A HIRE PURCHASE AGREEMENT made on the date stated in schedule 1 of this Agreement BETWEEN NCBA of P. O. Box 44599-00100 (hereinafter called the “Owner” which expression shall where the context so admits include the Owner’s successors and assigns) on the one part and the “Hirer” named in the schedule hereto which expression shall where the context so admits include the Hirer’s successors, assigns and/ or personal representatives) on the other part.
1. HIRING
TERMS AND CONDITIONS
The Owner is letting and the Hirer is taking on Hire Purchase the Good(s) described in the delivery receipt by Hirer contained in Schedule 1 (including each item so described and all renewals and replacements of the Goods and additions to them) on the terms and conditions set out in this Agreement including the Schedules to this Agreement and the Owner’s General Terms and Conditions (GTC) applicable to the Owner’s Product and Services (altogether the “Terms and Conditions”).
2. HIRER’S OBLIGATIONS The Hirer shall:
(a) Make payment
i. Pay the Deposit, the account service fee and the additional security specified in Schedule 1 on or before signing of this Agreement
ii. Pay the instalments specified in Schedule 1 punctually and without previous demand deduction counterclaim or set-off to the Owner. The Hirer acknowledges that punctual payment of the instalments shall be of essence to this Agreement and that the Hirer shall be deemed to have repudiated this Agreement if any instalment or part thereof shall remain unpaid for more that fourteen (14) days after becoming due;
iii. Pay all sums due to the Owner under this Agreement to the Owner at its address shown above or to its order. Payment made by post or through bank shall be at the risk of the Hirer; and
iv. All payment due to be made by the Hirer hereunder whether of principal sum, interest or otherwise shall be made free and clear of and without deduction for or on account of any present or future taxes. If at any time, whether now or in the future, any applicable law, regulation or regulatory requirement or any competent taxing authority requires the Hirer to make any deduction or withholding in respect to taxes from any payment due under this Agreement for the account of the Owner, the sum due from the Hirer in respect of such payment shall be increased to the extent necessary to ensure that after the making of such deduction or withholding, the Owner receives a net sum equal to the sum which the Owner should have received had no such deduction or withholding been required to be made and the Hirer shall indemnify the Owner against any losses or costs incurred by the Owner by reason of any failure of the Hirer to make any such deduction or withholding.
(b) Use of Goods
Use the goods properly and ensure that they will be safe and without risk to health, shall not use or permit the goods to be used to any reliability trial, speed testing, rallying, racing or record attempting or any competition whatsoever, shall not remove or alter or permit removal or alteration of identification or registration numbers or ranks on the Goods, shall not, allow the Goods to become, in the Owner’s opinion, in jeopardy and shall not conceal or abandon the Goods.
(c) Modification of Goods
Not modify or alter the goods, but, if they shall become liable under any statutory enactment to be modified or altered, the Hirer shall immediately Inform the owner by notice in writing and effect such modification or alteration at his own expense.
(d) Damage, Loss and Repair
Be responsible for loss or damage to or caused by the Goods and replace the Goods if so required by the Owner
(e) Notice of Loss
Immediately give notice in writing to the Owner of the happening of any material loss or damage to the Goods;
(f) Repair and maintenance
Keep the Goods properly repaired and maintained but shall not pledge the Owner’s credit or permit any lien to be created on them’
(g) Inspection
Allow the Owner, its representatives or agents access at all reasonable times to inspect the Goods and, if necessary, repossess them on the termination of the hiring under this Agreement.
(h) Plating
If so required, allow the Owner to indicate its ownership on the Goods
(i) Location of Goods
Keep the Goods in the Hirer’s sole possession (if fixed or static at the location [if any] specified in The Schedule) and shall not sell, assign, mortgage, charge or sublet the Goods nor any interest in them or the benefit of this Agreement, nor, without the Owner’s prior written consent, remove or permit the removal of the Goods from Kenya, and shall advice the Owner of any change of location of the Good.
(j) Insurance
i. The Hirer has the right to select an underwriter or broker licensed by the Insurance Regulatory Authority to provide insurance cover for the Goods offered by the Owner, and also has the option to voluntarily waive the exercise of the right to select an insurance underwriter or broker_
ii. The Hirer(s) hereby agrees to select an insurance underwriter from the Owner’s insurance Agent’s approved panel of licensed insurance underwriters for the Goods, By doing so, the Hirer waivers the right to select an insurance underwriter or broker except for those on the Owner’s panel_ The Hirer’s Goods shall
hereby be comprehensively insured with the applicable insurance cover(s) by the selected insurance underwriter from the Owner’s panel with the exception of the Owner’s Products and Services where the insurance cover is embedded.
i. The Hirer agrees that the Owner shall debit the applicant(s) account with the applicable insurance premiums to facilitate insurance cover(s) for the Goods including but not limited to instances where the Hirer has failed to keep the Goods sufficiently Insured and/ or where the insurance cover(s) or policy(ies) has lapsed and further agrees to fully repay such amount(s) to the Owner including any accrued interest thereon.”
ii. Keep the Goods insured at the Hirer’s expense during the continuance of the hiring for their full replacement value and for uses for which the Goods are being put with full comprehensive or all-risks covers with insurers to be approved by the Owner and under a policy or policies noting the Ownership of the Goods by the Owner and stating that no payment is to be made to the Hirer under the Policy until the Owner’s interest has been discharged. The Hirer hereby irrevocably appoints the Owner to be his sole agent for receipt of any insurance money and for any negotiation or compromise with the insurers as to the amount payable and on its own discretion institute proceedings whether to the Hirer’s names or otherwise against the insurers in relation to any claim against them and to give an effective receipt and discharge to the insurer’s;
iii. Punctually pay all payable under the said policy or policies and produce the receipts for such payments to the Owner on demand and do everything necessary to maintain the said policy or policies in full effect and not to do anything whereby the said policy or polices will or may be vitiated;
“The hirer agrees that on any default under the aforementioned clauses, the Owner may without prejudice to any of its rights under the agreement, extend the insurance with such Insurance Company as it may deem fit, and/or may pay the premiums and expenses of such insurance cover, and the Hirer shall on demand reimburse the owner for any sums by way of premiums expense or otherwise paid or Incurred by the owner. Until such repayment , the said sums shall be a charge upon the hirer accounts with the Owner from the date of the charge by the Owner,”
c. Indemnity
i. As an obligation surviving termination of the hiring of Goods and/or this Agreement, indemnify the Owner in respect of any claims made against the Owner and all damages, costs and expenses (including all legal costs on Advocate and Client basis) suffered or incurred by the Owner as a result.
d. of any Third Party claim arising out of the state, condition or use of the Goods or in any way arising out of the Goods being let under this Agreement;
e. All costs and charges incurred above shall be as provided for in the owner’s important information Document, the Auctioneers Act Chapter 526, the Advocates Act Chapter 16 of the laws of Kenya and any other law that shall be subsisting at that time the cost and charges are incurred by the Owner’s appointed agents.
f. Pay taxes
Keep the Goods free of all liens and distrains and pay all taxes, outgoings, fines and impositions in respect of the Goods and their letting under this Agreement and the location, excepting only any taxes on or assessed by reference to the Owner’s profits.
g. Bank charges
Pay the Owner all bank charges incurred by the Owner in respect of banking transactions arising out of or connected with this Agreement. The Owner shall after the signing of this Agreement concurrently open, (i) a current account in the Hirer’s name to facilitate all payments and (ii) a loan agreement account. The Hirer shall ensure that the said current account is sufficiently funded when the loan account is due for payment, failure to which the accounts shall accrue charges and late payment interest rates that will be applicable from time to time. The Hirer shall also settle any cost or charges that maybe incurred as mentioned in clause (p) below.
h. Pay all legal and other expenses
Pay the Owner all expenses (including legal costs on Advocate and Client basis) incurred by or on behalf of the owner in ascertaining the whereabouts of, taking possession of, preserving, insuring or storing the Goods and of any legal proceedings taken by or on behalf of the Owner to enforce the provisions of this Agreement. The mentioned costs in this clause shall be guided by the provisions of clause k (i) above
i. Debt Service Reserve Amount
The Hirer shall maintain at all times and until this facility is fully settled, a Debt Service Reserve Amount as specified in The Schedule. This amount shall be held in a non interest earning account specifically opened for this purpose with the balance on the account repayable to the Hirer at the end of the contract
3. Further stipulations
It is now mutually agreed that:
a. Non-payment of insurance premiums and taxes
If the Hirer shall fail to pay any premiums required to be paid in respect of clause 2 (j) above or to pay any other sums required to be paid under any provisions of clause
2 above, the Owner may pay such premiums or sums and the Hirer shall reimburse the Owner all its costs and expenses forthwith on demand;
b. Payment of Insurance Premiums by the owner
In the event that the Hirer requests the Owner to finance the payment of any insurance premiums required to be paid by the Hirer in respect of clause 2 (j) above, the Owner
will finance payment of the same provided an Insurance Premium Financing Agreement has been completed and executed by both the Hirer and the Owner which said insurance Premium Financing Agreement shall be deemed to be incorporated in and form part of this Agreement.
c. Conditions, warranties and exclusions It is hereby mutually agreed that:
i. Upon the request of the Hirer the Owner will at the cost and expense of the Hirer assign to the Hirer the benefit of all express warranties granted in favour of the Owner by the supplier of the Goods or the manufacturer of them or any third party:
ii. The Hirer declares that it/he has selected the Goods and has examined them and that they are in every respect satisfactory;
iii. The Owner does not let the Goods with any representation concerning the condition, performance or qualities of the Goods or with or subject to any condition or warranty express or implied other than a warranty of its unencumbered title thereto so that, without prejudice to the generality of the foregoing, there is excluded:-
• Any condition of fitness of the Goods for any particular purpose;
• In cases where the Goods are let by reference to a description, any condition that the goods will correspond with that description; or
• Where the Goods are let by reference to a sample, any condition that the bulk will correspond with the sample in quality, that the Hirer will have a reasonable opportunity of comparing the bulk with the sample, and that the good wills be free from any defect, rendering them unmerchantable, which would not be apparent on reasonable examination; and
• Any condition of merchantable quality in respect of the Goods.
iv. The Owner shall not be liable to the Hirer
• In contract or in tort for loss, injury or damage arising by reason of any defects in the Goods whether such defects be latent or apparent on examination;
• For any statement condition warranty or representation made by any supplier dealer agent broker or other person through whom this transaction may have been introduced negotiated or conducted and persons other than those in the employ of the Owner have no authority express or implied to act as agent for the Owner;
• Either for any loss whatsoever suffered by the Hirer as a result of the Goods or any part of them being unusable or to supply any replacement Goods during any period when the Goods or part of them are unusable
• For any loss or damage incurred or sustained by the Hirer in consequence of the Owner terminating the hiring or in retaking possession of the Goods;
v. For any deterioration, wear and tear or wastage of the Goods from the date of repossession of the same by the Owner until the date of sale or disposal.
d. Interest
i. The Hire Purchase charges specified in The Schedule above have been calculated by charging interest at the specified rate shown in Schedule 1 (called “the specified rate”) upon the cash price of the Goods specified in Schedule 1 on a true rate basis (called “the method of calculation”);
ii. The Owner may at any time in its absolute discretion vary the specified rate and/or the method of calculation within the limits permitted by Law. However, the Owner shall beforehand notify the Hirer through two leading newspapers the revised rate. A written notification shall also be sent by registered or recorded delivery post to the Hirer’s last known address as stated by the hirer in this Agreement;
iii. In the event that the specified rate and/or method of calculation is varied pursuant to sub-clause 3.d.(ii) above then the Hire purchase charges shall forthwith be recalculated in accordance with such variation and the installments revised pursuant thereto. The Hirer shall thenceforth pay the revised installments for the remainder of the hire period;
e. The Owner shall notify the Hirer in advance of any variation(s) pursuant to sub-clause 3.d. (ii) but the failure by the Hirer to read the notification in the two leading newspapers or failure for the hirer to receive the written notification for any reason whatsoever shall not prejudice or affect the right of the Owner to recover the revised installments payable subject to such variation;
i. Save as otherwise expressly provided in this Agreement, the notification in sub-clause 3(d) (ii) above sent by registered or recorded delivery post shall be deemed made 48 hours after posting by registered post provided that proof is given that the notice, demand or document was properly addressed adequately stamped and put into the post by registered post.
f. Late Payment
i. The Hirer shall pay interest to the owner at the Late Payment Rate specified in Schedule 1. The Late Payment Rate shall be in addition to the specified rate in Schedule 1 and shall be on all overdue payments of installments. The interest shall accrue on a daily basis after as well as before judgment from due date until payments in full;
ii. The Owner may at any time in its absolute discretion vary the Late Payment Rate of interest specified in Schedule 1 calculation however, the Owner shall beforehand notify the Hirer through two leading dailies the revised Late Payment Rate and a written notification shall also be sent to the Hirer’s last known address as stipulated by the Hirer in this Agreement;
g. Application of Insurance Monies
i. All insurance monies payable under the policy or policies of insurance referred to as in clause 2 (j) hereinabove shall be paid to the Owner and be applied as follows at the Owner’s option:-
i. in making good the damage, or in replacing the Goods by other similar Goods to which the terms of this Agreement shall apply; or
ii. in paying to the Owner the unpaid balance of the Hire Purchase price specified in Schedule 1 and all other sums payable by the Hirer under this Agreement and in paying any surplus to the Hirer;
ii. If after payment of the said insurance monies to the Owner under the said policy or policies any part of the balance of the Hire Purchase price or other sums payable under this Agreement remain unpaid, the same shall forthwith become payable by the Hirer and upon payment of the same by the Hirer, this Agreement shall come to an end and subject to the rights of the insurers therein title to the Goods shall vest in the Hirer.
h. Continuing liability
The continuance of this Agreement or the Hirer’s liability for payment of the installments and all other sums under it shall not be affected in any way by the loss, theft or total loss of the Goods or any damage to or defect in the Goods whether latent or patent.
4. Title to the Goods
a. The Hirer may become the Owner of the Goods at any time during the period of hire by paying to the Owner the amount by which at such time the amount already paid by the Hirer by way of installments falls short of the aggregate of:-
i. the balance of the Hire Purchase price specified in the Schedule;
ii. any other money due to the owner pursuant to this Agreement,
iii. The option payment
5. Termination by the Hirer
a. Subject to clause 5(b) below, the Hirer may terminate the hiring of the Goods, by giving seven (7) days notice in writing to the Owner and by delivering up the Goods to the Owner at such place as may be specified and approved by the Owner and in a condition consistent with the performance of the Hirer’s obligations under this Agreement;
If when the Hirer wishes to terminate the hiring of the Goods and any other Agreement or Hire Purchase Agreement made between the Owner and the Hirer (or any Associated Company of the Hirer) before or after or on the date of this Agreement (and any Agreement under or in respect of which any sum is owing by the Hirer shall be deemed to be subsisting), the Hirer, unless the Owner otherwise agrees, shall not be entitled to terminate this Agreement without at the same time terminating or procuring the termination of all such other Hire Purchase Agreements
6. Automatic termination
The hiring of the Goods and the consent of the Owner to the Hirer continuing in possession of the Goods shall automatically and without notice terminate on the happening of any of the following events in consequence of which the Owner shall have the right to immediately retake possession of the Goods:
a. If the landlord of any premises where the Goods may be by himself or his agent shall take or threaten to take any steps to distrain upon the Goods;
The commission by the Hirer (being an individual) of any bankruptcy;
b. The levy against the Hirer of any distress (other than distress by a landlord within clause 6 (a)above) or execution;
c. The Hirer entering into or attempting to enter into a composition with its creditors or (in the case of a limited liability company) going into liquidation except a voluntary liquidation for the purpose of amalgamation or reconstruction on terms previously approved in writing by the Owner;
d. A receiver or an administrator being appointed in respect of the Hirer’s assets or any part thereof or a meeting, whether formal or informal, being called of the Hirer’s creditors or any of them;
e. Upon the death of the Hirer (being an individual).
7. Termination by the Owner
a. The Owner may, on the happening of any of the events specified in clause 7(b) below, without notice to the Hirer terminate the hiring of the Goods in consequence of which the Hirer shall no longer be in possession of the Goods with the consent of the Owner and the Owner shall have the right to immediately retake possession of the Goods;
b. The following are the events referred to in clause 7(a) above:-
i. Any installment or other sum payable hereunder by the Hirer remaining unpaid after the expiry of Fourteen (14) days of becoming due;
ii. A breach by the Hirer of any of the provisions of this Agreement other than those relating to the payment of money:
iii. The Goods, being in the sole opinion of the Owner, concealed, missing or in jeopardy including the hirer’s failure to renew insurance for the goods or failing to advice the Owner of the renewed insurance on expiry;
iii. The Goods being abandoned by the Hirer;
iv. The Hirer has failed to inform the Owner of the location of the goods or the goods have been removed from the formal border of Kenya with the Owner’s solely establishing that the Hirer is concealing or preventing the Owner from repossessing the Goods.
8. Liability of Hirer or termination
If the hiring of the Goods is terminated pursuant to clauses 5, 6 or 7 above, the Hirer shall become liable to pay to the Owner (in addition to all other sums [if any] in respect of
which the Hirer shall be indebted to the Owner):-
a. Any overdue installments with interest thereon as herein provided;
b. Any other sum due under this Agreement with interest thereon as herein provided;
c. Any expenses and costs incurred by the Owner in tracing, storing, insuring and/or recovering possession of the Goods;
The cost of all repairs required to be done to the Goods to put them in a condition consistent with the performance liberty to create any security right mortgage or charge or other encumbrance whatsoever upon the Goods to rank either in priority to or pad passu with the security right created under clause 10 (a) above or (without the prior written consent of the Owner) subsequent to the security right hereby created it being the intention that the Hirer shall have no power without the consent of the Owner to part with, dispose of or alienate any part of the Goods.
c. The period of effectiveness in respect of the charge and any other security right created under clause 10 (a) shall be for a period of 120 months commencing the
of the Hirer’s obligations under this Agreement; day of 20
e. As agreed compensation for the Owner’s loss the Balance of the Hire Purchase Price of the Goods specified in Schedule 1 less the aggregate of:-
i. The installments previously paid under the Agreement;
ii. The overdue installments due under the Agreement up to the date of termination; and
iii. The proceeds of sale of the Goods if repossessed and sold and, if not sold, their value as certified by a person (acting as an expert) nominated by the Owner and who habitually deals in Goods of a similar nature of the Goods;
f. Interest of the late payment rate on the amount of the agreed compensation payable under Clause 8. (e) above from the date of termination until the date of payment;
g. Damages (if any) for any breach of this Agreement.
9. Goods to remain personal property
As between the Owner and the Hirer the Goods now let shall remain personal or moveable property and shall continue in the ownership of the Owner notwithstanding that they may have been affixed to any land or building. The Hirer shall be responsible for any damage caused to any land or building by the affixing to or removal of the Goods from it (whether the Owner or the Hirer affixes or removes them) and, as an obligation surviving termination of this Agreement, shall indemnify the Owner against any claim made in respect of such damage. The Owner may inform the owner of the premises where the Goods are from time to time located of its ownership of the Goods.
10. Security Right
a. Notwithstanding clause 9 above, the provisions of this Agreement shall where applicable operate to confer on the Owner a charge or other security right thereon or otherwise so as to constitute a charge under the Movable Property Security Rights Act, 2017 (the “MPSR Act”) as a continuing security for the payment and discharge in full of all money, obligations and liabilities covenanted to be paid or discharged or otherwise secured by this Agreement. The Owner and its agents are hereby authorised to register such charge or other security right in accordance with the provisions of the MPSR Act.
The charge and or other security right created under clause 10 (a) above shall rank in priority over all other claims over the Goods so that the Hirer shall not be at (the “Effective Period”) provided that the Effective Period may be extended for a term not exceeding the statutory period of ten (10) years where the circumstances so require. Where a secured loan is due for repayment after ten years from registration, the Notice securing the security right shall be renewed on the 10th year.
11. Assignments of the Owner’s rights
The Owner shall be entitled to assign the benefit of the Agreement or any rights or rights of the Owner hereunder including the licence conferred on the Owner to enter upon premises and inspect and/or repossess the Goods and any assignment of the benefit of this Agreement by the Owner shall be deemed to include an assignment of the Owner’s rights to enter premises and to repossess the Goods.
12. Right of set-off
Where the Hirer has incurred any liability to the Owner whether under this Agreement or any other agreement or otherwise and whether such liability is liquidated the Owner may set off the amount of such liability against any sum that would otherwise be due to the Hirer under this Agreement or any other account related to the Hirer.
13. Collateral security
In addition to any other security which the Owner may hold from time to time, the Owner is entitled to hold by way of security for the outstanding balance of the Hire Purchase price specified in Schedule 1 and all other sums due under this Agreement all monies deposited by the Hirer in accounts with the Owner whether now or in future including any amount specifically deposited by the Hirer in cash security account and in the event of the Hirer making default in payment of any sum under this Agreement the Owner may at any time and without notice to the Hirer combine and consolidate all or any of the Hirer’s account and/or set off all monies held against the amount of the Hirer’s indebtedness under this Agreement. Nothing done by the Owner pursuant to this clause shall suspend or prejudice the remedies of the Owner under this Agreement.
14. Notices
Any notice or demand served under this Agreement shall be sufficiently served if sent by prepaid post or telex or facsimile transmission or electronic mail or through social media or other forms of communication or by delivering the same by hand to the last known address of the addressee and any such notice or demand so served shall be deemed to have been served:
a. if delivered by hand at the time of delivery;
b. if sent through the post 48 hours after the time of dispatch and in proving service it shall be sufficient to prove In the case of a letter that such letter was properly delivered or stamped addressed and placed in the post (as the case may be) and
c. if sent by telex or facsimile transmission at the time of transmission and in proving service it shall be sufficient to prove that such telex facsimile was duly dispatched to a current telex or facsimile number of the addressee.
d. if sent by electronic mail, social media or any other forms of communication, immediately and when the mail is confirmed as delivered or on the date on the bank’s copy of dispatch of such communication.
15. Miscellaneous
a. This Agreement contains all the terms agreed between the Owner and the Hirer and the Hirer has not relied on any representation or warranty by the Owner except as expressly stated or referred to this Agreement.
b. Where two or more persons are named as Hirers in the Agreement hereto their liability hereunder shall be joined and several;
c. No relaxation forbearance delay or indulgence by the Owner in enforcing any of the terms of this Agreement or the granting of time by the Owner to the Hirer or the extension or re-scheduling of this Agreement shall prejudice or affect or restrict the rights and powers of the Owner hereunder nor shall any waiver by the Owner of any breach hereof operate as a waiver of any subsequent or any continuing breach hereof.
d. If any term or provision in this Agreement shall in whole or in part be held to any extent to be illegal or unenforceable under any enactment or rule of law that term or provision or part thereof shall to that extent be deemed not to form part of this Agreement and the enforceability of the remainder of this Agreement shall not be affected.
e. All sums payable under this Agreement shall be paid together with the addition of such Value Added Tax or other taxes as are legally payable on those sums.
f. Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party. Each party confirms it is acting on its own behalf and not for the benefit of any other person.
g. No variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
h. This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them,
whether written or oral, relating to its subject matter. Each party acknowledges that in entering into this agreement it does not rely on [, and shall have no remedies in respect of,] any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation [or negligent misstatement] based on any statement in this Agreement.
i. Neither party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances [the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed OR the affected party shall be entitled to a reasonable extension of the time for performing such obligations]. If the period of delay or non-performance continues for [two] [months], the party not affected may terminate this Agreement by giving [fourteen (14)] [days’] written notice to the affected party.
j. This Agreement may be executed in any number of counterparts, each of which when executed shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.
k. Except as expressly provided in this Agreement, the rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
l. This Agreement and any dispute 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 Kenya.
16. Interpretation
(a) The headings in this Agreement are inserted for convenience only and shall not affect the construction or interpretation of this Agreement
(b) Words denoting the singular number only shall include the plural and vice versa and words denoting any gender include all genders;
(c) The expressions “Associated Company of the Hirer” means any company which in relation to the Hirer is either;
i. A subsidiary as defined by the Companies Act, 2015; or
i. A holding Company as defined by the Companies Act, 2015; or
ii Any other subsidiary of the holding company of which the Hirer is a subsidiary;
d. In clauses 6.3 to 6.5 above the expression ‘the Hirer” includes an associated Company of the Hirer
17. Terms, Conditions and Disclosure
a. The Hirer confirms that the information provided is correct and true to the best of its knowledge
b. The Hirer understands that by signing this Agreement, the Hirer shall be deemed to have read, understood and accepted the Terms and Conditions and further, the Hirer agrees to comply, observe and be bound by the Terms and Conditions (as may be amended from time to time at the Owner’s sole discretion). The Hirer further confirms that it has been provided with a copy of the Terms and conditions; and
Further to the above, the Hirer agrees that they have received and understood all information pertaining to the Facility and this Security Agreement before accepting the Terms and Conditions of this Agreement and any other related terms and conditions. The Hirer confirms that the Owner has provided me with sufficient time to consider the said terms and conditions of this Agreement prior to my/our acceptance of them; and
c. The Hirer consents that the Bank may disclose details of and relating to the Hirer’s Accounts to any licensed Credit Reference Agency or any other like institution or body provided that such disclosure shall fall strictly within the Laws of Kenya,
18. Right of the Hirer to independently consult on this agreement
a. Prior to the signing of this agreement, the Hirer has a period of three (3) working days, the right to consult and independently verify the contents of this agreement. The right to the Hirer in this clause includes the right not to sign and proceed with this transaction.