These Additional Conditions to Purchase Order (the “Conditions”) are made and shall apply to all Purchase Orders (the “PO”) issued by Dirigible Technologies Nig. Ltd (Dirigible or the “ Company”) to a vendor in furtherance of the provision of goods and/or services (the “Supply”) to the Company in pursuance of the applicable PO duly issued and signed by Dirigible. For the purpose of incorporating these Conditions into any specific PO, the Supplier shall be such a person named in the PO as the “Supplier” or the “Vendor” and the applicable Dirigible entity shall be known as the “Company” or “Dirigible” in this document. In the event of any conflict between the terms of the PO and these Conditions, the terms of the PO’s shall override the terms of these Conditions to the extent of such inconsistencies. These Conditions are hereby automatically incorporated into the PO by reference and shall form, for all intent, part of the PO.

  1.  PRICES AND PAYMENT:

1.1 All prices in the PO are on a firmly fixed basis and subject to NO VARIATION.

1.2 Dirigible, at its sole discretion, may withhold all or any part of payments due if the Supplier breaches any of its obligations under this PO.

1.3 Payment will be made in the currency stipulated in the PO and only to the bank account in the name of the Supplier. It is not the policy of Dirigible to approve any unsecured advance payments.

1.4 Payment by Dirigible does not imply acceptance of Supply nor of any related work or services under this PO.

  1. TAX OBLIGATIONS:

2.1 The Supplier authorizes Dirigible to deduct from the Supplier’s invoice any amount representing such statutory taxes or duties as may be required by law or any government policy in place at the time of the Contract/Order or payment thereof of any amount due and remaining outstanding.

2.2 Payment of such adjusted amount shall constitute full payment by Dirigible. The Supplier shall provide Dirigible with its current and valid Value Added Tax (VAT) Registration Certificate to qualify for payment of VAT on its invoice.

2.3 The Supplier shall remit all applicable taxes to the applicable government authority as required by applicable laws.

2.4 Where the Supplier fails to do so, Dirigible reserves the right to make payment net of statutory taxes or duties as may be required by law or any government policy in place at the time of the issuance of the PO.

  1. ADVANCE PAYMENT AND PERFORMANCE GUARANTEE:

3.1 Where applicable, Dirigible shall make any agreed advance payment to the Supplier subject to the production of an advance payment guarantee for the value of the advance payment agreed by Dirigible, drawn in a form and from a bank acceptable to Dirigible.

3.2 Except as otherwise indicated, the advance payment guarantee shall be valid for no less than one hundred and eighty days (180 days) from the date of payment of the advance payment and shall without prejudice to clauses 8 – 11 and clause 13 below include a performance guarantee clause which shall indemnify Dirigible against delivery of defective and faulty Supplies.

3.3 Where the Supplier does not replace within five (5) days of the fault being reported by Dirigible, Dirigible shall exercise its rights under this performance clause to claim the full value of any defective or unfit for purpose Supplies from the bank providing the guarantee. The balance shall be paid in accordance with the terms of the PO.

4. DELIVERIES:

4.1 Except otherwise specified in the PO, all deliveries shall be at the Supplier’s sole risk and expense to the Dirigible’s directed location (including off-loading to an area designated by Dirigible unless otherwise specified).

4.2 All deliveries shall be made to the address specified by Dirigible between the hours of 8:00 am and 5:00 pm, Monday to Friday; Saturdays, Sundays, and holidays are exempted, except otherwise specified by Dirigible. No deliveries shall be provisionally accepted by anyone other than authorized receiving personnel of Dirigible.

4.3 The Supplier shall deliver the goods within the time and period agreed with Dirigible after the coming into force of the PO. Phased deliveries within this time frame or period are only acceptable where agreed in the delivery schedule between Dirigible and the Supplier, but in any case, full delivery must occur no later than 7 days after the payment of the advance payment by Dirigible, unless otherwise provided in the PO or agreed by Dirigible. The Supply shall be delivered in a full and working state.

4.4 The Supplier must immediately notify Dirigible if it is likely to be unable to meet a delivery date. At any time prior to the delivery date, Dirigible may, upon notice to Supplier, cancel or change a PO, or any portion thereof, for any reason, including without limitation, for the convenience of Dirigible or due to failure of Supplier to comply.

  1. INSPECTION:

5.1. Dirigible reserve the right to subject all Supply to inspection and testing by Dirigible or its designated representative, to the extent practicable, at all times and places, including the period of manufacture and, in any event, prior to final acceptance by Dirigible.

5.2. Dirigible may notify beforehand the Supplier of its intention to carry out an inspection. The exercise of this right shall in no way prejudice Dirigible’s decisions when taking a delivery or accepting goods and shall in no circumstances release the Supplier from any warranty or other obligation under the PO.

5.3. Any re-inspection due to the Supplier’s default shall be at the Supplier’s expense. If any inspection or test is made on the premises of the Supplier or its supplier/contractor/vendor, the Supplier, without additional charge, shall provide all reasonable facilities and assistance for the safety and convenience of the inspectors in the performance of their duties.

5.4. The Supplier shall provide and maintain inspection, quality control system covering the Supplies that are acceptable to Dirigible. Records of all inspection work by the Supplier shall be kept complete and made available to Dirigible during the performance pursuant to this PO and for twelve (12) months thereafter or for such other period as may be specified in this PO. Copies of all material certifications and test results are to be submitted to Dirigible upon request.

  1. ACCEPTANCE:

6.1 Unless otherwise provided in the PO, at its discretion, Dirigible may make provisional acceptance of the Supply in accordance with the terms of the PO and in order for the processing of any relevant payment it deems fit to make such acceptance in respect thereof, subject to Dirigible’s right to reject non-conforming Supplies delivered by the Supplier whether or not Dirigible had the opportunity to physically inspect the applicable Supply.

6.2 Unless otherwise provided in the PO, acceptance or rejection of the Supply shall be made as soon as practicable after delivery and shall be provided based on systematic inspection and testing of the Supply by Dirigible’s representatives and no later than thirty (30) days after delivery, but failure to inspect and accept or reject goods shall neither relieve the Supplier from responsibility for non-conforming goods nor impose liabilities on Dirigible thereof. Only upon Dirigible’s final acceptance of the Supply shall the risk thereof pass to Dirigible.

  1. INSURANCE OF DELIVERABLES:

Unless otherwise specified expressly in the Order, the insurance of goods prior to delivery shall be the sole responsibility of the Supplier. Dirigible has no obligation to insure the goods while in transit from the Supplier to the designated delivery location.

  1. SPECIFICATIONS OF DELIVERABLES:

8.1 All Supplies shall be designed, assembled and tested in accordance with the specification provided by Dirigible to the Supplier and shall, unless otherwise expressly requested by Dirigible, be new, unused, and of the most recent or current models of specification and shall be of such quality and composition and strength suitable for the purpose for which are required and all implied terms under the Sales of Goods Act applicable in Nigeria. All Supplies must incorporate all recent improvements in design and materials unless provided for otherwise in the technical specifications.

8.2 In the event of goods and services supplied which does not conform with the specification or quality in the order or any patent or latent defect manifesting. Dirigible shall be entitled to require from the supplier a rectification or replacement of such defective goods or portion thereof within 7 (seven days) from the request.

  1. WARRANTY AND GUARANTEES:

9.1 The Supplier acknowledges that this PO constitutes an offer to purchase the Services by Dirigible and may be withdrawn by Dirigible at its sole discretion at any time before its acceptance by the Supplier.

9.2 The Supplier warrants that all Supplies delivered or performed under the PO; are free from defect in design, material or workmanship and conform to all requirements of the PO; and are subject to all warranties expressed or implied by law; are merchantable; are of first-class quality and material; are suitable for the purpose ordinarily intended and for the anticipated use thereof as expressed by Dirigible.

9.3 At any time prior to the expiration of the Supplier’s stated warranty for the Supply, the Supplier shall promptly repair or replace, at Dirigible’s option, all defective Supplies at the Supplier’s sole expense. Dirigible may, in its sole discretion, direct that repair or replacement shall be accomplished at the place of their intended use.

9.4 The Supplier’s warranties shall survive Dirigible acceptance and payment under the PO. No material, labour

9.5 The Supplier warrants that the Supplies are new, of current manufacture, and free from defects in design, workmanship, and materials. The Supplier warrants that the Supplies conform to the specifications and are fit for the purposes for which such Supplies are ordinarily used, as well as for purposes, in locations and under circumstances made known to Suppliers by Dirigible. Unless a longer period is specified in the PO, the Supplier warrants and certifies that it will repair or replace immediately without any additional expense to Dirigible any Supply or components thereof which is found to be defective in design, material, or workmanship within a period of one (1) year from the date such Supplies are delivered to Dirigible.

  1. ASSIGNMENT AND SUBCONTRACTS:

10.1 The Supplier shall not cede, assign, transfer or sub-contract the order or its rights (including its right to receive payment hereunder) in whole or part whether voluntarily or by operation of law, without Dirigible’s prior written consent. Dirigible shall not be bound to give such consent and may withhold the same without cause.

10.2 In the event of Dirigible consenting to the supplier ceding, assigning, transferring or subcontracting its obligation or any part thereof, the Supplier shall continue to be responsible for the conduct and performance of any such assignee, transferee or sub-contractor appointed by the Supplier and the terms and conditions as set out herein shall continue to apply.

10.3 The Supplier shall ensure the agreement with the assignee, transferee, or sub-contractor is bound by the terms and conditions of this PO.

  1. INDEMNIFICATION:

11.1 The Supplier shall indemnify and hold harmless Dirigible for any and all liability, loss, and damage arising from or in connection with (i) any negligent or willful act or omission; (ii) any infringement of any patent, copyright or trademark; or (iii) any breach of or failure, to perform any covenant, agreement, obligation or duty under any PO with its employees or agents (including, without limitation, all lawyers’ fees and expenses).

11.2 The Suppliers shall also indemnify, hold and save harmless and defend at its own expenses Dirigible, its personnel and its clients from and against all suits, claims, demands, and liability of any nature or kind, including costs and expresses arising out of acts or omissions of Suppliers or its personnel or others respond to Suppliers in the performance pursuant to the PO.

  1. ASSIGNMENT AND SUBCONTRACTS:

12.1 The Supplier shall not cede, assign, transfer or sub-contract the order or its rights (including its right to receive payment hereunder) in whole or part whether voluntarily or by operation of law, without Dirigible’s prior written consent. Dirigible shall not be bound give such consent and may withhold same without cause.

12.2 In the event of Dirigible consenting to the supplier ceding, assigning, transferring or subcontracting its obligation or any part thereof, the Supplier shall continue to be responsible for the conduct and performance of any such assignee, transferee or sub-contractor appointed by the Supplier and the terms and conditions as set out herein shall continue to apply.

12.3 The Supplier shall ensure the agreement with the assignee, transferee, or sub-contractor is bound by the terms and conditions of this PO.

  1. TERMINATION:

13.1 In the event of any breach by, or failure of the Suppliers to comply with any of the terms of this PO, the Agreement or any of the Supplier’s obligations under this PO and if within five (5) days after receipt of written notice from Dirigible, the Supplier fails to remedy such default, Dirigible, may terminate the PO in whole or in part and/or set-off any amounts otherwise due to the Supplier under the PO against any loss or damage Dirigible may sustain as a result of such default.

13.2 Upon receipt of notice of termination, the Supplier shall: take immediate steps to perform all outstanding obligations with respect to the Supply in a prompt and orderly manner; reduce expenses to a minimum and not undertake any forward commitment from the date of receipt of the notice of termination.

  1. CONFIDENTIALITY/PUBLICITY:

14.1 All POs are strictly confidential and shall not be disclosed to any third party without the prior written consent of Dirigible. No references to articles or services, and Supplies generally, provided to Dirigible or provided by Dirigible to the Supplier pursuant to this PO are to be made by the Supplier in any advertising or promotional materials without the prior written permission of Dirigible.

14.2 The Supplier agrees not to refer to the PO in commercial advertising which states or implies that the Supplies provided are endorsed or preferred by Dirigible or are considered by Dirigible to be superior to other products and services. Unless authorized in writing, the Supplier shall not advertise or otherwise make public the fact that it is performing, or has performed, services for Dirigible, or use the name (or any abbreviation thereof), emblem of Dirigible for advertising or for any other purpose.

14.3 The Supplier shall not use any such material save for the implementation of this order and shall not disclose or permit the disclosure of any information thereof to any third party except in so far as may be necessary to the implementation of this order.

14.4 The Supplier shall ensure that third parties who are necessarily given access to confidential information keep that information confidential.

14.5 The Supplier shall at the request of Dirigible return such drawing, specification, data, or information provided by Dirigible after completion within the period indicated by Dirigible.

  1. LIQUIDATED DAMAGES FOR DELAY:

If the Supplier fails to deliver all or part of the Supplies or perform any of the services with the time period specified in the PO, Dirigible may, without prejudice to any other rights and remedies, deduct from the total price stipulated in this contract an amount of 0.5% of the price of such undelivered Supplies for each day of delay (or part thereof), commencing five(5) days after delivery was due and up to a period of 8 weeks. Thereafter Dirigible has the right to cancel the Contract.

16. FORCE MAJEURE:

Notwithstanding the provisions of this PO, the Supplier or Dirigible shall not be liable for default or liquidated damages, if and to the extent that failure to perform such obligations under any PO is the result of a Force Majeure Event. For purposes of this PO, Force Majeure Event is defined as an event beyond the control of Dirigible or the Supplier; not involving Dirigible’s or the Supplier’s fault or negligence and not foreseeable and includes acts of God, natural disasters, war (whether or not declared) and other events of a similar nature or force.

  1. SOURCE OF INSTRUCTION:

The Supplier shall neither seek nor accept instructions from any authority external to Dirigible in connection with the performance pursuant to any PO. The Supplier shall refrain from any action which may adversely affect Dirigible.

  1. OFFICIALS NOT TO BENEFIT:

The Supplier warrants that no official of Dirigible or any Government official has received or will be offered by the Supplier any direct or indirect benefit of any kind, or any gift, payment or other consideration in connection with or arising from the PO or the award thereof. The Supplier agrees that breach of this provision is a breach of a fundamental term of the PO and may lead to the termination of the PO.

  1. ASSIGNMENT AND INSOLVENCY:

The Supplier shall not, except after obtaining the prior written approval of Dirigible, assign, transfer, pledge or make other disposition of the PO or any part hereof or any of the Supplier’s rights or obligations under this PO. Should the Supplier become insolvent or should control the Supplier change by the virtue of insolvency, Dirigible may, without prejudice to any other right or remedy, terminate an Order/Contract by giving the Supplier written notice of such termination.

  1. CHILD AND FORCED LABOUR PROHIBITION:

20.1 Dirigible will not tolerate the use of child and/or forced labour, physical punishment, abuse, or involuntary servitude of any worker and their engagement in unacceptable hazardous work, slavery, or human trafficking in any of its operations and facilities.

20.2 Dirigible will comply with all relevant and applicable local and international labour regulations, treaties, conventions, and principles relating to the protection, welfare, health, and safety of children and expect its Suppliers to uphold the same standards.

20.3 The Supplier acknowledges that it is fully aware and will comply with all relevant and applicable local and international labour regulations, treaties, conventions, and principles relating to the protection, welfare and health & safety of children.

20.4 The Supplier acknowledges that it does not currently employ, and will not in the future employ, directly or indirectly, or through a subcontractor, any child who is under eighteen (18) years of age to manufacture, provide or supply goods or services, in any of its operations or activities in violation of relevant laws and regulations.

20.5 The Supplier acknowledges that the workers it uses and will use, to produce and supply the goods and services offered are in all cases present voluntarily and that it and its suppliers of goods and services will not knowingly utilise prisoners, slaves, human trafficked or forced labour.

20.6 The Supplier understands that these undertakings are essential to the Agreement and agrees to indemnify Dirigible and hold Dirigible harmless with respect to any violation or for any liability arising from the contravention or non-compliance with this clause by the Supplier.

20.7 The Supplier also agrees that, in the event that Dirigible determines that a violation of this clause has occurred, Dirigible shall notify the Supplier and the Supplier shall immediately remedy the violation. In the event that Dirigible determines that the Supplier has not remedied the violation, then Dirigible may terminate the PO immediately, and such termination shall be with a cause.

  1. HEALTH, SAFETY AND ENVIRONMENT:

Where in the course of such direct negotiation referred to in clause 21 above, the Parties wish to seek an amicable settlement of such dispute, controversy or claim by conciliation, the conciliation shall be bound by any arbitration award rendered as a result of such arbitration as the final adjudication of any such controversy or claim.

21.1 The Supplier agrees to comply and to ensure that its personnel complies with all relevant health, safety, and environmental laws, regulations, and policies in force from time to time.

21.2 The Supplier agrees to ensure that its personnel is appropriately trained and supervised in relation to health, safety and environmental risks and procedures that are required to manage the risks associated with the Supply.

21.3 Whenever Dirigible informs the Supplier that in its reasonable opinion the Supplier is not in compliance with applicable health, safety and environmental obligations; or that the Supply may endanger or harm the environment, and/or any natural person; or impact negatively on Dirigible’s reputation, the Supplier shall promptly and at its own expense remedy that breach.

Until such time as the breach has been remedied, Dirigible may be acting reasonably, direct the Supplier to suspend the performance of the applicable Supply and Dirigible will not make any payment to the Supplier during the suspension; or be liable for any of the Supplier’s costs incurred or arising from the suspension.

  1. DATA PROTECTION:

The Supplier acknowledges and agrees to comply with Dirigible’s Data Protection Policy which is available at www.Dirigible.ng and is hereby incorporated by reference in these Conditions.

  1. ANTI-BRIBERY AND CORRUPTION:

The Supplier acknowledges and agrees to comply with Dirigible’s Anti-Bribery and Corruption Policy which is available at www.Dirigible.ng and is hereby incorporated by reference in these Conditions.

  1. DISPUTE RESOLUTION:

Save for any contrary provision in the Agreement, any dispute or claim arising out of or in connection with any provision of this PO or any breach thereof, shall, unless it is settled by direct negotiation, be settled in a court of competent jurisdiction.

  1. CONCILIATION:

Where in the course of such direct negotiation referred to in clause 21 above, the Parties wish to seek an amicable settlement of such dispute, controversy or claim by conciliation, the conciliation shall be bound by any arbitration award rendered as a result of such arbitration as the final adjudication of any such controversy or claim.

  1. PRIVILEGES AND IMMUNITIES:

Nothing in or relating to this PO shall be deemed a waiver of any of the privileges and immunities of Dirigible.

  1. REMEDIES FOR DEFAULT:

Without prejudice to other provisions of this Agreement and in the event of failure by the Supplier to perform according to the PO, or to make delivery of all of the goods on the agreed delivery date, Dirigible may, after giving the Supplier reasonable notice to perform and without prejudice to any other rights or remedies, exercise one or more of the following rights:

  1. a) procure all or part of the goods from other sources, in which event Dirigible may hold the Supplier responsible for any excess costs occasioned thereby;
  2. b) refuse to accept delivery of all or part of the goods;
  3. c) terminate any PO;
  4. d) require the Supplier to ship via premium means, at the Supplier’s expenses, to meet the delivery schedule agreed in the PO;
  5. e) impose liquidated damages.
  1. AFTER SALES SERVICE:

Where deemed applicable at the discretion of Dirigible, the Supplier shall maintain or provide a service organization reasonably constituted to handle requests from Dirigible or its clients for technical assistance, maintenance, service, repairs and overhaul of the Supply as may be reasonably required.

  1. PATENT INDEMNIFICATION:

The Supplier shall defend at its own expenses any suit or proceeding brought against Dirigible and/or its clients based on a claim that any goods or the normal use thereof furnished under any PO constitute an infringement of any patent of any country if notified promptly in writing and given authority, information, and assistance (at Supplier’s expenses) for the defense of same, and the Supplier shall pay all damages and costs awarded therein against Dirigible or its clients. In the event of the use of the said Supply or any part that is enjoined, the Supplier shall, at its own expense and at its option; either procure in favor of Dirigible or its clients the right to continue using the Supply, or modify them so they become non-infringing or, with the approval of Dirigible, remove said Supply and refund the purchase price, including transportation and installation costs to Dirigible.

  1. VARIATION IN QUANTITIES:

The quantities specified in any PO must not be exceeded or decreased without the prior written authorization of Dirigible.