These Terms of Purchase sets out the terms and conditions upon which you purchase Inventory Products (as defined below) from J D Williams & Company Limited trading as CrazyClearance (“JDW” or “we”) and apply to your use of JDW’s online marketplace located at (crazyclearance.bstock.eu) (the “Site”), hosted and configured by B-Stock Solutions, Inc. (“B-Stock”), including your viewing, bidding upon, and purchase of JDW’s Inventory Products from the Site (“Terms of Purchase”).

1. Definitions
   1. “Buyer” or “you” or “your” shall mean the entity that registers or logs into the Site for the purpose of viewing, bidding upon and/or purchasing Inventory Products.
   2. A “Completed Purchase” occurs when (i) you have provided to JDW all of the purchase information requested in the Email Notification (defined below) in the manner specified in such Email Notification to complete your purchase and (ii) the Purchase Price for the Inventory Products has been received in the bank account specified in the Email Notification in accordance with these Terms and Purchase.
   3. “Extended Auction” shall mean any auction where the auction is extended, one or more times, due to a bid being placed within the final 5 minutes of the auction. Each extension is for a period of 3 minutes.
   4. “Listing” shall mean the content on the Site associated with particular Inventory Products, including, but not limited to, the description and quantity of the Inventory Products. JDW shall have the right to modify or correct any Listing at any time and such modification shall be binding on any purchase of any Inventory Products made after such modification.
   5. “Inventory Products” shall mean certain units and/or categories of products, that may include new condition merchandise, customer returns, unsellable or other merchandise, may be in varying physical condition, and that may include breached, damaged or other products.
2. Acceptance and Modification of Terms of Purchase
   1. Acceptance of Terms. By checking the “I agree to the Terms of Purchase” box each time you log into the Site, you accept and agree to be bound by these Terms of Purchase. If you do not agree to these Terms of Purchase, you may not bid on or purchase Inventory Products from the Site.
   2. Modifications to Terms. We reserve the right, from time to time, with or without notice to you, to change these Terms of Purchase in our sole and absolute discretion. The most current version of these Terms of Purchase can be reviewed by clicking on "Terms of Purchase" located at the bottom of the pages of the Site. The most current version of the Terms of Purchase will supersede all previous versions. Therefore, you should review these Terms of Purchase each time you log into the Site. We will indicate the date on which these Terms of Purchase were last changed at the beginning of these Terms of Purchase.
   3. These Terms of Purchase are the only terms and conditions on which we will supply goods to you and will apply to the exclusion of all other terms and conditions including any terms and conditions which you purport to apply under any purchase order, invoice or similar document and any terms and conditions which may otherwise be implied by trade, custom, practice or course of dealing.
3. Auction Process
   1. Inventory Products. Inventory Products consist of customer returns or company stock items, some of which may have been previously shipped. The condition of the Inventory Products will vary and standard designations regarding a product’s condition will be set forth in the Listing. The Inventory Products are provided to you “as is” for purchase on the Site. The quantity and/or value of actual Inventory Products in each lot may vary up to 5 percent (5%) less or greater than the number set forth in the Listing and may include up to 5 percent (5%) quantity and/or value of more damaged items than designated as “Damaged” in the Listing. Accessories such as remote controls, cables and instructions may or may not be included. Inclusion of accessories will be delineated in the Listing. With the exception of the Listing, all samples, drawings, descriptive and illustrative matter and advertising issued or published by us whether in catalogues, brochures, Site, other promotional material or otherwise are for the sole purpose of giving an approximate idea of the relevant Inventory Products.
   2. Auction Process. Inventory Products will be sold pursuant to the auction process set forth in this Section 4 (the “Auction”). If you wish to bid on Inventory Products, you will be required to enter your bid amount. In order to be eligible for the Auction, your bid must be (i) in an amount higher than the bid listed as the minimum opening bid and the “current winning bid,” as applicable, (ii) in the bid increments set forth on the bid page and (iii) placed before the scheduled closing time for such Auction (including any additional time added for an Extended Auction). If your bid is the highest bid at the conclusion of an Auction (the “Winning Bid”) you will be notified by email (the “Email Notification”) at the email address you provided when you registered for your account (or as subsequently updated by you by following instructions on the Site). The Email Notification will serve as your Winning Bid and/or official invoice. Any additional formal invoice or proof of purchase outside of the original winning notification is not 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 Auction in which you participated. JDW is not responsible for the failure of an Email Notification to reach a winning bidder for any reason, including, but not limited to, technical problems or other system error.
   3. Winning Bids. If your bid is deemed the Winning Bid at the end of the Auction for certain Inventory Products, you agree to promptly purchase such Inventory Products pursuant to the terms and instructions set forth in this Terms of Purchase and in the Email Notification.
   4. Deactivation; Cancellation. JDW reserves the right, in its sole discretion at any time and for any reason, to deactivate your Site account, reject any offer to purchase Inventory Products or suspend or cancel any auction or purchase of Inventory Products, including fulfillment of a purchase after completion of an auction and payment for the Inventory Products is made. If JDW cancels any purchase of Inventory Products after you have submitted payment for such Inventory Products, JDW will issue a refund to the designated payment method that you used to make such payment or other method selected by JDW.
4. Conditions to Sale; Payment
   1. Purchase Price. In consideration for your payment of the Winning Bid amount for an Auction, and any additional applicable shipping costs, taxes, VAT and fees (the “Purchase Price”), JDW hereby agrees to sell to you the Inventory Products for such Auction subject to your compliance with the terms set forth in this Terms of Purchase and the Email Notification. You agree to pay the Purchase Price for the Inventory Products by making the full amount of the Purchase Price to the bank account set forth in the instructions included in the Winning Bid Email Notification, within two (2) business days after end of the Auction. If you fail to complete a Completed Purchase, including by failing to pay the Purchase Price, within two (2) business days of when the Email Notification is sent by JDW to you, you shall forfeit any right to purchase the relevant Inventory Products and JDW may, at its sole discretion, choose to (i) offer to sell such Inventory Products to the next highest bidder at such bidder’s bid price or (ii) post such Inventory Products on the Site for sale in a new Auction. You shall be responsible for all taxes, shipping and collection costs and any other expenses incurred in connection with your purchase of Inventory Products hereunder.
   2. Cancelled 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, JDW may cancel your bid or purchase if there are inaccuracies or errors in product or bid information, or problems identified by our credit and accounts department. While JDW strives to provide accurate product and bid information, typographical or system errors may occur. In the event that the Inventory Products are incorrectly listed or Inventory Products are listed with incorrect information due to an error in quantity or other product information, we shall have the right, at our sole discretion, to refuse or cancel any bids placed for such Inventory Products. In the event that we must cancel a bid or purchase, we will cancel your bid or purchase and notify you by email of such cancellation.
   3. Payment Terms. Unless otherwise stated in the Email Notification, you shall pay the Purchase Price to JDW (via B-Stock) in full and in cleared funds within two (2) business days of when the Email Notification is sent by JDW following your Winning Bid. Upon acceptance and receipt of the Purchase Price and the fulfillment of all other conditions to the sale, JDW will sell and make the Inventory Products available for collection in the manner set forth in Section 6 below.
   4. Identification of JDW. You shall not under any circumstances (i) advertise the Inventory Products using any name relating to JDW, its parent or any of its divisions or affiliates, or any of its or their private labels, in any manner; (ii) make reference to JDW or its parent or any of its affiliates or divisions in any signing or advertising; or (iii) advertise the Inventory Products using any name related to JDW’s suppliers.
5. Collection and Acceptance of Inventory Products
   1. Collection and acceptance of Inventory Products. Unless the auction listing or a notification to you specifies different terms regarding the collection or shipment of Inventory Products, the following terms of this Section 6.1 shall apply to all purchase of Inventory Products. Inventory Products shall only be made available for collection and acceptance upon confirmation of Completed Purchase, including and in particular receipt of the full payment in cleared fund of the Purchase Price by JDW. On confirmation of Completed Purchase, the Inventory Products purchased by you shall be made available to you for collection at a location (whether JDW or third party premises) identified in the Email Notification (the “Inventory Location”) at a time mutually agreed to by you and JDW (the “Pickup Time”).
   2. Where you have selected to have the Inventory Products to be delivered by B-Stock preferred carrier, such shipment shall be subject to B-Stock shipment terms and applicable fees.
   3. Where the Inventory Products has been sold on ‘collection’ basis, you or your agent must schedule the Pickup Time pursuant to the instructions set forth in the Notification Email. You shall be solely responsible for removal and collection of the Inventory Products from the Inventory Location and for all shipping arrangements (including, without limitation, permits, costs and licenses), expenses (including, but not limited to, insurance) and labor. Your employees, equipment, and property, and that of your agents, enter and remain on Inventory Location premises shall be entirely at your risk as regards any and all hazards excepting only those found to be caused by premises operator’s sole negligence. You shall remove all Inventory Products from the Inventory Location within seven (7) days of receiving notice that the Inventory Products are ready for pick-up or on the mutually agreed Pickup Time. If you fail to remove such Inventory Products within this time, JDW, in its sole discretion, may choose to keep such Inventory Products, list such Inventory Products for auction on the Site and refund to you the Purchase Price you paid to JDW less (i) a storage charge of £2.00 per pallet per each of the days JDW held the Inventory Products for you after you completed a Completed Purchase and (ii) a restocking fee of twenty percent (20%) of the Purchase Price.
   4. Title; Risk of Loss. Title to the Inventory Products shall remain with JDW until full payment of the Purchase Price has been paid in cleared fund to JDW. You expressly acknowledge that risk of loss and liability for the Inventory Products shall pass to you upon JDW making the Inventory Products available for collection either by you, your agent's or B-Stock preferred carrier. You or your agent shall have the right to count or reasonably inspect (in accordance with Section 6.6) the pallets containing the Inventory Products to confirm the quantity of pallets prior to accepting possession. You expressly acknowledge and agree that you shall have no right to refuse or return the Inventory Products after such reasonable inspection has taken place.
   5. Acceptance. Your acceptance of possession of the Inventory Products from JDW pursuant to Section 6.4 shall constitute an unqualified acceptance of the Inventory Products and a waiver by you of all claims with respect thereto except as set forth in Section 6.6. All sales are final.
   6. Inspection. Subject to Section 4.1 (Inventory Products, you shall have five (5) business days from the date of collection of the Inventory Products from the Inventory Location or delivery to inspect the Inventory Products for any discrepancies in the quantity or description and report such discrepancy in writing. Buyer must provide a detailed manifest, identifying each item discrepancies. If damaged, the exact nature of such damage, as well as any supporting images or other documentation must be provided to JDW to its reasonable satisfaction). For the avoidance of doubt, JDW shall not be liable for any damages to Inventory Products occurred during transport following collection of the Inventory Products by you or your agents. JDW reserves the right to conduct an additional inspection at its own expense. If JDW, acting reasonably and in good faith, agrees that there is 5% or more under delivery, discrepancy and/or damage (excluding damages incurring during transport) present in the Inventory Products, JDW will provide pro rota reimbursement for the approved discrepancy. By way of example, if buyer wins an auction and pays a Winning Bid of £1,000, and the collected Inventory Products is missing an item that is 10% of the value of the auction, JDW will issue the Buyer a reimbursement in the amount of £100 (i.e., 10% of the of the listed retail value of the auction). Such reimbursement may be in the form of an offset against any amount you may owe to JDW or a credit to your nominated bank account. Following the five (5) business day inspection period, you shall no longer have the right to claim any reimbursement for under-delivery/damage.
6. Confidentiality
   1. Confidential Information. Each party acknowledges that by reason of its relationship to the other party hereunder it will have access to certain information and materials concerning the other party’s business that are confidential and of substantial value to the other party, which value would be impaired if such information were disclosed to third parties. In particular, the parties hereto acknowledge that the information regarding the Purchase Price and any particular sale are confidential to JDW. Each party will, and will cause its affiliates and employees to, protect and not disclose information that is considered confidential and use this information only to fulfill its obligations under these Terms of Purchase. Notwithstanding the foregoing, you understand that B-Stock will have access to confidential information pertaining to you. You may not make any public announcement about these Terms of Purchase without JDW’s prior written approval and consent. Notwithstanding anything in this Section 7.1 to the contrary, any information (i) already in the public domain through no fault of the receiving party, (ii) independently developed by the recipient without the use of or access to the other party's confidential information, or (iii) released to the public through no action or inaction by the receiving party, will not be considered confidential information hereunder. The receiving party may disclose the disclosing party's confidential information upon the order of any court of competent jurisdiction or as otherwise required by law or legal process, provided that prior to such disclosure the receiving party shall inform the disclosing party of such order, if permitted by law, in order to provide the disclosing party with an opportunity to contest such order or to seek such other protective action as the disclosing party may elect. This Section 7 shall survive each purchase transaction hereunder.
7. Representations and Warranties; Indemnity
   1. You shall indemnify, defend, and hold harmless JDW, their respective affiliated companies, and each of their respective officers, directors, agents, and employees (the “Indemnified Parties”) against any claim, liability, loss, damage, cost or expense, including reasonable attorneys' fees, incurred by any Indemnified Party arising from or relating to (i) your use of the Site, (ii) any sale, use or handling of the Inventory Products, including any recall of the Inventory Products, (iii) any infringement or misappropriation of any proprietary right by you, (iv) your negligence or intentional misconduct, or (v) your breach of these Terms of Purchase.
   2. The indemnity obligation under this Section 8 shall survive each purchase transaction hereunder.
8. Warranty Disclaimer; Limitation of Liability
   1. SOLD “AS IS” AND DISCLAIMER. EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, THE INVENTORY PRODUCTS ARE PROVIDED BY JDW TO YOU “AS IS”, “WITH ALL FAULTS”, AND “WHERE IS”, AND JDW DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE INVENTORY PRODUCTS, THE SITE, OR ANY OTHER MATTER, INCLUDING WITHOUT LIMITATION THE INVENTORY PRODUCTS’ CONDITION OR QUALITY AND THE WARRANTIES OR CONDITIONS OF NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE. EXCEPT FOR THE INDEMNITY OBLIGATIONS SET FORTH IN THESE TERMS OF PURCHASE, NEITHER PARTY WILL BE LIABLE FOR ANY LOSS OF PROFITS OR OTHER CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES OF ANY KIND ARISING OUT OF OR RELATED TO THESE TERMS, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL JDW’S LIABILITY FOR ANY AND ALL LOSSES OR DAMAGES ARISING FROM OR IN CONNECTION WITH THESE TERMS OF PURCHASE, EXCEED THE PURCHASE PRICE PAID BY YOU TO JDW FOR THE INVENTORY PRODUCTS AT ISSUE. JDW SHALL NOT BE HELD LIABLE FOR ANY ERROR IN A LISTING THAT JDW CORRECTS PRIOR TO THE PURCHASE OF THE INVENTORY PRODUCTS TO WHICH THAT LISTING APPLIES. THIS LIMITATION OF LIABILITY SHALL SURVIVE EACH PURCHASE TRANSACTION.
   2. Nothing in these Terms of Purchase will operate to exclude or restrict one party’s liability (if any) to the other:
      1. for death or personal injury resulting from its negligence or the negligence of a person for whom it is vicariously liable (negligence being as defined in Section 1(1) Unfair Contract Terms Act 1977);or
      2. for its fraud or fraudulent misrepresentation or fraud or fraudulent misrepresentation by a person for whom it is vicariously liable.
   3. JDW will not be in breach of the contract or otherwise liable to you for any failure to perform or delay in performing our obligations under the Terms of Purchase to the extent that such failure or delay is due to any event or circumstance beyond our reasonable control.
9. Breach of Terms of Purchase
   1. If you fail to comply with any term or condition in this Terms of Purchase, JDW may immediately terminate your account, deactivate your password and seek any other remedy available to JDW or its affiliates.
10. Data
    1. Data and Privacy. When you register on the site, B-Stock Solutions will collect information which you provide to them during registration and use of the site. B-Stock will protect and process the information you provide in accordance with its privacy policy. Should you bid on and win Inventory on the site, you will become a JDW customer and B-Stock will share information required for the JDW to fulfill your order. The JDW will process that information solely for the purpose of fulfilling orders and to perform its obligations under the Terms of Purchase. Therefore, by registering to use this site, you are agreeing to both B-Stock Solutions’ privacy policy and for JDW to process your information. JDW will use information collected about you by it, or supplied to it by B-Stock or any other third party involved in the promotion and operation of Auctions, as set out in the remainder of this clause. The information will be used to contact you about the operation of these Terms of Purchase and relevant Auctions and fulfilment of Inventory Products to you.
11. General Provisions
    1. Waiver. No waiver of or failure to enforce any provision of these Terms of Purchase shall constitute a continuing waiver, and no waiver shall be effective unless made in a signed writing. The division of these Terms of Purchase into separate sections, subsections and/or exhibits and the insertion of titles or headings is for convenience of reference only and shall not affect the construction or interpretation of these Terms of Purchase. If any provision is held to be invalid, then that provision will be modified to the extent necessary to make it enforceable, and any invalidity will not affect the remaining provisions.
    2. Severability. If any provision of these Terms of Purchase is determined to be unenforceable, the parties intend that these Terms of Purchase be enforced as if the unenforceable provisions were not present and that any partially valid and enforceable provisions be enforced to the extent that they are enforceable.
    3. Partnership. Nothing in these Terms of Purchase and no action taken by the parties in connection with it or them will create a partnership or joint venture between the parties or give either party authority to act as the agent of or in the name of or on behalf of the other party or to bind the other party or to hold itself out as being entitled to do so.
    4. JDW’s rights and remedies set out in these Terms of Purchase are in addition to and not exclusive of any rights and remedies provided by law.
    5. Assignment. You will not be entitled to assign, transfer, charge, hold on trust for any person or deal in any other manner with any of your rights under these Terms of Purchase.
    6. Force Majeure. JDW shall not be liable to the other party 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, and any other causes which are not within JDW reasonable control, whether or not of the kind specifically set out above.
    7. Entire Agreement. These Terms of Purchase constitutes the complete and final agreement of the parties pertaining to the subject matter of this Terms of Purchase and supersedes the parties’ prior agreements, understandings and discussions relating to this Agreement. No modification of this Terms of Purchase is binding unless it is in writing and signed by JDW and You.
    8. Governing Law; Jurisdiction and Venue. These Terms of Purchase and any non-contractual obligations arising out of or in connection with it will be governed by the law of England and Wales and the courts of England and Wales have exclusive jurisdiction to determine any dispute arising out of or in connection with these Terms of Purchase (including in relation to any non-contractual obligations).