Cladall Roofing (Pty) Ltd v SS Profiling (Pty) Ltd

Cladall Roofing (Pty) Ltd, a roofing contractor, ordered 13 000 m² of galvanised IBR roof sheeting from SS Profiling (Pty) Ltd with precise specifications regarding thickness (0.5 mm), tensile strength (full hard industrial strength), galvanisation (Z275), and manufacture according to Mittal standards. SS delivered IBR sheeting that, on agreed facts, failed to meet all of these specifications. After installation, the roof showed defects indicating insufficient tensile strength. Cladall claimed damages for the cost of reinstating the roof and withheld the outstanding balance of the purchase price. SS defended the claim and counterclaimed for the balance, relying on its standard conditions of agreement, which included clauses excluding liability, requiring timeous notice of defects, and prohibiting withholding of payment.

The appeal was upheld with costs. The order of the High Court was set aside and replaced with an order declaring that SS Profiling was not entitled to rely on its special conditions as defences, that Cladall was entitled to withhold payment on the pleadings as they stood, that the remaining issues be determined at a further hearing, and that costs be costs in the cause.

The case clarifies the distinction in South African contract law between defective performance and non-performance. It confirms that standard contractual clauses limiting liability or remedies cannot be relied upon where a party has delivered goods that are fundamentally different from those contracted for. The judgment reinforces the principle that exclusionary clauses are interpreted restrictively and presuppose performance in terms of the contract.