Code of Commerce

From TF Library

ARTICLE I - GENERAL PROVISIONS

Section 1 - Preliminary

Clause 1.1 - Purpose The Government of the Trade Federation was founded on the principles of honor, integrity and profit.In accordance with these principles the following Code defines programs and initiatives that enhance these principles, contracts to carry out these principles, and the penalties for the breach of those contracts.

Clause 1.2 - Applicability This Code has full force and effect upon: - all members, citizens, employees and agents of the Trade Federation, - all foreigners engaged in commercial and trade activities within the Trade Federation space, as defined by the Trade Federation

Clause 1.3 - Judicial Procedures All sentient beings who become subject to this Code through alleged unlawful acts of commerce and trade are to be considered innocent of the act until such a time as the accused has had the opportunity to confront their accuser and the accuser satisfactorily proves the guilt of the accused before a Commerce Tribunal in an adversarial trial setting. - The Commerce Tribunal shall consist of the Minister of Production, or appointed representative of the Minister, the Director of Trade, or appointed representative of the Director, and the Chief Justice, or appointed representative of the Chief Justice. - A ruling of the Commerce Tribunal can only be overturned by unanimous agreement of the Cabinet - The accused party is not allowed to petition the Cabinet for a review of the Commerce Tribunal ruling, only the Cabinet, itself, may choose to review any Commerce Tribunal ruling.

ARTICLE II - COMMERCE and TRADE PROGRAMS

Section 1 - Trade Federation Middle Program

Recognizing the potential danger in present in any transaction, the Trade Federation Middle program allows for the use of a trusted and insured middle for any and all transaction.The Middle Program is comprised of long standing, respectable and honorable members of the trading community. It is recommended that you use a middle when doing any sort of trade or sale.In addition, the Trade Federation will insure their approved and certified middles with Trade Federation funds in the event you use a Trade Federation middle and the middle does not fulfill his or her duty, the Trade Federation will reimburse you the credit value of the loss goods.

Middle signature bars are only hosted on the Trade Federation server and are considered official.The Trade Federation will also maintain a current and active Middlemen list of approved and certified Trade Federation Middles so as to prevent individuals from impersonating middles.

Clause 1.1 - Filing a claim for reimbursement The Trade Federation Middle Program will only reimburse people who have a loss from an approved and certified Trade Federation Middle while they are middling a trade and/or sale.The Trade Federation will notify the trading community of corrupt middles via the traders lounge and the news section of the Trade Federation website. A) To report a middle loss you must send all evidence to the Trade Federation Duceroy within 72 hours of the loss. B) The Trade Federation will not be responsible for any trade loss due to planetary shields or security doors. It is impossible for a middle to know of these circumstances. C) Prior to sending assets, goods and/or credits to a Trade Federation Middle, please Darkness Message (DM) said Middle to confirm with them that they are available to middle a trade and will agree to middle the trade. The Trade Federation will not reimburse traders who fail to do this.

Clause 1.2 - Trade Federation Middles To become a sanctioned Trade Federation Middle, send a message to the Duceroy, who will seek approval from the Trade Federation Cabinet.Only a unanimous vote by the Trade Federation Cabinet can approve a member for middle status. The same applies for moving up in middle levels. A) Level 5 - 500,000,000 credits and above (The most trusted members of the Trade Federation, use of Level 5 Middles is restricted to trades valued in excess of 500,000,000 credits) B) Level 4 - Up to 500,000,000 credits (Some of the most trusted and longstanding members of the Trade Federation. C) Level 3 - Up to 300,000,000 credits (Senior members of the Trade Federation who have established themselves as trustworthy traders.) D) Level 2 - Up to 100,000,000 credits (Members of the Trade Federation who have established themselves as trustworthy traders.) E) Level 1 - Up to 50,000,000 credits (Junior members of the Trade Federation who have established themselves as trustworthy traders.)

ARTICLE III - CONTRACTS

Section 1 - Trade Federation Approved Contract

Given that Profit is one of the Trade Federation's central principles, and given that the orderly conduct of transactions is conducive to profit, but recognizing that sellers and buyers require freedom to creatively construct their business dealings, the Federation adopts the following guidelines in the construction of a valid and enforceable contract.

Clause 1.1 - Definition of Contract A contract is defined as the total legal obligation that results between two or more parties in their agreement for the provision of goods and/or services.

Clause 1.2 - Formation of Contract A contract may be made in any manner sufficient to show agreement. Agreement may be shown by an offer and acceptance, by conduct, or any other credible evidence of the intent to be bound. A contract is not invalid merely because the parties have not agreed on every term; all that is required is sufficient evidence that the parties - intended to contract, and - that there is a reasonably certain basis for a remedy.

Clause 1.3 - Offer An offer is the manifestation of the intent to make a contract where that manifestation could reasonably be construed under the circumstances as inviting acceptance. An offeror is not bound until the offer is accepted, and an offer may be revoked until accepted.

Clause 1.4 - Acceptance Acceptance is the manifestation of the intent to abide by the terms of the offer.

Clause 1.5 - Terms of Contract A) Express terms - Express terms agreed to by the parties to a contract govern the interpretation of the contract and the obligations of the parties. Where terms are not expressly defined, the interpretation of terms may be guided by: - course of performance, which refers to historical performance of the same, ongoing contract, - course of dealing, which refers to the history of trade between the parties beyond theongoing contract, - usage of trade, which refers to industry standards relative to the subject matter of the contract.

B) Default terms - Price: the absence of a price term does not necessarily indicate that no intent existed to form a binding contract. Where such an intent is shown, but no price was expressly agreed to, the price will be implied as that which is reasonable under the circumstances at the time of delivery. - Delivery: Unless otherwise agreed, - delivery shall occur in a single delivery, - delivery shall occur at a location designated by the seller that is accessible by the buyer. - Payment: Unless otherwise agreed, - payment shall occur in a single payment, - payment and delivery shall occur within a reasonable passage of time, regardless of which occurs first.

Clause 1.6 - Written and Recorded Contract There is a general requirement that contracts be memorialized in writing, and upon being memorialized by both parties, the contract is to be delivered by both parties to the Trade Federation Department of Justice Recording Office.

Clause 1.7 - Exceptions to the Guidelines With the exception of the submission to the jurisdiction of the Trade Federation, judicial and recording procedures, every requirement of Article III - Contracts may be altered, modified or obviated by the agreement of the parties to a contract. The parties are free to agree or not to agree to any particular contract terms. However to have a valid and enforceable contract under Trade Federation Law submission to Trade Federation jurisdiction, including proper judicial and recording procedures must be followed.The Commerce Tribunal will not oversee a trial of a non-recorded contract, this Code recognizes non-recorded contracts as null and void, and unenforceable.

Clause 1.8 - Commerce Tribunal Guidelines - Contract Interpretation: where terms of a contract are ambiguous, the Tribunal shall attempt to discern the plain meaning of said terms, being first guided by the express terms of the contract, and thereafter by course of performance, course of dealing, then usage of trade. - Evidence: All relevant evidence may be considered and provided by the accuser and accused. - Unconscionability: The argument that the terms of a contract are unconscionable under the circumstances shall not provide a defense to the requirement that a party perform its obligations under a contract. - Modification and Waiver: where the parties mutually agree, after the formation of a contract, to modify or waive any terms of a contract, the terms are thereupon modified or waived.Modification must be additionally recorded for the modified contract to be enforceable.

Section 2 - Performance and Breach of a Trade Federation Approved Contract

Clause 2.1 - Performance The parties are obligated to perform their contractual promises. The most basic obligations require the seller to deliver goods and or service, and the buyer to pay for the same. Additional obligations may be imposed by the terms of the contract.

Clause 2.2 - Breach When any party to a contract does not fulfill the most basic obligation required, or any party fails to perform additional obligations of the as stated in the contract, a breach of contract has occurred.The non-breaching party or parties have a cause for action before the Commerce Tribunal to recover losses due to the breaching party or parties conduct.

Clause 2.3 - Remedies Generally, the remedies provided by this Code shall be liberally administered to the end that the non-breaching party may be put in as good a position as if the breaching party had fully performed. (A) Seller’s remedies for breach: - if the seller has not yet delivered to the buyer at the time of buyer’s breach, the seller may stop delivery, and re-sell the same goods or services, then recover from the buyer the difference, if any, between the price sold for and the more-advantageous price agreed to by buyer. - if the seller has delivered to the buyer at the time of buyer’s breach, seller may recover from buyer the contract price. (B) Buyer’s remedies for breach: - if the seller has breached by not delivering the goods, buyer may attempt to acquire reasonably similar goods elsewhere, then recover from seller the difference between the higher price paid to the third party and the contract price, or the difference between the average market price for the goods and/or services and the contract price. - if the seller has breached by delivering non-conforming goods, the buyer may accept the goods and recover from the seller the difference in price between the goods provided and the cost of conforming goods, or the buyer may reject the goods, return them to seller, and recover both its purchase price and the difference, if any, between the purchase price and average market price.

Clause 2.4 - Punitive Remedies Generally, remedies are only provided to return the non-breaching party or parties to an approved contract to as good a position as if the breach had not occurred.However, the Commerce Tribunal will entertain declaration for punitive remedies by a non-breach party when the circumstances of breach are necessarily atrocious enough to require punishment for the act of breach.

Section 3 - Voided Contracts

At the discretion of the Viceroy, any recorded contract that is subject to this Code may be declared void by the Viceroy, in which circumstance all parties to the contract shall be returned as close to their pre-contract positions as is reasonably possible. This power shall be exercised solely at the discretion of the Viceroy.