This
Agreement describes the Terms and Conditions applicable to your use of our
website services at the California Rice Exchange (CRE). We may amend this Agreement at any time, by posting changes
to the website. Except as stated
below, all amended terms and/or conditions shall become effective immediately.
Maintaining your Registration and Buyers/Seller Information Forms in force,
signifies acceptance to these terms and conditions, including all amendments
and updates thereto. Should you
no longer agree to these terms and conditions, you may cancel your
Registration and Buyer/Seller Information Forms at any time.
User
Eligibility
Our services are available
only to individuals who can form legally binding contracts under applicable
law. Without limiting the
forgoing, our services are not available to minors.
If you do not qualify, please do not use our services.
Further, our services are not available to sellers and/or buyers who
have been temporarily or indefinitely suspended from participating on the CRE
trading floor.
Confidential
Information
All information, relating to
transactions on the trading floor, specifically
names of buyers and sellers, submitted to CRE shall be maintained as confidential.
CRE shall not disclose such confidential information to any other person,
except to another neutral third party as necessary for audit or arbitration
purposes, unless otherwise permitted.
California
Rice Exchange is Only a Venue
Our website acts as the venue
for sellers to list items (or, as appropriate, solicit offers to buy) and
buyers to bid on items. As a
result, we have no control over the completeness, quality, safety or legality
of the items advertised, the truth or accuracy of the listings, the ability of
sellers to sell items or the ability of buyers to buy items. We cannot ensure that a buyer or seller or both, will
actually complete a transaction.
Because user authentication on
the Internet is difficult, CRE cannot confirm each user’s purported
identity. CRE has implemented a
series of identity protection protocols, which may limit use to authorized
persons or entities for transaction of business on the website, but in no way
can CRE guarantee the identity of the parties.
Fees and
Services
Offering for sale, and bidding
to buy rice, on the trading floor at CRE is free.
(Note to Buyers: When you purchase rice listed on the trading floor,
you agree to accept the fees and assessments
shown in Payment Terms below.) CRE may, at any time, change our fee structure and/or services.
Fourteen (14) days advance notice will be given on the website, for any
proposed changes to our fees. In
the event we introduce a new service(s), the fees for that service(s) are
effective at the launch of the service(s).
Unless otherwise stated, all fees are quoted in U.S. Dollars. Taxes, if
any, are the responsibility of the Buyer and Seller.
Buyers
All buyers will be required to
complete a three-step (3) registration process. The registration process
starts on the Home Page, when the Register button is clicked. As you
provide the Registration information online (1), you will be asked
whether you are a Buyer, Seller or Both. Once, you designate that you
are a Buyer, the Buyer Information Form (2) will appear. You are
next asked to complete and submit the requested information. The final step
occurs when the Continue button is pushed on the bottom of the Buyers
Information Form. The User Agreement (3) is now displayed, and
Buyers will be asked to review, and agree to the terms and conditions within
the User Agreement. Selecting the “I Agree” button on the last page
does this. Upon selecting the “I Agree” button, registration information
is forwarded to CRE, who will then review the information for completeness and
accuracy. When found complete and
accurate, CRE will issue an ID (e-mail address) and password, via e-mail, fax
or postal mail. (Failure to accept the User Agreement will
terminate the registration process, with no ID (e-mail address) or password
being issued.). Access to the
active trading floors requires a valid ID (e-mail address) and password. The
registration process is a one-time occurrence.
Should a registrant select both,
as identified in the preceding paragraph, an additional form, the Seller/Grower
Information Form will be displayed.online. When the form is completed,
(along with the Buyer Information Form) the buyer will select the submit
button. At this point, the User Agreement is displayed for review and
approval. Upon receipt of the registration information, and review by CRE, a user ID
(e-mail address) and password will be issued by e-mail, fax or postal mail.
Access to the active trading floor will not be allowed without a user
ID (e-mail address) and password.
CRE in reviewing all
registrants prior to issuing a user ID and password, may require
additional financial statements including: credit reports, banking
information, corporate and/or partnership information, credit references, DNB
reports or a standby letter of credit issued or confirmed by a US main bank
approved by CRE.
Once a user ID and password
are received, the buyer will be allowed to bid on a lot or multiple lots of
rice on the active trading floor. All
bids to buy rice are firm until the close of the trading day at 12 Noon. When
a buyer bids for one or more lots of rice, and is the highest bidder at the
close of the trading day and meets or exceeds the minimum offering price, the
bid is automatically accepted, and the buyer is obligated to purchase
the one or more lots of rice. By bidding on rice listed on the trading floor,
buyers agree to be bound by the specifics of sale included in the rice lot’s
description (Offer Form), so long
as those conditions of sale are not in violation of this Agreement or
unlawful. Bids are not
retractable, except in exceptional circumstances, such as when the seller
materially changes the specifics of the rice lot after you bid, or a clear
typographical error is made. For a complete set of Trading Rules, please use
the lower locator button entitled, Trading Rules.
Upon placing a successful bid,
CRE will then contact the buyer and seller, and prepare a Sales Contract
(Option Agreement) for signature. The Sales Contract is a legally binding
document, approved by the USDA Farm Service Agency.
Payment Terms
All bids are net to the
Seller. CRE will invoice buyer
for the full purchase price of rice plus a Service Fee of $.15 per cwt., Rice
Research Assessment of $.05 per cwt., and California Rice Commission
Assessment of $.0764 per cwt. Total
contract payment is due within five (5) business days of invoice.
All contract payment terms are
Cash versus Documents (Warehouse Receipts), payable within five (5) business
days of invoice. See exception to this term (Farm Stored Warehouses) in the Sellers
section below.
All violations of the User
Agreement will be examined by the audit committee of CRE and may result in
penalties or expulsion from the trading floor.
All Bid Prices are quoted in
U.S. dollars "over", or in addition to the lower of USDA Loan Value
or USDA World Market Price for the applicable class and quality of rough rice,
net of all commissions, statutory fees and assessments.
Sellers/Growers
All sellers/growers will be required
to complete a three-step (3) registration process. The registration process
starts on the Home Page, when the Register button is clicked. As you
provide the Registration information online (1), you will be asked
whether you are a Buyer, Seller or Both. Once, you designate that you
are a Seller/Grower, the Seller/Grower Information Form (2) will
appear. You are next asked to complete and submit the requested information.
The final step occurs when the Continue button is pushed on the bottom
of the Seller/Grower Information Form. The User Agreement (3) is
now displayed, and Sellers/Growers will be asked to review, and agree to the
terms and conditions within the User Agreement. Selecting the “I
Agree” button on the last page does this. Upon selecting the “I Agree”
button, registration information is forwarded to CRE, who will then review the
information for completeness and accuracy.
When found complete and accurate, CRE will issue an ID (e-mail address)
and password, via e-mail, fax or postal mail. (Failure to accept the User Agreement will
terminate the registration process, with no ID (e-mail address) or password
being issued.) Access to the active trading floors and Offer Form (the form
used to offer rice lots on the
active trading floors) requires a
valid ID (e-mail address) and password. This registration process is a
one-time occurrence. Should
a Seller/Grower need assistance with the registration process, please call CRE
at (530) 673-8890.
CRE in reviewing all
registrants prior to issuing an user ID (e-mail address) and password, may
require additional financial statements including: credit reports, banking
information, corporate and/or partnership information, credit references, DNB
reports or a standby letter of credit issued or confirmed by a US main bank
approved by CRE.
Once a user ID (e-mail
address) and password are received from CRE, a seller/grower can submit an
offer to the trading floor by completing and submitting the Offer Form.
The Offer Form is found
on the Home Page at the upper
locator button-Sell Rice. Prior
to gaining access to the Offer Form the Seller/Grower will need to enter his
user ID (e-mail address) and password and select a Sub Category of Rice for
sale. Information on the Offer
Form may only include text that describes your rice for sale with no
pictures, graphic presentations, etc. (Note:
Sellers without a computer can offer rice for sale by completing and signing
the Offer To Sell Rice-Field Services Form, provided by a field
representative of CRE). For a complete set of Seller Rules, please refer to
the lower locator button-Seller Rules.
All offers submitted online
are firm and exclusive to CRE, for the
term shown on the Offer Form. This
means, that rice identified on the Offer Form, cannot be offered or
sold to another party during the time period specified at “Length of
Offer.” All offers will
have a minimum term of three (3) trading days.
Sellers can choose a longer offering period, with a maximum term of
ninety (90) trading days.
All offers are valid from the
date of posting at CRE, through 12 Noon of the expiration date, as shown on
the Offer Form.
All offers are
firm (non-retractable).All offers are sold when a bid price meets or exceeds the minimum offer
price listed on the Offer Form, at the close of trading. Minimum
Offer Prices are net of all deductions (Fees and Assessments).
All offers are considered
binding if the Seller receives at least one bid at, or above,
the stated minimum offer price. Sellers
are then obligated to complete the sale transaction with CRE upon close of
trading. A binding transaction
obligates both buyer and seller, unless there is an exceptional circumstance
such as: the buyer fails to meet the terms of his lot’s listing, such as
payment method. CRE will notify
all parties immediately should a bid be rejected.
When a sale is made
(confirmed), CRE will immediately contact both the Buyer and Seller, and
prepare a Sales Contract (Option Agreement). The Sales Contract (Option
Agreement) will utilize information furnished by the Seller on his Offer
Form. The fully executed Sales Contract (Option Agreement) represents a
legally binding document, approved for use by the USDA Farm Service Agency.
All contract payment terms are
Cash versus Documents. Payment to seller will occur within ten (10)
business days of invoice to buyer. Sellers must have unencumbered ownership
interest (excluding any assignments to third parties) in the rice lot(s) to be
sold, and present a valid warehouse receipt(s), showing location, amount and
quality of rice available for sale. Sellers who utilize Farm Stored rice
drying facilities, not approved by CCC, will be paid ninety (90%) percent of
the offer price, within ten (10) business days of invoice to buyer. The
remaining approximate ten (10%) percent payment (adjusted to reflect State
Grade Appraisals and certified destination weights), will be paid within five
(5) business days upon presentation of all State Grade Appraisals and
certified weights to CRE.
Any violations or failure to
deliver rice, will be examined by the audit committee of CRE and may result in
penalties or expulsion from the trading floor.
Trading Floor
Operating Hours
-
4
PM to 12 Noon Workdays, (Pacific Standard Time (PST))-Trading
floor open for trading. Bids
are accepted and posted to trading floor.
Offers will be accepted but not posted.
-
12
Noon to 4 PM-Trading floors is closed.
Offers posted to trading floor.
Confirmation notices from previous trading period sent to buyers
and sellers and posted to trading floor.
-
In
order to accommodate orders from outside of the Pacific Standard Time
zone, the trading floor will open at 4 PM on Sundays, providing, the following Monday is a
trading day.
-
A
complete calendar of trading days and operating hours are available by
utilizing the upper locator button, Calendar,
on the Home Page.
Cash Forward
Contracting
Contracts for the purchase and
sale of rice at a later date, within the same crop year, will be encouraged.
Cash Forward Contracts will be invoiced a ten (10%) percent of the
total purchase price upon confirmation, and placed into an escrow account
maintained by CRE for the benefit of the seller. Interest earned in the escrow
account will accrue to CRE to offset costs of maintaining the account. Buyers
will be invoiced for the total purchase price of the rice, upon presentation
of documents by seller, less funds paid into escrow account, payable within
five (5) business days of invoice.
Arbitration
Any controversy or claim
arising out of, or relating to, any transaction conducted on the CRE active
trading floor, CRE contracts, or Buyer’s or Seller’s Registration, or the
breach thereof, shall be settled by arbitration administered by the American
Arbitration Association in accordance with its Commercial Arbitration Rules.
Any judgment on the award rendered by the arbitrator may be entered in
any court having jurisdiction thereof.
Fraud
Without limiting any other
remedies, CRE may suspend or terminate your registration, if you are found (by
conviction, settlement, insurance or escrow investigation, or otherwise) to
have engaged in any fraudulent activity in connection with your registration,
or with our website.
Manipulation
Neither Buyers nor Sellers may
manipulate the price of any item, nor may you interfere with other user’s
listings or auctions.
Your Information
“Your Information” is
defined as any information you provide to CRE in the registration, bidding or
offering process, or through any email or fax feature.
You are solely responsible for Your Information.
With regard to Your
Information or any items listed therein: (a) shall not be false, inaccurate or
misleading; (b) shall not be fraudulent or involve the sale of counterfeit or
stolen items; (c) shall not infringe on any third party’s copyright, patent,
trademark, trade secret or other proprietary rights or rights of publicity or
privacy; (d) shall not violate any law, statute, ordinance or regulation
(including without limitation those governing export control, consumer
protection, unfair competition, anti-discrimination or false advertising); (e)
shall not be defamatory, trade libelous, unlawfully threatening or unlawfully
harassing; (f) shall not be obscene; (g) shall not contain any viruses, Trojan
horses, worms, time bombs, cancel bots or other computer programming routines
that are intended to damage, detrimentally interfere with, surreptitiously
intercept or expropriate any system, data or personal information; (h) shall
not create liability for us or cause us to lose (in whole or in part) the
services of our ISPs or other suppliers; and (i) shall not link directly, or
indirectly to, or include description of goods or services that: (aa) are
prohibited under this Agreement; (bb) are identical to other items you have up
for auction but are priced lower than your item’s reserve or minimum bid
amount; (cc) are concurrently listed for auction on a web site other that
California Rice Exchange’s; or (dd ) you do not have a right to link to or
include. Furthermore, you may not
list any item on our site (or consummate any transaction that was initiated
using our service) that, by paying to us the listing fee or the final value
fee, could cause us to violate any applicable law, statue, ordinance or
regulation, or that violates our current
Confidential Information Policy.
Solely to
enable CRE to use the information you supply us with, so that we are not
violating any rights you might have in that information, you agree to grant us
a non-exclusive, worldwide, perpetual, irrevocable, royalty-free,
sub-licensable (through multiple tiers) right to exercise the copyright and
publicity rights (but no other rights) you have in Your Information, in any
media now known or not currently known, with respect to Your Information. CRE
will only use Your Information in accordance with our Confidential Information
Policy.
Access and Interference
Our web
site contains robot exclusion headers, and you agree that you will not inject
any robot, spider, other automatic device, or manual process to monitor or
copy our web pages or the content contained herein without our prior expressed
written permission. You agree that you will not use any device, software or
routine to interfere or attempt to interfere with the proper working of the
CRE site or any auction being conducted on our site. You agree that you will
not take any action that imposes an unreasonable or disproportionately large
load on our infrastructure. Much of the information on our site is updated on
a real time basis and is proprietary or is licensed to California Rice
Exchange (CRE), by our users or third parties. You agree that you will not
copy, reproduce, alter, modify, create derivative works, or publicly display
any content (except for Your Information) from our website without the prior
expressed written permission of California Rice Exchange (CRE), or the
appropriate third party.
Breach of User Agreement
Without limiting other
remedies, CRE may immediately issue a warning, temporarily suspend,
indefinitely suspend or terminate your registration and refuse to provide our
services to you: (a) if you breach this User Agreement or the documents it
incorporates by reference; (b) if we are unable to verify or authenticate any
information you provide to us; or (c) if we believe that your actions may
cause legal liability for you, our users or us.
No Warranty
CRE, ITS SUPPLIERS AND
ITS OPERATORS PROVIDE THIS WEB SITE AND SERVICES “AS IS” AND WITHOUT ANY
WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY.
CRE, ITS SUPPLIERS AND ITS OPERATOR SPECIFICALLY DISCLAIM ANY IMPLIED
WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND
NON-INFRINGEMENT. Some states do not allow the disclaimer of implied
warranties, so the foregoing disclaimer may not apply to you.
This warranty gives you specific legal rights and you may also have
other legal rights, which vary, from state to state.
Liability Limit
IN NO EVENT SHALL CRE,
ITS SUPPLIERS, Or employees, BE
LIABLE FOR LOST PROFITS OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES
ARISING OUT OF OR IN CONNECTION WITH OUR WEB SITE, OUR SERVICES OR THIS
AGREEMENT (HOWEVER ARISING, INCLUDING NEGLIGENCE). OUR LIABILITY, AND THE
LIABILITY OF OUR SUPPLIERS, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS
LIMITED TO THE GREATER OF (A) THE AMOUNT OF FEES YOU PAY TO US IN THE 12
MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY, AND (B) $100.00.
Some states do not allow the limitation of liability, so the foregoing
limitation may not apply to you.
Indemnity
You agree to indemnify
and hold CRE and our subsidiaries, affiliates, officers, directors, agents,
and employees, harmless from any claim or demand, including reasonable
attorneys’ fees, made by any third party due to or arising out of your
breach of this User Agreement or the documents it incorporates by reference,
or your violation of any law or the rights of a third party.
Legal Compliance
Users shall comply with
all applicable laws, statutes, ordinances and regulations regarding your use
of our service and your bidding on, listing, purchase, solicitation of offers
to purchase, and sale of items.
No Agency
You and CRE are
independent contractors, and no agency, partnership, joint venture,
employee-employer or franchiser-franchisee relationship is intended or created
by this User Agreement.
Notices
Except as explicitly
stated otherwise, any notices shall be given by postal mail, electronic mail,
or fax transmittal to California Rice Exchange (in CRE’s case) or to the
postal or electronic address you provide to CRE during the registration
process (in your case). Notice shall be deemed given 24 hours after email is
sent, unless the sending party is notified that the email address is invalid.
Alternatively, we may give you notice by certified mail, postage
prepaid and return receipt requested, to the address provided to CRE during
the registration process. In such case, notice shall be deemed given 3 days after the
date of mailing.
General
This User Agreement shall
be governed in all respects by the laws of the State of California as such
laws are applied to agreements entered into and to be performed entirely
within California. We do not
guarantee continuous, uninterrupted or secure access to our services, and
operation of our site may be interfered with by numerous factors outside of
our control. If any provision of
this User Agreement is held to be invalid or unenforceable, such provision
shall be struck and the remaining provisions shall be enforced.
Headings are for reference purposes only and in no way define, limit,
construe or describe the scope of extent of such section.
Our failure to act with respect to a breach by you or others does not
waive our right to act with respect to subsequent or similar breaches.
This User Agreement sets forth the entire understanding and agreement
between us with respect to the subject matter hereof.
GLOSSARY
Bid: (bid = buy) A tender to buy a
specific lot(s) of rice listed on the trading floor, at a specific price
during the trading day.
Bid Price: Price per hundredweight that
a buyer is willing to tender, to purchase a specific lot(s) of rice, posted on
the trading floor. Price is to be
stated in US Dollars per hundredweight "over", or in addition to the
lower of USDA Loan Value or USDA World Market Price for the applicable class
and quality of rough rice, net of all commissions,
statutory fees and assessments.
Expiration
of Bid:
All bids expire at the end of each trading period (12 Noon) unless
confirmed as successful bids for the purchase rice.
Offer: (offer = sell) A tender to sell
a specific quantity and quality of rice (lot(s)), at a minimum price, for a
specific time period.
Minimum Offer Price: Bid price per
hundredweight (cwt) that will cause CRE to confirm the sale as specified on
the Offer Form. Price is to
be stated in US Dollars per hundredweight "over", or in addition to
the lower of USDA Loan Value or USDA World Market Price for the applicable
class and quality of rough rice, net of all commissions,
statutory fees and assessments.
Over:
Price per hundredweight in US Dollars, in addition to the lower of USDA Loan
Value, or USDA World Market Price, for the applicable class and quality of
rough rice, net
of all commissions, statutory fees and assessments.
Expiration of Offer: All offers will
expire as per the term specified on the
Offer Form unless first sold.
Cash Versus Documents: The final step
in the sale occurs when; the Buyer tenders a valid check or equivalent for the
purchase, and the Seller provides the necessary signed documents to transfer
rice to the Buyer.
Firm: When an offer or bid
cannot be rescinded during the time period specified. When an offer price is
met or exceeded, execution of the purchase/sale is mandatory under the trading
rules of CRE.
