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GENERAL TERMS AND CONDITIONS FOR THE SALE OF GOODS

 

These terms and conditions of sale (these "Terms") are the only terms that govern the sale of the goods ("Goods") by us ("the Seller") to You ("the Buyer"). The accompanying invoice and confirmation (the "Sales Order") and these Terms (collectively, this "Agreement") comprise the entire agreement between the parties.

  1. DELIVERY OF THE GOODS
    • The Goods will be delivered within a reasonable time after the receipt of the Buyer's purchase order, or at such a time agreed upon in writing by the parties. Provided that the Seller shall not be liable for any delays, loss, or damage in transit.
    • Unless otherwise agreed in writing by the parties, the Seller shall deliver the Goods to a location specified by the Buyer in writing (the "Delivery Point") using the Seller's standard methods for packaging and shipping such Goods.
    • The Buyer shall take delivery of the Goods within twenty-four (24) hours of the Seller's written notice that the Goods have been delivered to the Delivery Point.
    • The Buyer shall be responsible for all loading costs and provide equipment and labour reasonably suited for receipt of the Goods at the Delivery Point and will unload and release all transportation equipment promptly, so the Seller incurs no demurrage or other expense.
    • The Seller may, in its sole discretion, without liability or penalty, make partial shipments of Goods to the Buyer. Each shipment will constitute a separate sale, and the Buyer shall pay for the units shipped whether such shipment is in whole or partial fulfilment of the Buyer's purchase order.
    • If for any reason the Buyer fails to accept delivery of any of the Goods on the date fixed pursuant to the Seller's notice that the Goods have been delivered at the Delivery Point, or if the Seller is unable to deliver the Goods at the Delivery Point on such date because the Buyer has not provided appropriate instructions, documents, licenses or authorisations: (i) risk of loss to the Goods shall pass to the Buyer; (ii) the Goods shall be deemed to have been delivered; and (iii) the Seller, at its option, may store the Goods until the Buyer takes custody, whereupon the Buyer shall be liable for all related costs and expenses (including, without limitation, storage, and insurance).
    • With respect to the Services, the Buyer shall (i) cooperate with the Seller in all matters relating to the Services and provide such access to the Buyer's premises, and such office accommodation and other facilities as may reasonably be requested by the Seller, for the purposes of performing the Services; (ii) respond promptly to any the Seller request to provide direction, information, approvals, authorizations, or decisions that are reasonably necessary for the Seller to perform Services in accordance with the requirements of this Agreement; (iii) provide such customer materials or information as the Seller may request and the Buyer considers reasonably necessary] to carry out the Services in a timely manner and ensure that such customer materials or information are complete and accurate in all material respects; and (iv) obtain and maintain all necessary licenses and consents and comply with all applicable laws in relation to the Services before the date on which the Services are to start.
  2. NON-DELIVERY
    • The quantity of any instalment of Goods as recorded by the Seller on dispatch from the Seller's place of business is conclusive evidence of the quantity received by the Buyer on delivery unless the Buyer can provide conclusive evidence proving the contrary.
    • The Seller shall not be liable for any non-delivery of Goods (even if caused by the Seller's negligence) unless the Buyer gives written notice to the Seller of the non-delivery within five (5) days of the date when the Goods would in the ordinary course of events have been received.
    • Any liability of the Seller for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time or adjusting the invoice respecting such Goods to reflect the actual quantity delivered.
    • The Buyer acknowledges and agrees that the remedies set forth in Clause 3 are the Buyer's exclusive remedies for any non-delivery of Goods.
  3. CANCELLATION

A Sales Order which has been accepted by the Buyer may be cancelled without charge within two (2) business days of the Buyer’s acceptance thereof. In other cases, unless otherwise specified by the Seller in writing

  1. QUANTITY

If the Seller delivers to the Buyer a quantity of Goods of up to 95% more or less than the quantity set forth in the Sales Order, the Buyer shall not be entitled to object to or reject the Goods or any portion of them by reason of the surplus or shortfall and shall pay for such Goods the price set forth in the Sales Order adjusted pro rata.

  1. SHIPPING TERMS

Delivery of the Goods shall be made in accordance with the terms on the face of the Sales Order.

 

  1. TITLE AND RISK OF LOSS

Title and risk of loss pass to the Buyer upon shipment of the Goods. As collateral security for the payment of the purchase price of the Goods, the Buyer hereby grants to the Seller a lien on and security interest in and to all of the right, title, and interest of the Buyer in, to, and under the Goods, wherever located, and whether now existing or hereafter arising or acquired from time to time, and in all accessions thereto and replacements or modifications thereof, as well as all proceeds (including insurance proceeds) of the foregoing.

  1. BUYER'S ACTS OR OMISSIONS

If the Seller's performance of its obligations under this Agreement is prevented or delayed by any act or omission of the Buyer or its agents, subcontractors, consultants, or employees, the Seller shall not be deemed in breach of its obligations under this Agreement or otherwise liable for any costs, charges, or losses sustained or incurred by the Buyer, in each case, to the extent arising directly or indirectly from such prevention or delay.

  1. INSPECTION AND REJECTION OF NONCONFORMING GOODS
    • The Buyer shall inspect the Goods within 7 business days from the date of delivery ("Inspection Period"). The Buyer will be deemed to have accepted the Goods unless it notifies the Seller in writing of any Nonconforming Goods during the Inspection Period and furnishes such written evidence or other documentation as required by the Seller. "Nonconforming Goods" means only the following: (i) product shipped is different than identified in the Buyer's purchase order; or (ii) product's label or packaging incorrectly identifies its contents.
    • If the Buyer timely notifies the Seller of any Nonconforming Goods, the Seller shall, in its sole discretion, (i) replace such Nonconforming Goods with conforming Goods, or (ii) credit or refund the Price for such Nonconforming Goods. The Buyer shall ship, at its expense and risk of loss, the Nonconforming Goods to the Seller's registered offices, or other location nominated by the Seller. If the Seller exercises its option to replace Nonconforming Goods, the Seller shall, after receiving the Buyer's shipment of Nonconforming Goods, ship to the Buyer, at the Buyer's expense and risk of loss, the replaced Goods to the Delivery Point.
    • The Buyer acknowledges and agrees that the remedies set forth in Clause 8(b) are the Buyer's exclusive remedies for the delivery of Nonconforming Goods. Except as provided under Clause 8(b).
  2. RETURNS
    • The Buyer may return the Goods subject to application and receipt of the Seller’s consent to return. Provided, a handling charge of at least 30% of the value of the Goods to recover costs of re-stocking and administration will be deducted from any refund allowed by the Seller.
    • Goods that are modified in any way from standard are not eligible for return or refund. All goods returned must be in a re-saleable condition, with undamaged packaging.
    • Goods returned by the Buyer’s transport or by third party carrier without the prior written consent of the Company will not be received or refunded.
  3. PURCHASE PRICE
    • The Buyer shall purchase the Goods from the Seller at the price (the "Price") agreed upon by the parties and set forth in the Buyer's purchase order. If the Price should be increased by the Seller before delivery of the Goods to a carrier for shipment to the Buyer, then these Terms shall be construed as if the increased price was originally inserted herein, and the Buyer shall be billed by the Seller on the basis of such increased price.
    • All Prices are exclusive of all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any Governmental Authority on any amounts payable by the Buyer. The Buyer shall be responsible for all such charges, costs, and taxes.
  4. PAYMENT TERMS
    • The Buyer shall pay all invoiced amounts due to the Seller within the period agreed upon by the parties in writing. The Buyer shall make all payments hereunder by the method and in the currency specified in the Sales Order.
    • The Buyer shall pay interest on all late payments at the lesser of the rate of 1.5% per month or the highest rate permissible under applicable law, calculated daily and compounded monthly. The Buyer shall reimburse the Seller for all costs incurred in collecting any late payments, including, without limitation, legal fees. In addition to all other remedies available under these Terms or at law (which the Seller does not waive by the exercise of any rights hereunder), the Seller shall be entitled to suspend the delivery of any Goods or and stop Goods in transit if the Buyer fails to pay any amounts when due hereunder.
    • The Buyer shall not withhold payment of any amounts due and payable by reason of any set-off of any claim or dispute with the Seller, whether relating to the Seller's breach, bankruptcy, or otherwise.
  5. LIMITED WARRANTY
    • The Seller warrants to the Buyer that for the period stated in the manufacturer’s warranty card ("Warranty Period"), that the Goods will materially conform to the specifications set forth in purchase order (or otherwise provided in writing by the Buyer).
    • For the avoidance of doubt, except for the warranties in clause 11(a) THE SELLER MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ANY THIRD-PARTY PRODUCT, INCLUDING ANY (a) WARRANTY OF MERCHANTABILITY; (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (c) WARRANTY OF TITLE; OR (d) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.
    • The Seller shall not be liable for a breach of the warranties set forth in Clause 11(a) unless: (i) the Buyer gives written notice of the defective or non-conforming Goods or Services, as the case may be, reasonably described, to the Seller within the inspection period stated in the Sales Order or the time when the Buyer or ought to have reasonably discovered the defect; (ii) if applicable, the Seller is given a reasonable opportunity after receiving the notice of breach of the warranty set forth in Clause 11(a) to examine such Goods and the Buyer (if requested to do so by the Seller) returns such Goods to the Seller's place of business at the Seller's cost for the examination to take place there; and (iii) the Seller reasonably verifies the Buyer's claim that the Goods or Services are defective 11or non-conforming.
    • The Seller shall not be liable for a breach of the warranty set forth in Clause 11(a) if: (i) the Buyer makes any further use of such Goods after giving such notice; (ii) the defect arises because the Buyer failed to follow the Seller's or original manufacturer’s oral or written instructions as to the storage, installation, commissioning, use, or maintenance of the Goods; or (iii) the Buyer alters or repairs such Goods without the prior written consent of the Seller.
    • Subject to Clause 11(f) and Clause 11(g) above, with respect to any such Goods during the Warranty Period, the Seller shall, in its sole discretion, either: (i) repair or replace such Goods (or the defective part) or (ii) credit or refund the price of such Goods at the pro rata contract rate provided that, if the Seller so requests, the Buyer shall, at the Seller's expense, return such Goods to the Seller.
    • THE REMEDIES SET FORTH IN Clause 11(h) AND Clause 11(i) ARE THE BUYER'S SOLE AND EXCLUSIVE REMEDY AND THE SELLER'S ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTIES SET FORTH IN Clause 11(a) AND Clause 11(c), RESPECTIVELY.
  6. LIMITATION OF LIABILITY
    • IN NO EVENT SHALL THE SELLER BE LIABLE TO BUYER OR ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT THE SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
    • IN NO EVENT SHALL THE SELLER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNTS PAID TO THE SELLER FOR THE GOODS SOLD.
    • The limitation of liability set forth in Clause 13(b) shall not apply to (i) liability resulting from the Seller's gross negligence or wilful misconduct and (ii) death or bodily injury resulting from the Seller’s acts or omissions.
  7. COMPLIANCE WITH LAW

The Buyer shall comply with all applicable laws, regulations, and ordinances. the Buyer shall maintain in effect all the licenses, permissions, authorizations, consents, and permits that it needs to carry out its obligations under this Agreement. The parties shall comply with all export and import laws of all countries involved in the sale of the Goods under this Agreement or any resale of the Goods by the Buyer. The Seller may terminate this Agreement if any governmental authority imposes antidumping or countervailing duties or any other duties or penalties on the Goods.

  1. TERMINATION

In addition to any remedies that may be provided under these Terms, the Seller may terminate this Agreement with immediate effect upon written notice to the Buyer, if the Buyer: (a) fails to pay any amount when due under this Agreement and such failure continues for sixty (60) days after the Buyer's receipt of written notice of nonpayment; (b) has not otherwise performed or complied with any of these Terms, in whole or in part; or (c) becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization, or assignment for the benefit of creditors.

  1. GOVERNING LAW AND JURISDICTION

All matters arising out of or relating to this Agreement are governed by and construed in accordance with the laws of the Federal Republic of Nigeria. Any legal suit, action, or proceeding arising out of or relating to this Agreement shall be instituted in the courts of the Federal Republic of Nigeria.

 

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