Terms and Conditions of Sale

This agreement is entered into between LIM Spaces (Pty) Ltd (“LIM”) and the Client in respect of the Goods (as defined herein). The Terms and Conditions as set out below are deemed to have been read carefully by the Client and accepted by the Client upon the Client or the Client’s representative confirming its Order of the Goods. These Terms and Conditions cover any Orders placed with LIM whether online, via email, in person or in any other form.

1. Definitions
   1. “Agreement” means these Terms and Conditions, incorporating the written Order Quotation issued to and accepted by or on behalf of the Client;
   2. “Client” means the person or entity to whom the Goods are provided in terms of this Agreement, and includes any agent or service provider authorised to act on behalf of the party which has contracted to obtain the Goods;
   3. “CPA” means the Consumer Protection Act 68 of 2008;
   4. “Goods” means the range of products that LIM makes available to its Clients, including but not limited to its bespoke furniture range which is manufactured by third parties, in terms of LIM’s direction and commission, and made to order in accordance with the Order Quotation and includes any innovations or extensions to the range or such other products that LIM may make available from time to time to the Client;
   5. “LIM” means LIM Spaces (Pty) Ltd, registration number 2021 / 121939 / 07, a private company with limited liability incorporated and registered in accordance with the laws of South Africa;
   6. “Order” means the request made by the Client in respect of the Goods to which the Order Quotation relates;
   7. “Order Quotation” means the document in which LIM sets out the details relating to the Client’s requested Order relating to the Goods, the price(s) and other terms relevant to the order;
   8. “Parties” means LIM and the Client;
   9. “Prime Rate” means, at any relevant time, the publicly quoted prime overdraft rate of LIM’s bankers at that time, being the nominal rate of interest per annum at which that bank lends money on unsecured overdraft to corporate borrowers, expressed as a nominal annual rate compounded monthly in arrears;
   10. “VAT” means Value Added Tax imposed in terms of the Value Added Tax Act 89 of 1991; and
   11. “Website” means www.lim.co.za.
2. Ordering Process and Lead Time
   Unless specifically agreed between the Parties in writing at the time of the Order being placed by Client, Orders will be made in accordance with the following provisions –
   1. Order Quotations are valid for 2 weeks, and subject to availability of raw materials.
   2. Orders will be processed upon receipt of 50% deposit payment which is inclusive of 15% VAT.
   3. Orders can only be processed for production when all details (dimensions, materials, finishes, etc.) have been confirmed by the Client in writing.
   4. LIM’s standard lead time on production ex-works is six to eight (6-8) weeks, calculated from the date of receipt by us of the deposit payment into our bank account, unless a different period is specified by us.
   5. The Client is required to cite their quote number or sales order number as a reference when making payment.
   6. Orders will only be released for delivery or collection once LIM has received the full balance payment and the order has been paid for in full, including any additional costs such as transportation, additional packaging etc.
   7. LIM shall be entitled to charge interest levied at the Prime Rate for any late payments, such interest to be calculated from the due date for payment to date of actual payment received by LIM.
   8. LIM reserves the right to delay or postpone the standard six to eight (6-8) weeks lead time on production without penalty in the event of unforeseen circumstances and/or situations outside of our control.
3. Delivery
   1. All risk in the Goods shall pass from LIM to the Client upon delivery to the shipper and or taking of possession of the goods.
   2. Delivery costs are not included in the prices and, where applicable, will be quoted on a case-by-case basis according to the physical address, the size of the order, and accessibility at the premises where the Goods are due to be delivered. For large pieces of furniture or very tricky access at such premises, LIM requires that the Client discuss this with LIM at the time of placing the Order.
   3. The Client is required to inform LIM in writing in the event that delivery may be impacted or impeded by factors including, but not limited to, lift access, flights of stairs, narrow passages and/or other difficult obstacles or hindrances that will affect delivery of the Goods. The delivery cost will be affected by certain factors, including that there is a surcharge for a carry-up service and hoisting.
   4. The Client acknowledges that it is its responsibility to make sure that the piece(s) of furniture ordered can physically be delivered to the delivery location specified and be sure that such furniture can fit inside fully assembled, given that not all of LIM’s designs break down in size. LIM shall not be liable for any inability to deliver on this basis.
   5. Delivery, both locally in Cape Town and nationally within South Africa, is outsourced to independent third party contractor/s. In terms of delivery times, delivery is likely to take at least one week for transportation to major cities in South Africa (apart from Cape Town and its surrounds which would be a shorter period), and one and a half weeks for rural or more remote areas within South Africa but LIM is unable to guarantee delivery timeframes or warrant any performance in respect of such third party contractor(s). Under no circumstances can LIM be held liable by the Client for any delivery as carried out by such third party.
   6. Where the Client prefers to arrange its own delivery, LIM cannot be held liable for such delivery.
   7. Upon final delivery of the Goods, the Client shall be responsible for checking that the Goods are intact and that there are no breakages, missing items or defective products. Any damage or defects must be notified in writing to LIM within 3 (three) days of delivery, failing which the Order shall be deemed to have been received in good order.
   8. Late delivery shall not invalidate the Agreement and the Client is obliged to accept delivery when tendered.
4. Wrapping, Packaging, Crating
   1. LIM will ensure that all Goods are wrapped in a light wrapping to prevent scuffing or scratching in transit.
   2. In certain instances, and for certain Goods (including but not limited to product(s) that incorporate marble, glass, or mirrors) significant additional packaging (such as cardboard crates, pallet wrapping, heavy duty wrapping) may be required and in such event, LIM will quote for the cost thereof as an additional cost to the Client.
   3. International orders will often also require significant additional packaging to offer adequate protection for international transit and LIM will quote for the cost thereof as an additional cost to the Client.
5. Delays
   1. Subject to the provisions of this Agreement, the Client’s Goods will be made to order within the specified lead time and will be ready for delivery on the appointed completion date specified in the Order Quotation, or as otherwise agreed to in writing between the Parties. LIM is not able to meet the Client’s requests to delay the delivery and store an order, due to its space restrictions. In theevent of the Client requiring to delay the delivery of an order for more than one week, the Client shall be obliged to notify LIM in writing at least two weeks before the appointed completion date. The Client’s failure to do so may result in the order being delivered to the Client premises or delivered to a storage facility at the Client’s expense.
   2. Should the Client need to postpone delivery within Cape Town and the surrounding area, the Client will be obliged to give LIM written notice of postponement at least twenty four (24) hours in advance. In the event that the Client seeks to postpone a delivery date falling on a Monday, it must give LIM written notice by the preceding Friday.
   3. Should the Client fail to give the requisite notice in terms of clause 5.2, LIM shall be entitled to charge a cancellation fee which may be charged by a third party, which fee must be settled in full by the Client before delivery can take place.
   4. LIM reserves the right to delay or postpone pre-arranged deliveries and/or collections without penalty in the event of any circumstances arising which are beyond LIM’s control.
6. Installation
   1. LIM does not offer installation services and all installations will be done by a third party.
   2. LIM accepts no liability of whatsoever nature or responsibility for and damages to any Goods or otherwise which occur during the installation process.
   3. LIM records and the Client acknowledges that the Client is advised to exercise caution in terms of any installation that may be required, including that the installation of certain items may not be suitable or safe in certain circumstances, including but not limited to, the installation of products on dry-wall, face-brick wall, or walls that are not flat and true.
   4. It is strongly advised that children and pets not be present during the installation process for their own safety.
7. Cancellations
   1. Should the Client elect to cancel an order where LIM has not commenced production thereof, LIM reserves the right to charge a reasonable cancellation penalty based on any costs incurred or time wasted up to the date of cancellation, including a minimum administrative fee of 5% of the total value of the Order being cancelled and the Client agrees that such forfeiture shall form part of a reasonable cancellation penalty to which LIM is entitled. The balance of the deposit paid by the Client will thereafter be refunded to the Client.
   2. Should the Client elect to cancel an order where LIM has already commenced production thereof, the Client agrees to forfeit the 50% deposit payment including VAT and the Client agrees that such forfeiture shall constitute a reasonable cancellation penalty to which LIM is entitled as a result of such cancellation.
   3. Cancellation after completion of the item/s will result in the full price being due and owing.
8. Returns
   1. Goods sold may only be returned within 7 days of the date of delivery, upon presentation of a receipt and on condition that they are returned in their original condition undamaged.
   2. Notwithstanding clause 8.1, the Client may not return Goods that have been discounted, are on sale, that LIM has been expressly or implicitly required or expected to procure, create or alter specifically to satisfy the Client’s requirements. For the sake of clarity, it is recorded that custom Goods or orders, being Goods that are made specifically to the Client’s instruction or specifically ordered as per the Clients instruction, may not be returned for any reason whatsoever other than in terms of clause 9.
      
   3. No cash refunds are applicable to any Goods in stock purchased off the shop floor or Website. These items may be exchanged or a credit given within 7 days of purchase.
   4. The Client shall return the Goods at its own expense and be liable for all courier, banking and similar fees involved. These fees will be deducted from the purchase price of the Goods if a refund or credit note is required. In the instance of an exchange of Goods, the Client will be liable for the courier fees and banking fees in returning the Goods and resending the replacement Goods to the Client.
   5. Refunds, where applicable, on credit cards will reflect on the credit card used to purchase the Goods. Bank transfer refund, where applicable, where the Goods were purchased with a debit card or via an electronic funds transfer will be processed within a reasonable period after all the necessary banking details of the Client have been verified.
   6. In the event of the incorrect Goods being delivered to a Client in error, the Client must not remove the Goods from the original packaging and is required to return the Goods directly and immediately to LIM using the same delivery company. The Client is further required to promptly contact LIM, so that it may resolve the error by arranging to collect such products from the Client (if not already returned) and deliver the correct Goods to the Client as soon as possible.
9. Warranty Policy
   1. LIM gives only the following warranties in respect of the Goods:
      1. it has title to the Goods and has the unencumbered right to sell the Goods; and
      2. only in the event of the Consumer being a consumer for the purposes of the CPA, then: (a) the Goods are supplied to the Consumer with a 6 month warranty of quality against defects (within the meaning of the CPA), and (b) unless the Client has specifically informed LIM of the intended use of the Goods, LIM does not warrant that the Goods purchased by the Client will be fit for the purpose that the Client intends using the Goods for.
   2. LIM will only accept the return of Goods which it in its determination finds to be defective within 6 (six) months of delivery of such Goods to the Client. In the event of a return, it shall be the Client’s responsibility to have the Goods delivered to LIM at the Client’s own expense.
   3. In the event that defective Goods are returned, the Client is required to inform LIM via email of any intended returns and must do so prior to dispatch in order to allow LIM to track the Goods. The Client is further required to ensure that the returned Goods contain the Client’s full details including name, contact number and LIM’s full name and physical address.
   4. All risk of loss or damage relating to any Goods will remain with the Client until such time as an authorised representative of LIM has accepted delivery thereof. The Client is obliged to return the Goods wrapped in its original packaging, or properly wrapped to sufficiently protect the Goods during transportation.
   5. Upon receipt of the Goods, LIM will carefully examine the Goods and contact the Client within 3 (three) business days thereafter to discuss whether the Goods are defective. Should LIM determine that the Goods are defective, it will repair or replace the Goods, or refund the purchase price of the Goods to the Client and will compensate the Client for the reasonable delivery cost incurred by the Client for the return of the Goods to LIM (if any).
   6. If the Goods are found not to be defective, the Client will not be entitled to any repair, replacement or refund and will be liable for the costs incurred by LIM in having such Goods redelivered to the Client including any incidental charges or fees which may be applicable such as packaging and/or insurance costs. The Client agrees to make payment of such amount due on demand by LIM.
   7. LIM records and the Client agrees that the following would not amount to a defect entitling the Client to any repair or replacement of the Goods or any refund of the purchase price:
      1. A slight difference in colour or texture from product to product, resulting from the use of materials which may have natural flaws and natural variances, including materials such as wood, brass, stone, marble or leather;
      2. Non-defective products that have been custom “made to order”;
      3. A product that has been damaged as a result of inadequate care, or as a result of negligence (as determined in LIM’s sole discretion);
      4. A product that the Client or any other person has altered, repaired, used, incorporated or added to where such alteration, repair, incorporation or addition has not been authorised in writing and in advance by LIM;
      5. A product, where by its nature of being handmade and/or using natural materials, it has cracks, repair marks and/or imperfections which are a fundamental element of the product and which adds to the intrinsic value of the product will not be considered to be a defect;
      6. A product which has not been correctly maintained (as determined in LIM’s sole discretion). including but not limited to, goods such as outdoor furniture that has not been regularly oiled to protect it from extreme weather conditions, or non-adherence to any other maintenance guidelines as set out in LIM’s furniture care guides.
10. Use of Goods and Care Instructions
    1. The Client must familiarise themselves and those who will make use of the Goods provided by LIM with the terms of this Agreement.
    2. Given that LIM cannot control the environment in which the Goods provided by LIM are utilised, it cannot be held responsible for any damage or injury to people or otherwise whatsoever. As with all environments (whether domestic or in commercial spaces), LIM is unable to prevent or guard against the misuse of its Goods and will not be held liable for any use which is unreasonable and not within the specific purpose of such design.
    3. The Client is responsible for ensuring regular inspections of any aspect of the Goods provided in order to identify signs of damage and remove and/or correct the damage.
    4. Where natural materials are used in the provision and manufacture of the Goods, it is the Client’s responsibility to ensure that these materials are regularly inspected to ensure the continued structural integrity of such natural materials. Whilst LIM warrants to the best of its knowledge that there are no structural defects in the natural materials used at the time of producing the Goods, it cannot reasonably foresee and therefore cannot be held responsible for future defects.
    5. LIM advises that certain climatic conditions, such as air-conditioning and/or extreme temperatures can cause timber to crack and cause damage that is out of LIM’s control.
    6. With respect to certain materials and finishes, there exists a chance that these will, over time, display naturally occurring imperfections for which LIM cannot be held liable.
11. Indemnity and Limitation of Liability
    1. By accepting delivery of the Goods as arranged by LIM, the Client acknowledges that delivery may be carried out by an independent third party for whom LIM is not responsible. In instances where the Client or its own representatives or agents have arranged its own delivery supplier or has itself collected any goods, the Client hereby indemnifies LIM for any loss, injury, death, theft and/or damage of whatsoever nature (whether direct, indirect or consequential), howsoever arising, which the Client or any other person, animal or property may sustain (“losses”) as a result of, or arising in connection with, the delivery of Goods at the Client’s premises or elsewhere as directed by the Client.
    2. In addition to the clauses 9.1 and to the full extent permitted in law, the Client hereby fully indemnifies LIM, and its officers, directors, members and employees as the case may be, for any losses arising out of or in connection with this Agreement and/or any losses arising out of the Client’s breach of its obligations in terms of this Agreement.
12. Intellectual Property
    No right or license is hereby granted to any user of the Website, visitor to the store and/or Client, whether juristic or otherwise, to any copyright, trademark, mark, branding, design or any other intellectual property of any nature of LIM whatsoever. The material located on the Website and in store, including, without limitation, text, logos and images, may not be copied, reproduced, republished, downloaded, posted, broadcast or transmitted in any way whatsoever except for the Client’s personal non-commercial use. The Client agrees not to adapt, alter or create any derivative work from any of LIM’s material contained on the Website or in the store, nor to use any of LIM’s content for commercial use in any way whatsoever, without LIM’s prior written approval.
13. Dispute Resolution
    In the event of any dispute or claim arising out of, or in connection with, this Agreement, including any dispute relating to its existence, termination, validity or any breach thereof (“Dispute”), arising between the Parties, such Dispute will in the first instance be referred to a duly authorised senior representative of the Client and LIM for resolution. In the event that such Dispute is not resolved within 10 (ten) days from the date of such referral, the Client or LIM may refer the Dispute to arbitration in accordance with the rules of the Arbitration Foundation of Southern Africa. Such arbitration will be held in Cape Town or such other place as agreed between the Parties. The award of the arbitrator will be final and binding and may be entered as a judgment in any court having jurisdiction. These provisions will not prevent the Client or LIM from approaching any court or other judicial forum having jurisdiction to obtain timely injunctive or other relief in cases of urgency.
14. Force Majeure
    No right or license is hereby granted to any user of the Website, visitor to the store and/or Client, whether juristic or otherwise, to any copyright, trademark, mark, branding, design or any other intellectual property of any nature of LIM whatsoever. The material located on the Website and in store, including, without limitation, text, logos and images, may not be copied, reproduced, republished, downloaded, posted, broadcast or transmitted in any way whatsoever except for the Client’s personal non-commercial use. The Client agrees not to adapt, alter or create any derivative work from any of LIM’s material contained on the Website or in the store, nor to use any of LIM’s content for commercial use in any way whatsoever, without LIM’s prior written approval.
15. General
    1. This Agreement will be governed, constituted and interpreted in accordance with the laws of the Republic of South Africa, without regard to conflict of law principles. The Parties hereby consent to the exclusive jurisdiction of the courts of South Africa in the determination of any matters arising out of this Agreement.
    2. Prices quoted are based on information provided at the time of the quote. Any changes to measurements or fixing details or a shortage of certain materials may cause an increase in the price of the product.
    3. Neither party shall be entitled to assign or otherwise transfer the benefit or burden of all or any part of this Agreement without the prior written consent of the other party.
    4. Should any of the Terms and Conditions of this Agreement be held to be invalid, unlawful or unenforceable, such Terms and Conditions shall be severable from the remaining Terms and Conditions which shall continue to be valid and enforceable. If any Term or Condition held to be invalid is capable of amendment to render it valid, the Parties agree to negotiate an amendment to remove the invalidity.
    5. No change, waiver or discharge of the Terms and Conditions of this Agreement shall be valid unless in writing and signed by an authorised representative of the Party against which such change, waiver or discharge is sought to be enforced, and any such change, waiver or discharge will be effective only in the specific instance and for the purpose given. No failure or delay on the part of either Party hereto in exercising any right, power or privilege under the Agreement will operate as a waiver thereof, nor will any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power or privilege.
    6. This Agreement constitutes the whole of the Agreement between the Parties relating to the subject matter hereof and no amendment, alteration, addition, variation or consensual cancellation will be of any force or effect unless reduced to writing and signed by a Party’s duly authorised representatives.
    7. LIM makes no representations and gives no warranties or undertakings other than what is specifically set out in these Terms and Conditions.
    8. The Parties warrant and acknowledge that the relationship between them is not in the nature of a partnership or that of employer/employee and that neither Party is in any manner entitled to make or enter into binding agreements of any nature on behalf of the other Party.
    9. The expiration or termination of this Agreement shall not affect the provisions of this Agreement which necessarily must continue to have effect after such expiration or termination, notwithstanding that the clauses themselves do not expressly provide for this.
    10. The Parties warrant to each other that they have taken or caused to be taken all steps, actions and corporate proceedings necessary to cause this Agreement to be binding on themselves. Either party shall, if requested by the other Party, furnish to the latter sufficient evidence of the authority of the person or person who shall, on behalf of the party so requested, take any action or execute any documents required or permitted to be taken or executed by such person under this Agreement. Each party agrees that, in its respective dealings with the other party under or in connection with this Agreement, it shall act in good faith.
    11. Each party shall bear and pay its own costs of or incidental to the drafting, preparation and execution of this Agreement.
16. PRIVACY POLICY
    LIM shall take all reasonable steps to protect the personal information of the Client collected by LIM. For the purposes of this clause “personal information” shall be defined as detailed in the Promotion of Access to Information Act 2 of 2000 (“PAIA”). The PAIA may be downloaded at this link . The personal information will not be made available to any third party without the Client’s consent or unless required in legal process or proceedings or to protect the rights, property or safety of LIM or other parties. The Client acknowledges that LIM will supply a third party with the Client’s name, delivery address and contact number in order to effect delivery of any Goods ordered by the Client on the Website, in store or through email correspondence. The Client agrees that LIM may use its confidential information to communicate with the Client from time to time, unless otherwise specified by the Client in writing. Any user of the Website, where such user browses the Website at any time without submitting personal details to LIM and/or purchasing Goods from the Company, accepts that the Company may collect the user’s computer’s IP address in order to, among other things, measure the number of visitors to the Website. LIM is under no obligation to protect this information and may make use of this information without limitation.