Terms and Conditions
1. DEFINITIONS AND INTERPRETATION
“Agreement” means the contract between Blackhill and the Customer comprising these terms and conditions, the quotation, invoice, and any other documents incorporated by reference;
“CPA” means the Consumer Protection Act 68 of 2008;
“Customer” means the person or entity purchasing goods or services from Blackhill;
“Goods” means hardware, software, accessories, and any other products supplied by Blackhill;
“Services” means installation, support, maintenance, consulting, and any other services provided by Blackhill;
“POPIA” means the Protection of Personal Information Act 4 of 2013.
2. APPLICATION OF TERMS
2.1 These terms and conditions apply to all sales of goods and services by Blackhill to the Customer.
2.2 No variation, cancellation, or addition to these terms shall be of any force unless reduced to writing and signed by both parties.
2.3 These terms supersede any previous agreements between the parties relating to the subject matter hereof.
3. QUOTATIONS AND ORDERS
3.1 All quotations are valid for the period specified therein, failing which for seven (7) days from date of issue.
3.2 Software quotations are valid for three (3) days from date of issue unless otherwise specified.
3.3 Hardware quotations are valid for seven (7) days from date of issue unless otherwise specified.
3.4 Quotations are subject to availability of goods and may be withdrawn at any time.
3.5 Acceptance of a quotation constitutes acceptance of these terms and conditions.
4. PRICING AND PAYMENT
4.1 All prices are quoted in South African Rand (ZAR) and are exclusive of VAT unless otherwise stated.
4.2 Payment terms are strictly 30 days from date of invoice unless otherwise agreed in writing.
4.3 Blackhill reserves the right to suspend services or cancel orders where payment is overdue.
4.4 Hardware pricing is subject to exchange rate fluctuations and supplier price changes.
4.5 All bank charges, collection costs, and legal costs incurred in collecting overdue amounts shall be for the Customer’s account.
5. DELIVERY AND RISK
5.1 Delivery dates are estimates only and Blackhill shall not be liable for any delays.
5.2 Risk in goods passes to the Customer upon delivery or collection.
5.3 Delivery charges are excluded unless specifically stated otherwise.
5.4 Software licenses shall be delivered electronically unless otherwise agreed.
5.5 The Customer must inspect goods immediately upon delivery and notify Blackhill of any defects within 48 hours.
6. TITLE AND OWNERSHIP
6.1 Title in goods remains with Blackhill until payment in full has been received.
6.2 Until title passes, the Customer holds goods as bailee and shall keep them properly insured.
6.3 Software intellectual property rights remain with the licensor at all times.
6.4 Blackhill may repossess goods where title has not passed and payment is overdue.
7.WARRANTIES
7.1 Hardware is subject to manufacturer’s warranty terms and conditions.
7.2 Blackhill shall facilitate warranty claims but accepts no liability for manufacturer defects.
7.3 Software is provided subject to the applicable End User License Agreement (EULA).
7.4 Blackhill provides no warranties beyond those expressly provided by manufacturers.
7.5 The Customer acknowledges that no representations have been made beyond those contained herein.
8. SERVICES TERMS AND CONDITIONS
8.1 Services include but are not limited to consulting, implementation, support, maintenance, managed services, and professional services.
8.2 Services are provided subject to separate Service Level Agreements (SLAs) where applicable.
8.3 Service commencement is subject to signed service agreements and receipt of applicable deposits.
8.4 Customer must provide reasonable access to systems, facilities, and personnel as required for service delivery.
8.5 Service delivery timelines are estimates and may vary depending on Customer cooperation and external factors.
8.6 Additional work outside the agreed scope will be charged at prevailing rates.
8.7 Services may be suspended if Customer fails to meet their obligations or payment terms.
8.8 Service reports and deliverables are based on information provided by the Customer at the time of service delivery.
8.9 Customer is responsible for backing up data before any service work commences.
8.10 Blackhill shall not be liable for data loss or system downtime during service delivery.
8.11 Service Level Agreements define specific performance metrics, response times, and availability commitments.
8.12 Service termination requires 30 days written notice unless otherwise specified in the service agreement.
9. CREDIT TERMS AND CONDITIONS
9.1 Credit terms are typically 30 days from date of invoice unless otherwise agreed in writing.
9.2 Credit customers must notify Blackhill immediately of any material changes to their financial position.
9.3 Blackhill reserves the right to require cash on delivery or payment in advance at any time.
10. RETURNS AND CANCELLATIONS
10.1 Goods may only be returned with Blackhill’s prior written consent.
10.2 Returned goods must be in original condition and packaging.
10.3 A handling fee of 15% applies to all returns accepted after seven (7) days.
10.4 Software licenses and custom orders are non-returnable.
10.5 Subscription cancellations require 30 days written notice prior to renewal date.
10.6 Service cancellations require 30 days written notice and may result in cancellation charges.
10.7 Cancellation of orders may result in cancellation charges for work already commenced.
11. LIMITATION OF LIABILITY
11.1 Blackhill’s liability for any claim shall be limited to the purchase price of the relevant goods or services.
11.2 Blackhill excludes liability for indirect, consequential, or special damages.
11.3 Blackhill’s liability is limited to the replacement or repair of defective goods.
11.4 The Customer indemnifies Blackhill against claims arising from misuse of goods or services.
11.5 Nothing herein excludes liability that cannot be excluded by law.
12. FORCE MAJEURE
12.1 Neither party shall be liable for failure to perform due to circumstances beyond their reasonable control including acts of God, war, terrorism, pandemic, government action, or supplier failures.
12.2 The affected party must notify the other party promptly of any force majeure event.
13. CONFIDENTIALITY AND DATA PROTECTION
13.1 All information exchanged is confidential and may not be disclosed without consent.
13.2 Personal information is processed in accordance with POPIA and Blackhill’s Privacy Policy available at https://blackhill.co.za/privacypolicy/
13.3 By accepting these terms, the Customer consents to processing of personal information for business purposes.
14. DISPUTE RESOLUTION
14.1 The parties shall attempt to resolve disputes through good faith negotiation.
14.2 Failing resolution, disputes shall be referred to arbitration under the Arbitration Act.
14.3 The arbitration shall be held in Cape Town and conducted in English.
14.4 Pending resolution, all undisputed amounts remain payable.
15. CONSUMER PROTECTION ACT
15.1 Where the CPA applies, the Customer’s rights under the CPA are not excluded.
15.2 These terms are subject to any applicable consumer protection legislation.
15.3 The Customer may have additional rights under the CPA including cooling-off periods and return rights.
16. GENERAL PROVISIONS
16.1 These terms are governed by South African law.
16.2 The courts of Cape Town shall have jurisdiction over disputes.
16.3 Blackhill may cede its rights without consent.
16.4 The Customer may not cede rights without Blackhill’s written consent.
16.5 No indulgence granted shall constitute a waiver of rights.
16.6 If any provision is invalid, the remainder shall remain in force.
16.7 Blackhill may amend these terms on 30 days written notice.
16.8 Electronic signatures and communications are valid and binding.
16.9 Errors and omissions excepted (E&OE).