Trading terms

Working general terms provided for review. Every transaction remains subject to a signed contract.

1. Identity and scope

HARPER PETROLEUM SARL (“Harper”), a single-member limited liability company under Cameroon law, with share capital of FCFA 100,000,000, registered office in Douala, Cameroon, P.O. Box 4448 [full physical address to confirm], original registration RC/DLN/2022/B/1736, name-change filing RC/DLN/2024/M/287, taxpayer number M092417140874K, represented by its manager KAMDEM Cyrille Martial [reconcile with a current RCCM extract]. These terms apply exclusively to petroleum product sales between merchants acting for business purposes. They apply with Harper as seller and its counterparty as buyer, only where supplied and expressly incorporated into the contract before it is formed. They do not govern consumer sales, public procurement, service-station operation, consignment or international purchases by Harper, except through an express agreement consistent with the modules below.

2. Formation and precedence

A website enquiry, automated acknowledgment, discussion or product sheet is not an accepted order, product allocation or guarantee of price or availability. A contract is formed through specific terms accepted by both parties' authorised representatives, on paper or through an electronic process establishing identity, consent and document integrity. Changes require the same process. Unless stated otherwise, a quotation is valid for two business days in Douala and remains subject to the seller's written confirmation. In a conflict, priority is: mandatory law; signed amendments; signed specific terms; expressly identified technical schedules; these terms; the incorporated Incoterm within its subject matter. A counterparty's standard terms apply only if expressly accepted. A later website version does not amend an existing contract.

3. Conditions precedent and regulatory compliance

Before performance, each party supplies information reasonably required for identity, representative authority, beneficial ownership, product traceability and banking or regulatory checks. Each maintains the permits, insurance and capacity required for its own activities. Delivery is conditional upon the authorisations applicable to the product, shipment, import, facility and transport mode. A Cameroon authorisation is not a general licence to operate in another CEMAC state. Distribution approval does not automatically authorise marine or aviation bunkering. An administrative refusal must be documented; it does not erase an earlier breach or a repayment obligation.

4. Product, quality and use

Specific terms identify the commercial designation, specification and edition, agreed limits, test method, declared origin, required documents and intended use communicated to the seller. At delivery the product must meet mandatory market requirements and contractual specifications. Substitution, grade changes, dilution or additional tolerance require written agreement. An analysis certificate does not replace conformity obligations. The seller supplies the applicable safety data sheet and handling instructions. The buyer ensures its facilities and use are suitable; this does not relieve the seller of its own conformity and information obligations.

5. Quantity, measurement and inspection

Specific terms state quantity, billing unit, temperature or mass basis, any tolerance and the measurement point. A nominal quantity does not permit an unagreed tolerance. Volume corrected to 15°C is used only where expressly selected and compatible with applicable requirements. Instruments must meet relevant metrology requirements. Joint readings should be recorded where practicable; signing a delivery note records receipt and stated reservations without waiving latent defects. For marine cargoes, the parties appoint an independent inspector and agree its scope, inspection location, methods, cost allocation and sample retention. Findings are evidence, subject to fraud, manifest error, defective methodology or contrary evidence; irreversible finality is not presumed.

6. Price, taxes and regulatory change

Domestic sales are quoted in FCFA (XAF), unless another lawful arrangement is agreed. Specific terms distinguish base price, taxes, duties, levies, transport, storage and other charges. Mandatory regulated prices and price-structure or ceiling rules prevail. An indexed formula must specify the index, reference publication, quotation period, premium or discount, conversion and an objective fallback. No unagreed commission or surcharge may be added. Tax or regulatory-charge changes after formation adjust the price only as legally required or expressly agreed and against evidence. Any other adjustment requires written agreement; otherwise the parties retain their legal remedies.

7. Payment and financing

For a domestic sale without expressly approved credit, full payment by bank transfer in cleared funds is due before collection or dispatch. Credit, deposits, documentary credits or guarantees exist only under specific terms stating maturity and documents. Bank details are exchanged through an agreed contractual channel; changes require independent verification with an established contact. A third-party payment does not discharge the debt without prior agreement and confirmation of legality. Mandatory tax deductions must be supported by official evidence. Undisputed sums remain payable; no cross-border set-off may breach exchange controls. Late payment attracts legally permissible interest and recovery costs; no contractual interest rate is accepted merely by using the website.

8. Foreign exchange and international payments

External payments must use authorised intermediaries and comply with applicable CEMAC/BEAC exchange rules. The parties cooperate on declarations, domiciliation, import evidence, source-of-funds checks and closure of required files. The seller provides timely documents consistent with contract, invoice and transport; the importer performs its own formalities. Agreed maturity is not automatically suspended by unavailable foreign currency, absent financing or an incomplete file. Exceptional regulatory delay requires immediate notice, evidence of diligence and efforts to find a lawful solution; extensions require written agreement. Neither party must circumvent exchange restrictions or require an unlawful payment.

9. Delivery, transport and delays

Specific terms state the exact location, delivery window, nominations, loading and unloading responsibilities and agreed charges. An Incoterm applies only when its rule, precise named place or port and “Incoterms® 2020” are stated. It allocates certain duties, costs and risks; it does not determine title. Without an Incoterm, a domestic collection sale is delivered at the agreed point once loaded into the buyer's vehicle; a delivered sale is completed at the agreed buyer location after unloading into the receiving facility. The confirmation identifies the exact physical point. A seller-appointed carrier does not relieve the seller of its contractual obligations. Demurrage, laytime, waiting or storage charges arise only under expressly agreed rates and conditions, supported by evidence of the event and responsibility.

10. Risk and title

Risk passes at the expressly agreed delivery point or under the incorporated Incoterm. Goods must be identified to the contract. Title passes on delivery unless retention of title is expressly agreed in writing beforehand, consistently with OHADA law and applicable third-party effectiveness formalities. Retention does not permit forcible repossession outside legal procedures, automatically create rights in mixed or resold product, or replace a bank guarantee. Specific terms must address identification, segregation and resale where credit is granted. Passing risk does not release the seller from responsibility for a non-conformity or damage for which it is liable.

11. Claims, evidence and remedies

Quantity, appearance or safety concerns must be reported immediately where practicable, recorded on the delivery note and supported by evidence. Reporting within 48 hours is recommended to preserve evidence; this operational target is not a forfeiture deadline. Apparent defects must be notified within the applicable statutory period, including one month after delivery where AUDCG Article 258 applies. Latent defect, warranty and limitation rights are preserved. Where necessary the buyer stops using the affected batch, safely isolates stock, preserves samples and records, and allows reasonable inspection. A claim cannot be rejected solely because no delivery reservation was made where the defect could not be detected. The parties promptly agree an appropriate remedy—replacement, lawful collection, price reduction or refund—without removing remedies available under applicable law. Hazardous product may not be returned without a safety protocol.

12. Health, safety, environment and insurance

Each party is responsible for activities under its control, personnel competence, suitable equipment and its environmental duties. It follows safety data sheets, site rules, emergency procedures and dangerous-goods requirements. An operation presenting serious danger may be stopped immediately, with notice and corrective action. Incidents, pollution and contamination risks must be reported promptly to operational contacts and authorities where required. Each maintains legally required and agreed insurance, including liability and, according to risk allocation, cargo/transport and pollution cover. Limits and certificates are scheduled; no insurance coverage is presumed merely from the contract.

13. Integrity, sanctions, origin and fraud prevention

Bribery, facilitation payments, money laundering, documentary fraud and diversion are prohibited. Parties document product origin and chain of title and provide reasonable information to verify counterparties, beneficial owners, vessels, banks and intermediaries. They comply with sanctions, trade restrictions and export controls legally applicable to them; otherwise inapplicable foreign rules are not automatically imposed. Additional bank requirements must be identified before commitment. Substantiated concerns permit proportionate suspension during verification, with sufficient explanation within legal limits. A legal prohibition, material misrepresentation or established corruption permits available legal remedies, including appropriate termination. No disclosure prohibited by anti-money-laundering rules is required.

14. Force majeure and economic hardship

A party claiming an event beyond its control must establish the applicable legal conditions for relief, promptly give reasonable notice of its nature, effect and likely duration, mitigate consequences and provide updates. Price increases, reduced margins, insolvency or a supplier's or carrier's default do not alone constitute force majeure. Relief extends only to the obligation and period actually affected. Payment for completed deliveries remains due. If an impediment lasts 30 consecutive days, the parties consult; after 60 days either may seek termination of the unperformed part under applicable procedures. Advances for volumes definitively not delivered must be returned without unlawful set-off and subject only to sums lawfully due. Serious economic hardship triggers good-faith discussion without automatic unilateral repricing.

15. Liability

Each party is liable for proven loss caused by its breach and recoverable under applicable law; the injured party must reasonably mitigate loss. Subject to the following carve-outs and express acceptance, the proposed aggregate cap is 100% of the net price of the batch affected by the breach. Indirect loss is excluded only to the extent legally permitted; a category is not excluded merely because it is lost profit where its recovery is mandatory. The cap and exclusions do not apply to wilful misconduct, fraud or gross negligence; death or personal injury; bribery; counterfeit goods or lack of title; payment or repayment obligations; environmental damage and remediation duties whose limitation is prohibited; or any other liability that cannot lawfully be limited. This clause must be specifically brought to the parties' attention and accepted. It does not limit third-party or regulatory rights.

16. Suspension, termination and consequences

For material breach, the injured party gives a notice describing it and, where curable, allows ten business days to cure, subject to any longer statutory or reasonable period. Proportionate immediate suspension is available for serious safety risk, legal prohibition or non-payment jeopardising performance. Termination must respect materiality, required notice, applicable procedures and any judicial review; opening insolvency proceedings does not alone automatically justify termination. Accrued rights, sums due, repayments, confidentiality and dispute provisions survive. Parties arrange safe product handling and documented reconciliation of outstanding transactions.

17. Confidentiality and personal data

Negotiated prices, banking documents, counterparty data and information identified as confidential may be used only for the transaction, compliance and related remedies. Disclosure is limited to persons with a need to know under confidentiality duties and to authorities or advisers where necessary. Public, lawfully held or independently developed information is excluded. Commercial confidentiality lasts three years after the last transaction; trade secrets remain protected as provided by law. Personal data is handled under Cameroon Law No. 2024/017 and other applicable rules. A separate notice explains purposes, recipients, retention, transfers and rights. Sensitive data and identity documents must not be sent through the public form; a secure channel is agreed where needed. A party cannot give blanket consent for third parties' data on their behalf.

18. Notices, governing law and disputes

Contractual notices use contacts designated in the specific terms, by delivery against receipt, tracked post or an agreed electronic channel evidencing receipt. The public form is not a channel for urgent legal notice. Cameroon law governs, including applicable OHADA Uniform Acts and directly applicable CEMAC rules. Parties seek amicable resolution for 30 days after a reasoned notice. This does not prevent urgent or protective measures or proceedings needed to preserve a deadline. For domestic sales, the competent courts of Douala are proposed to the extent a forum agreement is lawful. International arbitration applies only under a separately signed clause. Mandatory jurisdiction rules remain unaffected.

19. Languages and final provisions

French and English versions are supplied together. Specific terms select the controlling version; otherwise French is the proposed reference version to the extent legally permitted. This does not alter the constitutional status of official languages or procedural rules. An invalid provision is disapplied only as necessary; parties seek a lawful provision reflecting its purpose. Delay in exercising a right is not a waiver. Assignment requires the other party's written consent unless mandatory law provides otherwise. A contract alone creates no agency, exclusivity or corporate partnership.