Skip to Content
This is a preview of your Terms & Conditions. Back to settings

PURCHASE ORDER TERMS AND CONDITIONS

(Applicable to All Local and International Purchase Orders)
*These Terms and Conditions (“T&Cs”) apply to all Purchase Orders (“PO”) issued by PSI Engineering (U) Ltd (“Buyer”) to any supplier (“Seller”) for the supply of equipment, materials, components, or related services (“Goods”), unless otherwise expressly agreed in writing by both parties.
1. DEFINITIONS
1.1 Buyer – PSI Engineering (U) Ltd, its successors, and permitted assigns.             
1.2 Seller – The party to whom the PO is issued and from whom the Goods are procured. 
1.3 Goods – All equipment, materials, accessories, spare parts, and documentation supplied under the PO.            
1.4 Contract – The PO together with these T&Cs, referenced drawings, specifications, and any agreed amendments.
1.5 Incoterms® – The latest International Commercial Terms published by the International Chamber of Commerce.
1.6 Defects Liability Period (DLP) – The period following delivery or commissioning during which the Seller remains responsible for correcting defects as per Clause 8.
2. ACCEPTANCE OF PURCHASE ORDER
2.1 The PO constitutes an offer by the Buyer and becomes binding only upon written acceptance by the Seller or commencement of supply.
2.2 Any terms proposed by the Seller that conflict with these T&Cs are invalid unless expressly accepted in writing by the Buyer.         
2.3 In the event of inconsistency between these T&Cs and any Seller document, these T&Cs shall prevail unless amended in writing.
3. SCOPE OF SUPPLY
3.1 The Seller shall supply Goods strictly in accordance with the PO, approved drawings, specifications, and agreed delivery schedules.          
3.2 All required technical documentation, test certificates, operation manuals, and packing lists shall accompany each shipment.                
3.3 Goods supplied shall comply with applicable Ugandan standards (UNBS) and relevant international standards (ISO, IEC, ASTM, BS), and—where applicable—sectoral regulations of ERA, UCC, NWSC, and NEMA.
4. PRICE AND PAYMENT TERMS
4.1 Prices are fixed, firm, and not subject to escalation, unless expressly stated otherwise in the PO.
4.2 Prices shall be stated in the currency specified in the PO and shall include all costs up to the agreed Incoterm delivery point.  
4.3 Advance Payment – Where specified in the PO, an advance payment may be made against:
  a. A valid Proforma Invoice; and    
  b. An Advance Payment Guarantee (APG) or Bank Guarantee from a reputable international ​or local bank acceptable to the Buyer, equal to the advance value, irrevocable and ​payable on first demand, valid until recovery of the advance where applicable.  
  c. The advance shall be recovered proportionally from subsequent payments or as otherwise ​stated in the PO.
4.4 Payment shall be effected by bank transfer, Letter of Credit (L/C), or other agreed method upon submission of complete and compliant shipping and payment documents.  
4.5 The seller shall bear their own bank charges including charges of their corresponding bank or payment method.
4.5 Payment of an invoice shall not constitute acceptance of Goods nor prejudice the Buyer’s right to reject or claim for non-conformity.  
4.6 The Buyer may offset amounts due under this PO against any sums owed by the Seller under other contracts with PSI Engineering.
5. DELIVERY TERMS
5.1 Delivery shall be per the Incoterm® stated in the PO and interpreted according to the latest ICC edition.
5.2 The Seller shall deliver within the time specified (“Delivery Period”). Timely delivery is a material condition of this Contract.
5.3 If delay is anticipated, the Seller shall immediately notify the Buyer in writing, stating causes and proposed mitigation.
5.4 The Buyer may, at its discretion, grant a justified extension or apply liquidated damages as stipulated in the PO.
5.5 If delay materially affects project execution, the Buyer may terminate the PO and procure equivalent Goods at the Seller’s expense.           
5.6 All packing, labelling, and documentation shall comply with Clauses 6 and 9.
6. PACKAGING AND MARKING
6.1 Goods shall be securely packed to withstand handling, tropical climate, and extended storage.
6.2 Each package shall display the PO number, consignee, gross/net weight, handling instructions, and country of origin.
6.3 Hazardous materials shall be labelled per international transport and safety regulations.
7. INSPECTION, TESTING, AND QUALITY ASSURANCE
7.1 The Buyer or its representative reserves the right to inspect and/or witness tests at the Seller’s premises before shipment. 
7.2 The Seller shall provide ten (10) working days’ notice prior to such inspection.              
7.3 Inspection or witnessing shall not relieve the Seller of its obligations.                  
7.4 Final acceptance shall occur at the Buyer’s designated site following delivery, installation, and satisfactory testing/commissioning.



8. WARRANTY AND DEFECTS LIABILITY
8.1 The Seller warrants that all Goods are new, unused, and free from defects in design, materials, and workmanship, and that they conform fully to the PO specifications.         
8.2 Unless otherwise agreed:              
  a. Equipment, plant, and machinery – 12 to 24 months from commissioning or delivery, whichever is later.        
  b. Construction or installation works – 6 to 12 months Defects Liability Period (DLP) from commissioning.   
  c. Consumables and bulk materials – warranted only for conformity at delivery.                  
8.3 Defective Goods shall be repaired or replaced promptly at the Seller’s cost, including transport, insurance, and duties.
8.4 Repaired or replaced items shall carry a fresh warranty equal to the original.  
8.5 If the Seller fails to act within a reasonable period, the Buyer may perform or subcontract the rectification and recover all associated costs.
9. DOCUMENTATION
The Seller shall supply, as applicable:
  • Commercial Invoice (3 copies)
  • Packing List
  • Certificate of Origin (Form A or EUR1 preferred)
  • ·              Bill of Lading or Airway Bill
  • Test and Inspection Certificates
  • ·              Warranty Certificate
  • Regulatory or import compliance certificates required for entry into Uganda
10. EXPORT CONTROL & COMPLIANCE
10.1 The Seller shall comply with all applicable export laws, sanctions, and trade restrictions of its jurisdiction and Uganda.
10.2 All Goods shall meet Ugandan import regulations and certification requirements under UNBS, URA, and relevant authorities. 
10.3 The Seller shall observe environmental, health, safety, and anti-bribery standards consistent with PSI Engineering’s Code of Ethics.
11. EXCEPTIONAL EVENTS (FORCE MAJEURE)
Neither party shall be liable for delays or failure to perform obligations due to events beyond reasonable control, including natural disasters, war, epidemics, strikes, embargoes, or government actions.     
The affected party shall notify the other within seven (7) days of the occurrence and take all reasonable steps to mitigate the effect.                  
Performance obligations shall be extended by the duration of such event; persistent inability may justify termination by mutual agreement.
12. CANCELLATION AND TERMINATION
12.1 The Buyer may cancel or terminate the PO, wholly or partly, without liability for:            
​a. Non-compliance with specifications or schedule;   
​b. Delay exceeding agreed limits;     
​c. Insolvency or bankruptcy of the Seller; or   
​d. Fraudulent or unethical conduct.
12.2 Upon termination, the Buyer shall pay only for conforming Goods delivered and accepted prior to notice of termination.
12.3 Termination shall not affect the Buyer’s rights to claim damages or recover advance payments.
13. RISK AND TITLE
13.1 Risk of loss or damage shall pass in accordance with the Incoterm® specified in the PO.            
13.2 Title shall pass to the Buyer upon full payment and receipt of Goods, unless otherwise agreed.
14. INTELLECTUAL PROPERTY
The Seller warrants that the Goods and associated documentation do not infringe third-party intellectual property rights and shall indemnify the Buyer against all related claims, losses, or proceedings.
15. GOVERNING LAW & DISPUTE RESOLUTION
15.1 The Contract shall be governed by and construed in accordance with the laws of Uganda.
15.2 Parties shall seek to resolve disputes amicably through senior management consultation within 28 days.
15.3 Failing amicable settlement, the dispute shall be referred to arbitration under the Rules of the International Centre for Arbitration and Mediation in Kampala (ICAMEK) https://icamek.org       
15.4 The seat of arbitration shall be Kampala, Uganda, and the proceedings shall be in English.    
15.5 The arbitral award shall be final and binding on both parties.
16. MISCELLANEOUS
16.1 No waiver of any right or remedy shall be valid unless in writing and signed by the party granting it.
16.2 If any provision of these T&Cs is held invalid or unenforceable, the remaining provisions shall remain in full force.
16.3 These T&Cs form part of every PO issued by PSI Engineering and take precedence over any Seller terms unless expressly agreed otherwise in writing.    
16.4 All correspondence relating to this PO shall be addressed to: