Terms & Conditions (B2B Export Orders)
Last updated: 30 January 2023
These Terms & Conditions (“Terms”) apply to all business-to-business (B2B) enquiries, quotations, sales, export orders, and shipments arranged by Continental Agventure (“Continental”, “we”, “us”, “our”) through continental.ke, email, phone, WhatsApp, or any other channel.
By requesting a quotation, placing an order, or accepting delivery, the Buyer (“you”, “Buyer”, “Customer”) agrees to these Terms.
1) B2B only
1.1 These Terms are intended for commercial buyers (importers, wholesalers, blenders, packers, distributors, private label brands).
1.2 We do not sell as a consumer retailer under these Terms.
2) Definitions
- Goods: Tea and/or related products supplied by Continental.
- Order: Buyer’s confirmed purchase request accepted by Continental.
- RFQ: Request for Quotation.
- Incoterms: International Commercial Terms (latest version published by ICC, unless otherwise agreed).
- Specification: Agreed grade, packing format, labeling, and any written quality parameters in the Proforma Invoice (“PI”) or Sales Contract.
3) Quotations and validity
3.1 All quotations are non-binding until confirmed by a PI/Sales Contract and accepted by Continental.
3.2 Quotation validity (unless stated otherwise) is 5–7 business days, due to market and logistics changes.
3.3 Any errors or omissions in a quotation may be corrected by Continental prior to Order acceptance.
4) Orders, acceptance, and contract
4.1 An Order is formed only when Continental issues a PI/Sales Contract and confirms acceptance in writing.
4.2 The Buyer must verify all PI details (grade, quantity, price, incoterms, packing, labeling, shipment window, destination) before payment.
4.3 If the Buyer requests private label packaging or custom blends, the Buyer must provide final written approval of artwork/specifications before production.
5) Pricing, currency, and taxes
5.1 Prices are as stated on the PI/Sales Contract in the agreed currency.
5.2 Prices exclude any duties, taxes, clearance charges, local port charges at destination, and buyer-country compliance costs unless expressly included.
5.3 If the Buyer requests changes after acceptance (grade, packing, labeling, shipping terms), Continental may re-quote and adjust timelines.
6) Payment terms
6.1 Unless otherwise agreed in writing, payment may be:
- T/T (bank transfer): deposit and balance as specified on PI; or
- 100% prepayment; or
- Letter of Credit (L/C) where accepted by Continental and stated on PI.
6.2 The Order proceeds only after cleared funds are received according to the PI terms.
6.3 All bank charges are borne by the Buyer unless otherwise agreed (“OUR charges” recommended).
6.4 Late payments may delay shipment; storage, demurrage, or related costs caused by Buyer delays may be passed to the Buyer.
7) Samples
7.1 Samples may be provided subject to availability and Buyer requirements.
7.2 Unless explicitly agreed otherwise, samples are provided for evaluation and do not constitute a warranty that every shipment will match subjective preferences, beyond the agreed Specification.
8) Quality, specifications, and inspection
8.1 Goods will conform to the Specification stated on the PI/Sales Contract.
8.2 Natural agricultural products may show reasonable variation between batches.
8.3 If pre-shipment inspection is required, it must be:
- requested in writing before production/dispatch, and
- performed by a mutually agreed independent inspector (e.g., SGS/BV/Intertek) at Buyer cost, unless agreed otherwise.
8.4 Claims window (unless PI states different):
- Visible issues (packing damage, shortage, labeling errors): notify within 7 calendar days of delivery.
- Quality disputes: notify within 14 calendar days of delivery, supported by evidence (photos, batch codes, and independent lab/inspection report where relevant).
8.5 Failure to notify within the applicable window may be treated as acceptance of Goods.
9) Packing, labeling, and private label
9.1 Packing formats (bulk sacks, cartons, or branded/private label) are as stated on the PI.
9.2 For private label orders:
- Buyer warrants it has rights to all trademarks, designs, and claims appearing on packaging.
- Buyer is responsible for compliance of labels/claims with destination-country rules unless Continental expressly agrees otherwise in writing.
- Artwork changes after approval may incur extra costs and delays.
10) Weights, tolerances, and shortages
10.1 Standard industry tolerances may apply (to be stated on PI where needed).
10.2 Any shortage claims must include receiving records, photographs, and (where relevant) an independent report.
11) Delivery terms, shipment windows, and risk transfer
11.1 Delivery terms are based on the Incoterm stated on the PI/Sales Contract (e.g., EXW/FOB/CIF/CFR).
11.2 Risk transfers according to the applicable Incoterm.
11.3 Shipment windows are estimates unless expressly guaranteed in writing. Delays may occur due to logistics constraints, inspections, port congestion, weather, or events beyond our control.
12) Insurance
12.1 Insurance responsibilities follow the agreed Incoterm.
12.2 Where Buyer requests insurance beyond the agreed Incoterm requirements, any added cost is payable by Buyer.
13) Export documentation
13.1 Continental will provide export documents as stated on the PI (commonly commercial invoice, packing list, bill of lading/airway bill, and any agreed certificates).
13.2 Any destination-specific documents (special legalization, consular stamps, special certificates) must be requested before the PI is issued and may attract additional fees.
14) Compliance, import rules, and prohibited use
14.1 Buyer is responsible for ensuring Goods are lawful to import, distribute, and sell in the destination country, including labeling, registration, and standards compliance, unless Continental expressly undertakes a compliance service in writing.
14.2 Buyer agrees not to use Goods in any unlawful manner or in violation of sanctions, embargoes, or applicable trade restrictions.
15) Cancellation, changes, and refunds
15.1 Once an Order is accepted and production/sourcing has commenced, cancellation may not be possible.
15.2 If Continental agrees to cancellation, Buyer may be liable for costs already incurred (sourcing, packing materials, private label printing, warehousing, logistics).
15.3 Refunds (if any) are handled case-by-case and may exclude bank charges and third-party fees.
16) Returns
16.1 International returns are generally impractical; remedies (if applicable) are typically handled via replacement, credit note, or agreed adjustment—subject to evidence and inspection.
16.2 No returns will be accepted without Continental’s written authorization.
17) Limitation of liability
17.1 To the maximum extent permitted by law, Continental will not be liable for indirect, incidental, special, consequential, or punitive damages (including lost profits, loss of market, or business interruption).
17.2 Continental’s total liability relating to an Order will not exceed the invoice value of the affected Goods, except where liability cannot be limited by law.
18) Indemnity
Buyer agrees to indemnify and hold Continental harmless from claims, losses, or penalties arising from:
- Buyer’s labeling instructions, trademarks, or marketing claims;
- Buyer’s import/compliance failures in the destination country; or
- Buyer’s handling, storage, repacking, or resale practices.
19) Force majeure
Continental is not liable for delays or failure to perform caused by events beyond reasonable control, including (but not limited to) port congestion, strikes, shipping line disruptions, government actions, natural disasters, war, civil unrest, pandemics, or major supply chain interruptions. Performance timelines will be extended accordingly.
20) Confidentiality
20.1 Both parties must keep confidential any non-public commercial information (pricing, supplier details, buyer lists, blends, specifications) received during the business relationship.
20.2 This clause does not apply to information that is public, independently developed, or required to be disclosed by law.
21) Intellectual property
21.1 Continental retains ownership of its business name, brand assets, and materials.
21.2 Buyer retains rights to its own trademarks/artwork and grants Continental a limited right to use them only to fulfill private label orders.
22) Privacy and communications (email/WhatsApp)
22.1 If you contact us via email/WhatsApp, you consent to receiving responses and transactional communications through those channels.
22.2 Personal data is handled in line with our Privacy Policy.
23) Governing law and dispute resolution
23.1 These Terms are governed by the laws of Kenya, unless otherwise agreed in writing.
23.2 Parties will first attempt to resolve disputes through good-faith negotiation within 14 days of written notice.
23.3 If unresolved, disputes may be referred to:
- Courts of competent jurisdiction in Kenya, or
- Arbitration in Kenya (if both parties agree in writing on arbitration rules/seat).
24) Entire agreement and priority
24.1 The PI/Sales Contract + these Terms form the entire agreement for the Order.
24.2 If there is a conflict, the PI/Sales Contract prevails for that specific Order.
25) Severability
If any part of these Terms is found unenforceable, the remainder remains in effect.
26) Contact
Continental Agventure
Website: continental.ke
Email: info@continental.ke
Phone/WhatsApp: +254-796-194917