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Terms of Use

Terms and Conditions

THIS IS A LEGAL AGREEMENT BETWEEN YOU AND RAYGLEN COMMODITIES INC. (“RAYGLEN”) STATING THE TERMS THAT GOVERN YOUR USE OF THE RAYGLEN WEB SITE AND ALL SERVICES INCLUDED THEREIN. THIS AGREEMENT – TOGETHER WITH ALL UPDATES, ADDITIONAL TERMS, SOFTWARE LICENSES, AND ALL OF RAYGLEN’S RULES AND POLICIES REFERRED TO IN THIS AGREEMENT – COLLECTIVELY CONSTITUTE THE “AGREEMENT” BETWEEN YOU AND RAYGLEN COMMODITIES INC.

TO AGREE TO THESE TERMS, CLICK “AGREE”. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT CLICK “AGREE” AND DO NOT USE THE SERVICE. YOU MUST ACCEPT AND ABIDE BY THESE TERMS AS PRESENTED TO YOU; CHANGES, ADDITIONS OR DELETIONS ARE NOT ACCEPTABLE AND RAYGLEN MAY REFUSE ACCESS TO THE RAYGLEN WEB SITE FOR NON-COMPLIANCE WITH ANY PART OF THIS AGREEMENT.

This Rayglen Commodities Inc. website, currently located at www.rayglen.com (the “Website” or “Site”), and the services offered (the “Service”) for the online trading of commodities and other items (collectively “Commodities”) are provided by Rayglen Commodities Inc. (“Rayglen”) to you (“you” or “user”) subject to the terms and conditions set forth in these Terms and Conditions and in the Privacy Policy (collectively the “User Agreement” or “Agreement”).

Acceptance of Terms. Before you attempt to use this Site or the Service, whether as a buyer or as a seller of Commodities through the Site, Rayglen Commodities Inc. requires that you read and accept all of the terms and conditions of this Agreement. BY CHECKING ON “AGREE”, YOU HEREBY AGREE THAT YOU HAVE READ, UNDERSTOOD AND ACCEPTED THIS AGREEMENT, INCLUDING THE TERMS AND CONDITIONS, THE PRIVACY POLICY AND ALL OTHER AGREEMENTS INCORPORATED BY REFERENCE IN ANY OF THE FOREGOING. In order to use this Site, you must accept this Agreement, otherwise access will not be granted to you. If you have any questions regarding this Agreement, please contact us at info@rayglen.com.

I. User Requirements
General

Rayglen may revise these Terms and Conditions at any time by updating this posting and without providing any further notice to you. You should visit this page each time you access the Site to review the current Terms and Conditions because they are binding on you. Certain provisions of the Agreement, including these Terms and Conditions, may be superseded by expressly designated legal notices or terms located on other pages on this Site. Your continued use of the Site and the Services after any such changes are posted on the Site will constitute your continued agreement to be bound to this Agreement, as amended. This Agreement was last revised on October 22, 2006.

Legal Contracts

This Site and the Service are available only to individuals aged 18 years of age or older and to authorized representatives of other legal entities capable of entering into contractual relationships. If you register to use the Site and Service as an authorized representative you represent and warrant to Rayglen that you have authority to enter into binding legal commitments on behalf of the legal entity you purport to represent. Without limiting the generality of the foregoing, no minors in any jurisdiction nor individuals who have been suspended from the Site and/or the Service may participate in the buying or selling of Commodities on this Site.

Your use of the Service includes the ability to enter into agreements and/or to make purchases electronically. YOU ACKNOWLEDGE AND AGREE THAT YOUR ELECTRONIC SUBMISSIONS CONSTITUTE YOUR AGREEMENT AND INTENT TO BE LEGALLY BOUND BY AND TO PAY FOR SUCH AGREEMENTS AND PURCHASES. YOUR AGREEMENT AND INTENT TO BE LEGALLY BOUND BY ELECTRONIC SUBMISSIONS APPLIES TO ALL RECORDS RELATING TO ALL TRANSACTIONS YOU ENTER INTO ON THIS SITE, INCLUDING NOTICES OF CANCELLATION, POLICIES, CONTRACTS AND APPLICATIONS.

Objectionable Material

You understand that by using the Service, you may encounter content that may be deemed offensive, indecent, or objectionable. Notwithstanding this, you agree to use the Service at your sole risk and that Rayglen shall have no liability to you for content that may be found to be offensive, indecent or objectionable.

System Requirements

Use of the Service requires compatible hardware, Internet access and certain software and may require obtaining updates or upgrades from time to time. All fees and costs related to such hardware, Internet access and software, including all updates and upgrades, shall be your sole financial responsibility. Because use of the Service involves hardware, software and Internet access, your ability to use the Service may be affected by the performance of these factors. High speed Internet access is strongly recommended. You acknowledge and agree that such hardware, software and internet compatibility requirements, which may be changed from time to time, are your responsibility.

Rayglen’s Privacy Policy

Except as otherwise expressly provided for in this Agreement, the Service is subject to Rayglen’s Privacy Policy at http://www.rayglen.com/privacy.aspx, which is expressly made a part of this Agreement. If you have not already read Rayglen’s Privacy Policy, you should do so now.

Territory

The Service is currently available to you only in Canada and the continental United States (where not prohibited by law) and is not available in any other location. You agree not to use or attempt to use the Service from outside of Canada or the continental United States.

Management of Information

Rayglen cannot control all of the information provided by users which may be made available through the Site or the Services. Persons using this site may find the user’s information to be inaccurate or deceptive. Additionally, while users of this Site are bound by these Terms and Conditions not to submit false material, Rayglen cannot be held responsible for any violation of these terms by users, or for the reliance by users upon false or misleading material submitted by other users. Caution and common sense must be exercised at all times by all users when using the Site and the Service. Rayglen have no control over the quality, safety or legality of the Commodities listed or any other information provided by the user about the Commodities.

You agree that you are using the Site and all material posted on the Site at your own risk.

Typographical Errors

In the event that Commodities are inadvertently incorrectly listed or in the event that a bid, offer, counter bid or counter offer is incorrectly posted to the Service due to a typographical error received from our Sellers or Buyers, Rayglen shall have the right, in its sole discretion, to refuse, cancel or refer to mediation or arbitration, any such offer, listing, bid, counter offer, counter bid or transaction for those Commodities.

Registration

In order to participate in the Service, all users must register with Rayglen by filling out a registration form and providing specific information to Rayglen. When Rayglen have notified users that their registration form is complete and has been approved, the user will be allowed to become “Registered”. Only registered users will be permitted to buy or sell through the Site.

Your Information

You agree to provide accurate, current and complete information required to register with the Service and at all other points as may be required in the course of using the Service (“Registration Data”). You further agree to maintain and update your Registration Data as required to keep it accurate, current and complete. Rayglen may terminate your rights to any or all of the Service if any information you provide is false, inaccurate, misleading or incomplete. You agree that Rayglen may store and use the Registration Data you provide (including payment card information, where applicable) for use in maintaining your accounts and billing fees to your payment card.

Account and Password

As a registered user of the Service, you may receive or establish an account (“Account”). You are solely responsible for maintaining the confidentiality and security of your Account. You should not reveal your Account information to anyone else or use anyone else’s Account. You are entirely responsible for all activities that occur on or through your Account and you agree to immediately notify Rayglen of any unauthorized use of your Account or any other breach of security. Rayglen shall not be responsible for any losses arising out of the unauthorized use of your Account which is not due to the negligence of Rayglen.

Security

During the registration process, you will be required to select a login ID and a password. You (the user) are responsible for the protection and confidentiality of your login ID and password. You agree to notify Rayglen immediately of any unauthorized use of your login ID or password or any other breach of security regarding the Site or the Service.

You agree not to attempt to, or assist another person to, circumvent, reverse-engineer, decompile, disassemble or otherwise tamper with any of the security components related to the Site or the Service for any reason whatsoever. Your compliance with these security rules may be controlled and monitored by Rayglen and Rayglen reserves the right to enforce these security rules with or without further notice to you. You agree that you will not access the Service by any means other than through software that is provided by Rayglen for access to the Service. You agree that you shall not access or attempt to access an Account that you are not authorized to access. You agree that you will not, nor will you attempt to, use a login ID or a password that does not belong to you. You agree not to modify the software in any manner or form, or to use modified versions of the software for any purposes including obtaining unauthorized access to the Service. Violations of system, network or Service security may result in civil or criminal liability.

Mandate

You acknowledge and agree that the Site and Service is only a venue for registered sellers to list Commodities and for registered buyers to make bids on Commodities. Rayglen is not involved in the transactions between buyers and sellers. Rayglen have no control over the sellers, buyers or any other aspect of the transactions between buyers and sellers.

Disputes

In the event that you have a dispute with another user of the Site or Service, you hereby agree to release Rayglen and our officers, directors, agents, affiliates, subsidiaries and employees from all claims, demands and damages (including, without limitation, actual and consequential) of every kind and nature, direct or indirect, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way connected with all such disputes.

II. Agreement

Seller’s Agreement

Once registered, a Seller may make use of the Service to post offers to sell Commodities that the Seller owns.

The Seller shall completely and accurately complete the Commodities Offer Listing form wherein the Seller shall determine, among other things, the type and quantity of the Commodities it desires to sell, the price which the Seller will accept, the time period in which the offer shall remain open, payment and delivery terms and timing.

Once the Commodities Offer Listing has been completed by the Seller and submitted to the Site by the Seller, the Seller agrees that this offer to sell the specified Commodities is irrevocable and the Seller agrees that it shall sell the Commodities on the posted terms if a Buyer accepts those terms prior to the specified offer expiry date and time.

In the event that a Seller discovers that it has inadvertently made an error in the entry of information on a particular Commodities Offer Listing, the Seller must immediately contact Rayglen at 1-800-729-4536 to attempt to remedy its error provided, however, the Seller acknowledges and agrees that Rayglen shall not be liable to the Seller for any loss that the Seller may suffer as a result of the incorrect listing and the Seller acknowledges and agrees that, should a Buyer accept such a posted Commodities Offer Listing, the Seller shall be bound to complete the transaction on the terms so accepted.

Seller acknowledges and agrees to pay all applicable costs, fees, commissions and expenses of Rayglen, to Rayglen, as same are more fully set forth in these Terms and Conditions and elsewhere on the Site.

Seller and Buyer acknowledge and agree that any counter offer made to Seller by a prospective Buyer and, similarly, any counter offer made by a Seller to that Buyer, shall remain open for acceptance for a period of 24 hours from the time that it is received by the Seller (Seller’s time shall govern in all cases), exclusive of weekends, and the Seller agrees that, if applicable, the Seller’s Commodities Offer Listing shall be extended beyond its originally posted expiry date and time to accommodate this 24 hour period. For greater clarity, Seller and Buyer agree that if, for example, this 24 hour acceptance period commences on a Friday at 3:00 p.m., the 24 hour period shall expire, assuming that neither the Friday that the counter offer is made nor the following Monday is a Saskatchewan, Canada statutory holiday, at 3:00 p.m. on the following Monday. If the following Monday is a Saskatchewan, Canada statutory holiday, the counter offer would expire at 3:00 p.m. on the next business day in Saskatchewan, Canada. In the event that a counter offer is submitted after 5:00 p.m. (Seller’s time), such counter offer will be deemed to have been submitted at 9:00 a.m. (Seller’s time) on the next business day (provided, however, that if the counter offer is actually submitted before the Commodities Offer Listing expires, the listing shall not expire until the counter offer acceptance period has expired). If a counter offer is submitted before 9:00 a.m., such counter offer will be deemed to have been submitted at 9:00 a.m. on the next business day (provided, however, that if the counter offer is actually submitted before the Commodities Offer Listing expires, the listing shall not expire until the counter offer acceptance period has expired).

By using the Service to offer for sale its Commodities, the Seller represents and warrants to Rayglen and to all other registered users of the Site and the Service that:

(a) all Commodities offered for sale are owned by the Seller, that there are no liens or encumbrances that may affect the Seller’s right to sell the Commodities to a Buyer free and clear of all encumbrances, the Seller has full right and authority to sell the Commodities;

(b) the posted Commodities Offer Listing is, subject to the specified offer expiry date and time, irrevocable and, should a Buyer accept the Commodities Offer Listing or should the Seller accept a Buyer’s counter-offer or should a Buyer accept a Seller’s counter-offer (as applicable, the “Accepted Offer”), the Seller shall be bound to sell the Commodities on the terms and for the price set forth in the Accepted Offer;

(c) from the time that the Commodities are posted in a Commodities Offer Listing until the expiry of the Commodities Offer Listing or, if there is an Accepted Offer, until the Commodities are delivered to a Buyer, the Seller is responsible to store and maintain the Commodities in the same condition as they were described in the Commodities Offer Listing;

(d) it shall pay all applicable fees and commissions;

(e) it shall ensure Commodities are available for transport to the Buyer on the earliest date specified for shipping availability in the Accepted Offer;

(f) it shall accept final payment once tendered by Buyer and, if applicable, it shall self-assess, report, collect and remit all applicable taxes to the appropriate taxing authorities; and

(g) it shall abide by all of the terms of the Accepted Offer and of this Agreement as the same may be amended or supplemented from time to time.

Buyer’s Agreement

Once registered, a Buyer may make use of the Service to post bids to purchase Commodities that have been posted to the Site by registered Sellers.

If a Buyer desires to purchase Commodities listed on the Site, on all of the terms and conditions specified by a Seller in the Commodities Offer Listing, the Buyer shall accept the Commodities Offer Listing by clicking on the acceptance button and, by so doing, the Buyer acknowledges and agrees that it shall pay the Seller the price for the Commodities, shall pay all applicable taxes thereon (whether to the Seller or to the appropriate taxing authority, as the case may require), shall pay all applicable, fees, commissions, costs and expenses of Rayglen to Rayglen and shall arrange and pay for the shipping of the Commodities from the Seller’s designated location within the time set forth for doing so in the Accepted Offer.

Once a bid or a counter-offer has been completed by a Buyer and submitted to the Site, the Buyer agrees that the bid and, as applicable, the counter-offer, is irrevocable and the Buyer agrees to purchase the Commodities on the terms of the Accepted Offer.

In the event that a Buyer discovers that it has inadvertently made an error in the entry of information on a particular bid counter bid or counter offer, the Buyer must immediately contact Rayglen at 1-800-729-4536 to attempt to remedy its error provided, however, the Buyer acknowledges and agrees that Rayglen shall not be liable to the Buyer for any loss that the Buyer may suffer as a result of the incorrect bid, counter bid or counter offer and the Buyer acknowledges and agrees that, should a Seller accept such a posted bid, counter bid or counter offer, the Buyer shall be bound to complete the transaction on the terms so accepted.

All Buyers acknowledge and agree that all Sellers may specify in the Commodities Offer Listing that it does not wish to do business with certain specified Buyers. Likewise, all Sellers acknowledge and agree that all Buyer may specify that it does not wish to do business with certain specified Sellers. In the event that a Buyer is apparently successful in purchasing Commodities from a Seller but it is discovered that the Seller had indicated that it would not do business with that apparently successful Buyer, or if it is discovered that the Buyer had indicated that it would not do business with that apparently successful Seller, the transaction of purchase and sale shall be voidable at the option of the party that indicated that it did not wish to do business with the other party.

Seller and Buyer acknowledge and agree that any counter offer made to Seller by a prospective Buyer and, similarly, any counter offer made by a Seller to that Buyer,shall remain open for acceptance for a period of 24 hours from the time that it is received by the Seller (Seller’s time shall govern in all cases), exclusive of weekends, and the Seller agrees that, if applicable, the Seller’s Commodities Offer Listing shall be extended beyond its originally posted expiry date and time to accommodate this 24 hour period. For greater clarity, Seller and Buyer agree that if, for example, this 24 hour acceptance period commences on a Friday at 3:00 p.m., the 24 hour period shall expire, assuming that neither the Friday that the counter offer is made nor the following Monday is a Saskatchewan, Canada statutory holiday, at 3:00 p.m. on the following Monday. If the following Monday is a Saskatchewan, Canada statutory holiday, the counter offer would expire at 3:00 p.m. on the next business day in Saskatchewan, Canada. In the event that a counter offer is submitted after 5:00 p.m. (Seller’s time), such counter offer will be deemed to have been submitted at 9:00 a.m. (Seller’s time) on the next business day (provided, however, that if the counter offer is actually submitted before the Commodities Offer Listing expires, the listing shall not expire until the counter offer acceptance period has expired). If a counter offer is submitted before 9:00 a.m., such counter offer will be deemed to have been submitted at 9:00 a.m. on the next business day (provided, however, that if the counter offer is actually submitted before the Commodities Offer Listing expires, the listing shall not expire until the counter offer acceptance period has expired).

By using the Service to purchase Commodities, whether by accepting a Commodities Offer Listing, by having its counter-offer accepted by a Seller or by accepting a Seller’s counter-offer, all Buyers represent and warrant to Rayglen and to all other registered users of the Site and Service that:

(a) the Buyer has full right and authority to purchase the Commodities that it bids on or that it submits counter-offers for;

(b) the Buyer shall be bound to purchase the Commodities on the terms and for the price set forth in the Accepted Offer;

(c) the Buyer’s bid or, as applicable, counter-offer, is irrevocable (subject to the specified expiry date and time);

(d) it shall pay the Seller the purchase price for the Commodities, in full, as specified in the Accepted Offer and, in addition thereto, that it shall pay to the Seller all applicable taxes (or it shall self-assess, report and remit to the appropriate taxing authority all applicable taxes);

(e) it shall pay to Rayglen all applicable fees, commissions, costs and expenses;

(f) it shall arrange and pay for the transport of the Commodities and that it shall remove the Commodities from the Seller’s premises not later than the final day so specified for so doing in the Accepted Offer; and

(g) it shall abide by all of the terms of the Accepted Offer and of this Agreement as the same may be amended or supplemented from time to time.

III. Sales of Commodities

Buyer / Bidder Conduct

You acknowledge and agree that once you have placed a bid or submitted a counter-offer, you are bound to honour that bid, or counter-offer, as the case may be. You may not retract the bid or counter-offer. Manipulation of the sale price of Commodities in any manner is strictly prohibited including, without limiting the generality of the foregoing, bidding through an agent or any other entity, or by communicating with other buyers or sellers, or by shill bidding. Without in any manner limiting the remedies available to Rayglen or any other person or entity that may be affected by such activity, any such attempt to improperly affect the sale price of Commodities will result in the termination of all of your rights to use the Site and the Service.

 

Binding Offer to Purchase

If you are the successful bidder (Buyer) for posted Commodities or if the Seller accepts your counter-offer (or you accept the Seller’s counter-offer), you are obligated to complete the transaction with the Seller and to pay the purchase price for the Commodities, all applicable taxes and to pay all fees, commissions and other amounts set forth herein to the Seller and to Rayglen (as applicable), unless the transaction is prohibited by law or by this Agreement. All Buyers and Sellers agree that accepting an offer or a counter-offer on the Site is the legal equivalent of placing an irrevocable purchase order. In the event that the Commodities that are set forth in a Commodities Offer Listing are ‘sold’ to more than one Buyer, the first in time accepted offer shall govern.

 

Postponement and Cancellation

Rayglen reserves the right to postpone or cancel any Commodities offer, counter-offer, bid or any sale resulting therefrom, in its absolute, unfettered discretion, without notice. Rayglen will have no liability to any bidders, whether apparently successful or unsuccessful, or sellers as a result of any withdrawal, cancellation or postponement of any Commodities offer, counter-offer or bid or any sale, or apparent sale, that may appear to have resulted thereform.

 

Void Offers, Counter-Offers and Bids

Rayglen reserve the right to reject, void or direct to arbitration or mediation, in its sole discretion, offers, counter-offers, bids and counter bids that they feel have not been made in good faith, that contain typographical errors, are intended to manipulate the Service, or are prohibited by law. Rayglen will have no liability to any Buyers, whether apparently successful or unsuccessful, or to any Sellers as a result of any such rejection, voiding or directing to mediation or arbitration of any such offers, counter-offers, bids or counter bids.

 

Successful Bids

Rayglen will be the sole and exclusive judge in the determination of whether a bid is a successful bid. Notwithstanding the foregoing, Rayglen shall not be liable for any errors or omissions, negligently caused or otherwise, relating to any such determination, whether by Rayglen or some other person acting under the direction and control of Rayglen.

 

IV. Fees, Commissions and Penalties

Rayglen’s fees, payments and commissions for buyers and sellers are incorporated by reference herein and can be viewed at www.rayglen.com/commission.aspx. Rayglen may change their fees, payments and commissions from time to time as deemed necessary by Rayglen. All such changes will be effective immediately following the posting of same on the Site. Your use of the Site and the Service constitutes your binding agreement to pay all such fees, costs, commissions and other charges to Rayglen in connection with any purchase or sale of Commodities on the Site.

V. Transaction process

Liability for Commodities

The Commodities shall be and remain at the risk of the Seller until Deemed Receipt (as hereinafter defined). The Commodities shall be and remain at the risk of the Buyer and/or the Buyer’s designated transportation provider while in transport. The Commodities shall be and remain at the risk of the Buyer once delivered to the designated location.

 

Sales and Other Taxes

All bids and counter-offers entered by Buyers or prospective buyers must be net of all taxes imposed with respect to the sale or purchase transaction. Buyers are liable for all such taxes or for establishing to the Seller’s satisfaction a valid exemption from all such taxes. Each Buyer agrees that it shall indemnify and hold Rayglen harmless from or in respect of any tax, cost or expense relating to the failure of the buyer to satisfy any tax liability related to a transaction. Each Seller agrees that it shall indemnify and hold Rayglen harmless from or in respect of any tax, cost or expense relating to the failure of the seller to satisfy any tax liability related to a transaction.

 

Payment

Full payment from the successful bidder (the Buyer) in the amount of the accepted offer or accepted counter-offer, as the case may be, plus all applicable taxes must be paid to the Seller and, as applicable, to the appropriate taxing authority as specified in the Accepted Offer or, if not so specified, within fifteen (15) business days after the acceptance of the Accepted Offer.

 

Buyer Default

If the successful bidder (the Buyer) does not make full payment of the purchase price, all applicable taxes, fees and commissions, in accordance with the payment schedule and terms set forth in the Accepted Offer (or where not so specified, as set forth herein), the Buyer shall be considered to be in default and shall be subject to the Default Fee set forth on the Site www.rayglen.com/commission. In addition, any Buyer considered to be in default pursuant to the terms of this Agreement may, in Rayglen’s sole discretion, be barred from further use of the Site and/or Service.

 

Buyer Removal of Commodities

Buyers (successful bidders) are responsible for loading and shipping the Commodities for transportation, unless otherwise noted in the accepted offer (or counter-offer). Seller agrees to have the Commodities available for transportation to the successful bidder as set forth in the Accepted Offer or, if not so specified, no later than one (1) business day after the acceptance of the Accepted Offer for the Commodities. Buyer may remove the Commodities from the seller’s location once the total purchase price, all applicable sales taxes, fees and commissions has been received by Seller and by Rayglen. If a Buyer has not removed the Commodities from the Seller’s location within ten (10) business days after the end of the period specified for the delivery of Commodities, the Buyer will be responsible for directly paying the Seller any and all storage fees, if levied by the Seller.

Seller may deem a Buyer’s failure to claim purchased Commodities within thirty (30) days following the end of the period specified for the delivery of the Commodities to be evidence of the Buyer’s intention to abandon the Commodities. Where a Buyer fails to claim Commodities within thirty (30) days following the end of the period specified for the delivery of the Commodities, a Seller may take action that is adverse to Buyer’s interest in the Commodities including, but not limited to, any appropriate steps to dispose of the Commodities through the Service. In the event that this occurs, Buyer shall remain liable to the Seller for the purchase price and all applicable taxes for the sale of the Commodities and Buyer shall remain liable to Rayglen for its commissions thereon.

Freight and Transportation

In the case of an accepted “fob” offer, bid or counter offer, the Buyer (successful bidder) is responsible for all freight, shipping and other costs related to transporting the Commodities from the Seller’s posted location, including but not limited to, all costs associated with certificates and/or permits required to move the Commodities within or across provincial, state and/or country borders. In the case of an accepted “delivered” offer, bid or counter offer, the Seller is responsible for all freight, shipping and other costs related to transporting the Commodities from the Seller’s location to the Buyer’s posted delivery location, including but not limited to, all costs associated with certificates and/or permits required to move the Commodities within or across provincial, state and/or country borders. Buyers and Sellers, as the case may be, are advised to have all such certificates and permits issued and completed prior to transporting the Commodities; otherwise the Buyer or Seller (as applicable) may be subject to cleaning, permit, and/or other fees if the Commodities is stopped and held at any Port of Entry or border crossing. Rayglen will not be liable for any acts or omissions arising from third party transportation arrangements and Rayglen shall not be liable for any act or omission of any transportation provider. Neither the Buyer nor the Seller, as applicable, may transport the Commodities until full payment (including all applicable taxes, fees and commissions) has been received by the Seller and by Rayglen and it is the responsibility of the shipper party to ensure that such payments have been received.

 

Deemed Receipt

Subject to any express term of the Accepted Offer to the contrary, once Deemed Receipt (as defined below) has occurred for any given Commodities, any dispute claim subsequently filed by the Buyer are invalid. Deemed Receipt of Commodities occurs, subject to any express term of an Accepted Offer to the contrary, at the first occurrence of any of the following milestones (unless a dispute claim has been previously filed by the Buyer), provided full payment of the purchase price, all applicable taxes, fees and commissions has been received by the Seller and by Rayglen:

a) At the time the Commodities leaves the point of pick-up at the Seller’s location, if Buyer transports the Commodities itself rather than using a common carrier. Buyers transporting the Commodities themselves are required to thoroughly examine, and shall for all purposes be deemed to have examined and accepted, the Commodities prior to removing same from the Seller’s location

b) Ten (10) business days after the end of the period specified for the delivery of Commodities in the Accepted Offer.

c) Twenty-four (24) hours after delivery of the Commodities to the Buyer’s designated location, if the purchased Commodities is sold from Canada or the United States and is subsequently delivered within Canada or the United States. If the end of this 24-hour period falls on a Saturday, Sunday or a Saskatchewan, Canada statutory holiday, Deemed Receipt (on the basis of the passing of this 24 hour period) will not occur until the earlier of

(i) the first non-weekend day or (ii) the first non-statutory holiday day, thereafter. If the purchased Commodities is sold from Canada or the United States and such Commodities is to be delivered outside of Canada or the continental United States, Deemed Receipt (on the basis of the passing of this 24 hour period) will occur 24 hours after the Commodities is delivered to a Canadian or United States Port of Export.

 

Ownership Certification, Verification and Lien Searches

Sellers are responsible for posting Commodities to the Site and/or to the Service, free and clear of all liens and encumbrances of any nature or kind. In its sole discretion, Rayglen may carry out registration, encumbrance and lien searches to investigate the existence of filed Bank Act (Canada), PPSA or UCC financing statements on the Commodities that may affect the transfer of title to the Commodities to a Buyer. Rayglen may charge the Seller a lien search fee for this verification and the Seller hereby acknowledges and agrees that Seller shall pay all such fees and applicable taxes to Rayglen immediately following Rayglen’s request. If the Seller fails to remove any lien, encumbrance or adverse claim on or to any Commodities sold by it or fails to perform or comply with any other of its obligations contained in this Agreement, Buyer (or Rayglen) may, remove such lien, encumbrance or adverse claim using Seller’s sale proceeds (set-off) or Rayglen may invoice the Seller for all costs associated therewith (including, without limitation, all applicable taxes) or Rayglen may cancel the sale transaction. The Seller shall pay Rayglen, on demand, all of Rayglen’s fees and costs incurred in connection with any removal of any liens, encumbrances or adverse claims or in connection with Rayglen’s performance thereof, as the case may be, together with interest thereon at the rate of 10% per annum compounded daily until paid in full. No such payment or performance by Rayglen shall be deemed to be a waiver of this breach of this Agreement by the Seller, nor shall it relieve the Seller of any of its obligations under this Agreement.

 

Seller Default Fee

If, for any reason, the Seller withdraws Commodities listed on the Site, the Seller agrees to pay Rayglen a removal fee equal to the greater of (i) 2% of the Commodity Offer Listing price (as set by the Seller) or (ii) $50 (“Removal Fee”). If, for any reason, prior to the acceptance of an offer or counter-offer, Rayglen removes Commodities from the Site for any breach of this Agreement by the Seller, the Seller agrees to pay Rayglen the Removal Fee.

Buyer Default Fee

If for any reason the successful bidder (Buyer) fails to complete a purchase of Commodities and/or fails to pay the Seller the purchase price and all applicable taxes and/or fails to pay Rayglen all of its fees, commissions and other costs, the successful bidder (Buyer) hereby agrees that it shall be liable to, and shall, pay, in addition to all of the foregoing outstanding amounts, to Rayglen, a default fee equal to the greater of (i) 2% of the Commodity Offer Listing price (as set by the Seller) or (ii) $50 (“Default Fee”).

 

Adjudication of Disputes

Rayglen will be the sole authority responsible for the review and adjudication of any dispute between buyer and seller. All determinations made by Rayglen shall be final and binding on the buyer and seller.

 

VII. Disclaimer; Limitation of Liability; Indemnity

RAYGLEN WARRANTS THAT IT WILL PROVIDE THE SERVICE WITH REASONABLE CARE AND SKILL AND SUBSTANTIALLY IN ACCORDANCE WITH THIS AGREEMENT. EXCEPT AS EXPRESSLY PROVIDED HEREIN, RAYGLEN MAKES NO OTHER WARRANTIES, CONDITIONS OR PROMISES ABOUT THE SERVICE OR THE SITE, EXPRESSED OR IMPLIED, AND ALL SUCH WARRANTIES, CONDITIONS AND PROMISES ARE EXCLUDED TO THE FULL EXTENT PERMITTED BY LAW. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING:

(i) RAYGLEN DOES NOT GUARANTEE, REPRESENT OR WARRANT THAT YOUR USE OF THE SITE OR SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE AND YOU AGREE THAT FROM TIME TO TIME RAYGLEN MAY REMOVE THE SERVICE FOR INDEFINITE PERIODS OF TIME OR CANCEL THE SERVICE AT ANY TIME, WITHOUT NOTICE TO YOU;

(ii) RAYGLEN DOES NOT GUARANTEE, REPRESENT OR WARRANT THAT THE SERVICE WILL BE FREE FROM LOSS, CORRUPTION, ATTACK, VIRUSES, INTERFERENCE, HACKING OR OTHER SECURITY INTRUSION AND RAYGLEN DISCLAIMS ALL LIABILITY RELATING THERETO. YOU AGREE THAT YOU ARE RESPONSIBLE FOR BACKING UP YOUR OWN SYSTEM ON A REGULAR BASIS;

(iii) THE COMMODITIES, SITE AND SERVICE, INCLUDING ALL CONTENT, FUNCTIONS, MATERIALS AND INFORMATION MADE AVAILABLE ON OR ACCESSED THROUGH THE SITE OR THE SERVICE, ARE PROVIDED ON AN “AS IS”, “AS AVAILABLE” BASIS WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE;

(iv) RAYGLEN MAKES NO WARRANTY THAT THE COMMODITIES, SITE OR SERVICE WILL MEET USERS’ REQUIREMENTS OR EXPECTATIONS, AND EXPRESSLY DISCLAIMS ANY WARRANTIES OR GUARANTEES THAT BY LISTING COMMODITIES ON THE SERVICE OR THE SITE, THE LISTED COMMODITIES WILL BE SOLD;

(v) IF YOU ARE DISSATISFIED WITH THE SITE OR ANY SERVICES ON THE SITE, YOUR SOLE REMEDY IS TO DISCONTINUE USING THE SITE AND THE SERVICE;

(vi) RAYGLEN MAKES NO REPRESENTATION OR WARRANTY REGARDING ANY COMMODITIES OR SERVICES PURCHASED OR OBTAINED THROUGH THE SERVICE OR ANY TRANSACTIONS ENTERED INTO THROUGH THE SERVICE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM RAYGLEN OR THROUGH THE SITE OR THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO CERTAIN USERS;

(vii) RAYGLEN HEREBY EXPRESSLY DISCLAIMS ANY ENDORSEMENT OR WARRANTY OF ANY COMMODITIES SOLD ON OR THROUGH THE SERVICE, AND ANY RESPONSIBILITY FOR ANY MISREPRESENTATIONS OR BREACHES COMMITTED BY ANOTHER USER.

 

Limitation of Liability

IN NO EVENT SHALL RAYGLEN BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM (A) ANY INJURY TO ANY PERSON OR PROPERTY CAUSED BY THE COMMODITIES OR THEIR TRANSPORT OR STORAGE OR (B) DEFECTS IN SUCH COMMODITIES; ON ANY THEORY OF LIABILITY INCLUDING, WITHOUT LIMITATION, PRODUCT LIABILITY.

IN ADDITION, IN NO EVENT WILL RAYGLEN BE LIABLE FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES THAT ARE DIRECTLY OR INDIRECTLY RELATED TO THE USE OF, OR THE INABILITY TO USE, THE SERVICE, THE SITE OR ITS CONTENT INCLUDING WITHOUT LIMITATION MATERIALS AND FUNCTIONS RELATED THERETO, INCLUDING WITHOUT LIMITATION, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS OR LOST SALES, EVEN IF RAYGLEN OR AN AUTHORIZED REPRESENTATIVE THEREOF HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO CERTAIN USERS.

IN NO EVENT SHALL THE TOTAL LIABILITY OF RAYGLEN TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER BY STATUTE, IN CONTRACT OR IN TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, PRODUCT LIABILITY OR OTHERWISE) ARISING FROM THIS AGREEMENT OR YOUR USE OF THE SITE AND THE SERVICE EXCEED, IN THE AGGREGATE, $250.00.

 

Indemnity

You agree to defend, indemnify and hold harmless Rayglen, its officers, directors, agents, subsidiaries, affiliates and employees from all claims, demands and damages, actual and consequential, of every kind and nature, direct or indirect, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way connected with any breach or violation by you of this Agreement, any use by you of the Site or any disputes or damages arising out of your use of or contracts formed with you through this Site.

 

VIII. General Provisions

Prices

All prices and dollar amounts listed in this Agreement or on the Site are expressed in Canadian dollars.

Taxes.

Buyers, if applicable, are responsible for providing Sellers with valid resale certificates for each transaction processed through the Service. Buyers that do not provide valid resale certificates in a timely manner will be required to self-assess and remit all sales and use taxes to the appropriate taxing authorities. You acknowledge and agree that while the successful bidder (Buyer) is primarily liable for sales and use taxes due with respect to transactions and Seller is secondarily liable for such taxes, you (each of the Buyer and the Seller) jointly and severally agree to indemnify Rayglen for any and all liability relating to the calculation, collection and remittance of any applicable taxes or other expenses which may be incurred or assessed in connection with your use of the Service and the purchase and/or sale of any Commodities thereby.

 

Third Party Links

Where the Site provides links to third party Internet sites, no representations or endorsements are made in connection with such sites. Rayglen is not liable for any damages or injury arising from use of such sites. All such links are provided for your convenience and you choose to use them at your own risk.

 

Modification and Availability

Rayglen may, at any time, delete, modify or supplement the content of this Site without prior notice. Rayglen reserves the right, for any reason, at its sole discretion, to terminate, change, suspend or discontinue any aspect of the Site or the Service, including, but not limited to, any content, service or hours of availability. Rayglen may also impose limits on certain features of the Service or restrict your access to part or all of the Site or the Service without notice or penalty.

 

Monitoring

You agree that Rayglen shall have the right, but not the obligation, to monitor at any time, for any reason at its sole discretion, all material and content on the Site and the Service. Rayglen reserves the right at all times to edit, disclose or refuse to post any material or information or request removal of or remove any material or information from the Site.

 

Access and Interference

You agree that you will not use any automatic device or manual process to monitor or copy Rayglen’s Site, Service, web pages or the content contained herein. You agree that you will not use any device, software or routine to interfere or attempt to interfere with the proper working of the Site or Service. You agree that you will not take any action that imposes an unreasonable or disproportionately large load on Rayglen’s Site infrastructure.

 

Service Integrity

Rayglen make reasonable commercial efforts to make their Service and Site available at all times, however, Rayglen are not responsible for any service interruptions, including, but not limited to, interruptions that may affect the receipt, processing and acceptance of bids or other aspects of a sale.

 

Termination

This Agreement constitutes a legally binding agreement between you and Rayglen Commodities Inc. until terminated by you or by Rayglen, which Rayglen may do at any time, without notice, at Rayglen’s sole discretion. If you become dissatisfied with the Service or the Site, in any way, your only recourse is to immediately discontinue use of the Service (and pay any applicable Removal Fee or Default Fee).

 

Jurisdiction

This Agreement and the use of the Service shall be interpreted and shall be governed by the laws of the Province of Saskatchewan and the laws of Canada applicable therein, without regard to conflicts of laws rules.

 

Copyright and Trademarks

The trademarks, tradenames, designs and all material contained on this Site, including all portions of the web site, content, site design, text, graphics, and all intellectual property rights thereto are the sole and exclusive property of Rayglen or its licensors. The use of any such property for any other reason, on any other web site, or the modification, distribution or republication of this material without the prior written permission from Rayglen is strictly prohibited.

 

Severability

If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision shall be enforced to the maximum extent permissible so as to affect the intent of this Agreement, and the remainder of this Agreement shall continue in full force and effect.

 

Waiver

The failure by either you or Rayglen to exercise or enforce any rights or provisions of this Agreement shall not constitute a waiver of such right or provision.

 

Limitation Period

You agree that any cause of action arising out of or related to the Service or this Agreement must commence within twenty-four (24) months after the cause of action arose; otherwise, such cause of action is permanently barred.

 

Survival

All provisions in this Agreement regarding representations and warranties, indemnification, disclaimers and limitations on liability shall survive any termination of this Agreement.

 

Entire Agreement. This Agreement comprises the entire agreement between you and Rayglen and supersedes all prior agreements between the parties, regarding the subject matter contained herein. No other terms, whether express or implied, shall apply unless specifically incorporated by reference herein.

 

Need assistance?

You can always speak with a Rayglen representative who will help you with any question you may have. They can be reached at 1-800-729-4536, Monday through Friday from 9 a.m. to 5 p.m. Saskatchewan Time or via email at info@rayglen.com.