1. Company Identity and Jurisdiction
AAI Grain Food and Supplies Limited (hereinafter 'AAI', 'the Company', 'we', or 'us') is a limited liability company duly incorporated under the Companies and Allied Matters Act (CAMA) of the Federal Republic of Nigeria, with Corporate Affairs Commission (CAC) Registration Number RC: 7416621. The Company has been engaged in agribusiness wholesale supply and international commodity export since its establishment in 2020. These Terms of Trade are governed by and construed in accordance with the laws of the Federal Republic of Nigeria. Any disputes arising from transactions governed by these terms shall be subject to the exclusive jurisdiction of the competent courts of Nigeria, unless otherwise agreed in writing.
2. Scope of Application
These Terms of Trade apply to all: (a) domestic wholesale bulk orders placed through our website or directly with our trade desk; (b) international export orders for agricultural commodities including but not limited to sesame seeds, raw dried split ginger, cocoa beans, cashew nuts (RCN), soybeans, white and yellow maize, sorghum, millet, gum arabic, dried hibiscus (zobo), and tiger nuts; (c) all Proforma Invoices, Sales Contracts, and Letters of Credit issued by AAI; (d) all logistics, freight forwarding, and cargo loading arrangements coordinated by AAI. These terms supersede any prior oral or written representations and form the entire agreement between the parties unless a separate written Sales Contract has been executed and signed by both parties.
3. Order Placement and Confirmation
3.1 All orders must be submitted through our official website order forms or confirmed in writing via email to [email protected]. Verbal orders are not binding. 3.2 Upon receipt of a complete order submission, AAI will issue a unique Serial Reference Number (format: AAI-YYYY-NNNN) as acknowledgement. This reference number does not constitute acceptance of the order. 3.3 An order is formally accepted only upon issuance of a signed Proforma Invoice by AAI. AAI reserves the right to decline any order at its sole discretion without liability. 3.4 The buyer is responsible for ensuring that all order specifications — including commodity grade, moisture content, purity levels, packaging requirements, and destination port — are accurately stated at the time of submission. AAI shall not be liable for errors arising from inaccurate buyer specifications.
4. Pricing and Proforma Invoice
4.1 All prices quoted by AAI are in United States Dollars (USD) unless otherwise agreed in writing. Prices are valid for the period stated on the Proforma Invoice, typically 7 to 14 days from the date of issue, subject to commodity market fluctuations. 4.2 Prices are quoted on the basis of the agreed Incoterm (FOB Lagos, CIF, CFR, EXW, or DAP) as specified in the Proforma Invoice. 4.3 AAI reserves the right to revise prices in the event of significant changes in commodity market prices, freight rates, port handling charges, or government-imposed levies between the date of quotation and the date of shipment. The buyer will be notified of any such revision before shipment proceeds. 4.4 All applicable Nigerian export duties, NAFDAC inspection fees, phytosanitary certification costs, and NEPC export documentation fees are included in the quoted price unless explicitly stated otherwise.
5. Payment Terms
5.1 Standard payment terms are as follows: (a) Letter of Credit (LC at Sight) — an irrevocable, confirmed LC issued by a reputable international bank in favour of AAI Grain Food and Supplies Limited; (b) Telegraphic Transfer (TT) — 30% or 50% advance payment upon acceptance of the Proforma Invoice, with the balance payable against presentation of shipping documents; (c) Direct Local Bank Transfer — available for buyers in the United States (USD ACH/Wire), United Kingdom (GBP Faster Payments), Eurozone (SEPA), and Nigeria (Naira). Local bank details will be provided upon order approval. 5.2 Payment must be received and confirmed in full (or advance portion confirmed) before cargo loading commences. AAI shall not be obligated to commence loading, processing, or shipping until payment is confirmed. 5.3 All bank charges, wire transfer fees, and LC issuance costs are the sole responsibility of the buyer. AAI must receive the full invoiced amount net of all charges. 5.4 In the event of payment default, AAI reserves the right to cancel the order, forfeit any advance payment received as liquidated damages, and pursue recovery of any outstanding balance through legal means.
6. Cargo Loading and Shipment Terms
6.1 All export shipments originate from Nigerian ports, primarily Apapa Port (Lagos) and Tin Can Island Port, unless otherwise agreed. 6.2 Loading is conducted in accordance with the agreed Incoterm. Under FOB terms, risk transfers to the buyer once the cargo is loaded on board the nominated vessel at the port of loading. Under CIF/CFR terms, AAI arranges freight and insurance to the named port of destination. 6.3 AAI will provide the buyer with a pre-shipment inspection report, phytosanitary certificate, certificate of origin, and weight/quality certificate issued by a recognised inspection agency (SGS, Bureau Veritas, or equivalent) prior to or at the time of shipment. 6.4 Loading quantities are subject to a tolerance of plus or minus 5% of the contracted volume, in accordance with standard international commodity trade practice. The final invoice will reflect the actual shipped quantity. 6.5 AAI shall not be liable for delays in shipment caused by port congestion, vessel unavailability, force majeure events, or actions of Nigerian regulatory authorities.
7. Quality, Grade, and Specifications
7.1 All commodities supplied by AAI conform to the specifications stated in the Proforma Invoice and Sales Contract, including moisture content, purity levels, foreign matter tolerance, and aflatoxin limits as applicable. 7.2 AAI sources commodities from verified Nigerian farming communities and licensed aggregators. All export commodities are subject to NAFDAC quality inspection and comply with the Federal Ministry of Agriculture and Food Security standards. 7.3 In the event of a quality dispute, the buyer must notify AAI in writing within 14 days of arrival of the cargo at the destination port, supported by an independent inspection report from a mutually agreed inspection agency. Claims submitted after this period will not be entertained. 7.4 AAI's liability for quality claims is limited to the replacement of the non-conforming portion of the cargo or a proportionate price reduction, at AAI's sole discretion.
8. Regulatory Compliance and Export Documentation
8.1 AAI operates in full compliance with Nigerian export regulations administered by the Nigerian Export Promotion Council (NEPC), the Nigeria Customs Service (NCS), and the National Agency for Food and Drug Administration and Control (NAFDAC). 8.2 AAI will provide all standard export documentation including: Commercial Invoice, Packing List, Bill of Lading or Airway Bill, Certificate of Origin (Form A or CO), Phytosanitary Certificate, NAFDAC Certificate (where applicable), Weight and Quality Certificate, and any buyer-requested certification (USDA Organic, EU Organic, Halal, Non-GMO, ISO 22000, HACCP). 8.3 The buyer is solely responsible for complying with all import regulations, customs requirements, and food safety standards applicable in the destination country. AAI shall not be liable for any import rejection, customs delay, or regulatory penalty arising from the buyer's failure to comply with destination country requirements.
9. Force Majeure
Neither party shall be liable for any failure or delay in performance of its obligations under these Terms of Trade where such failure or delay is caused by circumstances beyond its reasonable control, including but not limited to: acts of God, natural disasters, floods, drought, fire, war, civil unrest, government actions, port closures, strikes, pandemics, or disruptions to international shipping routes. The affected party must notify the other party in writing within 7 days of the occurrence of the force majeure event. If the force majeure event continues for more than 60 days, either party may terminate the affected order by written notice without liability, subject to the return of any advance payment less reasonable costs incurred.
10. Limitation of Liability
10.1 AAI's total liability to the buyer under any order shall not exceed the total value of that specific order as stated in the Proforma Invoice. 10.2 AAI shall not be liable for any indirect, consequential, special, or punitive damages, including loss of profit, loss of business opportunity, or reputational damage, arising from any transaction governed by these Terms of Trade. 10.3 Nothing in these Terms of Trade limits or excludes liability for fraud, wilful misconduct, or death or personal injury caused by negligence.
11. Intellectual Property
All content on the AAI website, including text, images, logos, product descriptions, and trade documentation templates, is the intellectual property of AAI Grain Food and Supplies Limited and is protected under Nigerian and international copyright law. No content may be reproduced, distributed, or used for commercial purposes without the prior written consent of AAI.
12. Amendments
AAI reserves the right to amend these Terms of Trade at any time. The current version will always be published on our website with the date of last revision. Amendments do not affect orders already confirmed by a signed Proforma Invoice prior to the amendment date. Continued use of our website or submission of new orders after an amendment constitutes acceptance of the revised terms.
13. Contact for Trade Enquiries
For all trade enquiries, order disputes, or legal correspondence, please contact: AAI Grain Food and Supplies Limited | No. 40 Sharada Phase 3, Kwanar Ganduje, Kano State, Nigeria | Email: [email protected] | Telephone: +234 701 694 6701 | WhatsApp: +234 701 694 6701