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Terms & Conditions of Product Lease Programme
July 2024

TERMS AND CONDITIONS OF PRODUCT LEASE PROGRAMME

A. Conditions Precedent to Drawdown

  • Unconditional acceptance of Terms and Conditions.
  • Receipt of duly executed letter of acceptance of loan.
  • Satisfactory verification of the Applicant Company’s ('You') documents and information.
  • Transaction and payment must be carried out via the Wallet on the TradeGrid App or Your designated bank account domiciled with the Finance Partner.

B. General Terms and Conditions

1. Product Amount and Interest Charges
  1. TradeGrid, through financial loan providers ('Finance Partner'), agrees to advance the Product Amount via the TradeGrid application and You agree to take the Product subject to the terms and conditions set out herein.
  2. You agree to repay the Product Amount not later than 5 days after Product is supplied to Your station.
  3. You agree to repay the 3% Interest charges on the Product Amount not later than 30 days after Your designated bank account is funded.
  4. TradeGrid and Finance Partner, at their discretion, may deploy an agent to be present at the filling station once You are supplied the Product until Your repayment is complete.
  5. You irrevocably agree to allow agents and representatives of TradeGrid and Finance Partner:
    1. the right of entry and exit from Your retail station or premises.
    2. the right to inspect Your books upon demand.
    3. such other rights necessary to monitor and ensure compliance with these Terms and Conditions.
2. Obligation to Finance Partners
  1. You and Your company agree that this is a loan that shall be funded by the Finance Partners.
  2. You and Your company shall submit a letter of acceptance indicating unconditional acceptance of the loan offer.
  3. You and Your company approve the sharing of your personal data, personal and corporate documents with the Finance Partners and TradeGrid covenants that it will be used in line with data protection laws and Central Bank guidelines.
3. Cycle Start Date
  1. Pick-up option: Where You choose the pick-up option, the pick-up process is concluded on the day the Depot releases Product and Your truck loads the product. The repayment commences the next calendar day after the pick-up.
  2. Delivery option: Where You choose the delivery option, the delivery process is concluded on the day the product is discharged at Your filling station/premises. The repayment commences the next calendar day after the product is discharged.
4. Product Inspection; Risks & Liabilities

Upon delivery of Product to You, the Transporter shall present:

  1. Valid calibration certificate for the tank and You are solely responsible for inspecting the product before discharge.
  2. Customer should confirm the quality of the product is of acceptable standard before the truck leaves the depot. TradeGrid will make its best effort to share the Certificate of Quality from the seller.
  3. Once the truck leaves the depot, any risk of loss or loss of quality to the product passes to You. TradeGrid shall not be responsible for any liability incurred as a result of the presence of emulsion particles, decrease in Specific gravity/density or such other liabilities.
5. Automated Fuel Management
  1. TradeGrid shall install an automated fuel management connection to the company’s pump.
  2. TradeGrid shall reserve the right to, via the automated fuel management connection, turn off the pump after 24 hours of payment default.
6. Branding
  1. TradeGrid shall provide a custom banner to You with Your designated bank account domiciled with the Finance Partner.
  2. You agree to display the banner with the designated account number in a conspicuous manner at Your retail station to allow customers unfettered access to it.
  3. You undertake that, upon the disbursement of the Product Amount to You by Finance Partner, all daily sales and income at Your Filling Station shall be paid directly into the designated bank account by You and Your customers at the filling station, until the Product Amount and Interest is fully settled.
  4. Other forms of acceptable payment shall include cash, POS deployed by our Finance Partners and/or electronic pump payment deployed by our technical partners.
7. Events of Default

The occurrence of any of the following events shall cause all outstanding amounts under this offer to become immediately due and payable:

  1. Daily Remittance: You fail to make any remittance from daily sales within 24 hours and such default is not remedied within 24 hours after TradeGrid sends you notification of default.
  2. Full Remittance: You fail to complete full remittance of Product Amount and other pre-disclosed charges in respect of the Product Lease Programme within 3 days and such default is not remedied within 48 hours after TradeGrid sends you notification.
  3. Interest Payment: You fail to make full remittance of interest accrued on Product Amount 30 days after Your funding.
  4. You breached any of the terms and conditions of the Product Lease Programme including any representation or confirmation given by You.
  5. Where Your company is unable to pay any other party within the meaning of Section 1 of the Bankruptcy Act (Cap30) Laws of the Federation of Nigeria or a bankruptcy petition is filed against Your company.
  6. Where Your company defaults in the performance or observance of any other term, condition, or covenant herein and such breach or default continues un-remedied after two (2) days’ notice by TradeGrid.
  7. Where a situation arises which, in the opinion of TradeGrid, makes it inappropriate to continue to extend the Product Lease to You or Your company.
8. Disclosure of Information Upon Default
  1. You and Your company understand and agree that the Finance Partner has the right to report to Central Bank of Nigeria, through the Credit Risk Management System (CRMS) or by any other means, to exercise its regulatory power to direct all banks and financial institutions under its regulatory purview to set-off You and Your company’s indebtedness from any money standing to Your and Your company’s credit in any bank account and from any other financial assets You and Your company may hold for their benefit.
  2. You and Your company authorize TradeGrid and the Finance Partner to disclose any information or documentation relating to the Product Lease Programme to third parties including enforcement agencies, credit reference agencies, collection agencies, as well as Your employers (if in salaried employment) in the event that You and Your company are unable to meet its obligations.
9. Additional Costs and Expenses

In the Event of Default, You and Your company further agree to pay an additional 1% monthly as administrative charges for late payment and all legal fees reasonably incurred by TradeGrid and the Finance Partner in connection with the recovery of the Product Amount, Interest and any other pre-disclosed charges for any proceedings instituted by or against the Company as a consequence of entering into this agreement.

10. Failure of Company to Pay Amounts Owed; Receivership & Other Legal Proceedings
  1. Upon an Event of Default and without further recourse to You and Your company, TradeGrid shall be entitled to apply for a Court Order to enter upon, take possession of and manage Your Retail Station or Premises and to collect all monies and income from the Retail Station.
  2. All monies collected by the Receiver shall be applied to settle any outstanding sums owed to TradeGrid and the Finance Partner, costs of managing the Retail Station, including but not limited to the Receiver's fees and reasonable attorneys' fees.
  3. The appointment or leave of Court to appoint a Receiver shall be without notice and without regard to the solvency of Your company or the adequacy of any security given by Your company.
  4. TradeGrid may institute other recovery actions, including but not limited to an action for summary judgment or insolvency proceedings, as applicable, against You and Your company.
11. Representations and Warranties

You represent and warrant that:

  1. You have the right to accept this product lease and have taken all necessary actions to authorize same upon the terms and conditions herein.
  2. The entry into and performance of its obligations contemplated by these Terms & Conditions do not and will not conflict with:
    1. any law or regulation applicable to it;
    2. its constitutional or incorporation documents; or
    3. any agreement or instrument binding upon it.
  3. The information given to TradeGrid and Finance Partner is true and accurate.
  4. You and Your company will use the Product Amount strictly to purchase the product approved by TradeGrid UNLESS otherwise approved by TradeGrid in writing.
12. Indemnity
  1. You and Your company shall, at all times, indemnify and reimburse TradeGrid, its officers, employees or agents and keep TradeGrid, its officers, employees or agents well and fully indemnified from and against all actions, suits, proceedings, liabilities, claims, losses, costs, damages, demands and expenses of whatsoever nature which TradeGrid may suffer or incur in connection with or arising out of:
    1. You and Your company’s failure to procure, maintain and keep certain records or licenses (or renew licenses) as directed by the Department of Petroleum Resources or other applicable regulatory body.
    2. the discharge or diversion of supplied product either partially or wholly to any other place apart from the retail station specified in this agreement.
    3. You and Your company’s breach of any applicable laws or guidelines issued by the Department of Petroleum Resources or other applicable regulatory body.
  2. You and Your company hereby agree to indemnify TradeGrid against any loss that might be incurred by us as a result of any irregularity or incompleteness in the information contained in any document(s) submitted to us.
  3. You and Your company also undertake to pay TradeGrid and/or any third party on demand without cavil or argument all losses and expenses (including legal fees) suffered or incurred by us in consequence of any fraud by You and Your company, agents or employees. The undertaking hereunder shall extend to and include, without limitation, any liabilities suffered by the Finance Partner whether or not arising out of or in any way connected with any regulatory sanctions or the execution of any judgments or garnishees against any accounts maintained by You and Your company.
  4. Where You select the delivery options, You and Your company shall indemnify TradeGrid and the logistics provider against liability or damage occasioned by any threatened or actual threat to the safety and security of the truck and driver at the Offloading Points.
13. Amendments to Terms and Conditions
  1. TradeGrid reserves the right, at all times, to vary the terms and conditions.
  2. Any such variation will become effective upon notice to You and Your company by any means TradeGrid considers reasonable in the circumstances.
14. Set-Off
  1. TradeGrid may at any time, with or without notice, combine or consolidate some or all of Your wallets with TradeGrid without liability to us.
  2. Set off and transfer any sum standing to the credit of any such account in full or partial payment of any amount You and Your company owe to the Finance Partner.
15. Governing Law
  1. The Terms and Conditions of the Product Lease Programme shall be governed by and construed in all respects in accordance with the Laws of the Federal Republic of Nigeria.
  2. Any controversy, difference, interpretation, or claim (“Dispute”) between You and Your company and TradeGrid, including, but not limited to, those arising out of or relating to this Agreement shall be settled amicably by the Parties within 5 (five) days.
  3. Where Parties are unable to settle the dispute through amicable resolution, Parties may refer the Dispute to a court of competent jurisdiction in Nigeria.