio or marketing purposes unless otherwise restricted by a confidentiality agreement.

5. CLIENT-SUPPLIED DESIGNS AND COPYRIGHT

Where the Client supplies artwork, logos, trademarks, or branded material for production, the Client warrants that they hold the necessary rights and permissions for such use.

The Supplier cannot be held liable for any copyright, trademark, or intellectual property infringement resulting from materials supplied or requested by the Client.

The Client indemnifies the Supplier against any claims arising from the use of such materials.

6. BRANDED ITEMS & MISUSE

While the Supplier takes reasonable care to ensure the quality of all branding processes, no guarantee is provided on items that have been excessively misused, improperly maintained, or used outside their intended purpose.

Normal wear and tear, environmental exposure, improper washing, or mechanical damage may affect the durability of branded items and will not constitute a defect.

7. DEFECTIVE OR FAULTY ITEMS

Although strict quality control procedures are followed, manufacturing or branding defects may occasionally occur.

Should faulty items be identified, the Client must notify the Supplier in writing.

The Supplier will:

• Inspect the claim

• Repair, replace, or rectify the issue where applicable

All such matters will be addressed within fifteen (15) business days from the date the claim is formally received.

8. DELIVERY, QUANTITY VERIFICATION & CLAIM PERIOD

Upon delivery of goods:

• The quantity of items must be checked and verified by the Client or their representative.

• The delivery document must be signed as confirmation of receipt.

Any discrepancies in quantity must be reported within twelve (12) hours of delivery.

Once the delivery note has been signed and the 12-hour period has elapsed, no claims regarding quantities delivered will be accepted.

9. CLIENT-SUPPLIED ITEMS FOR BRANDING

Where the Client supplies items for branding or printing, these items are supplied entirely at the Client’s own risk.

The Supplier cannot guarantee successful branding results on items not sourced through the Supplier due to variations in material, coatings, or manufacturing quality.

The Supplier shall not be liable for damage, misprints, or unsuccessful branding results on Client-supplied items.

10. CANCELLATION NOTICE

Either party may terminate this Agreement by providing three (3) months written notice.

The cancellation notice must be submitted in writing via email or registered communication.

Any outstanding orders placed prior to cancellation will remain binding and payable.

11. LIMITATION OF LIABILITY

The Supplier shall not be held liable for:

• Indirect or consequential damages

• Loss of business or revenue

• Delays caused by suppliers, transport providers, or external factors beyond reasonable control

The Supplier’s maximum liability shall not exceed the value of the goods or services supplied in the affected order.

12. PROTECTION OF PERSONAL INFORMATION (POPIA)

The Supplier shall process any personal information received from the Client in accordance with the provisions of the Protection of Personal Information Act.

Personal information collected from the Client may include, but is not limited to:

• Contact names

• Telephone numbers

• Email addresses

• Billing details

• Delivery addresses

Such information will be used solely for the purposes of:

• Processing orders

• Invoicing and payment administration

• Delivery and logistics coordination

• Customer communication and service provision

The Supplier shall take all reasonable technical and organisational measures to protect personal information against loss, unauthorised access, disclosure, or misuse.

The Client consents to the Supplier processing such information for the purposes stated above and acknowledges that such information may be shared with third parties where necessary for the fulfilment of orders, including but not limited to:

• Logistics providers

• Production suppliers

• Payment processors

The Supplier shall not sell or distribute personal information to unrelated third parties.

13. LATE PAYMENT AND INTEREST

All invoices issued by the Supplier are payable in accordance with the Cash Upfront (C.O.D.) payment terms stated in this Agreement unless otherwise agreed in writing.

Should any payment remain outstanding beyond the agreed payment date, the Supplier reserves the right to:

• Charge interest on overdue amounts at a rate of 2% per month, calculated from the due date until the date of payment.

• Suspend any further services or production until the outstanding balance has been settled in full.

• Recover any reasonable legal or collection costs incurred in recovering overdue payments.

The Client agrees that they shall be liable for all legal costs on an attorney-and-client scale should the matter be handed over for collection.

14. GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by and interpreted in accordance with the laws of the South Africa.

Any dispute arising out of or relating to this Agreement shall fall under the jurisdiction of the competent courts within Johannesburg, unless otherwise agreed between the parties.

The parties agree to first attempt to resolve any dispute amicably through negotiation before pursuing legal proceedings.

15. ARTWORK APPROVAL

Prior to production, the Supplier will provide the Client with artwork proofs or mock-ups for approval where applicable.

The Client is responsible for carefully reviewing and approving:

• Design layout

• Colours

• Spelling and grammar

• Dimensions and positioning of artwork

• Product specifications

Once artwork approval has been confirmed by the Client (whether verbally, electronically, or in writing), the Supplier shall proceed with production.

The Supplier shall not be held liable for any errors, omissions, or inaccuracies that were present in the approved artwork.

Any corrections or changes requested after approval may result in additional charges and production delays.

16. PRODUCTION LEAD TIMES

Production lead times provided by the Supplier are estimates only and may vary depending on:

• Supplier availability

• Stock availability

• Order volumes

• Logistics delays

• Custom production requirements

While the Supplier will make every reasonable effort to meet estimated timelines, no guarantee is provided regarding exact completion or delivery dates.

The Supplier shall not be liable for delays caused by factors beyond its reasonable control.

17. FORCE MAJEURE

The Supplier shall not be held liable for failure or delay in the performance of its obligations where such failure or delay is caused by events beyond its reasonable control.

Such events may include, but are not limited to:

• Natural disasters

• Fire or flood

• Industrial strikes or labour disputes

• Government restrictions

• Supply chain disruptions

• Transportation delays

• Power outages or infrastructure failures

In the event of a force majeure occurrence, the Supplier shall notify the Client as soon as reasonably possible and production or delivery timelines may be extended accordingly.

18. OVER / UNDER PRODUCTION TOLERANCE

Due to the nature of printing and manufacturing processes, the Supplier reserves the right to deliver a quantity variance of up to ten percent (±10%) of the ordered quantity.

The Client agrees to accept and pay for the actual quantity delivered within this tolerance range.

Such variation shall not constitute a breach of this Agreement.

19. CLIENT PROOF RESPONSIBILITY

The Client acknowledges that they are fully responsible for ensuring that all approved proofs are correct before production commences.

This includes responsibility for:

• Spelling errors

• Grammar errors

• Design positioning

• Colour selections

• Logo usage

• Dimensions and layout

The Supplier shall not be responsible for any errors that appear in the final product where the artwork proof was approved by the Client prior to production.

Any reprints required due to such errors will be treated as a new order and billed accordingly.

20. ACCEPTANCE OF AGREEMENT

By signing below, the Client acknowledges that they have read, understood, and agreed to the terms and conditions of this Supplier Agreement.