SCHNEIDER ELECTRIC (KENYA)
LTD. (hereinafter referred to asSE)

reservations) the supplies, works and/or
services which are the subject matter ofthe Order (hereinafter referred to as the“Supply”).
3.

GENERALPROCUREMENTTERMS AND CONDITIONS
1.

General provisions - Acceptance

The acceptance of the Order by theSupplier (hereinafter referred to as the “S”)
implies ipso facto acceptance of these
General Terms of Procurement which are
an integral part thereof and which govern
the contractual relations between theparties, subject to the provisions of thespecific terms of the Order, with the S.
definitively waiving its own General Termsof Sale.
All the provisions of this Order shall beconsidered as having been definitivelyaccepted by the Supplier ten (10) businessdays after its receipt, unless reservations
are Seek within this timeframe, in writing,to the Buyer managing the Order, whose
contact details appear on the first page ofthe Order.
It is hereby specified that SE’sprocurement commitment (i.e. the validityof the Order placed with the S.) isdependent on the latter’s acceptance of all
the provisions of the Order.
2.

Delivery --- Acceptance of deliveryThe
contractual
deliverydateisunderstood as being when the goods havearrived and been unloaded at the delivery
address and date specified in the Orderand it shall be accompanied by a copy ofthe delivery note, that shall indicate theeffective delivery date, SE’s order number,each material nomenclature, as well as its
designation. The delivery date is animperative and fundamental term of theOrder. The effective delivery date is thedate stamped by the receiving agent of thegoods on the receipt slip (or delivery slip),
duly signed by one of its authorised
representatives.
No early deliveries may be made without
SE’s consent.
If an acceptance procedure is provided forunder the specific terms of the Order
expressly accepted by the parties, suchprocedure is the instrument by means ofwhich, at the S.’s initiative, SE represents
that it accepts (with or without

Lead-times --- Liquidated Damages

In the event of delays in delivery oracceptance, which are not attributable toan event of force majeure or to SE’s
negligence, the S. shall owe liquidated
damages calculated on the total amount of
the delayed Supply at a rate of 1% per
calendar week of delay up to a maximum
of 5% of this amount. Over and above thismaximum limit, SE reserves the right:
 to claim its actual loss from the S. and to unilaterally announce, at any time andas of right, total or partial termination of
the Order for breach of the S. (withoutprejudice to any damages).
4.

Modifications

At any time during performance, SE
reserves the right to change the volumes
and/or the nature of the Supply. In thatcase, SE and S shall negotiate, ifapplicable, the new contractual delivery /acceptance dates and the adjustment ofeconomic conditions of the basic Order.
5.

Transfer of risks

Notwithstanding any verification work oracceptance procedure in the S.’s
premises, the transfer of risks takes place
upon delivery of the Supply. If an
acceptance procedure is provided for, theS. nevertheless continues to bear theinherent risks affecting the Supply until SE
issues an acceptance statement without
reservations.
In all cases, the Supply is transported atthe S.’s risk.
6.

Packaging and documentation

The Supply is delivered with the packaging
required for its warehousing and due andproper preservation. Unless otherwise
provided for, the packaging is not subject
to a deposit but, if this were the case, it
shall be returned at the S.’s expense.
The Supply is delivered together with the
documentation required for its use,maintenance and upkeep.
7.

Verification

Schneider Electric (Kenya) Ltd.
Mombasa Road, P.O. Box 46345 Nairobi Kenya. Tel: +254 703 069000 / 730 169000,

The S. is responsible for verifying andcertifying, under its responsibility, thecompliance of the Supply with theconditions applicable to it under SE’s
specifications, with which the S. hereby
represents that it is perfectly familiar.
Under no circumstances shall theverification work carried-out by SE prior to,during or subsequent to delivery /acceptance discharge the S. from thisobligation.
8.

Shipping

At the same time as any shipping of theSupply, if SE requires it, the S. shall send
to SE, by mail, a copy of the dispatch note
mentioning the references and date of theOrder, the number of parcels and an exact
description of the shipped Supply. The
original of this note shall accompany each
shipment of parcels, together with thecertificates of conformity and theverification reports.
9.

ScrappingSE may inform the S. of the scrapping of
any Supply which is found to be noncompliant with the specifications of theOrder. Any Supply having been scrapped
shall be considered as not having beendelivered / accepted and shall be takenback by the S., at its expense, within the48 business hours following receipt of thenotice of scrapping. Otherwise, the Supply
shall be Sent back to the S. at its expenseand risk. In case of scrapping, SE shall beentitled to request the S. to replace theSupply within the given time period or tounilaterally terminate the Order without
prejudice to its rights accruing from thegoverning law.

10. Invoicing
Any invoice shall be sent in only one copy
to the following invoicing address:
Schneider Electric (Kenya) Ltd.
Mombasa Road
P.O Box 46345-00100
Nairobi, KENYA.
and shall imperatively contain SE’sreferences and those of the corresponding
Order.
Each invoice relates to only a single Orderand shall include the description of theSupply invoiced, and the unitary prices
and volumes delivered, unless provided forthe contrary.

SE reserves the right to suspend paymentof any invoice which fails to comply withregulatory provisions and/or those of thisarticle. Any disagreement by SE as
regards the volume or quality of thedelivered Supply or the invoiced price,
shall lead to the issuing of either a debit
note or an invoice of SE to the S. The S.
shall have fifteen (15) days as from theissuing of the debit note or the invoice tochallenge the latter.

11. Prices and terms of payment
Standard Payment Terms: 60 days afterinvoicing
Unless otherwise provided in the Order,
the prices mentioned in the Order are firm
and non-revisable and are understood as
being carriage paid and inclusive ofpackaging expenses.
Debit notes issued by SE shall be
automatically deducted from payments
subject to SE having received thecorresponding invoice.
12. Assignment or subrogation of thereceivables, rights and/or obligations
under the Order
The S. undertakes not to assign or transfer
the whole or part of its receivable, rights
and/or obligations under the Order without
SE’s prior and written authorization.
Should the S. have signed a factoring
contract, all its invoices shall be paid to thefactoring company with which it concluded
the contract, subject to SE priorauthorization.
13. Moulds,tools, test resources(hereinafter referred to as the‘‘Equipment’’)Plans, gauges, moulds, shell moulds,
models and samples (hereinafter referred
to as the “Equipment”), delivered by SE tothe S. to perform the Order become theexclusive property of SE and may be used,kept and safe kept in an appropriate way,following orders given, where applicable,by SE. The S. shall immediately notify SEabout any fact or circumstance that may
affect the state and preservation of the“Equipment” and may be responsible forthe lost, destruction, disappearance anddamages to it. To that end it shall contract
and be up to date with all the payment of
insurance premiums and policies with areputable insurance company that covers

mentioned responsibilities, and provide at
SE request, a copy of the said policy andof the premium payment receipt.
SE can remove, replace, examine andcheck the “Equipment” when it considers itnecessary.
The S. shall state in any case thatdeposited “Equipment” is the exclusive
property of SE, and shall immediately
notify SE about any fact, circumstance,obstacle, seizure or retention that may
affect to it.
The S. undertakes to neither manufacture
nor supply for third parties goods producedwith SE “Equipment”. Furthermore, the S.
undertakes to keep it as confidential.
14. Contractual warranty
14.1

Operational warranty

The S. undertakes to warranty SE against
any design, manufacturing and/or material
defect affecting the Supply for twenty-four(24) months as from the last of thefollowing dates: the order acceptance, thedelivery, the start-up or the definitive
receipt. As a result, were SE or its own
customertonoticeadefect/
malfunctioning affecting the Supply, the S.
undertakes to rectify, repair or replace theSupply in its environment at its expense(including any staff travel, dismantling /reassembly expenses) so that the latter
operates in full compliance with theprovisions of the Order and the use forwhich it is intended.
Should the S. be called upon to honour its
warranty, but fails to timely and properly
correct such defect or malfunctioning, SE
reserves the right to intervene or to have
any third party intervene instead of the S.
at the latter’s expense.
Any service furnished and/or any item
replaced / rectified / repaired under thiswarranty are themselves guaranteed fortwenty-four (24) months under theabovementioned conditions. Only theitems / services with a normal lifecycle ofless than twenty-four (24) consecutive
months are excluded from the scope of
this operational warranty.
14.2

Supply of spare parts

The S. shall deliver all spare parts for ten(10) years as from delivery / acceptance ofthe Supply.
15. Intellectual property

Schneider Electric (Kenya) Ltd.
Mombasa Road, P.O. Box 46345 Nairobi Kenya. Tel: +254 703 069000 / 730 169000,

Any study (its results and its various
constituent elements such as the drawing,
diagram, model, prototype, etc.) carriedout by or for the S. pursuant to meeting theOrder is the exclusive property of SE.
Consequently, the S. undertakes not touse / exploit (or allow a third party to doso) said study results / items for purposes
other than meeting the Order.
If specific software is supplied under theOrder, its acceptance implies ipso facto
the S.’s assignment to SE of the exclusive
rightsofuse/
exploitation/commercialisation of said software. The S.
also undertakes to provide SE, at its 1st
request, with the source and object codeof said software as well as the associateddocumentation.
The S. holds SE totally harmless inrespect of any action or lawsuit institutedby third parties based on a claim relating
to the intellectual property rights covering
the Supply delivered under the Order.
Pursuant to such proceedings, andindependently of any other penalty, all theprocedural expenses (included lawyers’fees) and damages which SE may beordered to pay, shall be fully assumed bythe S.
16. Confidentiality - Publicity
Any information, regardless of its nature(technical or commercial) or its support
medium, exchanged between the Parties,
or to which either party may have accessin the context of the Order, shall beconsidered by the recipient party as being
strictly
confidentialandexclusively
reserved for the purpose of performing theOrder, to the exclusion of any and all otheruse.
Moreover, and unless it has SE’s express
and prior agreement, the S. undertakes
not to mention its business relationshipwith SE to third parties, nor to exhibit thewhole of or part of the Supply
manufactured from technical documents orspecifications owned by SE.
17. Insurance
At SE’s first request and in any case withinten (10) days as from acceptance of theOrder, the S. undertakes to provide it witha copy of its insurance policies and/or any
certificate to be issued by its insurancecompanies, and to take-out with the latter,at S.’s expense, any additional insurance
cover which SE may consider to bereasonably necessary in light of the risks
relating to performance of the Order.

18. Termination
SE may unilaterally and automaticallyterminate the Order without the S. being
entitled to claim any indemnity whatsoeverin this respect, in the following cases: Fifteen (15) days after seeking a formal
notice left unremedied that the S.
breached any of its obligations under theOrder.
 with immediate effect in the event of: Court-ordered,orout-of-courtdissolution or liquidation,
 an event of force majeure, theconsequences of which last for morethan six (6) weeks,
 the contractual delivery times being
overrun, if such cause the maximum
amount of penalties to be reached, scrapping in accordance with theprovisions of article 9 hereinabove.
19. Disputes --- Governing law
19.1. The Order between SE and the S. isgoverned by the law of the Republic ofKENYA to the exclusion of the provisionsof the Vienna Convention of April 11th,
1980 on the international sale of goods.
19.2. The parties shall use their best
endeavours to negotiate and procure anamicable resolution of any dispute arisingin connection with this Agreement andsuch dispute shall be resolved within
fourteen (14) clear days from the date thedispute arose.
20. Sustainable development
20.1. The S. undertakes to comply with thefollowing principles:- The OECD’s guidelines on sustainable
development, which may be consulted on
the following website:
https://www.oecd.org/greengrowth/474456
13.pdf- The ten principles of the United Nations
Global Compact on human rights, labour
standards, the environment and anticorruption, which may be consulted on thefollowing website:
https://www.unglobalcompact.org/what-isgc/mission/principles- The rules defined in the ISO 14001
standard.
- Furthermore, the S. is informed thatenergy performance of the Supply has

been considered as part of the selection
criteria used by SE (ISO 50001 Standard).
20.2. In order to enable use of the Supply
in total safety, the S.:- undertakes to comply with all thenationallegislation
and regulations
applicable at the delivery address
specified in the Order.
- further undertakes to ensure that none of
its Supply contains one or more of thehazardous substances referred to in theEuropean Directive 2011/65/EU of 8 June
2011 in its annex II,- and, generally, finally undertakes tosystematically comply with the legislation
and regulations relating to the ban on, orrestriction of, the use of certain products orsubstances which are effective when theOrder is placed, both in the European
Union and in other countries, if such isspecified in the Order and/or thespecifications, or which may become
applicable up to the delivery date of theSupply.
Within forty-five (45) days of receipt of arequest from SE, which may beaccompanied by a list which SE may havesent to it and, otherwise, on the basis of
the effective lists of restricted substances,
the S. shall advise SE of the presence ofsuch substances in its Supply.
At SE’s first request, the S. shall provide itwith all supporting documents required
during the legal timeframe for conserving
documents.

the Supply’s design, the location of theplant(s), provided such changes impact or
may impact on the Supply’s technicalspecifications, compliance with standards,lifecycle, reliability or quality. The S. shallinform SE in writing nine (9) months prior
to the marketing end date or the datescheduled for the implementation of anymajor change. SE reserves the right torefuse any major change. All majorchanges
remainunderthefull
responsibility of the S. The S. shall repay
to SE all the costs borne by the latter
during, or in the context of, thereclassification of the Supply and/orcomponent affected by the major change.

The Supplier hereby accepts
and acknowledges all theaforementioned General Terms
and Conditions:
Supplier: ______________________________________________________

Name: ________________________________________________________

Title: ___________________________
20.3. The S. shall compensate SE for all
costs, damages and losses borne by SE
and/or for which it is found liable underthird-party claims, owing to the S.’s failure
to comply with any of the provisions of this
Article 20.

_______________________________

Signature: ______________________20.4. Moreover, should the S. decide tochange the composition of the Supply, it
shall advise SE thereof at least nine (9)months prior to the date when suchchange becomes effective.

Date: __________________________

21. Management of Supply / Processchanges
The S. shall inform SE in writing of any
decision to stop marketing the Supply or
any major changes made to the Supply or
to its manufacturing process and, inparticular, any changes affecting theprocesses, including any material changes
in its or its sub-contractors’ IT Processes,
the procurement of critical components,

Schneider Electric (Kenya) Ltd.
Mombasa Road, P.O. Box 46345 Nairobi Kenya. Tel: +254 703 069000 / 730 169000,

Stamp: _________________________