Trade Terms & Conditions

1.1 In these Terms, unless the context requires otherwise:

(a) "Applicable Law" means the laws and regulations applicable in the Republic of Togo, including directly applicable OHADA Uniform Acts, mandatory public-order rules, tax, customs, commercial, insolvency, data protection, consumer protection and product-safety rules applicable to the relevant transaction.

(b) "Company" means CREATECH SASU.

(c) "Customer" means the person, business, trader, professional, company, organisation or other legal entity that requests, orders, buys, collects, receives, uses, installs, resells or pays for Goods or Services from the Company.

(d) "Goods" means all products, materials, equipment, components, appliances, furniture, joinery, cabinetry, fittings, hardware, accessories and other goods supplied or to be supplied by the Company.

(e) "Services" means all services supplied or to be supplied by the Company, including planning, measurement assistance, drawings, designs, layouts, schedules, specifications, procurement, delivery, coordination, advice, aftersales services and any other service expressly accepted by the Company.

(f) "Order" means any order, request, acceptance of a quotation, purchase instruction, trade-account instruction or other instruction by the Customer for Goods or Services.

(g) "Quotation" means a written quotation, estimate, pro-forma invoice, payment request, order confirmation or other written price communication issued by the Company.

(h) "Payment Schedule" means the mandatory staged payment schedule in clause 4.1.

(i) "Trade Account" means an administrative account opened by the Company for identification, authorisation, pricing, account management, order history, communications and commercial administration. A Trade Account is not a credit facility and does not permit deferred payment, post-delivery invoicing, release of Goods before full payment, delivery before full payment, or payment after collection or delivery.

(j) "Working Day" means a day other than a Saturday, Sunday or public holiday in Togo.

1.2 References to writing include paper documents, email, electronic signature, online account messages, messaging applications, payment requests and any other written electronic communication accepted by the Company.

1.3 Headings are for convenience only and do not affect interpretation.

1.4 References to Goods include any instalment, component, replacement, repaired item or part of Goods. References to Services include any part of the Services.

2.1 These Terms are personal to the Customer and may not be assigned, transferred, shared or used by any other person without the Company's prior written consent.

2.2 These Terms apply to all contracts for the sale of Goods and the supply of Services by the Company to the Customer, including Orders, Quotations, collections, deliveries, Trade Account transactions, planning, drawings, designs, specifications, variations, returns and aftersales matters.

2.3 These Terms apply to the exclusion of all terms proposed by the Customer, including terms in a purchase order, request for quotation, acceptance, correspondence, portal, procurement document or other Customer document, unless the Company expressly agrees the specific variation in writing.

2.4 If there is an inconsistency between these Terms and any Quotation, order confirmation, invoice, payment request, Trade Account document or other written document, the following order of priority applies: first, mandatory Applicable Law; second, any specific written variation expressly accepted by an authorised representative of the Company for the relevant Order; third, these Terms; and fourth, any other Company document. Despite any other document, the Payment Schedule always prevails unless the Company expressly agrees in writing for the specific Order that a stricter payment arrangement applies for the Company's benefit. No document, Trade Account, invoice date, statement date, delivery note, prior course of dealing or payment practice permits payment after collection or delivery.

2.5 The Company may amend these Terms from time to time by giving notice to the Customer. Amendments apply to Orders placed after the notice is given. Any other variation is binding only if agreed in writing by an authorised representative of the Company.

2.6 These Terms, together with the relevant Quotation, order confirmation, invoice, payment request and any other written document expressly agreed by the Company for the Order, form the entire agreement between the Company and the Customer for that Order.

2.7 The Company trades primarily with professional, trade and business customers. If the Company accepts an Order from a consumer or non-professional customer, these Terms apply only to the extent permitted by Applicable Law and do not exclude mandatory consumer rights.

3.1 The Company may open, refuse, suspend or close a Trade Account at its discretion, subject to Applicable Law.

3.2 A Trade Account is an administrative and commercial facility only. It does not create any right to credit, deferred payment, post-delivery invoicing, release of Goods before full payment, delivery before full payment, or payment after collection or delivery.

3.3 Orders using a Customer's Trade Account may be placed only by the Customer or by a person authorised by the Customer. The Customer is liable for all Orders placed by its authorised agents, employees, representatives, subcontractors, family members, staff or third parties until the Company receives written notice revoking that authority and has had a reasonable time to process it.

3.4 If authority is given orally or by conduct, the Company may require written confirmation. Unless authority is expressly limited in writing, the Company may treat it as continuing until revoked in writing.

3.5 The Customer must promptly notify the Company in writing of any change to its name, trading name, legal status, ownership, address, telephone number, email address, authorised users, tax information, payment details or any other account information. The Company may require verification before making or accepting any account change.

3.6 The Customer is responsible for the security of its account credentials, devices and communications. The Company is not responsible for unauthorised Orders resulting from the Customer's failure to control access to its account, email, telephone, messaging applications, payment approvals or authorised users, except to the extent liability cannot be excluded by Applicable Law.

4.1 Goods and Services must be paid for in full before collection or delivery using the following mandatory schedule:

(a) 10% of the quoted or estimated Order value must be paid in cleared funds before any plans, drawings, designs, layouts, specifications, measurements, schedules, item lists, visuals, technical documents or similar materials are released to the Customer or to any third party on the Customer's behalf;

(b) a further 60% of the quoted or confirmed Order value must be paid in cleared funds before the Company places any order with suppliers, manufacturers, fabricators or other third parties, or before the Company reserves, allocates, procures, imports, fabricates, commits stock or otherwise commits to Goods or Services for the Customer's Order; and

(c) the remaining 30%, or the full outstanding balance if different, together with all taxes, duties, delivery charges, approved variations, additional charges, storage charges, redelivery charges, bank charges and all other sums due, must be paid in cleared funds before collection or delivery.

4.2 The payment stages are cumulative. Payment of the 10% stage does not require the Company to place an order, reserve stock, procure Goods, commence fabrication, release Goods, deliver Goods or perform final Services. Payment of the further 60% stage does not require the Company to release Goods for collection or delivery until the full outstanding balance has been paid in cleared funds.

4.3 If the quoted, estimated or confirmed Order value changes, the payment stages are recalculated against the latest written price accepted or confirmed by the Company. Amounts already paid are credited against the recalculated total, and the Customer must pay any shortfall at the next payment stage or, if there is no later stage, before collection or delivery.

4.4 The Company is not obliged to release any plans, drawings, designs, layouts, specifications, measurements, schedules, item lists, visuals or similar materials until the 10% payment has been received in cleared funds.

4.5 The Company is not obliged to place any supplier, manufacturer, fabricator, import, stock reservation or third-party order, or to reserve, allocate, procure, import, fabricate, commit or prepare any Goods or Services, until the 10% stage and the further 60% stage have both been received in cleared funds.

4.6 The Company is not obliged to make Goods available for collection, dispatch Goods, deliver Goods, arrange delivery, release Goods to a carrier, release final documents, or perform final release of Goods or Services until the full outstanding balance has been paid in cleared funds.

4.7 Any invoice, pro-forma invoice, account statement, payment request, Trade Account statement, delivery note, administrative document or accounting entry issued by the Company does not alter the Payment Schedule.

4.8 No Trade Account, account status, prior course of dealing, credit history, invoice date, statement date, delivery date, delivery note, collection note, customer relationship or payment practice allows the Customer to defer payment beyond the relevant payment stage.

4.9 All payments must be made in full, without deduction, set-off, counterclaim, withholding, bank-charge deduction or other reduction.

4.10 Payment is made only when the Company receives cleared funds in the Company's nominated account or by another payment method accepted by the Company. The Company may accept or refuse payment by cash, bank transfer, cheque, card, mobile money or other method at its discretion, subject to Applicable Law.

4.11 The Customer is responsible for bank fees, transfer fees, currency-conversion costs, payment-service charges and other costs of making payment. Unless the Company states otherwise in writing, prices and payments are in the currency stated in the Quotation or invoice. Where no currency is stated, the price is payable in West African CFA francs (XOF/FCFA).

4.12 If the Customer fails to pay any amount when due, the Company may, without limiting any other rights:

(a) withhold plans, drawings, designs, layouts, specifications, measurements, schedules, item lists, visuals and similar materials;

(b) refuse to place, confirm, release, progress, procure, import, fabricate, deliver or complete the Order;

(c) suspend procurement, manufacture, delivery, collection, aftersales support or supply;

(d) cancel outstanding Orders;

(e) suspend or close the Customer's Trade Account;

(f) demand immediate payment of all outstanding sums;

(g) charge default interest and damages at the highest rate and amount lawfully recoverable for commercial debts under Applicable Law from the due date until actual payment;

(h) recover reasonable debt collection, legal, enforcement, administrative, storage, handling and preservation costs; and

(i) charge an administration fee for any returned, rejected, reversed, disputed or unpaid payment.

4.13 Stage payments are part-payments toward the total Order price unless expressly stated otherwise in writing by the Company. If the Customer cancels, delays or fails to proceed after plans, drawings, designs, layouts, specifications, schedules, measurements or item lists have been released, the Company may retain the 10% payment as a reasonable charge for design, planning, measurement, administrative and preparatory work, subject to Applicable Law.

4.14 If the Customer cancels, delays or fails to proceed after the Company has placed any supplier, manufacturer, fabricator, import or third-party order, reserved stock, allocated stock, incurred costs, committed to purchase, commenced fabrication or otherwise committed to Goods or Services for the Customer, the Customer remains liable for all costs, charges, losses, restocking fees, cancellation fees, supplier charges, import charges, taxes, duties, storage charges and other amounts incurred by the Company, subject to Applicable Law.

4.15 The Customer may not use any alleged defect, delay, shortage, dispute, set-off, counterclaim or complaint as a reason to withhold any payment due under the Payment Schedule.

5.1 Quotations are valid for 30 days from issue unless accepted earlier, withdrawn sooner, or stated by the Company to be valid for a different period.

5.2 The price payable by the Customer is the price stated in the Company's Quotation, order confirmation, invoice, payment request or other written confirmation, as adjusted under these Terms.

5.3 Unless the Company states otherwise in writing, prices exclude taxes, VAT or TVA, customs duties, import duties, levies, delivery charges, installation charges, storage charges, bank charges, currency-conversion costs and other government, regulatory or third-party charges.

5.4 The Company may change prices before placing an Order, before committing stock, before committing to suppliers, before delivery, or before collection if costs increase due to factors beyond the Company's control, including supplier price changes, taxes, duties, customs charges, import charges, port charges, transport costs, currency fluctuations, exchange restrictions, regulatory changes, stock availability, manufacturer changes, changes in law, force majeure events or Customer-requested changes.

5.5 If the Company notifies the Customer of a price increase before the Company places the relevant supplier, manufacturer, fabricator, import or third-party order, the Customer must notify the Company in writing before the Company places that order if the Customer does not wish to proceed. If the Customer allows the Company to place or continue the order after notice of the increase, the Customer is deemed to accept the revised price.

5.6 If a price increase, variation, additional charge, delivery charge, tax, duty or other amount becomes payable after a stage payment has been made, the Customer must pay the increase or additional amount as part of the next payment stage or, if there is no later stage, before collection or delivery.

5.7 An Order is accepted only when the Company confirms acceptance in writing or acts in a way that clearly indicates acceptance after receiving the relevant payment stage. Receipt of a payment request or Quotation does not oblige the Company to accept an Order.

5.8 The Company may refuse, suspend, cancel or limit any Order where Goods are unavailable, payment has not been made, the Customer has breached these Terms, the Customer has provided inaccurate information, there is a pricing or description error, the Order is unlawful or impracticable, or the Company has reasonable concerns about payment, safety, fraud, solvency, compliance or supply.

6.1 All plans, drawings, designs, layouts, schedules, specifications, measurements, visuals, item lists, estimates, technical documents and similar materials prepared by or for the Company remain the property of the Company unless the Company expressly agrees otherwise in writing.

6.2 The Customer receives no right to use, copy, share, disclose, reproduce, submit, build from, order from another supplier, procure from, rely on or otherwise exploit plans, drawings, designs, layouts, schedules, specifications, measurements, visuals, item lists or similar materials until the 10% payment has been received in cleared funds.

6.3 Release of plans, drawings, designs, layouts, schedules, specifications, measurements, visuals, item lists or similar materials does not transfer ownership of copyright, design rights, intellectual property, know-how, source files or editable files unless the Company expressly agrees otherwise in writing.

6.4 The Customer may use released plans, drawings, designs, layouts, schedules, specifications, measurements, visuals and item lists solely for the Order or project for which they were prepared, and only with Goods or Services supplied by the Company, unless the Company agrees otherwise in writing.

6.5 The Company may release plans and drawings in the format it chooses. The Company is not obliged to release editable files, source files, CAD files, supplier files, internal costing, procurement records or confidential technical information.

6.6 The Customer must check all plans, drawings, designs, layouts, schedules, specifications, measurements, quantities, appliance dimensions, site conditions, access routes, utilities, regulatory requirements, installation requirements and intended use before approving an Order or allowing the Company to place any supplier, manufacturer, fabricator, import or third-party order.

6.7 The Company is not liable for errors, delays, defects, rework, site issues, installation issues, regulatory issues or additional costs arising from incorrect measurements, inaccurate information, unsuitable site conditions, late changes, unapproved variations, undisclosed constraints, third-party designs or information supplied, approved or caused by the Customer or any person acting for the Customer.

6.8 Any design, planning, drawing, measurement, advisory or specification service provided by the Company is provided with reasonable skill and care. It is not architectural, engineering, structural, electrical, plumbing, gas, fire-safety, regulatory-certification or professional construction advice unless expressly stated in writing by the Company for the relevant Order.

7.1 The Customer must provide complete, accurate and timely information, measurements, drawings, site details, utility information, access information, project constraints, customer requirements and any other information reasonably required by the Company.

7.2 The Customer is responsible for confirming that the Goods and Services are suitable for the Customer's intended use, site conditions, regulatory requirements, onward customer requirements, budget, installation method and project programme.

7.3 The Customer is responsible for obtaining all permissions, approvals, permits, licences, landlord approvals, building approvals, regulatory approvals and professional inspections required for the project, unless the Company expressly agrees in writing to obtain a specific approval.

7.4 The Customer must ensure that any person installing, connecting, disconnecting, modifying, certifying or approving electrical, gas, plumbing, structural, fire-safety or other regulated systems is properly qualified, licensed and insured under Applicable Law.

7.5 The Customer must ensure that the site is safe, lawful, accessible, ready, dry, secure, properly measured and suitable for delivery, storage, installation and use of the Goods.

7.6 The Customer must comply with manufacturer instructions, Company instructions, safety instructions, storage instructions, handling instructions, treatment instructions, installation instructions and maintenance instructions.

8.1 Unless otherwise agreed in writing, Goods shall be collected by the Customer from the Company's branch, warehouse, depot, showroom, storage location or other nominated collection point.

8.2 Delivery is available only where the Company agrees in writing. Delivery charges, access requirements, delivery locations and delivery arrangements are subject to Company confirmation and the Payment Schedule.

8.3 Delivery and collection dates and times are estimates only. Time for delivery or collection is not of the essence unless the Company expressly agrees otherwise in writing.

8.4 Any delivery, dispatch, collection, release or availability date is conditional on the Customer having paid all amounts due under the Payment Schedule in cleared funds.

8.5 The Company is not responsible for delay caused by the Customer's failure to make any stage payment on time, provide accurate information, approve documents, confirm specifications, provide safe access, accept delivery, collect Goods, sign delivery documents or perform Customer obligations.

8.6 The Company may deliver Goods in instalments or make Goods available for collection in instalments. Each instalment is treated as a separate delivery or collection. Delay or failure in one instalment does not entitle the Customer to cancel the whole Order.

8.7 The Company's liability for late delivery or non-delivery is limited to the price paid or payable for the Goods not delivered, except where liability cannot be limited by Applicable Law.

8.8 Where Goods are delivered to the Customer or to a site nominated by the Customer, the Customer must ensure that the delivery note is signed by the Customer or an authorised representative. Refusal or failure to sign a delivery note may result in the Company refusing delivery and applying clause 8.10.

8.9 Where the Company agrees to deliver to the Customer's premises or site, the Customer is responsible for ensuring safe, lawful, practical and reasonable access from the public road to the delivery point, including adequate route, parking, unloading space, labour, lifting arrangements, security and site readiness.

8.10 If the Customer refuses delivery, fails to accept delivery, fails to collect Goods, fails to provide adequate delivery instructions, fails to sign the delivery note, is unavailable to receive the Goods, provides unsafe or unsuitable access, or fails to pay the final balance when Goods are ready for collection or delivery, the Company may:

(a) store the Goods and charge reasonable storage, handling, insurance, waiting time, preservation, security and redelivery costs; and/or

(b) after giving the Customer at least seven calendar days' written notice, sell, return to supplier, reallocate or dispose of the Goods and charge the Customer for any shortfall, loss, cost or expense, subject to Applicable Law.

8.11 If the Company or its delivery contractor considers access unsafe, unsuitable, unlawful or impracticable, the Company may refuse or stop delivery until safe and lawful access is provided and may charge the Customer for resulting storage, waiting time, handling, redelivery and related costs.

8.12 Until title passes, and whenever Goods are in the Customer's possession or control, the Customer must store Goods in accordance with manufacturer and Company instructions and in suitable conditions, including dry, flat, raised, secure, protected and weatherproof storage where applicable.

9.1 Risk in the Goods passes to the Customer on delivery, collection, handover to a carrier, or when the Goods are placed into custody or storage on the Customer's behalf, whichever occurs first. The Customer is responsible for insuring the Goods from that time.

9.2 Title to the Goods remains with the Company until the Company has received full payment in cleared funds for all Goods, Services, taxes, duties, delivery charges, approved variations, additional charges, storage charges, redelivery charges, bank charges and all other amounts due from the Customer for the relevant Order and any other unpaid Order.

9.3 Until title passes, the Customer must:

(a) hold the Goods for the Company and not represent that title has passed;

(b) keep the Goods identifiable as the Company's property;

(c) store the Goods separately from goods supplied by others where reasonably practicable;

(d) keep the Goods properly stored, protected, insured and maintained;

(e) not pledge, charge, mortgage, encumber, dispose of, damage, modify or incorporate the Goods except as permitted by these Terms or by the Company in writing; and

(f) return the Goods to the Company immediately on request if payment is not made when due or the Order is cancelled or terminated.

9.4 If the Customer becomes insolvent, bankrupt, subject to restructuring, receivership, liquidation, winding up, creditor arrangement, proceedings for the settlement of liabilities, cessation of payments, or any similar process, or if the Company reasonably doubts the Customer's solvency or ability to pay, the Customer must immediately return unpaid Goods to the Company.

9.5 To the extent permitted by Applicable Law, the Customer grants the Company, its employees, agents and contractors permission to enter premises, sites, vehicles or storage locations controlled by the Customer to identify, inspect, repossess and remove Goods for which title has not passed. Where court authority, landlord consent or third-party consent is legally required, the Customer must cooperate promptly to obtain it.

9.6 The Customer must indemnify the Company against loss, damage, cost and liability arising from repossession, removal, affixing, detaching or recovery of Goods, except to the extent caused by the Company's unlawful conduct, fraud, wilful misconduct, gross negligence or liability that cannot be excluded by Applicable Law.

9.7 If Goods are attached to land, buildings, fixtures or other property before full payment is made, the Customer must ensure that they remain removable without material damage and that title does not pass to any landlord, property owner, end customer or third party before title has passed from the Company to the Customer.

9.8 The Customer may resell Goods in the ordinary course of business before title passes only if the Company permits this in writing and only if the Customer keeps sale proceeds separately identifiable, accounts to the Company for those proceeds, and remains fully liable to pay the Company in accordance with the Payment Schedule.

10.1 The Customer must inspect Goods on delivery or collection.

10.2 The Customer must notify the Company in writing within five Working Days of delivery or collection of any apparent defect, shortage, damage, incorrect item, non-conformity or failure to match description or sample.

10.3 Where a defect is not reasonably apparent on initial inspection, the Customer must notify the Company in writing as soon as reasonably possible after discovery and within any mandatory period required by Applicable Law.

10.4 Where reasonably practicable, inspection should be carried out without removing delivery packaging. If packaging must be removed, any rejected Goods must be returned in resaleable, unused and unmodified condition unless the defect prevents this.

10.5 If the Customer fails to notify the Company within the required period, the Goods are deemed accepted and free from any defect, shortage, damage or non-conformity that would have been apparent on reasonable inspection, to the extent permitted by Applicable Law.

10.6 The Company is not liable for any defect, shortage, damage or non-conformity that the Customer could reasonably have discovered on inspection but failed to report within the required period.

10.7 The Customer must not install, modify, use, resell, cut, paint, treat, alter or incorporate Goods that the Customer knows or ought reasonably to know are defective, damaged, incorrect or non-conforming. If the Customer does so, the Company is not liable for resulting labour, removal, reinstallation, delay, site, consequential or additional costs, except to the extent liability cannot be excluded by Applicable Law.

10.8 If the Company accepts a valid claim for defective, damaged, incorrect or non-conforming Goods, the Company's obligation is limited, at its choice and subject to Applicable Law, to repair, replacement, exchange, credit or refund of the affected Goods or affected part of the Services.

10.9 The Customer must give the Company a reasonable opportunity to inspect the Goods, investigate the claim and verify any alleged defect, shortage, damage or non-conformity before any remedy is provided.

10.10 If the Customer becomes aware that Goods are unsafe, defective, unlawful, non-compliant or likely to breach any applicable regulation, code, standard or safety requirement, the Customer must immediately notify the Company in writing and cooperate with any investigation, recall, regulatory notice, corrective action or customer communication.

10.11 Goods manufactured, fabricated, cut, ordered or supplied to the Customer's design, measurement, drawing, specification, instruction, colour, finish or special requirement are supplied without warranty except that they comply with that design, measurement, drawing, specification, instruction or special requirement, subject to Applicable Law.

10.12 The Customer must indemnify the Company against claims, costs, expenses, losses and liabilities arising from the Customer's design, drawing, measurement, specification, instruction, approval, intellectual property infringement or onward supply.

11.1 The Company may offer product or service guarantees at its discretion. Any guarantee is subject to the written guarantee terms supplied by the Company for the relevant Goods or Services.

11.2 Unless the Company expressly agrees otherwise in writing, the Company's obligations under any guarantee are limited to repair, replacement, exchange, credit or refund of the defective Goods or defective part of the Services.

11.3 Manufacturer warranties are passed through to the Customer only to the extent made available by the manufacturer and capable of being passed through by the Company. The Customer must comply with all manufacturer warranty conditions.

11.4 The Company does not guarantee work performed by independent contractors unless the Company expressly states in writing that it is responsible for that work.

11.5 Goods are supplied on the basis that they conform to the written description in the Quotation, Order, invoice or confirmation issued by the Company.

11.6 Images, drawings, plans, samples, displays, catalogues, brochures, websites, renders and digital visuals are illustrative only unless the Company expressly states in writing that they form part of the contractual specification.

11.7 Natural materials and finishes may vary in shade, grain, texture, colour, pattern, dimension, tone and finish. Normal variation in natural materials, batches, production runs or display images does not constitute a defect.

11.8 The Customer is responsible for confirming that the Goods are suitable for the Customer's intended purpose, site conditions, installation method, regulatory requirements, onward customer requirements and use.

11.9 The Company does not warrant that Goods are fit for a specific individual purpose unless that purpose has been disclosed by the Customer in writing and expressly accepted by the Company in writing for the relevant Order.

11.10 The Company is not liable for defects, damage or failure caused by:

(a) fair wear and tear;

(b) wilful damage, accident or negligence;

(c) misuse, abuse or abnormal use;

(d) abnormal working, storage, moisture, heat, weather, ventilation or site conditions;

(e) failure to follow Company or manufacturer instructions;

(f) incorrect installation, connection, disconnection, modification, treatment, sealing, priming, painting, cutting or maintenance;

(g) alteration or repair without the Company's written approval;

(h) inaccurate measurements, drawings, designs, specifications, approvals or instructions supplied or approved by the Customer;

(i) failure to store, protect, prime, seal, treat, maintain or use the Goods properly;

(j) use for an unsuitable or undisclosed purpose;

(k) failure by a third-party installer, contractor, carrier or end customer; or

(l) defects in structures, utilities, appliances, systems, surfaces or other goods not supplied by the Company.

11.11 Where Goods include timber, wood, metal, stone, untreated materials, treated natural materials or moisture-sensitive materials, the Customer must promptly apply any required primer, knotting solution, sealant, treatment, paint, protective coating or corrosion protection and must treat any cut or exposed surfaces before installation where required.

11.12 The Company is not liable for swelling, warping, deterioration, corrosion, staining, mould, movement, cracking or damage caused by excessive moisture, poor storage, poor ventilation, poor installation, unsuitable site conditions or failure to follow instructions.

12.1 The Company may use independent contractors, suppliers, fabricators, delivery providers, installers, designers, surveyors or other third parties to provide or support Goods or Services. The Company shall notify the Customer where an independent contractor is engaged for Services, except where the contractor is used only for delivery, logistics, transport or warehousing.

12.2 Unless the Company expressly agrees in writing that it is acting as principal for installation or regulated works, any installer or contractor engaged by the Customer is the Customer's responsibility, even if introduced, suggested or coordinated by the Company.

12.3 Where Goods or Services may affect electrical, gas, plumbing, structural, fire-safety, ventilation, drainage or other regulated systems, the Customer is responsible for engaging qualified, licensed and insured professionals to inspect, certify, disconnect, reconnect, install, test or approve those systems.

12.4 The Company is not liable for acts, omissions, delays, negligence, default, workmanship or advice of independent contractors except to the extent required by Applicable Law or expressly accepted by the Company in writing.

13.1 Goods may be returned or exchanged only with the Company's prior written approval and subject to inspection, proof of purchase, condition, availability, manufacturer terms and Applicable Law.

13.2 Standard stock Goods accepted for return must be unused, uninstalled, unmodified, complete, clean, undamaged, in original packaging and in resaleable condition. The Company may charge restocking, handling, collection, transport, administration and supplier charges.

13.3 Special-order, imported, custom, fabricated, cut-to-size, made-to-measure, bespoke, assembled, modified, clearance, discounted or non-standard Goods may not be cancelled, returned or exchanged unless defective or unless the Company expressly agrees in writing.

13.4 The Company may refuse any return where Goods have been installed, used, modified, damaged, stored incorrectly, marked, painted, treated, cut, exposed to moisture or weather, mixed with other goods, or are incomplete or not in resaleable condition.

13.5 Any approved refund or credit will be processed only after the Company has inspected the Goods and confirmed acceptance of the return. The Company may deduct amounts owed by the Customer, including storage, redelivery, restocking, handling, bank and administrative charges.

13.6 Cancellation by the Customer is subject to clauses 4.13 and 4.14. Cancellation does not release the Customer from liability for amounts already due or costs incurred by the Company.

14.1 Nothing in these Terms excludes or limits liability for fraud, wilful misconduct, gross negligence, death or personal injury caused by negligence, mandatory product liability, mandatory consumer rights, or any liability that cannot be excluded or limited by Applicable Law.

14.2 Subject to clause 14.1, the Company is not liable for:

(a) loss of profit;

(b) loss of revenue;

(c) loss of contract;

(d) loss of business opportunity;

(e) loss of goodwill or reputation;

(f) loss of anticipated savings;

(g) loss arising from delay to a project or site;

(h) installation, removal, reinstallation, labour or contractor costs not expressly accepted by the Company in writing;

(i) indirect loss;

(j) consequential loss; or

(k) special damages.

14.3 Subject to clause 14.1, the Company's total liability for loss or damage arising out of or in connection with Goods or Services is limited to the price paid or payable for the specific Goods or Services giving rise to the claim.

14.4 Subject to clause 14.1, the Company's liability for direct physical damage to tangible property caused by the Company's proven negligence is limited to the lower of the amount actually recoverable under the Company's insurance for that damage and the price paid or payable for the relevant Order.

14.5 The Customer must indemnify the Company against claims, losses, damages, fines, penalties, costs and expenses arising from the Customer's breach of these Terms, inaccurate information, unsafe site, unlawful instructions, defective Customer design, unauthorised use of Company materials, failure to comply with instructions, installation works, resale, onward supply, misuse of Goods or breach of Applicable Law.

14.6 The limitations and exclusions in these Terms apply to contract, tort, delict, negligence, breach of statutory duty, restitution, indemnity and any other legal basis, to the extent permitted by Applicable Law.

15.1 The Company may suspend supply, suspend Services, cancel outstanding Orders, close or suspend a Trade Account, refuse delivery or collection, or terminate trading with the Customer immediately if:

(a) the Customer fails to pay any amount when due under the Payment Schedule;

(b) the Customer breaches these Terms;

(c) the Customer exceeds any account limit or order limit set by the Company;

(d) the Customer becomes insolvent, bankrupt, subject to restructuring, receivership, liquidation, winding up, creditor arrangement, cessation of payments or similar process;

(e) the Customer ceases or threatens to cease trading;

(f) the Company reasonably doubts the Customer's solvency or ability to pay;

(g) the Customer provides false, misleading or incomplete account, payment, site or order information;

(h) the Customer misuses a Trade Account or authorisation process;

(i) performance would breach Applicable Law or expose the Company to legal, safety, sanctions, corruption, fraud, customs, tax or regulatory risk; or

(j) a force majeure event prevents or materially delays performance.

15.2 If Goods have been ordered, reserved, imported, fabricated, supplied, released, collected or delivered but not fully paid for, all outstanding amounts become immediately due and payable on suspension, cancellation or termination.

15.3 Suspension, cancellation or termination does not affect rights, remedies, obligations and liabilities that accrued before suspension, cancellation or termination, including payment obligations, retention of title, confidentiality, limitation of liability, indemnities and governing law.

16.1 Each party must comply with applicable data protection and privacy laws when processing personal data in connection with trading, account administration, quotations, payments, delivery, marketing, customer service, dispute management or legal compliance.

16.2 The Customer agrees to receive notices and communications from the Company relating to products, offers, accounts, payment requests, payment reminders, Orders, delivery, collection, aftersales matters, safety notices, legal notices and Trade Account administration.

16.3 Communications may be sent by post, courier, email, telephone, text message, messaging application, online account portal, invoice platform or any other contact method supplied or used by the Customer, subject to Applicable Law.

16.4 The Customer must keep confidential the Company's pricing, discounts, promotional offers, account terms, Payment Schedule, commercial arrangements, trade policies, plans, drawings, designs, specifications, technical information and other confidential business information.

16.5 The Customer must not disclose confidential pricing, discounts, promotions, payment terms, plans, drawings, designs, specifications, technical information or trade terms to any third party without the Company's prior written approval, except where disclosure is necessary for the specific Order and authorised by the Company.

16.6 Breach of confidentiality may entitle the Company to damages, repayment of discounts, suspension of trade terms, closure of the Trade Account, injunctive relief and any other remedy available under Applicable Law.

17.1 The Customer must comply with Applicable Law in connection with each Order, including laws on taxation, invoicing, customs, imports, exports, product safety, consumer protection, data protection, anti-bribery, anti-corruption, anti-money-laundering, sanctions and unfair competition.

17.2 The Customer must not offer, request, promise, authorise, give or receive any bribe, secret commission, unlawful payment, unlawful gift or improper advantage in connection with any Order or Trade Account.

17.3 The Customer is responsible for taxes, duties, customs charges, import charges and regulatory charges payable by the Customer or arising from Customer instructions, unless the Company expressly agrees otherwise in writing.

17.4 The Customer must cooperate with the Company on product safety notices, recalls, corrective actions, regulatory requests, traceability, customer communications and investigations.

18.1 The Company is not liable for failure or delay in performing any obligation, other than obligations relating to payments already received or refunds lawfully due, caused by events beyond the Company's reasonable control, including supplier failure, manufacturer delay, transport delay, customs or port delay, import restriction, export restriction, shortage of materials, epidemic, pandemic, strike, labour dispute, fire, flood, storm, accident, theft, civil unrest, war, terrorism, cyber incident, power failure, telecommunications failure, government action, change in law, currency restriction, banking interruption or other event beyond reasonable control.

18.2 The Company may extend time for performance, suspend performance, source alternative Goods, adjust prices in accordance with these Terms, or cancel the affected Order if a force majeure event materially affects supply.

18.3 A force majeure event does not excuse the Customer from making any payment due under the Payment Schedule for Goods or Services already ordered, reserved, procured, imported, fabricated, supplied, released, delivered or collected.

19.1 Notices to the Customer may be sent to the postal address, email address, telephone number, messaging account, online account or other contact details supplied by the Customer or used by the Customer in dealing with the Company.

19.2 Notices to the Company must be sent to the Company's address, email address or other contact details notified by the Company for account or order communications.

19.3 A notice is deemed received:

(a) if delivered by hand or courier, when delivered;

(b) if sent by post within Togo, three Working Days after posting;

(c) if sent by email, text message, messaging application or online account message, when sent, unless the sender receives an automated failure notice; and

(d) if sent by telephone call, when the call is completed, but legal notices requiring evidence should also be confirmed in writing.

19.4 The Customer should keep evidence of any notice, change request, cancellation request, claim or other communication sent to the Company.

20.1 These Terms, each Order and all contractual and non-contractual disputes arising out of or in connection with them are governed by the laws of the Republic of Togo, including the OHADA Uniform Acts that are directly applicable in Togo.

20.2 The parties shall first attempt in good faith to resolve any dispute by written negotiation for 15 calendar days after one party notifies the other of the dispute. This does not prevent either party from seeking urgent, conservatory, injunctive, debt-recovery or protective measures at any time.

20.3 Subject to mandatory rules of Applicable Law, disputes arising out of or in connection with these Terms, any Order, Goods or Services are submitted to the competent courts of Togo. Where the dispute falls within the legal jurisdiction of the commercial courts, the competent commercial court in Lomé, Togo shall have jurisdiction.

20.4 If the Customer is a consumer or non-professional customer and mandatory law grants the Customer a different jurisdiction or remedy, that mandatory law prevails only to the extent required.

20.5 These Terms are drafted in French for operational and contractual use in Togo. This English version is provided for convenience only. In the event of any discrepancy between the French and English versions, the French version shall prevail, unless the Company expressly agrees in writing that the English version prevails for a specific Order, to the extent permitted by Applicable Law.

21.1 The Customer may not assign, transfer, subcontract or otherwise deal with any rights or obligations under these Terms or any Order without the Company's prior written consent. The Company may assign, transfer or subcontract its rights or obligations to an affiliate, successor, supplier, contractor, insurer, debt collector or financing provider where this does not materially reduce the Customer's mandatory rights.

21.2 If any clause or part of a clause is invalid, unlawful or unenforceable, it shall be limited, modified or severed to the minimum extent necessary, and the remaining clauses continue in force.

21.3 Failure or delay by the Company to enforce any right or remedy is not a waiver of that right or remedy. A waiver is effective only if made in writing and only for the specific circumstances stated.

21.4 Rights and remedies under these Terms are cumulative and do not exclude rights or remedies available under Applicable Law.

21.5 No person other than the Company and the Customer has any right to enforce these Terms unless Applicable Law requires otherwise or the Company expressly agrees in writing.

21.6 Electronic signatures, scanned signatures, online acceptances, email confirmations, payment of a stage payment, use of a Trade Account, collection of Goods, acceptance of delivery or other conduct clearly indicating acceptance may evidence acceptance of these Terms and the relevant Order, to the extent permitted by Applicable Law.

21.7 Clauses intended by their nature to survive completion, cancellation, suspension or termination survive, including clauses on payment, title, recovery of Goods, confidentiality, data protection, liability, indemnities, notices, governing law and jurisdiction.