T &amp; C Global Barter Exchange<br />
Trading Rules and Regulations<br />
<br />
The following trading rules and regulations form a part of and are included in the<br />
Application and Agreement which has been made with T &amp; C Global Barter Exchange<br />
(hereinafter referred to as &ldquo;TE&rdquo;). The purpose of the following rules and regulations is to<br />
facilitate the beneficial trade of goods and services among members by promoting a<br />
system and atmosphere of good and ethical business practice.<br />
<br />
Policies<br />
<br />
1. Nature of the Parties<br />
<br />
TE is a trading company that also acts as a clearinghouse and a third-party record-keeper of<br />
barter transactions among its Members, who are business owners and professionals who<br />
contract with TE to organize and facilitate barter of their goods and services with each other.<br />
Member is a legitimate business that desires to exchange its goods and/or services with<br />
other Members and wished to subscribe to TE's record-keeping and barter services.<br />
<br />
2. Nature of Trade Dollars<br />
<br />
A &ldquo;trade&rdquo; is a barter purchase or sale of goods and/or services whereby payment is made in<br />
trade dollars posted to Member's account pursuant to these Rules and Regulations. A trade<br />
dollar is an accounting unit used to record the value of trades. Owner ship of trade dollars<br />
denotes the right to receive goods or services available within the TE system. Trade dollars<br />
may be used only in the manner and for the purpose set forth in these Rules. They will not<br />
be considered legal tender, securities, or commodities. They may not be redeemed for cash,<br />
except as provided in these Rules. TE disclaims responsibility for the negotiability of trade<br />
dollars for the availability of any particular goods and services from any source.<br />
<br />
3. Liability for Trade Dollars<br />
<br />
Member acknowledges that trade dollars in the barter system (positive balances) are the<br />
liabilities of persons who have spent more than their earnings (negative balances); that<br />
there is a creditor/debtor relationship between such persons, and that trade transactions<br />
incur the normal business risks associated with any credit transaction. As a general rule,<br />
trade dollars are the liabilities of Members who owe the barter system, and not of TE, which<br />
is solely liable for its own indebtedness. TE is authorized to establish a bad debt reserve<br />
fund by charging all accounts on a regular basis an amount in trade dollars to be paid into<br />
such a fund. Any positive balances surrendered by former members in accordance with the<br />
Rules may also be paid into the reserve fund. The reserve fund may be used for operations<br />
expenses of TE or in promoting and expanding TE.<br />
<br />
4. Trade Dollar Loans<br />
<br />
Members grant to TE the right and power to make trade dollar loans to any member on<br />
terms and conditions consistent with Member's creditworthiness and ability to repay. The<br />
exercise of this power shall be at the sole discretion of TE management with regard to<br />
principal, interest, terms and conditions, lending policy, and other particulars. Members<br />
desiring to apply for a loan may be required to submit a loan application, financial<br />
statement, credit agreement, promissory note and equivalent collateral prior to approval. TE<br />
is under no obligation to extend credit at any time. The Members acknowledge responsibility<br />
for negative trade dollar balances in their trade accounts and are obligated to trade with<br />
other members or associate members when their account is negative. TE will use its best<br />
efforts to ensure timely repayment of principal and interest, appropriate collateralization,<br />
and perfection of security interest in all loans. Member acknowledges that in consideration<br />
for loan management services provided by TE, all interest, fees, charges, and any other<br />
proceeds from such loans are the sole and exclusive property of TE.<br />
<br />
5. Line of Credit<br />
<br />
TE may establish a line of credit for each member, which may be adjusted from time to<br />
time. The outstanding balance of the line of credit, as it is utilized, will be treated as a loan<br />
under these Rules. Members may stay negative in their line of credit for no more than 6<br />
months at a time. In the instance where a Members account is negative for more than 6<br />
months, TE reserves the right to recall the negative line of credit and Member agrees to<br />
repay their line of credit, in cash, in monthly installments equal to 20% of their line of credit<br />
plus interest of 2.5% monthly. A Member who makes purchases in excess of his established<br />
line of credit may, at TE's option, be billed and shall pay cash for the excess.<br />
<br />
6. Brokerage Function<br />
<br />
TE serves in a brokerage capacity in organizing and facilitating trades among Members.<br />
Responsibility for the conduct of a trade is exclusively that of the two Members participating<br />
in the trade. TE will use its best efforts to broker the trade dollars of Members into goods or<br />
services, to accurately record trades, and to administer these Rules in accordance with its<br />
terms. However, Member acknowledges that the sole principals in any trade are the buying<br />
and selling Members involved, that trades are entered into voluntarily, and that TE is not the<br />
agent of any Member, nor is it the guarantor of any trade or trade dollar.<br />
<br />
7. Availability of Products or Services<br />
<br />
TE shall use its best efforts to solicit new businesses having products or services to satisfy<br />
the needs of all Members. TE is committed to provide only those products or services that<br />
may actually be available in the exchange system at any given time. TE is not responsible if<br />
a Member cannot find specific products or services of TE.<br />
<br />
8. Definition of Member in Good Standing<br />
<br />
A Member who conducts trades in accordance with these Rules, is current in any monies<br />
owing to TE, and has a valid, unexpired Member account, is considered a &ldquo;Member in good<br />
standing&rdquo;. Only Members in good standing are entitled to the services of TE.<br />
<br />
9. Payment of Fees<br />
<br />
All fees and charges, including initial set-up fees, commissions, and other charges to<br />
Members by TE are in payment for services rendered in processing member into the<br />
exchange system, operating the clearinghouse and brokerage functions, administering these<br />
Rules, establishing and maintaining records, and facilitating Members' use of the exchange<br />
system. Member agrees to pay TE the full amount of such fees by the end of the month in<br />
which they were billed; otherwise TE shall charge interest on the outstanding balance at the<br />
rate of 18 percent per annum or $5 per month, whichever is greater. In the event that<br />
Member is in arrears for any cash fees beyond thirty (30) days, Member agrees to waive all<br />
rights to his usage of any positive trade credit balance in his account, and grants TE the<br />
right to hold any balance so long as any cash fees remain outstanding for more than thirty<br />
(30) days. Any member who has a cheque returned to TCGBE as NSF will be charged<br />
$20.00 cash.<br />
<br />
10. Identification Cards; Lost or Stolen Cards<br />
<br />
Buyer must have a valid, signed unexpired identification card in order to make a purchase.<br />
Member is solely responsible for all charges made on card(s) issued to Member's account.<br />
TE is not responsible for use of cards by any unauthorized persons. In case of lost or stolen<br />
card, Member will not be liable for unauthorized use that occurs after TE is notified in<br />
person, in writing, or by telephone, of the loss, theft, or possible unauthorized use.<br />
Identification cards issued to Members shall remain the property of TE and must be<br />
returned to TE upon demand. Additional cards may be purchased for $30 Trade.<br />
<br />
11. Trade Authorization<br />
<br />
All trades must have an authorization number issued and recorded on the trade cheque in<br />
order to be valid. If authorization is not obtained at the time of sale, TE has no obligation to<br />
post the transaction. TE reserves the right to refuse to issue and authorization number<br />
approving a transaction under any of the following conditions:<br />
I) If the buyer does not have sufficient trade dollars or line of credit to make such<br />
purchase;<br />
II) If either party is not a Member in good standing;<br />
III) If seller fails to call TE for an authorization number for any sale at the time of sale.<br />
<br />
12. Record Keeping and Errors<br />
<br />
Seller shall submit to TE a copy of the trade cheque within fourteen (14) days of each sale.<br />
TE is not responsible for posting trade cheques received fourteen (14) days after the date of<br />
sale. Trade cheques received without the buyer's signature will be returned to the seller and<br />
TE may refuse to honor such transactions. TE has the right to reverse a transaction due to<br />
non-compliance with these Rules, in which event it shall be the responsibility of the seller to<br />
collect from the buyer. All transactions are subject to audit and verification by TE and, in the<br />
case of inaccuracies; TE may debit or credit Member's account, without notice, as a result of<br />
such error. TE will issue monthly statements to Members reflecting account activity and<br />
monies due and owing to TE. Monthly statements are deemed accurate as printed unless<br />
Member notifies TE in writing of any discrepancy within thirty (30) days of statement date.<br />
<br />
13. Returns and Refunds<br />
<br />
Returns and refunds are at the discretion of the selling member unless a transaction is under dispute. Member will receive a credit to his account for the amount of a returned purchase. The trade cheque for this credit will be filled out by the seller, who will give a copy to the buyer. It is the seller's responsibility to mail or deliver the trade cheque to TE promptly so TE can credit Member's account. TE is not responsible for seller's failure to mail or deliver the trade draft promptly.<br />
<br />
14. Authorization of Credit Investigation<br />
<br />
Member authorizes TE to make whatever credit investigation deemed appropriate and to<br />
exchange any information received in the course of such investigation. TE may request<br />
reports from credit reporting agencies. If member asks whether credit report was<br />
requested, he will be informed, and if TE has received a credit report, Member will be given<br />
the name and address of the agency that supplied the report.<br />
<br />
15. Mail or Telephone Sales; Discretionary Sales<br />
<br />
Seller will obtain from TE an authorization number for all mail, internet or telephone sales,<br />
and will enter in the space provided for the cardholder's signature the printed name of the<br />
purchaser and the fact that the order was by mail (MO), internet (IO) or telephone (TO).<br />
Sales to persons without cards or to someone using the card of another, or by mail or<br />
telephone as provided in this Agreement are at the Member's sole discretion. An<br />
authorization number will be obtained for all such sales, but seller is solely responsible for<br />
satisfying himself that the buyer is in fact a cardholder or that buyer has authority to use<br />
the card of another. TE will not accept liability surrounding such sales if a dispute arises.<br />
<br />
16. Laws and Regulations<br />
<br />
Member shall abide by applicable Federal, Provincial, State and Municipal laws or regulations<br />
appropriate to any trade and TE shall not be responsible for any failure on the part of<br />
Member to comply. Member agrees not to hold TE liable for any action TE takes to comply<br />
with applicable laws or regulations.<br />
<br />
17. Taxes<br />
<br />
Seller shall charge the appropriate sales and excise taxes and collect and record these taxes<br />
on the trade cheque at the time of sale. Under no circumstances will TE be responsible to<br />
pay any sales, excise, use or other such tax on behalf of any Member. Members are advised<br />
that transactions involving trade dollars are generally treated as taxable events for Federal,<br />
Provincial, or Municipal tax purposes. The declaration and reporting of all applicable local,<br />
provincial, and Federal taxes resulting from trade transactions rests solely with the Member.<br />
Member agrees not to hold TE liable for any actions TE takes to comply with Federal Tax<br />
laws.<br />
<br />
18. Assignment of Account<br />
<br />
A Member's account is not assignable or transferable without TE's express prior written<br />
consent.<br />
<br />
19. Overpricing<br />
<br />
TE reserves the right to inquire into complaints of overpricing by a Member. Overpricing will<br />
be deemed to be the higher of the average cost range for that product or service. Violations<br />
may result in termination of Member's account and/or immediate adjustment to the<br />
transactions involved.<br />
<br />
20. Direct Trades<br />
<br />
Direct trades between Members to avoid service fees are prohibited, and if consummated,<br />
are subject to a 10 percent cash transaction fee payable upon demean; such trades may<br />
also result in suspension or termination.<br />
<br />
21. Breach of Agreement<br />
<br />
It is acknowledged, understood and agreed to by Member that should Member fail to honor<br />
and accept purchases from another card-holding member utilizing a valid ID card pursuant<br />
to these Rules, except where Member is on standby or reserve status in accordance with of<br />
these Rules, Members shall be deemed to be in material breach of this Agreement. Member<br />
acknowledges that if such event occurs, damages will accrue to TE in the business<br />
relationship between TE and the client whose ID card was not honored, and Member shall<br />
be liable for such damages.<br />
<br />
22. Freezing of Account<br />
<br />
If Member violates any terms of this Agreement now or hereafter in effect, TE may<br />
immediately terminate its account in accordance with these Rules or may freeze all activity<br />
in account without notice until such time as TE, in its sole discretion, reinstates the Member<br />
or decides to terminate the Member's account. Member acknowledges that the decision of<br />
TE to freeze and/or terminate member's account shall be final and conclusive.<br />
<br />
23. Suspension of Trading Privileges<br />
<br />
TE reserves the right, at its sole secretion, to suspend the trading privileges of any Member<br />
who is in violation of any local, provincial or federal law, or any Member with outstanding<br />
cash fees due TE which are more than thirty (30) days past due. The trading privileges of<br />
the member shall be reinstated immediately upon payment of such past due fees. TE shall<br />
have the right, at its sole discretion, of settling past due fees that are over sixty (60) days<br />
in arrears by charging a $100 cash reinstatement fee.&nbsp; Furthermore, if such cash fees remain outstanding beyond sixty (60) days, TE shall have the right to terminate the delinquent account, as provided in these rules.<br />
<br />
24. Termination<br />
<br />
Either party may terminate this Agreement upon seven (7) days written notice to the other<br />
party. Immediately upon termination, all cash and trade dollar service fees and commissions<br />
outstanding become due and payable, and;<br />
I) If Member has a negative trade balance (i.e., purchases exceed sales), member shall<br />
pay the account with trade dollars or acceptable products or services within thirty (30) days<br />
of the termination date and, after the thirty (30) day period, immediately pay TE any<br />
remaining balance in cash; or<br />
II) If member has a positive trade account balance (sales exceed purchases), Member<br />
may stay active for 120 days and spend the balance until purchases equal sales by paying<br />
TE in advance the cash commissions and service fees on the positive balance.<br />
TE identification cards must be cut in half and the pieces returned to TE immediately upon<br />
Termination. In the event of termination, there shall be no refund of annual membership<br />
fees, or commissions. All obligations under this Agreement in connection with any trade<br />
cheque presented or signed by Member shall survive any such termination.<br />
<br />
25. Amendment of Agreement<br />
<br />
TE may, in its sole discretion, modify, amend, or change the terms of this Agreement from<br />
time to time by giving Member thirty (30) days prior written notice. Any purchase or sale of<br />
products or services by Member after thirty (30) days notice period shall constitute<br />
acceptance of the new provisions.<br />
<br />
26. Fee Changes<br />
<br />
TE reserves the right to modify or change the annual membership fees, commissions, and<br />
any service fees from time to time. Member will receive thirty (30) days written notice of<br />
any such changes.<br />
<br />
27. Disclaimer of Liability<br />
<br />
TE makes no representation or warranty either express or implied, and disclaims all liability<br />
as to the fitness, quality, delivery date, merchantability, prices or any term of any trade<br />
transaction. Member does hereby indemnify and hold TE harmless with respect to any claim,<br />
debt, or liability whatsoever, arising out of any transaction wherein Member is a buyer or<br />
seller. Member acknowledges that any trade transaction in which it participates shall be on a<br />
voluntary basis, and that TE is neither its agent nor the agent of any other Member of the<br />
exchange.<br />
<br />
28. Disputes<br />
<br />
If a member disputes a transaction they must provide notice to TE in writing by mail or e-mail within 30 days of the date the transaction was posted. The trade dollars in question will then be transferred to our Escrow account for 30 days or until the dispute has been settled. In the event that the dispute cannot be settled than TE will return the trade dollars in escrow to the buying member's account. Any trade transaction disputes including those reversed by the buyer shall be only between the buyer and the seller, and shall be settled by those parties themselves.<br />
<br />
29. Enforcement<br />
<br />
Each and every term and provision contained in this Agreement and Trading Rules and<br />
Regulations is severable from every other term and provision therein. If any such term or<br />
provision should be judged invalid, illegal or unenforceable it shall not affect the validity,<br />
legality or enforce-ability of the remainder of any other term or provision. The remainder<br />
shall remain valid, legal, enforceable and in full force and effect. In the event that legal<br />
action must be taken by TE against a Member to enforce any provisions of these Trading<br />
Rules and Regulations, TE shall be entitled to recover its reasonable attorney's fees, costs<br />
and interest computed at the rate of 18% per year from the date of default until payment.<br />
Member also agrees to court venue chosen by TE's attorney.<br />
<br />
30. Advertising<br />
<br />
Unless otherwise stipulated between the parties to this agreement, Member<br />
authorizes TE to notify and advertise to other Members the availability of Member's<br />
products or services.<br />
<br />
31. Tips and Gratuities<br />
<br />
All tips and gratuities shall be paid in cash at the time and place of purchase by the buying<br />
member.<br />
<br />
32. Special Trade Procedures<br />
<br />
The following procedures apply to transactions involving special orders, construction jobs,<br />
service work, or long term leases and other work-in-process transactions.<br />
I) Buyer should obtain a written estimate PRIOR TO authorizing work to begin.<br />
II) BEFORE STARTING, if appropriate, Seller should obtain a deposit or down-payment in<br />
trade dollars in the same manner as a cash transaction. This is done with a TE invoice and<br />
authorization number. Seller should include in the contract a provision that if the Buyer does<br />
not have sufficient trade dollars in their account when an authorization is requested, the<br />
difference must be paid in CASH TO THE SELLER. TE will only issue an authorization for the<br />
amount in the account.<br />
III) In order to &ldquo;reserved&rdquo; trade dollars from the Buyer until a particular job is completed<br />
or special order item has been received, Seller must call TE for a &ldquo;Funds-In-Trust&rdquo; (F.I.T.)<br />
authorization number. The estimated amount of the completed work (less any deposits or<br />
down payment) will then be transferred from the Buyer's account into an escrow account for<br />
the benefit of the Seller. AN INVOICE SHOULD NOT BE SENT TO TE AT THIS TIME.<br />
IV) When the job has been completed or the special order item has been delivered, the<br />
Seller shall complete a TE invoice for the balance due and obtain the Buyer's signature. DO<br />
NOT CALL FOR ANOTHER AUTHORIZATION NUMBER. SELLER SHOULD WRITE THE<br />
ORIGINAL &ldquo;F.I.T.&rdquo; AUTHORIZATION ON THE INVOICE. Seller's account will be credited by TE<br />
upon receipt of the signed invoice and any required cash service fee.<br />
<br />
33. Products Sold by TE<br />
<br />
On all products owned and sold by TE, the sole and exclusive warranty made by Seller is<br />
that it has title to such products, free and clear form any lien or encumbrance. Other than<br />
set forth above, products are sold, &ldquo;As is, where is&rdquo;, and shipping charges shall be paid by<br />
the buyer. With respect to any products or services purchased by the Buyer from TE, Buyer<br />
recognizes that such items are produced and provided by others and not by TE or its<br />
affiliates. TE makes no warranty either express or implied, by the operation of law or<br />
otherwise as to the merchantability or the manufacturer of such merchandise or provider of<br />
such services for any warranty.<br />
<br />
34. Travel Bookings<br />
<br />
Travel bookings outside of Manitoba will be subject to a surcharge of 2.5%. The member<br />
understands that travel arrangements must be booked with a credit card. Cancellations<br />
must be requested in writing to the TCGBE office with a minimum of 48 hours notice. Any<br />
cancellations requested with less than 48 hours notice will be subject to a $25 cancellation<br />
fee and TCGBE cannot guarantee a refund of the member's trade dollars in this instance.<br />
<br />
35. Security Interest: Bankruptcy of Member<br />
<br />
Member grants to TE a security interest in all trade dollars credited and shall be credited to<br />
member's account for the amount to all unpaid cash fees. In the event of the insolvency or<br />
bankruptcy of Member, all cash fees shall be due and payable in full. No trades shall be<br />
allowed until all cash fees due TE have been paid in full. Should Member file bankruptcy, TE<br />
shall have the option in lieu of filing as a creditor, of deducting from member's trade dollar<br />
balance the total amount of cash fees owing, plus a 100 percent penalty for failure to pay in<br />
cash, and terminating the account.<br />
<br />
36. Surcharges<br />
<br />
As an exception to the rule that trades are to be made at prevailing prices (defined as<br />
normal or customary cash price), surcharges may be permitted in certain categories such as<br />
food, gasoline, appliances, electronics, and products where the gross margin of profit is<br />
relatively low. TE will arrange the surcharge with the Member concerned. Members will be<br />
informed of any applicable surcharges.<br />
<br />
37. Commitments and Representations<br />
<br />
TE is only responsible for commitments and representations made in writing by a duly<br />
authorized representative of TE. Brokers, agents, or employees of TE are not authorized to<br />
bind TE to any obligation or representation whatsoever without such written authorization,<br />
signed by officer of TE.<br />
<br />
38. No Waiver of Right<br />
<br />
TE's failure or delay in exercising any right shall not operate as a waiver thereof, and any<br />
single or partial exercise of a right shall not preclude any other or further exercise of any<br />
right. TE's remedies are cumulative and are not exclusive of any remedies provided by law.<br />
<br />
39. Preferential Treatment<br />
<br />
Member acknowledges that regulation of purchases, control of credit extension, and<br />
allocation of goods and services in short supply are inherent in TE's managerial<br />
responsibilities, shall be exercised at TE's sole discretion, and do not constitute preferential<br />
treatment under these Rules.<br />
<br />
40. Dissolution<br />
<br />
In the event that the TE barter system terminates or otherwise ceases to do business, all<br />
Members in a negative trade position shall pay amounts they owe in cash (one trade dollar<br />
being equal to one dollar in cash in Canadian currency) into a fund. The fund, less<br />
expenses, plus inventory on hand, will be distribute pro rata to all Members who are in a<br />
positive trade dollar position. Thus, all Members in a positive position will receive cash for<br />
their trade dollar balances to the extent that funds permit. TE shall not be liable to any<br />
Members for cash or trade dollars beyond the distribution of such funds as aforesaid.<br />
<br />
41. Member acknowledges and Warranty<br />
<br />
Member acknowledges that he has read the currently effective Trading Rules and<br />
regulations, that such Rules and Regulations are made a part of this Agreement with TE,<br />
and that the Rules and Regulations may be changed by TE from time to time in accordance<br />
with the provisions of these Rules. Member warrants that it provides all information to TE in<br />
good faith and that such information is accurate to the best of its knowledge.<br />
<br />
42. Privacy Policy<br />
<br />
Member acknowledges that all information regarding TE is proprietary to TE and disclosure<br />
of such information requires the express permission of an officer of TE. Such information<br />
includes but is not limited to member names, trading policy, offers and account information,<br />
and access to on-line information.<br />
<br />
43. Joint and Separate Liability<br />
<br />
Upon acceptance of this Agreement and opening of an account for Member by TE, the<br />
Member and individual signing for the Member hereby assume joint and separate<br />
responsibility for all purchases and fees as outlined in this Agreement, and the individual<br />
signing on behalf of a corporation agrees to guarantee to be personally liable for full<br />
performance by said corporation of this Agreement.<br />
<br />
44. Reserve or Standby Status<br />
<br />
A Member may only request Reserve or Standby Status if there account is in a positive<br />
trade dollar balance position and their fees are current. Members with exclusivity<br />
agreements may lose exclusive status if on standby for more than thirty (30) days.<br />
<br />
45. Financial Disclosure<br />
<br />
TE will be responsible to provide to Member, upon request, the exact number of members,<br />
number of trade dollars in exchange system and total trade volume in prior year.<br />
<br />
46. Captions<br />
<br />
The section captions in this Agreement are for convenience only and shall not affect the<br />
interpretation or meaning of any term or provision thereof.