Seller Agreement

The Seller appoints 2ndMetal on a non-exclusive basis to market and facilitate the sale of eligible metal inventory submitted by the Seller.

Launch inventory is limited primarily to off-cuts, cut sizes, project excess and secondary materials unless 2ndMetal approves additional categories.

2ndMetal may decide whether, when and how a submitted item is published, marketed, priced to buyers or removed from the Platform.

The Seller will provide an agreed net seller price (“Seller Price”) excluding VAT. Unless reconfirmed, each Seller Price is valid for Sixty (60) calendar days.

2ndMetal independently determines its buyer selling price and commercial margin. The Seller has no entitlement to 2ndMetal’s margin, delivery margin or other service revenue beyond the agreed Seller Price and applicable VAT due to the Seller.

Discounts to buyers may only be approved by 2ndMetal. A Seller Price reduction requires Seller confirmation.

The Seller will submit inventory using the fixed 2ndMetal format and must not knowingly provide inaccurate or misleading information.

The Seller remains responsible for the accuracy of grade, standard, dimensions, quantity, condition, heat number, MTC information, photographs and other technical descriptions supplied by it.

Availability is subject to prior sale. The Seller must promptly update or withdraw material that has been consumed, sold elsewhere, transferred, reserved or otherwise made unavailable.

The Seller warrants that it has good title and authority to sell the material and that the material is free from undisclosed liens, claims and third-party rights.

Client-owned, free-issued, consigned or project material may only be listed where the Seller has documented authority to sell it.

2ndMetal may request supporting evidence and may suspend listings or settlements where ownership is reasonably questioned.

The Platform may calculate theoretical weight using material density and dimensional formulae. Unless an order expressly states otherwise, theoretical weight is the commercial basis for weight-related calculations.

The Seller must verify that dimensions and quantity are materially consistent with the listing before release.

No substitution of grade, heat, condition or dimensions is permitted without 2ndMetal’s written approval.

Where the Seller states that an MTC, heat number or traceability is available, the Seller warrants that the document/marking supplied relates to the listed material to the best of its knowledge and records.

2ndMetal does not independently certify metallurgy or MTC authenticity unless a separate inspection/testing service is expressly ordered.

The Seller must immediately disclose any break in traceability or uncertainty regarding the relationship between the material and an uploaded MTC.

A website listing is not a final acceptance of an order. Every sale remains subject to final availability and price confirmation.

During Seller business hours, the target confirmation SLA is four (4) business hours. Outside business hours, 2ndMetal may acknowledge the buyer but final Seller confirmation may wait until the Seller reopens.

Once 2ndMetal issues a confirmed purchase/release instruction, the Seller must reserve the material and not sell or consume it.

Loading at the Seller facility is Seller scope by default and included in the Seller Price unless an exception is agreed before order confirmation.

Cutting may be performed at the Seller facility or at a processor arranged by 2ndMetal. Cutting charges are separate unless expressly included.

Where the Seller performs cutting, it is responsible for cutting to the final written cutting instruction supplied by 2ndMetal. Seller-caused incorrect cutting may result in replacement, rework, refund or reasonable direct loss allocation.

2ndMetal normally arranges collection from the Seller and delivery to the buyer. Delivery charges are payable by the buyer and are separate from the Seller Price.

The Seller must not disclose its identity/contact information to the buyer beyond what is operationally unavoidable and must not insert marketing material, direct quotations or solicitation into shipments.

Where buyer self-collection is requested, 2ndMetal may route material through a designated transit/pickup facility so the Seller remains confidential.

All commercial prices are exclusive of VAT unless expressly stated otherwise. Each party remains responsible for its own tax obligations and valid tax documentation.

At launch, Seller settlements are intended to be processed weekly after successful completion/delivery, reconciliation and resolution of any open claim. Exact settlement timing may depend on banking days and documentation.

2ndMetal may withhold a disputed portion reasonably connected to a claim, duplicate payment, tax/documentation issue, fraud concern or Seller breach while the matter is investigated.

The Seller will cooperate promptly with claims concerning wrong grade, wrong dimensions, shortage, undisclosed damage, incorrect MTC/traceability representation or other material discrepancy attributable to the Seller.

Buyer change of mind, changed project requirement or buyer measurement/design error does not create a Seller return obligation.

Custom-cut material is generally non-returnable except where the material or cutting materially differs from the confirmed order due to Seller/processor error.

The Seller shall not directly or indirectly bypass 2ndMetal to transact with a buyer first introduced, identified or brought to the Seller through 2ndMetal, except with 2ndMetal’s prior written consent.

The protection applies during the Seller’s relationship with 2ndMetal and for twenty-four (24) months after the most recent introduction or Platform-facilitated transaction with that buyer.

Remedies may include the margin/fees 2ndMetal would reasonably have earned on the bypassed transaction, proven direct losses, injunctive relief where available, and suspension/termination, subject to applicable law.

Seller Price, buyer identity, transaction data, platform analytics, processes and non-public business information are confidential.

The Seller may use buyer information only to perform an authorized order and may not retain or use it for independent marketing except where legally required.

2ndMetal may suspend or remove listings for stale availability, inaccurate data, repeated non-response, quality complaints, suspected fraud, circumvention or legal/compliance concerns.

Either party may terminate the relationship by written notice, but accrued payment obligations, confidentiality, claims, non-circumvention and other provisions intended to survive will continue.

Each party is responsible for its own acts, omissions, employees and subcontractors. The Seller is responsible for losses arising from material misdescription, lack of title, falsified documents, unauthorized sale or Seller-caused processing error.

To the maximum extent permitted by law, 2ndMetal is not responsible for indirect, consequential or loss-of-profit damages arising solely from marketplace facilitation, except where liability cannot legally be excluded.

Any final liability cap, exclusions and indemnity wording should be confirmed by UAE counsel before execution.

This Agreement is intended to be governed by the laws of the United Arab Emirates, with the competent courts of Dubai having jurisdiction, unless the final signed version specifies another agreed forum.

The parties should first attempt good-faith commercial resolution before formal proceedings.