General Conditions of Sale of Goods & Services
For the avoidance of doubt in this agreement 'Company' means C. Woermann (Nigeria) Ltd. and 'Customer' means the person (artificial or natural) who enters into this agreement.
General: All deliveries and services from the Company are subject to the following terms and conditions of sale. Any conditions in any order given by any Customer which are inconsistent with these conditions are expressly revoked. Such conditions shall not be legally binding for the Company unless they have been agreed to in writing by the Company.
Non-conforming contract products: The contract products do not conform with the contract of sale if at the time the risk passes they are clearly different to the specifications laid down in this contract, or in absence of agreed specifications, the contract products are not fit for the purpose specified by the manufacturer. The Company is not liable for the contract products complying with further reaching expectations of the Customer or for their compliance with legal requirements. Irrespective of the Customers’s remedies, the Company is entitled to repair non-conforming contract products or to supply substitute goods.
Third party claims: Third parties not involved in the conclusion of this contract of sale, in particular those purchasing from the Customer, are not entitled to demand delivery to themselves, to rely on any remedy provided for in this contract of sale or to raise claims against the Company, founded on delivery of non-conforming contract products or defect in title.
Product liability: Without prejudice to the Company’s continuing legal rights and waving any defence of limitation the Customer will indemnify the Company without limit against any and all claims of third parties which are brought against the Companyr on the grounds of product liability, to the extent that the claim is based on circumstances which were caused by the Customer after risk passed.
Avoidance by the Company: Without prejudice to its continuing legal rights, the Company is entitled to avoid this contract of sale without compensation if insolvency proceedings relating to the assets of the Customer are applied for or commenced; if the Company does not receive the price properly or in time; if required export licenses, permits, approvals or consents are not granted by the German authorities; or if for other reasons the Company cannot be expected to fulfill its obligations by means which are unreasonable in particular in relation to the agreed counter-performance.
Retention of Ownership: The Company retains ownership of the purchased items until payment of all claims has been made in full as agreed in the sales contract.
Damages and amount of damages: The Company is only obliged to pay damages pursuant to this contract of sale if it deliberately or in circumstances amounting to gross negligence breaches obligations owed to the Customer. This limitation does not apply if the Company commits a fundamental breach of his obligations. Without prejudice to its continuing legal rights the Company is not liable for a failure to perform any of its obligations if the failure is due to impediments which occur, e.g. as a consequence of natural or political events, acts of state, industrial disputes, sabotage, accidents or similar circumstances and which cannot be controlled by the Company with reasonable means. The Customer is required in the first instance to rely on other remedies and can only claim damages in the event of a continuing deficiency. The amount of damages for late delivery is limited to 0.5 per cent of the respective delivery value for each week, up to a maximum of 2.5 per cent of the respective delivery value, and for other breaches of contract is limited to the delivery value. This limitation of liability does not apply if the Company deliberately or in circumstances amounting to gross negligence breaches obligations owed to the Customer.
Place of Performance: Without prejudice to the articles above, the place of the performance and payment for all obligations arising from the legal relationship between the Company and the Customer is Lagos, Nigeria. In particular, this provision also applies in the case of restitution of performances already rendered.
Applicable law: The contractual relationship between the Company and the Customer shall be subject to the laws of the Federal Republic of Nigeria. Where applicable by the laws of the Federal Republic of Nigeria the contractual relationship shall governed by the United Nations Convention of April, 11th, 1980 on Contracts for the international sale of Goods (UN Sales Conventions/CISG) in the English version.
Jurisdiction: If the dispute is still not resolved, then the matter shall be referred, at the Company's election to arbitration in accordance with the Rules of the Arbitration and Conciliation in Nigeria, Cap 19, Laws of the Federation. The number of Arbitrators shall be one and the Chairman of the Chartered Institute of Arbitrators shall appoint the Arbitrators. The language of the arbitration shall be English. The venue of the Arbitration shall be Lagos State.
Severability: The invalidity or unenforceability of any provision shall not affect any other part of these Terms and Conditions.