Member
Trading Procedures, Policies, Rules and Regulations
The purpose of the following Trading Procedures, Policies, Rules and Regulations
is to facilitate trading among Member Networks by promoting a system of good business
practice and understanding of the guidelines set forth by The Business Exchange
Scotland Ltd hereinafter referred to as TBEx. These Trading Procedures, Policies,
Rules and Regulations also form part of and are included in any Credit line or Trade
Credit Line Agreement which has been made with TBEx.
- Nature of the Parties
TBEx is a trading company that also acts as a clearing-house and third
party record keeper of the Trade Credit transactions among its Member Networks.
Member is a business or individual that has contracted with a TBEx Network to
exchange its goods and or services with other Members and wishes to subscribe
to TBEx record keeping and trade exchange services. Members may be required
to provide proof of identity prior to TBEx acceptance of Member. By signing
TBEx Membership Agreement Member agrees to abide by these Trading Rules and
Regulations and the Online Trading System Rules and Regulations.
- Nature of the Trade Credits
A ‘Trade’ is a purchase or sale of goods and or services whereby
payment is made in Trade Credits posted to Member’s account pursuant to these
Trading Rules and Regulations. A trade credit is an accounting unit used to
record the value of a transaction. Ownership of Trade Credits denotes the right
to receive goods or services available within a TBEx Trade Network. Trade
Credits may be used only in the manner and for the purpose set in these Trading
Rules and Regulations. They will not be considered legal tender securities or
commodities. They may not be redeemed for cash. TBEx disclaims responsibility
for the negotiability of Trade Credits or for the availability of goods and
services from any source.
- Standards and Transparency
TBEx is a responsible third party record keeper which operates peer
to peer mutual credit clearing systems. TBEx Member Networks are operated on
a zero (0) balance accounting system.
- Trade Credit Line
Member grants to TBEx, or elected committee the right and power to
make trade credit lines to Associate Members and Principle Members of TBEx Networks
on terms and conditions consistent with the Member credit worthiness and ability
to repay. The exercise of this power is at the full discretion of TBEx
management with regard to principal, any interest, arrangement fees, terms and
conditions, lending policy and other particulars.
Members are required to complete and sign a Trade Credit Line Agreement.
Any Member wishing to apply for a Trade Credit line may be required to
submit an application, financial statement, credit agreement, a promissory
note or equivalent collateral such as a credit card prior to approval. TBEx
is under no obligation to extend credit at any time. Member is obliged
to make timely repayment of the Trade Credits owed any interest and appropriate
collateral in accordance with their approved Trade Credit Line Agreement. TBEx
may at its discretion collect the transaction fee for the amount of the credit
line at the time the application is made.
All Trade Credit Lines are subject to six (6) monthly renewals. Member performance
review takes place on the 1st day of month 4th from the approval or renewal
date of the Trade Credit Line to ensure prompt repayment of any trade credit
line or negative balance. Trade Credit Lines are subject to Member sales performance
review and TBEx agreement to renew or extend any Trade Credit Line. If Member
does not achieve the required sales performance in order to maintain their credit
line, Member will be required to discount their goods and services, or repay
in cash as per their Trade Credit Line Agreement.
If a Member has a negative trade balance (purchases exceed sales), the Member
must respond to trade purchase requests from other members or TBEx by offering
goods and services as repayment of any Trade Credit Line or negative trading
balance, as agreed under the terms of repayment as per their Trade Credit Line
Agreement. The failure to respond or supply will be interpreted as a refusal
to repay the amount of trade credit owed, or negative trading balance and TBEx
reserves the right to terminate the account under the terms of clause 25.Termination,
and demand immediate repayment of any balance owed in cash £GBP Sterling.
TBEx reserves the right to withdraw an extension of credit in the instance
of any action by the Member resulting in a breach of any clause within these
trading rules and regulations. If the withdrawal of credit results in a negative
trade balance (purchases exceed sales), the Member must balance the account
with cash £GBP Sterling within seven (7) days of the notification of credit
withdrawal date. Failure to repay within the required time-scale
will result in immediate legal proceedings being instigated to recover the debt
in cash and any legal costs incurred. TBEx reserves the right to transfer the
debt to a Debt Collection Agency.
If a Member ceases trading for any reason any assets, goods or services that
have been purchased from a TBEx Network Member which results in a Member having
a negative balance (purchase exceed sales) remain the property of the TBEx Network
pool until the negative balance has been reduced to zero.
- Brokerage Function
TBEx serves in a brokerage capacity in organising and facilitating
trade between Members. Responsibility for the conduct of a trade is exclusively
that of the two Members participating in the trade. THE DUTY TO INSPECT GOODS
FOR QUALITY AND QUANTITY AND FITNESS FOR PURPOSE RESTS UPON THE BUYER MEMBER.
TBEx will use its best efforts to broker the Member Trade Credits into goods
and services, to accurately record trades and to administer these rules in accordance
with its terms. However, Member acknowledges that the sole principals
in any trades are the buying and selling Members involved, that the trades are
entered into voluntarily and that TBEx is not the guarantor of any trade or
trade credit.
- Availability of Products or Services
Members are obliged to assist TBEx to source refer new suppliers
to fulfil their purchase requirements using the Trade Purchase Request program
and Members Referral program.
- Definition of Member in Good Standing
A Member, who conducts trades in accordance with these Rules and
Regulations, is current in any monies owing to TBEx and has a valid unexpired
Member account, is considered, a “Member in good standing”. Only Members in
good standing are entitled to the services of TBEx.
Where a Member has by
his or her conduct or misconduct displayed to TBEx inability to meet the standards
set in Member own industry relative to the quality of goods or services,
or has been charged with the commission of a crime involving fraud or moral
turpitude, or otherwise exhibits to TBEx that Member’s reputation in the business
community has been diminished, then for the protection of the remaining Members,
TBEx reserves the right to restrict the rights of said Member to sell or advertise
Member goods or services for sale until such time as Member can exhibit to TBEx
that the standard expected in Member’s own industry can be met.
- Payment of Fees
Where applicable Member agrees to pay transaction fees on sales and
or purchases plus VAT in cash and one percent (1%) in Trade Credits based on
the gross Trade value of each transaction. The one percent (1%) charged
in Trade Credits shall be assigned to a reserve account against bad debt, and
is non-refundable. All fees and charges including initial retainer fee,
transaction fees, and other charges to Member by TBEx are in Payment for services
rendered in processing Member into the exchange system, operating the clearing
house and brokerage functions, administering these Rules and Regulations, maintaining
records and facilitating Member’s use of the exchange system. TBEx may at its
discretion collect any and all transaction fees at the time of the transaction.
If TBEx chooses not to collect transaction fees at the time of the transaction,
the Member agrees to pay TBEx the full amount of such fees within fourteen (14)
days of issuance of the transaction fees invoice/statement, otherwise TBEx reserves
the right to charge Member penalty on the outstanding balance at the rate of
one and one half percent (1.5%) per month on the unpaid balance compounded.
- Non Payment of Fees
In the event the Member is in arrears for any cash fees beyond sixty
(60) days, Member agrees to waive all rights to this usage of any positive trade
credit balance in Member’s account and TBEx the right to hold any such balance
so long as any cash fees remain outstanding for more than sixty (60) days.
Any account continuing in a delinquent status for three (3) consecutive months
may be closed without notice by TBEx. Trade Credits in the account will be forfeited
and placed by TBEx in its general operating accounts unless outstanding fees
are paid. Member may re-establish the account within ninety (90) days
and reclaim the Trade Credits by paying outstanding cash fees including one
and one half percent (1.5%) cash penalty fee per month on the outstanding balance
and transaction fee plus VAT in cash on the remaining trade credit balance.
Any trade credit account with a negative balance (purchases exceed sales) TBEx
reserves the right to terminate the account under the terms of clause 25.Termination,
and demand immediate repayment of any balance owed in cash £ GBP. All
cheques returned unpaid, rejected credit cards, debit cards, direct debits or
standing orders to TBEx because of insufficient funds or stopped payment will
be subject to a twenty five pound (£25.00) penalty. TBEx reserves the rights
to inform a credit reference agency that you have not paid your fees or settled
your trade balance. Your credit rating may be affected. This could affect
your ability to obtain credit in the future at finance companies, shops, banks
and building societies. TBEX reserves the right to transfer the debt to a Debt
Collection Agency.
- Trade System
A Member is solely responsible for all transactions written to a
Member’s account. TBEx is not responsible for use of Trade Vouchers or online
transactions by unauthorised persons
- Members are solely responsible for and shall take all reasonable measures
to keep their Usernames, Passwords and PIN (Personal Identity Number) secure
and protected from unauthorised access or use. The PIN number is used to
confirm and approve all transactions using the automated transaction service.
- Members must immediately notify TBEx if they become aware of, or suspect,
any unauthorised access to their Username, Password and PIN or any other
breach of security.
- TBEx will hold Members responsible for any damage caused to the online
system or your data caused by unauthorised access due to their negligence.
- Members shall not store their Username, Password and PIN in any form,
whether encoded or un-encoded, in a location where it is capable of being
accessed by any person other than them or any of their authorised personnel
or agents. The online system is operated by TBEx, who own all intellectual
property rights and all other material elements of this trading programme
and online trade system software and all Trademarks.
- Trade Authorisation - Sellers Duty
Member Duties as a Seller - To receive Trade Credits for a transaction
a Seller must obtain an Authorisation Number through the online system or by
telephone for each transaction before releasing merchandise or performing a
service. If a trade voucher is used because of unavailability of the online
system, it must be signed by the Buyer and a copy mailed to the TBEx office.
The Trade Credits in the Buyer’s account will be reserved against the authorisation
number and are only valid for thirty (30) days. If a trade voucher is used,
TBEx must receive its copy within the thirty (30) day period. If online
transactions are not confirmed or a signed trade voucher (if one is used) is
not submitted to the TBEx office within thirty (30) days TBEx has the right
to cancel the Trade Credits reserved in which event it will be the responsibility
of the seller to collect payment from the buyer. TBEx is not responsible to
honour authorisations granted due to misrepresentations made by Buyer or Seller.
TBEx may withhold or revoke an authorisation number approving a transaction
under any of the following conditions:
- If the buyer does not have sufficient Trade Credits or line of credit
to make such a purchase;
- If either party is not a Member in good standing;
- If seller fails to obtain an authorisation number from TBEx at the time
of sale;
- If the transaction fee for the amount of any Trade Credit Line application
has not been paid at the time the application was made;
- If either party has outstanding fees due to TBEx.
Upon Confirmation
of transaction by both parties and the issuance of an authorisation number
from the online system or receipt of a copy of the trade voucher (if one
is used) TBEx will debit the Buyer’s account and credit the Seller’s account.
Failure to comply with these procedures will place responsibility of the
transaction upon the Seller and not TBEx.
- Trade Authorisation Buyer’s duties
Member Duties as a Buyer - Trade Credits in the Buyer’s account will
be reserved against an authorisation number for the amount of the purchase at
the time an Authorisation Number is issued through the online system or by telephone.
Upon receipt of the confirmed online transaction or copy of a trade voucher
(if one is used), in the event the Seller does not receive confirmed online
transaction or a trade voucher (if one is used) from Buyer within 21 days
of delivery, at the discretion of TBEx other forms of proof of delivery or purchase
may be acceptable. TBEx shall debit the Buyer’s account and credit the Seller’s
account.
A Buyer may reject a trade within twenty-one (21) days after the transaction
appears on the TBEx Member statement.
Trades may be rejected only under the following conditions:
- The quantity delivered was not agreed as purchased;
- The goods or services were defective or not as warranted;
- The goods were not in the same condition as displayed in sample or advertising;
- The Buyer has formally advised the Seller and TBEx in writing within
the twenty-one (21) day period that the goods or services have been rejected;
- TBEx has received a formal credit note issued to the Buyer from the
Seller.
Upon receipt of the notice of rejection, TBEx will hold the trade in abeyance
subject to arbitration or resolution by the parties. Funds will only be held
in abeyance for ninety (90) days unless formal arbitration is in process. If
formal arbitration is in process, funds will be held in abeyance at the discretion
of TBEx. All transaction fees shall remain due under the terms of this Agreement.
The failure of the Buyer to formally reject the transaction within twenty-one
(21) days after the date of the TBEx statement shall cause TBEx to debit the
Buyer’s account and credit the Seller’s account with the amount of the purchase.
Further, shall the Buyer fail to commence arbitration procedures within twenty–one
(21) days of the date of the TBEx Member statement; the Buyer then waives all
rights to reject the purchase. Failure to follow these procedures will place
responsibility of the transaction upon the Seller and not TBEx.Any fees incurred
on completed transactions reversed after ninety (90) days are non- refundable.
- Special Trading Procedure
The following procedures apply to transactions involving special
order, construction jobs, service work, long term leases and other work-in-progress
transactions:
- Member should obtain a written estimate before authorising work to begin.
- Before starting, Member should obtain a deposit or down-payment in Trade
Credits in the same manner as a cash transaction. This is done with a Trade
Voucher or online confirmation and authorisation number.
- Both parties Buyer and Seller may be obligated to complete and provide
TBEx with contract details for large value transactions.
- Responsible Reputation-Rating
TBEx provides Members with the ability to provide online feedback
regarding their selling and buying experience through the online system. Members
agree to provide only truthful and relevant information. Misuse or abuse of
this outlet may result in termination. Member’s reputation rating will
affect Members credit rating within the trading system.
- Record Keeping and Errors
Member’s monthly statements will be considered accurate as published
unless the TBEx accounting department is notified in writing of any discrepancies
within twenty-one (21) days of issuance of statement.
All active Members will
receive a monthly notification via email or through the online system that their
Member statement is available to review online. A Member’s monthly statement
will be considered accurate unless TBEx is notified of any discrepancies within
twenty-one (21) days from date of the statement. It is the Member’s responsibility
to notify TBEx if it does not receive a monthly notification.
- Laws and Regulations
Members shall abide by all applicable laws or regulations appropriate
to any trade and TBEx shall not be responsible on the part of Member to comply.
Member agrees to hold TBEx harmless for any action TBEx takes to comply with
the applicable laws or regulations.
- Taxes
Member shall charge the appropriate Value Added Taxes and collect
and record these on a normal VAT invoice at the time of sale. Under no circumstances
will TBEx be responsible to pay any Value Added Tax or other tax on behalf of
the Member. The declaration and reporting of all applicable taxes resulting
from trade transactions rests solely with the Member. Member agrees to hold
TBEx harmless for any actions TBEx takes to comply with tax laws.
- Additional Business Listings
Members having more than one business may be listed under additional
trade categories at no additional charge so long as one monthly statement is
required. Additional businesses requiring separate statements may be enrolled
for additional fee at the discretion of TBEx.
- Assignment of Account
A Member account is not assignable or transferable to any person,
third party or businesses without TBEx express prior written consent. If Member’s/company
assets/goods or services being used as security against any trade credit loaned
are no longer available, sold, or the company itself is sold or merged with
another company TBEx will withdraw the extension of credit and call for repayment
on demand in cash £GBP. If a Member ceases trading for any reason any
company assets/goods or services that have been purchased, which results in
a Member having a negative balance (purchase exceed sales) remain the property
of the TBEx members pool until the negative balance has been reduced to zero.
Trade Credits may not be advertised for sale without TBEx express prior written
consent.
- Overpricing FAIR Pricing Reputation
Member agrees to furnish all goods and services at Member normal
(published) prices. TBEx reserves the right to enquire into complaints
of overpricing (overpricing is where seller is charging a higher price on Trade
Credits than normal cash terms) violations may result in termination of Member’s
account.
- Standby
Members can request that their account be placed on standby under
the following conditions:
- Member account must have a positive trade credit balance.
- Member must give notice to TBEx office.
- Member must be current in any monies owing to TBEx and has a valid unexpired
Member account.
- Maximum term for standby accounts is six (6) months.
- Standby accounts incur a 5% monthly service fee in Trade Credits calculated
on the Trade Credit balance
- Failure to inform TBEx that you wish to put your account on standby
and refusal of a sale to another Member may result in account termination.
- Direct trades
Direct trades (contra) between Members to avoid service fees are
prohibited, and if consummated, are subject to standard cash transaction fees,
payable upon demand, such trades may also result in suspension or termination
of Members involved.
- Inactive Accounts
In the event Member’s account with a positive Trade Credit balance
is inactive (no sales or purchases) for a period in excess of 120 days, TBEx
may, in its discretion, close the account. However, prior to closing the
account, a 30-day notice will be sent via electronic mail or certified mail
giving Member an opportunity to petition TBEx to reactivate the account.
Such reactivation shall be in the sole discretion of TBEx. TBEx reserves
the right to charge an additional 5% service fee in Trade Credits on the balance
per month on inactive accounts.
- Suspension of Trading Privileges
TBEx reserves the right, at its sole discretion, to suspend the trading
privileges of any Member who:
- Commits fraud against TBEx or any other Member.
- Violates the agreement or other terms of the rules and regulations.
- Any Member with outstanding cash fees due to TBEx which are more than
sixty (60) days past due. The trading privileges of the Member shall be
reinstated immediately upon payment of past due fees.
- Member who has a negative trade balance (purchases exceed sales), who
does not respond to requests from other members purchase inquiries will
be interpreted as a refusal to repay the trade credit loan.
- Direct trades (contra) to avoid payment of service fees.
- Behaves in a manner which is detrimental to the TBEx network, and or
fellow members. Member shall be given notice of such suspension.
- Failure to inform TBEx that you wish to put your account on standby
and refusal of a sale to another Member may result in account termination.
- Termination
Either party may terminate this agreement upon ten (10) days written
notice to the other party subject to Conditions of Termination see 26. Immediately
upon termination, with or without cause, all cash and trade credit service fees
outstanding become due and payable.
- Conditions of Termination
Member may not terminate this agreement if Member has a negative
trade balance (purchases exceed sales). At the discretion of TBEx and
written agreement Member may balance the account with trade credit or
asset deemed acceptable by TBEx within seven (7 ) days of the requested
termination date, and, after the seven (7 ) day period, immediately pay
TBEx any remaining negative balance in cash (£GBP sterling). Failure to
repay within the required time-scale will result in immediate legal proceedings
being instigated to recover the debt in cash (£GBP sterling) and any legal costs
incurred. TBEx reserves the right to transfer the debt to a Debt Collection
Agency.
If Member has a positive trade account balance (sales exceed purchases),
Member may stay active and suspend the balance until purchases equal sales by
paying TBEx in advance the cash service fees on the positive balance, until
Trade Credits are spent, monthly maintenance fees will be charged to the Member’s
account, in accordance with clause 8. Payment of fees, Members must use the
positive balance within 3 (three) months or balance will be forfeited.
In the event of termination by either party, there shall be no refund of
annual retainer or transaction fees.
- Amendment of Trading Rules and Regulations
TBEx may, in its sole discretion, change the terms of this agreement
from time to time by giving Member thirty (30) days prior written notice. Failure
to give TBEx written notice of rejection thereto within such thirty (30) day
period shall be deemed as acceptance by Member. Also, purchases or sales after
thirty (30) day notice period constitutes acceptance of the new terms. All changes
to this agreement must be in writing and must be signed by an officer of TBEx.
- Fee Changes
TBEx reserves the right to change service fees and transaction fees
from time to time. Member will receive thirty (30) days written notice of any
such changes.
- Disclaimer of Liability
TBEx make no representation or warranty either expressed or implied
and disclaims all liability as to the fitness, quality, delivery date, merchantability,
prices or any item of the trade transaction. Member does hereby indemnify and
hold TBEx harmless with respect to any claim, debt, or liability whatsoever,
arising out of any transaction wherein Member is buyer or seller. Member acknowledges
that any trade transaction in which it participates shall be on a voluntary
basis.
- Disputes and Arbitration
TBEx is functioning in a brokerage capacity, and as a third party
record keeper, is to be held harmless on any liability question arising between
Members.
In the event of any dispute, the parties seeking resolution shall
submit a written request for the arbitration within twenty-one (21) days of
the receipt of the goods or services or the commencement of the dispute. In
no event shall request for arbitration be filed later than twenty-one (21) days
after receipt of the goods or services.
- Enforcement
Each and every term and provision and every last term and provision
contained in these Trading Rules and Regulations is severable from every other
term and provision therein. If any such term or provision shall be judged invalid,
illegal or unenforceable, it shall not affect the validity, legality or enforceability
of the remainder of any other term or provision of these Trading Rules and Regulations.
The remainder shall remain valid, legal and enforceable and in full force and
effect.
In the event that legal action must be taken by TBEx against a Member
to enforce any provision of these Trading Rules and Regulations, TBEx shall
be entitled to recover solicitor’s fees, court costs and simple interest at
a rate of one half percent (1.5% per month balance compounded) from the date
of default until payment.
- Advertising
Unless otherwise stipulated between the parties to this agreement,
Member authorises TBEx to notify and advertise to other Members the availability
of Member’s products or services.
- Tips and Gratuities and Tax
All tips, gratuities and Value Added Taxes shall be paid in cash
at the point of purchase by the Member.
- Confidentiality and Non-Disclosure
Member acknowledges that, as a Member of the TBEx network, it will
have access to information and materials which are confidential and proprietary
to TBEx or other Members of the network. Member agrees not to disclose information
about the credit-clearing software, Member account data, Member contact data,
Members list or Members’ email addresses to any person or entity except to other
Members or those specifically authorised by TBEx to have access to this information.
Member also agrees to take reasonable precautions to safeguard the confidentiality
and security of such information.
- Protection of Goodwill
Due to Members participation in the TBEx Trading Program, a
Member may have access to certain intellectual property, trade secrets or proprietary
information of TBEx consisting of technical information, methods, processes,
trade secrets, formulae, compositions, systems, techniques, computer programs,
research projects, business information, customer lists, pricing data, sources
of supply, financial data and marketing, training, production or merchandising
systems and plans and other information relating to the TBEx Trading Program.
Therefore a Member shall not, whilst a Member or at any time after ceasing to
be a Member, make use of the Confidential Information either:
- For the financial advantage or benefit of the Member or any other person;
and/or
- To the detriment or disadvantage of TBEx.
- To enter the same industry as competitors, will be in breach and as
such the Member or former member in breach will compensate TBEx (One hundred
thousand pounds) £100,000.00.
- Dissolution
In the event that TBEx terminates or otherwise ceases to do business,
all Members in a negative trade position will pay amounts they owe in cash (one
trade credit being equal to one pound £GBP Sterling in cash) into a fund.
The fund, less expenses, plus any TBEx inventory will be distributed pro rata
to all Members who are in a positive trade position. Thus, all Members in a
positive position will receive cash and/or goods for their Trade Credits to
the extent that the funds permit. TBEx shall not be liable to any Member’s
cash or Trade Credits beyond the distribution of such funds as aforesaid. Cessation
of TBEx’s operations does not release any Member from liability to make any
payment due to TBEx at the time the operations cease.
- Member Acknowledgment and Warranty
Member acknowledges that they have read the currently effective Trading
Rules and Regulations, that such Rules and Regulations may be changed by TBEx
from time to time in accordance with these Rules.
Member warrants that it
provided all information to TBEx in good faith and that such information is
accurate to the best of its knowledge.
- Joint and Separate Liability
If this application is accepted and an account opened for Member
in the TBEx Trade Network, the Member and individuals signing for the Member
thereby assumes joint and separate responsibility for all transactions and fees
in this Agreement.
- Credit References
TBEx reserves the right to verify the availability of all funds presented
for payment.
- Law
In the event of any legal disputes arising from these Trading Rules and
Regulation the Laws of Scotland shall apply.
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