• These general terms and conditions of sale of Abumet Nigeria Ltd. (the “General Conditions”) apply to, and form an integral part  of, all quotations and offers for the delivery of goods (“Products”) made by Abumet Nigeria Ltd. (“Abumet”) to any customer (“Customer”)  and any acceptance, acknowledgement or confirmation by Abumet of any request for the delivery of Products by any Customer and any  contracts regarding the sale by Abumet and purchase by a Customer of Products, also for future business transactions, unless and to the  extent Abumet explicitly agrees to otherwise in writing.
• Offers of Abumet are open for acceptance within the period stated by Abumet in the offer or, if no period is stated, within thirty (30)  days from the date of the offer, but any offer may be withdrawn or revoked by Abumet at any time prior to the receipt by Abumet of  Customer’s acceptance thereof.
• No request for the delivery of Products submitted by the Customer shall be deemed accepted by Abumet unless and until confirmed  in writing by Abumet.

• The prices in any offer or confirmation of Abumet and any contract shall be exclusive of VAT, and based on delivery at the place of  delivery in accordance with clause.
• The prices are based on quantities agreed or indicated in the contract and the date agreed for delivery. Abumet reserves the right  to adjust the price if the Customer fails to take delivery of the indicated quantity or within the agreed delivery period.
• The prices do not include any taxes, duties or similar levies enacted after the date of any offer or confirmation of Abumet, applicable  to the Products. Abumet will add such taxes, duties and similar levies to the sales price.
• The Customer shall pay for the Products (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 respectively order confirmation of Abumet. Time for payment shall be of the essence.  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 invoice.
• Payments are to be made by bank transfer to the account of Abumet specified in the invoice. Unless the Abumet reference number  of the quotation respectively the order confirmation is clearly specified when payment is made, Abumet may appropriate any payment  made by the Customer as Abumet thinks fit.
• In the event of default in payment by the due date, Abumet shall be entitled to charge interest on money overdue at a rate of five  (5) percentage points above the Prevailing Monetary Policy Rate as published by the Central Bank of the federal Republic of Nigeria until  payment in full is made. Without prejudice to its entitlement to payment of interest, Abumet shall at its discretion be entitled to suspend  delivery or terminate the contract in respect of any undelivered Products.

• Delivery dates communicated or acknowledged by Abumet shall be treated as being approximate only, and Abumet shall not be  liable for, nor shall Abumet be in breach of its obligations to Customer, for any delivery made within a reasonable time before or after the  communicated delivery date. Abumet agrees to use commercially reasonable efforts to meet the delivery dates communicated or  acknowledged by it.
• The place of delivery shall be the place designated by Abumet in the offer or confirmation or, if no such place is specified, the  Abumet manufacturing facility.
• 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.
• 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 5 shall apply accordingly.
• 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.
• 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.

Abumet reserves the right to modify the Products 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 accordingly Abumet reserves the right to change specifications  without prior notification or public announcement, provided that nothing in this clause shall oblige the Customer to accept Products which  do not reasonably comply with the Contract.

• If Customer fails to give all necessary instructions and documents for the Products to be delivered, or Customer shall otherwise  cause or request a delay, Abumet shall be entitled to put the Products in storage.
• Abumet shall be entitled to withhold delivery and put the Products in storage if Customer owes any amounts or is in arrears with  payment. General Terms and Conditions of Sale (2019.06)
• 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), or (b) sell the Products and (after deducting all storage, selling and other relevant cost and expenses) charge the Customer  for any shortfall below the contract price.
• Where Abumet arranges storage on the Customer’s behalf or for a reason in Clauses 3.3, 5.1 or 5.2, 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, for storage and other relevant costs an amount equal to 0.2% of the agreed price of the Product(s) in storage per calendar day as lump  sum compensation. This compensation shall be due and payable weekly in arrears.

• The risk of loss in or damage to the Products shall pass to Customer upon delivery by Abumet. 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 Products.
• 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.
• Abumet shall be entitled to bring an action for the payment whether or not the property in the Products has passed.
• 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.
• The Customer has the right to resell the Products 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.

• At the time of delivery, the Products shall correspond with their specification and shall be free from defects in material and  workmanship, subject to the following conditions. Abumet shall be under no liability in respect of:
  • any defect in the Products arising from designs or specifications supplied to Abumet by the Customer; 7.1.2 any defect arising from the Customer’s failure to use and store the Products;
  • any defect arising as a result of excessive wear and tear, the Products being incorrectly fitted, subjected to neglect, carelessness  or abnormal conditions, accident, or any attempt at repair, replacement or modification has been made without the prior written agreement  of Abumet;
• Abumet shall be under no liability under clause where the terms of payment set out in clause 2 have not been complied with by  the Customer. 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 when exercising best  endeavours when examining the Products upon delivery.
• Abumet does not give any warranty of fitness for a particular purpose or of merchantability.
• If a 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 Products.

• The following sets out Abumet’s liability to the Customer arising out of or in connection with the delivery or any failure to deliver  Products under these General Conditions, whether in contract or tort, including negligence, and are the Customer’s sole remedies in  respect of any act or default on the part of Abumet.
• Abumet will accept liability for death or personal injury resulting from its negligence, for fraud or for fraudulent misrepresentation,  and for any other liability which cannot be excluded by law.
• Abumet will accept liability for direct physical damage to the tangible property of the Customer to the extent that it is caused by the negligence of Abumet, subject to the exclusions set out in clause 8.6 and up to a maximum limit of 200% of the Product price in aggregate.
• Abumet will not be liable for any defect or other non-compliance of a Product with the contract, notified after the expiry of six (6)  months after the agreed delivery date.
• Except as provided in clauses 8.2 and 8.3, Abumet’s total liability in respect of any one default will not exceed 100 % of the total  purchase price of all the Products in respect of which Abumet is in default. If a number of defaults give rise to substantially the same loss  or are attributable to the same or similar cause, then they will be regarded as giving rise to only one claim. Abumet will be given a  reasonable opportunity to remedy any default.
• Except as provided in clause 8.2 Abumet will not be liable for:
• loss of business, revenue, profits, anticipated savings (even where the same arise directly from a breach of these General  Conditions); or special, indirect or consequential loss, even if such loss is foreseeable by or in the contemplation of Abumet, or for any claim  made against the Customer by any other person.
• Except as expressly stated in this clause 8 all conditions and warranties implied, statutory or otherwise are excluded to the maximum  extent permitted by law.

• 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 compliance with the Customer’s design, specification  or instruction.
• Where design or documentation is embedded in or delivered with the Products, the sale of the Products 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 Abumet.
• All descriptions, drawings, software or other information supplied by Abumet will remain property of Abumet together with the  copyright in them.

• 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 bring action in accordance with clause 6.3 if:
  • a party commits a material breach of the contract and fails to remedy the same within 14 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
  • 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
  • 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
  • a party has reasonable cause to believe that any of these events is about to occur to the other party.

Customer acknowledges that all technical, commercial and financial data disclosed to Customer by Abumet and/or its affiliates is the  confidential information of Abumet and/or its affiliates. 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.

Customer shall not assign any rights under a contract without the prior written consent of Abumet. Customer shall have no right to withhold  or reduce any payments or to offset existing or future claims under any other agreement that Customer may have with Abumet or any of  its affiliates against any payments for Products, and Customer agrees to pay the amounts hereunder regardless of any claimed offset  which may be asserted by Customer or on its behalf. However, Customer shall have the right to offset claims that are undisputed by  Abumet or which have been established through a non-appealable judgment.

• Neither party shall be liable to the other for any breach arising from events beyond the reasonable control of the other party or its  sub-contractors or suppliers including but not limited to acts of God, war, riot, fire, strikes, terrorism, lock-outs or other forms of industrial  action.
• These General Conditions may not be amended, varied or modified except in writing signed by a duly authorised officer or  representative of each of the parties.
• Failure or delay by a party in enforcing or partially enforcing any provision of these General Conditions shall not be construed as a  waiver of any of its rights under any contract.
• If any provision of these General Conditions 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.
• 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.
• Disputes between the customer and Abumet arising out of, in connection with or as a consequence of the contract which cannot be settled  amicably, shall be finally settled by arbitration disbarring the competent court. Arbitration shall be held in Abuja in accordance with the  rules of arbitration of the Arbitration Act of the Federal Republic of Nigeria as in force at the date of contract. The language of the  proceedings shall be English.
• Any terms and conditions which by their nature extend beyond expiration or termination of these General Conditions shall survive  and remain in effect.
• 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.
• 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 by Abumet shall not constitute acceptance of such terms and conditions or provisions.
• 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.
• These General Conditions, Abumet’s offer and the Customer’s acceptance, respectively the Customer’s order and Abumet’s order  confirmation (all excluding any customer terms and conditions) constitute the entire agreement and understanding of the parties with  respect to its subject matter. Each of the parties acknowledges that, in entering into this 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.