TRADE SERVICE CONDITIONS
Last Modified: Sep 29, 2022

Welcome to the BlueX Trade trade service (the “Trade Service”). The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, these “Conditions”) govern your access to and use of the Trade Service and shall form part of a binding agreement between you (“you” or “Customer”) and BlueX Trade Inc., a Delaware company doing business as “BlueX Trade” (“BlueX Pay”, “BlueX”, “we”, or “us”).

For the avoidance of doubt, the Trade Service is and shall be construed for all purposes as a BlueX Pay Service as defined in our Terms of Service (the “Terms of Service”) located here: https://www.bluexpay.com/terms-of-service/, and all terms and conditions of such Terms of Service shall apply to your use of the Trade Service, provided that should any term or condition of the Terms of Service conflict with these Conditions, these Conditions shall control with respect to the Trade Service. Terms used in these Conditions shall, unless otherwise defined herein or unless the context otherwise requires, have the same meanings ascribed to such terms in the Terms of Service.

PLEASE READ THESE CONDITIONS CAREFULLY BEFORE ACCESSING OR USING THE TRADE SERVICE. BY ACCESSING OR USING THE TRADE SERVICE, YOU AGREE TO BE BOUND BY THESE CONDITIONS, AND ALL THE TERMS AND CONDITIONS IN THE TERMS OF SERVICE. IF YOU DO NOT WISH TO BE BOUND BY SUCH TERMS AND CONDITIONS, YOU MAY NOT ACCESS OR USE THE TRADE SERVICE AND SHOULD IMMEDIATELY CEASE SUCH USE.

BLUEX PAY MAY MODIFY THE TERMS OF SERVICE AND THESE CONDITIONS AT ANY TIME, AND SUCH MODIFICATIONS SHALL BE EFFECTIVE IMMEDIATELY UPON NOTICE, WHICH MAY BE ACCOMPLISHED BY POSTING ANY SUCH MODIFICATIONS ON THE SITE THROUGH WHICH THE TRADE SERVICE IS OFFERED OR VIA EMAIL. YOU FURTHER AGREE TO REVIEW THE TERMS OF SERVICE AND THESE CONDITIONS PERIODICALLY TO BE AWARE OF ANY SUCH MODIFICATIONS. YOUR CONTINUED ACCESS OR USE OF THE TRADE SERVICE AFTER NOTICE OF ANY SUCH MODIFICATIONS SHALL BE DEEMED YOUR CONCLUSIVE ACCEPTANCE OF SUCH MODIFICATIONS. IF WE REQUEST, YOU IRREVOCABLY AGREE TO SIGN A NON-ELECTRONIC VERSION OF THESE CONDITIONS.

Introduction

Customer wishes to sell to a fully registered Payer (“Buyer”), and Buyer wishes to purchase from Customer certain goods (the “Goods”) from time to time. Buyer has entered into one or more agreement(s) (including purchase orders) with respect to the purchase of Goods from Customer. Buyer shall from time to time deliver to BlueX Pay invoices issued by Customer. In accordance with and subject to the terms and conditions of any agreement(s) between Buyer and BlueX Pay, BlueX Pay may make payment to Customer in respect of Goods set forth in such invoices. Upon receipt of payment of any such invoice, Customer shall promptly, but in no case later than two (2) business days thereafter, release for shipment to Buyer the Goods for which payment was made.

Assignment Of Accounts Receivable

Immediately upon Customer’s receipt of full payment of any Customer invoice from BlueX Pay, all Receivables (as defined below) related to the Goods set forth therein shall, without any further action on the part of any Party, be immediately transferred and assigned by Customer to BlueX Pay. Each Party acknowledges and agrees that BlueX Pay may at its discretion transfer, assign, cancel, or sell the Receivables to any third party. If any remittances are made directly to Customer with respect to Goods for which payment has been made to Customer by BlueX Pay, Customer shall hold the same in trust for the benefit of BlueX Pay and will immediately deliver to BlueX Pay the identical checks, documents, instruments, or moneys received in the same form as received by Customer.

Issue of Invoices
  1. Customer shall from time to time issue invoices to Buyer for Goods to be purchased by Buyer. Each such invoice shall set forth: (i) model numbers, UPCs, and/or SKUs (where applicable) of the relevant Goods; (ii) the quantity of each of such Goods to be shipped; (iii) all relevant shipping instructions related to the shipment of the Goods; and (iv) any other information which BlueX Pay, in its sole discretion, deems necessary. BlueX Pay may, pursuant to an agreement between BlueX Pay and the Buyer, pay the Customer the amount set forth in certain such invoices (upon receipt of payment from BlueX Pay in respect thereof, the “Customer Invoices”).
  2. With respect to each Customer Invoice, Customer agrees that BlueX Pay shall have the right to issue a notice to Buyer, substantially in the form set forth in Exhibit A.
Transfer of Receivables
  1. Customer and BlueX Pay agree that BlueX Pay shall, by payment of any Customer Invoice, purchase from Customer and Customer shall grant, assign, and transfer to BlueX Pay, all Customer’s Receivables arising from or otherwise with respect to such Customer Invoice, all in accordance with these Conditions. “Receivables” means rights, title, and interest in and to the accounts receivables, contract rights, and all forms of obligations owing to Customer by Buyer pursuant to any contracts, purchase orders, or invoices with respect to Goods.
  2. BlueX Pay shall have no recourse against Customer with respect to any specific Receivables transferred pursuant to these Conditions. For the avoidance of doubt, nothing in the foregoing shall be construed as altering any of BlueX Pay’s powers, privileges, rights, or remedies with respect to any breach or threatened breach by Customer of any of its representations, warranties, obligations, or undertakings under these Conditions.
Representations, Warranties, and Undertakings

Customer represents, warrants, and undertakes to BlueX Pay that:

  1. As to each Receivable assigned to BlueX Pay under these Conditions:
    1. the Receivable is not yet past due, arose in the ordinary course of Customer's business and represents a bona fide completed transaction;
    2. the title of Customer to the Receivable is absolute and subject to no assignment, claim, lien, or security interest;
    3. the Receivable, as shown on Customer’s books and records and on any invoices, bills of lading or statements delivered to BlueX Pay is a legally enforceable debt owed by Buyer to Customer in its full face amount;
    4. no partial payment has been made by anyone on such Receivable; and
    5. no set off, credit, allowance, adjustment, counterclaim, or defense to such Receivable exists or will exist and no agreement has been made or will be made with any Person under which any deduction or discount may be claimed on such Receivable;
  2. Customer shall execute any and all financing statements or other documents or instruments which BlueX Pay deems necessary to protect its interest under these Conditions;
  3. Customer’s business is solvent;
  4. All financial records, statements, books, or other documents shown to BlueX Pay by Customer at any time, either before or after the signing of these Conditions, are true and accurate;
  5. Customer will not, under any circumstances or in any manner whatsoever, interfere with any of BlueX Pay's rights under these Conditions;
  6. Customer will not factor or sell any Receivable except pursuant to these Conditions;
  7. Customer has not and will not transfer, pledge, or give a security interest in any Receivable to any party;
  8. Customer will not change or modify the terms of any Receivable without BlueX Pay’s prior consent to such change in writing; and
  9. In the event of Customer's breach of any of the foregoing representations, warranties, or undertakings, BlueX Pay shall, in addition to any other rights and remedies hereunder, have the right to request return of payment from Customer made by BlueX Pay pursuant to these Conditions. Such return of payment shall not be deemed a reassignment of any Receivable, and BlueX Pay shall retain a security interest in each Receivable until such Receivable is fully paid, settled, or discharged.
Buyer Disputes and Claims

Customer shall immediately notify BlueX Pay in each instance of: (i) the return, rejection, loss of, or damage to any merchandise in respect of which any Receivable is payable, or (ii) (A) any request for extension of time to pay or request for credit or adjustment or (B) any merchandise dispute or other dispute or claim, relating to any Receivable or to the merchandise or services in respect of which such Receivable is payable or otherwise tending in any way to diminish the sum payable on such Receivable. If any such dispute, controversy, or claim is not promptly settled by Customer, BlueX Pay may, if it so elects, settle, compromise, adjust, or otherwise enforce or dispose of by litigation or otherwise, any such dispute, controversy, or claim, at Customer's expense, and upon such terms and conditions as BlueX Pay in its sole discretion shall deem appropriate, but BlueX Pay shall have no obligation to do so. Customer shall not grant any allowances, credits, or adjustments to Buyer, nor accept any return of merchandise, without BlueX Pay's prior written consent in each instance.

Indemnity

Customer will indemnify, defend, and hold harmless BlueX Pay, its directors, officers, employees, affiliates, and agents pursuant to the Terms and Conditions.

Exhibit A

[DATE]
[DELIVERY METHOD]
[BUYER]
[ADDRESS]
Re: Notice of Assignment of Accounts Receivable Under BlueX Pay Trade Service

Dear [NAME]:

We are writing in reference to the agreement entered into between [Customer] (the "Customer") and BlueX Trade Inc. on [DATE]. This letter notifies you that the Customer has assigned to us, BlueX Trade Inc., the Customer's right to receive payment for goods purchased by you under the attached invoices (the “Assigned Invoices”).

The assignment was effective on [DATE].

This notice of assignment is effective until further notice to you.

You should make all future payments on the accounts described above, in the amounts and on the dates set forth in the relevant Assigned Invoice, to us by wire transfer in accordance with the following wire instructions:

[WIRE TRANSFER INFORMATION]

Please contact us if you have any questions concerning the assignment or the payment instructions set out in this letter.


BlueX Trade Inc.


By________________________
Name: Sean O’Malley
Title: CEO