These are the standard terms and conditions governing all purchases by Adpack Limited. By accepting a Purchase Order, the Supplier acknowledges and agrees to all terms and conditions set out below.
1. INTERPRETATION
1.1 Definitions. “Adpack” means Adpack Limited, the purchasing entity; “Supplier” means the person or entity to whom the Purchase Order is addressed; “Goods” means the items, materials, or products described in the Purchase Order; “Services” means any services to be provided by the Supplier under the Purchase Order; “Purchase Order” or “Order” means Adpack’s written purchase order issued to the Supplier; “Specification” means the technical, quality, and other requirements stated in or annexed to the Order; “Delivery Address” means the location stated in the Order for delivery of the Goods; “Price” means the amount stated in the Order; “Terms” means these standard terms and conditions of purchase; “Writing” includes electronic mail and comparable means of communication. 1.2 Any reference to a statute shall be construed as a reference to that statute as amended, re-enacted, or extended at the relevant time.
2. BASIS OF PURCHASE
2.1 These Terms apply to all Orders placed by Adpack with the Supplier and supersede any terms and conditions of the Supplier. No variation to these Terms or the Order shall be binding unless agreed in Writing by an authorised representative of Adpack. 2.2 The Supplier’s acceptance of the Order, whether by written acknowledgement, commencement of performance, or delivery of Goods, constitutes unconditional acceptance of these Terms. The Supplier’s own terms and conditions shall have no effect and are hereby excluded in their entirety, even if referenced in any acknowledgement, invoice, or delivery note issued by the Supplier. 2.3 Adpack is not obliged to purchase any minimum quantity unless expressly stated in the Order.
3. PRICE AND PAYMENT
3.1 The Price is fixed and firm as stated in the Order and shall not be subject to increase without Adpack’s prior written consent. No surcharges, fuel levies, handling fees, or other additional charges shall be payable unless expressly agreed in Writing before the Order is placed. 3.2 Payment shall be made on such date as Adpack determines and communicates to the Supplier, whether in the Order or otherwise. In the absence of any stated payment date, payment shall be made within a reasonable time following Adpack’s receipt of a valid tax invoice and acceptance of the Goods or Services. Adpack reserves the right to defer payment where any invoice is disputed, where delivery is incomplete, or where the Goods or Services do not conform to these Terms. No interest or penalty shall accrue on any outstanding amount unless expressly agreed in Writing by an authorised representative of Adpack. 3.3 Adpack may set off against any amount due to the Supplier any sums owed by the Supplier to Adpack, including the cost of rectifying defective Goods or Services. 3.4 All prices shall be stated and invoiced in Kenya Shillings (KES) unless otherwise agreed in Writing. Where an Order is denominated in a foreign currency, the Supplier bears all foreign exchange risk between the Order date and the payment date.
4. DELIVERY
4.1 Time of delivery is of the essence. The Supplier shall deliver the Goods to the Delivery Address on the date(s) specified in the Order, in the quantities and to the Specification stated. Delivery shall be DDP (Delivered Duty Paid) to the Delivery Address unless otherwise stated in the Order, and risk of loss and title in the Goods shall pass to Adpack only upon physical receipt and written acceptance at the Delivery Address. 4.2 If the Supplier fails to deliver on time, Adpack may at its sole discretion: (a) cancel the Order in whole or in part without liability; (b) source equivalent goods or services from an alternative supplier and recover from the Supplier any additional cost incurred; or (c) accept late delivery and recover from the Supplier any losses arising from the delay, including production downtime and customer penalties. 4.3 The Supplier shall notify Adpack in Writing immediately upon becoming aware of any actual or anticipated delay, including the cause, extent, and proposed remedial action. Such notification does not waive Adpack’s rights under Clause 4.2.
5. INSPECTION AND ACCEPTANCE
5.1 Adpack or its authorised agents shall have the right to inspect and test the Goods at any time prior to or after delivery. The Supplier shall provide all reasonable facilities and access required for such inspection. 5.2 Adpack’s acceptance of or payment for any Goods shall not constitute a waiver of any right or remedy in respect of defects or non-conformity, whether patent or latent, that could not reasonably have been discovered at the time of delivery. Adpack’s right to reject Goods for latent defects shall survive acceptance and shall not be limited by any inspection carried out at delivery. 5.3 Adpack may reject any Goods that do not conform to the Specification, are damaged, or are short-delivered. Rejected Goods shall be returned to the Supplier at the Supplier’s cost and risk. Adpack shall have no obligation to pay for rejected Goods.
6. WARRANTIES AND QUALITY
6.1 The Supplier warrants that all Goods supplied shall: (a) conform in all respects to the Specification; (b) be of merchantable quality and fit for the purpose for which they are ordinarily used and any specific purpose communicated to the Supplier; (c) be free from defects in design, material, and workmanship; (d) comply with all applicable laws, regulations, and standards of the Republic of Kenya and any other jurisdiction specified in the Order; and (e) be delivered with clear title, free from any encumbrance. 6.2 These warranties are in addition to any warranties implied by law and shall survive delivery and acceptance of the Goods.
7. LIABILITIES AND INDEMNITIES
7.1 The Supplier shall indemnify and hold harmless Adpack and its directors, employees, and agents from and against all claims, losses, costs (including legal fees), and liabilities arising from: (a) any breach of these Terms or the Order by the Supplier; (b) any defect in the Goods; (c) any act or omission of the Supplier or its personnel; or (d) any infringement of any third party’s intellectual property rights by the Goods or their manufacture. 7.2 Adpack’s liability to the Supplier under or in connection with any Order shall not exceed the Price paid under that Order. Adpack shall not be liable for any indirect, special, or consequential loss suffered by the Supplier.
8. INTELLECTUAL PROPERTY
8.1 All specifications, drawings, designs, data, and other technical information provided by Adpack to the Supplier remain the exclusive property of Adpack and shall be used solely for the purpose of fulfilling the relevant Order. The Supplier shall not disclose, copy, or use such information for any other purpose. 8.2 Any intellectual property created by the Supplier specifically for Adpack in connection with an Order (including custom designs, tooling, and artwork) shall vest in Adpack upon creation or, if that is not possible, shall be assigned to Adpack upon request. The Supplier shall execute any documents necessary to give effect to this clause.
9. CONFIDENTIALITY
9.1 The Supplier shall keep strictly confidential all information received from or relating to Adpack, including pricing, specifications, processes, customer details, and business plans. This obligation shall survive termination of any Order and shall not be limited in time. The Supplier shall not use Adpack’s information to supply equivalent goods to any competitor of Adpack or for any purpose other than fulfilling Adpack’s Orders.
10. FORCE MAJEURE
10.1 Neither party shall be in breach of these Terms by reason of any failure or delay caused by events beyond that party’s reasonable control, provided that: (a) the affected party notifies the other in Writing immediately; (b) the affected party uses all reasonable efforts to mitigate the impact; and (c) if the force majeure event continues for more than fourteen (14) days, Adpack may terminate the Order without liability.
11. TERMINATION
11.1 Adpack may cancel any Order in whole or in part at any time for convenience by giving written notice to the Supplier. In such event, Adpack’s sole liability shall be to pay for Goods already delivered and accepted and reasonable documented costs for work-in-progress that cannot be mitigated. 11.2 Adpack may terminate any Order with immediate effect and without liability if: (a) the Supplier commits any material breach of these Terms; (b) the Supplier becomes insolvent, enters administration, or is wound up; or (c) the Supplier engages in any fraudulent, corrupt, or unethical conduct. 11.3 Upon termination, the Supplier shall immediately cease work, return any Adpack property or confidential information, and deliver to Adpack all completed Goods and work-in-progress for which payment is due.
12. COMPLIANCE AND ETHICS
12.1 The Supplier shall comply with all applicable laws and regulations including those relating to anti-bribery, anti-corruption, labour standards, health and safety, and environmental protection. The Supplier warrants that it has not offered or given, and will not offer or give, any gift, inducement, or payment to any employee or agent of Adpack in connection with any Order. 12.2 Adpack reserves the right to audit the Supplier’s compliance with these Terms on reasonable notice, including the right to inspect production facilities, quality records, and supply chain documentation.
13. GENERAL
13.1 These Terms shall be governed by the laws of the Republic of Kenya. Any dispute shall be referred to arbitration in accordance with the laws of the Republic of Kenya, conducted in Nairobi. 13.2 The Supplier may not assign or subcontract any Order without Adpack’s prior written consent. 13.3 No waiver by Adpack of any breach shall be deemed a waiver of any subsequent breach. If any provision is held unenforceable, the remainder of these Terms shall continue in full force. 13.4 These Terms, together with the Order, constitute the entire agreement between the parties in relation to the purchase of the Goods and supersede all prior representations, agreements, and understandings.