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 any time during the term set out in clause 1.

Agreement: the contract between the Customer

and the Supplier for the sale and purchase of the 2.2 Each Order shall be given in writing or, if given
Products in accordance with the Contract Details orally, shall be confirmed in writing.
and these Conditions.

Applicable Laws: all applicable laws, statutes, 2.3 The Supplier shall supply Products in accordance
regulations and codes from time to time in force. with the Customer's Orders, by the Delivery Date
specified in the Order.
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. 2.4 The Customer may amend or cancel an Order in
whole or in part at any time before delivery by
Commencement Date: the date the Agreement giving the Supplier written notice.
commences, as set out in the Contract Details.

Conditions: these conditions attached to the 3. The Products

Contract Details.

Delivery Date: the date(s) specified in the 3.1 The Supplier shall ensure that the Products: (i)
Contract Detailsfor delivery of the Products.
correspond with their description and any
applicable Specification; (ii) be new and of good
Delivery Location: the address for delivery of the
Products, as set out in the Contract Details. quality, and fit for any purpose held out by the
Supplier or made known to the Supplier by the
Products: the goods (or any part of them) as set Customer; (iii) where they are manufactured
out in the Contract Details. products, be free from defects in design, material
and workmanship and remain so for 12 months
Order: the Customer's order for the Products, as after delivery; and (iv) comply with all Applicable
set out in (or in the form of) the Contract Details. Laws.The Supplier shall ensure that at all times it
has and maintains all the licences, permissions,
Price: the price for the Products, as set out in the authorisations, consents and permits that it needs
Contract Details.
to carry out its obligations under the Agreement.
Specification: the specification for the Products,
including any related plans and drawings that are
agreed in writing by the Customer and the Supplier 3.2 The Customer has the right to inspect and test the
as set out in the Contract Details. 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
1. Commencement and term
comply with the Supplier's undertakings at clause
3.1, the Customer shall inform the Supplier and the
TheAgreement shall commence on the
Supplier shall immediately take such remedial
Commencement Date and shall continue until the
action as is necessary to ensure compliance.
date of termination, as set out in the Contract
Notwithstanding any such inspection or testing, the
Details, unless terminated earlier in accordance
Supplier shall remain fully responsible for the
with clause (Termination).8
Products and any such inspection or testing shall
not reduce or otherwise affect the Supplier's
obligations under the Agreement, and the
2. Orders
Customer shall have the right to conduct further
inspections and tests after the Supplier has carried
out its remedial actions.
2.1 The Customer may submit Orders for Products at

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3.3 If the Supplier is not the manufacturer of a Product, purchase price paid for the Products, storage costs
the Supplier shall use its best endeavors to procure and its reasonable costs and expenses in
a manufacturer's warranty for that Product and connection with the sale.
shall be responsible for liaising with and claiming
against the manufacturer in case of any breach of
said warranty. 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
4. Delivery 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
4.1 The Supplier shall ensure that: (i) the Products are following remedies: (i) to terminate the Agreement;
properly packed and secured in such manner as to (ii) to reject the Products (in whole or in part) and
enable them to reach their destination in an return them to the Supplier at the Supplier's own
undamaged, clean and good condition; and (ii) risk and expense; (iii) to require the Supplier to
each delivery of Products is accompanied by a repair or replace the rejected Products, or to
delivery note which shows the order number, the provide a full refund of the price of the rejected
type and quantity of Products (including the code Products (if paid); (iv) to refuse to accept any
number of the Products, where applicable), special subsequent delivery of the Products which the
storage instructions (if any) and, if the relevant Supplier attempts to make; (v) to recover from the
Order is being delivered by instalments, the Supplier any costs incurred by the Customer in
outstanding balance of Products remaining to be obtaining substitute goods from a third party; and
delivered. (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
4.2 The Supplier shall deliver the Products specified in carry out its obligations under the Agreement.
each Order to the Delivery Location on or before its
relevant Delivery Date during the Customer's 4.6 These Conditions shall apply to any repaired or
normal business hours. The Supplier shall not replacement Products supplied by the Supplier.
deliver an Order more than 5 Business Days in The Customer's rights and remedies under these
advance of the Delivery Date without the prior Conditions are in addition to its rights and remedies
written consent of the Customer. The Supplier shall implied by statute and common law.
not deliver Orders by instalments except with the
prior written consent of the Customer.
5. Price and payment

4.3 Delivery of Products is completed on the

completion of unloading of those Products at the 5.1 The Customer shall pay for Products in accordance
Delivery Location and following inspection by the with this clause 5.
Customer or its authorised representative. Title and
risk in the Products shall pass to the Customer on 5.2 The Price is inclusive of: (i) value added tax, sales
completion of delivery. tax or any other local applicable equivalent taxes;
and (ii) the costs of packaging, insurance and
carriage of the Products. The Customer shall pay
4.4 If the Customer rejects any Products they are correctly rendered invoices within 60 days of
returnable at the Supplier's risk and expense. If the receipt of the invoice. Payment shall be made to
Supplier fails to collect rejected Products within a the bank account nominated in writing by the
reasonable period after notification of the rejection, Supplier.
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 5.3 The Customer may at any time set off any liability
proceeds of sale (if any) after deducting the

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 of the Supplier to the Customer against any liability 8. Termination
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 8.1 The Customer may terminate the Agreement for
rate of exchange for the purpose of set-off. Any convenience on giving not less than 10 Business
exercise by the Customer of its rights under this Day's notice to the Supplier.
clause shall not limit or affect any other rights or
remedies available to it under the Agreement or
otherwise. 8.2 Without affecting any other right or remedy
available to it, the Customer may terminate the
Agreement with immediate effect by giving written
6. Indemnity 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
6.1 The Supplier shall keep the Customer indemnified which breach is irremediable or, if such breach is
against all liabilities, costs, expenses, damages remedial, fails to remedy that breach within a
and losses (including but not limited to any direct, period of 30 days after being notified to do so; (c)
indirect or consequential losses, loss of profit, loss repeatedly breaches any of the terms of the
of reputation and all interest, penalties and legal Agreement in such a manner as to reasonably
costs suffered or incurred by the Customer as a justify the opinion that its conduct is inconsistent
result of or in connection with: (i) any claim made with it having the intention or ability to give effect to
against the Customer for actual or alleged the terms of theAgreement; (d)takes any step or
infringement of a third party's intellectual property action in connection with its entering
rights arising out of or in connection with the supply administration, liquidation or any arrangement with
or use of the Products; (ii) any claim made against its creditors or is wound up; or (e) ceases, or
the Customer by a third party arising out of or in threatens to suspend or cease, carrying on all or a
connection with the supply of the Products, to the substantial part of its business; or (b) there is a
extent that such claim arises out of the breach, change of control of the Supplier.
negligent performance or failure or delay in
performance of the Agreement by the Supplier, its 8.3 Without affecting any other right or remedy
employees, agents or subcontractors; and (iii) any available to it, the Supplier may terminate the
claim made against the Customer by a third party Agreement with immediate effect by giving written
for death, personal injury or damage to property notice to the Customer if the Customer: (i) fails to
arising out of or in connection with defects in pay any undisputed amount due under the
Products, to the extent that the defects in the Agreement on the due date for payment and
Products are attributable to the acts or omissions remains in default not less than 120 days after
of the Supplier, its employees, agents or being notified to make such payment; or (ii) takes
subcontractors; and any step or action in connection with its entering
administration, provisional liquidation or any
arrangement with its creditors or is wound up.
7. Insurance

The Supplier shall maintain in force the insurance 9. General

policies, as required by the Applicable Laws and
good industry practice, with reputable insurance
companies. On the Customer's written request, the 9.1 Compliance with relevant laws and policies. In
Supplier shall provide the Customer with copies of performing its obligations under the Agreement, the
the insurance policy certificates and details of the Supplier shall comply with all Applicable Laws.
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 9.2 Force majeure. Neither party shall be in breach of
policies referred to in this clause 7. the Agreement nor liable for delay in performing, or

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 failure to perform, any of its obligations under the and signed by the parties (or their authorised
Agreement if such delay or failure result from representatives).No failure or delay by a party to
events, circumstances or causes beyond its exercise any right or remedy provided under the
reasonable control. The affected party shall notify Agreement or by law shall constitute a waiver of
the other party in writing as soon as reasonably that or any other right or remedy, nor shall it
practicable but no later than 5 days from the start prevent or restrict the further exercise of that or any
of the event, circumstance or cause if its likely or other right or remedy. No single or partial exercise
potential duration, the effect on its ability to perform of such right or remedy shall prevent or restrict the
the Agreement and shall use all reasonable further exercise of that or any other right or
endeavors to mitigate the effect of the event, remedy.
circumstance or cause on the performance of its
obligations.
9.7 Severance. If any provision or part-provision of the
Agreement is or becomes invalid, illegal or
9.3 Assignment.The Supplier shall not assign, unenforceable, it shall be deemed modified to the
transfer, mortgage, charge, subcontract, declare a minimum extent necessary to make it valid, legal
trust over or deal in any other manner with any of and enforceable. If such modification is not
its rights and obligations under the Agreement. The possible, the relevant provision or part-provision
Customer may at any time assign, mortgage, shall be deemed deleted. Any modification to or
charge, declare a trust over or deal in any other deletion of a provision or part-provision under this
manner with any or all of its rights under the clause shall not affect the validity and enforceability
Agreement. of the rest of the Agreement.

9.4 Confidentiality.Each party undertakes that it shall 9.8 Notices.A notice given to a party under or in
not at any time disclose to any person any connection with the Agreement shall be in writing
confidential information concerning the business, and delivered by hand or by pre-paid post to the
affairs, customer, clients or suppliers or the other party at the address stated in the Contract Details
party or of any member of the group of companies given in this agreement or as otherwise notified in
to which the other party belongs, exceptthat each writing to the other party.Any notice shall be
party may disclose the other party's confidential deemed to have been received: (i) if delivered by
information: (i) to its employees who need to know hand, on signature of a delivery receipt; or (ii) if
such information for the purposes carrying out its sent by pre-paid post at the time recorded by the
rights or obligations under the Agreement. Each delivery service.This clause does not apply to the
party shall ensure that its employees to whom it service of any proceedings or any documents in
discloses the other party's confidential information any legal action or, where applicable, any
comply with this clause 9.4; and (ii) as may be arbitration or other method of dispute resolution
required by law, a court of competent jurisdiction or
any governmental or regulatory authority.
9.9 Third party rights.The Agreement does not give
rise to any rights to any third party who is not a
9.5 Entire agreement. This Agreement constitutes the party to the Agreement.
entire agreement between the parties and
supersedes and extinguishes all previous
agreements, promises, assurances, warranties, 9.10 Counterparts. The agreement may be executed in
representations and understandings between any number of counterparts, each of which when
them, whether written or oral, relating to its subject executed and delivered shall constitute a duplicate
matter. original, but all the counterparts shall together
constitute the one agreement.

9.6 Variation and Waiver. No variation of the

Agreementshall be effective unless it is in writing 9.11 Governing law. The Agreement and any dispute

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 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.