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PANNERS INVESTMENTS (PTY) LTD - STANDARD TERMS AND CONDITIONS OF THE COMPANY
1. DEFINITIONS
1.1. “The Company” means Panners Investments (Pty) Ltd.
1.2. “The Customer” means the Customer referred to on the face of this agreement.
1.3. “The Goods” shall mean any moveable items sold or rented by the Company to the Customer in terms of this agreement and its annexures or schedules.
1.4. “The Service/s” means any services (whether charged for or not, and) whether installation, repair or any other kind of service agreed, in writing, to be provided by the Company to or for the Customer.
1.5. “The Surety” means the person who guarantees payment of all amounts due by the Customer to the Company from time to time and who signs the suretyship attached hereto.
2. PRICE
2.1. The price of the goods shall be the price stated on the Company order form and/or any other Company forms, price lists or stationery.
2.2. Prices are subject to change without prior notification and prices ruling at the time of dispatch of any goods shall apply.
2.3. The Company reserves the right at its sole discretion to provide alternative goods at the prevailing prices to those ordered by the Customer should such ordered goods be suspended, replaced or its manufacture terminated for any reason.
2.4. All quotations provided by the Company to the Customer will remain valid for a period of 14 calendar days from the date of the quotation or until the date of issue of a new Company price list, whichever occurs first.
2.5. All quotations are subject to the availability of the goods or services and subject to correction of good faith errors by the Company and all prices quoted are subject to review and increase at the Company’s sole discretion in the event of any market increases in, inter alia, the cost price of goods, transport costs, the cost of fuel and currency fluctuations.
2.6. If the Customer disputes the amount of increase, the amount of the increase may be certified by a manager and/or director of the Company, whose appointment need not be proved and which certificate shall be final and binding on the Customer.
2.7. The Customer hereby confirms that the goods or services reflected on the Tax Invoice issued duly represent the goods or services ordered by the Customer and at the prices agreed to by the Customer and, where delivery/performance has already taken place, that the goods or services were inspected by the Customer and that the Customer is satisfied that these conform in all respects to the quality and quantity ordered and are free from any defects.
2.8. Notwithstanding the above, all orders or agreed variations to orders, whether oral or in writing, shall be binding on the Customer and subject to these standard conditions of agreement and may not be cancelled.
2.9. The Company shall be entitled in its sole discretion to split the delivery/ performance of the goods or services ordered in the quantities and on the dates it decides in its sole discretion.
2.10. The Company shall be entitled to invoice each delivery/performance actually made separately and whether the entire intended contract has been performed or not.
2.11. Any delivery note, waybill or job card (copy or original) signed by the Customer or a third party engaged to transport the goods and held by Company shall be conclusive proof that delivery was made to the Customer.
3. PAYMENT
3.1. Payment by the Customer is due and payable and must be made to the Company in cleared funds and within 30 (thirty) days from the date of issue of a tax invoice issued by the Company to the Customer.
3.2. The Customer shall not be entitled to any rebates and/or discounts unless a director or manager of the Company shall have agreed to such rebates and/or discounts in writing and provided further that:
3.2.1. even if the director/manager of the Company has agreed to such rebates/discount, the Customer shall not be entitled to same if payment is outstanding in respect of any goods;
3.2.2. in the event of the Customer not being a credit approved Customer, the Customer agrees that the amount contained in the tax invoice issued by the Company shall be due unconditionally and on a strictly cash on delivery basis.
3.3. The Customer agrees to pay the amount on the tax invoice at the offices of the Company or at such other place as the Company may designate in writing.
3.4. Should any amount not be paid by the Customer on due date then the whole amount in respect of all purchases by the Customer shall immediately become due, owing and payable irrespective of the dates when the goods were purchased and the Customer shall be liable to pay interest in respect of unpaid amounts as at the due date at the rate of 2% above the prime overdraft lending rate of the Company’s bank, compounded, on all overdue amounts from due date until date of payment, calculated and payable monthly in advance and should the said interest not be paid in full as aforesaid, the same shall be added to the principal sum, and the total shall form the principal debt which shall then bear interest in the manner set out as aforesaid.
3.5. The Customer shall not be entitled to set off any monies due to it by the Company, against any amounts owing by it to the Company.
3.6. The Company may appropriate all payments made by the Customer to such account or amount outstanding as it will in its sole and absolute discretion decide.
4. WITHDRAWAL OF CREDIT FACILITIES
The Company reserves the right to withdraw any credit facilities granted by the Company to the Customer, at any time without prior notice to the Customer and the nature and extent of such facility shall at all times be in the Company’s sole and absolute discretion.
5. ORDERS
5.1. All orders, including oral orders, shall be deemed to be offers to purchase made by the Customer on the Company, and the Customer shall provide the Company with an order number when placing any such order with the Company. Absent an order number provided by the Customer, the Company shall be entitled but not obliged to reject any such order at its sole election.
5.2. The order shall be subject to confirmation and acceptance by the Company and such acceptance shall be confirmed by the dispatch of goods or order confirmation in writing by the Company.
5.3. Orders made by the Customer and accepted by the Company are binding on the Customer and may not be varied or cancelled by the Customer, except with the written consent of the Company.
5.4. The Customer acknowledges that it does not rely on any representations made by the Company in regard to the goods and services or any of its qualities leading up to this agreement other than those contained in this agreement. All specifications, price lists, performance figures, advertisements, brochures and other technical data furnished by the Company in respect of the goods or services orally or in writing will not form part of the agreement in any way unless agreed to in writing by the Company. The Company makes no warranty unless specifically contained in this agreement.
5.5. The Customer agrees that neither the Company nor any of its Directors, Employees, Agents or Consultants will be liable for any negligent or innocent misrepresentations made to the Customer or for any loss or damage suffered by the Customer from any cause or complaint of whatsoever nature.
5.6. It is the sole responsibility or the Customer to determine that the goods or services ordered are suitable for the purposes of intended use. The Company shall bear no responsibility whatsoever in this regard.
5.7. The Customer agrees to pay all costs resulting from any acts or omissions of the Customer including suspension of work, modification of requirements, failure or delay in giving particular instructions required to enable work to proceed on schedule or requirements that work be completed earlier than agreed.
5.8. The risk of damage to, destruction or theft of goods shall pass to the Customer on acceptance of any order placed in terms of this agreement and the Customer undertakes to comprehensively insure the goods from date of order. The Company may recover insurance premiums from the Customer for such uninsured goods if the Company elects to cover the goods after the Customer has failed to do so as required herein.
6. DELIVERY
6.1. The Company shall have the right to refuse to accept any new orders and/or suspend deliveries in respect of existing orders if any amounts due by the Customer remain unpaid.
6.2. Delivery, installation and performance times quoted are merely estimates and are not binding on the Company at all. Whilst every effort will be made to dispatch goods timeously, the Company does not guarantee dispatch on any specific date and shall not be liable for any loss or damages for failure to effect delivery/despatch timeously and for any reason whether within or beyond the Company’s control and including but not limited to inability to secure labour, power, materials, equipment, supplies or by reason of/or an Act of God, war, civil disturbance, riots, emergency, strike, lockout or other labour disputes, fire, flood, drought, load shedding, suspended supply of any services governmental or otherwise or any prevailing legislation. The Customer shall not be entitled to cancel any order in the event of there being a delay in the delivery thereof, and the Customer expressly acknowledges that time shall not be of the essence in the Company executing any orders notwithstanding anything to the contrary contained in any order placed by the Customer on the Company.
6.3. If the Company agrees to engage a third party to transport the goods, the Company is hereby authorised to engage a third party on the Customer's behalf and on those terms deemed appropriate by the Company.
6.4. The Customer indemnifies the Company against any claims that may arise from such arrangement as referred to in clause 6.3 made against the Company by the Customer or any other party.
6.5. Delivery of the goods or services to the Customer shall take place at the place of business of the Company.
6.6. A carrier engaged by the Customer, or on behalf of the Customer by the Company, shall be deemed to be the agent of the Customer and the risk in the goods shall pass to the Customer upon collection or despatch of the goods from the place of manufacture of the goods or from any premises authorised by the Company. The signature of any employee of the carrier on the Company’s invoice or delivery note, shall be deemed to be proof of delivery to the carrier and thereby to the Customer.
6.7. Where the Company is requested by the Customer to withhold or postpone delivery and in the event that the Company agrees to do so, the Customer shall pay for the monthly costs of storage, demurrage, interest, insurance, or any other charges occasioned by the postponement of delivery and immediately on demand therefore.
7. SET OFF
If a holding Company, subsidiary Company or division of the Company becomes indebted to the Customer, the Company may set off such indebtedness against any monies which may be or become owing by the Customer to the Company.
8. NEGOTIABLE INSTRUMENTS
8.1. Acceptance of a negotiable instrument by the Company shall not be deemed to be a waiver of the Company’s rights under this agreement against the Customer. In relation to cheques furnished by the Customer to the Company, the Customer waives its right to insist on notice of dishonour or protest being given to it in the event that any cheque is dishonoured.
8.2. The risk of payment by cheque through the post rests solely with the Customer.
9. REPAIR
9.1. Repair times and repair costs given to a Customer are merely estimates and are not binding on the Company. Whilst every effort will be made to repair goods timeously, the Company does not guarantee repair on any specific date and shall not be liable for any damages for failure to effect repairs timeously and whether such failure is as a result of any reason beyond the Company’s control, including but not limited to inability to secure labour, power, materials, equipment of supplies or by reason or an Act of God, war, civil disturbance, riots, emergency, strike, lockout or other labour disputes, fire, flood, drought or legislation, or otherwise. The Customer shall not be entitled to cancel any order for goods, service or repair in the event of there being a delay in the execution thereof, and the Customer expressly acknowledges that time shall not be of the essence in the Company executing any orders notwithstanding anything to the contrary contained in any order placed by the Customer with the Company.
9.2. Any item or goods handed in for repair by a Customer or its agent, may be sold by the Company to defray the cost of such repairs if the item remains uncollected within 30 calendar days of the repairs being completed.
10. OWNERSHIP AND RISK
10.1. Notwithstanding that all risk in and to all goods sold by the Company to the Customer shall pass on delivery (as defined hereinbefore), ownership in all goods sold and delivered shall remain vested in the Company until the purchase price has been paid in full for the goods in question.
10.2. The Customer shall fully insure the goods purchased from the Company against loss or damage, until the full purchase price has been paid by the Customer for such goods. Pending payment to the Company for goods purchased, all benefits in terms of the insurance policy relating to the insurance of such goods are hereby ceded to the Company.
11. RETURNABLE GOODS
11.1. All goods taken on an approval basis by the Customer are deemed sold if not returned within 3 (three) calendar days of issue and in the original condition, in the original packaging and with all accessories and manuals intact.
11.2. The Customer acknowledges and shall respect all intellectual property, copyrights, patents and trademarks belonging to the Company and all of its suppliers, agents and distributors and the Customer undertakes that it shall not duplicate, copy or infringe any such intellectual property and that each infringement attempt shall immediately render the Customer liable for all of the Company’s (or any other protected parties) damages both direct and indirect.
11.3. The Customer hereby indemnifies the Company against any claims, costs and expenses arising out of the infringement of copyright, patent, trade mark or design supplied by the Customer to the Company and vice versa.
12. WARRANTIES AND INDEMNITIES
12.1. Subject to the provisions of the Consumer Protection Act 68 of 2008, where applicable, new goods are guaranteed according to the Manufacturer's product specific warranties only and all other guarantees including common law guarantees are hereby specifically excluded; and
12.2. Services are guaranteed according to the Manufacturer's support guarantee; and
12.3. Liability under Clauses 12.1 and 12.2 is restricted to the cost of repair or replacement of faulty goods or services or granting of a credit at the sole discretion of the Company.
12.4. No claim under this Agreement shall arise unless the Customer has, within 3 days of the alleged breach or defect occurring, given the Company a period of 30 days’ written notice by prepaid registered post to rectify any defect or breach of the Agreement.
12.5. To be valid, claims must be supported by the original Tax Invoice.
12.6. The Customer shall return any defective moveable goods to the premises of the Company at the Customer's own cost and packed in the original or suitable packaging and all risks for the duration of repair and during transport, shall remain vested solely with the Customer.
12.7. All guarantees are immediately null and void should any goods be tampered with or should any seals on goods be broken by anyone other than the Company, or should the goods be operated or stored outside the Manufacturer's specifications or recommendations.
12.8. Under no circumstances shall The Company be liable for any loss, damage and consequential damages or for any delictual liability of any nature whatsoever.
12.9. Under no circumstances shall the Company be liable for any damage arising from any use, misuse, abuse or neglect of the goods or services.
13. LEGAL PROCEEDINGS
13.1. Any item delivered to the Company shall serve as a pledge in favour of the Company for present and past debts and the Company shall be entitled to retain or realise such pledges as it deems expedient at the value as determined by a sworn valuator. The sworn or realised value of pledged goods will be offset against the Customer's debts and any excess balance will be paid to the Customer.
13.2. Regardless of the place of conclusion, execution, performance or breach under this contract or domicile of the Customer, this agreement and all modifications and amendments hereof, shall be governed by and decided upon and construed under and in accordance with the laws of the Republic of South Africa.
13.3. The Company shall, at its option and notwithstanding that the amount of its claim exceeds the jurisdiction of the Magistrate’s Court, be entitled to institute action out of such Court otherwise having Jurisdiction.
13.4. In the event of the Company instituting legal proceedings against the Customer for breach of its obligations in terms of this application for credit, or for damages in the event of the cancellation of this application for credit facilities by the Company pursuant to such breach, then the Customer shall be liable for all legal costs incurred by the Company on the attorney and own client scale, including collection charges and tracing agents’ fees.
13.5. A certificate under the hand of any director or manager of the Company (whose authority need not be proved), in respect of any indebtedness of the Customer to the Company or in respect of any other fact, including without limiting the generality of the aforegoing, the fact that such goods were sold and delivered, shall be prima facie evidence of the Customer’s indebtedness to the Company and prima facie evidence of such other fact and prima facie evidence of the delivery of the goods.
13.6. The Customer’s physical address referred to on the front page of this document shall be its domicilium citandi et executandi (chosen address for service of legal notices and documents) for all purposes in terms of this application for credit facilities. Any physical address of any director (in the case of a Company), member (in the case of a close corporation) or of the owner or partner shall in addition be the Customer’s chosen domicilium citandi et executandi.
13.7. Any printout of computer evidence tendered by any party shall be admissible evidence and no party shall object to the admissibility of such evidence purely on grounds that such evidence is computer evidence or that the requirements of the relevant Act applicable to such evidence has not been met.
13.8. The Customer expressly agrees that no debt owed to the Company by the Customer shall become prescribed before the passing of a period of 10 years from the date the debt falls due.
14. CESSION OF BOOK DEBTS
14.1. The Customer does hereby irrevocably cede, pledge, assign, transfer and make over unto and in favour of the Company and as security for any amount from time to time outstanding by the Customer, all of its right, title, interest, claim and demand in and to all book debts of whatsoever nature and description and howsoever arising which the Customer may now or at any time hereafter have against all and any persons, companies, corporations, firms, partnerships, associations, syndicates and other legal persona whomsoever (“the Customer’s debtors”) without exception as a continuing covering security for the due payment of every sum of money which may now be due or at any time hereafter be or become owing by the Customer to the Company.
14.2. Should it transpire that the Customer at any time entered into a prior deed of cession or otherwise disposed of any of the right, title and interest in and to any of the debts which will from time to time be subject to the cession, then this cession shall operate as a cession of all the Customer’s reversionary rights. Notwithstanding the terms of the aforegoing cession, the Customer shall be entitled to institute action against any of its debtors provided that all sums of money which the Customer collects from its debtors shall be collected on the Company’s behalf and provided further that the Company shall at any time be entitled to terminate the Customer’s rights to collect such debts.
15. CESSION
15.1. The Customer shall not be entitled to cede any of its rights nor delegate any of its obligations in this application for credit facilities to a third party.
15.2. The Company shall at any time in its sole discretion be entitled to cede all its rights in terms of this application for credit facilities to any third
party without prior notice to the Customer who hereby consents thereto.
16. BREACH
16.1. The Customer agrees that if an account is not settled in full:
16.1.1. against order; or
16.1.2. within the period agreed to in clause 3 above in the case of a credit approved Customer, the Company is:
16.1.2.1. entitled to immediately institute a recovery (of debt and goods) action against the Customer at the sole expense of the Customer; or
16.1.2.2. to cancel the agreement and take possession of any goods delivered to the Customer and claim damages incidental thereto.
These remedies are without prejudice to any other right the Company may be entitled to in terms of this agreement or in law. The Company reserves its right to stop supply immediately on cancellation, for non- payment or any other reason in the discretion of the Company.
16.2. A Credit Approved Customer will forthwith lose his approval when payment is not made according to the conditions of clause 3 and all amounts then outstanding shall immediately become due and payable.
16.3. In the event of cancellation of this agreement or any facility of credit granted in terms hereto, the Customer shall be liable to pay:
16.3.1. the difference between the selling price and the value of the goods at the time of repossession and
16.3.2. all other costs incurred in the repossession of the goods. The value of repossessed or retained pledged goods shall be deemed to be the value placed on them by any sworn valuator after such repossession, and such valuation shall be conclusive proof of the value. If the goods are not recovered for any reason whatsoever, the value shall be deemed to be nil.
16.4. The Customer irrevocably authorises the Company to enter its premises to repossess any goods delivered and indemnifies the Company completely against any damage whatsoever relating to the removal of repossessed goods.
16.5. In the event of cancellation, the Company is entitled not to produce any unmade balance of a contract and to recover any loss sustained thereby from the Customer.
16.6. The Customer is not entitled to sell or dispose of any goods unpaid for without the prior written consent of the Company. The Customer shall not allow the goods to become encumbered in any manner prior to the full payment thereof and shall advise third parties of the rights of the Company in the goods and in particular the Landlord of the Customer or of any premises where the goods are being stored or installed.
16.7. If any goods supplied to the Customer are of a generic nature and have become the property of the Customer by operation of law (confusio or cornmixtio) the Customer shall be obliged on notice or cancellation of the agreement to retransfer the same quantity of goods in ownership to the Company.
16.8. The Customer agrees to accept any quantity that does not exceed or fall short of the quantity ordered by no more than 10% as good and complete performance and may request the Customer to pay only the proportionate contract price for the actual quantity despatch ed which request will not be unreasonably withheld.
16.9. The Customer agrees that the Company will not be required to furnish security in terms of Rule 62 of the Rules of Court of the Magistrate's Courts or in terms of Rule 47 of the Uniform Rules of Court of the High Court of South Africa.
17. BREACH OF LEASE
The Customer acknowledges that if he breaches any of the terms of any agreement of lease whether written or oral, in respect of which he hires the premises from which he carries on business, then notwithstanding anything to the contrary herein contained, all monies owing by the Customer for goods which may already have been sold and delivered, shall immediately become due and payable to the Company.
18. NOTICES
18.1. Any document shall be deemed to be duly presented to and accepted by the Customer:
18.1.1. within three days of pre-paid registered mail to any of the Customer’s business or postal addresses or to the personal address of any director, member or owner of the Customer as reflected herein; or
18.1.2. within 24 hours of being emailed to any of the Customer’s email addresses or any director, members or owner’s email address as set out herein; or
18.1.3. on being delivered by hand to the Customer or any director, member or owner of the Customer; or
18.1.4. within 48 hours if sent by overnight courier; or
18.1.5. within 24 hours of being telefaxed to the Customer’s telefax number; or
18.1.6. within 7 days of being sent by surface mail.
18.2. The Customer undertakes to inform the Company in writing within 7 days of any change of Director, Member, Shareholder, Owner or Partner or address or 14 days prior to selling or alienating the Customer's business and failure to do so will constitute a material breach of this agreement. Upon receipt of such written notification, the Company reserves the right, at its sole discretion, to withdraw any credit facility advanced to the Customer.
19. CONFIDENTIAL INFORMATION
19.1 The customer hereby consents to the Company continuing to retain its Credit Reference Data beyond it being necessary for performance under its arrangement with the customer as regulated by these Terms and after the termination of such arrangement as regulated by these Terms .The customer hereby consents to the disclosure of its Credit Reference Data to credit reference agencies, and that no further specific consent needs to be obtained for the disclosure of such data to credit reference agencies. The customer agrees that the Company will not be liable for the good faith disclosure of its Credit Reference Data to credit reference agencies.
19.2 The customer also hereby consents to his consumer credit information being forwarded to the National Register of credit agreements, any credit bureau or other third party as permitted or required in terms of applicable legislation, including any third party to whom the Company has ceded and assigned its rights and obligations in terms of this agreement. Consumer credit information includes, but is not limited to information about this application, information regarding these Terms including the customer's personal information, as well as information on noncompliance with these Terms.
19.3 The customer shall keep confidential any information of or relating to the Company or its operations or affairs which it has acquired or may acquire, save for any information:
19.3.1 Which becomes publicly available through no act or default of the customer; or
19.3.2 Which was in the possession of the customer prior to its disclosure otherwise than as a result of any breach by the customer of any obligation of confidentiality owed to the Company pursuant to these Terms; or
19.3.3 Which is disclosed to the customer by a person which person did not acquire the information under an obligation of confidentiality; or
19.3.4 which is independently acquired by a the customer as a result of work carried out by a person to whom no disclosure of such information has been made, and the customer shall not use or disclose such information except with the prior written consent of the Company or in accordance with an order of a court of competent jurisdiction, or in order to comply with any law or governmental regulations by which either party concerned is bound, or as may be lawfully requested in writing by any governmental authority.
19.4 The customer hereby consents to the processing by the supplier of its personal information and any other information that the customer may provide to the supplier for all purposes related to fulfilling the supplier’s contractual obligations (“Personal Data”), subject to all applicable laws and regulations to the extent applicable to Personal Data processed under this Agreement, then in effect and applicable to Personal Data processed under this Agreement including, without limitation: the Protection of Personal Information Act, Act No. 4 of 2013 (“POPIA”).
19.5 Where appropriate and depending on the nature of the services and/or goods to be supplied or delivered by the supplier, the parties will enter into and conclude an appropriate agreement to protect and regulate their respective rights and obligations relating to the protection and processing of Personal Data in accordance with POPIA.
19.6 The customer agrees that the supplier may process its Personal Data, which processing may include the collection, receipt, recording, organisation, collation, storage, updating or modification, retrieval, alteration, consultation or use; or the dissemination by means of transmission, distribution or making available in any other form; or the merging, linking, as well as restriction, degradation, erasure or destruction of Personal Data of the customer.
20. GENERAL
20.1. The Customer hereby consents to the storage and use by the Company of the personal information that it has provided to the Company for establishing its credit rating and to the Company disclosing such information to credit control companies, banks and other institutions involved in rating credit. The Customer agrees that the Company will not be held liable for the good faith disclosure of any of this information to such a third party and that no further specific consent need to be obtained for the transfer of such information to a specific third party.
20.2. The Customer agrees to the then standard prevailing rates of the Company for any goods or services rendered, which rates are available on request.
20.3. The invalidity of any part of this Agreement shall not affect the validity of any other part if such part is capable of being severed from the rest of this agreement.
20.4. Any order is subject to cancellation by the Company due to Acts of God from any cause beyond the control of the Company, including (without restricting this clause to these instances): inability to secure labour, power, water, materials or supplies, or by reason of an act of God, war, civil disturbance, riot, state of emergency, strike, lockout, or other labour disputes, fire, flood, drought or legislation.
20.5. Any order is subject to cancellation by the Company if the Customer breaches any term of this Agreement or makes any attempt to compromise with its creditors, is placed in provisional or final liquidation or sequestration, de-registration, business rescue or if any judgment is recorded against the Customer or any of its principals and is not rescinded within 30 business days of the grant thereof.
20.6. The Customer agrees that the Company will be immediately and irrevocably released from any contractual damages and penalty obligations should any event in clauses 19.4 and 19.5 occur.
20.7. No amendment to, variation of, consensual cancellation of any of the terms and conditions of this application for credit and any subsequent agreement for the supply of any goods or services shall be of any force or effect, unless reduced to writing, signed by the Customer and by a Director or duly authorised representative of the Company.
20.8. No relaxation or indulgence which the Company may give at any time in regard to the carrying out of the Customer’s obligations in terms thereof shall prejudice or be deemed to be a waiver of any of the Company’s rights in terms hereof, or the Company’s rights to insist on strict compliance therewith at any time, or from time to time in the future.
20.9. The Customer expressly acknowledges that no warranties or representations have been made by the Company to it except as contained in this application for credit has been made by the Customer on an arm’s length basis, and no inducements have been offered by the Company to it to apply for credit facilities from the Company.
20.10. The headings in this document are inserted for convenience and shall not be taken into account for the purpose of interpreting this document.
20.11. Each of the terms and conditions herein shall be separate and divisible and if any such term or condition becomes unenforceable for any reason whatsoever, then that term or condition shall be severable and shall not affect the validity of any of the other terms and conditions hereof which shall remain of full force and effect.