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Terms and Conditions of Sale

TERMS AND CONDITIONS OF SALE

Definitions

“Conditions” means the standard terms and conditions of sale set out in this document and includes any special terms and conditions agreed in writing between Syngenta and Distributor.

“Delivery Date” means the date specified by Syngenta or agreed between Syngenta and the Distributor when the goods are to be delivered.

“Goods” mean the goods or articles (including any instalments of the goods any part thereof) which the Distributor agrees to buy from Syngenta.

“Price” means the price for the Goods excluding carriage, packaging, insurance, and VAT.

“Syngenta” means Syngenta East Africa Ltd.

“Distributor” means appointed distributor of Syngenta products.

Orders

Every purchase order shall be subject to individual and explicit acceptance by Syngenta before any obligation of Syngenta is created.

Conditions of Delivery

The product shall be delivered ex-works (EXW incoterms 2000) Syngenta unless otherwise stated on the order confirmation. Any duties, charges, taxes imposed in connection with the import of the product shall be borne by Syngenta.

Delivery Dates

Delivery dates are approximate dates. Delay in scheduled delivery shall not entitle Distributor to any claims against Syngenta and/or to cancel any purchase order. The agreed-on delivery dates shall be reasonably extended if Syngenta cannot prevent them despite using due care.

Risk

The risk of the Goods shall unless otherwise agreed in writing pass to the Distributor upon delivery to the Distributor or his agent or to a carrier commissioned by the Distributor.

Passing of property in the Goods

  1. The property in the goods specified on the front of this invoice or otherwise supplies to the Distributor SHALL NOT pass to the Distributor until full payment of the purchase price is effected by the Distributor to Syngenta.
  2. In the event of the Distributor defaulting in making payment of the purchase price or any part thereof as aforesaid within the period mentioned on the front side of this invoice or as otherwise agreed with Syngenta. Syngenta shall have the right to repossess the goods without warning to the buyer.
  3. Syngenta shall also be entitled to repossess the goods and to enter any premises where such goods may be kept and effect the removal therefrom if the Distributor being a company goes into liquidation or has a receiver appointed over its assets or compounds with its creditor or takes or suffers similar action in consequence of debt or being a person or persons shall become bankrupt or insolvent or enter into any arrangement with his/her or their creditors or take or suffer any similar action in consequence of debt.

Price

  1. The price shall be the price for the Goods ruling on the Delivery date unless otherwise agreed in writing. Any price indications or price lists are subject to alteration to the price ruling on the delivery date.
  2. The Distributor may not withhold payment of any invoice or other amount due to Syngenta by reason of any right of set-off or counterclaim which the Distributor may have or allege to have or for any other reason whatsoever.

Payments

Unless credit terms have been agreed between the parties, Products must be paid 30 (thirty) days after the date of invoice by Syngenta. If any payment is overdue, Syngenta shall be entitled to interest on the outstanding sum.

If invoices are not paid within the agreed timeframe, Syngenta is entitled to prohibit further sales with immediate effect and Distributor is prohibited from claiming any damages.

Alternatively, Syngenta has the option to demand from the Distributor a guarantee for the full purchase price in exchange for the delivery of the remaining products.

Force Majeure

  1. In the event that either party is affected by any circumstance beyond its reasonable control that prevents the punctual fulfilment by such Party of its obligation- other than the payment of money – in whole or in part, then such Party shall forthwith notify the other party of the nature and extent of such circumstance.
  2. Neither Party shall be deemed to be in breach of this Agreement, or otherwise be liable to the other Party, by reason of any delay in the performance, or non-performance is due to any circumstance beyond its reasonable control of which it has notified the other Party and the time for the performance of such obligation shall be extended accordingly. However, the Parties shall enter good faith discussions with a view to alleviate the effects of said circumstance or to agreeing upon such alternative arrangements as may be fair and reasonable.

Warranty and Claims

Distributor must inspect the Products immediately upon receipt. Any defects have to be notified in writing within seven days after receipt. Otherwise, the products purchased are deemed to be accepted and any warranty claims against Syngenta are excluded. Within the shelf-life of the products, defects which were not recognizable in the course of a customary explanation must be notified in writing immediately upon their discovery. Otherwise, the goods purchased are deemed to have been accepted and any warranty claims against Syngenta are excluded.

Provided the Products are proven to be defective and the Distributor has notified the defects as set out hereinabove, Distributor shall be entitled to free replacement of the defective Products.

Warranty claims are conditioned on Distributor’s prior performance of all and any of its own obligations. Any other warranty claims against defects of the Products are expressly excluded.

Severance

If any of these terms or conditions is or becomes for any reason wholly or partly invalid that term or condition shall to extent of the invalidity be severed from the contract without prejudice to the invalidity be severed from the contract without prejudice to the continuing force and validity of the remaining conditions.

Jurisdiction

Notwithstanding any implication of law to the contrary, any contract between the Distributor and Syngenta pursuant to these Conditions shall be deemed to be made and construed and to be subject to the jurisdiction of the Republic of Kenya.

Revision date

These terms and conditions were last modified in March 2021