TERMS OF SALE

GENERAL TERMS AND CONDITIONS OF SALE 

ARTICLE 1 - Scope of application 

FEED AVENUE Ltd is a company duly incorporated under the number 1669450 of the Companies and Allied Matters Act, CAP C20, Laws of the Federation of Nigeria, 2004 with reregistered office situate at No. 48, Sani Zangon Daura Estate, Kado, Federal Capital Territory, Abuja, Nigeria, duly represented by M. Xavier DEQUIPPE, Managing Director. 

FEED AVENUE LTD provides the following products and services to its customers:

- Services in animal feed formulation and nutrition advices

- Premix, additives and finished feed products for livestock and fishes

- Import and distribution of animal feeds and related products

The fact of ordering a product and/or a service from FEED AVENUE LTD implies the full and complete acceptance of these General Terms and Conditions of Sale, which is expressly acknowledged by the Customer, who definitively waives the right to rely on any contradictory document and, in particular, its own general terms and conditions of purchase. 

In accordance with the current regulations, FEED AVENUE Ltd reserves the right to derogate from certain clauses of these General Terms and Conditions of Sale, depending on the negotiations conducted with the Client, by establishing Special Terms and Conditions of Sale. 

ARTICLE 2 - Orders 

2-1 Placing of orders by Customers

Any order for products and/or services is subject to a quotation by FEED AVENUE LTD. A sale is only perfected/ completed after written acceptance of the quotation by the Client. 

2-2 - Modification of orders

Any order modifications requested by the Customer may only be taken into account, within the limits of FEED AVENUE LTD’s possibilities and at its sole discretion, if they are notified in writing. 

In any case, modifications can only be accepted if FEED AVENUE LTD is notified to prior to the delivery of the products and/or the provision of services, after the Client has signed a new quotation and any price adjustment. 

2-3 - Cancellation of orders

Any request for cancellation of the Customer's order must be notified in writing to FEED AVENUE LTD. Any cancellation of an order is subject to prior written acceptance by FEED AVENUE LTD. 

In the event of cancellation of the order by the Customer accepted by FEED AVENUE LTD, for any reason other than force majeure, the Customer shall be liable to FEED AVENUE LTD for an amount corresponding to 50% of the total amount excluding VAT on the order, as damages. 

ARTICLE 3 – Rates

The products and services are provided at the prevailing prices in force on the day the order is placed, according to the estimate previously established by FEED AVENUE LTD and accepted by the Customer. These rates are firm and cannot be revised during their validity period. 

The study rates are calculated on the basis of daily rates, which take into account the profile of the participants, the duration of the intervention and the geographical area concerned. 

In the event of interventions carried out outside the premises of the company, the customer will also be invoiced according to the scale in force on the day of placing of the order, the traveling expenses exposed by the employees of FEED AVENUE LTD.

ARTICLE 4 - Invoicing - Terms of payment - Penalties for late payment
- Criminal clause 

The quotation or proforma drawn up by FEED AVENUE LTD and accepted by the Client may provide for the latter to pay a deposit corresponding to a percentage of the total amount excluding VAT of the order. In the absence of payment of the full instalment, FEED AVENUE LTD shall not be obliged to deliver the products or provide the services. 

The invoice of FEED AVENUE LTD shall be sent or delivered to the Customer following the delivery of the products or the performance of the services.

The entire invoice price must be paid by the Customer upon receipt of the invoice. 

In the event of late payment by the Client, late payment penalties, corresponding to a percentage of the amount including VAT of the sums due by the latter, shall automatically be acquired by FEED AVENUE LTD from the day following the due date of the invoice, without any formality or prior formal notice. 

These late penalties will be calculated on the basis of a rate equal to the interest rate applied by the Central Bank of Nigeria to its most recent refinancing operation plus 10 percentage points. 

In addition to the late payment penalties provided for above, in the event of non-payment by the Customer of the entire amount of the invoice at the end of a period of one month from its due date, the Customer shall be liable to FEED AVENUE LTD for an indemnity corresponding to 20% of the outstanding balance excluding VAT. This compensation is due as of right, without prior formal notice. 

ARTICLE 5 - Transfer of ownership and transfer of risks in case of sale of products 

5-1 - Retention of ownership in the event of the sale of products 

In all cases, the transfer of ownership of FEED AVENUE LTD's products to the Customer will only be carried out after full payment of the price by the latter, regardless of the delivery date of the said products. 

Thus, in the absence of full payment by the Customer, FEED AVENUE LTD is entitled to take possession of the product delivered to the Customer. Any advance payment made by the Customer shall remain the property of FEED AVENUE LTD as a lump sum compensation, without prejudice to any other actions it may bring. 

5-2 - Transfer of risks in the event of the sale of products

The products travel at the risk and peril of the Customer, regardless of the mode of transport or the methods of invoicing and payment of the transport price 

ARTICLE 6 - Time limit for the delivery of products and/or the provision of services 

The delivery time for the products and/or services is specified in the quotation drawn up by FEED AVENUE LTD and accepted by the Customer. Failing this, it is 3 months ex works Abuja. The delivery time shall not be considered as a strict time limit. 

In any case, FEED AVENUE LTD cannot be held liable if the delay in the delivery of products and/or the provision of services is less than 3 months ex works or if it is attributable to the Customer or to a case of force majeure. 

In the event of a delay in the delivery of products and/or the provision of services exceeding 3 months ex works and not attributable to the Customer, the latter may request the cancellation of the sale. Any deposit paid will then be returned to the customer by FEED AVENUE LTD 

ARTICLE 7 - Place of delivery of products and/or provision of services 

The estimate specifies via the incoterm retained by the customer of the place where the products are delivered and/or the services are provided. 

ARTICLE 8 - Conditions for the provision of services outside the company's premises 

The rules relating to the safety of the environment in which FEED AVENUE LTD's employees operate remain the responsibility of the Client and under its exclusive authority.

ARTICLE 9 - Compliance 

Upon delivery of the products and/or receipt of the services, the Customer is required to check their conformity with the order. In the absence of reservations or complaints notified in writing to FEED AVENUE LTD, within 3 days, the products and/or services shall be deemed to conform in quantity and quality to the order. 

FEED AVENUE LTD will replace as soon as possible and at its own expense, the delivered products whose lack of conformity has been duly proven by the Customer. 

Similarly, FEED AVENUE LTD shall rectify or re-perform, as soon as possible and at its own expense, the services whose lack of conformity has been duly proven by the Customer. 

ARTICLE 10 - Liability of FEED AVENUE LTD – Guarantee

10-1 - Liability of FEED AVENUE LTD - Guarantee in case of sale of products 

The products sold by FEED AVENUE LTD are likely to give right to a manufacturer's warranty. 

In addition to this possible manufacturer's guarantee, FEED AVENUE LTD guarantees the Customer against any lack of conformity of the products that cannot be detected at the time of their delivery, and any hidden defects resulting from a defect in material, design or manufacturing affecting the products delivered and making them unfit for use, for a period of 12 months from their supply to the Customer. 

This warranty is limited to the replacement or refund of non-conforming or defective products. 

Any warranty is excluded in the event of misuse, negligence or lack of maintenance on the part of the Customer, as well as in the event of normal wear and tear of the product or force majeure. 

In order to assert its rights, the Customer must, under penalty of forfeiture of any action relating thereto, inform FEED AVENUE LTD, in writing, of the existence of any lack of conformity that cannot be detected at the time of delivery or any hidden defect within a maximum period of 10 days from its discovery. 

FEED AVENUE LTD will replace defective parts or products under warranty. The replacement of defective parts or products will not extend the duration of the warranty set out above. 

10-2 - Liability of FEED AVENUE LTD - Guarantee in case of sale of services.

For formulation, Farm diagnosis and nutrition recommendation services : 

FEED AVENUE LTD guarantees the Customer against any lack of conformity of the services not detectable at the time of their reception and any hidden defect, resulting from a defect in the design or execution of the services provided and making them unfit for the use for which they were intended, excluding any negligence or fault of the Customer, for a period of 1 month from their supply to the Customer. 

This warranty is limited to the rectification or re-performance of non-compliant or defective services.

In order to assert its rights, the Customer must, under penalty of forfeiture of any action relating thereto, inform FEED AVENUE LTD, in writing, of the existence of any lack of conformity that cannot be detected at the time of receipt or any hidden defect within a maximum period of 3 days from its discovery. 

FEED AVENUE LTD will rectify or carry out again, at its exclusive expense, the services under guarantee, which will not have the effect of extending the duration of the guarantee set out above. 

For other services : 

FEED AVENUE LTD assures an obligation of means and in no case of result for the services of technical studies, farm diagnosis, formulation and nutrition recommendation. Proof of the burden is on the customer who invokes failure of FEED AVENUE LTD. 

ARTICLE 11 - Intellectual Property 

All formulation studies, nutrition plans, nutrition recommendations carried out by FEED AVENUE LTD and transmitted to the Client remain the exclusive property of FEED AVENUE LTD. The Customer may not, therefore, without the written consent of FEED AVENUE LTD, modify, use or transmit them to third parties. 

ARTICLE 12 - Applicable law - Disputes 

These General Terms and Conditions of Sale, as well as all contractual relationships they are intended to govern, are subject to Nigerian law. 

Any dispute relating to the interpretation and application of these General Terms and Conditions of Sale shall be subject to the exclusive jurisdiction of the Courts at the registered office of FEED AVENUE LTD.