The “Company” means Associated Scale Service Company Limited or ASSCO Limited.
The “Buyer” means the person, firm or company to whom any contract is made.
The “Goods” means the goods, services or any part thereof agreed to be carried out
as described on the face of the quotation or acknowledgement of order or the sale agreement or delivery note.
i) All quotations given and all contracts made by the Company are subject to the terms
and conditions contained herein and all terms and conditions referred to by the Buyer
or contained in any order, acceptance of quotation or otherwise brought to the notice
of the Company are hereby excluded. These terms and conditions may be varied
only by agreement in writing between the parties. Accordingly these terms and
conditions constitute the whole agreement between the parties and supersede any
prior promise, representations, undertakings or implications.
ii) No servant or agent of the Company has any authority to make any representation or give any warranty in relation to the goods to be carried out or the materials to be used
in the carrying out of the goods, or to agree any variation or addition to these terms
and conditions, unless such representation, warranty, variation or addition is
expressed in writing and signed on behalf of the Company by a Director or other
person authorised by the Company.
i) Unless otherwise stated in the quotation payment shall be made in full by the end of
the month in which the goods are invoiced to the Buyer.
ii) In the case of payment other than by cash payment shall be deemed not to have
been made until any cheque, draft or instrument has been cleared and the proceeds
collected by the Company’s bank.
Until payment in full has been received by the Company in respect of the goods the
Buyer holds the goods in a fiduciary capacity as bailee for the Company and:
a) legal and beneficial title in the goods shall remain with the Company and if the
Company requires the Buyer shall store the goods in such a way that they are clearly
the property of the Company and shall maintain full insurance cover against loss or
damage in respect thereof.
b) the Company reserve the right of disposal of each item of goods and may retake possession thereof at any time and for that purpose may by its servants or agents
enter upon any land or premises occupied by the Buyer.
c) the Buyer undertakes in relation to each item of the goods not to remove parts from,
add to, modify or otherwise do any work on such goods without the express prior
written permission of the Company.
d) If the buyer incorporates or allows the incorporation of an item of the Goods into
other goods in any way, legal and beneficial title to those other goods both during the process of incorporating and thereafter shall vest forthwith in the Company and the
Buyer shall hold them in a fiduciary capacity as bailee for the Company; if the
Company so requires the Buyer shall observe the conditions regarding storage in
sub-clause (a) hereof as if such other goods were the goods originally supplied and
the Company reserves the rights regarding disposal, repossession and entry in subclause
(b) hereof as if such other goods were the goods originally supplied.
Until all outstanding invoices rendered to the Buyer by the Company are paid in
accordance with clause 3 above the Company shall have a general lien (in addition
to any other right or remedy open to the Company) upon any goods of the Buyer from
time to time in the Company’s possession or control and the Company may enforce
such lien by selling the goods or sufficient quantity of such goods to realise all
amounts then due to the Company under this contract or otherwise and
appropriating the same.
i) Whilst every effort is made to ensure that goods are delivered on the due date, the Company shall not be liable for any delays in delivery which may occur. If the
Company submits a sample for the Buyer’s approval, the period specified shall
commence on the date when the Company receives such approval in writing. The
Company may at any time give notice of revised delivery dates.
ii) If the Company is unable by reason of the Buyer’s instructions to effect independent inspection (if required) and/or shipment of the goods within 14 days of notification by
the Company that the goods are ready, the Buyer shall pay to the Company such
sums of money as may be due under the terms of the contract upon presentation of
iii) In the event of the Company agreeing a “free on board” contract with the Buyer, delivery shall take place at a Uganda port of the Company’s choice, and in
the absence of appropriate shipping instruction, being provided on or before the
completion of manufacture, the Company shall be entitled delivery to a warehouse at
such port and demand payment.
iv) The Company may at its own discretion invoice for part quantities of the goods
ordered unless otherwise agreed in writing.
7. TEST WEIGHT HIRE AND STAMPING FEES
Unless otherwise stated herein the costs of Test Weight Hire and Trading Standard Inspection and Stamping fees are to be paid by the Buyer.
Unless otherwise stated herein the costs of any Crane Hire during installation are to
be paid by the Buyer.
9. IMPORT AND EXPORT LICENCES
The Buyer will obtain at its own expense any licences required to export the goods
out of the Uganda and to import the goods into the Country of destination,
copies of which shall be sent upon request to the Company. If such licences expire
before the goods are available the Buyer shall be responsible for their renewal. The Company shall not be liable for any expense or loss caused by failure or delay in
obtaining or renewing such licences. Any damages (whether direct, indirect, special
or consequential) incurred by the Company by reason of such failure or delay shall
be reimbursed by the buyer upon demand.
10. DAMAGE SHORTAGE OR LOSS
When the price quoted includes delivery the Company shall not accept responsibility
for any damage, shortage or loss in transit unless;
a) Damage or shortage is notified in writing both to the Company and to the carrier
within three days of receipt of the goods, the goods have been signed for and have
been handled by the Buyer in accordance with the carrier’s conditions or
b) Non-delivery is notified to the Company within 14 days of date of invoice. In the event of the Company accepting responsibility for damage in transit, the damaged goods
shall be retained by the Buyer pending instructions on their disposal by the
All dates or periods stated in relation to the commencement or completion of the
work are estimates only and the Company shall not be liable to the Buyer for any loss
or damage (including direct/indirect special or consequential loss or damage) sustained by the Buyer as a result of the Company’s failure to comply with such date or period for commencement or completion. If necessary materials are not available, the Company may at its discretion give notice of such non-availability and without incurring any liability rescind or revise the contract as to the whole or any specified part. Where no specification of the materials to be used has been defined, the
material to be used shall be at the Company’s sole discretion. Design or catalogue specifications may be changed by the Company at any time without notice.
The Buyer shall not be entitled to cancel the contract or the further performances thereof without the prior written consent of the Company and then only upon such terms as the Company may require by way of indemnity or compensation for any loss (including loss of profit), damage, cost or expense which the company may have suffered by reason of such cancellation. Without prejudice to the foregoing in the event of cancellation by the Buyer of any contract for goods specially manufactured by the Company to individual specifications and not marketed by the Company as standard lines, the Company shall be entitled to charge for all expenses incurred in preparation for the manufacture of such goods.
i) All information including that relating to performance facts, weights, drawings, dimensions, photographs and the like are to be regarded as a general guide only and constitute no guarantee from the Company, unless specifically agreed in writing by the Company at the time of placing the order.
ii) Suggestions, recommendations, drawings, specifications and documents supplied in connection with quotations or contracts and all rights in relation thereto are the property of the Company and are returnable forthwith on demand at the Buyer’s expense and may not be disclosed to a third party without the written authority of the Company.
iii) The Buyer assumes responsibility for the capacity and performance of the goods being sufficient and suitable for this purpose. Furthermore, all recommendations and advice given by or on behalf of the Company as to the quality and/or suitability for any particular purpose are given without any liability whatsoever on the part of the Company, its servants or agents.
Except as expressly provided herein, the Company hereby excludes liability for all or any representations, terms, conditions or warranties, whether express or implied, relating to the goods and without prejudice to the foregoing, limits the extent of any liability which it may be under to repaying the invoice price received for the goods, the subject of the claim, save that nothing herein contained shall exempt the
Company from any liability for death or personal injury arising from the negligence of either the Company or its employees. In no event shall the Company be liable for any indirect special or consequential loss or damage whatsoever howsoever and by whatsoever cause.
15. FORCE MAJEURE
The Company shall not be liable for any loss or damage whatsoever caused by delay in the performance of the non-performance of any of its obligations under this contract where the delay is due to any cause beyond the Company’s control. In such event the Company may terminate or suspend this contract with no liability for loss
or damage thereby occasioned.
The following shall, without prejudice to the generality of the above, be considered causes beyond the Company’s control:- Act of God, war or threat of war; sabotage; insurrection; civil disturbance; requisition; governmental or parliamentary restriction; prohibitions or enactment of any kind; import or export regulations, strikes lock-outs; trade disputes (whether involving employees of the Buyer or another); difficulties in obtaining labour fuel materials machinery information data or knowhow; breakdown in machinery, fire or accident inadequate or defective instruction from the Buyer or any third party.
Without prejudice to any other rights which the Company may have, the Company shall be entitled on giving written notice to the Buyer to determine this contract forthwith, demanding immediate payment of any amount due or accruing due to the Company thereunder and to retain any deposits, if any of the following
a) the Buyer, not being a body corporate, becomes bankrupt or compounds or makes any arrangement with his creditors or commits any act of bankruptcy;
b) the Buyer, being a body corporate, goes into liquidation whether compulsory or voluntary (save for the purpose of amalgamation or reconstruction) or has a receiver appointed of its undertaking or assets or any part thereof.
c) the Buyer commits any breach of its obligations hereunder.
Unless otherwise stated herein the Company guarantees the goods for a maximum
of 12 months from delivery or completion of installation. The guarantee covers normal wear and tear of the goods. Any misuses, damage accidental or otherwise caused by the Buyer, his agent or 3rd Party will invalidate the guarantee. Similarly the Goods are not guaranteed if they are damaged by Act of God such as flood lightning damage etc. Any repairs required to make good the damage will be charged for by
the Company at their current rates.
18. STATUTORY RIGHTS
If the Buyer is deemed by law to be dealing as a consumer, his statutory rights are in no way to be adversely affected by these terms and conditions.
Any notice given under this contract shall be in writing and sent by post to the registered office of the person to whom it is addressed and shall be deemed to have been received in the case of the Buyer having its registered or principal office in the Uganda two working days after the posting thereof and in the case of the Buyer having its registered or principal office the Uganda six working days after the date of posting thereof.
The contract shall be governed by and construed in accordance with the Republic of Uganda Law
and the parties irrevocably agree to submit to the jurisdiction of the Republic of Uganda Courts save that the Company shall be entitled at its sole discretion to refer such disputes
to the Courts of any jurisdiction in which the Buyer carries or has carried out
Changes to this agreement
We reserve the right, at our sole discretion, to modify or replace these Terms and Conditions by posting the updated terms on the Site. Your continued use of the Site after any such changes constitutes your acceptance of the new Terms and Conditions.
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