AVF Vs client CONTRACT

1. This Document is the Commission Contract between AVF and the Seller.

2. A Seller (including Transporter) on becoming a Member, of the AVF Platform, is stating that he agrees to abide by the Terms and Conditions published on the AVF Platform. The Terms and Conditions state that on the Acknowledgement of a successful Firm Bid Transaction there is a resultant Commission Contract between AVF and the Seller.

3. 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 Proposal Accepted by Launcher results in two binding relationships:

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

b. A binding Firm Bid, based on General Terms by the Launcher and the Acceptor Accepting the Firm Bid binding conditions as defined in the Terms of Reference. The Terms of Reference, unless stated otherwise in the Firm Bid, will be understood as the base commercial terms for forming the Contract between Buyer and Seller. AVF is not a party to the binding Firm Bid and resultant Commercial Contact between Buyer and Seller.

5. AVF on Firm Bid Acknowledgement shall;

a. Sends to the Seller a Firm Bid facilitating Commission Invoice on Acknowledgement of the Firm Bid, payable 7 days after the Buyer or Trader receives the Goods or the Transporter delivers the Goods. The triggering event for the payment of the Commission to AVF is defined in paragraph §7, below;

b. Send a Firm Bid Acknowledgement statement to both parties confirming the transaction has been registered and information details for the parties to prepare and sign a Commercial contract.

6. AVF charges the Seller a Commission on Firm Bid made. AVF reserves the right to adjust its Commission if Firm Bid price is subsequently increased in the Commercial Contract between the Buyer and Seller. AVF will not reduce its Commission where price is negotiated downwards between the Buyer and Seller in their Commercial Contract for any reason. The reasons may, but not limited to, include: quality, damaged goods, delivery delays, etc.

7. AVF Commission for acknowledged Firm Bid is payable by Seller as follows:

a. Seven days after the Commodities have been confirmed as delivered to the Buyer. This is normally evidenced through the Tracking system used by the Transporter. The Tracking number is sent by the Buyer or Transporter to AVF. The Commission Invoice will be payable by the Seller 7 days after the Tracking System confirms Delivery. The Buyer is obliged under the Terms of Reference to send the Tracking Number to AVF. If the Buyer does not send the Tracking Number to AVF, then the Seller is obliged to do so under this Commission Contract;

b. Where the Buyer or Transporter does not send a Tracking number to AVF within 7 days of the Firm Bid Acknowledgement, AVF will issue a Commission invoice to the Seller payable after a further 7 days. The Seller by sending to AVF the Tracking Number reverts the payment terms to paragraph §7a above;

c. Where there is a delivery delay, or delivery was not possible or the Commercial Contract cancelled or was not executable, Commission is payable 7 days after the advised Delivery Date, Contract cancellation or its non-performance;

d. Where the Tracking System Number is cancelled, the Commission invoice will be payable 7 days after cancellation. The Buyer, Seller or Transporter, by sending to AVF a new Tracking Number, reverts to payment terms in paragraph §7a above;

8. The commission payment to AVF is not subject any liabilities or dispute that the Seller and Buyer may have with each other, including the following:

a. any direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Commodities (even if caused by the Seller's negligence), nor shall any delay entitle the Buyer to terminate or rescind the Contract;

b. If for any reason the Buyer fails to accept delivery of any of the Commodities when they are ready for delivery, or the Seller is unable to deliver the Commodities on time because the Buyer has not provided appropriate instructions, documents, licences or authorisations.

9. Firm Bid Commission due to AVF will be paid in one of the following currencies: GBP, EUR, USD, PLN. If the Firm Bid is made in another currency the Commission to AVF is converted to one of the 4 stated currencies at the “buying” rate published by Poland’s Central Bank (Bank Narodowy).

10. No terms or conditions endorsed on, delivered with or contained in Launcher’s Firm Bid and confirmation of Firm Bid, its specification or other documents shall form part of the Commission Contract between AVF and Seller simply as a result of such document being referred to in the Contract between Buyer and Seller.

11. AVF Commission Contract with the Seller are in accordance with the above paragraphs, to the exclusion of all terms and conditions agreed between the Buyer and Seller, except the Goods Delivery Date.

12. The Seller, can resign from Membership of the AVF Firm Bid Platform after confirming that he is not involved in any Firm Bids on the AVF Platform and has no outstanding liabilities towards AVF.

13. AVF undertakes to maintain the Firm Bid Platform.

14. Conditions not covered in this Commission Contract between AVF and the Seller, the Terms of Reference are to be sought for guidance. Failing this, the Polish Civil Code is to be applied.

15. General:

a. The AVF Platform Definitions and Interpretations apply to this Commission Contract;

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

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

16. AVF Firm Bid Commission and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with Polish law, and the parties submit to the exclusive jurisdiction of the Polish courts.