NASHLX Rules of the Exchange

As a Participant in the electronic marketplace (“Exchange”) of NASHLX, LLC (“Company”) for transactions in the hardwood lumber industry, and as agreed upon by your execution of the NASHLX End User License Agreement, you acknowledge and agree to adhere to the following Rules of the Exchange as a condition of your use of the Exchange:

  • 1.Definitions

    • (a) Acceptance Period  - the period of time during which a Buyer or Seller may accept a NASHLX Contract through the Exchange
    • (b) Agreeable Price  - a price generated by processes within the Exchange such that the price is at least as great as the Ask price and no more than the Bid price, given that the Bid Price is greater than or equal to the Ask Price
    • (c) Ask Price  - the minimum price, as revealed by a Seller through the Exchange, that is acceptable to said Seller, unless and until the Seller reveals otherwise through the same procedures and processes by which the previous Ask Price was revealed to the Exchange
    • (d) Bid Price - the maximum price, as revealed through the Exchange by a Buyer that is acceptable to said Buyer, unless and until the Buyer reveals otherwise through the same procedures and processes by which the previous Bid Price was revealed to the Exchange
    • (e) Buyer - a Participant, or an agent or representative thereof, that either has or, within the past two years, has had active offers to buy through the Exchange
    • (f) Commodity - hardwood lumber included within a Product for sale through the Exchange
    • (g) Contract - a legally binding agreement between the Buyer and Seller of goods or services
    • (h) Contract Period - the period of time between the date on which the contract becomes effective and the date and time at which each party has satisfied its respective obligations.
    • (i) Delivery Date - the date that marks the obligation of the seller to deliver its produce under the terms of its contract and that marks the beginning of the obligation of the buyer to pay according to the terms of its contract.
    • (j) Delivery Price - the price paid by the Buyer to the Seller on or after the Delivery Date according to the terms of their contract
    • (k) Final Agreed Upon Price - an Agreeable Price that is accepted by both Buyer and Seller, regardless of whether the transaction was settled through the Exchange
    • (l) General Offer - an offer made by a party to all counterparties with active offers for a given product
    • (m) Participant - a third-party, such as a mill or a buyer of hardwood lumber, that successfully completed Registration with the Exchange
    • (n) Pending Transaction - a transaction between a Buyer and Seller whose offers were sufficiently similar that the Exchange presented offer terms to the parties for each one to accept, counter or cancel
    • (o) Product - a Commodity or collection of Commomdities
    • (p) Registration - the process whereby one who wishes to use the Exchange (1) assents to the terms of service, rules and any end user license agreement, (2) affirms that one has and maintains the full right, power and authority to enter into and to perform all obligations under the Platform Agreement, (3) stipulates that the execution of a Contract by its Representative, if any, whose signature is set forth within the necessary authorizations through the Exchange has been duly authorized by all necessary corporate or organizational action of such party,  and (4) promises that it shall at all times provide all cooperation and assistance as may reasonably be requested by the Exchange to enable the parties to exercise their rights and perform their duties under and in connection with a NASHLX Contract>
    • (q) Settlement of a Contract - the fulfillment by both the Buyer and Seller of their respective obligations under the terms of their Contract
    • (r) Settlement of a Contract through NASHLX - Settlement of a Contract such that a duty arises in the Exchange to transfer funds to the Seller in the amount of the Final Agreed Upon Price, less any Transaction Fee owed to the Exchange
    • (s) Settlement Period - the period of time scheduled for Settlement of a Contract
    • (t) Settlement Price of Buyer - the price agreed upon by the Buyer and Seller plus a Transaction Fee payable by the Buyer
    • (u) Settlement Price of Seller - the price agreed upon by the Buyer and Seller less a Transaction Fee payable by the Seller
    • (v) NASHLX Contract - a Contract executed and settled through NASHLX
    • (w) NASHLX Database - the data repository of the Exchange that stores all data relevant to Buyers and Sellers, including a record of all key terms of a transaction between a Buyer and Seller
    • (x) Specific Offer - an offer made by a party to a particular counterparty with an active offer for a given product
    • (y) Transaction Fee - the fee payable by either Buyer or Seller to the Exchange upon Settlement of a Contract, as defined within the Rules of NASHLX

  • 2. Accuracy of Data

    • 2.1 Standard of Accuracy - Best Efforts and Knowledge

      • (a) Any data submitted to the Exchange by either a Participant or a Seller or its agent(s) must be true and accurate according to the best efforts and knowledge of said Participant or Seller.
      • (b) Any data submitted to the Exchange by either a Participant or a Buyer or its agent(s) must be true and accurate according to the best efforts and knowledge of said Participant or Buyer.

    • 2.2 Consequences of Submitting Inaccurate Data

      • (a) Data submitted by a Participant on NASHLX that is later shown by credible evidence to have been inaccurate when given may result in consequences up to and including suspension from the Exchange.

  • 3. Execution of a Trade

    • 3.1 Eligibility for Creating an Offer

      • (a) A Participant may create a valid offer to enter into a transaction involving a Product on the Exchange.
      • (b) A Participant or its agent must establish the Essential Elements of an Offer in order to create an offer to enter into a transaction.

    • 3.2 Essential Elements of an Offer to Enter into a Transaction

      • The essential elements of an offer to enter into a contract on the Exchange consist of:
      • (a) Settlement Period,
      • (b) a Product that consists only of Commodities, as defined herein.
      • (c) Pricing Terms:
        • (1) Pricing Terms for the Buyer must consist of
          • (a) the maximium unit price that the Buyer will pay,
          • (b) the maximum quantity demanded by the Buyer,
          • (c) the maximum distance, in miles, between the Buyer's place of delivery and a potential Seller's place of business, and
          • (d) the Buyer's desired delivery terms
        • (2) Pricing terms for the Seller must consist of
          • (a) the unit cost of a commodity of the Seller,
          • (b) the Seller's desired markup of price over its unit cost,
          • (c) the maximum quantity supplied by the Seller, and
          • (d) the maximum distance between the Seller's place of business and a potential Buyer's place of delivery.
          • (e) the Seller's desired delivery terms
      • (d) Activation of General Offer
        • (1) An active offer is an offer that a Participant affirmatively indicates as “Active”.
        • (2) Only an active offer for a Product can be accepted by a counter-party.
      • (e) Activation of Specific Offer
        • (1) A Specific Offer is active upon submission by a party to a potential counterparty.

    • 3.3 Creation of Pending Transaction

      • (a) General Offers. The creation of a Pending Transaction comes about when the terms of an active General Offer submitted to NASHLX by a Buyer and those of an active General Offer submitted to NASHLX by a Seller are sufficiently similar, in the discretion of NASHLX, as to be deemed a match by NASHLX.
      • (a) Specific Offers. The creation of a Pending Transaction comes about when the terms of a Specific Offer submitted to NASHLX by a party are sufficiently similar to the terms of a General Offer by a potential counterparty.

    • 3.4 The creation of a contract occurs when

      • (a) the Buyer submits a timely approval of a pending transaction to NASHLX through means that are deemed proper according to the discretion of NASHLX, and
      • (b) the Seller submits a timely approval of the pending transaction to NASHLX through means that are deemed proper according to the discretion of NASHLX.
      • Timely Approval - Approval is timely for purposes of this subsection if approval is given by the Buyer or Seller within three (3) calendar days of the creation of the Pending Transaction whose timestamp is recorded in the appropriate table of the NASHLX Database.

    • 3.5 Rights and Obligations of a Buyer as to a Seller

      • (a)Through NASHLX a Buyer has the rights and obligations with respect to a Seller in accordance with the terms of a contract between the Buyer and Seller.

    • 3.6 Rights and Obligations of a Seller as to a Buyer

      • (a)Through NASHLX a Seller has the rights and obligations with respect to a Buyer in accordance with the terms of a contract between the Buyer and Seller.

    • 3.7 Effect of Failure to Satisfy All Obligations Under a Contract Executed on NASHLX

      • (a)  Failure to satisfy all obligations under a contract executed on NASHLX constitutes a material violation of the Rules of NASHLX.
      • (b)  The decision whether a failure under 3.6(a) has occurred is a matter of discretion of the Rules Committee of NASHLX.

  • 4.Duty to Pay Final Price Upon Agreement

    • 4.1 Duty of NASHLX to Pay Seller

      • (a) Payment is timely for purposes of this subsection if made within (30) calendar days of receipt by NASHLX of Settlement Price of the Buyer.

    • 4.2 Timely Basis for Payment

      • (a) Settlement of a Contract requires the approval of both the Buyer and Seller as to the terms of the Contract.
      • (b) Approval is given by the Buyer by either an affirmative Approval or a Counter offer entered through the Buy screen.
      • (c) Approval is given by the Seller by either an affirmative Approval or a Counter offer entered through the Sell screen.

  • 5. Transaction Fee

    • 5.1 Duty to Pay Transaction Fee for Settlement on NASHLX

      • (a) A transaction fee is payable by both Buyer and Seller to NASHLX upon the Settlement of a NASHLX Contract.

    • 5.2 Duty to Pay Transaction Fee for Settlement outside of the Exchange

      • (a) A transaction fee is payable to NASHLX even though a transaction as to a given product settles outside of the Exchange, given the satisfaction of each of the following conditions.
          •  
        • (1) Within one year of a transaction outside of NASHLX between participants on NASHLX,
          • (i) the Buyer activated on or through NASHLX an offer to buy a given product, which is subsequently purchased by the Buyer or its agent(s) outside of NASHLX from a current or past Seller on NASHLX, whether or not the Seller made an offer to sell such a product on NASHLX, and
          • (ii) the Seller activated on or through NASHLX an offer to sell a given product, which is subsequently sold by the Seller or its agent(s) outside of NASHLX to a Buyer on NASHLX, whether or not Buyer made an offer on or through NASHLX to buy such a product on NASHLX.

  • 6. Delivery of Product Data

      • 6.1 Best Efforts Requirement

      • (a) Upon request by the Exchange, a seller must use best efforts in making truthful disclosures, prescribed by the Exchange, as to the physical and chemical attributes of any product offered for sale on or through the Exchange.

      6.2 Timely Basis of Delivery

      • (b) Timely basis of delivery of data under section 6.1 must be made on a timely basis by the Seller.

      6.3 Failure to Comply

      • (b) Failure to deliver data on a timely basis pursuant to this section may result in delisting of the Seller from the Exchange.

  • 7. Nonsolicitation of New Counterparties

      • Where Company introduces by way of the Exchange a counterparty to a Participant with whom the Participant has done no previous transactions, whether on or off the Exchange, in any of the commodities listed on the Exchange, the Participant agrees not to solicit that counterparty to transact in the future outside of the Exchange for a period of 1 year from the Effective Date of the Participant's agreement with the Company.

  • 8. Regulation of the Exchange

    • 8.1 NASHLX Right to Cancel Contracts

      • (a) The Exchange reserves the right to cancel a contract that, in the discretion of NASHLX, clearly reflects a mistake by a Participant.
      • (b) The Exchange reserves the right to change the Rules of the Exchange at any time. Notice of no less than 30 days will be provided to all Participants. The means of giving notice is at the discretion of the Company and/or Exchange.

Last modified: February 12, 2024