AGRO COMMTRADE PRIVATE LIMITED

(“ACPL”) 

TRADER’S E-AGREEMENT 

SCOPE AND APPLICATION

WHEREAS ACPL has developed and/or created an electronic trading platform for the trading of agricultural commodities made available on the platform at https://www.agrogo.com or http://agrogo.com or at such other website as ACPL may notify from time to time), which platform will allow Traders, who are accepted and approved by ACPL to utilize its services, to offer agricultural commodities for sale and/or purchase (as the case may be) on the trading platform, and on such terms and conditions (for the sale or purchase, as the case may be), which shall be open for acceptance to other Traders via the ACPL Trading Platform, and once accepted, shall conclude into a binding agreement for the sale or purchase (as the case may be) of the respective agricultural commodity. By utilizing the ACPL Trading Platform, the Traders acknowledge and agree that ACPL is merely a facilitator or intermediary for the Traders to offer for sale or purchase their respective agricultural commodities on the trading platform, and trade(s) concluded are between the respective Traders as sellers and buyers.

In addition, and to provide the Traders with related or ancillary services, ACPL, by its subsidiary and/or associate(s), may also, make available related platforms for the provision of logistical, inspection/survey/certification, insurance, trade finance, and/or other services so that the Traders can utilize the other services which are, and will be, provided by established third party vendors, and which services shall be governed by the respective vendors’ terms and conditions. Again, the Traders acknowledge and agree that ACPL and ACPL’s affiliates/subsidiaries are merely a facilitator or intermediary for these services, and therefore, any agreement for the related or ancillary services shall be between the Traders and the third party vendors, and on the respective terms and conditions agreed between them or as per the terms and conditions as mentioned in the respective quotations. The Traders acknowledge and agree that these third party vendors are separate and independent of ACPL and ACPL’s affiliates/subsidiaries.

The terms and conditions in this Agreement (any Section or Appendix) shall apply to the provision by ACPL of its services as a facilitator or intermediary to the Traders to offer for sale or purchase of the Commodities via ACPL’s trading platform and also the related or ancillary services which will be provided by the third party vendors.

GENERAL TERMS AND CONDITIONS 

  1. Definitions

1.1       In this Agreement, the following words and expressions shall have the meanings set out hereunder unless the context otherwise requires:-

this Agreement” means this agreement (as may from time to time be varied or modified in accordance with its provisions) and includes its appendices, schedules and all other documents or instruments made supplemental to it;

Account” means any account on which the Trader effects Transactions pursuant to this Agreement and is associated with the Customer ID as generated and provided by ACPL Trading Platform, including the accounts as used by different Users associated with the same Customer ID;

Applicable Laws” means all relevant or applicable statutes, laws, rules, regulations, notices, orders, by-laws, rulings, directives, circulars, guidelines, practice notes and interpretations (whether of a governmental body, regulatory or other authority, self-regulatory organisation in relation to which the Traders ACPL are members, or otherwise);

Application” means the application by the Trader to open an Account with ACPL and this requires Trader completing the Corporate Profile on ACPL Trading Platform and submit it for ACPL’s approval; ACPL has the right to approve or reject the Applications at its sole discretion.

Application Form” means the application form by which the Trader makes an Application to ACPL to be a Trader using Corporate Profile section of ACPL Trading Platform;

Business Day” means any day on which ACPL is open for business in Singapore;

ACPL Trading Platform” means the electronic trading platform for trading of agricultural commodities made available by ACPL at https://www.agrogo.com or http://agrogo.com or at such other website as ACPL may notify its Traders from time to time);

Commodity” means any agricultural commodity as ACPL may from time to time prescribe to be a Commodity within the ACPL Trading Platform;

Commission” means the commission earned or payable to ACPL or ACPL’s affiliates or ACPL’s subsidiaries on each and every Transaction concluded by the Trader.  The Commission is decided at the discretion of ACPL, however, the commission amount to be provided in the quotation of the associated Services and if not provided separately in the quotation then the commission shall be assumed to be included in the rates provided in the quotation;

Currency” means money denominated in USD unless otherwise stipulated;

Default” shall have the meaning ascribed to it in Clause [ ];

“­Disqualification” shall mean have the meaning ascribed to it in Clause [ ];

Electronic Service” means the use of the ACPL Trading Platform or any such online service related to it;

Force Majeure Event” shall have the meaning ascribed to it in Clause [  ];

“Offer” shall mean any offer by a Trader for the sale or purchase of the Commodity and shall include the relevant terms and conditions relating to such sale or purchase;

“Related Services” shall mean all related or ancillary services to the Trade including logistical, inspectorate/survey/certification, insurance, trade finance and/or any other services provided by third party entities through ACPL’s (or its subsidiary or associate’s) platforms from time to time. “Related Services” also includes trade related ancillary services, including logistical, inspection/survey/certification, insurance, trade finance and/or any other services provided by third party entities through ACPL’s (or its subsidiaries or associate’s) platforms from time to time, even if the “Related Services” are associated with the trade that was not executed on ACPL’s Trading Platform.

“Trade” means the acceptance of any offer on the ACPL Trading Platform for the sale or purchase (as the case may be) for the Commodity including acceptance of the terms and conditions thereof, which shall constitute a binding agreement between the Traders, upon which event the Commission to ACPL shall be payable;

Trader” means any legal entity, who is in the business of selling or buying Commodities and who is accepted by ACPL to sell or purchase the Commodity on the ACPL Trading Platform, who may offer to sell or purchase the Commodity on the ACPL Trading Platform or legal entity approved by ACPL Trading Platform to obtain “Related Services” on ACPL Trading Platform; “Trader” also includes any users created by Trader under the same Corporate ID on ACPL Trading Platform.

Trade Amount” means the total monetary value of any singular Trade carried out by the Trader on the ACPL Trading Platform;

Transaction Limit” means the maximum monetary value that each individual Trade Amount must not exceed;

“Users” means various users created by Trader on ACPL Trading Platform for management of functionalities or orders or business on ACPL Trading Platform. Trader agrees to take full responsibility for the communication, orders or actions of Users on the platform and such actions will be binding on Trader.

1.2       The headings are inserted for convenience only and shall not affect the construction of this Agreement.

1.3       Expressions in the singular form shall include the plural and vice versa, and all references to the masculine gender shall include the female and neutral genders and vice versa.

1.4       Any reference in this Agreement to “Clauses”, “Appendices”, “Sections” and “Schedules” in this Agreement are to clauses, appendices, sections and schedules respectively in this Agreement.

1.5       Any reference to a statutory provision shall include such provision as from time to time modified, amended or re-enacted so far as such modification, amendment or re-enactment applies or is capable of applying to any Transaction entered into hereunder.

  1. REGISTRATION REQUIREMENTS 

2.1       Membership: The Trader will be required to complete the Application Form (“Corporate Profile” section in ACPL Trading Platform) and submit the same to ACPL (together with all supporting documents) for ACPL’s approval. ACPL shall be authorized to conduct its due diligence on the Trader and thereafter, determine the acceptance of the Trader, which shall always be at the sole discretion of ACPL. Upon acceptance of the Trader, the Trader shall be provided with an Account, and the manner of the use and access thereof, but always subject to the terms and conditions of this Agreement. 

2.2       Mandatory Performance Bank Guarantee: Each Trader may be required to provide a Performance Bank Guarantee made in favour of ACPL (on such terms as may be acceptable to ACPL) prior to conducting any Offer(s) on the ACPL Trading Platform. 

3          DISQUALIFICATION 

3.1       Reservation of Right: ACPL reserves the right to disqualify any Trader from utilizing the ACPL Trading Platform in the occasion of any of the following events as occurring, or upon the decision of ACPL at any point in time.

3.2       Events amounting to disqualification of Trader: The following events will amount to an immediate disqualification of any Trader from utilizing the ACPL Trading Platform:

  • failure and/or refusal to abide with the terms of this Agreement;
  • insolvency, liquidation or bankruptcy of the Trader;
  • invalidity, expiry or lapse of the performance bank guarantee; and/or
  • if in the opinion of ACPL the Trader is not of good legal or financial standing;

3.3       Notice: In the event that ACPL disqualifies any Trader from trading on the ACPL Trading Platform for reasons other than those stated in 3.2, ACPL shall tender a written notice informing the Trader of such disqualification either on ACPL Trading Platform or E-Mail, at ACPL’s discretion.

3.4       Consequences of Disqualification: In the event that a Trader is disqualified from utilizing the ACPL Trading Platform (“Disqualified Trader”), all outstanding sums owed to ACPL or to any third parties incurred in the course of using the ACPL Platform shall be paid in full by the Disqualified Trader within Seven (7) days and without any set-off, counterclaim, reduction whatsoever.

  1. MAXIMUM TRANSACTION AMOUNT 

4.1       Mandatory Performance Bank Guarantee: Every Trader may be required to furnish a Performance Bank Guarantee to ACPL (on such terms as may be acceptable to ACPL) prior to utilizing the ACPL Platform to Offer any Commodity for sale or purchase, or for the utilization of the Related Services. Such requirement will be informed to Trader with a minimum of 30 days of notice period. 

4.2       Transaction Limit: The Transaction Limit for the Trade(s) for any Trader shall be a multiplier of Ten (10) times of the value of the Performance Bank Guarantee as provided by the Trader or as decided by ACPL. ACPL shall have the absolute discretion to review and revise the Transaction Limit of any Trader as and when ACPL deems fit. 

  1. ACCESS AND USE OF TRADING PLATFORMS 

5.1       Scope: These clauses apply to the use of the ACPL Trading Platform and/or any other platforms that may be made available by ACPL and/or its subsidiary or related companies.

5.2       Access and Use: The Trader shall have the right to access and use the ACPL Trading Platform to Offer for sale or purchase the Commodity (including stating the respective terms and conditions for the sale or purchase of the Commodity, as the case may be). The Trader shall be issued with a unique user identification code (“Corporate ID”) or (“Trader ID”) and unique password (“Password”) by ACPL or such other form of approved user identification (“ID”) as to provide the Trader access to, and use of, the ACPL Trading Platform for the purpose of trading in the Commodities. The Trader shall be the sole authorised and exclusive party using the User ID, ID and/or Password (as the case may be) and shall be fully responsible for the use, protection and confidentiality of the User ID, ID and/or Password as well as all transactions executed through the User ID, ID and/or Password. If the Trader (or any person) attempts to access the ACPL Trading Platform using an incorrect User ID, ID and/or Password (whether once or within such number of attempts as ACPL may decide from time to time), ACPL shall be entitled (but shall not be obliged) to refuse access to and use of the ACPL Trading Platform and take such steps as ACPL may deem appropriate (including but not limited to the termination of all access to the ACPL Trading Platform using that User ID, ID and/or Password (as the case may be)). The Trader shall, on becoming aware of any unauthorised access of the ACPL Trading Platform or loss or theft of the User ID, ID and/or Password forthwith notify ACPL and provide such particulars as ACPL may reasonably require and, until actual receipt of such information and particulars by ACPL, all losses arising from any unauthorised access of the ACPL Trading Platform or theft of the User ID, ID and/or Password shall be borne solely by the respective Trader. The Trader shall safely keep and preserve the secrecy of its User ID, ID and/or Password and, failing which, shall indemnify ACPL from and against any loss, cost (including legal costs on a full indemnity basis), expense and damage that ACPL may suffer as a consequence of any unauthorised access and use of the ACPL Trading Platform via its User ID, ID and/or Password. For the avoidance of doubt, ACPL shall not be liable for any loss, cost, expense or damage arising from any unauthorised access of the ACPL Trading Platform or theft of the User ID, ID and/or Password. Trader will have the ability to create multiple users (“Users”) associated with the its same legal entity (“Corporate ID”) and assign them authority of authority to execute Trade or obtain Related Services on it’s behalf. Trader agrees that all such Users shall be deemed to acting under full authority of Trader and shall also be governed by all terms, conditions of Agreement as the Trader itself. Trader agreed to take full responsibility & accountability of its Users for their actions and communication on ACPL Trading Platform. For the purpose of this agreement, Trader shall also include the Users created by Trader on ACPL Trading Platform.

5.3       Any use of the ACPL Trading Platform by the Trader or Trader’s Users shall be in accordance with and subject to these terms and conditions. ACPL hereby reserves the right to amend, vary and/or modify, from time to time and at its sole and absolute discretion, the provisions of these terms and conditions and to modify, add to, suspend or terminate the operation of the ACPL Trading Platform (in whole or in part) or the services (in whole or in part) for the time being provided in, through or together with the ACPL Trading Platform at any time for any reason whatsoever and in any manner as it may deem fit without giving any prior notice thereof to the Trader and without being liable for any loss, cost, expense or damage whatsoever resulting therefrom.

5.4       ACPL further reserves the right to suspend, modify or terminate the Trader’s access to and use of the ACPL Trading Platform (in whole or in part) and/or impose such conditions or directions in relation thereto from time to time and at its sole and absolute discretion as it may deem fit without giving any reasons or prior notice to the Trader and without being liable in any way for any loss or damage whatsoever resulting therefrom. The Trader accepts that its access to and use of the ACPL Trading Platform will not necessarily be free from faults, errors, delays or defects in its design, engineering and/or operation. For the avoidance of doubt, the trading in Commodities through the ACPL Trading Platform shall be subject such conditions, requirements, limits or other restrictions as may be imposed by ACPL from time to time and whether or not prior notification thereof has been given to the Trader.

5.5       The Trader shall use the ACPL Trading Platform strictly in accordance with these terms and conditions. The Trader shall not, and shall not in any way permit, enable, suffer or cause any person or entity, to:-

(a)        gain unauthorised access to or use of the ACPL Trading Platform;

(b)       make any modifications, adjustments or alterations to any information or services available on the ACPL Trading Platform;

(c)        tamper, restrict or otherwise interfere in any way whatsoever with any part, function or operation of the ACPL Trading Platform;

(d)       use the Login ID, ID and/or Password or any equipment/software in a manner which is inconsistent with these terms and conditions or detrimental to the functioning or operation of the ACPL Trading Platform;

(e)        access, use, store, modify or redistribute in any manner inconsistent with these terms and conditions the information, materials or data obtained from the ACPL Trading Platform whether through any other system equipment or software linked to the Trader or otherwise; or

(f)        cause any failure, interruption, error, defect in, misuse of, impairment or corruption any part of the ACPL Trading Platform or any information or services provided therein.

5.6       The Trader shall be liable for and shall fully indemnify ACPL from and against any and all actions, charges, losses, damages, demands, liability, claims, costs (including legal costs on a full indemnity basis), expenses and/or consequences howsoever arising in respect of or in connection with any breach of the Trader’s obligations under clause 1.4 above.

5.7       If in the sole opinion of ACPL, any failure, interruption, error, defect in, misuse of, impairment or corruption of the ACPL Trading Platform is or has been or is likely to be caused by any equipment or software of the Trader, ACPL may:-

(a)        check and inspect the Trader’s equipment and software; and/or

(b)        require the Trader to disconnect, cease the use of, upgrade and/or modify the same at the Trader’s own cost.

5.8       The Trader recognizes that the use of the ACPL Trading Platform may involve the electronic transmission of information that may be considered private financial information of the Trader, including but not limited to the identity, the price/number of Commodities offered/traded etc and the Trader hereby consents to the transmission by electronic means of such information through the ACPL Trading Platform; such consent shall be effective at all times that the Trader accesses and/or uses the ACPL Trading Platform.

5.9       The Traders acknowledge and agrees that ACPL shall have the right to amend any term(s) and conditions of this Agreement at any time by giving such notice in writing to the Traders, whether by mail, facsimile, e-mail notification or otherwise and the Traders agrees to be bound by the same.

  1. TERMS FOR THE OFFER/TRADE OF COMMODITIES

6.1       Offer and Acceptance: All offer(s) made by the Trader for the sale or purchase of the Commodity (as the case may be) on the ACPL Trading Platform shall be precise and complete (as per the form and manner as prescribed in Appendix A), and once accepted, shall constitute a Trade, namely, a binding agreement between the respective Traders/parties, fully enforceable by the non-defaulting Trader against the defaulting Trader.  For the avoidance of any doubt, the Traders agree that once the offer is accepted on the respective terms and conditions as provided by the offeror on the ACPL Trading Platform, it shall be deemed that the Trade is concluded, and the respective parties will be bound by the terms and conditions thereto, including the obligation to pay commission to ACPL. ACPL shall, as soon as possible, provide the Trader with the confirmation/statement of the Trade.

6.2       Execution of Trade: Once the Trade is concluded, the respective Traders shall diligently proceed with the execution of the Trade obligations in accordance with the terms and conditions as agreed between them via the ACPL Trading Platform.

6.3       The Trader(s) understands and agrees that any offer, content, posting, uploading and/or acceptance thereof of any offer, information/particulars etc on the ACPL Trading Platform is the sole responsibility of the respective Trader and the Trader authorises ACPL to rely and act thereon as a facilitator or intermediary, and treat as fully authorised by and binding upon the Trader, of all such offers, content, posting, uploading and/or acceptance of any such information/particulars received by ACPL through the ACPL Trading Platform.

6.4       The Trader agrees to defend, indemnify and hold harmless ACPL and its subsidiaries, associated companies, shareholders, directors, officers, employees, representatives, agents, lawyers or other partners from all liabilities, claim, action, demand, loss, damage, cost and expense, including, legal fees, arising from or relating to any such offer, content, posting, uploading and/or acceptance which is false, inaccurate, reckless, negligent or otherwise

6.5       Restrictions/Limits: There may be individual limits on the Transaction Value imposed on a Trader using the ACPL trading Platform. ACPL reserves the right at any time to set, vary or cancel the limits for any Trader(s), service and product that may be carried out or provided through the ACPL Trading Platform, whether in monetary or numerical terms or otherwise, and to vary their frequencies and availability period.

6.6       ACPL may limit, cancel or suspend the ACPL Trading Platform in whole or in part at any time without giving any reason or prior notice and without incurring any liability and may add to, withdraw or change the types of transactions that may be available or carried out through the ACPL Trading Platform.

  1. RISKS 

7.1       The Traders acknowledge and understand that the ACPL Trading Platform is an electronic platform made available by ACPL to the Traders. The Traders also acknowledge that there are security, confidentiality and other risks in the use of the ACPL Trading Platform and the Internet which may be beyond the reasonable control of ACPL and that, by electing to use and communicate through the ACPL Trading Platform and the Internet, the Traders accept that all communications between the Traders and ACPL, or between themselves, are made at the risk of the Traders and shall defend, indemnify ACPL and hold harmless for all such risk and associated direct or indirect losses, including any penalty and consequential losses, including for reasons due to fault or programming errors in ACPL Trading Platform.

7.2       The Traders acknowledges and accept that the execution or matching of its orders in respect of dealings in the Commodities are dependent on the prevailing market conditions and that ACPL accordingly does not and cannot represent nor warrant that any such orders transmitted through the ACPL Trading Platform will be executed or matched on an immediate or timely basis.

7.3       The Traders acknowledge that ACPL will use its best endeavours to ensure the security of the ACPL Trading Platform. Notwithstanding the foregoing, the Traders agree that ACPL shall not be liable in any manner for any disruption, unavailability of the services, communication, electrical or network failure that may result from time to time. The Traders acknowledge that the information transmitted may be liable to errors, viruses, delay, interception, modification or amendment by unauthorized persons and the Traders acknowledges that transmission may be disrupted, interrupted, delayed or incorrect. The Traders shall not hold ACPL responsible for any errors, viruses, delay, inaccuracy, losses, damages whatsoever arising from or in connection with the Traders’ use of ACPL’s services including but not limited to any interception, modification or amendment, disruption, interruption, delay or inaccuracy of internet transmission or other communication equipment or facilities. For the avoidance of doubt, ACPL shall not be responsible for any losses suffered whether direct, indirect, consequential, or special loss.

  1. RELATED SERVICES

8.1       ACPL, by its subsidiary and/or associate(s), may also, as a facilitator or intermediary,  make available the Related Services for logistical (Appendix B), inspectorate/survey/certification (Appendix C), insurance (Appendix D) and/or other services via its platforms so that the Traders can utilize these services if they deem fit. The Related Services will be, provided by established third party vendors, and shall be governed by the respective vendors’ terms and conditions. The Traders acknowledge and agree that ACPL is merely a facilitator or intermediary for the Related Services, and therefore, any agreement for the Related Services shall be between the Traders and the third party vendors, and on the respective terms and conditions agreed between them. The Traders acknowledge and agree that these third party vendors are separate and independent of ACPL.

8.2       The provision of the related Services is at ACPL’s discretion, and such Related Services may be modified, suspended, withdrawn, cancelled or discontinued by ACPL at any time. In the event of such modification, suspension, withdrawal, cancellation or discontinuance of the Related Services, ACPL shall notify the Traders via the ACPL Trading Platform.

  1. COMMISSION, FEES AND RIGHT OF DEBIT 

9.1       Commission: The commission payable to ACPL shall be deemed earned forthwith upon the Trade and shall be based on the Trade Amount and shall be paid to ACPL as per the invoice submitted to the trader  and information provided prior to the Trade Agreement on ACPL Trading Platform. For the avoidance of any doubt, the date of the Trade shall be the date as transacted on the ACPL Trading Platform. All commissions payable to ACPL pursuant to the terms and conditions of this Agreement shall be made in the USD currency.

9.2       Payment for Related Services: Further, fees for the Related Services (if utilized by the Trader) shall be paid to ACPL (or its subsidiary or related company, as the case may be) as per the quotation and invoice provided for each of the Related Services . For the avoidance of any doubt, the date of the acceptance of the Related Services shall be the date as transacted on the ACPL Trading Platform. All payments for the Related Services payable to ACPL shall be made in the USD currency.

9.3       ACPL (or its subsidiary or related company) further reserves the right to recover from the Trader any additional, special or out-of-pocket expenses incurred on the Trader’s behalf,   pursuant to any request for the Related Services.

  1. NEW SERVICES 

10.1     ACPL may introduce new service(s) and/or new service(s) through the ACPL Trading Platform (or any other platform) at any time. By utilising such new service(s) as and when such new service (s) become available, the Trader agrees to be bound by the terms and conditions as ACPL may prescribe from time to time for such new service(s).

  1. TERMINATION 

11.1     Without prejudice to Clause 1 above, this Agreement with the Trader(s) may be terminated by ACPL in its sole and absolute discretion without giving any reason at any time and without giving prior notice to the Trader(s) and without incurring any liability whatsoever. Without prejudice to the generality of the foregoing, ACPL shall be entitled (but shall not be obliged) to terminate these terms and conditions based on any grounds or reasons which will justify the termination or closing of any of the Trader’s accounts with ACPL. For the avoidance of doubt, the Trader may only terminate these terms and conditions upon giving fourteen (14) days’ prior notice in writing to ACPL.

11.2     For the avoidance of doubt, the Trader’s obligation to pay all commissions, fees, costs, charges, expenses and amounts accrued up to (and including) the date of termination shall survive the termination of these terms and conditions or the deactivation or revocation of the ACPL Trading Platform.

  1. DISCLOSURE OF INFORMATION 

12.1     The Trader agrees that ACPL may without incurring any liability whatsoever, divulge or reveal to third parties any information whatsoever regarding the Trader or its account(s) maintained with ACPL for such purposes as ACPL may deems fit, including:

(a)        in order to link any of the Trader’s account(s) maintained with ACPL;

(d)        where ACPL has entered into an agreement with another party, whether in Singapore or otherwise, to provide any service (including services available via the ACPL Trading Platform. In this case, ACPL will provide that party with information about the Trader’s account, Trade(s), transfers or payments, and the Trader’s communications with ACPL in respect thereto;

(c)        where it is necessary for completing the Trader(s), transfers or payments or otherwise carrying out any matter relating to the Trade(s);

(d)        in order to market or promote any services of ACPL;

(e)        in order to verify the existence and conditions of an account for a third party, such as a credit bureau, a payee, or any holder of a cheque issued by the Trader or on the Trader’s behalf through the ACPL Trading Platform; or

(f)        in order to comply with laws, government agency rules or orders, court orders, subpoenas or other legal process or in order to give information to any government agency or official having legal authority to request such information. 

  1. TRADING INFORMATION AND INTELLECTUAL PROPERTY 

13.1     ACPL shall not be responsible in any way whatsoever for the content, accuracy, timeliness or completeness of any information, data or other services provided through the ACPL Trading Platform.

13.2     ACPL shall further not be responsible in the event that the Trader is unable to access or use any information, data or other services available on the ACPL Trading Platform, or if the same is in any manner delayed, suspended, terminated, corrupted or faulty in any way whatsoever.

13.3     All contents of the ACPL Trading Platform, including, without limitation, information, text, graphics, images, videos, editorial contents, user interfaces, visual interfaces, trademarks, logos, applications, programs, computer codes and other proprietary materials that ACPL provides to the Traders including websites, portals and mobile applications, are the intellectual property of ACPL or its licensors and are protected by copyright, trademark and other intellectual property rights and laws.

13.4     Nothing in the terms and conditions of this Agreement between ACPL and the Traders shall be construed or deemed to grant or provide any user any right, licence, interest or permission to deal with any intellectual property of ACPL in any way including, without limitation, to, or to procure, assist or facilitate any third party to copy, display, disseminate, distribute, modify, publish, reproduce, store, use, sell or transfer or participate in the sale or transfer of or offer for sale of, create derivative works from, or in any way exploit any content on the ACPL Trading Platform, whether in whole or in part.

13.5     The Trader shall not reproduce, retransmit, disseminate, sell, distribute, publish, broadcast, circulate or commercially exploit any of the information, data or other services provided by ACPL via the ACPL Trading Platform in any manner without the prior written consent of ACPL or use the same for any unlawful or unauthorised purposes. The Trader hereby agrees to comply with any request by ACPL to protect its copyrights, other intellectual property rights or moral rights, whether statutory or otherwise howsoever arising in the information, data or other services provided by ACPL.

13.6     The ACPL Trading Platform may contain links to third-party websites, mobile applications, online resources or material that are beyond our control.  These websites, mobile applications, online resources or material are provided solely as a convenience to users.  ACPL is not responsible for and does not endorse such external websites, mobile applications, online resources or material. The Traders’ use of websites, mobile applications, online resources or material is entirely at the Traders’ own sole risk. 

  1. NO RELIANCE ON INFORMATION 

14.1     The Trader shall, at all times, rely on its own assessment and judgement in respect of any trading decision or proposed transaction. ACPL makes no warranty or representation, expressed or implied, as to the information on the ACPL Trading Platform, or as to its content, accuracy, completeness, timeliness or otherwise.

14.2     For the avoidance of doubt, ACPL shall not be liable in any way, and the Trader agrees to indemnify and hold harmless ACPL from and against any and all claims, demands, actions, losses, damages, liability, or costs, charges, legal fees, and expenses of any nature (“Losses”) arising from or occasioned by or in relation to (a) any inaccuracy, error, or delay in, or omission of, (i) any such data, information, or message or (ii) the transmission or delivery of any such data, information, or message, or (b) any Losses arising from or occasioned by or in relation to (i) any such inaccuracy, error, delay, or omission, (ii) the non-performance of, or (iii) interruption of any such data, information, or message, due either to any negligent act or omission by any disseminating party or to any “force majeure” event (i.e. events beyond the reasonable control of any disseminating party including but not limited to floods, extraordinary weather conditions, earthquakes, or other acts of God, fire, war, acts of terrorism, insurrections, riots, labor disputes, accidents, actions of government, communications, power failures, the malfunction of any equipment or software) or any other cause beyond the reasonable control of any disseminating party. The Trader understands and agrees that the terms and conditions may be enforced directly against the defaulting Trader by the non-defaulting Trader.

  1. EXCLUSION OF LIABILITY 

15.1     Without prejudice to the generality of the other clauses in the terms and conditions and in addition to the same, ACPL shall not be liable to the Trader or to any third party for any actions, losses, damages, demands, liability, claims, costs, charges or other expenses whatsoever and howsoever caused or arising from the following (including but not limited to any act, default or omission of ACPL, its subsidiary or related companies, agents or independent contractors): –

  • the reliance or use of the information or trading and other services provided through the ACPL Trading Platform;
  • any interruption, interference, delay, suspension, malfunction, breakdown, operator error, bugs, virus or loss of use of any of the services provided through the ACPL Trading Platform;
  • any failure of any computer hardware, application software or other software utilised in relation to the provision of the services on the ACPL Trading Platform;
  • any cause over which ACPL does not have any reasonable control including but not limited to any governmental restrictions, exchange rulings, suspension of trading, war, acts of terrorism, strikes, industrial actions, civil commotions, the failure of any electronic or mechanical equipment, telephone or other communication systems lines or devices, public utility systems, unauthorised access or theft (including but not limited to theft of passwords, codes and/or log-in sequences);
  • any direct, indirect, consequential or incidental loss or damage of whatsoever nature and howsoever arising from or in connection with any delay, failure, neglect or omission to carry out or execute any orders or instructions given by the Trader through the ACPL Trading Platform; or
  • any inaccuracy, error, delay in or omission of any information or transmission or delivery of information.

15.2     Subject to Clause 15.1, both the Trader and ACPL agree that no action, regardless of form, arising out of or in connection with the ACPL Trading Platform or these terms and conditions, may be brought by the Trader against ACPL more than one (1) year after the cause of action has accrued.

  1. INDEMNITY 

16.1     The Trader shall indemnify ACPL for all and any actions, losses, damages, demands, liability, claims, costs, charges or other expenses which ACPL may howsoever be subjected to in relation to the ACPL’s functions with respect to the ACPL trading Platform and including but not limited to in connection with or arising from:

  • any unauthorised content, posting or information of the Trader that might be transmitted through the ACPL Trading Platform or any offer(s), content or information being inaccurate, garbled or incomplete;
  • any change in any law, regulation or official directive which may have a material adverse effect on these terms and conditions; and
  • any breach by the Trader(s) of any of its representations, warranties and obligations pursuant to these terms and conditions.
  • Any error or lapses in programming of ACPL Trading Platform
  • COMMUNICATIONS 

17.1     All notices, alerts and other communications to the Traders may be sent by facsimile transmission, mobile phone, electronic mail or such other manner as ACPL may in its sole and absolute discretion deem fit, to the Trader(s) last known facsimile number, mobile phone or electronic mail address in ACPLs records. The Trader(s) hereby undertakes to inform ACPL immediately in writing of any change in the Trader’s facsimile number, mobile phone or electronic mail address.

17.2     All notices, alerts and other communications sent by ACPL shall be conclusively deemed to have been received by the Trader on the day of despatch by ACPL if sent by telefax or electronic and shall be deemed to be effective service for the purpose for which such notice, communication and/or other instrument was sent. A written statement by an officer of ACPL confirming the posting or despatch of any such notice, alert or other communication from ACPL shall be binding and conclusive evidence of this fact against the Trader.

  1. INVALIDITY OF ANY PROVISIONS 

18.1     If any of the provisions of the terms and conditions or any part thereof shall be adjudged invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be in any way affected.

  1. LAW AND JURISDICTION 

19.1     All dispute(s) arising between the Traders and ACPL shall be governed by the laws of Singapore. The Traders hereby irrevocably submit to the non-exclusive jurisdiction of the courts of Singapore and the Traders further waive any objection to the proceedings in Singapore on the ground that the proceedings have been brought in an inconvenient forum.

19.2      The Traders agree that any dispute(s) concerning the respective Traders for any trade(s) will be governed by the laws based on the respective agreement which may adjudication by such regulatory authority as agreed to between them. In such instances, such dispute(s) will be governed accordingly. 

  1. SERVICE OF PROCESS

The Trader(s) agrees that in any legal action taken by ACPL against the Trader(s), service of any Writ of Summons or other originating process or any other court document (the “Court Documents”) may be effected on the Trader(s) by leaving the same at the address given by the Trader(s) in the Application Form or at the last known address of the Trader(s) as may be notified by the Trader(s). Where such address is a postal box number or other mail address, then the service of the Court Documents may be effected by posting the same to such address and the Trader(s) hereby irrevocably confirms that service of such Court Documents in the manner stated above shall be deemed good and sufficient service on the Trader(s), and the Trader(s) further agrees to waive all rights to demand personal service in respect of such Court Documents.

  1. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 2001 

A party/person who is not a party to these Terms and Conditions has no right under the Contracts (Rights of Third Parties) Act 2001 to enforce any term of these terms and conditions but this does not affect any right or remedy of a third party which 

27.2     Tax implications: Without limitation, we do not accept liability for any adverse tax implications of any Transaction whatsoever.

27.3     Changes in the market: Without limitation, we do not accept any liability by reason of any delay or change in market conditions before any particular Transaction is effected.

27.4     Limitation of Liability: We shall not be liable to you for any partial or non-performance of our obligations hereunder by reason of any cause beyond our reasonable control, including without limitation any breakdown, delay, malfunction or failure of transmission, communication or computer facilities, industrial action, act of terrorism, act of God, acts and regulations of any governmental or supra national bodies or authorities or the failure by the relevant intermediate broker or agent, agent or principal of our custodian, sub-custodian, dealer, Market, clearing house or regulatory or self-regulatory organisation, for any reason, to perform its obligations. Nothing in this Agreement will exclude or restrict any duty or liability we may have to you under the regulatory system (as defined in the FSA Rules), which may not be excluded or restricted thereunder.

27.6     Entire Agreement: You acknowledge that you have not relied on or been induced to enter into this Agreement by a representation other than those expressly set out in this Agreement. We will not be liable to you (in equity, contract or tort under the Misrepresentation Act 1967) for a representation that is not set out in this Agreement and that is not fraudulent. 

APPENDIX A 

Below is the draft Sales & Purchase Agreement which shall be used for Trade between Buyer and Seller on ACPL Trading Platform 

Sales & Purchase Agreement

DATE: XX.XX.20XX

CONTRACT NO: XXXXXXXX

SELLER

[SELLER’S NAME]

[SELLER’S ADDRESS]

BUYER

[BUYER’S NAME]

[BUYER’S ADDRESS]

It is hereby agreed that the Seller will sell and the Buyer will buy, in accordance with the terms and conditions stipulated hereinafter, which are:

COMMODITY NAME (“COMMODITY/COMMODITIES”)

XXXXXXXXXXXX

SPECIFICATIONS AND DETAILS PARAMETER (S)

XXXXXXXXXXXX

XXXXXXXXXXXX

XXXXXXXXXXXX

COUNTRY OF ORIGIN

XXXXXXXXXXXX

PACKING AND BAG MARKING

Standard export packing as per exporting country’s rules.

Marking as per buyer’s option or standard exporter’s marking.

QUANTITY

XXXXXX MT / XX CONTAINER (S)

(+ / – XX% allowed in MT but not allowed in number of container(s))

UNIT PRICE

US$ XXX.XX (US DOLLARS XXXXXXXXXXXXXX) per MT nett shipped weight.

INCOTERMS

FOB / CFR / CIF

PORT / PLACE OF LOADING

XXXXXXXXXXXXXX, XXXXXXXXXXX

PORT / PLACE OF DISCHARGE

XXXXXXXXXXXXXX, XXXXXXXXXXX

SHIPMENT

XX-XXX-XXXX TO XX-XXX-XXXX (both days inclusive), at Seller’s option.

Seller will book the appropriate freight to ensure shipment of the containers in accordance with the above shipment period but shall not be responsible if, thereafter, delays in shipment are incurred as a result of action by the shipping line.

PAYMENT

100% Cash against Faxed Documents within 5 days.

Buyer to remit, by telegraphic transfer, in United State Dollars 100% of the invoice value immediately upon receiving original scanned copies of the documents as per stipulated under “documents” term within 5 days.

The funds are to be remitted without any set-off, counterclaim, deductions, withholding whatsoever to the account nominated to the seller.

Pay to: [BANK]
Swift code:
Further credit:
Swift code:
Beneficiary: [SELLER]

 

Account No.:
Amount: USD

Failure of Buyer to effect balance payment for goods before stated time shall entitle the Seller, at his option, to keep part or all of the advance payment as damages for such failure to abide by the payment terms of the contract and/or amend price of the contract and/or simply to cancel altogether without prejudice and thus seller shall be entitled to renegotiate this contract’s terms and conditions.

INTEREST

In case of late payment or partial payment of invoice value, the seller has the right to charge the buyer an interest on outstanding balance at the rate of 6% per annum pro-rata, calculated per each day of delay, from the last date when payment should have been made until the actual date of payment.

DOCUMENTS

Documents to be included for payment:

  • Commercial invoice to be issued by Seller (third party invoicing not allowed).
  • Full set (3 original & 3 non-negotiable copy) of bill of lading, marked freight prepaid, clean shipped on board and minimum 14 days free detention at port of discharge. Also destination agent’s address and contact details to be mentioned on BL.
  • Details packing list to be mentioned total quantity / numbers of weight as well as each container weight and quantity stuffed.
  • Country of origin certificate issued by chamber of commerce or equivalent authority from exporting country.
  • Certificate of quality (including quality and quantity and chemical analysis also) issued by internationally independent surveyor company nominated by Seller / Buyer in one original and three copies.
  • Certificate of weight / quantity (including quality and quantity and chemical analysis also) issued by internationally independent surveyor company nominated by Seller / Buyer in one original and three copies.
  • Certificate of container cleanliness and tightness – issued by internationally independent surveyor company nominated by Seller / Buyer in one original and three copies confirming that containers were clean, free of rust, free of previous cargo and doors are closing tight in at load port/s of loading country (sound condition and suitable to load the cargo).
  • Certificate of non-GMO to be issued by internationally independent surveyor company nominated by seller / buyer in one original and three copies.
  • Certificate of Health to be issued by issued by internationally independent surveyor company nominated by Seller / Buyer in one original and three copies.
  • Fumigation certificate to be issued by internationally independent surveyor company nominated by Seller / Buyer. Fumigant and details dosage to be followed as per Buyer’s country rule and regulations.
  • Phytosanitary certificate to be issued by government body from exporting country.
  • All other documents are subjected to seller’s approval and for Buyer’s account.

Seller will provide Buyer, free of charge, with no more than one set of documents. Extra sets of such documents, extra sets of such documents, if requested by Buyer, will be at additional cost for Buyer’s account. 

INSURANCE

Marine, strike and war risk insurance under warehouse-to-warehouse conditions, to be covered by the Buyer. Marine insurance from warehouse at load port to warehouse at discharge port including any war risk insurance shall be effected by the Buyer. The Buyer must, on request of the Seller, send copies of the necessary documents to prove that the goods are insured by the Buyer from the loading port to the discharging port. 

ECONOMIC SANCTIONS

Notwithstanding anything to the contrary herein, the Buyer undertakes to comply with all applicable national, regional or international laws, statues, rules, prohibitions regulations, decrees and / or official government orders and any amendments thereof, with which the Buyer must comply, in relation to, without any limitation, transactions with (i) specially designated nationals, blocked, boycotted, blacklisted or restricted persons, companies or entities or any equivalent designation of the same that may be applicable (each a “sanctioned person”), or (ii) blacklisted or restricted or boycotted countries as may be specified from time to time (each a “sanctioned country”), including money transfers related to such transactions and restrictions against dealings with a sanctioned person or a sanctioned country (collectively the “Laws”).

The Buyer represents and warrants that at all times –

  • Neither it nor any of its directors, shareholders or employees is or shall be a sanctioned person.
  • The Buyer’s bank shall comply with the laws and, in the event of any payment being considered by the Seller as a violation of the laws or being affected or impeded (whether in whole or in part) by the operation of the laws, the Buyer shall ensure that such payment be affected through a channel complying with the laws so that the funds are duly credited in the seller’s designated bank account within the contractual deadline.
  • The performing vessel shall comply with the laws and the Seller has the right to reject any vessel infringing the same.
  • The Buyer undertakes and shall procure that the goods will not under any circumstances be (i) resold to a sanctioned person; or (ii) be transported to a sanctioned country; or (iii) be shipped or trans-shipped on a vessel owned, chartered, operated or controlled by a sanctioned person (whether directly or indirectly by a third party acting on behalf of any sanctioned person).

non-payment 

  1. a) no objection clause

If the Buyer fails to make payment of the documents as per the contract, the Seller reserves the right to protect his interest. This contract acts as implied no objection certificate (NOC)/confirmation from Buyer to Seller to transfer/resell to alternate Buyer and this clause serves as a valid no objection certificate to customs or any statutory authorities to clear the cargo without any hassle.

  1. B) variation of contract

Under these circumstances, the Seller can unconditionally and unilaterally choose to cancel the contract and withdraw or re-route the document and sell the cargo as per the Seller’s choice. The Buyer shall unconditionally extend its full co-operation and forfeit the advance given (if any) under this contract. The Seller does not have to procure an additional no objection certificate from the Buyer, the presence of this clause in the contract is deemed sufficient for all purposes. 

limitation of liability

  1. a) quality of products

Notwithstanding anything stated elsewhere, it is expressly agreed that the terms pertaining to description, quality, fitness and packing are expressly and exclusively stipulated in this contract and the Buyer specifically agree that the Seller gives no other guarantees, warranties, representations or conditions whether express or implied pertaining to the description, merchantability, quality, fitness for purpose and packing of the commodity/commodities.

  1. B) no implication

The Seller’s obligations as to the quality of the product supplied under this contract are solely as expressed in this contract and all warranties or conditions which would be implied by statute or otherwise (including, without limitation, any warranty or condition relating to description, satisfactory quality, merchantability or fitness for purpose) as at the time of shipment or at any time after shipment are excluded to the extent permitted by the applicable law.

  1. c) delay

The Seller is not responsible for any costs or consequences due to delays in vessel arrival at destination for whatsoever reasons. 

  1. D) third parties

Neither party shall be liable for any of the following howsoever arising: any indirect, special or consequential loss or damage; or loss of data or other equipment or property; or economic loss or damage; or incurring of liability for loss or damage of any nature whatsoever suffered by third parties (including in each case incidental and punitive damages); or any loss of actual or anticipated profit, interest, revenue, anticipated savings or business or damage to goodwill, arising directly or indirectly from any failure or delay in performing any obligation pursuant to this contract. 

Licences

The Buyer shall be responsible for obtaining and maintaining the necessary import license(s) at the port of destination and the Seller shall be responsible for obtaining and maintaining the necessary export licence(s) at the port of origin.

If any import permit required, it is to be sent within 7 days from date of contract to be followed by original couriered to us.

The failure to obtain and maintain in force such licenses shall not be a sufficient ground for a claim of force majeure if the regulations in force at the time when the contract was made, called for such license(s) to be obtained. 

taxation

Any existing or future taxes or levies in the nature of taxes or similar which are imposed on the commodity/commodities by the country of destination shall be for the account of the Buyer. 

terminal handling costs

All handling/ terminal handling costs at discharge port are to be paid by the Buyers. Buyer to be responsible for the return of empty containers to shipping line’s assigned depot at discharge port within time specified by the shipping line and for the payment of any container demurrage due under the terms as stated in the relevant bill of lading. 

title

Title for the commodity/commodities will not pass until the Seller has received 100% of the invoice value in accordance with the payment terms outlined in this contract.

notices

Any communication by either party to the other will only be deemed correctly made if sent by registered post, or email to the specified address and details of the other party, as indicated below.

The notice will be deemed to have been given at the time and day of receipt for registered post and email the notice will be deemed to have been given on transmission date and time.

Any notice (including, but not limited to, nominations, declarations, pricing orders etc.) must, to be effective, be sent/served/delivered under this contract to the following address/details only during normal business hours (09:30 to 18:00 hours Singapore time, Monday to Friday). Any notice sent outside this time range will be taken into account as if received the following working day at time of opening.

Seller’s Operational Contact:

Attention: [SELLER’S NAME]

Email:

Any notices not given in strict accordance with this clause shall not be validly served. 

assignment

This Contract cannot be assigned or transferred to a third party without the express written consent of buyer and seller.

termination

In the event the Buyer fails to meet with any of the obligations under the contract, without prejudice to Seller’s any other right under the contract and/ or under the law, the Seller shall have the right/option to terminate the contract partially/ fully, immediately/ at later date, and/or re-negotiate the price, and/ or extend shipment period and / or lodge its claim for damages for the breach against the Buyer and / or suspend performance of the contract. 

The Seller may terminate the agreement forthwith and or divert any shipment upon written notice to the Buyer at any time, if in its reasonable opinion the Buyer is in breach of the laws or any of the above warranties, representations or undertakings.  The Seller’s right to terminate is without prejudice to any rights, whether contractual or otherwise, to recover any loss it suffers as a result. 

Force Majeure

The Force Majeure (Exemption Clause) of the International Chamber of Commerce & Industry (ICC Publication No. 421) is incorporated.

Confidentiality

The Buyer and Seller agrees to consider the contract as fully confidential and agree not to disclose any of its contents to third party.

entire agreement

This contract overrides all previous communication with regards to the terms stipulated herein. The parties confirm that the contract has been negotiated in detail and reflects the terms and conditions as negotiated and understood by all parties.

it is specifically agreed that all/ any amendments to the contract must be in writing and signed by both parties. This contract is comprehensive and overrides all previous correspondence/ communication in this regard.

MISCELLANEOUS:

The rules of the [relevant trade association governing the trade of the type of Commodity which is the subject of this contract] which are not in conflict with the terms hereof are hereby incorporated by reference.

Arbitration

Any dispute arising out of or in connection with this contract, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the arbitration rules of the Singapore International Arbitration Centre (“SIAC Rules”) for the time being in force, which rules are deemed to be incorporated by reference in this clause. The seat of the arbitration shall be Singapore.

The parties further agree that following the commencement of arbitration, they will attempt in good faith to resolve the dispute through mediation at the Singapore International Mediation Centre (“SIMC”), in accordance with the SIAC-SIMC Arb-Med-Arb Protocol for the time being in force. Any settlement reached in the course of the mediation shall be referred to the arbitral tribunal appointed by SIAC and may be made a consent award on agreed terms.

Governing Law

This contract shall be governed by the laws of Singapore.

For Seller                                                                                  For Buyer           

[COMPANY NAME]                                                                       [COMPANY NAME]

NAME:                                                                                              nAME:

 

APPENDIX B

Logistics Services Agreement 

PLEASE NOTE that ACPL, by its subsidiary and/or associate(s), including AgroGo Logistics Pte. Ltd., may also, as a facilitator or intermediary,  make available the Related Services for logistical (Appendix B), inspectorate/survey/certification (Appendix C), insurance (Appendix D) and/or other services via its platforms so that the Traders can utilize these services if they deem fit. The Related Services will be, provided by established third party vendors, and shall be governed by the respective vendors’ terms and conditions. The Traders acknowledge and agree that ACPL is merely a facilitator or intermediary for the Related Services, and therefore, any agreement for the Related Services shall be between the Traders and the third party vendors, and on the respective terms and conditions agreed between them. The Traders acknowledge and agree that these third party vendors are separate and independent of ACPL. The provision of the related Services is at ACPL’s discretion, and such Related Services may be modified, suspended, withdrawn, cancelled or discontinued by ACPL at any time. In the event ACPL has knowledge of such modification, suspension, withdrawal, cancellation or discontinuance of the Related Services, ACPL shall notify the Traders via the ACPL Trading Platform.

PLEASE NOTE that the terms and conditions in the Trader’s E-Agreement (any Section or Appendix) shall apply to the provision by ACPL of its services as a facilitator or intermediary to the Traders to offer for sale or purchase of the Commodities via ACPL’s trading platform and also the related or ancillary services which will be provided by the third party vendors. The following comprises of a non-exhaustive, draft logistics service agreement which may be entered into by the Trader and a third party vendor.

WHEREAS the Trader desires to engage AgroGo Logistics Pte. Ltd. (ALPL) and Freight Forwarder as per the Order Confirmation provided by Trader on ACPL Trading Platform (the “Logistics Service Provider”) to provide the following logistics services as stipulated non-exhaustively in Clause 2 below;

WHEREAS ALPL shall endeavor that Logistics Service Provider is willing to perform such services for the Trader and in consideration for the terms and conditions set forth in this Agreement;

NOW THEREFORE the Logistics Service Provider and the Trader agree to the following terms and conditions thereto:

  • The Logistics Service Provider, shall provide directly or indirectly all types of ocean freight services for the Commodities (the “Logistics Services”)
  • The provision of the Logistics Services shall be subject to the Logistics Service Provider’s standard terms and conditions, terms and conditions provided at the time of quotation generation on ACPL Trading Platform, Bill of Lading as provided by Logistics Service Provider, governing to the extent that it does not contradict any of the terms and conditions in the Trader’s E-Agreement (any Section or Appendix).
  • The Logistics Service Provider shall, upon its own volition and/or upon the Trader’s request, provide a copy of its standard terms and conditions governing each of the Logistics Services to the Trader as part of its communication on ACPL Trading Platform or on emails as necessary.
  1. Responsibilities of the Logistics Service Provider

The Logistics Service Provider is obliged:

  • To assume responsibility for the ocean freight of the Commodities. The Logistics Service Provider shall book the vessel and shall enter into relevant contracts with the carrier(s) in the name of and for the benefit of the Trader (or Shipper as informed by Trader) in accordance with the transportation requirements (including, but without limitation to, sales conditions, type of shipping, delivery date and liabilities for breach of contract) provided by the Trader. The Logistics Service Provider shall track the goods and provide status reports on the goods’ transportation to the Trader as per the industry practice.
  • To perform additional work in consultation with and on instructions of the Trader; The payment for any additional work as agreed with the Trader, shall be paid directly by Trader to Logistics Service provider.
  • To report damage and missing items regarding received regarding the Commodities as promptly as possible in writing to the Trader and to request its instructions for further action;
  • To guarantee the soundness and suitability of all equipment and/or materials used in its operations; and
  • To deliver the Commodities in the same condition as in which they were received or alternatively in the agreed condition as per various communication with Trader and Bill of Lading issued.
  1. Responsibilities of the Trader 
  • All communication, queries and/or requests relating to the Logistics Services can be undertaken directly between the Trader and the Logistics Service Provider on emails of using ACPL Trading Platform. For ocean freight service, the Logistics Service Provider and Trader shall follow the process and templates/forms as provided by ALPL and ACPL on ACPL’s Trading Platform for effective coordination of ocean freight service.
  • The Logistics Service Provider shall carry out the logistics services in accordance with the Instruction Form.
  • The Trader shall notify the Logistics Service Provider in writing the care, remedies and special precautions for the cargo as required by the Logistics Service Provider. The Logistics Service Provider will not be responsible for any loss, injury, harm or damage to the cargo if the Trader fails to notify the Logistics Service Provider of the care, remedies and special precautions required for the cargo.
  • As per the Booking Confirmation issued by ALPL and all subsequent communication using ACPL Trading Platform, the Trader or its agent shall submit to the Logistics Service Provider all necessary documentation and receipts with which to undertake the Services under the terms agreed in this Contract, which will include the following contents: description of the goods to be shipped; quantity and packaging condition of the goods; date for shipping the goods; port of shipment; port of destination.
  • Trader agrees to follow the process for ocean freight as provided by ALPL on ACPL’s Trading Platform and as per the industry standard and practices.
  • Trader agrees that failure or unability to mention any surcharges or handling charges in the quotation shall not mean that the applicable surcharges (either origin or destination) have been waived off and such surcharges, if applicable, shall be included in the invoice and Trader agrees to pay such charges.
  • Trader shall not submit any Materials for Shipment that are required by the [U.S. Department of Transportation] or other applicable government agency to be placarded as a hazardous material or dangerous good (“Hazardous Materials”) except when such Hazardous Materials are fully and accurately described by the proper shipping name, are classified, packaged, marked and labeled/placarded, and in all respects in proper condition and packing for transport according to applicable international and national governmental regulations, including but not limited to the International Civil Aviation Organization (ICAO) Technical Instructions for the Safe Transport of Dangerous Goods by Air, the International Air Transport Association (IATA) Dangerous Goods Regulations and, where applicable, Title 49 of the Code of Federal Regulations
  • In consideration of ACPL and/or its subsidiaries and affiliates or Logistics Service Provider, issuing bills of lading, air waybills, ocean bills of lading, delivery orders, FAA Security Endorsements or other transportation document(s) for Hazardous Material Shipments, Trader hereby agrees to fully indemnify, defend and hold harmless ACPL, ALPL and their officers, directors and employees from and against any and all claims, liabilities, fines, penalties, damages, costs and expenses (including, but not limited to, attorney’s fees and court costs) arising out of ACPL’s or ALPL’s issuance of said transportation documents or delivery of such dangerous goods on behalf of Trader where Trader breaches its obligations of clause (a) above.
  • Advancing Money. All customs charges, duties, and fees must be paid by Trader in advance by depositing such monies in a mutually accessible account unless ALPL agrees in writing to extend credit to Trader; the granting of credit to Trader in connection with a particular transaction shall not be considered a waiver of this provision by the ALPL.  In such event, Trader authorizes ALPL or Logistics Service Partner to use the monies deposited in the account pay on behalf of Trader all costs, duties and taxes relating to such clearance, and ALPL or Logistics Service Partner shall undertake all such activities for the account of and at the risk of Trader and shall act as the agent of Trader specifically for the purpose of those activities.
  • All Materials are stored at owner’s or Trader’s sole risk of loss. ALPL shall have no liability for loss, damage or delay caused by any act of force majeure, including but not limited to any mysterious or unexplained loss or shrinkage, including due to ACPL’s or ALPL’s negligence
  • Materials that are perishable, dated, or that have a shelf life, or Materials which are susceptible to damage through temperature changes, or inherent vice, or other causes incident to general storage, are accepted in general storage at Trader’s sole risk for such damages as might result from general storage conditions, unless otherwise specified in the SOW.
  • In the event of ALPL’s or ACPL’s liability for loss or damage to the Materials, in no event shall ACPL’s or ACPL’s subsidiaries and affiliates liability per shipment be more than the nationally applicable law, accord, or € 10 per occurrence, the actual loss, or the replacement cost of the shipment, whichever is less.
  1. Communication 

All communication, queries and/or requests relating to the Logistics Services shall be undertaken directly between the Trader and the Logistics Service Provider except for the payment and invoice.

Appendix C

Inspection and Certification

PLEASE NOTE that ACPL, by its subsidiary and/or associate(s), may also, as a facilitator or intermediary, make available the Related Services for logistical (Appendix B), inspectorate/survey/certification (Appendix C), insurance (Appendix D) and/or other services via its platforms so that the Traders can utilize these services if they deem fit. The Related Services will be, provided by established third party vendors, and shall be governed by the respective vendors’ terms and conditions. The Traders acknowledge and agree that ACPL, along with its subsidiaries and affiliates, is merely a facilitator or intermediary for the Related Services, and therefore, any agreement for the Related Services shall be between the Traders and the third party vendors, and on the respective terms and conditions agreed between them. The Traders acknowledge and agree that these third party vendors are separate and independent of ACPL and ACPL’s affiliates. The provision of the related Services is at ACPL’s discretion, and such Related Services may be modified, suspended, withdrawn, cancelled or discontinued by ACPL at any time. In the event ACPL has knowledge of such modification, suspension, withdrawal, cancellation or discontinuance of the Related Services, ACPL shall notify the Traders via the ACPL Trading Platform or email.

PLEASE NOTE that the terms and conditions in the Trader’s E-Agreement (any Section or Appendix) shall apply to the provision by ACPL of its services as a facilitator or intermediary to the Traders to offer for sale or purchase of the Commodities via ACPL’s trading platform and also the related or ancillary services which will be provided by the third party vendors. Trader agrees to be bound by the Specific terms and conditions mentioned in the Inspection Services Quotation and Report.

APPENDIX D 

Insurance Services Agreement

PLEASE NOTE that ACPL, by its subsidiary and/or associate(s), may also, as a facilitator or intermediary, make available the Related Services for logistical (Appendix B), inspectorate/survey/certification (Appendix C), insurance (Appendix D) and/or other services via its platforms so that the Traders can utilize these services if they deem fit. The Related Services will be, provided by established third party vendors, and shall be governed by the respective vendors’ terms and conditions. The Traders acknowledge and agree that ACPL, along with its subsidiaries and affiliates, is merely a facilitator or intermediary for the Related Services, and therefore, any agreement for the Related Services shall be between the Traders and the third party vendors, and on the respective terms and conditions agreed between them. The Traders acknowledge and agree that these third party vendors are separate and independent of ACPL and ACPL’s affiliates. The provision of the related Services is at ACPL’s discretion, and such Related Services may be modified, suspended, withdrawn, cancelled or discontinued by ACPL at any time. In the event ACPL has knowledge of such modification, suspension, withdrawal, cancellation or discontinuance of the Related Services, ACPL shall notify the Traders via the ACPL Trading Platform or email.

PLEASE NOTE that the terms and conditions in the Trader’s E-Agreement (any Section or Appendix) shall apply to the provision by ACPL of its services as a facilitator or intermediary to the Traders to offer for sale or purchase of the Commodities via ACPL’s trading platform and also the related or ancillary services which will be provided by the third party vendors. Specific terms and conditions mentioned in the Insurance Certificate and Quotation will take priority of the information provided below here and Trader agreed to be bound by the conditions as provided in Insurance quotations and Certificates.

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