General Terms and Conditions of Sales
These General Terms and Conditions (“Terms”) shall govern all transactions between PRICH INTERIORS LIMITED (RC 1324937), hereinafter referred to as “PRICH”, and any Client engaging PRICH for the supply of products and/or services.
1. DEFINITIONS
In these Terms, unless the context otherwise requires:
“PRICH” means PRICH INTERIORS LIMITED, its successors-in-title and permitted assigns.
“Client” means the person, firm, company, or other legal entity named in the Quotation who places an order for the Products and/or Services with PRICH.
“Agreement” means collectively, the Quotation, these Terms and Condition, and any written specifications or variations agreed upon by the Parties.
“Products” means the furniture, fittings, materials, or any part thereof described in the Quotation.
“Services” means installation of the products and/or any ancillary services specified in the Quotation and agreed by both parties in writing under the Agreement.
“Quotation” means the written offer issued by PRICH detailing the scope of Products and/or Services and the corresponding price.
“Parties” means PRICH and the Client collectively, and “Party” shall be construed accordingly.
“Terms of Sale” means these General Terms and Conditions of Sale.
2. APPLICATION AND GOVERNING TERMS
2.1 These Terms shall exclusively govern the Agreement between the Parties and shall prevail over any other terms proposed by the Client, unless expressly agreed in writing and executed by both Parties.
2.2 No variation, amendment, or modification of these Terms shall be valid unless reduced into writing and signed by duly authorised representatives of both Parties.
2.3 Payment of any deposit, advance, or contract sum into PRICH’s designated account shall constitute unequivocal acceptance of these Terms.
3. OFFER AND ACCEPTANCE
3.1 Any Quotation issued by PRICH shall remain open for acceptance for the period expressly specified therein or, where no such period is stated, for a period of seven (7) days from the date of issuance, after which it shall lapse automatically without further notice.
3.2 PRICH reserves the right, at its sole discretion, to withdraw, revoke, vary, or amend any Quotation at any time prior to receipt of the Client’s acceptance, and such withdrawal or amendment shall not give rise to any liability whatsoever on the part of PRICH.
3.3 A legally binding and enforceable Agreement shall come into existence upon the occurrence of either of the following events:
a. Receipt by PRICH of the Client’s written and unconditional acceptance of the Quotation; or
b. Receipt by PRICH of the required advance deposit from the Client,
whereupon the Client shall be deemed to have accepted these Terms and Conditions in their entirety.
4. PAYMENT TERMS
4.1 The Client shall make payment strictly in accordance with the payment schedule and milestones set out in the Quotation, and time for payment shall be of the essence of this Agreement.
4.2 Subject to full compliance with Clause 4.1, production shall commence approximately one (1) to two (2) weeks following the satisfaction of all the following conditions precedent:
a. Confirmation by PRICH of receipt of payment of agreed sum;
b. The Client’s final written approval of all technical drawings, specifications, measurements, and design details; and
c. Written confirmation that the project site is fully prepared and fit for measurement, delivery, and installation, including the completion of all requisite civil, structural, plumbing, electrical, and ancillary works.
4.3 Upon completion of the works and delivery of the project to the Client, any outstanding balance of the contract sum shall become immediately due, payable and shall be settled within seven (7) days of such handover.
4.4 Any amount remaining unpaid after the due date shall attract a late payment charge at the rate of five percent (5%) of the outstanding balance for everyday the amount remains unpaid.
5. DECISION MAKING
5.1 To ensure project momentum and clarity, the Clients are expected to designate a representative as the Primary Point of Contact and Authorized Decision Maker. While the Designer welcomes input from all parties, the Designer will rely on the instructions, approvals, and signatures provided by the Primary Point of Contact as final. In the event of conflicting instructions between parties, the Designer will pause all work until a single, unified direction is provided in writing.
5.2 Any delays resulting from internal Client disagreements may impact the project timeline and result in some cases additional fees.
6 CANCELLATION AND REFUND
6.1 Upon confirmation of an order, whether by written acceptance or payment of the required deposit, such order shall be deemed firm and binding and shall not be subject to cancellation by the Client except with the prior written consent of PRICH.
6.2 In the event that PRICH, at its sole discretion, permits cancellation after confirmation, the Client shall remain liable to:
a. pay the full cost of all Products manufactured, fabricated, procured, or otherwise committed to prior to receipt of the notice of cancellation; and
b. pay a cancellation charge equivalent to fifteen percent (15%) of the total contract sum as liquidated damages, representing an estimate of administrative, operational, and opportunity costs incurred by PRICH.
6.3 Without prejudice to the foregoing, all custom-made, specially ordered, or made-to-measure Products shall be strictly non-cancellable and shall not be eligible for return, exchange, or refund once production, fabrication, or procurement has commenced.
6.4 All design, consultancy, planning, and professional fees, where applicable, are earned upon engagement and shall be strictly non-refundable under any circumstances.
7 DELIVERY AND INSTALLATION
7.1 Any delivery dates, timelines, or schedules communicated by PRICH, whether orally or in writing, are estimates only and shall not constitute a condition, warranty, or fundamental term of the Agreement. Time for delivery shall not be of the essence unless expressly agreed in writing.
7.2 PRICH shall use commercially reasonable endeavours to meet the anticipated delivery and installation timelines; however, PRICH shall not be liable for any delay in performance which does not amount to a fundamental breach, nor shall such delay entitle the Client to terminate, repudiate, or claim damages, provided that PRICH continues to exercise reasonable diligence.
7.3 PRICH reserves the right to effect delivery of the Products and performance of the Services in instalments. Each instalment shall constitute a separate obligation. Any delay in, or failure of, delivery of one instalment shall not entitle the Client to reject the remaining instalments or to treat the Agreement as repudiated in whole or in part.
7.4 The Client shall, at its sole cost and responsibility, ensure uninterrupted access to the project site and shall provide:
a. Continuous and adequate electricity and water supply suitable for installation purposes. Should the Client fail to provide these utilities, and should such failure threaten the project timeline or artisan productivity, PRICH may, at its discretion, provide temporary power (generator and fuel) or source water tankers. Such services will be billed as a Reimbursable Project Expense with an additional 10-15% Administrative Surcharge for the logistics and management of these utilities.
b. Secure, weather-protected, and appropriate storage facilities for the Products pending installation; and
c. Separate, lockable, and secure storage facilities for PRICH’s tools, equipment, and materials.
7.5 In the event of installation, PRICH would recommend Client remains off site until the last details are in place. Our goal is to give a wow factor when the project is finally completed.
Failure by the Client to comply with the foregoing obligations shall constitute a delay attributable to the Client and may result in additional costs, revised timelines, or suspension of performance by PRICH without liability on their part.
8. SITE MANAGEMENT & LIABILITY (THIRD-PARTY CONTRACTORS & DESIGN INTENT)
8.1 While Prich provides on-site supervision to ensure “Design Intent” (visual and aesthetic alignment), we do not provide structural or specialized engineering supervision.
8.2 Direct-Hire Liability: Should the Client choose to hire third-party contractors (e.g., painters, tilers, or electricians) outside of the Prich-vetted artisan network, Prich shall not be held liable for their technical errors, material wastage, or project delays.
8.3 Correction of Work: Any remedial work required due to a third-party contractor’s failure to follow the Technical Drawings will be treated as a new, billable design-supervision service.
9. STORAGE AND RISK
9.1 Where delivery or installation is delayed due to the Client’s actions or omissions, including site unreadiness, failure to provide instructions, or non-payment, PRICH may place the Products in storage at the Client’s risk and expense.
9.2 Storage charges shall accrue at the rate of 0.5% of the total Product price per day and shall be payable in full prior to release or delivery.
9.3 If the Products remain uncollected for more than one hundred and eighty (180) days after notification of availability for delivery, PRICH may, at its discretion, resell the Products and recover from the Client any shortfall between the resale proceeds and the agreed contract price.
10. PUBLICITY RIGHTS
10.1 All concepts, 3D visualizations, and technical drawings remain the exclusive intellectual property of PRICH.
10.2 The Client grants PRICH a perpetual, royalty-free licence to photograph the project at all stages of execution and upon completion.
10.3 Such photographs may be used for marketing, advertising, publication, and promotional purposes, provided that PRICH shall not disclose the Client’s identity or address without prior written consent.
11. FORCE MAJEURE
11.1 Neither Party shall be liable for any delay or failure in performance arising from events beyond its reasonable control, including but not limited to acts of God, war, industrial disputes, governmental action, epidemics, natural disasters, or supply chain disruptions.
12. GOVERNING LAW AND DISPUTE RESOLUTION
12.1 This Agreement shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria.
12.2 Any dispute arising out of or in connection with this Agreement shall be referred to and finally resolved by binding mediation, conciliation, Multi Door Court or arbitration where others fail and the venue shall be in Nigeria in accordance with applicable arbitration laws.
13. MISCELLANEOUS
13.1 These Terms and Conditions, together with the applicable Quotation, constitute the entire terms governing the supply of Products and/or Services by PRICH and supersede all prior discussions, representations, understandings, or communications relating to the subject matter.
13.2 If any provision of these Terms and Conditions is held to be invalid, unlawful, or unenforceable by a court or tribunal of competent jurisdiction, such provision shall be severed and the remaining provisions shall remain valid and enforceable to the fullest extent permitted by law.
13.3 Any failure or delay by PRICH in exercising any right or remedy under these Terms and Conditions shall not operate as a waiver of that right or remedy, nor shall any partial exercise of any right prevent further exercise of that or any other right.
13.4 The Client may not assign or transfer its rights or obligations arising under these Terms and Conditions without the prior written consent of PRICH. PRICH reserves the right to subcontract or assign the performance of its obligations where necessary.
13.5 Any provision of these Terms and Conditions which by its nature is intended to survive completion, delivery, or termination shall continue in effect notwithstanding such completion, delivery, or termination.