AGREEMENT
These Terms and Conditions of Sale (T&C) apply to all sales by HMM to the Customer and shall prevail over any conflicting terms proposed by the Customer unless expressly agreed in writing by an authorized representative of HMM.
- PRICE AND PAYMENT
1.1. Prices in the price list are based on rates and costs at the prevailing date of the quotation and HMM reserves the right to increase the price. The Customer must pay as per the effective price list as notified by HMM.
1.2. HMM’ s payment terms are cash on order.
1.3. Notwithstanding the provisions of clause 1.2 above, a Customer may, subject to a separate approval process, be granted instalment payment terms in which case goods will be delivered to the Customer upon making the last and final payment within three (3) months in respect of the goods purchased.
1.4. All prices and any other charges are inclusive of Value Added Tax (VAT). Any sum payable by the government, its officials, or in respect of other specified projects is exclusive of VAT (and any other similar or equivalent taxes, duties, fees, and levies imposed from time to time by any government or other authority) which will be payable in addition to that sum in the manner and at the rate prescribed by law from time to time.
1.5. Steel products are sometimes subject to unusual price volatility due to conditions beyond the control or anticipation of HMM. If there is an increase in the actual cost or shipping of raw materials between the date of order confirmation and the time when raw materials have arrived, the amount in the order may be increased to reflect the additional costs to HMM.
- ORDERS
2.1. HMM may, upon request by the Customer, issue a quotation in respect of a product the Customer wishes to purchase.
2.2. The Customer must place an order (“Order”) with HMM in respect of any goods the Customer wishes to purchase, together with written or verbal confirmation of the order specifications.
2.3. Orders are subject to formal acceptance in writing by HMM (“Order Confirmation”). It is the responsibility of the Customer to ensure the correctness of the order as advised on the Order Confirmation and failure to communicate or notify of any discrepancies at the time of the Order Confirmation shall be deemed to be an acceptance by the Customer of the order as stated.
2.4. Upon acceptance by HMM, Orders shall not be subject to cancellation or any amendment by the Customer.
2.5. In the event that any specified material becomes unavailable either temporarily or permanently after the Order is confirmed, HMM may need to provide an equal substitute that will not affect the overall performance of the product.
2.6. Where colours and designs are to be matched, HMM shall make reasonable efforts using standard colours and designs but does not guarantee a perfect match and disclaims all liability arising out of any colour or design variation.
- DELIVERY
3.1. Delivery shall be made by the Customer collecting the products at HMM’ s premises at any time after HMM has notified the Customer that the products are ready for collection or if some other place for delivery is agreed by HMM by HMM delivering the products to that place.
3.2. HMM will execute Orders within 2-7 working days from the date of the quotation or Sales Order. Delivery dates are estimates and are not guaranteed, and HMM shall not be liable for any delay in delivery of the products, however caused. HMM will make reasonable efforts to meet the specified delivery date.
3.3. Time for delivery shall not be of the essence unless previously agreed by HMM in writing.
3.4. If this is not possible (because the ordered item or its raw material is out of stock or no longer available), there is a delay for other reasons or an Order cannot be executed or only partially, the Customer will receive an order within one month after placing the Order.
3.5. Where the products are delivered in instalments, each delivery shall constitute a separate contract and failure by HMM to deliver any one or more of the instalments in accordance with these Conditions or any claim by the Customer in respect of any one or more instalments shall not entitle the Buyer to treat the Contract as a whole as repudiated.
3.6. The place of delivery is the address the Customer made known to HMM. In the event the Customer designates a person to receive delivery on their behalf, the Customer should send an email to orders@heritagemabati.com giving such authorization and attaching a copy of the person’s ID for easy identification. This authorization should be made before departure for delivery.
3.7. HMM shall deliver the materials at the delivery charges determined by HMM RMFL from time to time unless otherwise agreed in writing prior to placing an order. For purposes of this clause, delivery shall take place on the date the truck enters the Customer’s premises or arrives at the premises. Where the agreed point of delivery is a place other than the Customer’s site, the Customer must indicate the same to HMM via email before delivery. The Customer undertakes to take all such steps and do all such things as may be required to comply with its obligations under this agreement to receive and accept delivery in terms hereof.
3.8. Whenever HMM is ready to deliver the materials and informs the Customer that it is ready to deliver the materials or proceeds to deliver the materials and the Customer delays, fails, refuses, or neglects to accept delivery or is not available to accept delivery or frustrates the delivery of the material, then delivery shall be deemed to have taken place on the earlier date when HMM informs the Customer that it is ready to deliver the material or on the date the truck is refused entry into or is otherwise impeded from entering the Customer’s premises or the designated delivery point if applicable.
3.9. If delivery occurs and you fail to collect or accept delivery of the product or if there are any delays in the off-loading or you fail to give adequate delivery instructions or authorization at the time stated for delivery then without prejudice to any other right or remedy available to HMM, HMM may:
3.9.1. Store or arrange for storage of the product until you collect or accept delivery of them or are disposed of under clause 3.9.2. Whether HMM will take such action it considers necessary to attempt to re-deliver the products to the address specified in the Sale Order or leave it to collection by the Customer will be at the sole discretion of HMM.
3.9.2. [Following written notice to you] treat the Contract as repudiated by you and dispose of the products in any way we see fit including by sale to another person. If we sell any of the products under this Condition 3.9.2 at a price which is less than the relevant Price [plus any relevant [packaging] [insurance] [carriage] [and] [delivery] costs], we will be entitled to charge you for the shortfall; and
3.9.3. Charge you a storage fee of Kes. 100 per meter per day and any other costs and expenses which we incur under Conditions 3.9.1 and 3.9.2.
3.10. Risk in the product shall pass to the Customer upon delivery.
- OFF-LOADING OF MATERIAL
4.1. The duty of the HMM transport contractor and/or driver shall be limited to the delivery of goods to the Customer at the Customer’s premises or designated location and shall under no circumstances be responsible for or obliged to do physical offloading of the material from the motor vehicle. This remains the responsibility of the Customer and/or the Customer’s employees and/or agents.
4.2. Offloading shall be done strictly within thirty (30) minutes. Failure to strictly adhere to this timeline will result in a penalty to be calculated hourly at a rate [to be determined by HMM.
- ACCEPTANCE
5.1. You must inspect the products to confirm the quality, quantity, thickness, width, length, and paint quality upon receipt. You are deemed to have accepted goods delivered unless you indicate your rejection on the Delivery Note specifying the reasons for rejection.
5.2. No claims shall be entertained if lodged after the delivery of the product.
- RETURN
6.1. The Customer is responsible for the selection and specifications of the goods. Under no circumstance shall HMM accept the return or replacement of the materials selected by the Customer or be liable for the selection made by the Customer.
6.2. Delays in delivery shall not entitle Customers to claim any damages resulting therefrom.
- WARRANTY AND LIMITATIONS
7.1. This Warranty is limited to fading, perforation, and peeling by weathering in the natural elements as detailed below:
- 7.1.1. Perforation: Perforation due to natural weather rust. Minor corrosion on the surface, cut edges, or tension bends does not constitute product failure for purposes of this Warranty.
- 7.1.2. Fading: Loss of colour as confirmed through testing in accordance with ASTM D-2244-09b standard.
- 7.1.3. Peeling: Paint delamination when one coating separates from another. Scratches on the product due to poor handling do not constitute product failure for purposes of this Warranty.
7.2. Warranty details including duration will be based on product classification and provided in an e-card sent at dispatch.
7.3. The warranty is only valid if applied on www.heritagemabati.com for approval and is based on product type and paint classification as per KEBS Standards EAS468 of 2019.
7.4. Products must be purchased directly from HMM or accredited dealers and installed within 30 days of purchase.
7.5. Warranty claims must be applied for online at www.heritagemabati.com where an e-card with specific terms will be issued post-purchase. The claim process will also be conducted online including digital signatures where required.
7.6. Conditions for Warranty:
- 7.6.1. The warranty is only valid if the product is installed by an HMM -approved installer upon customer verification of the installer’s NCA accredited contractor status at the time of purchase.
- 7.6.2. The warranty does not cover damage resulting from: (i) Faulty installation (ii) Damage during transport, handling, or storage (iii) Exposure to chemicals, incompatible materials such as treated lumber, lead, or copper (iv) Failure to follow HMM’ s Installation, Handling, and Storage Guidelines (v) Severe environmental conditions (vi) Force majeure events (vii) Improper maintenance or use and (viii) Use of third-party products not approved by HMM.
7.7. HMM shall, at its discretion, replace, repair, re-finish the product or component, or undertake any other necessary actions to resolve the issue. If the product is no longer available, HMM will use a similar or related product to remedy the claim.
7.8. HMM shall not be responsible or liable for incidental, indirect, consequential, punitive, or special damages or losses including but not limited to legal fees, labour costs, logistical costs, loss of business, loss of goodwill, or any damages beyond the price of the product.
- LIABILITY AND LIMITATION
8.1. HMM’ s total liability for any loss or damage arising out of or in connection with the Sale of Goods shall be limited to the price of the Goods. HMM shall not be liable for any incidental, indirect, special, punitive, or consequential damages including but not limited to loss of profits, loss of business, or loss of goodwill whether based on contract, tort, or any other legal theory.
8.2. HMM shall not be liable for any indirect, special, or consequential damages including loss or damage caused by market conditions or other factors beyond HMM’s control.
8.3. HMM shall be responsible for making good any defect to any portion of the roofing material which may appear or occur under proper use during the warranty period and which arises from defects of material at the time of product supply. The entire liability of HMM under this sales contract shall not exceed the value of the goods purchased. If any such defect shall appear for which HMM is responsible, the Customer shall immediately inform HMM thereof, stating in writing the nature of the defect. HMM shall investigate the claim and if satisfied, shall within a reasonable time provide repair materials (paint in case of fading) to correct the defect. The Customer shall provide labour and other incidental expenses.
8.4. HMM shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, installation workmanship, mishandling, poor storage conditions, error in Customer specification, or special incidental and consequential damages.
- INDEMNITY AND UNDERTAKINGS
9.1. The Customer hereby indemnifies and agrees to defend, keep indemnified, and hold harmless HMM in respect of all loss, including legal costs, liability, damage, or expenses suffered or incurred by the Customer including third parties.
- FORCE MAJEURE
10.1. In the event of any act of God, war, strikes, breakdowns of plants or any machinery at any of HMM’ s plants, riot, civil war, operational disaster, pandemics, government actions, supply chain disruptions, heavy rains or floods making roads impassable, or any like circumstances arising or action taken beyond or outside the reasonable control of HMM and preventing HMM from supplying any material or otherwise performing any one or more of its obligations in terms of these General Terms and Conditions, then HMM shall be relieved of such obligations to the extent of the nature of the Force Majeure and shall not be liable for any loss (direct and/or consequential) and/or damage which the Customer may suffer due to or resulting from the Force Majeure, provided always that a notice shall be promptly given to the Customer in regard to the Force Majeure.
- PRIVACY AND DATA USAGE CONSENT
11.1. By purchasing from HMM, the Customer allows HMM, its affiliates, consultants, subsidiaries, employees, contractors, and lawyers to use the data they provide at any time. This consent extends to the processing, storage, and use of data for purposes related to the sale and delivery of goods, customer support, and any legal or regulatory compliance. HMM shall comply with all applicable data protection laws and data will only be used for specified and legitimate purposes.
- ENTIRE AGREEMENT AND VARIATION
12.1. This document embodies the entire agreement between the parties hereto, and no amendment or variation of any of the provisions of these General Conditions of Sale shall be of any force or effect unless reduced to writing and signed by an authorized representative of HMM.
12.2. All terms stated on the website are indicative. No rights can therefore be derived from the aforementioned periods.
12.3. Any unauthorized amendments, modifications, or alterations to this document shall not be binding on HMM unless expressly agreed in writing and signed by an authorized representative of HMM.
- DISPUTE RESOLUTION
13.1. In the event of any dispute, controversy, or claim arising out of or relating to this agreement, the parties shall first attempt to resolve the matter through good faith negotiations.
13.2. If the parties are unable to resolve the dispute through negotiation, the dispute shall be submitted to mediation under the auspices of a mutually agreed-upon mediator.
13.3. Should mediation fail, the dispute shall be finally resolved by arbitration in accordance with the Arbitration Act of Kenya. The place of arbitration shall be Nairobi, Kenya, and the language of arbitration shall be English.
13.4. The decision of the arbitrator(s) shall be final and binding on the parties.
SECTION 20 – CONTACT INFORMATION
Contact Us
Trade Name: Heritage Mabati Phone Number: +254 746667588
Email: sales@heritagemabati.com
Physical Address: Heritage Mabati Mills, Gwa , Kairu Go Downs, Ruiru, Kenya