STANDARD TERMS AND CONDITIONS OF SALE

Molas Solutions Limited (Trading as Molas Lubes)

Address: Coca Cola Road, Mikocheni Industrial Area, Dar es Salaam, Tanzania

Customer Support: +255 742 445 566

Effective date: 01.10.2015

These Standard Terms and Conditions of Sale (“Terms”) govern all quotations, sales, supplies and deliveries of goods by Molas Solutions Limited trading as Molas Lubes (“Seller”, “we”, “us”) to any customer (“Buyer”, “you”). By placing an order, accepting delivery, or purchasing Goods, you agree to these Terms.

1) Application of these Terms

1.1 These Terms apply to all transactions for the sale and supply of goods by the Seller to the Buyer in Tanzania.

1.2 These Terms prevail over any terms and conditions of the Buyer (including those on a purchase order), unless the Seller expressly agrees otherwise in writing signed by an authorised officer of the Seller.

1.3 No variation or amendment to these Terms is effective unless made in writing by the Seller.

2) Definitions

2.1 “Goods” means all products supplied by the Seller including, without limitation, lubricants, additives, car care products and related items.

2.2 “Business Day” means a day other than a Saturday, Sunday or public holiday in Tanzania.

3) Quotations and Orders

3.1 Any quotation is an invitation to treat and may be withdrawn or revised at any time before acceptance.

3.2 Unless otherwise stated by the Seller in writing, quotations are valid for seven (7) days from the date of issue.

3.3 Orders may be placed via email, phone, WhatsApp, in person, or by purchase order. An order becomes binding only when accepted by the Seller, including by issuing an invoice, delivery note/waybill, or written confirmation.

3.4 The Seller may refuse, limit, or cancel an order where stock is unavailable, where there is a credit risk, where the Buyer has overdue amounts, or where the Seller reasonably considers the transaction impractical or non-compliant with applicable requirements.

4) Prices, Currency and VAT

4.1 All prices are in Tanzanian Shillings (TZS) and are VAT inclusive, unless the Seller expressly states otherwise in writing.

4.2 Prices apply only to the specific Goods, quantities, and delivery terms confirmed by the Seller for the relevant order.

4.3 The Seller may revise prices for orders not yet accepted and/or Goods not yet delivered where supplier prices, import costs, freight, exchange rates, taxes, duties, or other input costs materially change.

4.4 Any bank charges, transfer fees, mobile money charges, or similar transaction costs are borne by the Buyer unless the Seller agrees otherwise in writing.

5) Payment Terms

5.1 Cash payment is the default. Payment is due in full before delivery unless the Seller has granted the Buyer credit terms under a separate written agreement.

5.2 Where credit terms are granted, the Buyer shall pay strictly in accordance with the agreed credit terms.

5.3 The Seller may suspend deliveries, cancel pending orders, or require cash-in-advance if the Buyer fails to pay on time, exceeds any agreed credit limit, or if the Seller reasonably believes the Buyer’s ability to pay has deteriorated.

5.4 Late payment interest shall accrue at two point five percent (2.5%) per month (or the maximum lawful rate if lower), calculated daily from the due date until payment is received in full.

5.5 The Buyer shall reimburse the Seller for all reasonable costs of collection and enforcement incurred due to late or non-payment, including legal fees and disbursements.

6) Delivery, Collection, and Risk

6.1 Delivery dates and lead times are estimates unless the Seller expressly confirms a guaranteed delivery date in writing. The Seller is not liable for delays outside its reasonable control.

6.2 Delivery may be made in instalments. Each instalment is treated as a separate supply and payment is due as invoiced.

6.3 Delivery shall be either (i) collection by the Buyer from the Seller’s premises, or (ii) delivery by the Seller or its appointed carrier to the address specified by the Buyer.

6.4 Risk of loss of, or damage to, the Goods passes to the Buyer upon delivery at the Buyer’s nominated delivery address and evidenced by signature on a delivery note/waybill or other proof of delivery. For collections, risk passes when the Goods are handed over to the Buyer (or the Buyer’s representative) and acknowledged.

6.5 If the Buyer fails to accept delivery when tendered, the Seller may charge storage, handling, and re-delivery costs, and risk shall remain with the Buyer from the time delivery was first tendered.

7) Inspection, Shortages, and Claims

7.1 The Buyer must inspect the Goods promptly after delivery and notify the Seller in writing of any alleged shortage, damage, or non-conformity within seven (7) days of delivery.

7.2 Claims must include the invoice number, delivery note/waybill number, product details, batch/lot number where applicable, and supporting evidence such as photographs.

7.3 If the Buyer fails to notify the Seller within the seven (7) day period, the Goods shall be deemed accepted and no claim shall be entertained, except where prohibited by law.

7.4 The Seller may require the Buyer to retain the Goods in their delivered condition for inspection and/or to return the Goods or samples for verification. The Seller’s assessment following inspection shall determine whether a remedy is available under these Terms.

8) Returns Policy

8.1 Returns are accepted only if all of the following conditions are met:

(a) the Goods are sealed, unused, unopened, and in their original packaging;

(b) the Buyer requests the return within three (3) days of delivery; and

8.2 Returns that are unapproved, opened, unsealed, used, damaged, contaminated, re-packaged, decanted, or not in original condition may be refused.

8.3 The Buyer bears the cost and risk of returning Goods unless the return is due to an error by the Seller or a verified defect attributable to the Goods supplied.

8.4 If a return is accepted, the Seller may issue a replacement, credit note, or refund at the Seller’s discretion after inspection.

9) Product Use, Storage and Handling

9.1 The Buyer shall store, transport, and handle the Goods in accordance with good industry practice and any instructions on the packaging/label and relevant technical guidance.

9.2 The Seller is not liable for any loss, damage, or performance issue arising from improper storage, contamination, mixing with other products, incorrect application, use in unsuitable equipment, use contrary to manufacturer guidance, or use outside intended purpose.

10) Warranty

10.1 Unless expressly stated in writing, the Seller does not provide any additional warranty beyond any warranty that may be provided by the original manufacturer (if any).

10.2 To the maximum extent permitted by law, all implied warranties and conditions (including merchantability and fitness for a particular purpose) are excluded.

10.3 Where a defect is verified and a remedy is available under these Terms or applicable law, the Seller’s obligation is limited, at the Seller’s option, to replacement of the defective Goods or a credit/refund of the purchase price paid for the defective Goods only.

11) Limitation of Liability

11.1 To the maximum extent permitted by law, the Seller shall not be liable for indirect, special, incidental, consequential, or economic losses, including loss of profit, loss of revenue, loss of business, downtime, or reputational loss.

11.2 The Seller’s total aggregate liability arising out of or in connection with any order, supply, or these Terms shall not exceed the invoice value of the Goods that gave rise to the claim.

11.3 Nothing in these Terms limits liability that cannot be excluded under applicable law.

12) Retention of Title

12.1 Title and ownership in the Goods remain with the Seller until the Seller receives full payment of all amounts owed by the Buyer in respect of the Goods and any other outstanding amounts due to the Seller.

12.2 Until title passes, the Buyer shall keep the Goods identifiable, properly stored, and (where reasonably possible) separate from other goods.

12.3 If the Buyer fails to pay when due, the Seller may, to the extent permitted by law, recover the Goods for which title has not passed, and the Buyer shall provide reasonable access for such recovery.

13) Suspension and Cancellation

13.1 The Seller may suspend or cancel any order, and/or suspend further supplies, if the Buyer breaches these Terms (including failure to pay on time), becomes insolvent, enters into arrangements with creditors, or if the Seller reasonably believes the Buyer may be unable to meet its payment obligations.

13.2 Any cancellation by the Buyer after acceptance requires the Seller’s written consent. The Buyer shall be responsible for any reasonable costs incurred by the Seller as a result of such cancellation.

14) Force Majeure

14.1 The Seller is not liable for any failure or delay in performance caused by events beyond its reasonable control, including but not limited to port delays, transport disruption, supply shortages, strikes, acts of government, changes in law, power outages, fire, flood, severe weather, or other events of force majeure.

14.2 If a force majeure event continues for an extended period, the Seller may cancel affected orders without liability.

15) Compliance and Resale Conduct

15.1 The Buyer shall not remove, alter, or tamper with product labels, seals, batch codes, or packaging, and shall not repackage, decant, dilute, or misrepresent the Goods.

15.2 The Buyer shall comply with all applicable Tanzanian laws and regulations relating to purchase, resale, storage, marketing, taxation, and consumer protection.

16) Notices

16.1 Notices and communications relating to orders and these Terms may be given by email to the addresses used for the transaction (including the Seller’s email address above) and shall be deemed received on the next Business Day after sending, provided no delivery failure notice is received.

17) Governing Law and Disputes

17.1 These Terms, and all transactions governed by them, are governed by the laws of the United Republic of Tanzania.

17.2 The parties submit to the exclusive jurisdiction of the courts of Tanzania. Unless otherwise required by law, proceedings shall be brought in Dar es Salaam.

18) General

18.1 If any provision of these Terms is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

18.2 No waiver by the Seller is effective unless in writing. A waiver of one breach does not constitute a waiver of any other breach.

18.3 The Seller may update these Terms from time to time. Updated Terms apply to orders placed after the date the updated Terms are issued by the Seller.