Commercial Terms of Service

1. Commercial Scope & Applicability

These Commercial Terms of Service ("Terms") govern all commercial engagements, requests for quotation (RFQs), proforma invoices, sourcing agreements, cross-border freight forwarding, and procurement contracts entered into with KPS Express (Pty) Ltd("KPS Express", "we", "our", or "the Company").

Our operations cater primarily to corporate, industrial, commercial, mining, electrical, and construction buyers across South Africa, Zambia, the DRC, Senegal, Côte d'Ivoire, Seychelles, and Mauritius. By accessing our digital platform, creating a corporate buyer account, submitting an RFQ, or approving an official quotation, the client organization ("Buyer") agrees to be bound by these Terms to the exclusion of any terms stipulated by the Buyer, unless expressly agreed to in writing by an authorized director of KPS Express.

2. Catalog Model & Price on Enquiry (RFQ)

To maintain absolute pricing integrity in the face of commodity volatility, raw material index adjustments, and foreign exchange movements across the Southern African Development Community (SADC), the KPS Express digital catalog operates on an Enquiry-Only / RFQ Model.

• Invitations to Treat: Product listings, specifications, images, and catalog classifications published on the website do not constitute binding commercial offers, but rather invitations to submit an RFQ.
• Quotation Issuance: Formal, legally binding quotations are generated following technical assessment by KPS Express operations specialists and made accessible through the Buyer Procurement Portal (/buyer/quotes) or official corporate correspondence.
• Quotation Validity: Unless specifically stated otherwise on the face of the quotation, all formal quotations are strictly valid for 14 (fourteen) calendar days from the date of issuance, after which they are subject to currency, shipping rate, and supplier cost re-evaluation.

3. Contract Formation & Purchase Orders

A legally binding procurement and logistics contract is concluded exclusively upon the occurrence of:

1. Receipt by KPS Express of an unconditional, authorized written Purchase Order (PO) referencing the specific KPS Quote Number; or
2. Digital signature/approval of the quotation via the authenticated Buyer Procurement Portal; and
3. Receipt of the requisite commercial mobilization deposit or credit verification confirmed in writing by KPS Express.

Any amendments, technical variations, or delivery schedule adjustments requested following contract formation require written approval and may result in adjusted pricing and delivery dates.

4. International Commercial Terms (Incoterms® 2020)

Unless otherwise expressly stipulated in the quotation, all cross-border freight, delivery, and insurance obligations are defined according to the Incoterms® 2020 rules published by the International Chamber of Commerce (ICC):

5. Customs, Tariffs, Clearance & Demurrage

For all consignments traversing regional borders between South Africa, Zambia, the DRC, Senegal, Côte d'Ivoire, Seychelles, and Mauritius:

• Statutory Compliance: Consignments are declared in rigorous compliance with the South African Revenue Service (SARS), Zambia Revenue Authority (ZRA), and Direction Générale des Douanes et Accises (DGDA) regulations.
• Documentation Responsibilities: The Buyer is responsible for furnishing valid regional import licenses, corporate tax clearances, mining convention exemption certificates, and clearing agent authorisations prior to truck dispatch.
• Demurrage & Storage Charges: Where cargo is delayed at border crossings (including Beitbridge, Chirundu, or Kasumbalesa) or bonded customs terminals due to missing Buyer documentation, delayed duty payments, or Buyer-directed re-routing, all carrier truck standing charges, bond extension fees, and demurrage penalties shall be charged strictly for the Buyer's account.

6. Inspection, Quality Assurance & Claims Notification

All industrial supplies are sourced from certified manufacturers and conform to SABS, ISO, DIN, or relevant manufacturing industry specifications.

7. Payment Terms & Reservation of Title

Payment must be remitted in the designated contract currency (ZAR, USD, or agreed regional equivalent) to our verified corporate banking accounts via electronic funds transfer (EFT) or SWIFT telegraphic transfer.

Retention of Title: Notwithstanding physical delivery, ownership and title to all goods shall remain with KPS Express until all invoiced sums, freight charges, and applicable statutory taxes have been received in cleared funds. KPS Express reserves the right to repossess goods in the event of default on agreed milestone terms.

8. Force Majeure & Transit Corridor Delays

Neither party shall be held liable for failure or delay in performing procurement or delivery obligations if such failure is attributable to a Force Majeure event beyond reasonable operational control.

Force Majeure events include, but are not limited to: severe meteorological events, bridge or road infrastructure collapses along SADC transit corridors, civil commotion, strikes, border closures or customs clearance EDI server outages, national power grid failures, armed conflicts, and governmental trade embargoes. In such events, delivery schedules shall be extended for a period equal to the duration of the disruption.

9. Limitation of Liability

To the maximum extent permitted by applicable law, KPS Express shall not be liable to the Buyer or any third party for indirect, incidental, special, punitive, or consequential damages, including loss of production, mining stoppage, loss of profits, loss of contracts, or downtime costs. The aggregate liability of KPS Express arising from any contract shall not exceed the net invoiced purchase price paid by the Buyer for the specific goods giving rise to the claim.

10. Governing Law & Arbitration

These Terms, and all commercial contracts arising hereunder, shall be governed by, construed, and enforced in accordance with the laws of the Republic of South Africa.

Any dispute, controversy, or claim arising out of or in connection with these Terms, including any question regarding its existence, validity, or termination, shall be resolved through good-faith executive consultation. If not resolved within 21 days, the dispute shall be finally determined by expedited commercial arbitration administered by the Arbitration Foundation of Southern Africa (AFSA) in Johannesburg in accordance with the AFSA Commercial Rules. The arbitration shall be conducted in the English language.

11. Commercial Desk & Legal Notices

All official notices, purchase orders, and commercial correspondence must be directed to: