STANDARD TERMS AND CONDITIONS OF SALE
Sanata Women’s Group
In this document the following words and expressions shall have the following meanings:
1.1 "Buyer" means the person or organisation who buys the Goods
1.2 "Consumer" has the meaning given to that term by Section 2 of the Consumer Protection Act 2012
1.3 "Goods" means all or any articles to be supplied by the Seller to the Buyer
1.4 "Intellectual Property Rights" means all patents, registered or unregistered designs, copyright, trade marks, know-how,and all other forms of intellectual property wherever in the world enforceable
1.5 "Price" means the Seller's recommended retail price for the Goods as notified by the Seller to the Buyer and amended from time to time
1.6 "Seller" means [The Sanata Charitable Trust of PO Box 150, Gilgil, registered and domiciled in Kenya as a trust under the Trustee Act CAP 164]
1.7 "Terms and Conditions" means the terms and conditions of sale set out in this document together with and as varied by any additional or particular terms and conditions notified in writing by the Seller to the Buyer
2.1 The Terms and Conditions shall apply to all sales of Goods by the Seller to the Buyer to the exclusion of all other terms and conditions referred to, offered or relied on by the Buyer whether in negotiation or at any stage in the dealings between the parties, including any standard or printed terms tendered by the Buyer, unless the Buyer specifically states in writing, separately from such terms, that it wishes such terms to apply and this has been acknowledged by the Seller in writing.
2.2 Acceptance of delivery of any Goods shall be conclusive evidence of the Buyer's acceptance of the Terms and Conditions
2.3 Nothing in these Terms and Conditions shall affect the buyer's statutory rights as a Consumer
2.4 Any variation to these Terms and Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by the Seller
3.1 The price payable for the Goods shall be the Price unless otherwise agreed in writing between the parties.
3.2 The Price is exclusive of VAT (if any), the costs of delivery of the Goods and any other applicable costs, all of which shall be payable by the Buyer if applicable
3.3 Credit terms are not available , save at the sole discretion of the Seller and subject only to prior satisfactory credit vetting of the Buyer.
3.4 The Buyer must pay the Price in full in advance of or on delivery of the Goods.
3.5 The Seller may, at its discretion, require part payment of the Price by way of deposit before commencing production of the Goods
3.6 The Seller shall be entitled to charge interest on unpaid invoices from the date on which payment fell due from day to day until the date of actual payment at a rate of 8% per annum.
3.7 If payment of the Price or any part thereof has not been made by the due date, the Seller shall be entitled to require payment in advance of delivery in respect of any Goods then undelivered, and/or refuse to make delivery of any undelivered Goods without incurring any liability whatsoever to the Buyer for non delivery or delay.
Any description given or applied to the Goods is given by way of identification only and the use of such description does not constitute a sale by description. For the avoidance of doubt, the Buyer hereby affirms that it does not in any way rely on any description in entering into the contract with the Seller.
6.1 Unless otherwise agreed in writing, delivery of the Goods shall take place at the address nominated by the Buyer on or as close as reasonably possible to the date agreed between the parties. the Buyer shall make all arrangements necessary to take delivery of the Goods whenever they are tendered for delivery.
6.2 If the Seller is unable to deliver the Goods due to actions or circumstances within the control of the Buyer, then the Seller shall be entitled to place the Goods in storage until such time as delivery may be effected and the Buyer shall pay on demand all expenses incurred in connection with such storage and further delivery costs.
6.3 Any damaged Goods, shortfall, over deliveries or duplicated orders must be reported in writing by the Buyer to the Seller within 14 days of delivery to enable replacement or refund
Risk in the Goods shall pass to the Buyer immediately upon delivery of the Goods. If the Buyer elects to collect the Goods from the Seller, then risk will pass to the Buyer when either the Goods are handed over to the Buyer or are set aside for collection by the Buyer, whichever shall occur first.
Title in the Goods shall pass to the Buyer upon the later of
8.1 delivery of the Goods to the Buyer; and/or
8.2 collection of the Goods by the Buyer; and/or
8.3 the Seller receiving full payment of the Price
9 RETURN OF GOODS
All Goods are sold on a firm sale basis i.e the Seller shall not have to take back any Goods not required by the Buyer or (if purchased by the Buyer for resale) unsold by the Buyer, in the absence of the Seller's prior written agreement to such arrangement.
10.1 The Seller shall not be liable for any loss or damage suffered by the Buyer arising out of this contract in excess of the contract price.
10.2 Nothing contained in these Terms and Conditions shall be construed so as to limit or exclude the liability of the Seller for death or personal injury as a result of the Sellers negligence or that of its employees or agents
All Intellectual Property Rights in the Goods and/or produced from or arising as a result of the performance of the contract between the Buyer and the Seller shall, so far as not already vested, become the absolute property of the Seller, and the Buyer at its own expense shall take all actions reasonably necessary to ensure that such rights vest in the Seller by the execution of appropriate instruments or the making of agreements with third parties.
The Seller shall not be liable for any delay or failure to perform any of its obligations if such delay or failure results from circumstances or events outside the Sellers reasonable control, including but not limited to acts of God, strikes, lock-outs, accidents, war, fire, acts of terrorism, breakdown of plant or machinery or shortage or unavailability of raw materials, and the Seller shall be entitled to a reasonable extension of time for the performance of its obligations.If the delay persists for such time as the Seller considers unreasonable, it may, without further liability on its part, terminate the contract by giving written notice to the Buyer.
Nothing contained in these Terms and Conditions shall be construed as establishing or implying any partnership or joint venture between the parties and nothing in these Terms and Conditions shall be deemed to construe either of the parties as the agent of the other.
The contract between the Buyer and the Seller for the sale of the Goods shall not be assigned or transferred nor the performance of any obligation be subcontracted by the Buyer without the prior written consent of the Seller.
The failure by either party to enforce at any time or for any period any one or more of the Terms and Conditions shall not constitute a waiver of them or the right at any time subsequently to enforce all Terms and Conditions.
If any term or provision of these Terms and Conditions is held invalid or illegal or unenforceable for any reason by any court of competent jurisdiction, such term or provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if these Terms and Conditions had been agreed with the invalid illegal or unenforceable provision eliminated.
This contract shall be governed by and construed in accordance with the laws of Kenya and the parties hereby submit to the exclusive jurisdiction of the Kenyan courts.