Ayo Shola Foods
(A Division of Shola Beth Ventures)

Terms and Conditions

Welcome to Ayo Shola Foods!


Last Updated: November 4, 2019

These Terms and Conditions apply to the contract for the supply of goods sold by Ayo Shola Foods, a division of Shola Beth Ventures registered in Nigeria company number 757031

The following terminology applies to these Terms and Conditions, Privacy Statement and Disclaimer Notice and all Agreements:

  • "Client", "You" and "Your" refers to you, the person log on this website and compliant to the Company’s terms and conditions.
  • "The Company", "Ourselves", "We", "Our" and "Us", refers to our Company.
  • "Party", "Parties", or "Us", refers to both the Client and ourselves. All terms refer to the offer, acceptance and consideration of payment necessary to undertake the process of our assistance to the Client in the most appropriate manner for the express purpose of meeting the Client’s needs in respect of provision of the Company’s stated services, in accordance with and subject to, prevailing law of Netherlands. Any use of the above terminology or other words in the singular, plural, capitalization and/or he/she or they, are taken as interchangeable and therefore as referring to same.

Orders

  1. The Order constitutes an offer by you to purchase the Goods from us in accordance with these Terms and Conditions.
  2. Orders are accepted subject to availability of the Goods from the manufacturer or importer.
  3. The Order shall be deemed accepted on our doing any act consistent with fulfilling the Order, at which point the Contract shall come into existence.

Delivery

  1. Our standard delivery value shall be subject to the distance and weight (in kg) of the packaged order.
  2. We shall ensure that:
    1. the Goods are properly packed and secured in such manner as to enable them to reach their destination in good condition;
    2. each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, the Order number (if any), the type and quantity of the Goods and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered.
  3. We shall deliver the Goods to the location set out in the Order or such other location as the parties may agree (Delivery Location) at any time after we notify you that the Goods are ready.
  4. For distributors, the goods shall be delivered to the address of the distributor earlier filled during registration
  5. Delivery of the Goods shall be completed on the unloading the Goods at the Delivery Location or the Goods being placed in your possession and control.
  6. The number of packages delivered should be checked by you in the presence of the driver. Claims for shortages, loss, damages or short deliveries should be made at the time of delivery but, in any event, claims must be made to our registered office within 24 hours of delivery for investigation.
  7. Any dates quoted for delivery of the Goods are approximate only, and the time of delivery is not of the essence. We shall not be liable for any delay in delivery of the Goods that is caused by an event outside our control or your failure to provide us with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

Product Durability

We endeavour to ensure that all dated stock has an optimum remaining life when we sell to you. You are advised to check the durability dates upon receipt and any returned products relating to date coding are accepted solely at our discretion.

Risk and Title

  1. The risk in the Goods shall pass to you on completion of delivery.
  2. If Goods are received without full payment, you shall be required to
    1. store the Goods separately from all other goods held by you so that they remain readily identifiable as our property;
    2. not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
    3. maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
    4. notify us immediately if you become subject to any insolvency event; and
    5. give us such information relating to the Goods as we may require from time to time.

Price and Payment

  1. All items from our current price list are offered subject to availability. Unless otherwise agreed, prices are fixed on the day of delivery, not when the goods are ordered. VAT will be charged at the appropriate rate on Goods where applicable, for which you will be additionally liable to pay.
  2. We may invoice you for the Goods on or at any time after the completion of delivery.
  3. Our standard payment currrently include
    1. Payment through bank tranfer
    2. Bank Invoice payment.
  4. Payment shall be made to the bank account nominated in writing by us at the checkout. Time of payment is of the essence. Alternative or extended payment terms may be agreed by us in writing. We offer accounts at our discretion and we reserve the right to decline credit based on credit reference agency data or trading knowledge.
  5. Payment shall be made to the bank account nominated in writing by us at the checkout. Time of payment is of the essence. Alternative or extended payment terms may be agreed by us in writing. We offer accounts at our discretion and we reserve the right to decline credit based on credit reference agency data or trading knowledge.
  6. “Cash on Delivery” accounts must be settled by either cash or cheque upon completion of delivery. If payment is not available on delivery, it is our discretion whether the Goods will be left with you or if they will be removed until the account is settled.
  7. All credit accounts must be settled within the terms agreed. In the event of an account being in arrears, we reserve the right to withhold further deliveries of the Goods and pursue the full account debt, whether due or not. Should any payment be refused or returned by the bank we reserve the right to pass any bank charges back to you.
  8. Further, we reserve the right to charge late payment interest at the statutory rates on all overdue balances.

Quality

  1. We warrant that all Goods we offer for sale are of the nature, substance and quality described and comply with all statutory requirements from time to time in force relating to the sale of food.
  2. Subject to clause 1, if:
    1. you give us notice in writing within 24 hours of completion of delivery that some or all of the Goods do not comply with the warranty set out in clause 1 of this section, and
    2. we are given a reasonable opportunity of examining such Goods; and
    3. you (if we ask you to do so) return such Goods to our place of business at your cost, we shall, at our option, replace the defective Goods, or refund the price of the defective Goods in full.
  3. We shall not be liable for the Goods’ failure to comply with the warranty set out in clause 1 of this section if:
    1. you make any further use of such Goods after giving a notice in accordance with clause 2 (a) of this section; or
    2. the defect arises because you failed to follow our oral or written instructions as to the storage of the Goods or (if there are none) good practice.
  4. Except as provided in this clause 6, we shall have no liability to you in respect of the Goods’ failure to comply with clause 1.
  5. The terms of these Terms and Conditions shall apply to any replacement Goods supplied by the Supplier under clause 2.

Product Recall

  1. If you are the subject of a request, court order or other directive of a governmental or regulatory authority to withdraw any Goods from the market (Recall Notice) you shall immediately notify us in writing enclosing a copy of the Recall Notice.
  2. Unless required by law, you may not undertake any recall or withdrawal without our written permission and only then in strict compliance with our instructions about the process of implementing the withdrawal.

Termination

    We may suspend further supply or delivery, stop any Goods in transit or terminate our contract by notice in writing to you if you are in breach of an obligation under these Terms and Conditions or you become unable to pay your debts when they fall due or proceedings are commenced by or against you alleging bankruptcy or insolvency. Upon termination, any payments you owe to us (even if they are not yet due for payment) will be immediately due and payable and we shall be under no further obligation to supply Goods to you.

Limitation of Liability

  1. Every effort has been made to ensure the accuracy of the contents of product lists, but occasionally errors may occur. Any information which we do supply, we will provide to the best of our ability, but we do not warrant against the possibility of human error and machine errors and cannot accept any responsibility for any errors or omissions or for the results obtained.
  2. We do not accept liability for any failure to perform or delay in performance caused by events outside of our reasonable control (including, but not limited to, strikes, trade disputes, accident, breakdowns, shortages affecting us or our usual sources of supply or means of delivery of the product).
  3. we shall under no circumstances whatsoever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any:
    1. loss of profit;
    2. loss of goodwill;
    3. loss of business or business opportunity; or
    4. any indirect or consequential loss arising under or in connection with the Contract; and
  4. our total liability to you in respect of all other losses arising under or in connection with this contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the purchase price of the Goods.

Entire Agreement

  1. These Terms and Conditions (together with any documents referred to in it) constitutes the entire agreement between us and you supersede and extinguishes all previous discussions, correspondence, negotiations, drafts, agreements, promises, assurances, warranties, representations and understandings between us and you, whether written or oral, relating to their subject matter.
  2. Each party acknowledges that in entering into this agreement (and any documents referred to in it), it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement or those documents. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any representation, warranty or other statement in this agreement.
  3. Variation
    Except as set out in these Terms and Conditions, any variation to these Terms and Conditions, including the introduction of any additional terms and conditions, shall only be binding when agreed in writing and signed by us.