WHO WE ARE AND WHAT WE SELL - Denver Petroleum

Definitions
In these Terms and Conditions:
48
TERMS AND CONDITIONS OF SALE
The “Company” means Denver Petroleum Services Limited.
The “Customer” means any person (natural or corporate), firm, unincorporated association or unincorporated body of persons or other entity, with whom the
Company enters into a contract for the sale of goods (including any attendant provision of services) by the Company.
The “Contract” means any such contract entered into between the Company and the Customer.
The “Conditions” means these Terms and Conditions of Sale.
The “Goods” means the goods to be sold by the Company pursuant to the Contract.
GENERAL
All quotations and orders are subject to the following Conditions. All price lists
are subject to change without notice. Orders become Contracts only upon acceptance
by the Company.
The Conditions apply in preference to and supersede any terms and conditions
referred to, offered or relied on by the Customer whether in negotiation or at any
stage in the dealings between the Company and the Customer with reference to
the Goods to which this Contract relates. Without prejudice to the generality of
the foregoing the Company will not be bound by any standard or printed terms
furnished by the Customer in any of its documents.
The Company’s employees are not authorised to make representations concerning
the Goods unless confirmed by the Company in writing and the Customer, in
entering into the Contract, acknowledges that it does not rely on, and waives any
claim for breach of, any such representation not so confirmed.
Any description of the Goods has been given by way of identification only and
the use of such description shall not constitute a sale by description.
Any sample shown to the Customer was shown and inspected to enable the
Customer to assess the quality of the Goods, and not to constitute a sale by
sample.
FORCE MAJEURE
Orders are accepted by the Company under the condition that the Company is
not to be liable for losses, detentions or delays occasioned by accident, strikes,
fires affecting the Company’s operations or the operations of the Company’s
suppliers or any other causes beyond the Company’s control and no damages for
delay in delivery will be allowed.
TIME OF DELIVERY
Delivery dates are approximate only and the Company shall not be liable for any
delay in delivery of the Goods howsoever caused. Time for delivery shall not be
of the essence unless previously agreed by the Company in writing. The company
can deliver the Goods in advance of the quoted delivery date on giving
reasonable notice to the Customer.
WARRANTY AND EXCLUSION
All Goods manufactured by the Company are guaranteed against defects in
material and workmanship. No guarantee is made against corrosion, erosion or
chemical attack. All metals and resilient synthetics are guaranteed to be of the
material specified. There is no representation, warranty, condition or collateral
agreement, express or implied, statutory or otherwise, in relation to or in any
way affecting the Goods sold or the rights of the parties supported by this Contract,
other than as herein contained. This warranty does not apply to Goods
manufactured by others.
Claims of incorrect or defective material or workmanship must be notified to the
Company in writing within ten days from receipt of said material failing which
the Goods are deemed to be in good condition. The Company then has the
option of re-inspection at the Customer’s premises or the Company’s own before
allowing or rejecting the Customer’s claim. If the fault lies with the Company,
the Company shall, at its option, either replace or repair the defective Goods in
question at its own cost and expense. Where the Company provides attendant
services and such services are defectively performed, then provided the Company
receives written notice of the same within the ten days period referred to above,
the Company will re-perform the same services at its own cost and expense. No
material may be returned without first obtaining written permission from the
Company. If the fault lies with the Customer then the Company reserves the
right to recover the cost of inspection and freight incurred by the Company
Defects that do not impair satisfactory service shall not be a cause for rejections.
Notwithstanding anything to the contrary the above represents the Customer’s
sole remedy, and the Company’s sole liability for defective Goods and the consequences
thereof whether under Contract, delict (including negligence), statute or
at law. To the extent in conflict with the foregoing all implied terms, conditions,
warranties and representations, statutory or otherwise,
as to (i) correspondence of the Goods to any description or (ii) the satisfactory
quality of the Goods of (iii) the fitness of the goods for any purpose (whether
made known to the Company or not) are excluded from the Contract to the
maximum extent permissible by law.
The Company will not assume any responsibility, expense or liability for repairs
or alterations to Goods without the Company’s prior written consent. Neither
party shall be liable to the other for any consequential or indirect loss including
but without limitation, loss of revenue, loss of profit, business interruption or
delay related loss howsoever caused and regardless of negligence or other
breach of duty.
These provisions will survive expiry or termination of the Contract.
SHIPMENTS
All prices quoted are ex works unless otherwise indicated in the Company’s
quotation. The Company shall retain title to and hereby reserves the right to
dispose of the Goods until full payment of the price of the Goods has been received.
The Company’s responsibility for loss or damage to the Goods ceases
with the collection of Goods in good order by transportation companies at which
point risk in the Goods shall be the Customer’s responsibility. Delivery is not
guaranteed at or to the destination. Claims for shortage or damage in transit
must be made by the Customer against the carrier. In the absence of definite
shipping instructions the Company reserves the right to ship all material upon
completion by any public carrier, which the Company deems satisfactory.
ADDITIONAL CHARGES
Additional charges will be made to cover the cost of unusual packing delivery,
engineering, servicing, overtime work, taxes, financing or any cost element not
included in the Company’s price.
In case of refusal or inability of Customer to accept any shipment in accordance
with the terms of this order, or Contract, the Customer shall be held liable for
freight, express, storage, extra cost or handling and other expenses that may be
incurred thereby. Should the Customer’s financial standing become unsatisfactory
to the company, cash payment or satisfactory security may be demanded by
the Company and the Customer will comply with such demands.
TERMS OF PAYMENT
Terms are Nett monthly from date of invoice unless otherwise indicated in the
Company’s quotation.
The Company reserves the right to increase quoted prices if the cost of materials
and third party supplies escalates.
Where payment is overdue by more than 30 days, the company shall be entitled
to charge interest on the amount due from time to time from the date of invoice to
the date of payment at the rate of 4 per cent over the base lending rate of the
Zenith Bank Plc. in force from time to time.
OTHERS
Charges made for tools, fixtures, etc. are a partial charge and do not convey
ownership or the right to remove them from the Company’s premises.
Neither the Customer nor the company shall be bound by any variation, waiver
of, or addition to these Conditions except as agreed by both parties in writing
and signed on their behalf.
Headings in these Conditions are for ease of reference only and shall not affect
their construction or interpretation.
The Contract shall be governed by the laws of Nigeria.