|
STEELWOOL'S TERMS AND CONDITIONS OF SALE AND SUPPLY
Definitions
“Buyer” means any person, firm or company placing an order with Steelwool (Africa) ltd.
“Conditions” means these terms and conditions of sale and supply.
“Contract” means any contract between Steelwool (Africa) ltd and the Buyer for the sale of Goods, or supply of Services to the Buyer.
“Export Contract” means any Contract for the supply of Goods, which is an international supply contract.
“Goods” means any goods supplied by Steelwool (Africa) ltd to the Buyer.
“Incoterms” means the latest edition of the trade terms of the International Chamber of Commerce..
“Services” means any service performed by Steelwool (Africa) ltd for the Buyer.
All contracts shall be deemed to have been made at our registered office.
“Promotion” Means any offer for sale through a mutually agreed mechanism and is intended to subsist only for a specified period.
Existence of Contract
Unless otherwise agreed in writing between the Buyer and Steelwool (Africa) ltd, these Conditions shall apply to all Contracts to the exclusion of all other terms and conditions including any terms and conditions which the Buyer may purport to apply under any Buyer specification, purchase order or similar document.
These Conditions shall also apply to any future oral or written Contract save to the extent that the subject matter herein is in conflict with any written agreement signed by Steelwool (Africa) ltd and governing the Contract, where on the provisions of such written agreement shall prevail.
No verbal representation or verbal statement by an employee or agent of Steelwool (Africa) ltd shall form part of the Contract nor shall any such verbal representation or statement be treated as constituting a representation on the part of Steelwool (Africa) ltd or a term of the Contract unless such representation or statement shall be confirmed in writing.
Amendments and Cancellation
The terms of the Contract shall not be varied unless Steelwool (Africa) ltd expressly makes or accepts any variation in writing. The Contract may only be cancelled by the Buyer with Steelwool (Africa) ltd prior written consent and upon cancellation we shall be entitled to invoice the Buyer for all costs and expenses incurred to date by us under or pursuant to the Contract.
Quantities
Any quantities stated by Steelwool (Africa) ltd are not binding on us, we will make all reasonable efforts to achieve.
Samples, Telephone Orders
If the Contract is a sale by sample contract, the Goods will correspond with the sample as far as reasonably possible given the nature of the Goods.
Steelwool (Africa) ltd is prepared to receive the Buyer's order by telephone but will be under no liability whatsoever for any error or omission claimed by the Buyer to have arisen in relation to a telephone order and the Contract shall be treated as relating to the Goods actually supplied.
Orders
The Buyer shall be responsible to Steelwool (Africa) ltd for ensuring the accuracy of the terms of any order (including any applicable specifications) submitted by the Buyer, and for giving us any necessary information relating to the Goods or Services within a sufficient time to enable Steelwool (Africa) ltd perform the Contract in accordance with its terms.
We accept orders upon delivery of the Goods or the supply of the Services subject of the order unless non-acceptance is communicated at that time.
Delivery
Delivery of the Goods or performance of the Services shall be made at the agreed place.
Where delivery is made at a place other than Steelwool (Africa) ltd premises, the Buyer will provide, without causing any material delay to us or our agents, safe and proper means of access to and egress from such place and suitable facilities for the unloading of the Goods (including where reasonably needed, the attendance of the Buyer's representative at such delivery). If the same are not provided, we shall be entitled to withhold delivery and/or charge the Buyer for any additional costs and time incurred or spent by us or our agents.
All dates for delivery are estimates only and time for delivery is not of the essence of the Contract. We may make delivery in advance of the delivery date upon giving reasonable notice to the Buyer.
We shall not be liable in any way for any direct or indirect loss, damage or expense (including loss of profits and liability to third parties) suffered or incurred by the Buyer as a consequence of any delay in delivery.
We could deliver in installments and each delivery shall constitute a separate Contract. Failure by us to deliver one or more of such installments or any claim by the Buyer in respect of any one or more installments shall not entitle the Buyer to any remedies by adjustment of or in relation to any other relevant Contract.
Invoice
Terms of settlement are cash on delivery and any relaxation of these terms granted by us may be withdrawn at any time without notice.
The Buyer will reimburse to us all costs and expenses (including legal costs) incurred in the collection of any overdue amount. For the purposes of this Condition only, time for payment shall be of the essence of the Contract. Cash refunds against credit notes will be given at our sole discretion.
Cheques are payable to Steelwool (Africa) Ltd. 3% interest per month will be levied on all overdue accounts. Cheques returned unpaid from the bank will incur a charge of KES 3,000.00 to cover bank charges and other additional administration expenses. All goods must be checked and verified at the time of delivery. Goods returned in perfect condition within 3 days from date of purchase will be subject to 10% handling charges. Goods returned after this date will not be accepted. Soiled goods will not be accepted back. Quotations are valid for 7 days. Any dispute should be communicated in writing within 7 days.
Price
Unless otherwise agreed in writing, the price payable for the Goods shall be as stated in the Steelwool (Africa) ltd price list current at the date of dispatch from our premises. We have the right from time to time to increase quoted prices.
Local Purchase Orders
LPO’s are valid for 30 days from date of issue. Orders not executed within the specified period are liable for cancellation.
LPO’s must be quoted on all invoices, delivery notes and correspondence concerning goods and services.
Any goods which are considered unsuitable will be returned for a full credit note.
No alteration will be recognized unless signed by the signatory of the order.
Supplier statement should be sent by the 5th of the following month.
Partial invoicing of goods and services is not permitted.
Risk
In respect of any Contract other than an Export Contract, the risk of damage to or loss of the Goods shall pass to the Buyer upon delivery, or if the Buyer wrongfully fails to take delivery when Steelwool (Africa) Ltd tenders delivery of the Goods then delivery shall be taken as occurring where the Goods are delivered by us. When the Goods are offloaded from our vehicle and collected by the Buyer, the Goods are loaded onto the vehicle used by the Buyer or its agent.
In respect of any Export Contract, the risk of damage to or loss of the Goods shall pass to the Buyer in accordance with the Incoterm agreed between the parties.
Retention of Title
Notwithstanding the delivery of and the passing of risk in the Goods to the Buyer, title in the Goods shall not pass to the Buyer until the Buyer shall have paid Steelwool (Africa) ltd in full therefore pursuant to the above payment Condition and no other sums are then outstanding from the
Buyer to us on any account whether or not such sums have become due for payment.
Until such time as the title in the Goods passes to the Buyer, the Buyer shall hold such Goods as our fiduciary agent and shall keep such Goods properly stored, protected and insured.
Also until such time as the title in the Goods passes to the Buyer, we shall be entitled at any time to require the Buyer to deliver up such Goods to us and if the Buyer fails to do so forthwith, we will enter upon any premises of the Buyer or any third party where such Goods are stored and mark, identify and repossess such Goods.
In the event that the Seller exercises any of its rights above, any right of the Buyer to sell, dispose of, deal or in any way use Goods in which title has not passed to the Buyer shall cease forthwith; This Condition is without prejudice to any other rights and remedies available to Steelwool (Africa) ltd.
The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness to any of the Goods, which remain our property.
Regulations and Labeling
In the case of an Export Contract, the Buyer shall be responsible for compliance with all relevant laws and regulations and for obtaining and maintaining at its expense any necessary import or export licenses, customs clearance, exchange control consent or other authorizations and permits whatsoever and the Buyer shall ensure that the Goods are at all times labelled in such a way as to ensure the safety which a person is entitled to expect from the Goods.
Effect of Default by the Buyer
If the Buyer does not pay Steelwool (Africa) ltd in full when due, compounds with its creditors, executes an assignment for the benefit of its creditors, has a bankruptcy order made against him or being a company, an order is made for the appointment of an administrator to manage the affairs, business and property of the Buyer or documents are filed with a court of competent jurisdiction for the appointment of an administrator of the Buyer or a notice of intention to appoint an administrator is given by the other party/its directors or by a qualifying floating charge holder/a receiver/ liquidator or examiner appointed over all or part of its assets suffers any similar action in consequence of debt or becomes insolvent, all sums outstanding in respect of Goods and Services shall become payable immediately.
Steelwool (Africa) ltd may be at its absolute discretion and without prejudice to any other rights and remedies it may have to suspend all future deliveries of Goods or performance of Services to the Buyer and/or terminate the Contract without liability upon its part; and require payment of interest on all amounts due at a rate of 3% per annum over the bank minimum lending rate from time to time in force on the balance outstanding until payment is made in full, such interest to accrue day to day, after as well as before any judgment; and exercise any of its rights pursuant to the Retention of Title condition. Unless we expressly elect otherwise, any Contract between us
And the Buyer shall remain in existence notwithstanding any exercise by Steelwool (Africa) ltd of its rights under this clause.
Intellectual Property
Where Steelwool (Africa) ltd has manufactured Goods in anticipation of the Buyer's order in expectation of a continued course of dealing, the Buyer licenses us, both before and after termination of any Contract, to dispose of such Goods (but not to manufacture more) notwithstanding that they include the Buyer's trademarks, copyright and get-up.
No warranty or representation is given by the Seller that the Goods do not infringe any copyright, patents, trademarks, registered designs or other industrial property rights of third parties.
The supply of Goods by us shall not confer any right upon the Buyer to use any of our trade marks (except in the re-sale of goods in the packaging supplied by us), or any of our copyright, patents, trademarks or design rights, and at all times such copyright, patents, trademarks and design rights shall remain the absolute property of Steelwool (Africa) ltd.
The Buyer shall not alter any packaging comprising the Goods and shall not obliterate or obscure any warnings or advice appearing on such packaging concerning the use, storage or disposal of
the Goods.
Warranties and Liabilities
By their nature the type of Goods supplied by Steelwool (Africa) ltd may vary from precise specification depending on the raw materials and formulations used. We therefore do not warrant precise compliance with technical or data sheets and labels describing them.
Steelwool (Africa) ltd warrants that the Goods will be within the tolerances specified by the Seller.
We reserve the right to use alternative raw materials or formulations in manufacturing the Goods without notice to the Buyer provided that the Goods shall not be rendered unfit for the purposes
Communicated by the Buyer to us. Minor changes in the color, appearance or performance in the Goods as a result shall not be actionable by the Buyer.
Any Goods supplied by us as trial products at the request of the Buyer are provided for test purposes only and the Buyer shall be solely responsible for any loss or damage arising from or
Related to them. The Seller's liability to the Buyer whether for any breach of the Contract or any duty owed to the Buyer or otherwise shall be limited, as the Seller may elect, to making good any shortage, replacing the Goods or refunding all, or part of, the Contract price against return of the Goods. The Seller shall be under no liability for any consequential or indirect loss suffered, or
Liability to third parties incurred, by the Buyer.
Liability for death or personal injury resulting from the negligence of this company shall not be limited within Kenya subject to the fullest extent permitted by law. In the case of Export Contracts only, we shall not be liable for death or personal injury resulting from our negligence.
Subject as expressly provided in these Conditions, all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
Waiver
The failure of Steelwool (Africa) ltd to insist upon the strict performance of any of the terms and conditions of the Contract shall not be construed as a waiver of any such term or condition and shall in no way affect our right to enforce such provision at a later date.
Governing Law
The construction, validity and performance of the Contract is governed by the Kenyan law and by entering into the Contract the parties submit to the exclusive jurisdiction of the Kenyan Courts.
|