Trade terms

These terms govern any quotation, offer, sale, or supply of precious metals, base metals, petroleum products, or industrial chemicals by Nauteda BV ("Nauteda") to a trade partner ("Partner"). They are written for businesses; we trade with companies, not consumers, and consumer-protection law does not apply.

1. Who we are

Nauteda BV, Waaier 32, 2451 VW Leimuiden, The Netherlands. Dutch Chamber of Commerce (KVK) 91791448, VAT NL865772162B01.

2. How a contract forms

An offer sent by email or discussed on a call is an invitation to treat, not a binding offer. A binding contract forms only once both parties sign a written draft contract setting out product, quantity, price, and delivery terms. Nothing said in correspondence or in a video call overrides the signed contract.

3. Prices, currency, and taxes

Prices are quoted per contract and are exclusive of value added tax and of any duties, customs charges, or fees outside the scope of the agreed Incoterm. Local taxes at the destination are the Partner's responsibility.

4. Incoterms

Unless the contract states otherwise, the agreed Incoterm is CIF (Cost, Insurance, Freight) or FOB (Free on Board), per Incoterms 2020. The contract identifies the named port and, where relevant, the carrier. Risk and cost transfer according to the Incoterm chosen.

5. Delivery, documentation, and payment

Loading and delivery follow the laycan and port details confirmed in the signed contract. Vessel documentation (fixture, Q88, and CPA/TCP) is exchanged between the parties ahead of loading, and payment is made by bank-to-bank wire transfer as stipulated in that contract.

6. Quality and inspection

Each shipment is accompanied by a certificate of analysis or quality from an independent inspector. The Partner has fourteen calendar days from delivery to inspect the goods and notify Nauteda in writing of any defect or non-conformity; after that period the goods are deemed accepted, save for hidden defects not reasonably discoverable on inspection.

Where a defect is established and not caused by the Partner's handling or storage, Nauteda will at its option replace the goods, refund the price, or issue a credit note of equivalent value. This is the Partner's sole remedy in respect of quality.

7. Limitation of liability

Nauteda's total liability for any claim arising out of or in connection with a contract under these terms is limited to the value of that contract. Nauteda is not liable for loss of profit, loss of business, loss of contract, or any indirect or consequential loss.

Nothing in these terms excludes liability for fraud, for death or personal injury caused by negligence, or for any other liability that cannot lawfully be excluded.

8. Force majeure

Neither party is liable for failure to perform caused by an event reasonably outside its control, including port closure, government action, war, or pandemic. The affected party will notify the other in writing as soon as practicable and use reasonable efforts to mitigate. If the event persists for more than ninety days, either party may terminate the affected contract without further liability.

9. Confidentiality

Each party will treat as confidential any non-public information disclosed by the other in the course of negotiating or performing a contract. This obligation survives termination for three years and does not apply to information that is or becomes public other than through a breach of this clause.

10. Governing law and jurisdiction

These terms and any contract formed under them are governed by the laws of the Netherlands, to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (Vienna Convention 1980). Any dispute that cannot be resolved by direct negotiation will be submitted to the exclusive jurisdiction of the courts of Amsterdam, the Netherlands.

11. Language

These terms are published in English. In the event of any translation, the English version prevails.

12. Changes

We may amend these terms from time to time. The "last reviewed" date at the top is the change marker. Amendments apply to contracts signed after the date of amendment; contracts already signed are governed by the terms current at the date of signature.

13. Contact

Nauteda BV
Waaier 32, 2451 VW Leimuiden, The Netherlands
info@nauteda.com