Commercial Terms of Service & Brokerage Mandate

1. Corporate Capacity & Regulatory Framework

These Commercial Terms of Service constitute a legally binding agreement between your organization ("Client", "Buyer", or "Principal") and Bulkliner International Commercial Brokerage L.L.C, registered under the Department of Economy and Tourism (DET) in Dubai, UAE, and its affiliated Free Zone logistics entity, Bulkliner International LLC, Sharjah Media City Free Zone (collectively, "Bulkliner Group").

Bulkliner Group operates as a licensed commercial broker and strategic procurement advisor under the Commercial Transactions Law of the United Arab Emirates (Federal Decree-Law No. 50 of 2022). Bulkliner acts to identify, vet, negotiate, and bridge commercial contracts directly between accredited international manufacturers and enterprise buyers.

2. Requisitions & Quotation Price Validity

All procurement inquiries submitted via our web portal, email, or direct messaging represent commercial requests for quotation (RFQ) and do not constitute binding sales offers until formalized into a signed Sales and Purchase Agreement (SPA) or Pro-Forma Invoice.

• Commodity Pricing Expiry: Due to continuous fluctuations in international raw material exchanges (e.g. London Metal Exchange, Platts, ICIS) and maritime freight rates, commodity price quotations (steel, copper, aluminium, resins) carry strict validity windows (typically 24 to 72 hours) unless hedged under a formal forward supply contract.
• Technical Specification Accuracy: The Client is solely responsible for providing complete and accurate technical drawings, Bill of Materials (BOM), CAD tolerances, and required testing standards (ASTM, EN, ISO, API).

3. Commercial Brokerage Mandate & Remuneration

When engaging Bulkliner Group under an exclusive or non-exclusive commercial brokerage mandate:

• Bulkliner discloses true factory-gate ex-works costs and transparently itemizes freight, insurance, and brokerage commissions.
• Brokerage remuneration is payable upon the execution of defined contract milestones (e.g. Letter of Credit issuance, successful Pre-Shipment Inspection release, or port bill of lading hand-off) as established in the definitive commercial mandate.
• Principals agree not to amend, dilute, or delay agreed brokerage fees once qualified suppliers are formally introduced.

4. Non-Circumvention & Non-Disclosure (NCNDA)

In consideration of Bulkliner Group introducing verified primary manufacturers, mills, and proprietary supply lanes:

• Covenant Period: For a period of twenty-four (24) months from the date of introduction, the Client covenants and agrees not to directly or indirectly solicit, negotiate, or execute commercial purchase contracts with any manufacturer introduced by Bulkliner Group without Bulkliner's prior written consent and inclusion in the commercial brokerage structure.
• Liquidated Damages: Any breach of this non-circumvention covenant entitles Bulkliner Group to recover its full standard brokerage commission on all transactions conducted with the circumvented manufacturer, alongside reasonable legal fees and injunctive relief.

5. Trade Banking Instruments & Payment Protocols

To eliminate credit and non-performance risk for both buyer and manufacturer, commercial transactions facilitated by Bulkliner are structured through recognized international trade banking instruments governed by the International Chamber of Commerce (ICC):

• Letters of Credit (LC): Governed by ICC Uniform Customs and Practice for Documentary Credits (UCP 600).
• Documentary Collections: Governed by ICC Uniform Rules for Collections (URC 522).
• Payment Tranches: Advance milestone payments are tied directly to third-party verification milestones, such as Golden Sample approval, raw material physical audit, and Clean Pre-Shipment Inspection (PSI) certificates.

6. Independent Quality Inspection & Acceptance

Unless explicitly waived in writing by the Client, all commercial bulk consignments and custom OEM production batches are subjected to mandatory independent inspection prior to factory dispatch or container sealing:

• Inspection is conducted by accredited third-party surveying agencies (e.g. SGS, Bureau Veritas, TÜV, or Alex Stewart) at the port of origin.
• Issuance of a clean Pre-Shipment Inspection (PSI) Certificate or Mill Test Certificate (MTC EN 10204 3.1/3.2) represents definitive proof of material conformity prior to bill of lading release.
• Any visible shipping or container damage incurred during maritime transit must be noted on the carrier delivery receipt and reported to the marine cargo insurance underwriter within seventy-two (72) hours of vessel discharge.

7. Incoterms 2020 & Maritime Risk Transfer

All delivery terms (FOB, CFR, CIF, DDP, DAP) are interpreted strictly according to ICC Incoterms 2020. Risk of loss or physical damage transfers from seller to buyer in accordance with the specified Incoterm. Where CIF or DDP terms are contracted, Bulkliner ensures cargo is protected by Institute Cargo Clauses (A) all-risks marine insurance for 110% of commercial invoice value.

8. Governing Law & Dispute Resolution

These Terms, commercial mandates, and any dispute arising from cross-border brokerage engagements shall be governed by and construed in accordance with the laws of the Emirate of Dubai and the federal laws of the United Arab Emirates.

The parties agree that any dispute, controversy, or claim shall first be submitted to good-faith executive mediation. If unresolved within thirty (30) calendar days, disputes shall be finally resolved through the jurisdiction of the Dubai Courts or, upon mutual written election, through arbitration administered by the Dubai International Arbitration Centre (DIAC) under its commercial rules.

9. Legal Contact & Brokerage Registry