Terms & Conditions
ELECTRONIC COMMUNICATIONS TERMS AND CONDITIONS
Counterparty (as defined in the Commodities Contract, and the Commodities Purchase Contract or the Commodities Sale Contract) is agreeing to conduct business with Company electronically and Counterparty is agreeing to the following terms. Counterparty agrees that, except as otherwise required by applicable law, Company may communicate with Counterparty electronically and that communications may be provided to Counterparty in electronic form or transmitted by electronic means. Such communications may include, but are not limited to, notices, disclosures, transmittals of documents, and other communications, including communications that notices applicable to Counterparty have been published on Company’s website. Counterparty also agrees that, except as otherwise required by applicable law, Company may accept and rely upon documents that Counterparty agrees to electronically. Such documents may include, but are not limited to, the Application and any and all contracts, credit agreements, promissory notes, security agreements and other documents that Counterparty enters into with Company. Electronic agreement may occur in various manners, including but not limited to, in the manner indicated when the document is communicated to Counterparty. Company may, in its sole discretion, accept communications of Counterparty’s agreement in any other manner, including agreement indicated by an electronic sound, symbol or process associated with the relevant document. Company may accept agreement from Counterparty online, through use of a mobile device application (or “app”), via text message, email or facsimile transmission, or through any other means of communication. All such documents that Counterparty agrees to electronically shall be considered an “electronic record” containing Counterparty’s “electronic signature,” under applicable federal and state laws. Counterparty’s electronic agreement shall be as effective, enforceable and valid as if a paper version of the relevant document were delivered to Company containing Counterparty’s original written signature. Each document that Counterparty agrees to electronically shall for all purposes (including perfection of security interests and admissibility of evidence) be considered the sole original authenticated document and shall be effective as a transferable record. Counterparty agrees not to raise the manner or means that Counterparty used to agree to a document or to communicate Counterparty’s agreement to Company as a defense to the enforcement of that document. Counterparty may request a paper copy of any document. Counterparty may revoke Counterparty’s agreement to receive electronic communications or to conduct business with Counterparty electronically by sending 30 days’ prior written notice of such revocation. Such notice must be manually signed by Counterparty and transmitted by certified mail, return receipt requested. Any such revocation shall be effective prospectively only. Counterparty may refuse to conduct further transactions electronically. If Counterparty electronically agrees to a document, Counterparty will not be considered to have refused to conduct that transaction electronically. In the event of any conflict between the terms of this paragraph and the terms of any other document entered into between Counterparty and Company regarding electronic signatures or communications, then as to such other document, the terms of such other document shall control.
Electronic communications involve risks, including risk of interception by third parties. Except insofar as such liability is not waivable under applicable law, Counterparty hereby releases Company from all liability relating to the fact that a communication was provided in electronic form or transmitted by electronic means. Counterparty agrees to provide Counterparty’s e-mail address and phone number for text messages to Company and to notify Company within ten (10) days if Counterparty changes such e-mail address or phone number. Any communication sent to Counterparty by e-mail or text message will be deemed received when sent to an e-mail address or phone number that Counterparty provided to Company or that Counterparty has used to communicate with Company. If Counterparty agrees to a document electronically, Counterparty agrees that the electronic method Counterparty uses reliably establishes Counterparty’s identity and, where relevant, Company’s identity as a holder. To the extent, if any, that any document constitutes chattel paper (as defined in the Uniform Commercial Code), no security interest in such document may be created through the transfer or possession of any counterpart or copy thereof, other than the document produced by the electronic method Company specifies.
Effective Date: 2/25/2025