Terms and Conditions of Sale

1.

In the event of prohibition of exportation, refusal to issue export licence, act of God, war, blockade, embargoes, insurrection, mobilisation governmental direction, restraints of prices, rulers and people or intervention of civil, naval or military authorities or other agencies of government, riots, civil commotions, warlike conditions, strikes, lockouts, slow-downs, sabotage, prolonged failure or shortage of electric current, plague or other epidemics, quarantine, fire flood, wind-flood, typhoon, hurricane, tidal wave, landslide, lightning, explosion affecting the activities of Seller, the manufacturer(s) or any other person, firm or corporation directly or indirectly connected with the sale, manufacture, shipment or delivery, or any other causes beyond the control of Seller or Force Majeure, Seller shall not be liable for any delay in shipment or delivery, or for nondelivery, destruction or deterioration, of all or any part of the merchandise, or for any other default in performance of this contract arising there from, and Buyer is bound to accept the delayed shipment or delivery made within the reasonable time or to accept cancellation of any part of this contract as the case maybe.

2.

Any charges, for consular invoices, if required, shall be for the account of the Buyer.

3.

Shipment within the time stipulated shall be subject to freight being available. In case of F.O.B contract Buyer is bound to give shipping instructions in time and provide necessary shipping space: otherwise, Seller can dispose of merchandise for Buyers account and risk.

4.

In case of shipment in instalments, each lot shall be regarded as separate and independent contract. Dates of bills of lading are to be taken as date of shipment.

5

. Any new or increased customs duties, taxes, import surcharges or other governmental charges which become effective after the date of this contract and any additional freight, insurance and other charges relating to the sale, loading, unloading, delivery, storage and transportation of the merchandise which could not have been foreseen on the date of this contract or which results from any of cause or causes specified in article 1 hereof shall be for account of Buyer, even if the merchandise is sold on terms such as duty paid terms.

6.

Insurance C.I.F sales shall be effective for the amount of Sellers invoice plus ten (10) percent (%); any additional insurance required by Buyer is at his own expense; unless otherwise stated, insurance to be covered for marine insurance only F.P.A. (free from particular average). Seller may if he deems it necessary, insure against war risk at Buyer’s expense.

7.

If unit of currency in which payment is hereby directed to be made shall after the date of this contract suffer any fall in real value by any decree, declaration, direction or act of state, government or government agency or other official order of that country whose currency it is, which has the effect of devaluing such currency, Seller may either terminate this contract without prejudice to its accrued rights there under or may require Buyer who hereby consents (a) to pay Seller in respect of any amount payable before such fall in real value occurred or (b) to pay Seller on demand, if a negotiable instrument shall have been given to Seller in respect of any such payment and the devaluation shall occur before the maturity date thereof, such additional amount as shall be necessary to make the amount payable under the negotiable instrument up to the real value of the amount payable there under before such fall in real value occurred.

8.

Within days from this date, Buyer shall establish an irrevocable and confirmed letter of credit with a prime bank satisfactory to Seller which letter of credit shall be in form and upon terms satisfactory to Seller, and shall be in favour of Seller in an amount equal to percent (%) of the total purchase price set forth on the face hereof and shall provide all payments shall be made only to the order of negotiating bank. The letter of credit shall refer to this contract by its number, and shall authorise reimbursement to Seller for such sums, if any, as may be advanced by Seller for consular invoices, inspection fees and other expenditures made by the Seller for the account of Buyer. The letter of credit shall also provide for partial availability against partial deliveries and shall be maintained for a period of days (not less than (30) days) after the latest date set forth above that the merchandise if required to be available for delivery. If the Buyer fails to establish such letter of credit within the time stipulated and in the form specified above. Seller reserves the right to cancel the contract and Buyer is bound to reimburse Seller for any loss sustained from such cancellation.

9.

Seller will not be responsible for any infringement with regard to patent, utility model, trade mark, design or copyright on the merchandise; all such rights are to be expressly reserved to the true and lawful owners thereof. In any case or dispute and/or claim arises in connection with the above right and/or rights, Seller reserves every right and all rights to cancel, and make null and void this contract at his discretion and to hold himself free of any liability arising there from; Buyer shall be responsible for every loss and/or damage caused thereby.

10.

If Buyer fails to carry out any of the items of this or any other contract with Seller, or in the event of death, bankruptcy, insolvency, liquidation, or appointment of Receiver of Buyer, dissolution of modification of partnership of Buyer, any and all instalment or postponed or deferred payments including interest thereon for shipment already made shall immediately become due and payable and Seller shall have the right to offset any debts payable to Buyer by credits receivable from Buyer and to cancel this and/or any other contract with Buyer or to postpone the shipments, or to stop the goods in transit, and Buyer is bound to reimburse Seller for any loss sustained there from.

11.

Any claims by Buyer of whatever nature arising under this contract shall be made in writing and shall be received by Seller within sixty (60) days after arrival of goods ant the destination specified in the bills of lading. Full particulars of such claim shall be made in writing, and forwarded by registered mail to Seller within fourteen (14) days after the above notification. Any claims made by Buyer relating to a breach of a condition of this contract shall not entitle Buyer to reject the goods. Buyer must submit with particulars sworn surveyor’s reports when the quality or quantity of the goods delivered is in dispute. If Buyer fails to comply with the stipulations of this article, such claims shall be deemed to be waived and absolutely barred.

12.

(a) The property in and ownership of goods sold shall not pass to the Buyer until such time as all monies that the Buyer owes to us in respect of such goods have been paid in full.
(b) Until the Buyer has paid to us all amount due in respect of any goods such goods shall be stored separately from the other property of the Buyer and identified as belonging to us.
(c) If the Buyer re-sells to any third party the goods which are the subject of any contract of sale between the Buyer and ourselves, the proceeds of such sale or re-sale shall be separately held by the Buyer as our judiciary and the Buyer shall pay all such monies as are owing to us out of the proceeds of such sale or re-sale.

13.

Any dispute or difference arising out of or relating to this contract, or the breach thereof which cannot be settled amicably without undue delay by the interested parties shall be referred to the arbitration in London of two Arbitrators, and to be appointed by each of the parties hereto, in accordance with and subject to the provision of the Arbitration Act, 1950, or any statutory modification thereof for the time being in force. The award shall be final and binding upon both parties. This contract shall be interpreted and governed by the Laws of England.