TERMS & CONDITIONS OF SALE (Unified: Cash & Credit Customers
1. Definitions
1.1 “Spectra” / “Seller” means Spectra Oil Corporation Limited.
1.2 “Customer” / “Buyer” means any entity purchasing goods or services.
1.3 “Goods” means products supplied by Spectra, including all petroleum products and lubricants compliant with applicable Zambian standards and regulations.
1.4 “Services” means any services provided by Spectra in Zambia in connection with the Goods, including delivery, storage, and technical support, as applicable.
1.5 “Invoice” means a tax invoice issued for Goods/Services.
1.6 “Business Day” means any day other than weekends/public holidays in Zambia.
1.7 “Credit Account” means a formally approved credit facility.
1.8 “CRB” means the Credit Reference Bureau operating in Zambia.
2. Scope of Application
2.1 These Terms apply to all sales of Goods and Services by Spectra, whether cash or credit.
2.2 No variation is valid unless in writing and signed by a duly authorised signatory of each party, save as expressly provided otherwise in these Terms.
3. Customer Onboarding & Information Requirements
3.1 Customers must provide accurate company details including registration number, address, contacts, a valid Taxpayer Identification Number, and any licences required under Zambian law for the purchase, storage, or use of the Goods.
3.2 Customers warrant accuracy of information supplied.
3.3 Customers must notify Spectra of any material change immediately.
4. Pricing & Quotations
4.1 Pricing and Invoicing
Prices may be quoted and invoices issued in a foreign currency only where permitted under the Bank of Zambia Currency Directives and applicable foreign exchange laws and regulations (including exports, qualifying non-resident transactions, or other exempt categories), as indicated on the relevant quotation, order confirmation, or invoice.
4.1.1 Domestic Payments
For transactions within the Republic of Zambia, payment must be made in Zambian Kwacha (ZMW), regardless of the currency in which the price is quoted or invoiced, unless an exemption under the Bank of Zambia Currency Directives applies. Where prices are quoted or invoiced in foreign currency, the ZMW amount payable will be determined using the Bank of Zambia published exchange rate for the relevant currency on the date cleared funds are received in the Seller’s nominated account.
4.1.2 Exempt and Special Transactions
Where a customer qualifies for an exemption permitting payment in foreign currency under the Bank of Zambia Currency Directives, payment may be made in such foreign currency in accordance with the terms of the applicable exemption and relevant foreign exchange regulations. The customer must provide evidence of the exemption reasonably acceptable to the Seller and/or its bankers upon request. If sufficient evidence is not provided, the Seller may require payment in ZMW. If an asserted exemption is later determined not to apply, the customer must promptly pay any resulting shortfall in ZMW (and any related bank charges), and the Seller may re-issue the invoice accordingly.
4.1.3 Export and Non-Resident Customers
Where goods or services are supplied for export (including delivery outside the Republic of Zambia) or to customers that qualify as non-residents under applicable law, pricing and payment may be made in foreign currency to the extent permitted by applicable Bank of Zambia requirements and the receiving bank’s compliance processes. The Seller may require supporting documentation (including shipping/export or customer status documents) as a condition to accepting foreign-currency payment.
4.1.4 Compliance with Law
All pricing, invoicing, and payments are subject to the Bank of Zambia Currency Directives and foreign exchange regulations in force from time to time. Where these Terms and Conditions conflict with applicable law or regulation, such law or regulation shall prevail. The Seller may amend invoicing and payment instructions, accepted currencies, and conversion mechanics as reasonably necessary to comply with changes in applicable law, regulation, or bank requirements, without this being treated as a variation requiring further signature.
4.2 Unless stated otherwise, quotations are valid for 30 days.
4.3 The invoice price at supply date is final, save for corrections of manifest errors, adjustments required by law or regulation, or re-invoicing expressly permitted under these Terms.
5. Orders, Delivery & Risk
5.1 A valid written Sales Order is required for all purchases.
5.2 Risk transfers to Customer upon delivery at the agreed delivery point or upon collection, as evidenced by signed delivery documentation.
5.3 Title remains with Spectra until payment is received in full, and the Customer shall not encumber or dispose of the Goods prior to full payment.
6. Returns, Product Conformity & Defects
6.1 Returns. Goods, in particular petroleum products and fuels, are sold on the basis that risk and (where applicable) custody pass to the Customer on delivery, and such Goods are not returnable once delivered, decanted, commingled, or removed from Spectra’s nominated supply point, except as expressly provided in this Clause 6 or as required by applicable Zambian law.
6.2 Any request to return Pre-packaged Goods must be made within 5 Business, Bulk Goods in 14 Business, Days of delivery and is subject to Spectra’s prior written approval. Spectra may decline any return that does not comply with this Clause 66. Goods accepted for return must be unused, in their original packaging where applicable, in re-saleable condition, and accompanied by the relevant Invoice or proof of purchase.
6.3 Where a return is approved, Spectra may apply a reasonable restocking and handling charge and will, at its election, issue a credit to the Customer’s account or a refund, less any such charges and any costs of collection, inspection, or testing. No return will be accepted for Goods that have been specially sourced, blended, or supplied to the Customer’s specification, or where the condition or quality of the Goods has been affected by the Customer’s storage, handling, or contamination. Nothing in this Clause 6 limits the Customer’s rights in respect of Goods that are defective or do not conform to applicable Zambian standards.
6.4 Defective or Non-Conforming Goods. Where the Customer considers that Goods are defective or do not conform to the applicable Zambian standards or to the contract, the Customer must notify Spectra in writing within 5 Business Days of delivery (or, in the case of a defect not reasonably apparent on delivery, within 5 Business Days of the defect becoming reasonably apparent), giving sufficient detail to enable investigation. Spectra may inspect, sample, and test the affected Goods (including by reference to Zambia Bureau of Standards specifications) before accepting any claim, and the Customer shall preserve the Goods and provide reasonable access for that purpose. Where Goods are found to be defective or non-conforming, Spectra shall, at its election and subject to Clause 14, replace the Goods, re-supply, or refund the price paid for the affected Goods.
6.3 Where a return is approved, Spectra may apply a reasonable restocking and handling charge and will, at its election, issue a credit to the Customer’s account or a refund, less any such charges and any costs of collection, inspection, or testing. No return will be accepted for Goods that have been specially sourced, blended, or supplied to the Customer’s specification, or where the condition or quality of the Goods has been affected by the Customer’s storage, handling, or contamination. Nothing in this Clause 6 limits the Customer’s rights in respect of Goods that are defective or do not conform to applicable Zambian standards.
6.4 Defective or Non-Conforming Goods. Where the Customer considers that Goods are defective or do not conform to the applicable Zambian standards or to the contract, the Customer must notify Spectra in writing within 5 Business Days of delivery (or, in the case of a defect not reasonably apparent on delivery, within 5 Business Days of the defect becoming reasonably apparent), giving sufficient detail to enable investigation. Spectra may inspect, sample, and test the affected Goods (including by reference to Zambia Bureau of Standards specifications) before accepting any claim, and the Customer shall preserve the Goods and provide reasonable access for that purpose. Where Goods are found to be defective or non-conforming, Spectra shall, at its election and subject to Clause 14, replace the Goods, re-supply, or refund the price paid for the affected Goods.
6.5 Statutory Rights Preserved. Nothing in these Terms excludes, restricts, or modifies any guarantee, warranty, condition, right, or remedy that the Customer may have under the Competition and Consumer Protection Act, 2010, the Sale of Goods Act, or any other applicable Zambian law, to the extent such guarantee, condition, right, or remedy may not lawfully be excluded or limited. Any provision of these Terms that would otherwise cause a significant imbalance in the parties’ rights and obligations to the detriment of a consumer shall apply only to the extent permitted by law.
7. Payment Terms
7.1 Cash Customers: Full payment is required before delivery or collection.
7.2 Credit Customers: Standard terms are 30 days from invoice date
7.3 Spectra may allocate payments at its discretion, including to oldest outstanding amounts, interest, fees and costs first.
8. Credit Accounts
8.1 Credit approval is at Spectra’s sole discretion and may be conditional on satisfactory CRB reports and provision of security acceptable to Spectra.
8.2 Spectra may adjust or withdraw credit limits at any time.
8.3 Temporary limit increases require authorised management approval.
9. Overdue Accounts & Collection Actions
9.1 Accounts become overdue the day after the due date.
9.2 Spectra may send reminders, place accounts on hold, suspend supply, report to CRB in accordance with the Credit Reporting Act, 2018, and initiate legal recovery.
9.3 Customers consent to CRB reporting.
10. Interest, Penalties & Recovery Costs
10.1 Overdue balances accrue interest at 5% per annum above the Bank of Zambia Policy Rate, calculated on a daily basis and compounded monthly.
10.2 Administrative fees, as set out in Spectra’s published fee schedule (as amended from time to time), may be charged on overdue accounts.
10.3 Customer is liable for all recovery costs including legal fees on a client–attorney scale and collection commission, to the extent permitted by Zambian law.
11. Dispute Resolution
11.1 Any dispute relating to an Invoice must be raised in writing within 5 Business Days of receipt; failing which the Invoice shall be deemed accepted.
11.2 Undisputed invoice amounts must still be paid.
11.3 Spectra will use reasonable endeavours to acknowledge disputes within 55 Business Days and to attempt resolution within 10 Business Days thereafter.
12. Retention of Title
12.1 Ownership remains with Spectra until full payment is received.
12.2 Spectra may, upon not less than 2 Business Days’ prior written notice, enter the Customer’s premises during normal business hours to repossess Goods not paid for, without prejudice to any other remedies available at law.
13. Suspension of Supply
13.1 Supply may be suspended for overdue accounts, exceeded credit limits, misrepresentation, breach of policy, or where Spectra reasonably believes supply would contravene applicable law or regulatory direction.
14. Limitation of Liability
14.1 To the maximum extent permitted by Zambian law, Spectra’s aggregate liability arising out of or in connection with the Goods or Services is limited to, at Spectra’s election, replacement of Goods, re-performance of Services, or a refund of the price paid for the affected Goods or Services, provided any claim is notified in writing to Spectra within 12 months of delivery of the relevant Goods or completion of the relevant Services.
14.2 To the extent permitted by Zambian law, Spectra is not liable for indirect, consequential, special, punitive, or economic loss, loss of profits, loss of business, or loss of data.
15. Customer Data & CRB Authorisation
15.1 Spectra may collect, use, store, and disclose customer data for credit and account management in compliance with the Data Protection Act, 2021 and any subsidiary legislation.
15.2 Customer authorises credit checks and CRB reporting in accordance with the Credit Reporting Act, 2018 and consents to disclosure of payment performance to licensed credit bureaus.
16. Termination
16.1 Spectra may terminate for repeated late payment, material breach not remedied within 7 days of written notice, insolvency, or misrepresentation.
16.2 All outstanding amounts become immediately due upon termination. Clauses 6, 10, 12, 14, 15, and 17, and any other provisions which by their nature are intended to survive, shall survive termination.
17. Governing Law & Jurisdiction
These Terms are governed by the laws of the Republic of Zambia.
Subject to any mandatory arbitration law, disputes will be resolved exclusively by the courts of Zambia, which shall have exclusive jurisdiction.
Acceptance of Terms
By placing an order, opening an account, or receiving Goods or Services, the Customer accepts these Terms and represents that the signatory is duly authorised to bind the Customer.
CUSTOMER ACCEPTANCE FORM