Académique Documents
Professionnel Documents
Culture Documents
2016
.
(Representative of the Suppliers)
_______________________________________________
(2)
THE
GOVERNMENT
THROUGH
OF
THE
THE
REPUBLIC
OF
MINISTRY
KENYA
OF
WHEREAS:
(1)
(2)
(3)
The said Suppliers have made claims for the supply of Goods and
delivery of services to the Company on diverse dates to the tune
more particularly set out in schedule two herein and which
claims shall be subject to reconciliation for each individual claim;
(4)
(5)
1.1
The following terms shall have the following meanings for the
purposes of this Agreement:
1.1.1 Conditions means the terms and conditions of sale set
out in this Agreement and any special terms and conditions
agreed in writing by the Supplier;
1.1.2 Delivery Date means the date specified by the Supplier
when the goods are to be delivered or the actual date on
which goods are delivered to the Company;
1.1.3 Goods means the goods, articles and/or services which
had been sold and delivered and/or rendered to the
Goods
shall
mean
fresh
fruits
and
agreement.
1.1.12
Three hereto.
1.1.14
1.2
this Agreement do not form part of this Agreement and shall not
be taken into account in its construction or interpretation.
1.3
Appointment
The Company appoints the Suppliers to supply and deliver the
Goods for the Term subject to the terms and conditions set out in
3.1
3.2
3.3
3.4
The respective parties will ensure that they obtain the consents,
authorisations and approvals necessary from the persons they
represent to give effect to this agreement as a condition
precedent to this agreement.
4.
4.1
4.2
Payment of the Price and VAT for goods shall be due within a
period of Thirty [30] days of the date of supply of the goods and
all such payment shall be based on the sales report from the
Company for the product supplied and subsequently sold.
5.
5.1
ii)
iii)
iv)
1s
t August
1s
5.2
Provided that if the amount due from the Company to any of the
Suppliers, in respect to the old debt, is less than Kenya Shillings
Two Hundred Thousand (Kshs. 200,000.00) any such Supplier
shall be paid in full immediately upon injection of the loan from
the Government or upon receipt of balance of the net proceeds
from the sale of the property known as Land Reference Number
209/399/3, whichever is earlier.
5.3
6.
The Goods
6.1
6.2
6.3
The
Suppliers
shall
ensure
that
all
the
Goods
shall
be
and fit for the purposes for which the Company intends to use
such Goods.
6.4
7.
7.1
The Suppliers warrant that the Goods will at the time of delivery
correspond to the description given by the Suppliers and all other
warranties conditions or terms relating to fitness for purpose
merchantability or condition of the Goods and whether implied
by statute or common law or otherwise are hereby included.
8.
9.
Miscellaneous
9.1
Warranty
Each of the parties hereto warrants its power to enter into this
Agreement and has obtained all necessary approvals to do so.
9.2
Receipt
The receipt of any money by either of the parties shall not
prevent either of them from questioning the correctness of any
statement in respect of such money.
9.3
Force majeure
All parties shall be released from their respective obligations in
the event of national emergency, war, prohibitive governmental
regulation or any other cause beyond the reasonable control of
the parties which renders the performance of this Agreement
impossible including but without limiting the generality of the
foregoing;
9.3.1 strikes, lock-outs, labour disputes of any kind, partial or
general stoppages of labour, or refusals to perform any
kind of work, whether or not any of the foregoing are
lawful, or relate to that partys own employees or others;
9.3.2 war, hostilities, terrorist activity, or any local or national
emergency;
9.3.3 any regulation, order or request of, or interference by any
international, national, port or other public authority or any
person purporting to act for such authority;
whereupon this Agreement shall be determined and PROVIDED
ALWAYS
that
the
party
prevented
from
performing
its
10
shall notify the other party in writing of its inability at the earliest
practicable time.
9.4
Government Loan
The Company has requested for a loan from Government of
Kenya Shillings One Billion Two Hundred Thousand (Kshs.
1,200,000,000.00) and has applied that the said amount, once
injected into the Company, be treated as a loan to the Company
repayable over such period as shall be approved by Cabinet
and/or agreed between the Company and the Government.
9.5
agreement
and as long as the amount due to the Suppliers in respect
to the old debt is outstanding the management and control
of the payment of the old debt by the Company shall be
vested in a Suppliers Council which shall have all the
powers ordinarily vested in the Management of the
Company, but only in so far as it relates to the payment of
old debts.
11
Thresh hold
The parties herein will be at liberty to terminate this agreement if
in the considered view of the Company the number of Suppliers
who sign up to this agreement is not sufficient to make the
proposed restructuring viable.
9.7
12
9.7.2.
Further Agreements
The restructuring of the Company may require the participation
and consent of various other parties including the Secured
Creditors,
Shareholders
and
Regulatory
Authorities,
where
9.10
Severance
13
14
15
Each of the parties shall pay any costs and expenses incurred by
it in connection with the preparation of this Agreement.
9.18 Proper law
This Agreement shall be governed by the law of the Republic of
Kenya in every particular including formation and interpretation
and shall be deemed to have been made in the said Republic.
10.
Dispute Resolution
10.1. All disputes or differences which at any time arise between
the parties whether during the Term or afterwards touching
or concerning this Agreement or its construction or effect
or the rights duties or liabilities of the parties under or by
virtue of it or otherwise or any other matter in any way
connected with or arising out of the subject matter of this
Agreement shall first be resolved through mediation. The
parties may agree on a Mediator and in the event there is
no settlement through mediation within a period of
Fourteen (14) day from the date of the notice of the
dispute shall be referred to arbitration.
10.2. The reference to arbitration shall be to a single Arbitrator
who shall be agreed upon by the parties or in default of
agreement by the Chairman for the time being of the
Chartered Institute of Arbitrators in accordance with the
provisions of the Arbitration Act No. 4 of 1995 or any
statutory modification or re-enactment of it for the time
being in force whose decision in relation to any such
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)
)
)
Director/Secretary
The Government
)
)
)
PERMANENT SECRETARY
)
SIGNED by the duly appointed
)
)
)
)
)
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The Term
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