Terms of Service

1. Who We Are & How to Contact Us

These Terms of Service ("Terms") govern access to and use of the AfriQex B2B trading platform operated by Afriqex Ltd ("AfriQex", "we", "us", or "our").

AfriQex sources products from approved suppliers in Kenya and other African markets and offers those products for resale to UK business buyers through the AfriQex platform.

For customer orders made under these Terms, AfriQex operates as the principal, contracting seller and merchant of record, as described in Section 4.

Our registered address is 195-197, Suite Ra01 Wood Street London E17 3NU United Kingdom.

You can contact us at info@afriqex.com.

2. Acceptance of These Terms

By creating an account, accessing the website, browsing products, placing an order, supplying products to AfriQex or otherwise using our platform and related services (together, the "Services"), you agree to these Terms and applicable policies referenced in them.

Suppliers are additionally subject to the Supplier Agreement.

Where we make a material change affecting Supplier purchasing, customer sales, payments, Supplier payment, pricing or another material contractual matter, we may require affected users to accept updated terms before continuing the relevant activity.

3. Business-Only Sourcing platform

AfriQex is intended for business users.

Buyers must purchase for business, trade, professional, manufacturing, wholesale, resale or other commercial purposes.

Buyers may include:

• companies;
• partnerships;
• sole traders;
• public-sector organisations;
• charities; and
• other organisations purchasing for business purposes.

Suppliers must be businesses or business operators lawfully able to supply products to AfriQex.

You must be at least 18 years old and authorised to act on behalf of the business you represent.

Nothing in these Terms excludes rights that cannot lawfully be excluded. If an individual is legally treated as a consumer notwithstanding AfriQex’s business-only controls, applicable mandatory consumer protections will continue to apply.

4. AfriQex’s Role as Principal, Contracting Seller and Merchant of Record

4.1 The Buyer contracts with AfriQex

For orders placed under these Terms, the Buyer’s contract for the purchase of goods is with Afriqex Ltd.

AfriQex sells the goods to the Buyer in its own name and acts as principal in that transaction.

The Buyer does not purchase the goods from the upstream Supplier.

There is no contract of sale between the Buyer and the Supplier merely because the Supplier manufactured, produced, sourced, packaged or physically dispatched the goods.

4.2 AfriQex sources goods from Suppliers

AfriQex separately contracts with approved Suppliers to purchase the goods required to fulfil customer orders.

The contractual chain is therefore Supplier to AfriQex, and separately AfriQex to Buyer.

AfriQex may purchase a product from its Supplier only after a Buyer has placed an order with AfriQex. AfriQex is not required to hold inventory before accepting every customer order.

The fact that AfriQex may operate on a back-to-back or direct-fulfilment basis does not itself make the Supplier the contracting seller to the Buyer.

4.3 Direct shipment does not change the contracting seller

A Supplier may be instructed to hand products directly to Aramex or another logistics provider for delivery to the Buyer.

That arrangement is a fulfilment method.

It does not transfer the AfriQex customer contract to the Supplier.

4.4 Supplier identity and provenance

Listings, labels, packaging or documents may identify the relevant producer, manufacturer, distiller, Supplier, exporter, farm, cooperative or country of origin where appropriate.

Displaying that information for transparency, traceability or regulatory purposes does not make that business the Buyer’s contracting seller.

4.5 Customer responsibility

AfriQex is responsible to the Buyer for the performance of the AfriQex sale contract in accordance with these Terms and applicable law.

Where a problem was caused by an upstream Supplier, AfriQex may separately exercise its contractual rights against that Supplier. That separate Supplier relationship does not require the Buyer to pursue the Supplier directly for AfriQex’s contractual obligations.

4.6 Pricing

AfriQex independently determines the Customer Price at which products are offered to Buyers.

A Supplier may provide AfriQex with a wholesale or Supplier Price, but the Supplier does not set the final contract price between AfriQex and the Buyer unless AfriQex chooses to adopt that price.

4.7 No payment collection agency for Suppliers

AfriQex does not receive the Customer Price as collection agent for the Supplier.

Customer payments discharge amounts owed by the Buyer to AfriQex under the AfriQex customer sale.

The Supplier’s right to payment arises separately under its contract with AfriQex.

5. Account Registration and Verification

You must provide true, accurate, complete and current information.

Buyer information may include:

• business name;
• company number;
• VAT number;
• billing address;
• delivery address;
• customs-broker information;
• business activity;
• intended product use; and
• authorised purchaser details.

Supplier information may include:

• business registration details;
• tax information;
• ownership or control information;
• contact information;
• product documentation;
• export documentation;
• compliance information; and
• other due-diligence information.

You are responsible for protecting your account credentials.

We may refuse, restrict, suspend or terminate accounts where information is incomplete, inaccurate, misleading, unverifiable or presents a material legal, safety, fraud, sanctions or commercial risk.

6. Buyer Obligations

Buyers must provide accurate business, billing, delivery, customs and import information.

Buyers are responsible for ensuring that products purchased are suitable for their intended business use, including where they intend to manufacture, formulate, blend, repackage, relabel or resell products.

You must:

• provide correct delivery information;
• provide an appropriate delivery contact;
• pay amounts properly due under your AfriQex order;
• comply with lawful storage, handling and downstream-use obligations;
• inspect delivered goods reasonably promptly; and
• notify AfriQex of problems within the applicable timeframes.

You must not use products for unlawful purposes.

7. Supplier Obligations

Suppliers supply products to AfriQex, rather than selling those products directly to AfriQex Buyers.

Suppliers must ensure that products, product data, supporting documentation, packaging, labelling and export information are accurate, complete and lawful.

Supplier obligations include:

• providing accurate product descriptions;
• providing a proposed Supplier Price;
• maintaining accurate availability and lead-time information;
• providing applicable ingredients or composition information;
• providing botanical information where relevant;
• providing country-of-origin information;
• providing accurate weight and dimensions;
• providing shelf-life and storage information;
• maintaining batch and lot traceability;
• providing Safety Data Sheets where required by AfriQex;
• providing Certificates of Analysis, GC-MS reports or other documentation where required;
• complying with applicable product-safety and chemicals requirements;
• providing accurate customs documentation;
• securely packaging products;
• following AfriQex fulfilment instructions; and
• cooperating with complaints, recalls, customs issues and investigations.

Unless expressly authorised by AfriQex, a Supplier must not:

• invoice the Buyer for the AfriQex sale;
• collect the Customer Price;
• change the Customer Price;
• represent itself as the contracting seller for the AfriQex order; or
• enter into a separate sale contract with the Buyer for the same AfriQex order.

Detailed terms governing the Supplier-to-AfriQex relationship are contained in the Supplier Agreement.

8. Natural Ingredients and Product-Specific Requirements

Natural ingredients, including essential and vegetable oils, butters, waxes, extracts, dried botanicals, powders, nuts, seeds, gums, resins and bee products, can be subject to materially different regulatory requirements depending on the material, its composition, classification, intended use, claims, packaging, destination and how it is placed on the market. Requirements applying to a food ingredient are not the same as those applying to a cosmetic ingredient or a hazardous chemical, and AfriQex may set requirements by category accordingly.

AfriQex may require Suppliers to provide:

• Safety Data Sheets;
• Certificates of Analysis;
• GC-MS reports;
• batch or lot details;
• Certificates of Origin;
• allergen information;
• ingredient or composition information;
• storage instructions;
• classifications;
• labelling information;
• packaging information; and
• other evidence reasonably required for compliance or quality purposes.

As a platform rule, AfriQex may require a Safety Data Sheet for any product submitted to the platform even where an SDS would not independently be required by law in every circumstance, and may require category-specific documentation in addition to or instead of an SDS where that is more appropriate to the material.

Products must not be marketed as medicines, cosmetics, foods, feeds, biocides or other specially regulated products unless AfriQex has approved the relevant category and appropriate compliance requirements have been satisfied.

AfriQex may reject, suspend, quarantine, recall or stop selling products where information or documentation is missing, inaccurate, expired, inconsistent or creates a safety, regulatory, customs or quality concern.

8.1 What AfriQex does not sell

AfriQex supplies ingredients to businesses for further processing, formulation, packing or resale. It does not sell finished consumer products, and it does not sell to consumers (see section 3).

AfriQex does not list, sell or source:

• cannabis, cannabinoids or anything derived from them, including CBD in any form or concentration;
• controlled drugs, or scheduled precursor chemicals;
• medicines, medical devices, or any product presented as treating, preventing, curing or diagnosing a condition;
• food supplements, nutraceuticals, vitamins or any product in a finished dosage form intended for a consumer;
• novel foods within the meaning of assimilated Regulation (EU) 2015/2283 that do not hold the authorisation that regulation requires;
• species listed under CITES, or other wildlife products, without valid permits for every part of the route;
• tobacco, nicotine, alcohol, weapons, or any product requiring a licence AfriQex does not hold;
• counterfeit goods, or goods that infringe another party’s rights.

Where an ingredient is capable of a regulated end use, for example an essential oil that could be formulated into a cosmetic, a food or a medicinal product, AfriQex sells it only as an ingredient for business use. The Buyer is responsible for the compliance, classification, labelling and safety assessment of any finished product it places on the market, and for holding any authorisation that product requires.

9. Orders, Contract Formation, Pricing and Availability

9.1 Listings

A product listing is an invitation for Buyers to submit an order to AfriQex. It is not an offer by a Supplier to contract directly with the Buyer.

9.2 Buyer order

When a Buyer submits an order, the Buyer makes an offer to purchase the relevant goods from AfriQex on these Terms.

Receipt of an automated acknowledgement does not necessarily mean that AfriQex has accepted the order.

9.3 Acceptance

A contract of sale between AfriQex and the Buyer is formed when AfriQex expressly accepts the order through the applicable order-confirmation process.

AfriQex may decline or cancel an order before acceptance where, for example:

• the product is unavailable;
• the price contains an obvious error;
• payment fails;
• fraud is suspected;
• required compliance documents are unavailable;
• fulfilment would breach law;
• customs information is insufficient;
• sanctions concerns arise; or
• the carrier cannot lawfully transport the product.

9.4 Customer Price

AfriQex determines the Customer Price.

The Customer Price may reflect:

• AfriQex’s acquisition cost from its Supplier;
• AfriQex’s commercial margin;
• payment costs;
• logistics costs;
• import-management costs;
• applicable duties or taxes;
• foreign-exchange costs; and
• other costs associated with supplying the order.

The Supplier Price is part of the separate commercial relationship between AfriQex and its Supplier and is not an amount of customer funds held on behalf of that Supplier.

9.5 Availability

Availability and lead times may rely partly on information provided by Suppliers and logistics partners and may change.

10. Buyer Payments and Payment Processing

10.1 Payment to AfriQex

The Buyer pays AfriQex for goods purchased under the AfriQex sale contract.

AfriQex is the merchant and intended recipient of the Customer Price, subject to the processing, settlement, refund and chargeback arrangements applicable to its payment provider.

10.2 Payment processors

AfriQex may use Stripe or another regulated acquiring or payment provider to process Buyer payments.

The payment provider may:

• process card or other payment credentials;
• perform fraud checks;
• apply authentication requirements;
• authorise or decline payments;
• process refunds;
• handle chargebacks; and
• settle merchant proceeds to AfriQex.

Use of a payment provider does not make the upstream Supplier the merchant receiving the Buyer payment.

10.3 Customer invoice

Where an invoice or receipt is issued for an AfriQex customer sale, it will identify Afriqex Ltd as the seller, subject to applicable invoicing requirements.

An upstream Supplier may appear on product or logistics documentation for manufacturer, producer, exporter, traceability or origin purposes without becoming the contracting seller.

10.4 Refunds

Where AfriQex owes a Buyer a refund under the Buyer-AfriQex contract, AfriQex will arrange that refund.

AfriQex may separately seek reimbursement from a Supplier where the circumstances giving rise to the refund resulted from the Supplier’s breach.

11. Supplier Purchasing and Supplier Payments

11.1 Separate Supplier transaction

AfriQex purchases products from Suppliers under the applicable Supplier Agreement and Purchase Order.

The Supplier Price is the amount AfriQex agrees to pay its Supplier for that supply.

11.2 Supplier payment is an AfriQex trade obligation

Amounts payable to Suppliers constitute contractual amounts owed by AfriQex to its Suppliers.

They are not portions of the Customer Price held by AfriQex for onward transmission to the Supplier.

A Supplier has no beneficial or proprietary interest in any particular Buyer payment merely because the relevant customer order relates to goods supplied by that Supplier.

11.3 Supplier payment providers

AfriQex may use banks, payment institutions, foreign-exchange providers or other regulated service providers to discharge Supplier-payment obligations.

Such a provider may transmit an AfriQex payment to a Supplier’s bank account, mobile-money account or other supported destination.

The provider is used to execute AfriQex’s supplier payment. It does not convert the Supplier into the recipient of the original customer payment.

11.4 Scheduled Supplier payments

AfriQex may pay Supplier invoices on scheduled payment runs after applicable delivery, verification and reconciliation periods.

AfriQex may aggregate multiple Supplier invoices into one payment where appropriate.

Any pending or payable amount displayed in a Supplier dashboard is an accounting record of AfriQex’s contractual obligation and does not constitute:

• safeguarded customer money;
• stored value;
• electronic money;
• a Supplier payment account; or
• an on-demand wallet.

11.5 Adjustments

AfriQex may exercise contractual set-off or adjustment rights against Supplier amounts where permitted by the Supplier Agreement, including for:

• defective goods;
• incorrect goods;
• shortages;
• Supplier-caused refunds;
• Supplier-caused chargebacks;
• product recalls;
• missing documentation;
• agreed logistics costs;
• customs costs caused by Supplier errors;
• overpayments; and
• applicable withholding taxes.

AfriQex’s ordinary merchant-acquiring fees and resale margin are not automatically treated as deductions from Supplier-owned customer sale proceeds, because the Customer Price is AfriQex’s sale price rather than the Supplier’s sale proceeds.

12. Shipping, Delivery and Logistics

International logistics from Kenya and other African markets to the United Kingdom may be performed by Aramex or other logistics providers.

A Supplier may package and dispatch goods directly in accordance with AfriQex’s instructions.

The Supplier’s direct involvement in fulfilment does not make the Supplier the contracting seller to the Buyer.

Delivery times are estimates and may be affected by:

• collection;
• export clearance;
• customs;
• inspections;
• missing documentation;
• carrier disruption;
• weather;
• industrial action; and
• other events outside reasonable control.

Buyers and Suppliers must provide information reasonably required for lawful and efficient shipment.

Unless the order confirmation or applicable delivery terms state otherwise, risk in the goods as between AfriQex and the Buyer passes to the Buyer on delivery to the Buyer’s nominated delivery location.

The separate transfer of title and risk between the upstream Supplier and AfriQex is governed by the Supplier Agreement or applicable Purchase Order.

13. Import, Duties and VAT

Products are imported from Kenya or another country into the United Kingdom.

AfriQex is the importer of record for every order. Orders are suppliedDelivered Duty Paid (DDP, Incoterms 2020) to the delivery address on the order.

This means AfriQex arranges import, completes the customs declaration and pays customs duty and import VAT. AfriQex accounts for import VAT under Postponed VAT Accounting.

The Buyer pays the order total shown at checkout and nothing further on delivery. There are no customs charges, clearance fees, brokerage fees or handling charges payable by the Buyer to the carrier or to HMRC for the imported goods.

Delivery is charged to the Buyer and is shown separately on the order and the invoice. UK VAT is charged on the goods and on delivery at the applicable rate, and is shown on the VAT invoice AfriQex issues on dispatch.

Buyers do not act as importer of record and are not required to hold an EORI number. AfriQex does not collect one.

Suppliers must provide AfriQex with accurate and sufficient product, classification, origin, safety and customs information so that AfriQex can meet its obligations as importer. Where additional charges, return, seizure, abandonment or destruction result from inaccurate Supplier product, origin, classification or export information, AfriQex may exercise its rights against the Supplier under the Supplier Agreement.

Where additional charges result from information or omissions attributable to a Buyer, for example an incorrect delivery address, a refused delivery or a restriction on the Buyer’s ability to receive the goods, those costs may be allocated to the Buyer where legally and contractually permitted.

14. Cancellations, Returns and Refunds (B2B)

AfriQex operates a B2B sales model.

Unless expressly stated otherwise, AfriQex does not provide general change-of-mind returns for correctly supplied commercial purchases.

Returns, replacements, credits or refunds may be available where goods are:

• faulty;
• damaged;
• incorrect;
• materially misdescribed;
• materially off-specification;
• unsafe;
• non-compliant; or
• missing documentation that formed part of the agreed specification.

Buyers should inspect goods promptly.

Visible damage, leakage, incorrect items, shortages or delivery problems should normally be reported within 48 hours of delivery.

Quality, specification, contamination, documentation or batch issues should normally be reported within 7 days of delivery, or as soon as reasonably possible where the issue could not reasonably have been identified earlier.

Ingredients should normally remain unopened, unused, sealed, correctly stored and in their original packaging where a return is requested, unless the nature of the alleged defect reasonably required opening or testing.

AfriQex may provide an appropriate remedy including:

• replacement;
• refund;
• partial refund;
• credit note;
• collection;
• inspection; or
• another agreed remedy.

The Buyer’s contractual claim relating to the AfriQex sale is against AfriQex. AfriQex may investigate the issue with its Supplier and pursue a corresponding Supplier remedy separately.

Nothing in these Terms excludes rights or remedies that cannot lawfully be excluded.

15. Product Complaints, Recalls and Safety Issues

Buyers and Suppliers must notify AfriQex promptly of:

• suspected contamination;
• adulteration;
• incorrect labelling;
• defective goods;
• incorrect documentation;
• adverse safety events;
• regulatory concerns;
• recalls;
• customs problems; or
• other material product-safety issues.

AfriQex may:

• stop sales;
• quarantine products;
• request documents;
• investigate;
• contact Suppliers;
• contact logistics providers;
• contact affected Buyers;
• issue refunds or credits;
• arrange recalls;
• notify competent authorities where required; and
• take other reasonably necessary action.

AfriQex’s ability to recover resulting costs from an upstream Supplier is governed separately by the Supplier Agreement and does not remove AfriQex’s contractual responsibilities to its Buyer.

16. Reviews and User Content

Users may submit reviews, messages, product questions, images, documents or other content where the Services permit.

Content must be truthful, lawful and not knowingly misleading, defamatory, infringing, abusive or otherwise unlawful.

You grant AfriQex a worldwide, royalty-free, sublicensable licence to host, reproduce, adapt, display and distribute submitted content as reasonably required to operate, secure, improve and promote the Services.

17. Intellectual Property

The AfriQex platform, brand, software, design, text, graphics, interfaces and other proprietary platform materials are owned by AfriQex or its licensors.

Users may not copy, modify, scrape, reverse engineer or distribute protected elements except as permitted by law or with AfriQex’s permission.

Suppliers warrant that they own or are authorised to use product images, trademarks, documents and other materials they provide to AfriQex.

18. Prohibited Uses and Prohibited Items

Users must not use AfriQex in connection with:

• illegal goods;
• unsafe goods;
• counterfeit or stolen goods;
• recalled goods;
• unlicensed restricted goods;
• false certifications;
• false origin claims;
• customs undervaluation;
• deliberately incorrect HS codes;
• fraud;
• money laundering;
• bribery;
• sanctions evasion;
• tax evasion;
• intellectual-property infringement;
• attempts to manipulate reviews or ratings;
• account misuse; or
• attempts to circumvent contractual AfriQex charges or controls.

19. Privacy, Cookies and Data Protection

AfriQex processes personal data in accordance with applicable data-protection law, including UK GDPR where applicable.

Please read our Privacy Policy and Cookie Policy.

We may process information relating to:

• accounts;
• business identities;
• orders;
• payments;
• Supplier purchasing;
• logistics;
• customs;
• compliance;
• product safety;
• customer support;
• fraud prevention; and
• regulatory obligations.

Relevant information may be shared with payment providers, Supplier-payment providers, logistics companies including Aramex, customs brokers, advisers, fraud-prevention providers, regulators and other service providers where reasonably necessary.

20. Customer Prices, AfriQex Margin, Taxes and Charges

AfriQex determines the Customer Price for products sold to Buyers.

AfriQex may earn a commercial margin equal to the difference between its cost of acquiring and supplying a product and the amount at which it sells that product, subject to applicable taxes and costs.

For example, where AfriQex agrees to acquire a product from a Supplier for £70 and independently sells it to a Buyer for £100, the £70 is the contractual Supplier Price and the £100 is AfriQex’s Customer Price.

This is not treated under these Terms as £100 of Supplier sale proceeds from which AfriQex deducts a £30 commission.

AfriQex may additionally charge separately disclosed amounts for:

• logistics;
• import management;
• customs processing;
• payment-related services;
• foreign exchange;
• handling; or
• other optional or applicable services.

Each party remains responsible for its own tax obligations except where law requires another person to account for, collect or withhold a tax.

21. Service Availability

We aim to provide reliable Services but do not guarantee uninterrupted or error-free availability.

We may restrict or modify the Services for maintenance, security, legal compliance, operational requirements or misuse prevention.

22. Warranties and Disclaimers

Except as expressly stated in these Terms or required by law, platform functionality is provided on an "as is" and "as available" basis.

Nothing in this Section is intended to remove AfriQex’s obligations as contracting seller in relation to goods sold by AfriQex where those obligations cannot lawfully be excluded.

Buyers remain responsible for determining whether goods are suitable for their particular downstream business use, formulation, manufacturing process, labelling, storage, resale market or regulatory purpose where that suitability has not expressly been agreed by AfriQex.

23. Limitation of Liability

Nothing in these Terms limits or excludes liability for:

• death or personal injury caused by negligence;
• fraud or fraudulent misrepresentation;
• liability for title that cannot lawfully be excluded;
• deliberate unlawful conduct; or
• any liability that cannot lawfully be limited or excluded.

Subject to the above and to applicable statutory controls on contractual exclusions and limitations, neither party will be liable to the other for indirect or consequential losses, loss of anticipated profit, loss of goodwill or loss of business opportunity except where expressly agreed otherwise.

For a Buyer’s claim arising directly from a particular AfriQex order, AfriQex’s aggregate contractual liability in relation to that order will, to the extent legally permitted, not exceed the total amount paid to AfriQex for the affected goods and directly associated AfriQex charges under that order.

For claims concerning use of the platform that do not arise from a particular purchase of goods, AfriQex’s aggregate liability in any 12-month period will, to the extent legally permitted, not exceed the greater of (a) £100; or (b) the charges paid directly to AfriQex by the claimant for the affected non-product Services during that period.

Any exclusion or limitation in these Terms applies only to the extent permitted by law.

24. Disputes and Resolution

If a Buyer has an order problem, the Buyer should contact AfriQex, not the upstream Supplier, through the applicable support channel or at info@afriqex.com.

We may request:

• photographs;
• packaging;
• batch information;
• Certificates of Analysis;
• delivery evidence;
• carrier information;
• customs correspondence;
• samples; or
• other evidence.

We may separately obtain information or remedies from the relevant Supplier.

We will aim to resolve disputes commercially and in accordance with these Terms and applicable law.

25. Indemnification

25.1 Supplier indemnity

A Supplier agrees, subject to applicable law and the Supplier Agreement, to indemnify AfriQex against losses, liabilities, claims and reasonable costs arising from:

• defective or unsafe products supplied by that Supplier;
• counterfeit goods;
• inaccurate product information;
• false or misleading documentation;
• infringement of third-party intellectual-property rights by Supplier materials or goods;
• customs problems caused by Supplier inaccuracies;
• Supplier breach of applicable product or export law;
• contamination attributable to the Supplier;
• Supplier fraud; or
• another material breach of the Supplier Agreement.

25.2 Buyer responsibility

A Buyer is responsible for losses reasonably arising from the Buyer’s own:

• fraudulent use of the Services;
• unlawful downstream use of products;
• deliberately inaccurate customs or import information;
• unauthorised account use caused by the Buyer’s deliberate misconduct; or
• other material breach of these Terms.

Nothing in this Section transfers AfriQex’s obligations as the contracting seller to an upstream Supplier as against the Buyer.

26. Compliance Statements

Sanctions and export controls

Users must not use the Services for transactions prohibited by applicable sanctions or export-control laws.

Anti-bribery and corruption

Users must comply with applicable anti-bribery and anti-corruption laws.

AML, fraud and risk checks

AfriQex and its service providers may perform identity, sanctions, fraud or other risk checks and may request supporting information.

Product safety

Suppliers must satisfy applicable product-safety, chemical, labelling, packaging, documentation and traceability obligations applicable to their supply to AfriQex.

Where AfriQex has separate legal obligations as UK seller or importer, AfriQex remains responsible for those obligations as applicable and may require Suppliers to provide the information needed for AfriQex to comply.

Customs compliance

Users must not deliberately:

• undervalue goods;
• misstate origin;
• provide false tariff classifications;
• omit required documents; or
• otherwise provide misleading customs information.

27. Electronic Communications

You consent to receive communications electronically, including:

• account notifications;
• order communications;
• Supplier Purchase Orders;
• policy updates;
• payment notices;
• compliance requests;
• support messages; and
• other operational notices.

Electronic communications may satisfy requirements for communications to be in writing where legally permitted.

28. Suspension and Termination

AfriQex may suspend, restrict or terminate access, remove products, cancel orders or pause activity where we reasonably believe there is:

• a material breach;
• fraud;
• a sanctions concern;
• a safety concern;
• a payment risk;
• a customs risk;
• misuse;
• inaccurate documentation; or
• another material legal or commercial risk.

A Supplier payment that has properly accrued before termination remains subject to the Supplier Agreement, reconciliation and valid set-off rights.

Users may close accounts subject to completion of outstanding orders, payments, refunds, investigations and legal obligations.

29. Governing Law and Jurisdiction

These Terms and any non-contractual obligations arising out of or in connection with them are governed by the laws of England and Wales.

The courts of England and Wales have exclusive jurisdiction except where mandatory law provides otherwise.

30. Miscellaneous

Severability: If a provision is invalid or unenforceable, the remaining provisions continue in force.

No waiver: Failure to enforce a provision does not waive it.

Assignment: AfriQex may assign its rights and obligations where legally permitted. Users may not assign their contractual rights or obligations without our prior written consent.

Force majeure: AfriQex will not be liable for delay or failure caused by events outside its reasonable control to the extent permitted by law, including government action, carrier disruption, strikes, war, civil unrest, cyber incidents, natural disasters, customs disruption and widespread communications outages.

Entire agreement: These Terms, the Supplier Agreement where applicable, and referenced policies constitute the applicable agreement concerning use of the Services.

Language: Where translated versions are made available, the English version controls in the event of inconsistency unless mandatory law provides otherwise.

No Supplier agency: Nothing in these Terms appoints AfriQex as a Supplier’s agent to conclude customer sales or collect the Customer Price on the Supplier’s behalf.

31. Contact

Afriqex Ltd

Email: info@afriqex.com

Registered Address: 195-197, Suite Ra01 Wood Street London E17 3NU United Kingdom

32. Availability of Online Ordering and Payment

32.1 Online checkout and online payment are not yet enabled on the platform. Until AfriQex enables them:

• buyers can browse listings, create an account, save products to a wishlist and request a quotation;
• Suppliers can complete onboarding, accept required documents, and submit products and Supplier Prices to AfriQex;
• AfriQex can approve product information for display;
• online ordering is not available;
• checkout and customer payments are not available;
• AfriQex does not form customer sale contracts through the platform;
• AfriQex does not issue transaction-based Supplier Purchase Orders through the platform;
• Supplier payments are not generated; and
• shipping is not initiated as a result of sourcing platform orders.

32.2 Displayed Customer Prices, Supplier availability and lead times are indicative and may change until confirmed to you.

32.3 A wishlist save or a quotation request is not:

• an order;
• an offer to purchase;
• an acceptance;
• a reservation of stock;
• a contract with AfriQex;
• a contract with a Supplier; or
• a commitment by any party to enter into a future transaction.

32.4 Sections 9 to 14 concerning transactional orders, customer payments, Supplier purchasing, shipping, imports and returns apply to orders placed through online checkout once AfriQex enables it.

32.5 All other applicable provisions apply now, including provisions concerning accounts, product information, compliance, intellectual property, privacy, prohibited uses and suspension.

32.6 Before enabling online checkout, AfriQex may publish or require acceptance of an updated version of these Terms reflecting its final acquiring arrangements, Supplier-payment arrangements, logistics terms, import model and commercial payment cycles.