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Terms & Conditions

Application of Terms and Conditions

Welcome to the allautomationmodules.com website (the "Site"). These terms & conditions ("Terms and Conditions") apply to the Site, and all of its divisions, subsidiaries, and affiliate operated Internet sites which reference these Terms and Conditions.

This website is owned and operated by All Auto Modules Inc. For the purposes of this website, “Supplier”,” Seller", "we", "us" and "our" all refer to allautomationmodules.com

The Site reserves the right, to change, modify, add, or remove portions of both the Terms and Conditions of Use and the Terms and Conditions of Sale at any time. Changes will be effective when posted on the Site with no other notice provided. Please check these Terms and Conditions regularly for updates. Your continued use of the Site following the posting of changes to these Terms and Conditions constitutes your acceptance of those changes.

Kindly review the Terms and Conditions listed below diligently prior to using this website as your use of the website indicates your agreement to be wholly bound by its Terms and Conditions without modification.

You agree that if you are unsure of the meaning of any part of these Terms and Conditions or have any questions regarding the Terms and Conditions, you will not hesitate to contact us for clarification. These Terms and Conditions fully govern the use of this website. No extrinsic evidence, whether oral or written, will be incorporated.

The Supplier shall supply and the Customer shall purchase the Goods and Services in accordance with the quotation which shall be subject to these Terms and Conditions; and

The contract shall be to the exclusion of any other terms and conditions subject to which any such quotation is accepted or purported to be accepted, or any such order is made or purported to be made, by the Customer.

Definitions and Interpretation

In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:

  • Business Day means any day other than a Saturday, Sunday or public holiday;
  • Commencement Date means the commencement date for the Contract as set out in the quotation;
  • Confidential Information means, in relation to either Party, information which is disclosed to that Party by the other Party pursuant to or in connection with this Agreement (whether orally or in writing or any other medium, and whether or not the information is expressly stated to be confidential or marked as such);
  • Contract means the contract for the purchase and sale of the Goods and supply of the Services under these Terms and Conditions;
  • Contract Price means the price stated in the Contract payable for the Goods;
  • Customer means the person who accepts a quotation or offer of the Supplier for the sale of the Goods and supply of the Services, or whose order for the Goods and Services is accepted by the Supplier;
  • Delivery Date means the date on which the Goods are to be delivered as stipulated in the Customer’s order and accepted by the Supplier;
  • Goods mean the goods (including any installment of the goods or any parts for them) which the Supplier is to supply in accordance with these Terms and Conditions;
  • Month means a calendar month;
  • Services means the Services to be provided to the Customer as set out in the quotation; and
  • Supplier means All Auto Modules Inc, a company registered in Nigeria (RC: 3040857) and includes all employees, any of its trading styles and/or divisions and agents of All Auto Modules Inc.

Unless the context otherwise requires, each reference in these Terms and Conditions to:

  • “writing”, and any cognate expression, includes a reference to any communication effected by electronic or facsimile transmission or similar means;
  • a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;
  • “these Terms and Conditions” is a reference to these Terms and Conditions and any Schedules as amended or supplemented at the relevant time;
  • a Schedule is a schedule to these Terms and Conditions; and
  • a Clause or paragraph is a reference to a Clause of these Terms and Conditions (other than the Schedules) or a paragraph of the relevant Schedule.
  • a “Party” or the “Parties” refer to the parties to these Terms and Conditions.

The headings used in these Terms and Conditions are for convenience only and shall have no effect upon the interpretation of these Terms and Conditions.

Words imparting the singular number shall include the plural and vice versa.

References to any gender shall include the other gender.

Website User Policy

User Submissions

Anything that you submit to the Site and/or provide to us, including but not limited to, questions, reviews, comments, and suggestions (collectively, "Submissions") will become our sole and exclusive property and shall not be returned to you.

In addition to the rights applicable to any Submission, when you post comments or reviews to the Site, you also grant us the right to use the name that you submit, in connection with such review, comment, or other content.

You shall not use a false e-mail address, pretend to be someone other than yourself or otherwise mislead us or third-parties as to the origin of any Submissions. We may, but shall not be obligated to, remove or edit any Submissions.

By completing an order or signing up, you agree to receive

  1. a) emails associated with finalizing your order, which may contain relevant offers from third parties, and b) emails asking you to review AAM key activities and your purchase
  2. c) promotional emails, SMS and push notifications from AAM

You may unsubscribe from promotional emails via a link provided in each email. If you would like us to remove your personal information from our database, unsubscribe from emails and/or SMS, please email Customer Service email address by country.

 

Information Available on Website

You accept that the information contained in this website is provided ìas is, where isî is intended for information purposes only and that it is subject to change without notice. Although we take reasonable steps to ensure the accuracy of information and we believe the information to be reliable when posted, it should not be relied upon and it does not in any way constitute either a representation or a warranty or a guarantee.

Product representations expressed on this Site are those of the vendor and are not made by us. Submissions or opinions expressed on this Site are those of the individual posting such content and may not reflect our opinions.

We make no representations as to the merchantability of any products listed on our website, and we hereby disclaim all warranties, whether express or implied, as to the merchantability and/or fitness of the products listed on our website for any particular purpose. We shall not be held responsible or made liable for any damages or injury which may arise as a result of any error, omission, interruption, deletion, delay in operation or transmission, computer virus, communication failure and defect in the information, content, materials, software or other services included on or otherwise made available through our Website. We understand that certain state laws do not allow limitations on implied warranties or limitation of certain damages, these disclaimers may therefore not apply where these laws are applicable.

Accessibility of Website

Our aim is to ensure accessibility to the website at all times; however, we make no representation of that nature and reserves the right to terminate the website at any time and without notice. You accept that service interruption may occur in order to allow for website improvements, scheduled maintenance or may also be due to outside factors beyond our control.

Links and Thirds Party Websites

We may include links to third-party websites at any time. However, the existence of a link to another website should not be considered as an affiliation or a partnership with a third party or viewed as an endorsement of a particular website unless explicitly stated otherwise.

In the event the user follows a link to another website, he or she does so at his or her own risk. We accept no responsibility for any content, including, but not limited to, information, products, and services, available on the third party websites.

Creating a link to this website is strictly forbidden without our prior written consent. Furthermore, we reserve the right to revoke our consent without notice or justification.

Intellectual Property

Both parties agree that all intellectual property rights and database rights, whether registered or unregistered, in the Site, the information contained on the Site and all the website design, including, but not limited to, text, graphics, software, photos, video, music, sound, and their selection and arrangement, and all software compilations, underlying source code, and software shall remain at all times vested in us or our licensors. Use of such material will only be permitted as expressly authorized by us or our licensors.

Any unauthorized use of the material and content of this website is strictly prohibited and you agree not to, or facilitate any third party to, copy, reproduce, transmit, publish, display, distribute, commercially exploit or create derivative works of such material and content.

Data Protection

Any personal information collected in relation to the use of this website will be held and used in accordant with our Privacy Policy, which is available on our Site. AAM stores the address and might use it for commercial purposes

Indemnity

You agree to indemnify and hold us, our affiliates, officers, directors, agents and/or employees, as the case may be, free from any claim or demand, including reasonable legal fees, related to your breach of these Terms of Use and User Agreement.

Basis of Sale and Service

  • The Supplier’s employees or agents are not authorized to make any representations concerning the Goods or Services unless confirmed by the Supplier in writing.  In entering into the Contract, the Customer acknowledges that it does not rely on, and waives any claim for breach of, any such representations which are not so confirmed.
  • No variation to these Terms and Conditions shall be binding unless agreed in writing between the authorized representatives of the Customer and the Supplier.
  • Sales literature, price lists, price tags and other documents issued by the Supplier in relation to the Goods and Services are subject to alteration without notice and do not constitute offers to sell the Goods which are capable of acceptance.  No contract for the sale of the Goods and Services shall be binding on the Supplier unless the Supplier has issued a quotation which is expressed to be an offer to sell the Goods and Services or has accepted an order placed by the Customer by whichever is the earlier of:
  1.   the Supplier’s written acceptance;
  2.   delivery of the Goods;
  3.   provision of the Services; or
  4.   the Supplier’s invoice.
  • Any typographical, clerical or other accidental errors or omissions in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Supplier shall be subject to correction without any liability on the part of the Supplier.

Formation of Contract

The Goods

Both parties agree that browsing the website and gathering information regarding the services provided by the seller does not constitute an offer to sell, but merely an invitation to treat. The parties accept that an offer is only made once you have selected the item you intend to purchase, chosen your preferred payment method, proceeded to the checkout and completed the checkout process.

Both parties agree that the acceptance of the offer is not made when the seller contacts you by phone or by email to confirm that the order has been placed online. Your offer is only accepted when we dispatch the product to you and inform you either by email or by phone of the dispatch of your ordered product. Before your order is confirmed, you may be asked to provide additional verifications or information, including but not limited to phone number and address, before we accept the order.

Please note that there are cases when an order cannot be processed for various reasons. The Site reserves the right to refuse or cancel any order for any reason at any given time.

  • No order submitted by the Customer shall be deemed to be accepted by the Supplier unless and until confirmed in writing by the Supplier's authorized representative.
  • The specification for the Goods shall be that set out in the Supplier’s sales documentation unless varied expressly in the Customer’s order (if such variation(s) is/are accepted by the Supplier). The Goods will only be supplied in the minimum units thereof stated in the Supplier’s price list or in multiples of those units. Orders received for quantities other than these will be adjusted accordingly
  • Illustrations, photographs or descriptions whether in catalogs, brochures, price lists or other documents issued by the Supplier are intended as a guide only and shall not be binding on the Supplier.
  • The Supplier reserves the right to make any changes in the specification of the Goods which are required to conform with any applicable safety or other statutory or regulatory requirements or, where the Goods are to be supplied to the Customer’s specification, which does not materially affect their quality or performance.
  • No order which has been accepted by the Supplier may be canceled by the Customer except with the agreement in writing of the Supplier on the terms that the Customer shall indemnify the Supplier in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges, and expenses incurred by the Supplier as a result of such cancellation.

INSTALLATION, MAINTENANCE, ETC.:

All equipment shall be installed by and at the expense of the Customer. Customer shall be responsible for receiving, storing, installing, starting up and maintaining all Equipment. The customer may request the Seller to provide a quotation for providing services to assist Customers in all or part of these duties.

SERVICES:

  1. a) Services rendered by Seller, whether with or without charge, are only technical or advisory in nature and are merely incidental to the sale of the Equipment. When any such services are rendered, Customer will retain full responsibility for and full control, custody, and supervision of the Equipment and the installation, selection of material thereof, use or operation thereof, and the representative of Customer shall be present with full authority to direct operations.
  2. b) If Seller furnishes technical or other advice to Customer, whether or not at Customer's request, with respect to Customer's process or equipment, such advice shall be made in good faith, and Customer assumes all risk of such advice and the results thereof.
  3. c) ANY SERVICES PROVIDED HEREUNDER ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND AND SELLER MAKES NO WARRANTY OF ANY KIND WHATSOEVER, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE REGARDING THE SERVICE.

PRICES, QUOTATIONS AND PRODUCT ORDERS

  • The price of the Goods and Services shall be the price listed in the Supplier’s quotation current at the date of acceptance of the Customer’s order or such other price as may be agreed in writing by the Supplier and the Customer.
  • Where the Supplier has quoted a price for the Goods other than in accordance with the Supplier’s published price list the price quoted shall be valid for 30 days only or such lesser time as the Supplier may specify.
  • Except as otherwise stated under the terms of any quotation or in any price list of the Supplier, and unless otherwise agreed in writing between the Customer and the Supplier, all prices are inclusive of the Supplier's charges for packaging and transport.
  • The prices quoted by Seller is exclusive of any applicable value-added tax, excise, sales taxes or levies of a similar nature which is imposed or charged by any competent fiscal authority in respect of the Goods and Services, which the Customer shall be additionally liable to pay to the Supplier.
  • While we will use our best efforts to fulfill all orders, allautomodules.com cannot guarantee the availability of any particular product displayed on this site. allautomodules.com reserves the right to discontinue the sale of any product listed on this site at any time without notice. We reserve the right to limit quantities to the amount reasonable for our regular customers. Product prices offered on this Site may vary from other advertised prices due to varying conditions in different geographic markets.
  •  While our goal is a 100% error-free Site, we do not guarantee that any content is accurate or complete, including price information and product specifications. If we discover price errors, they will be corrected on our systems, and the corrected price will apply to your order. All Auto Module Inc. reserves the right to revoke any stated offer and to correct any errors, inaccuracies or omissions (including after an order has been submitted and accepted).
  • All prices are F.O.B. destination such other of Seller's locations as Seller may choose unless otherwise specified. Except as otherwise provided therein, Seller's prices for Equipment and Parts are subject to change at any time.

Payment Terms

  • Subject to any special terms agreed in writing between the Customer and the Supplier, the AAM shall invoice the Customer for the price of the Goods and Services on or at any time after delivery of the Goods and/or the provision of the Services (as applicable), unless, in the case of Goods, the Goods are to be collected by the Customer or the Customer wrongfully fails to take delivery of the Goods, in which event the Supplier shall be entitled to invoice the Customer for the price at any time after the Supplier has notified the Customer that the Goods are ready for collection or (as the case may be) the Supplier has tendered delivery of the Goods.
  • Subject to the approval of AAM Credit Department, and unless otherwise agreed in writing, terms of payments is credit card payment or wire transfer of funds upon the receipt of confirmation of web-based orders. Any late payment shall be subject to any costs of collection (including reasonable legal fees) and shall bear interest at the rate of one and one-half percent (1.5%) per month (prorated for partial periods) or at the maximum rate permitted by law, whichever is less.
  • All payments shall be made in Naira (NGN) currency to Seller at its offices in Kaduna, Nigeria, or as Seller otherwise directs.
  • The amount of any invoice shall be deemed to be accurate unless Seller receives written notification from Customer disputing the amount or validity of any such invoice before the payment due date and before payment has been made. Any such notification shall be sent to Seller at [email protected] or [email protected], Attn.: Accounts Receivable. Any such notice shall include the invoice number and a description of the alleged error.
  • Seller shall have the right, among all other available legal remedies, to terminate this Contract and/or to suspend further deliveries under this or other agreements with Customer if the Customer fails to make any payments to Seller when due.
  •  For international transactions, applicable bank charges may be deducted from the refunded amount.
  • The Customer shall pay the price of the Goods (less any discount or credit allowed by the Supplier, but without any other deduction, credit or set-off) before any order is placed or otherwise in accordance with such credit terms as may have been agreed in writing between the Customer and the Supplier in respect of the Contract.  Payment shall be made on the due date notwithstanding that delivery or provision may not have taken place and/or that the property in the Goods has not passed to the Customer.  The time for the payment of the price shall be of the essence of the Contract.  Receipts for payment will be issued only upon request.
  • All payments shall be made to the Supplier as indicated on the form of acceptance or invoice issued by the Supplier.
  • The Supplier is not obliged to accept orders from any customer or buyer who has not supplied the Supplier with references satisfactory to the Supplier.  If at any time the Supplier is not satisfied as to the creditworthiness of the Customer it may give notice in writing to the Customer that no further credit will be allowed to the Customer in which event no further goods or services will be delivered or provided to the Customer other than against cash payment and notwithstanding sub-Clause 8.2 of these conditions, all amounts owing by the Customer to the Supplier shall be immediately payable in cash.

Delivery and Performance

  • Delivery of the Goods shall be made by the Supplier delivering the Goods to the place specified in the quotation or, if no place of delivery is so specified, by the Customer collecting the Goods at the Supplier’s premises at any time after the Supplier has notified the Customer that the Goods are ready for collection.
  • The Delivery Date is an approximation only. The Goods may be delivered by the Supplier in advance of the Delivery date.
  • If the Customer fails to take delivery of the Goods or any part of them on the Delivery Date and/or fails to provide any instructions, documents, licenses, consents or authorizations required to enable the Goods to be delivered on that date, the Supplier shall be entitled upon giving written notice to the Customer to store or arrange for the storage of the Goods and then notwithstanding the provisions of sub-Clause Risk 1.i risk in the Goods shall pass to the Customer, delivery shall be deemed to have taken place and the Customer shall pay to the Supplier all costs and expenses including storage and insurance charges arising from such failure.
  • With effect from the Commencement Date the Supplier shall, in consideration of the price being paid in accordance with these Terms and Conditions and the quotation provide the Services expressly identified in the quotation.

Non-Delivery of Goods and Services

If the Supplier fails to deliver the Goods or provide the Services or any of them on the Delivery Date (or Commencement Date, as appropriate) other than for reasons outside the Supplier’s reasonable control or the Customer’s or its carrier’s fault, if the Supplier delivers the Goods and/or provides the Services at any time thereafter the Supplier shall have no liability in respect of such late delivery.

Risk and Retention of Title

  • Risk of damage to or loss of the Goods shall pass to the Customer at:
  1. in the case of Goods to be delivered at the Supplier’s premises, the time when the Supplier notifies the Customer that the Goods are available for collection;
  2. in the case of Goods to be delivered otherwise than at the Supplier’s premises, the time of delivery or, if the Customer wrongfully fails to take delivery of the Goods, the time when the ii. The supplier has tendered delivery of the Goods; or
  • Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Terms and Conditions, legal and beneficial title to the Goods shall not pass to the Customer until the Supplier has received in cash or cleared funds payment in full of the price of the Goods.
  • Sub-Clause 2 notwithstanding, legal and beneficial title of the Goods shall not pass to the Customer until the Supplier has received in cash or cleared funds payment in full of the price of the Goods and any other goods supplied by the Supplier and the Customer has repaid all sums of money owed to the Supplier, regardless of how such indebtedness arose.
  • Until payment has been made to the Supplier in accordance with these Conditions and title in the Goods has passed to the Customer, the Customer shall be in possession of the Goods as bailee for the Supplier and the Customer shall store the Goods separately and in an appropriate environment, shall ensure that they are identifiable as being supplied by the Supplier and shall insure the Goods against all reasonable risks.
  • The Customer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of the Supplier, but if the Customer does so all money owing by the Customer to the Supplier shall (without prejudice to any other right or remedy of the Supplier) forthwith become due and payable.
  • The Supplier reserves the right to repossess any Goods in which the Supplier retains title without notice.
  • The Customer’s right to possession of the Goods in which the Supplier maintains legal and beneficial title shall terminate if:

the Customer commits or permits any material breach of his obligations under these Terms and Conditions;

  1. the Customer enters into a voluntary arrangement under Parts I or VIII of the Insolvency Act 1986, the Insolvent Partnerships Order 1994 (as amended), or any other scheme or the arrangement is made with his creditors;
  2. the Customer is or becomes the subject of a bankruptcy order or takes advantage of any other statutory provision for the relief of insolvent debtors;
  3. the Customer convenes any meeting of its creditors, enters into voluntary or compulsory liquidation, has a receiver, manager, administrator or administrative receiver appointed in respect of its assets or undertaking or any part thereof, any documents are filed with the court for the appointment of an administrator in respect of the Customer, a notice of intention to appoint an administrator is given by the Customer or any of its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 of the Insolvency Act 1986), a resolution is passed or petition presented to any court for the winding up of the Customer or for the granting of an administration order in respect of the Customer or any proceedings are commenced relating to the insolvency or possible insolvency of the Customer.

Assignment

  • The Supplier may assign the Contract or any part of it to any person, firm or company without the prior consent of the Customer.
  • The Customer shall not be entitled to assign the Contract or any part of it without the prior written consent of the Supplier.

Defective Goods

If on delivery, any of the Goods are defective in any material respect and either the Customer lawfully refuses delivery of the defective Goods or, if they are signed for on delivery as “condition and contents unknown” the Customer gives written notice of such defect to the Supplier within 7 Business Days of such delivery, the Supplier shall at its option:

  • repair the defective Goods within 30 Business Days of receiving the Customer’s notice; or
    replace the defective Goods within 30 Business Days of receiving the Customer’s notice; or
    refund to the Customer the price for those Goods (or parts thereof, as appropriate) which are defective;
  • but the Supplier shall have no further liability to the Customer in respect thereof and the 1. Customer may not reject the Goods if delivery is not refused or notice given by the Customer as set out above.
  • No Goods may be returned to the Supplier without the prior agreement in writing of the Supplier.  Subject thereto any Goods returned which the Supplier is satisfied were supplied subject to defects of quality or condition which would not be apparent on inspection shall either be replaced free of charge or, at the Supplier’s sole discretion the Supplier shall refund or credit to the Customer the price of such defective Goods but the Supplier shall have no further liability to the Customer.
  • The Supplier shall be under no liability in respect of any defect arising from fair wear and tear, or any willful damage, negligence, subjection to normal conditions, failure to follow the Supplier’s instructions (whether given orally or in writing), misuse or alteration of the Goods without the Supplier’s prior approval, or any other act or omission on the part of the Customer, its employees or agents or any third party.
  • Goods, other than defective Goods returned under sub-Clauses 13.1 or 13.2, returned by the Customer and accepted by the Supplier may be credited to the Customer at the Supplier’s sole discretion and without any obligation on the part of the Supplier.
  • Subject as expressly provided in these Terms and Conditions, and except where the Goods are sold under a consumer sale, all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
  • The Customer shall be responsible for ensuring that, except to the extent that instructions as to the use or sale of the Goods are contained in the packaging or labeling of the Goods, any use or sale of the Goods by the Customer is in compliance with all applicable statutory requirements and that handling and sale of the Goods by the Customer is carried out in accordance with directions are given by the Supplier or any competent governmental or regulatory authority and the Customer will indemnify the Supplier against any liability loss or damage which the Supplier might suffer as a result of the Customer’s failure to comply with this condition.

Customer's Default

  • If the Customer fails to make any payment on the due date then, without prejudice to any other right or the remedy available to the Supplier, the Supplier shall be entitled to:
  1. cancel the order or suspend any further deliveries or provision of Goods and Services to the Customer;
  2. appropriate any payment made by the Customer to such of the Goods and/or Services (or the goods and/or services supplied under any other contract between the Customer and the Supplier) as the Supplier may think fit (notwithstanding any purported appropriation by the Customer); and
  3. charge the Customer interest (both before and after any judgment) on the amount unpaid, at the rate of 2% per annum above the Bank of England base rate from time to time, until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest).

 

  • This condition applies if:

the Customer fails to perform or observe any of its obligations hereunder or is otherwise in breach of the Contract;

  1. the Customer becomes subject to an administration order or enters into a voluntary arrangement under Parts I or VIII of the Insolvency Act 1986 or the Insolvent Partnerships Order 1994 (as amended) or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation;
  2. an encumbrancer takes possession or a receiver is appointed, of any of the property or assets of the Customer;
  3. the Customer ceases, or threatens to cease, to carry on business; or
  4. the Supplier reasonably apprehends that any of the events mentioned above is about to occur in relation to the Customer and notifies the Customer accordingly.
  • If sub-Clause ii applies then, without prejudice to any other right or remedy available to the Supplier, the Supplier shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to the Customer, and if the Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.

Liability

  • The Supplier will not by reason of any representation, implied warranty, condition or other terms, or any duty at common law or under express terms of the Contract (or these Terms and Conditions), be liable for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the Supplier’s servants or agents or otherwise,) which arise out of or in connection with the supply of the Goods and Services.
  • All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Contract.
  • The Customer shall indemnify the Supplier against all damages, costs, claims, and expenses suffered by arising from loss or damage to any equipment (including that of third parties) caused by the Customer, its agents or employees.
  • Where the Customer consists of two or more persons such expression throughout shall mean and include such two or more persons and each or any of them.  All obligations on the part of such a Customer shall be joint and several obligations of such persons.
  • The Supplier shall not be liable to the Customer or be deemed to be in breach of these terms and conditions by reason of any delay in performing, or any failure to perform, any of the Supplier’s obligations if the delay or failure was due to any cause beyond the Supplier’s reasonable control.
  • Nothing in these Terms and Conditions exclude or limit the liability of the Supplier:
  1. for death or personal injury caused by the Supplier’s negligence;
  2. for any matter which it would be illegal for the Supplier to exclude or attempt to exclude its liability; or
  3. for fraud or fraudulent misrepresentation.

 

  • Subject to the remaining provisions of this Clause 15:

the Supplier’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the Contract Price; and

  1. the Supplier shall not be liable to the Customer for any pure economic loss, loss of profit, loss of business, depletion of goodwill or otherwise, in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract.

Confidentiality

  • Each Party undertakes that, except as provided by sub-Clause 15.2 or as authorized in writing by the other
  1. Party, it shall, at all times during the continuance of the Contract and after its termination:
  2. keep confidential all Confidential Information;
  3. not disclose any Confidential Information to any other person;
  4. not use any Confidential Information for any purpose other than as contemplated by and subject to these Terms and Conditions and the Contract;
  5. not make any copies of, record in any way or part with possession of any Confidential Information; and
  6. ensure that none of its directors, officers, employees, agents or advisers does any act which, if done by that Party, would be a breach of the provisions of sub-clauses 16.1.1 to 16.1.4 above.

 

  • Either Party may:

disclose any Confidential Information to:

  1. any sub-contractor or supplier of that Party;
  2. any governmental or other authority or regulatory body; or
  3. any employee or officer of that Party or of any of the aforementioned persons, parties or bodies;
  4. to such extent only as is necessary for the purposes contemplated by these Terms and Conditions and the Contract, or as required by law, and in each case subject to that Party first informing the person, party or body in question that the Confidential Information is confidential and (except where the disclosure is to any such body as is mentioned in sub-Clause ii above or any employee or officer of any such body) obtaining and submitting to the other Party a written undertaking from the person in question, as nearly as practicable in the terms of this Clause 16, to keep the Confidential Information confidential and to use it only for the purposes for which the disclosure is made; and
  • use any Confidential Information for any purpose, or disclose it to any other person, to the extent only that it is at the date of the Contract, or at any time after that date becomes, public knowledge through no fault of that Party, provided that in doing so that Party does not disclose any part of that Confidential Information which is not public knowledge.
  • The provisions of this Clause 16 shall continue in force in accordance with their terms, notwithstanding the termination of the Contract for any reason.

Communications

  • All notices under these Terms and Conditions and under the Contract shall be in writing and be deemed duly given if signed by, or on behalf of, a duly authorized officer of the Party giving the notice.
  • Notices shall be deemed to have been duly given:
  1. when delivered, if delivered by courier or another messenger (including registered mail) during the normal business hours of the recipient; or
  2. when sent, if transmitted by facsimile or e-mail and a successful transmission report or the return receipt is generated; or
  3. on the fifth business day following mailing, if mailed by national ordinary mail, postage prepaid; or
  4. on the tenth business day following mailing, if mailed by airmail, postage prepaid.
  • All notices under this Agreement shall be addressed to the most recent address, e-mail address, or facsimile number notified to the other Party.

Force Majeure

Neither Party shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that Party.  Such causes include, but are not limited to: power failure, Internet Service Provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the Party in question.

Waiver

The Parties agree that no failure by either Party to enforce the performance of any provision in these Terms and Conditions or under the Contract shall constitute a waiver of the right to subsequently enforce that provision or any other provision.  Such failure shall not be deemed to be a waiver of any preceding or subsequent breach and shall not constitute a continuing waiver.

Severance

The Parties agree that, in the event that one or more of the provisions of these Terms and Conditions or the Contract are found to be unlawful, invalid or otherwise unenforceable, that / those provisions shall be deemed severed from the remainder of these Terms and Conditions (and, by extension, the Contract).  The remainder of these and the Contract shall be valid and enforceable.

Service exchange terms

  • Once you have received your order, you have 7 days to give us confirmation that an exchange unit is being returned via a tracking number, confirmation of dispatch or similar.
  • Unless agreed otherwise by All Auto Modules Inc, it is your responsibility to ship the exchange unit back to us.
  • The exchange unit that is returned must be the same part number as provided unless any agreement has been made in advance with All Auto Modules Inc. The exchange unit that is returned must be in a repairable condition.

If you cannot provide an exchange unit meeting these conditions, you will be liable to pay a penalty fee which is the difference between exchange and out-right purchase unless agreed otherwise with All Auto Modules Inc.

Previous Terms and Conditions

In the event of any conflict between these Terms and Conditions and any prior versions thereof, the provisions of these Terms and Conditions shall prevail unless it is expressly stated otherwise.

Third-Party Rights

A person who is not a party to the Contract shall have no rights under the Contract pursuant to the Contracts (Rights of Third Parties) Act 1999.

Law and Jurisdiction

These Terms and Conditions and the Contract (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be interpreted and governed by the laws in force in the Federal Republic of Nigeria. Subject to the Arbitration section below, each party hereby agrees to submit to the jurisdiction of the courts of Nigeria and to waive any objections based upon venue.

Arbitration

Any controversy, claim or dispute arising out of or relating to these Terms and Conditions of Sale will be referred to and finally settled by private and confidential binding arbitration before a single arbitrator held in Nigeria in English and governed by Nigeria law pursuant to the Arbitration and Conciliation Act Cap A18 Laws of the Federation of Nigeria 2004, as amended, replaced or re-enacted from time to time.

The arbitrator shall be a person who is legally trained and who has experience in the information technology field in Nigeria and is independent of either party. Notwithstanding the foregoing, the Site reserves the right to pursue the protection of intellectual property rights and confidential information through injunctive or other equitable relief through the courts.