STANDARD TERMS AND CONDITIONS OF SALE
These Standard Terms and Conditions of Sale (“Terms”) apply to all quotations, sales, supplies, and services provided by Mechro Limited (“Mechro”, “we”, “us”, “our”) unless otherwise agreed in writing.
1. Scope of Application
1.1 These Terms govern the sale and supply of goods and services by Mechro, including but not limited to Agritech solutions, HealthTech solutions, farming outputs, food products (Tulye Foods), equipment, systems, and related services.
1.2 Any variation or additional terms proposed by the customer shall not apply unless expressly agreed in writing by Mechro.
2. Quotations and Orders
2.1 All quotations are valid for the period stated therein or, if not stated, for 30 days from the date of issue.
2.2 Orders shall only be deemed accepted once confirmed in writing by Mechro.
2.3 Mechro reserves the right to reject any order at its discretion.
3. Pricing
3.1 Prices are quoted in the currency stated on the quotation or invoice and are exclusive of applicable taxes, duties, delivery charges, and levies unless otherwise stated.
3.2 Prices are subject to adjustment in the event of changes in input costs, exchange rates, supplier pricing, or regulatory requirements prior to delivery.
4. Payment Terms
4.1 Unless otherwise agreed in writing, payment terms are full payment in advance or as stated on the invoice.
4.2 Payment shall be made without deduction, set-off, or delay.
4.3 Late payments may attract interest at a reasonable commercial rate until full settlement.
4.4 Mechro reserves the right to suspend delivery or services where payment obligations are not met.
5. Delivery and Performance
5.1 Delivery dates are estimates and not guaranteed unless expressly agreed in writing.
5.2 Mechro shall not be liable for delays caused by factors beyond its reasonable control, including but not limited to supplier delays, logistics disruptions, force majeure events, or regulatory actions.
5.3 Risk in goods passes to the customer upon delivery.
6. Inspection and Acceptance
6.1 The customer shall inspect goods upon delivery and notify Mechro in writing of any defects or discrepancies within 7 days.
6.2 Failure to notify within this period shall constitute acceptance of the goods.
7. Warranties
7.1 Where applicable, goods supplied by Mechro may be covered by manufacturer warranties, which shall apply subject to the manufacturer’s terms and conditions.
7.2 Mechro does not provide warranties beyond those expressly stated in writing or provided by the manufacturer.
7.3 Warranties do not cover damage arising from misuse, improper installation, unauthorised modification, or failure to follow operating instructions.
8. Returns and Refunds
8.1 Goods may only be returned with Mechro’s prior written approval.
8.2 Special-order, customised, installed, or perishable goods (including food products) are non-returnable unless defective.
8.3 Approved refunds or replacements shall be at Mechro’s discretion.
9. Limitation of Liability
9.1 To the maximum extent permitted by law, Mechro shall not be liable for indirect, incidental, or consequential losses, including loss of profit, production, or business opportunity.
9.2 Mechro’s total liability in respect of any claim shall not exceed the value of the goods or services supplied under the relevant transaction.
10. Intellectual Property
10.1 All intellectual property, including designs, software, documentation, and data systems provided by Mechro, remains the property of Mechro or its licensors unless otherwise agreed in writing.
10.2 The customer shall not reproduce, distribute, or modify such materials without prior written consent.
11. Compliance and Use
11.1 The customer agrees to use all goods and systems in accordance with applicable laws, regulations, and technical guidelines.
11.2 Mechro shall not be liable for non-compliance arising from customer misuse or unauthorised alterations.
12. Confidentiality
12.1 Both parties shall treat all confidential information exchanged during the transaction as confidential and shall not disclose it to third parties without consent, except as required by law.
13. Termination
13.1 Mechro may terminate or suspend performance immediately if the customer breaches these Terms or fails to meet payment obligations.
13.2 Termination shall not affect accrued rights or outstanding payment obligations.
14. Force Majeure
14.1 Mechro shall not be liable for failure or delay in performance due to events beyond its reasonable control, including natural disasters, acts of government, labour disputes, or supply chain disruptions.
15. Governing Law and Jurisdiction
15.1 These Terms shall be governed by and construed in accordance with the laws of Malawi.
15.2 Any disputes shall be subject to the exclusive jurisdiction of the courts of Malawi unless otherwise agreed in writing.
16. General
16.1 If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall remain in full force.
16.2 These Terms constitute the entire agreement relating to the sale unless superseded by a written contract signed by both parties.