TERMS AND CONDITIONS OF ORDER

Unless otherwise agreed by a written Agreement:

1. The Supplier/Sub-contractor acknowledges that this Order constitutes an offer to purchase goods/services by IHS and may be withdrawn by IHS at its discretion anytime before its acceptance by the Supplier/Sub-contractor who may accept it by delivering the goods/services in terms hereof or notifying IHS of its acceptance of the offer in writing within the period stipulated in this document.

2. Supplier/Sub-contractor shall not cede, assign, transfer or subcontract the Order nor any portion hereof without the prior written consent of IHS, which consent, shall not be unreasonably withheld. 

3. In the event that IHS consents to the Supplier/Sub-contractor ceding, assigning, transferring or subcontracting this Order or any part thereof, the Supplier/Sub-contractor shall continue to bear responsibility for the conduct and performance of such assignee, transferee or subcontractor and the terms and conditions set out shall equally apply as between IHS and Supplier/Sub-contractor.

4. In the performance of the obligations of this Order, the Supplier/Sub-contractor shall be an independent Supplier/Subcontractor and not the agent, employee, partner or representative of IHS capable of binding IHS in any respect.

5. The Supplier/Sub-contractor hereby indemnifies IHS against any liability, loss, claim and/or proceedings whatsoever, arising under any law in respect of any personal injury or death of any person howsoever arising pursuant to or during the implementation of this Order.

6. Prices include cost of delivery to IHS at the address shown overleaf or any other designated address as may be advised by IHS prior to delivery.

7. Risk of all damages, loss and/or destruction in respect of goods/services supplied in terms of the Order shall be borne by the Supplier/Sub-contractor until acceptance by IHS. Acceptance is not deemed until IHS has had reasonable time to inspect the goods/services following delivery/handover or if later, within reasonable time after a latent defect in the goods/services becomes apparent.

8. IHS shall make all appropriate deduction of taxes or other lawful deductions including Withholding Tax and any other taxes or levies made applicable to any aspect of this Order and its payment thereof as may be introduces by law or other regulations from time to time.

9. The Supplier/Sub-contractor has the obligation to take out and maintain such insurance policies as may be required by law or IHS in the implementation of this Order.

10. All materials used in the manufacture of the goods/services called for this Order shall comply with the specifications required by IHS and it shall be of such quality composition and strength suitable for the purpose of the goods/services required.

11. IHS reserves the right at any time during the process of manufacture, processing and storage prior to dispatch, to inspect and/or arrange tests and analysis of any goods/services called for in this Order, in which request shall not be unreasonably withheld by Supplier/Sub-contractor. If as a result of the inspection or testing IHS is not satisfied with the quality of goods/services in compliance with specifications required, and IHS informs the Supplier/Sub-contractor within 7 days of inspection and testing, the supplier/Sub-contractor shall take such steps as are necessary to ensure compliance.

12. In the event of non compliance of goods/services supplied to the specification/quality in this Order, or any patent or latent defect manifesting themselves within the period of twelve months (depending on the nature of goods/services) or such longer period mutually agreed by parties, IHS shall be entitled to require a rectification or replacement of such defective goods/services or portion thereof within 7 days of request.

13. For the purpose of determining that the goods/services is being undertaken in accordance with the Purchase Order, the Supplier/ Sub-contractor shall with due diligence carry out all necessary work in accordance with IHS's instructions. The Supplier/Sub-contractor shall maintain proper record of such goods/services and the remedial measure taken to cure the defects or deficiencies, if any, indicated upon discovery by IHS after conducting an examination of the goods/services.

14. If the Examination of the Supplier/ Sub-contractor's goods/services is successful and a part or whole of the Purchase Order/ Contracts can be safely and reliably opened for            operation, IHS shall issue the Supplier/Sub-contractor a Stage Completion Certificate or Completion Certificate as the context may admit.

15. The Purchase Order shall be deemed to be completed and ready only when the Completion Certificate is issued by IHS in accordance with the provisions of the nature of the contract engaged herein.

16. All specifications, drawings, data or information provided by IHS pursuant to the implementation of this Order, shall remain the property of IHS and are confidential. The Supplier/Sub-contractor shall not, without the prior written consent of IHS, use any such material save for the implementation of this Order and shall not disclose or permit the disclosure of any information/data thereof to third parties except in so far as may be necessary for the implementation of this Order. The Supplier/Subcontractor shall also ensure the confidentiality of confidential information given applies to the necessary third parties they deal with.

17. The Order and any facts relating to the nature and/or quality of the goods/services covered thereby shall be confidential as between the Supplier/Subcontractor and IHS. If so required by Law or legally valid or for regulatory process, Supplier may disclose Confidential Information, subject to notice by Supplier/Sub-contractor to IHS to maintain the confidential of such Confidential Information.

18. The Supplier/Sub-contractor shall at the request of IHS return such specifications, drawings, date or information provided by IHS after completion of the Order.

19. No variation, addition to, deleting from or cancellation of this Order and no waiver of any right under this Order shall be effective unless reduced to writing.

20. Supplier/Sub-contractor hereby assigns, and shall require its employees to assign the copyright in all documents developed by the Supplier/Sub-contractor in connection with this Order, which document shall be the sole property of IHS.

21. The Supplier/Sub-contractor recognizes the right, title and interest of I H S in and to all service marks, trademarks, and trade names used by I H S and agree to indemnify IHS against claim made against IHS on the unauthorized use or infringement of intellectual property rights.

22. Each terms and conditions contained in this Order shall be several and distinct from every other such terms and conditions and if at any time, any one or more of such terms is, or becomes invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining terms and conditions shall not in any way be affected thereby.

23. The Supplier/Sub-contractor shall ensure that no lien of any kind is fixed upon or against the property of IHS.

24. IHS reserves the right to set off any loss, damage, liability or claim, which it may have against the Supplier/Sub-contractor in terms of this Order against it owes thereof.

25. IHS reserves the right to cancel this Order without incurring any liability whatsoever to the Supplier/Sub-contractor where goods/services is delayed beyond the stipulated period stated in this Order.

26. The terms of this Order shall be governed, interpreted and implemented in accordance with the laws of the Federal Republic of Nigeria.

27. Dispute arising between Parties in connection with this Order which cannot be resolved amicably by the parties shall be referred to arbitration. The place of arbitration shall be Lagos, Nigeria and the arbitral proceeding shall be conducted by a single arbitrator appointed pursuant to the provisions of the Arbitration and Conciliation Act, CAP. A18, Laws of the Federation of Nigeria, 2004 or any amendments or re-enactments thereof. It is the intention of the Parties that the arbitration shall be held and completed within 21 (twenty one) days of it being instituted.

28. The dispatch of goods or rendering of services against this Order shall be deemed to signify acceptance of the terms and conditions of this Order and price enumerated overleaf.

29. Except where otherwise agreed in writing, neither parties shall be liable to the other for special, collateral, exemplary, indirect, incidental or consequential damages (including without limitation to loss of goodwill, loss pf profits or revenues, loss of savings, loss of use, iterruptions of business, whether such damages occur prior or subsequent to, or are alleged as a result of, derelict or breach of any of the provisions of this agreement.)

30. Subject to the other provisions of any agreement, this Order shall be valid for a period of 90 days from the date of issuance.