FOLM Manufacturing Terms of Sale
Effective Date: 19 March 2025
Applicability of the Terms and Conditions of Sale
These Terms and Conditions of Sale ("Terms") apply to all offers, proposals, sales, and contracts entered into by FOLM with any customer ("Customer"). Any deviation from these Terms requires express written consent from both parties. The Customer’s own terms and conditions shall not be binding on FOLM unless explicitly accepted by FOLM in writing.
Orders and Consultations
Orders are placed either in writing or via FOLM digital channels. No liability is created for any order made by a customer if such order is not honoured or confirmed by FOLM. FOLM’s quotation or advertisements are an invitation to treat and is not an offer of contract, rather, orders made by the Customer are deemed to be an offer and is subject to acceptance by FOLM.
Any order placed with FOLM is non-binding until FOLM accepts and confirms the order in writing. Order confirmation/acceptance may take up to five (5) business days or another period specified by FOLM.
Oral commitments made by FOLM representatives are not binding unless confirmed in writing by FOLM.
For consultations, a consultation fee shall be charged by FOLM. The consultation fee covers one meeting and is non-refundable. FOLM reserves the right to reschedule consultation appointments provide such rescheduling is not more than three (3) times.
Customer’s Obligation Upon Delivery
The Customer must remove all protective covering upon delivery and inspect the goods immediately upon delivery. FOLM is not liable for defects in goods shipped in good condition. The Customer must take delivery or arrange for pick-up of the goods promptly upon delivery or when the goods are made available by FOLM.
FOLM is not liable for any damage caused by the Customer’s delay in taking possession of the goods. FOLM is also not liable to the customer if the customer fails or delay to remove protective covering and inspect upon delivery.
Dissolution and Suspension
FOLM may suspend or terminate the delivery of the product if:
An attachment is levied on the Customer’s property or the Customer is declared bankrupt and such Customer is yet to make full payment for the goods;
The Customer fails to fulfill payment obligations to FOLM;
FOLM reasonably believes the Customer will not fulfill its obligations;
The Customer fails to provide adequate security for his/her/its payment obligations.
If any of the above events occur, all amounts owed by the Customer to FOLM become immediately due and payable.
FOLM may dissolve an agreement to supply goods if unforeseen circumstances make performance impossible or excessively costly. No liability shall arise to FOLM upon disclosure in writing of such unforeseen circumstances and refund of any payment advanced by the Customer.
The Customer may not assign his/her/its rights under the agreement to any third party without FOLM’s prior written consent.
Samples, Models, and Examples
Any model, sample, drawing, or example provided by FOLM is for illustrative purposes only. The goods delivered may differ slightly from the sample, model, drawing or example, unless FOLM has explicitly agreed that the goods will conform to them.
For Customers taking delivery directly from FOLM, such Customers have the obligation to test and ensure that supplied goods are in desired condition. FOLM shall not be obligated to entertain any complaint from any Customer who satisfactorily test good and confirm that such good is in good condition before taking delivery of such good.
All descriptions and illustrations contained in any price lists, advertisements and similar literature of FOLM are intended merely to present a general idea of the products described therein and none of these descriptions and illustrations shall form part of the contract.
FOLM may alter the construction/fixing of a product from that shown in any drawing/working drawing if the Company feels it necessary to do so and without affecting the overall appearance of the product without further notice to the Customer
Defects and Filing of Complaints
The Customer must inspect the goods immediately upon delivery or collection. The Customer is obligated to verify that the goods conform to the agreement, including:
Correct quantity and type of goods;
Meeting agreed quality standards or,
if none are specified, being fit for normal use.
All complaints must be lodged via folmholdings@gmail.com or direct Instagram message to @folmofficial.
Goods delivered to the customer or his/her/their representative cannot be return if such return is not made within five (5) days after delivery. After five (5) days of failure to return, all claim whatsoever relating to the goods are deemed abandoned and settled in law.
By accepting delivery of goods and not lodging any formal complaints or returning the goods within five (5) days of receipt, the customer admits that the correct quantity and type is delivered, the delivered goods meet quality standard and is fit for use.
The Customer agrees with FOLM that in respect of the supply of the subject goods and the entire relationship, there is no intention by FOLM or any of its employees to commit any crime and any dispute emanating therefrom are strictly civil and shall be treated and interpreted as such.
Limitation of Liability
To the maximum extent permitted by applicable law, FOLM’s total liability under any circumstances, whether in contract, tort (including negligence), or otherwise, is limited to the amount paid by the Customer for the specific goods or services that gave rise to the claim. FOLM is not liable for any loss of profit, revenue, data, or other indirect, special, or consequential damages, even if FOLM has been advised of the possibility of such damages.
Dispute Resolution
Any dispute or claim arising out of or relating to this agreement shall first be referred to mediation by the Lagos Multi-Door Courthouse (LMDC), Nigeria, before either party initiates any legal action. Both parties agree to make reasonable efforts to resolve any dispute amicably through the mediation process. The mediation shall be conducted in accordance with the Arbitration and Mediation Act 2023 and the extant rules and procedures of the LMDC.
Governing Law
This agreement shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria.
Severability
If any provision of this agreement is found to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect. The invalid or unenforceable provision shall be replaced by a valid provision that closely reflects the intent of the original provision.
FOLM's Right to Recall Products
FOLM reserves the right to recall any product due to safety concerns, defects identified through testing, or if FOLM determines that a product does not meet applicable safety standards. If such a recall is necessary, FOLM will notify the Customer and provide instructions for the return or replacement of the affected product. The Customer agrees to fully cooperate with FOLM in the event of such a recall.
Authority to Publish Feedback
The Customer hereby authorize FOLM to publish and use his/her/their feedback in promoting FOLM products and services. To this end, FOLM is authorized to use the Customer’s feedback on the product for marketing purposes. The Customer hereby consent to the processing of his/her data for marketing purposes.
Force Majeure
Any order received and/or paid for is subject to force majeure events such as war, civil unrest, natural disasters, flood, strikes and lock-outs, failure to supply raw materials, fire, damage to FOLM production facilities or warehouses, traffic jam or any other event that prevents or limits FOLM or its suppliers’ ability to deliver. In case of force majeure, FOLM has the choice of canceling the order or delivering the agreed item as soon as the barrier to normal delivery has expired. In case of force majeure, FOLM is not liable for any loss that the buyer may suffer as a result of non-delivery, except for refund of advanced payment (where applicable).
Repairs and Modifications Without FOLM's Consent
FOLM will not accept any goods for return, repair, or refund if the Customer has carried out any repair, modification, or technical work on the product without FOLM’s prior written consent. Any such unauthorized actions will void the warranty and any further liability of FOLM.
Delivery
Delivery of goods is subject to FOLM’s confirmation of payment in its designated accounts. Customers shall endeavors to treat all unconfirmed payments with their respective banks.
Delivery of products shall be made through FOLM’s designated courier service unless otherwise agreed with the Customer. FOLM is not liable for any actions or omissions of the courier. Except where FOLM states otherwise, the Customer is responsible for delivery costs, taxes, and insurance associated with delivery.
FOLM is not liable for delivery delays as delivery timelines are only confirmable by courier service companies. The estimated delivery time is indicative and subject to change due to unforeseen circumstances.
Handling (carrying your item to your designated spot) is not part of shipping. Customer should make arrangement for handling and are responsible for any development arising therefrom. Cost of damage incurred from improper handling of goods by the Customer or his/her/their representative during and after delivery shall be bore by the Customer.
Packaging
FOLM deliver products in standard packaging form. The Customer is responsible for safe disposal of the packaging to prevent a breach of the extant environmental regulations.
Customers shall be responsible for any damages caused to the product as a result of inappropriate removal of packaging materials leading to the damage of the goods
Pricing
Prices are as quoted by FOLM. Prices quoted by FOLM exclude Value Added Tax and other applicable taxes. FOLM reserves the right to communicate any additional taxes to the Customer before payment.
FOLM may increase prices if required due to changes in law, increased costs, or fluctuations in exchange rates after the order confirmation. Any price increase will be communicated to the Customer before payment.
FOLM reserves the right to charge all applicable taxes and levy as may apply to the products from time to time, whether or not such price is quoted (provided such tax or levy is disclosed to the Customer before payment).
Prices quoted include standard packaging unless otherwise specified. The price does not include deposits for returnable packaging (where applicable). Returnable packaging will only be taken back if FOLM is statutorily required to do so. In such instance, returnable packaging must be returned in good condition, as per FOLM's instructions, and within the stated time frame. If not returned on time, or in poor condition, the Customer will be invoiced for the cost of repair, replacement, or cleaning.
Special packaging requested by the Customer will incur additional charges.
Retention of Title
FOLM retains ownership of all goods delivered until the full purchase price is paid. This retention of title applies to any work made by FOLM for the Customer wherein full payment has not been made.
The Customer shall not pledge or transfer goods subject to FOLM’s retention of title to a third party, except in the ordinary course of business. If the goods are sold on credit or part-paid, the Customer must acknowledge the interest of FOLM and impose a similar retention of title clause on its customers.
Intellectual and Industrial Property Rights
The Customer has no rights to the intellectual or industrial property of the products manufactured by FOLM. FOLM retains ownership of all intellectual property rights related to its products.
The Customer agrees not to infringe on any intellectual property rights (e.g., copyrights, trademarks, patents) associated with the goods. Any infringement will result in the Customer being liable for a penalty per violation, in addition to FOLM’s right to claim damages for any losses suffered.
Claim Procedure (for Defective Goods or Other Acceptable Reasons)
To make a claim, the Customer must:
Provide the original invoice/receipt;
Endorse the receipt with a summary of the defect and how it was discovered;
Indicate whether the Customer seeks a repair, replacement or refund.
Refunds are only permitted if the goods are ordered for without inspection and the received goods does not match the customer’s order. In all other cases of defects, repair or replacement will be offered. Refunds are not made on goods that are pre-inspected by the Customer.
Repairs and replacements will be made available within fourteen (14) working days, or within a timeline communicated by FOLM.
Refunds will be processed within fourteen (14) working days from the date FOLM receives and validate the complaint. However, for non-generic goods i.e. goods specifically made for the Customer, no refund will be made until the good(s) is/are sold.
FOLM reserves the right to determine whether a good should be repaired or replaced for the Customer. Notwithstanding the above, Folm is not liable for any interest or monetary penalties arising from delays in providing a replacement, repair or refund.
Amendments
FOLM reserves the right to amend these Terms at any time. Any amendments will be communicated to the Customer, and the Customer will be bound by the updated Terms once they have been notified.
Agreement to Be Bound
Irrespective of whether the Customer signs these terms, the Customer by making payment to FOLM for any goods or services agrees to be bound by these Terms and Conditions of Sale and such other amendment as may be published by FOLM (on the product or its digital channels).
As-Is Basis
The Customer acknowledges that it purchases the goods from FOLM on an "as-is" basis. FOLM makes no representation or warranty regarding the suitability of the goods for any particular purpose. The Customer assumes all responsibility for determining the suitability of the goods for their intended use.
Quality Assurance
FOLM shall ensure that the goods delivered meet the agreed specifications and quality standards as specified in the order. FOLM shall not be liable for any failure of the Customer to follow the provided user manual or FOLM’s instructions regarding the installation, maintenance, or use of the goods. The Customer is solely responsible for any issues or damages that result from non-compliance with the instructions or manual provided by FOLM.
The Customer herein agrees to be bound by the terms contained herein and consent to the applicability of the terms by effecting payment for the goods.