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BCIS Rules and Regulations
BCIS Rules and Regulations
| BCIS Rules and Regulations |
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| Written by Administrator |
| Monday, 09 October 2006 16:46 |
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The Following Trading Rules and Regulations form part of and are included by specific reference in the Application and agreement which has been made with Barter Consultants International, Inc. South (Hereinafter referred to as “BCIS”) a Trade Exchange • Nature of the Parties BCIS is a trading Company that also acts as a clearinghouse and third-party record-keeper of barter transactions among its members, who are business owners and professionals who contract with BCIS to organize and facilitate barter of their goods and service with each other. Member is a legitimate business that desires to exchange its goods and/or services with each other members and wished to subscribe to BCIS’s record-keeping and barter services. • Nature of Trade Dollar A “trade’ is a barter purchase or sale of goods and/or services whereby payment is made in trade dollars and posted to members account pursuant to these Rules and Regulations. A “trade Dollar” is an accounting unit used to record the value of trades. Ownership of trade dollars denoted the right to receive goods or services available within the BCIS system. Trade Dollars may be used only in the manner and for the purpose set forth in these Rules. They will not be considered legal tender, securities, or commodities. They may not be redeemed for cash, except as provided in these rules. BCIS disclaims responsibility for the negotiability of trade dollar or for the availability of any particular goods or services from any source. • Liability for Trade Dollars Member acknowledges that trade dollars in the barter system (positive balances) are the liabilities of persons who have spent more than their earnings (negative balances); that there is a creditor/debtor relationship between such person, and that trade transactions incur the normal business risks associated with any credit transaction. As a general rule, trade dollars are the liabilities of Members who owe the barter system, and not of BCIS, which is solely liable for its own indebtedness. BCIS is authorized to establish a bad debt reserve fund by charging all accounts on a regular basis an account in trade dollars to be paid into such fund. Any positive balances abandoned or surrendered by former members in accordance with the rules may also be paid into the reserve fund. • Trade Dollar Loans Members grant BCIS, the right and power to make trade dollar loans to any member on terms and conditions consistent with Member’s creditworthiness and ability to repay. The exercise of this power shall be at the sole discretion of BCIS management with regard to principal, interest, terms and conditions, lending policy, and other particulars. Members desiring to apply for a loan may be required to submit a loan application, financial statement, credit agreement, promissory note and equivalent collateral prior to approval. BCIS is under no obligation to extend credit at any time. BCIS will use its best efforts to ensure timely repayment of principal and interest, appropriate collateralization, perfection of security interests in all loans. Member acknowledges that in consideration for loan management services provided by BCIS, all interests, fees, charges, and any other proceeds from such loans are the sole and exclusive property of BCIS. • Line Of Credit BCIS may establish a line of credit for each member, which may be adjusted from time to time. The outstanding balance of the line of credit, as it is utilized, will be treated as a loan under these rules. A member who makes purchases in excess of his established line of credit must sell his/her products or services at 100% trade until such excess deficit is cured. At BCIS’s option, he may be billed and shall pay in cash for the excess. • Brokerage Function BCIS serves in a brokerage capacity in organizing and facilitating trades among members. Responsibility of the conduct of a trade is exclusively that of two members participating in the trade. BCIS will use its best efforts to broker the trade dollars of members into goods or services, to accurately record trades, and to administer these rules in accordance with its terms. However, Member acknowledges that the sole principals in any trade are the buying and selling members involved, that trades are entered into voluntarily, and the BCIS is not the agent of any member, nor is it the guarantor of any trade or trade dollar. • Availability of Products or Services BCIS shall use its best efforts to solicit new businesses having products or services to satisfy the needs of all members. BCIS is committed to provide only those products or services that may actually be available in the exchange system at any given time. BCIS is not responsible if a member cannot find specific products or services to buy from other members. • Definition of “Member in Good Standing” A Member who conducts trades in accordance with these rules, is current in any monies owing BCIS, and has a valid, unexpired Member account, is considered a “Member in good standing”. Only members in good standing are entitled to the services of BCIS. • Payment of fees All fees and charges, including initial set-up fees, commissions, and other charges to members by BCIS are in payment for services in processing member into the exchange system, operating the clearinghouse and brokerage functions, administering these rules, establishing and maintaining records, and facilitating members use of the exchange system. Member agrees to pay BCIS the full amount of such fees within 10 days of the date of the monthly statement; otherwise BCIS shall charge interest on the outstanding balance at the rate of 18% per annum. In the event that the member is in arrears for any cash fees beyond thirty (30) days, member agrees to waive all rights to his usage of any positive trade credit balance in his account, and grants BCIS the right to holds any such balance so long as any cash fees remain outstanding far more that thirty (30) days. • Trade Drafts Buyer must have valid, printed BCIS or BCI trade draft in order to make a purchase. Member is solely responsible for all charges made using trade drafts issued to member’s account. BCIS is not responsible for use of trade drafts by unauthorized persons. In case of lost or stolen trade drafts, member will not be liable for unauthorized use that occurs after BCIS is notifies in person, writing, or by telephone, of the loss, theft, or possible unauthorized use. Trade drafts issued to members shall remain the property of BCIS and must be returned to BCIS upon demand. • Trade Authorization All purchases of $1,000.00 or more must be approved by BCIS prior to sale and have an authorization number issued and recorded on the trade draft. If authorization is not obtained at time of sale, the exchange has no obligation to post the transaction. BCIS reserves the right to refuse to issue an authorization number approving a transaction under any of the following conditions: o If the buyer does not have sufficient trade dollars or line of credit to make such purchase; o If either party is not a member in good standing; o If seller fails to call the exchange for an authorization number for any sale at the time of sale. • Record-Keeping and Errors Seller shall submit to BCIS a copy of trade draft within seven (7) days of each sale. BCIS is not responsible for posting trade drafts received sever (7) days after the date of sale. Trade drafts received without the buyer’s signature will be returned to the seller and BCIS may refuse to honor such transactions. BCIS has the right to reverse a transaction due to non-compliance with these rules, in which event it shall be the responsibility of the seller to collect from the buyer. All transactions are subject to audit and verification by BCIS and, in case of inaccuracies, BCIS may debit or credit member’s account, without notice, as a result of such error. BCIS will issue monthly statements to members reflecting account activity and monies due owing to BCIS. Monthly statements are deemed accurate unless member notifies BCIS in writing of any discrepancy within thirty (30) days of statement date. • Returns and Refunds Member will receive a credit to his account for the amount of a returned purchase. The trade draft 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 draft to BCIS promptly so BCIS can credit Member’s account. BCIS is not responsible for seller’s failure to mail or deliver the trade draft promptly. • Authorization of Credit Investigation Member Authorizes BCIS to make whatever credit investigation deemed appropriate and to exchange any information received in the course of such investigation. BCIS may request reports from credit reporting agencies. If member asks whether a credit report is requested, he/she will be informed, and if BCIS has received a credit report, member will be given the name and address of the agency that supplied the report. • Mail or Telephone Sales: Discretionary Sales Seller will obtain from BCIS an authorization number for all mail or telephone sales, and will enter in the space provided for the trade draft holder’s signature the printed name of the purchaser and the fact that the order was placed by mail (MO) or telephone (TO). Sales to persons without trade drafts or to someone using the trade draft of another, or by mail or telephone as provided in this agreement are at member’s sole discretion. An authorization number will be obtained for all such sales over $1,000.00, seller is solely responsible for satisfying him/herself that buyer is in fact a trade draft holder or that buyer has authority to use the trade draft of another. BCIS will not accept liability surrounding such sales if a dispute arises. Any trade draft over $1,000.00 must be confirmed by seller before the transaction is completed. • Laws and Regulations Member shall abide by applicable Federal, State, and local laws or regulations appropriate t any trade, and BCIS shall not be responsible for any failure on the part of member to comply. Member agrees not to hold BCIS liable for any action BCIS takes to comply with applicable laws or regulations. • Taxes Seller shall charge the appropriate sales and excise taxes and collect and record these on the trade draft at the time of sale. Under no circumstances will BCIS be responsible to pay any sales, excise, use or other such tax on behalf of any member. Members are advised that transactions involving trade dollars are generally treated as taxable events for Federal, State, and Local tax purposes. The declaration and reporting of all applicable local, State, and Federal taxes resulting from trade transactions rests solely with the member. Further, That BCIS is requires by Federal Law to obtain the correct taxpayer identification number of member (who is required by law to provide such number) and to report all trade sales of members to IRS of form 1099-B. Failure to provide the correct taxpayer identification number may result in the imposition of back-up with holding of 20% of the gross proceeds of each sales transaction, under Federal law. Member agrees not to hold BCIS liable for any actions BCIS takes to comply with Federal laws. • Assignment of Account A member’s account is not assignable or transferrable without BCIS’s express prior written consent. • Overpricing All members offering goods and services agree that they will price their goods and services at their normal or customary cash price, regularly published retail list price, cost-plus basis, or based upon fair and reasonable market value. BCIS reserves the right to inquire into complaints of overpricing by a member. Violations may result in termination of Member’s account and/or immediate adjustment to the transactions involved. • Direct Trades Direct trades between members to avoid service fees are prohibited, and if consummated, are subject to an additional 10% cash transaction fee payable upon demand, such trades may also result in suspension or termination of membership. • Breach of Agreement It is acknowledged, understood and agreed to by member that should member fail to honor and accept purchases from another account holding member utilizing a valid trade draft pursuant to these rules, except where member is on standby or reserve status in accordance of these rules, members shall be deemed to be in material breach of this agreement. Member acknowledges that if such event occurs, damages will accrue to BCIS in the business relationship between BCIS and the client whose draft was not honored, and member shall be liable for such damages. • Freezing of Account If member violates any terms of this agreement now or hereafter in effect, BCIS, may immediately terminate its account in accordance with their rules or may freeze all activity in account without notice until such time as BCIS in its sole discretion, reinstates the member or decides to terminate member’s account shall be final and conclusive. • Suspension of trading Privileges BCIS reserves the right, at its sole discretion, to suspend the trading privileges of any member who is in violation of any local, State, or Federal law, or any member with outstanding cash fees due BCIS, which are more than thirty (30) days past due. The trading privileges of the member shall be reinstated immediately upon payment of such past due fees. BCIS shall have the right, at its sole discretion, of settling past due fees that are over sixty (60) days in arrears by charging a 100% penalty on the cash due in trade dollars. A member so penalized may reverse the transaction by making the cash payment within thirty (30) days of such penalty. Furthermore, if such cash fees remain outstanding beyond sixty (60) days, BCIS shall have the right to terminate the delinquent member’s account, as provided in these rules. • Termination Either party may terminate this agreement upon ten (10) days written notice to the other party. Immediately upon termination, all cash and trade dollar service fees and commissions outstanding become due and payable, and: 1. If member had a negative trade balance (i.e. purchases exceed sales), member shall pay the account with trade dollars or acceptable products or services within thirty (30) days of the termination date and, after the thirty (30) day period, immediately pay BCIS any remaining negative balance in cash; or 2. If member has a positive trade account balance (sales exceed purchases), member may stay active for 120 days and spend the balance until purchases equal sales by paying BCIS in advance the cash commissions and service fees on the positive balance. BCIS trade drafts must be destroyed immediately upon termination. Any use of BCIS trade drafts after termination shall be unauthorized and will be considered theft. In event of termination, there shall be no refund of annual membership fees, or commissions. All obligations under this agreement in connection with any trade draft presented or signed by member shall survive any such termination. • Amendment of Agreement BCIS may, in its sole discretion, modify, amend, or charge the terms of this agreement from time to time by giving member thirty (30) days prior written notice. Any purchase or sale of products or services by member after thirty (30) days notice period shall constitute acceptance of the new provisions. • Fee Changes BCIS reserves the right to modify or change the annual membership fees, commissions, and any service fees from time to time. Member will receive thirty (30) days written notice of any such changes. • Disclaimer of Liability BCIS makes no representation or warranty either express or implied, and disclaims all liability as to the fitness, quality, delivery date, merchantability, prices or any term of any trade transactions. Each BCIS member does hereby indemnify and hold BCIS harmless with respect to any claim, debt, or liability whatsoever, arising out of any transaction wherein member is either a buyer or seller. Member acknowledges that any trade transaction in which it participates shall be on a voluntary basis, and that BCIS is neither its agent nor the agent of any other member of the exchange. • Disputes (a) Any trade transaction disputes shall be only between the buyer and seller, and shall be settled by those parties themselves. Members shall use their best efforts to settle the dispute. To this effect, the disputing members shall consult and negotiate with each other in good faith and, recognizing their mutual interests, attempt to reach a just a equitable solution satisfactory to both parties. (b) Notwithstanding subparagraph “(a)” above, all BCIS members have agreed: Prior to the institution of any form of litigation regarding payment, service or credits due by any member, against any other member or members, all parties must mediate their dispute regarding payment, service or credits due in good faith pursuant to the Mediation Policy of Barter Consultants International, Inc South, which policy is published as a part of the trading Rules and regulations of Barter Consultants International, Inc. South. “Trade Account Application an Agreement” as amended. (c) Meditation Policy of barter Consultants International, Inc. South Leaving disputes regarding payment, service or credits due between barter partners unresolved is not in the best interests of BCIS or any barter/trade association doing business with BCIS. Disputes inhibit trade, harm business reputations, harm good will, and otherwise detract from the efficient and effective conduct of barter business. Trading litigation to resolve business disputes is expensive time-consuming, and harmful to continuing business relationships. Litigation involving barter/trade disputes among BCIS Trade Exchange member businesses also harms the reputation of BCIS and the perception of barter as an attractive and profitable way of doing business. Mediation provides an alternate mechanism and forum to disputing parties. It employs an objective and neutral trained third party mediator to work with disputants willing to seek settlement of disagreements short of litigation. In the context of BCIS and its membership, mediation offers the same benefit. For members and member companies embroiled in a dispute regarding payment, service or credits due, mediation is deemed an attractive alternative to litigation and with the added benefit of less inhibition to ongoing business trade and/or barter. Mediation is encouraged. In order to take advantage of the Mediation Process Option, promote harmony among BCIS’s membership, and to promote the many benefits of barter, BCIS will take the following steps upon notification of a dispute regarding payment, service or credits due between or among CIS members or member companies: o Refer the dispute to a mediator and mediation service for preliminary intake and evaluation; o If the dispute is deemed appropriate for mediation coordinate an initial mediation session at a neutral location provided by BCIS utilizing the mediation services of a neutral party selected by BCIS; the parties will execute a standard mediation services contract for conflicts involving disputes regarding payment, service or credits due between or among BCIS Members or Member companies. o Share the costs of the mediation with the disputants by providing the neutral location for mediation and paying one-half (1/2) the hourly rate of the selected mediator for the first (3) hours of mediation1 – the remaining one-half (1/2) of the first three hours and all hourly fees for remaining hours will be split equally between/among the disputants. It is understood and expected that the disputing parties will engage in the mediation process openly, working in good faith to amicably resolve the dispute. All costs payable by the disputants will be charged to their BCIS accounts.2 Footnotes 1. The mediator’s fees will be paid in barter whenever possible 2. However, if there are insufficient barter dollars on deposit in the account of either or both disputants, their contribution will be due and payable in cash to BCIS Further advisements and all ground rules pertaining to the mediation process itself will be the responsibility of the mediator or medallion service selected. Failure of any BCIS member or member company to comply with this mediation process prior to initiating legal process arising from a dispute over barter payment, service or credits due may be considered a material breach of this agreement and cause this agreement with the breaching member or member company to terminate. • Enforcement Each and every term and provision contained in this agreement and trading Rules and regulations is severable from every other term and provision therein. If any such term or provision should be judged invalid, illegal or unenforceable it shall not affect the validity, legality, or enforceability of the remainder of any other tern or provision. The remainder shall remain valid, legal, and enforceable and in full force and effect. In the event the legal action must be taken by BCIS against a member to enforce any provision of these trading Rules and regulations, BCIS shall be entitled to recover its reasonable attorney fees, costs, and interest computed at the rate of 18% per year from the date of default until payment. Member also agrees to court venue chosen by BCIS’s attorney. • Advertising Unless otherwise stipulated the parties to this agreement, member authorizes BCIS to notify and advertise to other members the availability of Member’s products or services. • Tips and Gratuities All tips or gratuities shall be paid in cash at the time and place or purchase by the buying member. • Special trade Procedures The following procedure apply to transactions involving special orders, construction jobs, service work, or long term leases and other work-in-process transactions. 1. Buyer should obtain a written estimate PRIOR TO authorizing work to begin. 2. BEFORE STARTING, if appropriate, seller should obtain a deposit or down payment in trade dollars in the same manner as a cash transaction. This is done with a trade draft invoice and authorization number. Seller should include in their contract a provision that if the buyer does not have sufficient trade dollars in their account when an authorization is requested, the difference must be paid in CASH TO THE SELLER. BCIS will only issue an authorization for the amount in the account. 3. In order to “reserve’ trade dollars from the buyer until a particular job is completed, or special order item has been received, seller must call BCIS for a “FUND-In_Trust” (F.I.T) authorization number. The estimated amount of the completed work (less any deposits or down-payment) will then be transferred from the Buyer’s account into an escrow account for the benefit of the Seller. AN INVOICE SHOULD NOT BE SENT TO BCIS AT THIS TIME. 4. When a job has been completed or the special order item has been delivered, the seller shall complete a BCIS invoice for the balance sue and obtain the buyer’s signature. DO NOT CALL FOR ANOTHER AUTHORIZATION NUMBER SELLER SHOULD WRITE THE ORIGIONAL “F.I.T.” AUTHORIZATION NUMBER IN THE INVOICE. Sellers account will be credited by BCIS upon receipt of the signed invoice and any required cash service fee. • Products sold By BCIS On all products owned and sold by BCIS, the sole and exclusive warranty made by seller is that it has title to such products, free and clear from any lien or encumbrance. Other than set forth above, products are sold, “As is, where is”, and shipping charges shall be paid by the buyer. With respect to any products or services purchased by Buyer from BCIS, buyer recognizes that such items are produced and provided by others and not by BCIS or its affiliates. BCIS makes no warranty either express or implied, by operation of law or otherwise as to the merchantability or fitness for a particular purpose of such products or services, and buyer shall look solely to the manufacturer of such merchandise or provider of such services for any warranty. • Security Interest: Bankruptcy Member Member grants BCIS a security interest in all trade dollars credited and to be credited to members account for the amount to all unpaid cash fees. In the event of the insolvency or bankruptcy of member, all cash fees shall be due and payable in full. Upon members filing a petition under Chapters 7,11,or 13 of the Bankruptcy code, or an Assignment for the Benefit of Creditors, no trade shall be allowed until all cash fees due BCIS have been paid in full. Should a petition under Chapter 7 of the bankruptcy code be filed by or against member, or should the plan filed pursuant to either Chapters 11 or 13 not provide for full payment of all cash fees due BCIS, BCIS shall have the option in lieu of filing as a creditor, of decoding from members trade dollar balance the total amount of cash fees owing, plus 100 percent penalty for failure to pay in cash, and terminating the account, provided however, that at such time as BCIS penalty for failure to pay in cash, and terminating the account; provided however, that at such time as BCIS does receive all of its cash fees in full, and in the event of a discharge pursuant to Chapter 7 notice is received from the trustee that the trade dollars have been abandoned, BCIS shall re-credit trade dollars to the members account. • Surcharges As an exception to the rule that trades are to be made at prevailing prices (defined as normal or customary cash price), surcharges may be permitted in certain categories such as food, gasoline, appliances, electronics, and products where the gross margin of profit is relatively low, BCIS will arrange the surcharge with the member concerned. Members will be informed of any applicable surcharges. • Commitments and representations BCIS is only responsible for commitments and representations made in writing by a duly authorized officer of BCIS. Brokers, agents, or employees of BCIS are not authorized to bind BCIS to any obligation or representation whatsoever without such written authorization, signed by an officer of BCIS. • BCIS’s failure or delay in exercising any right shall not operate as a waiver thereof, and any single or partial exercise of a right shall not preclude any other or further exercise of any right. BCIS’s remedies are cumulative and are not exclusive of any remedies provided by law. • Preferential treatment Member acknowledges that regulation of purchases, control of credit extension and allocation of goods or services in short supply are inherent in BCIS’s managerial responsibilities, shall be exercised at BCIS’s sole discretion, and do not constitute preferential treatment under these rules. • Dissolution In the event that the BCIS barter system terminates or otherwise ceases to d business, all members in a negative trade position shall pay amounts they owe in cash (one trade dollar being equal to one dollar in cash in U.S. currency) into a fund. The fund, less expenses, plus inventory on hand, will be distributed pro rata to all members who are in a positive trade dollar position. Thus, all members in a positive position will receive cash for their trade dollars to the extent that funds permit. BCIS shall not be liable to any members for cash or trade dollars beyond the distribution of such funds as foresaid. • Member Acknowledgement and Warranty Member acknowledges that he/she has read the currently effective trading rules and regulations, that such rules and regulations are made a part of this agreement with BCIS and that the rules and regulations may be changed by BCIS from time to time in accordance with the provisions of these rules. A member warrant that is provides all information to BCIS in good faith and that such information is accurate to the best of its knowledge. • Joint and Separate Liability Upon acceptance if this agreement and opening of an account in membership by BCIS, the member and individual signing for the member hereby assume joint and separate responsibility for all purchases and fees as outlined in this agreement, and the individual signing on behalf of a corporation agrees to guarantee and be personally liable for full performance by said corporation of this agreement. • Reserved • Specification of Service Fees BCIS reserves the right to charge statutory fees in cash for member overdrafts and for EFT overdrafts. BCIS reserves the right to charge interest in Trade Dollars for trade Dollar advances against member’s credit line with BCIS. BCIS reserves the right to charge other reasonable and customary charges generally associated with a commercial barter exchange or other financial institution operation, even though such charges are not specifically enumerated herein. • Reserved • Directory of Products and Services BCIS provides its members with a directory of products and services that contain proprietary and confidential information essential to the commercial health and success of BCIS, and shared with the membership identification data contained therein, id the property of BCIS, and shared with the membership for the primary purpose of enhancing and promoting the membership’s barter experience. This directory is not further distribution by anyone without the express written permission of BCIS Executive Management. All members, their employees, agents and their family members, are STRICTLY FORBIDDEN from using or disseminating the directory of Products and Services, or the membership identification data contained therein, for their own commercial purposes without the express written permission of BCIS Executive Management. Unauthorized dissemination or disclosure to any outside of the BCIS membership, or unauthorized commercial use of the Directory of Products and Services, will cause serious and ongoing harm to BCIS and is a material breach of the agreement. • Reserved • Reserved • Reserved • Captions The section captions in the agreement are for convenience only, and shall not affect the interpretation or meaning of ant term or provision thereof. Modification to the Barter Consultants International, Inc. South, Trade Account Application and Agreement: Paragraph 4 (middle section): it is recommended that the language be modified as follows: Prior to the institution of any form of litigation [regarding payment, service or credits due] by any member, against any other member or members, all parties must mediate their dispute regarding payment, service or credits due [in good faith pursuant to the mediation policy of Barter Consultants International, Inc. South which policy is published as a part of the trading rules and regulations of Barter Consultants International Inc, South]. I Acknowledge and agree to the terms set forth in the BCIS Rules and Regulations. Sign________________________________________________________Date________ |
| Last Updated ( Monday, 08 June 2009 16:13 ) |
