California Rice Exchange

9287 Midway Suite 2B

Durham, CA 95938

 

USER AGREEMENT

THE FOLLOWING DESCRIBES THE TERMS ON WHICH CALIFORNIA RICE EXCHANGE (CRE), GRANTS YOU ACCESS TO OUR SERVICES.

This Agreement describes the Terms and Conditions applicable to your use of our website services at the California Rice Exchange (CRE).  We may amend this Agreement at any time, by posting changes to the website.  Except as stated below, all amended terms and/or conditions shall become effective immediately. Maintaining your Registration and Buyers/Seller Information Forms in force, signifies acceptance to these terms and conditions, including all amendments and updates thereto.  Should you no longer agree to these terms and conditions, you may cancel your Registration and Buyer/Seller Information Forms at any time.

User Eligibility

Our services are available only to individuals who can form legally binding contracts under applicable law.  Without limiting the forgoing, our services are not available to minors.  If you do not qualify, please do not use our services.  Further, our services are not available to sellers and/or buyers who have been temporarily or indefinitely suspended from participating on the CRE trading floor.

Confidential Information

All information, relating to transactions on the trading floor, specifically names of buyers and sellers, submitted to CRE shall be maintained as confidential. CRE shall not disclose such confidential information to any other person, except to another neutral third party as necessary for audit or arbitration purposes, unless otherwise permitted.

California Rice Exchange is Only a Venue

Our website acts as the venue for sellers to list items (or, as appropriate, solicit offers to buy) and buyers to bid on items.  As a result, we have no control over the completeness, quality, safety or legality of the items advertised, the truth or accuracy of the listings, the ability of sellers to sell items or the ability of buyers to buy items.  We cannot ensure that a buyer or seller or both, will actually complete a transaction.

Because user authentication on the Internet is difficult, CRE cannot confirm each user’s purported identity.  CRE has implemented a series of identity protection protocols, which may limit use to authorized persons or entities for transaction of business on the website, but in no way can CRE guarantee the identity of the parties.

Fees and Services

Offering for sale, and bidding to buy rice, on the trading floor at CRE is free.  (Note to Buyers: When you purchase rice listed on the trading floor, you agree to accept the fees and assessments shown in Payment Terms below.) CRE may, at any time, change our fee structure and/or services.  Fourteen (14) days advance notice will be given on the website, for any proposed changes to our fees.  In the event we introduce a new service(s), the fees for that service(s) are effective at the launch of the service(s).  Unless otherwise stated, all fees are quoted in U.S. Dollars. Taxes, if any, are the responsibility of the Buyer and Seller.

Buyers

All buyers will be required to complete a three-step (3) registration process. The registration process starts on the Home Page, when the Register button is clicked. As you provide the Registration information online (1), you will be asked whether you are a Buyer, Seller or Both. Once, you designate that you are a Buyer, the Buyer Information Form (2) will appear. You are next asked to complete and submit the requested information. The final step occurs when the Continue button is pushed on the bottom of the Buyers Information Form. The User Agreement (3) is now displayed, and Buyers will be asked to review, and agree to the terms and conditions within the User Agreement. Selecting the “I Agree” button on the last page does this. Upon selecting the “I Agree” button, registration information is forwarded to CRE, who will then review the information for completeness and accuracy.  When found complete and accurate, CRE will issue an ID (e-mail address) and password, via e-mail, fax or postal mail.    (Failure to accept the User Agreement will terminate the registration process, with no ID (e-mail address) or password being issued.).  Access to the active trading floors requires a valid ID (e-mail address) and password. The registration process is a one-time occurrence.

Should a registrant select both, as identified in the preceding paragraph, an additional form, the Seller/Grower Information Form will be displayed.online. When the form is completed, (along with the Buyer Information Form) the buyer will select the submit button. At this point, the User Agreement is displayed for review and approval.  Upon receipt of the registration information, and review by CRE, a user ID (e-mail address) and password will be issued by e-mail, fax or postal mail.  Access to the active trading floor will not be allowed without a user ID (e-mail address) and password.

CRE in reviewing all registrants prior to issuing a user ID and password, may require additional financial statements including: credit reports, banking information, corporate and/or partnership information, credit references, DNB reports or a standby letter of credit issued or confirmed by a US main bank approved by CRE. 

Once a user ID and password are received, the buyer will be allowed to bid on a lot or multiple lots of rice on the active trading floor. All bids to buy rice are firm until the close of the trading day at 12 Noon. When a buyer bids for one or more lots of rice, and is the highest bidder at the close of the trading day and meets or exceeds the minimum offering price, the bid is automatically accepted, and the buyer is obligated to purchase the one or more lots of rice. By bidding on rice listed on the trading floor, buyers agree to be bound by the specifics of sale included in the rice lot’s description  (Offer Form), so long as those conditions of sale are not in violation of this Agreement or unlawful.  Bids are not retractable, except in exceptional circumstances, such as when the seller materially changes the specifics of the rice lot after you bid, or a clear typographical error is made. For a complete set of Trading Rules, please use the lower locator button entitled, Trading Rules.

Upon placing a successful bid, CRE will then contact the buyer and seller, and prepare a Sales Contract (Option Agreement) for signature. The Sales Contract is a legally binding document, approved by the USDA Farm Service Agency.

Payment Terms

All bids are net to the Seller.  CRE will invoice buyer for the full purchase price of rice plus a Service Fee of $.15 per cwt., as well as Rice Research Assessments and California Rice Commission Assessments for the current crop year. Total contract payment is due within five (5) business days of invoice.

All contract payment terms are Cash versus Documents (Warehouse Receipts), payable within five (5) business days of invoice. See exception to this term (Farm Stored Warehouses) in the Sellers section below.

All violations of the User Agreement will be examined by the audit committee of CRE and may result in penalties or expulsion from the trading floor.  

All Bid Prices are quoted in U.S. dollars "over", or in addition to the lower of USDA Loan Value or USDA World Market Price for the applicable class and quality of rough rice, net of all commissions, statutory fees and assessments.

Sellers/Growers

All sellers/growers will be required to complete a three-step (3) registration process. The registration process starts on the Home Page, when the Register button is clicked. As you provide the Registration information online (1), you will be asked whether you are a Buyer, Seller or Both. Once, you designate that you are a Seller/Grower, the Seller/Grower Information Form (2) will appear. You are next asked to complete and submit the requested information. The final step occurs when the Continue button is pushed on the bottom of the Seller/Grower Information Form. The User Agreement (3) is now displayed, and Sellers/Growers will be asked to review, and agree to the terms and conditions within the User Agreement. Selecting the “I Agree” button on the last page does this. Upon selecting the “I Agree” button, registration information is forwarded to CRE, who will then review the information for completeness and accuracy.  When found complete and accurate, CRE will issue an ID (e-mail address) and password, via e-mail, fax or postal mail.    (Failure to accept the User Agreement will terminate the registration process, with no ID (e-mail address) or password being issued.) Access to the active trading floors and Offer Form (the form used to offer rice  lots on the active trading floors)  requires a valid ID (e-mail address) and password. This registration process is a one-time occurrence.  Should a Seller/Grower need assistance with the registration process, please call CRE at (530) 345-4140.

CRE in reviewing all registrants prior to issuing an user ID (e-mail address) and password, may require additional financial statements including: credit reports, banking information, corporate and/or partnership information, credit references, DNB reports or a standby letter of credit issued or confirmed by a US main bank approved by CRE.

Once a user ID (e-mail address) and password are received from CRE, a seller/grower can submit an offer to the trading floor by completing and submitting the Offer Form. The Offer Form is found on the Home Page at the upper locator button-Sell Rice. Prior to gaining access to the Offer Form the Seller/Grower will need to enter his user ID (e-mail address) and password and select a Sub Category of Rice for sale. Information on the Offer Form may only include text that describes your rice for sale with no pictures, graphic presentations, etc. (Note: Sellers without a computer can offer rice for sale by completing and signing the Offer To Sell Rice-Field Services Form, provided by a field representative of CRE). For a complete set of Seller Rules, please refer to the lower locator button-Seller Rules.

All offers submitted online are firm and exclusive to CRE, for the term shown on the Offer Form. This means, that rice identified on the Offer Form, cannot be offered or sold to another party during the time period specified at “Length of Offer.”  All offers will have a minimum term of three (3) trading days.  Sellers can choose a longer offering period, with a maximum term of ninety (90) trading days. Sellers agree that any rice offered on CRE trading floors is rice that was grown and harvested in California- No exceptions.

All offers are valid from the date of posting at CRE, through 12 Noon of the expiration date, as shown on the Offer Form.  All offers are firm (non-retractable).All offers are sold when a bid price meets or exceeds the minimum offer price listed on the Offer Form, at the close of trading. Minimum Offer Prices are net of all deductions (Fees and Assessments).

Sellers can place a minimum offer price change 24 hours per day. All minimum offer price changes will be posted to the trading floor during closed trading floor hours between 12noon and 4pm of each trading day. Sellers can make a minimum offer price change by logging in to the My Account page and clicking on the “Change Min Offer” link.

When a buyer places an active bid on a seller’s rice lot that is lower than their minimum offer price, the seller has the ability to accept this bid and sell their rice by hitting the Hot Button. The Hot Button is only available while the trading floors are open between 4pm and 12noon of each trading day. A seller can access the Hot button by logging in to the My Account page and clicking on the word “Hot” under the Accept Bid column within their rice lot’s description. Another buyer can place a higher bid on the rice lot after the Hot Button has been hit. The highest bidder at 12noon will successfully purchase the rice.

All offers are considered binding if the Seller receives at least one bid at, or above, the stated minimum offer price.  Sellers are then obligated to complete the sale transaction with CRE upon close of trading.  A binding transaction obligates both buyer and seller, unless there is an exceptional circumstance such as: the buyer fails to meet the terms of his lot’s listing, such as payment method.  CRE will notify all parties immediately should a bid be rejected.

When a sale is made (confirmed), CRE will immediately contact both the Buyer and Seller, and prepare a Sales Contract (Option Agreement). The Sales Contract (Option Agreement) will utilize information furnished by the Seller on his Offer Form. The fully executed Sales Contract (Option Agreement) represents a legally binding document, approved for use by the USDA Farm Service Agency. 

All contract payment terms are Cash versus Documents. Payment to seller will occur within ten (10) business days of invoice to buyer. Sellers must have unencumbered ownership interest (excluding any assignments to third parties) in the rice lot(s) to be sold, and present a valid warehouse receipt(s), showing location, amount and quality of rice available for sale. Sellers who utilize Farm Stored rice drying facilities, not approved by CCC, will be paid eighty (80%) percent of the offer price, within ten (10) business days of invoice to buyer. The remaining approximate twenty (20%) percent payment (adjusted to reflect State Grade Appraisals and certified destination weights), will be paid within ten (10) business days upon presentation of all State Grade Appraisals and certified weights to CRE.

 

Any violations or failure to deliver rice, will be examined by the audit committee of CRE and may result in penalties or expulsion from the trading floor.

Trading Floor Operating Hours

  1. 4 PM to 12 Noon Workdays, (Pacific Standard Time (PST))-Trading floor open for trading.  Bids are accepted and posted to trading floor.  Offers will be accepted but not posted.

  2. 12 Noon to 4 PM-Trading floors is closed.  Offers and minimum offer price changes are posted to the trading floor. Confirmation notices from previous trading period sent to buyers and sellers and posted to trading floor.

  3. In order to accommodate orders from outside of the Pacific Standard Time zone, the trading floor will open at  4 PM on Sundays, providing, the following Monday is a trading day.

  4. A complete calendar of trading days and operating hours are available by utilizing the upper locator button, Calendar, on the Home Page.

Cash Forward Contracting

Contracts for the purchase and sale of rice at a later date, within the same crop year, will be encouraged. Buyers will be invoiced for the total purchase price of the rice, upon presentation of all necessary warehouse documents by seller payable to seller within (10) business days of invoice.

Arbitration

Any controversy or claim arising out of, or relating to, any transaction conducted on the CRE active trading floor, CRE contracts, or Buyer’s or Seller’s Registration, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules.  Any judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

Fraud

Without limiting any other remedies, CRE may suspend or terminate your registration, if you are found (by conviction, settlement, insurance or escrow investigation, or otherwise) to have engaged in any fraudulent activity in connection with your registration, or with our website.

Manipulation

Neither Buyers nor Sellers may manipulate the price of any item, nor may you interfere with other user’s listings or auctions.

Your Information

“Your Information” is defined as any information you provide to CRE in the registration, bidding or offering process, or through any email or fax feature.  You are solely responsible for Your Information.

With regard to Your Information or any items listed therein: (a) shall not be false, inaccurate or misleading; (b) shall not be fraudulent or involve the sale of counterfeit or stolen items; (c) shall not infringe on any third party’s copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; (d) shall not violate any law, statute, ordinance or regulation (including without limitation those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising); (e) shall not be defamatory, trade libelous, unlawfully threatening or unlawfully harassing; (f) shall not be obscene; (g) shall not contain any viruses, Trojan horses, worms, time bombs, cancel bots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; (h) shall not create liability for us or cause us to lose (in whole or in part) the services of our ISPs or other suppliers; and (i) shall not link directly, or indirectly to, or include description of goods or services that: (aa) are prohibited under this Agreement; (bb) are identical to other items you have up for auction but are priced lower than your item’s reserve or minimum bid amount; (cc) are concurrently listed for auction on a web site other that California Rice Exchange’s; or (dd ) you do not have a right to link to or include.  Furthermore, you may not list any item on our site (or consummate any transaction that was initiated using our service) that, by paying to us the listing fee or the final value fee, could cause us to violate any applicable law, statue, ordinance or regulation, or that violates our  current Confidential Information Policy.

Solely to enable CRE to use the information you supply us with, so that we are not violating any rights you might have in that information, you agree to grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sub-licensable (through multiple tiers) right to exercise the copyright and publicity rights (but no other rights) you have in Your Information, in any media now known or not currently known, with respect to Your Information. CRE will only use Your Information in accordance with our Confidential Information Policy.

Access and Interference

Our web site contains robot exclusion headers, and you agree that you will not inject any robot, spider, other automatic device, or manual process to monitor or copy our web pages or the content contained herein without our prior expressed written permission. You agree that you will not use any device, software or routine to interfere or attempt to interfere with the proper working of the CRE site or any auction being conducted on our site. You agree that you will not take any action that imposes an unreasonable or disproportionately large load on our infrastructure. Much of the information on our site is updated on a real time basis and is proprietary or is licensed to California Rice Exchange (CRE), by our users or third parties. You agree that you will not copy, reproduce, alter, modify, create derivative works, or publicly display any content (except for Your Information) from our website without the prior expressed written permission of California Rice Exchange (CRE), or the appropriate third party.

Breach of User Agreement

Without limiting other remedies, CRE may immediately issue a warning, temporarily suspend, indefinitely suspend or terminate your registration and refuse to provide our services to you: (a) if you breach this User Agreement or the documents it incorporates by reference; (b) if we are unable to verify or authenticate any information you provide to us; or (c) if we believe that your actions may cause legal liability for you, our users or us. 

No Warranty

CRE, ITS SUPPLIERS AND ITS OPERATORS PROVIDE THIS WEB SITE AND SERVICES “AS IS” AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY.  CRE, ITS SUPPLIERS AND ITS OPERATOR SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. Some states do not allow the disclaimer of implied warranties, so the foregoing disclaimer may not apply to you.  This warranty gives you specific legal rights and you may also have other legal rights, which vary, from state to state.

Liability Limit

IN NO EVENT SHALL CRE, ITS SUPPLIERS, Or employees, BE LIABLE FOR LOST PROFITS OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH OUR WEB SITE, OUR SERVICES OR THIS AGREEMENT (HOWEVER ARISING, INCLUDING NEGLIGENCE). OUR LIABILITY, AND THE LIABILITY OF OUR SUPPLIERS, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE GREATER OF (A) THE AMOUNT OF FEES YOU PAY TO US IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY, AND (B) $100.00.  Some states do not allow the limitation of liability, so the foregoing limitation may not apply to you.

Indemnity

You agree to indemnify and hold CRE and our subsidiaries, affiliates, officers, directors, agents, and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your breach of this User Agreement or the documents it incorporates by reference, or your violation of any law or the rights of a third party.

Legal Compliance

Users shall comply with all applicable laws, statutes, ordinances and regulations regarding your use of our service and your bidding on, listing, purchase, solicitation of offers to purchase, and sale of items.

No Agency

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

Notices

Except as explicitly stated otherwise, any notices shall be given by postal mail, electronic mail, or fax transmittal to California Rice Exchange (in CRE’s case) or to the postal or electronic address you provide to CRE during the registration process (in your case). Notice shall be deemed given 24 hours after email is sent, unless the sending party is notified that the email address is invalid.  Alternatively, we may give you notice by certified mail, postage prepaid and return receipt requested, to the address provided to CRE during the registration process.  In such case, notice shall be deemed given 3 days after the date of mailing.

General

This User Agreement shall be governed in all respects by the laws of the State of California as such laws are applied to agreements entered into and to be performed entirely within California.  We do not guarantee continuous, uninterrupted or secure access to our services, and operation of our site may be interfered with by numerous factors outside of our control.  If any provision of this User Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced.  Headings are for reference purposes only and in no way define, limit, construe or describe the scope of extent of such section.  Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches.  This User Agreement sets forth the entire understanding and agreement between us with respect to the subject matter hereof.

GLOSSARY

Rice: All rice offered for sale on the CRE trading floors is rice that was grown and harvested in California- No exceptions.

Bid: (bid = buy) A tender to buy a specific lot(s) of rice listed on the trading floor, at a specific price during the trading day.

Bid Price: Price per hundredweight that a buyer is willing to tender, to purchase a specific lot(s) of rice, posted on the trading floor.  Price is to be stated in US Dollars per hundredweight "over", or in addition to the lower of USDA Loan Value or USDA World Market Price for the applicable class and quality of rough rice, net of all commissions, statutory fees and assessments.

Expiration of Bid: All bids expire at the end of each trading period (12 Noon) unless confirmed as successful bids for the purchase rice.

Offer: (offer = sell) A tender to sell a specific quantity and quality of rice (lot(s)), at a minimum price, for a specific time period.

Minimum Offer Price: Bid price per hundredweight (cwt) that will cause CRE to confirm the sale as specified on the Offer Form.  Price is to be stated in US Dollars per hundredweight "over", or in addition to the lower of USDA Loan Value or USDA World Market Price for the applicable class and quality of rough rice, net of all commissions, statutory fees and assessments.

Over: Price per hundredweight in US Dollars, in addition to the lower of USDA Loan Value, or USDA World Market Price, for the applicable class and quality of rough rice, net of all commissions, statutory fees and assessments.

Expiration of Offer: All offers will expire as per the term specified on the Offer Form unless first sold.

Cash Versus Documents: The final step in the sale occurs when; the Buyer tenders a valid check or equivalent for the purchase, and the Seller provides the necessary signed documents to transfer rice to the Buyer.

Firm: When an offer or bid cannot be rescinded during the time period specified. When an offer price is met or exceeded, execution of the purchase/sale is mandatory under the trading rules of CRE.

End of User Agreement

 
    
 
California Rice Exchange

9287 Midway Suite 2B

Durham, CA 95938

Telephone:  530-345-4140

Fax:  530-345-4747

General: info@calricex.com