STANDARD TERMS & CONDITIONS OF SUPPLY, HIRE, BROKERAGE & LOGISTICS
- Acceptance and Binding Effect
Any instruction, acceptance, confirmation, or payment made to FuelCore Investments
Namibia CC (“FuelCore”), whether by written signature, email, WhatsApp, SMS, verbal
instruction, or payment of any amount, constitutes full and unconditional acceptance
of these Terms and Conditions. These Terms override any terms contained in any
purchase order, RFQ, or correspondence issued by the client. - Entire Agreement
The agreement between FuelCore and the client consists only of FuelCore’s written
quotation, job instruction, and these Terms and Conditions. No representation,
promise, or understanding not reduced to writing and signed by a director of FuelCore
shall be binding. - Nature of Services
FuelCore provides logistics, transport, fuel supply, equipment rental, brokerage,
loading, handling, and operational support. FuelCore does not provide geological,
metallurgical, valuation, trading, or commercial outcome guarantees. - Measurement, Volume and Commercial Risk
Unless expressly agreed in writing, all quantities, volumes, tons, cubes, loads, and
hours are estimates only. Final billing shall be based on actual truck movements,
weighbridge data, loading counts, or FuelCore production records. FuelCore shall not
be responsible for density variations, cube-to-ton conversions, ore grades, moisture
content, stockpile shrinkage, or end-buyer measurements or acceptance. All
commercial volume and yield risk remains with the client.
Where a client instructs FuelCore to move a stated volume, that volume shall be
converted by FuelCore into legal truckloads based on statutory axle limits, payload
regulations, road law, and safety standards. The resulting number of legal loads shall
constitute the minimum billable quantity, even if the client, end buyer, or any third
party stops or accepts the project early. - Overloading and Illegal Instructions
The client may not instruct or permit overloading, unsafe loading, or unlawful payloads.
If such instructions occur, FuelCore may immediately suspend operations and invoice
all standing time, fuel, wear, and transport. All fines, penalties, mechanical failures, tyre
damage, drivetrain damage, road damage, loss of warranty, insurance repudiation, or
legal liability arising therefrom are for the client’s account. FuelCore may additionally
impose a contractual penalty of up to 100% of the contract value. - RFQs, Mobilisation and Early Termination
RFQs and volume requests are treated as commercial commitments. Once FuelCore
has mobilised equipment, trucks, fuel, or personnel, the client may not cancel or
suspend without paying all mobilisation, demobilisation, standing time, fuel,
committed rentals, and lost profit. - Payment Terms
New clients: 100% upfront.
Approved credit clients: 14 days.
FuelCore may suspend, withdraw, or immobilise any equipment or services if any
amount is overdue or in dispute. - No Guarantees of Ore, Yield or Sale
FuelCore does not guarantee ore grade, recovery, crushing output, buyer acceptance,
pricing, export clearance, or payability. FuelCore supplies logistics and brokerage only. - Border, Customs and Regulatory Risk
FuelCore is not responsible for border delays, customs inspections, port congestion,
clearing agent failures, demurrage, permits, or duties. All standing time and costs
remain billable. - Contractors and Third Parties
FuelCore may use subcontractors. FuelCore is not liable for their failure, delay, or error. - Standing Time and Site Delays
All time lost due to site conditions, crushers, buyers, weather, power outages, or border
issues remains billable. - Suspension for Non-Payment
FuelCore may stop or immobilise any equipment or services for non-payment or
disputes. Standing time continues to accrue. - Lien, Security and Retention of Interest
Until all amounts owing are paid, all material, ore, cargo, equipment, proceeds,
receivables, and contractual rights arising from the project are subject to FuelCore’s
general lien and security interest. - Direct Recovery from End Buyers
FuelCore may notify any buyer, smelter, trader, or off-taker of its interest and demand
direct payment of proceeds until FuelCore is paid in full. - Intermediaries and Bypass Protection
Where FuelCore supplies or brokers through a consultant or intermediary and the end
buyer knows of FuelCore’s involvement, FuelCore may bypass the intermediary and
claim payment directly if the intermediary fails to pay. - Insurance and Risk
FuelCore does not insure cargo, ore, or profits. All material is handled at the client’s risk.
All transport will fall under transporters GIT insurance. Client can request proof of GIT
from FuelCore. - Indemnity
The client indemnifies FuelCore against all claims, damages, fines, penalties, and
losses arising from the project, materials, site, buyers, or instructions. - Limitation of Liability
FuelCore’s liability is limited to the amount paid for the specific job. No liability for loss
of profit, delays, or buyer rejection. - Non-Circumvention
The client, intermediary, supplier, and any related party shall not directly or indirectly
bypass, avoid, or interfere with FuelCore in respect of any transaction, machine, buyer,
seller, mine, or project introduced or facilitated by FuelCore. Any breach entitles
FuelCore to recover its full lost profit, commission, or contract value as liquidated
damages. This may constitute a fine of up to N$ 3000 000 (Three Million Namibian
Dollars) or up to 100% of contract value. - Non-Disclosure
All pricing, contacts, contracts, technical data, and commercial arrangements
disclosed by FuelCore are confidential and may not be shared or used to compete with
or circumvent FuelCore. This may constitute a fine of up to N$ 3000 000 (Three Million
Namibian Dollars) or up to 100% of contract value. - Continuity of Equipment Engagement and Project Substitution
Where FuelCore introduces, sources, brokers, manages, controls, or places any
machine, truck, or item of equipment owned by a supplier and rented, operated, or
deployed through any consultant, broker, intermediary, trader, or client on a specific
project, such placement shall constitute a continuing commercial engagement and
not a once-off or project-limited transaction.
This engagement shall remain in force until all amounts owing to FuelCore, of
whatever nature and howsoever arising, have been paid in full, including but not
limited to rental, commission, profit share, fuel, standing time, penalties, or damages.
If at any time while any amount remains outstanding to FuelCore the project, site, end
client, or contracting entity is changed, substituted, or replaced, or the machine is
redeployed to any new mine, contractor, or buyer, then such new project, site, or end
client shall automatically and without further formality fall under the same
commercial terms, profit shares, margins, and revenue splits as applied to the
original engagement arranged or managed by FuelCore.
The movement or redeployment of the machine shall not constitute termination,
novation, cancellation, or replacement of the original agreement and shall not
release any party from its obligations to FuelCore.
All revenue, hire income, production income, or any other proceeds generated by the
machine on the new site or under the new project shall remain subject to FuelCore’s
financial interest, lien, security, and recovery rights until FuelCore has been paid in
full.
This clause shall bind the machine owner, consultant, intermediary, original client,
and any substituted or replacement end client, whether or not any new written
agreement is issued between them. No party may avoid, reduce, delay, or defeat
FuelCore’s entitlement by relocating the equipment or changing the contracting entity. - Governing Law and Jurisdiction
The laws of the Republic of Namibia govern these Terms. Jurisdiction is the High Court of
Namibia, Windhoek. - Website Incorporation
These Terms apply to all FuelCore work and are incorporated by reference at
www.fuelcore.com.na/terms. Acceptance of any FuelCore service constitutes
acceptance of these terms.