General Terms and Conditions

Last Updated: June 7, 2025
These General Terms and Conditions of Purchase and Sale (“Terms”) govern all commercial transactions regarding the sale, supply, and delivery of products or services by Vendo Paper (PTY) Ltd (“Company,” “Seller,” “we,” “us,” or “our”) to any purchasing individual or corporate entity (“Customer,” “Buyer,” “you,” or “your”). By placing an order, accepting a corporate quotation, or executing a supply agreement with VendoPaper, you agree to be legally bound by these Terms.
 
1. DEFINITIONS AND APPLICABILITY
    • 1.1 Definitions: “Products” refers to any paper goods, packaging materials, raw substrates, or other merchandise manufactured, distributed, or sold by VendoPaper. “Services” refers to custom design, printing, converting, storage, or logistics support provided by the Company.

    • 1.2 Applicability: These Terms apply strictly to all sales contracts, pro-forma invoices, custom corporate orders, and supply chain arrangements executed by VendoPaper. Any conflicting, deviating, or supplementary conditions proposed by the Buyer in purchase orders or correspondence are expressly rejected unless formally accepted in writing by an authorized officer of VendoPaper.

2. QUOTATIONS AND ORDER ACCEPTANCE
    • 2.1 Quotations: Corporate quotations issued by VendoPaper are valid for a period of thirty (30) days from the date of issuance unless stated otherwise in writing. Quotations are invitations to treat and do not constitute a binding obligation to supply.

    • 2.2 Order Confirmation: A contract is only established when VendoPaper issues a formal written Order Confirmation or upon the physical dispatch of the Products to the carrier. VendoPaper reserves the right to decline any order at its sole discretion.

    • 2.3 Order Modifications & Custom Production: Orders involving custom dimensions, specific technical paper grades, or corporate branding cannot be modified, canceled, or refunded by the Buyer once raw materials have been allocated or production has officially commenced.

3. PRICING AND PAYMENT
    • 3.1 Pricing Structuring: All prices quoted are net prices. They exclude applicable sales tax, value-added tax (VAT), customs duties, and transport insurance, which will be billed additionally unless explicitly stated otherwise in the contract.

    • 3.2 Price Adjustments: VendoPaper reserves the right to adjust prices prior to shipment to reflect unexpected market fluctuations in raw pulp costs, energy tariffs, or third-party freight rates.

    • 3.3 Payment Terms: Standard payment must be made in full prior to production or dispatch. For clients granted an approved commercial credit line, payments are due strictly according to the agreed net terms (e.g., Net 30 days) from the date of the invoice.

    • 3.4 Late Payments: Late payments shall accrue interest at a rate of 1.5% per month, or the maximum rate permitted by law, calculated daily from the due date until paid in full. The Buyer shall reimburse VendoPaper for all collection costs, including reasonable attorney fees.

4. DELIVERY, PERFORMANCE, AND RISK OF LOSS
    • 4.1 Delivery Timelines: Performance and delivery dates are estimated approximations. VendoPaper is not liable for transport delays or supply interruptions caused by third-party logistics firms, carrier availability, or customs delays.

    • 4.2 Transfer of Risk and Title: Unless otherwise agreed in writing via specific Incoterms (e.g., Ex Works or FOB Shipping Point), risk of loss or damage to the Products passes to the Buyer the moment the merchandise is handed over to the initial carrier. Title and legal ownership of the Products remain exclusively with VendoPaper until full payment for the respective invoice has been received.

    • 4.3 Partial Deliveries: VendoPaper reserves the right to make partial deliveries, which will be invoiced separately. Delayed delivery of a partial shipment does not entitle the Buyer to cancel the remainder of the order.

5. INSPECTION, ACCEPTANCE, AND WARRANTY claims
    • 5.1 Obligation to Inspect: The Buyer must inspect all delivered goods for quantity discrepancies, transit damage, and visible defects immediately upon delivery.

    • 5.2 Notification Thresholds: Defect or shortage claims must be submitted to VendoPaper in writing within five (5) business days of delivery, accompanied by batch numbers and photographic evidence. Failure to notify VendoPaper within this timeframe constitutes absolute and unconditional acceptance of the goods.

    • 5.3 Manufacturing Tolerances: Standard commercial variances regarding paper weight (gsm), thickness, color shades, and trim dimensions within universally accepted industry tolerances shall not constitute defects and do not entitle the Buyer to a rejection of the shipment.

    • 5.4 Return Authorizations: No goods may be returned without a written Return Merchandise Authorization (RMA) issued by VendoPaper. Authorized stock returns may be subject to a restocking fee. Custom-manufactured paper items are strictly non-returnable.

6. INTELLECTUAL PROPERTY AND BRANDING
    • 6.1 Retained Rights: VendoPaper retains all right, title, and interest in its proprietary manufacturing processes, formulations, trademarks, designs, and tooling.

    • 6.2 Buyer Warranties: For custom-printed Products, the Buyer warrants that they possess all legal rights, licenses, or permissions for any logos, graphics, or text submitted to VendoPaper for production. The Buyer agrees to fully indemnify, defend, and hold VendoPaper harmless against any third-party intellectual property infringement lawsuits arising from the production of these requested materials.

7. LIMITATION OF LIABILITY AND DISCLAIMERS
    • 7.1 Limited Warranty: VendoPaper warrants exclusively that the Products conform to its official technical specifications at the time of delivery. All other warranties, express or implied, including warranties of merchantability or fitness for a particular industrial purpose, are explicitly disclaimed.

    • 7.2 Cap on Damages: In no event shall VendoPaper be liable to the Buyer or any third party for indirect, incidental, punitive, special, or consequential damages, including but not limited to loss of revenue, manufacturing downtime, or reputational damage. The total aggregate liability of VendoPaper under any contract or legal theory shall not exceed the net amount paid to the Company for the specific batch of Products giving rise to the claim.

8. FORCE MAJEURE
Neither party shall be liable for any delay or failure in performing its obligations (except for payment obligations) due to events beyond its reasonable control. These events include, but are not limited to, acts of God, war, labor strikes, raw material shortages, systemic energy grid failures, government embargoes, or catastrophic factory accidents.
 
9. GOVERNING LAW AND RESOLUTION OF DISPUTES
These Terms and all commercial transactions between the parties shall be governed by and construed in accordance with the laws of the jurisdiction where VendoPaper is legally incorporated, explicitly excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG). Any legal disputes shall be settled exclusively before the competent courts of VendoPaper’s primary corporate domicile.
 
10. SEVERABILITY AND MODIFICATIONS
  • 10.1 Severability: If any provision of these Terms is deemed unlawful or unenforceable by a court of competent jurisdiction, that specific provision will be limited or severed, leaving the validity and enforceability of the remaining sections completely unaffected.

  • 10.2 Entire Agreement: These Terms, alongside accepted written quotations or invoices issued by VendoPaper, constitute the entire agreement between the parties regarding corporate sales and replace all prior verbal or written understandings.

  • 10.3 Modifications: Any amendments to these Terms must be executed in writing and signed by an authorized corporate representative of VendoPaper.
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