Terms and Conditions

TERMS AND CONDITIONS OF SALE FOR SLIMROCK SOLUTIONS LTD
This document ("Agreement") sets out the comprehensive terms and conditions under which Slimrock Solutions Ltd ("SlimRock", "we", "us", or "our"), a company registered in Kenya, with offices at Biashara Plaza, Third Floor, Suite 29, Nairobi, sells goods and provides associated services to its customers ("you", "your", or "Customer"). By placing an order, you acknowledge that you have read, understood, and agreed to be bound by this Agreement in its entirety.

1. DEFINITIONS AND INTERPRETATION

1. DEFINITIONS AND INTRPRETATION
1.1 "Business Day" means any day other than a Saturday, Sunday, or public holiday in Kenya.
1.2 "Deliverables" or "Goods" refers to the hardware, equipment, parts, and any ancillary items specified in our quotation, order confirmation, or invoice.
1.3 "Order" means your purchase order, quotation acceptance, or any request by you that we confirm in writing.
1.4 Headings are for convenience only and shall not affect interpretation.
1.5 References to statutes include all amendments and reenactments.

2. APPLICATION OF THESE TERMS
2.1 These Terms apply to all Orders placed by you for Goods and override any pre-printed terms on your documents.
2.2 Any variation or additional terms become binding only if agreed in writing and signed by an authorized representative of SlimRock.
2.3 No course of dealing, trade usage, or industry practice shall modify these Terms.

3. SALE AND PURCHASE
3.1 Upon acceptance of your Order, SlimRock shall supply the Goods described in the Order Confirmation.
3.2 Each Order is a separate contract subject to these Terms.
3.3 Specifications, drawings, and performance data are estimates; minor variances shall not constitute grounds for rejection.

4. QUOTATIONS AND ACCEPTANCE
4.1 Quotations are valid for 30 Business Days from issuance unless otherwise stated.
4.2 Acceptance occurs upon our issuance of an Order Confirmation or dispatch of the Goods, whichever is earlier.
4.3 We reserve the right to correct typographical errors or omissions in quotations.

5. PRICE AND PAYMENT TERMS
5.1 The total purchase price ("Price") is exclusive of VAT, duties, and other levies.
5.2 Payment shall be made in two instalments:
• Initial Payment (70%): Due immediately after Order Confirmation. Goods will not be dispatched until funds clear.
• Final Payment (30%): Due immediately upon your confirmation of delivery and before you sign any delivery receipt.
5.3 Payment Methods: Bank transfer (to our nominated account), mobile money (as advised), or any method agreed in writing.
5.4 Late Payment:
• Interest at 30% per annum, prorated daily, from due date until receipt.
• Collection costs and legal fees on a full indemnity basis.
• Right of set-off against any amounts we owe you.
5.5 All bank charges incurred by either party in connection with payment shall be borne by you.

6. DELIVERY AND STORAGE
6.1 Unless agreed otherwise, delivery is Ex Works (INCOTERMS 2020) from our premises.
6.2 Delivery Date: Indicative only; we are not liable for delays due to supply shortages, transport disruptions, or force majeure.
6.3 Storage: If you fail to collect the Goods within 7 Business Days of notification, we may (at your cost): a. Store the Goods at our
premises or a third-party warehouse; b. Charge storage fees at prevailing market rates; c. Invoice you for storage and insurance costs.
6.4 Risk passes on delivery or upon transfer to carrier.

7. INSPECTION AND ACCEPTANCE
7.1 You shall inspect the Goods within 3 Business Days of delivery.
7.2 To reject non-conforming Goods, you must provide written notice detailing deficiencies. Failure to notify within this period constitutes acceptance.
7.3 For accepted Goods, the 30% final payment becomes due.

8. TITLE AND RETENTION OF OWNERSHIP
8.1 Title remains with SlimRock until full payment of all sums due under this Agreement.
8.2 You shall hold the Goods as fiduciary bailee and agent for SlimRock and store them separately.
8.3 If you default, we may recover the Goods. You grant us irrevocable license to enter your premises during normal business hours.

9. WARRANTIES AND GUARANTEES
9.1 SlimRock warrants that Goods will, at delivery, conform to agreed specifications and be free from material defects for 12 months.
9.2 Exclusions: a. Damage from misuse, neglect, or unauthorized modifications; b. Consumable items (e.g., batteries) unless otherwise
stated; c. Damage caused by third parties or natural wear and tear. 9.3 Remedies: Solely at SlimRock’s discretion, repair or replace defective Goods or refund the pro rata Price.
9.4 Claims under this warranty must be made promptly in writing with evidence of defect.

10. LIMITATION OF LIABILITY
10.1 Subject to mandatory law, SlimRock’s liability is limited to direct damages not exceeding the total Price paid.
10.2 We disclaim liability for indirect, incidental, or consequential damages, including loss of profit, data, or goodwill.
10.3 No action may be brought more than 12 months after the cause arises.