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KafyMachines (“KM”) and the party named as the Applicant in the accompanying rental application (“the Customer”) agree as follows: ‐
1. Any quotation from (“KM”) automatically expires after agreed period of use unless accepted verbally or in writing and a deposit paid. Unless otherwise stated in (“KM”) price list, prices are exclusive Vat)
2. No cancellation or variation after acceptance of order will be effective unless agreed to in writing by (“KM”)
3. A quoted price will apply to quoted parts or services to be provided by (“KM”)(“the Supplies”) which are ordered at the time of the quote date. Supplies ordered after that time may be subject to price changes at (“KM”)’s sole discretion.
4. (“KM”) may charge for shipment packaging provided by (“KM”) with (“KM”) additional equipment(s)
5. Unless credit has been provided to the Customer, the Customer must pay the total amount payable for Supplies inclusive of ex-vat to (“KM”) without deduction cash on delivery (“COD”). If credit has been provided to the Customer then the COD provision will be superseded by a 30 days credit arrangement. (“KM”) may require a deposit on placement of order.
6. (“KM”) may charge and the Customer will pay interest on all amounts not paid by the due date(s) at the rate of 15% per day. Interest will be calculated daily and may be capitalised monthly until full payment is made.
7. Allowance to the Customer of time to pay, will not constitute a waiver by (“KM”) of any of these terms nor be construed as (“KM”) granting credit facilities to the Customer. No credit facility will be granted to the Customer unless stated by (“KM”) in writing.
8. Risk in the Supplies will pass to the Customer immediately upon (“KM”) dispatch of the Supplies to the Customer or collection of the Supplies by the Customer. Any third party delivering the Supplies will be the Customer’s agent and (“KM”) will have no liability for the acts or omissions of that agent even if delivery was arranged by (“KM”)
9. Any expenses incurred by (“KM”) in recovering any outstanding monies from the Customer including the cost of repossession and resale of the Supplies, debt collection agency fees and legal costs (full indemnity basis) will be paid by the Customer. Despite anything contrary in these terms, all monies due from the Customer will become immediately payable to (“KM”) upon the happening of any event or the issue against or service on the Customer of any notice or proceedings in any way concerning the Customer’s solvency or payment of its debts.
10. Supplies may incorporate changes from time to time made by (“KM”) due to changes in manufacturing or in raw materials.
11. (“KM”) will in no way be liable for any claim or cost resulting from non‐delivery or delayed delivery or from any fault in Supplies which are beyond (“KM” ) control. The Customer will indemnify (“KM”) from such claims or costs.
12. Title in the Supplies will not pass to the Customer under any circumstances as this is a rental agreement only.
13. The Customer acknowledges and agrees that these terms: a) constitute a Security Agreement for the purposes of the Personal Properties Securities Act 2009 b) grant (“KM”) a security Interest in the Supplies and their proceeds to secure all amounts owed by the Customer to (“KM”) any time.
14. The Customer undertakes to: a) do all things necessary and provide (“KM”) on request all information (“KM”) requires to register a rental statement , b) not to change its name in any form or other details on the rental agreement without first notifying (“KM”)
15. Without affecting any other indemnity or rights under these terms, if the Customer is in breach of any of its obligations under clause 14, the Customer must indemnify (“KM”) against all loss or expense suffered by (“KM”) as a consequence of that breach.
16. The Customer appoints (“KM”) as its attorney to sign in the Customer’s name all documents which (“KM”) considers necessary to enforce or protect its rights and powers under these terms and to perfect, preserve, maintain, protect or otherwise give full effect, under the law and related regulations, to these terms and the security interest created by these terms.#
17. Until (“KM”) receives full payment (“KM”) has the right (without prejudice to any other rights and remedies it may have) to recover, detach, remove and/or resell any of the Supplies or any parts of the same description. For that purpose (“KM”) agents or employees may without notice enter any place (“KM”) believes the Supplies to be without committing a trespass. (“KM”) will have no obligation to make good any damage caused by such recovery, detachment or removal and (“KM”) will not be liable for and the Customer will indemnify (“KM”) against any costs, claims, damages or losses expended suffered by the Customer or a third party as a result.
18. Where the Supplies are services, (“KM”) warrants that it will repair or arrange to have repaired without charge to the Customer any fault in the Supplies proved to (“KM”)’s satisfaction to have occurred entirely as a result of (“KM”)’s poor workmanship. That fault must have occurred before supplies and during normal and proper use of the relevant plant or equipment by the Customer. If (“KM”) accepts liability for repairs, the Customer at its cost must deliver the plant or equipment to (“KM”)’s nominated workshop and collect the plant or equipment after repair. Other than as stated in this clause or as unavoidably required by law, (“KM”) gives no guarantee in relation to the Services.
19. The Customer has relied entirely on its own skill and judgment in ordering the Supplies.
20. (“KM”) will have no liability at all for any consequential loss, injury, damages or expenses suffered or incurred directly or indirectly by the Customer or any of the Customer’s agents or employees or any other person in connection with the supply of the Supplies by (“KM”) or any delay in or the inability (“KM”) to supply the Supplies.
21. Any variation to these terms must be in writing signed by (“KM”)
22. Any notice, invoice or document to be given to the Customer will be sufficiently given if posted by ordinary prepaid post or faxed to the Customer at the Customer’s last known address or facsimile number and will be deemed to have been received by the Customer in the ordinary course of post or on receipt by (“KM”) of a successful transmission answerback.
23. Despite any contrary rule or implication of law, all contracts between the Customer and (“KM”) will be deemed to be made in Nigeria pursuant to Nigeria laws. Any dispute resolution procedures will take place in Nigeria.
STANDARD TERMS OF TRADE
KafyMachines (“KM”) and the party named as the Applicant in the accompanying rental application (“the Customer”) agree as follows: ‐
1. Any quotation from (“KM”) automatically expires after agreed period of use unless accepted verbally or in writing and a deposit paid. Unless otherwise stated in (“KM”) price list, prices are exclusive Vat)
2. No cancellation or variation after acceptance of order will be effective unless agreed to in writing by (“KM”)
3. A quoted price will apply to quoted parts or services to be provided by (“KM”)(“the Supplies”) which are ordered at the time of the quote date. Supplies ordered after that time may be subject to price changes at (“KM”)’s sole discretion.
4. (“KM”) may charge for shipment packaging provided by (“KM”) with (“KM”) additional equipment(s)
5. Unless credit has been provided to the Customer, the Customer must pay the total amount payable for Supplies inclusive of ex-vat to (“KM”) without deduction cash on delivery (“COD”). If credit has been provided to the Customer then the COD provision will be superseded by a 30 days credit arrangement. (“KM”) may require a deposit on placement of order.
6. (“KM”) may charge and the Customer will pay interest on all amounts not paid by the due date(s) at the rate of 15% per day. Interest will be calculated daily and may be capitalised monthly until full payment is made.
7. Allowance to the Customer of time to pay, will not constitute a waiver by (“KM”) of any of these terms nor be construed as (“KM”) granting credit facilities to the Customer. No credit facility will be granted to the Customer unless stated by (“KM”) in writing
.
8. Risk in the Supplies will pass to the Customer immediately upon (“KM”) dispatch of the Supplies to the Customer or collection of the Supplies by the Customer. Any third party delivering the Supplies will be the Customer’s agent and (“KM”) will have no liability for the acts or omissions of that agent even if delivery was arranged by (“KM”)
9. Any expenses incurred by (“KM”) in recovering any outstanding monies from the Customer including the cost of repossession and resale of the Supplies, debt collection agency fees and legal costs (full indemnity basis) will be paid by the Customer. Despite anything contrary in these terms, all monies due from the Customer will become immediately payable to (“KM”) upon the happening of any event or the issue against or service on the Customer of any notice or proceedings in any way concerning the Customer’s solvency or payment of its debts.
10. Supplies may incorporate changes from time to time made by (“KM”) due to changes in manufacturing or in raw materials.
11. (“KM”) will in no way be liable for any claim or cost resulting from non‐delivery or delayed delivery or from any fault in Supplies which are beyond (“KM” ) control. The Customer will indemnify (“KM”) from such claims or costs.
12. Title in the Supplies will not pass to the Customer under any circumstances as this is a rental agreement only.
13. The Customer acknowledges and agrees that these terms: a) constitute a Security Agreement for the purposes of the Personal Properties Securities Act 2009 b) grant (“KM”) a security Interest in the Supplies and their proceeds to secure all amounts owed by the Customer to (“KM”) any time.
14. The Customer undertakes to: a) do all things necessary and provide (“KM”) on request all information (“KM”) requires to register a rental statement , b) not to change its name in any form or other details on the rental agreement without first notifying (“KM”)
15. Without affecting any other indemnity or rights under these terms, if the Customer is in breach of any of its obligations under clause 14, the Customer must indemnify (“KM”) against all loss or expense suffered by (“KM”) as a consequence of that breach.
16. The Customer appoints (“KM”) as its attorney to sign in the Customer’s name all documents which (“KM”) considers necessary to enforce or protect its rights and powers under these terms and to perfect, preserve, maintain, protect or otherwise give full effect, under the law and related regulations, to these terms and the security interest created by these terms.
17. Until (“KM”) receives full payment (“KM”) has the right (without prejudice to any other rights and remedies it may have) to recover, detach, remove and/or resell any of the Supplies or any parts of the same description. For that purpose (“KM”) agents or employees may without notice enter any place (“KM”) believes the Supplies to be without committing a trespass. (“KM”) will have no obligation to make good any damage caused by such recovery, detachment or removal and (“KM”) will not be liable for and the Customer will indemnify (“KM”) against any costs, claims, damages or losses expended suffered by the Customer or a third party as a result.
18. Where the Supplies are services, (“KM”) warrants that it will repair or arrange to have repaired without charge to the Customer any fault in the Supplies proved to (“KM”)’s satisfaction to have occurred entirely as a result of (“KM”)’s poor workmanship. That fault must have occurred before supplies and during normal and proper use of the relevant plant or equipment by the Customer. If (“KM”) accepts liability for repairs, the Customer at its cost must deliver the plant or equipment to (“KM”)’s nominated workshop and collect the plant or equipment after repair. Other than as stated in this clause or as unavoidably required by law, (“KM”) gives no guarantee in relation to the Services.
19. The Customer has relied entirely on its own skill and judgment in ordering the Supplies.
20. (“KM”) will have no liability at all for any consequential loss, injury, damages or expenses suffered or incurred directly or indirectly by the Customer or any of the Customer’s agents or employees or any other person in connection with the supply of the Supplies by (“KM”) or any delay in or the inability (“KM”) to supply the Supplies.
21. Any variation to these terms must be in writing signed by (“KM”)
22. Any notice, invoice or document to be given to the Customer will be sufficiently given if posted by ordinary prepaid post or faxed to the Customer at the Customer’s last known address or facsimile number and will be deemed to have been received by the Customer in the ordinary course of post or on receipt by (“KM”) of a successful transmission answerback.
23. Despite any contrary rule or implication of law, all contracts between the Customer and (“KM”) will be deemed to be made in Nigeria pursuant to Nigeria laws. Any dispute resolution procedures will take place in Nigeria.