TERMS AND CONDITIONS OF SALE

Definitions and Interpretation

In these conditions unless the context otherwise requires:

  • “Agreement” means any contract (whether or not in writing) between the seller and the buyer for the supply to the Buyer of Goods and/or services, which contract shall be deemed to incorporate these conditions (and any reference to the Agreement includes a reference to these conditions);
  • “Buyer/You” means any person to whom the Seller has agreed to supply Goods and/ or Services (whether for value or not);
  • “Conditions” means these Standard Terms and Conditions of Sale;
  • “Default” occurs when the Buyer:
  1. Fails to make any payment due to the seller on the due date for payment
  2. Breaches of any of the terms of the Agreement
  3. Enters any arrangement or makes any composition with its creditors
  4. Has a receiver, receiver and manager, administrator, administrative receiver or liquidator appointed over all or any of its undertaking or assets.
  5. Has an order made or a resolution passed for its winding up
  6. In consequence of debt
  7. Ceases to carry on its business or becomes insolvent
  8. Or is in the reasonable opinion of the seller unlikely to be able to fulfill its obligations under the Agreement.
  • “Goods” means products to be supplied by the seller under the Agreement (Whether or not manufactured by the Seller);
  • “Price” means the total amount payable by the Buyer for the relevant Goods and/or Services;
  • “Seller/Us/We” means Sai Raj Limited;
  • “Services” means any services to be supplied by the seller under the Agreement;
  • “VAT” means Value Added Tax or other sales tax imposed or payable from time to time;
  • “Website” means any website operated by the seller which gives technical information relating to the Goods.


Terms

  • These terms and conditions apply to the sale and Installation of parts and equipment by Sai Raj Limited.
  • Any direction by the Buyer either verbal or written to procure products from the Seller will be deemed acceptance by Buyer of these terms and conditions.
  • Seller shall not be bound by any conditions attaching to any order, quotation or direction issued by Buyer, unless such conditions are expressly accepted by Seller in writing.
  • Nothing in these terms and conditions excludes, restricts or modifies or has the effect of excluding, restricting or modifying any condition, warranty, guarantee, right or remedy implied by law and which by law cannot be excluded, restricted or modified.

Quotations and Orders

Unless otherwise expressly stated on the quotation, a quotation shall only be valid until close of business on the day of issue.

Any order shall be subject to acceptance by the Seller. All quantities and delivery terms shall be subject to written agreement by the Seller.


Price and Payment

  • Unless otherwise specified in the order confirmation, our prices are "ex works", excluding packaging. Packaging, customs, taxes and duties, freight and insurance are billed separately. The costs of the installation and commissioning of the subject of the contract by our staff at the customer's works are not included in the contract prices, unless otherwise agreed; they are additionally charged at reasonable and customary rates. 
  • VAT is not included in our prices; if it accrues, it shall be indicated separately in the invoice at the statutory rate on the invoice date.
  • Checks and bills of exchange are accepted only by prior agreement and only on account of performance.
  • Unless otherwise specified in the order confirmation, the purchase price is payable without any deduction on the invoice date.
  • The legal provisions concerning the consequences of default in payment apply. If the customer indefinitely stops its payments and/or a petition is filed for the institution of insolvency proceedings or judicial or extrajudicial composition proceedings against its assets, we shall also be entitled to withdraw from the contract for the not yet fulfilled part.
  • We are entitled to execute the outstanding deliveries or performances only against advance payments or security if circumstances become known after the conclusion of the contract which are likely to significantly reduce the customer's creditworthiness and jeopardize payment of our outstanding claims by the customer under the respective contract. If payment by instalments is agreed and an instalment is not paid in due time, the entire balance will be due for payment immediately.


Delivery

  • The deadlines and time periods indicated by the Seller are not binding, unless agreed otherwise in writing. The Seller is not responsible for delays of delivery due to Force Majeure or due to events which make the delivery considerably more difficult or impossible for the Seller, even if binding time periods and delivery deadlines have been agreed. Those events permit the Seller to delay the delivery or service for the duration of the hindrance, or to withdraw from the contract in full or in part in relation to that part that has not been fulfilled. The Seller is always permitted to carry out partial services or deliveries.
  • The start of the delivery period stated by the Seller is subject to the clarification of all technical questions. Compliance with the delivery obligation of the Seller shall further presuppose punctual and proper performance of the Buyer ‘s obligations. The right to the plea of non-performance of contract shall remain reserved.
  • Delivery of the Goods shall be made by the Buyer collecting the Goods at the Seller‘s premises at any time after the Seller has notified the Buyer that the Goods are ready for collection or, if some other place for delivery is agreed by the Seller, by the Seller delivering the Goods to that place. If the Buyer falls into arrears of acceptance of the Goods or culpably breaches other cooperation duties, the Seller shall be entitled to demand reimbursement of the costs incurred by the Seller to this extent, including all and any additional expenditure and other damages. The right of the Seller to further-reaching claims shall remain reserved.
  • If the Buyer fails to accept delivery on due date, he shall nevertheless make payment as if the delivery of the Goods had been accepted. The Seller shall arrange for the storage of the Goods at the risk and cost of the Buyer. If required by the Buyer, the Seller shall insure the Goods at the cost of the Buyer.
  • The Buyer acknowledges and agrees:
  1. That the buyer has had reasonable opportunity to inspect the Goods before signing the Seller’s delivery note. Hence, the signature by or on behalf of the seller shall be conclusive evidence of goods being inspected.
  2. That in circumstances where a sample of the Goods has been sown to the Buyer, the sale does not constitute a sale by sample.


Returns

  • Any return of Goods must be authorised by the Seller;
  • Authorised returns must be freight prepaid and will only be accepted if they are in saleable condition and (unless otherwise agreed) the Goods are returned within 30 days of supply;
  • Returns will not be considered after 30 days of invoice date;
  • Goods will only be considered for credit if they are returned in good condition, have not been fitted or installed, are in the original undamaged packaging (where applicable) and the original invoice number and date of supply are quoted;
  • Depending on the manufacturer a restocking fee may also apply to returned goods; and
  • Where electronic equipment has previously been installed, Seller reserve the right to refer that equipment to the manufacturer for inspection prior to consideration for any return.


Transfer of Risks

  • In the case of Goods to be delivered at the Seller ‘s premises (ex-works) the risk shall pass to the Buyer at that time when the Seller notifies the Buyer that the Goods are available for collection.
  • In the event of dispatch being impossible without culpability on the part of the Seller, the risk shall pass to the Buyer upon notification of availability for dispatch.
  • The risk of damage to or loss of the Goods shall pass to the Buyer as soon as the Goods have been handed over to the person carrying out the transportation, or as soon as the Goods have left the Seller‘s warehouse. This shall also apply when the Seller is assuming the transport costs.
  • The Buyer shall check the incoming Goods immediately after receipt. Complaints of any kind shall be ruled out if they are not made within 30 days after the receipt of the Goods.
  • Complaints or claims in relation to hidden defects which are difficult to discover in the course of the customary examination shall be addressed directly to the manufacturer.
  • Defects of part of the delivery shall not entitle the Buyer to make claims in relation to the entire commodities within a delivery.


Retention of Title

  • Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these conditions, the property in the Goods shall not pass to the Buyer until the Seller has received full payment of the price of the Goods and all other Goods agreed to be sold by the Seller to the Buyer for which payment is then due.
  • If the Buyer acts in breach of the contract, in particular in the case of payment default, the Seller shall have absolute authority to retake, sell or otherwise deal with or dispose of all or any part of the Goods in which title remains vested in the Seller;
  • Until such time as the property in the Goods passes to the Buyer (passage of ownership), the Buyer shall hold the Goods as the Seller‘s fiduciary agent, and shall keep the Goods properly stored, protected and insured at his own costs.
  • Until passage of ownership the Buyer shall be entitled to resell or use the Goods in the ordinary course of its business, but shall account to the Seller for the proceeds of sale or otherwise of the Goods including insurance proceeds, and shall keep all such proceeds separate from any moneys or properties of the Buyer and third parties.
  • If the Goods are processed or reshaped by the Buyer and if processing is done with Goods that the Seller has no property in, the Seller shall become co-owner of the new object in the ratio of the value of the object of purchase (final invoice amount excluding VAT). If the blending is done in such a way that Buyer ‘s object is to be regarded as the main object, it shall be deemed agreed that the Buyer assigns co-title to the Seller pro rata.
  • If third parties take up steps to pledge to otherwise dispose of the Goods, the Buyer shall immediately notify the Seller in order to enable the Seller to seek a court injunction. If the Buyer fails to do so in due time, he will be held liable for any damages caused.


Warranties

  • The Seller shall not be liable for the Goods being fit for a particular purpose unless otherwise agreed upon, to which the Buyer intends to put them.
  • Where the Goods have not been manufactured by the Seller or where the Seller is reselling Goods purchased from a third party, the Buyer may be entitled to enforce any warranties given by the third party to the extent permitted by law and subject to compliance by the Buyer  with any terms and conditions of the third party in connection there with.


Indemnity

The Customer shall indemnify and keep the Seller indemnified against any claim, action, suit or proceeding brought or threatened to be brought against the Seller by a third party in relation to the Seller’s performance of any Services, arising out of any act, omission or default (whether or not resulting from negligence) of any of the Customer’s obligations under these General Terms & Conditions and/or Specific Service Terms & Conditions, and to pay the Seller damages, costs and interest in connection with such claim, action, suit or proceeding.


Termination

  • If a default occurs then the seller shall in its sole discretion and without prejudice to any other right or remedy, be entitled:
  • To terminate the Agreement; and/or
  • To terminate any other contract between the Seller and the Buyer for the Supply of Goods and/ or services which have not been completely performed.
  • Such termination shall become effective either
  • When the seller gives written notice to the Buyer to that effect; or
  • When the seller reclaims the goods in the event of 1 (d).
  • Upon such termination
  • The Buyers obligation to make payment for any outstanding amounts remains under the Agreement until such time that all outstanding payments are made;
  • The seller shall be entitled to retain any payment already made by the Buyer; and
  • The Seller shall cease to be liable to supply any Goods or services to the Buyer under the Agreement or such other contracts.


Liability

  • General provisions: With the exceptions of gross negligence of the Seller and with the exception of personal injury, the Seller‘s liability is limited, for all claims of the Buyer in aggregate, to the value of goods & services received by the Buyer to the extent such have been paid by the Buyer at the date of the Buyer‘s claim. The Buyer warrants the waiver of liability from his insurers or from third party which have entered into separate contractual agreements with him, against the Seller or the Seller ‘s insurers beyond the limits and exclusions mentioned above.
  • Liability for errors in Buyers documents: The Seller is not liable for any damages due to the Buyer‘s or third party errors relating to the contract execution, nor damages resulting from the use of technical documents, data or other information provided by the Buyer containing errors undetected by the Seller.
  • Liability for consequential damages and/or intangible damages: Under no circumstances, the Seller shall be liable for damages consequential and/or indirect such as: operating loss of profit, commercial loss or any other consequential losses (including consequential and/or indirect damages for installation costs, transportation costs, handling fees, travel costs, etc.)


Force majeure

If the performance or observance of any or Our obligations is prevented, restricted or affected by reason of a force majeure event including: act of God; the outbreak of hostilities (whether or not accompanied by any formal declaration of war), riot, civil disturbance or acts of terrorism; strike, lock out, industrial dispute (whether affecting Us or our service providers personally or the industry or sector of which we are a part); fire, explosion, flood, inclement weather or natural disaster; the default of any suppliers under any material contracts to which We are a party; raw material shortage; derailment; breakdown of plant, transport or equipment; or any other cause beyond Our reasonable control; We may, in Our absolute discretion give prompt notice of that cause to You. On delivery of that notice We are excused from such performance or observance to the extent of the relevant prevention, restriction or effect.


Intellectual Property Rights

The material on our website, in our catalogues and advertising material is protected under Kenyan and international copyright and other laws governing the protection of Intellectual Property rights. Intellectual Property rights in images and trademarks and other content are owned by their respective owners. You must not deal with any material on the website, in our catalogues or advertising material in any way which infringes on the owners Intellectual Property rights without separate written permission from the content owner.


Privacy

  • We collect and use your personal information so that we can administer this agreement and exercise our rights should that become necessary. If you do not provide this information, we may not be able to provide you with the goods or services you require.
  • We may share your information with companies related to Us and third-party service providers (which may be overseas). Our Privacy Policy is available on our website. It contains information about how we handle your personal information, how you can access or correct it, how to make a complaint if you feel that we have not handled your personal information correctly and how we deal with complaints.


Severability and Variation

  • If any of the provisions of these General Terms & Conditions and/or Specific Service Terms & Conditions becomes invalid, illegal or unenforceable in any respect under any applicable law: -
  1. the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired; and
  2. the Parties shall negotiate in good faith in order to agree upon the terms of a mutually satisfactory provision to be substituted for the invalid, illegal or unenforceable provision which as nearly as possible gives effect to their intentions as expressed herein.
  • The Seller reserves the right to amend or supplement these General Terms & Conditions and/or Specific Service Terms & Conditions from time to time, and the Customer shall be bound to observe and comply with the amendment or supplement to these General Terms & Conditions and/or Specific Service Terms & Conditions.


Exclusion of rights of third parties

A person who is not a Party to these General Terms & Conditions and/or Specific Service Terms & Conditions has no rights to enforce any term of these General Terms & Conditions and/or Specific Service Terms & Conditions.


Governing terms and conditions

Copies of these terms and conditions are available on our website. We reserve the right to change these terms and conditions at any time. Updated terms and conditions will be posted on Our website.


Place of contract

This Agreement is governed by the laws of Kenya.

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