1. Interpretation

    1.1 In these Terms and Conditions:

    • “Buyer” means the legal person(s) specified in the Order.
    • “Delivery Address” means the address specified in the Order for delivery of the Goods.
    • “Delivery Date” means the date(s) specified in the Order.
    • “Goods” means the items, details, and specifications (including any instalments of the goods or any part of them) described in the Order.
    • “Price” means the price payable for the Goods as stated in the Order and subject to these Terms.
    • “Order” means the Buyer’s purchase order to which these Terms are annexed.
    • “Specification(s)” includes any plans, drawings, data, or other information relating to the Goods as specified in the Order.
    • “Terms” means the standard terms of purchase set out in this document.
    • “Vendor” means Chiromo Fertilizer Limited.
    • “Writing” and any similar expression includes electronic mail and comparable means of communication.

    1.2 Any reference in these Terms to a statute or provision of a statute shall be construed as a reference to that statute or provision as amended, re-enacted, or extended at the relevant time.

    2.Basis of Purchase

    2.1 Each Order constitutes an agreement by the Vendor to sell the Goods in the quantities and at the Price stated in the Order, subject to these Terms. 2.2 No variation of the Order or these Terms shall be binding unless agreed in Writing between the authorised representatives of the Vendor and the Buyer. 2.3 Any prior understandings, agreements, promises, or obligations, whether oral or written, express or implied, are hereby superseded and extinguished by these Terms. 2.4 The Vendor shall not be liable for the purchase of any goods except those contained in the Order issued by Chiromo Fertilizer Limited. 2.5 Unless otherwise stated in the Order, the Buyer shall pay all taxes and third-party expenses imposed on or in connection with the transaction contemplated by this agreement, in addition to the Price set forth in the Order.

    3.Price and Payment

    3.1 The Price for the Goods is stated in the Order and, unless otherwise stated, shall be: (a) Exclusive of any applicable value-added tax (VAT), which shall be payable by the Buyer subject to receipt of a VAT invoice; and (b) Exclusive of all charges for packaging, packing, shipping, carriage, insurance, and delivery of the Goods to the Delivery Address, as well as any duties, imposts, or levies other than VAT. 3.2 The Vendor reserves the right to increase the Price by giving prior notice in Writing to the Buyer.

    3.3 Unless otherwise stated in the Order, the Buyer shall settle payment for the Goods prior to receipt or upon presentation of the Vendor’s proper invoice. 3.4 Delayed payments will be subject to 3% interest per month. 3.5 The Buyer shall pay interest at a rate of 3% per month on all overdue amounts until full payment is made. 3.6 Notice on Payment Terms and Additional Costs: Please note that any additional costs incurred due to delayed payments—including but not limited to debt collector, legal, or auctioneer fees—will be passed on to the Buyer. 3.7 By accepting this invoice and the associated Goods, the Buyer acknowledges and agrees to these terms.

    4.Delivery, Title, Risk, and Loss

    4.1 Unless otherwise specified in the Order, the Goods may be collected by the Buyer from the Vendor’s premises (Ex-Factory) or delivered to the Buyer’s specified Delivery Address. The method of delivery shall be specified by the Buyer and confirmed in the invoice. 4.2 For Goods collected Ex-Factory, risk of loss passes to the Buyer upon collection. For Goods delivered to the Buyer, risk of loss passes to the Buyer upon delivery to the specified Delivery Address.

    4.3 Delivery dates provided are approximate, and the Vendor shall not be liable for any losses, damages, penalties, or expenses for failure to meet these dates. 4.4 Title in the Goods shall not pass to the Buyer until the Vendor has received full payment of the Price.

    5.Inspection and Non-Conforming Goods

    5.1 The quantity, quality, and description of the Goods shall conform to the Order. If no Specification is provided, Chiromo Fertilizer Limited’s specification shall apply. 5.2 The Vendor shall comply with all applicable laws and regulations of the Republic of Kenya regarding the manufacture, packaging, and delivery of the Goods. 5.3 The Buyer shall inspect the Goods within seven (7) days of receipt. After this period, the Goods will be deemed accepted.

    5.4 If the Goods do not comply with the Specifications, and the Buyer informs the Vendor in Writing within seven (7) days of delivery, the Vendor shall take steps to ensure compliance. If the Buyer fails to notify the Vendor within this period, the Goods shall be deemed accepted. 5.5 Only bales containing non-conforming Goods shall be returned to the Vendor at the Vendor’s expense, but risk of loss shall remain with the Buyer until delivery of the non-conforming Goods to the Vendor.

    6.Warranties, Liabilities, Indemnities, and Limitations

    6.1 The Goods are sold “as is,” and the Vendor disclaims all warranties on quality, whether express or implied, including warranties of merchantability and fitness for a particular purpose. 6.2 The Vendor’s liability for non-conforming Goods shall not exceed 5% of the Price paid for such Goods. 6.3 No action relating to these Terms may be commenced more than 12 months after the claim could have reasonably been discovered.

    7.Force Majeure

    The Vendor shall not be liable for delays or failure to perform due to causes beyond its reasonable control, including but not limited to Acts of God, war, strikes, or governmental actions.

    8.Confidentiality

    The Vendor and Buyer shall keep all technical or commercial know-how, specifications, and designs confidential and shall not disclose them without prior consent.

    9.Termination

    9.1 The Vendor may terminate the Order if the Buyer breaches these Terms or becomes insolvent. The Buyer shall compensate the Vendor for work-in-progress at the time of termination.

    10.Applicable Law and Dispute Resolution

    These Terms shall be governed by and construed in accordance with the laws of the Republic of Kenya. Any disputes shall be referred to arbitration in Kenya.

    11.Miscellaneous

    11.1 The Buyer may not assign or transfer any rights under these Terms without prior Written consent. 11.2 Notices under these Terms shall be in Writing and sent to the registered office or principal place of business of the receiving party.

    Chiromo Fertilizer Ltd