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STANDARD TERMS AND CONDITIONS OF SALE


These terms and conditions apply to all quotations, orders and supplies by Pearl Chips. The client expressly waives any of its own general or special conditions of purchase; any deviation from these terms is effective only if agreed in writing and signed by an authorized representative of Pearl Chips prior to performance.

Prices and VAT

    • Quoted prices are exclusive of applicable taxes, duties and levies (including VAT) unless otherwise stated. Any increase in taxes, duties or costs after quotation date may be charged to the client.

Withholding Taxes

  • If local law requires withholding tax on payments to Pearl Chips, the client is responsible for withholding and remitting such tax to the relevant authorities and for providing Pearl Chips with official documentation evidencing payment of the tax. Pearl Chips’s invoiced amount remains due in full; any withholding or additional tax costs are the client’s responsibility unless expressly agreed in writing.

Delivery, Risk and Title

  • Delivery dates are estimates only. Pearl Chips will use reasonable efforts to meet agreed schedules but shall not be liable for delays. Risk of loss or damage to goods passes to the client on delivery (or at the point of collection if applicable). Title to goods remains with Pearl Chips until payment in full of all sums owing in respect of those goods.

Performance and Liability

  • Pearl Chips will supply goods and services with reasonable care and skill but does not guarantee specific results. Except in the case of death or personal injury resulting from Pearl Chips’s proven negligence, Pearl Chips’s total liability for any claim arising out of or in connection with the supply of goods or services shall be limited to the total amount paid or payable by the client for the specific goods or services giving rise to the claim.
  • Pearl Chips shall not be liable for indirect, consequential, special or punitive damages, including loss of profit, loss of business or loss of reputation.

Claims and Returns

  • All claims relating to obvious defects, shortages or non-conformity must be notified to Pearl Chips in writing and sent by recorded delivery to Pearl Chips’s registered office within eight (8) days of delivery of the goods or completion of the services. Failure to notify within this period shall constitute unconditional acceptance of the goods or services.

Suspension and Termination

  • Pearl Chips may suspend performance or terminate outstanding orders if the client fails to pay amounts when due, becomes insolvent, or breaches material obligations under these terms and conditions. Suspension or termination does not relieve the client of its payment obligations for goods delivered or services performed.

Force Majeure

  • Pearl Chips will not be liable for any delay or failure to perform caused by circumstances beyond its reasonable control, including but not limited to acts of God, war, strikes, blockades, pandemics, or shortages of raw materials. Performance times will be extended by the period of the disruption.

Governing Law and Dispute Resolution

  • These terms and all contracts between the parties are governed exclusively by the laws of Uganda. Parties shall first seek to resolve disputes amicably; if unresolved within 30 days, disputes may be referred to the competent courts of Uganda.

Miscellaneous

    • Invoices are payable within 21 working days from invoice date unless a different payment term is expressly stated on the invoice or order confirmation. Payment must be made in the currency stated on the invoice.
    • If payment is not received by the due date, Pearl Chips may charge interest equal to 10% of the outstanding amount as a fixed late payment fee. Pearl Chips may suspend deliveries or services without further notice until payment is received.
    • If an invoice remains unpaid more than sixty (60) days after the due date, Pearl Chips may instruct a debt collection agent or commence legal proceedings. All reasonable collection and legal costs incurred by Pearl Chips in recovering overdue amounts shall be payable by the client.

If any provision of these terms is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. No waiver of any provision is effective unless in writing and signed by an authorized representative of Pearl Chips.