General Terms and Conditions

 

General

 

SRK’s terms and conditions are exclusively applicable to all Buyers (Clients) and Suppliers. The applicability of general terms and conditions applied by Buyer and Suppliers are herewith explicitly rejected.  The signatory (Buyer/Seller) to these terms and conditions warrants that he/she has legal capacity to bind the Buyer.

 

SRK from time to time is entitled to make changes to these General Terms and Conditions.

If any clause of these General Terms and Conditions is null and void or becomes null and void then the remainder of the General Terms and Conditions shall remain in force as far as possible and the relevant clause shall be replaced by a clause that reflects the intention of the original clause as much as possible.

 

1. Prices

         Buyers: Prices include value added; sales tax.

  1. For FoB (F-Class; Incoterms 2010) Sales, the buyer is additionally responsible for all costs arising from the management and carriage of the shipment from the time of receipt at Jomo Kenyatta International Airport (JKIA).
  2. For CIF (D-Class; Incoterms 2010) Sales, SRK will be responsible for costs up to delivery point as per defined Incoterm of sale. Products will be supplied upon presentation of an order in writing by the authorized Buyer representative.

 

Suppliers: The sale prices shall include the cost of goods and all pertinent taxes.

 

2. Suppliers Delivery

 

Supplies shall be made against a written SRK order/request issued by an authorized signatory. The Supplier warrants that the Supply will be provided in an efficient manner in accordance with the order or a subsequent written variation. The Supply will be of the highest standard and in accordance with the Company’s specifications (where those specifications are made known to the Supplier) or in the absence of such specifications, in accordance with applicable standards. The Goods will be free from defects in design, materials and workmanship and suitable for the relevant purpose of those Goods; and will be delivered within the agreed timelines. If the Supplier misses a delivery date, the Supplier is fully liable for any damage caused by late delivery, unless a late delivery has been explicitly confirmed by SRK.

 

3. Conditions for Seedlings, unrooted cuttings and Tissue Culture

General:

 

o Minimum quantities are one tray per variety

o Preferred tray type must have been discussed on placement of order

o Payment is one week before delivery

o Special plant treatment and sensitivity to any chemical must be mentioned on order

o All material delivered to SRK must be clearly labelled

 

Delivery of material for orders:

 

o Collection of ready orders is done by the customer from SRK

o Material for rooting, sowing (if customer supplies seeds) or tissue material must be delivered to SRK after one week advance notice

o SRK will notify the customer one week before delivery

 

Seedling Trials

Including Seeds:

o Trials are done in small quantities using seeds available from SRK. Generally, special ordering of seeds for trials is not possible.

 

Excluding Seeds:

o Trials can be done using seeds delivered by customers. SRK will calculate the price per tray excluding seeds. Germination / take rate is at customers’ risk. Customers pay for all trays used in the trial.

 

Seedlings Pre commercial / commercial

Including Seeds:

o Seeds are purchased specifically for the order. Seed price is included in the price per tray. If orders are cancelled, all purchased seeds must be paid by the customer. All remaining seeds are returned to the customer.

Excluding Seeds:

o Customer delivers the seeds for the order.  Seed price is excluded in the price per tray. Germination /take rate is at customers’ risk. Customers pay for all trays sown.

 

Unrooted cuttings

o Customer pays for all trays used for rooting.

o SRK must be informed if rooting powder is required and, if so, in what concentration.

 

Tissue Culture

o Plants must be delivered in agar.

o Customer pays for all trays used for rooting.

 

4. Invoicing & credit

 

Buyers: Invoices will be issued weekly.  All payments must be made less Withholding Tax.  No offsetting whatsoever is permitted, unless otherwise agreed with SRK in writing.

Suppliers: The Supplier shall issue an invoice to SRK for the Supply at the agreed frequency during the period in which Supply is provided and calculated by reference to the prices or other amounts specified in the Purchase Order.

Invoices must be in a form acceptable to the Company and must contain a brief description of the Supply provided.

Suppliers will be paid after delivery of the order.

 

5. Claims

 

Buyers FOB; Sales by SRK to the buyer shall be deemed to have been delivered and in good condition, unless the buyer has clearly listed the non-conformity in writing, within 24 hours from arrival at JKIA.

Buyers FH; Sales by SRK to the buyer shall be deemed to have been delivered and in good condition, unless the buyer has clearly listed the non-conformity in writing, within 24 hours from arrival at the designated delivery location.

 

6. Liability

Buyers: Upon acceptance by the freight agent or appointed recipient at JKIA of SRK products, all risks and title in the goods passes to the Buyer. The Buyer shall ensure that it takes out any insurance required to protect the goods from this point forward. The Buyer shall be deemed to have accepted the correctness of all invoices issued by SRK in respect of the quantity and prices levied in the invoices unless the Buyer has objected in writing to any such invoice within a period of twenty-four (24) hours of the time of receipt of such invoice. SRK shall not be liable to the Buyer for any loss of business, damages or losses whatsoever due to delays in delivery or non-availability of products ordered.

Suppliers: If SRK’s Supplier has not delivered the order within the predefined time, the supplier accepts fully that it is liable for SRK’s loss of profit, consequential loss and non-material damage. The Suppliers agrees to SRK’s right to terminate the Supplier’s agreement immediately and without cost and holds SRK harmless against claims, damages or liabilities.

7. Force majeure

 

Force majeure are defined as instances that prevent the fulfilment of the commitment and which cannot be attributed to SRK. If and insofar as these circumstances make fulfilment impossible or interfere unreasonably with the fulfilment this includes:

Terrorism, war, civil unrest, disaster, weather and suchlike.

  1. Strikes, unofficial strikes or political strikes in the Suppliers business.
  2. A general lack of required raw materials and other objects or services required for fulfilling the agreed performance.
  3. Unforeseeable general transport problems.
  4. Major changes to exchange rates, government measures, including import and export bans.
  5. Abnormal price increases for labour, raw materials and energy.
  6. Throughout the period of force majeure the SRK’s delivery and other obligations shall be suspended. The SRK also has the right to invoke force majeure if the circumstances that interfere with (further) fulfilment, occur after the SRK should have fulfilled its commitment.
  7. If the period, during which fulfilment of obligations by the SRK is not possible due to force majeure, lasts longer than two months then both parties are entitled to terminate the contract without there being an obligation to pay compensation in that case.
  8. If SRK has already fulfilled its obligations or is only able to partly fulfil its obligations when the force majeure occurs then the buyer confirms that the orders has been fulfilled and SRK is entitled to separately invoice for that which has already been delivered.

 

8. Termination

 

 Any impediment on the part of the Buyer, for whatever reason, which results in the contract not proceeding in full or in part, shall not release the Buyer from its obligation to pay the total price stated in the contract.

  1. If the contract between the SRK and the Supplier is terminated on the basis of this Article then the Buyer shall be bound to compensate the SRK in full, with the minimum compensation being payment of the full demonstrable costs incurred by and loss of profit suffered by SRK.
  2. The Buyer indemnifies SRK against all claims by third parties, including its suppliers, which arise from the termination of the contract.
  3. Without explicit written permission from SRK, the Buyer shall not suspend its payment obligation, nor shall he offset that which he owes against what he may be entitled to claim from the Supplier.

9. Disputes & costs

 

  1. The Buyer / Supplier agree to fully compensate SRK for any and all extra-judicial and judicial collection charges, including the costs of lawyers, bailiffs, collection agencies and other legal advisers that arise from any dispute between SRK and the Buyer / Supplier.
  2. Payments by the Other Party shall first be deducted from the costs of collection, then the interest that is owing and finally from the principal sum and the ongoing interest.
  3. If the Other Party has to pay several invoices then the payments shall be applied to these invoices in their due and payable order even if the Other Party states to the contrary.

10. Intellectual property

 

Copyrights and other intellectual and/or industrial property rights, trademarks are retained by SRK and /or are automatically transferred and assigned to SRK explicitly by any supplier (receiving party on any person on its behalf) who has worked under direct instruction ‘disclosure’ from SRK on said intellectual property. If the receiving party registers said intellectual property the receiving party explicitly agrees to assign at its own cost the intellectual property to SRK.

 

11. Governing law and jurisdiction

 

The agreement between SRK and the Buyer / Supplier is subject to the laws of the Republic of Kenya. Any dispute as to the interpretation of any provision in these terms and conditions shall be referred to arbitration as per the provisions of the Arbitration Act Number 4 of 1995 Laws of Kenya before a single arbitrator to be agreed on between the parties and in the failure of such an agreement appointed by the Chairman for the time being of the Chartered Institute of Arbitrators Kenya Branch. Any award by such a process shall be final and binding on all the parties.

 

 

 

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