Other than the content you own, under these Terms, L’il Masters and/or its licensors own all the intellectual property rights and materials contained in this Website.You are granted limited license only for purposes of viewing the material contained on this Website.

You are specifically restricted from all of the following:

• publishing any Website material in any other media;
• selling, sublicensing and/or otherwise commercializing any Website material;
• publicly performing and/or showing any Website material;
• using this Website in any way that is or may be damaging to this Website;
• using this Website in any way that impacts user access to this Website;
• using this Website contrary to applicable laws and regulations, or in any way may cause harm to the Website, or to any person or business entity;
• engaging in any data mining, data harvesting, data extracting or any other similar activity in relation to this Website;
• using this Website to engage in any advertising or marketing.

Certain areas of this Website are restricted from being access by you and L’il Masters may further restrict access by you to any areas of this Website, at any time, in absolute discretion. Any user ID and password you may have for this Website are confidential and you must maintain confidentiality as well.

In these Website Standard Terms and Conditions, “Your Content” shall mean any audio, video text, images or other material you choose to display on this Website. By displaying Your Content, you grant L’il Masters a non-exclusive, worldwide irrevocable, sub licensable license to use, reproduce, adapt, publish, translate and distribute it in any and all media. Your Content must be your own and must not be invading any third-party’s rights. L’il Masters reserves the right to remove any of Your Content from this Website at any time without notice.

Please read Privacy Policy.

In no event shall L’il Masters, nor any of its officers, directors and employees, shall be held liable for anything arising out of or in any way connected with your use of this Website whether such liability is under contract.L’il Masters, including its officers, directors and employees shall not be held liable for any indirect, consequential or special liability arising out of or in any way related to your use of this Website.

In no event shall L’il Masters, nor any of its officers, directors and employees, shall be held liable for anything arising out of or in any way connected with your use of this Website whether such liability is under contract.L’il Masters, including its officers, directors and employees shall not be held liable for any indirect, consequential or special liability arising out of or in any way related to your use of this Website.

You hereby indemnify to the fullest extent L’il Masters from and against any and/or all liabilities, costs, demands, causes of action, damages and expenses arising in any way related to your breach of any of the provisions of these Terms.

If any provision of these Terms is found to be invalid under any applicable law, such provisions shall be deleted without affecting the remaining provisions herein.

L’il Masters is permitted to revise these Terms at any time as it sees fit, and by using this Website you are expected to review these Terms on a regular basis.

The L’il Masters is allowed to assign, transfer, and subcontract its rights and/or obligations under these Terms without any notification. However, you are not allowed to assign, transfer, or subcontract any of your rights and/or obligations under these Terms.

These Terms constitute the entire agreement between L’il Masters and you in relation to your use of this Website, and supersede all prior agreements and understandings.

These Terms will be governed by and interpreted in accordance with the laws of the State of South Africa, and you submit to the non-exclusive jurisdiction of the state and federal courts located in za for the resolution of any disputes.

Standard Terms and Conditions of Supply

Whereas the Supplier carries on business as a manufacturer and supplier of baby-care and hygiene products; and

Whereas the Customer wishes to purchase such goods from the Supplier from time to time,

Now Therefore the Supplier agrees to supply and the Customer agrees to purchase the Goods upon and subject to the terms and conditions hereinafter set out, which terms shall govern each and every quotation, order, sale and delivery to the exclusion of all other terms save as may be agreed by the Supplier in writing.

1. DEFINITIONS AND INTERPRETATION

1.1 In these Terms, unless the context otherwise requires:

1.1.1 “the Supplier” means L’il Masters Diapers Manufacturers (Pty) Ltd (Registration No. 2007/034985/07) and/or LM Diapers Manufacturers (Pty) Ltd (Registration No. 2019/298460/07), as the case may be;

1.1.2 “the Customer” means the party identified as such in the credit application and/or order to whom the Supplier supplies Goods;

1.1.3 “the Goods” means the products supplied or to be supplied by the Supplier to the Customer;

1.1.4 “the CPA” means the Consumer Protection Act, No. 68 of 2008, as amended, together with the regulations promulgated thereunder;

1.1.5 “Business Day” means any day other than a Saturday, Sunday or official public holiday in the Republic of South Africa; and

1.1.6 “these Terms” means the terms and conditions set out herein, together with the credit application and any order accepted by the Supplier.

1.2 The headnotes to the clauses hereof are inserted for reference purposes only and shall not affect the interpretation of any of the provisions to which they relate. Words importing the singular shall include the plural and vice versa, and words importing any one gender shall include the other genders.

1.3 Where any number of days is prescribed herein, same shall be reckoned exclusively of the first and inclusively of the last day, unless the last day falls on a day which is not a Business Day, in which event the last day shall be the next succeeding Business Day.

2. BASIS OF CONTRACT

2.1 Each order placed by the Customer shall constitute an offer by the Customer to purchase the Goods upon and subject to these Terms. No order shall be deemed to be accepted, and no agreement shall come into existence, unless and until the Supplier accepts same in writing or delivers the Goods to the Customer, whichever shall first occur.

2.2 Any quotation furnished by the Supplier shall not constitute an offer capable of acceptance, and shall be valid for such period as may be stated therein or, failing such statement, for a period of fourteen (14) days, and may be withdrawn or amended by the Supplier at any time prior to acceptance of an order.

2.3 These Terms shall apply to the exclusion of any terms and conditions which the Customer may purport to impose or incorporate, whether in its order or in any other document, and notwithstanding anything to the contrary contained in any such document.

3. APPLICATION TO BUSINESS CUSTOMERS AND THE CONSUMER PROTECTION ACT

3.1 These Terms are intended to govern the supply of Goods to business customers. In terms of section 5(2)(b) of the CPA, read with the threshold determination made under section 6 thereof, the CPA does not apply to any transaction in which the Customer is a juristic person whose asset value or annual turnover, at the time of the transaction, equals or exceeds the prescribed threshold (currently R2 000 000 (two million Rand)). Insofar as the CPA does apply to the Customer, these Terms shall be read and construed subject to such of the Customer’s rights under the CPA as may not lawfully be excluded, waived or limited.

3.2 For the avoidance of doubt, nothing contained in these Terms shall be construed as excluding or limiting the liability of the Supplier, or of any producer, importer, distributor or retailer, under section 61 of the CPA, nor any other liability which may not lawfully be excluded or limited.

4. PRICES AND PAYMENT

4.1 The prices for the Goods shall be exclusive of value-added tax (which the Customer shall pay at the applicable rate) and, save as otherwise agreed in writing, exclusive of the cost of delivery, which shall be charged in addition thereto.

4.2 The Supplier shall be entitled, upon reasonable notice to the Customer and prior to delivery, to adjust the price of the Goods to reflect any increase in the Supplier’s costs; provided that the price in respect of any order already accepted by the Supplier shall not be varied without notice to the Customer.

4.3 Save where credit terms have been agreed in writing, payment for the Goods shall be made in full prior to delivery. Where credit terms have been granted, payment shall be made within the period stipulated in the credit application or, failing such stipulation, within thirty (30) days of date of statement, in each case without deduction, set-off or demand.

4.4 The Customer shall not be entitled to withhold payment of any amount or to defer payment thereof by reason of any set-off or counterclaim. Any amount not paid on due date shall bear interest at the maximum rate permitted by law, calculated from due date to date of payment, and the Supplier shall be entitled, without prejudice to any other right, to suspend the supply of Goods and to recover all costs incurred in recovering any amount owing, including legal costs on the attorney-and-own-client scale.

5. DELIVERY

5.1 Any date furnished by the Supplier for delivery of the Goods shall constitute an estimate only, and time shall not be of the essence in respect of delivery. The Supplier shall not be liable for any loss or damage howsoever arising from any delay in delivery occasioned by any cause beyond the Supplier’s reasonable control.

5.2 The Customer shall inspect the Goods forthwith upon delivery and shall notify the Supplier in writing of any shortfall in quantity, or of any patent damage or defect, within five (5) Business Days of the date of delivery, failing which the Goods shall be deemed to have been delivered in the correct quantity and free from any patent damage or defect, and to have been accepted by the Customer as such.

5.3 The Supplier shall be entitled to effect delivery of the Goods in instalments, and any defect in any one or more instalments shall not entitle the Customer to cancel or repudiate any other instalment or the agreement as a whole.

6. RISK AND RESERVATION OF OWNERSHIP

6.1 Risk in and to the Goods shall pass to the Customer upon delivery thereof.

6.2 Notwithstanding delivery and the passing of risk, ownership in and to the Goods shall not pass to the Customer until such time as the Supplier shall have received payment in full of all amounts owing by the Customer to the Supplier from whatsoever cause arising. Until ownership has so passed, the Customer shall hold the Goods in a fiduciary capacity, shall store same in such manner as to render them readily identifiable as the property of the Supplier, and the Supplier shall be entitled, without prejudice to any other right, to take possession of and remove any Goods in respect of which payment is overdue, and for such purpose to enter upon any premises where such Goods may be. This reservation of ownership (reservatio dominii) shall be of full force and effect notwithstanding the passing of risk aforesaid.

7. QUALITY, WARRANTY AND RETURNS

7.1 The Supplier warrants that, at the date of delivery, the Goods shall conform in all material respects to their specification and shall be free from material defects in materials and workmanship, subject at all times to the Goods being properly stored, handled and used and utilised within their stated shelf life.

7.2 The Customer shall notify the Supplier in writing of any latent defect within a reasonable time after the Customer becomes aware, or ought reasonably to have become aware, of such defect. The liability of the Supplier in respect of any defective Goods shall be limited, at the election of the Supplier, to the replacement of the Goods, alternatively the refund or crediting of the price thereof, and shall not extend to any Goods which have been altered, misused, incorrectly stored, or used after expiry of their stated shelf life.

7.3 Save as expressly set out in these Terms, and to the maximum extent permitted by law, all warranties, representations, terms and conditions, whether express or implied and whether arising by operation of law or otherwise, are hereby excluded; provided that nothing herein shall exclude any warranty, term or right which may not lawfully be excluded, including in terms of the CPA where and to the extent that same applies to the Customer.

8. PRODUCT SAFETY, RECALL AND CUSTOMER’S INDEMNITY

8.1 The Customer shall store, handle, transport, on-sell and display the Goods strictly in accordance with the Supplier’s instructions and all applicable laws, and shall not alter, tamper with or interfere with the Goods, their labelling or their packaging in any manner whatsoever.

8.2 The Customer shall co-operate fully with, and shall forthwith implement, any withdrawal or recall of Goods initiated by the Supplier and shall at all times maintain such records as may be necessary to trace Goods on-sold by it.

8.3 The Customer hereby indemnifies and holds the Supplier harmless against any and all loss, liability, damage, cost or expense of whatsoever nature arising from or occasioned by any breach by the Customer of the provisions of this clause, any alteration, mishandling or misstorage of the Goods by the Customer, or any representation concerning the Goods made by the Customer which was not authorised by the Supplier in writing.

9. LIMITATION OF LIABILITY

9.1 Save as provided in clause 9.3 and to the maximum extent permitted by law, the Supplier shall not be liable to the Customer, whether in contract, delict or otherwise, for any indirect, special, incidental or consequential loss or damage of whatsoever nature, nor for any loss of profit, revenue, production, business or goodwill, howsoever arising out of or in connection with the supply of the Goods.

9.2 Save as provided in clause 9.3, the aggregate liability of the Supplier arising out of or in connection with any order, whether in contract, delict or otherwise, shall in no event exceed the price paid by the Customer in respect of the Goods giving rise to the claim.

9.3 Notwithstanding anything to the contrary contained herein, nothing in these Terms shall limit or exclude the liability of the Supplier for death or personal injury occasioned by the negligence of the Supplier, for fraud, for any liability of the Supplier arising under section 61 of the CPA, or for any other liability which may not lawfully be limited or excluded.

10. FORCE MAJEURE

Neither party shall be liable for any failure or delay in the performance of its obligations hereunder (save for the obligation to make payment of any amount when due) where such failure or delay is occasioned by any cause beyond its reasonable control, including, without limitation, any act of God, interruption or failure of electricity supply (including load-shedding), strike, lock-out, breakdown of plant, failure or disruption of transport, epidemic, pandemic, or any act, order or regulation of any competent authority, for so long as such cause shall continue.

11. BREACH AND TERMINATION

11.1 Should the Customer commit any breach of these Terms and fail to remedy same within seven (7) Business Days of written notice calling upon it so to do, or should the Customer commit any act of insolvency, be placed under business rescue, provisional or final liquidation or sequestration, or enter into any compromise or arrangement with its creditors, then and in any such event the Supplier shall be entitled, without prejudice to any other right which it may have in law and without notice, to suspend or terminate the supply of Goods, to cancel any order, to declare all amounts owing by the Customer to be immediately due and payable notwithstanding that they may not then be due, and/or to claim such damages as it may have sustained.

11.2 The termination of any agreement between the parties shall be without prejudice to any rights or obligations which shall have accrued to either party prior to the date of such termination.

12. CONFIDENTIALITY AND PROTECTION OF PERSONAL INFORMATION

Each party shall keep confidential all confidential information of the other party and shall use same solely for the purposes of the agreement between them. Each party shall, in respect of any personal information disclosed to or processed by it pursuant hereto, comply with the Protection of Personal Information Act, No. 4 of 2013, and shall process such personal information only to the extent reasonably necessary for the performance of its obligations hereunder.

13. GENERAL

13.1 These Terms, together with the credit application and any order accepted by the Supplier, constitute the sole and entire agreement between the parties in regard to the subject matter hereof, and no party shall be bound by any express or implied term, representation, warranty, promise or the like not recorded herein.

13.2 No addition to, variation of, or agreed cancellation of these Terms shall be of any force or effect unless reduced to writing and signed by or on behalf of the Supplier.

13.3 No indulgence, leniency or extension of time which the Supplier may grant or show to the Customer shall in any way prejudice the Supplier or preclude the Supplier from exercising any of its rights or be construed as a waiver thereof.

13.4 The Supplier shall be entitled to cede, assign and delegate all or any of its rights and obligations hereunder to any third party. The Customer shall not be entitled to cede, assign or delegate any of its rights or obligations hereunder without the prior written consent of the Supplier.

13.5 Each provision of these Terms is severable the one from the other, and if any provision is found to be defective or unenforceable for any reason, the remaining provisions shall continue to be of full force and effect.

13.6 The parties respectively choose as their domicilium citandi et executandi, for all purposes arising from these Terms, the addresses set out in the credit application. Any notice shall be in writing and shall be deemed to have been duly given upon delivery to the relevant domicilium.

13.7 These Terms shall in all respects be governed by and construed in accordance with the laws of the Republic of South Africa. The parties hereby consent and submit to the non-exclusive jurisdiction of the High Court of South Africa (Gauteng Division), alternatively, at the election of the Supplier, to the jurisdiction of the Magistrate’s Court having jurisdiction over the Customer notwithstanding that the amount in issue may exceed the monetary jurisdiction of such court.