GENERAL TERMS AND CONDITIONS

1. SCOPE OF APPLICATION.

1.1. These General Terms and Conditions for metals purchase (hereinafter referred to as “GTC”) apply to the sale of GOLD (AU) (hereinafter referred to as “the Goods”) by TIMU BORA DMCC including its assignees and successors (hereinafter referred to as “the Company” or “the Seller”, to any of its clients (hereinafter referred to as “the Client” or “the Buyer”). These GTC form an integral part of any order, contract, request, accepted quotation, or offer of the Company (hereinafter referred to as “the Order”). Only these GTC, the terms of the Order, and any documents incorporated by reference in the Order are binding on the Company.
1.2. If any term of these GTC is unenforceable for any reason, the other terms and conditions will not be affected.
1.3. In the event of a discrepancy or ambiguity between the conditions in an Order and these GTC, the conditions in the Order will prevail.

2. PRICE, PAYMENT, AND INSURANCE.

2.1. Each party shall bear their own bank charges. The date of payment shall be the date of funds withdrawal from the Company’s account or from a third-party executing payment on behalf of the Company.
2.2. Third-party payments on behalf of the Company are acceptable and shall be considered as made by the Company in fulfillment of its obligations hereunder. When making payments, the Company or a third party must reference the contract and invoice details.
2.3. Title over the Goods is transferred upon payment of 100% of the Goods’ value to the Seller unless otherwise agreed. If the Company or its bank fails to transfer funds in time, the Seller is entitled to suspend future deliveries, except in cases of Force Majeure or non-business days.
2.4. In case of loss or damage to the Goods during transport after the risk has passed to the Company, settlement shall be based on the Certificate of Weight and the terms herein.
2.5. Taxes, fees, duties, and similar charges imposed before delivery to the Company are payable by the Seller. Any taxes imposed after delivery are the responsibility of the Company.
2.6. In case of non-delivery due to the Seller’s fault, the Seller shall refund payments and reimburse documented expenses incurred by the Company.

3. GOODS

3.1. Loading of certain materials is strictly prohibited, including those contaminated by hazardous substances or radioactive materials.
3.2. The Goods must comply with international standards and be suitable for international air freight.
3.3. Goods are to be delivered ready for export without further manipulation.
3.4. Shipments must adhere to agreed-upon timelines, subject to pre-shipment inspection by the Company.
3.5. The Company reserves the right to inspect Goods before loading and cancel or stop shipment if there is a material difference in quality.
3.6. Delivery date is determined by the date of B/L issuance as per the Buyer’s instructions.

4. WARRANTIES

4.1. The Seller guarantees legal ownership of the Goods, absence of encumbrances, conformity with specifications, and compliance with statutory requirements.
4.2. Each party warrants its authority to enter into and perform under the Order.

5. THIRD PARTY RIGHTS.

5.1. The Seller warrants that the sale of Goods does not infringe on any third-party rights and indemnifies the Buyer against any claims arising thereof.
5.2. If Goods become subject to third-party claims, the Seller must obtain rights for the Buyer to use the Goods or modify/replace them to remove infringement.

6. CONFIDENTIALITY

6.1. Information acquired during the transaction shall be kept confidential, except as provided herein.
6.2. Disclosure may be made to affiliates, governmental agencies, contractors, and employees, subject to confidentiality obligations.
6.3. The confidentiality obligations survive termination of the Order for three years.

7. INSURANCE

The Seller must maintain insurance to cover its liability under the Order and provide evidence upon request.

8. FORCE MAJEURE

8.1. Neither party is liable for failure to perform due to events beyond their control, provided notice is given promptly.
8.2. If a Force Majeure event lasts more than 30 days, the affected party may cancel outstanding obligations.

9. ASSIGNMENT

Assignment of rights and obligations under the Order requires written consent from both parties.

10. NOTICES

Notices under the Order must be in writing and served according to specified methods.

11. GENERAL TERMS

11.1. The Buyer is not liable for indirect or consequential damages resulting from the performance or non-performance of obligations under the Order.
11.2. The Order is legally binding from the effective date until the Termination Date indicated.
11.3. Failure to enforce any provision does not waive the right to enforce it later.
11.4. Amendments to the Agreement must be in writing and signed by both parties.
11.5. INCOTERMS 2018 apply unless otherwise specified.
11.6. Bankruptcy or insolvency of the Seller may entitle the Buyer to terminate or suspend the Order.
11.7. Failure to enforce terms does not waive the right to enforce them later.
11.8. If any provision is held invalid, the remaining provisions remain valid.
11.9. Each party enters the Order relying only on expressly stated warranties.
11.10. No waiver, alteration, or modification is valid unless in writing and signed by both parties.

12. SETTLEMENT OF DISPUTES

12.1. Disputes shall be settled amicably through negotiation failure whereof by arbitration in accordance with the and governed by the law of the United Arab Emirates. All disputes and disagreements between the parties that may arise from the execution and/or performance of the agreement, liability for its violation, as well as on the other issues related to the agreement, the parties will seek to resolve in the pre-court settlement procedure. The term for responding to a claim shall be 20 (Twenty) business days following the date of its receipt by the addressee. If no agreement is reached in the pre-court settlement procedure, disputes and disagreements shall be considered and resolved through arbitration or by the competent state court.

12.2. Arbitration proceedings shall take place at London Court of international Arbitration – LCIA (UK). The language of the arbitration shall be English.
12.3. Parties may pursue legal action in competent courts if necessary.