Rules & Regulations
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TRADING RULES AND REGULATIONS
The following Trading Rules and Regulations form part of and are included in the Application and Agreement, which has been made with North Louisiana Trade Exchange
(hereafter known as NLTE)
1. Nature of the Parties
NLTE is a trading company that also acts as a clearinghouse and third-party recordkeeper of barter transactions among its Members, who are business owners and professionals who contract with NLTE to organize and facilitate barter of their goods and services with each other.
Member is a legitimate business that desires to exchange its goods and/or services with other members and wishes to subscribe to NLTE’s recordkeeping and barter services.
2. Nature of Trade Dollars
A “trade” is a barter purchase or sale of goods and/or services whereby payment is made in trade dollars posted to Member’s 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 denotes the right to receive goods or services available within the NLTE 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. NLTE disclaims responsibility for the negotiability of trade dollars or for the availability of particular goods or services from any source. All trades are to be made at prevailing prices (defined as normal or customary cash price).
3. 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 persons, 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 NLTE, which is solely liable for its own indebtedness. NLTE is authorized to establish a bad debt reserve fund by charging all accounts on a regular basis an amount 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.
4. Trade Dollar Loans
Members grant to NLTE 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 NLTE 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. NLTE will use its best efforts to ensure timely repayment or principal and interest, appropriate collateralization, and perfection of security interest in all loans. Member acknowledges that in consideration for loan management services provided by NLTE, all interest, fees, charges, and any other proceeds from such loans are the sole and exclusive property of NLTE.
5. Line of Credit
NLTE 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 products or services at 100% trade until such excess deficit is cured. At NLTE option, he may be billed and shall pay in cash for the excess.
6. Brokerage Function
NLTE serves in a brokerage capacity in organizing and facilitating trades among Members. Responsibility for the conduct of a trade is exclusively that of the two Members participating in the trade. NLTE 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 that NLTE is not the agent of any Member, nor is it the guarantor of any trade or trade dollar.
7. Availability of Products or Services
NLTE shall use its best efforts to solicit new businesses having products or services to satisfy the needs of all Members. NLTE is committed to provide only those products or services that may actually be available in the exchange system at any given time. NLTE is not responsible if a Member cannot find specific products or services to buy from other Members.
8. Definition of Member in Good Standing
A Member, who conducts trades in accordance with these Rules, is current in any monies owing to NLTE, has a valid, unexpired Member account, is considered a “Member in good standing”. Only Members in good standing are entitled to the services of NLTE.
9. Payment of Fees
All fees and charges, including initial set-up fees, commissions, and other charges to Members by NLTE are in payment for services rendered 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 NLTE the full amount of such fees within 10 days of the date of the Monthly statement; otherwise NLTE shall charge interest on the outstanding balance at the rate of 18 percent per annum. In the event that Member is in arrears for any cash fee beyond thirty (30) days, Member agrees to waive all rights to his usage of any positive trade credit balance in his account, pay a $25 per month late payment fee charged until payment is made in full, and grants NLTE the right to hold any such balance so long as any cash fees remain outstanding for more that thirty (30) days.
Additionally, the use of a trade slip at a Scrip Only restaurant will result in additional cash fees being charged. That amount will be at the sole discretion of NLTE and may have no relation to the amount purchased.
10. Identification Cards; Lost or Stolen Cards
Buyer must have a valid, signed, unexpired identification card in order to make a purchase. Member is solely responsible for all charges made on card(s) issued to Member’s account. NLTE is not responsible for use of cards by unauthorized persons. In case of lost or stolen card, Member will not be liable for unauthorized use that occurs after NLTE is notified in person, in writing, or by telephone, of the loss, theft, or possible unauthorized use. Identification cards issued to Members shall remain the property of NLTE and must be returned to NLTE upon demand.
11. Trade Authorization
All purchases above 50 trade dollars must be approved by NLTE prior to sale and have an authorization number issued and recorded on the trade draft. If authorization is not obtained at time of sale, NLTE has no obligation to post the transaction. NLTE reserves the right to refuse to issue an authorization number approving a transaction under any of the following conditions:
a. If the buyer does not have sufficient trade dollars or line of credit to make such purchase;
b. If either party is not a Member in good standing;
c. If seller fails to call NLTE for an authorization number for any sale as described above at time of sale.
NLTE will supply each member with a list of all account numbers that for any reason have been suspended from
12. Recordkeeping and Errors
Seller shall submit to NLTE a copy of the trade draft within seven (7) days of each sale. NLTE is not responsible for posting trade drafts received seven (7) after the date of the sale. Trade drafts received without the buyer’s signature will be returned to the seller and NLTE may refuse to honor such transactions. NLTE 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 NLTE and, in case of inaccuracies, NLTE may debit or credit Member’s account, without notice, as a result of such error. NLTE will issue monthly statements to Members reflecting account activity and monies due and owing to NLTE. Monthly statements are deemed accurate as printed unless Member notifies NLTE in writing of any discrepancy within thirty (30) days of statement date.
13. 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 seller’s responsibility to mail or deliver the trade draft to NLTE promptly so NLTE can credit Member’s account. NLTE is not responsible for seller’s failure to mail or deliver the trade draft promptly.
14. Authorization of Credit Investigation
Member authorizes NLTE to make whatever credit investigation deemed appropriate and to exchange any information received in the course of such investigation. NLTE may request reports from credit reporting agencies. If Member ask whether a credit report was requested, he will be informed, and if NLTE has received a credit report, Member will be given the name and address of the agency that supplies the report.
15. Mail or Telephone Sales; Discretionary Sales
Seller will obtain from NLTE an authorization number for all mail or telephone sales, and will enter in the space provided for the cardholder’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 cards, or to someone using the card 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, but seller is solely responsible for satisfying himself that buyer is in fact a cardholder or that buyer has authority to use the card of another. NLTE will not accept liability surrounding such sales if a dispute arises.
16. Laws and Regulations
Member shall abide by applicable Federal, State and Local laws or regulations appropriate to any trade and NLTE shall not be responsible for any failure on the part of Member to comply. Member agrees not to hold NLTE liable for any action NLTE takes to comply with applicable laws or regulations.
17. 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 NLTE 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 NLTE is required 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 Member to IRS on Form 1099-B. Failure to provide the correct taxpayer identification number may result in the imposition of backup withholding of 20 percent of the gross proceeds of each sales transaction, under Federal law. Member agrees not to hold NLTE liable for any actions NLTE takes to comply with Federal tax laws.
18. Assignment of Account
A Member’s account is not assignable or transferable without NLTE’s express prior written consent. In the event of a business being sold, unless it is specifically stated in the purchase agreement, contract, etc. that the trade dollars in the sellers account are to be included with the listed assets of the selling business, the trade dollars accumulated by the selling business owner belongs to the seller, since that owner is already a member of NLTE. Should those trade dollars be listed in the assets of the selling business, and the new owner wishes to be authorized by NLTE to spend those dollars in the exchange, then the new owner must apply to NLTE for membership in the exchange and pay appropriate membership fees and service charges as they apply.
19. Overpricing
NLTE reserves the right to inquire into complaints of overpricing by a Member. Overpricing may include any amount over the Members regular prevailing cash price. Violations may result in termination of Member’s account and/or immediate adjustment of the transactions involved.
20. Direct Trades
Direct trades between Members to avoid service fees are strictly prohibited, and if consummated, are subject to a
21. Breach of Agreement
It is acknowledged, understood and agreed to by Member that should Member fail to honor and accept purchases from another cardholding member utilizing a valid I.D. card pursuant to these Rules, except where Member is on hold or reserve status in accordance with these Rules, Member shall be deemed to be in material breach of this Agreement. Member acknowledges that if such event occurs, damages will accrue to NLTE in the business relationship between NLTE and the client whose I.D. card was not honored, and Member shall be liable for such damages.
22. Freezing of Account
If member violates any terms of this Agreement now or hereafter in effect, NLTE may immediately terminate its account in accordance with these Rules or may freeze all activity in the account without notice until such time as NLTE, in its sole discretion, reinstates the Member or decides to terminate Member’s account. Member acknowledges that the decision of NLTE to freeze and/or terminate Member’s account shall be final and conclusive.
23. Suspension of Trading Privileges
NLTE 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 NLTE which are more that thirty (30) days past due. The trading privileges of the Member shall be reinstated immediately upon payment of such past due fees. NLTE 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, NLTE shall have the right to terminate the delinquent Member’s account, as provided in these Rules.
24. 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 has a negative trade balance (i.e., purchase 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 NLTE any remaining balance in cash; or
2. If Member has a positive trade account balance (i.e., sales exceed purchases), Member may stay active for 120 days and spend that positive balance until depleted by paying NLTE in advance the cash commissions and service fees on the positive balance.
NLTE identification cards must be cut in half and the pieces returned to NLTE immediately upon termination. 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.
The above conditions, stated in 24-1&2, concerning termination of an account, also shall be in effect when a business is sold, closed or any account put on indefinite hold.
25. Amendment of Agreement
NLTE may, in its sole discretion, modify, amend, or change the terms of this Agreement from time to time by giving Members thirty- (30) days’ prior written notice. Any purchase or sale of products or services by Member after the thirty- (30) days notice period shall constitute acceptance of the new provisions.
26. Fee Charges
NLTE 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.
27. Disclaimer of Liability
NLTE 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 transaction. Member does hereby indemnify and hold NLTE harmless with respect to any claim, debt, or liability whatsoever, arising out of any transaction wherein trade transaction in which it participates shall be on a voluntary basis, and the NLTE is neither its agent nor the agent of any other Member of the exchange.
28. 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 effect the validity, legality or enforceability of the remainder of any other term or provision. The remainder shall remain valid, legal, enforceable and in full force and effect.
29. Recovery of Cost
In the event that legal action must be taken by NLTE against a Member to enforce any provision of these Trading Rules and Regulation, NLTE shall be entitled to recover its reasonable attorney’s fees, cost 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 NLTE‘s attorney.
30. Advertising
Unless otherwise stipulated between the parties to this Agreement, Member authorizes NLTE to notify and advertise to other Members the availability of Member’s products or services.
31. Tips and Gratuities
All tips or gratuities shall be paid in cash at the time and place of purchase by the buying member.
32. Special Trade Procedures
The following procedures apply to transactions involving special orders, construction jobs, service work, or long term leases and other work-in-progress 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 NLTE trade slip 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. NLTE 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 NLTE for a “Funds-In-Trust” (F.I.T.) authorization number. The estimated amount for 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. A TRADE SLIP SHOULD NOT BE SENT TO NLTE AT THIS TIME.
4. When the job has been completed or the special order item has been delivered, the Seller shall complete a NLTE trade slip for the balance due and obtain the Buyer’s signature. DO NOT CALL FOR ANOTHER AUTHORIZATION NUMBER. SELLER SHOULD WRITE THE ORIGINAL “F.I.T.” AUTHORIZATION NUMBER ON THE TRADE SLIP. Seller’s account will be credited by NLTE upon receipt of the signed trade slip and any required cash service fee.
33. Products sold by NLTE
On all products owned and sold by NLTE, 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 buyer. With respect to any products or services purchased by Buyer from NLTE, Buyer recognizes that such items are produced and provided by others and not by NLTE or its affiliates. NLTE 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.
34. Security Interest; Bankruptcy of Member
Member grants NLTE a security interest in all trade dollars credited and to be credited to Member’s account for the amount of 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 Member’s filing a petition under Chapter 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 NLTE 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 NLTE. NLTE shall have the option in lieu of filing as a creditor, of deducting from Member’s trade dollar balance the total amount of cash fees owing, plus a 100% penalty for failure to pay in cash, and terminating the account; provided, however, that at such time as NLTE 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, NLTE shall recredit the trade dollars to the Member’s account.
35. 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, tires, appliances, electronics, and products where the gross margin of profit is relatively low. NLTE must be notified prior to the transaction and will arrange the surcharge with the Member concerned. Members will be informed of any applicable surcharges.
36. Commitments and Representations
NLTE is only responsible for commitments and representations made in writing by a duly authorized officer of NLTE. Brokers, agents, or employees of NLTE are not authorized to bind NLTE to any obligation or representation whatsoever without such written authorization, signed by an officer of NLTE.
37. No Waiver of Right
NLTE failure of 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. NLTE’s remedies are cumulative and are not exclusive of any remedies provided by law.
38. Preferential Treatment
Member acknowledges that regulation of purchases, control of credit extension, and allocation of goods or services in short supply are inherent in NLTE’s managerial responsibilities, shall be exercised at NLTE’s sole discretion, and do not constitute preferential treatment under these Rules.
39. Dissolution
In the event that the NLTE barter system terminates or otherwise ceases to do 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. NLTE shall not be liable to any Members for cash or trade dollars beyond the distribution of such funds as aforesaid.
40. Member Acknowledgment and Warranty
Member acknowledges that he has read the currently effective Trading Rules and Regulation, that such Rules and Regulations are made a part of his Agreement with NLTE, and that the Rules and Regulations may be changed by NLTE from time to time in accordance with the provisions of these Rules.
Member warrants that it provides all information to NLTE in good faith and that such information is accurate to the best of its knowledge.
41. Joint and Separate Liability
Upon acceptance of this Agreement and opening of an account is Member by NLTE, 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.
42. Reserve or Standby Status to be determined.
43. Specification of Service Fees to be determined.
44. Conversion Rules for Members Converting from Another Exchange to be determined.
45. Directory of Products or Services to be determined.
46. Showroom operation to be determined.
47. Redemption of trade dollars to be determined.
48. Financial disclosure: number of members, number of trade dollars in exchange system, total trade volume in prior year to be determined.
49. Captions
The section captions in this Agreement are for convenience only, and shall not affect the interpretation or meaning of any term or provision thereof.
50. Re-Use of Trade Certificates
The re-use of trade certificates (hereafter referred to as scrip) is strictly prohibited. This is a one-time use certificate and cannot be re-used. Any member participating in the re-use of scrip will be charged a 100% cash fee for the total amount of scrip re-used. Members are responsible for the re-use of scrip by their employees, with the exception of scrip originally issued to that member by the exchange, which that member may use at their discretion. All members are required to accept scrip as payment for a trade transaction. That scrip must be signed upon acceptance as payment. That scrip must be turned in to the exchange for deposit into the accepting members account.