1.1
These General Terms & Conditions of Sale (“GTCS”) apply to all agreements, offers and deliveries, whatever their designation, entered into or made by De Heus Uganda Ltd (“De Heus”) or any of its affiliates. De Heus’ employees can also call upon these conditions, as can third parties engaged by De Heus for the execution of its obligations arising from the agreements, offers and deliveries.

1.2
These GTCS can only be amended or deviated from in writing, such deviations only to be stated in the De Heus offer or order De Heus shall not in any way be bound by any amendments, additions or other terms, including Purchaser’s (general/ purchase) terms and conditions, unless having explicitly agreed thereto in writing.

2.1
All offers and/or quotations made by or on behalf of De Heus, including the information published in price lists, advertisements or otherwise, shall not be binding unless explicitly stated.

2.2
An agreement by the parties will be reached when De Heus accepts the Purchaser’s order in writing, or, if and when, De Heus has started the execution of the Acceptance of an order can be made conditional (e.g. the issuance and confirmation of an irrevocable L/C for payment). Until the stated conditions have been met by the Purchaser, De Heus may withdraw its acceptance without being held to any compensation whatsoever.

3.1
All prices will be in USD, unless stated otherwise. Prices exclude VAT and other taxes and impositions. Payments must be executed in     the currency as used in the offer and/ or order confirmation.

4.1
Unless otherwise agreed in writing by De Heus, delivery shall be made and transfer of risk shall take place Ex-Works (EXW) De Heus’ Warehouse, INCOTERMS 2020. Where De Heus arranges the transport, this transport shall be for the risk and account of Purchaser and Purchaser shall be responsible for the costs of transport, packaging, and insurance.

4.2 
The agreed delivery period shall not be considered fatal. Purchaser will inform De Heus of any late delivery after which De Heus will be granted a reasonable term to deliver still. The delivery period will start upon the acceptance of the order by De Heus or, in case of conditional acceptance as stated in clause 2, the conditions of the acceptance have been first

5.1
De Heus reserves the right of ownership of goods delivered until full payment for such delivery has been.

5.2
If a De Heus invoice referring to goods delivered is not paid within the agreed term, or in case De Heus has a claim against Purchaser because of Purchaser’s failure to (timely) comply with any term of their agreement, De Heus is entitled to repossess the goods delivered from Purchaser or any third party holding the goods on behalf of Purchaser. Purchaser shall cooperate to such repossession in any possible

6.1
De Heus will supply the goods in conformity with the specifications as stated in its offer or the order confirmation. When no specifications have been agreed it will supply in accordance with the standard specifications as applicable for the goods.

6.2
It is the Purchaser’s obligation to make (or have its agents make) a close examination of the delivered goods immediately upon delivery to check its compliance with the agreed.

6.3
Complaints as to non-compliance of the goods must be presented to De Heus in writing without delay and in any event no later than four (4) working days after.

6.4
Midden defects must be reported to De Heus by written notice immediately upon discovery but in no event later than within seven (7) calendar days after discovery of the defect and no later than six weeks after.

6.5
If no complaints have been communicated in writing in the timely manner as stated here above, it is assumed that De Heus has performed adequately and the goods shall be deemed accepted by Purchaser as being in good condition and complying with all.

6.6
If a timely complaint has been made and to De Heus’ opinion it has been sufficiently proven that the goods are non- complying, De Heus may, at its discretion, either replace the non-complying goods free of charge or grant the Purchaser a fair discount on the purchase price, without being liable for any additional compensation whatsoever (incl. damages).  

7.1
The following will apply to damages occurred during and/ or due to the execution of the agreement by De Heus:

A.         If and when the damages are the result of any obligatory governmental order or procedure or have been caused by non-charged services or advice, De Heus shall not be liable for such

B.        If and when the damages have been caused by defective products delivered by De Heus or by charged advice or services, then De Heus’ liability shall be limited to the amount that in such case will be reimbursed by De Heus’ liability insurance (increased with the deductible).

In case, for whatever reason, there will be no reimbursement under the insurance, De Heus’ liability will be limited to replacing the goods free of charge or to granting Purchaser with a fair discount as described in clause 6. De Heus shall in such case never be liable for any form of indirect damages such as loss of profit, loss of turn over, business interruption damages or any other consequential damages.

8.1
If not otherwise provided for, all invoices must be settled before the goods are picked up or delivered. Invoices must be settled without any rebate, set-off, deduction of suspension. Payments to be transferred to the bank account as stated on the invoice sent by De Heus.

8.2
All costs, provisions, fees or other expenditures due in relation to the payment(s) to be made by the Purchaser shall be for the account of Purchaser

8.3
In the event of late payment, the De Heus is entitled to charge cumulative interest of 1.5% per month on the amount due until the date of actual payment.

9.1
If Purchaser fails to (timely) comply with any of its obligations under this agreement, such non-compliance shall immediately constitute an event of default by the Purchaser. In such case De Heus shall, by written notice to the Purchaser, suspend performance of its obligations or to terminate the agreement in whole or in part, all this without prejudice to any other (legal) rights of De Heus.

9.2
If the Purchaser is granted a (temporary) suspension of payments, goes into (voluntary) liquidation, is declared bankrupt, or its business is discontinued or wound up, all orders accepted and/ or agreements made by De Heus with the Purchaser shall be terminated by operation of law, unless De Heus informs Purchaser on a reasonable term of notice that it demands specific performance (in whole or in part) of the agreement(s), in which case De Heus shall be entitled, without further notice being required to suspend its own performance until payment has sufficiently been

9.3
In any of the situations described above in this clause 9, all accounts receivable from De Heus to the Purchaser shall be due and demandable immediately and in

10.1
If, due to circumstances beyond its will or control, or through no fault of its own, De Heus is unable to (timely) comply with any of its obligations forthcoming the agreement with Purchaser, this is considered a case of force majeure on behalf of De Heus. In such case, De Heus’ obligations will be suspended without being liable for any form of compensation (incl. damages).

10.2
If a force majeure event abates within six months of its occurrence, De Heus will resume performing its obligations under this agreement. In the event the force majeure event lasts longer than six continuous months, parties shall be able to terminate the agreement without further

11.1
The agreements entered into by and with De Heus shall be governed by Ugandan law only. The stipulations of the Vienna Convention on International Sale of Goods are hereby explicitly

11.2
Any possible disputes shall first be tried to be settled amicably between the parties. In case parties may not come to such amicable solution the competent judge of the district court of Uganda is solely competent to settle the