Additional Conditions to Purchase Order

These Additional Conditions to Purchase Order (the “Conditions”) are made and shall apply to all Purchase Orders (the “PO”) issued by MainOne Cable Company (the “ Company”) to a vendor in furtherance of the provision of goods and/or services (the “Supply”) to the Company in pursuance of the applicable PO duly issued and signed by MainOne. For the purpose of incorporating these Conditions into any specific PO, the Supplier shall be such person named in the PO as the “Supplier” or the “Vendor” and the applicable MainOne entity (MainOne Cable Company Limited, MainOne Cable Company Nigeria, MainOne Cable Company Ghana and MainOne Service Company) shall be known as the “Company” or “MainOne” in this document. In the event of any conflict between the terms of the PO and these Conditions, the terms of the PO’s shall override the terms of these Conditions to the extent of such inconsistencies. These Conditions are hereby automatically incorporated into the PO by reference and shall form, for all intent, part of the PO.

1. PRICES AND PAYMENT: All prices in the PO are on a firm fixed basis and subject to NO VARIATION. MainOne, at its sole discretion, may withhold all or any part of payments due if Supplier breaches any of its obligations there under. Payment will be made in the currency stipulated in the PO and only to the bank account in the name of the Supplier. It is not the policy of MainOne to approve any unsecured advance payments. Payment by MainOne does not imply acceptance of Supply nor of any related work or services under the PO.

2. TAX OBLIGATIONS: Supplier authorizes MainOne to deduct from the Supplier’s invoice any amount representing such statutory taxes or duties as may be required by law or any government policy in place at the time of the Contract/Order or payment thereof of any amount due and remaining outstanding. Payment of such adjusted amount shall constitute full payment by MainOne. Supplier shall provide MainOne with its current and valid Value Added Tax Registration Certificate to qualify for payment of VAT on its invoice. Where the Supplier’s fails to do so, MainOne reserves the right to make payment Net of statutory taxes or duties as may be required by law or any government policy in place at the time of the PO.

3. ADVANCE PAYMENT AND PERFORMANCE GUARANTEE: Where applicable, MainOne shall make any agreed advance payment to Supplier subject to the production of an advance payment guarantee for the value of the advance payment agreed by MainOne, drawn in a form and from a bank acceptable to MainOne. Except as otherwise indicated, the advance payment guarantee shall be valid for no less than one hundred and eighty days (180 days) from the date of payment of the advance payment and shall without prejudice to clauses 8 – 11 and clause 13 below include a performance guarantee clause which shall indemnify MainOne against delivery of defective and faulty Supplies. Where the Supplier does not replace within five (5) days of the fault being reported by MainOne, MainOne shall exercise her rights under this performance clause to claim the full value of any defective or unfit for purpose Supplies from the bank providing the guarantee. The balance shall be paid in accordance with the terms of the PO. The Supplier has the right to impose a one-time penalty of 0.5% in respect of any amount that is not paid within thirty (30) days of the payment due date.

4. DELIVERIES: Except otherwise specified in the PO, all deliveries shall be at the Supplier’s sole risk and expense to the MainOne’s directed location (including off-loading to an area designated by MainOne unless otherwise specified). All deliveries shall be made to the address specified by MainOne between the hours of 8:00 am and 5:00 pm, Monday to Friday; Saturdays, Sundays and holidays are excepted, except otherwise specified by MainOne. No deliveries shall be provisionally accepted by anyone other than authorized receiving personnel of MainOne. The Supplier shall deliver the goods within the time and period agreed with MainOne after the coming into force of the PO. Phased deliveries within this time frame or period are only acceptable where agreed in the delivery schedule between MainOne and the Supplier, but in any case full delivery must occur no later than 7 days after the payment of the advance payment by MainOne, unless otherwise provided in the PO or agreed by MainOne. The Supply shall be delivered in a full and working state.

5. INSPECTION: MainOne reserve the right to subject all Supply to inspection and testing by MainOne or its designated representative, to the extent practicable, at all times and places, including the period of manufacture and, in any event, prior to final acceptance by MainOne. MainOne may notify beforehand the Supplier of its intention to carry out an inspection. The exercise of this right shall in no way prejudice MainOne’s decisions when taking delivery or accepting goods and shall in no circumstances release Vendors from any warranty or other obligation under the PO. Any re-inspection due to Vendor’s default shall be at Vendor’s expense. If any inspection or test is made on the premises of Vendor or its supplier/contractor/vendor, the Supplier, without additional charge, shall provide all reasonable facilities and assistance for the safety and convenience of the inspectors in the performance of their duties. The Vendor shall provide and maintain an inspection, quality control system covering the Supplies that are acceptable to MainOne. Records of all inspection work by Vendor shall be kept complete and made available to MainOne during the performance pursuant to this PO and for twelve (12) months thereafter or for such other period as may be specified in this PO. Copies of all material certifications and test results are to be submitted to MainOne upon request.

6. ACCEPTANCE: Unless otherwise provided in the PO, at its discretion, MainOne may make provisional acceptance of the Supply in accordance with the terms of the PO and in order for the processing of any relevant payment it deems fit to make such acceptance in respect thereof, subject to MainOne’s right to reject non-conforming Supplies delivered by the Vendor whether or not MainOne had the opportunity to physically inspect the applicable Supply. Unless otherwise provided in the PO, acceptance or rejection of the Supply shall be made as soon as practicable after delivery and shall be provided based on systematic inspection and testing of the Supply by MainOne’s representatives and no later than thirty [30] days after delivery, but failure to inspect and accept or reject goods shall neither relieve Vendor from responsibility for non-conforming goods nor impose liabilities on MainOne therefore. Only upon MainOne final acceptance of the Supply shall the risk thereof pass to MainOne.

7. INSURANCE OF DELIVERABLES: Unless otherwise specified expressly in the Order, any insurance of the goods prior to delivery due date is Vendor’s obligation. MainOne will insure all supplies from the delivery due date onwards up to final destination.

8. SPECIFICATIONS OF DELIVERABLES: All Supplies shall be designed, assembled and tested in accordance with the specification provided by MainOne to the Vendors and shall, unless otherwise expressly requested by MainOne, be new, unused, and of the most recent or current models of specification. All Supplies must incorporate all recent improvements in design and materials unless provided for otherwise in the technical specifications.

9. WARRANTY AND GUARANTEES: Vendors warrants that all Supplies delivered or performed under the PO; are free from defect in design, material or workmanship and conform to all requirements of the PO; and are subject to all warranties expressed or implied by law; are merchantable; are of first class quality and material; are suitable for the purpose ordinarily intended and for the anticipated use thereof as expressed by MainOne. At any time prior to the expiration of Vendor’s stated warranty for the Supply, Vendor shall promptly repair or replace, at MainOne’s option, all defective Supplies at Vendor’s sole expense. MainOne may, in its sole discretion, direct that repair or replacement shall be accomplished at the place of their intended use. Vendor’s warranties shall survive MainOne acceptance and payment under the PO. No material, labor or facilities will be furnished by MainOne or the consignees of the Supply unless specified in the solicitation document. Unless otherwise stated in the PO, Vendors shall guarantee all items against manufacturer’s faults for a period of one (1) year starting from the date of delivery to MainOne. Vendor warrants that the Supplies are new, of current manufacture and free from defects in design, workmanship and materials. Vendor warrants that the Supplies conform to the specifications and are fit for the purposes for which such Supplies are ordinarily used, as well as for purposes, in locations and under circumstances made known to Vendors by MainOne. Unless a longer period is specified in the PO, Vendor warrants and certifies that it will repair or replace immediately without any additional expense to MainOne any Supply or components thereof which is found to be defective in design, material, or workmanship within a period of one (1) year from the date such Supplies are delivered to MainOne.

10. ASSIGNMENT AND SUBCONTRACTS: No PO (including Vendor’s right to receive payment hereunder) shall be assigned or subcontracted in whole or part by Vendor without MainOne prior written consent.

11. INDEMNIFICATION: VENDOR shall indemnify and hold harmless MainOne for any and all liability, loss and damage arising from or in connection with (i) any negligent or willful act or omission; (ii) any infringement of any patent, copyright or trademark; or (iii) any breach of or failure, to perform any covenant, agreement, obligation or duty under any PO with its employees or agents (including, without limitation, all lawyers’ fees and expenses). Vendors shall also indemnify, hold and save harmless and defend at its own expenses MainOne, its personnel and its clients from and against all suits, claims, demands, and liability of any nature or kind, including costs and expresses arising out of acts or omissions of Vendors or its personnel or others responsible to Vendors in the performance pursuant to the PO.

12. TERMINATION: In the event of any breach by, or failure of Vendors to comply with any of the terms of this PO, the Contractors’ Code of Conduct or any of Vendor’s obligations under the PO and if within five (5) days after receipt of written notice from MainOne, Vendor fails to remedy such default, MainOne, may terminate the PO in whole or in part and/or set-off any amounts otherwise due to the Vendor under the PO against any loss or damage MainOne may sustain as a result of such default. Upon receipt of notice of termination, Vendor shall: take immediate steps to perform all outstanding obligations with respect to the Supply in a prompt and orderly manner; reduce expenses to a minimum and not undertake any forward commitment from the date of receipt of the notice of termination.

13. CONFIDENTIALITY/PUBLICITY: All POs are strictly confidential and shall not be disclosed to any third party without the prior written consent of MainOne. No references to articles or services, and Supplies generally, provided to MainOne or provided by MainOne to the Vendor pursuant to this PO are to be made by Vendor in any advertising or promotional materials without the prior written permission of MainOne. Vendor agrees not to refer to the PO in commercial advertising which states or implies that the Supplies provided are endorsed or preferred by MainOne or are considered by MainOne to be superior to other products and services. Unless authorized in writing, the Vendor shall not advertise or otherwise make public the fact that it is performing, or has performed, services for MainOne or use the name (or any abbreviation thereof), emblem of MainOne for advertising or for any other purpose.

14. LIQUIDATED DAMAGES FOR DELAY: Subject to Clause 15, If Vendor fails to deliver all or part of the Supplies or perform any of the services with the time period specified in the PO, MainOne may, without prejudice to any other rights and remedies, deduct from the total price stipulated in this contract an amount of 0.5% of the price of such undelivered Supplies for each day of delay (or part thereof), commencing five(5) days after delivery was due and up to a period of 8 weeks. Thereafter MainOne has the right to cancel the Contract.

15. FORCE MAJEURE: Notwithstanding the provisions of the Conditions, Vendor or MainOne shall not be liable for default or liquidated damages, if and to the extent that failure to perform such obligations under any PO is the result of an event of Force Majeure. For purposes of any PO, Force Majeure is defined as an event beyond the control of MainOne or the Vendor; not involving MainOne’s or the Vendor’s fault or negligence and not foreseeable and includes acts of God, natural disasters, war (whether or not declared) and other events of a similar nature or force.

16. SOURCE OF INSTRUCTION: Vendor shall neither seek nor accept instructions from any authority external to MainOne in connection with the performance pursuant to any PO. Vendor shall refrain from any action which may adversely affect MainOne.

17. OFFICIALS NOT TO BENEFIT: Vendor warrants that no official of MainOne or any Government official has received or will be offered by Vendor any direct or indirect benefit of any kind, or any gift, payment or other consideration in connection with or arising from the PO or the award thereof. Vendor agrees that breach of this provision is breach of an fundamental term of the PO and may lead to the termination of the PO.

18. ASSIGNMENT AND INSOLVENCY: Vendor shall not, except after obtaining the prior written approval of MainOne, assign, transfer, pledge or make other disposition of the PO or any part hereof or any of Vendor’s rights or obligations under the PO. Should Vendor become insolvent or should control of the Vendor change by the virtue of insolvency, MainOne may, without prejudice to any other right or remedy, terminate an Order/Contract by giving Vendor written notice of such termination.

19. ARBITRATION: Any controversy or claim arising out of or in connection with any provision of this PO or any breach thereof, shall, unless it is settled by direct negotiation, be settled in accordance with Arbitration Rules in force Lagos State at the date of the PO. The Vendor shall be bound by any arbitration award rendered as a result of such arbitration as the final adjudication of any such controversy or claim.

20. CONCILIATION: Where, in the course of such direct negotiation referred to in Clause 19 above, the parties wish to seek an amicable settlement of such dispute, controversy or claim by conciliation, the conciliation shall be bound by any arbitration award rendered as a result of such arbitration as the final adjudication of any such controversy or claim.

21. PRIVILEGES AND IMMUNITIES: Nothing in or relating to the PO shall be deemed a waiver of any of the privileges and immunities of MainOne.