General Terms and Conditions
Clearfield Commodities, LLC
- These terms and conditions for brokerage services (these "Terms") are the only terms that govern the provision of brokerage services by Clearfield Commodities, LLC ("Clearfield") to the end customer ("Customer") named in the order confirmation (the "Confirmation") to which these terms are incorporated.
- The Confirmation and these Terms (collectively, this "Agreement") comprise the entire agreement between the parties and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. In the event of any conflict between these Terms and the Confirmation, the Confirmation shall govern.
- These Terms prevail over any of Customer's general terms and conditions regardless of whether or when Customer has submitted its request for proposal, order, or such terms. Provision of services to Customer does not constitute acceptance of any of Customer's terms and conditions and does not serve to modify or amend these Terms.
3. Fees and Expenses; Payment Terms; Interest on Late Payments.
- In consideration of the provision of the Services by Clearfield and the rights granted to Customer under this Agreement, Customer shall pay the commission set forth in the Order Confirmation.
- Unless otherwise agreed to in writing, commission payments shall be due at the end of each month for the term of the lease described in the Confirmation. Customer shall make all payments hereunder in US dollars by wire transfer, ACH transfer, check, or other method of payment agreed to between Customer and Clearfield in writing.
- In the event payments are not received by Clearfield within 15 days after becoming due, Clearfield may:
- charge interest on any such unpaid amounts at a rate of 1.5% per month or, if lower, the maximum amount permitted under applicable law from the date such payment was due until the date paid and
- suspend performance for all Services until payment has been made in full.
- All non-public, confidential, or proprietary information of Clearfield, including, but not limited to, trade secrets, information pertaining to business operations and strategies, and information pertaining to customers, pricing, and marketing, and the terms of this Agreement (collectively, "Confidential Information"), disclosed by Clearfield to Customer, whether disclosed orally or disclosed or accessed in written electronic or other form or media, and whether or not marked, designated or otherwise identified as "confidential," in connection with the provision of the Services and this Agreement is confidential, and shall not be disclosed by Customer without the prior written consent of Clearfield. Confidential Information does not include information that is (i) in the public domain, (ii) known to Customer at the time of disclosure, or (iii) rightfully obtained by Customer on a non-confidential basis from a third party.
- The customer agrees to use the Confidential Information only to make use of the Services.
- Clearfield shall be entitled to injunctive relief for any violation of this Section.
- IN NO EVENT SHALL CLEARFIELD BE LIABLE TO THE CUSTOMER OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT CLEARFIELD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
- IN NO EVENT SHALL CLEARFIELD'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE AGGREGATE AMOUNTS PAID OR PAYABLE TO CLEARFIELD PURSUANT TO THE APPLICABLE ORDER CONFIRMATION IN THE TWELVE MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.