NIAGARA ATLANTIC
INDUSTRIES
UNIFORM RULES AND PRACTICE FOR INTERMEDIARIES AND BROKERS. (URPIB).
URPIB Article 2: URPIB Article 3: URPIB Article 4:
Mandated Entities. OSTENSIBLE AUTHORITY Right to Sell
URPIB Article 2:
Mandated Entities.
Mandated Entity: A person who holds special permission verifiable by written authority to act on behalf of an end Buyer or supplier, and who has offered proof as on request to anyone transacting in a string contract. An official mandated agent obtains their own commission from their respective principal, and has no part or share in intermediaries’ protected commission. A genuine mandate holder does not ask for payment of goods with a transferable financial instrument and must be prepared to accept only a restricted financial instrument.
A person holding the position in a string contract next to the end Buyer or supplier is not a mandate holder to that end Buyer or supplier simply by virtue of the position he holds in the string contract or intermediary chain, unless he holds written documentation which proves his mandate-ship which in turn confirms his authority in being able to “procure” goods on behalf of such said named principal.
A person who claims to be something that they are not is acting with bad or dishonorable intent and should be avoided at all times. An intermediary is not procuring goods if a said principal they represent is not disclosed. Such an intermediary is said to be holding position as buyer/Seller acting on behalf an undisclosed principal.
Intermediaries must never trade with a person claiming to be a mandate holder who fails to disclose his principal supplier or end buyer by failing to disclose his mandate-ship papers.
A sourcing intermediary must not claim to represent any mandate holder to others within a trading group, unless the sourcing intermediary has personally verified the claimed title of mandate-ship and has obtained a copy of the document to disclose when requested by others.
Formal verification of the mandate-ship must be provided when requested by any intermediary, and in particular when requested by the primary intermediary.
Proof of the mandate-ship must be supplied in writing and bear the name, address and contact telephone number of the end buyer or a supplier. A person claiming to be a mandate holder and who refuses to verify his authority shall be treated as not being a mandate holder.
Under such circumstances the claim of ‘mandate holder’ shall be treated no differently to any other intermediary in string deal. If the bona fides position of a mandate holder is not evidenced then this person shall only be entitled to a share of commission, as that equally divided among all others in the string contract, and forfeits the right to hold or act in the position of primary intermediary.
Making claims of mandate-ship which later prove to be false shall bear consequences in that; all sourcing intermediaries in a string contract may take a vote to cut the false mandate holder out of the transaction, without risk of claim of circumvention by the intermediary in question.
If it becomes apparent, after the identity of the supplier or end buyer has been revealed, that the claimed mandate holder was not genuinely holding the mandate-ship as claimed, then all intermediaries in that group may vote to eject the false mandate from the group/peers and continue with the transaction.
If the group of intermediaries comprises an even number of votes, one intermediary shall opt to refrain from voting to reach a definite decision as to whether or not the false mandate shall be allowed to remain within the chain. This vote is sanctioned under URPIB in that it is the exception to the rule relating to circumvention.
No option exists for a true mandate holder to refrain from disclosing his mandate-ship once he has made this claim of authority.
When determining the validity of a claim of mandate-ship the intermediary shall adopt this position: The mandate holder of an end Buyer or supplier is able to issue and/or accept payments and negotiate the terms of a contract within the perimeters of the agreement with his principal.
Delegatus non Potest Delegare. A mandated intermediary cannot mandate another intermediary, other than to represent agency of the mandate holder. One who has obtained ostensible authority is not allowed to delegate such authority to another intermediary. Any entity once holding a delegate position where such is nominated , delegated or self proclaimed directly or ostensibly cannot delegate nor assign to another intermediary the obligations and consequences that comes with such delegated position.
A Buyer/Seller cannot and will not delegate his position to another intermediary and must remain in his position as a principal in the transaction. Similarly a Buyer/Seller cannot delegate his position to another principal, namely a supplier or end Buyer.
Sourcing intermediaries (agents) are not permitted to direct other intermediaries within their group. The only entity entitled to provide directions to the intermediaries is the primary principal or Buyer/Seller(the agency) who shall do so as he deems necessary.
As the head of the agency the Buyer/Seller takes the legal burden and associated responsibilities of the transaction and it is therefore imperative that the intermediaries or agents act only within the ambit of their position in the trade as directed by the head of agency representing them.
In order to indemnify himself from legal obligations in a transaction an intermediary representing agency must disclose the principal of his agency (i.e. the Buyer/Seller).
Said vote as taken by registered peers involved in the string contract at the time upon discovery of false claim made.
Unless full control is surrendered unconditionally to another primary intermediary heading the transaction. Once surrendered the new entity is holding portion as buyer seller in where the entity surrendering such a position becomes primary intermediary by default of this action to the new entity agreeing to accept such a position fully.
URPIB Article 3:
OSTENSIBLE AUTHORITY
A ‘Buyer/Seller’ or ‘primary principal’ needs only to declare his status on formal stationery/ letterhead to show the intent of the trader’s position. A ‘Buyer/Seller’ is also an intermediary but with many more obligations and requirements placed upon him than his attached sourcing intermediaries. Intermediaries are allowed to trade on behalf of a ‘Disclosed Principal’ or on behalf of an ‘Undisclosed Principal.’
When an intermediary acts on behalf of a ‘disclosed principal’, then the intermediary acting as Buyer/Seller must disclose his full name, address and contact information of the ‘disclosed principal’ on his letterhead under his own title. The ‘disclosed principal’ cannot be another sourcing intermediary or agency principal (i.e. the Buyer/Seller).
The Buyer/Seller is allowed to act on behalf of a disclosed principal or undisclosed principal, assuming the Buyer/Seller is in direct contact with the end Buyer or Supplier and not another intermediary.
Any intermediary not taking up the position of the Buyer/Seller is defined a being a sourcing intermediary, who may or may not disclose their principal to others unless a ‘guarantee’ has been issued by the Buyer/Seller looking after and protecting the intermediaries’ interests, unless other arrangements have been made.
The Buyer/Seller may disclose or not disclose his end buyer or supplier in any transaction, and this implies that a ‘sourcing intermediary’ may also disclose or not disclose his Buyer/Seller to one side of the specific transaction. In every case the Buyer/Seller must not disclose the principal on one side of the deal to the other. This prevents circumvention of the group being protected by the middle controlling Buyer/Seller.
A Buyer/Seller shall not act on any information obtained from any sourcing intermediary in a current transaction for a period of two (2) years once the transaction has failed to close. The exception to this is if the Buyer/Seller first advises the sourcing intermediary who originally provided the information that the Buyer/Seller intends to use the information in either a new transaction or the same transaction that is revived at a later stage.
A sourcing intermediary is said to be acting on behalf of an undisclosed or disclosed ‘Principal of Agency’ (as regards an intermediate Buyer/Seller or ‘Buyer’ or ‘Seller’ as appropriate) and not on behalf of a disclosed or undisclosed principal as it pertains to an end Buyer or Supplier.
In defining his position a sourcing intermediary may use ‘acting on behalf of an undisclosed or disclosed principal’. However, a sourcing intermediary not disclosing his ‘principal’ is said to be trading in a very weak, if not unworkable, position.
An intermediary or a primary principal must disclose the identity of the end Buyer or supplier of the actual goods being offered when acting on behalf of a disclosed principal, and is not required to do so when acting on behalf of an undisclosed principal.
Intermediaries, unless otherwise inferred shall not trade as ‘acting on behalf of a disclosed principal’ if it means disclosing the identity of an end Buyer or supplier, but many do so at their own discretion usually by disclosing the agency who is acting in the position of the Seller and Buyer.
Sourcing intermediaries not attached to a Buyer/Seller and who do not have in their control an end buyer or supplier must not claim to be acting on behalf of an undisclosed principal with information obtained from only another sourcing intermediary.
Any intermediary may act on behalf on an undisclosed principal as opposed to ‘principal agency; so long as the direct end buyer or supplier is in their control, and as long as they do so as a ‘Buyer/Seller’.
A sourcing intermediary who has sourced an end Buyer or supplier but is not prepared to take up the position of a ‘Buyer/Seller’ must disclose to his aligned trusted ‘principal of agency ’ the information as it pertains to other ‘principals’.
An intermediary must never share or surrender his trading information to others, unless he or she implicitly trusts the principal to whom he has attached himself. Notwithstanding this, once an IPG has been provided the Buyer/Seller has the right to verify the information disclosed, unless other arrangements have been agreed.
The Buyer/Seller is obligated to keep the leading/primary intermediary (PI) in his group well informed of the progress of a deal. The intermediary thus being advised is further obligated to keep informed all other intermediaries who have assisted in the transaction.
If an intermediary has provided information to a deal which closes only after a prolonged period of inactivity, the Buyer/Seller will at his own discretion pay him a fair commission at a reduced rate.
The Buyer/Seller must make every effort to contact the intermediary who gave him the original contact information that is intended to be used, and when exhaustive failed attempts have been made to contact that intermediary, the Buyer/Seller may use the information for business purposes without later being accused of circumvention.
Should this intermediary make himself known to the Buyer/Seller within three working days to the minute after the completion of the transaction, where the said intermediary provided the initial vital information which has progressed a deal to its state of completion. Where no valid IPG is in force, the Buyer/Seller is required to honour the payment of commission to the intermediary, but only at a reduced rate not exceeding 20% of the normal rate, as offered under the discretion of the Buyer/ Seller.
A sourcing intermediary is under a duty to inform a Buyer/Seller, with whom he has a long association, about changes to contact numbers or address in writing. Failure to do so may lead to future commission owed to him not being paid.
All sourcing intermediaries involved in a string contract with the Buyer/Seller must have agreed to ‘step back’ among themselves before requesting an IPG.
An intermediary trading under the protection of a Buyer and/or Seller is trading under the protection of a ‘primary principal’ to which honourable intent shall apply at all times.
“Guarantee” by payment of a deposit as a buyers performance guarantee and or for early disclosure of evidence of supply. Type of “Guarantee” in where collection of such may be applied unconditionally for buyers breach of performance .In where performance cause unconditional payment to become registered as a deposit for goods purchased.
Such information even after 2 years may not be used unless person providing such information is involved in any new deal or has commission automatically reserved accordingly upon using past information which leads to the closing of a transaction.
E-mail is sent to prove good intent,to last e-mail address on file, stating and affirming the use of such information even though no reply was forthcoming.
Prolonged period of inactively shall now mean three months or less from when the offer is made to the closing of a deal in this period of time in where the buyer/seller is left to maintain the integrity of the deal a started by others on his own. Reduced rate not exceeding less than 20% percent of first promised rate.
A trading URPIB s trading structure is a fixed unchangeable structure supporting the whole trading premise defined in order as; IPG,Quote or Offer , Contract, DLC Issuance , PG, Delivery ,Document Presentation, DLC Collection, and Commission instrument /payments. Other unfixed attributes must fit into the formal structure including in house applications of ITB,OTS,LDD,RFQ,IPG and other acceptable variables
The trading structure once changed as forced upon by changes in international law, ICC Paris France © Incoterms or ©UCP banking rules is an 'update' applicable to the said standing doctrine to which such update will effectively change these rules.Ammendments to the rules are not considered to be updates but are simply defined as added clauses.
URPIB Article 4.
Right to Sell
The ‘principal’ will observe and be governed by the laws of their domiciled country/or the country from which they are trading – whichever is applicable. Ignorance of the domestic law is no defence and sourcing intermediaries cannot be held responsible for their actions in relation to this matter as long as they were acting under instruction from their principal at the applicable time.
An intermediary who trades under the premise of ‘acting’ on behalf of an ‘undisclosed principal’ (and where the truth and facts about a particular transaction have been hidden from a ‘principal’) shall bear full consequences of his own doing, and cannot rely as a defence against legal action, that they are ‘ignorant of the law’ as it pertains to agency or the position from which he was attempting to trade.
The Seller/Buyer shall not intervene in or take over a transaction he was not involved in from the beginning.
If an intermediary has acted in accordance with the instructions of his principal prior to entering a legally binding situation. The intermediary may also act on behalf of an ‘undisclosed principal’ if allowed to do so under instruction of their ‘Principal’ then such in effect does so without risk of legal consequences.
When ‘ostensible authority’ has been obtained, the Buyer/Seller is not required to disclose the supplier or end Buyer’s details on his letterhead. ‘Ostensible authority’ means, inter alia, the Buyer/ Seller has sourced a direct product or end Buyer, whether this has been with or without the assistance of others. At this stage it does not matter whether others have assisted him or not, as that becomes a factor only in relation to commission payments. This is the only status that the intermediate Buyer/Seller must achieve in order to offer and resell the secured goods before offering them to potential buyers.
Ostensible authority is an offer for goods being sold by an intermediary who has secured them directly obtained from a supplier who is in possession of those goods. Ostensible authority may come in the form of (a) an offer, (b) an e-mail or (c) with the issue of an ‘OTS’ form (Offer to Sell) that has been returned by a supplier in possession of goods to an intermediary. Ostensible authority may not be obtained verbally and must always be obtained in writing, as with every other aspect of the intermediary’s business.
Before attempting to close a deal and enforce stepping back procedures, it is imperative that the Buyer/Seller has in his possession at least a written quotation as directly issued from a supplier. It is in fact fraudulent to seek potential buyers by making an offer to sell goods that have not been secured. The issuance of an IPG is allowed to occur prior to securing goods, but only where the IPG is used to protect the interests of intermediaries in a transaction yet to occur (i.e. in order to gain the trust of a sourcing intermediary who, once in possession of an IPG, then goes on to secure a supplier.)
The right to resell occurs at the point when the Buyer/Seller has a quotation from a supplier. Securing the funds for the purchase is now considered the most important aspect of the transaction.
A Buyer/Seller not heading the deal cannot be expected to and is not obliged to accept to trade on a deal as started by others. As started by said others who failed to provide a pre-advised OTS (Offer to Sell) or RFQ (Request for a Quote ) form or similar information usually found on such forms. The act of surrendering an OTS or RFQ to a person who is prepared to except such, defines that the said person is holding position as an informed buyer/seller and that such a person is automatically controlling the transaction as head of the string contract from the start.
A buyer seller rescinding an offer to take over a transaction of another principal or entity may accept once only, a plea for reconsideration in where new advice not perviously stated is informed. Reconsideration once only on any new advice in where a second refusal applied in writing defines a permanent and final decision .
In where the Principal in continuing association with trusted others attached, may give assurance of intent to secure commission in where no IPG shall be forthcoming until financial instrument to pay for the goods has been advised and accepted. In where any name applied on an offer made by a principal carrying the name of their representative on such, for forwarding to another principal, indicates assurance has been given in that the principal issuing the offer is protecting commission for said named intermediary.
URPIB Article 3:
OSTENSIBLE AUTHORITY
A ‘Buyer/Seller’ or ‘primary principal’ needs only to declare his status on formal stationery/ letterhead to show the intent of the trader’s position. A ‘Buyer/Seller’ is also an intermediary but with many more obligations and requirements placed upon him than his attached sourcing intermediaries. Intermediaries are allowed to trade on behalf of a ‘Disclosed Principal’ or on behalf of an ‘Undisclosed Principal.’
When an intermediary acts on behalf of a ‘disclosed principal’, then the intermediary acting as Buyer/Seller must disclose his full name, address and contact information of the ‘disclosed principal’ on his letterhead under his own title. The ‘disclosed principal’ cannot be another sourcing intermediary or agency principal (i.e. the Buyer/Seller).
The Buyer/Seller is allowed to act on behalf of a disclosed principal or undisclosed principal, assuming the Buyer/Seller is in direct contact with the end Buyer or Supplier and not another intermediary.
Any intermediary not taking up the position of the Buyer/Seller is defined a being a sourcing intermediary, who may or may not disclose their principal to others unless a ‘guarantee’ has been issued by the Buyer/Seller looking after and protecting the intermediaries’ interests, unless other arrangements have been made.
The Buyer/Seller may disclose or not disclose his end buyer or supplier in any transaction, and this implies that a ‘sourcing intermediary’ may also disclose or not disclose his Buyer/Seller to one side of the specific transaction. In every case the Buyer/Seller must not disclose the principal on one side of the deal to the other. This prevents circumvention of the group being protected by the middle controlling Buyer/Seller.
A Buyer/Seller shall not act on any information obtained from any sourcing intermediary in a current transaction for a period of two (2) years once the transaction has failed to close. The exception to this is if the Buyer/Seller first advises the sourcing intermediary who originally provided the information that the Buyer/Seller intends to use the information in either a new transaction or the same transaction that is revived at a later stage.
A sourcing intermediary is said to be acting on behalf of an undisclosed or disclosed ‘Principal of Agency’ (as regards an intermediate Buyer/Seller or ‘Buyer’ or ‘Seller’ as appropriate) and not on behalf of a disclosed or undisclosed principal as it pertains to an end Buyer or Supplier.
In defining his position a sourcing intermediary may use ‘acting on behalf of an undisclosed or disclosed principal’. However, a sourcing intermediary not disclosing his ‘principal’ is said to be trading in a very weak, if not unworkable, position.
An intermediary or a primary principal must disclose the identity of the end Buyer or supplier of the actual goods being offered when acting on behalf of a disclosed principal, and is not required to do so when acting on behalf of an undisclosed principal.
Intermediaries, unless otherwise inferred shall not trade as ‘acting on behalf of a disclosed principal’ if it means disclosing the identity of an end Buyer or supplier, but many do so at their own discretion usually by disclosing the agency who is acting in the position of the Seller and Buyer.
Sourcing intermediaries not attached to a Buyer/Seller and who do not have in their control an end buyer or supplier must not claim to be acting on behalf of an undisclosed principal with information obtained from only another sourcing intermediary.
Any intermediary may act on behalf on an undisclosed principal as opposed to ‘principal agency; so long as the direct end buyer or supplier is in their control, and as long as they do so as a ‘Buyer/Seller’.
A sourcing intermediary who has sourced an end Buyer or supplier but is not prepared to take up the position of a ‘Buyer/Seller’ must disclose to his aligned trusted ‘principal of agency ’ the information as it pertains to other ‘principals’.
An intermediary must never share or surrender his trading information to others, unless he or she implicitly trusts the principal to whom he has attached himself. Notwithstanding this, once an IPG has been provided the Buyer/Seller has the right to verify the information disclosed, unless other arrangements have been agreed.
The Buyer/Seller is obligated to keep the leading/primary intermediary (PI) in his group well informed of the progress of a deal. The intermediary thus being advised is further obligated to keep informed all other intermediaries who have assisted in the transaction.
If an intermediary has provided information to a deal which closes only after a prolonged period of inactivity, the Buyer/Seller will at his own discretion pay him a fair commission at a reduced rate.
The Buyer/Seller must make every effort to contact the intermediary who gave him the original contact information that is intended to be used, and when exhaustive failed attempts have been made to contact that intermediary, the Buyer/Seller may use the information for business purposes without later being accused of circumvention.
Should this intermediary make himself known to the Buyer/Seller within three working days to the minute after the completion of the transaction, where the said intermediary provided the initial vital information which has progressed a deal to its state of completion. Where no valid IPG is in force, the Buyer/Seller is required to honour the payment of commission to the intermediary, but only at a reduced rate not exceeding 20% of the normal rate, as offered under the discretion of the Buyer/ Seller.
A sourcing intermediary is under a duty to inform a Buyer/Seller, with whom he has a long association, about changes to contact numbers or address in writing. Failure to do so may lead to future commission owed to him not being paid.
All sourcing intermediaries involved in a string contract with the Buyer/Seller must have agreed to ‘step back’ among themselves before requesting an IPG.
An intermediary trading under the protection of a Buyer and/or Seller is trading under the protection of a ‘primary principal’ to which honourable intent shall apply at all times.
“Guarantee” by payment of a deposit as a buyers performance guarantee and or for early disclosure of evidence of supply. Type of “Guarantee” in where collection of such may be applied unconditionally for buyers breach of performance .In where performance cause unconditional payment to become registered as a deposit for goods purchased.
Such information even after 2 years may not be used unless person providing such information is involved in any new deal or has commission automatically reserved accordingly upon using past information which leads to the closing of a transaction.
E-mail is sent to prove good intent,to last e-mail address on file, stating and affirming the use of such information even though no reply was forthcoming.
Prolonged period of inactively shall now mean three months or less from when the offer is made to the closing of a deal in this period of time in where the buyer/seller is left to maintain the integrity of the deal a started by others on his own. Reduced rate not exceeding less than 20% percent of first promised rate.
A trading URPIB s trading structure is a fixed unchangeable structure supporting the whole trading premise defined in order as; IPG,Quote or Offer , Contract, DLC Issuance , PG, Delivery ,Document Presentation, DLC Collection, and Commission instrument /payments. Other unfixed attributes must fit into the formal structure including in house applications of ITB,OTS,LDD,RFQ,IPG and other acceptable variables
The trading structure once changed as forced upon by changes in international law, ICC Paris France © Incoterms or ©UCP banking rules is an 'update' applicable to the said standing doctrine to which such update will effectively change these rules.Ammendments to the rules are not considered to be updates but are simply defined as added clauses.