All Industrial Sales(AIS) AND KB CREST SERVICES LIMITED
TERMS AND CONDITIONS
Acceptance of Terms
Before you transact with AIS AND KB CREST SERVICES LIMITED Market Place, it is required that you read and accept the Buyer Terms. BY CLICKING ON “SUBMIT”, YOU HAVE ACCEPTED OUR “TERMS & CONDITIONS”, AND HEREBY REPRESENT THAT YOU HAVE READ, UNDERSTOOD AND ACCEPTED THE BUYER TERMS AND ALL OTHER TERMS AND CONDITIONS INCORPORATED HEREIN BY REFERENCE AND THAT YOU WILL BE FINANCIALLY RESPONSIBLE FOR YOUR USE OF THE MARKET PLACE AND PURCHASE OF EQUIPMENT.
If you choose not to accept the Buyer Terms, you may not purchase, sell or hire/lease Equipment by means of the AIS and KB CREST SERVICES LIMITED Marketplace. If you have any questions, please contact firstname.lastname@example.org.
AIS AND KB CREST SERVICES LIMITED is an industrial marketplace for various industries such as POWER, CONSTRUCTION, OIL AND GAS, SOLID MINERAL, AGRICULTURE, REAL ESTATE, MARINE EQUIPMENT, ETC that enables sellers and buyers alike to sell, buy or lease equipment or properties needed for industrial uses. Using our platform is quite easy, simply list the equipment, material or property you want to sale on www.ais.ng.com at no cost or further commitments to you, and AIS and KB CREST SERVICES LIMITED finds a buyer for the listed item. To have your equipment/material/property displayed on the site, just register the desired sales item(s) in www.aisng.com through our customer portal, or by sending a list of sales items with description to us, which we can then use to include your equipment in our general marketing activities. AIS and KB CREST SERVICES LIMITED will be the listed contact and shall receive any request for quotations from potential customers, but we do not claim any exclusive sales rights from you. AIS and KB CREST SERVICES LIMITED will simply purchase the equipment for the price quoted from you, and sell it on to the buyer. The sales procedure for you will be exactly the same as selling to any of your other regular customers. We may also consider purchasing your equipment to our own stock before we find a buyer.
For your industrial equipment / material / property registered in www.ais.ng.com we are depending on you to inform us of any changes in status, e.g. if you have sold the equipment or decided not to sale anymore.
Under the terms of this Agreement, AIS and KB CREST SERVICES LIMITED
1.1 offer you the use of the Marketplace, which functions as a platform in which Sellers can list and advertise Equipment for sale to potential Buyers / Hirers / Lessees. Each party is acting on its own behalf.
Buyer / Hirer / Lessee shall remit the Final Selling Price and applicable taxes through our approved payment gateway.
For RENTAL TRANSACTIONS, a commission of 10% of total payment shall be paid to us by the seller (owner), and shall be continuous until the end of the rental contract and subsequent leases / hire of the equipment.
2.2 PROCESSING FEES
Buyer shall pay AIS and KB CREST SERVICES LIMITED a processing fee of NGN2,500 (two thousand, five hundred naira) only, before commencement of transaction for purchase / Hire of equipment sourced through this platform.
Please Note that the price tag of N2,500.00 on all the listed items is PROCESSING FEE and NOT price for the sale / hire / purchase of that item
2.3 PAYMENT PROCESS
After the Purchase Contract is concluded, the AIS and KB CREST SERVICES LIMITED Marketplace will generate a third party invoice that is issued to Buyer on Seller’s behalf. Buyer shall make payment for the purchase of the equipment to AIS and KB CREST SERVICES LIMITED which will thereafter remit the agreed price for the Equipment to the Seller or its representatives upon conclusion of a Purchase Contract with Buyer, and Seller hereby instruct AIS and KB CREST SERVICES LIMITED to act as a payment processor and facilitate receipt of the purchase price. Further, Seller hereby grant AIS and KB CREST SERVICES LIMITED the right, in its own name, to enforce Seller right to payment. Seller agrees that no monies shall be payable to Seller until paid by the Buyer. Once received by AIS and KB CREST SERVICES LIMITED, any monies due to Seller, net of any commissions and fees due AIS and KB CREST SERVICES LIMITED as detailed in this Agreement, shall be disbursed within fifteen (15) business days after conclusion of the Purchase Contract. Seller hereby consent to AIS and KB CREST SERVICES LIMITED’s right to offset any other commissions and fees specified in this Agreement or that result from additional services requested by Seller, with any remainder to be paid within fifteen (15) days following receipt of an invoice. Seller acknowledge that Buyers may fail to perform or pay on a timely basis and that AIS and KB CREST SERVICES LIMITED shall not have any liability to Seller for any act or omission of Buyers.
3.1 Removal of Equipment. As per the Purchase Contract, Seller is responsible for dismantling, loading and shipping the Equipment for transportation, unless otherwise noted in the listing details for the Equipment.
3.2 Freight and Transportation. Seller is responsible for all freight, shipping and other costs related to transporting the Equipment from the posted Equipment location to its final destination. These costs include dismantling, special handling, loading, transportation costs, permits and all duties required to move the Equipment. Seller may arrange transportation of Equipment on the Marketplace with one of our transportation partners, though AIS AND KB CREST SERVICES LIMITED shall not be liable for any acts or omissions arising from any transportation arrangements.
4.1 Power of Attorney
Seller hereby appoint AIS AND KB CREST SERVICES LIMITED and its authorized representatives as Seller attorney-in-fact for the sole purpose of executing a Bill of Sale, if required, to finalize transfer of ownership from Seller to buyer.
Seller agree to indemnify and hold harmless AIS AND KB CREST SERVICES LIMITED, its affiliated companies and their respective officers, directors, employees, agents, successors and assigns (“indemnified parties”) from and against any claim or demand (including reasonable attorneys’ and experts’ fees and costs) made by any third party due to or arising out of Seller breach of this Agreement, Seller improper use of the Marketplace, or Seller violation of any law or the rights of a third party. AIS AND KB CREST SERVICES LIMITED shall promptly notify Seller in writing of any threatened or actual claim or demand and reasonably cooperate with Seller to facilitate the settlement or defence thereof. Seller shall have sole control of the defence or settlement of any claim or demand, provided that AIS AND KB CREST SERVICES LIMITED, at its option and expense, may participate and appear on an equal footing with Seller. Seller shall not settle any claim or demand without the written consent of the indemnified parties, with such consent not to be unreasonably withheld or delayed.
5.1 Seller shall be responsible for the equipment until it is removed from Seller location by the buyer.
5.2. Seller shall be responsible for maintaining the equipment in the same condition as documented in the listing details and the Inspection Report until it is removed from Seller location by the buyer.
5.3 A qualified operator for equipment designated for inspection will need to be provided by Seller.
5.4 Seller will need to provide all lien information to clear title and registration documentation and other information necessary to register equipment.
5.5 Seller will need to make Equipment available for transportation by the buyer no later than one (1) business day after the conclusion of the purchase contract with the buyer.
Seller shall not list goods that are illegal to use or possess under any applicable law, rule or regulation. AIS AND KB CREST SERVICES LIMITED reserves the right, in its sole discretion, to
(a) refuse to list any piece of Equipment at any time,
(b) withdraw any Equipment listing from the Marketplace, or
(c) cancel any transaction that it deems to be suspicious or fraudulent and report it to applicable authorities.
Any information (including brand name or other indication of origin or manufacture) that Seller provide related to the Equipment (“Listing Details”) must be complete and accurate, and Seller shall be responsible for any inaccuracies, errors or omissions. Listing Details on the Marketplace shall not include links to or a description of other items that Seller may have for sale outside of the Marketplace unless agreed to by AIS AND KB CREST SERVICES LIMITED. For listings with AIS AND KB CREST SERVICES LIMITED, it is the Seller’s obligation to provide a valid Certificate to certify the item as required by the Standards Organisation of Nigeria or any other applicable legislation. All costs of certifying and upgrading imported equipment as required by the SONCAP will be the responsibility of Buyer.
7.1 Equipment Inspections. For all requested inspections, the Seller agrees to produce to AIS and KB CREST SERVICES LIMITED a detailed inspection report (“Inspection Report”) for each piece of Equipment. Also, Seller agree to permit AIS and KB CREST SERVICES LIMITED and/or its authorized representatives to test and inspect each piece of Equipment at a time and place specified in the listing agreement or as otherwise mutually agreed. AIS and KB CREST SERVICES LIMITED inspections are solely for the purpose of reporting on the visible condition of the Equipment’s major systems and attachments. AIS and KB CREST SERVICES LIMITED inspections are NOT intended to detect latent or hidden defects or conditions that could only be found in connection with the physical dismantling of the Equipment or the use of diagnostic equipment or techniques. Seller failure to properly maintain the Equipment from the date of inspection until its removal from Seller location by buyer will void the inspection. If Seller alter or perform repairs or other maintenance to the Equipment after the inspection, another Inspection Report will be required from Seller.
7.2 Ownership of Inspection Report. The Inspection Report is the sole and exclusive property of AIS and KB CREST SERVICES LIMITED. Except as expressly stated, nothing in this Agreement shall be deemed to grant to any other party, by implication, estoppel or otherwise, license rights, ownership rights or any other intellectual property rights in the Inspection Report. Seller cannot use the Inspection Report for any other purpose without the prior written approval from AIS and KB CREST SERVICES LIMITED.
7.3 Restrictions on Use of Equipment. From the time Seller provide Listing Details to the AIS and KB CREST SERVICES LIMITED Marketplace or an inspection is performed by AIS and KB CREST SERVICES LIMITED until the Equipment is removed from its location by or on behalf of Buyer following conclusion of a Purchase Contract, Seller may not operate, lease, rent, modify or alter the Equipment. In addition to any other rights and remedies that AIS and KB CREST SERVICES LIMITED may have, a breach of this provision prior to the conclusion of a Purchase Contract for the Equipment may result in either of the following:
(a) AIS and KB CREST SERVICES LIMITED may remove the Equipment from the Marketplace and charge Seller a Removal Charge, or
(b) AIS and KB CREST SERVICES LIMITED may continue with the listing in which case if the Equipment was inspected previously by AIS and KB CREST SERVICES LIMITED, Seller must have the Equipment re-inspected and pay AIS and KB CREST SERVICES LIMITED a Re-Inspection Fee.
If the Equipment was not inspected, Seller must supply updated Listing Details to AIS and KB CREST SERVICES LIMITED. In the event of a breach of this provision as determined by AIS and KB CREST SERVICES LIMITED in its reasonable discretion and that the Equipment has been sold by a Purchase Contract, the transaction is subject to cancellation and Seller will be charged Seller Default Charge in addition to reimbursement of transportation and other costs incurred by Buyer.
8.1 Disclosure of Liens. Seller are responsible for making full disclosure to potential Buyers of all liens, adverse claims and other title encumbrances and third party interests that may exist on or pertain to Seller Equipment. Seller will, at own cost and expense, warrant and defend title to the Equipment on behalf of the Buyer, its successors and assigns, against the claims and demands of all persons. If Seller net proceeds from the sale of Equipment listed on the Marketplace are insufficient to discharge creditor claims on the Equipment, Seller are fully responsible for paying the outstanding debt balance immediately.
8.2 Government Liens. If any government body, including but not limited to tax administrations, or any other governmental entity, holds a lien or encumbrance on the Equipment, then Seller shall be responsible for the payment of any independent equipment appraisals and documentation fees required to release such liens. Seller acknowledge and agree, and hereby authorize, that AllIndustrialSales AND KB CREST SERVICES LIMITED may, in its discretion, pay for such appraisals and documentation fees and deduct the amount from the proceeds due to Seller. If the net proceeds due to Seller are insufficient to pay the fees, Seller agree to promptly pay AllIndustrialSales AND KB CREST SERVICES LIMITED upon receipt of an invoice for the fees.
8.3 Taxes. Seller shall be responsible for the payment of any tax or duty that is Seller responsibility as a seller of the Equipment.
If the Buyer fails to pay in accordance with the Purchase Contract, the Buyer is considered to be in default. In the event of a Buyer default, Seller may at Seller own risk and account rescind the Purchase Contract with Buyer after which Seller may elect any one of the following options:
9.1 Withdraw the Equipment. Seller may elect, without penalty, to withdraw the Equipment from listing on the Marketplace.
Seller represent and warrant that: (a) no Equipment shall be fraudulent, stolen or counterfeit, (b) Seller are duly authorized to enter into the listing agreement, (c) Seller are solvent and have not made any assignment, proposal or other proceeding for the benefit of Seller creditors, and (d) Seller own all right, title and interest in and to the Equipment and the Equipment is free and clear of all liens or other encumbrances, except as otherwise disclosed by Seller to AllIndustrialSales AND KB CREST SERVICES LIMITED in writing.
It is mandatory to complete AllIndustrialSales NON-CIRCUMVENTION AND NON-DISCLOSURE AGREEMENT before commencement of transaction(s).
NON – CIRCUMVENTION AND NON – DISCLOSURE AGREEMENT BETWEEN [AIS AND KB CREST SERVICES LIMITED] AND [RECEIVING PARTY]
This Non-Circumvent and Non-Disclosure Agreement (the “Agreement”) is made and effective this day………………………/ 20…….
BETWEEN: [AIS and KB CREST SERVICES LIMITED], a corporation organized and existing under the laws of the Federal Republic of Nigeria, with its head office located at:
Port Harcourt International Airport Road
(By Adokiye Amesimaka)
Greater Port Harcourt City
Rivers State, Nigeria
AND: [RECEIVING PARTY], a corporation organized/ individual and existing under the laws of the Federal Republic of Nigeria, located at:
WHEREAS, (RECEIVING PARTY) has been or will be engaged in the Listing of (Name of Equipment) on the “AIS” online market platform, with a view of Sale/Purchase or Hire/Lease of the equipment, shall be given access to certain confidential and proprietary information; and
WHEREAS, (RECEIVING PARTY), and AIS and KB CREST SERVICES LIMITED wish to evidence by this Agreement the manner in which the said confidential and proprietary material will be treated.
NOW, THEREFORE, it is agreed as follows:
Seller (RECEIVING PARTY) agree that Seller and all Seller affiliated companies, agents, employees, successors in interest or assigns, will not, during this Agreement’s term and in the foreseeable future, engage in Non-Circumvention Conduct with third parties, including, without limitation, suppliers, customers, financial sources, manufacturers, consultants, that have been disclosed to Seller, directly or indirectly by AIS and KB CREST SERVICES LIMITED, and work with business associates, clients, and other third party vendors introduced by AIS and KB CREST SERVICES LIMITED. “Non-Circumvention Conduct” means contacting, discussing, or transacting business with such third party, without the prior knowledge and written consent of AIS and KB CREST SERVICES LIMITED.
That the RECEIVING PARTY understands and agree that RECEIVING PARTY may have access to confidential information from AIS and KB CREST SERVICES LIMITED which shall be agreed upon to a reasonable extent for the purposes of this Agreement, “Confidential Information” means proprietary and confidential information about AIS and KB CREST SERVICES LIMITED (or its representatives/agents) (or its Clients and/or Customers), business or activities. Such information includes all business transactions, technical, and other information marked or designated by AIS and KB CREST SERVICES LIMITED as confidential” or “proprietary.” Confidential Information also includes information which, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as confidential.
Seller (RECEIVING PARTY) agree that Seller will not disclose to any third Party or use any Confidential Information disclosed to Seller by AIS and KB CREST SERVICES LIMITED except when expressly permitted in writing by the AIS and KB CREST SERVICES LIMITED.
Seller (RECEIVING PARTY) also agree that Seller will take all reasonable measures to maintain the confidentiality of all Confidential Information of AIS and KB CREST SERVICES LIMITED that are in Seller possession or control.
Seller (RECEIVING PARTY) agree that all Confidential Information furnished by the AIS and KB CREST SERVICES LIMITED shall remain the sole property of the AIS and KB CREST SERVICES LIMITED.
Nothing contained in this Agreement or in any Confidential Information constitutes any express or implied warranty of any kind. All representations or warranties, whether express or implied, including fitness for a particular purpose, merchantability, title, and non-infringement, are hereby disclaimed. Neither this Agreement nor any Confidential Information shall create, nor shall be deemed to create, a legally binding or enforceable Agreement or offer to enter into any business relationship.
AIS and KB CREST SERVICES LIMITED does not grant to the RECEIVING PARTY any license, by implication or otherwise, to use any Confidential Information except as expressly provided in this Agreement.
Any copies or reproductions of the Proprietary Information shall bear the copyright or proprietary notices contained in the original.
Seller (RECEIVING PARTY) shall promptly advise AIS and KB CREST SERVICES LIMITED in writing if Seller learn of any unauthorized use or disclosure of Proprietary Information by any of Seller personnel or former personnel.
Seller (RECEIVING PARTY) acknowledge that the use or disclosure of the Proprietary Information in a manner inconsistent with this Agreement will cause AIS and KB CREST SERVICES LIMITED irreparable damage, and that AIS and KB CREST SERVICES LIMITED shall have the right to equitable and injunctive relief to prevent the unauthorized use or disclosure, and to such damages as are occasioned by such unauthorized use or disclosure.
This Agreement may be modified only by a contract in writing executed by the party to this Agreement against whom enforcement of such modification is sought.
This Agreement contains the entire agreement between RECEIVING PARTY and AIS and KB CREST SERVICES LIMITED (the Parties) to this Agreement with respect to the subject matter of the Agreement, is intended as a final expression of such parties’ agreement with respect to such terms as are included in this Agreement is intended as a complete and exclusive statement of the terms of such agreement, and supersedes all negotiations, stipulations, understanding, agreements, representations and warranties. If any, with respect to such subject matter, which precede or accompany the execution of this Agreement.
Any waiver of a default under this Agreement must be made in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. No delay or omission in the exercise of any right or remedy shall impair such right or remedy or be constructed as a waiver. A consent to or approval of any act shall not be deemed to waive or render unnecessary consent to or approval of any other or subsequent act.
Seller (RECEIVING PARTY) agree to abide by all federal, state, and local laws, ordinances and regulations.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.