Application Agreement
CONTRACT
I/We, the applicant whose name appears on this agreement, hereinafter referred to as "Member" hereby applies for membership and an account with American Trade Exchange (ATX), The Barter Company Inc., hereinafter referred to as "ATX". Member agrees that, in return for the privilege of trading goods and services with other ATX Members, that Member will agree to abide by the General Trading Policies and Procedures of ATX, which are incorporated herein by reference, as if fully rewritten, and by the ATX Rules and Regulations as are outlined below and/or may be adopted by ATX in the future.
Upon ACCEPTANCE in AMERICAN TRADE EXCHANGE (ATX), THE BARTER COMPANY INC. MEMBER AGREES:
1: To make available goods and/or services to other ATX Members in exchange for trade dollars. Although trade dollars shall not be considered as a security or legal tender by either ATX or its Members, and may not be converted to cash (except as stated in Paragraph 9) IT IS EXPRESSLY UNDERSTOOD THAT FOR ALL PURPOSES OF VALUATION, ONE TRADE DOLLAR IS EQUIVALENT TO ONE DOLLAR IN UNITED STATES CURRENCY.
2: To trade/sell goods and/or services at prevailing prices. Member acknowledges that over-pricing is a violation of ATX policy. Any Member found to be over-pricing MAY BE FINED in the amount of $500 for the first offense. Any subsequent offense will subject Member to additional fines and/or cancellation of Membership, and/or any other sanctions as are described in the ATX Rules and Regulations, presently existing, and/or adopted in the future.
*ATX may, at its discretion, grant a parity to any business, or category of businesses, deemed to have an unusually low/short gross profit margin.
3(a): To submit with this application, non-refundable Membership dues of $595, as well as $50 for each additional location requiring a separate statement. Member agrees to pay ATX a monthly administration fee of $19 CASH and $19 TRADE along with a cash transaction fee of 6% on all sales and purchases. (A minimum fee of $4) This fee shall be charged on each transaction and shall be based on the full amount of the transaction. TRADE DOLLARS WILL NOT BE TRANSFERRED TO THE SELLER'S ACCOUNT UNTIL THE CASH FEE ON THE SALE IS RECEIVED BY ATX and THE TRANSACTION IS AUTOMATICALLY CONFIRMED (the month following the date of the authorization) or SIGNED PAPERWORK IS SUBMITTED TO ATX FOR CONFIRMATION AND TRANSFER OF FUNDS.
3(b): To submit with this application, non-refundable Membership dues of $295, as well as $50 for each additional location requiring a separate statement. Member agrees to pay ATX a monthly administration fee of $19 CASH and $19 TRADE along with a cash transaction fee of 7½% on all sales and purchases. (A minimum fee of $4) This fee shall be charged on each transaction and shall be based on the full amount of the transaction. TRADE DOLLARS WILL NOT BE TRANSFERRED TO THE SELLER'S ACCOUNT UNTIL THE CASH FEE ON THE SALE IS RECEIVED BY ATX and THE TRANSACTION IS AUTOMATICALLY CONFIRMED (the month following the date of the authorization) or SIGNED PAPERWORK IS SUBMITTED TO ATX FOR CONFIRMATION AND TRANSFER OF FUNDS.
All cash fees shall be payable by the 15th of each month and shall be billed on the Member's monthly statement. Member agrees to pay a $10 or 5% (whichever is greater) compounded cash late fee and to suspended trade purchasing, on any amount not received by ATX on or before the 15th of the month. Credit card payments shall be processed on the 16th of the month.
All transactions between Members are commissionable to ATX, as described above, unless prior written approval from ATX is received by the members.
4: ATX will automatically renew CURRENT ATX accounts annually at no charge, unless member notifies ATX in writing of its intention not to renew at least thirty (30) days in advance of their anniversary date; if however, an account becomes sixty (60) days past due on its cash fees or has been inactive (no sales or purchases) over a period of six (6) months, an annual maintenance fee of $500 payable in trade, will be charged to Member's account. ATX may at its discretion, close any account that has been inactive (no sales, purchases or payments) for a period of 6 months or longer.
5: Member agrees and understands that all transactions between members are on a full trade basis, unless approved by ATX in advance. In any transaction involving a cash component, the seller shall pay to ATX a cash commission of 10% on the cash amount. The buyer shall not pay any commission on the cash portion.
Any Member receiving a cash component on a sale under $5,000 shall likewise be required to pay a cash component in that same amount in order to spend their trade dollars. In addition, the cash amount of the sale shall still be commissionable to ATX. (See Paragraph 5.)
Any member found to be charging or requesting part cash and part trade on any transaction under $5,000 WILL BE FINED in the amount of $500 for the first offense. Any subsequent offense will subject the Member to additional fines and/or cancellation of membership, and/or other sanctions as are described in the ATX Rules and Regulations, presently existing, and/or adopted in the future.
*ATX suggests that any company not in the position to accept at least $5,000 worth of trade business, not join ATX. Upon acceptance in ATX, Member agrees to sell a minimum of $5,000 on trade. In the event that a member stops trading prior to reaching $5,000 in sales, ATX shall be due 15% in cash, on the difference between $5,000 and the amount actually sold on trade.
6: That trade transactions between Members are entered into on a voluntary basis. ATX is not responsible for the quality, timely delivery, warranties, or any other problems which may arise with respect to goods and services traded by Members of ATX. Members should exercise the same diligence in entering into trade transactions as ordinary business transactions for cash. ATX assumes no liability for any damages of any kind including, but not limited to, compensatory and consequential damages which may result from a trade transaction and/or the use or the quality of products and services thereunder. ATX does not make any representations or guarantees with respect to the quality or volume of business which the Member will derive from membership in ATX. Member will indemnify and hold ATX harmless from any and all claims, suits, and damages arising out of trade transactions or the quality or use of products and services thereunder.
7: That ATX is obligated to honor only those transactions for goods and/or services which are available through other Members of ATX.
8: Member understands that ATX, its owners and employees participate in the ATX barter system. Member grants to ATX and to those having ownership interest in ATX, the right and power to borrow from the system an amount equal to $2500 per member or two year's gross receipts (whichever greater.) Such borrowing shall be sufficiently collateralized by the assets of the system, pursuant to the guidelines established and imposed by the National Association of Trade Exchanges.
9: Member agrees to clear all overdrafts within TEN (10) days of receipt of the ATX monthly statement. Overdrafts may be cleared by submitting: 1)Transaction forms not previously submitted, or 2) A check IN CASH of the overdrafted total. FAILURE TO CLEAR OVERDRAFTS WITHIN TEN(10) DAYS SHALL PUT MEMBER IN DELINQUENT STATUS. A DELINQUENT OVERDRAFT IS IMMEDIATELY DUE AND PAYABLE IN FULL IN CASH, and is subject to a 1½% per month compounded interest charge, until paid. ATX may at it's discretion, clear such overdrafts through member's credit card account. Delinquent status may result in the termination of ATX Membership. Member agrees to bear all collection and legal costs, should collection procedures become necessary.
10: Credit, when and if extended by ATX to Member, is at the sole discretion of ATX, and is due and PAYABLE ON DEMAND as provided for in Paragraph 10 of this agreement.
11: PERSONAL GUARANTEE: THAT IN THE EVENT OF BANKRUPTCY OR INSOLVENCY OR FAILURE OF THE MEMBER'S BUSINESS OR CORPORATION, TO CLEAR ANY DELINQUENT OVERDRAFTS, THAT SUCH DELINQUENT OVERDRAFT IS HEREBY GUARANTEED INDIVIDUALLY BY THE OWNER, OFFICER OR INDIVIDUAL(S) SIGNING THE CONTRACT.
12: That all transactions must be authorized by ATX and are the responsibility of the seller. The seller shall retain a signed receipt (either an ATX Transaction Form or other delivery receipt) for all transactions for a period of 24 months. All sales shall be considered pending until the end of the month following the authorization date or until the buyer has approved the transfer of funds to the seller's account.
13: To examine the monthly ATX statement immediately upon receipt, and to advise ATX of any discrepancies, in writing, within ten (10) days. Member agrees to the accuracy of the statement and agrees bound thereby, if Member fails to notify ATX within ten (10) days.
14: In order to cancel this agreement or cease trading for any period of time, Member MUST provide ATX with a thirty (30) day written notice. Due to the nature of an open trade exchange, if an ATX Member stops trading for any reason without the required thirty (30) day written notice, there will be a $500 CASH penalty charged.
15: That Member may cancel this Agreement at any time, upon thirty (30) days written notice. Upon cancellation, Member must prepay all cash fees and all trade dollars due member must be spent for the goods and services available through ATX within ninety (90) days of cancellation date. If the account is overdrafted, Member may not cancel until account is paid in full.
16: That each and every term and provision contained in the Member Agreement, Rules and Regulations, and General Trading Policies and Procedures is severable from every other term or provision therein. If any such provision or term shall be invalid, illegal or unenforceable, it shall not affect the enforceability, validity, or legality of the remainder of the terms and/or provisions of the Member Agreement, Rules and Regulations, or General Trading Policies and Procedures. In all cases, this agreement shall be interpreted in accordance with the laws of the state of Ohio. 091704