THIS SALE OF GOODS AGREEMENT ("AGREEMENT") GOVERNS YOUR PURCHASE AND USE OF THE PRODUCTS. BY ACCEPTING THIS AGREEMENT, EITHER BY CLICKING TO ACCEPT IT OR BY PURCHASING THE PRODUCTS, YOU AGREE TO THE TERMS OF SALE IN THIS AGREEMENT. IF YOU ARE UNDER THE AGE OF 18, YOU REPRESENT THAT YOUR LEGAL GUARDIAN HAS REVIEWED AND AGREED TO THESE TERMS. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND THE ENTITY TO THESE TERMS. IN THIS AGREEMENT YOU AS THE CUSTOMER ARE REFERRED TO AS "YOU" OR "CUSTOMER."
1.1. This agreement governs your purchase and use of the Products.
1.2. If you are under 18 (eighteen) years of age, you are required to ensure that your legal guardian has reviewed and agreed to this agreement.
1.3. If you are entering into this agreement on behalf of a legal entity, you represent that you have the authority to bind such entity to the terms of this agreement.
2.1. "Account" means the method of payment provided for the payment of Fees by you as specified on the Website, which may be Magic Nuudles': bank account for EFT purposes; Payfast account; card merchant facility; or such other method that Magic Nuudles accepts for payment purposes.
2.2. "Agreement" means this Agreement for the sale of Products by Magic Nuudles to you, as read with the Order Form.
2.3. "You" means the person purchasing the Products, and includes your heirs and successors in title.
2.4. "Custom Order" means an order for Products that are: specially imported; modified; personalised; or customised, in accordance with your specific requirements.
2.5. "Commencement date" means the date you order Products from Magic Nuudles by submitting your completed Order Form.
2.6. "Confidential information" means all personal and business information disclosed by either party to the other party, being information that is confidential, relates to that party's business or personal affairs, or is not generally available to the public. Confidential Information will not include any information that (i) is or becomes generally known to the public without breach of any obligation herein, (ii) was known to the receiving party prior to disclosure, (iii) is received from a third party without breach of any obligation, or (iv) is legally required to be disclosed.
2.7. "Delivery Address" means the address at which you will accept delivery of the Products, being the address specified as such in the Order Form.
2.8. "Fees" means the purchase price, fees and charges payable by you to Magic Nuudles for the purchase and, where applicable, the delivery of the Products.
2.9. "Magic Nuudles" means Triple Red (Pty) Ltd t/a Magic Nuudles, a private company incorporated in accordance with the laws of South Africa.
2.10. "Malicious Code" means viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs.
2.11. "Personal page/s" means any web-pages on the Website containing your personal, subscription or order information.
2.12. "Order Form" means the form completed and submitted by you to purchase the Products. This form will specify, amongst other things, the Products purchased, any Custom Order specifications, your delivery address and your details.
2.13. "Product/s" means the Magic Nuudles Products sold by Magic Nuudles and purchased by you as identified in the Order Form, which may include: Magic Nuudles, Mini Magic Nuudles, Magic Nuudles sticks, Magic Nuudles paper, Magic Nuudles accessories; other goods marketed and offered on the Website, including any applicable offline components; and/or new products introduced to Magic Nuudles range of products by Magic Nuudles from time to time;
2.14. "Website/s" means www.magicnuudles.co.za and may include such other Website/s owned, managed and/or administered by Magic Nuudles, and further includes, as applicable, any associated mobile applications and/or social media platforms developed, managed and/or administered by Magic Nuudles in association with the Website/s.
2.15. Reference to the singular includes the plural, reference to natural persons includes legal persons, and reference to gender includes the other gender.
2.16. Any rule of construction that an agreement is interpreted against the party responsible for the drafting will not apply.
3. Commencement and Cancellation
3.1. This agreement will commence on the Commencement Date and will apply to the sale and delivery of all Products purchased by you from Magic Nuudles, regardless whether the Products are specified on the Order Form. This agreement may be amended and updated by Magic Nuudles from time to time, and thus it is your responsibility to review these terms and conditions with the completion of each Order Form for any changes that may have been made.
3.2. If you cancel any order for Products, you will be pay a cancellation penalty amounting to:
3.2.1. 100% in respect of any Products that have already been delivered, and/or handed over to a courier or delivery agent for the purpose of effecting delivery; and/or
3.2.2. 20% in respect of all other Products if cancellation is received before the Products are handed over to a courier or delivery agent for the purpose of effecting delivery.
4. Fees and Charges
4.1. The purchase price and other Fees payable by you for the purchase of the Products will be in terms of the pricing schedule reflected on the Website at the date and time of your completion of the Order Form. This is regardless of any differing prices quoted in any catalogue, price lists, adverts, or other marketing channels, as these prices are subject to both expiry and amendment without notice. For any Products sold that are not specified on the Website, the standard pricing charged by Magic Nuudles will apply.
4.2. Fees are payable in full on submission of the Order Form, without deduction or set-off.
4.3. If any additional fees or charges become payable for whatever reason, these fees will be payable immediately on demand.
4.4. Where Magic Nuudles delivers the Products to a Delivery Address that is not Magic Nuudles' distribution depot, delivery charges will be payable by you in accordance with Magic Nuudles' standard delivery fees.
4.5. Magic Nuudles will provide the Account to which all Fees will be paid. You agree to pay the Fees to the Account by bank transfer, using a debit or credit card, or using such other payment method that may be accepted by Magic Nuudles. Offline EFT payments must be made within 24 (twenty-four) hours after the submission of the Order Form. Magic Nuudles will be entitled to obtain validation of your payment before delivering the Products.
4.6. You warrant that the accountholder authorises and consents to: the payment of the Fees; and Magic Nuudles' deduction of all Fees due by you to Magic Nuudles.
4.7. Any discounts offered or agreed to by Magic Nuudles on any Products or related to any order/s for Products will not amend Magic Nuudles' price list nor establish any precedent, and will only be enforceable if agreed to by Magic Nuudles in writing. Discounts will be at Magic Nuudles' sole discretion and treated on an ad hoc basis. Should Magic Nuudles apply a general discount, offer a bulk discount, or make available Products on a discounted sale price, such discount or sale price will be entirely at Magic Nuudles' sole discretion, will be subject to the terms and conditions specified by Magic Nuudles, will apply only in respect of the Products identified by Magic Nuudles, and will expire: when withdrawn by Magic Nuudles at its discretion; when stock runs out; or on the expiry date determined by Magic Nuudles, whichever is the earlier date. Any discounts offered or awarded will not apply to delivery fees.
4.8. Any vouchers, coupons or discount codes that may be issued or accepted by Magic Nuudles will be subject to expiry as specified on the voucher, coupon or discount code. If no expiry date is recorded, then the expiry date will be deemed to be 12 (twelve) months after the date that the voucher, coupon or discount code was issued. Only one voucher, coupon or discount code may be used per purchase, and no change will be given should the amount be more than the purchase price.
4.9. Any outstanding amounts, being due and payable by you, will attract a penalty of 2% per month, compounded monthly.
4.10. If Magic Nuudles takes action against you for the payment of any amount owed to Magic Nuudles which, despite demand, remains unpaid, you will be liable for all collection costs, commissions and charges incurred on an attorney and client basis.
5. Process and Delivery
5.1. All orders for Products must be placed using the Order Form through the Website, and will be subject to acceptance by Magic Nuudles. It is your responsibility to ensure that the correct order details are entered into the Order Form. You must, using the Order Form, specify with certainty: exactly which Product/s are being ordered; the quantity of each Product ordered; any special requirements; and the billing and delivery information. Magic Nuudles will not be liable for any damages suffered, or for any delays, claims or losses, due to any inaccurate, insufficient, ambiguous, incorrect or conflicting information submitted by you in the order. If you subsequently realise that you have made an error on the Order Form, you must notify Magic Nuudles without delay. Magic Nuudles does not, however, guarantee that it will be able to amend the Order Form in accordance with your requirements.
5.2. If Magic Nuudles reasonably believes that the Order Form was submitted fraudulently, or if payment was made fraudulently or using a fraudulent card or account, Magic Nuudles will be entitled to cancel the order immediately.
5.3. Magic Nuudles does not guarantee that all the requirements in your order will be met. Where any portion of the order cannot be met and/or requires variation for whatever reason, Magic Nuudles will contact you to discuss and agree on any variations to the order and/or any refund due.
5.4. The Products will be ordered in accordance with the description and features described on the Website, which may be revised, updated, added to, or otherwise amended on agreement by Magic Nuudles from time to time.
5.5. Magic Nuudles will have the right to cancel, reduce, refuse, suspend, or delay delivery of any order placed if you fail to make any payment due to Magic Nuudles, including non-payment of previous orders.
5.6. Fulfilment of orders will be subject to availability of the Products. Magic Nuudles makes no guarantee that all Products ordered will be immediately available for delivery, or available at all. Magic Nuudles will refund you for any payment made for the purchase of Products that Magic Nuudles is unable to deliver.
5.7. Each order for Products will be a separate and independent transaction and you are required to make payment accordingly. You will not be entitled to set-off any refund or credit due or allegedly due by Magic Nuudles against any purchase order.
5.8. Where there is an unintended problem with the Website, including due to hacking, virus, system glitch or IT fault, programming error, Magic Nuudles will not be bound to honour any orders placed while the problem persists, and may, in Magic Nuudles' discretion, cancel the order and refund any payment made.
5.9. The Products are only available for delivery in South Africa.
5.10. Magic Nuudles will deliver the Products to the Delivery Address, and delivery to this address will be considered valid delivery. All risk in and to the Products will pass to you upon delivery to the Delivery Address. You will be responsible for ensuring that the complete and correct Delivery Address is stated in the Order Form, including the postal code, suburb name and using the correct spelling. You will pay for any additional costs, and will bear any losses or damages incurred, due to delays, non-delivery or loss of Products as a result of delivering or attempting to deliver to a Delivery Address where the details provided are incomplete, incorrect or ambiguous. You will ensure that the correct Delivery Address is fully and completely supplied with the submission of each Order Form.
5.11. Where the Delivery Address is Magic Nuudles' distribution depot, Magic Nuudles will notify you when the Products are available for your collection from the distribution depot. If you fail to collect the Products within 60 (sixty) days of delivery to Magic Nuudles' distribution depot (where this is the appointed Delivery Address), Magic Nuudles will consider the Products to be returned in terms of Magic Nuudles' returns policy.
5.12. Where the Delivery Address is a postal or physical address an additional delivery charge will be levied. The delivery charge is payable in full before delivery of the Products.
5.13. If you supply a postal address as the Delivery Address you undertake to collect the Products from the postal service without delay. If you refuse delivery or fail to collect the Products within the time frame specified by the postal service, the Products will be returned to Magic Nuudles and dealt with in terms of Magic Nuudles' returns policy. If the Products are returned due to non-collection and you subsequently request delivery, Magic Nuudles will re-deliver after you have paid for any additional delivery costs incurred.
5.14. If you supply a physical address as the Delivery Address, you warrant that any competent person present at the Delivery Address at the time of delivery is authorised to receive the Products. You accordingly agree that delivery to any competent person at the Delivery Address will be valid delivery at which point all risk in the Products will pass to you. If there is no competent person present at the Delivery Address on the first delivery attempt, the courier service will contact you to make suitable arrangements for delivery. If a second delivery attempt fails, the Products will be returned to Magic Nuudles and dealt with in terms of Magic Nuudles' returns policy. If you subsequently request delivery, Magic Nuudles will re-deliver after you have paid for any additional delivery costs incurred.
5.15. Magic Nuudles will endeavour to deliver the Products within the time period displayed on the Website, and will keep you updated on the anticipated delivery date, including any delays in delivery. You acknowledge that delivery times are only estimates, time is not of the essence, delivery may be delayed for reasons outside of Magic Nuudles' control, and delays will not be sufficient reason to cancel the order. You understand that many variables may be involved in the supply and delivery of the Products including, without limitation, labour constraints, service interruptions, third party obligations and default, shortage of materials, shortage of resources, importation and transportation issues, outbreak of war or riots, terrorist activities, natural disasters, and other issues outside of Magic Nuudles' reasonable control. Accordingly, Magic Nuudles will not be liable for any damages or penalties due to any delays in delivery or failure to give notice of delay for any reason. You understand that if Magic Nuudles needs to place an order on international suppliers to supply the Products, delivery may take longer than anticipated.
5.16. Delays in delivery will not entitle you to cancel any order, except where delivery is delayed for longer than 30 (thirty) days after the initial anticipated delivery date notified by Magic Nuudles for reasons that are within Magic Nuudles' reasonable control.
5.17. On delivery, you will be required to receive the Products and sign acceptance of the delivery. You are required to inspect the Products for any obvious defects or damage before signing. Delivery to the Delivery Address constitutes valid delivery, and your failure to collect, receive or accept the Products will not cancel this Agreement.
5.18. After inspecting the Products during the delivery process, if there transpires to be a problem with the order, such as incorrect Products, incorrect quantity, damages or breakages, then you must note the problem on the waybill, and must also notify Magic Nuudles by email at firstname.lastname@example.org within 5 (five) days of the delivery. You must ensure that all details of the problems are included in the email. Magic Nuudles will correct the problem as soon as reasonably possible, including, as applicable, delivering the correct or additional Products to the Delivery Address.
5.19. You may request Magic Nuudles to change the Delivery Address after submitting the Order Form but before delivery, but Magic Nuudles cannot guarantee that the change will be effected, and you remain responsible for collecting the Products from the Delivery Address stated in the Order Form.
5.20. If Magic Nuudles is unable to fulfil the order, for any reason and in Magic Nuudles' discretion, Magic Nuudles will notify you of the cancellation and refund any Fees paid. Alternatively, Magic Nuudles may offer an alternative Product or a credit voucher, but you are not obliged to accept an alternative Product or credit voucher and may elect to receive a refund.
Ownership in the Products:
5.21. Magic Nuudles will own the Products until all Fees due by you have been paid, despite delivery.
5.22. You will not remove, change, add to or disguise any names, logos, trademarks, safety warnings or other information on or attached to the Products.
6. Returns and Defects
6.1. You must ensure that the correct Product specifications are recorded in the Order Form, such as quantity, sizing, accessories, and other relevant specifications. Magic Nuudles' sole responsibility is to deliver Products that reasonably match these specifications. Magic Nuudles is not liable if the specifications provided by you are incorrect, incomplete or inadequate in any way. You understand that there may be minor variations due to, as applicable, use of natural materials, colour batches, immaterial adjustments to materials or designs, or variations to expectations caused by your screen or device settings.
6.2. Where you have not had the opportunity to examine the Products or identical samples before placing the order, you may return or exchange the Products within 7 (seven) days after delivery. No other Products may be exchanged or returned without Magic Nuudles' consent.
6.3. If Magic Nuudles accepts any Products for refund or exchange, the Products must be returned unused, with all labels attached, in their original packaging, and in a saleable condition. Returns made later than 7 (seven) days after the date of delivery will attract a handling fee amounting to 20% (twenty percent) of the retail value of the Products. Notwithstanding this clause, no request for the return of Products will be considered more than 30 (thirty) days after the date of their delivery. Delivery fees will not be refunded, and you will be required to return the Products to Magic Nuudles at your own cost. Magic Nuudles will facilitate the return delivery on your request and after you have paid the return delivery fees.
6.4. No refund, repair or replacement of any Products will be accepted if the Products:
6.4.1. comprise of books or magazines;
6.4.2. constitute a Custom Order;
6.4.3. were advertised by Magic Nuudles as sales items, reduced to clear, seconds, damaged stock, special offers, or where the nature of the defect was disclosed before completion of the Order Form;
6.4.4. comprise audio-visual or other copyrighted content (such as DVDs); and/or
6.4.5. comprise of Products that by their nature cannot reasonably be accepted for return.
6.5. Any defective Products must be returned as soon as possible after you become aware of the defect, but no later than 6 (six) months after date of delivery of the Products to you. Magic Nuudles will determine if the Product is defective and the cause of the defect, acting reasonably in making that determination. Only Products that were defective as at time of delivery, including defects that may only become apparent under normal operation of the Product in accordance with manufacturer guidelines, will be considered for repair, exchange or refund. Defective Products returned later than 14 (days) days after delivery may be subject to a 20% (twenty percent) handling fee. Where it transpires that the defect was caused by: you, user or third party action or negligence; pets, pests or other animals; using the Product otherwise than in accordance with manufacturer's guidelines or in the manner in which it was intended; incorrect storage or care of the Product; accident; an act of God; normal wear and tear; abnormal use; or any other cause unrelated to Magic Nuudles or the manufacturer, the defective Product will not be accepted for return by Magic Nuudles. Costs of returning the defective Product to Magic Nuudles, calculated on Magic Nuudles' standard returns rate, will be reimbursed to you if it transpires that the Products were defective at time of delivery. If Magic Nuudles rejects the return, the Products will be returned to you after you pay for the delivery fees.
6.6. Any Products that are returned to Magic Nuudles for any reason must be addressed to: Unit 3, 15 Indianapolis Street, Kyalami Business Park, Kyalami, 1684. You must ensure that all Products being returned to Magic Nuudles are properly packaged. Delivery of returned Products to Suppler is at your risk, and you will be liable for any loss or damage to Products during the delivery process.
6.7. You must ensure that the Products are stored, used and cared for in accordance with the manufacturer's instructions. Damages resulting from a failure to do so will be borne by you.
6.8. Any refunds authorised by Magic Nuudles will be made in accordance with your original payment method, at the actual Rand value paid, and less delivery fees.
7. Magic Nuudles obligations
7.1. Magic Nuudles may from time to time offer you improvements, accessories or additions to the Products that may generally be introduced by Magic Nuudles. But Magic Nuudles is not obliged to: make improvements or additions freely available; replace Products already purchased by you; or change any combinations of the Products to satisfy your requirements.
7.2. Magic Nuudles reserves the right to modify, improve or add to the Products or to discontinue supplying the Products or any Product line or part thereof at any time.
7.3. Magic Nuudles will use commercially reasonable efforts to deliver the Products in accordance with your requirements specified in the Order Form.
7.4. Magic Nuudles will perform its services and discharge its obligations conscientiously and in accordance with reasonable requirements and industry standards.
7.6. Magic Nuudles will keep a full record of your order for the period of time prescribed by law. Magic Nuudles will, on written request received within 12 (twelve) months following the Commencement Date, provide you with a copy of your order details.
8. Customer Obligations
8.1. You will ensure the correctness of the information in the Order Form, and will bear all risk if you provide erroneous, incomplete or ambiguous information.
8.2. If there are any complaints, you agree to describe your cause of complaint accurately and in detail, including any evidence you may have, so that Magic Nuudles can investigate and, where possible, remedy the incident.
8.3. You undertake not to: (i) access or use the Website to store or transmit Malicious Code or attempt to do so, (ii) interfere with or disrupt the integrity or performance of the Website or attempt to do so, (iii) gain or attempt to gain unauthorised access to any part of the Website or its related systems or networks, (iv) use any comment box on the Website to post content or initiate communication that is false, unlawful, abusive, discriminatory, or otherwise objectionable or for any illegal purpose of whatsoever nature, or to upload or otherwise make available any content that you do not have the legal or contractual right to disclose, or otherwise infringes upon any third person's legal rights, or to upload or otherwise make available or transmit any unsolicited or unauthorized advertising or promotional material, (v) falsely state, impersonate, or otherwise misrepresent any person's identity or personal particulars.
8.4. You undertake not to (i) create derivate works based on the Website, (ii) copy, frame or mirror any part or content of the Website, other than copying or framing for your own personal and not-for-profit purposes, or (iii) access the Website in order to build a competitive product or service, or copy any features, functions or graphics of the Products.
8.5. You warrant that you are not under the age of 16, and further that your guardian has given consent to the order if you are under the age of 18.
8.6. You confirm that if your purchase of the Products is conditional upon the delivery of any future advantages or benefits, or is based on any representations or promises regarding the Product, then you will include this information in the Order Form.
9. Warranties, Exclusions and Indemnities
9.1. Magic Nuudles warrants that the Products will be of a satisfactory quality and will meet the Product specifications as advertised on the Website.
9.2. It is your responsibility to ensure that the Products are suitable for your requirements and that they meet your individual needs.
9.3. Custom Orders will be provided according to the written specifications in the Order Form, as accepted and agreed to by Magic Nuudles, and Magic Nuudles does not warrant that they will meet your specific usage requirements. You accept all risk in Custom Orders.
9.4. You understand that all photographs on the Website are provided for illustrative purposes only, and that the Products, designs, colours, finishes and/or accessories displayed will not necessarily be available for purchase. Sizes, colours and materials featured on the Website are illustrative, may be distorted by screen or device settings, and may not exactly match the Products delivered.
9.5. Magic Nuudles will use all reasonable endeavours to ensure that the Website remains live, that downtime is limited, and that virus protection, firewalls and security protection is implemented and updated at a minimum according to industry standards. Magic Nuudles will use commercially reasonable efforts to protect the security, confidentiality and integrity of all Confidential Information submitted to Magic Nuudles and/or via the Website. However, Magic Nuudles does not warrant any of this, nor will Magic Nuudles be liable for any downtime, system errors, Malicious Code, hacking or third-party damage that may arise.
9.6. Any content posted on or transmitted through any comments or reviews boxes on the Website is and remains the sole responsibility of the person who posted or transmitted the content. Magic Nuudles will bear no liability for any such content.
9.7. If you appoint someone to place an order on your behalf, or make use of Order Forms other than via the Website, including manually-completed Order Forms or emailed orders, you will bear all risk for any errors or omissions, and for any incorrect or incomplete orders placed on your behalf or using such other Order Forms or processes.
9.8. Magic Nuudles does not warrant any information provided by any distributor, reseller, franchisee or other independent sales representatives or sales agents, ("Business Associates") whether or not they are designated by Magic Nuudles as "approved" or "authorised". You acknowledge that Business Associates are not Magic Nuudles' agent, employee, contractor or partner and have no authority to act on Magic Nuudles' behalf, or to make any warranties, promises or representations regarding Magic Nuudles or the Products.
9.9. Except as expressly provided in this Agreement, Magic Nuudles makes no warranties of any kind, whether express, implied, or otherwise, and Magic Nuudles specifically disclaims all implied warranties, including any warranties of merchantability or fitness for a particular purpose, to the maximum extent permitted by applicable law.
9.10. Magic Nuudles' liability with respect to any incident arising out of or related to this agreement will not exceed the replacement cost of the Product related to such incident.
9.11. Magic Nuudles will not be responsible for any direct, indirect, consequential, general or special damages, or any loss of profit or revenue that may be suffered by any person for any reason. You indemnify Magic Nuudles against all and any such claims.
9.12. Magic Nuudles will not be liable for any force majeure or acts of God that prevent it from ordering, receiving, supplying or delivering the Products, including: acts of government, border control delays, interruption of essential services, natural disasters, fires, civil unrest, acts of terror, strikes or other labour issues, or internet failures or delays. Where a force majeure persists for longer than 90 (ninety) days after the submission of the Order Form, Magic Nuudles may, in its discretion, cancel the order and refund all Fees paid.
10. Intellectual Property Infringement
10.1. You acknowledge and agree that Magic Nuudles owns or is entitled to all copyright, trademarks, logos and intellectual property in the Products and associated designs and processes, and including the Website. You will not acquire any right to any such intellectual property.
10.2. Magic Nuudles will reimburse you for any expenses, including reasonable attorney fees and costs, that you may incur should the Product become the subject of a genuine legal action alleging that the Product infringes a third party's patent, trademark or copyright, provided that you notify Magic Nuudles about the claim immediately, and no more than 2 (two) business days after you become aware of it. Magic Nuudles will have the right to control the defense and/or settlement of any such claim.
10.3. Notwithstanding 10.2, Magic Nuudles will have no obligation for any claim if: any part of the Product has been modified by a person other than Magic Nuudles; if any part of the Product has been used in combination with other items or goods; if Magic Nuudles had already provided you with replacement Products that correct the infringement.
10.4. The remedy in this clause 10 constitutes Magic Nuudles' entire liability and your sole remedy for any Product's infringement of any copyright, patent, trade secret or other intellectual property right.
11.1. Should either party commit a breach of this agreement and fail to remedy such breach within 20 (twenty) business days after receipt of written demand, the aggrieved party will be entitled to either claim specific performance or to cancel this agreement and claim damages, which damages shall be subject to clause 9 above.
12.1. You choose your email address as the address at which you will accept all notices and communications.
12.2. Magic Nuudles chooses as the address at which it will accept legal notices and other communications: Unit 3, 15 Indianapolis Street, Kyalami Business Park, Kyalami, 1684.
12.3. You will not cede or assign any of its rights or obligations under this Agreement without Magic Nuudles' prior written consent.
12.4. Every attempt has been made to ensure that this agreement has been drafted in accordance with all statutory requirements, and any non-compliance is unintended. If any provision is held to be unenforceable for any reason, including due to a statutory requirement or a subsequent change to the law, the provision will be adjusted, if possible, to achieve the intent within legal parameters. If adjustment is not possible, the provision will be deleted, and all other provisions will remain valid and enforceable.
12.5. Magic Nuudles reserves the right to modify this Agreement at any time, and without prior notice, by posting the amended terms on the Website. Your completion of each and every Order Form constitutes your acceptance of the Agreement, as amended.
12.6. All copyright subsisting in the Website belongs to Magic Nuudles and all rights not expressly granted are reserved.
12.7. This agreement constitutes the whole agreement between the parties. These terms will prevail over any separate terms, including any further conditions or stipulations provided by you and/or Business Associates, which conditions and stipulations are expressly waived and excluded.
12.8. No indulgence will be a waiver of any rights or prevent a party from enforcing compliance with this agreement.
12.9. This Agreement will be governed by and interpreted in accordance with the laws of South Africa.