1. INTRODUCTION

  • These General Terms and Conditions of Sale, defined below as “General Conditions” shall apply to, form an integral part of, and govern all Offers for the sales, supply, and delivery of Products and/or the performance of the Services, made by Abumet to the Customer. These General Terms and Conditions of Sale, together with Abumet’s Offer, specifications, and any other terms agreed by Abumet in writing, shall form the entire binding agreement between Abumet and the Customer. No other terms, whether implied or submitted by the Customer, shall apply unless expressly accepted in writing by Abumet.

2. DEFINITIONS

  • 2.1. “Abumet” means Abumet Nigeria Limited.2.2. “Contract” means the binding agreement between Abumet and the Customer, comprising the Offer, these General Conditions, and any other terms agreed by Abumet in writing.
  • 2.3. “Customer” means the person, firm, company, or entity named on Abumet’s Offer/Quotation and that places an order with Abumet for the Products and/or Works.
  • 2.4. “Force Majeure” means an exceptional event or circumstance: which is beyond a Party’s reasonable control; which such Party could not reasonably have foreseen and provided against before entering the Contract; which, having arisen, such Party could not reasonably have avoided or overcome; and which is not substantially attributable to the other Party. Force Majeure events include but are not limited to acts of God, Government acts/actions, strikes or lockouts, war, insurgency, fire, flood, epidemic/pandemic or any other causes of a like nature. For the avoidance of doubt, Force Majeure shall not include a Party’s inability to make payments under the Contract.
  • 2.5. “Offer” means the priced offer or quotation (including all attachments to the same) provided by Abumet to the Customer, detailing the scope of Works to be executed by Abumet for the Customer, the price, payment terms, and other relevant terms or a confirmation made by Abumet to the Customer’s verbal or written request for the products and/or Services.
  • 2.6. “General Conditions” means these General Terms and Conditions of Sale.
  • 2.7. “Product(s)” means the products or goods (or any part of them) set out in the Offer.
  • 2.8. “Services” means the delivery, installation, fabrication, technical support, and other related services to be performed by Abumet as specified in the Offer.
  • 2.9. “Site” means the places provided by the Customer in which the Works are to be executed, and any other place(s) specified in the Contract as forming part of the Site.
  • 2.10. “Works” means the entire scope of work required under the Contract, including the supply of Products and the performance of Services.
  • 2.11. “Variation” means any alteration, addition, deletion, or change to the Scope of Works, Services, or specifications originally agreed under the Contract.
  • 2.12. “Commencement Date” means the date of the execution of the Agreement or the date Abumet receives full possession of the Site or the date the Abumet receives the advance payment from the Customer, whichever occurs last.

3.⁠ ⁠FORMATION AND ACCEPTANCE OF CONTRACT

  • 3.1. The Customer’s order and Abumet’s delivery of the Products and/or the execution of the Works shall be exclusively governed by the Contract unless the parties have agreed expressly and in writing to apply other terms.
  • 3.2. Unless and to the extent explicitly agreed by Abumet in writing, the Contract shall by any acceptance, acknowledgement, or confirmation by Abumet of any request/order for the delivery of Products/execution of the Services by the Customer, and any Contract(s) regarding the sale by Abumet and purchase by the Customer of Products and/or Works shall extend and apply to related future business transactions between Abumet and the Customer
  • 3.3. Abumet’s Offer(s) to the Customer is open for acceptance within the period stated in the Offer, or if no period is stated, within thirty (30) days from the date of the Offer, but any Offer may be withdrawn or revoked by Abumet at any time prior to the receipt by Abumet of Customer’s acceptance in accordance with sub-clause 3.6 below.
  • 3.4. No request/order for the delivery of Products/execution of the Services submitted by the Customer shall be deemed accepted by Abumet unless and until confirmed in writing by Abumet.
  • 3.5. The Contract shall be formed and become legally binding on Abumet and the Customer when the Customer accepts the Offer.
  • 3.6. The Customer shall be deemed to have accepted Abumet’s Offer if:
    a) Abumet receives a written acceptance of the Offer from the Customer; or
    b) Abumet receives the Customer’s verbal or written order / instruction to commence the Works (including the fabrication or ordering of materials); or
    c) Abumet receives payment of the whole or part of the Price contained in the Offer for the Works; or
    d) The Customer approves Abumet’s shop drawings or technical submittals related to the Works; or
    e) The Customer grants Abumet access to the Site; or
    f) Within seventy- two (72) hours from the date of issue, Abumet does not receive the Customer’s written rejection of the Offer or a request for confirmation of the Offer, or
    g) Within seventy- two (72) hours from the date of issue, Abumet does not receive the Customer’s written rejection of Abumet’s confirmation of the Customer’s verbal order/instruction to commence the Works.
  • 3.7. The Contract constitutes the entire agreement between the parties and supersedes all prior agreements, understandings, or arrangements, whether written or oral.
  • 3.8. The Customer acknowledges that these General Terms and Conditions of Sale take precedence over any terms and conditions contained in any purchase order or other document supplied by the Customer, unless expressly agreed to in writing by Abumet’s General Manager.
  • 3.9. Any order accepted by the Customer in accordance with sub-clause 3.6 above or confirmed by Abumet under the Contract cannot be cancelled by the Customer except otherwise agreed by Abumet in its sole discretion and in writing. In the event Abumet accepts the Customer’s cancellation of any accepted or confirmed order by notice, then the Customer shall pay, upon the cancellation of such order, all costs and expenses for the Products manufactured, fabricated, and/or delivered prior to receiving the cancellation notice, plus Abumet’s cancellation charges contained in the Offer.

4.⁠ ⁠PRICES AND PAYMENT

  • 4.1. The price(s) for the Works shall be the amount set out in the Offer, subject to any adjustment to the price(s) in accordance with the terms of the Contract. The price(s) shall be exclusive of all taxes (including value added tax and Stamp Duties), levies, duties, and other statutory charges and deductions which the Customer shall be additionally liable to pay to Abumet at the prevailing rate, except otherwise stated in the Offer.
  • 4.2. The price(s) for the Works are based on quantities agreed or indicated in the Contract and the date(s) agreed for delivery. Abumet reserves the right to adjust the price(s) if the Customer fails to take delivery of the indicated quantity of the Products and/or within the agreed delivery period.
  • 4.3. The Customer shall pay for the Products and/or Services (less any discount to which it may be entitled but without any other deduction) on such date or within such period as specified in the Offer (as may be amended) or order confirmation of Abumet or the Contract. Time for payment shall be of the essence.
  • 4.4. If the payment period is not stated in the Offer, the Customer shall pay Abumet within 30 days of the invoice date. No discount is allowed for early payment unless agreed to in writing by Abumet. If deliveries are made in instalments, each instalment may be separately invoiced and shall be paid for when due. Any query by the Customer relating to an invoice must be made in writing within 14 days of the date of the invoice.
  • 4.5. Payments are to be made by bank transfer to the account of Abumet specified in the invoice. Unless Abumet’s reference number of the Offer or the order confirmation is clearly specified when payment is made, Abumet may appropriate any payment made by the Customer as Abumet thinks fit.
  • 4.6. Late payments by the Customer shall attract interest at the rates contained in the Offer. Without prejudice to its entitlement to payment of interest, Abumet shall, at its discretion, be entitled to suspend the Works or delivery if the Customer defaults on payment.

5.⁠ ⁠DELIVERY AND INSTALLATION

  • 5.1. Any date(s) for delivery of the Products and/or completion of the Services in the Offer or communicated or acknowledged by Abumet shall be treated as estimates only, and Abumet shall not be liable for, nor shall Abumet be in breach of its obligations to the Customer, for any delivery or completion made within a reasonable time before or after the communicated delivery/ completion date(s). Abumet agrees to use commercially reasonable efforts to meet the delivery dates communicated or acknowledged by it, subject to the availability of materials and the Customer doing all the following:
    a) Promptly providing the relevant drawings for the Works.
    b) Approving Abumet’s prepared drawings for the Works in writing.
    c) Obtaining all requisite permits, licences, consents and approvals from the responsible authorities for the installation of the Products.
    d) Ensuring that the Site is ready, safe, and easily accessible for Abumet’s personnel and equipment on the agreed start date including completion of structural openings and supports.
    e) Providing accurate site measurements except agreed otherwise.
    f) Providing Abumet’s delivery vehicles with safe, clear, and unimpeded access to the designated offloading point at the Site on the scheduled delivery date(s)
    g) Designating a secure, weatherproof, and suitable storage area for the Products at the Site at no cost to Abumet. Abumet shall not be held liable for damage to the Products resulting from an inadequate and/or unsuitable storage area provided by the Customer.
    h) Providing, free of charge, adequate access to electricity, water, hoisting facilities, and secure storage on the Site as reasonably required by Abumet to perform the Services.
    i) Removing obstructions and hazards to enable Abumet to perform the Works.
  • 5.2. The place of delivery shall be the place designated by Abumet in the Offer or order confirmation or, if no such place is specified, Abumet’s manufacturing facility.
  • 5.3. Upon delivery, the Customer will sign an acknowledgement of receipt of the Products. If the Customer specifies “unexamined” or similar wording, Abumet will treat that as confirmation of receipt of all the Products, and the Customer will be deemed to have received and accepted the Products.
  • 5.4. If the Customer fails to take delivery of the Products on the agreed date for delivery or requests Abumet to hold the Products thereafter, Clause 7 below shall apply accordingly.
  • 5.5. Abumet shall be entitled to make partial deliveries of the Products or deliver the Products by instalments. No sale of Products shall be a sale by sample.
  • 5.6. Where Products are to be delivered in instalments, failure by Abumet to deliver any one or more instalments or any claim by Customer under these General Conditions with respect to one instalment shall not entitle the Customer to reject further instalments or cancel any further contract.
  • 5.7. Abumet shall not be liable for any loss or damage whatsoever arising from any delay in delivery or installation due to the Site not being ready, inadequate working conditions, circumstances beyond its reasonable control (including but not limited to Force Majeure events), or the Customer’s delay or failure in fulfilling any of the conditions mentioned under sub-clause 5.1 above. Any additional cost incurred by Abumet therefrom shall be borne by the Customer and treated as a Variation.

6.⁠ ⁠VARIATIONS

  • 6.1. Abumet reserves the right to modify the Products and/Services to comply with statutory requirements and to improve facilities or performance. It is Abumet’s policy to endeavour to develop and improve its Products and Services, and accordingly Abumet reserves the right to change specifications with prior notification to the customer. Such change(s) shall be treated as a Variation, provided that nothing in this sub-clause 6.1 shall oblige the Customer to accept Products and/or Services which do not reasonably comply with the Contract.
  • 6.2. Any Variation requested by the Customer shall be submitted to Abumet in writing or confirmed by Abumet in writing for the request to be valid. Upon receipt or confirmation of such Customer Variation request, Abumet shall provide a written quotation for the Variation’s cost and delivery/ completion time implications to the Customer. The Variation shall only be executed and its costs added to the Contract price upon the Customer’s written approval and payment of the Variation cost upfront. Where the Customer fails to provide written approval or rejection of the Variation cost within fourteen (14) days of receipt of Abumet’s written quotation, the Variation shall be deemed to have been approved by the Customer.

7. STORAGE

  • 7.1. If the Customer fails to give all necessary instructions and documents for the Products to be delivered, or the Customer, its other contractors/subcontractors of any tier, officers, employees, representatives, agents, and invitees shall otherwise cause or request a delay, Abumet shall be entitled to put the Products in storage at its facility or any other facility it deems fit.
  • 7.2. Abumet shall be entitled to withhold delivery and put the Products in storage if Customer owes any amounts or is in arrears with payment.
  • 7.3. Upon expiry of (i) 30 days from the date the Products were available for delivery or (ii) a final deadline set by Abumet for the taking of the delivery, Abumet may, at its option, (a) keep the Products and return any payment received (after deducting all storage and other relevant costs, expenses and cancellation fees as per sub-clause 3.9 above), or (b) sell the Products and (after deducting all storage, selling and other relevant cost, and expenses) charge the Customer for any shortfall incurred below the price for the affected Products.
  • 7.4. Where Abumet arranges storage on the Customer’s behalf or for a reason in Clauses 5.6, 7.1 or 7.2, the Customer shall make the payment of the purchase price on the day following the date the Products were available for delivery. In addition to the purchase price, the Customer shall pay for storage and other relevant costs, an amount equal to 0.2% of the agreed price of the Products in storage per calendar day as lump sum compensation. The Customer shall pay such compensation in full prior to Abumet delivering the Products to the Customer.

8.⁠ ⁠TITLE AND RISK

  • 8.1. The risk of loss or damage to the Products shall pass to the Customer upon delivery by Abumet to the Site, regardless of whether the installation has commenced. The Customer is responsible for insuring the Products from this point onward. If the Customer fails to take delivery at the delivery date, the risk of loss shall nevertheless pass to the Customer at the delivery date. In such case, the risk of loss will not vest in Abumet by virtue of Abumet providing storage of the Products.
  • 8.2. Title in the Products will not pass to the Customer until Abumet has received full payment for the Products and for any other claims in respect of the business relationship with the Customer, including any future claims.
  • 8.3. Abumet shall be entitled to bring an action for payment, whether or not title in the Products has passed.
  • 8.4. Until title passes, the Customer holds the Products on behalf of Abumet as bailee and must keep the Products free from any charge, lien, or other encumbrance and shall keep the Products identifiable and separate from other property in its possession.
  • 8.5. The Customer has the right to resell the Products only after title in the Products has passed to the Customer, but not as Abumet’s agent or otherwise in the name of Abumet, and Abumet may terminate that right at any time prior to full payment being made, but in any event upon the insolvency of the Customer.

9.⁠ ⁠WARRANTY

  • 9.1. Abumet warrants that at the time of delivery, the Products shall correspond with their specifications and shall be free from defects under use, for the period specified in the Offer (“Warranty Period”) and warrants that the Services will be performed with reasonable skill and care, using competent personnel.
  • 9.2. For Products Abumet has purchased from a third-party manufacturer and sold to the Customer, the third-party manufacturer’s warranty (if any and where available) shall be passed to the Customer and shall be the sole and exclusive warranty in effect. In the case of such third-party Products, the warranty conveyed under sub-clause 9.1 above shall be void and shall not apply, but the other terms of the Contract shall remain in full force and effect in their entirety. For the avoidance of doubt, Abumet makes no representations or warranties of any kind with respect to any third party Products, whether express or implied by law, course of dealing, course of performance, usage of trade or otherwise, including, but not limited to, any (a) warranty of merchantability; (b) warranty of fitness for a particular purpose or use; (c) warranty of title; or (d) warranty against infringement of intellectual property rights.
  • 9.3. The warranties provided under sub-clauses 9.1 and 9.2 above shall not apply, and Abumet shall not be liable in respect of:
    a) any defect in the Products arising from designs or specifications supplied to Abumet by the Customer or any third party at the Customer’s behest.
    b) any defect arising from the Customer’s failure to store and/or use the Products.
    c) any defect arising as a result of fair wear and tear, wilful damage, the Products being incorrectly fitted, subjected to neglect, carelessness or abnormal conditions, or accident by the Customer or third parties.
    d) use of the Products for purposes for which they were not designed.
    e) Any damage to the Products from structural movement, impact, vibration, or environmental conditions.
    f) any attempt at repair, replacement, or modification made by the Customer and/or any third party without the prior written agreement of Abumet.
    g) models or samples which are furnished to the Customer as illustrations only of the general properties of Abumet’s workmanship: or
    h) failure by the Customer to follow Abumet’s maintenance instructions.
    i) damage caused by extreme weather, fire, or other external events after the risk has passed.
    j) any Product that is normally consumed in operation or that has a life span that is shorter than the applicable warranty period specified by Abumet.
  • 9.4. Abumet shall be under no liability under sub-clause 9.1 where the terms of payment set out in clause 4 have not been complied with by the Customer.
  • 9.5. Upon delivery of the Products, the Customer shall thoroughly examine the Products for defects and any other non-compliance with the Contract. Any defect or other non-compliance of the Products found, whether upon delivery or later, must be notified to Abumet immediately and in writing. The Products and associated packaging should be retained for examination. If the Customer does not so notify Abumet of a defect or other non-compliance with the Contract, it shall be deemed that the Products are in accordance with the Contract, unless a defect or other non-compliance is of such nature that it could not be found by a prudent purchaser for value exercising best endeavours when examining the Products upon delivery.
  • 9.6. Abumet does not give any warranty of fitness for a particular purpose or of merchantability.
  • 9.7. Where the Customer requests and pays for a maintenance period of one (1) year in respect of Products and items delivered and installed by Abumet, Abumet shall extend the applicable warranty period for such Products and items by an additional six (6) months. The maintenance services shall expressly exclude glass cleaning and shall apply only to Products and items that have been properly handled and are free from misuse, abuse, improper operation, neglect, or damage.
  • 9.8. If the Customer notifies Abumet that it has a claim and if Abumet reasonably agrees that the claim is valid, Abumet has the option to refund the cost of the Products, or repair or replace the affected defective Products.

10.⁠ ⁠INTELLECTUAL PROPERTY

  • 10.1. Abumet warrants that no patent infringement shall arise from the design (if any) and manufacturing of the Products by Abumet. Abumet shall, however, not be liable for any patent right infringement arising from:
    a) Compliance with the Customer’s design, specification and/or instruction; or
    b) the Customer’s use of the Products and/or Services in combination with products or services not provided by Abumet.
    c) Unauthorised additions or modifications to the Products and/or Services; or
    d) the Customer’s use of the Products and/or Services in a manner that does not correspond to Abumet’s published standards or specifications.
  • 10.2. Where design or documentation is embedded in or delivered with the Products and/or Services, the sale of the Products and/or performance of the Services shall not constitute a transfer of title in the same to the Customer, but shall only imply a non-exclusive and non-transferable licence under Abumet’s intellectual property rights to use the same with, and as embedded in or delivered with, the Products as supplied by and/or the Services as performed by Abumet.
  • 10.3. All designs, descriptions, drawings, methods, software, materials, technical documents or other information supplied by Abumet will remain the property of Abumet together with the copyright in them. The Customer may use them only for the Works and shall not share them without obtaining Abumet’s prior written consent.

11.⁠ ⁠COMPLETION OF ORDER AND TAKE OVER

  • 11.1. The Customer’s order will be deemed completed when all Product(s) set out on the Offer have been installed, or, on delivery of the Products to the Site, if the Customer does not require installation. For the avoidance of doubt, faulty Product(s) will not constitute an incomplete installation.
  • 11.2. Abumet shall apply for a completion certificate by giving notice to the Customer when Abumet considers that the Works or a section has been completed in accordance with the Contract.
  • 11.3. The Customer shall within seven (7) days after receiving Abumet’s notice, issue a Completion Certificate to Abumet, stating the date on which the Works or section are completed, except for minor outstanding works and defects which will not substantially affect the safe use of the Works, provided that if the Customer does not respond within seven (7) days after receiving this notice, the Works or section shall be deemed to have been taken over by the Customer and a Completion Certificate for the Works or section shall be deemed to have been issued.
  • 11.4. The Customer shall take over the Works or section upon the issue of the Completion Certificate.
  • 11.5. The Customer shall not use or occupy any part or the whole of the Works unless and until the Customer has issued a Completion Certificate. Otherwise, the Works or the part shall be deemed to have been taken over by the Customer as from the date on which it was used or occupied, and a Completion Certificate for the Works or the part shall be deemed to have been issued on the same date by the Customer.

12.⁠ ⁠THE CUSTOMER’S DELAYS AND EXTENSION OF TIME

  • 12.1. In the Contract, the Customer’s Liabilities are:
    a) Any delay, impediment, or prevention caused or attributable to the Customer and/or any third party at the Customer’s behest;
    b) Any delay, impediment, prevention, or damage to the Products and/or Services on the part of any of the Customer’s other contractors, suppliers, agents, and representatives;
    c) Any act, omission, breach, or fault of the Customer (including but not limited to failure to grant timely site access, late approval of Variations or shop drawings, or delays in making any scheduled payment);
    d) Any failure of the Customer to fulfil its obligations under the Contract;
    e) Design of any part of the Works by the Customer’s personnel or by others for whom the Customer is responsible.
    f) Any exceptionally inclement weather;
    g) Any delay or disruption caused by any Force Majeure event and/or Variation; and
    h) A suspension under sub-clause 15.1 below, unless it is attributable to Abumet’s failure.
  • 12.2. If Abumet is delayed in the performance or completion of the Works due to any of the Customer’s Liabilities, the Company shall be entitled to an automatic and corresponding extension of time for completion of the Works. The Company shall also be entitled to claim all additional costs, standing time, and expenses reasonably incurred as a result of such delay, which shall be invoiced as a Variation and payable by the Customer within the payment timelines contained in the Contract.

13.⁠ ⁠CHANGE IN LAW

  • If, after the date of the Offer, and before the completion of the Works, any law, regulation, ordinance, order, policy or by-law having the force of law is enacted, promulgated, abrogated, or changed in Nigeria (which shall be deemed to include any change in interpretation or application by the competent authorities) that subsequently affects the time for completing the Works, the rates and/or the prices, then such time for completion, rates and/or prices shall be correspondingly increased or decreased, to the extent that Abumet has thereby been affected in the performance of any of its obligations under the Contract.

14.⁠ ⁠BREACH

  • 14.1. Without prejudice to any other right or remedy, a party not in breach will be entitled to consider the other party in breach and may promptly terminate any contract and/or suspend any further deliveries and in the case of Abumet, bring action in accordance with clause 8.3 if:
    a) a party commits a material breach of the Contract and fails to remedy the same within14 days of receiving written notice to remedy from the other party (however, late payment requires no such notice for there to be such a breach); or
    b) the other Party does not pay the fees or any other monies due in accordance with the Contract; or
    c) either party or its parent makes any voluntary arrangement with creditors or becomes subject to an administration order, or if an individual or firm, becomes bankrupt or, if a company, goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or
    d) a receiver or administrative receiver is appointed over, or an encumbrancer takes possession of any of a party’s property or assets or the property or assets of its parent or subsidiary companies, or a party ceases trading or threatens to cease trading or any distress or execution is levied on a party, its goods or assets; or
    e) due to the occurrence of Force Majeure, either the Abumet or the Customer is prevented or hindered from the continued performance of its obligations, and for the period stated in sub-clause 18.4 below.
    f) the Customer’s financial position deteriorates to such an extent that, in Abumet’s opinion, the Customer’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
    g) a party has reasonable cause to believe that any of these events is about to occur to the other party.
  • 14.2. After termination, Abumet shall be entitled to payment of the following:
    a) All outstanding unpaid invoices and interest,
    b) The value of the Products delivered and/or Services completed up to the date of such termination,
    c) The value of the Products and/or Services whose delivery or performance has begun but not been completed up to the date of such termination,
    d) The cost of materials and/or Products properly ordered for which Abumet shall have paid or of which Abumet is legally bound to accept delivery of. Upon such payment by the Customer, any such materials and/or Products so paid for shall become the property of the Customer,
    e) The reasonable cost of Abumet’s demobilisation from the Site and any loss or damage caused to Abumet owing to such termination, if the Contract is terminated by Abumet due to the Customer’s breach,
  • adjusted by any sums to which the Customer is entitled. The net balance due shall be paid or repaid within 30 days from the termination date.
  • Provided that in addition to all other remedies, Abumet, upon such termination, shall take possession of and shall have a lien upon all unfixed/uninstalled materials, goods, and/or Products which may become the property of Abumet under the Contract until payment of all monies due to Abumet from the Customer shall have been made.

15.⁠ ⁠CONFIDENTIALITY

  • The Customer acknowledges that all technical, commercial, and financial data disclosed to the Customer by Abumet and/or its affiliates is the confidential information of Abumet and/or its affiliates. The Customer shall not disclose any such confidential information to any third party and shall not use any such confidential information for any purpose other than as agreed by the parties and in conformance with the purchase transaction contemplated herein.

16.⁠ ⁠ASSIGNMENT AND SETOFF

  • The Customer shall not assign any of its rights under the Contract without the prior written consent of Abumet. The Customer shall have no right to withhold or reduce any payments or to set off existing or future claims under any other agreement that the Customer may have with Abumet or any of its affiliates against any payments for the Works, and the Customer agrees to pay the amounts hereunder regardless of any claimed setoff which may be asserted by the Customer or on its behalf. However, the Customer shall have the right to offset claims that have been agreed by Abumet in writing to be so set off or which have been established through a non-appealable judgment.

17.⁠ ⁠FORCE MAJEURE

  • 17.1. If any party is or will be prevented from performing any of its obligations under the Contract due to the occurrence of any Force Majeure event, then it shall give notice to the other party of the event or circumstance constituting the Force Majeure and shall specify the obligations, the performance of which is or will be prevented. The notice shall be given within seven (7) days after the Party became aware or should have become aware of the relevant event or circumstance constituting Force Majeure. This Clause 18.2 shall not apply to payments due to be made to Abumet by the Customer.
  • 17.2. If necessary, Abumet shall suspend the execution of the Works and shall be entitled to demobilise Abumet’s equipment and personnel from the Site.
  • 17.3. A party shall give notice to the other party when it ceases to be affected by the Force Majeure event and shall immediately resume the performance of its obligations.
  • 17.4. If performance of the Contract is substantially prevented due to Force Majeure for a continuous period of 60 days, then either party may, by written notice to the other, terminate the Contract. After such termination, Abumet shall be entitled to payment in accordance with sub-clause 15.2 above.
  • 17.5. Each Party shall at all times use all reasonable endeavours to minimise any delay in the performance of the Contract as a result of Force Majeure.

18.⁠ ⁠GOVERNING LAW AND DISPUTE RESOLUTION

  • 18.1. These General Conditions and the Contract between the Customer and Abumet shall be construed and interpreted in all respects in accordance with the laws of the Federal Republic of Nigeria.
  • 18.2. Disputes between the Customer and Abumet arising out of, in connection with, or as a consequence of the Contract which cannot be settled amicably within thirty (30) days from the date a party notifies the other of the dispute, shall disbarring the competent court, be finally settled by arbitration comprising a panel of three (3) arbitrators in accordance with the provisions of the Arbitration and Mediation Act, 2023. However, if the claim under dispute is N1 billion or less, then the arbitration shall be conducted by a sole arbitrator jointly appointed by the parties within thirty (30) days after the dispute is submitted to arbitration, failing which the sole arbitrator shall be appointed expeditiously by the Chairperson of the Chartered Institute of Arbitration, UK, Nigeria Chapter.
  • 18.3. The venue of the arbitration shall be Abuja, Nigeria, and the language of the proceedings shall be English. The parties shall be bound by the award and shall jointly bear the cost of the arbitrators. Each party shall bear its own costs of the arbitration.

19.⁠ ⁠MISCELLANEOUS

  • 19.1. These General Conditions, the Offer, and the Customer’s acceptance, respectively, the Customer’s order and Abumet’s order confirmation (all excluding any Customer terms and conditions, and to the extent legally possible, excluding terms implied by applicable laws) constitute the entire agreement and understanding of the parties with respect to its subject matter. Each of the parties acknowledges that, in entering into the Contract, it has not relied on any oral or written representation, warranty, or other assurance (except as provided for or referred to in these General Conditions) and waives all rights and remedies which might otherwise be available to it.
  • 19.2. Abumet reserves the right, at its sole discretion, to update, change, or replace any part of these General Conditions by posting updates and changes to its website. It is the responsibility of the Customer to check Abumet’s website periodically for changes. The Customer’s continued use of or access to Abumet’s website or the Products and/or the Services following the posting of any changes to these General Conditions constitutes acceptance of those changes. The Customer can review the most current version of these General Conditions at any time on this page of Abumet’s website.
  • 19.3. The headings contained in these General Conditions are included for mere convenience of reference and shall not affect the latter’s construction or interpretation.
  • 19.4. All descriptions and illustrations and particulars of weights and dimensions and performance criteria issued by Abumet in catalogues, price lists, advertising matter, and specifications are by way of general descriptions and approximate only and shall not form part of any contract with Abumet.
  • 19.5. Abumet may subcontract parts of the Works without the Customer’s consent, provided that Abumet shall be responsible for the performance of its subcontractors.
  • 19.6. Failure or delay by a party in enforcing or partially enforcing any provision of the Contract shall not be construed as a waiver of any of its rights under the Contract.
  • 19.7. If any provision of the Contract is found to be invalid or unenforceable in whole or in part, the validity of the other provisions and the remainder of the provision in question shall not be affected by that invalidity or unenforceability.
  • 19.8. Any terms and conditions which by their nature extend beyond expiration or termination of the Contract shall survive and remain in effect.
  • 19.9. These General Conditions are not intended to be for the benefit of and shall not be enforceable by any person who is not named at the date at which the order is placed, and neither party can declare itself a trustee of the rights under it for the benefit of any third party.
  • 19.10. Any other terms and conditions or provisions proposed by the Customer, whether orally or in writing, shall be of no effect, and the supply of the Products and/or performance of the Services by Abumet shall not constitute acceptance of such terms and conditions or provisions.
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