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General Terms and Conditions of Purchase

These General Terms and Conditions of Purchase govern all purchases of Products by Voyager Trading Partners LLC (the "Buyer") from its Sellers, and apply to every Purchase Contract issued under this Agreement.

1. Definitions

For the purpose of this General Conditions, the words and expressions written in capital letters, if not defined elsewhere have the following meanings:

  1. "Affiliate" means a person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, another person.
  2. "Agreement" means the General Conditions, Purchase Contract, invoice, and any other documents issued hereunder, from time to time.
  3. "Authority" means any regulatory, administrative, intergovernmental, governmental, quasi-governmental, or supervisory body, or court or tribunal (including arbitral tribunal) or stock exchange.
  4. "Buyer" means Voyager Trading Partners LLC and/or any of its Affiliates.
  5. "Business Day" means a day when the banks in Mumbai, India are open for ordinary banking business.
  6. "Force Majeure" includes fire, hurricane, flood, pandemic, perils of the sea or other acts of God; labor dispute, strike, failure of usual sources of raw material, breakdown or failure of plant or equipment, including transportation facilities; war (whether declared or undeclared), riots, civil commotion, terrorism or sabotage, delay of carriers due to breakdown, arrest of any vessel or other transport mode, or adverse weather, embargoes or transport movement restrictions; any applicable foreign or domestic government regulation or order (including any sanctions or restrictions) whether or not it later proves to be invalid; import and export restrictions; or other contingency beyond the reasonable control of either parties.
  7. "Person" means any natural person, corporation, company, voluntary association, partnership, joint venture, trust (including a business trust), unincorporated organization, Authority, or any agency thereof.
  8. "Products" means the goods purchased by the Buyer from the Seller as per the Purchase Contract.
  9. "Purchase Contract" means an order confirmation issued by the Buyer to the Seller, setting out the description of Products, quality, quantity, price, payment terms, delivery terms, and other applicable terms.
  10. "Seller" means the Person to whom a Purchase Contract is issued by the Buyer for the purchase of the Products.
  11. "Sanction" means any sanction administered or enforced by any Authority including the U.S. Office of Foreign Assets Control, the U.S. Department of State, the U.S. Bureau of Industry and Security, the United Nations Security Council, the European Union, his Majesty's Treasury; or otherwise.
  12. "Sanctioned Person" means any Person that is subject to; or located in any jurisdiction that is the subject of any Sanction.
  13. "Tax" means a charge, deduction, duty (including stamp duty, financial institutions duty, transaction duty and bank account debit tax), fee, impost, levy, tax (including any consumption tax, goods and services tax and value added tax, transaction tax, indirect tax or sales tax) and withholdings (however it is described), that is imposed by law or by a government agency, together with any interest, penalties, fines and expenses in connection with any of them.

2. Scope of the Agreement

  1. The terms and conditions contained herein ("General Conditions") shall apply to all purchase of Products by the Buyer from the Seller. These General Conditions shall supersede all prior oral/written communications/discussions/quotations/agreements/understanding between the Seller and Buyer for purchase of Products. The Parties expressly exclude any of Seller's general terms and conditions contained in any sales contract or other document issued by Buyer. The Buyer shall have the right to amend these General Conditions of purchase from time to time. Deviation from these General Conditions of purchase requires the explicit written approval of the Buyer.
  2. In the event of any conflict between the terms of: (i) General Conditions or Purchase Contract and the terms of any sales contract or any other document issued by Seller, General Conditions / Purchase Contract shall prevail; and (ii) General Conditions and the Purchase Contract, the provisions of the Purchase Contract shall prevail.

3. Sale and Purchase of the Products

  1. The Buyer shall place orders for purchase of Products by placing an order to the Seller.
  2. Offers by the Seller are not binding. The Agreement shall be formed and become binding upon issuance of the Purchase Contract by the Buyer and the Seller's written acceptance thereof.
  3. A Purchase Contract may not be cancelled or modified by the Seller without the Buyer's prior written consent. The Buyer reserves the right to charge the Seller for all costs and expenses incurred in connection with any cancellation or modification requested by the Seller.
  4. The Buyer shall carry out the applicable onboarding and Know Your Customer checks as may be necessary, and the Seller agrees to provide requisite cooperation and support to the Buyer to complete such onboarding processes.

4. Title and Risk

  1. Risk of loss or damage to the Products shall pass to the Buyer upon loading of the Products onto carrier at the loading point unless agreed otherwise in the Purchase Contract.
  2. Title to the Product shall pass from the Seller to the Buyer upon receipt by the Seller of the full price for the Products.
  3. The Buyer shall, in the ordinary course of business, sell or otherwise dispose of the Products, provided that the Buyer complies with its obligations under the Agreement.

5. Delivery and Inspection

  1. The Products are to be delivered to the destination stated by the Buyer.
  2. The Buyer shall have the right to inspect all Products on or after the date of receipt and may reject all or any part of such Products if it determines the Products are non-conforming or defective. Buyer will use commercially reasonable efforts to provide Seller written notice of any defect or non-conformity within a reasonable time after inspection. Failure to give notice of any defect or non-conformity shall not affect any warranty or operate as acceptance of any Product with a latent defect.
  3. In the event any Products supplied by the Seller are defective, damaged, or otherwise non-conforming to the agreed specifications or terms, the Seller shall, at its sole cost and expense, promptly arrange for the pick-up and removal of such non-conforming Products from the Buyer's premises or any other location designated by the Buyer upon written notice, without prejudice to the Buyer's other rights and remedies under this Agreement or applicable law.

6. Payment Terms

  1. The Seller will issue an invoice for the Products at the prices and currency stated in the Purchase Contract.
  2. Unless agreed otherwise, Seller's price is exclusive of Taxes applicable in any jurisdiction levied in connection with the sale of Products.
  3. The Buyer shall pay the price of the Products on the terms as agreed in the Purchase Contract. Where the invoice due date is not a Business Day, then payment shall be due on the immediately next Business Day.

7. Hedging

Fixed price contracts may/will be hedged back on LME by the Buyer to avoid losses on account of fluctuations in prices prevailing at the time of booking versus prices prevailing at the time of receipt. In the event of any delay or cancellation of contracts arising due to the Seller's default or mistake, the Seller shall be liable to compensate the Buyer for any losses incurred on account of such hedging. This compensation obligation shall be in addition to, and not in substitution of, any compensation payable by the Seller on account of cancellation or delay under this Agreement or the applicable Purchase Contract.

8. Representations and Warranties

  1. The Seller represents, warrants and covenants, and shall be deemed to repeat and confirm the accuracy of the following representations and warranties on the date of each Purchase Contract issued under this Agreement, from time to time: (1) it is duly incorporated and validly existing under the laws of its jurisdiction in incorporation; (2) it is not insolvent and it has the necessary financial resources to perform its obligations in a timely manner and to maintain its business operations without interruption; (3) it holds all licenses and approvals and corporate authorizations to enter into and perform this Agreement and such other documents contemplated herein; (4) this Agreement when executed shall form its binding obligation enforceable in accordance with its terms; (5) the authorized representatives executing the Agreement have been duly authorized to bind the party; (6) it holds all permits, consents and governmental authorizations required to export the Products including applicable licenses to handle hazardous materials which will be prepared for shipment, loaded, shipped and unloaded in compliance with all applicable federal, state and local laws, rules and regulations regarding the handling and transportation of hazardous materials; (7) it and each of their respective directors, officers, agents, employees, and Affiliates are neither a Sanctioned Person nor in breach of any Sanctions or any applicable law; (8) there is no litigation, dispute or claim that is pending that can cause a material adverse effect on the business of the Seller; (9) it has good, valid and marketable title to the Products are free from defect, of merchantable quality and fit for the intended purpose, where applicable, along with being free from any liens and encumbrances and without infringing any third-party intellectual property rights whatsoever unless otherwise stated in the Purchase Contract; (10) it has necessary capability, experience and means to perform the obligations under this Agreement; and (11) the Seller maintain policies to ensure compliance with applicable anti-corruption and anti-money laundering laws.
  2. The Buyer represents and warrants that: (1) it possesses all right, power, authority, permissions and necessary approvals to enter under this Agreement; and (2) it possesses all right, power, authority, permissions and necessary approvals to enter under this Agreement.

9. Force Majeure

  1. Notwithstanding any other provisions in this Agreement, any non-performance, in whole or in part, by either party is excused if performance as agreed is hindered by occurrence of any Force Majeure event without any liability for loss, damage, costs, expense or claims for compensation against the other party.
  2. The Party affected by an excusable delay will promptly provide written notice to the other, explaining in detail the full particulars and expected duration of the excusable delay, and will use its best efforts to mitigate the effects of the delay and remedy the delay if it can be remedied, and the Purchase Contract in effect between Seller and the Buyer will be considered to be suspended.
  3. If the Force Majeure event continues for a period exceeding 30 consecutive days from the date of the written notice referred to in Clause (b) above, the Buyer shall have the right to terminate the Agreement (or the affected portion thereof) by providing written notice to the other Party, without liability to either Party; provided, however, that any amounts already paid in advance by Buyer for undelivered Products shall be refunded by the Seller in immediately available funds within two (2) days of the termination of the Agreement.

10. Compliance with Sanction and Export Regulations

  1. The Products will not directly or indirectly originate from, be provided by or be transported on a vessel, or with any carrier, owned, controlled, flagged or chartered by any country, person or entity that would cause Buyer, or any Affiliate of Buyer, to be in contravention of any applicable Sanction. Seller agrees to cooperate with Buyer's reasonable requests for information or documentation to verify compliance with this.
  2. The Seller will be considered the exporter of the Products and is solely responsible (at its own cost) for:
    1. securing all necessary licenses, consent of any government or local authorities and other required freight, transit and export documentation;
    2. obtaining export and customs clearances including payment of applicable customs or other export duties for clearance, acquisition or use of the Products by the Buyer; and
    3. arranging all documents in accordance with applicable Foreign Exchange Management guidelines; and
    4. complying with any other regulations, guidelines or applicable laws that are in force.

11. Indemnification

  1. The Seller agrees to indemnify, release, defend and hold harmless Buyer and its officers, shareholders, employees, agents and successors, on demand, and on a full indemnity basis, from and against any and all losses, claims, demands, suits, attachments, judgments, penalties, fines, liabilities, damages, costs and expenses (including reasonable attorneys' fees and costs of court) that may arise in connection with or result from or relate to:
    1. a breach by the Seller of any of its representations, warranties and/or obligations under the Agreement; and/or
    2. any third-party claims resulting from the Agreement or the handling, storage, processing or sale by Buyer of Products or other products manufactured using Products.
  2. An indemnity, reimbursement or similar obligation is a continuing obligation despite any intervening payment or settlement. It is not necessary for Buyer to incur expenses or make payment before enforcing a right of indemnity.

12. Termination

  1. If at any time:
    1. the Seller is in breach of the Agreement and where such breach is remediable, fails to remedy it within three (3) days from the date the breach occurs;
    2. Buyer reasonably believes Seller is insolvent (whether based on the reasonable belief by the Buyer that the Seller's liabilities exceed its assets; the existence of bankruptcy, assignment for the benefit of creditors, or other similar proceeding involving the Seller; a liquidation of a significant portion of the assets of the Seller; or otherwise); or
    3. a sale of a majority of the assets or a change of control of the ownership, of Seller occurs;
    then in each such case, the Buyer shall be entitled to suspend its obligations under the Agreement including but not limited to the purchase of the Products from the Seller, including under any Purchase Contract and/or any Products in transit, or suspend any further Purchase Contract, as the Buyer may deem fit at its option and in its discretion; and/or terminate the Agreement immediately by written notice to the Seller without any liability for any such termination.
  2. The Buyer shall also have the right to terminate this Agreement with written notice of 7 (seven) days to the Seller.
  3. Termination shall be without prejudice to all accrued rights and obligations hereunder between the Buyer and Seller.
  4. The provisions of Clauses 5, 6, 7, 8, 9, 10, 11, 12, 13, 14 and 15 shall survive any expiry or termination of the Agreement.

13. Limitation of Liability

  1. Neither party shall be liable for any indirect, consequential, special, incidental, punitive or exemplary damages, loss of profits, equipment downtime, injury to goodwill or reputation, loss of opportunities, or injury to persons or property regardless of the legal theory on which it may be based or where the other party has been advised of such possibility.
  2. Without prejudice to the foregoing, under no circumstances shall the Buyer's liability for purchase of Products arising out of or related to the Agreement, whether in contract, tort (including negligence and strict liability) or under any other theory of liability, exceeds the invoice value of the affected Purchase Contract.

14. Notices

  1. Any notice to be given or document to be delivered to either the Seller or Buyer pursuant to the Agreement will be sufficient if sent either by email or courier to the address of the intended recipient as stated in the Purchase Contract or to such address as the Seller and the Buyer from time to time notify each other as their respective addresses.
  2. Any notice required or permitted to be given hereunder shall be deemed to have been given for all purposes: (a) within 24 hours of an email having been sent unless a delivery failure message is received; (b) when, received, if hand-delivered or sent by a reputable international courier service, or (c) five (5) days after mailing, if mailed by first class certified or registered airmail, postage prepaid, return receipt requested.

15. Governing Law and Jurisdiction

  1. This Agreement is governed by English law, without reference to its conflict of laws.
  2. Any dispute, controversy, or claim arising out of or in connection with this Contract, including any question regarding its existence, validity, interpretation, performance, or termination, shall be subject to the exclusive jurisdiction of the Dubai International Financial Centre Courts ("DIFC Courts").
  3. The Parties irrevocably submit to the jurisdiction of the DIFC Courts and waive any objection to proceedings in such courts, including on the grounds of venue or forum non conveniens.
  4. The Parties agree that any judgment or order of the DIFC Courts shall be final and binding and may be enforced in any court of competent jurisdiction.
  5. The unsuccessful Party shall indemnify and reimburse the successful Party for all costs and expenses incurred in connection with any dispute, including legal fees, expert fees, court or tribunal costs, and the costs of enforcing any judgment or award.
  6. Nothing herein shall preclude the parties from exercising any statutory rights or avail of any statutory remedies as provided for under applicable law.

16. Miscellaneous

  1. Headings are inserted for convenience only and are not to be considered when interpreting the Agreement. Words in the singular meaning and include the plural and vice versa.
  2. The Seller may not assign its rights or delegate its performance under the Agreement without the prior written consent of the Buyer, and any attempted assignment or delegation without such consent will be void.
  3. The Agreement constitutes the whole agreement between the Parties as to the subject-matter hereof and no agreements, contracts, representations or warranties between the Parties other than those set out in the Agreement shall bind the Parties.
  4. The Agreement cannot be modified in any way except in writing.
  5. The Seller shall be solely liable to pay all stamp duty, cost of registration, transaction and other similar duties, Taxes and charges in relation to the Agreement, Purchase Contract, arbitral award and any document. The Seller hereby expressly waives all claims or defences against the Buyer related to deficient stamp duty paid on any document or claiming unenforceability of any document arising due to non-payment or deficient payment of stamp duty or Taxes in respect to such document.
  6. If any clause of the Agreement is held unenforceable by any court of competent jurisdiction, arbitration panel or other official finder of fact, the clause will be deleted from the Agreement, and the balance of this Agreement will remain in full force and effect.
  7. This Agreement will inure to the benefit of and be binding upon the Seller and the Buyer and their respective successors and assigns.
  8. The Seller shall keep the existence and terms of this Agreement including the transactions between the parties and any and all information received from the other as strictly confidential except and insofar as a disclosure will be reasonably required for the performance pursuant to the terms of the Agreement or will be required otherwise pursuant to any applicable law.
  9. The relationship of the parties shall be that of principals and neither this Agreement nor any conduct hereunder shall be deemed to create a relationship of employer-employee, partnership, agency, joint venture or any other common enterprise.
  10. The Seller shall execute and deliver any and all further documents and take all such further actions as may be required by the Seller to give full effect to the Purchase Contract hereunder.
  11. The waiver by the Buyer of a breach of the Agreement shall not operate, or be construed, as a waiver of any subsequent breach. All rights and remedies available hereunder to the Buyer are cumulative and not exclusive.
  12. The Buyer reserves the right to freely sell, transfer, or assign any invoice to any Person at its sole discretion, without requiring the prior consent of the Seller or any other party.