Vendor & Merchant Terms

These Vendor and Merchant Terms ("Terms") govern the relationship between Nova Axis Limited (RC: 8283980) ("Nova Axis," "we," "our," or "us") and any vendor, supplier, contractor, sub-contractor, agent, or merchant ("Vendor," "you," or "your") engaged to supply goods, materials, equipment, services, or works in connection with Nova Axis's operations, projects, or programmes.

These Terms apply to all Vendors regardless of the nature of the engagement, including supply of solar panels, inverters, batteries, EV components, electrical equipment, construction materials, engineering services, professional services, logistics, and all other goods and services procured by Nova Axis.

By submitting a quotation, accepting a purchase order, executing a vendor agreement, or providing goods or services to Nova Axis, you confirm that you have read, understood, and agree to be bound by these Terms. These Terms form part of the contractual framework governing your engagement and shall be read alongside any specific purchase order, service agreement, or project contract issued by Nova Axis.

All Vendors must complete Nova Axis's vendor registration and prequalification process prior to being engaged. Registration requires submission of:

• Valid business registration documents proof of technical capability, professional certifications, and relevant experience
• Audited financial statements or management accounts for the preceding two (2) years
• Evidence of applicable insurance coverages
• References from prior clients or engagements
• Any sector-specific licences or regulatory approvals required for the goods or services being supplied

Nova Axis reserves the right to conduct background checks, reference verifications, site visits, and enhanced due diligence as part of the vendor qualification process. Registration does not guarantee engagement or award of any contract.

Vendors must promptly notify Nova Axis of any material changes to their registration information, ownership structure, financial position, regulatory status, or any circumstance that may affect their ability to perform obligations under these Terms.

Procurement by Nova Axis is conducted exclusively through issued Purchase Orders (POs) or formal written contracts signed by an authorised representative of Nova Axis. Verbal commitments, email confirmations from unauthorised personnel, or informal instructions do not constitute binding procurement commitments by Nova Axis.

Nova Axis reserves the right to cancel, modify, or suspend a PO prior to delivery subject to reasonable notice and, where applicable, reimbursement of reasonable costs actually incurred by the Vendor prior to cancellation.

All goods, equipment, and materials supplied to Nova Axis must:

• Conform to the specifications, drawings, and technical requirements set out in the PO or contract
• Be new, of merchantable quality, fit for purpose, and free from defects in design, material, and workmanship
• Comply with applicable Nigerian Standards Organisation (SON) standards, NAFDAC requirements (where applicable), international technical standards (IEC, ISO, IEEE), and all relevant energy sector regulations
• Be properly packaged, labelled, and transported to avoid damage, deterioration, or contamination
• Be accompanied by all required documentation including certificates of conformity, test reports, warranties, and manuals

For solar panels, inverters, battery systems, EV components, and other energy equipment, Vendors must provide evidence of compliance with applicable International Electrotechnical Commission (IEC) standards, SON certification where required, and any certifications specified in the PO.

Nova Axis reserves the right to inspect, test, and audit goods and services at any stage of production, delivery, or installation. Inspection does not relieve the Vendor of responsibility for quality and conformance.

Delivery timelines are of the essence. Vendors must deliver goods and complete services within the timeframes specified in the PO or contract. Where delays are anticipated, the Vendor must provide written notice to Nova Axis as early as practicable, including reasons for the delay and a revised delivery schedule.

Risk in goods passes to Nova Axis upon physical delivery and written acceptance at the agreed delivery point. Title passes to Nova Axis upon full payment of the agreed price. Delivery must be accompanied by accurate delivery notes, packing lists, and all required documentation.

Where Vendors are responsible for installation, commissioning, or on-site services, works must be carried out by qualified personnel in accordance with the specifications, applicable safety regulations, and all relevant Nigerian occupational health and safety standards.

Prices agreed in the PO or contract are fixed and binding for the duration of the engagement unless varied by written agreement signed by both parties. Prices are inclusive of all applicable taxes except VAT, which shall be shown separately on all invoices in compliance with the Value Added Tax Act (as amended).

Invoices must be submitted in the format specified by Nova Axis and include: Nova Axis PO number; itemised description of goods or services supplied; quantity, unit price, and total amount; Vendor's TIN and bank account details; and all applicable tax information. Invoices submitted without required information may be returned for correction and the payment timeline shall recommence upon receipt of a corrected invoice.

Standard payment terms are net thirty (30) days from receipt of a valid, undisputed invoice and satisfactory delivery or completion. Nova Axis reserves the right to withhold or set off payment against amounts owed by the Vendor or where goods or services do not conform to the agreed standards.

Vendors warrant that all goods and services supplied are free from defects, conform to all agreed specifications, and are fit for the intended purpose. Unless otherwise specified, a minimum warranty period of twelve (12) months from delivery, installation, or commissioning (whichever is latest) applies to all goods and services supplied.

For solar panels, battery systems, and major energy equipment, manufacturer's warranties of not less than twenty-five (25) years for modules and ten (10) years for inverters and batteries (or as specified in the PO) must be passed through to Nova Axis and, where applicable, to the end client.

During the warranty period, the Vendor must promptly remedy any defect, failure, or non-conformance at no additional cost to Nova Axis. Where the Vendor fails to remedy within a reasonable timeframe, Nova Axis may arrange remediation at the Vendor's cost.

Vendors engaged in on-site activities must comply with all applicable Nigerian health, safety, and environmental laws — including the Factories Act, the Environmental Impact Assessment Act, relevant NERC and NESREA regulations, and Nova Axis's own Health, Safety and Environment (HSE) Policy.

Vendors must ensure that all personnel engaged in on-site activities: hold relevant qualifications and certifications; have received appropriate safety induction and training; wear required personal protective equipment (PPE); comply with all site rules and procedures communicated by Nova Axis; and report all incidents, near-misses, and hazards promptly.

Nova Axis reserves the right to remove from site any Vendor personnel who breach safety requirements or whose conduct poses a risk to health or safety.

Nova Axis has a zero tolerance policy on bribery, corruption, and unethical business conduct. All Vendors must comply with: Nigeria's Corrupt Practices and Other Related Offences Act; the Money Laundering (Prevention and Prohibition) Act 2022; the UK Bribery Act 2010 (where applicable); the US Foreign Corrupt Practices Act (where applicable); and all other applicable anti-corruption laws.

Vendors must not offer, pay, solicit, or accept any bribe, kickback, facilitation payment, or improper inducement in connection with their engagement with Nova Axis. Vendors must maintain accurate and complete financial records and implement appropriate internal controls to prevent corruption.

Nova Axis reserves the right to immediately terminate any engagement where a Vendor is found to have violated anti-bribery or anti-corruption obligations and to report such conduct to the relevant Nigerian authorities including the EFCC and ICPC.

Vendors must treat all information received from Nova Axis — including technical specifications, project details, client information, pricing, strategies, and business plans — as strictly confidential and must not disclose such information to third parties without prior written consent from Nova Axis.

Confidentiality obligations continue for a period of three (3) years following termination of the engagement, except where the information enters the public domain through no fault of the Vendor.

Any intellectual property developed, created, or delivered by the Vendor specifically for Nova Axis in connection with an engagement vests in Nova Axis upon payment in full, unless otherwise agreed in writing. Vendors retain ownership of pre-existing intellectual property and grant Nova Axis a perpetual, royalty-free licence to use such intellectual property incorporated into deliverables.

Where Vendors process personal data on behalf of Nova Axis, they act as data processors under the NDPA 2023 and, where applicable, the GDPR. Vendors must:

• Process personal data only on documented instructions from Nova Axis
• Implement appropriate technical and organisational measures to protect personal data
• Not engage sub-processors without prior written authorisation
• Assist Nova Axis in meeting data subject rights obligations
• Promptly report personal data breaches
• Delete or return personal data upon termination of the engagement

Vendors who process personal data on behalf of Nova Axis must enter into a Data Processing Agreement (DPA) as required by the NDPA and GDPR prior to commencing any data processing activities.

Nova Axis may terminate a vendor engagement immediately upon written notice in the event of: material breach of these Terms or any specific contract; insolvency, liquidation, or appointment of a receiver or administrator; conviction of the Vendor or its principals for a criminal offence; or any act or omission that brings Nova Axis's reputation into disrepute.

On termination, the Vendor must cease all activities under the engagement, return all Nova Axis property and confidential information, and deliver all works and deliverables completed to the date of termination. Nova Axis shall pay for conforming goods and services delivered up to the termination date.

These Terms are governed by the laws of the Federal Republic of Nigeria. Any disputes arising out of or in connection with these Terms shall Where ADR is not achieved, disputes shall be resolved by arbitration under the Arbitration and Mediation Act (as amended), with the seat of arbitration in Nigeria.