Terms and Conditions of Sale
CUSTOMER´S TERMS AND CONDITIONS
Products and services furnished by Seller are sold only on the terms and conditions stated herein, notwithstanding any different or additional terms or conditions stated on Customer´s purchase order or other documents, which are expressly rejected hereby by Seller. Seller´s performance of any contract is expressly made conditional on Customer´s agreement to the terms and conditions stated herein unless otherwise specifically agreed to in writing by Seller. In the absence of such agreement, commencement of performance and/or delivery shall be deemed to be for Customer´s convenience only and shall not be deemed or construed to be acceptance of Customer´s terms and conditions or any of them. Further, customer´s acceptance of any product or service shall be deemed acceptance of the terms and conditions stated herein. The sale of products delivered by Seller shall be governed by the laws of the Republic of Kenya.
PRICES
All prices are subject to the terms and conditions stated herein as well as any additional terms and conditions that may appear on the face hereof. In the case of a conflict between the terms and conditions stated herein and those appearing on the face hereof, the latter shall control. Seller´s prices are subject to change without notice. Unless otherwise stated in writing by Seller, all prices shall be exclusive of transportation, insurance, taxes (including, without limitation, any sales, use, value added, excise or similar tax, and any tax levied on or assessed to Seller after product delivery by reason of Seller´s retention of title as provided herein) license fees, customs fees, duties, premiums, fees and other charges. Any such taxes, fees and charges will at Seller´s option be added to the price, paid directly by the Customer or reimbursed by customer if paid by Seller. Prices are for products only and do not include equipment, tools, dies, technical data, proprietary rights of any kind, patent rights, qualification tests, environmental tests or other tests (except Seller´s standard tests) or packaging (other than Seller´s standard packaging), unless expressly agreed to in writing by Seller. Prices are for a specified print and revision, or if not so stated, the applicable Seller´s part number and current revision shall govern. Any changes in specified customer print shall require re-quotation for price and delivery.
TERMS OF PAYMENT
Unless credit is specifically granted in writing by Seller, payment in full is due upon order. The Seller shall reserve the right to offer credit to Customers and shall be subject to a proper due diligence report on credit rating and score done by the Seller or an appointed agent of the Seller. All payments for products released and shipped on approved credit accounts shall be due in full and in legal tender of the United States (unless otherwise indicated by Seller on the invoice) thirty (30) days from the date of invoice. Payment of each of Seller´s invoices, whether or not such invoice covers Customer´s entire order shall be made in accordance with the terms of the invoice. If Customer fails to perform the terms of payment of any invoice or if the financial condition of Customer shall become impaired or unsatisfactory to Seller, or if necessitated by any act, or requirement of any governmental authority, Seller in its sole discretion, reserves the right to change the terms of payment, require payment in advance or security or a guarantee satisfactory to Seller and/or defer or discontinue further shipments without prejudice to any other lawful remedy available to Seller. Seller also reserves the right in the case of any of the foregoing events to cancel all of Customer´s orders, in which event Customer shall fully compensate Seller for any commitments, obligations, expenditures, expenses and costs that Seller may have incurred in connection with the orders (e.g., conversion charges, restocking charges). Unless otherwise specified on the face hereof, Seller shall have the right to make partial shipments. Each partial shipment shall be deemed a separate sale and payment shall become due therefore, in accordance with the terms of payment of the related invoice. A delinquency charge of two percent (2%) per month, calculated on a compounding basis, shall be charged on all overdue amounts until payment is made in full. In addition, Synnefa shall have the explicit right to suspend access to FarmCloud, as well as delivery or provision of any products or services, where invoices remain overdue. Customer shall pay all fees and expenses (including attorneys´ fees) incurred by Seller in the enforcement of Seller´s rights hereunder. Title for financial security purposes shall remain with Seller until Customer has made payment in full in accordance with the terms hereof. Customer shall defend, indemnify and hold Seller harmless from any and all liability, claims, losses, damages, costs and expenses (including reasonable attorney´s fees and costs) arising from Customer´s breach of these terms and conditions of sale.
PRODUCT ACCEPTANCE
Seller reserves the right and Customer agrees that the Seller has the right to ship orders complete with yield quantities and/or first level packaging limitations plus or minus five percent (5%). Justified reject parts within yield quality limits shall be credited to Customer´s account and shall not be replaced unless reordered. Each product furnished by Seller shall be deemed accepted by Customer unless written notice of defect or nonconformity is received by Seller within ten (10) days of delivery thereof. Notwithstanding the foregoing, use of any such product by Customer, its agents, employees or licensees, for any purpose after delivery thereof, shall constitute acceptance of the product by Customer.
No refunds
No refunds shall be available for goods or services once paid for, save that defective and uninstalled products may be refunded within thirty (30) days of purchase. Refunds shall apply only to products, not to services. Where a product is defective, Synnefa shall in the first instance seek to repair the product; if repair is not reasonably possible, a replacement shall be provided. Transport costs for returns shall be borne by the Customer.
TRANSPORTATION AND RISK OF LOSS
Transportation will normally be in accordance with Customer’s shipping instructions, but Seller reserves the right to ship products freight collect and to select the means of transportation and routing. Unless otherwise advised, Seller may insure the full value of the products or declare full value thereof to the transportation Seller at the time of delivery and all freight and insurance costs shall be for Customer's account. Risk of loss or damage shall pass to Customer at the point of delivery to the Customer’s site if Synnefa delivers, or at the EXW (Ex Works) point if collected by the Customer.. Confiscation or destruction of, or damage to products shall not release, reduce or in any way affect the liability of Customer to make payment therefore. Notwithstanding any defect or nonconformity, or any other matter, such risk of loss or damage shall remain in Customer until the products are returned at Customer´s expense to such place as Seller may designate in writing. Customer, at its expense, shall fully insure products against all loss or damage until Seller has been paid in full thereof, or the products have been returned to Seller. All products must be inspected upon receipt and claims must immediately be filed with the transportation Seller and Seller when there is evidence of shipping damage, either concealed or external. Unless otherwise specified by Seller in writing as used in the clauses appearing herein or attached hereto, “delivery´ shall occur as provided above. Customer is responsible for compliance with applicable export laws and obtaining the appropriate export licenses when reselling the products.
DATA PRIVACY & COMPLIANCE
Customer acknowledges and agrees that Synnefa shall process all personal data and device data strictly in accordance with applicable data protection laws, including the Data Protection Act, 2019 (Kenya). Synnefa shall ensure that its collection, storage, processing, and use of such data aligns with (i) Synnefa’s Privacy Policy; and (ii) FarmCloud Terms of Service, as may be updated from time to time.
Both Synnefa and Customer shall take reasonable technical and organizational measures to safeguard data against accidental or unlawful destruction, loss, alteration, unauthorized disclosure, or access.
PERFORMANCE
Delivery and shipment dates are estimates only, and Seller does not guarantee delivery or shipment on or by such dates. Seller will make reasonable efforts to observe its dates indicated for delivery or other performance. However, Seller shall not be liable in any way because of any delay in performance hereunder due to unforeseen circumstances or to causes, beyond its control, including, without limitation, strike, lockout, pandemics, epidemics, embargo, riot, war, act of terrorism, fire, act of God, accident, failure or breakdown of components necessary to order completion, subcontractor, supplier or Customer caused delays, inability to obtain labor, materials or manufacturing facilities, or compliance with any law, regulation or order. Performance shall be deemed suspended during and extended for such time as any such circumstances or causes delay its execution. When such circumstances or causes have been remedied, Seller will make and Customer shall accept performance hereunder. Seller reserves the right, in its sole discretion, to determine manufacturing location, allocate inventories and current productions and substitute suitable materials, when, in its opinion, such allocation or substitution is necessary or legally required due to such circumstances or causes. As used herein, “performance´ shall include, without limitation, fabrication, assembly, shipment, delivery, testing and warranty repair or replacement as applicable.
The Information Synnefa Green Limited Collects.
Synnefa Green Limited sensor devices (each, a “Device”) have the ability to upload to following types of data from the Device to Synnefa Green Limited’s servers:
1. Land Data: Land data includes soil temperature, pH, fertility, moisture, and other elements related to soil conditions.
2. Weather Data: Weather data includes rainfall, temperature, and other elements related to weather conditions.
These categories are not exhaustive but provided to inform you of the types of information Synnefa Green Limited’s Device may collect from you. Collectively these data streams that originate from Devices owned or leased by you are referred to as your “Data” in this Agreement.
Your Ownership of Ag Data.
Synnefa Green Limited believes that you are the owner of Data that originates from Devices you own or lease. Synnefa Green Limited believes that ownership should give you the right to share, download, and delete your Data. Provided your account is current, you may download your Data from Synnefa Green Limited. You release Synnefa Green Limited from any claims that someone else owns the Data uploaded to your account. If your account with Synnefa Green Limited terminates and you do not delete your Data, Synnefa Green Limited may, at its discretion, maintain or delete such Data in accordance with its internal policies.
Data Sharing with Synnefa Green Limited
License Grant for Aggregated Data.
You grant Synnefa Green Limited a limited license to use your Data as provided in this paragraph. You give your consent to Synnefa Green Limited to: (1) clean your Data by removing perceived errors and omissions; (2) share your Data among Synnefa Green Limited’s employees and agents to assist Synnefa Green Limited with providing Web Services; and (3) anonymize and combine your Data with data from other Synnefa Green Limited users to create aggregated datasets (“Aggregated Data”). Aggregated Data does not contain your Personal Information (as defined in the Privacy Policy) and is owned by Synnefa Green Limited.
Restrictions on Synnefa Green Limited’s Use of Data.
Synnefa Green Limited will not share your Data with any person or Seller except as explained above, unless you provide your consent. In the event Synnefa Green Limited is sold, you will be provided notice and allowed to delete or remove your Data prior to the sale, however, Aggregated Data may not be deleted or removed. All vendors or contractors used by Synnefa Green Limited that have access to your Data are required to abide by Synnefa Green Limited’s Privacy Policy, Terms of Service and Data Use Agreement.
Data Sharing with Others
Trusted Advisors.
You have the option of granting certain “Trusted Advisors” access to add, view, edit, delete, upload and download your Data. Trusted Advisors may include agronomists, crop consultants, seed dealer representatives, your employees, family members, landowners, farmers, and others as designated by you. Trusted Advisors must obtain a Synnefa Green Limited account, user ID, login, and agree to follow Synnefa Green Limited’s Privacy Policy, Terms of Service, and Data Use Agreement before they may be granted access to your Data. You may stop sharing your Ag Data with Trusted Advisors by revoking their permission through the Synnefa Green Limited-Farmshield website. Revoking permissions may not cause Data previously shared to be deleted from other user’s accounts.
Other Technology Partners (Integrations).
With your consent, Synnefa Green Limited may also provide you with the ability to share your Data with other technology providers through links established through Synnefa Green Limited and such third parties. Synnefa Green Limited is continually working to provide users with options to transfer and share data among different companies and data platforms. When your Data is transferred or shared with a third party, your use is subject to that third party’s policies and contract terms. Likewise, Synnefa Green Limited may allow you to upload Data directly from third party technology providers. Any uploads from third parties are subject to Synnefa Green Limited’s policies and contract terms. Uploaded Data may become Aggregated Data.
Viewing Aggregated Data.
You may have the ability to view Aggregated Data, as determined solely by Synnefa Green Limited. When viewing Aggregated Data, you will not have access to other users’ Personal Information. You agree to only use Aggregated Data for your own purpose. You agree not to identify owners or sources of Aggregated Data, and you will not attempt to de-anonymize any Aggregated Data or ascertain owners of Devices where such Aggregated Data originated. You may not sell, transfer, or share Aggregated Data with others.
Your Ability to Delete Data.
You may delete your Data at any time, however, deleting previously uploaded Data will not cause Aggregated Data to be deleted. Upon termination of your Synnefa Green Limited account for any reason, Synnefa Green Limited shall retain a copy of your Data for a period of at least ninety (90) days. You may delete your Data after termination or nonrenewal of your Synnefa Green Limited account according to Synnefa Green Limited’s Terms of Service.
How Synnefa Green Limited Stores Your Data.
Your Data is uploaded from Devices and stored on servers that are owned or rented by Synnefa Green Limited from reliable services. Synnefa Green Limited takes reasonable and customary security measures to protect the privacy and security of your Data. In the event of a data breach, natural disaster, or other unforeseen event that causes your Data to be deleted or compromised, Synnefa Green Limited will notify you when you log in, by email, or other method required by law.
Your Obligations.
You should not allow anyone to access your account or Data. You agree to defend and indemnify Synnefa Green Limited against all claims, losses, damages, and injuries arising from a breach of your obligations in this Data Agreement.
Modifications.
Synnefa Green Limited may revise this Data Use Agreement from time to time. Synnefa Green Limited will notify you by email or when you log into your account. By continuing to use the Services after revisions become effective, you agree to be bound by any updated version of this Data Use Agreement.
CANCELLATION, SUSPENSION OR MODIFICATIONS BY CUSTOMER
Customer´s order as indicated on the face hereof can be cancelled, suspended or modified only with Seller´s prior written consent.
PATENTS AND OTHER INTELLECTUAL PROPERTY RIGHTS
Engineering, consulting or development services provided by Seller to customer (“Development Services´) that result in any idea, invention, concept, discovery, work of authorship, patent, copyright, trademark, trade secret, know-how or other intellectual property shall be the sole property of Seller. Seller will defend Customer and pay any settlement amount or judgment resulting from any claim that the design or manufacture of any product in Seller´s commercial line of products or manufactured to specifications set by Seller and furnished hereunder constitutes an infringement; provided that (a) Seller is notified promptly in writing of such claim of infringement and is given full authority, information and assistance in settling and defending such claim and (b) Seller shall have no liability whatsoever with respect to (i) any claims settled by Customer without Seller´s prior written consent, (ii) any modification of products, or (iii) any use or combination of products with products not furnished by Seller. In the event of such a claim, Seller will, in its sole discretion and at its own expense, either procure for Customer the right to continue using said product, replace it with a non-infringing product, or remove it and refund the selling price thereof. THIS SHALL CONSTITUTE SELLER´S ENTIRE LIABILITY RELATING TO ANY CLAIM BASED UPON OR RELATED TO ANY ALLEGED INFRINGEMENT OF ANY PATENT OR OTHER INTELLECTUAL PROPERTY RIGHTS. Customer shall defend and hold Seller harmless against any expense, loss, costs or damages resulting from any claim of infringement of patents, trademarks or other intellectual property rights arising out of compliance by Seller with Customer´s designs, specifications, or instructions and any or all of the matters described above in subsections (a) or (b).
QUALITY ASSURANCE
Quality assurance provisions applicable to the product(s) specified herein shall be in accordance with Seller´s standard practices and procedures unless otherwise specified by mutual written agreement.
TITLE TO EQUIPMENT
Equipment which Seller constructs or acquires for use in production of goods ordered hereunder shall be and remain Seller´s property and in Seller´s sole possession and control. Any charges made by Seller therefore, shall be only for the use of such equipment and shall not confer on Customer any rights of any kind with respect to such equipment.
SET OFF
Seller shall have the right at any time and without notice to set off any liability or obligation of Customer to Seller against any liability or obligation of Seller to Customer.
LIMITED WARRANTY
Seller warrants for a period of one (1) year from the date of purchase, only to the original purchaser, that each product delivered shall be free from defects in material or workmanship at time of shipment, and that each product delivered will meet the published specifications for that product or any specifications agreed by Seller in writing. This warranty does not extend to any of the Seller´s products which have been subjected to misuse, adverse conditions, abuse, neglect, or accident, or which have been installed in the circuit or application, which has been altered or repaired outside of Seller´s factory, or which has not been used strictly in accordance with all manuals and instructions. OTHER THAN THE WARRANTIES SET FORTH ABOVE, SELLER MAKES NO OTHER WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, AS TO THE CONDITION, DESCRIPTION, FITNESS FOR A PARTICULAR PURPOSE, OR MERCHANTABILITY OF THE PRODUCTS, OR AS TO ANY OTHER MATTER, AND THE WARRANTIES SET FORTH ABOVE SHALL SUPERSEDE ANY ORAL OR WRITTEN WARRANTIES OR REPRESENTATIONS MADE OR IMPLIED BY SELLER OR ANY OF SELLER´S EMPLOYEES OR REPRESENTATIVES OR IN ANY OF SELLER´S BROCHURES, MANUALS, CATALOGS, LITERATURE OR OTHER MATERIALS. IN ALL CASES, CUSTOMER´S SOLE AND EXCLUSIVE REMEDY AND SELLER´S SOLE OBLIGATION FOR ANY BREACH OF THE WARRANTIES CONTAINED HEREIN SHALL BE LIMITED TO, AT SELLER´S OPTION, CREDIT FOR THE DEFECTIVE PRODUCT OR THE REPAIR OR REPLACEMENT OF THE DEFECTIVE PRODUCT, PROVIDED THAT SAID PRODUCT IS RETURNED TO THE Seller ACCORDING TO THE PROCEDURE DESCRIBED BELOW, AND PROVIDED THAT UPON THE Seller´S EXAMINATION, THE PRODUCT, WHEN TESTED WITHIN THE SPECIFIED RATINGS AND IN ACCORDANCE WITH GOOD ENGINEERING PRACTICE, DOES NOT MEET THE WARRANTY CONTAINED HEREIN, AS SELLER IN ITS SOLE DISCRETION SHALL DETERMINE. SELLER AND CUSTOMER AGREE AND UNDERSTAND THAT THE PRICE STATED FOR THE PRODUCTS AND SERVICES HEREIN DESCRIBED IS IN CONSIDERATION FOR THE LIMITATION OF SELLER´S LIABILITY FOR A BREACH OF THE ABOVE DESCRIBED EXPRESS WARRANTY AND THAT SUCH LIMITATION REPRESENTS A VALID AND REASONABLE ALLOCATION OF COMMERCIAL RISK BETWEEN THE PARTIES.
WARRANTY REPLACEMENT AND ADJUSTMENT
All claims under warranty must be made in writing promptly after the occurrence of circumstances giving rise thereto and must be received within the applicable warranty period by Seller or its authorized representative. Each claim must include the product type and serial numbers or date code and a full description of the circumstances giving rise to the claim. Before any products are returned for repair and/or adjustment, written authorization from Seller or its authorized representative for the return and instructions as to how and where the products should be shipped must be obtained. Any product returned to Seller for examination shall be sent prepaid via the means of transportation indicated as acceptable by Seller. Seller reserves the right to reject any warranty claim not promptly reported and any warranty claim on any item that has been altered or has been shipped by non-acceptable means of transportation. When any product is returned for examination and inspection, or for any other reason, Customer shall be responsible for all damage resulting from improper packing and handling and for loss in transit, notwithstanding any defect or nonconformity in the product. In all cases, Synnefa shall in the first instance seek to repair defective products. Where repair is not reasonably possible, Synnefa shall provide a replacement. Refunds shall only be available for defective and uninstalled products returned within thirty (30) days of purchase. Transport costs for returns shall be borne by the Customer.. The Warranty offered to Customer is not transferable.
COMPLIANCE WITH LAWS
Customer represents and warrants that its use of the Products sold hereunder complies with all laws, ordinances, governmental rules and regulations to which it is subject.
LIMITATION OF LIABILITY
The maximum liability, if any, of seller relating to products sold hereunder, including without limitation contract damages and damages for injuries to persons or property, whether arising from seller´s breach of these terms and conditions of sale, breach of warranty, negligence, strict liability, or other tort with respect to the products, or any services in connection with the products, shall be limited to an amount not to the insured limites available under Synnefa’s Product and Public Liability Insurance Cover. In no event shall seller be liable to customer or any third party based upon breach of warranty, breach of contract, negligence, strict tort liability or otherwise for any punitive, incidental, consequential, indirect or special damages, including without limitation lost revenues and profits, even if seller has been advised of the possibility of such damages. The Customer shall, after delivery and installation, maintain its own insurance in respect of the products, including property, casualty, and business interruption cover. The right to recover damages within the limitations specified is customer´s exclusive alternative remedy in the event that the remedy provided herein fails of its essential purpose.
DISPUTES
Any disputes arising out of or in connection with this Agreement are to be resolved in the first instance by good faith discussions between the parties. Where such discussions fail, the parties shall submit the dispute to mediation in Kenya conducted under a mutually agreed framework. If mediation fails to resolve the dispute within thirty (30) days, the dispute shall be referred to and finally resolved by arbitration.
The arbitration proceedings shall be conducted in Kenya in accordance with the Arbitration Act of the Republic of Kenya. The arbitral tribunal shall be composed of one (1) arbitrator agreed to by both parties and the arbitration proceedings shall be conducted in the English language. The arbitral award shall be final and binding on all Parties, and the Parties agree to be bound thereby and to act accordingly. The costs of arbitration shall be borne by the losing Party or Parties.
For Customers domiciled outside Kenya, the parties may by mutual agreement refer disputes to international arbitration under recognised institutional rules, including the ICC or UNCITRAL Arbitration Rules, with the seat and language of arbitration to be agreed between the parties.
When any dispute occurs and when any dispute is under arbitration, except for the matters under arbitration, the Parties shall continue to exercise their other respective rights and fulfil their other respective obligations under this Agreement.
The parties hereby explicitly agree that the confidentiality undertaking in clause 4 shall be upheld by both parties in relation to any arbitration proceeding and any arbitration award or decision, except in the event disclosure is required by mandatory law or necessary in order to enforce an arbitration award or decision against one of the parties.
Variations and alterations
The Customer has the right to request The Seller to carry out all variations and alterations from the plans and specifications provided that such alterations and variations WILL NOT affect the strength of the overall structure or product.
The Seller shall price such variations and alterations within a reasonable amount of time of the receipt of the requests by The Customer to do so. Work shall not be carried out on the alterations and variations until The Customer and The Seller have agreed to the prices charged by The Seller for such work.
The Seller shall state whether the alterations or variations requested will lead to an extension of time for the completion of the Works and shall provide The Customer an best estimate of the extra time required.
Extension of time
As soon as The Seller recognizes that the work will not be finished in the time agreed upon, he/she shall inform The Customer of the need for more time to complete the Works and the reason for the request for the increased time.
It is the duty of The Customer to consider the request for an extension of the contract time taking into account the reasons given by The Seller for such extension, and to grant the request if considered reasonable in the circumstances of the construction of the Works.
The Seller shall not be held liable for any delays or extensions on the date of completion due to any Acts of God or Force Majeure events.
The Seller shall not be held liable for completing works before the stated date.
The Customer shall be held liable for any losses or expenses arising from any delay, change or extensions affecting the commencement or completion dates of the project. Any such expenses or losses shall be passed and paid for directly by the Customer. Exceptions shall be made to situations due to Acts of God or Force Majeure events.
Maintenance period and Guarantee
The Seller is expected to make right any defects found in the Works for a period of up to two months after the completion of the Works. These defects shall include, exposed nails, unfastened Polythene, leaking driplines and excessive roof sagging and shall only cover the Greenhouse structure and the IoT Farmshield Device.
The Seller shall not be held liable for any Acts of God such as heavy rainfall, strong winds, lightning strike, fire outbreak, wearing, warping of wood or theft of any materials for the greenhouse or Farmshield under any circumstances. The party responsible shall be determined by an independent mediator whom both The Seller and Customer shall agree on. Both parties MUST agree on a common independent contractor to determine the responsible party. The Customer agrees that it shall defend, indemnify, save and hold The Seller harmless from any and all demands, liabilities, losses, cost and claims, including reasonable attorneys’ fees asserted against The Seller that may arise or result from (1) Acts of God such as Hail, Floods, Lightning, Wind, Wearing, Fire and Theft. (2) Mediation talks on determining the responsible party. Synnefa shall provide one (1) year of complimentary support and maintenance from the completion of the Works. Thereafter, maintenance site visits shall be charged at Synnefa’s prevailing annual rate for inspection and scoping only, with any materials or replacement parts billed separately. Synnefa commits to respond to customer support requests within seventy-two (72) hours.
The Seller shall not be held liable for materials or services provided by The Customer.
Any repairs, alterations, reinforcements or corrections done to the structure without the consent of The Seller shall deem this contract null and void and shall thus result in a termination. Any such repairs, alterations, reinforcements or corrections must first be approved by The Seller. The Customer shall inform The Seller via Email on the intent to do repairs, alterations, reinforcements or corrections and shall give The Seller 7 days to respond and advise on the way forward failure to which an elapse of the 7 days, The Seller shall be deemed to have agreed to give full authority to The Customer to proceed to do repairs, alterations, reinforcements or corrections.
Relations between The Seller and The Customer
The Seller shall carry out the Works in accordance with the drawings and specifications and in accordance with any reasonable instructions by The Customer or his/her representative.
As soon as possible after the signing of the contract between The Customer and The Seller, The Customer shall inform The Seller the name of his/her authorized representative who will represent The Customer for the construction of the Works. The Customer and The Seller shall inform each other in writing when there is a change of the persons authorized to represent them for the construction of the Works. All instructions from The Customer or his/her representative shall be given to The Seller or his/her representative in writing. Tools that come with the technician such as; tape measures, spanners, painting roller, knives are the Seller’s property. The technicians’ welfare costs are taken care of by the Seller including transport, accommodation and meals. No arrangements other than those known to the Seller should a Customer engage in with the field and technical staff. The Seller shall not be liable for any losses due to such arrangements. Tools such as a ladder, Tarimbos, pangas and jembes are assumed to be on site and shall be provided for by the Customer.
Acceptance of Terms.
The Seller and The Customer will acknowledge acceptance of these terms either through an email noting acceptance or acceptance is acknowledged at the beginning of any work on a said project. Electronic signatures shall be considered legal and binding. The Customer hereby grants The Seller the right to use the name, this structure and service marks of The Customer in its marketing materials or other oral, electronic, or written promotions, which shall include naming The Customer as a Customer of The Seller and a brief scope of services provided. Customers may, at the point of purchase, opt out of such marketing use by providing written notice to Synnefa. The Customer may charge an entrance fee to visitors for site visits. The Customer shall specifically and solely identify The Seller as the Contractor of Works. Notwithstanding that any provision of this Agreement may prove to be unrelated, not applicable, illegal or unenforceable the remaining provisions of this Agreement shall continue in full force and effect.
MISCELLANEOUS
This Agreement constitutes the entire agreement between Synnefa and the Customer with respect to the sale of products and services hereunder and supersedes all prior or contemporaneous oral or written communications, understandings, or agreements.
No failure or delay by Synnefa in exercising any right or remedy shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy preclude any other or further exercise thereof.
If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.
Customer shall not assign or transfer any of its rights or obligations under this Agreement without Synnefa’s prior written consent. Any attempted assignment in breach of this clause shall be null and void. Synnefa may assign this Agreement in whole or in part to any affiliate or successor entity.
All notices required or permitted under this Agreement shall be in writing and shall be deemed duly given when delivered by hand, courier, or registered mail to the parties at their respective addresses specified in the Order, or such other address as either party may designate in writing.
Customer warrants that it shall comply with all applicable anti-bribery and anti-corruption laws and regulations, including the Bribery Act, 2016 (Kenya). Synnefa may immediately terminate this Agreement upon becoming aware of any violation of this clause.
Customer shall comply with all applicable export control laws and economic sanctions regulations in connection with the products and services purchased hereunder. Customer shall not sell, export, re-export, transfer, divert, or otherwise dispose of any Synnefa product or service except in strict compliance with such laws and regulations.