SPECCX Rules of the Exchange

As a Participant in the electronic marketplace (“Exchange”) of SPECCX, LLC (“Company”) for transactions in the specialty crops industry, and as agreed upon by your execution of the SPECCX End User License Agreement, you acknowledge and agree to adhere to the following Rules of the Exchange as a condition of your use of the Exchange:

  • 1.Definitions

    • (a) Acceptance Period  - the period of time during which a Buyer or Seller may accept a SPECCX Contract through the Exchange
    • (b) Agreeable Price  - a price generated by processes within the Exchange such that the price is at least as great as the Ask price and no more than the Bid price, given that the Bid Price is greater than or equal to the Ask Price
    • (c) Ask Price  - the minimum price, as revealed by a Seller through the Exchange, that is acceptable to said Seller, unless and until the Seller reveals otherwise through the same procedures and processes by which the previous Ask Price was revealed to the Exchange
    • (d) Bid Price - the maximum price, as revealed through the Exchange by a Buyer that is acceptable to said Buyer, unless and until the Buyer reveals otherwise through the same procedures and processes by which the previous Bid Price was revealed to the Exchange
    • (e) Buyer - a Participant, or an agent or representative thereof, that either has or, within the past two years, has had active offers to buy through the Exchange
    • (f) Commodity - fruits and vegetables, tree nuts, dried fruits and horticulture and nursery crops, including floriculture, grown on and harvested from property owned by the Seller, and included within a Product for sale through the Exchange
    • (g) Contract - a legally binding agreement between the Buyer and Seller of goods or services
    • (h) Contract Period - the period of time between the date on which the contract becomes effective and the date and time at which each party has satisfied its respective obligations.
    • (i) Delivery Date - the date that marks the obligation of the seller to deliver its produce under the terms of its contract and that marks the beginning of the obligation of the buyer to pay according to the terms of its contract.
    • (j) Delivery Price - the price paid by the Buyer to the Seller on or after the Delivery Date according to the terms of their contract
    • (k) Final Agreed Upon Price - an Agreeable Price that is accepted by both Buyer and Seller, regardless of whether the transaction was settled through the Exchange
    • (l) General Offer - an offer made by a party to all counterparties with active offers for a given product
    • (m) Participant - a third-party, such as a farm or a buyer of specialty crops, that successfully completed Registration with the Exchange
    • (n) Pending Transaction - a transaction between a Buyer and Seller whose offers were sufficiently similar that the Exchange presented offer terms to the parties for each one to accept, counter or cancel
    • (o) Product - a Commodity or collection of Commomdities
    • (p) Registration - the process whereby one who wishes to use the Exchange (1) assents to the terms of service, rules and any end user license agreement, (2) affirms that one has and maintains the full right, power and authority to enter into and to perform all obligations under the Platform Agreement, (3) stipulates that the execution of a Contract by its Representative, if any, whose signature is set forth within the necessary authorizations through the Exchange has been duly authorized by all necessary corporate or organizational action of such party,  and (4) promises that it shall at all times provide all cooperation and assistance as may reasonably be requested by the Exchange to enable the parties to exercise their rights and perform their duties under and in connection with a SPECCX Contract>
    • (q) Settlement of a Contract - the fulfillment by both the Buyer and Seller of their respective obligations under the terms of their Contract
    • (r) Settlement of a Contract through SPECCX - Settlement of a Contract such that a duty arises in the Exchange to transfer funds to the Seller in the amount of the Final Agreed Upon Price, less any Transaction Fee owed to the Exchange
    • (s) Settlement Period - the period of time scheduled for Settlement of a Contract
    • (t) Settlement Price of Buyer - the price agreed upon by the Buyer and Seller plus a Transaction Fee payable by the Buyer
    • (u) Settlement Price of Seller - the price agreed upon by the Buyer and Seller less a Transaction Fee payable by the Seller
    • (v) SPECCX Contract - a Contract executed and settled through SPECCX
    • (w) SPECCX Database - the data repository of the Exchange that stores all data relevant to Buyers and Sellers, including a record of all key terms of a transaction between a Buyer and Seller
    • (x) Specific Offer - an offer made by a party to a particular counterparty with an active offer for a given product
    • (y) Transaction Fee - the fee payable by either Buyer or Seller to the Exchange upon Settlement of a Contract, as defined within the Rules of SPECCX

  • 2. Accuracy of Data

    • 2.1 Standard of Accuracy - Best Efforts and Knowledge

      • (a) Any data submitted to the Exchange by either a Participant or a Seller or its agent(s) must be true and accurate according to the best efforts and knowledge of said Participant or Seller.
      • (b) Any data submitted to the Exchange by either a Participant or a Buyer or its agent(s) must be true and accurate according to the best efforts and knowledge of said Participant or Buyer.

    • 2.2 Consequences of Submitting Inaccurate Data

      • (a) Data submitted by a Participant on SPECCX that is later shown by credible evidence to have been inaccurate when given may result in consequences up to and including suspension from the Exchange.

  • 3. Execution of a Trade

    • 3.1 Eligibility for Creating an Offer

      • (a) A Participant may create a valid offer to enter into a transaction involving a Product on the Exchange.
      • (b) A Participant or its agent must establish the Essential Elements of an Offer in order to create an offer to enter into a transaction.

    • 3.2 Essential Elements of an Offer to Enter into a Transaction

      • The essential elements of an offer to enter into a contract on the Exchange consist of:
      • (a) Settlement Period,
      • (b) a Product that consists only of Commodities, as defined herein, except where the Exchange has no offers with respect to a given Product, in which case the Exchange may sell such a Product grown by a third-party.
      • (c) Pricing Terms.
        • (1) Pricing Terms for the Buyer must consist of
          • (a) the maximium unit price that the Buyer will pay,
          • (b) the maximum quantity demanded by the Buyer,
          • (c) the maximum distance, in miles, between the Buyer's place of delivery and a potential Seller's place of business, and
          • (d) the Buyer's desired delivery terms
        • (2) Pricing terms for the Seller must consist of
          • (a) the unit cost of a commodity of the Seller,
          • (b) the Seller's desired markup of price over its unit cost,
          • (c) the maximum quantity supplied by the Seller, and
          • (d) the maximum distance between the Seller's place of business and a potential Buyer's place of delivery.
          • (e) the Seller's desired delivery terms
      • (d) Activation of General Offer
        • (1) An active offer is an offer that a Participant affirmatively indicates as “Active”.
        • (2) Only an active offer for a Product can be accepted by a counter-party.
      • (e) Activation of Specific Offer
        • (1) A Specific Offer is active upon submission to a potential counterparty.

    • 3.3 Creation of Pending Transaction

      • (a) The creation of a pending transaction comes about when the terms of an active General Offer submitted to SPECCX by a Buyer and those of an active General Offer submitted to SPECCX by a Seller are sufficiently similar, in the discretion of SPECCX, as to be deemed a match by SPECCX.

    • 3.4 The creation of a contract occurs when

      • (a) the Buyer submits a timely approval of a pending transaction to SPECCX through means that are deemed proper according to the discretion of SPECCX, and
      • (b) the Seller submits a timely approval of the pending transaction to SPECCX through means that are deemed proper according to the discretion of SPECCX.
      • Timely Approval - Approval is timely for purposes of this subsection if approval is given by the Buyer or Seller within three (3) calendar days of the creation of the Pending Transaction whose timestamp is recorded in the appropriate table of the SPECCX Database.

    • 3.5 Rights and Obligations of a Buyer as to a Seller

      • (a)Through SPECCX a Buyer has the rights and obligations with respect to a Seller in accordance with the terms of a contract between the Buyer and Seller.

    • 3.6 Rights and Obligations of a Seller as to a Buyer

      • (a)Through SPECCX a Seller has the rights and obligations with respect to a Buyer in accordance with the terms of a contract between the Buyer and Seller.

    • 3.7 Effect of Failure to Satisfy All Obligations Under a Contract Executed on SPECCX

      • (a)  Failure to satisfy all obligations under a contract executed on SPECCX constitutes a material violation of the Rules of SPECCX.
      • (b)  The decision whether a failure under 3.6(a) has occurred is a matter of discretion of the Rules Committee of SPECCX.

  • 4.Duty to Pay Final Price Upon Agreement

    • 4.1 Duty of SPECCX to Pay Seller

      • (a) Payment is timely for purposes of this subsection if made within (30) calendar days of receipt by SPECCX of Settlement Price of the Buyer.

    • 4.2 Timely Basis for Payment

      • (a) Settlement of a Contract requires the approval of both the Buyer and Seller as to the terms of the Contract.
      • (b) Approval is given by the Buyer by either an affirmative Approval or a Counter offer entered through the Buy screen.
      • (c) Approval is given by the Seller by either an affirmative Approval or a Counter offer entered through the Sell screen.

  • 5. Transaction Fee

    • 5.1 Duty to Pay Transaction Fee for Settlement on SPECCX

      • (a) A transaction fee is payable by both Buyer and Seller to SPECCX upon the Settlement of a SPECCX Contract.

    • 5.2 Duty to Pay Transaction Fee for Settlement outside of the Exchange

      • (a) A transaction fee is payable to SPECCX even though a transaction as to a given product settles outside of the Exchange, given the satisfaction of each of the following conditions.
          •  
        • (1) Within one (1) year of a transaction outside of SPECCX between participants on SPECCX,
          • (i) the Buyer activated on or through SPECCX an offer to buy a given product, which is subsequently purchased by the Buyer or its agent(s) outside of SPECCX from a current or past Seller on SPECCX, whether or not the Seller made an offer to sell such a product on SPECCX, and
          • (ii) the Seller activated on or through SPECCX an offer to sell a given product, which is subsequently sold by the Seller or its agent(s) outside of SPECCX to a Buyer on SPECCX, whether or not Buyer made an offer on or through SPECCX to buy such a product on SPECCX.

  • 6. Delivery of Product Data

      • 6.1 Best Efforts Requirement

      • (a) Upon request by the Exchange, a seller must use best efforts in making truthful disclosures, prescribed by the Exchange, as to the physical and chemical attributes of any product offered for sale on or through the Exchange.

      6.2 Timely Basis of Delivery

      • (b) Timely basis of delivery of data under section 6.1 must be made on a timely basis by the Seller.

      6.3 Failure to Comply

      • (b) Failure to deliver data on a timely basis pursuant to this section may result in delisting of the Seller from the Exchange.

  • 7. Nonsolicitation of New Counterparties

      • Where Company introduces by way of the Exchange a counterparty to a Participant with whom the Participant has done no previous transactions, whether on or off the Exchange, in any of the commodities listed on the Exchange, including fruits, vegetables, eggs or hay, the Participant agrees not to solicit that counterparty to transact in the future outside of the Exchange for a period of 1 year from the Effective Date of the Participant's agreement with the Company.

  • 8. Regulation of the Exchange

    • 8.1 SPECCX Right to Cancel Contracts

      • (a) The Exchange reserves the right to cancel a contract that, in the discretion of SPECCX, clearly reflects a mistake by a Participant.
      • (b) The Exchange reserves the right to change the Rules of the Exchange at any time. Notice of no less than 30 days will be provided to all Participants. The means of giving notice is at the discretion of the Company and/or Exchange.

  • 9. Terms of Contracts on SPECCX

    • 9.1 The SPECCX Transaction Fee

      • (a) The amount of the transaction fee retained by SPECCX, LLC ("SPECCX Transaction Fee") will be calculated by SPECCX pursuant to the SPECCX Platform Agreement executed by each party to this Agreement.

    • 9.2 The Amount of the Final Payment

      • (a) The Buyer shall pay through SPECCX a Final Fee in an amount equal to the Final Agreed Upon Price for the Grant of Ownership plus the SPECCX Transaction Fee.
      • (b) Seller shall pay to SPECCX a transaction fee out of the Final Fee in an amount that is consistent with the terms in the Seller’s current SPECCX Platform Agreement.

    • 9.3 The Timing of the Final Payment

      • (a) Buyer shall make payment of the Final Fee to SPECCX, LLC on or before the Due Date, defined as the thirtieth (30th) calendar day immediately following the Delivery Date.

    • 9.4 Binding Upon Parties

      • (a) This Agreement shall bind the parties and their respective successors and assigns.

    • 9.4 Assignment of Rights under Agreement

      • (a) Any rights of either party to this Agreement may be assigned to a third-party provided that (i) notice is given to SPECCX on a timely basis and (ii) the counterparty to this Agreement is not, in the discretion of SPECCX, placed in an unfavorable position as a result of the assignment.

    • 9.4 Delegation of Duties under Agreement

      • (a) Any duties of either party under this Agreement may be delegated to a third-party provided that (i) notice is given to SPECCX on a timely basis and (ii) the counterparty to this Agreement is not, in the discretion of SPECCX, placed in an unfavorable position as a result of the delegation.

    • 9.5 Failure to Pay as Material Breach

      • (a) The failure to pay by Buyer according to the terms of an Agreement on SPECCX amounts to a material breach of the Agreement.

    • 9.6 Cure of Breach

      • (a) The Buyer has 10 calendar days from the end of the 30 calendar days set forth in Rule 9.4 to cure any material breach, whether due to a failure to pay, as defined in Rule 9.5, or any other reason that gives rise to a material breach.

    • 9.7 Cancellation for Failure to Cure

      • (a) If cure of the breach does not occur within the period defined in section 9.2, then the Seller may cancel the Agreement and seek other remedies available at law or at equity.

    • 9.8 Governing Law

      • (a) This Agreement is governed by and construed in accordance with the internal laws of the State of Tennessee without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Tennessee.

    • 9.9 Complete Agreement of Parties

      • (a) This Agreement is the complete agreement of the parties with respect to the subject matter hereof and all negotiations and understandings are merged herein.

    Last modified: March 17, 2024