Terms & Conditions — Olayfis Global Resources
These Terms & Conditions (“Terms”) govern your business relationship with Olayfis Global Resources (“Olayfis”, “we”, “us” or “our”) in respect of procurement, sourcing, logistics and related services. By requesting a quotation, placing an order, or otherwise engaging our services (in writing, by email, by telephone or in person) you accept and agree to be bound by these Terms. If you do not accept these Terms, please do not request services from Olayfis.
1. Definitions
- Client / You / Your — any individual, company or organisation that requests, instructs or purchases Services from Olayfis.
- Services — procurement, sourcing, purchasing, logistics, freight forwarding, customs facilitation, warehousing, distribution, transportation, delivery and other related services provided by Olayfis.
- Order — any written purchase order, quotation acceptance, invoice or service agreement specifying Services, prices and delivery terms.
2. Formation of Contract; Quotations & Acceptance
- Quotations are valid only for the period stated on the quotation.
- A binding contract arises only when Olayfis issues written Order confirmation or an invoice. Verbal agreements are not binding unless confirmed in writing.
- Olayfis may decline or refuse any Order at its sole discretion.
3. Scope of Services & Variations
- Services shall be performed as set out in the applicable Order. Any additional services or variations requested by the Client require Olayfis’ written agreement and may alter price and delivery timelines.
4. Prices, Invoicing & Payment
- Prices are as shown in the Order and are payable in the currency specified.
- Deposits, milestone payments or full prepayment may be required before Services commence.
- Payment must be received in cleared funds by the due date on the invoice. Late payments may incur interest at the maximum rate permitted by law and may result in suspension of Services.
- The Client shall bear any bank transfer fees, currency conversion or intermediary bank charges unless agreed otherwise.
5. Taxes, Duties & Compliance Charges
- Unless expressly stated otherwise, quoted prices exclude taxes, customs duties, import/export levies or other government charges. The Client is responsible for all such charges.
- The Client must provide accurate documentation for customs clearance and must comply with all applicable import/export, trade control and regulatory requirements.
6. Delivery, Timeframes, Risk & Title
- Delivery times and transit estimates are indicative. Olayfis will use reasonable efforts to meet schedules but is not liable for delays caused by customs, carriers, third parties, Force Majeure, regulatory inspections or other causes beyond its control.
- Risk of loss or damage passes to the Client on delivery to the Client or to the carrier nominated by the Client, whichever occurs first, unless otherwise agreed in writing.
- Title to goods supplied remains with Olayfis until full payment for such goods and for any other sums owing to Olayfis has been received in cleared funds.
7. Inspection, Acceptance & Returns
- The Client shall inspect goods on delivery and notify Olayfis in writing of any visible damage, shortage or non-conformity within seven (7) days. Failure to notify within this period will constitute acceptance.
- Returns are accepted only in accordance with Olayfis’ returns instructions, subject to inspection and approval. Return costs are the responsibility of the Client unless goods are defective or Olayfis’ error.
8. Cancellations
- Cancellations by the Client must be made in writing. Olayfis may charge cancellation fees to cover work performed, third-party costs and reasonable losses incurred prior to cancellation.
9. Client Obligations & Warranties
- The Client warrants that information, instructions and documentation provided to Olayfis are accurate, complete and lawful.
- The Client is responsible for obtaining any permits, licences or approvals required for the import/export or handling of goods.
- The Client shall cooperate with Olayfis and provide all necessary access and approvals to enable provision of Services.
10. Confidentiality
- Each party shall keep confidential all non-public business or technical information disclosed by the other party and shall not use or disclose such information except to perform the Services or as required by law. This obligation survives termination.
11. Intellectual Property
- All intellectual property rights in materials, proposals, reports and deliverables produced by Olayfis remain the property of Olayfis unless otherwise agreed in writing.
- On full payment, Olayfis grants the Client a non-exclusive, non-transferable licence to use deliverables for the Client’s internal business purposes only.
12. Warranties & Disclaimers
- Olayfis will perform Services with reasonable skill and care in accordance with industry standards.
- Except as expressly stated, Olayfis gives no additional warranties and expressly excludes implied warranties to the fullest extent permitted by law.
13. Limitation of Liability
- To the fullest extent permitted by applicable law:
- Olayfis’ aggregate liability arising from or relating to any Order or these Terms shall be limited to the total fees paid by the Client to Olayfis under the relevant Order in the 12 months preceding the event giving rise to the claim; and
- Olayfis shall not be liable for indirect, special, incidental, punitive or consequential losses (including loss of profit, business interruption, loss of contracts, loss of reputation or loss of data).
- Nothing in these Terms excludes liability for death or personal injury resulting from Olayfis’ negligence or any liability that cannot legally be excluded.
14. Indemnity
- The Client shall indemnify and hold Olayfis harmless against all claims, losses, liabilities, fines, penalties, costs and expenses (including reasonable legal fees) arising from the Client’s breach of these Terms, negligent or fraudulent acts, or failure to comply with applicable laws.
15. Force Majeure
- Olayfis shall not be liable for any delay or failure to perform due to events beyond its reasonable control (e.g., natural disasters, war, terrorism, strikes, pandemics, governmental actions, customs delays). If Force Majeure persists for more than sixty (60) days, either party may terminate the affected Order by written notice.
16. Data Protection & Privacy
- Olayfis will process personal data in accordance with applicable data protection laws. By providing personal data (by email, phone, in documents or otherwise) you consent to its processing for the purposes of fulfilling Orders and related business activities. Our Privacy Policy is available on request.
17. Third-Party Carriers & Subcontracting
- Olayfis may engage third-party carriers, freight forwarders, agents and subcontractors to perform all or part of the Services. Olayfis shall exercise reasonable care in appointing such parties but is not responsible for the acts or omissions of third parties beyond its reasonable control.
18. Termination
- Either party may terminate an Order for material breach if the other party fails to remedy the breach within thirty (30) days of written notice. Termination does not affect accrued rights, remedies or liabilities, including payment obligations for Services already performed.
19. Assignment
- The Client may not assign or transfer any rights or obligations under these Terms without Olayfis’ prior written consent. Olayfis may assign or subcontract its rights and obligations in whole or in part.
20. Notices
- All notices must be in writing and delivered to the addresses specified on the Order or to the contact details provided by the parties. Notices are effective on receipt.
21. Severability, Waiver & Entire Agreement
- If any provision of these Terms is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. No waiver of any right shall be effective unless made in writing. These Terms, together with the applicable Order, constitute the entire agreement between the parties concerning the subject matter.
22. Governing Law & Dispute Resolution
- These Terms are governed by the laws of the Federal Republic of Nigeria. Any dispute arising out of or in connection with these Terms shall be subject to the exclusive jurisdiction of the Nigerian courts, unless the parties agree in writing to alternative dispute resolution such as arbitration.
23. Contact
For enquiries, to request copies of policies, or to raise a complaint, contact:
Olayfis Global Resources
Address: Plot 40B Oyibo Adjarho Street, Lekki Phase 1, Lagos
Email: info@olayfisglobal.com
Phone: 07088788436