ADDED VALUE FACILITATOR GENERAL TERMS OF REFERENCE

The AVF platform facilitates a Commodity Buyer and Seller reaching an agreement that is a confirmed Firm Bid. Parties to the Firm Bid can be between any two of the following: Product Manufacturer, Commodity Producer, Commodity Trader and Commodity Transporter.

This Term of Reference defines the role of AVF facilitating, for a Commission, to connect a Buyer and Seller of Commodities via a Firm Bid. In addition where AVF Members require a Transporter (for a concluded Firm Bid or for a nonrelated transaction), AVF facilitates this for a Commission.

The Terms of Reference binds the Launcher of the Firm Bid for a Set Time (24 hours), by the Launcher posting his Firm Bid on the AVF Platform. An acceptor, by Accepting the Firm Bid signifies his commitment to bind himself to the Conditions and Specifications posted. AVF confirms the Firm Bid to the Launcher and Acceptor. Both the Buyer and Seller bind themselves to the Terms of References.

AVF is not a party to any agreement between the Buyer and Seller. AVF only facilitates, for a fee, the transaction between the Buyer and the Seller. At AVF ‘s confirmation of the Firm Bid, the Seller binds himself to these Terms of Reference and becomes a party to the AVF Commission Contract.

AVF Commission Contract with the Seller is a separate legal agreement, not directly related to these Terms of Reference. The General Terms binds the Seller, as a party, to the AVF Commission Contract. The separate AVF Commission Contract only uses Buyer and Seller data, resulting from the Terms of Reference, to prepare its invoice to the Seller and seek Commission payment.

1. AVF MEMBERS, AVF Platform Applicants agree to abide to these Terms of Reference as a condition of becoming AVF Members. Only AVF Members can trade on this Platform.

2. BUYER AND SELLER,
AVF provides a platform for a Launcher to launch a Firm Bid and Acceptor to accept the Firm Bid. The Acceptor’s acceptance of the Firm Bid or his counter offer accepted by Launcher result in two binding relationships:

a. A Contract Between AVF and the Seller for a Commission for facilitating a successful Firm Bid process. The Terms of this Contract are given below;

b. A legal obligation to Contract between Launcher and Acceptor. This Terms of Reference is solely between these two parties covered separately. AVF is not a party to this legal obligation.

3. LAUNCHER and ACCEPTOR

1. Launcher is deemed to have Launched his Firm Bid in accordance with the General Terms below. Any variation to the below General Terms must be stated in the Firm Bid.

2. Acceptor Accepts the Firm Bid based on the Launcher’s stated conditions as implied by the General Terms or, where included, the variations or additions to the General Terms.

3. Counter Proposal The Acceptor can initiate Counter Proposal(s). The Counter Proposal(s) can first be made 2 hours before the Set Time. The Launcher and Acceptor are not limited in the number of Counter Proposals they can make. Where the Proposals made are in variance with the General Terms, they shall state the variation as a condition for Acceptance. The Acceptor nor Launcher can propose a Price change as Price is fixed during the Firm Bid process (Set Time).

4. FIRM BID PROCESS
Firm Bid process recognises the following:

a. The Launcher Launches the Frim Bid in accordance with the Terms of Reference and in accordance with the AVF published Commodity List. Where a Launcher wishes to Launch a Firm Bid for a Commodity that is not on the Commodity List he is required to state the details in his Firm Bid.

b. The other Members of the AVF Platform are free to choose or not to Accept the Firm Bid or make a Counter Offer;

c. The first Acceptor Accepting the Firm Bid, legally binds the Buyer and Seller to Contract together;

d. Where a Firm Bid has not been Accepted, a Counter Proposal can be made at the earliest 2 hours before the Set Time has elapsed;

e. The Launcher and Acceptor can make any number of Counter Proposals within the specified Firm Bid Set Time without any contractual obligations;

f. Acceptance of a Counter Proposal legally binds Buyer and Seller to Contract together;

g. Silence by Launcher or silence to a Counter Proposal by the other party means that no contractual relationship has been reached;

h. AVF will acknowledge the Acceptance of the Firm Bid by sending a notification to both Parties. The notification will include details of the 2 Parties to enable them to contact each other to convert the Firm Bid Acceptance into a Commercial Contract and its fulfilment.

5. FIRM BID CONDITIONS

1. No indication of identity (except GPS coordinates) can be given by:

a. The Launcher when Launching the Firm Bid;

b. The Acceptor in his Acceptance does not give indications of his identity;

c. The Launcher or Acceptor in the Counter Proposals ;

2. Launcher can deem an Acceptor’s Acceptance as invalid on one condition, that he can show a documented trade embargo between the Countries of the Launcher and Acceptor. The Launcher is obliged to immediately inform AVF of the situation. AVF will take steps to cancel the Firm Bid, even if the transaction has been Acknowledged. Any transaction that breaches or attepts to breach a trade embargo is invalid;

3. Launcher can stipulate a minimum order quantity in the Firm Bid. If the Acceptor Accepts a smaller quantity than the total in a Firm Bid, the Launcher can immediately Launch a new Firm Bid for the balance of the quantity required;

4. The Acceptor acknowledges that he has in good faith only relied on the Commodity statements, specifications, quantity and price given by the Launcher of the Firm Bid and any Counter Proposals made by him;

5. Independently from the contractual Firm Bid relationship formed between AVF and the Seller, the Buyer can ensure that the terms of its Firm Bid and any applicable specification are complete and accurate. The Buyer retains the right to have an independent specification analysis carried out prior to the Seller’s batched shipment.

6. On AVF sending a Firm Bid acknowledgment notice to both parties, the Seller is contacted with AVF for the Commission Fee;

7. Either Party to the Firm Bid should not make Bad Faith conditions that will delay or prevent the Firm Bid process to be concluded. This includes delays that prevents the Firm Bid process to be concluded with in the Set Time;

8. Where a Buyer or Seller attempt’s to conclude the Firm Bid external of the AVF Platform, the other party is obliged to report the situation to AVF. On production of evidence the party at fault will be issued an invoice for the value of 10 times the normal Commission Fee.

9. Where both Parties agree to complete or complete their Firm Bid external to the AVF Platform, both Parties will each be issued an invoice for the value 10 times the Commission Fee;

10. Nothing in this Terms of Reference shall exclude or limit the Launcher’s liability for fraudulent misrepresentation towards AVF and the Acceptor;

11. Nothing in this Terms of Reference shall exclude or limit the Acceptor’s liability for fraudulent misrepresentation towards AVF and the Launcher;

6. MEMBERSHIP RESIGNATION

Buyer, Seller, Trader and Transporter can resign from being Members of the AVF Firm Bid platform after completing the Firm Bid transaction (between Buyer and Seller) and after AVF has received the Commission from the Seller.

7. ASSIGNMENT

1. The Seller may assign the Firm Bid or any part of it to any person, firm or company.

2. The Buyer shall not be entitled to assign the Firm Bid or any part of it without the prior written consent of the Seller.

8. PRICE

1. The price for the Commodities shall be the price set out in the Firm Bid published on the AVF Platform by the Launcher.

2. The price for the Commodities shall be exclusive of any value added tax or sales tax and all costs or charges in relation to packaging, loading, unloading, carriage and insurance, all of which amounts the Buyer shall pay in addition when it is due to pay for the Commodities.

9. PAYMENT

1. Unless otherwise stated in the Firm Bid, payment to the Seller for the Goods shall become due 7 days after delivery Acceptance by the Buyer;

2. Where the Parties agree partial delivery terms, the payment to the Seller for the Goods shall become due 7 days after each delivery is Accepted by the Buyer;

3. In a Transportation Firm Bid, the Transporter is paid by the Buyer of the Goods prior to the Transporter collecting the Goods for delivery;

4. Unless stated otherwise the Firm Bid Currency is the Currency the Launcher states. Where the Acceptor wishes a different currency for the transaction, he can propose this in a Counter Proposal;

5. The Buyer shall make all payments due under the Firm Bid in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Buyer has a valid court order requiring an amount equal to such deduction to be paid by the Seller to the Buyer;

6. No payment shall be deemed to have been received until the Seller has received cleared funds.

10. DELIVERY

1. Unless otherwise stated, by GPS coordinates, the delivery of the Commodities shall take place at the Buyer’s place of business;

2. The Launcher shall state the delivery terms in the Firm Bid. Where the Acceptor wishes different delivery terms, he can propose this by a Firm Bid Counter Proposal;

3. Any dates specified in the Firm Bid by the Buyer for delivery of the Commodities are intended to be an estimate and time for delivery shall not be made of the essence by notice. If no dates are so specified, delivery shall be within a reasonable time.

5. The Seller shall provide at the Collection Point adequate and appropriate equipment and labour for loading the Goods. For ExW, the buyer is responsible for loading at the collection point.

11. NON-DELIVERY

1. The quantity of any consignment of Commodities as recorded by the Seller on despatch from the Seller's place of business or warehouse facilities shall be counter signed by the Transporter and be conclusive evidence of the quantity received by the Buyer on delivery unless the Buyer can provide conclusive evidence proving the contrary.

2. The Seller shall not be liable for any non-delivery of Commodities to the Buyer (even if caused by the Seller's negligence) unless the Buyer gives written notice to the Seller of the non-delivery within 3 days of the date when the Commodities would in the ordinary course of events have been received.

12. QUALITY

1. The Seller warrants that (subject to the other provisions of these conditions) at the time of acceptance of the Commodities by the Transporter, the Commodities are in accordance with the Specifications as stated in the Firm Bid.

2. The Seller shall not be liable for a breach of the warranty in condition 12.1, unless:

a. the Buyer gives written notice of the Specification non-compliance to the Seller, and, if the defect is not as a result of damage in transit by the Transporter, within 3 days of the time when the Buyer discovers or ought to have discovered the defect; and

b. the Seller is given a reasonable opportunity after receiving the notice of examining such Commodities. Reasonable opportunity normally will be 7 days. The Buyer (if requested by the Seller) permits a Seller’s appointed independent examination of the Commodities at his premises, at the Buyer’s cost.

3. The Seller shall not be liable for a breach of the warranty in condition 12.2 if:

a. the Buyer makes any further use of such Commodities after giving such notice; or

b. the defect arises because the Buyer failed to follow the Seller's oral or written instructions as to the storage, use or maintenance of the Commodities or (if there are none) good trade practice; or

c. the Buyer alters the Commodities without the written consent of the Seller.

4. Subject to condition 12.2 and condition 12.3, if any of such Commodities do not conform with the Specification in condition 9.1 the Seller shall at its option replace such Commodities (or the defective part) or refund the price of such Commodities at the pro rata Firm Bid rate provided that, if the Seller so requests, the Buyer shall, at the Seller’s expense, return the Commodities or the part of such Commodities which is defective to the Seller.

5. Any Commodities replaced shall belong to the Seller until other provisions in these Terms of Reference are complied with allowing title to flow to the Buyer.

6. If a defect in the Commodities arose after acceptance of the Commodities by Transporter and before acceptance of the Commodities by Buyer or his representatives, the Transporter shall be held liable for the damages caused. The pursuant of such a claim by the Buyer is subject of the Contract between Buyer and Transporter.

13. RISK / TITLE

1. The Goods are at the risk of the Buyer from the time of Goods acceptance by the Transporter.

2. Ownership of the Goods shall not pass to the Buyer until the Seller has received in full (in cash or cleared funds) all sums due to it in respect of:

a. the Commodities; and

b. all other sums which are or which become due to the Seller from the Buyer on any account.a. the Commodities; and

3. Until ownership of the Commodities has passed to the Buyer, the Buyer shall:

a. hold the Commodities on a fiduciary basis as the Seller's bailee;

b. store the Commodities (at no cost to the Seller) separately from all other goods of the Buyer or any third party in such a way that they remain readily identifiable as the Seller’s property;

c. not destroy, deface or obscure any identifying mark or packaging on or relating to the Commodities; and

d. maintain the Commodities in satisfactory condition and keep them insured on the Seller's behalf for their full price against all risks to the reasonable satisfaction of the Seller. On request the Buyer shall produce the policy of insurance to the Seller.

4. The Buyer may resell the Commodities before ownership has passed to it solely on the following conditions:

a. any sale shall be effected in the ordinary course of the Buyer's business at full market value; and

b. any such sale shall be a sale of the Seller's property on the Buyer's own behalf and the Buyer shall deal as principal when making such a sale.

5. The Buyer's right to possession of the Commodities shall terminate immediately if:

a. the Buyer has a bankruptcy order made against him or makes an arrangement or composition with his creditors, or otherwise takes the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose.

b. only of reconstruction or amalgamation, or has a receiver and/or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or documents are filed with the court for the appointment of an administrator of the Buyer or notice of intention to appoint an administrator is given by the Buyer or its directors or by a qualifying floating charge holder, or a resolution is passed or a petition presented to any court for the winding-up of the Buyer or for the granting of an administration order in respect of the Buyer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Buyer; or

c. the Buyer suffers or allows any execution, whether legal or equitable, to be levied on his property or obtained against him, or fails to observe or perform any of his obligations under the Contract or any other contract between the Seller and the Buyer, or is unable to pay its debts or the Buyer ceases to trade; or

d. the Buyer encumbers or in any way charges on any of the Commodities.

6. The Seller shall be entitled to recover payment for the Commodities notwithstanding that ownership of any of the Commodities has not passed from the Seller.

7. The Buyer grants the Seller, its agents, employees or independent inspector an irrevocable licence at any time to enter any premises where the Commodities are or may be stored in order to inspect them for quality and quantity, or, where the Buyer's right to possession has terminated, to recover them.

8. Where the Seller is unable to determine whether any Commodities are the Commodities in respect of which the Buyer's right to possession has terminated, the Buyer shall be deemed to have sold all Commodities of the kind sold by the Seller to the Buyer in the order in which they were invoiced to the Buyer.

9. On termination of the Contract, howsoever caused, the Seller's (but not the Buyer's) rights contained in this condition shall remain in effect.

14. FORCE MAJEURE

1. The Seller reserves the right to defer the date of delivery or to cancel the Firm Bid or reduce the volume of the Commodities stipulated by the Buyer (without liability to the Buyer) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of the Seller including, without limitation: acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, earthquake, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party's workforce), or restraints or delays affecting the Transporter.

15. General:

1. Unless the context requires otherwise, words in the singular include the plural and in the plural include the singular;

2. Unless the context requires otherwise, a reference to one gender includes a reference to the other genders;

3. On Completion of the Firm Bid Transaction, both Parties will be asked what they would like to be improved.

16. Headings do not affect the interpretation of these conditions.