1    DEfinitions

1.1             "the Agreement" means these terms and conditions and any annexure and/or schedules to these terms and conditions;

1.2             "the CPA" means the Consumer Protection Act, 68 of 2008;

1.3             "the goods" means the goods supplied to you by Grandiflora and includes ordinary merchandise stocked in the Grandiflora retail store and Special Order Goods;

1.4             "Grandiflora" means Grandiflora (Proprietary) Limited, being the supplier of the goods purchased from the Grandiflora retail store;

1.5             "Reserved Goods" means those goods that you request and Grandiflora agrees to supply to you on a later date; and

1.6             "Special Order Goods" means goods that you expressly or implicitly require Grandiflora to procure, create or alter specifically to satisfy your requirements.

2          important notices

2.1             This Agreement contains the terms and conditions on which Grandiflora sells the goods to customers who are consumers for purposes of the CPA.  Any customer of Grandiflora who is not a consumer for the purposes of the CPA is not entitled to the benefit of these terms and conditions and any goods and/or services provided by Grandiflora to such a person shall be provided on the basis of Grandiflora's usual terms and conditions of trade.

2.2             By purchasing goods from Grandiflora you agree to the terms and conditions contained in this document. If there is any provision in this document that you do not fully understand, please ask us to explain it.

2.3             This Agreement contains certain terms and conditions which appear in similar text style to this clause and which ‑

2.3.1               may limit the risk or liability of Grandiflora or a third party;

2.3.2               may create risk or liability for you;

2.3.3               may compel you to indemnify Grandiflora or a third party; and/or

2.3.4               serves as an acknowledgement, by you, of a fact.

2.4             Your attention is drawn to these terms and conditions because they are important and should be carefully noted.

2.5             Nothing in this Agreement is intended to or must be understood to unlawfully restrict, limit or avoid any rights or obligations, as the case may be, created for either you or Grandiflora in terms of the CPA.

3          general

3.1             This Agreement forms the entire agreement between you and Grandiflora regarding your purchase of goods from the Grandiflora retail store.  No other terms and conditions, or changes to these terms and conditions, will be applicable unless they are mutually agreed in writing. 

3.2             Each term or condition contained in this Agreement is separate from the other terms and conditions in the sense that if any one is determined to be illegal or unenforceable, it will simply be disregarded and of no force and effect, but the Agreement will otherwise remain valid. 

3.3             This Agreement does not apply to instances where you are hiring goods from Grandiflora and any such transaction will be concluded in terms of the Grandiflora Hiring Contract. 

4          PROVISION OF goods

4.1             You may, while selecting the goods you may wish to purchase, examine the goods on display in the Grandiflora retail store.  You acknowledge that in handling the goods you will exercise reasonable care. You further acknowledge that if your failure to exercise reasonable care, including through the actions of your children and/or children in your care, causes any damage to or breaks any goods on display you will be liable to pay the full purchase price for those damaged and/or broken goods.

4.2             We will provide you with the goods selected by you from the Grandiflora retail store or ordered by you from Grandiflora. 

4.3             Reserved Goods and Special Order Goods will be provided on the date and time agreed on by you and Grandiflora or as soon thereafter as reasonably possible.

4.4             Reserved Goods will only be kept, for you to purchase, up to the date agreed on by you and Grandiflora for the collection and purchase of the Reserved Goods.  You acknowledge that, after the agreed date for the collection and purchase of the goods, you will have no claim against Grandiflora relating to Reserved Goods not collected and purchased by you before this agreed date and that such goods will no longer be regarded as reserved.

4.5             When you purchase items indicted as being shop or factory soiled and to the extent that this is applicable, you acknowledge that Grandiflora has informed you that the good is of an inferior quality and you expressly accept the goods in the quality you receive them.  You further, expressly acknowledge that you are aware that these goods are then sold to you without any warranties from Grandiflora in respect of the quality of the goods and you will have no claim against Grandiflora if these goods do not satisfy your requirements or are defective in any way, provided that any such defects were indicated by Grandiflora prior to the sale.

4.6             The goods will, unless specifically agreed otherwise, only be provided by Grandiflora during Grandiflora's operating hours as displayed at the Grandiflora retail store and on the Grandiflora website at www.grandiflora.co.za.

4.7             Grandiflora will not refund any goods purchased at the Grandiflora retail store save where this is required in terms of the CPA.

4.8             Grandiflora will exchange goods purchased at the Grandiflora retail store within 30 days from delivery of the goods to you, subject to prior approval being obtained from Grandiflora management, save where this is required in terms of the CPA.

5          Charges payable by you and your payment obligations

5.1             You will be liable to pay the total price in exchange for the goods.  The total price is the aggregate amount of the displayed prices of the goods you elected to purchase from Grandiflora ("the Total Fee"). 

5.2             You may use any loyalty award accrued in terms of the Grandiflora Loyalty Card towards payment of the Total Fee, subject to the rules regulating the Grandiflora Loyalty Card.

5.3             You may be requested to pay a reasonable deposit in advance for Reserved Goods.  This deposit amount will be determined by Grandiflora, in its sole discretion.  A cancellation of an order for Reserved Goods may result in the imposition of a reasonable cancellation penalty which amount may, or may not, equal or exceed any deposit already paid

5.4             Under no circumstances will Grandiflora accept cheques as tender for payment.

6          Ownership, risk and title

6.1             Ownership, risk and title to the goods purchased by you shall pass to you on full payment of the Total Fee.  Until then, you acknowledge that Grandiflora remains the owner of the goods and is entitled to remain in possession of them. 

6.2             In the event that any damage should occur, as a result of any cause whatsoever, to any goods that you have paid a deposit or made a part payment in respect of, while such goods is in the possession and control Grandiflora, then the liability of Grandiflora will be limited to the amount of money already paid by you in respect of that good and you will have no other claim whatsoever against Grandiflora arising from this. You acknowledge that due to the nature of Special Order Goods Grandiflora may not be able to replace the Special Order Goods with similar or identical Special Order Goods, timeously, or at all.

6.3             To the extent that Grandiflora has the Reserved Goods or Special Order Goods in its possession in order to keep the goods aside up to the agreed date of collection of the goods or for any other reason requested by you, you acknowledge that the Reserved Goods or Special Order Goods are not held in lay-by by Grandiflora. 

7          delivery

7.1             You will, unless we expressly agree otherwise in writing, take delivery of the goods at Grandiflora's place of business and at your risk and expense.

7.2             You acknowledge that delivery dates given in advance are merely estimated.  In the event that the goods cannot be provided on the delivery date Grandiflora will use its best endeavours to ensure that delivery is completed as soon as is reasonably possible after the estimated delivery date.  Despite this, Grandiflora will not be liable to you for any losses which are a result of any default or delay in the performance of its obligations in terms of this Agreement if and to the extent such default or delay is caused, directly or indirectly, by: fire, flood, earthquake, elements of nature or acts of God, riots, civil disorder, rebellions or revolutions in any country or any other cause beyond the reasonable control of Grandiflora; provided that: (i) Grandiflora is without fault in causing such default or delay; and (ii) such default or delay could not have been prevented by reasonable precautions; and (iii) such default or delay cannot reasonably be avoided by Grandiflora through the use of alternate sources or other means.

7.3             You acknowledge that, on collection of goods (other than Special Order Goods) and before purchasing the goods and leaving the Grandiflora retail store, you were allowed a reasonable opportunity to inspect the goods in order to determine whether the goods are of the type and quality that you require and that the goods correspond in all material respects with your expectations.

7.4             You acknowledge that, on collection of Special Order Goods and before purchasing the Special Order Goods and leaving the Grandiflora retail store that you were permitted a reasonable opportunity to inspect the Special Order Goods in order to determine whether they reasonably conform to the material specifications of your special order.  Grandiflora does not accept any liability where the Special Order Goods comply with the material specification but not your expectation which may not match the agreed material specifications. 

7.5             Without limiting the generality of clause 7.4, Grandiflora reserves the right to, in some instances, request you, when ordering Special Order Goods, to inspect a sample of the Special Order Goods and to approve the sample as being a perfect example of the good required, by way of signature on the sample or signature of a declaration to that effect.  This approval will serve as your acknowledgement that the goods reasonably conform to the material specification of your special order and you will have no claim on this ground against Grandiflora.  In the event that the Special Order Goods are defective, within the meaning of the CPA, the claim will be dealt with in accordance with the CPA.

8          termination of this agreement (INCLUDING CANCELLATION OF ORDERS)

8.1             This Agreement is binding on you and in the event that you wish to cancel this Agreement Grandiflora may charge a reasonable cancellation fee in respect of Reserved Goods.  Grandiflora will, for any cancellation of Reserved Goods, charge a cancellation penalty of NOT LESS THAN 10% (ten percent) of the Total Fee of the Reserved Good.  However, Grandiflora reserves the right to charge an additional reasonable cancellation fee, over and above the 10% (ten percent) cancellation penalty, taking into consideration the nature of the Reserved Goods, the length of notice of cancellation provided by you, the demand for the Reserved Goods and the practice in the industry.

8.2             You may not cancel this Agreement where you purchase Special Order Goods from Grandiflora.  In the event that you do wish to cancel this Agreement and you purchased Special Order Goods you will be liable to pay Grandiflora the full purchase price of the special order good. 

9          warranties

9.1             Grandiflora gives only the following warranties in respect of the goods –

9.1.1               it has the title to the goods and has the right to sell and alter the goods;

9.1.2               the goods are supplied with a warranty of quality against defects, all within the meaning of the CPA.

9.2             Notwithstanding the provisions of clause 9.1 above, if any defect in Special Order Goods or the components of the Special Order Goods relates to (i) alterations or use contrary to instructions or advice of Grandiflora; (ii) alterations made after the Special Order Goods left the possession of Grandiflora; or (iii) alterations made by any person other than Grandiflora, Grandiflora will not be liable for those defects. 

10        limitations

10.1          In addition to any other specific exclusion of liability contained in this Agreement and unless otherwise expressly stated in this Agreement, you agree that you will have no claim against Grandiflora for any loss or damage, of any nature, occasioned by any defect in any good supplied, or any failure to provide adequate instruction in respect of any hazards that might arise from the use or incorrect use of the goods save to the extent that such loss or damage is contemplated in section 61 of the CPA, and provided that nothing in this Agreement must be construed as in any way limiting the rights of Grandiflora to raise such defences as may be available to it in law.

10.2          Grandiflora shall not be liable for any damage suffered by you arising from the misuse, abuse or neglect of the goods by you.  To the extent permitted under the CPA, neither party shall be liable for any consequential damages, including loss of profits of any nature arising from this Agreement.

11        default

11.1          In the event that you fail to make payment in terms of and as specified in clause 5 or commit any other breach of this Agreement, Grandiflora shall be entitled, at its own option and without notice and without prejudice to any other right which it may have, including the right to claim damages arising out of the breach or the termination of the Agreement, to terminate the Agreement immediately, and/or, subject to clause 8.2, to declare all amounts owing by you due and payable and/or to suspend the carrying out of Grandiflora's then uncompleted obligations until payment is made.

11.2          No relaxation which Grandiflora may have permitted on any occasion in regard to carrying out of your obligations shall prejudice or be regarded as a waiver of Grandiflora's rights to enforce those obligations on any subsequent occasion.  

12        governing law and jurisdiction

12.1          This Agreement shall be subject to the laws of the Republic of South Africa.

12.2          In the event of any dispute arising between you and Grandiflora, both parties consent to the jurisdiction of the Magistrate's Court notwithstanding that the action or proceedings may otherwise be beyond the jurisdiction of the said court.  Nothing in this Agreement should be understood to prevent either party from taking any dispute to any court, tribunal, commission, ombud or other body of competent jurisdiction.