UGUNLOCKED LTD TERMS AND CONDITIONS OF SHIPMENT (“Terms and Conditions”)

• GENERAL NOTICE When entering into agreement with UGUNLOCKED for any services every “CLIENT” agrees, on their behalf and on behalf of the receiver of the Shipment or Consignment (“Receiver”) and anyone else with an interest in the Shipment or Consignment that these Terms and Conditions shall apply.

• The UGUNLOCKED procured or shipped goods and other products and services and all information, content and other materials included on or otherwise made available to you through the UGUNLOCKED Website are provided on an "as is" and "as available" basis, unless otherwise specified in writing. UGUNLOCKED makes no representations or warranties of any kind, express or implied, as to the operation of the Goods or product procured or shipped unless otherwise specified in writing. As such, you expressly agree that your use of the procured or shipped Good or product is at your sole risk.

• To the full extent permissible by law, UGUNLOCKED disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose. UGUNLOCKED does not warrant that the GOODS or any other PRODUCTS procured or shipped and services, information, content, materials or other services included on or otherwise made available to you through the UGUNLOCKED Website are of acceptable quality or free from any other harmful components.

• To the full extent permissible by law, UGUNLOCKED will not be liable for any damages of any kind arising from the use of any GOODS or product, or from any information, content, materials or other services included on or otherwise made available to you through any UGUNLOCKED, including, but not limited to direct, indirect, incidental, punitive, and consequential damages, unless otherwise specified in writing.

• DEFINITIONS

In these TERMS & CONDITIONS, the following definitions apply:

• “Shipment” means all documents or parcels that travel under one waybill and which may be carried by any means UGUNLOCKED chooses, including air, road, water or any other mode of carrier.

• A “waybill” shall include any Shipment identifier or document produced by UGUNLOCKED or Shipper automated systems such as a label, barcode, waybill or consignment note as well as any electronic version thereof.

• “Company” shall mean UGUNLOCKED, its subsidiaries, related companies, agents and/or representatives,

• “Agreement” means the agreement between the company and the Client for the procurement or shipment of the goods.

• “Client” shall mean the person for which the Company is rendering a service, as well his/her agents and/or representatives.

• “Deliverable” means any deliverable or other product or result from Services that is referred to in a Purchase Order, and any related materials, data, documentation, and includes any Intellectual Property Rights developed by Supplier pursuant to such Purchase Order.

• “Delivery Date” means the date of delivery for Goods procured as specified in a Purchase Order.

• “Delivery Point” means the location provided by the CLIENT or SHIPPER to which the Company is to deliver the ordered Goods, or such other delivery area or point which is specified in writing by the CLIENT.

• “Goods” means the goods that are required to be delivered by the Company pursuant to a Valid Purchase Order, and include all materials, component parts, packaging and labelling of such goods.

• “Purchase Order” means the purchase order between the CLIENT and Supplier of goods for the purchase and sale of Goods to which these Terms and Conditions are attached or are incorporated by reference.

• “Services” means any services to be provided by UGUNLOCKED to CLIENT pursuant to a Purchase Order.

• “Specifications” means the requirements, attributes and specifications for the Goods that are set out in the applicable Purchase Order. Specifications also include:

• documentation published by Supplier relating to the Goods;

• operational and technical features and functionality of the Goods;

• standards or levels of service performance for Services; and

• CLIENT’s business requirements that are expressly set out in a Purchase Order.

• “Supplier” means the party indicated on the face page of the Purchase Order that is contracting with CLIENT for the purchase and sale of the Goods to be shipped.

• “Company as agent”. The Company acts as the “agent” of the Customer for the purpose of performing duties in connection with the entry and release of goods, post entry services, the securing of export licenses, the filing of export and security documentation on behalf of the Customer and other dealings with Government Agencies; as to all other services, Company acts as an independent contractor.

• CUSTOMS CLEARANCE

The Company may perform any of the following activities on the CLIENT’s or Receiver’s behalf in order to fulfill their obligations and ensure timely provision of its services;

• Complete any documents, amend product or service codes, and pay any duties, taxes or penalties required under applicable laws and regulations (“Customs Duties”),

• Act as CLIENT’s forwarding agent for customs and export control purposes and as Receiver solely for the purpose of designating a customs broker to perform customs clearance and entry and

• Redirect the Shipment to Receiver’s agent or other address upon request by any person who the Company believes in its reasonable opinion to be authorized by the CLIENT.

• PAYMENT

• All payments regarding to shipment costs must be paid by CLIENT in advance unless the Company agrees in writing to extend credit to CLIENT.

• 50% of the total cost of shipment of Goods or Products must be paid by CLIENT before the procurement or shipment order is processed.

• The granting of credit to a CLIENT in connection with a particular procurement or shipment shall not be considered a waiver of this provision in (4.a and b) by the Company.

• The Company may charge freight by weight, measurement or value and may at any time reweigh, re-value or re-measure the Goods and charge additional freight calculated upon such basis.

• All foreign exchange transactions are undertaken at the shipping line rate or published Bank selling rate in force at the time of conversion and are subject to a currency adjustment loading as set by the Company from time to time. The level of currency adjustment loading remains entirely at the discretion of the Company.

• Quotations are given on the basis of immediate acceptance and may be withdrawn or revised. If at any time after acceptance there is any cost increase due to any change in rates of freight, rates of exchange, insurance premiums or other costs or charges affecting the goods, quotations and prices may be increased by the Company with or without notice (even where previously fixed).

• UNACCEPTABLE SHIPMENTS

A Shipment is deemed unacceptable if:

• No customs declaration is made when required by applicable customs regulations,

• It contains counterfeit goods, animals, bullion, currency, gem stones; weapons, explosives and ammunition; human remains; illegal items, such as ivory and narcotics,

• It is classified as hazardous material, dangerous goods, prohibited or restricted articles by IATA (International Air Transport Association), ICAO (International Civil Aviation Organization), ADR (European Road Transport Regulation on dangerous goods) or other relevant organization (“Dangerous Goods”),

• Used/Refurbished lithium battery-powered equipment is not accepted and will not be shipped.

• Its address is incorrect or not properly marked or its packaging is defective or inadequate to ensure safe transportation with ordinary care in handling,

• It contains any other item which the Company decides cannot be carried safely or legally.

• DELIVERIES AND UNDELIVERABLES

• All shipments will be delivered within a period of 2 to 14 weeks depending on supplier terms and shipment regularities.Once goods have been received at the Company Collection office in the United States of America, the CLIENT can track them through the Company Website or Mobile App using a code provided by the company.

• Shipments cannot be delivered to PO boxes or postal codes. Once goods arrive at the Company offices, a notice shall be made to the CLIENT regarding collection details. e. The Company notice to the CLIENT shall be through the provided means (Telephone or Email) on the purchase order form.

• All Shipments must be collected from the Company’s offices unless prior arrangement has been made for deliveries to be made to the CLIENT’s or Receiver’s address as indicated in the agreement.

• Where specific delivery arrangement has been agreed upon by the Company and Client, Shipments to addresses with a central receiving area will be delivered to that area.

• The Company may notify CLIENT or Receiver of an upcoming delivery or a missed delivery. Receiver may be offered alternative delivery options such as delivery on another day, no signature required, redirection or collection at the COMPANY offices or service centre.

• The Shipper may exclude some delivery options on request. If the Shipment is deemed to be unacceptable as described in Section 5, or it has been undervalued for customs purposes, or Receiver cannot be reasonably.

• The Company is authorized to deliver the Goods to the CLIENT or his/her agent at the address provided to the Company by the CLIENT or his agent and it is expressly agreed that the Company shall be deemed to have delivered the Goods in accordance with this agreement if it obtains a receipt or signed delivery docket for the Goods from any person at that address.

• If the provided Address of delivery is unattended to or delivery cannot otherwise be effected for any other reason, the Company may but shall not be required to in its sole discretion store the Goods at the risk and expense of the CLIENT.

• Undelivered Goods shall only be kept for a maximum of ninety (90) days before being disposed off as the Company may deem fit and at the Cost of the CLIENT.

• All Shipped Goods or Products are deemed to have been delivered once they are picked from the Company’s office or designated collection centre by the Client or any other authorized agent of the Client.

• INSPECTION

• The Company has the right to open and inspect a Shipment without notice to the CLIENT for safety, security, customs or other regulatory reasons.

•  PRICE QUOTATIONS NOT BINDING

• Quotations as to fees, rates of duty, freight charges, insurance premiums or other charges given by the Company to the CLIENT are for informational purposes only and are subject to change without notice;

• No quotation shall be binding upon the Company unless the Company in writing agrees to undertake the handling or transportation of the shipment at a specific rate or amount set forth in the quotation and payment arrangements are agreed to between the Company and the CLIENT.

• PREPARATION AND ISSUANCE OF BILLS OF LADING 

Where Company prepares and/or issues a bill of lading, Company shall be under no obligation to specify thereon the number of pieces, packages and/or cartons, etc; unless specifically requested to do so in writing by CLIENT or its agent and CLIENT agrees to pay for same. Company shall rely upon and use the cargo weight supplied by CLIENT.

•  NO DUTY TO MAINTAIN RECORDS FOR CUSTOMER

• The CLIENT acknowledges that pursuant to relevant Tax and Customs laws, he/she has the duty and is solely liable for maintaining all records required under the Tax and Customs and/or other Laws and Regulations of Uganda.

• Unless otherwise agreed to in writing, the Company shall only keep such records that it is required to maintain by relevant Statute(s) and/or Regulations(s), but not act as a “record keeper” or “record-keeping agent” for CLIENT.

• GENERAL LIEN AND RIGHTS TO SELL CLIENT’s GOODS

• The Company shall have a general and continuing lien on any and all GOODS of the CLIENT coming into Company’s actual or constructive possession, or control for fees owed to the Company with regard to the procuring or shipment on which the lien is claimed, a prior shipment(s) and/or both.

• The Company shall provide notice to CLIENT of its intent to exercise such lien, the exact amount of fees due and owing, as well as any on‐going storage or other charges. The Company notice to the CLIENT shall be through the agreed provided means (Telephone or Email) on the purchase order form.

• The CLIENT shall notify all parties having an interest in its shipment(s) of the Company’s rights and/or the exercise of such lien.

• Unless, within thirty (30) days of receiving notice of lien, the CLIENT posts cash or letters of credit at sight, or, if the amount due is in dispute, resolution mechanisms have been instituted or an acceptable bond equal to 100% of the value of the total amount due, in favor of the Company, guaranteeing payment of the fees owed, plus all storage charges accrued or to be accrued, the Company shall have the right to sell such shipment(s) at public or private sale or auction and any net proceeds remaining thereafter shall be refunded to CLIENT.

• WARRANTIES AND LIMITATION OF LIABILITY

By entering into this agreement, the CLIENT understands that the Company does not manufacture any of the GOODS procured and shipped through our platform. We only offer a platform that connects CLIENT to Suppliers to help you procure GOODS or the SHIPMENT of already purchased goods.

As such, in all dealings with the Company, the CLIENT expressly warrants that;

• The CLIENT is the owner or the duly authorised agent of the owner of the Goods.

• The CLIENT is duly authorised to, and does accept these terms and conditions for him or herself and as agent for and on behalf of all parties from time to time having an interest in the Goods.

• All markings, brandings, descriptions, values and other particulars furnished to the Company whether for agricultural consular, storage, carriage, customs and any and all other purposes are in fact complete, full, true and accurate.

• All Goods are fully, properly, suitably and sufficiently prepared, packed and labelled.

• All Goods which are or might become during Handling, perishable, noxious, likely to affect or taint other goods, harbour or encourage vermin or pests, be dangerous, inflammable or likely to cause damage or which are in any jurisdiction through which the Goods might during Handling pass be unlawful, or consists of human remains, anything of particular value, weapons, animals, birds, fish, plants ("Special Goods") have been specifically drawn to the attention of the Company.

• In cases where the CLIENT is not the final owner of the Goods, the owner of the Goods is jointly and severally liable with the CLIENT for the observance and compliance with all the terms hereof.

Here are other conditions regarding Warranties and Limitation of Liability;

• Goods Listed on UGUNLOCKED Website. The goods listed or found on any of our websites are not UGUNLOCKED manufactured products but a list of previously shipped or procured goods for other Clients. The Goods are all produced, listed, and sold by independent sellers. We only undertake to facilitate procurement and ship Goods as ordered by the CLIENT.

• Third-Party Services. Some of our Products and services or content posted by other users may contain links to third-party websites or social media applications. You may also need to use a third party’s product or service in order to use some of our products. When you access these third-party services, you do so at your own risk. The third parties may require you to accept their own terms of use. UGUNLOCKED is not a party to those agreements, they are solely between you and the third party and as such you release us from any liability arising out of those third party interactions.

• INDEMNITY

The CLIENT agrees to indemnify, defend and hold the Company harmless from any claims and/or liability, fines, penalties and/or legal fees arising from the importation or exportation of CLIENT’s GOODS and/or any conduct of the CLIENT, including but not limited to the inaccuracy of entry, export or security data supplied by CLIENT or his/her agents or representatives, which violates any laws, and further agrees to indemnify and hold the Company harmless against any and all liability, loss, damages, costs, claims, penalties, fines and/or expenses, including but not limited to reasonable legal fees, which the Company may hereafter incur, suffer or be required to pay by reason of such claims; in the event that any claim, suit or proceeding is brought against the Company, it shall give notice in writing to the CLIENT by mail at his/her address on file with the Company.

• NO MODIFICATION OR AMENDMENT UNLESS WRITTEN 

These terms and conditions of service may only be modified, altered or amended in writing signed by both CLIENT and Company; any attempt to unilaterally modify, alter or amend same shall be null and void.

• SEVERABILITY

• In the event any Sections, Clauses, Paragraph(s) and/or portion(s) of the terms and conditions herein is found to be invalid and/or unenforceable, then in such event the remainder of the terms and conditions hereof shall remain in full force and effect.

• The Company’s decision to waive any provision herein, either by conduct or otherwise, shall not be deemed to be a further or continuing waiver of such provision or to otherwise waive or invalidate any other provision herein.

• GOVERNING LAW

These terms and conditions of service and the relationship of all the parties shall be construed according to the laws of Uganda. The CLIENT and Company agree;

• That all disputes arising out of this agreement shall be settled within the jurisdiction of Uganda.

• That any action relating to the services performed by the Company, shall be resolved through mediation and arbitration as provided for by the Laws of Uganda.