Grain Trading Online

Grain Trading Online’s User Agreement

This Agreement describes the terms and conditions that govern your use of our website and services at http://www.graintradingonline.com.au (the "Site") and our general principles.

You must read, agree with and accept all of the terms and conditions contained in this User Agreement, which include those terms and conditions expressly set out below and those incorporated by reference, before you may become a member of Grain Trading Online (“GTO”).

We may amend this Agreement at any time in our discretion by posting the amended terms on our Site or communicating the same to you via email. Except as stated below, all amended terms shall automatically be effective 14 days after they are initially posted on our Site or emailed to you. If you do not agree with such changes, you must terminate your membership of GTO in writing to admin@graintradingonline.com.au This Agreement may not be otherwise amended except in writing signed by you and GTO. This agreement is effective at the time of your registration with GTO.

Definitions

“Agreed Purchase Price” means the price that is the highest bid accepted by the Seller after the Seller’s Reserve price is met

“Buyer” means an individual, partner, company or organisation that is purchasing a product from a Seller. Any Buyer who registers will be responsible for any purchases made via the Site

“Closing Time” means 6.00 pm on the day nominated by the Seller after which will no longer be accepted

“Fee” means 1% of the Agreed Purchase Price and is exclusive of GST (this fee may be reduced from time to time at GTOs discretion, for example, where a Seller guarantees to sell a certain amount of tonnage through the site each year)

“Grain Levy” means the percentage of the farm gate value of the grain payable to the Department of Agriculture, Fisheries & Forestry. The Grain Levy is additional to GTO’s fee

“GTO” means Grain Trading Online

“Member” means a person who has completed the registration and been approved by GTO to buy and/or sell Grain on the Site

“Order” means the grain purchased via the Site

“Reserve” means the minimum price you will accept for the purchase of your Grain

“Seller” means an individual, partner, company or organisation that is selling Grain. Any Seller who registers will be responsible for any listings of Grain made via the Site

“Site” means www.graintradingonline.com.au

Recitals

1. GTO operates the Site and acts as a service for Sellers and Buyers to assist transactions of Grain

2. Sellers engage GTO to list specific Grain through the Site in accordance with this User Agreement

3. GTO is paid a Fee for the sale of Grain through the Site

4. GTO will invoice Sellers directly for the Fee incurred by listing and selling Grain on the Site

5. Sellers will not be charged a Fee for Grain not sold on the Site

Terms and Conditions

1. Membership

GTO’s services are available only to, and may only be used by, individuals, partners, companies or organisations who can form legally binding contracts under applicable law. Without limiting the foregoing, our services are not available to persons under 18 years of age or to temporarily or indefinitely suspended Grain Trading Online members. If you do not qualify, you are not qualified to use our services.

2. Services

2.1 Registering and bidding on items at Grain Trading Online is free. When you list Grain you will be charged for the use of our services should your Grain be sold via the Site.

2.2 We may change our Fee for our services from time to time. Any changes to our Fee are effective after we provide you with at least fourteen (14) days notice of the changes by being posted on our Site or notification to you by email. However, we may choose to temporarily change our Fee for our services for promotional events (for example, discounts for regular users) and such changes are effective when we post the temporary promotional event on the Site or advise Sellers by email of such a promotion.

2.3 We may in our sole discretion change some or all of our services at any time. In the event we introduce a new service, the fees for that service are effective at the launch of the service.

2.4 You are responsible for paying all fees associated with using our service and our Site and all applicable taxes (including any goods and services which will be included in amounts billed to you).

2.5 You cannot request another member to pay your Grain Trading Online Fee. However, you may wish to consider Grain Trading Online Fee when determining the reserve price of your item.

3. Grain Trading Online is not an Auctioneer

3.1 Although we may from time to time be referred to as an online grain auction web site, we are not a traditional "auctioneer". Instead, our Site acts as a tool to allow members to offer, sell, and buy Grain at any time, from anywhere, in an auction-style format commonly referred to as an "online auction". We are not involved in the actual transaction between buyers and sellers. As a result, we have no control over the quality, safety or legality of the items or content posted by users on the Site, 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 and do not guarantee that a buyer or seller will actually complete a transaction or act lawfully in using our Site.

3.2 As GTO is not involved in the actual transaction between buyers and sellers, in the event that you have a dispute with one or more members, you release Grain Trading Online (and any associated persons or parties) from claims, demands and damages (actual, special, direct, indirect and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.

3.3 We send you communications and notices regarding your transactions and your account on our Site. Our communications do not represent any endorsement, guarantee or legitimisation of your transactions. You are responsible for completing all transactions you participate in (including monitoring the status and complying with all relevant legal obligations). We do not control, endorse or approve the items, information or content provided by other users which is made available through our system. Please use caution, common sense, and practice safe trading when using our Site. Please note that there are also risks of dealing with persons or people acting under false pretense.

4. Payment

4.1 Where a transaction totals $50,000.00 or more (excluding GST) GTO reserves the right to request evidence of a Buyer's ability to pay these moneys. It is then soley GTOs decision whether this evidence is accepted.

4.2 For Buyers, payment for grain is required 21 days (unless otherwise agreed and at GTO's sole discretion) from the date which is the end of the business week of delivery of grain.

4.3 For Sellers, payment for GTOs fee & the grain levy is due and payable 21 days from the date which is the end of the business week of delivery of grain (unless otherwise agreed and subject to the sole discretion of GTO).

4.4 For those Buyers whom GTO has not provided prior confirmation of 30 day payment terms the following provision strictly apply:

4.4.1 Upon the successful bid by the Buyer will within 60 hours deposit cleared funds equal to or more than the amount of the load to be delivered, or an amount equal to the total purchase price into Grain Trading Online Pty Ltd Trust Account (“GTO”).

4.4.2 Forthwith upon the Buyer depositing the required cleared funds into GTO’s Trust Account, the Buyer will forward written notification to GTO via facsimile or email (facsimile number 07 4663 5289; email: admin@graintradingonline.com.au).

4.4.3 As soon as practicable after receipt of confirmation that the deposited purchase price is cleared funds GTO will provide notification of receipt of the money to both the Buyer and the Seller.

4.4.4 Once the Seller has received notification from GTO that the Purchase Price has been deposited into GTO’s Trust Account as cleared funds the Seller will permit delivery. Delivery is to be arranged between the Buyer and the Seller independent to this transaction (including any weighing which must also be arranged between the Buyer and the Seller).

4.4.5 In the event that the quantity of grain is to be delivered in multiple loads, the Buyer is required to deposit a minimum of the value of the load to be delivered and this applies to all subsequent deliveries until the total purchase price has been paid.

4.4.6 Upon the delivery of grain from the Seller to the Buyer the Seller with complete a Declaration substantially in accordance with the attached Annexure “A” and will forward it to GTO by facsimile or ordinary post within 5 working days.

4.4.7 The Buyer and Seller both acknowledge and agree that GTO will not be required to invest any purchase monies deposited into its Trust Account.

4.4.8 If the Buyer does not lodge an objection with GTO within 60 hours of delivery of the grain the Buyer will be deemed to be satisfied with the quality and quantity of the grain and authorises GTO to immediately release the Purchase Price (less any Fee payable to GTO and the Grain Levy) to the Seller within two (2) working days of the expiration of the said 60 hour period.

4.4.9 Should GTO be notified of any dispute between the Buyer and the Seller regarding the quality and quantity of the grain or in any other way related to the transaction GTO will hold the purchase price in trust or pay the purchase price into the relevant Queensland Court. Where GTO is on notice of a dispute it will not pay the funds to the Seller until it has received written direction from the Buyer and the Seller.

4.4.10 The Buyer and the Seller both acknowledge that they have each been advised to and have been afforded the opportunity of, obtaining independent legal advice in relation to this Agreement prior to entering into it. The Buyer and Seller have elected to proceed either without such advice or having obtaining such independent advice as they in the circumstances require.

4.4.11 It is the responsibility of the Buyer and the Seller to arrange delivery.

Upon delivery, if the grain is rejected by the Buyer on the grounds that the grain does not match the description listed on the website, the Seller will be responsible for the cartage costs to return the grain to him/her.

If the grain is however rejected by the Buyer for any other grounds (other than listed above) the Buyer will be responsible for the cartage costs to return the grain to the Seller.

4.3.12 In the event of a weigh-bill charge being payable for grain being delivered, the seller is responsible for this cost (unless otherwise agreed between the parties).

4.4 Sellers agree that GTO will provide a Recipient Created Tax Invoice for grain sold.

5. Bidding and Buying

5.1 You are obligated to complete the transaction with the seller if you are the highest bidder as described below, unless the transaction is prohibited by law or this User Agreement. If you are the highest bidder at the end of an auction (meeting the applicable minimum bid or reserve requirements) and your bid is accepted by the seller, you are obligated to complete the transaction with the seller.

5.2 By bidding on an item you agree to be bound by this Agreement. Bids are not retractable except in exceptional circumstances such as when the seller materially changes the item's description after you bid, a clear typographical error is made, or you cannot authenticate the seller's identity.

6. Listing and Selling

6.1 You must be legally able to sell the Grain you list for sale on our Site. You must describe your item and all terms of sale on the listing page of our Site. Your listings may only include text descriptions as advised and other content relevant to the sale of that item. All listed items must be listed in an appropriate category.

6.2 If you receive at least one bid at or above your stated reserve price, you are obligated to complete the transaction with the highest bidder upon the closing time unless there is an exceptional circumstance.

6.3 Once a sale is confirmed via the Site, a Seller will be notified by email and by text message of the purchase of their Grain and will be provided with the contact details of the Buyer (and the Buyer will be provided with the contact details of the Seller) so that the Buyer and Seller can arrange for the delivery of Grain, in relation to the sale of Grain through the Site, between themselves.

6.4 The Agreed Purchase Price is exclusive of GST.

6.5 Without limiting any other remedies available to Grain Trading Online at law, in equity or under this Agreement, Grain Trading Online may, in its sole discretion, suspend or terminate your account if we suspect that you have engaged in fraudulent activity in connection with our Site.

6.6 Neither you, nor any other bidders or sellers may manipulate the price of any item, nor may you interfere with other members' Grain listed for sale.

7. Obligations

7.1 The information provided (including but not limited to the information provided during registration and any Grain listed) must not:

be false, inaccurate or misleading;
be fraudulent;
infringe any third party's proprietary rights;
violate any applicable law, statute or regulation;
link directly or indirectly to or include descriptions of goods or services that are concurrently listed for sale elsewhere other than Grain Trading Online.

8. Breach

8.1 Without limiting other remedies available to Grain Trading Online at law, in equity or under this Agreement, we may, in our sole discretion, immediately issue a warning, temporarily suspend, indefinitely suspend or terminate your membership and refuse to provide our services to you if:

you breach this Agreement, the Privacy Policy or the terms and policies those documents incorporate by reference;
we are unable to verify or authenticate any information you provide to us; or
we believe that your actions may cause legal liability for you, our users or us.

9. Government Grain Levy

9.1 A levy is payable to the Australian Government on Coarse Grains and Wheat to provide funding for research and development programs administered by the Grains Research & Development Corporation (GRDC). The Levies Revenue Service (LRS) receives these funds and forwards them to the GRDC.

9.2 Leviable coarse grains are: barley, triticale, oats, cereal rye, sorghum, maize, millet and canary seed. Legumes are also leviable.

9.3 The producer of the Grain, that is, the person who owns the coarse grains immediately after harvesting is liable to pay the levy. For ease of administration however, GTO shall attend to the payment of the grain levy on the Seller’s behalf.

9.4 The Levies payable are a percentage of the farm gate value. Levies are as follows:

1.015% - wheat, barley, sorghum, oats and chick peas

0.70% - corn (maize)

1.00% - mung beans and millet

There is no levy payable on Cotton Seed

9.5 The Department of Agriculture, Fisheries and Forestry governs these levies.

9.6 More information can be found directly from the Department if necessary or at www.daff.gov.au/levies

9.7 Grain Trading Online will deduct the grain levy from the Agreed Purchase Price held in Trust.

10. Quantity Tolerance

The Seller shall have the option of delivery five percent (5%) or 12 tonnes, whichever is the lesser quantity, more or less than the contractual quantity at the Contract price.

11. Privacy

11.1 Grain Trading Online has a Privacy Policy which applies to all members and is incorporated into this User Agreement by reference. Our current Privacy Policy is available at http://www.graintradingonline.com.au/privacypolicy

11.2 You will continue to be bound by the Privacy Policy provisions (and any amendments we make to the Privacy Policy) while you are a member of Grain Trading Online.

12. No Warranty

We provide our web site and services on an "as is" basis and without any warranty or condition, express, implied or statutory. To the extent permitted by law, we specifically disclaim any implied warranties of title, merchantability, fitness for a particular purpose and non-infringement. Furthermore 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 our control.

13. Time

Time is of the essence.

14. Liability

14.1 In no event shall we or any related entities or our suppliers be liable for lost profits or any special, incidental or consequential damages arising out of or in connection with our site, our services or this agreement (however arising, including negligence). You agree to accept sole responsibility for the legality of your actions under the laws which apply to you. You agree that Grain Trading Online and any related entities of Grain Trading Online have no responsibility for the legality of our members' actions.

15. Indemnity

You agree to indemnify and hold us and (as applicable) our parent, subsidiaries, affiliates, officers, directors, agents, and employees, harmless from and against any claims, demands, proceedings, losses and damages (actual, special and consequential) of every kind and nature, known and unknown, including reasonable solicitors' fees, made by any third party due to or arising out of your breach of this Agreement or the terms and policies it incorporates by reference, or your violation of any law or the rights of a third party.

16. Legal Compliance

16.1 You shall comply with all applicable domestic (including common law) 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. Specifically, you must ensure that your activities, Grain you list, and information you post on our Site do not violate any relevant fair trading legislation.

16.2 Notwithstanding the successful conclusion of a transaction on our Site, you must ensure strict compliance with any agreement made afterward including any delivery and/or storage (if applicable).

16.3 You alone, and not Grain Trading Online, are responsible for confirming that your activities are lawful. You must ensure that you comply with all applicable laws. You must also ensure that you comply with all clauses of this user agreement and the privacy policy, and all other terms and policies incorporated by reference (if any) in those documents.

17. No Agency

You and Grain Trading Online are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.

18. Notices

Except as explicitly stated otherwise, any notices shall be given by registered ordinary post or by facsimile transmission or email to Grain Trading Online Pty Ltd PO Box 273, Dalby Qld 4405 Facsimile: 07 4663 5285 email: admin@graintradingonline.com.au , or to the email address you provide to Grain Trading Online during the registration process (in your case). Alternatively, we may give you notice by ordinary post or by facsimile or email to the address, fax number or email address provided to Grain Trading Online during the registration process, or as updated by you as relevant. Any notice shall be deemed given (a) if sent by email, 24 hours after email is sent, unless the sending party is notified that the email address is invalid, (b) if sent by ordinary post or pre-paid post, three Business Days after the date of posting, and (c) if sent by facsimile transmission, on the Business Day the transmission is sent (as long as the sender has a confirmation report specifying the facsimile number listed above, the number of pages sent and the date of the transmission). For purposes of this section, "Business Day" means a day on which banks are open for general business in Brisbane, Queensland, other than a Saturday, Sunday or public holiday.

19. Complaints

19.1 If you have a complaint about the conduct of a Seller, Buyer or GTO, you must notify GTO at admin@graintradingonline.com.au of the nature of the complaint.

20. Arbitration

Any controversy or claim arising out of or in connection with this Agreement may at our discretion be settled by binding arbitration by reference to a commercial disputes centre. You agree to be bound by the ruling arbitrator. The costs of the dispute are borne by the originator.

21. GST

In this Clause “GST” refers to goods and services tax under A New Tax System (Goods and Services) Act 1999 (“GST Act”) and the terms used have the meanings as defined in the GST Act.

It is agreed that all amounts to be paid by any party (the Buyer) to another party hereunder (the Seller) being the consideration for any supply hereunder are exclusive of GST.

In respect of any liability of the relevant Seller for GST in respect of any such taxable supply the Buyer covenants to pay to the Seller at the same time as any payment is made involving the Seller in GST liability, the additional amount of GST, together with the payment to which it relates.

In respect of each payment by the Buyer under (19.3), the Seller agrees to deliver to the Buyer, as required under the GST Act, tax invoices in a form which complies with the GST Act, and the regulations, to enable the Buyer to claim input tax credits in respect of the taxable supply.

General

This Agreement shall be governed in all respects by the laws of the State of Queensland, Australia. All members of this Site irrevocably submit to the non-exclusive jurisdiction of the courts of Queensland, Australia. The provisions of this Agreement are severable, and if any provision of this Agreement is held to be invalid or unenforceable, such provision may be removed and the remaining provisions shall be enforced. You agree that this Agreement and all incorporated agreements may be automatically assigned by Grain Trading Online, in our sole discretion, to a third party in the event of a merger or acquisition. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or 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. You agree that this Agreement may not be construed adversely against us solely because we prepared it. This Agreement and the terms and conditions incorporated herein set forth the entire understanding and agreement between us with respect to the subject matter hereof.

ANNEXURE ‘A’

DECLARATION

I, (name) of (address) in the State of (state), do hereby certify and declare as follows:

1. I am the legal owner or I am authorised on behalf of (Trust Company?) to deal with (description of grain, quantity, quality etc) (“the grain”) as listed on the GTO website.

2. I accept and have complied with all the terms and conditions of the GTO Online User Agreement.

3. The grain is free from any charge, encumbrance, or lien in favour of any other person or corporation at the date of listing on the GTO website.

4. I indemnify GTO in respect of any actions, suits, claims, costs or demands brought by any person or corporation claiming adverse title over the grain.

5. On (date) day of (month) 200 (year) at (time) (Amount of Grain) tonne of (Type of Grain) was collected from (address) and delivered to (address) .

6. I acknowledge and agree that GTO will not be required to invest any purchase monies deposited into its Trust Account.

7. I authorise GTO to release to me the purchase price less:

(a) GTO’s commission of on the entire order; and

(b) The grain levy of 1.015% being the amount of on the entire order.

8. I appreciate and understand that GTO rely upon the contents of this Declaration and if I were to make this Declaration falsely this document may be used as the basis of a criminal charge against me.

AND I MAKE this Declaration conscientiously believing the same to be true.

Signed and DECLARED ]

by ]

this day of ]

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