TERMS & CONDITIONS OF TRADE

1 Scope & Applicability of Trading Terms

These Terms and Conditions (“Terms”) govern all export sales, import transactions, freight carriage arrangements, brokerage services, and merchandise procurement executed between IndoBay Global Trade Ltd. (“IndoBay”, “Company”, “Seller” or “We”) and any purchaser, importer, enterprise distributor, or consignee (“Buyer” or “Client”).

By requesting a Request for Quotation (RFQ), accepting a Proforma Invoice, establishing an Irrevocable Letter of Credit, or issuing a formal Purchase Order (PO), the Buyer explicitly agrees to be bound by these Terms to the exclusion of any conflicting buyer terms, unless expressly agreed in a written agreement signed by an authorized Director of IndoBay Global Trade Ltd.

2 Quotations, Proforma Invoices & Orders

All official quotations issued by our commercial desk are valid for a period of fourteen (14) calendar days from issuance date, subject to sudden fluctuations in global commodity markets, ocean freight spot rates, bunker adjustment factors (BAF), currency exchange parity, or port surcharge revisions.

• Proforma Invoice Confirmation: A contract is deemed legally executed only upon bilateral countersigning of IndoBay's official Proforma Invoice (PI) and fulfillment of advance payment or confirmation of a verified Letter of Credit.
• Order Amendments: Any modification to commodity grade, destination port, packaging specification, or shipping schedule must be submitted in writing at least twenty-one (21) days prior to the designated vessel laycan.
• Minimum Order Quantities (MOQ): All orders must conform to the established containerized (FCL) or breakbulk parcel thresholds stated in the catalog.

3 Incoterms 2020 & Transfer of Risk

Unless otherwise stipulated in the written commercial agreement, all international sales are interpreted under the authoritative guidelines of the International Chamber of Commerce (ICC) Incoterms® 2020.

4 Quality Standards, Phytosanitary & SGS Inspections

IndoBay maintains rigorous origin procurement protocols adhering to global compliance benchmarks including ISO 9001:2015, HACCP, USDA Organic, and ASTA cleanliness specifications.

• Pre-Shipment Inspection (PSI): Unless waived by Buyer, all export consignments undergo third-party quality, weight, and grade verification by an internationally recognized testing authority (e.g., SGS, Bureau Veritas, or Alex Stewart International) at the origin loading port.
• Phytosanitary & Health Certificates: Agricultural perishables and commodities are dispatched with valid Government Phytosanitary Certificates, Non-GMO declarations, and Fumigation Certificates.
• Finality of Certificates: Pre-shipment certificates issued by the designated inspection agency at loading port shall be final and binding on both parties regarding specifications, moisture levels, purity, and gross/tare weights.

5 Commercial Payment Terms & Letters of Credit

International trade transactions are settled through tier-one international banking corridors using established trade finance mechanisms:

• Irrevocable Confirmed Letter of Credit (LC): Payable 100% at sight against presenting clean shipping documents (Full set 3/3 Bill of Lading, Commercial Invoice, Packing List, Certificate of Origin, Inspection Certificate). Must be issued or confirmed by a top-50 prime international bank.
• Telegraphic Transfer (T/T Wire): Standard terms require 30% advance deposit upon Proforma Invoice confirmation, with the balance 70% payable against scanned copies of shipping documents prior to original BL surrender.
• Hedging & Exchange Volatility: Quotations rendered in USD, EUR, or GBP are hedged; in the event of extreme sovereign currency restrictions, alternative settlement channels shall be designated by mutual written consent.

6 Shipping Logistics, Vessel Laycan, Demurrage & Force Majeure

Vessel laycan dates and container transit timelines provided in proforma documents represent good-faith estimates based on scheduled shipping line allocations.

Force Majeure: Neither party shall be held liable for failure or delay in performance resulting from causes beyond reasonable commercial control, including but not limited to: acts of God, maritime perils, typhoons, armed conflicts, port lockouts, blockades, sovereign embargoes, epidemics, or canal closures. In such event, shipping schedules shall be extended by the duration of the disruptive occurrence.

7 Quality Claims, Notice Deadlines & Dispute Resolution

In the unlikely event of physical non-conformity or transit loss:

• Notification Window: Any claim regarding exterior packaging damage must be registered on the delivery receipt immediately upon container destuffing. Quality claims must be lodged within ten (10) calendar days of vessel discharge at destination.
• Independent Joint Survey: Claims must be accompanied by an official Joint Survey Report conducted by an internationally accredited independent surveyor (e.g. SGS / Lloyd's Agent) commissioned at Buyer's initial expense.
• International Arbitration: Any dispute, controversy, or claim arising out of or relating to commercial contracts that cannot be amicably settled within thirty (30) days shall be submitted to binding international arbitration administered under the Arbitration Rules of the International Chamber of Commerce (ICC) or the Singapore International Arbitration Centre (SIAC). The arbitration language shall be English.

8 Marine Insurance & Limitation of Liability

For CIF shipments, IndoBay procures comprehensive Marine Cargo Insurance with first-class international underwriters conforming to Institute Cargo Clauses (A) or (C) for 110% of the invoice CIF value.

To the maximum extent permitted by applicable maritime law, IndoBay's aggregate financial liability for any breach, negligence, or contract default shall under no circumstances exceed the actual net FOB invoice value of the affected shipment lot. IndoBay shall not be liable for indirect, consequential, punitive, or loss-of-profit damages.

9 International Sanctions & Trade Compliance

The Buyer warrants that neither its enterprise, nor its ultimate consignees, financial intermediaries, or beneficial owners are subject to international sanctions, asset freezes, or trade embargoes administered by the United Nations, European Union, United States OFAC, or maritime regulatory authorities. IndoBay reserves the unilateral right to cancel any transaction without liability should sanction violations arise.

10 Official Notices & Legal Desk Contact

All formal commercial notices, contract disputes, and official communications must be delivered in writing to IndoBay's Corporate Trade Desk: