GENERAL PURCHASE ORDER TERMS AND CONDITIONS

1. APPLICABILITY

a) These Purchase Order Terms and Conditions (the "Terms") govern any purchase order issued by [INSERT STRUCTURED ENTITY] (the "Buyer") (the "Purchase Order"). The issuance of the Purchase Order to the party identified as the seller in the Purchase Order (the "Vendor") is an offer by the Buyer for the purchase of goods specified in the Purchase Order (the "Goods") from the Vendor in accordance with and subject to these Terms. The Terms together with the terms of the Purchase Order are referred to herein as the "PO".

b) The Purchase Order, together with any documents incorporated therein by reference, constitutes the sole and entire agreement of the parties with respect to the PO, and supersedes all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral, with respect to the subject matter of the PO.

c) The PO's terms and conditions prevail over any terms or conditions contained in any other documentation and expressly exclude any of the Vendor's general terms and conditions of sale or any other document issued by the Vendor in connection with the PO.

d) These Terms apply to any repaired or replacement Goods provided by the Vendor hereunder.

2. ACCEPTANCE

The PO is not binding on the Buyer until the Vendor accepts the PO by signing and returning the Purchase Order and providing the Buyer written notification of its performance within two (2) business days of the Buyer's issuance PO. If the Vendor does not accept the PO within two (2) business days of the Buyer's issuance thereof, the PO will lapse. The Buyer may withdraw the PO at any time before it is accepted by the Vendor.

 

3. DELIVERY DATE

e) Subject to Clause 4, the Vendor shall deliver the Goods in the quantities and on the date(s) specified in the Purchase Order; if no delivery date is specified in the Purchase Order, the Vendor shall deliver the Goods within the period stated on the Purchase Order (the "Delivery Date"). Timely delivery of the Goods is of the essence.

f) If the Vendor fails to deliver the Goods in full on the Delivery Date, the Buyer, in its sole discretion, may: (a) agree in writing to a different Delivery Date; or (b) terminate the PO immediately, without liability to the Vendor, by providing written notice to the Vendor, and the Vendor shall indemnify the Buyer against any losses, claims, damages, and reasonable costs and expenses attributable to the Vendor's failure to deliver the Goods on the Delivery Date.

g) The Buyer has the right to return any Goods delivered prior to the Delivery Date at the Vendor's expense, and the Vendor shall redeliver such Goods on the Delivery Date.

4. QUANTITY

h) The Vendor shall in no event deliver to the Buyer less than the quantity of Goods ordered except with the Buyer's express prior written consent, which may be withheld in the Buyer's discretion.

i) If the Vendor delivers more than 5% of the quantity of Goods ordered, the Buyer may reject any or all excess Goods. Any such rejected Goods shall be returned to the Vendor at the Vendor's risk and expense. The total Price (as hereinafter defined) for the Goods shall be adjusted on a pro rata basis to include any excess Goods not rejected by the Buyer.

5. DELIVERY POINT

The Vendor shall deliver the Goods to the address specified in the Purchase Order (the "Delivery Point") during the Buyer's normal business hours or as otherwise instructed by the Buyer in writing.

6. SHIPPING TERMS

a) Delivery shall be made at the Delivery Point in accordance with the terms in the Purchase Order.

b) Title passes to the Buyer upon delivery of the Goods to the Delivery Point. The Vendor bears all risk of loss or damage to the Goods until delivery of the Goods to the Delivery Point.

c) The Vendor shall be responsible for arranging the shipping of the Goods to the Buyer according to the Buyer's instructions or, if there are no instructions, in a manner sufficient to ensure that the Goods are timely delivered in undamaged condition and in compliance with the terms and conditions of the PO, industry standards, and applicable law.

d) The Vendor shall bear all costs of carriage and insuring the Goods in transit to the Delivery Point. Unless otherwise specified in the Purchase Order. The Price (defined below) includes all insurance, customs duties, packaging, and transportation costs to the Delivery Point.

e) The Vendor shall give written notice of shipment to the Buyer when the Goods are delivered to a carrier for transportation. The Vendor shall provide the Buyer all shipping documents, including, but not limited to, the commercial invoice, packing list, bill of lading, and any other documents necessary to release the Goods to the Buyer within five (5) business days after the Vendor delivers the Goods to the transportation carrier. The Purchase Order number must appear on all shipping documents, shipping labels, bills of lading, air waybills, invoices, correspondence, and any other documents pertaining to the PO.

f) Unless otherwise specified in the Purchase Order, the Vendor may not make partial shipments of Goods to the Buyer.

g) All goods shall be packed for shipment in accordance with applicable law and industry standards and according to the Buyer's instructions or, if there are no instructions, in a manner sufficient to ensure that the Goods are delivered in undamaged condition. the Vendor must provide the Buyer prior written notice if it requires the Buyer to return any packaging material. Any return of such packaging material shall be made at the Vendor's expense.

7. AMENDMENT AND MODIFICATION

No change to the PO is binding upon the Buyer unless it is in writing, specifically states that it amends the PO, and is issued by an authorized representative of the Buyer.

8. INSPECTION AND REJECTION OF NONCONFORMING GOODS

a) The Buyer has the right to inspect the Goods on or after the Delivery Date. The Buyer, at its sole option, may inspect all or a sample of the Goods, and may reject all or any portion of the Goods if it determines the Goods are damaged, defective, or otherwise nonconforming.

b) If the Buyer rejects any portion of the Goods, the Buyer has the right, at its sole option and effective upon written notice to the Vendor, to: (a) terminate the PO in its entirety, without liability to the Vendor; (b) accept the Goods at a reasonably reduced price; or (c) require repair or replacement of the rejected Goods.

c) If the Buyer requires repair or replacement of the Goods, the Vendor shall, at its risk and expense, promptly/within a period specified by the Buyer in writing, repair or replace the rejected Goods and pay for all related expenses, including, but not limited to, transportation charges for the return of the rejected Goods and the delivery of repaired or replacement Goods.

d) If the Vendor fails to timely deliver repaired or replacement Goods, the Buyer may replace them with goods from a third party and charge the Vendor the cost thereof and terminate the PO for cause pursuant to these Terms.

e) Any exercise by the Buyer of its rights and remedies under this Clause 8 shall not reduce the Vendor's obligations or the Buyer's rights and remedies under the PO or applicable law, and the Buyer shall have the right to conduct further inspections after the Vendor has carried out any remedial actions.

 

9. PRICE

a) The price of the Goods is the price stated in the Purchase Order (the "Price"). Unless otherwise specified in the PO, the Price includes all fees and applicable taxes, including, but not limited to, all sales, use or excise taxes.

b) No increase in the Price is effective, whether due to increased material, labour, or transportation costs or otherwise, without the prior written consent of the Buyer.

10. PAYMENT TERMS

a) The Vendor shall issue an invoice to the Buyer on or any time after the completion of delivery and only in accordance with the Terms. the Buyer shall pay all properly invoiced and undisputed amounts due to the Vendor within the period stated on the face of the Purchase Order.

b) In the event of a payment dispute, the Buyer shall deliver a written statement to the Vendor no later than five (5) business days prior to the date payment is due on the disputed invoice listing all disputed items and providing a reasonably detailed description of each disputed item. Amounts not so disputed are deemed accepted and must be paid, notwithstanding disputes on other items, within the period set forth in this Clause 10.

11. SETOFF

Without prejudice to any other right or remedy it may have, the Buyer reserves the right to set off at any time any amount owing to it by the Vendor against any amount payable by the Buyer to the Vendor under the PO.

12. WARRANTIES

The Vendor represents, warrants, and covenants to the Buyer that:

a) For a period of one (1) year from the Delivery Date, all Goods will: (i) be free from any defects in workmanship, material, and design; (ii) conform to applicable specifications, drawings, designs, samples, and other requirements specified by the Buyer; (iii) be fit and safe for their intended purpose and operate as intended; and (iv) be merchantable.

b) No claim, lien, or action exists or is threatened against the Vendor that would interfere with the Buyer's use or sale of the Goods.

c) The Goods do not and will not infringe or misappropriate any third party's patent or other intellectual property rights; and

d) The Buyer will receive good and valid title to the Goods, free and clear of all encumbrances and liens of any kind.

e) These warranties survive any delivery, inspection, acceptance, or payment of or for the Goods by the Buyer. These warranties are cumulative and in addition to any other warranty provided by law or equity. If the Buyer gives the Vendor notice of noncompliance with this Clause,  in addition to other remedies available to the Buyer under the PO or at law or equity, the Vendor shall, at its own cost and expense, promptly replace or repair the defective or nonconforming Goods and pay for all related expenses, including, but not limited to, transportation charges for the return of the defective or nonconforming goods to the Vendor and the delivery of repaired or replacement Goods to the Buyer.

13. GENERAL INDEMNIFICATION

The Vendor shall defend, indemnify, and hold harmless the Buyer and its subsidiaries, affiliates, successors or assigns, and their respective directors, officers, shareholders, managers, members, advisors, employees (collectively, "Indemnitees") against any and all loss, injury, death, damage, liability, claim, deficiency, action, judgment, interest, award, penalty, fine, cost, or expense, including, but not limited to, attorney and professional fees and costs and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers (collectively, "Losses"), arising out of or occurring in connection with the Goods or the Vendor's negligence, willful misconduct, or breach of the PO.

 

14. INTELLECTUAL PROPERTY INDEMNIFICATION

The Vendor shall, at its expense, defend, indemnify, and hold harmless the Buyer and any other Indemnitee against any and all Losses arising out of or in connection with any claim that the Buyer's or such Indemnitee's use or possession of the Goods infringes or misappropriates the patent, copyright, trade secret, or other intellectual property right of any third party. In no event shall the Vendor enter into any settlement without the Buyer's or, as applicable, another Indemnitee's prior written consent.

15. INSURANCE

a) During the term of the PO and until the delivery of the Goods, the Vendor shall, at its own expense, maintain and carry insurance in full force and effect with limits no less than the aggregate value of the Goods with reputable insurers.

b) Upon the Buyer's request, the Vendor shall provide the Buyer with a certificate of insurance from the Vendor's insurer evidencing the insurance coverage specified in this Clause 15. The certificate of insurance shall name the Buyer as an additional insured. The Vendor shall provide the Buyer with five (5) business days' advance written notice in the event of a cancellation or material change in the Vendor's insurance policy.

16. COMPLIANCE WITH LAW

The Vendor is in compliance with and shall comply with all applicable laws, regulations, and ordinances. the Vendor has and shall maintain in effect all the licenses, permissions, authorizations, consents, and permits that it needs to carry out its obligations under the PO.

17. TERMINATION

a) The Buyer may terminate the PO, in whole or in part, at any time with or without cause for undelivered Goods within five (5) days' prior written notice to the Vendor.

b) In addition to any other remedies that may be provided under these Terms or otherwise, the Buyer may terminate the PO with immediate effect upon written notice to the Vendor if the Vendor has not performed or complied with the PO, in whole or in part.

c) If the the Vendor becomes insolvent, is generally unable to pay, or fails to pay, its debts as they become due, 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, then the Buyer may terminate the PO upon five (5) days’ notice to the Vendor.

d) If the Buyer terminates the PO for any reason, the Vendor's sole and exclusive remedy is payment for the Goods received and accepted by the Buyer prior to the termination.

18. WAIVER

No waiver by any party of any of the provisions of the PO shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in the PO, no failure or delay in exercising any right, remedy, power, or privilege arising from the PO shall operate or be construed as a waiver thereof.

19. CONFIDENTIAL INFORMATION

All non-public, confidential, or proprietary information of the Buyer, including, but not limited to, specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts, or rebates, disclosed by the Buyer to the Vendor, whether disclosed orally or disclosed or accessed in written, electronic, or other form or medium, and whether or not marked, designated, or otherwise identified as "confidential," in connection with the PO is confidential, may only be used for the purpose of performing the PO and may not be disclosed unless authorized by the Buyer in writing. Upon the Buyer's request, the Vendor shall promptly return all documents and other materials received from the Buyer.

  

20. FORCE MAJEURE

No party shall be liable or responsible to the other party, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations of the Buyer to make payments to the Seller hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the impacted party's ("Impacted Party") reasonable control, including, without limitation, the following force majeure events ("Force Majeure Event(s)"): (a) acts of God; (b) flood, fire, earthquake, epidemics, pandemics or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or actions; (e) embargoes or blockades in effect on or after the date of this Agreement; (f) national or regional emergency; (g) strikes, labor stoppages or slowdowns, or other industrial disturbances; (h) telecommunication breakdowns, power outages or shortages, lack of warehouse or storage space, inadequate transportation services, or inability or delay in obtaining supplies of adequate or suitable materials; and (i) other similar events beyond the reasonable control of the Impacted Party. The Impacted Party shall give notice within five days of the Force Majeure Event to the other party, stating the period of time the occurrence is expected to continue. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. In the event that the Impacted Party's failure or delay remains uncured for a period of sixty (60) consecutive days following written notice given by it under this clause, either Impacted Party/the other party may thereafter terminate this Agreement upon five (5) days' written notice.

21. ASSIGNMENT

The Vendor shall not assign, transfer, delegate, or subcontract any of its rights or obligations under the PO without the prior written consent of the Buyer.

22. GOVERNING LAW AND DISPUTE RESOLUTION

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.

23. SEVERABILITY

If any term or provision of the PO is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of the PO or invalidate or render unenforceable such term or provision in any other jurisdiction.