Terms and Conditions
Venocipal Limited
Last updated: 30 August 2026
These Terms and Conditions govern the services Venocipal Limited provides to you. Please read them before instructing us. By accepting a quotation from us, making payment to us, or instructing us to source or move goods on your behalf, you agree to be bound by these Terms.
1. Who we are
Venocipal Limited (“Venocipal”, “we”, “us”, “our”) is a company incorporated in the Federal Republic of Nigeria with registration number 8866622, whose registered office is at No. 5, Monilola Crescent, Molete, Ibadan, Oyo State, Nigeria.
You can reach us at Info@venocipal.com, on +234 704 6254 988 or +234 902 5494 762.
In these Terms, “you” and “your” mean the person or company instructing us.
2. What we do, and what we are not
We are an advisory and sourcing service. You tell us what you want to buy, from anywhere in the world, and we act on your instructions and in your interest to identify suitable suppliers, assess quality and specification, calculate the true cost of getting the goods to you, and coordinate the purchase, shipping, clearing and delivery.
We are not a shop, a distributor or a dealer. We do not hold stock, we do not manufacture, and we do not sell goods from our own inventory. The goods we source are made and supplied by third parties. Our role is to find them, verify them as far as is reasonably possible, price the full journey honestly, and manage that journey for you.
We work on single units as readily as on volume. A single vehicle, one truck, one industrial machine or a container of goods are all normal orders for us, and we quote each on its own facts.
3. Definitions
Goods means the items you instruct us to source, purchase or move on your behalf.
Landed Cost means the total cost of bringing the Goods to the agreed delivery point in Nigeria, as set out in your quotation. Clause 6 explains what it includes and excludes.
Service Fee means our charge for the services described in clause 2, calculated under clause 5.
Quotation means the written costing we issue to you for a specific enquiry, including any conditions and validity period stated in it.
Order means an instruction from you to proceed on the basis of a Quotation, which we have accepted and for which we have received cleared funds.
Supplier means the third party from whom the Goods are purchased.
4. Quotations and how an order is formed
A Quotation is an invitation for you to instruct us. It is not a binding contract on its own, and it does not commit us to purchase anything until an Order is formed.
Every Quotation states the Landed Cost, the Service Fee, the total payable, the assumptions the pricing rests on, and the period for which it is valid. A Quotation that has expired is no longer capable of acceptance, though you are welcome to ask us to re-issue it.
An Order is formed, and we are obliged to proceed, only when all of the following have happened: you have confirmed the Quotation in writing, we have confirmed acceptance in writing, and cleared funds have reached our account under clause 7. Until then, no contract for the Goods exists and no Supplier commitment is made in your name.
We may decline any enquiry or Order without giving reasons, including where we consider the Goods unsuitable, the Supplier unreliable, or the transaction unlawful or impractical. Where we decline after receiving funds, we refund them in full.
5. Our fee
Our Service Fee is 15% of the Landed Cost of the Goods.
The total amount payable by you is therefore the Landed Cost plus 15% of that Landed Cost, as itemised in your Quotation. We show both figures separately on every Quotation so you can see exactly what is cost and what is our charge.
Where the Goods are industrial machinery requiring services beyond ordinary sourcing and delivery, those additional services are quoted and charged separately and are not covered by the 15%. Such services include, without limitation, installation, commissioning, technical supervision, specialised rigging or handling, sourcing of separate component parts or ancillary equipment, and post-delivery technical support. We will identify any such additional service and its cost in the Quotation before you commit.
The Service Fee is earned progressively as we perform. Clause 15 sets out what is and is not recoverable if an Order is cancelled.
6. What the Landed Cost includes and excludes
Unless your Quotation says otherwise in writing, the Landed Cost includes:
- the purchase price of the Goods payable to the Supplier;
- international freight and, where applicable, marine insurance;
- import duty, VAT, ECOWAS levy, CISS and other statutory charges assessed on importation;
- terminal, shipping line and port charges arising in the ordinary course of clearing;
- customs clearing and agency costs; and
- movement of the Goods from the port to the delivery point stated in the Quotation.
Unless expressly stated in your Quotation, the Landed Cost does not include:
- movement of the Goods beyond the delivery point stated in the Quotation, including onward inter-state haulage, which is arranged and paid for separately in accordance with clause 11;
- demurrage, container detention, terminal storage or rent arising from delay attributable to you, as described in clause 12;
- the additional machinery services described in clause 5;
- any regulatory certification, permit, licence or inspection fee that is personal to you as importer;
- offloading, lifting equipment, cranes or manpower at your premises; and
- bank charges, transfer fees or foreign exchange spreads levied by your own bank.
7. Payment
Payment is due in full before an Order is placed. We do not place Supplier orders, commit funds abroad or begin procurement on part payment or on credit.
Payment is made in Nigerian Naira to the Venocipal Limited account named on your Quotation or invoice. We do not accept payment into personal accounts, and we will never ask you to pay into an account other than the one named on our written invoice. If you receive payment instructions purporting to come from us that differ from those on your invoice, do not act on them, and contact us on the numbers in clause 1 to verify.
Funds are treated as received when they are cleared and available in our account. The Order is formed at that point and not before.
8. Pricing, exchange rates and price revision
Our Quotations are issued in Nigerian Naira and are based on the exchange rate, freight rates, duty rates and Supplier prices prevailing on the date of the Quotation. Those inputs are outside our control and can move.
Each Quotation states a validity period. Within that period, and provided the Order is formed within it, the quoted price is held.
If, after your Order is formed but before the Supplier purchase is completed, the applicable Naira exchange rate moves against the quotation basis by more than 5%, we may revise the price to reflect the actual rate. If that happens:
- we will notify you in writing promptly, showing the original basis, the new rate and the revised figure, with supporting evidence;
- you may accept the revision and pay the difference; or
- you may cancel the Order, in which case we refund all sums you have paid, less only costs we have actually and irrecoverably incurred on your behalf up to that point, evidenced to you in writing.
We will not revise a price for exchange rate movement after the Supplier purchase has been completed and the funds committed. We do not revise prices for movement within the stated threshold, and we do not retain any gain arising where the rate moves in the opposite direction; where that produces a material saving before commitment, it is passed to you.
9. Duties, taxes and customs valuation
Nigerian import duty is assessed by the Nigeria Customs Service on the CIF value of the Goods, together with VAT, currently at 7.5%, the ECOWAS levy, currently at 0.5%, the CISS charge, currently at 1%, and any other statutory charge applicable at the time of clearance. Duty rates themselves vary by tariff classification. Our Quotation estimates these on the basis of the classification and value we reasonably expect to apply, at the rates in force on the date of the Quotation.
Customs assessment is a decision of the authorities, not of Venocipal. Where the Nigeria Customs Service assesses duty on a value or classification higher than the basis stated in your Quotation, or where duty rates, levies or exchange rates used for assessment change between the date of your Quotation and the date of clearance, the difference is payable by you. We will provide the assessment documents evidencing any such difference before requesting payment.
Where the difference arises because information you gave us about the Goods was inaccurate or incomplete, the difference and any resulting penalty are for your account. Where it arises from our own error, we bear it.
Under Nigerian law, deliberate under-declaration of value is a criminal offence. We will not under-declare, and we will not act on any instruction to do so.
10. Regulatory compliance and restricted goods
Importation into Nigeria is subject to regulatory requirements which may include Form M through a CBN-authorised dealer bank, a Pre-Arrival Assessment Report, SONCAP certification through the Standards Organisation of Nigeria, NAFDAC registration for regulated products, and other agency approvals depending on the Goods.
You are responsible for holding, and for maintaining, any registration, licence, permit or approval that the law requires of you as importer or end user. We will tell you what we understand to be required, assist you in obtaining it and coordinate the process, but we cannot hold your regulatory permissions for you.
You confirm that the Goods you instruct us to source are lawful to import into Nigeria and lawful for you to possess and use. Certain Goods are prohibited or restricted, and restrictions change. Used vehicles above the maximum permitted age cannot lawfully be imported, and we will not source them.
We may refuse or discontinue any Order that we reasonably believe involves prohibited or restricted Goods, breaches sanctions, or would require us or you to act unlawfully. Where we discontinue on this basis before funds are committed, we refund in full.
11. Delivery and haulage from the port
Goods ordinarily arrive at the Lagos ports. Delivery to you from there is arranged in one of the ways set out in our Local Haulage terms, namely collection by you or your own haulier at the port, or movement by a haulage provider we engage on your behalf.
Where your delivery point is outside Lagos State, the cost of moving the Goods from Lagos to your state is payable by you and is quoted separately, unless your Quotation expressly states an inclusive delivery point outside Lagos.
Any date we give for shipping, arrival, clearing or delivery is an estimate made in good faith. Shipping schedules, port congestion, customs processes, regulatory inspection and road conditions are outside our control. We will keep you informed of material changes, but we are not liable for delay caused by matters outside our reasonable control.
Risk in the Goods passes to you on delivery to you or to your nominated carrier, or on collection by you or your haulier at the port, whichever occurs first.
12. Storage, demurrage and delay caused by you
Terminals and shipping lines allow a limited number of free days, after which storage, demurrage and container detention charges accrue daily. Where you are collecting the Goods yourself, or where an empty container must be returned, these charges can be significant.
Where such charges arise because of delay attributable to you, including late provision of documents or instructions, late payment, unavailability at the agreed delivery point, or failure to return an empty container promptly, they are payable by you.
Where they arise from our own delay, we bear them.
13. Inspection, specification and acceptance
We verify Goods and Suppliers to the extent reasonably practicable, which may include documentary checks, photographs, video, factory or third-party inspection where you ask for it and it is available. We describe the Goods to you as accurately as the information available allows.
You are responsible for satisfying yourself that the specification you approve is correct for your intended use. Where you approve a specification, we source to that specification.
On delivery, please inspect the Goods promptly. Tell us in writing of any shortage, damage or discrepancy within 7 days of delivery, with photographs where relevant, so that we can raise it with the Supplier, carrier or insurer while a claim is still possible. Some claims are time-barred by carriers and insurers within short periods, and late notice may make a remedy impossible.
Nothing in this clause limits your rights under the Federal Competition and Consumer Protection Act 2018 in respect of goods that are defective or unsafe.
14. Warranties
We perform our services with reasonable care and skill.
We do not manufacture the Goods and we do not give a manufacturer’s warranty. Where the Supplier or manufacturer provides a warranty, we pass it to you and, at your request, assist you in pursuing a claim under it. The terms, duration and territorial scope of that warranty are set by the manufacturer.
Where Goods prove defective or unsafe, your rights under the Federal Competition and Consumer Protection Act 2018 apply and are not excluded or limited by these Terms.
We do not warrant that Goods will achieve any particular output, yield or commercial result, since that depends on installation, operation, inputs, maintenance and conditions at your premises which are outside our control.
15. Cancellation and refunds
You may cancel an Order at any time by notice in writing. What is refundable depends on how far the Order has progressed:
Before we commit funds to the Supplier. We refund all sums paid, less our reasonable costs actually incurred in work already performed on your behalf, itemised to you in writing.
After Supplier funds are committed but before shipping. We refund what we can recover from the Supplier and any freight or service provider, less costs actually incurred and any non-recoverable Supplier charges. We will pursue recovery on your behalf and account to you for what is recovered.
After shipping. Cancellation is generally no longer possible, because the Goods exist, are paid for and are in transit in your interest. We will discuss the options available, which may include resale, storage or diversion, and their cost.
We may cancel an Order where you fail to pay a sum properly due, fail to provide documents or approvals necessary for importation, or where continuing would require unlawful conduct. In that event we account to you for all sums held, less costs incurred.
Nothing in this clause removes your right under section 120 of the Federal Competition and Consumer Protection Act 2018 to cancel an advance order subject to a reasonable cancellation charge, or your right under section 122 to return defective or unsafe products.
16. Our liability
We are liable to you for loss caused by our own negligence or breach of these Terms.
We are not liable for the acts, omissions or insolvency of Suppliers, shipping lines, terminals, haulage providers or regulatory authorities, beyond our obligation to select and manage them with reasonable care and to pursue remedies against them on your behalf.
Except in respect of death or personal injury caused by our negligence, fraud, and any liability that cannot lawfully be excluded or limited, including liability under the Federal Competition and Consumer Protection Act 2018, our total liability arising out of or in connection with an Order is limited to the Service Fee paid by you on that Order.
We are not liable for indirect or consequential loss, including loss of profit, loss of production, loss of contract or business interruption.
17. Matters outside our control
We are not in breach of these Terms, and are not liable for delay or failure to perform, where the cause is outside our reasonable control. This includes war, civil unrest, strikes, port closure or congestion, vessel delay or diversion, customs or regulatory action, currency or banking restrictions, extreme weather, fire, flood, epidemic and failure of public infrastructure.
Where such an event materially affects an Order, we will tell you promptly and discuss the options. If the event continues for more than 60 days, either of us may cancel the affected Order and we will account to you for all sums held, less costs actually and irrecoverably incurred.
18. Confidentiality and your information
We treat your enquiries, specifications, pricing and commercial information as confidential and do not disclose them to third parties except to Suppliers, carriers, banks, clearing agents and authorities to the extent necessary to perform your Order, or where required by law.
We process personal data in accordance with the Nigeria Data Protection Act 2023. We collect only what we need to quote, transact, clear and deliver, we keep it for as long as required for those purposes and for our legal and tax records, and we do not sell it. You may ask us what we hold about you, ask us to correct it, or ask us to delete it where we are not required to keep it, by writing to Info@venocipal.com.
19. Complaints
If something has gone wrong, contact us first at Info@venocipal.com or on the numbers in clause 1. Tell us the Order reference and what has happened. We will acknowledge within 3 working days and give you a substantive response within 14 working days.
Most problems in this trade are solved faster by talking to us than by any other route, and we would rather hear about a problem early.
20. Governing law and disputes
These Terms and any Order are governed by the laws of the Federal Republic of Nigeria.
If a dispute arises, we both agree to attempt to resolve it in good faith by discussion first. If it cannot be resolved within 30 days, it shall be referred to mediation under the Arbitration and Mediation Act 2023, seated in Ibadan, Oyo State.
If mediation does not resolve the dispute within a further 30 days, either party may bring proceedings, and the courts of Oyo State, Nigeria shall have non-exclusive jurisdiction.
Nothing in this clause prevents you from making a complaint to the Federal Competition and Consumer Protection Commission or any other regulator, or from exercising any right you have under the Federal Competition and Consumer Protection Act 2018.
21. General
If any provision of these Terms is found to be unenforceable, the remaining provisions continue in force.
Our failure to enforce a provision on one occasion does not waive our right to enforce it later.
You may not transfer your rights or obligations under an Order to anyone else without our written consent.
These Terms, together with your Quotation and our written acceptance, form the whole agreement between us for that Order. Where a Quotation and these Terms conflict, the Quotation prevails for that Order.
22. Changes to these Terms
We may update these Terms from time to time. The version that applies to your Order is the version in force on the date your Order is formed. We will tell you if the Terms change materially while an Order of yours is in progress.
Venocipal Limited · RC 8866622
No. 5, Monilola Crescent, Molete, Ibadan, Oyo State, Nigeria
Info@venocipal.com · +234 704 6254 988 · +234 902 5494 762