Effective Date: 01.12.2024
Welcome to Brightway Goods Wholesalers L.L.C. (“Company,” “we,” “our,” or “us”). These Terms of Service (“Terms”) govern your access to and use of our commodities trading services, website, and any related applications (collectively, the “Services”). By accessing or using the Services, you agree to be bound by these Terms.
If you do not agree to these Terms, you may not use the Services.
1. Eligibility
1.1. You must be at least 18 years old and have the legal capacity to enter into a binding contract to use our Services.
1.2. By using the Services, you represent and warrant that you comply with all applicable laws and regulations, including those related to commodities trading and financial services in Dubai and the United Arab Emirates (UAE).
1.3. The Services are not available in jurisdictions where commodities trading is prohibited or restricted by local laws.
2. Registration and Account
2.1. To use certain features of the Services, you may be required to create an account. You are responsible for maintaining the confidentiality of your account credentials and for all activities conducted through your account.
2.2. You agree to provide accurate and complete information when creating your account and to update it promptly as necessary.
2.3. The Company reserves the right to reject or suspend accounts at its discretion for any violation of these Terms or applicable laws.
3. Use of Services
3.1. You agree to use the Services solely for lawful purposes and in accordance with these Terms.
3.2. Unauthorized use of the Services, including but not limited to fraud, manipulation, or unauthorized access to our systems, is strictly prohibited.
3.3. The Company reserves the right to restrict, suspend, or terminate your access to the Services at its sole discretion for violations of these Terms or applicable laws.
3.4. You are responsible for all costs associated with accessing and using the Services, including but not limited to internet fees and data charges.
4. Risk Disclosure
4.1. Commodities trading involves significant financial risk, and prices can fluctuate based on market conditions. You acknowledge and agree that:
(a) You understand the risks involved in commodities trading. (b) You are solely responsible for your trading decisions and outcomes. (c) The Company does not provide investment advice or guarantees of profit.
4.2. Past performance is not indicative of future results.
4.3. You understand that market conditions can result in the loss of your entire investment.
5. Fees and Payments
5.1. The Company may charge fees for certain Services. Details of applicable fees will be disclosed before you engage in any transaction.
5.2. All payments must be made in the currency specified by the Company and in compliance with applicable regulations.
5.3. You are responsible for all taxes, duties, and fees associated with your use of the Services.
5.4. Late payments may be subject to interest charges at the maximum rate permitted by law.
5.5. The Company reserves the right to change its fee structure with 30 days’ notice.
6. Delivery Terms
6.1. The Goods will be delivered within a reasonable time after the receipt of Buyer’s purchase order, subject to availability of finished Goods. Seller shall not be liable for any delays, loss, or damage in transit or for any other direct, indirect, or consequential damages due to delays, including without limitation, loss of use.
6.2. Legal title and risk of loss in the Goods pass to Buyer upon delivery at Seller’s designated shipment point or as otherwise specified in the purchase order. Beneficial ownership will not pass to Buyer until the Seller has received full payment of the purchase price.
6.3. For Goods crossing international borders, Delivered Duty Paid (DDP) INCOTERMS 2000 shall apply unless otherwise specified in the relevant agreement.
6.4. Partial shipments are permitted unless explicitly prohibited in the purchase agreement.
7. Inspection and Rejection of Nonconforming Goods
7.1. Buyer shall inspect the Goods within 10 business days of receipt (the “Inspection Period”). Buyer will be deemed to have accepted the Goods unless it notifies Seller in writing of any nonconforming Goods during the Inspection Period and furnishes such written evidence or other documentation as required by Seller.
7.2. If Buyer notifies Seller in writing of any nonconforming Goods within the Inspection Period, Seller shall, in its sole discretion, either replace such nonconforming Goods with conforming Goods or refund the purchase price.
7.3. In case of latent defects, Buyer shall have 14 days from discovery to notify Seller and seek remedies.
7.4. Nonconforming Goods must be returned to Seller at Buyer’s expense unless otherwise agreed.
8. Buyer and Seller Responsibilities
8.1. Buyer shall be responsible for correctly specifying and advising Seller of its requirements for the Goods, including, where applicable, design specifications, and is responsible for any discrepancies, errors, or omissions in drawings, documentation, or other information supplied in writing by it.
8.2. Buyer shall ensure that its premises are safe and suitable for the installation and operation of the Goods or performance of any associated services.
8.3. If Seller is performing installation, oversight, or commissioning services, Buyer shall provide Seller, at Buyer’s cost, with such assistance as is reasonably necessary to facilitate such work.
8.4. Buyer shall indemnify Seller against any damages, losses, or liabilities resulting from Buyer’s failure to comply with these responsibilities.
9. Limited Warranty
9.1. Seller warrants to Buyer that for a period of twelve months from the date of delivery, the Goods manufactured by Seller will conform to Seller’s specifications and be free from material defects in material and workmanship.
9.2. In the event of a warranty claim, Seller shall, at its option, repair, replace, or refund the purchase price of the defective Goods.
9.3. Warranty obligations do not apply if defects arise from Buyer’s misuse, neglect, or unauthorized modifications.
9.4. Any warranty provided herein is exclusive and replaces any other implied or statutory warranties.
10. Limitation of Liability
10.1. To the fullest extent permitted by law, the Company shall not be liable for any direct, indirect, incidental, special, or consequential damages arising out of or in connection with your use of the Services or Goods.
10.2. Seller’s maximum aggregate liability will be limited to the amount paid to Seller for the Goods or Services provided under this Agreement.
10.3. Buyer agrees to indemnify and hold the Company harmless from any claims arising due to Buyer’s use or resale of the Goods.
10.4. This limitation of liability extends to third-party claims.
11. Confidentiality
11.1. Any proprietary or confidential information disclosed by Seller to Buyer shall not be used or disclosed without Seller’s prior written consent.
11.2. Seller shall not disclose information about its business relationship with Buyer for promotional purposes without Buyer’s written approval.
11.3. Confidentiality obligations shall survive the termination of this Agreement.
12. Export Compliance
12.1. Buyer agrees to comply with all applicable export control laws and regulations, including obtaining all necessary export licenses or permits.
12.2. Seller will not be liable for delays caused by compliance with such laws or regulations.
12.3. Buyer shall indemnify Seller for any penalties or damages arising from non-compliance with export regulations.
13. Force Majeure
13.1. Neither party shall be liable for failure to perform its obligations under these Terms due to events beyond its reasonable control, including but not limited to natural disasters, acts of war, or government actions.
13.2. If the force majeure event persists for more than 30 days, either party may terminate the agreement upon written notice.
13.3. Affected parties must make reasonable efforts to mitigate the effects of the force majeure event.
14. Governing Law and Dispute Resolution
14.1. These Terms are governed by the laws of the Emirate of Dubai and the applicable federal laws of the UAE.
14.2. Any disputes arising out of or in connection with these Terms shall be subject to the exclusive jurisdiction of the courts of Dubai.
14.3. For Sellers outside the GCC, disputes may be referred to arbitration under the DIFC-LCIA Arbitration Centre rules.
15. Modifications
15.1. The Company reserves the right to update or modify these Terms at any time. Changes will be effective upon posting to our website, and your continued use of the Services constitutes acceptance of the updated Terms.
15.2. Material changes will be communicated to users at least 30 days before they take effect.
16. Severability
16.1. If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
16.2. Invalid provisions shall be modified to the minimum extent necessary to make them enforceable.
17. Entire Agreement
17.1. These Terms, along with any referenced agreements or policies, constitute the entire agreement between the parties and supersede all prior agreements.