Terms of Use

CONNECTING THE DOTS INITIATIVE (CDI) SUPPLIER TERMS & CONDITIONS (FOR LISTING, SUPPLY AND DELIVERY OF GOODS)

 

The terms in this agreement dated February 21, 2022 (or when supplier registers on Africacdi.com) is made by and between

 

  1. DFS Africa, a company organised and existing under the laws of England & Wales and the creator of the Connecting the Dots Initiative (CDI), having its registered office at 21 Tyle Green, Hornchurch, United Kingdom (hereinafter referred to as “DFS Africa”; and

 

  1. You, a manufacturer, distributor or agent (Supplier), 

 

also referred below individually as “Party” and together as “Parties”



Whereas DFS Africa wishes to list and sell products manufactured and/or distributed by the Supplier and whereas Supplier wishes to supply and deliver such products to the end customer specified by DFS Africa.

 

DFS Africa and Supplier respectively agree to the following:



  1. SUPPLY OF PRODUCTS TO CDI

 

  1. During the term of this Agreement and any extension hereof, the Supplier shall supply the products set out in Schedule 1 to this Agreement (the “Products”) for listing and sale on the online platform operated by DFS Africa at www.CDI (the “CDI Platform”) and DFS Africa shall market the Products at the price set out in Schedule 1 for sale on a non-exclusive basis

  1. The specifications of the Products are set out in the description of products provided by the Supplier.

  1. The Supplier shall provide to DFS Africa the technical information, standards and certifications in respect of each of the Products the Supplier lists on the CDI platform

  2. The Parties agree that, on the acceptance of a customer order for Products on the CDI Platform, DFS Africa will be entitled to commission. The amount of commission payable will be at the following rate of the total value of the order:

  1. 15% for total order values up to and including US$200,000;

  2. 12% for total order values of not less than US$200,001 and up to and including US$500,000;

  3. 10% for total order values of not less than US$500,001 and up to and including US$1,000,000; and

  4. 8.5% for total order values of US$1,000,001 or more,

(the “Commission Fee”).

  1. REPURPOSING ADVISORY

 

The Supplier may purchase transaction advisory services from DFS Africa for an additional fee. This fee is separate and additional to the Commission Fees set out in clause 1.4 above. Details of the transaction advisory service fee will be provided by DFS Africa on request.”

 

  1. COMPANY AND PRODUCT VERIFICATION

Supplier agree to abide by the verification procedures set by DFS Africa.

  1. RETURN POLICIES

 

  1. Supplier agrees to the terms specified in the CDI Terms of Services 

  1. ORDERS

  1. Each purchase and sale of Products between the Supplier and a Buyer on the CDI Platform shall be evidenced by an order (the “Order”). The Supplier shall accept each Order in writing (“Order Acceptance Schedule”) within 2 working days after receipt of notification of the Order from DFS Africa. If the Supplier does not reject the Order within 2 working days of receipt of the Order notification, the Order shall be deemed to be accepted by the Supplier and DFS Africa shall confirm such acceptance to the Buyer. As long as this Agreement is in force and effect the terms and conditions of this Agreement shall apply to all Orders and all order confirmations of Supplier.

  2. 5.2. Notification of Orders shall be communicated to the Supplier in writing (including, without limitation, by e-mail or transmitted through the Supplier account on www.CDI). Each Order shall contain the Products and the quantity of each Product ordered by the Buyer, details of the Buyer, the price and the delivery address (the “Destination of Delivery”).

  3. 5.3. Neither the Supplier’s terms and conditions of sale and delivery nor the DFS Africa terms and conditions of purchase shall apply to any purchase and sale made pursuant to Orders placed by Buyers on the CDI Platform.

  1. PRICE

 

  1. The total price for the Order, which includes the price of the Products and the costs of delivery on the basis of DDP (delivered duty paid) to the Destination of Delivery as set out in the Order, will be specified by the Supplier in the Order Acceptance Schedule. The Price includes statutory VAT and other taxes, if any

 

  1. The Price remains fixed for the period of the contract for sale between the Supplier and the Buyer.”

 

  1. INVOICING AND PAYMENT

 

  1. Following receipt of the Order Acceptance Schedule from the Supplier with details of the Price, DFS Africa will confirm the Order with the Buyer. 

  2. The Buyer will provide a financial instrument in form of Letter of Credit or a Bank Guarantee in respect of the Price to the Supplier or via a telegraphic transfer as may be agreed during order confirmation process.

  3. Payment of the Price will be made by the financial institution issuing the Letter of Credit or Bank Guarantee after the Buyer confirms that there are no defects in the quality or quantity of the Products received. The Buyer is obliged to examine the Products immediately upon taking delivery for the purpose of such confirmation. 

 

  1. INVENTORY MANAGEMENT

 

  1. In order to ensure punctual deliveries, Supplier shall hold during the term of this Agreement the minimum inventory it specified during onboarding to CDI

 

  1. DELIVERY 



  1. The date for delivery shall be as specified in the Order (or the Order Confirmation Schedule if different).

 

  1.  If the Supplier is late with any delivery of Products beyond the lead time specified by the Supplier at time of Order, the Buyer shall have the right to cancel the Order for such Products at any time before delivery of relevant Products is initiated.



  1. WARRANTY AND PRODUCT LIABILITY

 

  1. The Supplier warrant that the Products shall 

 

  1. conform to the technical and quality standard and specifications as set out in product description when listing on CDI

  2. be safe, of good quality and free from any defect in manufacturing or material,

  3. correspond strictly with any and all representations, descriptions, advertisements, brochures, drawings, specifications and samples made or given by Supplier, and

  4. fit for the purpose described in Product Description

 

  1. Buyer shall inspect the received Products within 72 days after receipt of the delivery and shall inform the Supplier within a further period of 3 working days of any apparent defect. Non-apparent defects shall be informed to the Supplier within 72 days after they have become apparent.

 

  1. If the Products are defective and/or do not conform with the warranty given in Art. 10.1 above ("Defective Products"), the Supplier shall, at the option of DFS Africa

 

  1. replace the Defective Products with Products in accordance with the warranty set out in Art. 7.1 above as soon as possible without any additional cost to Buyer, or

  2. repair the Products without any additional cost to Buyer, or

  3. reimburse Buyer the Price paid for the Defective Products.

 

  1. The Supplier will indemnify, defend and hold harmless DFS Africa, and its officers, directors, employees, affiliates, licensees, and agents against, and hold them harmless from, any and all losses, liabilities , claims (including, without limitation, product liability claims), demands, damages, costs, or expenses (including lawyer´s and other legal fees) (“Claims”), arising out of or related to any breach by the Supplier of any of the representations and warranties in clause 10.1 or a breach of the obligations set out in this Agreement by the Supplier. The Supplier agrees to promptly notify DFS Africa of any third-party Claims, cooperate with DFS Africa in defending such Claims and pay all fees, costs and expenses associated with defending such Claims (including reasonable legal fees).

 

  1. Neither party will be liable to the other for any loss of profit or any consequential loss arising from this Agreement and DFS Africa’s total liability to the Supplier under this Agreement with not exceed the total Commission Fees actually paid to the Supplier under this Agreement. Nothing in this clause is intended to limit either Party’s liability where it would be illegal to do so.



  1. TERM OF AGREEMENT

    1. This Agreement shall come into force and effect on November 25, 2020.(2020. (“Effective Date”) and shall remain effective for a period of two (2) years. It shall be automatically renewed for subsequent periods of twelve (12) months each, unless 

    2. any party gives to the other party a written notice not to renew this Agreement at least one (1) month prior to the expiration of the initial term or any such subsequent term of this Agreement, or according to the terms in 13, below.

 

  1. TERMINATION

    1. Notwithstanding Art. 11.1 above this Agreement may be terminated at any time by each party on written notice with immediate effect in the event that:

 

  1. proceedings in bankruptcy or insolvency are instituted by or against the other party or a receiver, trustee, administrator or liquidator is appointed in respect of any part of the other party´s assets or any similar relief is granted under any applicable bankruptcy or equivalent law;

 

  1. one party (the defaulting party) shall be in breach, non-observance or non-performance of any of its obligations in this Agreement and does not remedy the same within 14 days of notice of such failure or breach being served upon it by the other party (the non-defaulting party).

 

  1. FORCE MAJEURE

 

  1. In this Section “Force Majeure” shall mean any event beyond the reasonable control of DFS AFRICA or Supplier, and which is unavoidable notwithstanding the reasonable care of the party affected, and shall include but not be limited to war, insurrection, riot, civil unrest, sabotage, boycott, embargo, explosion, fire, earthquake, flood, unavoidable accident, epidemic, pandemic, act of God, action or inaction of any governmental official or agency (civil or military) and refusal of any licences or permits, if properly applied for.

 

  1. If either Party is prevented from or delayed in performing any of its obligations under this Agreement by an event of Force Majeure, then it shall notify the other in writing of the occurrence of such event and the circumstances thereof within fourteen (14) days after the occurrence of such event.

 

  1. The Party who has given such notice shall be excused from the performance or punctual performance of its obligations under this Agreement for so long as the relevant event of Force Majeure continues and to the extent that such Party’s performance is prevented or delayed. The occurrence of any event of Force Majeure affecting either party shall not give rise to any claim for damages or additional costs and expenses suffered or incurred by reason of Force Majeure.

 

  1. If the performance of the work by DFS AFRICA is substantially prevented or is delayed for an aggregate period of more than sixty (60) days on account of one or more events of Force Majeure during the currency of this Agreement, DFS AFRICA and or Supplier may terminate this Agreement by giving written notice to Supplier and / or DFS AFRICA as the case may be.

 

  1. NOTICES

 

  1. All notices, requests, demands and other communications shall be in writing (including fax) in the English language and shall be addressed as follows (or to such other address as notified in writing by one party to the other party):

 

            If to DFS Africa to: covid19response@developmentfinancesummit.comenquiries@africacdi.com

           If to the Supplier to the supplier’s email address provided upon registration on CDI  

 

  1. MISCELLANEOUS

 

  1. This Agreement shall be governed by and construed in accordance with the laws of England & Wales

 

  1. All disputes between the parties as to the validity, execution, performance, interpretation or termination of this Agreement will be submitted to the exclusive jurisdiction of the Courts of England & Wales.

 

  1. All Schedules attached to this Agreement are incorporated herein and shall be part of this Agreement.

 

  1. Except as otherwise specifically provided herein, neither party may assign this Agreement or any of its rights, interests or obligations hereunder without the prior written consent of the other party.

 

15.5. Each Party undertakes that in fulfilling the terms of this Agreement, it will not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010. Breach of any of the undertakings in this clause shall be deemed to be a material breach of the Agreement.

15.6. This Agreement constitutes the entire agreement between the Parties in respect of the matters dealt with in it and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

15.7. If any provision or part of a provision of the Agreement is unlawful, void or unenforceable, that provision or part of the provision is deemed severable from the Agreement and does not affect the validity and enforceability of any remaining provisions.

15.8 DFS Africa’s failure to exercise or enforce any right or provision of the Agreement will not operate as a waiver of such right or provision.

15.9. No variation of this Agreement will be effective unless it is in writing and signed by the Parties or their duly authorised representatives.

 

15.10 This Agreement may be executed in any number of counterparts, each of which, when executed, will constitute a duplicate original, but all the counterparts will together constitute the one agreement.

 

15.11 The headings in the Agreement are for convenience only and have no legal or contractual effect. Use of the word “including” will be interpreted to mean “including without limitation.” Words in the singular include the plural and vice versa. 

 

15.12 Except as expressly provided elsewhere in this Agreement, a person who is not a party to this Agreement will not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement. This does not affect any right or remedy of a third party which exists, or is available, apart from that Act.




By signing up to this website (CDI), DFS Africa and Supplier have executed this Agreement at the day and year when supplier first registers on the site.



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