Code of Commerce

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, and
all orders conducted under the Trade Federation Market.

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 representatives of said parties), and two trade community representatives.
A ruling of the Commerce Tribunal can be appealed once on the basis of new evidence presented. The resulting verdict will constitute a final decision on the matter.
A ruling or final decision 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 or final decision, only the Cabinet, itself, may choose to review any Commerce Tribunal ruling or final decision.

Article II – COMMERCE and TRADE PROGRAMS

Section 10 – 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 10.1 – 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.

To report a middle loss you must send all evidence to the Trade Federation Duceroy within 72 hours of the loss.
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.
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 10.2 – Trade Federation Middles
To become a sanctioned Trade Federation Middle, send a message to the Middle Program Chair, who will seek approval from the Trade Federation Directorate.

Department of Trade – 800,000,000 credits and above (The Trade Federation Department of Trade is insured up to any amount. It may only be used to middle transactions valued in excess of 800,000,000 credits.)
Level 4 – Up to 800,000,000 credits (The most trusted members of the Trade Federation.)
Level 3 – Up to 400,000,000 credits (Some of the most trusted and longstanding members of the Trade Federation. These are also individuals who have established themselves as trustworthy traders.)
Level 2 – Up to 200,000,000 credits (Members of the Trade Federation who have established themselves as trustworthy traders.)
Level 1 – Up to 100,000,000 credits (Junior members of the Trade Federation who have established themselves as trustworthy traders.)

The standard requirements for a Trade Federation Middle Status will consist of the following:

Trade Federation member,
Perfect Service Record spanning no less than 1 year of continuous service (including a rank above that of O-1 and a reference from their immediate Commanding Officers),
Total Trade Value of 400,000,000 credits (including both TFM and CPM trade values),
Minimum of 100 trades, and
No two-star or lower feedback on TFM, and no negative feedback on CPM.

In addition to the above standard requirements, the following levels include the additional requirements:
Level 2:

Perfect Service Record spanning no less than 3 years of continuous service (including a rank above that of C-1),
Total Trade Value of 800,000,000 credits, and
Minimum of 150 trades

Level 3:

Perfect Service Record spanning no less than 4 years of continuous service (including a rank above that of C-1 and a Ministerial reference),
Total Trade Value of 1,600,000,000 credits,
Minimum of 300 trades, and
Middles in excess of 800,000,000 credits.

Level 4:

Only granted by Viceroyal order,
Total Trade Value of 3,200,000,000 credits,
Minimum of 450 trades, and
Middles in excess of 1,600,000,000 credits.

Clause 10.3 – Trade Federation Middle Approval Process
The Trade Federation Directorate, as a whole, will constitute the body responsible for approving middles and overseeing the Middleman program in general. Applications for middle status will be submitted to the current Chair to confirm the application meets the specified requirements and for further submission for a vote by the Directorate. Individuals may apply for the maximum Middle Level for which they are eligible and are limited to one application per 12 month period. In addition, applications for level transgression may be made 12 months after the prior successful application.

The Trade Federation Directorate will have a 14 day period to vote on all first-time applications, and a 7 day period for votes on all level transgression requests. All applications, whether successful or not, must be recorded within the Trade Federation Department of Justice archive. In addition, all Middle Appointments are subject to final veto by the Viceroy, and the Viceroy enjoys the privilege to appoint Middles on his own authority and bypass the Approval Process.

The following are exceptions to the Trade Federation Middle Approval Process:

NAT Leaders and above are automatically eligible for Middle status (NAT Leaders – level 2; Deputy Ministers – level 3; and Ministers – level 4),
Middle status is bestowed on the request of the individual and may be relinquished voluntarily at any point,
Exceptions may be made to include past Middle transactions outside the purview of TFM and CPM if it can be demonstrated with reasonable certainty that the contract took place (reasonable certainty will be declared by the Department of Justice after a judgement is rendered on the veracity of submitted evidence).

Middles may give up their status at any time by contacting the current Chair of the Middleman Program. Inactivity does not constitute grounds for the annulment of middle status, it will be “under suspension” until the individual returns to activity, or wishes to give up their status. Any Middles who give up their status voluntarily must apply again to the Middleman Program to reinstate their status. To remain an “active” Middle on the Trade Federation Market, an individual must log in at least once every 4 days. After 4 days, the Middle Services page of the Trade Federation Market will automatically remove those individuals from the available Middles List.

Clause 10.4 – Trade Federation Middle Program Framework and Sanctions
Individuals are encouraged, but not required, to middle through the Trade Federation Market. However, all contracts subject to the Commerce Code must be recorded by the Department of Justice. Contracts not recorded in the required manner will be invalid as evidence to support any Middle Level transgression requests.

If any complaints should be brought against a registered Trade Federation Middle, the Middle will have their level immediately suspended for the duration of an investigation by the Department of Justice. Any ongoing middle transactions will be completed by the Department of Trade. Any convictions resulting from the investigation will constitute grounds for the removal of the Middle level, and will include a review at the end of the judicial process to confirm the Middle still meets all relevant criteria. Convicted Middles will be granted the right to appeal any verdict on the basis of new evidence, and a successful appeal will constitute grounds to reinstate the Middle level.

Article III – CONTRACTS

Section 20 – 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 20.1 – 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 20.2 – 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 20.3 – 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 20.4 – Acceptance
Acceptance is the manifestation of the intent to abide by the terms of the offer.
Clause 20.5 – 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 the ongoing 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.
Length: Unless otherwise agreed,
- length of a contract shall be no more than 7 days.

Clause 20.6 – 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. For contracts under the Trade Federation Market, all activity is deemed to be delivered and recorded for said purposes.

Clause 20.7 – 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 20.8 – 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 21 – Performance and Breach of a Trade Federation Approved Contract
Clause 21.1 – 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 21.2 – 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 21.3 – 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%u2019s 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%u2019s 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 21.4 – 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, up to and including the offending party being ruled guilty of theft.

Section 22 – 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.