01. Scope of Agreement
These Standard Terms of Trade govern all business-to-business (B2B) commercial engagements, raw Fresh Fruit Bunch (FFB) feedstock procurement, contract refining, fractionation processing, co-packing/private label arrangements, and international bulk off-take agreements executed by Adan Industries Limited ("the Company").
Any variations, modifications, or amendments to these terms are only valid if explicitly detailed in a separate, bilateral corporate contract signed by an authorised executive of the Company.
02. Order Placement, Quotes, & Contract Execution
- Non-Binding Inquiries: All submissions via our website's B2B quote engine, initial price lists, and formal pro-forma invoices are non-binding estimates until formal contract finalisation.
- Purchase Orders (PO): A commercial engagement is only initiated upon our receipt of a formal, written corporate Purchase Order (PO) and our subsequent written Order Confirmation.
- Minimum Order Quantities (MOQ): To maintain industrial refinery efficiency at our facility, all bulk industrial oil sales, fractionated olein contracts, and co-packing arrangements are subject to strict Minimum Order Quantities (MOQs), specified in metric tonnes or standard container loads at the time of quotation.
03. Pricing, Volatility, & Currency
- Market Price Volatility: Due to standard market fluctuations in global agricultural commodities, crude palm oil (CPO), and energy feedstocks, our quoted prices are subject to specified validity windows. The Company reserves the right to adjust unconfirmed quotes based on international market shifts.
- Currency & Settlement: Unless otherwise stipulated in writing, international bulk trades are priced and settled in United States Dollars (USD) or Euro (EUR). Domestic transactions within Nigeria, including local outgrower FFB procurement, are settled in Nigerian Naira (NGN).
04. Payment Terms & Trade Finance Instruments
- International Bulk Trade: All international off-take shipments are subject to verified, secure trade finance instruments. Payment must be secured via an Irrevocable, Confirmed Letter of Credit (L/C) at sight, opened by a first-class international bank, or via a structured Telegraphic Transfer (T/T) deposit schedule as agreed upon in the specific trade contract.
- Domestic & Distribution Accounts: Regional distribution partners and contract manufacturing clients must satisfy initial cash-before-delivery (CBD) or structured milestone payments before manufacturing lines are allocated, unless a revolving credit facility has been formally approved by our corporate finance desk.
05. Delivery, Logistics, & Incoterms
- International Shipping: Unless explicitly stated otherwise, all international bulk shipments are executed under Incoterms 2020 rules. Standard allocations operate under FOB (Free on Board) at designated regional shipping terminals (e.g., Onne Port, Port Harcourt, or Calabar Port) or EXW (Ex Works) from our industrial manufacturing campus in Ikot Ekpene, Akwa Ibom State.
- Risk Transfer: Risk of loss or product degradation transfers from the Company to the buyer strictly in accordance with the specified Incoterm utilized for the shipment.
- Logistics Delays: While the Company maintains a highly efficient, automated logistics network, we are not liable for shipping delays caused by port congestion, customs clearance bottlenecks, or international maritime disruptions.
06. Feedstock Procurement & Outgrower Commitments
- Quality Specifications: All raw Fresh Fruit Bunches (FFB) delivered to our 3 core collection hubs or our main 20 TPH mill must meet our strict corporate agricultural grading criteria (including optimal ripeness, minimal FFA content, and zero debris).
- Rejection of Supply: The Company reserves the absolute right to downgrade or reject feedstock loads that fail to meet baseline quality parameters, as sub-standard inputs directly impact refinery output efficiency.
07. Quality Assurance, Inspection, & Claims
- Pre-Shipment Inspection: All bulk refined, bleached, and deodorized (RBD) palm oil products undergo strict internal laboratory quality testing before leaving our facility. Buyers retain the right to appoint independent third-party inspectors (e.g., SGS) at the loading port at their own expense.
- Claims Notification: Any claims regarding product volume discrepancies, packaging damage, or chemical specification variances must be submitted formally in writing within seven (7) business days of cargo arrival at the destination port, accompanied by verified laboratory analysis reports.
08. Force Majeure
Neither party shall be liable for any failure or delay in performing its commercial obligations due to a Force Majeure event. This includes, but is not limited to: acts of God, extreme weather anomalies, industrial strikes, regional grid power failures, governmental trade embargoes, shipping lane closures, or sudden regulatory shifts impacting domestic agricultural operations.
09. Governing Law & Dispute Resolution
These Terms of Trade and all resulting bilateral commercial contracts are governed by and construed in accordance with the laws of the Federal Republic of Nigeria. Any disputes arising from these commercial engagements that cannot be resolved through amicable corporate mediation will be settled definitively through binding arbitration under the rules of the Nigerian Arbitration and Mediation Act, with proceedings held in Nigeria.
