Applicability of GTCs

These General Terms and Conditions ("GTCs") apply to all contracts concerning the sale and purchase of non-ferrous metals between ORB and its counterparties. These GTCs, in conjunction with the Contract Confirmation, form the full contractual agreement. Should any inconsistencies arise, the Contract Confirmation will take precedence. ORB is committed to maintaining compliance with international trade standards, including the UK-EU Trade Cooperation Agreement (TCA), WTO guidelines, and the latest OECD practices, ensuring our operations align with global regulatory frameworks.

Delivery

ORB ensures delivery in accordance with the agreed Incoterm (e.g., FOB, CIF, DDP), determining the responsibilities for costs, risks, and logistics. Our commitment to efficiency includes compliance with new EU customs protocols and post-Brexit VAT requirements, ensuring smooth cross-border transactions.

Should the Buyer fail to take timely delivery, ORB reserves the right to impose additional charges or delay subsequent deliveries. This forward-looking approach ensures flexibility while maintaining the integrity of our supply chain.

Risk and Title

Risk of loss or damage to the metals passes to the Buyer upon delivery, in line with the chosen Incoterm. Title to the metals transfers upon full payment, in accordance with Article 7 of the United Nations Convention on Contracts for the International Sale of Goods (CISG). ORB's adherence to these established conventions ensures legal certainty and clarity in all international transactions.

Weight and Quality Claims

Any claims related to discrepancies in weight or quality must be submitted within 30 days of delivery. Disputes will be handled by independent certified assessors adhering to ISO 17025:2017 standards for laboratory competence, ensuring that both parties can rely on transparent, internationally recognized procedures.

ORB remains committed to delivering metals that meet rigorous quality certifications, including ISO 9001:2015, and ensures that weight is accurately documented in shipping documents. Any contested measurements will be resolved through certified weight surveyors.

Contract Price

The contract price will be calculated based on the agreed terms in the Contract Confirmation, adjusted for final weight and quality as verified by the independent assessment. ORB adheres to OECD Fair Trade Practices to ensure that all pricing is transparent and competitive. In cases where final pricing cannot be determined at delivery, provisional invoices may be issued, with settlements made once exact figures are finalized.

Payment

Payments must be made in the agreed currency without any deductions unless otherwise explicitly agreed. ORB complies with the latest EU Payment Services Directive (PSD2), ensuring secure and efficient cross-border electronic payments. Late payments will incur interest charges, calculated at 4% above the applicable SOFR (Secured Overnight Financing Rate) or the relevant national rate, ensuring prompt settlements in line with market practices.

Taxes and Tariffs

ORB complies with the latest WTO Tariff Rate Quota (TRQ) regulations and any applicable bilateral trade agreements. Taxes imposed in the country of origin will be borne by ORB, while taxes in the country of destination will be the Buyer's responsibility unless otherwise agreed in writing. Our operations ensure compliance with all international tax and tariff regulations to guarantee smooth transactions.

VAT, GST, or Other Indirect Taxes

Prices are exclusive of VAT, GST, or other indirect taxes unless otherwise specified. ORB participates in the EU VAT One-Stop-Shop (OSS) scheme for intra-EU transactions, ensuring efficient and simplified handling of VAT for cross-border operations.

Licenses

Both ORB and the Buyer are responsible for obtaining and maintaining any necessary import or export licenses required for the trade of non-ferrous metals. Compliance with EU Dual-Use Regulations and other international licensing requirements ensures our adherence to global best practices in the metals trade.

Insurance

The party responsible, as defined by the agreed Incoterm, must insure the goods for their full value plus 10%, in accordance with the latest Institute Cargo Clauses A (All Risks). This ensures comprehensive coverage for the transportation and delivery of non-ferrous metals, safeguarding both parties against unforeseen risks.

Force Majeure

In the event of a force majeure, such as natural disasters, government actions, or other events beyond either party’s control, performance will be suspended. Notification must be given promptly, and after 90 days of continued suspension, either party may terminate the contract without further liability. ORB adheres to ICC Force Majeure Clauses 2020, ensuring global standards for managing unforeseen disruptions.

Default and Remedies

In the event of default, the non-defaulting party has the right to suspend performance, terminate the contract, or withhold payments. All actions align with UCC (Uniform Commercial Code) principles governing international sales contracts, ensuring legal clarity and recourse for both parties.