Transparent Trade Agreement – Cotton Fibre/Noils (Template)

Agreement Number: X0000- X0000-YYMMDD01

Date: MMDDYYYY

1. Parties

This Agreement is made and entered into by:

• Buyer: XXX (X0000-X0000-X0000-X0000)

• Seller: XXX (X0000-X0000-X0000-X0000)

Together referred to as the “Parties”.

2. Commercial Transaction Details

The Parties agree to the transaction of the Product below based on the Commercial Data captured via the Sourcery Connect Platform.

• Product: XXX

• Quantity: XXX

• Price: XXX

• Price (Basis): XXX

• Incoterms: XXX

• Payment Term: XXX

Please refer to additional commercial data found in the Transaction Summary on the Connect Platform.

3. Purpose and Scope

3.1 Purpose. Buyer and Seller agree that the commercial details found in the Transaction Summary of the Connect Platform form the basis of this Commercial Transaction and define the successful Performance of this Agreement.

3.2 Sourcery Partner Status. Parties acknowledge that their use of the Connect Platform and this Agreement are governed by Membership and User Agreement, Privacy Policy, and Data Sovereignty Policy.

3.3 Performance. Satisfactory Performance is defined as adherence to all terms of this Agreement and those agreed to as a condition of using the Sourcery Connect Platform and referenced in 3.2 above.

4. Obligations of the Parties

4.1 Commercial Intent. Parties acknowledge they are entering into a legally binding commercial contract and agree to furnish qualified purchase orders or invoices that reflect the details found in this Agreement.

4.2 Communication. Parties shall proactively engage in correspondence to ensure transparent and efficient trade until Performance is deemed satisfactory.

4.3 Licenses and Taxes. Parties are required to obtain necessary domestic, export, and import licenses.

• Taxes, duties, or government fees are the responsibility of the respective Party based on the export/import location.

• Government incentives are for the account of the respective transacting Party.

5. Commercial Pricing and Payments

5.1 Pricing.

• Fixed Pricing: Parties agree to the Fixed Pricing, including Price (Basis) and Price (Premium), as detailed in the Transaction Summary.

• Exchange Pricing (If Applicable): If "On Call" pricing is used, it is based on the close of trading prices on the official futures exchange referenced in the Transaction Summary.

5.2 Carrying Charges.

• If shipment is delayed at the request of the Buyer beyond the period stipulated in the Transaction Summary, Carrying Charges shall apply to the invoice value at the rate mutually agreed upon in the Transaction Summary or at prevailing market rates.

5.3 Payment Terms.

• Net Terms: Net terms cannot exceed 120 days from the date Buyer accepts Product.

• Default on Net Terms: In the event of non-payment, Seller may close out open contracts at current market price differences, with a penalty interest rate of 1.5% per month applied to overdue payments.

5.4 Letter of Credit (LC). If payment is by LC, it must be irrevocable, opened by a first-class bank, and fully operational at least 7 days prior to shipment. The LC must include the following clauses:

• Negotiation allowed up to 30 days following shipment.

• Third-party documents (except final invoice) acceptable.

• Partial shipments and transshipments allowed.

• Telegraphic transfer reimbursements allowed.

• Photocopy of documents acceptable.

• All bank charges of the opening/reimbursing bank are for the Buyer's account.

• Default on LC: Failure to open an LC causes a cross-default on all contracts, allowing the Seller to close out contracts at market differences.

5.5 Ownership. The Product remains under the full ownership of the Seller until full payment of the invoice has been received.

5.6 Transaction Fees. This transaction is subject to transaction fees charge by Sourcery, if applicable, and found in the Membership and User Agreement.

6. Insurance and Logistics

6.1 Insurance Requirements. Parties must obtain insurance from a First-Class Insurance Company to cover trade risks.

• CIF/CIP/DDP: Seller provides all-risk insurance, including country damage, for 110% of the Transaction Value.

• FCA/FOB/FAS: Buyer covers all risks from the date goods are accepted by the carrier.

6.2 Quality Determination

• Unless otherwise specified as in the Transaction Summary, Quality is to be considered final at the point of discharge (Landed Quality).

• Quality classification shall be based on HVI or Manual Classing as stipulated in the Transaction Summary data and documents uploaded by the seller.

6.3 Claims.

• Country Damage: Buyer must separate damaged goods and claim within 7 days of devanning/weighing, but no later than 42 days from arrival.

• Surveys: If Parties disagree on an allowance, a third-party Lloyd’s Agent or qualified surveyor shall be appointed. Survey costs are for the Buyer's account in the first instance.

6.4 Weight Basis and Supervision.

• Final Value: Determined by net certified landed weights.

• Tare: Actual tare is to be deducted from gross weight to ascertain net weight, unless "Standard Tare" is selected in the Transaction Summary.

• Controllers: Weighing, taring, and sampling shall be supervised by an independent controller mutually agreed upon by the Parties.

7. Settlements

7.1 Mandatory Platform Settlement. All final transactions under this Agreement must be fulfilled and settled via the Sourcery Connect Platform to ensure counter-party protections, data obligations, and rights are upheld.

7.2 Breach of Agreement. Failure to conclude the contract via the Platform, without prior written consent by Sourcery, will be considered a breach of the User Agreement and Membership Agreement. Such breach may lead to immediate termination of access, use, and data rights, and forfeiture of future data incentives and royalties.

8. Confidentiality and Privacy Between Users

8.1 Confidential Information. Parties agree that all confidential information shared between them regarding this Commercial Transaction shall not be shared with any third party outside of this Agreement, unless stipulated in writing.

8.2 Data Rights. Parties acknowledge that the broader ownership, collection, processing, and privacy policies regarding data stored on the Connect Platform are governed by the agreements found in Section 3.2 above.

9. Disputes and Arbitration

9.1 Amicable Resolution via Trust Line. Prior to engaging in formal arbitration, legal proceedings, any dispute or claim arising out of or in connection with this Agreement must first be submitted to the via the Trust Line for internal resolution by a Sourcery Trade Engagement Team memberor or a Sourcery appointed thrid-party mediator.

• Parties agree that utilizing the Trust Line for resolution is a mandatory prerequisite to activating any Trade Protection, data monetization protections, or other platform benefits

9.2   International Cotton Association (ICA). If the dispute cannot be resolved via the Trust Line, the Parties agree that this Agreement is subject to the Rules and Bylaws of the International Cotton Association (ICA). Disputes will then be settled outside of Sourcery through Arbitration in accordance with the Rules and Bylaws of the ICA.

9.3 Quality/Weight Disputes. Claims regarding weight or quality deviation shall be based on the Rules and Bylaws of the ICA.

9.4 Arbitration Costs. Costs are mutually shared until a binding award is issued. Sourcery is not subject to ICA or third-party arbitration costs between Buyer and Seller.

9.5 No Legal Action. Parties agree not to take legal action against each other in any global jurisdiction regarding this transaction until they have first utilized the Trust Line and subsequently obtained a qualified arbitration award and exhausted all ICA appeal means.

10. Force Majeure

10.1 Definition. Force Majeure includes acts of God, fire, flood, war, terrorism, embargo, strikes, or pandemics .

10.2 Obligations. Parties prevented from fulfilling Performance due to Force Majeure must provide immediate written notice. Parties are not responsible for delays caused by Force Majeure, provided obligations are fulfilled within a commercially reasonable time after the event passes.

11. General Provisions

11.1 Entire Agreement. This Agreement constitutes the entire agreement between Buyer and Seller for this Commercial Transaction.

11.2         Conflict of Terms. If this Agreement conflicts with the Sourcery User Agreement or ICA Rules, the provisions of this Agreement shall prevail.

11.3         Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Seller’s jurisdiction, provided that said country is not subject to international trade bans, embargoes, or sanctions that would prohibit jusidictional oversight or enforcement.

12. Signatures