How do you rate us
1) GENERAL LIABILITY
In lieu of any warranty, condition or liability implied by law, the liability of Davis & Shirtliff (hereafter called the Company) in respect of any defect or failure of equipment supplied or for any loss, injury or damage attributable thereto is limited to making good by replacement or repair (at the Company's discretion) defects which under proper use appear therein and arise solely from faulty design, materials or workmanship within a specified period.
This period commences after the equipment has been dispatched or, if applicable, installed by the Company and at its termination all liability ceases.
This warranty applies solely to equipment supplied or work carried out by the Company and no claim for consequential damages, however arising, will be entertained.
Also, the warranty specifically excludes defects caused by fair wear and tear, the effects of careless handling, lack of maintenance, faulty installation, and incompetence on the part of the equipment user, acts of God or any other cause beyond the Company's reasonable control.
Also, any repair or attempt at repair carried out by any other party invalidates all warranties.
2) NEW EQUIPMENT
2.1 General Terms
Standard warranty period for all the brands (hereafter called the named products) is as detailed in the schedule below, subject to the specific terms detailed in clause 2.2.
NOTE:
- Consumables e.g., cartridges are not covered by Warranty.
- Components making up the plant or system are covered individually under the specific item's warranty terms.
- Warranty will not be honoured for any equipment that fails within the warranty period where all or some of the payment remains due.
| MODEL | PRODUCT DESCRIPTION | D&S WARRANTY PERIOD (Years) | FULL WARRANTY (Years) | 50% WARRANTY (Years) |
|---|---|---|---|---|
| DAYLIFF SOLAR | Solar Modules Huawei SUN2000 Series up to 25kW |
25 10 |
10 10 |
15 0 |
| Future Pumps (SF2 and SE1) | 10 | 5 | 5 | |
| DAYLIFF | Huawei: SUN2000 Series above 25kW & Power-M Lithuim-Ion Batteries: Huawei, Champion, DLIP, DLID, Power Home | 5 | 5 | 0 |
| SOLAR & VESSELS | Solar water heaters: UFS, UFX, UVT, UVR, CWS, HPW | 5 | 3 | 2 |
| GWS & DVX Vessels (diaphragm), Dayliff Polyglas Tanks (up to 16") GRP Filters: CX, DX and DXB/CXB | 5 | 3 | 2 | |
| HUNTER | Sprinklers & Rotors | 5 | 3 | 2 |
| DAYLIFF PUMPS & CONTROLLERS | Pumps: DS, DIN, DID, DIX, DB, DDC, DDP, DDJ, DE, DMS, DZ, DL, DSC Motors: Bareshaft Controllers: Italtecnica switches & Controllers | 3 | 2 | 1 |
| DAYLIFF WATER TREATMENT / DAYLIFF BOREHOLE | Dayliff Composite Tanks (18" -63" tanks), Klorman PVC Borehole pipes, Submersible Cable |
3 3 |
2 2 |
1 1 |
| PEDROLLO | All Surface and Submersible Pumps, Controllers & Accessories | 3 | 2 | 1 |
| DAB PUMPS | Pumps: SPP and DTRON | 3 | 2 | 1 |
| SUBMERSIBLE MOTORS | Pedrollo PD, Dayliff DSM & DSDM | 2 | 1 | 1 |
| DAYLIFF PUMPS, CONTROLLERS & VESSELS / DAYLIFF POOL | Pumps: DBH, DBE, DDC(E), DDP(E), DDW, DDG, DDS, DDF, DDA, DSD, D5SD, DSP, D3SP, DSS, DSX, DDF, DQ, DDT, DHF, DFP, DWY, DWX, DWW, DWV, DWC, DSMART, Aquasmart 45, Afridev, India MkII, Wastelift Controllers: Sunverter 3/4, Trevitech, SCT/M, AVS, Assembled Panels, Dayliff Pump Controller, Standard Control Panels, SmartCon2, and Pumpverters Dayliff Varem & GWS bladder type vessels Dayliff DPL/DPX Pumps, Pedrollo Magnifica/Villabella/ Maxima pumps, Heat Pumps, PoolChlor, Pool equipment and accessories, Steam and Sauna, Pool Solar Panels, Suncommand, Dayliff & IPP lights, Dayliff Jacuzzi Spa, and Fountain Jets and Lights | 2 2 2 2 |
1 1 1 1 |
1 1 1 1 |
| Certikin & Midas Pool equipment and accessories | 2 | 1 | 1 | |
| DAYLIFF GENERATORS | DGY, DGC, DGJ, DGP, DLY | 2 | 1 | 1 |
| DAYLIFF WATER TREATMENT | Dayliff Purifiers & Atlas Filtri RO & Softeners, Dayliff & Seko dosing pumps, Mixtron & Dosatron pumps, Dayliff & Mapro blowers, Hach Equipment, WUF | 2 | 1 | 1 |
| DAYLIFF SOLAR | Huawei Backup Box, Opti Inverters & Charge Controllers, Growatt, Ultraverter, ECO1024 Power Pack, Sunfridge & Solar Controllers Pumps: DDPS, Solarplex, DCS, DDWS, DHFS, DHF FLEX, DPSolar, Sunflo (A, B, B2, S, X), Sunflex, Sunflex2 |
2 | 1 | 1 |
| DAVEY / GRUNDFOS | All Pumps Pumps: SP, CR, CM, UP, UPS, DDE, DDC Accessories: CUE, MP204, RSI |
2 2 |
1 1 |
1 1 |
| DAYLIFF IRRIGATION / DAYLIFF PAYGO / DAYLIFF SMART METERS | Hunter Controllers & Accessories, Dayliff Irrigation Accessories Pumps & Equipment Smart Meters & Prepaid Meters |
2 2 2 |
1 2 1 |
1 0 1 |
| Power and Energy Meters, Panel Servers, Uninterruptible Power Supplies (UPS) Building Automation Servers, Sensors, and Actuators | 1 1 |
1 1 |
0 0 |
|
| DAYLIFF DIGITAL ENGINEERING | IoT Remote Terminal Units (RTU), Gateways & Protocol Converters, Wireless Transceivers | 1 | 1 | 0 |
| Industrial Drives & Soft starters | 1 | 1 | 0 | |
| Programmable Logic Controllers (PLC), Human Machine Interfaces (HMI) | 1 | 1 | 0 | |
| Industrial Actuators & Process Instruments | 1 | 1 | 0 | |
| DAYLIFF ENGINE PUMP, GENERATORS & POWER TOOLS / OTHER DAYLIFF & BIOLIFF | Engine Pumps: DC, DCT, DCX, DCI, DPW Pressure Washers, DCOM Compressors Generators: DG-P, DG-D, DGW, Multi-4, Mowers Engines: DOB, DLA, DLV Tools: Trimmers, Agsol Hammer Mill, Floorklene, Agricultural, Construction and Forestry Machinery Sunverter B/B2, VRLA Batteries, DCVerter, Izzy Inverters, Street lights, Pathway lights Sita Purifiers & Lamps, SBR System, Ecorock, Biopure, Enpure System & WWTP Drytek, Express, Smart 2 | 1 1 1 1 |
1 1 1 1 |
0 0 0 0 |
| Dayliff brass fittings, Dayliff water meters | 1 | 1 | 0 | |
| GRUNDFOS | Solar Structure & SunTower SQ, SQF and Submersible Motors | 1 1 |
1 1 |
0 0 |
| DAVEY | Chlorinators, Testers, and accessories | 1 | 1 | 0 |
2.2 Specific Terms
The warranty on equipment installed by others is conditional upon the defective unit being promptly returned free to D&S Workshop and collected thereafter when repaired.
No element of site repair is included in the warranty and any site attendance costs will be payable in full at standard charge out rates.
3) GRADUATED WARRANTY
If equipment failure occurs in the normal course of service having been competently installed and when operating within its specified duty limits, warranty will be provided as detailed in the table under section 2.1 above.
For items falling under the section marked 'full warranty', D&S will repair or replace the failed equipment at no cost to the customer.
Customers will however be required to make a 50% contribution for repair or replacement of all equipment failures outside this window but within the overall warranty period.
Note: For the purposes of calculating the 50% contribution, the reference pricing is the prevailing Davis & Shirtliff Price at the time of making the claim.
Exclusions and additional details: -
a) PV Modules
- Up to Ten years - Panel will be replaced at no charge based on quality issues including Frame, Cable, and Junction Box.
- Up to Twenty-Five years - Panel will be replaced at 50% of prevailing price based on 80% of power output of solar panel.
Note: Breakages of panels during transportation and installation is not covered on warranty. Damage of junction boxes due to either wrong wiring or lightning is not covered on warranty.
b) Huawei Inverters
Standard warranty on Huawei SUN2000 Series can be extended by 5, 10 or 15years at an extra cost billed to the customer.
c) Lithium-Ion Batteries
No warranty will be given for failures resulting from misuse, improper installation, or unapproved third-party modifications. Davis & Shirtliff does not cover lithium battery packs installed with third-party inverters.
d) Solar Water Heating Systems
Commercial solar hot water storage tanks with capacities above 500 litres are designed for indoor installation or fully enclosed protective cabinet/structure, as the Vinilex outer cover is not suitable for exposure to outdoor conditions such as sunlight, rain, or wind. Any damage or failure resulting from outdoor installation, including rooftop placement, will void the warranty.
Upon installation, solar hot water systems must be fully filled with water or the collectors covered. Operating the system dry can cause excessive temperature and pressure build-up. Although the systems are fitted with a Pressure Relief Valve (PRV), repeated PRV discharge due to dry or uncommissioned operation is considered abnormal use and may lead to tank leakage over time. Any damage resulting from failure to follow these requirements shall be treated as improper installation and is not covered under the Davis & Shirtliff Warranty.
e) Sunverter B/B2
Sunverter B/B2 should be installed with approved insect-protection enclosures. Any failure determined to be caused, in whole or in part, by insect ingress will be excluded from warranty coverage.
f) Solar Structure and SunTower
Standard one year warranty to cover material defects and workmanship subject to the solar structure caveats and environmental (no chemical or biological effects) conditions. Below conditions apply;
- For wind speeds above 30m/s, Client to provide wind breakers.
- Solar structure design assumes a fairly flat ground and where the installation area has a steep gradient, the Client will be required to make arrangements for levelling the ground.
g) Dayliff Reverse Osmosis (BRO/DRO) and Ultrafiltration (BUF/DUF) Plants
Standard warranty on Dayliff RO and UF Plants is one year from the invoice date. An operator's log must be produced at the point of lodging the claim demonstrating regular use of Dayliff Antiscalant Chemicals as proof of proper plant operations. Davis & Shirtliff will not bear any warranty cost obligation arising from the use of chemicals other than those specified during plant design or because of improper plant operations.
h) Engines and Generators
Standard warranty on fixed speed Engines and Generators is two years or 1,200 running hours (whichever comes first) from the invoice date. However, for Outboard Engines the warranty period is 1 year or 1,000 running hours (whichever comes first) from the invoice date. A maintenance chart must be produced at the point of lodging the claim as a proof of proper maintenance routine. Davis & Shirtliff will not bear any cost obligation resulting from incorrect mounting or storage according to the Standard Mounting, Maintenance and Operation Manual.
i) Dayliff Pump Sets
Warranty will be applied on the individual components.
j) Electric Motors and Power Equipment
Standard warranty on new electric motors is as detailed by model in table 2.1 above, whether being part of a named product or not, though since motors can fail due to many factors beyond the Company's control, any warranty is conditional upon the following: -
- The motor is provided with an approved control panel, including an appropriate electro-magnetic starter with correctly rated overload for all three phase installations, and high current cut-out for single phase installations.
- In addition, for all three phase submersible borehole installations, a high and low voltage plus phase control relay must be provided.
- For Submersible motors failures resulting from power-related faults (single phasing, overvoltage, undervoltage, overload, etc) warranty will be conditional upon the control panel having been supplied by Davis & Shirtliff.
- For submersible motors above 7.5kW, warranty will be conditional upon the equipment being fitted with a monitoring & communication device - iDayliff, MP204 or equivalent.
- The pump and control panel are permanently installed with fixed electrical connections. Any installations involving temporary connections will not be covered by the warranty.
- No claim will be entertained when there is evidence that a motor has operated with electricity supply beyond the manufacturers' specified limits and tolerances for frequency, voltage and phase symmetry, nor when there is evidence of incorrect connection to the power supply.
- Where the named product carries a shorter warranty period than two years, the warranty on the motor will be equivalent to that of the named product.
k) Water Pumps
Most pumps supplied are designed specifically for applications involving clean, cold (up to 30°C) water. No warranty will be provided against wear and subsequent damage if the pumped water does not conform to this condition unless the pump has been specified by the Company or the manufacturer. As all pumps are water lubricated serious damage can occur if they are run without water. For this reason, the Company specifically excludes itself from any warranty claims where there is evidence that damage to the pump has been caused by running dry or other damage resulting from installation conditions not approved by the manufacturer.
l) Digital Engineering Solutions
Standard warranty period for software deployment including Internet of Things (IoT), Power Monitoring System, Building Management Systems (BMS), Supervisory Control and Data Acquisition (SCADA), and Programmable Logic Controller (PLC) / Human Machine Interfaces (HMI) systems is three months from date of practical completion. This does not cover changes/addition of new features not in the contract/proposal. Software upgrades, updates and reinstallations will be scoped, and costs billed to the customer. Equipment listed in Table 2.1 as part of Digital Engineering Solutions should be operated within design conditions. Davis & Shirtliff will not bear any cost obligation resulting from incorrect installation (where undertaken by the customer) and use according to the Standard Installation, Maintenance & Operation Manual. Wearing parts such as surge protectors and fuses are excluded from guarantee.
m) Clearance/Auction Items
Products sold under clearance sales/auctions are offered at special pricing and are sold on an "as-is" basis. Accordingly, such products are excluded from standard warranty terms and conditions.
n) Theft of Equipment
Equipment stolen from site during or after installation will not be covered under warranty. Clients will be expected to offer security during and after installation.
4) EQUIPMENT REPAIRS
Standard warranty period for all repaired equipment is three months from date of collection or installation by the Company provided the warranty claim is attributable to a defect in any spare part fitted during repair. Failures caused by defects in components not repaired are specifically excluded. Also, due to the fact that failure can be caused by many factors beyond the Company's control, the warranty period on re-wound motors is limited to one month when equipment re-installation is carried out by the Company and no warranty will be given on re-wound motors when re-installed by others.
5) NEW INSTALLATIONS
Standard warranty period for all new installations is six months from date of commissioning excluding the named products (if applicable) to which their standard warranty (see Clause 2) is applicable. During the warranty period defects caused by faulty design, materials or workmanship will be rectified at no charge, though if the Company is called to site to rectify a defect which on investigation is caused by faulty operation, lack of maintenance or general carelessness, all charges for labour, transport and materials used will be payable in full at the Company's standard rates. Upon lapsing of the six month period, labour and transport charges will apply for all subsequent warranty repairs or replacement at the standard Davis & Shirtliff charge out rates.
6) PROOF OF PURCHASE
Proof of purchase in the form of the original invoice is required to be shown before Warranty repair or replacement is approved.
Davis & Shirtliff Ltd, Kenya, Nairobi, Dundori Road Industrial Area, PO Box 41762-00100, Tel: +254 711 079000, This email address is being protected from spambots. You need JavaScript enabled to view it.
Davis & Shirtliff (International) Ltd, Kampala, Uganda, Jinja Road, PO Box 22824, Tel: +256 783 065273, This email address is being protected from spambots. You need JavaScript enabled to view it.
Davis & Shirtliff Tanzania, Dar es Salaam, Gerezani Road, PO Box 10725, Tel: +255 22 2112515, This email address is being protected from spambots. You need JavaScript enabled to view it.
Davis & Shirtliff Zambia, Lumumba Road, PO Box FW 112, Lusaka, Tel: +260 211 845010/1, This email address is being protected from spambots. You need JavaScript enabled to view it.
Davis & Shirtliff Rwanda, Kigali, Muhima Road, BP 7039, Tel: +250 252 504039, This email address is being protected from spambots. You need JavaScript enabled to view it.
Davis & Shirtliff Zimbabwe, Harare, 16911 Nongerai Complex Seke Road, Tel: +263 24 2576246, +263 24 2576247, This email address is being protected from spambots. You need JavaScript enabled to view it.
Davis & Shirtliff DRC, Lubumbashi, No. 20734, Boulevard Msiri, Tel: +243 978 115412, +243 852 758553, This email address is being protected from spambots. You need JavaScript enabled to view it.
Davis & Shirtliff South Sudan, Tong Ping, Juba Nabari Plot No. 9, Tel: +211 927 000020, This email address is being protected from spambots. You need JavaScript enabled to view it.
Davis & Shirtliff Zanzibar, Mlandege Street, Tel: +255 774 202069, This email address is being protected from spambots. You need JavaScript enabled to view it.
Davis & Shirtliff Somalia, Mogadishu, Villa Baydhaba Buulahuubey, Tel: +252 619 332 540, This email address is being protected from spambots. You need JavaScript enabled to view it.
Davis & Shirtliff Ghana, Accra, Nii Adjetey Osae Ave East Legon, behind AH Hotel, Tel:+233 552 711 577, This email address is being protected from spambots. You need JavaScript enabled to view it.
Davis & Shirtliff Ethiopia, Addis Ababa, Meggenaga Road, Kal Building Ground Floor, Tel: +251 913 060711/+251 911 100515, This email address is being protected from spambots. You need JavaScript enabled to view it.
Davis & Shirtliff Burundi, Bujumbura, Q.asiatique, Rue Rwegura No. 17, PO BOX 1576, Tel:+257 79574439, This email address is being protected from spambots. You need JavaScript enabled to view it.
- Details
SERVICE PROVIDER GENERAL TERMS & CONDITIONS FOR ENGAGEMENT
The Terms and Conditions of Engagement have come into effect on %s the %s day of %s in the year %s
Davis & Shirtliff Ltd., is a limited liability company in Kenya, having its registered office at, Dundori Rd and of P.O. Box 41762 - 00100 Nairobi, Kenya (hereinafter called “D&S”) of the one part
and
%s, of Tel. Number %s , D&S Vendor Number %s, Pin Number %s, Location and of P.O BOX %s, email address %s, (Hereinafter called “the Service Provider (or SP)”) of the other part:
WHEREAS
The SP has accepted to provide the services on the terms and conditions herein.
NOW THIS TERMS & CONDITIONS ENGAGEMENT WITNESSETH AS FOLLOWS:
- In these Terms & Conditions, words and expressions shall have the same meanings as are respectively assigned to them in the LSO referred to.
- D&S hereby covenants to pay the SP in consideration of the services rendered and the remedying of defects therein, the Engagement Price or such other sum as may become payable in the manner and under the provisions of documents forming the terms and conditions herein.
- All provisions of these terms and engagement conditions shall be binding upon and to the benefit of the parties hereto and their respective heirs, if any, successors, and assigns.
Article 1 Terms & Conditions for Engagement with SP
This document and any annexures hereto constitute the entire understanding and terms and conditions for engagement of the parties, and any, and all prior engagements, understandings, and representations are hereby terminated and canceled in their entirety and are of no further force and effect.
The documents in this section shall constitute an integral part of the terms and conditions for engagement and shall be interpreted in the following order of priority:
- The General Terms and Conditions Document.
- Supplier Information Form.
- Local Service Order (LSO)
Article 2 Effective Date
The terms and conditions for engagement are effective from the date of signing and shall continue to be in force unless terminated by either party in writing in line with Article 16 and Article 17.
Article 3 Anti-corruption Undertakings
D&S and the SP each warrant and undertake to the other that in connection with these Terms & Conditions and the performance thereof, they will each respectively comply with any laws, regulations, rules, decrees and/or official government orders applicable to such party relating to anti-bribery or anti-money laundering and that they shall each respectively take no action that would subject the other to fines or penalties under such laws, regulations, rules or requirements.
D&S and SP each represent, warrant and undertake to the other that they shall not, directly or indirectly; pay, offer, give or promise to pay or authorize the payment of, any monies or other things of value to:
- A D&S official, employee or any D&S representative.
- Any D&S client or their representative.
- Any other person, individual or entity at the suggestion, request or direction or for the benefit of any of the above- described persons and entities.
In particular, the SP represents and warrants to D&S that it has not made any payments or given anything of value to officials, officers or employees of D&S in connection with the SP services that are the subject of these Terms & Conditions.
D&S or SP may terminate their engagement forthwith upon written notice to the other at any time, if in their reasonable judgment the other is in breach of any of the above representations, warranties or undertakings.
Article 4 Reports Submission
The SP shall be required to submit reports for services rendered in the prescribed format and all other documentation that D&S would request from time to time.
Article 5 Quality of Works/Standards
The SP shall supply the services in accordance with industry standards or any other standards that may be set by D&S. If no standards are expressly mentioned, the SP shall comply with the standards which ensure the highest quality of workmanship, material and equipment as instructed by D&S in accordance with D&S's sole discretion.
All works rendered by the SP shall be of high standard and quality, free of, and not reported by third parties to suffer from, defects in design, material or workmanship, and shall perform in accordance with all of the requirements of the engagement. All calculations, designs, integration and drawings related to the works shall assure the reliability, efficiency, competency as well as the functionality of the same to D&S's fullest satisfaction.
Article 6 Communication with D&S Customer
Communication and interactions with the D&S customer regarding the specific assignment should be through D&S expressly i.e., any clarification or commitment should be referred to D&S. Nevertheless, when interacting with the customer this should be in a professional and courteous way. In case of queries or disagreements, communication should be escalated to D&S.
Article 7 Inspection of Works
D&S or its representative shall have the right to inspect and/or to verify that the works executed conform to the Engagement Specifications. D&S shall notify the SP in writing, in a timely manner, of the identity of any representatives retained for these purposes.
The inspections and tests may be conducted on the premises of the SP or its sub-SP (s), at the point of delivery, and/or at the works’ final destination. If conducted on the premises of the SP or its sub-SP(s), all reasonable facilities and assistance, including access to drawings and production data, shall be furnished to the inspectors at no charge to D&S.
Should any inspected or tested works fail to conform to the specifications, D&S may reject the works, and the SP shall either replace the rejected works or make alterations necessary to meet specification requirements at no additional costs to D&S.
D&S’s right to inspect, test and where necessary, reject the works after they are completed shall in no way be limited or waived by reason of the works having previously been inspected, tested, and passed by D&S or its representative prior to the delivery of the works.
Nothing in Article 7 shall in any way release the SP from any warranty or other obligations under this Engagement.
Article 8 Notices
All notices, demands, or other communications required or desired to be given hereunder by any party shall be in writing and shall be validly given or made to another party if personally served, or if sent by post or email. If such notice or demand is served personally, notice shall be deemed constructively made at the time of such personal service. If such notice, demand, or other communication is given by post, such notice shall be conclusively deemed given five days after deposit thereof or one day if sent via email. Any party hereto may change its address for purposes of this engagement by written notice given in the manner provided above.
Article 9 Payment
This shall be as per the payment terms as detailed in the Local Service Order (LSO). The SP shall at all times submit a payment application comprising of a valid Tax Invoice to D&S.
Article 10 Defects Liability Period (DLP)
The standard DLP for workmanship shall be 6 months, from the date of final handover and during this time there will be a retention of 10percent of the value of the works unless advised otherwise by D&S. If a defect becomes apparent during the DLP, the SP shall replace or repair the defect within a reasonable time at their own cost.
In the event that a defect becomes apparent after the expiry of the DLP, then the SP shall have no liability to D&S in respect of such defect.
Article 11 Prices
Prices charged by the SP for services delivered under the Engagement shall be fixed during the SP’s performance and shall not be subject to variation on any account except with the authorization of D&S.
Article 12 Delivery Period & Work Schedule
A delivery period and work schedule will be provided by the SP at the beginning of the work.
Article 13 Liquidated Damages
If the SP fails to complete the works within the period(s) specified in the Local Service Order , D&S shall, without prejudice to its other remedies under the Engagement, impose liquidated damages equivalent to 0.5percent of the undelivered price of the delayed services per day up to a maximum deduction of 10percent of the Engagement Price. After this, D&S may consider termination of the Engagement. The Liquidated Damages in these Terms & Conditions have been determined after due consideration of the damages the parties anticipate that D&S will suffer under the specific circumstances to which each specific type of liquidated damage applies, and therefore they shall not be regarded as a penalty. Payment of the Liquidated Damages shall not be conditioned on D&S having to present evidence of any loss.
Article 14 Variations
D&S and the SP shall be entitled to propose a variation to the Works. Any proposed variation must be in writing. If the variation is agreed upon in principle, any adjustment to the Engagement Price or timings under this Engagement or any other amends to the Engagement required as a result of the variation shall be as agreed between the Parties. A Party, at its sole discretion, shall be entitled to reject any variation that has been proposed by the other Party.
Article 15 Engagement Termination
D&S may terminate this engagement at any time by 10 working days written notice to the SP. In addition, if the SP is convicted of any crime or offence, fails or refuses to comply with the written policies or reasonable directive of D&S, he shall be guilty of serious misconduct in connection with performance hereunder, or materially breaches provisions of this engagement, D&S at any time may terminate the engagement of theSP immediately and without prior written notice to the SP.
Article 16 Breach
Breach by the SP of any of the provisions of this Engagement will cause irreparable injury and damage to D&S therefore the SP expressly agrees that D&S shall be entitled to injunctive and other equitable relief in the event of, or to prevent, a breach of any provision of this Engagement.
Article 17 Employee Disclaimer
This Engagement shall not render the SP an employee, partner, agent of, or joint venture with D&S for any purpose. The SP is and will remain an independent SP in his relationship to D&S. The SP shall have no claim against D&S for sick leave, retirement benefits, worker's compensation or employee benefits of any kind.
Article 18 Separation
The SP represents that he is free to enter this engagement and that this engagement does not violate the terms of any Engagement between the SP and any third party. Further, the SP, in rendering his duties shall not utilize any invention, discovery, development, improvement, innovation, or trade secret in which he does not have a proprietary interest. After being engaged by D&S the SP shall devote as much of his productive time, energy and abilities to the performance of his duties hereunder as is necessary to perform the required duties in a timely and productive manner. The SP is expressly free to perform services for other parties while performing services for D&S.
Article 19 Insurance of SP & Staff
The SP shall procure the relevant insurance policies necessary for the nature of work to be performed on behalf of D&S. The SP shall provide evidence of the insurance to D&S within three months from the date of signing this contract. No works shall be assigned to the SP if evidence of procurement of the insurance is not submitted to D&S as stated herein.
Specifically, the SP shall procure the following:
- Work Injury Benefits Act Insurance (WIBA).
- General liability insurance.
- Professional liability insurance (errors and omissions)
Article 20 Sub-Engagement Restrictions
The SP shall not assign any of his rights under this Engagement, or delegate the performance of any of his duties hereunder, without the prior written consent of D&S.
Article 21 Force Majeure
In this Clause, "Force Majeure" means an exceptional event or circumstance:
- Which is beyond a Party's control.
- Which such Party could not reasonably have provided against before entering into the Engagement.
- Which, having arisen, such Party could not reasonably have avoided or overcome, and
- Which is not substantially attributable to the other Party.
Force Majeure may include, but is not limited to, exceptional events or circumstances of the kind listed below, so long as conditions (a) to (d) above are satisfied:
- war, hostilities (whether war be declared or not), invasion, act of foreign enemies.
- rebellion, terrorism, sabotage by people other than the SP's personnel, revolution,
- insurrection, military or usurped power, or civil war,
- riot, commotion, disorder, strike, or lockout by people other than the SP's personnel,
- munitions of war, explosive materials, ionizing radiation, or contamination by radioactivity, except as may be attributable to the SP's use of such munitions, explosives, radiation, or radioactivity, and
- natural catastrophes such as earthquakes, hurricanes, typhoon volcanic activity and pandemics.
If a Party is or will be prevented from performing its substantial obligations under the Engagement by Force Majeure, then it shall give notice to the other Party of the event or circumstances constituting the Force Majeure and shall specify the obligations, the performance of which is or will be prevented. The notice shall be given within Fourteen (14) Days after the Party became aware, or should have become aware, of the relevant event or circumstance constituting Force Majeure.
The Party shall, having given notice, be excused from the performance of its obligations for so long as such Force Majeure prevents it from performing them.
Notwithstanding any other provision of this Clause, Force Majeure shall not apply to obligations of either Party to make payments to the other Party under the Engagement.
Article 22 Health, Safety & Environment
The SP undertakes to comply with all Occupational and Safety requirements as provided by Occupational Safety and Health Act (OSHA) as well as those highlighted by D&S for a particular job. SP will ensure it has all the necessary Personal Protective Equipment for undertaking the work allocated to it and will also organize to clear all debris generated in the course of execution of the work responsibly as guided.
Article 23 Confidentiality & Intellectual Property
The SP acknowledges that during the course of this contract it shall have access to, be placed in possession of and become familiar with Confidential Information and other proprietary information of D&S. The SP undertakes that it shall neither disclose nor make use of, directly or indirectly, any Confidential Information that D&S discloses to the SP or its employees or to which the SP and its employees have access to or are placed in possession of or become familiar with, unless for purposes authorized in writing by D&S or its appointed representative.
The Parties agree that the terms of this contract and any Confidential Information shall be received and held in strict confidence and used only for the purposes of this contract. Each party shall use the same means as it uses to protect its own Confidential Information, but in any event no less than reasonable means, to prevent the disclosure and protect the confidentiality of all such information. The Receiving Party, its agents, representatives and or employees shall not disclose such Confidential Information, either directly or indirectly, without the prior written consent of the disclosing party. Nothing in this Agreement or any disclosure of Confidential Information to the SP, whether directly or
indirectly or by implication, any rights to infringe or make use of any patent, trademark, copyright, or other intellectual property of D&S, except only with the express prior consent of D&S.
Article 24
The SP acknowledges that during his engagement with D&S he will have access to and become acquainted with various trade secrets, inventions, innovations, processes, information, records and specifications owned Por licensed by D&S and/or used by D&S in connection with the operation of its business. The SP agrees that he will not disclose any of the aforesaid, directly or indirectly, or use any of them in any manner, either during the term of this Engagement or at any time thereafter, except as required in the course of this engagement with D&S. All files, records, documents, information, and similar items relating to the business of D&S, whether prepared by the SP or otherwise coming into his possession, shall remain the exclusive property of D&S. The SP shall not retain any copies of the foregoing without prior written permission. Upon the expiration or earlier termination of this Engagement, or whenever requested by D&S, the SP shall immediately deliver all such files, records, documents, specifications, information, and other items in his possession or under his control. The SP further agrees that he will not disclose his retention as an independent SP or the terms of this Engagement to any person without the prior written consent of D&S and shall at all times preserve the confidential nature of his relationship to D&S and of the services herein.
Inventions, discoveries and innovations conceived by the SP during any engagement shall be the exclusive property of D&S and the SP hereby assigns all right, title and interest in the same to D&S.
Article 25 Dispute Resolution
Any controversies arising out of the terms of this engagement, or its interpretation shall first be resolved by negotiations between the parties. If there is no agreement, the dispute shall be subject to the referred to a court of competent jurisdiction.
Article 26 Engagement Modification
No amendment, change or modification of this engagement shall be valid unless in writing signed by the parties hereto.
Article 27 Engagement Scope
If any provision of this Engagement, or any portion thereof, is held to be invalid and unenforceable, then the remainder of this Engagement shall nevertheless remain in full force and effect.
All provisions of this Engagement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, if any, successors, and assigns.
Article 28 Data Consent Clause
Th SP hereby agrees to processing of their personal data in accordance with the terms of D&S Privacy Policy https://www.davisandshirtliff.com/privacy-policy
Should the SP wish to contact D&S regarding use of their personal data, please use the following address:
Davis & Shirtliff Limited
Dundori Road, Industrial Area
P.O Box 41762-00100, Nairobi, Kenya
This email address is being protected from spambots. You need JavaScript enabled to view it., This email address is being protected from spambots. You need JavaScript enabled to view it.
+254 711 079 000
Article 29 Applicable Law
The laws of Kenya shall govern the validity of this Engagement, the construction of its terms and the interpretation of the rights and duties of the parties hereto. The language of the Engagement and the law governing the Engagement shall be English language and
the Laws of Kenya respectively unless otherwise stated.
- Details
Dundori Road, Industrial Area
Nairobi
P.O Box P.O Box 41762 - 00100
Kenya
