Terms and Conditions of Sale
These conditions of sale represent the standard terms for Carst & Walker (East Africa), part of Hobart Enterprises Limited Group of companies.
1. Deliveries refused etc.
Should the buyer neglect or refuse to take delivery of the whole or any instalment of the goods deliverable under this contract, or to pay at due dates, or to give guarantee for the price of any goods as required by the Sellers, or should they become bankrupt, insolvent, compound, or attempt to compound, with their creditors, commit any act of bankruptcy, or fail to meet liabilities as they become due, then (notwithstanding the provisions of clause 2 hereof), the Sellers may at their option determine the contract and retain any undelivered goods without indemnity to the Buyers, but without prejudice to any claim for damages which the Sellers may have against the buyers for the foregoing or any other breach of this contract and/or the Sellers may resell the undelivered goods or any part thereof provided always that any loss arising upon such resale between the price agreed to be paid by the Buyers and the price realised by the Sellers after deduction of all costs and expenses of such resale shall be paid by the Buyers to the Sellers.
2. Separate Deliveries
Each instalment of goods deliverable under this contract is to be treated as sold under a separate contract and any default by the Sellers in respect of any instalment or part thereof shall not entitle the Buyers to repudiate the contract with regard to any instalments remaining deliverable
The price stated on this contract will remain firm until 30 days notice given by the Sellers in writing to the Buyers varying such price. Such notice may be given at any time during the contract. If the Buyers are not prepared to accept an increase in price so notified to them they shall have the right, to be given in writing 30 days of Sellers notice varying the price to cancel the undelivered portion of this Contract. The price is exclusive of VAT which shall be at the rate ruling on the date of VAT invoice.
4. Payment and Guarantee
Unless otherwise stated in this contract all terms are strictly net 30 days from date of statement, and we charge 2% per month interest on overdue accounts.
5. Delivery, Risk and Insurance
In a CIF sale the Sellers shall provide a policy of marine insurance or a certificate that insurance has been affected on customary terms (including war risk) with underwriters of good repute for the invoice CIF value of the shipment plus an imaginary profit of 10 per cent of the said invoice value. In an FOB/CFR sale the Buyers shall make their own insurance and shipping arrangements and shall be responsible for any demurrage and/or other charges incurred due to any delay in the ship berthing or its failure to receive the cargo.
Where goods are delivered by the Seller within Kenya the Seller shall insure the goods for their invoice value. Where goods are delivered to the Buyer at the Seller’s address it is the Buyers responsibility to arrange insurance and the risk in the goods shall pass to the Buyer upon delivery of the goods.
Traffic consigned in Sellers trucks or tanks must be promptly discharged or unloaded by the Buyers. Any delay in the return of the vehicle will render the Buyers liable to a charge for demurrage equivalent to that incurred by Sellers.
7. Taxes and Duties
The prices specified in this contract are exclusive of any Export or Import Duty or any other tax which shall be for Buyers account unless specifically stated otherwise.
8. Exceptions, Delays etc.
In case of war, threatened war, insurrection or civil commotions, restraints of princes, rulers and people, Government restriction, action of interference, the Seller shall have the right to suspend or to cancel partly or entirely any deliveries under this War shall be armed conflict whether or not there is any formal declaration by any parts to the conflict.
The Sellers shall not be responsible for delays or failure to deliver arising from ‘force majeure’, strikes, lock-outs, restriction of output, holidays, accidents, fire, frost, floods or other causes, accidents or hindrances of what kind so ever beyond the control of the Sellers intervening, preventing, hindering, interfering with or affecting production, delivering, loading or discharging.
The occurrence of any of the causes specified in sub-clauses (b) gives the Sellers the right at any time to suspend or cancel partly or entirely any deliveries under the contract.
Any deliveries suspended shall be taken by the Buyers at the same rate of delivery as is herein specified, the time of delivery being prolonged in the tuna lost b:, such suspension.
Cancellation partly or entirely or suspension by Sellers shall not prejudice their right to recover all monies then due and owing.
9. Title to Goods
Title to the goods supplied under this contract remains with us until payment in full for them and all other goods supplied by us has been received.
10. Inspection of Goods
The goods shall be supplied in accordance with the description contained in the Seller’s specification. The Buyer shall inspect the goods on delivery and notify the Seller of any alleged defect, shortage in quantity or damage in accordance with clause 11 below.
Notification of claims of any nature whatsoever must reach the Seller in writing within 30 days of delivery of the whole or any instalment of the goods to the stipulated point of delivery. Seller’s liability shall be limited to replacement of goods. The Seller may at its discretion refund the price upon return of the goods to the Seller, such return to be made at the Seller’s expense. The Seller shall be under no liability whatsoever to the Buyer for any indirect loss and/or expense (including loss of profit) suffered by the Buyer arising out of a breach by the Seller of this contract.
This contract is made subject to the laws of Kenya and any dispute arising under this contract shall if necessary be referred to Arbitration in Kenya by two Arbitrators, one to be appointed by each party, and an Umpire in accordance with any statutory requirements or re-enactment thereof for the time being in force.