Disclaimer Last update 5 months ago
DISCLAIMER FOR THE USE OF COMMERJA-X
Marketplace Facilitator Services.
1. Purpose and Scope
This is legally binding agreement which establishes the terms under which Commerja-X, an online marketplace and transaction facilitator, enables introductions and transactions between the Buyer and Supplier of petroleum products, along with other commodities. Commerja-X will act as a third-party intermediary for payments and will charge a Non-refundable Transaction Fee to facilitate the initial trial shipment between the Buyers and Suppliers in the marketplace.
2. Obligations of Commerja-X
Facilitation Role: Commerja-X will act solely as an introductory broker and payment facilitator. Commerja-X is not responsible for the quality, quantity, or legitimacy of goods transacted between Buyer and Supplier, nor their ability to perform.
Non-Refundable Fee: Commerja-X will collect a non-refundable facilitation fee from the initial transaction sum between the Buyer and Supplier, deposited to Commerja-X's designated bank account. This fee confirms both parties’ intent to honor their contractual arrangement and obligations to each other. This fee acts solely to the benefit of showing good faith amongst both parties, by demonstrating that they are willingly ready and able to perform, by having prepaid their obligatory commissions to Commerja-X.
3. Non-Refundable Facilitation Fee
Acceptance by Payment: Any payment made to Commerja-X's account is an explicit acceptance of these terms by both the Buyer and Supplier, including agreement that its a non-refundable facilitation fee, prorated from the expected commission payments which shall be owed by both parties to Commerja-X, over the term of the contract. The facilitation fee is non-refundable regardless of failure to perform by either party for any reason.
**Note** The facilitation fee will be deducted from the total commission expected to be owed to Commerja-X over the term of the transaction.
4. Due Diligence Requirement
Both the Buyer and Supplier are required to conduct their own due diligence on each other before engaging in any transaction through or via Commerja-X banking coordinates. Commerja-X bears no responsibility for verifying the credentials, reliability, or legitimacy of either party. As such accepts no liability for either party, failure to perform.
5. Payment and Commission Structure
Initial Non-Refundable Payment Deposits: The initial transaction sum received by Commerja-X will be applied as a non-refundable fee toward the future commission that will be owed by both parties upon the completion of each delivery. In the event that there is a failure by any party individually or both parties collectively to make any successful delivery to consummate their contractual arrangement or failure to make any more future payments, shall not mitigate their obligation to acceptance to the fact that their initial payment to Commerja-X is non-refundable.
Remaining Commission: Any outstanding commission owed to Commerja-X, calculated on agreed terms as the broker’s commission within the Sale Purchase Agreement and, or the Commercial invoice and , or ICPO, will be paid by the parties based on completed transaction outcomes as covered in their Irrevocable Master Fee protection Agreement if one is utilized or not.
6. Limitation of Liability
Indemnification: Both Buyer and Supplier agree to hold Commerja-X harmless from any claims, damages, or disputes arising out of their business dealings.
No Guarantee: Commerja-X does not guarantee the fulfillment, completion, or profitability of any transaction between Buyer and Supplier. Commerja-X’s responsibilities are solely limited to its role as a facilitator for the initial payment and introductory support only.
7. Entire Agreement
This contract represents the full and final understanding between Commerja-X, the Buyer, and the Supplier regarding the facilitation fee, transaction handling, and limitations of Commerja-X's responsibilities. There shall be no modifications or exceptions to this agreement and any and all payments made to Commerja-X designated account constitute full and irrevocable acceptance by both parties of all terms stipulated, and as such will be deemed as an online signature, making the terms fully binding on all parties.
8. Governing Law and Jurisdiction
This agreement shall be governed by the laws of [Jurisdiction], and any disputes arising hereunder shall be resolved exclusively in the courts of New York State in the District of Manhattan.