Terms of Trade

Article 1 — Definitions

In these Terms of Trade, the following definitions apply unless the context otherwise requires:

• "Stratos" means Stratos Dynamics, acting in its capacity as trade facilitator and intermediary.
• "Seller" means the party identified as seller in the relevant SPA, being the verified producer, owner, or mandated seller of the commodity.
• "Buyer" means the party identified as buyer in the relevant SPA, being the verified end-user, importer, or mandated buyer of the commodity.
• "SPA" means the Sales and Purchase Agreement executed between Seller and Buyer for a specific commodity transaction, incorporating these Terms by reference.
• "Commodity" means the physical goods described in the SPA, including their specification, grade, and origin.
• "L/C" means an irrevocable documentary Letter of Credit issued by the Buyer's bank via SWIFT MT700, subject to UCP 600.
• "NIC" means the Nominated Inspection Company — SGS S.A. or Bureau Veritas — appointed pursuant to the SPA.
• "Incoterm" means the delivery term from ICC Incoterms® 2020 specified in the SPA.
• "Loading Date" means the on-board date as shown on the Bill of Lading.
• "UCP 600" means the Uniform Customs and Practice for Documentary Credits, ICC Publication No. 600 (2007 Revision).

Article 2 — Scope and Application

2.1 — Facilitation RoleStratos acts exclusively as a facilitator and intermediary. Stratos is not a party to the SPA between Seller and Buyer, is not a buyer or seller of commodities on its own account, and does not hold title to any commodity at any stage of a transaction unless otherwise expressly agreed in writing.

2.2 — IncorporationThese Terms of Trade are incorporated by reference into every SPA facilitated by Stratos. Execution of an SPA through Stratos constitutes acceptance of these Terms by both Seller and Buyer.

2.3 — Order of PrecedenceIn the event of any inconsistency between these Terms and the SPA, the specific terms of the SPA shall prevail to the extent of the inconsistency.

Article 3 — Offer, Acceptance and Contract Formation

3.1 — Offer ProcessThe transaction process commences with the Buyer's submission of an Irrevocable Corporate Purchase Order (ICPO), followed by the Seller's issuance of a Soft Corporate Offer (SCO) and subsequently a Full Corporate Offer (FCO). The FCO, when countersigned by the Buyer within its stated validity period, creates a pre-contractual obligation to proceed to SPA execution.

3.2 — Binding ContractA binding contract between Seller and Buyer is formed only upon execution of the SPA by duly authorised representatives of both parties. No prior correspondence — including the ICPO, SCO, FCO, or any email exchange — constitutes a binding contract.

3.3 — Completeness of SPAThe SPA, together with its schedules (specification schedule, document schedule, and fee schedule), constitutes the entire agreement between Seller and Buyer in respect of the relevant transaction and supersedes all prior representations, negotiations, and understandings.

Article 4 — Price and Payment

4.1 — PriceThe contract price is denominated in United States Dollars (USD) per metric tonne (MT) unless otherwise specified in the SPA. The price basis (fixed, floating, indexed) and any applicable premium or discount are defined in the SPA.

4.2 — Payment InstrumentPayment shall be made by irrevocable, confirmed Documentary Letter of Credit issued by a SWIFT-member commercial bank of acceptable rating, transmitted via SWIFT MT700, and subject to UCP 600 (ICC 2007). The L/C must be operative before product is allocated or loading commences. No alternative payment instrument is accepted without Stratos's prior written consent and the Seller's express agreement.

4.3 — L/C ValidityThe L/C must remain valid for a minimum of thirty (30) calendar days beyond the latest shipment date specified in the SPA. The presentation period shall be twenty-one (21) calendar days from the Bill of Lading date, unless otherwise specified in the L/C (subject to UCP 600 Article 14c).

4.4 — Payment on Complying PresentationPayment under the L/C shall be made upon presentation of complying documents as defined in UCP 600 Article 14. The issuing bank's obligation to honour is unconditional upon receipt of a complying presentation (UCP 600 Article 7).

4.5 — Facilitation FeeStratos's facilitation fee is specified in the Fee Schedule attached to the SPA. Facilitation fees are payable from transaction proceeds upon successful L/C negotiation and are protected by the NCNDA/IMFPA executed by both parties.

Article 5 — Delivery, Risk and Title

5.1 — Delivery TermsDelivery shall be made in accordance with the Incoterm specified in the SPA, as defined by ICC Incoterms® 2020. The Incoterm governs the point of risk transfer, the allocation of freight and insurance costs, and export/import clearance obligations between the parties.

5.2 — Title TransferTitle to the Commodity passes from Seller to Buyer at the same point as risk transfers under the applicable Incoterm, subject to the Seller having received payment (or an operative L/C in favour of Seller) in accordance with Article 4.

5.3 — Quantity ToleranceUnless otherwise specified in the SPA, a quantity tolerance of plus or minus five percent (±5%) at the Seller's option shall apply to the contracted quantity. The invoice value shall be adjusted pro-rata for any quantity variance within tolerance. Quantities falling outside the stated tolerance require prior written agreement.

Article 6 — Inspection and Quality

6.1 — Pre-Shipment InspectionAll Commodities facilitated by Stratos are subject to pre-shipment inspection by the NIC (SGS S.A. or Bureau Veritas) at the loading facility, covering quality analysis, weight determination, and (for metallic commodities) radiation clearance.

6.2 — Binding InspectionUnless the SPA specifies otherwise, the NIC's Certificate of Quality (COQ) and Certificate of Weight (COW) shall be final and binding on both parties for the purpose of L/C document presentation and settlement. The NIC acts as an independent expert and not as an arbitrator.

6.3 — RejectionA Buyer may not reject a consignment based solely on the Buyer's own quality assessment where a valid NIC COQ has been issued confirming compliance with SPA specifications. Disputes regarding NIC findings shall be referred to a second agreed inspection at a mutually appointed laboratory, whose findings shall be final and binding.

6.4 — Documents as ConditionThe Seller's right to payment is conditional upon presentation of all documents listed in the L/C document schedule in conforming form within the presentation period. Presentation of non-conforming documents shall entitle the bank to refuse under UCP 600 Article 16, without prejudice to the Seller's right to cure within the remaining credit validity.

Article 7 — Force Majeure

7.1 — DefinitionA party shall not be liable for delay or non-performance of its obligations under the SPA to the extent caused by a Force Majeure Event, meaning circumstances beyond that party's reasonable control, including but not limited to: acts of God, natural disasters, war, civil unrest, government action (including export/import prohibition), strikes, fire, flood, or pandemic.

7.2 — NotificationThe affected party shall notify the other party in writing within five (5) business days of the onset of the Force Majeure Event, identifying the event and its expected duration. Failure to notify shall disentitle the affected party from relying on this Article.

7.3 — Duration and TerminationIf a Force Majeure Event continues for more than thirty (30) calendar days, either party may terminate the SPA by written notice without liability, save that payment obligations accrued prior to the Force Majeure Event remain enforceable.

Article 8 — Sanctions and Export Control Compliance

8.1 — General ComplianceBoth Seller and Buyer represent and warrant that neither party, nor any of their directors, officers, or beneficial owners, is subject to sanctions imposed by the US Office of Foreign Assets Control (OFAC), the European Union, the United Nations Security Council, or HM Treasury (OFSI).

8.2 — Ongoing ObligationBoth parties undertake to notify Stratos immediately if any representation under Article 8.1 ceases to be accurate during the term of the SPA. Stratos reserves the right to suspend or terminate facilitation services without liability if any party becomes the subject of applicable sanctions.

8.3 — Export ControlsEach party is responsible for compliance with applicable export control regulations in their jurisdiction. The Seller is responsible for obtaining all required export licences. The Buyer is responsible for obtaining all required import licences and consents.

Article 9 — Limitation of Liability

9.1 — Stratos LiabilityStratos acts as facilitator only. Stratos's liability to either Seller or Buyer is limited to direct losses arising from Stratos's gross negligence or wilful misconduct. Stratos is not liable for: the non-performance of either Seller or Buyer; the quality or existence of the Commodity prior to NIC inspection; the financial condition of any bank issuing a payment instrument; or any indirect, consequential, or punitive damages.

9.2 — CapIn no event shall Stratos's aggregate liability to any party exceed the facilitation fee actually received by Stratos in respect of the relevant transaction.

Article 10 — Governing Law and Dispute Resolution

10.1 — Governing LawThese Terms of Trade and any SPA executed through Stratos are governed by and construed in accordance with the laws of England and Wales, without regard to its conflict of law provisions, unless the parties agree a different governing law in writing at SPA stage.

10.2 — NegotiationIn the event of any dispute, the parties shall first attempt to resolve the matter through good-faith negotiation for a period of not less than fifteen (15) business days from the date of a written notice of dispute.

10.3 — ICC ArbitrationIf the dispute is not resolved by negotiation, it shall be finally settled by binding arbitration under the Rules of Arbitration of the International Chamber of Commerce (ICC) (2021 Rules) by one or three arbitrators appointed in accordance with those Rules. The seat of arbitration shall be London, England. The language of the arbitration shall be English. The arbitral award shall be final and binding and may be enforced in any court of competent jurisdiction.

10.4 — Interim ReliefNothing in this Article prevents a party from seeking urgent interim or injunctive relief from any court of competent jurisdiction pending resolution of a dispute by arbitration.

Article 11 — Miscellaneous

11.1 — SeverabilityIf any provision of these Terms is found to be invalid, illegal, or unenforceable by a court or arbitral tribunal, the remaining provisions shall continue in full force and effect.

11.2 — WaiverNo failure or delay by any party to exercise any right or remedy shall constitute a waiver of that right or remedy.

11.3 — AmendmentsStratos reserves the right to amend these Terms of Trade. Amendments take effect upon publication on this website. Transactions governed by an executed SPA shall continue to be governed by the Terms in force at the date of SPA execution.

11.4 — LanguageThese Terms of Trade are published in English. In the event of any translation, the English language version shall prevail.