These Terms and Conditions of Sale (“Terms”) apply to every sale of point-of-use water purifiers and related parts and accessories (“Products”) and every supply of installation, commissioning, filter-replacement or other related services (“Services”) by iClear Water Technology Ltd, a company incorporated under the laws of the Federal Republic of Nigeria with RC number 8004442 (the “Company”), to any individual, company, firm or other person that orders or buys Products or Services from the Company (“you”). These Terms apply to the Company’s quotations, order confirmations and invoices (“Sales Documents”), whether issued through its website, by email, instant messaging, telephone or otherwise.

These Terms apply to individuals and to businesses buying for their own use. You are a “Business Buyer” if you buy in the course of a trade, business or profession. Nothing in these Terms excludes or limits rights or remedies that cannot lawfully be excluded or limited, including your rights as a consumer under the Federal Competition and Consumer Protection Act 2018 (“FCCPA”), whether or not you are a Business Buyer. Provisions that apply only to Business Buyers apply only to the extent permitted by the FCCPA and other applicable law. If a provision conflicts with a mandatory statutory right, that right prevails.

1. Application of these Terms

1.1  The Company may provide these Terms with a Sales Document or incorporate them by a link or attachment in a Sales Document or other message, including by email, text or instant messaging. The version made available to you in connection with the relevant sale applies to that sale.

1.2  A quotation or invoice is an invitation to place an order, not a binding offer, unless it expressly states otherwise. You place an order by submitting a purchase order, accepting a quotation, paying an invoice or otherwise requesting Products or Services. The Company may accept an order by issuing an order confirmation or payment receipt, dispatching the Products, beginning the Services or otherwise expressly confirming acceptance. A binding contract for that order is formed when the Company first accepts it in one of those ways, and the accepted order is then an “Order”.

1.3  By placing an order, paying an invoice or accepting delivery of Products or performance of Services after these Terms have been made available to you in accordance with clause 1.1, you accept these Terms. If you do not agree to these Terms, please do not place an order.

1.4  Terms in your purchase order or other document do not apply, even if the Company accepts the order or does not object to those terms, unless the Company expressly accepts them in writing through an authorised representative.

1.5  If there are conflicts with documents governing a sale, they prevail in this order: (a) the Company’s order confirmation or payment receipt; (b) the Company’s quotation, followed by its invoice; and (c) these Terms. A higher-ranking document overrides a lower-ranking document only to the extent of the conflict. These Terms do not apply to a sale governed by a separately negotiated agreement signed by you and the Company, unless that agreement expressly incorporates them.

1.6  In these Terms: “Authorised Installer” has the meaning given in clause 4.8; “business day” means a day other than a Saturday, Sunday or public holiday in Nigeria; “Care Instructions” means the care instructions in Schedule A; “party” means you or the Company; “in writing” includes email; and “including” means including without limitation.

2. Products and Orders

2.1  Product descriptions, specifications, quantities and any agreed variations are those stated in the Order. Images, samples and general descriptions are illustrative unless the Company expressly agrees that they form part of the specification. The Company may make minor changes to a Product’s specification that are required by law or do not materially affect its quality, performance or intended use. The Company will not substitute a materially different Product without your agreement.

2.2  You are responsible for checking your order details before submission and for promptly notifying the Company of any error. A request to change or cancel an Order requires the Company’s agreement, subject to clause 10.1.

2.3  The Company may decline an order before acceptance, including where a Product is unavailable or a price or description contains an obvious error. If the Company has received your payment for an order it declines, it will refund that payment promptly.

3. Prices, Taxes and Payment

3.1  Prices are in Nigerian naira unless the relevant Sales Document states otherwise. A quotation is valid for the period stated in it or, if no period is stated, for 30 days. The Company may change prices before accepting an order but will not change the price of an Order without your agreement, except to reflect a change you request.

3.2  Prices may include or exclude value added tax (“VAT”) as stated in the relevant Sales Document. Any applicable VAT, delivery charge or other charge payable by you will be identified before the order is accepted. If a Sales Document does not say whether VAT is included, the price excludes VAT, which you must pay in addition at the applicable rate. Apart from VAT, you are responsible for any tax, duty or levy imposed by law on your purchase, other than taxes on the Company’s income. If you are a Business Buyer and are required by law to withhold tax from a payment, you must account for that tax to the relevant authority and promptly give the Company the receipt or credit note it needs to claim credit for it.

3.3  Unless the Company agrees otherwise in writing, the price is payable in full before delivery of the Products or, for an order of Services only, before the Services begin, using a payment method specified by the Company. Payment is made when cleared funds are received in the Company’s nominated account. You must pay undisputed amounts without set-off, except where applicable law permits otherwise. If you dispute an invoice in good faith, you must notify the Company in writing within 3 business days after receiving the invoice, explain the dispute and pay any undisputed amount when due.

3.4  If your payment is overdue, the Company may, after giving you notice, suspend further deliveries, refuse installation, or decline new orders until payment is made. If you are a Business Buyer, overdue undisputed amounts bear simple interest at two percent (2%) per month, or the maximum lawful rate if lower, from the due date until payment.

4. Delivery and Installation

4.1  The Company will deliver the Products to the address and by the method stated in the Order. Delivery charges and any available collection option will be stated before the order is accepted.

4.2  Any delivery date is an estimate unless the Company expressly agrees in writing that it is a firm deadline. The Company will notify you of a material delay and provide a revised estimate. If the Company cannot deliver within a reasonable time, you may cancel the undelivered Products and receive a refund of amounts paid for them.

4.3  You must provide accurate delivery details and reasonable access to receive the Products. If delivery fails because you do not do so, the Company may arrange redelivery at a reasonable additional charge notified to you in advance. The Company will not treat Products as delivered merely because an attempted delivery failed. If you do not take delivery within 5 business days after a failed attempt, the Company may charge reasonable storage costs notified in advance and may after giving you written notice, cancel the order and refund the price paid less those costs and any redelivery charge.

4.4  The Company may deliver an order in instalments if you agree or the Order provides for instalments. The Company will not impose an additional delivery charge for an instalment unless you agreed to it before the order was accepted.

4.5  Where the Order includes Services, the Company will perform them with reasonable care and skill, in accordance with good industry practice and applicable law, on a date agreed with you. The Company may use contractors but remains responsible for their performance.

4.6  You must, at your cost, provide safe and timely access to the site, any information the Company reasonably requests, and the water supply, electrical connection, drainage and space that the Company notifies to you before installation as required for the relevant Products. If the Services are delayed or cannot be performed because you do not do so, the Company may charge a reasonable fee, notified in advance, for a further visit.

4.7  The Company will tell you if it finds that the site or incoming water supply is unsuitable for the Products and, where the incoming water exceeds the operating limits in the Care Instructions, will recommend pre-treatment. Unless the Order states otherwise, the Company is not responsible for the condition of your existing plumbing, electrical installation or premises, or for the quality of the incoming water supply, except to the extent of damage caused by the Company or its contractors.

4.8  Installation is a separate Service, charged at the fee stated in the relevant Sales Document. If you do not use the Company’s installation Service, your Product must be installed by a plumber who has completed the Company’s installer training (an “Authorised Installer”) for the warranty in clause 7 to apply. The Company may ask for evidence of that training when you make a warranty claim. An Authorised Installer you engage acts for you, and the Company is not responsible for that installer’s work.

4.9  Each Product uses filter cartridges and a reverse osmosis (RO) membrane, housed within the unit, that must be replaced at the intervals in the Care Instructions. Actual filter life depends on water quality and use. When a filter needs replacing, the Product automatically stops dispensing water so that you do not drink unpurified water; this is a safety feature, not a defect. Filter housings are sealed and can be opened only by the Company’s technicians, who carry out filter replacement at the price for your model in the Company’s current price list, which the Company will confirm to you before the visit.

5. Inspection, Nonconforming Products and Product Defects

5.1  You should inspect the Products as soon as reasonably practicable after delivery and notify the Company of any shortage, damage, defect or failure to match the Order. If you are a Business Buyer, you must give written notice of an issue reasonably apparent on delivery within five (5) business days after delivery or, where the Company installs the Products, after completion of installation. If you do not, the Products are treated as accepted in respect of that issue, to the extent permitted by applicable law. This does not affect a claim for a latent defect.

5.2  If Products are defective, damaged on delivery or do not conform to the Order, or Services are not performed in accordance with these Terms, you should contact the Company using the contact details on the Company’s website or Sales Documents with the order details and a description of the issue. The Company may request photographs or an opportunity to inspect the Products. Where the claim is valid, the Company may, at its cost and within a reasonable time, repair or replace the affected Products or re-perform the Services or, if that is not possible or reasonably practicable, refund the price paid for them, unless you are entitled by law to choose a different remedy. Products that are replaced or refunded become the Company’s property.

6. Risk and Title

6.1  Risk of loss of or damage to Products passes to you when the Products are delivered to you or to a person you have authorised to receive them. If you arrange collection through a carrier not offered by the Company, risk passes when the Products are handed to that carrier, to the extent permitted by applicable law.

6.2  Title to Products passes to you when the Company has received payment in full for those Products and they have been delivered. Until title passes, if you are a Business Buyer, you must keep the Products insured and identifiable as the Company’s property, must not pledge or charge them and, if payment is overdue, must make them available for collection on the Company’s written request.

7. Warranty and Remedies

7.1  The Company warrants your Product for twelve (12) months from the installation date shown on the installation record (the “Warranty Period”). If installation does not take place within 30 days after delivery for a reason within your control, the Warranty Period starts on the 30th day after delivery.

7.2  During the Warranty Period, the Company will repair or replace, free of charge for parts and labour, any of the following that arises under normal use:

• (a)  mechanical defects in the main reverse osmosis (RO) unit;
• (b)  defective electrical components, including the pump, solenoid valve and power adapter (where fitted);
• (c)  manufacturing defects in the membrane housing, filter housings and structural parts; and
• (d)  faults caused by installation carried out by the Company.

7.3  The warranty does not cover:

• (a)  filters, the RO membrane, UV lamps (where fitted), O-rings, tubing, fittings and other consumable or normal-wear parts;
• (b)  damage from modification, tampering, opening of sealed components, or repair by anyone other than the Company;
• (c)  damage from installation or relocation by anyone other than the Company or an Authorised Installer;
• (d)  damage from the use of non-genuine filters, membranes or parts;
• (e)  membrane fouling, scaling or other damage resulting from failure to replace filters or service the Product on schedule;
• (f)  damage from feed water outside the operating limits in the Care Instructions, or from connection to a hot water line;
• (g)  damage from defective plumbing at the premises, including excessive or insufficient water pressure;
• (h)  damage from power surges, lightning, low or unstable voltage, or generator or inverter supply outside 220 – 240V/50Hz, where the Product was not connected through a suitable stabiliser or surge protector;
• (i)  damage from installation outdoors or in direct sunlight, or from flood, fire, pests or other external events;
• (j)  use of the Product for commercial or high-volume purposes beyond its rated capacity;
• (k)  accidental damage, misuse, neglect, improper storage or intentional damage, damage in handling or transport by you after delivery, or failure to follow the Company’s or manufacturer’s installation, operating or maintenance instructions;
• (l)  cosmetic wear that does not affect function; or
• (m)  a Product whose serial number has been removed or altered, or which was not bought from the Company.

7.4  An exclusion in clause 7.3 affects a claim only to the extent that it caused the fault claimed.

7.5  To make a warranty claim, contact the Company during the Warranty Period using the contact details on the Company’s website or Sales Documents and provide the invoice, payment receipt, or installation record. The Company will arrange a technician visit within 3 business days. The technician will diagnose the fault and tell you in writing whether it is covered and, if not, why not. The Company will not carry out chargeable work without first giving you a quote and obtaining your agreement.

7.6  If a valid claim cannot be resolved by repair or replacement within a reasonable time, the remedies in clause 5.2 apply. A repaired or replacement part is warranted for the remainder of the Warranty Period.

8. Liability

8.1  Nothing in these Terms excludes or limits liability for fraud, wilful misconduct, death or personal injury caused by negligence, or any liability or remedy that cannot lawfully be excluded or limited, including your rights as a consumer under the FCCPA.

8.2  Subject to clause 8.1, if you are a Business Buyer, the Company is not liable to you, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for indirect or consequential loss, or for loss of profit, revenue, business, goodwill or anticipated savings, arising under or in connection with an Order. The Company’s total liability to you as a Business Buyer under or in connection with an Order will not exceed the price paid or payable under that Order for the Products or Services giving rise to the claim. These limits do not apply to the Company’s obligation to refund amounts due for Products not supplied or validly rejected.

8.3  The exclusions and limits in clause 8.2 do not apply if you are not a Business Buyer. In that case, the Company is liable to you as provided by applicable law, but not for loss that was not reasonably foreseeable when the order was accepted.

9. Force Majeure

9.1  Neither party is liable for delay or failure to perform an obligation, other than an obligation to pay an amount already due, to the extent caused by an event beyond its reasonable control that it could not reasonably avoid or overcome, such as natural disaster, flood, fire, epidemic, pandemic, war, civil unrest, government action, port or customs delay, or failure of public utilities or third-party networks. The affected party must notify the other promptly, take reasonable steps to reduce the effect of the event and resume performance when reasonably possible.

9.2  If such an event prevents delivery or performance for more than 30 days, either party may cancel the affected undelivered Products or unperformed Services by written notice, and the Company will refund amounts paid for them.

10. Cancellation and Termination

10.1  Before dispatch of the Products or, for an order of Services only, before the Services begin, you may request cancellation of an Order. The Company will confirm whether cancellation is possible and disclose any reasonable, non-recoverable costs before you proceed, except where you have a right to cancel without charge under applicable law.

10.2  The Company may cancel an Order if you fail to pay an undisputed amount when due and do not remedy that failure within 3 days after written notice, if performance becomes unlawful, or if you are a Business Buyer and become insolvent, make an arrangement with your creditors or have a receiver, liquidator or administrator appointed over any of your assets. The Company will refund amounts paid for Products or Services it does not supply, less any amount lawfully due from you.

10.3  Cancellation or termination does not affect rights and obligations accrued before it takes effect or provisions intended to continue, including those concerning payment, liability and dispute resolution.

11. Governing Law and Disputes

11.1  These Terms, each Order and any non-contractual dispute arising from them are governed by the laws of the Federal Republic of Nigeria as applicable in Lagos State.

11.2  A party must first notify the other in writing of a dispute and allow 3 days for good-faith discussions. If the dispute is not resolved within that period, it must be referred to mediation at the Lagos Multi-Door Courthouse. If it is not resolved within 10 days after that referral, either party may refer it to the courts of Lagos State. Provided that this clause does not prevent a party from seeking urgent interim relief, or the Company from recovering an undisputed overdue amount, at any time.

12. Notices

Notices concerning an Order, claim or dispute may be sent by email to the address used by the receiving party for that order or to an address it later designates for notices. Notices to the Company must be sent to sales@geticlear.com. A notice sent by email is received when it enters the recipient’s email system, unless the sender receives an automated delivery-failure message; an email received outside 9:00 a.m. to 5:00 p.m. on a business day is treated as received at 9:00 a.m. on the next business day. A party may also give notice by hand or courier to the other party’s last notified address, and that notice is received when delivered.

13. General

13.1  You may not assign your rights or obligations under an Order without the Company’s prior written consent, not to be unreasonably withheld. The Company may assign its right to receive payment, but may not transfer its obligations in a way that materially reduces your rights without your consent.

13.2  A failure or delay to exercise a right is not a waiver of that right. A waiver must be in writing and applies only to the matter it identifies.

13.3  If any provision under these Terms is held to be invalid or unenforceable, it will be limited to the minimum extent necessary, or severed if necessary. The remaining provisions of these Terms will continue to apply.

13.4  These Terms and the applicable Sales Documents constitute the entire agreement for the relevant sale and replace any prior discussions about that sale.

13.5  The Company may update these Terms from time to time and each Order is governed by the version that applies to it under clause 1.1.

13.6  The Company will process personal data received in connection with an order in accordance with relevant laws in force and its privacy notice at https://geticlear.com/privacy-policy.

Schedule A – Care Instructions

These Care Instructions form part of the warranty conditions in clause 7 of the Terms and Conditions of Sale provided by iClear Water Technology Ltd located at geticlear.com/termsofuse.

Part A: Operating Limits for Feed Water

• Inlet water pressure: 40–100 psi (280–690 kPa).
• Feed water temperature: 4–38 °C, cold supply only.
• Total dissolved solids: 1,000 mg/L maximum.
• pH: 4–11.
• Hardness: below 170 mg/L, or pre-softened.
• Iron: below 0.1 mg/L.
• Manganese: below 0.05 mg/L.
• Microbiological quality: the Product must not be used on microbiologically unsafe water without disinfection before or within the system.

Where your water supply (including borehole water) exceeds these limits, the Company will recommend pre-treatment at installation.

Part B: Filter Replacement Schedule

• Sediment pre-filter: every 6–12 months.
• Carbon pre-filter: every 6–12 months, or sooner if chlorine in the feed water exceeds 1 mg/L.
• Post-carbon filter: every 6–12 months.
• RO membrane: about every 12–24 months.
• System sanitisation (filter housings, internal lines and internal water reservoir): once a year, during a filter change.
• Internal reservoir check: once a year, during a filter change.

Replacement Intervals

Actual intervals depend on water quality and use. The Company’s technician will advise on the right interval for your water supply, and the Product will stop dispensing water when a filter replacement is due.