Avenue Healthcare Ltd

4th Floor, Barclays Plaza, Loita Street, Kenya

Tel: 0722 673 500
PURCHASE ORDER
Supplier: KARISHMA Location: Barclays Plaza
HEALTHCARE SOLUTION Clinic
LTD
Tel No: LPO No: 36020029733
Address: P.O BOX 48180-00100, Date: 01-FEB-24
NAIROBI, NAIROBI

SL.NO. ITEM DESCRIPTION ORDER PACK SIZE UNIT PRICE TOTAL

QTY AMOUNT
1HEALGEN (US) VIBRIO 1 9,051.72 9,051.72
CHOLERAE ANTIGEN RDT
CASSETES
2HEALGEN.H PYLORI 1x25T 3 4,741.38 14,224.14
3HEALGEN.OCCULT BLOOD KIT 1 5,172.40 5,172.40
4HEALGEN.VDRL KIT 1 1,034.49 1,034.49

Sub Total: KES 29,482.75

VAT: KES 4,717.24
Total: KES 34,199.99

Payment Term :- NET 60

Duly Authorised for and on behalf of Avenue Healthcare Ltd

Prepared By{}
Miss Irene Okanga

Approved By{}
Miss Irene Okanga

This Purchase Order is valid for 10 Days

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This Purchase Order is valid for 10 Days
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 PURCHASE ORDER FOR GOODS - CONDITIONS
1. Definitions
Agreement: the contract between the Customer
and the Supplier for the sale and purchase of the
Products in accordance with the Contract Details
and these Conditions.
Applicable Laws: all applicable laws, statutes,
regulations and codes from time to time in force.
Business Day: a day (other than a Saturday,
Sunday or public holiday) when banks in the
country in which the Project is located are open for
business.
Commencement Date: the date the Agreement
commences, as set out in the Contract Details.
Conditions: these conditions attached to the
Contract Details.
Delivery Date: the date(s) specified in the
Contract Detailsfor delivery of the Products.
Delivery Location: the address for delivery of the
Products, as set out in the Contract Details.
Products: the goods (or any part of them) as set
out in the Contract Details.
Order: the Customer's order for the Products, as
set out in (or in the form of) the Contract Details.
Price: the price for the Products, as set out in the
Contract Details.
Specification: the specification for the Products,
including any related plans and drawings that are
agreed in writing by the Customer and the Supplier
as set out in the Contract Details.
1. Commencement and term
TheAgreement shall commence on the
Commencement Date and shall continue until the
date of termination, as set out in the Contract
Details, unless terminated earlier in accordance
with clause (Termination).8
2. Orders
2.1 The Customer may submit Orders for Products at
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any time during the term set out in clause 1.
2.2 Each Order shall be given in writing or, if given
orally, shall be confirmed in writing.
2.3 The Supplier shall supply Products in accordance
with the Customer's Orders, by the Delivery Date
specified in the Order.
2.4 The Customer may amend or cancel an Order in
whole or in part at any time before delivery by
giving the Supplier written notice.
3. The Products
3.1 The Supplier shall ensure that the Products: (i)
correspond with their description and any
applicable Specification; (ii) be new and of good
quality, and fit for any purpose held out by the
Supplier or made known to the Supplier by the
Customer; (iii) where they are manufactured
products, be free from defects in design, material
and workmanship and remain so for 12 months
after delivery; and (iv) comply with all Applicable
Laws.The Supplier shall ensure that at all times it
has and maintains all the licences, permissions,
authorisations, consents and permits that it needs
to carry out its obligations under the Agreement.
3.2 The Customer has the right to inspect and test the
Products at any time before delivery.If following
such inspection or testing the Customer considers
that the Products do not conform or are unlikely to
comply with the Supplier's undertakings at clause
3.1, the Customer shall inform the Supplier and the
Supplier shall immediately take such remedial
action as is necessary to ensure compliance.
Notwithstanding any such inspection or testing, the
Supplier shall remain fully responsible for the
Products and any such inspection or testing shall
not reduce or otherwise affect the Supplier's
obligations under the Agreement, and the
Customer shall have the right to conduct further
inspections and tests after the Supplier has carried
out its remedial actions.
3.3 If the Supplier is not the manufacturer of a Product,
the Supplier shall use its best endeavors to procure
a manufacturer's warranty for that Product and
shall be responsible for liaising with and claiming
against the manufacturer in case of any breach of
said warranty.
4. Delivery
4.1 The Supplier shall ensure that: (i) the Products are
properly packed and secured in such manner as to
enable them to reach their destination in an
undamaged, clean and good condition; and (ii)
each delivery of Products is accompanied by a
delivery note which shows the order number, the
type and quantity of Products (including the code
number of the Products, where applicable), special
storage instructions (if any) and, if the relevant
Order is being delivered by instalments, the
outstanding balance of Products remaining to be
delivered.
4.2 The Supplier shall deliver the Products specified in
each Order to the Delivery Location on or before its
relevant Delivery Date during the Customer's
normal business hours. The Supplier shall not
deliver an Order more than 5 Business Days in
advance of the Delivery Date without the prior
written consent of the Customer. The Supplier shall
not deliver Orders by instalments except with the
prior written consent of the Customer.
4.3 Delivery of Products is completed on the
completion of unloading of those Products at the
Delivery Location and following inspection by the
Customer or its authorised representative. Title and
risk in the Products shall pass to the Customer on
completion of delivery.
4.4 If the Customer rejects any Products they are
returnable at the Supplier's risk and expense. If the
Supplier fails to collect rejected Products within a
reasonable period after notification of the rejection,
the Customer may charge the Supplier storage
costs and sell or dispose of the rejected Products.
The Customer will account to the Supplier for the
proceeds of sale (if any) after deducting the
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purchase price paid for the Products, storage costs
and its reasonable costs and expenses in
connection with the sale.
4.5 If the Products are not delivered on the relevant
Delivery Date, or do not comply with the
undertakings set out in clause 3.1, then, without
limiting any of its other rights or remedies, and
whether or not it has accepted the Products, and
the Customer may exercise any one or more of the
following remedies: (i) to terminate the Agreement;
(ii) to reject the Products (in whole or in part) and
return them to the Supplier at the Supplier's own
risk and expense; (iii) to require the Supplier to
repair or replace the rejected Products, or to
provide a full refund of the price of the rejected
Products (if paid); (iv) to refuse to accept any
subsequent delivery of the Products which the
Supplier attempts to make; (v) to recover from the
Supplier any costs incurred by the Customer in
obtaining substitute goods from a third party; and
(vi) to claim damages for any other costs, loss or
expenses incurred by the Customer which are in
any way attributable to the Supplier's failure to
carry out its obligations under the Agreement.
4.6 These Conditions shall apply to any repaired or
replacement Products supplied by the Supplier.
The Customer's rights and remedies under these
Conditions are in addition to its rights and remedies
implied by statute and common law.
5. Price and payment
5.1 The Customer shall pay for Products in accordance
with this clause 5.
5.2 The Price is inclusive of: (i) value added tax, sales
tax or any other local applicable equivalent taxes;
and (ii) the costs of packaging, insurance and
carriage of the Products. The Customer shall pay
correctly rendered invoices within 60 days of
receipt of the invoice. Payment shall be made to
the bank account nominated in writing by the
Supplier.
5.3 The Customer may at any time set off any liability
 of the Supplier to the Customer against any liability
of the Customer to the Supplier. If the liabilities to
be set off are expressed in different currencies, the
Customer may convert either liability at a market
rate of exchange for the purpose of set-off. Any
exercise by the Customer of its rights under this
clause shall not limit or affect any other rights or
remedies available to it under the Agreement or
otherwise.
6. Indemnity
6.1 The Supplier shall keep the Customer indemnified
against all liabilities, costs, expenses, damages
and losses (including but not limited to any direct,
indirect or consequential losses, loss of profit, loss
of reputation and all interest, penalties and legal
costs suffered or incurred by the Customer as a
result of or in connection with: (i) any claim made
against the Customer for actual or alleged
infringement of a third party's intellectual property
rights arising out of or in connection with the supply
or use of the Products; (ii) any claim made against
the Customer by a third party arising out of or in
connection with the supply of the Products, to the
extent that such claim arises out of the breach,
negligent performance or failure or delay in
performance of the Agreement by the Supplier, its
employees, agents or subcontractors; and (iii) any
claim made against the Customer by a third party
for death, personal injury or damage to property
arising out of or in connection with defects in
Products, to the extent that the defects in the
Products are attributable to the acts or omissions
of the Supplier, its employees, agents or
subcontractors; and
7. Insurance
The Supplier shall maintain in force the insurance
policies, as required by the Applicable Laws and
good industry practice, with reputable insurance
companies. On the Customer's written request, the
Supplier shall provide the Customer with copies of
the insurance policy certificates and details of the
cover provided. The Supplier's liabilities under the
Agreement shall not be deemed to be released or
limited by the Supplier taking out the insurance
policies referred to in this clause 7.
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8. Termination
8.1 The Customer may terminate the Agreement for
convenience on giving not less than 10 Business
Day's notice to the Supplier.
8.2 Without affecting any other right or remedy
available to it, the Customer may terminate the
Agreement with immediate effect by giving written
notice to the Supplier if: (i) the Supplier: (a)
commits a breach of clause 9.1; (b) commits a
material breach of any other term of the Agreement
which breach is irremediable or, if such breach is
remedial, fails to remedy that breach within a
period of 30 days after being notified to do so; (c)
repeatedly breaches any of the terms of the
Agreement in such a manner as to reasonably
justify the opinion that its conduct is inconsistent
with it having the intention or ability to give effect to
the terms of theAgreement; (d)takes any step or
action in connection with its entering
administration, liquidation or any arrangement with
its creditors or is wound up; or (e) ceases, or
threatens to suspend or cease, carrying on all or a
substantial part of its business; or (b) there is a
change of control of the Supplier.
8.3 Without affecting any other right or remedy
available to it, the Supplier may terminate the
Agreement with immediate effect by giving written
notice to the Customer if the Customer: (i) fails to
pay any undisputed amount due under the
Agreement on the due date for payment and
remains in default not less than 120 days after
being notified to make such payment; or (ii) takes
any step or action in connection with its entering
administration, provisional liquidation or any
arrangement with its creditors or is wound up.
9. General
9.1 Compliance with relevant laws and policies. In
performing its obligations under the Agreement, the
Supplier shall comply with all Applicable Laws.
9.2 Force majeure. Neither party shall be in breach of
the Agreement nor liable for delay in performing, or
 failure to perform, any of its obligations under the
Agreement if such delay or failure result from
events, circumstances or causes beyond its
reasonable control. The affected party shall notify
the other party in writing as soon as reasonably
practicable but no later than 5 days from the start
of the event, circumstance or cause if its likely or
potential duration, the effect on its ability to perform
the Agreement and shall use all reasonable
endeavors to mitigate the effect of the event,
circumstance or cause on the performance of its
obligations.
9.3 Assignment.The Supplier shall not assign,
transfer, mortgage, charge, subcontract, declare a
trust over or deal in any other manner with any of
its rights and obligations under the Agreement. The
Customer may at any time assign, mortgage,
charge, declare a trust over or deal in any other
manner with any or all of its rights under the
Agreement.
9.4 Confidentiality.Each party undertakes that it shall
not at any time disclose to any person any
confidential information concerning the business,
affairs, customer, clients or suppliers or the other
party or of any member of the group of companies
to which the other party belongs, exceptthat each
party may disclose the other party's confidential
information: (i) to its employees who need to know
such information for the purposes carrying out its
rights or obligations under the Agreement. Each
party shall ensure that its employees to whom it
discloses the other party's confidential information
comply with this clause 9.4; and (ii) as may be
required by law, a court of competent jurisdiction or
any governmental or regulatory authority.
9.5 Entire agreement. This Agreement constitutes the
entire agreement between the parties and
supersedes and extinguishes all previous
agreements, promises, assurances, warranties,
representations and understandings between
them, whether written or oral, relating to its subject
matter.
9.6 Variation and Waiver. No variation of the
Agreementshall be effective unless it is in writing
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and signed by the parties (or their authorised
representatives).No failure or delay by a party to
exercise any right or remedy provided under the
Agreement or by law shall constitute a waiver of
that or any other right or remedy, nor shall it
prevent or restrict the further exercise of that or any
other right or remedy. No single or partial exercise
of such right or remedy shall prevent or restrict the
further exercise of that or any other right or
remedy.
9.7 Severance. If any provision or part-provision of the
Agreement is or becomes invalid, illegal or
unenforceable, it shall be deemed modified to the
minimum extent necessary to make it valid, legal
and enforceable. If such modification is not
possible, the relevant provision or part-provision
shall be deemed deleted. Any modification to or
deletion of a provision or part-provision under this
clause shall not affect the validity and enforceability
of the rest of the Agreement.
9.8 Notices.A notice given to a party under or in
connection with the Agreement shall be in writing
and delivered by hand or by pre-paid post to the
party at the address stated in the Contract Details
given in this agreement or as otherwise notified in
writing to the other party.Any notice shall be
deemed to have been received: (i) if delivered by
hand, on signature of a delivery receipt; or (ii) if
sent by pre-paid post at the time recorded by the
delivery service.This clause does not apply to the
service of any proceedings or any documents in
any legal action or, where applicable, any
arbitration or other method of dispute resolution
9.9 Third party rights.The Agreement does not give
rise to any rights to any third party who is not a
party to the Agreement.
9.10 Counterparts. The agreement may be executed in
any number of counterparts, each of which when
executed and delivered shall constitute a duplicate
original, but all the counterparts shall together
constitute the one agreement.
9.11 Governing law. The Agreement and any dispute
 or claim (including non-contractual disputes or
claims) arising out of or in connection with it or its
subject matter or formation shall be governed by
and construed in accordance with the law of
England and Wales.

9.12 Jurisdiction.The parties shall use reasonable

endeavours to resolve any dispute amicably within
a period of 60 days of the receipt of a notice of
dispute. Failing amicable resolution within 60 days,
or if the parties do not meet or commence
negotiations within 30 days of the said written
notice, then either party may refer the dispute to be
finally settled by arbitration in accordance with the
DIFC-LCIA rules (the Rules), by one arbitrator
appointed in compliance with the Rules. The Rules
are deemed to be incorporated, by reference, into
this clause9.12. The seat of arbitration shall be the
Dubai International Financial Centre. The
proceedings and all awards shall be in the English
language.