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Terms & Conditions

Building Decoration Materials

GENERAL TERMS AND CONDITIONS OF SALE

1. Contract Supremacy

1.1 These Terms and Conditions shall exclusively govern all sales made by Building Decoration Materials ("Seller").
1.2 Any conflicting or additional terms from Buyer are hereby expressly rejected unless signed by Seller.
1.3 No modification shall be valid unless issued in writing and signed by Seller's authorized representative.

2. Prices & Adjustments

2.1 All prices are in USD unless otherwise stated.
2.2 Prices are based on agreed Incoterms (latest ICC edition).
2.3 Prices exclude duties, VAT, customs charges, demurrage, destination handling, and local taxes.
2.4 Seller reserves the right to adjust prices in case of:
    • Raw material price increase
    • Freight rate increase
    • Currency fluctuation exceeding ±3%
    • Governmental or regulatory changes
    • BOQ modification or variation
2.5 Any Variation Order (VO) must be confirmed in writing and may affect price and delivery time.

3. Payment Terms

3.1 Standard TT Terms
    • 30% non-refundable Down Payment upon contract signing.
    • 70% Balance after inspection and strictly before shipment.
    • Production starts only after receipt of 30% advance.
    • Goods shall not be released without full cleared payment.

3.2 Letter of Credit (LC) Terms
If payment of the 70% is by LC:
    • LC must be Irrevocable, Transferable, At Sight.
    • Issued and confirmed by a Prime International Bank acceptable to Seller.
    • LC must be payable at the Seller's bank counters.
    • Partial shipments and transshipment must be allowed.
    • LC validity minimum: 90–120 days.
    • All bank charges (issuing, confirming, advising, amendment, negotiation) are for the Buyer's account.
    • Any discrepancy caused by Buyer instructions shall be corrected at Buyer's expense.
The Seller may reject an LC that is non-compliant without liability.

4. Inspection & Acceptance

4.1 Inspection shall take place at the Seller's facility.
4.2 Buyer must complete inspection within 5 working days of notification.
4.3 Failure to inspect within the timeline = automatic acceptance.
4.4 Inspection does not delay payment obligation.

5. Delivery & Delay Protection

5.1 Delivery dates are estimates only.
5.2 Seller shall not be liable for delay due to:
    • Shipping line delays
    • Port congestion
    • Customs procedures
    • Political instability
    • Supply chain disruption
    • Force majeure
5.3 No penalty or liquidated damages shall apply unless expressly agreed in writing.

6. Title & Risk

6.1 Risk transfers as per agreed Incoterms.
6.2 Title remains with Seller until full payment is received.
6.3 Seller reserves the right to reclaim goods in case of non-payment.

7. Storage & Demurrage

7.1 If Buyer delays balance payment or shipment readiness:
    • Storage charges of 0.5% of the total contract value per week shall apply.
    • Any demurrage, detention, or warehouse fees are Buyer's responsibility.
    • After 90 days' delay, Seller may resell, providing email notice.

8. Late Payment

8.1 Late payments shall incur interest at 1.5% per month.
8.2 Buyer shall bear all legal and collection costs.

9. Custom & Project Goods

9.1 All custom-made or project-specific goods are:
    • Non-cancellable
    • Non-returnable
    • Non-refundable
9.2 Down payment is strictly non-refundable once the goods are under production.

10. Shop Drawings, Specifications & Buyer Approval

10.1 The Seller shall manufacture and supply the Goods strictly in accordance with:
    • Approved shop drawings,
    • Technical specifications,
    • Material samples,
    • Finishes schedules, and/or
    • Written instructions
provided and officially approved by the Buyer.
10.2 All shop drawings, technical submittals, and material approvals must be signed and stamped by the Buyer's authorized representative prior to commencement of production.
10.3 Production shall not commence until written approval is received. Any delay in approval shall automatically extend the delivery timeline without penalty to the Seller.
10.4 Any modification, revision, or change requested by the Buyer after approval shall constitute a Variation Order, and may result in:

    • Price adjustment
    • Delivery time extension
    • Additional material and labor charges
10.5 The Seller shall not be liable for:
    • Errors, omissions, or inconsistencies in drawings provided by the Buyer
    • Incorrect dimensions or site measurements provided by the Buyer
    • Design defects originating from Buyer instructions
10.6 Once shop drawings are approved in writing, the Buyer shall bear full responsibility for compliance with project requirements.

11. Warranty Limitation

11.1 Warranty limited to repair or replacement only.
11.2 Seller is not liable for:
    • Indirect damages
    • Consequential loss
    • Project delay penalties
    • Loss of profit
    • Third-party claims
11.3 Maximum liability shall not exceed the contract value of affected goods.

12. Force Majeure

Seller shall not be liable for events beyond reasonable control, including war, sanctions, pandemics, export restrictions, and raw material shortages.