Last updated: 2026

Terms of Trade

Last Updated: 2026 Applicable to all transactions with XRT Group LLC

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.
"Order Confirmation Date" — The date on which XRT confirms in writing that all conditions in Section 3.2 have been satisfied and the order is complete. All lead times, delivery periods, shipment windows, price validity, and cancellation periods run from this date and not from the date of the Counterparty's purchase order.
"Purchase Order" or "PO" — A purchase order issued by the Counterparty.

2. Scope & Application

2.1 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.

2.2 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, vendor portal, supplier code, purchasing conditions, or other document shall be binding on XRT unless expressly accepted in writing by an authorized representative of XRT. XRT's acknowledgment of, or performance following receipt of, any such document is not acceptance of its terms.

2.3 Order of precedence, highest first: (a) a signed master agreement between the parties; (b) the signed Confirmation and its annexes; (c) the accepted PO; (d) the quotation; (e) these Terms — in each case only as to the specific matter addressed.

2.4 No course of dealing, prior contract, or oral statement varies these Terms.

3. Offers, Quotations & Contract Formation

3.1 Quotations are not binding. 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 five (5) Business Days from the date of issue.

3.2 Conditions to binding acceptance. 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. No PO is accepted and no order is binding on XRT until XRT has received all of the following:

(a) the PO or Confirmation fully executed and signed by an authorized representative of the Counterparty, and countersigned by XRT; (b) a completed and signed IRS Form W-9, or IRS Form W-8BEN / W-8BEN-E for non-U.S. parties, where applicable; (c) Confirmation of payment in accordance with the agreed payment terms, or of the required advance payment installment; and (d) all compliance documentation XRT requires under Section 9, including KYC/AML records, beneficial ownership information, sanctions screening clearance, and any end-use or end-user statements, import licenses, or export licenses.

3.3 Payment confirmation defined. "Confirmation of payment" means funds verified as received and cleared in XRT's designated account, or an operative letter of credit or documentary instrument confirmed acceptable by XRT in writing. Wire receipts, SWIFT copies, MT103 copies, remittance advices, and payment screenshots are acknowledgments only and do not constitute cleared funds or confirmation of payment.

3.4 No performance prior to completion. XRT has no obligation to procure, allocate, reserve, produce, book freight for, ship, or otherwise perform under any PO until Section 3.2 is satisfied. Lead times, delivery windows, shipment windows, and price validity begin to run only from the Order Confirmation Date, which XRT will notify in writing.

3.5 Due diligence and right to decline. 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.

3.6 Authority and accuracy. The Counterparty represents that the signatory is authorized to bind it, and that all entity, tax, banking, consignee, and remittance information provided is accurate and current. The Counterparty shall notify XRT in writing immediately of any change. XRT may rely on instructions from any person reasonably appearing to be authorized by the Counterparty.

3.7 Payment instruction fraud. XRT's banking details change only by written notice signed by an authorized officer of XRT and verified by the Counterparty by telephone to a previously known XRT contact. The Counterparty bears the entire risk of any payment made to an account not so verified, and any such payment does not discharge its payment obligation.

3.8 Preliminary documents are non-binding. Letters of Intent, ICPOs, soft probes, MOUs, term sheets, and similar preliminary documents are non-binding and create no obligation on XRT to buy, sell, allocate, reserve, or hold product or capacity.

4. Commodity Specifications & Quality

4.1 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 referenced standard shall apply.

4.2 Inspection and determination of quality. 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. Certificates issued at the point specified in the Confirmation are final and binding on both parties absent manifest error.

4.3 Weight and quantity. 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.

4.4 Waiver of inspection. Where the Counterparty is entitled to appoint an inspector and fails to do so, or fails to notify XRT of its appointment at least five (5) Business Days before the shipment window opens, the certificates of the appointed inspection company, producing establishment, or plant shall be conclusive.

4.5 Natural variation. Where the Commodity is an agricultural, food, protein, edible oil, mineral, or other natural product, the Counterparty accepts normal variation in color, size, texture, fat content, moisture, trim, yield, and appearance within the contracted specification, and accepts normal shrinkage and weight loss in transit.

4.6 Third-party certification. Where the Confirmation calls for halal, kosher, organic, sustainability, or other third-party certification, XRT's obligation is limited to supplying Commodities accompanied by a valid certificate issued by the certifying body named or accepted in the Confirmation. XRT does not warrant that any particular certifying body will be recognized or accepted by any authority, importer, or end customer at destination, and non-recognition is not a defect in the Commodities.

4.7 Quantity tolerance. Unless the Confirmation states otherwise, XRT may deliver a quantity within plus or minus ten percent (±10%) of the contracted quantity, priced pro rata to the quantity actually delivered. Delivery within tolerance is full performance. XRT may ship in partial lots and invoice each separately.

4.8 Origin. Where the Confirmation does not designate a specific plant, mill, or establishment, XRT may source from any origin meeting the contracted specification.

5. Price, Payment & Currency

5.1 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). The Counterparty bears all currency conversion cost and risk.

5.2 Payment terms. 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).

Absent a stated term, payment is 100% in advance of shipment in cleared funds.

5.3 No set-off. All payments shall be made in full, in freely transferable and immediately available funds, without set-off, counterclaim, deduction, withholding, or condition. Where withholding tax is imposed on a payment to XRT, the Counterparty shall gross up the payment so that XRT receives the full contracted amount. All bank, correspondent bank, and transfer charges are for the Counterparty's account.

5.4 Late payment. 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, together with all costs of collection including reasonable attorneys' fees. XRT reserves the right to suspend further deliveries or cancel outstanding Contracts if payment is overdue.

5.5 Suspension, security and acceleration. If the Counterparty fails to pay any amount when due, or XRT reasonably doubts its creditworthiness, XRT may without liability: suspend performance and shipment; withhold Commodities or documents; require advance payment, additional security, or a confirmed letter of credit for the balance; declare all outstanding amounts immediately due; and/or terminate for cause under Section 17.

5.6 Application of payments. XRT may apply any payment received against any outstanding obligation of the Counterparty as XRT sees fit, regardless of designation.

5.7 Letters of credit. Where payment is by L/C, the L/C shall be irrevocable, issued or confirmed by a bank acceptable to XRT, governed by UCP 600, and in terms acceptable to XRT. The Counterparty bears all L/C costs other than XRT's own bank's charges, and shall procure any amendment XRT reasonably requires. Time for shipment does not begin until XRT confirms the L/C operative and acceptable.

5.8 Taxes and duties. 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, tariffs, and regulatory fees applicable in its jurisdiction unless INCOTERMS or the Confirmation expressly allocates these to XRT. Any tariff, duty, levy, countervailing or antidumping duty, export tax, or trade measure imposed, increased, or reclassified after the Order Confirmation Date is for the Counterparty's account.

5.9 Price adjustment. 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. Where an adjustment exceeds five percent (5%), the Counterparty may cancel the unshipped balance by written notice within three (3) Business Days of XRT's notice, without further liability on either side.

5.10 Advance payments. Advance payments and deposits are applied to the Contract price and are nonrefundable except as expressly provided in Section 8.

6. Delivery, Risk & Title

6.1 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.

6.2 Risk of loss, damage, or deterioration shall pass from XRT to the Counterparty in accordance with the applicable INCOTERMS.

6.3 Title retention. 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. Until title passes, the Counterparty holds the Commodities as bailee, shall keep them identifiable and insured, and shall not pledge, encumber, or grant any security interest over them. XRT may enter any premises to recover Commodities for which payment is overdue.

6.4 Delivery dates are estimates. Delivery dates and periods, ETDs, ETAs, and transit times 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). Delay does not entitle the Counterparty to reject Commodities, withhold payment, or claim damages, except as provided in Section 8.

6.5 Counterparty's delay in taking delivery. If the Counterparty fails to take delivery, provide consignee or delivery instructions, provide import documentation, or nominate a vessel or carrier when required, XRT may store the Commodities at the Counterparty's risk and cost, and the Counterparty is liable for all storage, demurrage, detention, re-delivery, insurance, and deterioration costs. Risk passes on the date the Commodities were tendered for delivery.

6.6 Demurrage, detention and storage. All demurrage, detention, port storage, terminal, quarantine, and customs-hold charges arising at the discharge port, border, or destination are for the Counterparty's account, whether or not caused by it, unless caused solely by XRT's failure to provide documents it was contractually required to provide.

7. Shipping Documents & Import Compliance

7.1 XRT will provide the shipping documents specified in the Confirmation. Absent specification, XRT will provide a commercial invoice, packing list, and bill of lading or airway bill.

7.2 Counterparty's responsibility at destination. The Counterparty is solely responsible, at its own cost and risk, for import licenses and permits, customs clearance, sanitary and phytosanitary approvals, product registration, labeling and language requirements, tariff classification at destination, duties and taxes, and compliance with all destination-country law. Denial, delay, or revocation of any import permit, registration, or clearance is not a Force Majeure event for the Counterparty and does not excuse payment.

7.3 XRT does not warrant that the Commodities may lawfully be imported into, sold in, or used in any particular country. Any assistance XRT gives on classification, duty, or admissibility is provided as a courtesy without warranty, and shall not be relied upon.

7.4 Document corrections. The Counterparty shall review all draft documents promptly and notify XRT of errors within two (2) Business Days. Costs of re-issuing documents, switching bills of lading, or amending certificates arising from Counterparty-supplied information or late instructions are for the Counterparty's account.

8. Cancellation of Purchase Orders & Refunds

8.1 Documentation prerequisite. No PO may be cancelled, and no cancellation right arises, in respect of an order that has not yet become binding under Section 3.2. Until the Order Confirmation Date, either party may withdraw without liability.

8.2 Cancellation for non-delivery. Unless a different delivery period or cancellation term is specified in the applicable PO, quotation, Confirmation, or governing agreement, the Counterparty may cancel a PO if the Commodities have not been delivered within the United States within thirty (30) Business Days of the Order Confirmation Date.

8.3 Notice of cancellation. Cancellation is effective only upon XRT's receipt of written notice from an authorized representative of the Counterparty, sent to XRT at the notice address in Section 16 (an "Official Cancellation Notice"). Verbal or telephonic cancellation is not effective.

8.4 Refunds. Where a PO is validly cancelled under Section 8.2, XRT will process a refund of amounts paid for the undelivered Commodities within thirty (30) days of the Official Cancellation Notice. Refunds are remitted to the original remitting account and payment method, unless otherwise required by law.

8.5 No cancellation once delivered, loaded or in transit. No right of cancellation arises under Section 8.2 once the Commodities have been delivered, or where delivery occurs before XRT receives the Official Cancellation Notice. Commodities that have been shipped, loaded, or tendered to a carrier are not cancellable. Partial deliveries may be cancelled only as to the undelivered balance.

8.6 Confirmation terms control. Where the PO, quotation, Confirmation, or a signed agreement specifies different delivery periods, cancellation rights, non-cancellable status, custom or made-to-order status, deposits, or restocking terms, those terms control over this Section 8.

8.7 Excusable delay. The thirty (30) Business Day period in Section 8.2 is extended day-for-day by any delay arising from a Force Majeure Event under Section 13, or from the Counterparty's failure to provide required documentation, payment, delivery instructions, site access, import clearance, or consignee information.

8.8 Cancellation by the Counterparty for convenience.

(a) Free-look period. The Counterparty may cancel a PO for convenience without charge by written notice received by XRT within two (2) Business Days of the Order Confirmation Date, provided XRT has not by then shipped, loaded, or tendered the Commodities to a carrier.

(b) After the free-look period. Any cancellation for convenience after that period requires XRT's written consent and is subject to payment of all costs XRT has incurred or committed, plus a cancellation charge of not less than fifteen percent (15%) and up to thirty-five percent (35%) of the cancelled order value. The applicable percentage within that range is determined by XRT in its sole discretion, based on XRT's exposure at the time the cancellation notice is received, including: supplier and establishment commitments and forfeited deposits; production, processing, packaging, or labeling already commenced; slot, container, vessel, or trucking bookings made; storage, cold-chain, and financing costs incurred; price and market movement since the Order Confirmation Date; and the extent to which the Commodities can be reallocated or resold without loss.

(c) Reasonable estimate. The parties agree that the charge in Section 8.8(b) is a genuine and reasonable estimate of the losses XRT will suffer on a cancellation for convenience, that such losses are difficult to quantify precisely at the time of contracting, and that the charge is not a penalty.

(d) Non-cancellable Commodities. Custom-produced, custom-processed, private-label, and specially procured Commodities are non-cancellable at any time after the Order Confirmation Date.

8.9 Deductions from refund. Refunds are net of: (a) amounts attributable to Commodities already delivered; (b) non-recoverable third-party costs incurred at the Counterparty's written direction or reasonably incurred in performance, including custom production, processing, packaging, freight already performed, inspection, certification, fumigation, and storage; (c) any cancellation charge due under Section 8.8; and (d) bank and transfer charges — unless XRT agrees otherwise in writing.

8.10 Sole remedy. Cancellation and refund under this Section 8 is the Counterparty's sole and exclusive remedy for late delivery or non-delivery. XRT is not liable for any incidental, consequential, indirect, special, or punitive damages arising from delay or non-delivery, including lost profits, lost sales, cover or replacement costs, market or price differential, downstream customer claims, or penalties.

9. Inspection, Claims & Rejection

9.1 Right to inspect. 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.

9.2 Claim periods. Any claim regarding quality, quantity, or specification must be submitted in writing, accompanied by supporting inspection certificates and photographic evidence, within the time period specified in the Confirmation or, if not specified, within:

(a) shortage, transit damage, or apparent defect — three (3) Business Days of arrival at the delivery point, and in any event before the Commodities are broken down, processed, commingled, resold, or moved from the delivery point; (b) quality, specification, or latent defect — fourteen (14) calendar days of discharge or delivery, and in no case after the earlier of resale, processing, commingling, or expiry of the product's shelf life; (c) invoice or documentary dispute — ten (10) calendar days of the invoice date.

9.3 Failure to claim in time is an absolute and unconditional waiver, and the Commodities are deemed accepted.

9.4 Rejection. 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.

9.5 Preservation of evidence. The Counterparty shall preserve the Commodities in their delivered condition, retain packaging, seals, container numbers, and temperature-recorder data, and give XRT and its insurers and surveyors a reasonable opportunity to inspect before any disposal, remediation, or destruction. Disposal, sale, processing, or destruction of the Commodities before XRT's inspection voids the claim.

9.6 No unilateral deduction. The Counterparty shall not reject Commodities, refuse documents, withhold payment, or deduct from any invoice on account of a claim. Claims are settled separately after payment.

9.7 Remedy. 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, (b) an allowance or price reduction, or (c) refund of the purchase price paid for the non-conforming portion.

9.8 Transit loss. Where risk has passed to the Counterparty, claims for loss or damage in transit lie against the carrier and/or cargo insurer, not XRT. XRT will provide reasonable documentary assistance in pursuing such claims at the Counterparty's cost.

10. Warranty & Disclaimer

10.1 XRT warrants only that, at the point risk passes, the Commodities conform to the specification in the Confirmation and that XRT has the right to sell them free of undisclosed liens.

10.2 EXCEPT AS EXPRESSLY STATED IN SECTION 10.1, XRT MAKES NO WARRANTIES OF ANY KIND, AND ALL OTHER WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR ARISING FROM COURSE OF DEALING OR USAGE OF TRADE — INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND SATISFACTORY QUALITY — ARE EXPRESSLY EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW.

10.3 No reliance on advice. Any recommendation, market view, price indication, specification advice, logistics estimate, or regulatory comment XRT provides is given without charge and without warranty. The Counterparty is a commercial party dealing on its own judgment and expertise, and confirms it has not relied on any representation of XRT not expressly set out in the Contract.

10.4 The Counterparty is solely responsible for determining the suitability of the Commodities for its intended use, storage, handling, cold-chain maintenance, further processing, labeling, and onward sale.

11. Insurance

11.1 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.

11.2 Where the applicable INCOTERMS does not require XRT to insure, XRT does not procure cargo insurance and the cargo moves uninsured at the Counterparty's risk unless XRT is expressly instructed in writing and the premium is paid in advance. Any insurance XRT arranges is subject to the terms, exclusions, and deductibles of the underlying policy, and XRT is not an insurer or guarantor of recovery.

12. Logistics, Warehousing & Lien

12.1 Capacity. Where XRT arranges carriage, warehousing, customs brokerage, staging, or delivery, XRT acts as arranger and agent, not as carrier, unless it expressly issues its own bill of lading or contract of carriage as principal. XRT selects carriers, forwarders, warehousemen, brokers, and other subcontractors with reasonable care and is not liable for their acts, omissions, insolvency, delay, loss, or damage.

12.2 Applicable regimes. Carriage is subject to the terms of the actual carrier and to applicable mandatory regimes, including the Carmack Amendment (U.S. inland), COGSA and the Hague-Visby Rules (ocean), the Montreal Convention (air), and the CMR (road, where applicable).

12.3 Liability cap for logistics services. Subject to any applicable mandatory regime, XRT's liability for loss, damage, or delay in respect of logistics services is limited to the lesser of the actual proven loss, USD 0.50 per pound of the affected cargo, or the service charges paid to XRT for the affected shipment.

12.4 Accessorials. Waiting time, inside delivery, stair carry, long carry, re-delivery, appointment fees, liftgate, storage, staging, assembly, and debris removal are billable at XRT's then-current rates whether or not quoted in advance, where reasonably necessary to complete the delivery.

12.5 Access at destination. The Counterparty shall provide safe, lawful, and adequate access, elevator or loading dock reservations, permits, and building approvals at the destination. Where access is inadequate, XRT may decline to perform and store the Commodities at the Counterparty's cost. XRT is not liable for damage to floors, walls, doorframes, elevators, or premises arising from movement through a space the Counterparty represented as adequate, or for damage to items the Counterparty packed itself.

12.6 General lien. XRT has a general lien over all Commodities, documents, and property in its possession or control, and over the proceeds thereof, for all sums due from the Counterparty on any account, whether or not related to those Commodities. XRT may, on ten (10) days' written notice of unpaid charges, sell or dispose of such Commodities at public or private sale and apply the proceeds against amounts owed, with the Counterparty liable for any shortfall.

13. Compliance, Sanctions & AML

13.1 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.

13.2 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.

13.3 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. XRT may also withhold Commodities or documents and refuse or reverse any payment where XRT determines in good faith that performance would or may breach any such law, or where XRT's banks, insurers, or carriers decline to process the transaction. Amounts blocked or frozen by a bank or authority are not recoverable from XRT.

13.4 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, including military, nuclear, missile, chemical, or biological weapons applications. Export control compliance includes the U.S. Export Administration Regulations (EAR) and the International Traffic in Arms Regulations (ITAR) where applicable.

13.5 End-use documentation and audit. The Counterparty shall, on request, provide end-use and end-user statements, destination control statements, and documentary proof of final destination and delivery. XRT may audit compliance with this Section on reasonable notice.

13.6 Anti-corruption. Neither party shall offer, promise, give, request, or accept any bribe, kickback, facilitation payment, or improper advantage in connection with any Contract. Each party shall comply with the U.S. Foreign Corrupt Practices Act, the UK Bribery Act 2010, and all other applicable anti-corruption laws.

13.7 Source of funds. Payment must originate from an account in the Counterparty's own name in its jurisdiction of incorporation. Third-party payments, cash payments, cryptocurrency, and payments routed from unrelated jurisdictions are not accepted without XRT's prior written approval.

14. Limitation of Liability

14.1 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, loss of anticipated savings, or third-party and downstream customer claims, whether arising in contract, tort (including negligence), breach of statutory duty, or otherwise, even if advised of the possibility.

14.2 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, and in respect of any individual claim shall not exceed the amount paid for the specific Commodities or services giving rise to the claim.

14.3 Market loss. In no event is XRT liable for market movement, price differential, cover purchase, or hedging loss arising from any delay, shortfall, or failure to deliver.

14.4 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.

14.5 Time bar. Any claim or action against XRT must be commenced within one (1) year of the date of delivery, or of the date delivery should have occurred, failing which it is absolutely time-barred and waived.

14.6 Allocation of risk. The Counterparty acknowledges that prices reflect this allocation of risk, that these limitations are a fundamental basis of the bargain, and that they survive any failure of an exclusive remedy.

15. Indemnity

15.1 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:

(a) the Indemnifying Party's breach of any representation, warranty, or obligation under these Terms or any Contract; (b) the Indemnifying Party's violation of applicable laws, regulations, or sanctions; or (c) 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.

15.2 Without limiting Section 15.1, the Counterparty shall indemnify XRT against all fines, penalties, forfeitures, seizures, duties, taxes, and defense costs arising from the Counterparty's breach of Section 7.2 or Section 13, or from the Counterparty's or its customers' handling, storage, labeling, processing, use, or onward sale of the Commodities.

16. Confidentiality & Non-Circumvention

16.1 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").

16.2 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.

16.3 The confidentiality obligations in this Section shall survive termination or expiration of any Contract for a period of three (3) years.

16.4 Non-circumvention. For twelve (12) months following the Order Confirmation Date, the Counterparty shall not directly or indirectly contact, solicit, or transact with any producer, establishment, mill, refinery, or supplier first disclosed to it by XRT, in respect of the Commodities or substantially similar goods, without XRT's prior written consent. This does not apply to relationships the Counterparty can document in writing as pre-existing.

16.5 Neither party shall use the other's name, marks, or logos in marketing without prior written consent.

17. Default & Termination

17.1 XRT may terminate or suspend any Contract, in whole or in part, immediately on written notice if the Counterparty: (a) fails to pay any amount when due; (b) fails to open, amend, or maintain a required letter of credit; (c) fails to take delivery or provide required instructions or documentation; (d) breaches Section 13 or Section 16; (e) becomes insolvent, files or has filed against it any bankruptcy or insolvency proceeding, has a receiver or administrator appointed, ceases to carry on business, or suffers a material adverse change in financial condition; or (f) commits any other material breach not cured within ten (10) days of written notice.

17.2 Consequences. On termination for the Counterparty's default, XRT may: retain all deposits and advance payments as liquidated damages toward its losses; resell or dispose of the Commodities and recover the difference between the Contract price and the resale price, plus all costs of storage, rehandling, freight, and resale; declare all amounts immediately due; enforce its lien under Section 12.6; and pursue all other remedies at law and in equity, which are cumulative.

18. Force Majeure

18.1 Neither party shall be liable for any failure or delay in performance (other than an obligation to pay money already due) 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, piracy, civil unrest, strikes or labor disputes, government action, sanctions, export or import restrictions, animal or plant disease or regulatory suspension of a producing establishment, disruption to shipping or port operations, container or equipment shortage, carrier cancellation or blank sailing, cyber-attack, failure of suppliers, or any other cause beyond the affected party's reasonable control ("Force Majeure Event").

18.2 The affected party shall notify the other in writing within three (3) Business Days of becoming aware of the Force Majeure Event, providing details of the event and its expected duration, and shall use reasonable efforts to mitigate. Performance is suspended for the duration of the event and time for performance is extended accordingly.

18.3 If a Force Majeure Event continues for more than thirty (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, and for costs XRT has irrevocably incurred; XRT shall refund the balance of any advance payment for undelivered Commodities.

18.4 Not Force Majeure for the Counterparty. Change in market price, unavailability of financing, loss of a downstream customer, currency movement, and denial or delay of the Counterparty's own import permits or clearances are not Force Majeure Events and do not excuse payment obligations.

18.5 Allocation. Where supply is curtailed, XRT may allocate available Commodities among its counterparties, and its own requirements, in any manner it deems fair and reasonable.

19. Governing Law & Dispute Resolution

19.1 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.

19.2 CISG excluded. The United Nations Convention on Contracts for the International Sale of Goods (1980) does not apply.

19.3 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.

19.4 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.

19.5 The arbitral award shall be final and binding on the parties, and judgment on the award may be entered in any court having jurisdiction.

19.6 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. XRT may additionally bring an action in any court of competent jurisdiction to collect undisputed sums due or to enforce its lien or retention of title.

19.7 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.

19.8 WAIVER OF JURY TRIAL AND CLASS ACTION. EACH PARTY IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY AND ANY RIGHT TO PARTICIPATE IN A CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION.

20. Miscellaneous

20.1 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, including all LOIs, ICPOs, soft probes, and MOUs.

20.2 Severability. If any provision of these Terms is held to be invalid or unenforceable, it shall be modified to the minimum extent necessary to be enforceable, or severed, and the remaining provisions shall continue in full force and effect.

20.3 No waiver. Failure by XRT to enforce any provision of these Terms shall not constitute a waiver of that provision or any other. A waiver is effective only in writing and only for the instance given.

20.4 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, and may subcontract any obligation.

20.5 Notices. All notices under these Terms — including Official Cancellation Notices and claims — 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 to XRT at the address below.

20.6 Survival. Provisions that by their nature should survive termination or expiration shall do so, including but not limited to: payment obligations, retention of title, confidentiality and non-circumvention, indemnity, limitation of liability, and dispute resolution.

20.7 Independent parties. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, franchise, or exclusive relationship, and neither party may bind the other.

20.8 Language. These Terms are executed in English. Any translation is provided for convenience only, and the English version governs in the event of any inconsistency.

20.9 Counterparts and electronic signature. Contracts may be executed in counterparts and by electronic signature, each of which is an original. The parties consent to transact electronically.

20.10 Records. Each party shall retain records relating to any Contract for at least five (5) years and shall make them available where required by law or by a regulator.

20.11 Website content. Prices, availability, specifications, and market information published on xrtgroup.com are provided for general information only, are subject to change without notice, and do not constitute an offer or binding representation. All trademarks, content, and materials on the site are owned by XRT or its licensors and may not be copied, scraped, or reproduced without written permission.

20.12 Amendment of these Terms. XRT may amend these Terms at any time by posting an updated version. The version in force on the Order Confirmation Date governs that transaction. Continued dealing with XRT constitutes acceptance of the then-current Terms.

20.13 Personal data is handled in accordance with XRT's Privacy Policy published on xrtgroup.com.

20.14 Acknowledgment. By issuing a Purchase Order, accepting a quotation or Confirmation, taking delivery of Commodities, or making payment to XRT, the Counterparty acknowledges that it has read, understood, and agreed to these Terms.

Contact

For questions about these Terms of Trade or any commercial matter, please contact:

Commercial Desk – XRT Group LLC Email: procurement@xrtgroup.com

Legal & Compliance Email: compliance@xrtgroup.com