MSR - Textile Wholesalers

Terms and Conditions

1. I/We undertake to notify National Fabrics (Pty) Ltd (the Company) forthwith in writing of any change of address.

2. If payment of any particular purchase made is overdue, the purchase price for all purchases made from the Company shall immediately become due and payable despite the provisions of the preceding paragraph.

3. If payment is not made by me/us on the due date, l/we shall be liable for interest on the outstanding amount at the maximum Legal rate permissible, reckoned from the date of default of payment.

4. The purchase price of the goods shall be nett unless otherwise stated by the Company in writing.

5. In the event of the purchase price of goods which have been purchased or which may be purchased by me/us being paid in periodical instalments, then I/we agree that in the event of any one instalment not being paid promptly on due date, the full balance then outstanding shall immediately become due and payable without notice to me/us.

6. Should I/we be in default in any respects whatsoever, the Company shall be entitled in its sole discretion to institute action against me/us in any competent Court of Law and I/we Consent to the jurisdiction of the Magistrate's Court in terms of Section 45 of Act 32 of 1944 as amended.

7. Notwithstanding the foregoing, the Company shall not be obliged to institute action against me/us in the Magistrate's Court and I/we hereby submit to the jurisdiction of the Supreme Court at South Africa, Witwatersrand Local Division, in respect of any action instituted against me/us by the Company.

8. A certificate issued under the hand of a Director or Manager of the Company shall be prima facie evidence of the amount due by me/us and such certificate shall be sufficient for purposes of Summary Judgement or Provisional Sentence

9. In the event of action being instituted against me/us by the Company, l/we agree to pay the costs on the Attorney and own Client scale including collection commission payable in terms of Law.

10. Each sale by the Company to me/us is 'Voetstoots" and without any warranties whatsoever by the Company and any warranties implied by Law are hereby specifically excluded.

11. If the goods are found to be faulty or incorrect, I/we will follow the correct procedure and request an approval number from the Company for the return. If the Company agrees to accept the return of goods correctly supplied, I/we will be liable for a handling charge of 20%.

12. Claims by me/us will only be considered if the goods have not been cut and the matter has been raised with the Company within 14 (fourteen) days of receipt of the goods.

13. All goods shall be tested at the expense of me/us and not the Company prior to its use, laying, cutting or intended production. If goods are not to my/our expectation, I/we will have a maximum of 14 (fourteen) days to return the goods in its original packaging.

14. Testing to be conducted by us and not by the Company shall include but not limited to colorfastness to roll damp, washing, rubbing and staining tests; seam slippage; pilling; abrasion; and spirality. No significant changes should be noted.

15. The Company will not be liable for costs of testing the goods; slight deviations in quality, color, size, weight; running of color or design.

16. I/we shall rely on my/our judgement and skill in all respects and satisfy myself as to the condition, quality and suitability of the goods and fitness for the purpose(s) for which I/we wish to use the goods.

17. In this agreement, unless the context otherwise requires, the words importing the singular shall include the plural and vice versa.

18. I/We agree to notify the Company in writing within 7 (seven) days of any change in Ownership of our business, or should we be a company, any share transaction where the majority shareholding is affected.

19. Until such time as I/we have paid the purchase price in full in respect of any purchase of goods, ownership in and to all such goods shall remain vested in the Company The company shall, in Its sole discretion, be entitled to take possession of any such goods which have not been paid for and in respect of which payment is overdue in terms of Clause 2 above in which event I/we shall be entitled to a credit in respect of the goods so returned being the price at which the goods were sold or the value thereof as determined by a sworn valuator of the Company's choice, at the Company's discretion.

20. (a) I/We do hereby irrevocably and in rem suam cede, pledge, assign, transfer and make over unto and in favour of the Company, all our right, title, interest, claim and demand in and to all claims of whatsoever nature and description and however arising which I/we may now or at any time hereafter have against all and any person, companies, corporations, firms, partnerships, associations, syndicates and other legal personae whomsoever (‘‘my/our debtors”) without exception as continuing covering security for the due payment of every sum of money which may now or at any time hereafter be or become owing by me/us to the Company from whatsoever cause arising and for the due performance of every other obligation howsoever arising which I/we may be or become bound to perform in favour of the Company.

21. I/We hereby undertake that if and whenever the Company will so require, I/we will not later than the 7th day of every month, deliver to the Company a schedule supplied by a Director of all amounts which will have been owing to me/us by my/our debtors on the last day of the preceding month reflecting thereon the amounts so owing by each debtor and the name and last known address of such debtor.

22. Whether or not m/lour debtors will have been notified of the cession, of all sums of money which I/we will collect from my/our debtors or any of them shall be collected and received by me/us as agents on the Company's behalf provided that the Company shall be entitled at any time to terminate my/our mandate to collect all or any such sums of money, and that with effect from the termination of such mandate, l/we will cease to collect or receive any payments on account of the debts in respect of which my/our mandate has been terminated.

23. I/We agree that the Company shall be entitled at any time or times hereafter to give notice’s cession to all or any of my/our debtors and to take such steps as they may deem necessary to recover the amounts respectively owing by debtors to me/us from time to time and for the time being provided that the Company shall be obliged to refund any amounts to me/us which is in excess of the amount to which I/we will at that stage be indebted to the Company.

24. I/We warrant that the Company will at all times while this cession will remain in force be entitled through its duly authorized representatives to inspect all or any of my/our records relating to any of the debts covered by this cession.

25. Should it transpire that I/we entered into prior deeds 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 this cession, then this cession shall operate as a cession of all my/our revisionary rights.

26. In the event of an order being given to the Company on my/our official order form, I/we shall be stopped from denying the validity of such order, notwithstanding the fact that such order may have been given or signed by a person not authorized by me/us.

27. It is agreed that set-off shall operate automatically as a matter of Law now when reciprocal debts between the Company and me/us come into existence and independently of the will of the parties and it shall not be necessary for either the Company or me/us to specifically raise set-off. Upon the operation of an automatic set off aforementioned, the debts shall be mutually extinguished to the extent of the lesser debt with retrospective effect.


28. Claims will not be recognized 14 (fourteen) days after delivery of goods. All Orders are subject to fluctuations in price and to goods being in stock. The prices as quoted are ex-warehouse. The Company is not responsible for goods once these have left the warehouse and when sent in accordance with order are not returnable.

29. Passing of risk is affected upon dispatch of the goods by National Fabrics (Pty) Ltd or upon collection of such goods by the customer or the appointed transport agent of the customer from the warehouse of National Fabrics (Pty) Ltd.

30. All goods are manufactured in accordance with the Seller’s standard of quality. The Seller gives no warranty of any nature whatsoever whether express or implied that the goods supplied are suitable for the purpose for which they are bought and the implied warranty as to latent defects is hereby expressly excluded.

31. In no event whatsoever will the Seller be responsible for damages whether consequential or otherwise of whatsoever nature and kind and howsoever arising, including through the negligence on the part of the Seller, its agents or servants.

32. Each of the terms herein contained excluding liability on the part of the Seller, shall be a separate and divisible term, and if any such term becomes unenforceable for any reason whatever, that term shall be severable and shall not affect the validity of the terms