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Terms & Conditions

1. Scope of Agreement

These Terms & Conditions govern all offers, quotations, sales, and deliveries of commodities, fuels, and raw materials supplied by Nadmar to any buyer (“Client”).
By placing an order, the Client accepts these Terms in full.

2. Governing Framework

All transactions are governed by:

  • Incoterms® 2020 as published by the International Chamber of Commerce (ICC).

  • Applicable international trade laws, including export controls, maritime regulations, and customs laws.

  • The governing law specified in the final Sales & Purchase Agreement (“SPA”).

In the event of conflict, the SPA prevails.

3. Offers & Pricing

3.1 All quotations are non-binding until a written SPA is executed.
3.2 Prices are based on the agreed Incoterm (FOB, CIF, FCA, etc.) and valid only for the specified validity period.
3.3 Nadmar reserves the right to adjust pricing in the event of market fluctuations, changes in freight rates, or changes in government policies.

4. Orders & Documentation

4.1 Orders are confirmed only upon signing the SPA by both parties.
4.2 Required documentation may include:

  • Commercial Invoice

  • Packing List / Weight Certificate

  • Bill of Lading

  • Certificate of Origin

  • SGS/CIQ/Intertek Inspection Report

  • Export/Import Licenses (where applicable)

5. Product Quality & Inspection

5.1 Quality and specifications are as defined in the SPA.
5.2 Independent third-party inspection (SGS, CIQ, or Intertek) at the loading port is the standard proof of quality and quantity.
5.3 Any claim must be submitted in writing within 5 days of receipt of goods, supported by evidence from an accredited inspector.

6. Delivery & Risk Transfer

6.1 Delivery terms follow Incoterms® 2020.
6.2 Risk transfers to the Client at the point defined by the agreed Incoterm:

  • FOB: upon loading on vessel.

  • CIF: upon loading; insurance provided to destination port.

  • FCA: upon handover to carrier.
    6.3 Nadmar is not liable for delays caused by shipping lines, customs authorities, port congestion, or force majeure.

7. Payment Terms

7.1 Payments must be made according to the SPA (LC, SBLC, TT, BG).
7.2 Failure to pay on time entitles Nadmar to:

  • suspend deliveries,

  • charge interest on overdue amounts,

  • terminate the contract without liability.

8. Compliance & Sanctions

The Client warrants that:

  • They are not subject to international sanctions (OFAC, EU, UN, UK).

  • Goods will not be re-exported to sanctioned jurisdictions.

  • They will comply with all export control, anti-bribery, and anti-money laundering laws (FCPA, U.K. Bribery Act).

Nadmar may cancel any transaction that violates compliance regulations.

9. Liability

9.1 Nadmar’s liability is strictly limited to the value of the contracted goods.
9.2 Nadmar is not liable for:

  • indirect or consequential losses,

  • loss of profits,

  • demurrage or port storage fees unless caused by Nadmar’s proven negligence.
    9.3 Force majeure events release both parties from liability.

10. Termination

Nadmar may terminate the SPA if:

  • the Client fails to pay,

  • the Client breaches compliance laws,

  • the Client becomes insolvent,

  • force majeure persists beyond 30 days.

11. Confidentiality

All commercial information, pricing, and documentation exchanged between Nadmar and the Client must remain confidential unless required by law.

12. Dispute Resolution

Disputes shall be resolved through:

  1. Good-faith negotiation, and if unresolved,

  2. International arbitration under ICC Rules or another forum specified in the SPA.

The arbitration award is final and binding.

13. Amendment

Nadmar may update these Terms at any time. Updated versions apply to any transaction initiated after the revision date.

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