Liability of intermediary towards buyer for international metal scrap deal
I am working as an intermediary for the sale & purchase deal of metal scrap.
the seller is from poland and the buyer is from india.
i have introduce the seller to the buyer. my duty was to be precise giving of offer, getting updates on deal, document exchange etc. i am not signatory authority of any party. the seller and buyer has entered in to sale purchase agreement (spa) in july 2021. i and other intermediaries are not party of it. now due to technical issue seller can not proceed the order.
due to loss of money in issuance of financial instrument, buyer want to sue me/take legal against me.
with buyer and seller, we - 4 intermediaries, have entered in to non circumvention and non disclosure agreement (ncnda) and irrevocable master fees protection agreement (imfpa). ncnda is for non disclosure of information and to keep confidentiality of the information and imfpa is for the payment guarantee of commissions of intermediaries. it was signed by seller, buyer and intermediaries. seller will pay intermediary their commission, once goods reach india and is accepted and paid by the buyer.
i do not have any working agreement with buyer and seller. my role is to provide seller as per buyer's need, make them agree for terms of deal and get them signed the spa as per terms agreed between the parties. my role includes exchange of information and documents between the parties.
the document signed between parties - ncnda & imfpa is not mentioning responsibilities of any parties except for confidentiality and fees protection. i do not have any document signed with buyer which guarantees receipt of goods or performance of seller. also do not have any agreement with seller which describes me as an agent or otherwise declaring me liable for his acts.
please advice me about the correctness of buyer's intention to sue me/take legal actions against me.
i have attached 1. signed ncnda & imfpa, spa and letter of credit copy.