These Terms and Conditions govern all quotations, orders, sales, manufacture, supply and delivery of garments, corporate wear, accessories and related products by IMAGEMAKERS (PTY) LTD (Registration Number 1982/009616/07) (“IMA”) to any purchaser (“Purchaser”).
1. Definitions
“Order” means any request for goods or services placed with IMA. “Goods” means garments, fabrics, accessories, trims, branding and related products supplied by IMA. “Purchaser” means the customer placing the Order. “Business Day” means any day other than a Saturday, Sunday or public holiday in South Africa.
2. Application of terms
These Terms and Conditions apply to all Orders placed with IMA and supersede all prior agreements, representations or understandings. No amendment shall be valid unless reduced to writing and signed by an authorised representative of IMA.
3. Quotations and validity
All quotations are subject to fabric availability, exchange rate fluctuations, import costs and supplier pricing. Unless otherwise stated in writing, quotations remain valid for 14 (fourteen) days only.
4. Orders
An Order shall only become binding once accepted by IMA in writing or once manufacture has commenced. IMA reserves the right to refuse any Order in its sole discretion.
5. Pricing
All prices are quoted exclusive of VAT unless otherwise stated. Prices exclude delivery, insurance and special packaging unless expressly agreed in writing. IMA reserves the right to adjust pricing prior to manufacture where exchange rate fluctuations, import duties, freight increases, supplier increases or unforeseen costs materially affect the cost of production.
6. Payment terms
A minimum deposit of 50% of the Order value shall be payable before manufacture commences unless otherwise agreed in writing. The balance shall be payable prior to dispatch unless credit facilities have been approved. Interest shall accrue on overdue amounts at a rate equal to 2% above the prime overdraft lending rate charged by Standard Bank of South Africa Limited from due date to date of payment, both days inclusive.
7. Credit facilities
Any credit facilities granted by IMA may be withdrawn at any time. The Purchaser consents to IMA obtaining credit information from any credit bureau, financial institution or trade reference for purposes related to assessing creditworthiness.
8. Ownership and risk
Ownership of all Goods shall remain vested in IMA until payment in full has been received by IMA, notwithstanding delivery. Risk in the Goods shall pass to the Purchaser upon delivery or collection. Until ownership passes, the Purchaser shall keep the Goods separately identifiable and adequately insured.
9. Delivery
IMA shall use its best endeavors to adhere to any specified delivery date, it shall not be bound by such date. IMA shall not be liable for any losses, penalties, production interruptions or damages arising from delayed delivery. Delivery shall be deemed to have occurred upon signature of a delivery note, collection of the Goods, or delivery to the nominated address.
10. Manufacturing tolerances
The Purchaser acknowledges and accepts normal industry tolerances relating to colour shade variation, fabric texture, sizing, shrinkage, stitching, garment finish and dye lots. Minor variations shall not constitute defects.
11. Fabric and component availability
IMA reserves the right to substitute fabrics, trims, shades, buttons, zips or components with commercially equivalent alternatives where supply chain disruptions, discontinuations, import restrictions or supplier shortages occur.
12. Fitting and measurements
Where measurements are supplied by the Purchaser or its representatives, IMA accepts no responsibility for incorrect sizing resulting therefrom. The Purchaser shall remain responsible for verifying all measurements and garment specifications prior to manufacture.
13. Customised goods
Customised, embroidered, branded, altered or specially manufactured garments may not be cancelled, returned or exchanged unless defective.
14. Claims and defects
Any claims relating to shortages, defects or incorrect supply must be submitted in writing within 7 (seven) days of delivery. Failure to notify IMA within such period shall constitute acceptance of the Goods by the Purchaser.
15. Returns and exchanges
No Goods may be returned without prior written approval from IMA. IMA shall not be responsible for any damage due to incorrect laundering or general poor care. Approved returns must be in original condition and packaging. IMA reserves the right to charge handling, transport and restocking fees.
16. Cancellations
Orders cancelled after production commencement may charge a cancellation fee of 50% of the Order. IMA reserves the right to recover all costs incurred, including fabric purchases, cutting, labour, branding and administration costs.
17. Limitation of liability
IMA shall not be liable for any indirect, consequential, special or incidental damages, including loss of profits, business interruption, reputational damage or loss of production. IMA's total liability arising from any Order shall not exceed the value of the relevant Order.
18. Force majeure
IMA shall not be liable for any failure or delay arising from causes beyond its reasonable control, including but not limited to strikes, riots, civil unrest, acts of war, terrorism, pandemics, power failures, load shedding, cyber incidents, transport disruptions, port congestion, supplier failures, shortages of raw materials, governmental restrictions or natural disasters.
19. Breach
Should the Purchaser breach any provision of these Terms and Conditions or fail to make payment on due date, IMA may:
- a) suspend manufacture or delivery;
- b) cancel any Order;
- c) claim immediate payment of all outstanding amounts; and/or
- d) recover damages suffered.
20. Certificate of balance
A certificate signed by any director, financial manager or authorised representative of IMA reflecting the amount owing shall constitute prima facie proof of indebtedness.
21. Electronic communication
Orders, approvals, proofs, confirmations and communications transmitted electronically shall be deemed valid and binding.
22. Intellectual property
The Purchaser warrants that it holds all rights to any logos, trademarks, artwork or branding supplied to IMA. The Purchaser indemnifies IMA against any claims arising from intellectual property infringement.
23. Popia consent
The Purchaser consents to IMA processing personal information for purposes related to quotations, Orders, manufacture, delivery, invoicing, debt collection and customer administration in accordance with applicable South African law.
24. Domicilium
The parties choose their respective addresses reflected on Orders, quotations or invoices as their domicilium citandi et executandi for all legal notices and processes.
25. Jurisdiction
The parties consent to the jurisdiction of the Magistrate's Court notwithstanding that the amount claimed may exceed such court's jurisdiction. IMA shall nevertheless be entitled to institute proceedings in any other competent court.
26. General
No indulgence granted by IMA shall constitute a waiver of any rights. If any clause is found unenforceable, the remaining clauses shall remain of full force and effect. These Terms and Conditions shall be governed by the laws of the Republic of South Africa.
