TERMS AND CONDITIONS OF THE KFK LOCAL PURCHASE ORDER

 

  1. This Local Purchase Order is not valid unless in writing and signed by an authorized signatory (ies) of Knight Frank Kenya Limited (“KFK”) and KFK shall be under no obligation to pay any invoice for which an official written Local Purchase Order has not been issued.
  2. Every Local Purchase Order shall remain open for acceptance for three (3) days after the receipt thereof by the Supplier, and if not accepted within the three days, then KFK shall have the right to cancel the Local Purchase Order.
  3. Goods and/or services shall be supplied not later than the delivery date indicated on the face of the Local Purchase Order. Notwithstanding the above provision, KFK reserves the right of acceptance for all goods and/or services supplied after the expiry of the delivery date mentioned therein.
  4. Every invoice and shipping document shall show the Local Purchase Order Number specified in the Local Purchase Order. Every parcel or tag shall be marked with the Local Purchase Order number of KFK.
  5. The invoice relating to the goods and/or referred to in this Local Purchase Order shall be sent by mail to KFK within 24 hours of shipment under separate cover.
  6. The goods and/or materials referred to in this Local Purchase Order shall be subject to inspection by KFK within a reasonable time after receipt thereof by KFK. KFK reserves the right to return the said goods and/or materials at the supplier’s expense if KFK’s specifications have not been met.
  7. KFK retains the right of inspection and approval of all goods and/or services and to reject any or all of the said goods and/or services
  8. Goods rejected for whatever reason remain the property of the Supplier whether kept at KFK’s premises or not and no liability whatsoever for loss or damage shall be preferred against KFK.
  9. KFK shall be under no obligation to pay any charges in connection with shipping or packing in excess of the charges that KFK has agreed to pay, and which result from the performance by the Supplier of the terms and conditions contained herein.

10. The Supplier shall pay those taxes imposed by law upon or in connection with the goods and/or services and/or material referred to in this Local Purchase Order. In the event that KFK shall be required by law to make any deductions or withholding tax then KFK shall, at the cost and expense and for the account of the Supplier, comply with such applicable legislation and remit the amounts to the appropriate authorities.

11. The Supplier shall ship the goods and/or materials referred to in this Local Purchase Order on the date specified by KFK. In the event that the supplier fails to ship the goods and/or materials on the said date for any reason whatsoever, KFK shall have the right to obtain such goods and/or materials from any other source.

12. The Supplier shall compensate KFK for any loss suffered by KFK in connection with the failure of Supplier to ship the goods and/or materials referred to in this Local Purchase Order on the said date.

13. Delivery of goods must be evidenced by a Goods Received Note (GRN) and delivery of services must be evidenced by a Service Job card.

14. The Local Purchase Order number must be quoted on all invoices and other correspondence regarding the supply or otherwise of the said goods or services.

15. The Supplier shall hold and indemnify KFK, its officers, agents, servants and users of its products harmless from liability for the infringement of any patent relating to any goods and/or material supplied by Supplier.

16. KFK shall be under no obligation to pay a price higher than the price agreed with the Supplier before the date of shipment. In the absence of express agreement as to price, KFK shall pay to the supplier the price last offered by the Supplier to KFK for identical goods, materials or services or the market price of identical goods, materials or services at the date of receipt thereof by KFK, whichever is lower.

17. Unless subject to a separate agreement, the supplier will be paid within thirty (30) days of statement date. All Supplier invoices and statements should be sent to the Finance Department, Knight Frank Kenya Limited.

18. The Local Purchase Order is placed by KFK on the understanding that the Supplier’s acceptance hereof serves as a warranty that no statute or any other legal regulation has been violated in the manufacture or sale of the goods and/or materials or the provision of services referred to in this Local Purchase Order.

19. This Local Purchase Order contains the entire agreement between the Parties with respect to the goods and/or materials hereof and, unless replaced in accordance with this clause or varied by mutual consent of the Parties contained in a contract issued by KFK, supersedes all previous understandings, commitments, agreements or representations, whether oral or written, express or implied, in relation to the subject matter between them.

20. KFK reserves the right to vary the terms and conditions of this Local Purchase Order as a direct result of new legislation, statutory instrument, Government regulations or licenses, amendments or recommendations from regulatory bodies, changes to its internal business rules or similar events provided that such variations or new terms and conditions shall be limited to the extent necessary for these purposes.

21. The terms and conditions of this Local Purchase Order are governed by the Laws of Kenya. Any dispute arising out of or in connection with this Local Purchase Order or the material and/or goods supplied hereunder shall be referred to arbitration by a single arbitrator to be appointed by Agreement between the Parties or in default of such Agreement within fourteen (14) of the notification of a dispute, upon the application of either party, by the Chairman for the time being of the Kenya Branch of the Chartered Institute of Arbitrators of the United Kingdom.

22. Such arbitration shall be conducted in Nairobi in accordance with the Rules of Arbitration of the said Institute and subject to and in accordance with the provisions of the Arbitration Act 1995.

23. To the extent permissible by law, the determination of the Arbitrator shall be final and binding upon the Parties.

24. Notwithstanding the Arbitration provisions, the Parties shall not be precluded from seeking urgent injunctive relief, in which case the Parties submit to the exclusive jurisdiction of the High Court of Kenya.

25. KFK requires that the Supplier as well its subcontractors, employees, directors, shareholders and officers to observe the highest standard of ethics during the procurement and execution of this Agreement. In pursuit of this, KFK defines, for the purposes of this clause the following terms:

(i) “Corrupt practice” means the offering, giving, receiving, or soliciting, directly or indirectly, anything of value to influence improperly the actions of another party including offences listed under all applicable laws, regulations and sanctions relating to anti-bribery, and anti-corruption including but not limited to the Kenya Anti-Corruption and Economic Crimes Act.

 (ii) “Fraudulent practice” means any act or omission, including a misrepresentation, that knowingly or recklessly misleads, or attempts to mislead, a party to obtain a financial or other benefit or to avoid an obligation;

(iii) “Coercive practice” means impairing or harming, or threatening to impair or harm, directly or indirectly, any party or the property of a party to influence improperly the actions of a party;

(iv) “Collusive practice” means an arrangement between two or more parties designed to achieve an improper purpose, including influencing improperly the actions of another party.

26. KFK Will terminate this Agreement with immediate effect if it determines at any time that representatives of the Supplier engaged in corrupt, fraudulent, collusive or coercive practices during the procurement or the execution of this Agreement; and Will sanction the Supplier, its shareholders, directors and other officers including declaring them ineligible, either indefinitely or for a stated period of time, to be awarded a KFK contract if it at any time determines that they have, directly or through an agent, engaged in corrupt, fraudulent, collusive or coercive practices in competing for, or in executing this or any other Agreement entered into with KFK.