1.    Interpretation

These Terms and Conditions of Sale shall constitute a binding contract for the sale of goods, materials and related services (the “Products”) by Uganda Baati Limited (UBL) to the Customer.

a)    ‘Customer’ means the person or entity who purchases the Products from UBL, which expression shall include his/her/its representative(s), agent(s), permitted assign(s) and/or successor(s) in title.

b)    ‘UBL’ or the ‘Company’ means Uganda Baati Limited, which expression shall, where the context allows, include its affiliates, associated companies and/or successor(s) in title. 

c)    ‘Sales Transactional Documents’ means the relevant transactional documents including, but without limitation, the Quotation, Invoice, Delivery Note, Credit Note, Debit Note, Loading Slip, Gate Pass or such other document as may apply as shall be determined by the Company.

2.    Orders and Quotations

a)    UBL reserves the right to accept or decline, in whole or in part, any order for Products placed by a Customer.

b)    Prices on the quotations for carted items are valid for a period of seven (7) days. The Company reserves the right to revise the prices after the expiry of validity period.

3.    Sales Orders Confirmation

a)    The order processing will commence once full payment is received in terms of clause 4 below and verified by UBL.

b)    The Customer shall not cancel the order, nor change material specifications once the order is confirmed.

c)    The Products must be loaded within 10 days from the order readiness date specified on the Sales Order.

d)    The Company reserves the right to charge a stock holding cost at the rate of 2% of [the value of the Products] per month if the Products remain uncollected after 10 days from the order readiness date, provided that the Products remain unsold.

e)    For the avoidance of doubt, the Company shall [upon notification to the Customer] have a right (without giving rise to any liability for breach of contract or otherwise, on its part) to sale or otherwise dispose of any such Products that remain uncollected by the Customer after the agreed collection timeframe.

f)     Where Products are disposed of in line with sub clause 3 e) above, the Company shall refund any payment made by the Customer in respect of the Products less any applicable stock holding charges applied on a pro-rated basis.

4.    Price and Payment

a)    All payments shall be made by the Customer through UBL’S approved payment platforms communicated from time to time.

b)    Unless otherwise specifically stated, the price shall be as per UBL’s pricing guideline Ex-factory and or point of collection/delivery. Product prices shown on the Ecommerce platform do not include the cost of delivery that is chargeable separately. 

c)    The total payment made shall be inclusive of all applicable taxes and duties.

5.    Delivery

a)    The Products shall either be delivered to or collected by the Customer at such designated location/ pick up point and subject to the provisions set out in the Sales Transactional Documents.

b)    The risk in the Products shall pass to the Customer when the Products are collected by or received by the Customer or their appointed agent. 
Title to the Products shall not pass to the Customer until UBL receives payment in full and the Customer, or their appointed agent, has collected or received the Products.

6.    Colors

Colors reproduced here may vary and may not be the exact match to the actual color of sheets. UBL shall not be liable for wrong color identification by the Customer.

7.    Product Images

The Product images are for illustration purposes only and may not be an exact representation of the Product.

8.    Non-conformity

a)    If a Customer proves that the supplied Products do not conform to the Purchaser Order, they must immediately notify the Company of the non-conformity prior to accepting delivery or taking collection of the Products from the designated location/ pick up point.

b)    Claims of defective Products or shortages in respect of supplied Products shall be deemed waived and released by the Customer once collection of the Products is made or delivery is accepted and acknowledged by the Customer.

c)    Products once sold will not be accepted back by UBL except in case of a manufacturing defect which is not as a consequence of material mishandling or such other default on the part of the Customer.

d)    The Company shall not accept claims relating to material damages and poor handling, quantities, white rust/ black rust due to exposure of the Products purchased to moisture and quality once the Customer accepts delivery or takes collection of the Products from the designated location/ pick up point.

e)    In case of any claim whatsoever, the Company aggregate liability shall not exceed the purchase price paid by the Customer for a given Product, that is the subject of the claim. The Company shall not be liable for any indirect or consequential loss, loss of profit or revenue, loss of business or loss of capital or any other financial loss of a similar nature.

9.    Personal Data Management

In performing its obligations under these Terms and Conditions, UBL may collect, store and process personal data, and the Customer consents to such collection, which data may include, but without limitation, identity data, contact data, financial data, transaction data, technical data, profile data, usage data and marketing and communications data. Such data shall be processed and stored in accordance with MRM’s Privacy Policy and the law. 

10.  Termination and Default

a)    Without limiting its other rights or remedies, UBL may terminate the sale contract with immediate effect by giving written notice to the Customer if the Customer breaches the provisions contained herein and or fails to pay any amount due under the Sales Transactional Documents on the due date for payment.

b)    Where the Customer is in default of the performance of any of his/her/its obligations under these Terms and Conditions and or any Sales Transactional Documents and the Products have not been supplied, UBL may, without prejudice to any other rights it may have under these Conditions or at law, decline to supply or deliver the Products to the Customer until the default is remedied and/or may choose to terminate the sale contract.

c)    Where a sale contract is terminated, UBL shall refund to the Customer any purchase price or part thereof that has been paid by the Customer, less any deductions allowable under these Terms and Conditions within [sixty (60)] days from the date of such termination.

11.  Force Majeure

UBL shall not be liable for non-performance of its obligations by factors beyond its control. These factors include but are not limited to acts of nature, fires, terrorism, riots, coup d’etat, mutiny, seizure, pandemics or any other factor beyond the reasonable control of UBL.

12.  Intellectual Property Rights

Even where full payment for Products has been made, the Customer will dutifully trade and/or deal in the Products as UBL’s Brands and shall not engage in any injurious dealings which might infringe the rights of UBL’s trademarks or other protected intellectual property rights in any Product.

13.  Limitation of Liability

a)    Subject to any applicable laws, the Customer agrees in respect of any damages, losses or liabilities whatsoever (including, without limitation, legal fees) incurred by [it/him/her] in connection with or arising from the supply of the Products and which the Company is liable to make good under these Terms and Conditions and or any Sales Transactional Documents , that the total aggregate liability of the Company for an event or series of connected events shall in no circumstances exceed the purchase price of the relevant Product(s).

b)    UBL and the Customer agree that UBL may replace Products as compensation for any loss and if such offer is accepted by the Customer, then the Customer agrees that this shall constitute sufficient compensation.

c)    UBL shall not be liable for any loss arising from an error in the Customer specification, loss of business or profits, and/or any other indirect losses.

d)    The restrictions on liability in this clause 13 apply to every liability arising under or in connection with all dealings with the Customer including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

14.  Applicable Law and Dispute Resolution

a)    These Terms and Conditions shall be governed in accordance with the laws of the Republic of Uganda.

b)    In the event of any dispute arising under these Terms and Conditions, the parties agree to resolve the complaints in relation to the Products through the Company’s internal complaints management mechanism by notifying the dispute to the Company using the email address provided on the Sales Transactional Documents
The Parties shall use their best efforts to amicably settle any dispute, controversy or claim arising out of or in connection with the Sales Transactional Documents and these Terms and Conditions including any question regarding its interpretation, existence, validity or termination. 

15.  Warranties

This sale is subject to such warranties as may be implied by the law (as modified by these Terms and Conditions, were applicable and to the extent permitted by law) relating to nature of the Products and offered by UBL.
The exercise of the manufacturer’s warranties (if any) shall be as stipulated in the executed product warranty documents.

16.  Assignments and Other Dealings

UBL may at any time assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with all or any of its rights or obligations under the sales transaction.
The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights or obligations under these Terms and Conditions or the Sales Transactional Documents without the prior written consent of the Company.

17.  Variation

UBL reserves the right to vary these Terms and Conditions. No such variation shall have retroactive application. 

18.  Waiver

No failure or delay by a Party to exercise any right or remedy provided under the Sales Transactional Documents , these Conditions or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

19.  Severance

If any provision or part-provision of these Conditions is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of these Conditions.

20.  Authority to contract

The customer confirms [it/he/she] has legal authority and capacity including being of the rightful age, by accepting these Terms and Conditions.

21.  Entire Agreement

These Terms and Conditions and the Sales Transactional Documents shall constitute the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.