Sales Terms and Conditions

1.   Interpretation
1.1  In these terms and conditions of Sale, except where the context otherwise requires, the following words have the following meanings:
1.1.1. "Seller'" shall mean ABULKHASE PLC or its principals.
1.1.2.   "Purchaser" shall mean the person or persons, body whether corporate or incorporate or other organization whose order for Goods and/or Services is accepted by the Seller.

1.1.3. "Contract'" shall mean the contract made or to be made between the Seller and the Buyer subject to these terms and conditions.
1.1.4. "Goods" shall mean the items (could be vehicle, equipment, machines, accessories and spare parts) which are the subject matter of the Contract.

1.1.5. “Services” shall mean but not limited to: installation, commissioning, repair, maintenance, overhaul, rent, contracting, transporting, and consulting which are the subject matter of the Contract, whether it is provided separately or as a part of the sale of Goods.
1.2.   No communication statement or representation from the Seller or any of its employees whether given orally or in written is to be treated as a representation condition or warranty conferring any contractual rights for the Purchaser or imposing any contractual obligations on the Seller or is to be treated as being part of the contract unless otherwise incorporated in writing as a specific term of the contract and the contract is signed by the authorized personnel of the Seller.
1.3.   This document contains the only terms and conditions upon which the Seller will do business with the Purchaser and shall prevail not withstanding any price or other conditions contained in any purchase order acceptance of estimate or quotation or otherwise brought to the Seller's notice. Any other agreement representation or promise or understanding of any kind will not be considered unless expressed in writing and accepted in writing by the Seller. This will only be the condition in which the agreement shall vary supersede or operate as a waiver of these terms and conditions.
2.      Specification:
2.1.   The specification of the vehicle and/or the machine and/or product and or description of services is as per the manufacturer’s current standard for the Ethiopian market and is subject to change without prior notice due to the manufacturer's continuous improvement in technology. These details and shall be attached as part of the sales document.
3.     Offer Validity:
3.1.   The price shall remain valid for the period specified and is subject to the current levels of ocean and/or air, and/or rail, and/or land freight – transportation charges.
3.2.   The price may, however, be subject to change based on changes to rate of fuel prices, customs duty, taxes & its mode of calculation, foreign exchange fluctuation from current rate (i.e. between ETB & US Dollar and or appropriate exchangeable currency) and Unanticipated Bank Regulation on interest and Inland Transport expenses from Djibouti to Addis Ababa and/or any change of law (legislation) of any hierarchy rendering the Seller’s obligation more onerous and/or an increase in the price of materials necessary for the performance of the Seller’s obligations under the Contract.
3.3.   The Seller reserves the right to cancel the contract of sale in the event of changes in any of the above, should the customer refuse to accept any adjustments or amendments as a result of such changes.
3.4.  
The offer for Ex-stock (defined as goods that are readily available for immediate delivery from the Seller’s store) and offer for goods in-transit (defined as goods under shipment and/or booked for production) delivery of items is subject to prior sales on a first come first serve basis.
4.     Delivery Time:
4.1.   The delivery time of the vehicle and or machinery and or product stipulated above shall be from the date of confirming/signing of acceptance and receipt of payment as per agreement indicated in the Proforma Invoice (PI) and the relevant Contract.
4.2.  The time fixed above is conditional upon or subject to the availability of vessel bound to the port of unloading and/or an unfettered access to the place of delivery, timely port clearance, availability of inland transport vehicle/train, timely release of Goods by customs authority and/or any other relevant government authority.
4.3.   The Seller shall not be liable to deliver the Goods and to provide their services for such failure that arises due to Force Majeure, as defined under the Ethiopian Civil Code and it includes acts of strikes and/or lock-outs and/or increase in the price of Goods and/or inputs affecting the Seller’s performance of the Contract and/or enactment of new legislations affecting the Seller.
4.4.   Any timeline, date or period for delivery given by the Seller is intended as an estimate only and the Seller shall not be under any liability, whatsoever, for delay in delivery or the consequence thereof.
4.5.   In case of None Stock Delivery, the Seller doesn't accept any responsibility whatsoever for any damage, shortages or loss in transit for Goods which are carried by an independent carrier engaged by the Purchaser.
4.6.    Delivery for Duty-Free-Goods from bonded warehouses depends on the timely presentation of the relevant and valid duty-free privilege confirmation documents by the Buyer from the appropriate government office/authority.
4.7.    All delivery of Goods and/or Services shall be effected by the Seller after full settlement of the relevant payment by the Buyer.

5.      Claims:
5.1.   The Purchaser shall inspect the Goods immediately on delivery thereof and within three days from such inspection give notice in writing to the Seller and or its Principal of any matter or thing by reason whereof it alleges that the Goods are not in accordance with the Contract. If the Purchaser shall fail to give such notice the Goods shall be deemed to be in all respect in accordance with the Contract and the Purchaser shall be bound to accept and pay for the same accordingly.
5.2.   Where it is alleged that the Goods are not in accordance with the Contract, the Seller or its representative(s) shall be given reasonable opportunity to inspect the Goods and rectify defects, if any, and take any other relevant measure(s). If after inspection the Seller agrees to return or replace any Goods, including a part thereof, (and any such agreement shall be without prejudice to its rights under these terms and conditions) the Goods on being received by the Seller must be in the same condition that they were in on inspection.
5.3.   The Seller shall be under no liability in respect of any Goods no longer in their original state which have been improperly handled and/or stored and/or installed by the Purchaser and/or any third party and/or in respect of Goods which have been altered or processed in any way unless the Seller is satisfied in all respects with such alternations or processing. The Seller shall in no circumstances be liable for any consequential loss and/or damage.
6. Warranty Conditions:
6.1.  The Seller warrants that Goods manufactured by its supplier and delivered hereunder will be free of defects in material and workmanship for a period stipulated in the warranty period from the date of invoice and as per the manufacturer’s warranty policy.
6.2.   The Seller will repair or replace, at its option, any part which is found by the Seller upon its inspection to be defective in material or workmanship during the periods described in warranty period without charge to the Purchaser.
6.3.   Any part which is replaced shall become the property of the Seller.
6.4.   However, manual and procedure of the manufacturer shall govern.

6.5.   This warranty does not apply to failures occurring as a result of abuse, misuse, negligent repairs and/or installation by the Purchaser or any third party, corrosion, erosion, normal wear and tear, alternations and modifications made to the Goods without the expressed written consent of the Seller or failure to follow the recommended operating practices, service and maintenance procedures as provided in the Goods operating and maintenance publications and written recommendations and/or warnings of the Seller.
7.   For Motor Vehicles - Color choice:
7.1.   If the subject Good is a vehicle, the exterior body color is as per the buyer's choice from the manufacturer’s current standard color catalogue.
7.2.   However if the subject Good is anything other than vehicle the buyer agrees to accept the manufacturer’s standard color available for delivery by the Seller.
8.     For Motor Vehicles - Additional Fees:
8.1.   A 2%, and/or any other percentage provided by law, vehicle or machine registration fee and plate numbering charge shall be to the account of the Purchaser.
8.2.   As of the date of delivery notification, storage/parking fees in excess of 15 (Fifteen) calendar days shall be to the account of the Purchaser.
8.3.   Any storage/parking of a vehicle or a machine at the Seller’s place, after the 15th date from the date of delivery notification shall be deemed constructive possession by the Seller on behalf of the Purchaser.

8.4.   All Bank charges and/or taxes are to the Purchaser’s account, in case of bank transfer payments or bank commission fees.
9.    Execution:
9.1.   These terms and conditions shall apply to all contracts/confirmations for the sale of Goods and/or services by the seller, and any conditions of purchase or other terms to which any order placed by the Purchaser shall be of no effect whatsoever nor shall any variation or alterations of these conditions be of any effect unless made in writing and signed by the Seller.
10.    Termination and Suspension:
10.1. The Seller shall be entitled at its option without prejudice to its other rights and remedies either to suspend delivery, make partial delivery under any or every contract and/or may determine any or every contract without the Seller being under any liability whatsoever but without prejudice to the Seller's rights accrued in respect of deliveries made in any of the following events:
10.1.1.   If the purchaser refuses to pay the Seller any storage and or upkeep costs of the Goods beyond the last date of delivery notification. The amount of payment shall be in accordance to the Seller’s rate for these jobs.
10.1.2.   If the Purchaser fails and/or refuses to take delivery of or to collect any Goods on arrival notification.
10.1.3.     If the Seller has any bona fide doubts as to the solvency of the Purchaser.
10.1.4.   If the Purchaser commits any act of insolvency and/or its bank accounts and/or properties are subjected to an injunction order by a court of law and/or any governmental authority.

10.1.5.   If the Purchase commits any breach of any contract between the Purchaser and the Seller.
10.2. The Seller be communicated in writing to exercise its rights of suspension and termination at any time during the continuance of the circumstances provided above and in the event of any such suspension the Seller shall be entitled as a condition of resuming the Contractual relationship to require pre-payment of or such security as it may require for the payment of the price of any further delivery.
11.   Force Majeure:
11.1.If owing to any strike industrial dispute, fire breakdown of machinery or any cause whatsoever beyond the Seller's and or its principals control the Seller is unable to deliver the goods at the time, date or period for delivery given by the Seller, the Seller may by notice to the Purchaser claim an extension of time for the delivery.
11.2.Provided that the requested period of extension exceeds three months, the Purchaser shall have the right to determine the contract by notifying in writing to the Seller but without prejudice to the rights of the Seller in respect of the deliveries already made.
11.3.The following occurrences shall also be deemed cases of Force Majeure:

11.3.1.  a strike or lock-out affecting the manufacturer and/or the Seller;
11.3.2.  an increase in the price of the Goods and/or any input necessary for the Seller’s performance of its obligations under the Contract and/or

11.3.3.  an enactment of new legislation(s) whereby the obligations of the Seller become more onerous.  
12.   Waiver:
12.1. No failure or delay on the part of the Seller and/or its principals to exercise any of its rights under the Contract shall operate as a waiver thereof nor shall any single or partial exercise of any such right exclude any other and/or future exercise thereof.
12.2. Any Waiver of a breach of any provision of the Contract shall not affect the Principal and/or Seller's rights in the event of any further or additional breach or breaches.
13.   Severability:
13.1. Each obligation contained in any clause or sub clause of these terms and conditions shall be treated as a separate obligation and shall be seperately enforceable as such.
13.2. The non-enforceability at any time of any clause or sub-clause of these terms and conditions shall not prejudice the enforceability of the remainder of the terms and conditions.
14.  Governing Law and Jurisdiction:
14.1. These terms and conditions and the Contract of which they form part shall be governed and construed in accordance with the laws of the Federal Democratic Republic of Ethiopian, including its Conflict of Laws principles.
14.2.  Parties hereto accept the jurisdiction of the Federal Courts of Ethiopia in Addis Ababa.
15.   Penalties:
15.1  For whatever macro & micro factors, order cancellation shall result in 10% penalty on unit price.
15.2  Change to consignee after order confirmation is possible subject to 1.5% service charge on the unit price.
15.3  Where the Buyer fails to present the necessary/relevant and valid duty-free privilege confirmation documents from the relevant government office/authority, the Seller shall have the right to request full payment of all the costs to deliver the Goods on a duty paid basis and impose 2% penalty.