Legal · Radad International
The terms that govern every Radad International supply contract, from quotation and payment through to shipment, quality checks and the resolution of any dispute.
Effective 21 August 2024 · Version 1.0
These Terms and Conditions of Sale (the “Terms”) set out the basis on which RADAD International (“Seller,” “RADAD,” “we,” “us” or “our”) supplies cocoa beans, cocoa nibs, cocoa mass/liquor, cocoa powder, cocoa butter, cocoa shells, cocoa pods, shea butter, chocolate and related products (the “Products”) to its customers (“Buyer”).
These Terms apply to, and form part of, every Quotation, Proforma Invoice, Order Confirmation, Sales Contract and Tax Invoice issued by Seller. They govern every sale of Products by Seller unless varied in writing and signed by an authorised representative of Seller. By submitting a purchase order, accepting a Quotation or accepting delivery of Products, Buyer agrees to be bound by these Terms in full.
Minimum Order Quantity
18 metric tons (MT) per product line
Standard Payment
80% advance · 20% against shipping documents
Delivery Terms
FOB or CIF, per Incoterms® 2020
Governing Law
Laws of Nigeria · Arbitration seated in Lagos
Contents
01
Clause
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 nibs, cocoa mass/liquor, cocoa powder, cocoa butter, cocoa shells, cocoa pods, shea butter, chocolate and other related 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 in it.
“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 in the singular include the plural and vice versa. References to any statute or regulation include any amendment, re-enactment or replacement of it.
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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, where no separate Order Confirmation is issued, when Seller processes Buyer’s order after receiving 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 If there is any conflict between the documents that make up 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. Despite the foregoing, Sections 18 (Indemnification), 19 (Limitation of Liability), 20 (Confidentiality), 25 (Dispute Resolution) and 26 (Governing Law) of these Terms 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 form part of the Contract, and Buyer waives any right it might otherwise have to rely on such terms.
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Clause
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 (ICCO).
3.2 Unless a different tolerance is agreed in writing for a specific Contract, the following standard tolerances apply:
(a) moisture content not exceeding 7.5% by weight for cocoa beans and 5% for cocoa powder;
(b) foreign matter not exceeding 0.5% by weight; and
(c) defective, mouldy or insect-damaged beans within the tolerance customary for the grade specified.
Minor variations within these tolerances do 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, the availability of raw materials or manufacturing processes, provided such changes do not materially affect the fitness of the Products for their intended purpose.
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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, which reflect the higher relative handling and processing costs of smaller consignments.
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Clause
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 exclude 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 before Order Confirmation to reflect material changes in raw material costs, freight rates or currency exchange rates. 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 that case, Buyer shall pay such additional amount as is necessary to ensure Seller receives the full amount it would have received had no deduction been made.
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Clause
For orders at or above the MOQ, Buyer shall pay 80% of the invoice value as an advance deposit before Seller begins processing the order, and the remaining 20% against presentation of the complete set of Shipping Documents described in Section 11. Original Shipping Documents are released to Buyer only once the balance has been received in full.
For orders below the MOQ, 100% of the invoice value is payable in advance, in cleared funds, before Seller undertakes any processing, procurement or shipping arrangements.
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 Buyer’s remitting or intermediary bank makes any deduction, Buyer shall promptly reimburse Seller for the shortfall so that Seller receives the full invoiced amount.
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 2% per month (or the maximum rate permitted by applicable law, if lower), accruing daily from the due date until actual payment, both before and after judgment; (b) suspend or cancel any pending shipment or order without liability to Buyer; and/or (c) require payment in advance for future orders.
Buyer shall reimburse Seller for all reasonable costs (including legal and collection agency fees) incurred in recovering any overdue amount.
Unless otherwise agreed, all amounts are payable in the currency stated in the invoice. Buyer bears any currency conversion risk and cost.
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Clause
7.1 Despite 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, store them separately from other goods, and shall not pledge, charge or otherwise encumber them.
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, even though title remains with Seller under this Section 7.
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Clause
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 expressly modified in these Terms.
Under FOB terms, Seller shall deliver the Products on board the vessel nominated by Buyer at the named port of shipment, properly packed and cleared for export, and risk of loss or damage passes to Buyer once the Products are on board. Buyer shall, at its own cost and risk:
(a) contract for and pay the costs of main carriage (ocean freight);
(b) arrange and pay for cargo insurance;
(c) obtain any import licence and clear the Products through customs at destination;
(d) pay all import duties, taxes and charges; and
(e) provide timely shipping instructions and nominate the carrying vessel sufficiently in advance to avoid delay.
Under CIF terms, Seller shall deliver the Products on board the vessel at the port of shipment and shall also contract and pay for (a) ocean freight to the named port of destination, and (b) minimum cargo insurance (at a level no lower 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, even though 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.
Under both FOB and CIF terms: (a) Seller shall provide Products conforming to the Contract and prepare all export documentation required under applicable law; (b) Seller is not liable for any delay, demurrage, detention or additional cost arising from Buyer’s failure to provide timely instructions, nominate a vessel or 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 on arrival. Any change to shipping instructions requested by Buyer after Seller has begun shipment preparation requires Seller’s written consent and may result in additional charges.
Unless expressly agreed in writing, no Incoterm other than FOB or CIF applies to any Contract.
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Clause
9.1 Seller shall package the Products in line with generally accepted export packaging standards for the Product type (for example, multiwall kraft paper bags, jute bags, or flexible intermediate bulk containers (FIBC or “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 is not liable for any failure of the Products to comply with destination-country labelling requirements of which it was not notified in writing before shipment.
9.3 Where Buyer requests private label packaging bearing Buyer’s own branding, Section 17 (Intellectual Property and Private Label) applies.
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Clause
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). That weight is 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. Otherwise, the certified loading weight is deemed final and conclusive.
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Clause
11.1 On 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):
(a) Commercial Invoice, stating quantity, unit price, total value, Buyer and Seller details, and the Contract reference;
(b) Packing List, detailing the packaging, weight and volume of each package or container;
(c) Certificate of Origin, certifying the country in which the Products were grown or processed;
(d) Phytosanitary Certificate, issued by the competent plant health authority;
(e) Certificate of Analysis, detailing laboratory results for moisture and other agreed quality parameters;
(f) Fumigation Certificate, where applicable;
(g) Bill of Lading (or equivalent transport document), issued by the carrier as evidence that the goods have been loaded on board; and
(h) 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 dispatch original documents by courier within 7 calendar days of shipment, subject to Section 6.1. 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.
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Clause
12.1 Order processing (procurement, quality inspection, packaging and inland transport to the port of loading) begins within 7 calendar days of Seller receiving 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 bears 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 to 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 for estimated delivery or transit dates, except where a firm delivery date has been expressly agreed in writing.
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Clause
On request, Seller will provide samples of up to 250 grams per Product variety free of charge for quality evaluation before order confirmation. Samples above 250 grams are invoiced to Buyer, together with associated freight and any applicable duties, and must be paid for before dispatch.
Seller conducts a standard quality inspection before 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 the inspection is coordinated with Seller in advance and does not delay shipment beyond the agreed loading window.
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 the Products arriving at Buyer’s facility (or the destination port, if earlier). If no such notice is given within this period, the Products are deemed to conform to the Contract and to have been accepted by Buyer without reservation.
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 is, 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).
Where the Parties cannot agree whether Products conform to the agreed quality specification, either Party may refer the matter for determination under the quality arbitration rules of the Federation of Cocoa Commerce (FCC), or another mutually agreed independent commodity quality arbitration body. Its determination on quality (but not on any other matter) is final and binding, without prejudice to the Parties’ rights under Section 25 in respect of any other dispute.
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Clause
14.1 Seller warrants that, at the time risk passes to Buyer under Section 8:
(a) the Products will conform in all material respects to the specifications set out in the Contract, subject to the tolerances in Section 3;
(b) 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
(c) the Products will have been produced, processed and packed in compliance with the 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 its intended use, for any further processing, manufacture or resale of the Products, and for compliance with the food safety, labelling and other regulatory requirements of the destination market.
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Clause
Buyer shall:
(a) obtain, at its own cost, all import licences, permits and regulatory approvals required to import the Products into the destination country;
(b) engage a licensed customs clearing agent or broker at the destination port to handle unloading, customs clearance and onward delivery;
(c) provide accurate and complete consignee and delivery instructions to Seller and the carrier in good time before shipment;
(d) 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 and avoid demurrage or detention;
(e) arrange timely payment against, and collection of, the original Shipping Documents so that the Products can be cleared and collected without delay;
(f) comply with all packaging, containerisation and labelling specifications agreed in the Contract, and promptly notify Seller in writing of any change in shipping or delivery instructions; and
(g) 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 is for Buyer’s account.
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Clause
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 cover it considers necessary (for example, war risks, theft or all-risks cover above the minimum level), and for making any claim under the insurance policy for loss or damage occurring after risk has passed to Buyer.
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Clause
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 shall indemnify Seller against any claim that such materials infringe the intellectual property rights of a third party. Seller shall use Buyer’s branding materials only to fulfil the relevant order and for no other purpose without Buyer’s written consent.
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Clause
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:
(a) Buyer’s breach of these Terms;
(b) Buyer’s failure to obtain any import licence, permit or regulatory approval required for the Products;
(c) any re-export, resale or use of the Products by Buyer in violation of applicable law, including trade sanctions and export control laws; and
(d) 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 performing the Contract, always subject to the limitations set out in Section 19.
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Clause
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 total 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 amount actually paid by Buyer for the specific consignment of Products giving rise to the claim.
19.3 Subject to Section 19.1, neither Party shall in any event be liable to the other for any indirect, incidental, special, consequential or punitive damages, including loss of profit, revenue, business, goodwill or 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 there) must be brought within twelve (12) months of the date of the Bill of Lading. Otherwise, the claim is time-barred and fully extinguished.
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Clause
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:
(a) is or becomes publicly available other than through a breach of this Section 20;
(b) was already known to the receiving Party without restriction before disclosure;
(c) is independently developed without use of the disclosing Party’s Confidential Information; or
(d) must be disclosed by law, regulation or order of a competent authority (in which case the receiving Party shall, where legally permitted, notify the other Party before disclosure).
20.2 Each Party may disclose Confidential Information to its professional advisers, insurers and financing parties on a need-to-know basis, subject to equivalent obligations of confidentiality.
20.3 This Section 20 survives termination or expiry of the Contract for a period of five (5) years.
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Clause
21.1 Seller shall use commercially reasonable efforts to source Products in a manner consistent with applicable environmental and social standards, including, for shipments destined for the European Union, the due diligence and traceability requirements of Regulation (EU) 2023/1115 on deforestation-free products (“EUDR”), as and when they apply. On reasonable written request, Seller shall provide such geolocation, traceability or due diligence information as it reasonably has available and as Buyer may require for its own regulatory compliance.
21.2 Each Party warrants that it shall not employ or use child labour or forced labour, and shall respect internationally recognised human rights and fair labour standards in its own operations, in line with the UN Guiding Principles on Business and Human Rights and the core conventions of the International Labour Organization (ILO).
21.3 Buyer is responsible for the environmentally sound handling, use and disposal of the Products and their packaging in accordance with the laws of the destination country.
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Clause
Each Party warrants that it shall comply with all applicable anti-bribery, anti-corruption and anti-money laundering laws, including, where applicable, Nigeria’s Corrupt Practices and Other Related Offences Act, the UAE’s federal anti-money laundering legislation, the U.S. Foreign Corrupt Practices Act and the UK Bribery Act 2010. Neither Party shall, directly or indirectly, offer, give, request or accept any bribe, kickback or other improper advantage in connection with the Contract. A breach of this Section 22.1 is a material breach entitling the other Party to terminate the Contract immediately under Section 24.
Each Party represents that it is not, and is not owned or controlled by, a person or entity subject to 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 is solely responsible for obtaining any export or re-export licence required for its use of the Products, and Seller has no liability for Buyer’s failure to comply with such laws.
On Seller’s reasonable request, Buyer shall provide such corporate, ownership and identification information as Seller reasonably requires to meet its own know-your-customer, anti-money laundering and banking compliance obligations.
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Clause
23.1 Neither Party is liable for any failure or delay in performing its obligations under the Contract (other than an obligation to pay money that has already fallen due) caused by an event beyond its 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 expected 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 is not entitled to claim damages or terminate the Contract in respect of delay caused by that 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, except that Buyer remains liable to pay for any Products already delivered or shipped.
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Clause
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 liquidation, administration or any analogous proceeding, or is unable to pay its debts as they fall due.
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 at least 15 days to remedy it.
On 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 on any order in progress; (b) if Buyer terminates or cancels after shipment, any advance payment already made is forfeited to Seller and Buyer remains liable for the balance of the price due under Section 6; and (c) termination does not affect any right or remedy accrued at the date of termination, nor any provision of these Terms that is expressed to survive termination.
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If any dispute, controversy or claim arises out of or in connection with the Contract, including its existence, validity, interpretation, breach or termination (a “Dispute”), the Party raising it shall give the other Party written notice describing the Dispute in reasonable detail. The Parties shall then try in good faith to resolve the Dispute through direct negotiation between senior representatives within 30 days of that notice.
If the Dispute is not resolved through negotiation within the period in Section 25.1, either Party may refer it to non-binding mediation administered by the Lagos Court of Arbitration, or such other mediator or institution as the Parties agree in writing. Mediation costs are shared equally between the Parties unless otherwise agreed.
If the Dispute is not resolved through mediation within a further 30 days (or any longer period the Parties agree), it shall be finally and exclusively resolved by arbitration administered by the Nigerian Institute of Chartered Arbitrators (NICArb) under its Arbitration Rules then in force. 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 tribunal shall consist of a sole arbitrator unless the Parties agree in writing to a panel of three. The seat (legal place) of arbitration is Lagos, Nigeria, and the language of the arbitration is English. The award is final and binding and may be entered and enforced in any court of competent jurisdiction, including under the 1958 New York Convention on the Recognition and Enforcement of Foreign Arbitral Awards.
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, while the Dispute is being resolved under this Section 25.
Disputes concerning only the grade or quality of the Products may, at either Party’s election, be referred to FCC quality arbitration under Section 13.5 instead of the procedure in this Section 25. This does not affect either Party’s right to refer any other Dispute (including as to liability or damages) to arbitration under Section 25.3.
Each Party bears its own legal costs for any negotiation, mediation or arbitration under this Section 25. The fees and costs of the mediator, arbitrator(s) and administering institution are shared equally between the Parties, unless the tribunal decides otherwise in its award.
No Party may commence court proceedings in respect of a Dispute (except for interim relief under Section 25.4 or enforcement of an arbitral award) without first complying with this Section 25.
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The Contract, and any non-contractual obligations arising out of or in connection with it, are governed by and shall be construed in accordance with the laws of the Federal Republic of Nigeria, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply.
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Any notice under the Contract must be in writing and delivered by email (with confirmation of receipt) or by 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.
The Contract is the entire agreement between the Parties on 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, except in the case of fraudulent misrepresentation.
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.
Buyer shall pay all sums due under the Contract in full without any set-off, counterclaim, deduction or withholding, except as required by law.
If a court or tribunal of competent jurisdiction holds any provision of these Terms 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 that is not possible, severed, and the remaining provisions continue in full force and effect.
No failure or delay by a Party in exercising any right or remedy under the Contract operates as a waiver of it, and no single or partial exercise prevents any further exercise. A waiver is effective only if given in writing and signed by the waiving Party.
No variation or amendment of the Contract is effective unless it is in writing and signed by (or, in the case of email, sent by an authorised representative of) both Parties.
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.
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.
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 and Trade Compliance), 24.3 (Consequences of Termination), 25 (Dispute Resolution), 26 (Governing Law) and this Section 27 survive termination or expiry of the Contract.
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 does not affect interpretation.
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By submitting a purchase order, accepting a Quotation or Proforma Invoice, or accepting delivery of Products, Buyer acknowledges that it has read and understood these Terms and agrees to be bound by them in full.
RADAD International appreciates the opportunity to supply high-quality cocoa products under these Terms and looks forward to a successful and transparent partnership with every Buyer.
For any question about these Terms, or to request a signed copy, email info@radadinternational.com or call +971 52 250 1039. Our team is available Monday to Sunday, 9:00 AM to 6:00 PM.
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Tell us the product, grade, volume and destination port, and we will send a quotation on FOB or CIF terms.
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