Terms & Conditions
METNAX is committed to providing comprehensive and transparent Terms and Conditions which cover doing business with us. Our Terms and Conditions are tailored to the specific needs of our industry, ensuring a clear understanding of the relationship between
METNAX (Supplier) and any party (Customer) who uses our services.
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1. Definitions
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1.1 "Item" shall mean any digital document, file or offering that has been created by the Supplier and given to the Customer for use by the Customer.
1.2 "Customer" shall mean the customer or any person acting on behalf of and with the authority of the customer. Where more than one customer has entered into this agreement, the customers shall be jointly and severally liable for all obligations.
1.3 "Tax" shall mean any cost or duties added by government entities.
1.4 "Guarantor(s)" means that person (or persons), or entity who agrees herein to be liable for the debts of the Customer (if a limited liability Customer) on a principal debtor basis as set out in this agreement.
1.5 "Price" shall mean the cost of Services and Items as agreed to between the Supplier and the Customer.
1.6 "Services" shall mean all services supplied by the Supplier to the Customer and includes any advice or recommendations provided to the Customer.
1.7 "Supplier" shall mean METNAX and its successors and assignees.
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2. Acceptance
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2.1 It is the Customers responsibility to familiarize and understand these Terms and Conditions contained herein.
2.2 The Customer is not indemnified from adhering to these Terms and Conditions contained herein if claiming they were unaware of the Terms & Conditions herein.
2.3 Any instructions received by the Supplier from the Customer for the supply of Services and/or items via both verbal and/or written correspondence between both parties shall constitute acceptance of the Terms and Conditions contained herein.
2.4 Terms and Conditions are irrevocable and can only be amended in accordance with these Terms and Conditions or with written consent from the authorized representative of the Supplier.
2.5 None of the Supplier’s agents or representatives are authorized to make any representations, statements, conditions or agreements not expressed by the authorized representative of the Supplier in writing, nor is the Supplier bound by any unauthorized statements.
3. Services and Items
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3.1 The Services and/or Items are described on the invoice, quotation, work authorization or any other work commencement correspondence including email as provided by the Supplier to the Customer.
3.2 All supplied Services and Items developed by the Supplier upon request by the Customer become the sole property of the Customer at time of delivery and subject to there being no discrepancies as per Clause 12 of these Terms and Conditions.
3.3 It is the Customers responsibility to ensure that any and all legal requirements that may apply to their product are addressed and the Supplier cannot be held liable for any eventuality that may occur from the manufacture and deployment of any supplied Item from the Supplier.
3.4 The Supplier assists product development by offering Services and Items pertaining to design concepts for review to clients only and these Services and Items are not in any way authority to have the items manufactured, any and all such authorizations must come from the Customer directly via email or written correspondence.
3.5 The Supplier never gives manufacturing approval on any Items offered unless the Customer authorizes that to occur and only after the Customer has reviewed and approved the Items via written correspondence.
3.6 The Customer agrees that the Supplier shall not be held liable in the event of an Item given to the Customer by the Supplier which if manufactured causes any loss or damage to person and or property.
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4. Price and Payments
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4.1 The Price shall be as indicated through written correspondence and on the invoice provided by the Supplier to the Customer in respect of the Services and Items supplied.
4.2 At the Supplier's sole discretion a deposit may be requested. The deposit amount will be stipulated prior to the commencement of any Services and shall become payable prior to the supply of any Items and such Items may be withheld until deposit is paid in full.
4.3 Time period for payment for the Services and Items provided to the Customer by the Supplier will be stated on the invoice, if no time is stated then payment shall be on delivery of the Invoice.
4.4 At the Suppliers sole discretion, for certain approved Customers, payment will be due seven (7) days following the date of the invoice (or as otherwise agreed in writing by the Supplier).
4.5 Payment can be made by e-transfer, cash, credit card (plus any charges that may be applicable), or by any other method as agreed to between the Customer and the Supplier.
4.6 Unless otherwise stated, the Price is exclusive of any other charges in relation to the transfer of the Services and Items from the Supplier to the Customer.
4.7 The Price may be increased by the amount of Tax which may be applicable, except to the extent that tax is expressly included in any quotation given by the Supplier.
4.8 The Price shall remain current for a period of 30 days from the date the relevant quotation was provided.
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5. Delivery of Services and Items
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5.1 Any date or time specified by the Supplier for delivery of Services and Items is intended as an estimate only and the failure of the Supplier to deliver shall not entitle the Customer to treat this agreement as repudiated.
5.2 The Supplier shall not be liable for any losses or damages which may arise due to the failure of the Supplier to meet any estimated time for delivery of any Services or Items.
5.3 The Supplier reserves the right to withhold any Services and Items at any time.
5.4 The Supplier will provide the Customer with Services and Items as per any work order or purchase order received subject to there being no discrepancy which affects this to occur that is covered by these Terms and Conditions.
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6. Risk
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6.1 Notwithstanding the Supplier may retain title to Items pursuant to Clause 12 of these Terms and Conditions, all risk for Services and Items provided by the Supplier passes to the Customer on delivery to the Customer regardless of any monetary discrepancy that may arise as set out in Clause 4 of these Terms and Conditions.
6.2 If any Items are lost, damaged or destroyed prior to ownership in the transmittal to the Customer and there are no monetary discrepancies as set out in Clause 12 of these Terms and Conditions, the Supplier will resend any Items free of charge to the Customer.
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7. Design Review Period
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7.1 The Customer shall review any and all Items on delivery and shall within a reasonable time notify the Supplier of any and all preferences, edits and changes required. The designs offered are subjective and it is the Customers responsibility to ensure that the design suits their intended application and is fit for use.
7.2 The Customer shall afford the Supplier any time necessary to make the edits and changes as per the Customers request within a reasonable time following the correspondence outlining such.
7.3 The Design Review Period can be ongoing between both the Customer and the Supplier as long as there is active correspondence between both parties.
7.4 The Customer will incur additional Service costs for each edit of any previously completed Item supplied by the Supplier.
7.5 Inactive Correspondence will be deemed to have occurred after a period of 30 days at which time the Supplier will securely store any and all Items that have been developed for the Customer.
7.6 While every care is taken, the Supplier will not be liable for Items stored becoming corrupted or rendering them unusable.
7.7 Design Review and editing of Items are always made to Customer specifications, the Supplier will not be responsible for any Items not being fit for use as a result of errors or inadequate details provided to the Supplier by the Customer.
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8. Customers Disclaimer
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8.1 The Customer hereby disclaims any right to rescind or cancel this agreement or to sue for damage or to claim restitution arising out of any misrepresentation made to him by the Supplier and/or any servant or agent of the Supplier.
8.2 The Customer acknowledges that it buys the Services and Items relying solely upon his own skill and judgment, and that the Supplier shall not be bound by nor be responsible for any term, condition, representation or warranty that the Customer may apply to any Item supplied to him by the Supplier.
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9. Applicable regulatory bodies and laws
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9.1 Nothing in this agreement is intended to have the effect of contracting out any applicable provisions of any applicable laws in any location where either party resides and or is actively conducting business.
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10. Intellectual Property
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10.1 Where the Supplier has designed Items for the Customer, any and all copyright and other intellectual property rights in those designs and Items shall remain vested in the Supplier and shall only be used by the Customer for the purpose as agreed with the Supplier.
10.2 Where any designs or Items have been supplied by the Supplier to the Customer then the Customer warrants that the use of those designs and Items for any purpose shall not infringe the rights of any third party.
10.3 The Customer indemnifies the Supplier against any action, losses, costs or claims arising from an infringement of any third party intellectual property rights from Items supplied to the Customer by the Supplier.
11. Default and Consequences of Default
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11.1 Interest on overdue invoices shall accrue from the date when payment becomes due daily until the date of payment at a rate of 2.5% per calendar month and shall accrue at such a rate after as well as before any judgment.
11.2 If the Customer defaults in payment of any invoice when due, the Customer shall indemnify the Supplier from any and against all the Supplier’s costs and disbursements (on a full indemnity basis) and in addition all of the Supplier’s agents costs of collection.
11.3 Without prejudice to any other remedies the Supplier may have, if at any time the Customer is in breach of any obligation (including those relating to payment), the Supplier may suspend or terminate the supply of Services and Items to the Customer and any of its other obligations under these Terms and Conditions. The Supplier will not be liable to the Customer for any loss or damage the Customer suffers because the Supplier exercises its rights under this Clause of these Terms and Conditions.
11.4 In the event that:
(a) any money payable to the Supplier becomes overdue, or in the Suppliers opinion the Customer will be unable to meet its payments as they fall due; or
(b) the Customer becomes insolvent, convenes a meeting with its creditors or proposes or enters into an arrangement with creditors, or
(c) a receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect
of the Customer or any assets of the Customer,
(d) then without prejudice to the Supplier’s other remedies at law:
(e) the Supplier shall be entitled to cancel any part of any order of the Customer which remains unperformed in addition to and without prejudice to any other remedies; and
(f) all amounts owing to Supplier shall, whether or not due for payment, immediately become payable.
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12. Title
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12.1 Notwithstanding delivery of the Items, the Customer acknowledges and agrees that property in the Items shall not pass until:
(a) the Customer has paid all amounts owing for the particular Items, and
(b) the Customer has met all other obligations due by the Customer to the Supplier in respect of all agreements between the Supplier and the Customer, and that the Items, or proceeds of the sale of the Items, shall be kept separate until the Supplier shall have received payment for the Items and all other obligations of the Customer are met.
12.2 It is further agreed by the parties that:
(a) Until such time as ownership of the Items shall pass from the Supplier to the Customer, the Supplier may give notice in writing to the Customer to delete, erase and destroy the Items from all storage devices and operating systems, upon such notice, the rights of the Customer to utilize the Items supplied by the Supplier are forfeit.
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13. Cancellation
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13.1 The Supplier may terminate this agreement or cancel delivery of Items at any time by giving written notice. The Supplier shall not be liable for any loss or damage whatever arising from such cancellation.
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14. Lien and Stoppage in Transit
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14.1 Where the Supplier has received or been tendered the whole of the Price and the payment has been dishonored, the Supplier shall have:
(a) withhold authorization for Item use, where that use provides financial gain for the Customer
(b) the right to retain the Items for an indefinite period;
(c) a right to stop the Items in transit whether or not delivery has been made or ownership has passed to the Customer; and
(d) a right to reuse or dispose of Items, provided that the lien of the Supplier shall continue despite commencement or proceeding or judgment for the Price having been obtained and only if the exercising of these rights does not breach any and all intellectual property rights actively in place.
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15. Corporation
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15.1 If the Customer is a corporation (with the exception of a publicly listed company) it must advise the Supplier of any alterations to its corporate structure (for example, by changing directors, shareholders or its constitution), and in the case of a change of directors or shareholders, the Supplier may require new guarantors to sign the guarantee and indemnity to this agreement.
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16. Trust
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16.1 If the Customer is a trustee of a trust, the Customer warrants that it enters into this agreement in both its capacity as trustee and in its personal capacity, it has the power to execute this agreement on behalf of the trust and it will not retire as trustee or appoint a new or additional trustee without advising the Supplier in writing (in which case the Supplier may require new guarantors to sign the guarantee and indemnity to this agreement).
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17. Partnership
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17.1 If the Customer is a partnership, the Customer warrants that the partner(s) signing this agreement have the authority to enter into the agreement and the partnership agrees that it must not alter its structure without advising the Supplier in writing of the change (in which case the Supplier may require new guarantors to sign the guarantee and indemnity to this agreement).
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18. Legislation
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If, as a result of:
18.1 any legislation becoming applicable to the subject matter of this agreement; or
18.2 any changes in legislation or its interpretation by a court of competent jurisdiction or by any authority charged with its administration, the Supplier becomes liable to pay any tax, duty, excise or levy in respect of the amounts received from the Customer, then the Customer must pay the Supplier these additional amounts on demand.
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19. Confidentiality
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19.1 The Supplier will endeavor to keep all data, reports, recommendations, conclusions or other materials developed as a result of the supply of the Services and Items in relation to a particular project confidential, except where such information is required to communicate to other business or individuals necessary for the continuance of the project, until the project or products resulting from the project have been made public by the Customer. The Supplier reserves the right to publish images, including discarded designs and all other information of all work that it has been involved in for promotional purposes.
19.2 The Supplier honors and abides by all statutes that apply to intellectual property ownership and Non-Disclosure Agreements which both parties have in place.
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20. Force Majeure
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20.1 Neither party shall be liable for any default due to any act of God, terrorism, war, strike, industrial action, flood, storm or other event beyond the reasonable control of either party.
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21. General
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21.1 This agreement constitutes the entire agreement between the parties relating in any way to the subject matter. All previous negotiations, understandings, representations, or commitments about the subject matter are merged in this agreement and are of no further effect.
21.2 If any provisions of this agreement shall be invalid, void, illegal or unenforceable, the validity, existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.
21.3 Failure by the Supplier to enforce any of the Terms and Conditions shall not be construed as a waiver of any of the Supplier’s rights hereunder or a waiver of continuing breach.
21.4 All Services and Items supplied by the Supplier are subject to, and these Terms and Conditions shall be governed by, the laws of the State in which the obligations of the Supplier are performed, and the Customer submits to the jurisdiction of the courts of that State.
21.5 The Supplier shall be under no liability whatever to the Customer for any indirect loss or expense (including loss of profit) suffered by the Customer arising out of a breach by the Supplier of these Terms and Conditions.
21.6 In the event of any breach of this agreement by the Supplier, the remedies of the Customer shall be limited to damages. Under no circumstances shall the liability of the Supplier exceed the Price in relation to the Services and Items Previously paid for by the Customer and apply directly to the individual project(s) the breach may have occurred.
21.7 The Customer indemnifies and holds the supplier blameless in relation to any damages, costs or losses that may be suffered as a result of any claim arising directly or indirectly out of the provision of the Services and Items supplied by the Supplier to the Customer.
21.8 The Customer assumes full responsibility for testing and certification of any and all items to ensure product safety, reliability and fitness for purpose and at no time does this responsibility fall on the Supplier.
21.9 The Customer indemnifies the Supplier against any loss or damage of any kind arising directly out of a negligent or deliberate act of the Customer.
21.10 All payments required to be made by the Customer under this agreement must be made free of any setoff or counterclaim and without deduction or withholding whatsoever.
21.11 The credit facilities provided by the Supplier are not transferable by the Customer without the prior written consent of the Supplier.
21.12 The Supplier may assign, license or sub-contract all or any part of its rights and obligations without the Customer’s consent however this would not occur without the Supplier adhering to any and all Intellectual property statutes and active Non-Disclosure Agreements.
21.13 The Supplier will request authority from the Customer prior to any item being developed for the Customer being sent to a third party and will not release any item without that authority being received.
21.14 The Supplier reserves the right to review these Terms and Conditions at any time. If following any such review, there is to be any change, it will take effect from the date on which the Supplier notifies the Customer of such change.
21.15 The Customer agrees to abide by these Terms and Conditions and to read and familiarize themselves with these Terms and Conditions.
21.16 It is not the Suppliers responsibility to ensure the Customer understands or is familiar with these Terms and Conditions.
21.17 Acknowledgement that the Customer wishes to abide by these Terms and Conditions is in effect from the onset of any business relationship between both parties whether or not either party openly acknowledges these Terms and Conditions at any time prior to or after a business relationship being in effect.
21.18 The Customer agrees to abide by these Terms and Conditions from the onset of any business relationship between the Supplier and the Customer.
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Last updated: 5th May 2024