Effective Date: August 21, 2025
Please carefully read these Buyer Terms and Conditions of B-Stock Solutions, LLC (“B-Stock” or “we” or “our”) as well as our Terms of Use at https://bstock.com/terms-of-use/ and Privacy Policy at https://bstock.com/privacy-policy/, both of which are incorporated into these Buyer Terms and Conditions by this reference. These Buyer Terms and Conditions contain additional terms and conditions of our agreement with you to the extent that you (or “Buyer”) create an account or log into the Services for the purpose of viewing, bidding upon, and purchasing inventory products (“Inventory”) or using any services ancillary thereto. Any capitalized terms used herein but not otherwise defined shall have the definitions set forth in the Terms of Use. These Buyer Terms and Conditions (or “Buyer Terms”) shall be read so as to be compatible with the Terms of Use. However, to the extent there is an irreconcilable conflict between these Buyer Terms and any such provisions of the Terms of Use, the provisions set forth in these Buyer Terms shall govern.
- Account Information
You are required to create a Company Account and User Account in order to become a registered buyer on our Platform. There may be many User Accounts connected to a Company Account. Only one User Account per individual user is permitted. When creating an Account, you must provide accurate and complete profile information, and you must keep this information current. You may never use another User’s User Account without permission. You are solely responsible for the activity that occurs on your Company Account and/or User Account, and you must keep your password(s) secure. We encourage you to use “strong” passwords (passwords that use a combination of upper and lowercase letters, numbers and symbols). You must notify us immediately of any breach of security or unauthorized use of your Company Account or User Account. We will not be liable for any losses caused by any unauthorized use of your Company Account or User Account.
When you create a Company Account, you will be required to submit a resale certificate, a VAT ID, Business Tax ID, Company Tax ID, or similar documentation applicable to your jurisdiction that confirms the entity as a reseller (“Certificate”). By submitting such Certificate, you hereby authorize B-Stock, and hereby provide B-Stock a continuing authorization and consent, to utilize and replicate, as applicable, such Certificate and the e-signature affixed thereto as necessary to confirm reseller status for all applicable transactions and purchases through the Services.
- Content
B-Stock is an intermediary that provides the Services through which buyers may purchase Inventory from sellers. B-Stock provides the Platform through which a purchase and sale may be transacted between a buyer and seller. B-Stock does not inspect, and makes no representations or warranties regarding, any Inventory. Further, B-Stock makes no representations or warranties regarding any seller or buyer. You should exercise caution, read all details about the Inventory provided by sellers, and use your independent judgment before bidding upon or purchasing Inventory.
- Your Use of the Services
As part of the Services, we may provide you access to data, information, and content relating to Inventory available for sale, including without limitation current and historical item listings, descriptions, bids, selling prices, values, and other related information, materials, and content (“Listing Data”).
You may access and use Listing Data only in order to assist you in bidding, via the Services, on the Inventory to which such Listing Data relates (the “Permitted Uses”). With respect to Listing Data, you will not, and you will not permit any third party to, use any Listing Data in any manner or for any purpose other than the Permitted Uses, without B-Stock’s prior express written consent. For clarity, and without limiting the foregoing, the following activities are not permitted: (i) recording, copying or storing any Listing Data in any manner or for any purpose whatsoever, other than for the Permitted Uses; (ii) directly or indirectly publishing, transmitting or distributing Listing Data, or any derivative works thereof including reports or other analyses regarding the secondary market, in any manner for any form of monetary or other valuable consideration; (iii) using or referencing Listing Data in connection with any securities trading activities; or (iv) incorporating Listing Data in any manner into used product pricing tools, dashboards, spreadsheets or other visualization products.
You represent and warrant that all information you submit to or through the Services in connection with the bidding upon or purchase of Inventory is true, complete and accurate.
- Terms of Bidding
4.1 Definitions
“Contract Sale Listing” shall mean a Listing (as defined in Section 4.2.2 below) conducted on the Platform that determines the winning bidder and the price for a Contract Sale Agreement.
“Contract Sale Program Terms” shall mean those terms set forth in Section 5 that govern Contract Sale Agreements. In the event of any conflict between the terms in this Agreement for Listings and the Contract Sale Program Terms, the provisions in the Contract Sale Program Terms will control as to Contract Sale Listings and Contract Sale Agreements.
A “Completed Purchase” occurs when (i) you have provided to the seller of the Inventory (“Seller”) all of the purchase information requested in the Notification (as defined in 4.2.2) in the manner specified in such Notification to complete your purchase and (ii) the purchase price for the Inventory (the “Purchase Price”) has been received as specified in the Notification.
“Extended Listing” shall mean any listing where the time to accept bids is extended, one or more times, due to a bid being placed within the final 0-10 minutes of the listing. Each extension is for a period of 1-10 minutes.
“Installment” shall mean one of multiple purchase and shipment transactions pursuant to a Contract Sale Agreement.
“Listing Data” shall mean the content on the Platform associated with particular Inventory, including, but not limited to, the description and quantity of the Inventory. B-Stock and Seller shall have the right to modify or correct any Listing Data at any time and such modification shall be binding on any purchase of any Inventory made as a result of a bid placed after such modification.
“Contract Sale Agreement” is an agreement to purchase Inventory in installments over a set period of time and at a fixed price pursuant to a Contract Sale Listing.
“Contract Sale Agreement Notification” shall mean the communication from B-Stock to notify you that you have been awarded a Contract Sale Agreement. In the event of any conflict between the terms of a Winning Bid Notification (as described in Section 4.2.2 below) and a Contract Sale Agreement Notification, the terms in the Contract Sale Agreement Notification will control as to Contract Sale Listings and Contract Sale Agreements.
“Contract Sale Agreement Terms” shall mean the specific details of a Contract Sale Agreement with a Seller.
“Promotional Content” shall mean any and all information, materials, or content provided or otherwise made available to you by Seller or its agents in any medium in connection with the Terms of Bidding in this Section 4, including promotional content and Listings displayed on the Platform.
4.2. Listing Process
4.2.1. Inventory. Inventory may consist of customer returns or company stock items, some of which may have been previously shipped. The condition of the Inventory will vary and standard designations regarding a product’s condition will be set forth in the Listing Data. The Inventory is provided to you “as is” for purchase on the Platform. The quantity and/or value of actual Inventory in each lot may vary from the description in the Listing Data. Typically such variance is up to 5 percent (5%) less or greater than as set forth in the Listing Data and may include up to 5 percent (5%) quantity and/or value of more damaged items than designated as “Damaged” in the Listing Data; please see the Seller’s Terms of Purchase for variance information for a particular Listing. Accessories such as remote controls, cables and instructions may or may not be included.
4.2.2. Listing Process. Inventory will be sold pursuant to the listing process set forth in this Section 4.2 (the “Listing”).
4.2.2.1. Except as otherwise provided in 4.2.2.2 and 4.2.2.3 below, If you wish to bid on Inventory, you will be required to enter your bid amount. In order to be eligible for the Listing, your bid must be (i) in an amount equal to or higher than the bid listed as the minimum opening bid and higher than the “current winning bid,” as applicable, (ii) at least one bid increment higher than the current bid as set forth on the bid page and (iii) placed before the scheduled closing time for such Listing (including any additional time added for an Extended Listing). If your bid is the highest bid at the conclusion of a Listing or, if it is tied for the highest bid and was placed before any equivalent bids (the “Winning Bid”) you will be notified by email (the “Notification”) at the email address you provided when you created your B-Stock account (or as subsequently updated by you by following instructions on the Platform) that you are the winning bidder. The Notification will serve as your official proof of purchase and/or official invoice. Any additional formal invoice or proof of purchase outside of the original winning Notification may not be available. It is your responsibility to keep your email address current and to timely check your email to determine if you are the winning bidder for any Listing in which you participated. Neither B-Stock nor Seller is responsible for the failure of a Notification to reach a winning bidder for any reason, including, but not limited to, technical problems or other system error. See Contract Sale Program Terms for information about Contract Sale Listings and Contract Sale Agreements.
4.2.2.2. Buy Now. Buy Now Listings are immediate purchase commitments and when submitted, end the Listings. Payment is required at the time of purchase to complete and process the order. By selecting Buy Now, you agree to pay in full immediately. Failure to do so may result in order cancellation, fines, or account closure.
4.2.2.3. Make An Offer. A Buyer may submit their best offer and compete with other interested Buyers for the Listing. Sellers will review all submitted offers and decide which, if any, to accept. If your offer is the Winning Bid selected by Seller, you are committing to the purchase and will be required to pay. Failure to complete the purchase may result in penalties, including account suspension or closure. Please note that the submission of an offer does not guarantee that your offer will be selected; Sellers are not obligated to accept the highest or any offer.
4.2.3. Winning Bids.
4.2.3.1. If your bid is deemed the Winning Bid at the end of the Listing for certain Inventory (or you choose to Buy Now), you agree to promptly purchase such Inventory by paying the full amount of the Purchase Price and any other applicable fees via one of the payment methods outlined in the Winning Bid Notification, within 2 business days after the end of the Listing or such other period of time as set forth in Seller’s Terms of Purchase. If you fail to register a Completed Purchase, including by failing to pay in full the Purchase Price and any other applicable fees, within two (2) business days of when the Notification is sent by B-Stock or Seller, as applicable, you shall forfeit any right to purchase such Inventory, and B-Stock may deactivate your account such that you can no longer access the Platform and, at its sole discretion, may choose to (i) offer to sell such Inventory to the next highest bidder or (ii) post such Inventory on the Platform for sale in a new Listing. You shall be responsible for all taxes, shipping costs and any other expenses incurred in connection with your purchase hereunder. See Contract Sale Program Terms for information about Contract Sale Agreement Notifications for Contract Sale Agreements.
4.2.3.2. If the Listing provides for the Seller to collect the Purchase Price (“Seller-Collect Listing”), then the following additional terms apply: (1) payment of the Purchase Price and fees will require you to initiate two separate payments: one to Seller for the Purchase Price, and another to B-Stock for any applicable fees owed to B-Stock; (2) your payment method used for your initial payment of B-Stock fees on Seller-Collect Listings will be automatically saved by B-Stock’s payment processor and will be automatically charged/debited for subsequent payment obligations to B-Stock pursuant to Seller-Collect Listings.
4.2.3.3. In the event you either failed to pay in full for any given Winning Bid or violated these or a Seller’s Terms of Purchase, you may be subject to additional fees or have your account suspended or deactivated.
4.2.3.4. See Contract Sale Program Terms for more information about late payments in connection with Contract Sale Agreements.
4.2.4. Deactivation; Cancellation. B-Stock reserves the right, in its sole discretion at any time and for any reason, to deactivate your account, reject any offer to purchase Inventory or suspend or cancel any Listing or purchase of Inventory, including fulfillment of a purchase after completion of a Listing and payment for the Inventory.
4.2.5. Inspection; Acceptance. You shall have 5 business days (unless a different period of time is agreed by the Seller), excluding weekends and holidays, from the date you take possession of Inventory (the “Inspection Period”) to inspect the Inventory for any discrepancies with the description of the Inventory contained in the Listing, and to report any discrepancies to B-Stock. To report a discrepancy, you must click on the “REPORT AN ISSUE” button next to the respective order in your account and submit the associated form (a Discrepancy Report”). B-Stock will determine if the issue qualifies for resolution and thereafter forward all relevant information to the Seller and attempt to facilitate a resolution. The Seller shall have the right to conduct an additional inspection at its own expense. If Seller agrees that there was a discrepancy, Seller will work with you and/or a B-Stock mediator to reach an amicable resolution, which may include a reimbursement of some or all of the Winning Bid Amount. Any such reimbursement may be in the form of a credit to your B-Stock account. If Seller does not agree that there was a discrepancy, or you and the Seller cannot agree on an amicable resolution, the dispute will be settled in accordance with the dispute resolution provisions set forth below in Section 10 . If you have taken possession of Inventory and do not submit a valid Discrepancy Report within the Inspection Period you shall be deemed to have made an unqualified acceptance of the Inventory, and you waive all claims with respect thereto. All sales are final.
4.3. Conditions to Sale; Payment; Shipping
4.3.1. Canceled Bids and Purchases. We reserve the right, at our sole discretion, to refuse or cancel any bid or purchase for any reason. By way of example, but not limitation, we may cancel your bid or purchase if there are inaccuracies or errors in product or bid information, or problems identified by our credit and fraud avoidance department. While Sellers strive to provide accurate product and bid information, typographical or system errors may occur. In the event that there are bids for incorrectly listed or described Inventory, we shall have the right, at our sole discretion, to refuse or cancel any purchases placed for such Inventory. In the event that we must cancel a bid or purchase, we will notify you by email of such cancellation.
4.3.2. Payment Terms.
4.3.2.1. You are responsible for paying all fees that you owe to B-Stock or Sellers (See 4.2.3). You are also solely responsible for collecting and/or paying any applicable taxes for any purchases or sales you make through our Services. In the event the Platform offers tools or suggestions to assist with the calculation of any value-added tax or VAT, B-Stock makes no guarantee, representation or warranty as to the accuracy of any such amount, and it is solely your responsibility to determine the appropriate tax. Some countries may refer to VAT using other terms, e.g. Goods and Services Tax (GST), but we will just refer to VAT, GST, and any local sales taxes collectively as “VAT.”
4.3.2.2. B-Stock may require you to add a payment method (Credit Cards, ACH in USA, BACS in the UK, EFT in Canada, and SEPA in the EU) to your B-Stock account that can be used for paying the Purchase Price, taxes, storage fees, service fees and termination fees described in 4.2.3. The payment method associated with your B-Stock account can be used for any storefront powered by B-Stock unless the Sellers or B-Stock has restricted the ability to use certain payment methods for certain transactions, as will be set forth in the Listing Data and/or Notification. See link here for complete list of storefronts powered by B-Stock.
4.3.2.3. You shall submit the Purchase Price and any other associated fees in accordance with the payment terms set forth in the Listing Data, Notification and on the Platform. The Seller or B-Stock (as applicable) may revise the payment terms from time to time in its sole and absolute discretion upon notice to you, which notice may be via the Listing Data and/or the Notification.
4.3.2.4. Your transaction may be eligible for payment via a virtual collection bank account(s) owned by Payoneer and allocated to B-Stock. When the payments are made to the virtual bank accounts owned by Payoneer, B-Stock shall act as a technical service provider delivering Payoneer with the necessary data for the allocation of funds to Sellers. Payment will be required in cleared funds before a Seller ships any Inventory to you. Your transactions may be eligible for additional payment methods from time to time, such as extended payment terms provided by a third party, and you may be required to accept terms and conditions provided by any such third party.
4.3.2.5. If you choose to use your bank account(s) as your Payment Method (“ACH Payment Method”), you hereby authorize B-Stock to debit your banking details via the ACH system while this authorization remains in effect. You may be asked to add your bank account details via a third party service to verify your bank account. B-Stock uses Stripe for payment card processing. Information shared with Stripe is treated by Stripe in accordance with its privacy policy, available at https://stripe.com/privacy. If you choose to use the ACH Payment Method, a verification process may include debiting a small amount from your bank account(s), then immediately crediting the same amount back to your bank account. B-stock will use this process only to screen for fraud and will not otherwise debit your bank account(s), except for your use of the Services.
4.3.2.6. You hereby authorize B-Stock to initiate debits from the bank account(s) that you enter in the Services in order to pay amounts owed to your recipients in accordance with the instructions you entered and, if necessary, to initiate adjustments for any transactions credited or debited in error. You agree that the payment transactions will be governed by the rules established by NACHA, the Electronic Payments Association, as in effect from time-to-time. You are solely responsible for the accuracy of the payment information and any payment instructions provided to B-Stock. You understand that this authorization will remain in effect until you cancel it in writing or revoke it. To cancel an ACH Payment please email [email protected] with the payment details. Cancellation request must be received at least three (3) working days prior to the date you have requested the transaction be processed. Furthermore, you authorize B-Stock to debit, if the payment is returned for any reason, a rejected/returned item fee of $30 or the maximum amount allowed by law. You represent that you have authority to bind the organization that owns the bank account(s), and to authorize all transactions to the bank account(s) that are initiated through B-Stock. You acknowledge that transactions initiated to the bank account(s) must comply with the provisions of U.S. law.
4.3.2.7. If the recipient does not deposit or otherwise receive and process the payment within a reasonable amount of time, B-stock reserves the right, in its sole discretion, to expire, void, or cancel any payment. If we expire, void, or cancel any payment, you authorize us to, and we will, credit the amount of the payment back to the original bank account, less any fees or other amounts owed by you to B-Stock.
4.3.2.8. You are responsible for verifying the accuracy of payment details and B-Stock will have no liability for losses or damages, including all consequences of non-payment (e.g., reinstatement fees), due to inaccurate payment details.
4.3.2.9. See Contract Sale Program Terms for more information about payments in connection with Contract Sale Agreements.
4.3.3. Shipping. Please refer to our Shipping FAQ at https://bstock.com/faq/buyer-faq/shipping/, which is incorporated into these Buyer Terms by this reference, for information on the various options available to Sellers for shipping Inventory to Buyers. Buyer acknowledges and agrees to be bound by all such shipping terms set forth in the Shipping FAQ. In no event will B-Stock be liable for loss of or damage to Inventory during shipping. Nor will B-Stock have any responsibility for transportation arranged directly by Seller or Buyer. See Contract Sale Program Terms for more information about shipments in connection with Contract Sale Agreements.
4.3.4. Identification of Seller. You acknowledge that the information regarding the Purchase Price and any particular sale are confidential to B-Stock and Seller.
4.4 Contract Sale Listings and Contract Sale Agreements. If you are the winning bidder for a Contract Sale Listing and awarded a Contract Sale Agreement, the provisions in this Section 4 may be supplemented or superseded by those provisions set forth in the Contract Sale Program Terms and Contract Sale Agreement Terms for any such Contract Sale Listing and Contract Sale Agreement.
4.4. Promotional Content Disclaimer. YOU AGREE AND ACKNOWLEDGE THAT B-STOCK MAKES NO GUARANTY OF THE ACCURACY, CORRECTNESS OR COMPLETENESS OF ANY PROMOTIONAL CONTENT AND IS NOT RESPONSIBLE FOR: (I) ANY ERRORS OR OMISSIONS ARISING FROM THE USE THEREOF; (II) ANY FAILURES, DELAYS OR INTERRUPTIONS IN THE DELIVERY OF ANY PROMOTIONAL CONTENT CONTAINED WITH THE PLATFORM; (III) LOSSES OR DAMAGES ARISING FROM THE USE OF THE PROMOTIONAL CONTENT PROVIDED BY THE PLATFORM; (IV) ANY CONDUCT BY YOU IN CONNECTION WITH THE PLATFORM; OR (V) ANY PROMOTIONAL CONTENT OR PRODUCTS PROVIDED THROUGH OR IN CONJUNCTION WITH THE PLATFORM.
- Contract Sale Program Terms
These Contract Sale Program Terms govern Contract Sale Agreements (as defined in Section 4.1). In the event of any conflict between the terms in Section 4 of these Buyer Terms for Listings and these Contract Sale Program Terms, the provisions in these Contract Sale Program Terms will control as to Contract Sale Listings and Contract Sale Agreements.
PLEASE NOTE: IF YOU ARE THE WINNER OF A CONTRACT SALE AGREEMENT, YOU ARE BOUND FOR THE ENTIRE CONTRACT SALE AGREEMENT TERM. THERE IS NO RIGHT TO CANCELLATION OR EARLY TERMINATION.
5.1. Notifications. If you are the winner of a Contract Sale Listing and awarded a Contract Sale Agreement, you will receive a Contract Sale Agreement Notification from B-Stock to inform you that you have been awarded the Contract Sale Agreement. The Contract Sale Agreement Notification is separate from the Winning Bid Notification; you will receive a Winning Bid Notification for each Installment of the Contract Sale Agreement with terms regarding the particular Installment. Please note there are no separate Listings for the Installments; you have already won them pursuant to the Contract Sale Agreement.
5.2. Payments
5.2.1. In the event that you win a Contract Sale Listing and awarded a Contract Sale Agreement, you may be required to pay a deposit within 48 hours (or such other period of time as set forth in the Contract Sale Agreement Notification) of B-Stock’s sending of the Contract Sale Agreement Notification. Any required deposit amount will be listed on the Contract Sale Agreement Terms. If any of the deposit remains in your account when the Contract Sale Agreement has concluded, such funds will be returned to you. If you violate any of these Contract Sale Program Terms, including failure to timely pay any fees when due, you agree to forfeit your deposit at the conclusion of the Contract Sale Agreement. If you fail to timely pay fees due under these Contract Sale Program Terms three or more times during the term of the Contract Sales Agreement, you will be required to place into your B-Stock account a deposit in the amount of at least one Installment’s worth of estimated sales, which amount will be determined in B-Stock’s sole discretion based on the estimated value per lot or the actual value of the Installment (if there is a flat cost per Installment).
5.2.2. You must pay for each Installment within one (1) business day (or such other period of time as set forth in the Contract Sale Agreement Notification) of your receiving a Winning Bid Notification in connection with the particular Installment of the Contract Sale Agreement. Each Installment’s Winning Bid Notification will inform you of the amount due for the Installment. You may utilize different payment methods for the Installments, if specified in the Contract Sale Listing or Contract Sale Agreement.
5.2.3. If a deposit required above in subsection 5.2.1. or any payment for an Installment required in subsection 5.2.2. is not received on time, you agree to pre-fund your B-Stock account at least one week prior to any Installment until the Contract Sale Agreement has expired. If you fail to pre-fund your B-Stock account, you authorize B-Stock to charge any payment method on file to fund your B-Stock account.
5.2.4. You authorize B-Stock to apply your B-Stock balance to any Installments under this Contract Sale program.
5.2.5. Please note that some Contract Sale Agreements may require particular payment methods or require you to be approved for net payment terms.
5.3. Installments and Orders
5.3.1. As the winner of a Contract Sale Agreement: (i) you are agreeing to pay for and accept delivery of all Inventory in Installments in accordance with the Contract Sale Agreement Terms stated on the Contract Sale Listing; (ii) you authorize B-Stock to assign Inventory for each Installment and create an Installment order for you each time that Inventory is available; and (iii) you agree that B-Stock will (A) create a Listing that represents the Inventory in each Installment, (B) set the price of the Installment according to the Contract Sale Agreement Terms, (C) bid on the Installment on the buyer’s behalf, and (D) send to the buyer a Winning Bid Notification.
5.3.2. Each Installment will be assigned to the shipping address you used in the Contract Sale Listing (unless the shipping address is changed pursuant to Section 15.4 below).
5.3.3. Depending on the Contract Sale type, you may be eligible to skip one weekly Installment over the course of the Contract Sale Agreement term with advance notice to B-Stock. If this option is available to you, you will be notified, and given the details about exercising the option, through the applicable Contract Sale Agreement Terms.
5.4. Shipping
5.4.1. The shipping cost for each Installment may match the cost displayed to you during the Contract Sale Listing. The Contract Sale Listing will specify if this is the case.
5.4.2. If you intend to ship to multiple locations, contact B-Stock in advance for approval and to generate the shipping cost for each location.
5.4.3. Any change to the shipping address is subject to B-Stock approval and may result in a higher shipping cost than originally provided in the Contract Sale Listing.
5.4.4. You must have a valid Certificate on file for each state to which Installments will be shipped. In the event you have provided an address in a state for which you do not have a Certificate, the Inventory will be shipped to the approved address connected to your account.
5.4.5. Installments can be shipped to Buyer the same day or within one day of payment for the Installment. You must be prepared to accept all shipments as soon as they are made available.
5.4.6. A seller may elect to allow you to arrange your own shipping, in which case you will receive a notification informing you of that option, or it will be noted in the Contract Sale Listing. If buyer-arranged shipping is permitted and you choose that option, then (i) no shipping costs will be charged to you; (ii) you must schedule a recurring pickup time directly with the Seller; and (iii) all Inventory must be picked up within one business day of your receipt of the Winning Bid Notification.
5.5. Cancellation of Contract Sale Agreements. The Seller and/or B-Stock reserve the right to cancel your Contract Sale Agreement for any reason or no reason. If you cancel a Contract Sale Agreement prior to the expiration of its terms, you agree to pay a cancellation fee in the amount of ten percent (10%) of the GMV for the remainder of the Contract Sale Agreement. For example, if there are 20 Installments remaining on a Contract Sale Agreement when you cancel, the cancellation fee would be the GMV of two Installments.
5.6. Violation of These Contract Sale Program Terms. If you fail to comply with these Contract Sale Program Terms, B-Stock may: (i) cancel your Contract Sale Agreement; (ii) suspend or terminate your access to the Contract Sale Agreement Listing site; (iii) suspend or terminate your right to bid on Contract Sale Agreement Listings; or (iv) or suspend or terminate your right to bid on the Platform.
- Submissions of Reviews
You agree that any Submission that is a review of a Seller, (“Review”) shall not contain any material that is, in the sole and absolute discretion of B-Stock, inappropriate, defamatory, false, obscene, violent, unlawful, threatening or otherwise objectionable (hereinafter, “Prohibited Content”). Notwithstanding the generality of the foregoing, Prohibited Content includes, without limitation, any content that (i) violates these Buyer Terms, (ii) contains personal information of any person other than yourself, (iii) references or threatens legal actions, (iv) attempts to artificially raise or lower a Seller‘s ratings, (v) relates to variables outside of the Seller‘s control, and (vi) solicits business outside of the B-Stock Platform. Posting of any Prohibited Content, in addition to any and all other rights and remedies available to B-Stock, may result in account suspension or termination. B-Stock may refuse or remove a Review in its sole discretion and without notice to you. However, B-Stock shall have no obligation to monitor Reviews, and you agree that neither B-Stock nor its affiliates, employees, or agents will be liable for Reviews or any loss or damage resulting from Reviews. Notwithstanding the foregoing, B-Stock reserves the right to monitor all activity conducted over the Platform and anticipates that it will do so from time to time.
- Disclaimer; Limitation of Liability; Indemnity
For clarity, the disclaimers, limitations of liability and indemnity provisions set forth in the Terms of Use are incorporated into these Buyer Terms by this reference, except as follows with respect solely to B-Stock’s limitation of liability for direct damages under these Buyer Terms: IN NO EVENT SHALL B-STOCK’S LIABILITY TO BUYER AND ANY THIRD PARTY FOR ANY AND ALL LOSSES OR DAMAGES RELATED TO THE USE OF THE SERVICES, OR THE BIDDING UPON OR PURCHASE OF ANY INVENTORY EXCEED THE PURCHASE PRICE ACTUALLY PAID BY BUYER FOR THE INVENTORY AT ISSUE. THIS LIMITATION OF LIABILITY SHALL SURVIVE EACH PURCHASE TRANSACTION AND SHALL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY HEREIN. This limitation of liability applies to any damages, liability or injuries, whether for breach of contract, tort, negligence or any other cause of action.
- Governing Law and Dispute Resolution
Mandatory Mediation. In the event there is any dispute between a Buyer and Seller regarding the quantity, quality, or type of Inventory received, the Buyer and Seller must first attempt to mediate such disputes through B-Stock Mediation. No user to this Agreement can bring legal action against another party to this Agreement without first participating in B-Stock Mediation, unless one user refuses to submit to mediation and legal action is brought to specifically enforce this mandatory mediation provision of this Agreement. If the dispute cannot be resolved at mediation, either user may initiate arbitration as set forth in this Section 8.Unless superseded by governing law and dispute resolution provisions set forth in the Seller’s Terms (which may vary on a per-Seller basis), the terms of this Section 8 shall apply as follows:
These Terms of Use will be construed in accordance with and governed exclusively by the laws of the United States and the State of California applicable to agreements made among California residents and to be performed wholly within such jurisdiction, regardless of such parties’ actual domiciles excluding: (1) its conflicts of law principles; and (2) the United Nations Convention on Contracts for the International Sale of Goods or any local laws implementing such convention in any applicable jurisdiction.
In the event there is any dispute between you and a Seller regarding the quantity, quality, or type of Inventory received, you must first attempt to mediate such disputes through B-Stock Mediation. If the dispute cannot be resolved at mediation, you (or Seller) may initiate arbitration as set forth in the dispute resolution provisions in the Terms of Use unless superseded by dispute resolution provisions applicable to you set forth in the Seller’s Terms of Purchase (which may vary on a per-Seller basis).
- Prohibited Parties
You represent, warrant and covenant that (i) neither you nor any person or entity with which you transact business via the Platform, are named on any U.S. government list of persons or entities prohibited from receiving exports or with which Users are prohibited from transacting business; (ii) you will not re-export any goods or services to persons or entities prohibited from receiving exports; and (iii) you shall not transact with any person or entity in violation of any U.S. export embargo, prohibition or restriction.
- Confidential Information
Buyer acknowledges that B-Stock and/or a Seller may provide bank account information to facilitate payment of the Purchase Price, or other information that is identified as confidential at the time of disclosure or should reasonably be considered confidential based on the circumstances surrounding the disclosure and the nature of the information disclosed (“Confidential Information”). You agree to: (i) hold in confidence and not disclose Confidential Information to third parties except as permitted by these Buyer Terms; and (ii) use the Confidential Information only to fulfill your obligations and exercise your rights under these Buyer Terms. You may share Confidential Information with your employees, agents or contractors who have a legitimate need to know (provided that you remain responsible for such parties’ compliance with the terms of this Section 10). These confidentiality obligations do not apply to (and Confidential Information does not include) information that: (i) is or becomes public knowledge through no fault on your part; (ii) was known by you prior to receipt of the Confidential Information; (iii) is rightfully obtained by you from a third party without breach of any confidentiality obligation; or (iv) is independently developed by you without using B-Stock’s or a Seller’s Confidential Information. You may also disclose Confidential Information to the extent required by law or court order, provided you give advance notice to B-Stock or Seller, as applicable (if permitted by law), and cooperate in any effort by B-Stock or Seller to obtain confidential treatment for the information. This Section 10 shall survive each purchase transaction hereunder, and any termination of these Buyer Terms.
- Miscellaneous
Entire Agreement. These Buyer Terms, together with the Terms of Use, the Privacy Policy and any other legal notices published by B-Stock constitute the entire agreement between you and B-Stock with regard to your use of the Services; provided, however, that, except where expressly provided in these Buyer Terms that the Seller’s Terms of Purchase supersede the provisions of these Buyer Terms, the provisions of these Buyer Terms will control in the event of any conflict between these Buyer Terms and the Seller Terms of Purchase.
Force Majeure. B-Stock shall not be liable to you for failure or delay in performance hereunder due in whole or in part to an act of God, strike, lockout or other labor dispute, civil commotion, sabotage, fire, flood, explosion, acts of any government, unforeseen shortages or unavailability of fuel, power, transportation, or supplies, pandemics and any other causes which are not within B-Stock’s reasonable control, whether or not of the kind specifically enumerated above.
Further Assurances. You agree to execute and deliver, or cause to be executed and delivered, all such other instruments, and agree to take all reasonable actions, as may be necessary to transfer and convey the Inventory from Seller to Buyer and to consummate the transactions contemplated herein.
Modification of Terms. B-Stock reserves the right to change, modify, add or remove portions of these Buyer Terms at any time We will notify you on this page (by posting a new revision date), with an in-app message, by email, or by means of a notice on our Services. The date of the last update of the Buyer Terms is indicated at the top of these Buyer Terms. Your continued use of the Services after any changes to our Buyer Terms indicates your agreement with the revised terms. Please review these Buyer Terms periodically and especially before you bid on a Listing.