UPITA GENERAL CONSTRUCTION COMPANY LTD
TERMS AND CONDITIONS OF SALE AND DELIVERY

1. GENERAL PROVISIONS

1.1. These general terms and conditions of sale and delivery apply unless explicitly deviated from by another written agreement.
1.2. The buyer’s general terms of purchase do not apply unless explicitly accepted in writing by the seller.

2. CONSULTATION, OFFERS, AND ORDER CONFIRMATION

2.1. The seller’s discussions with the buyer regarding solution options are for guidance only and are not binding, unless a separate consultancy agreement has been entered into.
2.2. All offers from the seller are valid for 4 weeks unless otherwise agreed and confirmed in writing.
2.3. A binding agreement is only deemed concluded once the buyer has received written order confirmation from the seller. Only the order confirmation is binding. Any discrepancies must be immediately notified; otherwise, the buyer is bound by the contents of the order confirmation.

3. PRICES AND PAYMENT

3.1. All prices are in UGS excluding VAT, duties, packaging, transport, etc. Prices are not binding and may be changed without notice by the seller.
3.2. Payment terms are outlined in the order confirmation. The seller may require a bank guarantee prior to delivery. Standard terms: 33% upon order, 33% midway, and 34% upon delivery and signature.
3.3. Late payments incur interest of 5% per month from the invoice date. In case of non-payment or refusal to accept delivery, the seller may cancel the purchase without notice. Orders exceeding UGS 25,000,000 will be invoiced in parts.
3.4. ORDER ACCEPTANCE (CUSTOMER)
The customer may not alter the payment amount stated in the order; only UPITA is authorized to amend payment terms or amounts, including in cases of partial delivery or supplier delays. The customer must inspect the goods upon delivery or upon completion of service, and confirm with signature. The customer has 48 hours to report defects or deficiencies to UPITA. If no report is made within 48 hours, the delivery is deemed accepted.

4. RETENTION OF TITLE

4.1. Title to the goods remains with the seller until the full purchase price and associated costs have been paid in full.

5. SCOPE OF DELIVERY

5.1. The seller’s delivery includes only the items and goods specified in the order confirmation. The goods shall be of standard good quality.

6. DELIVERY

6.1. Delivery times are indicative and non-binding unless otherwise agreed in writing.
6.2. Risk passes to the buyer upon handover at the seller’s premises or to the carrier.
6.3. For pick-up, risk and costs transfer to the buyer when the goods are ready for collection.
6.4. Transportation to alternative delivery addresses is at the buyer’s risk and expense, unless otherwise agreed.
6.5. Insurance will only be arranged by the seller if agreed in writing. The buyer is responsible for insuring their own goods and supplementary deliveries.

7. INSPECTION AND CLAIMS

7.1. The buyer must inspect the goods immediately upon receipt and report any defects in writing without delay.
7.2. The buyer must forward complaints from their own customers to the seller without delay.
7.3. Failure to claim as described above forfeits any right to compensation.
7.4. No claims can be made more than 48 hours after delivery.

8. DELAYS

8.1. In the case of documented delays due to seller’s fault, compensation is limited to 1% per week of the delayed part, up to a maximum of 10%. No other claims may be made.

9. DEFECTS

9.1. In case of defects, the seller has the right to remedy. Remedy includes materials and labor but excludes dismantling, transport, etc.
9.2. In case of quantity shortages, the seller may deliver the missing goods within a reasonable time.
9.3. The buyer bears the risk that the delivery is suitable for the buyer’s intended purpose.

10. NON-DISCLOSURE AGREEMENT

Upon confirmation of the agreement, a Non-Disclosure Agreement (NDA) comes into effect. Third parties may not interfere with the work. The work cannot be interrupted until UPITA has completed and finalized the task. In case of unlawful interference or false public statements, UPITA reserves the right to claim damages.

11. LIMITATION OF LIABILITY

11.1. The seller is only liable for defects if the goods have been used correctly and in accordance with instructions.
11.2. Indirect losses such as loss of business, profit, etc., are not compensated.
11.3. The buyer shall indemnify the seller against any third-party claims exceeding the scope of these terms.
11.4. The total liability is limited to the value of the goods (except where mandatory product liability law applies).

12. PRODUCT LIABILITY

12.1. The seller is liable in accordance with applicable Danish product liability laws, up to a maximum of €1 million.
12.2. Liability only applies to the seller’s own deliveries and not to modifications, additions, or faults caused by third parties.
12.3. In case of third-party claims exceeding €1 million, the buyer must indemnify the seller and cover legal costs. No compensation will be provided for operational or indirect losses. The buyer must immediately notify the seller of any third-party claims.

13. CONSTRUCTION SUPPLY CLAUSE

13.1. The seller’s products are generally not considered construction materials. If agreed otherwise, the following applies:
13.2. Liability for defects expires 1 year after the handover of the construction or, at the latest, 1 year from delivery.

14. INTELLECTUAL PROPERTY AND CONFIDENTIALITY

14.1. All intellectual property rights belong to the seller.
14.2. All technical material (drawings, models, etc.) belongs to the seller and may only be used in connection with the product.
14.3. The buyer may not disclose technical or commercial confidential information without prior written consent.

17. FORCE MAJEURE

17.1. In case of force majeure (war, natural disasters, strikes, fire, IT outages, etc.), the seller is released from obligations for the duration of the event, provided it could not reasonably have been foreseen.

18. GOVERNING LAW AND JURISDICTION

18.1. Disputes are governed by Ugandan law and shall be settled either by ordinary courts or by arbitration, at the seller’s discretion.
18.2. Arbitration, if chosen, shall follow simplified rules of procedure as per the Arbitration Institute.

Best regards,
Muwaga Peter Allan Director
UPITA General Construction Company Ltd