Terms of Trade

These Terms of Trade (“Terms”) govern all commercial transactions, procurement agreements, supply contracts, and logistics arrangements entered into with XRT Group LLC (“XRT,” “we,” “us,” or “our”).

1. Definitions

In these Terms, the following definitions apply:

• “Buyer” — The party purchasing commodities or services from XRT.
• “Supplier” — The party supplying commodities or services to XRT.
• “Counterparty” — Any party entering into a commercial transaction with XRT, whether as Buyer or Supplier.
• “Commodity” — Physical goods, products, or raw materials subject to a transaction, including but not limited to fuels, agricultural products, edible oils, proteins, and logistics services.
• “Contract” — The legally binding agreement between XRT and the Counterparty for the supply, purchase, or logistics of Commodities, comprising these Terms, the applicable Confirmation, and any referenced INCOTERMS or industry-standard terms.
• “Confirmation” — The written document (electronic or physical) specifying the commercial terms of a particular transaction, including Commodity, quantity, price, delivery period, INCOTERMS, payment terms, and quality specifications.
• “INCOTERMS” — The INCOTERMS 2020 rules published by the International Chamber of Commerce (ICC), or such later edition as the parties may agree.
• “Business Day” — A day (other than Saturday, Sunday, or a public holiday) on which banks are open for general business in Houston, Texas, USA.

2. Scope & Application

These Terms apply to all offers, quotations, contracts, and transactions between XRT and any Counterparty. By entering into a transaction with XRT, the Counterparty acknowledges and accepts these Terms. Any variations, amendments, or supplementary terms must be agreed in writing and signed by an authorized representative of XRT.

In the event of any conflict between these Terms and a signed Confirmation, the Confirmation shall prevail with respect to the specific commercial terms of that transaction only. No terms or conditions put forward by the Counterparty in any purchase order, acceptance form, or other document shall be binding on XRT unless expressly accepted in writing.

3. Offers, Quotations & Contract Formation

1. Quotations and offers provided by XRT are not binding and are subject to availability, market conditions, and final confirmation. All quotations are valid for the period stated therein or, if no period is stated, for 5 Business Days from the date of issue.
2. A binding contract is formed only when XRT issues a written Confirmation (or equivalent electronic communication) that is accepted by the Counterparty, or when the Counterparty issues a purchase order and XRT confirms acceptance in writing.
3. XRT reserves the right to conduct due diligence, including KYC/AML screening, credit assessment, and sanctions checks, prior to confirming any transaction. XRT may decline to enter into any transaction at its sole discretion without obligation to provide reasons.

4. Commodity Specifications & Quality

1. All Commodities supplied by XRT shall conform to the quality specifications, grades, and standards set forth in the applicable Confirmation. Where a Confirmation references a particular grade, standard, or specification (e.g., USDA grading, ASTM standards, GAFTA contract terms, ISO specifications), the Commodities shall meet or exceed such referenced standards.
2. Quality shall be determined by independent inspection at the loading or discharge point as specified in the Confirmation. Inspection shall be conducted by an internationally recognized inspection company mutually agreed by the parties (e.g., SGS, Bureau Veritas, Intertek, or equivalent). Inspection costs shall be allocated as specified in the Confirmation or, if not specified, shared equally.
3. Where applicable, weight and quantity shall be determined by certified weighing equipment at the point of loading or discharge, with weight certificates issued by the appointed inspection company.
4. Any claim regarding quality, quantity, or specification must be submitted in writing within the time period specified in the Confirmation or, if not specified, within 14 calendar days of discharge or delivery, accompanied by supporting inspection certificates and photographic evidence.

5. Price, Payment & Currency

1. All prices are quoted and payable in the currency specified in the Confirmation. In the absence of a specified currency, prices shall be in United States Dollars (USD).
2. Unless otherwise agreed, payment terms are as specified in the Confirmation. Typical payment terms include:
   • Irrevocable Letter of Credit (L/C) at sight confirmed by a prime international bank acceptable to XRT
   • Telegraphic Transfer (T/T) with agreed advance payment, balance against shipping documents
   • Documents Against Payment (D/P) or Documents Against Acceptance (D/A) at XRT's discretion
   • Open account (subject to credit approval and ongoing compliance review)
3. Late payments shall bear interest at the rate of 2% per month (or the maximum rate permitted by applicable law, whichever is lower) from the due date until full payment is received. XRT reserves the right to suspend further deliveries or cancel outstanding Contracts if payment is overdue.
4. All prices are exclusive of applicable taxes, duties, levies, and charges, unless otherwise stated in the Confirmation. The Counterparty is responsible for all taxes, customs duties, and regulatory fees applicable in its jurisdiction unless INCOTERMS or the Confirmation expressly allocates these to XRT.
5. XRT reserves the right to adjust prices to reflect changes in commodity market prices, freight rates, insurance premiums, foreign exchange rates, or government-imposed taxes, duties, or surcharges arising after the date of the Confirmation but before delivery. XRT shall notify the Counterparty promptly of any such adjustment.

6. Delivery, Risk & Title

1. Delivery terms shall be governed by the INCOTERMS specified in the Confirmation. Where no INCOTERMS is specified, the default shall be FOB (Free On Board) at the port of loading indicated by XRT.
2. Risk of loss, damage, or deterioration shall pass from XRT to the Counterparty in accordance with the applicable INCOTERMS.
3. Title to the Commodities shall pass from XRT to the Counterparty upon full and unconditional payment of the purchase price and all other sums due under the Contract, regardless of physical delivery.
4. Delivery dates and periods are estimates only and are not of the essence unless expressly agreed in writing. XRT shall not be liable for any delay or failure in delivery caused by events beyond its reasonable control (see Section 13 — Force Majeure).

7. Inspection & Rejection

1. The Counterparty has the right to inspect Commodities at the point and time specified in the Confirmation. Inspection must be conducted by or in the presence of an independent inspection company acceptable to both parties.
2. Any rejection of Commodities must be based on a material failure to conform to the Contract specifications and must be communicated in writing within 48 hours of the completion of inspection, together with full supporting evidence from the inspection company.
3. If Commodities are rightfully rejected, XRT's liability shall be limited, at XRT's option, to (a) replacement of the non-conforming Commodities with conforming Commodities within a reasonable time, or (b) refund of the purchase price paid for the non-conforming portion.

8. Insurance

Insurance arrangements shall be governed by the applicable INCOTERMS. Where the Confirmation requires XRT to arrange insurance (e.g., under CIF or CIP terms), XRT shall obtain insurance coverage from a reputable insurer with coverage terms standard for the relevant Commodity and trade route, at a minimum of 110% of the invoice value, unless otherwise agreed.

9. Compliance, Sanctions & AML

1. The Counterparty represents and warrants that it, its directors, officers, employees, agents, and ultimate beneficial owners are not subject to sanctions, restrictions, or designations imposed by the United States (OFAC), the United Nations, the European Union, the United Kingdom (OFSI), or any other applicable sanctions authority.
2. The Counterparty agrees to provide all information and documentation reasonably requested by XRT for KYC, AML, sanctions screening, and compliance purposes, both before entering into a transaction and on an ongoing basis as required.
3. XRT may immediately suspend performance or terminate any Contract without liability if the Counterparty becomes a sanctioned person or entity, is designated on any relevant sanctions list, or if continued performance would violate applicable sanctions, AML laws, or export control regulations.
4. The Counterparty shall not, directly or indirectly, resell, re-export, or divert any Commodities supplied by XRT to any sanctioned country, entity, or individual, or for any end-use prohibited by applicable export control or sanctions laws.

10. Limitation of Liability

1. Exclusion of consequential loss. To the fullest extent permitted by applicable law, neither party shall be liable to the other for any indirect, consequential, special, punitive, or exemplary damages, including but not limited to loss of profit, loss of business, loss of revenue, loss of goodwill, or loss of anticipated savings, whether arising in contract, tort (including negligence), breach of statutory duty, or otherwise.
2. Cap on liability. XRT's total aggregate liability under or in connection with any Contract (whether in contract, tort, or otherwise) shall not exceed the total purchase price payable by the Counterparty under that Contract.
3. Exceptions. Nothing in these Terms excludes or limits liability for (a) death or personal injury caused by negligence, (b) fraud or fraudulent misrepresentation, or (c) any other liability that cannot be excluded or limited by applicable law.

11. Indemnity

Each party (the “Indemnifying Party”) shall indemnify, defend, and hold harmless the other party and its affiliates, directors, officers, employees, and agents from and against any and all claims, demands, actions, losses, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of or in connection with:

• The Indemnifying Party's breach of any representation, warranty, or obligation under these Terms or any Contract;
• The Indemnifying Party's violation of applicable laws, regulations, or sanctions; or
• Any third-party claim arising from the Indemnifying Party's handling, storage, transportation, or resale of the Commodities after risk has passed to the Indemnifying Party under the applicable INCOTERMS.

12. Confidentiality

1. Each party agrees to keep confidential the terms of any Contract (including pricing, volumes, and delivery schedules) and any proprietary or commercially sensitive information disclosed by the other party in connection with a transaction (“Confidential Information”).
2. Neither party shall disclose Confidential Information to any third party without the prior written consent of the other party, except (a) as required by applicable law, regulation, or court order, (b) to its professional advisors under obligations of confidentiality, (c) to its financing banks or insurers as reasonably required, or (d) to regulatory or tax authorities.
3. The confidentiality obligations in this Section shall survive termination or expiration of any Contract for a period of 3 years.

13. Force Majeure

1. Neither party shall be liable for any failure or delay in performance caused by events beyond its reasonable control, including but not limited to: acts of God, fire, flood, earthquake, tsunami, hurricane, epidemic or pandemic (including related government restrictions), war (declared or undeclared), terrorism, civil unrest, strikes or labor disputes, government action, sanctions, export or import restrictions, disruption to shipping or port operations, failure of suppliers, or any other cause beyond the affected party's reasonable control (“Force Majeure Event”).
2. The affected party shall notify the other party in writing within 3 Business Days of becoming aware of the Force Majeure Event, providing details of the event and its expected duration.
3. If a Force Majeure Event continues for more than 30 calendar days, either party may terminate the affected Contract by written notice to the other party, without liability except for payment for Commodities already delivered and accepted.

14. Governing Law & Dispute Resolution

1. These Terms and all Contracts shall be governed by and construed in accordance with the laws of the State of Texas, USA, without regard to its conflict of laws principles.
2. Arbitration. Any dispute, controversy, or claim arising out of or in connection with these Terms or any Contract, including any question regarding its existence, validity, interpretation, breach, or termination, shall be referred to and finally resolved by arbitration administered by the American Arbitration Association (AAA) under its International Arbitration Rules in effect at the time of the arbitration.
3. The seat of arbitration shall be Houston, Texas, USA. The arbitration shall be conducted in the English language. The arbitral tribunal shall consist of one arbitrator mutually agreed by the parties, or failing agreement within 30 days, appointed by the AAA.
4. The arbitral award shall be final and binding on the parties, and judgment on the award may be entered in any court having jurisdiction.
5. Notwithstanding the foregoing, either party may seek interim or conservatory measures from any court of competent jurisdiction, and such application shall not be deemed a breach or waiver of this arbitration agreement.
6. Commodity-specific arbitration. For transactions involving grains, oilseeds, or feed ingredients, the parties may agree in the Confirmation to refer disputes to GAFTA (Grain and Feed Trade Association) arbitration in London, UK, applying GAFTA rules and English law. For transactions involving edible oils and fats, the parties may agree to refer disputes to FOSFA (Federation of Oils, Seeds and Fats Associations) arbitration.

15. Miscellaneous

1. Entire agreement. These Terms, together with the applicable Confirmation, constitute the entire agreement between the parties with respect to the subject matter and supersede all prior negotiations, representations, and agreements.
2. Severability. If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
3. No waiver. Failure by XRT to enforce any provision of these Terms shall not constitute a waiver of that provision or any other.
4. Assignment. The Counterparty shall not assign, transfer, or delegate any rights or obligations under any Contract without XRT's prior written consent. XRT may assign or transfer any Contract to an affiliate or in connection with a merger, acquisition, or sale of assets.
5. Notices. All notices under these Terms shall be in writing and delivered by email (with confirmed receipt), recognized international courier, or registered mail to the addresses specified in the Confirmation or as notified by either party from time to time.
6. Survival. Provisions that by their nature should survive termination or expiration shall do so, including but not limited to: payment obligations, confidentiality, indemnity, limitation of liability, and dispute resolution.

Contact

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© 2026 XRT Group LLC. All rights reserved. These Terms of Trade incorporate and are consistent with GAFTA, FOSFA, and ICC standard terms as applicable to the relevant commodity sectors.