Conditions

Conditions

-ULTRAVETIS EAST AFRICA LIMITED-

ONLINE PURCHASING-TERMS AND CONDITIONS

The following terms and conditions (the "Standard Terms") shall be deemed to be incorporated into your online purchase (the "Purchase"). By making your Purchase with us online you signify your agreement to be bound by these terms.

  1. DEFINITIONS
  • In this Contract (except where the context otherwise requires) the following words shall have the following meanings:

"Customer's Website" the worldwide Internet website of the Customer;

"Customer" a person making a booking directly with the Company;

"Company" Ultravetis East Africa Limited and includes its agent(s), successors in title or assigns as the case may be;

"Contract" the agreement between the Customer and the Company comprising the Standard Terms and the Purchase;

"Internet"the global collection of interconnected computer networks including without limitation the World Wide Web, and any subset thereof, accessible to users by any means whether now known or hereafter invented;

"Law" any law, statute, statutory provision, subordinate legislation, rule, regulation, direction, guideline, or code (whether having the force of law or not) of any governmental or regulatory authority or agency;

"Product(s)"any goods or products of the Company purchased by a Customer(s) on the Company’s website;

  • In this Contract (except where the context otherwise requires): a) the clause headings are included for convenience only and shall not affect the interpretation of this Contract; b) any reference to "persons" includes individuals, firms, partnerships, companies, corporations, associations, organisations, foundations and trusts (in each case whether or not having separate legal personality); c) use of any gender includes the other genders; and d) any reference in this Contract to any Law shall be construed as referring to such Law as the same may from time to time be amended, modified, extended, varied, superseded, replaced, substituted or consolidated.

 

  1. Placement of orders
  • By making a purchase of a product(s) with the Company, the Customer accepts in full the Contract.The Contract is non-cancellable or capable of being amended unilaterally by the Customer;
  • The Customer will provide the full description for the Product(s) under purchase through the online procedure and in accordance with the Company's policies in effect from time to time, including without limitation such technical specifications and format guidelines as to the composition of Products as the Company may specify from time to time. The Company reserves the right to edit and/or modify all or any part of the Products ordered by the Customer where there is an obvious error in the phase of the description prior to processing an order and the Customer hereby expressly authorises the Company to make such changes as it deems necessary. If the Customer provides such description or order in a form different from that specified by the Company, then the Customer will be responsible for any consequential loss and such loss will not affect the Customer’s obligation to pay in accordance with paragraph 4 below.
  1. Processing of orders
  • The Company’s delay in processing an order(s) for whatever reason shall not affect the Customer’s obligations under the Contract.
  • All Purchases are accepted on the understanding that they will be paid for at the rates in force on the due date for payment subject to paragraph 5 below.
  • The Company reserves the right at any time, in its sole discretion and without liability to the Customer, to reject, cancel or decline any purchase or order. Where the purchase or order has been declined by the Company then the Customer shall be notified by the Company and the Company shall have no liability to the Customer for such rejection. Where the purchase or order has been rejected then in such circumstances the Company shall notify the Customer within seven (7) days of such rejection. Any acceptance by the Company of an order or purchase shall not be deemed to constitute an acceptance by the Company that such an order is provided in accordance with the Contract nor shall it constitute a waiver of the Company's rights hereunder.
  1. Terms of Payment
  • The Customer will be invoiced by the Company or the Company's appointed agent for this purpose on the date that the Customer makes a purchase online (unless the purchase is rejected pursuant to paragraph 3.3 above in which event no invoice will be issued).
  • Payment shall be remitted in full immediately Or on such other date stated in the invoice and in cleared funds free of any deduction(s), set-offs or counterclaim.
  • All payments referred to in this Contract are stated exclusive of value-added tax and all other similar taxes and duties payable in respect of such payments. The Customer shall pay to the Company at the time that the payment becomes due an amount equal to the value-added tax, properly chargeable upon such payment. The Company shall provide the Customer with a value-added tax invoice in respect of the payment.  Reference in this paragraph 4.3 to "payments" include non-cash consideration and expressions bearing the same meaning shall be construed accordingly.
  • If the Customer fails to pay the full amount due pursuant to this Contract by the due date, the Company shall be entitled to charge interest on the overdue amount payable by the Customer immediately on demand from the due date up to the date of actual payment after as well as before judgment at the rate of five per cent (5%) compounded each month.
  • In the event of any failure by the Customer to make payment, the Customer will be responsible for all expenses (including legal fees) incurred by the Company or its agents in collecting such amounts.
  1. Change of conditions
  • The Company shall endeavour to give a minimum of four (4) weeks' notice in respect of changes to these Standard Terms but reserves the right to make such changes at shorter notice.
  • Special conditions may be announced from time to time.
  1. Limitation of Liability
  • The Company does not accept liability for any delay in delivery, loss or damage to Products.
  • The Company shall not be liable in contract, tort (including negligence) or for breach of statutory duty or in any other way for: a) any loss arising from or in connection with loss of revenues, profits, contracts, or business or failure to realise anticipated savings; b) any loss of goodwill or reputation; or c) any indirect or consequential losses, in each case suffered or incurred by the Customer arising out of or in connection with any matter under this Contract.
  • Nothing in this paragraph 6 shall limit the Company's liability for loss or damage resulting from the Company's wilful neglect.
  1. Customer's Representations; Indemnification
  • The Customer represents, warrants and undertakes to the Company that:
  • It has the power and authority to enter into the Contract and grant all rights granted or purported to be granted and fully perform its obligations hereunder;
  • No order shall cause an adverse effect on the operation of the Customer’s Website; and
  • it has or will have obtained prior to placing the order(s) all necessary rights, consents, licenses, and clearances from the relevant government agencies or authorities as relates to dealing in the Products under purchase.
  • The Customer shall indemnify on demand and hold harmless the Company from and against any and all losses, demands, claims, damages, costs, expenses (including consequential losses and loss of profit and legal costs and expenses and value-added tax thereon) and liabilities suffered or incurred, directly or indirectly, by the Company in consequence of any breach, non-performance or non-observance by the Customer of any of its agreements, obligations, warranties, representations and undertakings contained in this Contract.
  • Paragraph 7 shall continue in full force and effect notwithstanding any suspension or termination of this Contract.
  1. Publicity and information concerning Materials

 The Customer shall not without the prior consent of the Company claim any association with the Company or use the Company's name, mark or logo or otherwise refer to the Company or its services or publish any information in connection with any of the Company’s products, whether the subject of purchase or not.

  1. Termination
  • The Company may bring this Contract to an end and/or require payment of any amounts due under this Contract (without prejudice to its other rights and remedies) with immediate effect by written notice to the Customer if:

 

  • the Customer commits a breach of its obligations under this Contract (including, without limitation to the foregoing, a failure to make payment on the due date) and if the breach is capable of remedy, fails to remedy it during the period of seven (7) days starting on the date of receipt of notice from the Company requiring it to be remedied;

 

  • the Customer becomes insolvent (including being unable to pay its debts as they fall due and/or that the value of its assets is less than the amount of its liabilities taking into account its contingent and prospective liabilities), proposes an individual, company or partnership voluntary arrangement, has a receiver, administrator or manager appointed over the whole or any part of its business or assets; if any petition shall be presented, the purchase shall be made or resolution passed for its winding up (except for the purpose of a bona fide amalgamation or reconstruction), bankruptcy or dissolution (including the appointment of provisional liquidators/interim receivers or special managers); if it shall otherwise propose or enter into any composition or arrangement with its creditors or any class of them, if it ceases or threatens to cease to carry on business or if it claims the benefit of any statutory moratorium; or
  • the Customer suffers or there occurs in relation to the Customer, any event which in the reasonable opinion of the Company is analogous to any of the events referred to in clause 9.1.2 in any part of the world.

 

  • The Customer shall immediately give notice in writing to the Company of any event within paragraphs 9.1.2 and 9.1.3 which occurs which would entitle the Company to bring this Contract to an end.
  1. Return Policy
  • In the event of the ordered goods being damaged or otherwise in a tampered condition at the time of delivery; or
  • On account of the Company, the wrong order is processed;

the Customer shall notify and request the Company to rectify any of the above mishaps within twenty-four (24) hours of learning about the same.

  1. Force Majeure

The Company shall have no liability for any delay in or failure to perform any or all of its obligations under this Agreement if the delay or failure is due to circumstances beyond its reasonable control including, without limitation, industrial disputes, nuclear accident, war or terrorist activity, acts of God, civil commotion, compliance with any law or governmental order or regulation, failure of technical facilities, or default of suppliers or sub-contractors.

  1. Notices

Any notice given under this Contract shall be in writing and served by hand, registered post or by email to the relevant addressee in the case of the Company to: Ultravetis East Africa Limited, Nanyuki Road, Off Lungalunga Road, Industrial Area, Nairobi or email to info@ultravetis.com and in the case of the Customer at the address given at the time the order was placed online or such other address as the relevant party may designate to the other in writing from time to time.  Any such notice shall be deemed to have been served at the time of delivery.

  1. Working relationship

Nothing in this Contract is intended to or shall operate to create a partnership or joint venture of any kind between the parties or to authorise either party to act as agent for the other and no party shall have authority to act in the name or on behalf of or otherwise to bind the other in any way or to hold itself out in any manner which would indicate or imply any such relationship with the other unless expressly provided otherwise in this Contract.

  1. Entire Agreement

This Contract constitutes the entire agreement and understanding of the parties and supersedes any previous agreement or arrangement between the parties relating to the subject matter of this Contract.  Each of the parties acknowledges and agrees that in entering into this Contract, the parties have not relied on, and shall have no remedy in respect of, any statement, representation, warranty, understanding, promise or assurance (whether negligently or innocently made) of any person (whether party to this Contract or not) other than as expressly set out in this Contract.  Nothing in this paragraph 10.5 shall operate to limit or exclude any liability for fraud.

  1. Confidentiality

Each party undertakes that it will not at any time hereafter use or disclose to any person, except to its professional representatives or as may be required by law or any legal or regulatory authority, the terms and conditions of this Contract or any confidential information concerning the business or affairs of the other party which may have or may in the future come to its knowledge.  Neither party shall use any such confidential information except for the performance of this Contract or make any announcement relating to this Contract or its subject matter without the prior written approval of the other party. This paragraph 14 shall continue in full force and effect notwithstanding any suspension or termination of this Contract.

  1. Severability

If any provision of this Contract shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions of this Contract which shall remain in full force and effect.

  1. No waiver

In no event will any delay, failure or omission (in whole or in part) in enforcing, exercising or pursuing any right, power, privilege, claim or remedy conferred by or arising under this Contract or by law, be deemed to be or construed as a waiver of that or any other right, power, privilege, claim or remedy in respect of the circumstances in question, or operate so as to bar the enforcement of that, or any other right, power, privilege, claim or remedy, in any other instance at any time or times subsequently.

  1. Applicable Law

The validity, construction and performance of this Contract (and any claim, dispute or matter arising under or in connection with it or its enforceability) shall be governed by and construed in accordance with the laws of Kenya.  Each party irrevocably submits to the exclusive jurisdiction of the Kenyan Courts over any claim, dispute or matter arising under or in connection with this Contract or its enforceability or the legal relationships established by this Contract.

  1. Assignment

The Customer may not resell, assign at law or in equity (including by way of a charge or declaration of trust), sub-license or deal in any other manner with this Contract or any rights under this Contract or sub-contract any or all of its obligations under it or purport to do any of the same.