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General

1. Definitions:

 In this Agreement, the following terms shall have the meanings set forth below:

• “Manufacturer” means Garofalo & Liebetrau (Pty) t/a Garofalo & Liebetrau Fashion Studio (G&L Fashion Studio). Registration Number: 2023/178272/07

• “Client” means the Designer/Company/Person requesting Manufacturing.

• "Order" means a confirmed “purchase” order for the manufacturing of clothing or any apparel, submitted by the Client to the Manufacturer.

• "Delivery Date" means the date by which the Manufacturer is obligated to deliver the completed Order to the Client.

• "Defects" mean any material imperfections in the Goods that prevent them from functioning according to the agreed-upon specifications.

​2. Entire Agreement:

This Agreement constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all  prior or contemporaneous communications, representations, or agreements, whether oral or written.

3. Amendments:

This Agreement may be amended only by a written instrument signed by both parties.

4. Severability:

If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall remain in full  force and effect.

5. Governing Law:

This Agreement shall be governed by and construed in accordance with the laws of South Africa.

 

Orders and Production

5. Minimum Order Quantities (MOQs):

Are subject to each requirement as sampling garments will be allowed as 1 item. The Manufacturer requires a minimum order quantity of 5 units per style/color combination once final sample have been approved.

7. Order Confirmation:

Upon receipt of a written Order from the Client, the Manufacturer will review the details and provide a written confirmation outlining the final specifications, pricing, and estimated delivery date. The Order becomes binding upon written confirmation by both parties.

8. Artwork & Specifications:

The Client is responsible for providing the Manufacturer with clear and detailed artwork and technical specifications for the Order. The Manufacturer reserves the right to request clarification or modifications to ensure production feasibility.

9. Samples & Prototypes:

At the Client's request, the Manufacturer may produce pre-production sample(s) for approval. Sample fees and lead times will be quoted separately. Client approval of a sample signifies acceptance of the final product specifications.

10. Production Lead Times:

Estimated production lead times will be communicated in the Order confirmation. These timelines may be subject to change due to order complexity, material or fabric availability, or unforeseen circumstances.

11. Changes & Cancellations:

Changes to confirmed Orders may be accommodated at the Manufacturer's discretion and may incur additional charges. Order cancellations after production commences will be subject to a cancellation fee based on the work completed.

 

Payments and Billing

12. Payment Schedule:

The Client shall pay the Manufacturer:

• 100% deposit upon Order confirmation.

• All Samples needs to be paid for prior to manufacturing, including delivery and/or courier fees.

• Once Samples are approved, the Client is required to send the Samples back to the Manufacturer for reference, Samples will be returned once order is completed - for ongoing orders Samples will remain at the Manufacturer Studio. 

13. Price Adjustments:

In the event of significant fluctuations in material and fabric costs or unforeseen circumstances beyond the Manufacturer's control, the Manufacturer reserves the right to adjust pricing upon written notification to the Client.

14. Late Payment Fees:

A late payment fee (penalty/interest) of 5% per month will be applied to the full and any outstanding balance after the due date. Orders will not be delivered under any circumstance until the full & final payment is made.

15. Payment Methods:

• Payment can be made by direct transfer bank transfer:

FNB Business:

Name: Garofalo & Liebetrau,

Account: 630 8511 2456,

Branch Code: 210 835

OR

• MobiPaid link or QR code with ALL activated credit & debit cards, Google Pay, Apple Pay, PayPal all other available payment systems on the MobiPaid link to the account.

Please note that we do accept over 400 Currencies via our MobiPaid Account.

16. Taxes and Duties:

The Client is responsible for any applicable local and international taxes and import duties associated with the Order.

 

Delivery & Shipping

17. Delivery Terms:

If the Order is not collected at the G&L Fashion Studio then:

• The Order will be delivered from 288 Kent Avenue, Ferndale, Randburg, Johannesburg, South Africa to: A local address provided in Gauteng.

• All orders outside of the region and International Orders must be collected at the G&L Fashion Studio by a reputable service providers of the Clients choice.

• The Client is responsible for all transportation costs and associated risks after this point.

• G&L Fashion Studio will quote delivery fee as standard on all local quotations.

18. Inspection & Acceptance:

The Client shall have 5 working days upon receipt of the Order to inspect the Goods for any Defects. Failure to notify the Manufacturer of any Defects within this timeframe shall constitute acceptance of the Goods.

19. Returns & Claims:

Claims for Defects must be submitted to the Manufacturer in writing within 7 days of receipt of the Order. The Manufacturer will, at its sole discretion, repair, replace, or credit the Client for any verified Defects.

20. Risk of Loss:

The risk of loss for the Goods shall pass from the Manufacturer to the Client upon delivery.

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Intellectual Property

21. Client-Owned Designs:

If the Client provides the designs for the Order, the Client retains ownership of the intellectual property rights to those designs. The Client hereby grants the Manufacturer a non-exclusive, royalty-free license to use the designs solely for the purpose of fulfilling the Order.

22. Manufacturer-Developed Designs:

If the Manufacturer develops any designs in the course of fulfilling the Order, the Manufacturer shall own all intellectual property rights to those designs. The Client may negotiate a separate licensing agreement with the Manufacturer for use of such designs.

 

Confidentiality

23. Confidential Information:

All non-public information disclosed by either party to the other in connection with this Agreement, including but not limited to designs, technical specifications, and client data, shall be considered Confidential Information.

24. Non-Disclosure Obligations:

Each party agrees to hold in confidence and not disclose any Confidential Information of the other party to any third party without prior written consent.

 

Liability & Warranties

25. Product Warranties:

The Manufacturer warrants that the Goods will be free from Defects in materials and workmanship for a period of 30 days from the Delivery Date. This warranty is limited to the repair or replacement of defective Goods, at the Manufacturer's sole discretion. After resale and any general wear and tear is not covered in this product warranty.

26. Limitations of Liability:

The Manufacturer's liability under this Agreement shall be limited to the total value of the Order. The Manufacturer shall not be liable for any indirect, incidental, consequential, or punitive damages arising out of or related to this Agreement or the Goods.

27. Disclaimer of Warranties:

THE MANUFACTURER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, BEYOND THOSE SPECIFICALLY STATED HEREIN, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

 

Termination

28. Termination for Cause:

Either party may terminate this Agreement for cause upon written notice to the other party in the event of a material breach of this Agreement that is not cured within 30 days of written notice.

29. Termination Notice:

In the absence of cause, either party may terminate this Agreement upon 60 days' written notice to the other party.

30. Effect of Termination:

Upon termination of this Agreement, the Client shall pay the Manufacturer for all work completed and materials used up to the date of termination. The Manufacturer shall return any undelivered Goods and any prepayments made by the Client.

 

Additional & General

31. Force Majeure:

Neither party shall be liable for any delays or failures in performance due to Force Majeure events, such as natural disasters, war, terrorism, or government regulations.

32. Marketing & Use of Products:

The Client may use the Manufacturer's name or logo in any marketing materials with the Manufacturer's writer or verbal prior consent.

The Manufacture may deny use of its name or logo at its sole discretion.

33. Assignment:

This Agreement may not be assigned by either party without the prior written consent of the other party.

34. Independent Contractors:

The parties to this Agreement act as independent contractors and not as agents or employees of each other.

 

Trademarks & Restrictions

35. Client-Owned Trademarks:

The Client warrants that it has the necessary rights and licenses to use any trademarks or logos incorporated into the Order. The Client shall indemnify and hold harmless the Manufacturer from any claims or lawsuits arising from the unauthorised use of trademarks.

36. Restrictions on Use of Manufactured Goods:

The Client may not use the Goods manufactured under this Agreement to create infringing products or products that violate any applicable laws or regulations.

37. Manufacturer's Right to Refuse Orders:

The Manufacturer reserves the right to refuse to accept any Order that, in its sole discretion, may infringe on the intellectual property rights of a third party or violate any applicable laws or regulations.

38. Compliance with Labelling Laws:

The Client is responsible for ensuring that all labelling and branding on the finished products comply with all applicable laws and regulations in the markets where the products will be sold.

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Please note:

The General Terms of Business is shared as a base & guideline for Clients when using the Manufacturer, separate collaboration and/or supplier and/or Client Service Level agreements may be signed outside of these terms. However these do not supersede any of the Terms mentioned herein.

 

The manufacture, will review & amend any terms at their sole discretion should the need arise. 

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Garofalo & Liebetrau Fashion Studio, may as part of their Marketing campaigns or strategies manage and

run competition or promotions publicly & will have separate Terms & Conditions as and when needed at it sole discretion.   

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