Terms

BETWEEN

• Auto Bridge Ghana LTD, a limited liability company, incorporated under the Companies Act of Ghana and with company registration number CS265781125 and having its registered address at Digital Address: GA-287-1987; House Number GA-287-1987; Gilford Tetteh Street; Boundary Road; East Legon; Accra; Ghana (hereinafter called (‘Auto Bridge’), acting by its managing director Uduwe VidanelageTharanga Lakmal Perera of the one part;

AND

• [INSERT CUSTOMER] … (hereinafter called the ‘Customer’) of the other part.

1. Services

• Auto Bridge provides vehicle purchase assistance to Ghanaian motor dealers and individual buyers seeking to acquire vehicles from the United States. Auto Bridge operates in a dual capacity: (i) as a facilitator and coordinator of vehicle shipment and related logistics, and (ii) as a principal buyer and reseller of vehicles in the destination country.

• For this agreement, the terms shall relate to the purchase and resale of vehicle(s) purchased by Auto Bridge.

• The customer is one who buys the vehicles after Auto Bridge’s purchase and during its resale phase.

2. Nature of the Transaction

• In all vehicle purchase and resale transactions covered by these Terms, Auto Bridge acts as principal and not as agent.

• A contract of sale is formed when the parties agree on the vehicle, the price, and the intention to transfer ownership, whether immediately or at a future time.

• The Terms apply to both

  • Vehicles purchased by Auto Bridge from sellers for resale; and

  • Vehicles sold by Auto Bridge to customers in Ghana.

3. Description and Identification of Vehicles

• Vehicles shall be identified by make, model, year, Vehicle Identification Number (VIN), and any other particulars reasonably required to identify the goods.

• Any description of a vehicle forms part of the contract of sale. Where a sale is by description, the vehicle must correspond with that description as required under the Law.

4. Price and Payment

• The price of a vehicle shall be the price expressly agreed between the parties.

• Unless otherwise agreed in writing;

  • Payment is due in full prior to delivery: and

  • All Payments shall be made in cleared funds.

• In the event that the customer fails to make payment when due, Auto Bridge is entitled to exercise its statutory rights as an unpaid seller under the law, including the right of lien, stoppage in transit and resale.

5. Transfer of Title

Unless otherwise expressly agreed in writing, title does not pass until full payment has been received.

6. Risk

Risk in the vehicle passes with ownership, unless otherwise agreed.

7. Condition and Quality

• The Auto Bridge does not warrant mileage accuracy, prior use, or absence of defects consistent with the age and nature of used motor vehicles.

• The Customer admits that she has inspected the property and purchases same with full knowledge of the actual state and condition of the vehicle and shall take the vehicle as it stands. The customer further admits that they enter into this agreement solely as a result of their own inspection and upon terms contained in this agreement and not in reliance upon any representation or warranty, either oral or implied, made by or on behalf of the Vendor (save for any representation or warranty contained in a written reply by Auto Bridge to any preliminary inquiries or requisitions raised by the Customer) and that this agreement contains the entire agreement between the Customer and Auto Bridge.

8. Delivery

• The customer must take delivery within 30 Days after being notified that the vehicle is ready for delivery.

• After the expiration of 30 days, the customer has a moratorium of 14 days within with to take possession of the vehicle.

• After the expiration of the 14 days moratorium, the customer shall be charged USD 20 or its equivalent in Ghana cedis for each day the customer fails to take delivery of the vehicle.

• After the expiration of 28 days from the expiration of the 30 days delivery period, if the vehicle(s) remains “not delivered”, Auto Bridge is entitled to treat the transaction as abandoned and is entitled to resell and refund the customer the purchase price paid for the vehicle less the storage charges incurred by Auto Bridge.

• Any delivery dates provided are estimates only and do not constitute conditions of the contract unless expressly stated.

9. Acceptance

• The customer shall be deemed to have accepted the vehicle(s) when they take possession of the vehicle(s).

• The customer shall not be entitled to, after acceptance, to reject the vehicle(s) or any part of vehicle(s) even if they are not in accordance with the agreement.

10. Remedies for Breach

Auto Bridge’s remedies for the customer’s breach include all remedies available to an unpaid seller under the Law including right of lien, stoppage in transit and resale.

11. Confidential Information

Auto Bridge will treat all non-public information received from the Customer in connection with this Agreement as confidential and will implement reasonable administrative, technical, and physical safeguards in accordance with applicable law to protect such information. Auto Bridge will not disclose the Customer’s confidential information without the Customer’s prior consent, except where disclosure is required by applicable law, regulation, governmental authority, or court order.

Where legally permitted, Auto Bridge will notify the Customer of any required disclosure and, at the Customer’s request and expense, will take reasonable steps to contest or limit such disclosure. Auto Bridge may also disclose confidential information on a need-to-know basis to its affiliates, agents, carriers, contractors, service providers, or other third parties where reasonably necessary to perform the Services or facilitate the transaction, provided such parties are subject to confidentiality obligations. Disclosure may also be made to third parties for administrative services such as document processing or translation.

12. Governing Law

This Agreement shall be governed by and construed in accordance with, and all questions concerning the construction, validity, interpretation, and performance of this Agreement shall be governed by the laws of the Republic of Ghana without giving effect to any choice of law or conflict of law provision or rule (whether of the Republic of Ghana or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the Republic of Ghana. The Parties hereby irrevocably submit to the exclusive jurisdiction of the Courts of Ghana, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper.

13. Force Majeure:

• Definition of Force Majeure. For the purposes of this Agreement, ‘Force Majeure’ means any event or circumstance that is beyond the reasonable control of the affected party and that prevents or delays the performance of its obligations under this Agreement. Such events may include, but are not limited to:

  • Acts of God (e.g., earthquakes, floods, hurricanes)

  • War, terrorism, or civil unrest

  • Government actions or regulations

  • Epidemics or pandemics

  • Strikes or labour disputes

  • Shortages of transportation, facilities, or materials

• Notification. The party affected by a Force Majeure event shall promptly notify the other party in writing of the occurrence of such event, providing sufficient details and evidence of the Force Majeure event within three (3) business days of its occurrence.

• Suspension of Obligations. Upon notification, the obligations of the affected party shall be suspended for the duration of the Force Majeure event. The affected party shall use reasonable efforts to mitigate the effects of the Force Majeure event and resume performance as soon as reasonably possible.

• Termination. If the Force Majeure event continues for a period exceeding fourteen (14) days terminate this Agreement by providing written notice to the other party. Auto Bridge is exempted from any failure to perform obligations under this Agreement if such failure results from force majeure or terrorist acts or storms or floods or fires or explosions or work stoppages or declared strikes or transport accidents or governmental restrictions (including governmental restrictions on imports and voluntary export restraints resulting from threats of governmental restrictions) or war or hostilities or riots or any similar circumstances beyond the reasonable control of the affected party.

14. Severability

If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

15. Entire Agreement

By signing this Agreement or by clicking “Accept” when prompted on Auto Bridge’s website, the Customer agrees to be bound by this Agreement, including any appendices.

This Agreement constitutes the entire agreement between the parties with respect to the Services and supersedes all prior or contemporaneous agreements or understandings. In the event of any conflict between this Agreement and any bill of lading or carrier tariff, the terms of this Agreement shall govern.