Terms and Conditions of Sale – RADAD International (Cocoa Exports)

1. Definitions and Interpretation:

2. Shipping Terms:

• 2.1 Free On Board (FOB): Under FOB, Seller’s responsibility is to deliver and load the goods on board the vessel at the named port of shipment, properly packed and with export customs clearance completed. Seller’s risk and liability end once goods pass the ship’s rail at the loading port. Buyer’s responsibility begins at that point.

• The Buyer must arrange, at its own cost, the main carriage (sea freight), cargo insurance, import clearance, local duties and taxes, and inland delivery from destination port. Buyer must also timely present shipping instructions and documents to carrier and handle any import inspections or delays. Seller will provide the necessary export documents, but the Buyer is responsible for import documentation and procedures at destination.

• 2.2 Cost, Insurance, Freight (CIF): Under CIF, Seller delivers and loads the goods on board the vessel at the port of shipment, and also pays for standard ocean freight and insurance up to the named destination port. Seller bears risk up to the point of loading (same point as FOB); Seller contracts and pays for minimum insurance covering the goods during transit. 

• Buyer’s risk effectively begins once the goods are on board, although Seller’s insurance covers loss or damage during transit. Buyer must handle all import formalities, duties, taxes, and any costs beyond basic freight and insurance. Buyer is responsible for obtaining any additional insurance beyond Seller’s standard coverage and for any charges after arrival at destination (e.g. port handling, customs clearance, demurrage).

• 2.3 Common Obligations and Risks: Under both arrangements, Seller must provide goods conforming to the contract quality and quantity, and prepare all required export documentation. Seller shall not be liable for delays or additional costs arising from Buyer’s failure to provide timely instructions, or from Buyer’s chosen shipping or insurance arrangements (under FOB).

• Conversely, Buyer’s failure to take timely delivery, clear customs, or pay local charges (under either term) may result in demurrage or penalty fees for which Buyer alone is responsible. In all cases, risk passes to Buyer per the chosen Incoterm: when goods cross the ship’s rail at loading (FOB/CIF). Any additional costs, taxes or liabilities due to changes in regulations or port conditions shall be borne by the party responsible under the applicable Incoterm.

3. Payment Terms:

• 3.1 Standard Payment: For orders at or above the MOQ (18 MT), Buyer shall pay 60% of the invoice value as an advance deposit before processing of the order.
• The remaining 40% shall be paid against submission of complete Shipping Documents, but no later than the date of shipment or within [specified] days of the invoice (whichever is earlier).

• Payments must be made by irrevocable bank transfer (telegraphic transfer) and be received net of all bank charges and deductions. If Buyer’s bank deducts any fees, Buyer must reimburse Seller so the full invoiced amount is received.

• Any delay in payment shall entitle Seller to suspend shipment or cancel the order (see Termination).

• 3.2 Orders Below MOQ: For orders below 18 MT, payment of 100% of the invoice value is required upfront before any shipping arrangements. Such orders will only be processed and released after full payment is confirmed. This recognizes the higher handling costs and risk for small-volume shipments.

• 3.3 Late or Partial Payment: Time is of the essence for payment. Late payments may incur interest at the rate of 2% per month or the maximum rate allowed by law, calculated from due date until receipt.
• Seller reserves the right to postpone shipment, charge storage fees, or terminate the contract for material breach if payment terms are not strictly met.

• 3.4 Retention of Title: Ownership of the Goods remains with Seller until Seller has received payment in full of all amounts due under this contract (including any interest or costs).
• Buyer acknowledges that if Buyer fails to pay, Seller may recover or repossess the goods at Buyer’s expense without notice. Risk passes to Buyer per the Incoterm when goods are loaded as above, but title and ownership do not transfer until full payment.

4. Order Processing and Shipping Documentation:

• Order Processing: Seller shall organize procurement, quality inspection, packaging, and inland transport to the port of loading. This process will begin within 7 calendar days after receipt of the required advance payment, assuming all product specifications, export licenses and Buyer instructions are complete.

• If export clearance processes or quality testing are delayed beyond the normal schedule (e.g. due to force majeure or regulatory inspections), Seller will inform Buyer and use reasonable efforts to resume processing as soon as possible.

• Export Clearance: Seller’s export department will prepare and submit all necessary export documentation and clear the goods through Nigerian customs. Export clearance is estimated to take up to 4 working days once the order is ready for clearance.

• Seller will bear costs of normal export permits, certificates, and official inspections required by Nigerian law. Any delays in clearance due to additional inspections or compliance issues will be communicated promptly, but Seller will not be liable for delayed shipments beyond its control.

• Shipping Documents: Upon shipment, Seller will prepare the following documents for each consignment (scanned copies sent by email and originals forwarded by courier):
   
  • • Commercial Invoice: stating quantity, price, total value, buyer/seller details, and contract number.
   
  • • Packing List: detailing packaging, weight, and volume of each package/container.
   
  • • Phytosanitary Certificate: issued by authorities certifying the goods meet plant health regulations.
   
  • • Certificate of Origin: certifying that the cocoa was grown/processed in Nigeria (or origin specified).
   
  • • Material Safety Data Sheet (MSDS): safety information for cocoa products during handling.
   
  • • Certificate of Analysis: laboratory analysis of product specifications (moisture, quality parameters).
   
  • • Fumigation Certificate: if applicable, certifying compliance with fumigation requirements.
   
  • • Bill of Lading (B/L): the negotiable ocean cargo document (clean on board) issued by the carrier, showing goods loaded.
   
• Seller may include other required certificates (e.g., weight certificates, Hazard Analysis Critical Control Point (HACCP), or sustainability certificates if required by Buyer’s market).

• Buyer shall provide any specific consignee or delivery instructions well before shipment. Seller will forward scanned documents by email within 48 hours of vessel departure; original documents will be couriered to Buyer’s address within one week after shipment. Seller is not responsible for courier delays or loss of documents after dispatch; Buyer should allow for delivery time or arrange express delivery if needed.

• Transit Time: Estimated sea transit time from loading port (e.g. Lagos) to major international destinations is typically 32–38 days. This may vary based on the shipping line, route, and port rotation.

• Buyer should plan accordingly. Seller will endeavor to use reputable carriers, but transit time is not guaranteed. Any demurrage or detention at the destination port (beyond the free time provided by the shipping line) will be for Buyer’s account.

5. Inspection and Sampling:

• Sample Provision: RADAD International offers free samples of up to 250 grams (per variety, if applicable) on request for quality evaluation. Requests for sample shipments should be made before order confirmation. Samples beyond 250 grams will be provided only if Buyer agrees to pay for the additional quantity and shipping costs.

• Sampling Costs: If Buyer orders a sample larger than 250g, the cost of the sample quantity will be invoiced to Buyer and must be prepaid before shipment. Buyer shall also bear all freight charges and any import duties for sending samples.

• Quality and Inspection: Seller maintains standard pre-shipment quality inspections and will match the contracted grade and specifications.
• Buyer (or Buyer’s representative) may appoint an independent inspector at the loading port, provided that such inspection (including sampling) is at Buyer’s expense and does not delay shipment beyond the agreed loading window.

• Any dispute about quality or weight must be raised in writing within 3 business days of arrival at Buyer’s facility; if not raised in time, the shipment shall be deemed accepted.

6. Buyer Responsibilities:

• Import Clearance: Buyer is responsible for obtaining any import licenses, clearances, and paying any import duties, taxes, or port charges at the destination. Seller’s obligations end once goods are on board (FOB/CIF risk point), and Buyer must arrange customs clearance promptly on arrival.

• Failure to clear goods can result in demurrage, fines, or even forfeiture, all of which are for Buyer’s account.

• Licensed Clearing Agent: Buyer must engage a licensed customs clearing agent or broker at the destination port to handle unloading, customs formalities, and delivery. Buyer shall provide accurate consignee and delivery instructions to Seller and the carrier well in advance.

• Notification and Coordination: Upon shipment, Seller will notify Buyer of the vessel name and arrival schedule.

• Buyer must track the shipment and ensure readiness to receive the cargo.

• Buyer should communicate with the shipping line or port terminal immediately when the vessel arrives to arrange unloading and free time, in order to avoid demurrage or detention charges.

• Timely Receipt of Documents: Buyer shall arrange for payment and pick-up of original documents so that goods can be cleared and collected without delay. Any hold-ups due to failure to take delivery or delays in document handling shall not be the liability of Seller.

• Compliance with Contract: Buyer must comply with any contractual specifications (packaging, containerization, labeling) and notify Seller promptly of any changes in shipping instructions.

• Buyer shall not refuse or delay acceptance of goods that conform to the contract. If Buyer insists on changes after shipment, any extra costs or risks shall be borne by Buyer.

• Insurance (FOB cases): For FOB shipments, Buyer must arrange adequate cargo insurance for the journey.
• For CIF shipments, Seller provides minimum insurance (typically Institute Cargo Clauses (A) or equivalent), but Buyer may choose to purchase additional coverage for specific risks (e.g. theft, war risks).

7. Dispute Resolution:

• Amicable Negotiation: The parties shall first attempt to resolve any disagreement or claim in good faith through direct negotiation or informal mediation. A party raising a dispute must give written notice detailing the issue and allow 30 days for amicable resolution.

• Mediation: If the parties cannot resolve the dispute through negotiation within 30 days of notice, they agree to submit the dispute to non-binding mediation administered by a mutually agreed institution (Lagos Court of Arbitration) or a mediator acceptable to both parties. Costs of mediation shall be shared equally.

• Arbitration: If the dispute is not settled by mediation within a further 30 days, it shall be finally resolved by arbitration.

Governing Law:

8. Force Majeure:

• Notification: A party claiming force majeure must promptly notify the other party in writing of the occurrence of such event, its expected duration, and the extent of its impact on performance.

• Suspension: The obligations of the affected party are suspended for the duration of the force majeure event. Both parties shall use reasonable efforts to mitigate the impact and resume performance as soon as possible after the event ends.

• No Compensation: The other party shall not seek damages or terminate for delays due to force majeure. The affected party shall not incur liability for non-performance or delays resulting from such events, except for non-payment of sums already due.

• Long-term Force Majeure: If a force majeure event continues for more than [90] days, either party may, by written notice, terminate the affected contract without further liability (except for payment of goods already delivered). All outstanding payment obligations for delivered goods shall remain in force.

9. Confidentiality:

10. Termination:

• 10.1 By the Seller: Seller may terminate or suspend performance if Buyer fails to make any payment when due, or breaches a material obligation (including failure to provide timely documentation or clearances), and does not cure such breach within 7 days after receiving written notice.
• Seller may also terminate if Buyer becomes insolvent, bankrupt, or otherwise unable to meet its obligations.

• 10.2 By the Buyer: Buyer may only terminate for cause, such as Seller’s fundamental breach (e.g. delivering non-conforming goods). Buyer must give Seller written notice of breach and at least [15] days to cure before terminating.

• 10.3 Consequences of Termination: Upon termination, Buyer shall pay for all goods shipped or in progress and any costs incurred by Seller up to the termination date.
• If Buyer cancels after goods have been shipped, Buyer forfeits any advance payments and must accept the goods with payment due under Section 3.
• Seller retains any remedies available under law for Buyer’s breach. Termination does not affect rights that accrued before termination or obligations (such as confidentiality) intended to survive.

11. Limitation of Liability:

• Seller’s liability under this contract (including for negligence) shall be limited to direct losses up to the total amount paid by Buyer for the affected goods.
• In no event shall Seller be liable for any indirect, incidental, special, consequential or punitive damages, including but not limited to loss of profit, loss of business, loss of goodwill, or other economic loss, even if advised of their possibility.
• Except as expressly set out in writing, all warranties (including implied warranties of merchantability or fitness for a particular purpose) are excluded to the maximum extent permitted by law.

12. Amendments and Waiver:

13. Compliance with Laws and Ethics:

• 13.1 Anti-Bribery and Corruption: Buyer and Seller each warrant that they shall comply with all applicable anti-bribery, anti-corruption and anti-money laundering laws (including the Nigerian Corrupt Practices Act, the US Foreign Corrupt Practices Act, the UK Bribery Act, and equivalent laws).
• Neither party shall offer or accept any bribe, kickback, or other improper payment or benefit in connection with the sale or shipment of goods. Violation of this clause is a material breach and grounds for immediate termination and legal action.

• 13.2 Environmental and Social Responsibility: Seller represents that the goods are produced and sourced in compliance with environmental laws and industry standards (for example, regarding deforestation-free cocoa sourcing, chemical use, waste management, and worker safety).
• Buyer shall handle and dispose of the products and packaging according to applicable environmental and safety regulations in the destination country.
• Both parties agree to uphold ethical labor standards and not to use child labor or violate human rights in connection with this transaction.

• 13.3 Trade Controls and Sanctions: Both parties must observe all applicable export control, trade sanctions, customs, and import laws. Buyer shall not re-export the goods to any embargoed country or entity.
• If any approval is required for export or re-export of the goods, Buyer shall obtain and bear the cost of such licenses or authorizations. Seller is not liable for any violation of import or export regulations by Buyer.

• 13.4 Product Safety and Compliance: The cocoa products will comply with the quality and safety standards stated in the contract or industry norms.
• Buyer is responsible for any further processing or use of the products and must comply with food safety regulations in its jurisdiction (e.g. permitted levels of contaminants, labeling requirements).

14. Miscellaneous: (General Provisions)

• Notices: Any notice required under this contract must be in writing and sent by email or courier to the addresses specified in the contract. Notices are deemed given on the date of delivery (email) or three days after mailing (courier).

• Entire Agreement: These Terms, together with the Seller’s quotation and any related order confirmation, constitute the entire agreement between the parties.
• They supersede all prior negotiations, representations, or agreements (oral or written) relating to the subject matter. If any provision is found invalid or unenforceable, it shall be severed, and the remainder shall remain in full force.

• Assignment: Buyer may not assign or transfer its rights or obligations under this contract without Seller’s prior written consent, and any unauthorized attempt to assign is void.
• Seller may assign its rights to an affiliate or in connection with a financing arrangement.

Language:

• This agreement is written in English, which shall be the controlling language for all purposes. Any translation is for convenience only.

Conclusion: