Standard Terms
Unless otherwise agreed to in writing by Anime Infection (Pty) Ltd. (hereinafter called “the Company”), the following terms and conditions shall apply to the supply of goods and services (hereinafter called “the Goods”) by the Company to the Customer and shall take precedence over the Customer’s Terms and Conditions of Sale.
1. Obligation
A quotation represents no obligation until the Company accepts the Customer’s official Purchase Order.
2. Instructions
Verbal Purchase orders will not be accepted by the Company under any circumstances. All Purchase orders must be in writing to the Company.
3. Specification
3.1 The Goods delivered will be in accordance with the specification in terms of the order. It is the Customer’s responsibility to ensure that its Purchase Order is correct.
3.2 Changes to the order by the Customer will be undertaken only by an agreement in writing with the Company. If any such changes cause an increase in the cost or time required for performance, the Company shall be entitled to an equitable adjustment in the contract price and the delivery schedule.
4. Applicable Law
The Purchase Order and any Agreement that shall result therefrom shall be governed by the laws of the Republic of South Africa.
5. Payment
5.1 Unless otherwise agreed to in writing, the Customer shall affect payment for the Goods within the due date of each invoice and not statement. Unless otherwise agreed in writing, interest shall be paid on all overdue amounts at the rate of 1,5% per month or part thereof.
5.2 In the event of the Customer failing to effect payment of the purchase price within seven (7) days from date of demand, the Company shall be entitled, at its option, and notwithstanding any indulgence or relaxation granted to the Customer without prejudice to any other rights it may have in terms of this agreement or common law, to cancel this contract and repossess the Goods and/or claim the balance thereof. The Company shall be entitled to re-sell such Goods either by auction or by private treaty.
5.3 The Customer shall be liable for any shortfall or shall be passed a credit note for all amounts received in excess of the expenses of recovery and resale.
5.4 The Customer shall be liable for all legal costs, including collection charges, incurred by the Company in the recovery of such debt on the Attorney and Own Client Scale.
5.5 The Customer shall pay all accounts in full and cannot exercise any rights of set-off or counterclaim against invoices submitted.
5.6 Proof of Payment notices may be sent via email to accounts@anime-infection.co.za. However, orders will only be released for delivery once payment reflects in the Company’s bank account.
6. Price Fluctuations
Unless otherwise stated the price quoted in the Quotation or Proforma Invoice is in South African Rands and is based as at the date thereof on the cost ruling with regard to a number of criteria. These include freight, applicable insurances, coastal and landing charges, customs, dock and import duties, cartage and railage, rates of exchange, any statutory costs and all other such similar encumbrances. However, if after the date of the Company’s Quotation (whether before or after the placing of the Purchase Order), there is any increase in respect of the cost to the Company of any of the criteria stated herein then such increase will be for the Customer’s account.
7. Preorders
7.1 The price provided for preorders is an estimation. Upon invoicing of these preorders, the confirmed landing price will be used as per Section 6 (Price Fluctuations).
7.2 Any preorder quantities received from the Customer is with an obligation to pay. No cancellations will be entertained.
7.3 Should allocations be imposed on stock availability by the manufacturer, the Company has the right to adjust the preorder quantity received from the Customer, in a manner that the Company deems fair and will be applied across all Customer’s with a preorder for the product in question.
8. Delivery
8.1 The company undertakes to make every effort to meet the delivery period as stated. The Company will not under any circumstances accept responsibility for delivery delays due to causes beyond its control, including, but not limited to, acts of God, fire, explosion, strikes, lockouts, inability to obtain components, delays by sub-contractors, actions by government, or losses and delays in transit. A reasonable extension of time shall be granted to the Company in event of any delays that are beyond its control. The place of delivery will be as specified on the quotation.
8.2 Where the Goods are not delivered by the Company or collected by the Customer, but are delivered to an independent carrier, delivery to the carrier shall be deemed to be delivery to the Customer.
8.3 The minimum order value (MOV) to qualify for free shipping is R2500 excl. VAT per order. Should an order be below this amount, and the Customer does still want delivery, the Customer must request delivery in writing to the Company, the delivery fee will be quoted and be at the expense of the Customer.
8.4 Insurance is at the Customer’s expense and if it is required, it must be instructed in writing to the Company.
8.5 All deliveries will be using Economy Service. Should the Customer require over night or same day delivery service, it will be at the Customer’s expense and must be instructed in writing to the Company.
8.6 The Company shall be entitled to suspend or cancel further deliveries and to suspend or cancel work under this or any other contract between the Company and the Customer if any payment is overdue.
9. Risk and Ownership
9.1 Where the Goods have been delivered pursuant to Clause 8.2 (Delivery), the appointed carriers shall be fully responsible for materials lost or damaged in transit.
9.2 The ownership of the Goods shall not pass to the Customer until all amounts due from the Customer to the Company in respect of Goods sold, delivered or made available in any other way to the Customer has been paid for in full.
10. Packaging, Packing and Shipment
Packing will be in accordance with the Company’s standards, unless otherwise specified in writing. Any special packing required by the Customer will be charged for as an extra.
11. Cancellation of Orders
11.1 Cancellation by the Customer:
11.1.1 Orders placed with the Company are considered final and may only be cancelled under the following conditions:
11.1.1.1 The order has not yet been processed or shipped.
11.1.1.2 The Customer submits a cancellation request in writing within 24 hours of placing the order.
11.1.1.3 Preorders cannot be cancelled once confirmed, as stock is allocated in advance.
11.2 Cancellation by the Company:
11.2.1 The Company reserves the right to cancel an order under the following circumstances:
11.2.1.1 If the Customer fails to make timely payment for the order.
11.2.1.2 If unforeseen supply chain disruptions, product discontinuation, or force majeure events occur.
11.2.1.3 If the Customer is found to have breached the terms of this Agreement.
11.2.1.4 The Company may, by notice in writing, cancel orders if the Customer becomes insolvent or makes an arrangement with its creditors or goes into voluntary liquidation or is placed under a provisional or final order of sequestration or judicial management.
11.3 Fees & Restocking Charges:
11.3.1 If a cancellation is approved after processing but before shipping, a cancellation fee of up to 10% of the order value may apply.
11.3.2 If the order has been shipped, cancellations will not be accepted, and the Customer must follow the return process under Section 14 (Returns & Refunds).
11.3.3 Returns will only be accepted if the Company determines that the request is for a valid reason, such as an error in order fulfilment, defective goods, or another legitimate issue. Returns due to buyer’s remorse or over-ordering will not be accepted.
11.4 Refunds & Credits:
11.4.1 If a cancellation is approved, the Company may offer a credit note or refund at its discretion.
11.4.2 Refunds for cancellations due to supply chain issues will be processed within 7 business days.
12. Termination of Account
12.1 Grounds for Termination: This Agreement may be terminated by either party under the following conditions:
12.1.1 Breach of contract: If the other party fails to comply with any material term of this Agreement and does not remedy the breach within 14 days of receiving written notice.
12.1.2 Non-payment: If the Customer fails to make payments within the stipulated period and remains in default for more than 7 days after demand.
12.1.3 Reputational risk: If either party engages in conduct that may damage the brand, reputation, or business interests of the other party.
12.1.4 Change in control: If the Customer undergoes a significant change in ownership or business operations that materially affects its ability to comply with this Agreement.
12.1.5 Inactive Account: the Customer has not placed new orders with the Company in over 6 months.
12.2 Effect of Termination: Upon termination:
12.2.1 All outstanding invoices shall become immediately payable.
12.2.2 The Customer shall cease using any branding, materials, or proprietary information of the Company.
12.2.3 Confidential information shall be returned or securely destroyed per Section 18.4 (Retention and Disposal).
13. Warranty
13.1 Unless otherwise agreed in writing, the Company does not offer any warranty on the Goods beyond any implied warranties as provided for in The Consumer Protection Act.
13.2 Should any parts, materials or components forming part of the Goods sold by the Company to the Customer, be manufactured by anyone else than the Company, then the manufacturer’s normal warranty in respect of those parts, materials or components shall apply and no further warranties in this regard will be given by the Company. The Company’s liability will not extend beyond that of the manufacturer’s liability.
13.3 In the case of defective Goods, the Customer must notify the Company within 24 hours of receiving delivery of the Goods or collection from the Company premises, of any material defects to the Goods. Returns, credits and/or exchanges of defective Goods are subject to the provisions of Clause 14 (Returns and Refunds).
13.4 The Company is absolved from any warranty claims that emanate from grey imported products.
14. Returns & Refunds
14.1 The Customer shall not be entitled to return any Goods to the Company without the Company’s express consent.
14.2 Returns Eligibility: Returns will only be accepted under the following conditions:
14.2.1 Goods were incorrectly supplied due to an error by the Company.
14.2.2 Goods are damaged or defective upon delivery, and the Customer notifies the Company within 24 hours.
14.2.3 Goods are within their original, unopened packaging and meet the Company’s return standards, and a resalable condition.
14.3 Return Procedure:
14.3.1 The Customer must submit a Return Material Authorization (RMA) request and receive approval thereof before returning any Goods.
14.3.2 Returns must be shipped at the Customer’s expense, unless the return is due to an error by the Company. The Customer may not deduct any return shipping costs from payments of future invoices.
14.3.3 The risk of loss or damage during return shipping is solely on the Customer. The Customer must ensure that the returned goods are properly packaged to prevent damage in transit and must include adequate shipping insurance. The Company will not be liable for any goods lost or damaged during the return process.
14.3.4 If a return is approved, the Company may issue a credit note, replace the item, or refund the amount at its sole discretion.
14.4 No claim regarding material defects will be entertained by the Company unless made in writing and delivered to the Company within the warranty period from the date of delivery of the Goods.
15. Grey Imports
15.1 The Company does not endorse the grey importing and reselling of any of its product that have been sourced via any unauthorized or unofficial distribution channels.
15.2 When opening an account with the Company, the Customer, including any affiliate companies that it may in turn supply, make an undertaking to abide by, and acknowledges the following:
15.2.1 That the Customer will abstain from directly importing any product officially being distributed by the Company or buying from any source, local or otherwise, that does not have official SOUTH AFRICAN distribution rights to such product.
15.2.2 The fact that a local or international supplier/distributor/retailer consents to sell product to a South African business does not indicate that they have a legal endorsement from a supplier/ manufacturer to do so.
15.2.2.1 The Customer is not absolved from any responsibility they have in terms of the agreement by purchasing said product in contravention of this agreement.
15.2.2.2 Any agreement between the Company with any supplier, manufacturer, distributor or publisher supersedes any other agreement such an unauthorised supplier/distributor/retailer may lay claim to.
15.2.3 Any breach by the Customer of the above resale condition may result in the Customer’s account with the Company being temporarily or permanently suspended and/or any incentives and/or any other benefits offered by the Company being revoked for the full trading year, including outstanding benefits and incentives.
15.2.4 The Company reserves the right to take legal action where deemed necessary against a transgressing Customer and pursue any remedies available to the Company for damages suffered as a result of grey imports.
15.2.5 The Customer agrees to uphold this policy on grey imports and will immediately report any persons or retailers to the Company that are suspected of grey importing.
15.3 The Company will make a complete and updated list available of all products and/or ranges and/or suppliers that fall under the Company’s international distribution agreement/s for the Company’s appointed market/s. It is the responsibility of the Customer to familiarise themselves with the products, ranges and/or suppliers for which the Company has exclusivity or shared exclusivity. The list of applicable products ranges and/or suppliers, including updates to this list are available on request.
16. Indemnity
16.1 Indemnity: The Customer shall indemnify and hold the Company harmless from any claims, damages, penalties, or costs resulting from:
16.1.1 Any misrepresentation or negligence by the Customer in handling or selling the Goods.
16.1.2 Any legal action arising from the Customer’s breach of this Agreement.
16.1.3 Any non-compliance with product labelling, advertising, or regulatory requirements by the Customer.
17. Limitation of Liability
17.1 These terms set out the Company’s entire liability in respect of the Goods and the Company’s liability under these terms shall be in lieu and to the exclusion of all other warranties, conditions, terms and liabilities expressed or implied statutory or otherwise in respect of the quality or the fitness for any particular purpose of the Goods.
17.2 The Company shall not, under any circumstances, be liable for:
17.2.1 Any loss or injury whatsoever (including indirect or consequential loss including loss of profit) arising from the supply of the Goods, including any loss or injury (whether direct, indirect or consequential) attributed to any negligent act of the Company or the Company’s employees, representatives or agents;
17.2.2 Any representations or warranties as to the Goods given by any of the Company’s employees, representatives or agents.
17.2.3 Product defects caused by misuse, improper storage, or unauthorized modifications by the Customer.
17.2.4 Delays in delivery caused by force majeure events as outlined in Section 22 (Force Majeure).
17.3 Maximum Liability: The Company’s total liability shall not exceed the total value of the affected invoice(s) under which the claim arises.
18. Confidentiality & Data Usage
18.1 Use of Information: The Company and Customer agree that any business, operational, or personal information shared under this Agreement shall be used solely for internal purposes, including but not limited to order processing, inventory management, and operational functions.
18.2 Non-Disclosure: Neither party shall disclose, share, or distribute the other party’s information to any third party without prior written consent, except as required by law.
18.3 Data Protection Compliance: Both parties shall comply with all applicable data protection laws, including but not limited to the Protection of Personal Information Act (POPIA) of South Africa and any other relevant regulations governing data privacy. Reasonable security measures, including encryption, access control, and internal policies, shall be implemented to protect confidential information.
18.4 Retention & Disposal: Confidential information shall only be retained for as long as necessary for business operations and shall be securely disposed of when no longer needed. Both parties shall ensure secure deletion or destruction of any sensitive data upon termination of this Agreement.
19. General
19.1 The Company shall not be bound by any express or implied term, representation, warranty, promise or the like not recorded herein.
19.2 No addition to, variation of, or agreed cancellation of this contract shall be of any force or effect unless reduced to writing and signed by both parties.
19.3 No indulgence which the Company may grant to the Customer party shall constitute a waiver of any of the rights of the Company, who shall not thereby be precluded from exercising any rights against the Customer which may have arisen in the past or which might arise in the future.
20. Notices
All notices or demands to either party shall be in writing and may be served by hand delivery, registered mail, or email at the address of the receiving party as set forth in the Retailer Schedule. All notices and demands by mail shall be deemed to have been received within seven (7) days of postage, unless proved otherwise by the receiving party.
21. Dispute Resolution & Jurisdiction
21.1 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the Republic of South Africa.
21.2 Mediation & Arbitration: In the event of a dispute arising out of or relating to this Agreement, both parties agree to first attempt to resolve the dispute through good-faith negotiations. If such negotiations fail, the dispute shall be referred to mediation. If mediation does not result in resolution within 30 days, the dispute shall be settled through binding arbitration under the rules of the Arbitration Foundation of South Africa (AFSA). The arbitration shall take place in Johannesburg, South Africa.
21.3 Litigation: If arbitration is unsuccessful, either party may pursue legal remedies in the courts of South Africa.
22. Force Majeure
22.1 Definition: Neither party shall be liable for any failure or delay in performance due to causes beyond its reasonable control, including but not limited to acts of God, war, labour strikes, pandemics, supply chain disruptions, or government actions.
22.2 Notification & Remedies:
22.2.1 If a force majeure event occurs, the affected party shall notify the other party within 7 days.
22.2.2 Performance obligations shall be suspended for the duration of the event.
22.2.3 Both parties shall take reasonable steps to mitigate the impact of force majeure events.
22.2.4 If the event persists for more than 60 days, either party may terminate the Agreement with written notice.
