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WAREHOUSE RECEIPT SYSTEM ACT, 2006.

ARRANGEMENT OF SECTIONS.

   Section

PART I
PRELIMINARY.

   1.   Short title.

   2.   Interpretation.

PART II
ESTABLISHMENT AND FUNCTIONS OF THE AUTHORITY.

   3.   Establishment of the Authority.

   4.   Functions of the Authority.

   5.   Powers of the Authority.

   6.   Performance of functions of the Authority.

PART III
THE BOARD.

   7.   Board of Directors.

   8.   Tenure of office of members of the Board.

   9.   Remuneration of members of the Board.

   10.   Functions of the Board.

   11.   Meetings of the Board.

PART IV
STAFF OF THE AUTHORITY.

   12.   Managing Director.

   13.   Secretary.

   14.   Other staff.

   15.   Experts and consultants.

PART V
FINANCIAL PROVISIONS.

   16.   Funds of the Authority.

   17.   Duty of the Authority to operate on sound financial principles.

   18.   Bank accounts.

   19.   Borrowing powers.

   20.   Investment of surplus funds.

   21.   Estimates.

   22.   Accounts.

   23.   Audit.

   24.   Financial year.

PART VI
LICENSING.

   25.   Licence to warehouse keepers generally.

   26.   Procedure for granting of licences.

   27.   Term and renewal of licence.

   28.   Applicant to execute bond.

   29.   Action on bond by person injured.

   30.   Designation as a licenced and bonded warehouse.

   31.   Casualty insurance and recovery for loss.

   32.   Cancellation of insurance and suspension of licence.

   33.   Deposit of goods deemed to be made subject to the Act.

   34.   Suspension and revocation of warehouse keeper's licence.

   35.   Licence to inspect, weigh, grade, classify and certify stored goods.

   36.   Suspension of licence to inspect, weigh, grade, classify and certify stored goods.

   37.   Inspection and grading of stored goods.

   38.   Publication of licencees, investigations and revoked licences.

PART VII
ISSUE OF WAREHOUSE RECEIPTS.

   39.   Who may issue a warehouse receipt.

   40.   Form of warehouse receipt.

   41.   Lost or missing receipt.

   42.   Establishment of Central Registry.

PART VIII
OBLIGATIONS OF WAREHOUSE KEEPERS.

   43.   Obligation of warehouse keeper to deliver.

   44.   Liability for non-receipt or misdescription.

   45.   Duty of care and contractual limitation.

   46.   Irregularities in the issue of receipts or conduct of the warehouse keeper.

   47.   Duplicate receipt and over-issue.

   48.   Separation of goods and fungible goods.

   49.   Termination of storage at warehouse keeper's option.

   50.   Warehouse keeper's lien.

   51.   Enforcement and loss of warehouse keeper's lien.

PART IX
NEGOTIATION AND TRANSFER OF WAREHOUSE RECEIPTS.

   52.   Form of negotiation and requirements for due negotiation.

   53.   Rights acquired by due negotiation.

   54.   Rights defeated in certain cases.

   55.   Rights acquired in the absence of due negotiation.

   56.   Rights and obligations of transferors and transferees.

   57.   Conflicting claims and interpleader.

PART X
OFFENCES.

   58.   Issue of receipt for goods not received.

   59.   Issue of receipt containing false statement.

   60.   Issue of duplicate receipts not duly marked.

   61.   Issue of receipts not stating fact of warehouse keeper's ownership of goods.

   62.   Delivery of goods without obtaining negotiable warehouse receipt.

   63.   Negotiation of receipt for mortgaged goods.

   64.   Issue of warehouse receipt without a valid licence.

PART XI
MISCELLANEOUS.

   65.   Revocation or termination of licence not to affect receipts.

   66.   Insurance of goods.

   67.   Inspection of warehouses by Authority.

   68.   Classification of warehouses.

   69.   Fees.

   70.   Seal of the Authority.

   71.   Protection of members of the Board and staff of the Authority.

   72.   Annual report.

   73.   Minister to report to Parliament.

   74.   Regulations.

   75.   Minister's power to amend Schedules.

      First Schedule   Currency point.

      Second Schedule   Meetings of the Board.

      Third Schedule   Form of warehouse receipt.

WAREHOUSE RECEIPT SYSTEM ACT, 2006.

Commencement: 8 June, 2006.

   An Act to provide for the licensing of warehouses and warehouse keepers, to provide for a national system of warehouse bonding for the protection of depositors, to provide for the issue of warehouse receipts and to provide for other related matters.

PART I
PRELIMINARY.

1.   Short title.

   This Act may be cited as the Warehouse Receipt System Act, 2006.

2.   Interpretation.

   (1) In this Act, unless the context otherwise requires—

   "Authority" means the Uganda Warehouse Receipt System Authority established by section 3;

   "bailor" means the owner of the goods who directly or through his or her nominee delivers goods to a warehouse keeper for the purpose of storage in the name of the bailor or nominee of the bailor;

   "bond" has the meaning given to it in section 28 of this Act;

   "broker" means a person who sells on behalf of the depositor on the Uganda Agricultural Commodity Exchange;

   "buyer in the ordinary course of business" means a person who, in good faith and without knowledge that the sale to him or her is in violation of the ownership rights or security interest of a third party in the goods, buys in ordinary course from a person in the business of selling goods of that kind;

   "buying" may be for cash or by exchange of other property or on secured or other secured credit but does not include as security for or in total or partial satisfaction of a money debt;

   "Central Registry" means the Central Registry established by section 42;

   "conspicuous" in relation to a term, clause or sign, means it is so written and located such that a reasonable person against whom it is to operate ought to have noticed it;

   "court" means any court of judicature not lower than the Chief Magistrate's court;

   "currency point" has the value specified in relation to a currency point in the First Schedule to this Act;

   "delivery" with respect to goods or documents, means voluntary transfer of possession of the goods or documents;

   "depositor" means a person who places the goods in a warehouse and is issued a receipt by the Authority to that effect;

   "field warehouse" means a building or other protected enclosure which has been leased or licenced by a person for the purpose of operating a warehouse and issuing warehouse receipts in respect of goods owned by the owner of the premises or third persons;

   "fungible'' means goods which are identical with others of the same nature which by usage or trade, can replace another unit and goods that are not fungible shall be deemed fungible for the purposes of this Act to the extent that under a particular agreement or document, unlike units are treated as equivalents;

   "good faith" means honesty in fact in the conduct or transaction involved;

   "goods" means all things which are treated as movable for the purposes of a contract of storage or bailment, including, in the case of goods to be packed, processed, substituted or otherwise transformed in the warehouse, their products, and includes documents, securities and instruments;

   "holder" means a person who is in possession of a warehouse receipt issued or endorsed to that person or to his or her order or to bearer or in blank;

   "Managing Director" means the Managing Director of the Authority appointed under section 12, or a person authorised to act on his or her behalf;

   "Minister" means the Minister responsible for trade;

   "negotiable receipt" means a warehouse receipt in which it is stated that the goods received will be delivered to the bearer or to the order of a named person;

   "non-negotiable receipt" means a warehouse receipt issued to the bearer or to the order of a specified person and marked non-negotiable on the face of it;

   "notice" in relation to any fact means where a person—

   (a)   has actual notice of the fact;

   (b)   has received notice of the fact; or

   (c)   has received all the facts and circumstances known to that person at the time in question;

   "purchase" includes taking by sale, discount, negotiation, mortgage, pledge, lien, gift or other voluntary transaction creating an interest in property;

   "security interest" means an interest in goods, which secures payment or performance of an obligation by means of a charge, mortgage, lien, hypothecation, pledge, or other voluntary encumbrance, or retention or reservation of title to goods;

   "warehouse" means a building or other protected enclosure in which goods are stored; owned, leased, licenced or otherwise in the legal possession and exclusive control of the warehouse keeper and includes field warehouse and a plant or other facility where the goods are packed, processed or otherwise transformed;

   "warehouse keeper" means a person licenced under this Act to engage in the business of storing goods for hire, no matter whether such goods undergo packaging, processing, substitution or other transformation while in the warehouse; and includes a person who operates a field warehouse;

   "warehouse receipt" means a receipt for goods issued by a warehouse keeper duly licenced and bonded under this Act and includes a negotiable and non-negotiable warehouse receipt.

   (2) In this Act, a person is taken to know or to have knowledge of a fact if that person has actual knowledge of that fact.

   (3) For the purposes of the definition of 'negotiable receipt' under subsection (1) no provision shall be inserted in the negotiable receipt that the receipt is not negotiable; and any such provision if inserted, is void.

   (4) In this Act, a person shall be taken to give "value" for any right if he or she acquires it—

   (a)   in return for a binding commitment to extend credit or for the extension of immediately available credit whether or not drawn; or

   (b)   as security for or in total or partial satisfaction of a pre-existing claim; or

   (c)   by accepting delivery under a pre-existing contract for purchase; or

   (d)   generally, in return for any consideration sufficient to support a simple contract.

PART II
ESTABLISHMENT AND FUNCTIONS OF THE AUTHORITY.

3.   Establishment of the Authority.

   (1) There is established an Authority to be known as the Uganda Warehouse Receipt System Authority.

   (2) The Authority shall be a body corporate, with perpetual succession and a common seal and may sue or be sued in its corporate name; and subject to this Act, may borrow money, acquire and dispose of property and do all such things as a body corporate may lawfully do.

4.   Functions of the Authority.

   The functions of the Authority are—

   (a)   to license warehouses;

   (b)   to license warehouse keepers;

   (c)   to license warehouse inspectors;

   (d)   to issue negotiable warehouse receipts books; and

   (e)   to carry out and perform such other functions as are conferred or imposed on it by this Act or regulations made under this Act.

5.   Powers of the Authority.

   For the carrying out of its functions under section 4 of this Act, the Authority shall have power—

   (a)   to investigate the storage, warehousing, classifying according to grade and otherwise, weighing, and certification of goods in Uganda;

   (b)   upon application by any person applying for a licence to operate a warehouse under this Act, to inspect the warehouse or cause it to be inspected;

   (c)   at any time, with or without application, to inspect or cause to be inspected all warehouses licenced under this Act;

   (d)   to determine whether warehouses for which licences are applied for or have been issued under this Act are suitable for the proper storage of any goods;

   (e)   to classify warehouses licenced or applying for a licence in accordance with their ownership, location, surroundings, capacity, conditions, and other qualities, and according to the kinds of licences issued or to be issued for them under this Act;

   (f)   upon application, to issue to any warehouse keeper a licence for the conduct of a warehouse in accordance with this Act and regulations made under this Act;

   (g)   to prescribe, within the limitations of this Act, the duties of the warehouse keepers conducting warehouses licenced under this Act with respect to their care of and responsibility for the goods stored;

   (h)   to provide guidelines and standards for the suitability for the proper storage of the goods;

   (i)   to suspend or revoke a licence issued to a warehouse keeper, for any contravention of or failure to comply with any provision of this Act or regulations made under this Act;

   (j)   to charge, assess and collect fees for every examination or inspection of a warehouse and for the issue of licences;

   (k)   to examine all books, records, papers, and accounts of warehouses and of warehouse keepers;

   (l)   to borrow for the purposes of carrying out its functions under this Act;

   (m)   to issue negotiable warehouse receipt books;

   (n)   to close the premises of a warehouse keeper who operates without a valid licence; and

   (o)   to carry out any other activity incidental or conducive to the carrying out of its functions under section 4.

6.   Performance of functions of the Authority.

   Notwithstanding anything in this Act, for such period from the commencement of this Act as shall be prescribed by statutory instrument, the functions of the Authority under this Act shall be carried out by the Uganda Commodity Exchange or any other legal entity that the Minister may, by statutory instrument, prescribe.

PART III
THE BOARD.

7.   Board of Directors.

   (1) The governing body of the Authority shall be the Board of Directors.

   (2) The Board shall consist of—

   (a)   the Managing Director;

   (b)   one person representing the Ministry responsible for trade;

   (c)   a representative of the co-operatives nominated by the apex body of co-operatives;

   (d)   a representative of the Uganda Clearing and Forwarding Agents Association, nominated by the Association;

   (e)   a representative of the Uganda Bankers Association, nominated by the Association;

   (f)   a representative of the Uganda Insurers Association, nominated by the Association;

   (g)   one person representing the Uganda National Chamber of Commerce and Industry, nominated by the Chamber;

   (h)   a representative of the private sector, nominated by the Private Sector Foundation; and

   (i)   a representative of the farmers, nominated by the farmers' apex body.

   (3) The members of the Board in subsection (2) paragraphs (b) to (i) shall be appointed by the Minister and shall be persons of high moral character and proven integrity.

   (4) The members appointed under subsection (2) shall be persons who qualify for appointment by virtue of their experience in commerce, finance, and public administration, the profession represented or in matters relating to economic planning and development.

   (5) The Board shall have a chairperson who shall be appointed by the Minister from among the members of the Board.

8.   Tenure of office of members of the Board.

   (1) A member of the Board shall hold office for a term of three years and is eligible for re-appointment but he or she shall not hold office for more than two consecutive terms.

   (2) A member of the Board may vacate office—

   (a)   by resignation by letter addressed to the Minister;

   (b)   on the written recommendation of the body which he or she represents revoking the nomination of the member.

   (3) The Minister may, at any time remove a member of the Board from office for—

      (i)   misconduct, misbehaviour or abuse of office;

      (ii)   failure to attend three consecutive meetings of the Board without reasonable excuse, certified by the Board;

      (iii)   inability to perform the functions of office of member arising from infirmity of body or mind;

      (iv)   bankruptcy or insolvency; or

      (v)   conviction for an offence involving fraud or dishonesty.

   (4) The Chairperson shall hold office for one year but is eligible for reappointment for another three years.

   (5) The Managing Director shall cease to be a member of the Board upon ceasing to hold the office of Managing Director.

   (6) Where a vacancy occurs in the office of member of the Board, the Minister shall consult the body which nominated the member ceasing to hold office for the purpose of appointing another person in place of the member ceasing to hold office.

9.   Remuneration of members of the Board.

   Members of the Board shall be paid such sitting and other allowances as the Board may, with the approval of the Minister, determine.

10.   Functions of the Board.

   Subject to the provisions of this Act, the Board shall, in the name of the Authority—

   (a)   carry out and exercise the functions and powers of the Authority under this Act;

   (b)   manage the property, funds and income of the Authority and other concerns and affairs of the Authority;

   (c)   discharge the business of the Authority under this Act;

   (d)   appoint and remove the staff of the Authority; and

   (e)   perform such other functions as may be conferred or imposed on the Board by this Act or by regulations made under this Act.

11.   Meetings of the Board.

   The Second Schedule to this Act shall apply in relation to meetings of the Board and other matters specified in that Schedule.

PART IV
STAFF OF THE AUTHORITY.

12.   Managing Director.

   (1) There shall be a Managing Director of the Authority who shall be appointed by the Board on terms and conditions that the Board may determine.

   (2) The Managing Director shall be the Chief Executive of the Authority and shall be responsible for the day-to-day operations of the Authority.

   (3) Subject to the provisions of this Act and the general supervision and control of the Board, the Managing Director shall be responsible for the management of the funds, property and business of the Authority and for the administration, organisation and control of the staff of the Authority.

   (4) The Managing Director shall be a member of the Board.

   (5) The Managing Director shall, from time to time, in writing, keep the Board informed of the progress of the business of the Authority.

   (6) Where the Managing Director is, for any reason, incapacitated from the performance of the functions of that office, the Board shall designate an officer of the Authority to perform those functions until the end of the incapacity of the Managing Director.

13.   Secretary.

   (1) The Authority shall have a Secretary who shall be appointed by the Board on such terms and conditions as the Board may determine.

   (2) The Secretary shall—

   (a)   take minutes of the meetings of the Board;

   (b)   keep a record of all the activities of the Authority; and

   (c)   act as registrar of the Central Registry.

   (3) In the performance of his or her

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