Terms & Conditions

  1. Interpretation
    1. In this Agreement, unless the context indicates otherwise:
      • “Accepted Order” means an Order accepted by the Seller in terms of clause 4.5.
      • “Agreement” refers to these terms and conditions, together with the Application Form.
      • “Applicant” means the person or entity whose details appear in the Application Form.
      • “Application Form” means the signed form attached to this Agreement, which includes, among other things, the Applicant’s details.
      • “Business Day” means any day other than a Saturday, Sunday, or public holiday in the Republic of South Africa.
      • “Commencement Date” means the date on which the Seller approves the Applicant’s credit application as set out in the Application Form.
      • “Credit” means a deferral of the Applicant’s obligation to pay for Goods supplied under this Agreement.
      • “Goods” means all products sold by the Seller to the Applicant from time to time, including Special Order Goods.
      • “Invoice” means a valid tax invoice issued by the Seller in respect of Goods delivered pursuant to an Accepted Order.
      • “Order” means a written order submitted and signed by the Applicant, containing the details required in clause 4.
      • “Order Confirmation” means the written acceptance of the Order by the Seller, as described in clause 4.2.
      • “Outstanding Amount” means all amounts due and payable by the Applicant at any time in respect of Goods supplied, as well as any other charges levied in terms of this Agreement.
      • “Parties” refers collectively to the Seller and the Applicant, and “Party” refers to either of them individually, depending on the context.
      • “Prime Rate” means the publicly quoted interest rate (per annum) charged by the Seller’s bank from time to time on unsecured overdrafts to its prime clients, as certified by any manager of that bank (proof of whose authority is not required). This rate shall be calculated daily and compounded monthly in arrears.
      • “Seller” means Anafield Distributors (Pty) Ltd trading as Lining & Textile Distributors, with registration number 2024/263710/07, a private company incorporated in South Africa.
      • “South Africa” means the Republic of South Africa.
      • “Special Order Goods” means Goods ordered by the Applicant on a non-standard or customised basis, as described in clause 5.1.
      • “VAT” means value-added tax levied under the Value-Added Tax Act 89 of 1991, as amended from time to time.
    2. Words importing the singular include the plural, and vice versa.
    3. Any reference to legislation includes all amendments, consolidations, re-enactments or replacements of that legislation from time to time.
    4. References to a Party include that Party’s lawful successors-in-title and permitted assigns.
    5. Terms such as “sequestration”, “liquidation”, or similar, include equivalent or analogous proceedings under any applicable foreign jurisdiction.
    6. Where a signature is required, it must be handwritten. However, an electronic version of that signature may be accepted where appropriate.
  2. Commencement and Application
    1. This Agreement will commence on the Commencement Date, unless the Seller notifies the Applicant in writing that its application has been declined. Once commenced, this Agreement will govern all transactions between the Seller and the Applicant and shall remain in force until all the Applicant’s obligations including payment of all amounts due under any outstanding Accepted Orders have been fully discharged, unless terminated earlier in accordance with its terms.
    2. These terms and conditions shall apply to all transactions between the Seller and the Applicant in respect of:
      1. the sale and purchase of Goods; and
      2. the extension of Credit by the Seller to the Applicant.
    3. These terms and conditions shall prevail over any conflicting terms or conditions submitted or imposed by the Applicant, whether included in purchase orders or otherwise. The Parties agree that all transactions relating to the sale of Goods and the extension of Credit shall be governed exclusively by this Agreement.
    4. The withdrawal, cancellation, or termination of any individual Order or Accepted Order will not affect the continued application of this Agreement, which shall remain binding on the Parties unless otherwise agreed in writing.
    5. Notwithstanding clause 2.1, the Seller may terminate this Agreement at any time by giving the Applicant 10 (ten) days’ written notice. In such event, all amounts owing by the Applicant, whether due or not, shall become immediately payable.
    6. The Seller shall not be deemed to have knowledge of any particular purpose for which the Goods or any product derived therefrom are required. If the Applicant requires the Goods to meet specific characteristics or specifications including but not limited to colour, finish, or handle such requirements must be communicated in writing to the Seller prior to placing the Order. Any such specifications will only be binding if expressly accepted by the Seller in writing.
  3. Granting of Credit
    1. The decision to grant Credit to the Applicant shall rest solely with the Seller and is entirely discretionary. The Seller may, at any time and by written notice to the Applicant, withdraw any portion of unutilised Credit made available to the Applicant.
    2. From the Commencement Date, the Applicant may place Orders up to the credit limit approved by the Seller (“Credit Limit”).
    3. Subject to clause 3.1, the Credit Limit may be reduced by either the Seller or the Applicant by written notice. However, where the Applicant requests a reduction in the Credit Limit, such reduction shall only apply to the extent of any unutilised Credit, unless the Applicant simultaneously settles the Outstanding Amount to reduce it accordingly. Following receipt of such a request, the Seller will confirm the revised Credit Limit in writing, including the effective date of the change.
    4. If the Applicant exceeds the Credit Limit at any time, the Seller shall be entitled, in its sole discretion and without prejudice to any of its rights under this Agreement or at law, to reject any further Orders regardless of whether amounts for previously delivered Goods have fallen due for payment.
    5. The Outstanding Amount shall not bear interest during the Credit Period, being the period during which Credit is extended. Subject to clause 3.1, the Credit Period shall not exceed the credit terms approved by the Seller, notwithstanding anything to the contrary in the Application Form.
    6. Nothing in this Agreement shall be construed as obliging the Seller to sell or deliver Goods to the Applicant solely by virtue of Credit being granted. The Seller retains the right to refuse to supply Goods at any time and in its sole discretion.
  4. Orders and Price
    1. All Orders must be reduced to writing, even if initially agreed upon verbally. Orders shall be transmitted to the Seller via the physical address, fax number, or email address nominated by the Seller from time to time.
    2. Each Order submitted by the Applicant constitutes an irrevocable offer to purchase the Goods specified therein. The Seller may accept such Order within 48 (forty-eight) hours of receipt by issuing a written confirmation (“Order Confirmation”). Notwithstanding the absence of a formal Order Confirmation, delivery of the Goods will constitute acceptance of the Order.
    3. Orders must be submitted on the Applicant’s official company order form, signed by the Applicant, and must specify at least the following:
      1. A full description of the Goods ordered;
      2. Applicable quality and colour codes (if relevant);
      3. The quantity or metres required;
      4. The estimated delivery date; and
      5. Any special requirements relating to the Order.
    4. The price payable by the Applicant shall be the price reflected in the Order Confirmation. Where applicable, packaging, transport, delivery, and offloading charges if not included in the quoted price shall be calculated in accordance with the Seller’s standard business practices or as otherwise specified in the Order Confirmation.
    5. Once an Order has been accepted by the Seller through an Order Confirmation:
      1. The Applicant may not amend the Order in any manner; and
      2. The Applicant may not reschedule delivery, except with the prior written consent of the Seller.
    6. All prices, charges, and amounts referred to in this Agreement are exclusive of VAT, which shall be payable by the Applicant in addition to the agreed price.
    7. Following dispatch of the Goods, the Seller shall issue an Invoice to the Applicant for payment of the amount due. The Invoice shall reflect the quantity of Goods delivered, the purchase price, VAT, and any additional charges payable by the Applicant in connection with that Accepted Order.
  5. Special Order Goods
    1. Where the Applicant requires Goods to be manufactured or procured specifically in accordance with its own specifications or requirements, such Goods shall be regarded as Special Order Goods. The Applicant must clearly specify these requirements when placing its Order, as contemplated in clause 4. Once such an Order has been accepted, the Applicant shall not be entitled to refuse delivery of the Special Order Goods for any reason whatsoever, except in the case of defects, and always subject to the provisions of clauses 8 and 10.
    2. If the Special Order Goods have already been delivered and the Applicant subsequently notifies the Seller in writing that it no longer requires them, the Seller shall be entitled to reject the return of such Goods and retain any payments already received. This provision shall not apply where the Goods are defective, in which case the provisions of clauses 8 and 10 shall apply.
    3. The Seller shall use reasonable efforts to ensure that Special Order Goods meet the Applicant’s stated specifications or requirements. However, as the Seller is not the manufacturer of such Goods, it cannot guarantee conformance with those specifications.
  6. Payment
    1. All amounts payable by the Applicant under this Agreement shall be paid within the Credit Period or within such shorter period as may be stipulated in the Application Form.
    2. The Seller reserves the right, prior to accepting or confirming any Order or prior to transporting or delivering any Goods, to require the Applicant to pay a deposit or prepayment of up to 50% (fifty percent) of the total amount reflected in the Invoice, or such other amount as the Seller may determine in its discretion. Any such prepayment shall be credited against the final Invoice amount.
    3. All amounts due must be paid in full, without deduction or set-off, and free of any transfer or bank charges. Payment shall be made either in cash at the Seller’s premises or by electronic transfer into the Seller’s designated bank account, as reflected on the Invoice or as otherwise notified by the Seller in writing from time to time.
    4. If the Applicant fails to make payment within the Credit Period (or the shorter period, if applicable), the Seller shall be entitled to charge interest on the overdue amount at the Prime Rate plus 2% (two percent). Interest shall accrue from the due date for payment until the date of full and final settlement, both days inclusive.
    5. All payments received from the Applicant shall be allocated in the following order of priority:
      • First, to any accrued interest as contemplated in clause 6.4;
      • Second, to costs, including default administration charges and legal costs (if applicable); and
      • Third, to the reduction of the Outstanding Amount.
  7. Delivery, Ownership and Risk
    1. Ownership of the Goods shall pass to the Applicant only once the total purchase price has been paid in full and received by the Seller. Until such time, ownership shall remain vested in the Seller, notwithstanding any provision to the contrary in this Agreement or in any carriage, insurance, or finance arrangement.
    2. Risk in and to the Goods shall pass to the Applicant upon dispatch or collection from the Seller’s premises, regardless of whether ownership has transferred in terms of clause 7.1.
    3. The Applicant shall provide the Seller with written notice of the delivery address, the location where the Goods will be stored or used, and the details of the landlord of such premises (if applicable). If the Goods are to be delivered to or stored at leased premises, the Applicant shall immediately notify the landlord of the Seller’s proprietary rights in terms of this clause and clause 7.1.
    4. In the event of the Applicant being in default as contemplated in clause 8, the Seller shall be entitled to enter the premises where the Goods are located in order to assert its rights, including repossession of the Goods.
    5. The Seller shall deliver the Goods to the address specified in the relevant Order. If no address is specified, delivery shall be made to the address reflected in the Application Form. The Applicant shall be obliged to accept delivery when tendered.
    6. Unless otherwise agreed in writing, delivery charges shall be for the account of the Applicant. The Applicant shall also be solely responsible for arranging and paying for insurance over the Goods in transit, whether transport is arranged by the Seller or the Applicant.
    7. Unless otherwise agreed, the Seller will use reasonable efforts to dispatch the Goods as soon as is practically possible after confirming the delivery date. Any delivery timelines provided—whether on the Order Confirmation or otherwise—shall be treated as estimates only. The Seller shall not be liable for any delays or losses suffered by the Applicant arising from any delay in delivery.
    8. Delays in delivery, whether caused by delays from the Seller’s suppliers, third-party carriers, or circumstances beyond the Seller’s reasonable control (as contemplated in clause 7.11), shall not entitle the Applicant to cancel the Order or Agreement or to claim for any loss or damages.
    9. If any third party attempts to assert rights over Goods that remain the property of the Seller, the Applicant shall immediately notify the Seller. The Seller shall be entitled to take such action as it deems necessary to protect its proprietary rights, including cancellation of the sale, repossession, or resale of the Goods.
    10. Without limiting its rights under law or this Agreement, the Seller shall be entitled to withhold delivery of any Goods where any amount due by the Applicant remains unpaid beyond the applicable credit term.
    11. The Seller shall not be liable for any failure to perform its obligations under this Agreement if such failure is due to force majeure—being any event beyond the Seller’s reasonable control or that could not reasonably have been foreseen. Force majeure events include, but are not limited to:
      1. inability to procure labour or Goods (including as a result of a supplier default), despite reasonable efforts by the Seller;
      2. any act of God, war, strike, lockout, fire, flood, drought, storm, legislation, power outage, telecommunication failure, political unrest, riot, embargo, governmental directive, or similar event.
  8. Deviations
    1. Due to the nature of the Goods supplied by the Seller, certain characteristics cannot be guaranteed with exact precision. These may include, but are not limited to, the weight, size, length (in metres), colour, and finish of the Goods.
    2. Accordingly, the following deviations shall not constitute a breach of this Agreement and shall not give rise to any claim for loss or damages (including consequential damages) by the Applicant:
      1. a deviation of up to 10% (ten percent) in respect of weight; and
      2. a deviation of up to 3% (three percent) in respect of width.
    3. For all other deviations not addressed in clause 8.2, standard commercial tolerances published from time to time by ASTM International (American Society for Testing and Materials) shall apply.
  9. Limitation of Liability
    1. The Applicant shall have no claim of any nature against the Seller arising from this Agreement in respect of any Goods that have been cut, damaged, altered, processed, or otherwise dealt with by the Applicant after receipt—regardless of whether the purchase price for such Goods has been paid in full.
    2. Notwithstanding the provisions of clause 8, where Goods are ordered in bulk and a sample has been provided by the Seller to the Applicant, the Applicant shall have no claim in respect of any defect or discrepancy in quality, description, or specification of the Goods unless:
      1. the defect or discrepancy is reasonably capable of discovery in the Goods or any portion thereof;
      2. the Applicant notifies the Seller of the defect or discrepancy immediately upon discovery; and
      3. the Seller or its nominee is afforded a reasonable opportunity to inspect the affected Goods prior to them being further handled, processed, or otherwise dealt with.
  10. Refunds, Returns and Exchanges
    1. Title
      1. Customer satisfaction is important to the Seller.
      2. Subject to the terms of this Agreement, eligible items may be returned or exchanged within 21 (twenty-one) days of delivery.
      3. This clause is aligned with the provisions of the Consumer Protection Act 68 of 2008 and the Electronic Communications and Transactions Act 25 of 2002 (South Africa).
    2. Return Eligibility
      Goods may only be returned where the following conditions are met:

      1. The Seller has granted prior written approval for the return; and the Goods are unused, unwashed, unprocessed (i.e. not cut, altered, or assembled), undamaged, and in a resalable condition.
      2. Goods must be returned in their original packaging with all tags and labels intact.
      3. Proof of purchase must be submitted with the return.
      4. The Seller reserves the right to subject returned Goods to inspection or testing by a reputable, independent laboratory. If the Goods are found not to be defective, the Applicant shall be liable for all testing and related costs.
    3. Non-Returnable Items
      The following items are not eligible for return or exchange, unless defective:

      1. Goods that have been cut, processed, altered, assembled, or damaged after delivery;
      2. Custom-made, personalised, or special-order Goods;
      3. Goods sold as clearance, sale, or end-of-range items;
      4. Gift cards or vouchers (unless defective or malfunctioning);
      5. Perishable, intimate, or sanitary products.
    4. Return Process
      1. Return authorisation must be requested in writing by emailing: orders@linings.co.za.
      2. Once authorised, Goods must be returned to: Lining & Textile Distributors.
      3. Courier costs for returns shall be borne by the Applicant, except where the return is due to defective or incorrectly supplied Goods.
      4. A 15% handling fee will be charged for all returns made within 21 (twenty-one) days, unless the return is due to a defect or error by the Seller (in which case clause 10.6.4 applies).
    5. Refund Process
      1. Returned Goods will be inspected by the Seller upon receipt.
      2. If the return is approved, a refund will be processed within 5–10 (five to ten) Business Days using the original payment method.
      3. Original delivery charges are non-refundable unless the return is due to defective or incorrectly supplied Goods.
      4. In such cases, the Seller shall cover the return courier and redelivery costs.
    6. Defective Goods
      1. Defective Goods may be returned within 6 (six) months of delivery for repair, replacement, or refund, at the Seller’s election and in accordance with the Consumer Protection Act.
      2. Defects must be reported in writing within 7 (seven) days of delivery.
      3. The Seller may inspect or test the Goods. If the Goods are found not to be defective, inspection or testing costs will be charged to the Applicant.
      4. No handling fee will apply to returns arising from defects.
    7. Cooling-Off Period (Online Sales)
      1. In terms of section 44 of the Electronic Communications and Transactions Act, the Applicant may cancel an online purchase within 7 (seven) days of delivery without penalty.
      2. Return courier costs remain for the Applicant’s account unless the Goods are defective.
      3. Refunds under this provision will be processed within 30 (thirty) days of cancellation.
    8. Claims for Short Deliveries
      1. Claims for short delivery must be submitted in writing within 7 (seven) days of delivery.
      2. A signed waybill shall constitute proof of delivery.
      3. The Applicant must provide supporting proof of any alleged shortfall.
    9. Limitation of Liability (Supplementary to Clause 9)
      1. The Seller shall not be liable for any Goods that have been cut, processed, altered, or damaged after delivery.
      2. Standard industry tolerances shall apply to all Goods in respect of colour, size, and weight. Minor deviations shall not be considered defects.
      3. The Seller shall not be liable for indirect, consequential, or special damages of any nature.
    10. Force Majeure
      1. Without limiting clause 7.11, the Seller shall not be liable for any failure or delay in performance caused by circumstances beyond its reasonable control. These include, but are not limited to, labour disruptions, natural disasters, supplier failure, transport disruptions, or other force majeure events.
    11. Contact Information
      For all return, refund, or exchange queries, the Applicant may contact the Seller at: orders@linings.co.za.
  11. Default Events
    1. The Applicant shall be deemed to be in default of its obligations under this Agreement if it:
      1. fails to make punctual payment of any amount due to the Seller, and does not remedy such failure within 10 (ten) Business Days of receiving written notice from the Seller demanding payment;
      2. commits any other breach of the terms of this Agreement and fails to remedy such breach within 10 (ten) Business Days of written notice from the Seller calling on it to do so;
      3. allows any judgment granted against it to remain unsatisfied for a period of 5 (five) Business Days;
      4. compromises or attempts to compromise any debt with its creditors;
      5. is provisionally or finally sequestrated, liquidated, wound up, or placed under business rescue or curatorship;
      6. permits any lien, hypothec, notarial bond, pledge, or other form of security or interest to be created over the Goods, or abandons or relinquishes possession of the Goods, or allows the Goods to be seized under legal process prior to discharging its obligations under this Agreement.
  12. Breach
    1. If the Applicant is in default of its obligations in terms of this Agreement, or if the Seller is otherwise entitled to act in law, the Seller shall be entitled—without prejudice to any other rights or remedies available to it under this Agreement or at law—to:
      1. suspend or terminate the Applicant’s credit facility and/or the supply of Goods;
      2. cancel this Agreement or any Accepted Order by giving written notice to the Applicant and, at its discretion, either:
        (a) reclaim possession of the Goods forming the subject matter of the relevant Accepted Order(s); or
        (b) demand specific performance of the Applicant’s obligations under this Agreement;
      3. claim damages from the Applicant arising from such breach.
    2. Without limiting the provisions of clause 6.4, if the Seller cancels or purports to cancel this Agreement or any Accepted Order, the Outstanding Amount shall become immediately due and payable by the Applicant, notwithstanding any provision to the contrary.
  13. Certificate of Indebtedness
    A certificate signed by any director or manager of the Seller (whose appointment, authority, or qualifications need not be proven) shall:

    1. serve as prima facie proof of the quantum of the Outstanding Amount owed by the Applicant to the Seller; and
    2. be valid, together with this Agreement, as a liquid document (or as proof of a liquidated amount) for the purposes of obtaining provisional sentence, summary judgment, or any other relief in any court or forum of competent jurisdiction. The Applicant acknowledges its indebtedness for the amount certified therein.
  14. Domicilium and Information
    1. The Applicant chooses its physical street address, as reflected in the Application Form, as its domicilium citandi et executandi for all purposes arising from or in connection with this Agreement.
    2. Any notice sent by facsimile or email shall be deemed to have been received on the date of successful transmission, provided no transmission error is reported. Notices sent by secured mail shall be deemed received on the 14th (fourteenth) day following the date of posting.
    3. Either Party may change its domicilium address by giving the other Party at least 10 (ten) Business Days’ written notice. No domicilium address may be changed to a post office box or poste restante.
    4. The Applicant shall promptly notify the Seller in writing of any changes to the information provided in the Application Form. The Seller shall not be liable for any loss, damage, or expense incurred by the Applicant due to the Applicant’s failure to comply with this clause 14.4.
  15. Legal Costs
    In the event of any default by the Applicant under this Agreement, the Applicant shall be liable for all legal costs incurred by the Seller in enforcing its rights, including but not limited to:

    1. legal costs on the scale as between attorney and own client, including the fees of any advocate instructed by the Seller’s attorney;
    2. collection charges and tracing fees;
    3. value-added tax (VAT) on all such costs, where applicable; and
    4. where relevant, all costs associated with arbitration proceedings, including the fees of the appointed arbitrator(s).
  16. Applicable Law and Jurisdiction
    1. This Agreement shall in all respects be governed by, and interpreted in accordance with, the laws of the Republic of South Africa.
    2. The Parties hereby consent to the non-exclusive jurisdiction of the Western Cape High Court, Cape Town, in respect of any dispute arising from or in connection with this Agreement.
  17. Cancellation
    1. Notwithstanding anything to the contrary contained in this Agreement, and without prejudice to any of the Seller’s rights under this Agreement or at law, in the event that:
      1. the Applicant cancels any Accepted Order; or
      2. the Applicant repudiates any of its obligations under this Agreement, the Seller shall be entitled to:
    2. recover the full price of the Goods as if the Accepted Order had not been cancelled;
    3. claim, as pre-estimated liquidated damages, all cancellation fees and/or penalties which the Seller becomes liable to pay to its suppliers as a result of such cancellation or repudiation;
    4. recover all associated costs including insurance, duties, levies, and any other expenses incurred in procuring the Goods; and
    5. claim all losses or damages suffered by the Seller in the resale or disposal of the Goods.
  18. Credit Information
    1. The Applicant agrees that the Seller may, at its discretion:
      1. make enquiries to verify any information provided by the Applicant in the Application Form;
      2. obtain information from any credit bureau when assessing the Applicant’s application for Credit, and at any time during the term of this Agreement;
      3. disclose the existence of the Applicant’s account to any credit bureau, including sharing both positive and negative information relating to the Applicant’s conduct and compliance with the terms of this Agreement.
  19. General
    1. The clause headings in this Agreement are for convenience only and shall not affect the interpretation of this Agreement.
    2. Words and expressions defined in any sub-clause shall, for the purposes of the clause in which such sub-clause appears, bear the meaning assigned to them in that sub-clause.
    3. If any definition in this Agreement includes a substantive provision that confers rights or imposes obligations on a Party, such provision shall have full force and effect as if set out in the main body of this Agreement, notwithstanding its inclusion within a definition.
    4. Where any period is expressed in days, such days shall be calculated exclusively of the first day and inclusively of the last day, unless the last day falls on a day that is not a Business Day, in which case the final day shall be the next succeeding Business Day.
    5. This Agreement shall be governed by and interpreted in accordance with the laws of the Republic of South Africa.
    6. The Applicant confirms that, at the time of signing the Application Form, all information therein was completed in full and that the particulars provided are true and correct.
    7. If any provision of this Agreement is found to be unlawful, invalid, or unenforceable, such provision shall be severable from the remainder of the Agreement and shall be deemed pro non scripto (as though it had not been written), without affecting the validity of the remaining provisions.
    8. No extension of time, waiver, or other indulgence granted by the Seller shall be deemed to be a waiver or novation of any right, nor shall it limit the Seller’s right to require strict and punctual compliance with the terms of this Agreement.
    9. No Party shall cede, assign, or delegate any of its rights or obligations under this Agreement without the prior written consent of the other Party.
    10. No amendment, variation, consensual cancellation, novation, waiver of rights, or addition to this Agreement shall be valid unless reduced to writing and signed by both Parties or their duly authorised representatives.
    11. This Agreement constitutes the entire agreement between the Parties. No Party shall be bound by any representation, warranty, promise, or statement not expressly recorded in this Agreement.