Terms and Conditions of Sale

1. Definitions and Interpretation

1.1 In these Terms, unless the context otherwise requires, the following words and expressions have the following meanings:

“Affiliate” means, in relation to a party, any entity that directly or indirectly controls, is controlled by, or is under common control with that party.

“Business Day” means a day (other than a Saturday, Sunday or public holiday) on which banks are open for general business in Lagos, Nigeria and Dubai, United Arab Emirates.

“Buyer” means the person, company or other legal entity purchasing Products from Seller as identified in the Contract.

“Certificate of Analysis” means the laboratory report setting out the physical and chemical specifications of a given consignment of Products.

“Contract” means, collectively, the applicable Quotation and/or Proforma Invoice, any Order Confirmation issued by Seller, the Tax Invoice, and these Terms, each as accepted or issued in accordance with Section 2.

“Force Majeure Event” has the meaning given in Section 23.

“Goods” or “Products” means the cocoa beans, cocoa powder, cocoa nibs, cocoa mass/liquor, cocoa butter and other cocoa-derived products supplied by Seller as described in the Contract.

“Incoterms” means the International Commercial Terms published by the International Chamber of Commerce (ICC), Incoterms® 2020 edition, as may be updated or replaced from time to time and as incorporated into the Contract.

“Minimum Order Quantity” or “MOQ” means the minimum quantity per order specified in Section 4.

“Order Confirmation” means Seller’s written acknowledgment confirming acceptance of Buyer’s purchase order.

“Party” means Seller or Buyer, and “Parties” means both of them.

“Quotation” means a written offer issued by Seller specifying the Products, quantity, price and delivery terms available for purchase, valid for the period stated therein.

“Shipping Documents” means the documents described in Section 11.

“Writing” or “written” includes email and other electronic communication capable of being reproduced in tangible form, unless expressly stated otherwise.

1.2 Headings are for convenience only and do not affect interpretation. Words importing the singular include the plural and vice versa. References to any statute or regulation include any amendment, re-enactment or replacement of it.

2. Scope, Precedence and Formation of Contract

2.1 These Terms apply to all sales of Products by Seller, to the exclusion of any terms Buyer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing, unless expressly agreed in writing by an authorised representative of Seller.

2.2 A Contract is formed only when Seller issues a written Order Confirmation, or, in the absence of a separate Order Confirmation, when Seller processes Buyer’s order following receipt of the payment required under Section 6. A Quotation or Proforma Invoice does not, by itself, constitute a binding contract and remains subject to final order confirmation and, where applicable, product availability.

2.3 In the event of any conflict between the documents comprising the Contract, the following order of precedence applies, from highest to lowest: (a) the Order Confirmation; (b) the Quotation or Proforma Invoice; (c) these Terms; and (d) any other document referenced in the Contract. Notwithstanding the foregoing, Sections 18 (Indemnification), 19 (Limitation of Liability), 20 (Confidentiality), 25 (Dispute Resolution) and 26 (Governing Law) of these Terms shall prevail over any conflicting provision unless expressly and specifically varied in writing by both Parties.

2.4 No terms endorsed on, delivered with, or contained in Buyer’s purchase order, acknowledgment or other document shall form part of the Contract, and Buyer waives any right otherwise to rely on such terms.

3. Product Specifications, Quality Standards and Tolerances

3.1 Products shall conform to the specifications set out in the applicable Quotation, product data sheet, or Certificate of Analysis. Unless otherwise agreed in writing, quality parameters shall be assessed in accordance with generally recognised international cocoa trade standards, including, where applicable, the quality and arbitration rules of the Federation of Cocoa Commerce (FCC) and the guidelines of the International Cocoa Organization (ICO).

3.2 Unless a different tolerance is agreed in writing for a specific Contract, the following standard tolerances apply:

1. moisture content not exceeding 7.5% by weight for cocoa beans and 5% for cocoa powder;
2. foreign matter not exceeding 0.5% by weight; and
3. defective, mouldy, or insect-damaged beans within the tolerance customary for the grade specified.

Minor variations within these tolerances shall not entitle Buyer to reject the Products or claim damages.

3.3 Seller reserves the right to make immaterial changes to specifications where required by law, availability of raw materials, or manufacturing processes, provided such changes do not materially affect the fitness of the Products for their intended purpose.

4. Minimum Order Quantity

4.1 The Minimum Order Quantity (MOQ) is 18 metric tons (MT) per Product line, unless otherwise agreed in writing.

4.2 Orders below the MOQ are accepted at Seller’s sole discretion and are subject to the payment terms set out in Section 6.2, reflecting the higher relative handling and processing costs of smaller consignments.

5. Price, Currency and Taxes

5.1 Prices are as stated in the applicable Quotation or Proforma Invoice and are quoted in United States Dollars (USD) unless otherwise specified in writing. Prices are exclusive of bank charges, transfer fees, value added tax, customs duties, import taxes, levies, and any other charges imposed by the destination jurisdiction, all of which are for Buyer’s account.

5.2 Seller reserves the right to adjust prices prior to Order Confirmation to reflect material changes in raw material costs, freight rates, or currency fluctuations; any such adjustment will be communicated to Buyer in writing before the Contract is formed.

5.3 Buyer is solely responsible for all import duties, tariffs, value added tax, withholding tax, and any other taxes, levies or charges arising in the country of destination. Seller is solely responsible for any export duties, levies or taxes properly chargeable in the country of origin under applicable law.

5.4 All payments shall be made free and clear of, and without deduction for, any present or future taxes, levies, duties, or charges, unless Buyer is required by law to make such a deduction, in which case Buyer shall pay such additional amount as is necessary to ensure Seller receives the full amount it would have received in the absence of the deduction.

6. Payment Terms

6.1 Standard Payment (Orders at or above MOQ)

For orders at or above the MOQ, Buyer shall pay 60% of the invoice value as an advance deposit prior to Seller commencing order processing, and the remaining 40% against presentation of the complete set of Shipping Documents described in Section 11, and in any event no later than the date of shipment or within [specified] days of the date of the Tax Invoice, whichever is earlier.

6.2 Orders Below MOQ

For orders below the MOQ, payment of 100% of the invoice value is due in advance and in cleared funds before Seller undertakes any processing, procurement or shipping arrangements.

6.3 Method of Payment

All payments shall be made by irrevocable telegraphic (wire) transfer to the bank account nominated by Seller in the applicable invoice, in immediately available, cleared funds, free of any deduction, set-off or counterclaim, and net of all bank charges. If any deduction is made by Buyer’s remitting or intermediary bank, Buyer shall promptly reimburse Seller for the shortfall so that Seller receives the full invoiced amount.

6.4 Late Payment

Without prejudice to any other right or remedy, if Buyer fails to make any payment by its due date, Seller may: (a) charge interest on the overdue amount at the rate of 2% per month (or the maximum rate permitted by applicable law, if lower), accruing daily from the due date until the date of actual payment, both before and after judgment; (b) suspend or cancel any pending shipment or order without liability to Buyer; and/or (c) require cash in advance for future orders.

6.5 Recovery Costs

Buyer shall reimburse Seller for all reasonable costs (including legal and collection agency fees) incurred by Seller in recovering any overdue amount.

6.6 Currency Risk

Unless otherwise agreed, all amounts are payable in the currency stated in the invoice. Buyer bears any currency conversion risk and cost.

7. Retention of Title and Security Interest

7.1 Notwithstanding delivery and the passing of risk in the Products, title to and property in the Products shall not pass to Buyer until Seller has received payment in full (in cleared funds) of all sums due in respect of the Products, including any interest and costs.

7.2 Until title passes, Buyer shall hold the Products as bailee for Seller, shall store them separately from other goods, and shall not pledge, charge or otherwise encumber the Products.

7.3 If Buyer fails to pay any sum due, Seller may, without prejudice to any other right or remedy, and to the extent permitted by applicable law, enter any premises where the Products are stored to recover them, at Buyer’s cost.

7.4 Risk in the Products passes to Buyer in accordance with Section 8, notwithstanding that title remains with Seller under this Section 7.

8. Delivery Terms, Incoterms and Passage of Risk

8.1 General

Products shall be delivered on FOB (Free On Board) or CIF (Cost, Insurance and Freight) terms, as specified in the Contract, each interpreted in accordance with Incoterms® 2020 published by the International Chamber of Commerce, except as otherwise expressly modified in these Terms.

8.2 FOB (Free On Board)

Under FOB terms, Seller shall deliver the Products on board the vessel nominated by Buyer at the named port of shipment, properly packed and with export customs clearance completed, and risk of loss or damage passes to Buyer once the Products are on board the vessel. Buyer shall, at its own cost and risk:

1. contract for and pay the costs of main carriage (ocean freight);
2. arrange and pay for cargo insurance;
3. obtain any import licence and clear the Products through customs at destination;
4. pay all import duties, taxes and charges; and
5. provide timely shipping instructions and nominate the carrying vessel sufficiently in advance to avoid delay.

8.3 CIF (Cost, Insurance and Freight)

Under CIF terms, Seller shall deliver the Products on board the vessel at the port of shipment, and shall additionally contract and pay for (a) ocean freight to the named port of destination, and (b) minimum cargo insurance (at a level no less than Institute Cargo Clauses (C), or such other level as agreed in writing) covering the Products during transit. Risk of loss or damage passes to Buyer once the Products are on board the vessel at the port of shipment, notwithstanding that Seller arranges freight and insurance to destination. Buyer remains responsible for import clearance, duties, taxes, and any charges arising after arrival at the destination port (including port handling, demurrage and detention).

8.4 Common Provisions

Under both FOB and CIF terms: (a) Seller shall provide Products conforming to the Contract and shall prepare all export documentation required under applicable law; (b) Seller shall not be liable for any delay, demurrage, detention, or additional cost arising from Buyer’s failure to provide timely instructions, to nominate a vessel, or to take delivery; and (c) Buyer shall bear all costs, demurrage, and penalties arising from its failure to clear customs, take delivery, or pay applicable charges promptly upon arrival. Any change to shipping instructions requested by Buyer after Seller has commenced shipment preparation shall be subject to Seller’s written consent and may result in additional charges.

8.5 No Other Incoterm

Unless expressly agreed in writing, no Incoterm other than FOB or CIF shall apply to any Contract.

9. Packaging, Labelling and Marking

9.1 Seller shall package the Products in accordance with generally accepted export packaging standards for the Product type (for example, multiwall kraft paper bags, jute bags, or flexible intermediate bulk containers (FIBC/“jumbo bags”), each with food-grade liners where applicable), or as otherwise specified in the Contract.

9.2 Buyer is responsible for ensuring that packaging, labelling, and marking comply with the laws, regulations, and labelling requirements of the destination country, and shall notify Seller in writing, sufficiently in advance of shipment, of any specific packaging, labelling, or marking requirements. Seller shall not be liable for any failure of the Products to comply with destination-country labelling requirements of which it was not notified in writing prior to shipment.

9.3 Where Buyer requests private label packaging bearing Buyer’s own branding, the provisions of Section 17 (Intellectual Property and Private Label) shall apply.

10. Weights and Measurement

10.1 The weight of the Products shall be determined at the port of loading by a certified weighbridge or by an independent surveyor appointed by Seller (such as SGS, Bureau Veritas, Intertek or an equivalent internationally recognised inspection body), and such weight shall be final and binding on both Parties, subject to Section 10.2.

10.2 A weight tolerance of plus or minus 2% is permitted on any shipment. Any claim by Buyer disputing the certified weight must be raised in writing, with supporting evidence (including an independent survey report obtained at Buyer’s cost), within 3 Business Days of discharge at the destination port, failing which the certified loading weight shall be deemed final and conclusive.

11. Shipping Documentation

11.1 Upon shipment, Seller shall prepare and provide the following documents (scanned copies by email, with originals forwarded by courier, unless the Parties agree to alternative means, including electronic bills of lading):

1. Commercial Invoice, stating quantity, unit price, total value, Buyer and Seller details, and the Contract reference;
2. Packing List, detailing the packaging, weight and volume of each package or container;
3. Certificate of Origin, certifying the country in which the Products were grown or processed;
4. Phytosanitary Certificate, issued by the competent plant health authority;
5. Certificate of Analysis, detailing laboratory results for moisture and other agreed quality parameters;
6. Fumigation Certificate, where applicable;
7. Bill of Lading (or equivalent transport document), issued by the carrier evidencing goods loaded on board; and
8. such other certificates as may reasonably be required for the Products or destination market (for example, weight certificates, HACCP certification, or sustainability documentation), where agreed in the Contract.

11.2 Seller shall email scanned copies of the Shipping Documents to Buyer within 48 hours of the vessel’s departure, and shall dispatch original documents by courier within 7 calendar days of shipment. Seller is not responsible for delay, loss, or damage to documents after dispatch to the courier; Buyer should allow adequate lead time or arrange expedited delivery where required to meet its own clearance deadlines.

12. Delivery Schedule and Transit Time

12.1 Order processing (procurement, quality inspection, packaging, and inland transport to the port of loading) shall commence within 7 calendar days of Seller’s receipt of the advance payment required under Section 6, provided all product specifications, export licences, and Buyer instructions have been finalised.

12.2 Export clearance is estimated to take up to 4 working days once the Products are ready for clearance. Seller shall bear the cost of standard export permits, certificates, and official inspections required under the laws of the country of origin.

12.3 Estimated sea transit time from the port of loading to major international destinations is typically 32–38 days, depending on carrier, routing and port rotation. Transit times are estimates only and are not guaranteed by Seller. Any demurrage or detention charges at the destination port, beyond the free time allowed by the carrier, are for Buyer’s account.

12.4 Time is not of the essence in respect of estimated delivery or transit dates, save where expressly agreed in writing as a firm delivery date.

13. Inspection, Sampling and Acceptance

13.1 Pre-Order Samples

Seller will provide, on request, samples of up to 250 grams per Product variety free of charge for quality evaluation prior to order confirmation. Samples exceeding 250 grams will be invoiced to Buyer, together with associated freight and any applicable duties, and must be paid for in advance of dispatch.

13.2 Pre-Shipment Inspection

Seller conducts standard quality inspection prior to shipment to verify conformity with the agreed grade and specification. Buyer may, at its own cost, appoint an independent inspector to attend at the port of loading, provided such inspection does not delay shipment beyond the agreed loading window and is coordinated with Seller in advance.

13.3 Notice of Non-Conformity

Any claim relating to quality, quantity or weight must be notified to Seller in writing, with supporting documentation (including an independent survey or laboratory report), within 3 Business Days of arrival of the Products at Buyer’s facility (or the destination port, if earlier). If no such notice is given within this period, the Products shall be deemed to conform to the Contract and to have been accepted by Buyer without reservation.

13.4 Remedies for Non-Conformity

Where Buyer validly establishes, in accordance with Section 13.3, that Products materially fail to conform to the agreed specification, Seller’s sole liability and Buyer’s sole remedy shall be, at Seller’s option: (a) replacement of the non-conforming Products; (b) a proportionate credit note or price reduction; or (c) a refund of the price paid for the non-conforming Products, in each case limited as set out in Section 19 (Limitation of Liability).

13.5 FCC Quality Arbitration

Where the Parties are unable to agree on whether Products conform to the agreed quality specification, either Party may refer the dispute for determination in accordance with the quality arbitration rules of the Federation of Cocoa Commerce (FCC), or another mutually agreed independent commodity quality arbitration body, whose determination on quality (but not on any other matter) shall be final and binding, without prejudice to the Parties’ rights under Section 25 in respect of any other dispute.

14. Warranties

14.1 Seller warrants that, as at the time risk passes to Buyer under Section 8:

1. the Products will conform in all material respects to the specifications set out in the Contract, subject to the tolerances in Section 3;
2. it has good and marketable title to the Products, free from any lien, charge or encumbrance (other than Seller’s retention of title under Section 7); and
3. the Products will have been produced, processed and packed in compliance with applicable food safety laws of the country of origin.

14.2 Except as expressly set out in this Section 14, and to the fullest extent permitted by applicable law, all conditions, warranties and representations, whether express or implied by law, statute, custom or trade usage (including any implied warranty of merchantability, satisfactory quality, or fitness for a particular purpose), are excluded.

14.3 Buyer is solely responsible for determining the suitability of the Products for Buyer’s intended use, for any further processing, manufacture, or resale of the Products, and for compliance with the food safety, labelling and other regulatory requirements applicable in the destination market.

15. Buyer’s Obligations

Buyer shall:

1. obtain, at its own cost, all import licences, permits, and regulatory approvals required to import the Products into the destination country;
2. engage a licensed customs clearing agent or broker at the destination port to handle unloading, customs clearance and onward delivery;
3. provide accurate and complete consignee and delivery instructions to Seller and the carrier in good time before shipment;
4. monitor the shipment and vessel schedule and be ready to receive the Products promptly on arrival, liaising directly with the carrier or terminal operator to arrange discharge within the carrier’s free time in order to avoid demurrage or detention;
5. arrange for timely payment against, and collection of, the original Shipping Documents so that the Products may be cleared and collected without delay;
6. comply with all specifications regarding packaging, containerisation, and labelling agreed in the Contract, and notify Seller promptly in writing of any change in shipping or delivery instructions; and
7. not refuse or unreasonably delay acceptance of Products that conform to the Contract; any additional cost or risk arising from Buyer’s request for changes after shipment shall be for Buyer’s account.

16. Insurance

16.1 For FOB shipments, Buyer is solely responsible for arranging adequate cargo insurance covering the Products from the time risk passes at the port of loading.

16.2 For CIF shipments, Seller shall arrange minimum cargo insurance as described in Section 8.3. Buyer is responsible for arranging any additional insurance coverage it considers necessary (for example, covering war risks, theft, or all-risks coverage above the minimum level), and for making any claim under the insurance policy in respect of loss or damage occurring after risk has passed to Buyer.

17. Intellectual Property and Private Label

17.1 All trademarks, trade names, logos and other intellectual property of Seller, including “RADAD International” and associated branding, remain the exclusive property of Seller. Nothing in the Contract grants Buyer any right or licence to use Seller’s trademarks or branding, except as expressly agreed in writing.

17.2 Where Seller supplies Products under Buyer’s own private label or branding at Buyer’s request, Buyer represents and warrants that it owns or has the right to use all trademarks, artwork, and branding materials supplied to Seller for that purpose, and Buyer shall indemnify Seller against any claim that such materials infringe the intellectual property rights of any third party. Seller’s use of Buyer’s branding materials is strictly limited to fulfilling the relevant order and shall not be used for any other purpose without Buyer’s written consent.

18. Indemnification

18.1 Buyer shall indemnify and hold Seller harmless from and against any and all claims, liabilities, losses, damages, fines, penalties, and reasonable expenses (including legal fees) arising out of or in connection with:

1. Buyer’s breach of these Terms;
2. Buyer’s failure to obtain any import licence, permit, or regulatory approval required for the Products;
3. any re-export, resale, or use of the Products by Buyer in violation of applicable law, including trade sanctions and export control laws; and
4. any claim that materials supplied by Buyer for private label packaging infringe the rights of a third party.

18.2 Seller shall indemnify and hold Buyer harmless from and against any direct claims, liabilities, losses and reasonable expenses (including legal fees) arising from Seller’s fraud, wilful misconduct, or gross negligence in the performance of the Contract, subject always to the limitations set out in Section 19.

19. Limitation of Liability

19.1 Nothing in the Contract limits or excludes either Party’s liability for death or personal injury caused by its negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot lawfully be limited or excluded.

19.2 Subject to Section 19.1, Seller’s aggregate liability arising out of or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the total amount actually paid by Buyer for the specific consignment of Products giving rise to the claim.

19.3 Subject to Section 19.1, in no event shall either Party be liable to the other for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profit, loss of revenue, loss of business, loss of goodwill, or loss of anticipated savings, whether or not the possibility of such damages was disclosed to or reasonably foreseeable by that Party.

19.4 Any claim by Buyer arising out of or in connection with the Contract (other than a claim under Section 13.3, which is subject to the shorter notice period set out therein) must be brought within twelve (12) months of the date of the Bill of Lading, failing which the claim shall be time-barred and absolutely extinguished.

20. Confidentiality

20.1 Each Party shall keep confidential, and shall not disclose to any third party without the other Party’s prior written consent, the terms of the Contract and any proprietary, technical, commercial or pricing information disclosed by the other Party in connection with the Contract (“Confidential Information”), except to the extent that such information:

1. is or becomes publicly available other than through breach of this Section 20;
2. was already known to the receiving Party without restriction prior to disclosure;
3. is independently developed without use of the disclosing Party’s Confidential Information; or
4. is required to be disclosed by law, regulation, or order of a competent authority (in which case the disclosing Party shall, where legally permitted, notify the other Party before disclosure).

20.2 Each Party may disclose Confidential Information to its professional advisors, insurers, and financing parties on a need-to-know basis, subject to equivalent obligations of confidentiality.

20.3 This Section 20 shall survive termination or expiry of the Contract for a period of five (5) years.

21. Sustainability, Environmental and Human Rights Compliance

21.1 Seller shall use commercially reasonable efforts to source Products in a manner consistent with applicable environmental and social standards, including, where applicable to shipments destined for the European Union, the due diligence and traceability requirements of Regulation (EU) 2023/1115 on deforestation-free products (“EUDR”). Upon reasonable written request, Seller shall provide such geolocation, traceability, or due diligence information as it reasonably has available and as may be required for Buyer’s own regulatory compliance purposes.

21.2 Each Party warrants that it shall not employ or utilise child labour or forced labour, and shall respect internationally recognised human rights and fair labour standards in its own operations, in accordance with the principles of the UN Guiding Principles on Business and Human Rights and the core conventions of the International Labour Organization (ILO).

21.3 Buyer shall be responsible for the environmentally sound handling, use, and disposal of the Products and their packaging in accordance with the laws of the destination country.

22. Anti-Bribery, Anti-Money Laundering and Trade Compliance

22.1 Anti-Bribery and Corruption

Each Party warrants that it shall comply with all applicable anti-bribery, anti-corruption, and anti-money laundering laws, including (without limitation) the Nigerian Corrupt Practices and Other Related Offences Act, the UAE Federal Anti-Money Laundering Law, the U.S. Foreign Corrupt Practices Act, and the UK Bribery Act 2010, to the extent applicable. Neither Party shall, directly or indirectly, offer, give, request, or accept any bribe, kickback, or other improper advantage in connection with the Contract. Breach of this Section 22.1 constitutes a material breach entitling the non-breaching Party to terminate the Contract immediately under Section 24.

22.2 Sanctions and Export Controls

Each Party represents that it is not, and is not owned or controlled by, a person or entity that is the subject of economic or trade sanctions administered by the United Nations, the European Union, the United Kingdom, the United States (including the Office of Foreign Assets Control), or any other applicable authority. Buyer shall not re-export, resell, transfer, or otherwise provide the Products, directly or indirectly, to any sanctioned country, person, or entity, or use the Products for any purpose prohibited under applicable export control or sanctions laws. Buyer shall be solely responsible for obtaining any export or re-export licence required in connection with its use of the Products, and Seller shall have no liability for Buyer’s failure to comply with such laws.

22.3 Know-Your-Customer

Buyer shall, upon Seller’s reasonable request, provide such corporate, ownership, and identification information as Seller reasonably requires to satisfy its own know-your-customer, anti-money laundering, and banking compliance obligations.

23. Force Majeure

23.1 Neither Party shall be liable for any failure or delay in the performance of its obligations under the Contract (other than an obligation to pay money that has already fallen due) caused by an event beyond that Party’s reasonable control, including acts of God, natural disaster, war, riot, civil commotion, terrorism, government action, embargo, epidemic or pandemic, fire, strike, lock-out, shortage of raw materials, or failure of a third-party carrier (a “Force Majeure Event”).

23.2 A Party seeking to rely on a Force Majeure Event shall promptly notify the other Party in writing of the nature of the event, its anticipated duration, and its likely impact on performance, and shall use reasonable efforts to mitigate its effects and resume performance as soon as reasonably practicable.

23.3 The affected Party’s obligations are suspended for the duration of the Force Majeure Event, and the other Party shall not be entitled to claim damages or terminate the Contract in respect of delay caused by such event.

23.4 If a Force Majeure Event continues for more than 90 consecutive days, either Party may terminate the affected Contract (or the affected part of it) by written notice, without further liability, save that Buyer shall remain liable to pay for any Products already delivered or shipped.

24. Term and Termination

24.1 Termination by Seller

Seller may terminate or suspend performance of the Contract, without liability, by written notice if: (a) Buyer fails to pay any sum due under the Contract on its due date; (b) Buyer commits any other material breach of the Contract that is not remedied within 7 days of written notice specifying the breach; or (c) Buyer becomes insolvent, enters into liquidation, administration, or any analogous proceeding, or is unable to pay its debts as they fall due.

24.2 Termination by Buyer

Buyer may terminate the Contract only for Seller’s fundamental breach (such as delivery of Products that materially fail to conform to the Contract, subject to Section 13), by giving Seller written notice of the breach and not less than 15 days to remedy it.

24.3 Consequences of Termination

Upon termination for any reason: (a) Buyer shall pay for all Products already shipped or in transit, and reimburse Seller for costs reasonably and properly incurred in respect of any order in progress; (b) if Buyer terminates or cancels after shipment, any advance payment already made shall be forfeited to Seller and Buyer shall remain liable for the balance of the price due under Section 6; and (c) termination shall not affect any right or remedy that has accrued as at the date of termination, nor any provision of these Terms which is expressed to survive termination.

25. Dispute Resolution

25.1 Amicable Negotiation

In the event of any dispute, controversy, or claim arising out of or in connection with the Contract, including its existence, validity, interpretation, breach or termination (a “Dispute”), the Party raising the Dispute shall give the other Party written notice describing the Dispute in reasonable detail, and the Parties shall attempt in good faith to resolve the Dispute through direct negotiation between senior representatives within 30 days of such notice.

25.2 Mediation

If the Dispute is not resolved through negotiation within the period specified in Section 25.1, either Party may refer the Dispute to non-binding mediation administered by the Lagos Court of Arbitration, or such other mediator or institution as the Parties may agree in writing. The costs of mediation shall be shared equally between the Parties, unless otherwise agreed.

25.3 Arbitration

If the Dispute is not resolved through mediation within a further 30 days (or such longer period as the Parties may agree), the Dispute shall be finally and exclusively resolved by arbitration administered by the Nigerian Institute of Chartered Arbitrators (NICArb) in accordance with its Arbitration Rules then in force, provided that where both Parties agree in writing, the Dispute may instead be referred to arbitration under the Arbitration Rules of the International Chamber of Commerce (ICC). The arbitral tribunal shall consist of a sole arbitrator, unless the Parties agree in writing to a panel of three. The seat (legal place) of arbitration shall be Lagos, Nigeria, and the language of the arbitration shall be English. The arbitral award shall be final and binding on the Parties and may be entered and enforced in any court of competent jurisdiction, including under the New York Convention on the Recognition and Enforcement of Foreign Arbitral Awards 1958.

25.4 Interim Relief

Nothing in this Section 25 prevents either Party from seeking urgent interim or injunctive relief from a court of competent jurisdiction, including to protect its Confidential Information or intellectual property, pending resolution of the Dispute in accordance with this Section 25.

25.5 Quality Disputes

Disputes solely concerning the grade or quality of the Products may, at either Party’s election, be referred to FCC quality arbitration under Section 13.5 in lieu of the procedure in this Section 25, but this shall not affect either Party’s right to refer any other Dispute (including as to liability or damages) to arbitration under Section 25.3.

25.6 Costs

Each Party shall bear its own legal costs in connection with any negotiation, mediation, or arbitration under this Section 25. The fees and costs of the mediator, arbitrator(s), and administering institution shall be shared equally between the Parties, unless the arbitral tribunal determines otherwise in its award.

25.7 No party may commence court proceedings in respect of a Dispute (save for interim relief under Section 25.4, or enforcement of an arbitral award) without first complying with this Section 25.

26. Governing Law

The Contract, and any non-contractual obligations arising out of or in connection with it, shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria, without regard to its conflict of laws principles. The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded.

27. General Provisions

27.1 Notices

Any notice given under the Contract shall be in writing and delivered by email (with confirmation of receipt) or courier to the address or email address specified in the Contract or otherwise notified in writing. A notice is deemed received: (a) if sent by email, at the time of transmission, provided no delivery failure notification is received; or (b) if sent by courier, three (3) Business Days after dispatch.

27.2 Entire Agreement

The Contract constitutes the entire agreement between the Parties in relation to its subject matter and supersedes all prior negotiations, representations, and agreements, whether oral or written. Each Party acknowledges that it has not relied on any representation not expressly set out in the Contract, save in respect of fraudulent misrepresentation.

27.3 Assignment

Buyer shall not assign, transfer, sub-contract, or otherwise deal with any of its rights or obligations under the Contract without Seller’s prior written consent, and any purported assignment in breach of this Section is void. Seller may assign or transfer its rights and obligations under the Contract to an Affiliate, or to any party in connection with a financing, merger, reorganisation, or sale of all or substantially all of its business, without Buyer’s consent.

27.4 Set-Off

Buyer shall pay all sums due under the Contract in full without any set-off, counterclaim, deduction, or withholding, save as required by law.

27.5 Severability

If any provision of these Terms is held by a court or tribunal of competent jurisdiction to be illegal, invalid, or unenforceable, that provision shall be deemed modified to the minimum extent necessary to make it valid and enforceable, or, if it cannot be so modified, shall be severed, and the remaining provisions shall continue in full force and effect.

27.6 Waiver

No failure or delay by a Party in exercising any right or remedy under the Contract shall operate as a waiver of that right or remedy, nor shall any single or partial exercise preclude any further exercise. No waiver shall be effective unless given in writing and signed by the waiving Party.

27.7 Amendment

No variation or amendment of the Contract shall be effective unless it is in writing and signed by (or, in the case of email, sent by an authorised representative of) both Parties.

27.8 Counterparts and Electronic Signature

The Contract may be executed in any number of counterparts, and by electronic signature, each of which is an original and all of which together constitute one instrument.

27.9 Third-Party Rights

A person who is not a party to the Contract has no right to enforce any of its terms, whether under any applicable third-party rights legislation or otherwise.

27.10 Survival

Sections 1 (Definitions), 7 (Retention of Title), 14.2 (Warranties Disclaimer), 17 (Intellectual Property), 18 (Indemnification), 19 (Limitation of Liability), 20 (Confidentiality), 22 (Anti-Bribery/Trade Compliance), 24.3 (Consequences of Termination), 25 (Dispute Resolution), 26 (Governing Law) and this Section 27 shall survive termination or expiry of the Contract.

27.11 Language

These Terms are drawn up in English, which is the governing language for all purposes. Any translation into another language is for convenience only and shall not affect interpretation.