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STANDARD TERMS AND CONDITIONS OF SALE

These Standard Terms and Conditions of Sale apply to all quotations, offers, orders, agreements and supplies made by Pearl Chips Ltd. By placing an order, the client accepts these terms and expressly waives the applicability of any of its own general or special purchasing conditions unless Pearl Chips Ltd has expressly agreed to such conditions in writing and signed by an authorized representative before performance.

Prices and Taxes

All quotations and prices are exclusive of VAT and any other applicable taxes, duties, levies, customs charges or governmental fees unless expressly stated otherwise.

Any increase in taxes, duties, freight costs or other governmental charges occurring after the quotation date may be charged to the client.

Withholding Taxes

Where local legislation requires the client to withhold tax from payments due to Pearl Chips Ltd, the client shall be solely responsible for:

  • withholding and remitting such tax to the relevant tax authority;
  • providing Pearl Chips Ltd with the official tax withholding certificate or other satisfactory evidence of payment.

The amount invoiced by Pearl Chips Ltd shall remain payable in full. Any withholding tax or additional tax burden shall be borne entirely by the client unless otherwise agreed in writing.

Delivery, Risk and Retention of Title

Unless otherwise agreed in writing, deliveries shall be made in accordance with the applicable Incoterms® 2020 specified in the quotation, order confirmation or invoice.

Any delivery dates communicated by Pearl Chips Ltd are estimates only. Pearl Chips Ltd shall use reasonable efforts to meet agreed delivery schedules but shall not be liable for delays.

Risk of loss or damage passes to the client in accordance with the agreed Incoterm or, where no Incoterm applies, upon delivery or collection of the goods.

Ownership of the goods shall remain vested in Pearl Chips Ltd until full payment has been received for all amounts due relating to those goods.

Until ownership has passed, the client shall:

  • keep the goods separately identifiable;
  • properly insure the goods against loss and damage;
  • not pledge or otherwise encumber the goods.

Pearl Chips Ltd shall be entitled to recover the goods if payment is overdue.

Inspection, Claims and Returns

The client shall inspect the goods immediately upon delivery.

Any claim relating to shortages, visible defects or non-conformity must be submitted in writing by registered mail or another verifiable method within 48 hours after delivery.

Failure to notify Pearl Chips Ltd within these periods shall constitute unconditional acceptance of the goods.

No goods may be returned without Pearl Chips Ltd's prior written authorization.

Warranty

Unless expressly agreed otherwise in writing, Pearl Chips Ltd warrants only that the goods substantially conform to the agreed specifications at the time of delivery.

Except for this limited warranty, all other warranties, whether express or implied, including warranties of merchantability or fitness for a particular purpose, are excluded to the maximum extent permitted by applicable law.

Performance and Limitation of Liability

Pearl Chips Ltd shall perform its obligations with reasonable care and skill but does not guarantee any specific commercial result or outcome.

To the fullest extent permitted by law, Pearl Chips Ltd's total aggregate liability arising out of or relating to any agreement shall not exceed the amount actually paid or payable by the client for the specific goods or services giving rise to the claim.

Pearl Chips Ltd shall under no circumstances be liable for:

  • indirect damages;
  • consequential damages;
  • special or punitive damages;
  • loss of profits;
  • loss of business;
  • loss of production;
  • loss of contracts;
  • loss of goodwill or reputation;
  • loss of data.

Nothing in these Terms excludes liability for death or personal injury caused by Pearl Chips Ltd's proven negligence where such exclusion is prohibited by law.

Suspension and Termination

Pearl Chips Ltd may suspend deliveries or terminate any outstanding order immediately if the client:

  • fails to pay any amount when due;
  • becomes insolvent or enters bankruptcy proceedings;
  • ceases business operations;
  • materially breaches these Terms.

Such suspension or termination shall not affect the client's obligation to pay for goods already delivered or services already performed.

Force Majeure

Pearl Chips Ltd shall not be liable for any delay or failure to perform resulting from events beyond its reasonable control, including but not limited to:

  • acts of God;
  • war;
  • terrorism;
  • civil unrest;
  • strikes;
  • lockouts;
  • transport disruptions;
  • governmental restrictions;
  • epidemics or pandemics;
  • shortages of raw materials;
  • energy shortages;
  • supplier failures.

Performance shall be suspended for the duration of the force majeure event without liability.

Intellectual Property

All intellectual property rights relating to quotations, specifications, product information, technical documentation, packaging designs, trademarks and other materials supplied by Pearl Chips Ltd remain the exclusive property of Pearl Chips Ltd.

Nothing contained in these Terms transfers any intellectual property rights to the client.

Confidentiality

The client shall treat as confidential all commercial, financial and technical information received from Pearl Chips Ltd and shall not disclose such information to third parties without Pearl Chips Ltd's prior written consent.

Compliance with Laws

The client shall comply with all applicable laws and regulations relating to anti-bribery, anti-corruption, international trade sanctions, export controls and import regulations.

Pearl Chips Ltd reserves the right to refuse performance where compliance with such laws would be violated.

Payment Terms

Invoices are payable before delivery of the goods unless another payment term is expressly stated on the invoice or order confirmation.

Payments shall be made in the currency stated on the invoice without deduction, set-off or counterclaim.

If payment is not received by the due date:

  • a late payment charge equal to ten percent (10%) of the outstanding amount may become effective;
  • statutory or contractual interest may accrue on the outstanding balance until payment in full;
  • Pearl Chips Ltd may suspend further deliveries without notice.

If an invoice remains unpaid for more than sixty (60) days after its due date, Pearl Chips Ltd may appoint debt collection agents or commence legal proceedings.

All reasonable legal, judicial and collection costs incurred in recovering outstanding amounts shall be borne by the client.

Notices

Any notice required under these Terms shall be given in writing by email, courier or registered mail and shall be deemed received on the date of delivery or confirmed transmission.

Governing Law and Jurisdiction

These Terms and all agreements between the parties shall be governed exclusively by the laws of Uganda.

The parties shall first seek to resolve any dispute amicably.

If no settlement has been reached within thirty (30) days, the dispute shall be submitted exclusively to the competent courts of Uganda.

Entire Agreement

These Terms constitute the entire agreement between the parties concerning the sale of goods and services by Pearl Chips Ltd and supersede all prior negotiations, understandings and agreements relating thereto.

Severability

If any provision of these Terms is found to be invalid, illegal or unenforceable, the remaining provisions shall remain in full force and effect.

Waiver

No failure or delay by Pearl Chips Ltd in exercising any right shall constitute a waiver of that right.

Any waiver shall only be valid if made in writing and signed by an authorized representative of Pearl Chips Ltd.

Language

These Standard Terms and Conditions are drafted in the English language. If they are translated into another language, the English version shall prevail in the event of any inconsistency.