Terms and Conditions

Validity of Quotation

1. All quotations issued by Drytex Holdings Limited (“the Company”) are valid for a period of fifteen (15) days from the date of issue unless otherwise stated in writing.
2. Prices are subject to change due to fluctuations in exchange rates, increases by manufacturers or suppliers, changes in import duties, freight costs, taxes, or other factors beyond the Company’s control.

Availability of Equipment

1. Equipment availability is subject to stock levels and confirmation by the Company.
2. Standard or serial equipment is generally available ex-stock unless otherwise indicated.

Installation and Commissioning

1. Drytex Holdings Limited shall be responsible for the installation and commissioning of equipment where such services form part of the agreed scope of supply.
2. Installation and commissioning carried out by the Company form part of the applicable warranty conditions.

Terms of Payment

1. Unless otherwise agreed in writing, full payment must be received before delivery and/or installation of equipment.
2. Cheque payments shall only be deemed received after full bank clearance, which may require up to ten (10) working days.
3. Delivery shall only take place once cleared funds have been received by the Company.

1. GENERAL

1.1

These Terms and Conditions apply to all quotations, tenders, agreements for sale, supply, installation, commissioning, servicing, maintenance, and any related transactions entered into by Drytex Holdings Limited.

1.2

Any terms contained in a purchaser’s purchase order or other document shall not be binding on the Company unless expressly accepted in writing by the Company.

1.3

All drawings, specifications, plans, illustrations, estimates, technical information, performance figures, measurements, weights, dimensions, and other documentation supplied by the Company remain confidential and are intended solely to provide a general description of the products and services offered. Such information shall not constitute a guarantee or warranty unless expressly confirmed in writing.

2. PAYMENT TERMS

2.1

All payments shall be made in the currency specified in the quotation without deduction, set-off, discount, or counterclaim.

2.2

Unless otherwise agreed in writing, the full purchase price shall be payable prior to delivery and/or installation.

2.3

Cheque payments shall only be considered received after clearance by the Company’s bank.

2.4

Interest on overdue accounts shall accrue at the prevailing Bank of Uganda Central Bank Rate plus two percent (2%) per annum, calculated from the due date until payment is made in full.

2.5

Any additional costs arising from delays, amended instructions, site unavailability, rescheduled installations, storage, transportation, labour, or additional site visits shall be borne by the purchaser.

2.6

In the event of cancellation after an order has been confirmed:

• All handling, cancellation, depreciation, freight, storage, and supplier penalties shall be for the purchaser’s account.
• Where goods have already been imported or dispatched internationally, all return shipping and associated costs shall be borne entirely by the purchaser.
• Any supplier credit received by the Company may, at its sole discretion, be passed on to the purchaser.

3. DELIVERY, INSTALLATION AND COMMISSIONING

3.1

Delivery dates provided by the Company are estimates only and shall not constitute a guarantee unless confirmed in writing.

3.2

Delivery shall be deemed complete:

• Upon dispatch to the agreed delivery point where installation is not included; or
• Upon completion of installation and commissioning where installation forms part of the agreement.

3.3

Unless otherwise agreed in writing, the purchaser shall be responsible for:

• Offloading and rigging;
• Crane hire and positioning;
• Electrical reticulation and power supply;
• Water supply and drainage systems;
• Ventilation systems;
• Concrete plinths and civil works; and
• All associated infrastructure requirements.

3.4

The purchaser shall ensure safe and unrestricted access to the installation site. Any additional costs arising from restricted access, narrow passages, stairs, delays, or obstructions shall be for the purchaser’s account.

3.5

The purchaser shall permit the Company to carry out commissioning and operational testing immediately upon completion of installation. If commissioning is delayed for reasons beyond the Company’s control, commissioning shall be deemed completed.

3.6

Time shall not be of the essence unless expressly agreed in writing.

3.7

The Company shall not be liable for delays caused by force majeure events including, but not limited to:

• Strikes;
• Labour disputes;
• Transport delays;
• Supplier shortages;
• Government restrictions;
• Riots or civil disturbances;
• Floods, fires, or natural disasters;
• War or terrorism;
• Epidemics or pandemics; or
• Any circumstances beyond the Company’s reasonable control.

4. RISK AND OWNERSHIP

4.1

Risk in the goods shall pass to the purchaser immediately upon delivery.

4.2

Ownership of all goods supplied shall remain vested in the Company until payment has been received in full.

4.3

The Company shall be entitled to repossess any goods where payment remains outstanding and may enter the purchaser’s premises for such purpose without prejudice to any other legal remedies available.

5. WARRANTY

5.1

Warranty coverage shall commence from the invoice date unless otherwise stated in writing.

5.2

The Company is not the manufacturer of the equipment supplied and therefore provides only such warranties as are offered by the manufacturer and transferable to the purchaser.

5.3

Warranty terms may vary between manufacturers and product ranges and are available upon request.

5.4

Unless otherwise specified in writing:

• Used equipment is sold on an “as is” basis and without warranty.
• Warranty applies only where equipment has been installed and commissioned by the Company or its authorised representatives.

5.5

Warranty shall immediately become void where:

• Unauthorised repairs or modifications are undertaken;
• Non-original spare parts are used;
• Maintenance schedules are not followed;
• Equipment is abused, neglected, improperly operated, or incorrectly installed;
• Electrical, plumbing, drainage, or water conditions are unsuitable.

5.6

Unless expressly stated otherwise, warranty covers defective parts only. Labour, mileage, travel, accommodation, freight, and shipping costs are excluded.

5.7

The purchaser shall inspect all goods immediately upon delivery and notify the Company in writing of any defects within eight (8) days of discovery.

6. LIMITATION OF LIABILITY

6.1

The Company shall not be liable for any indirect, consequential, incidental, or special damages including:

• Loss of profits;
• Business interruption;
• Production downtime;
• Damage to property;
• Loss of production; or
• Third-party claims.

6.2

The purchaser indemnifies the Company, its directors, employees, agents, and contractors against any claims arising from:

• Misuse of equipment;
• Negligent operation;
• Improper installation by third parties; or
• Failure to comply with operating instructions.

7. BREACH

7.1

In the event of:

• Non-payment;
• Breach of contract;
• Insolvency;
• Liquidation;
• Receivership;
• Administration;
• Business rescue proceedings; or
• Any arrangement with creditors,

the Company shall, without prejudice to any other rights, be entitled to:

• Demand immediate payment of all outstanding amounts;
• Suspend performance;
• Cancel the agreement; and/or
• Repossess any goods supplied.

7.2

The purchaser shall be liable for all legal costs incurred by the Company, including advocate’s fees, court fees, debt collection charges, and all associated recovery expenses.

8. LIEN AND PLEDGE

8.1

The Company shall have a general and special lien over all goods and property of the purchaser in its possession as security for any amount owing.

8.2

If payment remains outstanding after fourteen (14) days following written notice, the Company may sell such goods by public auction or private sale and apply the proceeds towards settlement of the debt.

8.3

Storage charges may be levied on goods retained under lien at prevailing market rates.

9. ASSIGNMENT

The purchaser shall not assign, transfer, delegate, or cede any rights or obligations arising from any agreement without the Company’s prior written consent.

10. ENTIRE AGREEMENT

10.1

These Terms and Conditions, together with any quotation and accepted order, constitute the entire agreement between the parties.

10.2

No amendment, waiver, or variation shall be valid unless reduced to writing and signed by both parties.

11. GOVERNING LAW AND JURISDICTION

11.1

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

11.2

The parties irrevocably submit to the exclusive jurisdiction of the competent courts of Uganda, including the High Court of Uganda and any other court having competent jurisdiction over the matter.

12. ACCEPTANCE

Acceptance of any quotation, payment of any deposit, or placement of any order with the Company shall constitute full acceptance of these General Terms and Conditions of Sale.