Hudson's Bay Liquidation Auctions Terms of Purchase and Use

Last Updated: October 20, 2019

These Terms of Purchase and Use (Terms) are entered into by and between you (Buyer or you) and Hudson's Bay Company, on behalf of itself and its affiliates, including, without limitation, Saks & Company LLC and Lord & Taylor LLC (Seller or We or Us). In consideration of your use of and access to this Internet site comprising Hudson's Bay Liquidation Auctions (the Site), and the promises and obligations herein, and intending to be legally bound, you and Hudson's Bay hereby agree as follows:

General.
Your access to and use of this Site is subject to these Terms, which incorporate the separately posted Privacy Policy (available here for Canadian visitors: https://www.thebay.com/webapp/wcs/stores/servlet/en/thebay/content-view/PrivacyLegalInfo and here for visitors in the United States: https://www.saksfifthavenue.com/Policies), as well as any modifications made to them by Hudson's Bay from time to time. If you submit any bids or make any purchases at this Site on behalf of any entity, you represent and warrant that you are authorized to accept these Terms on such entitys behalf and that such entity agrees to be responsible for your activities under these Terms. BY USING THIS SITE OR BY CHECKING THE I AGREE TO THE TERMS OF PURCHASE BOX, YOU ACCEPT AND AGREE TO, AND WILL BE DEEMED TO BE BOUND BY, THESE TERMS EACH TIME YOU LOG INTO THE SITE AND/OR PLACE A BID ON AN AUCTION LISTING. If you do not want to be bound by these Terms, do not use this Site. These Terms govern only this Site, and do not govern any other website operated by or for Hudson's Bay or any of its affiliates. No purchase order or other documentation issued by you to us will alter these Terms. You may preserve these Terms of Purchase in written form by printing it for your records, and you waive any other requirement that these Terms of Purchase be evidenced by a written document.

When you register on the site, B-Stock Solutions, Inc. (B-Stock) and Hudson's Bay are collecting the information that you provide and will use it in accordance with their privacy policies. By registering to use this site, you are agreeing to B-Stocks collection, use and disclosure of your information pursuant to the terms of the B-Stock Privacy Policy and, if you bid on Inventory and win such Inventory, you also agree to Hudson's Bay's Privacy Policy with respect to the use and disclosure of such information provided to Hudson's Bay by B-Stock.

This Site provides information (i) concerning Inventory (defined below) made available by Hudson's Bay for auction, (ii) to registered users of the Site, and (iii) for the opportunity to bid on and purchase such Inventory. If you are a registered user of this Site, your bids on and purchases of the Inventory on this Site are governed, as between you and B-Stock, by the terms and conditions to which you agreed with B-Stock as a condition of your registration (Buyer Terms). Further, if any area within the Site contains additional specific terms and conditions concerning its use or the Inventory (Specific Terms), those Specific Terms are in addition to these Terms and the Buyer Terms. To the extent there is a direct conflict between these Terms and the Buyer Terms or between these Terms and the Specific Terms, these Terms or the Specific Terms, as applicable, shall prevail with respect to your access to and use of this Site and purchase of the Inventory on the Site. These Terms apply to all offers made by us, all purchases and orders placed by you and all agreements concluded between us in relation to the Inventory offered on this Site.
Definitions.
1. Buyer or you or your shall mean the individual who purchases Inventory from Hudson's Bay through the Site under the terms and conditions described herein and the entity that such individual represents in making the purchase, if applicable.
2. Email Notification means the email you receive after a bid you place for Inventory available for sale on the Site is deemed the winning bid for such Inventory. The Email Notification will be sent to the email address provided when you registered for your account, as updated by you from time to time by following instructions on the Site.
3. Extended Auction shall mean an auction where if a bid is entered within the final 5 minutes of the original closing time, the auction will be extended by 3 minutes. If a bid is then placed before the extended 5 minutes elapse, the auction will be extended again for 3 minutes and the Listing will continue to be extended until there are no new bids placed within the final 5 minutes of the auction.
4. Inventory shall mean products that are available for purchase from Hudson's Bay on the Site under the terms described herein.
5. Listing or Listings shall mean the content on the Site associated with particular Inventory, including, without limitation, the description and quantity of the Inventory.
Buyer Obligations.
By placing a bid on the Site you are entering into a binding contract. All bids on Inventory are active until the auction Listing ends. If you win an auction Listing, you are obligated to purchase the Inventory in the Listing. In addition, you must pick up all Inventory in the applicable auction at the Hudson's Bay designated location within FIVE days of conclusion of the auction. Hudson's Bay will not be responsible for shipping any Inventory and may dispose of (or resell) Inventory if it is not picked up within such time period. No refunds shall be issued under any circumstances. Buyer is responsible for handling all customs clearance (and related issues) in connection with shipping the Inventory.
Auction Process.
1. Inventory. The condition of the Inventory made available by Hudson's Bay for auction will vary, and the Inventory may consist of customer returns or items that may or may not have been previously sold. Accessories, such as remote controls, cables and instructions, may or may not be included. Hudson's Bay will exercise reasonable efforts to describe the condition of the Inventory in the Conditions section of the Site, but Buyers should note that actual condition may vary from the description and the Inventory is sold as is. Further, the actual quantity of Inventory provided to the winning bidder may vary by up to five percent (5%) from the quantity set forth in the Listing.
2. Information. To participate in any auction and/or purchase any Inventory on this Site, buyers located in the United States must submit a valid and current state-issued resale certificate and such additional information as may be requested via the Site or by B-Stock or Hudson's Bay. To participate in any auction and/or purchase any Inventory on this Site, buyers located in Canada must submit a valid GST/HST and such additional information as may be requested via the Site or by B-Stock or Hudson's Bay. You agree (i) that all information you provide to register with this Site or otherwise, including but not limited to through the use of any interactive features on this Site, is governed by our Privacy Policy and Hudson's Bay's privacy policy as set forth in Section 1 above, and you consent to all actions we take with respect to your information consistent with our Privacy Policy, (ii) to provide accurate, current and complete information; (iii) maintain and promptly update any information in your account (including all contact information); (iv) maintain the security of your password and accept all risks of unauthorized access to your account and the information you provide under these Terms; and (v) promptly notify B-Stock and Hudson's Bay if you discover or otherwise suspect any security breaches related to your account or the Site. We have the right to disable any user name, password or other identifier, whether chosen by you or provided by us, at any time if, in our opinion, you have violated any provision of these Terms.
3. Auction Process. Inventory will be sold pursuant to the auction process set forth in this Section 4. If you wish to bid on Inventory, you will be required to enter your bid amount. In order for your bid to be eligible for the auction, your bid must be (i) in an amount higher than both the amounts 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 end time for such auction (including any additional time added for an Extended Auction). If your bid is deemed the winning bid, you will receive an Email Notification. 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 participate. This Email Notification will serve as your official invoice. Any additional formal invoice or proof of purchase outside of the original winning notification is not available. Hudson's Bay is not responsible for the failure of an Email Notification to reach a winning bidder for any reason, including, without limitation, technical problems or other system error or for any errors in an Email Notification.
4. Winning Bids. If your bid is deemed the winning bid at the end of an auction for Inventory, you agree, within 2 business days of the time the Email Notification is sent, to remit payment to B-Stock for such Inventory pursuant to the terms and instructions set forth in the Email Notification and these Terms (including Section 5(a) below) and to provide such information as requested in the Email Notification. If you fail to do so timely, you will forfeit any right to purchase such Inventory, and Hudson's Bay may, in its sole discretion, choose to (i) contact the next highest bidder in the auction for such Inventory and offer to sell such Inventory to such bidder at such bidder's bid price, or (ii) post such Inventory on the Site for sale in a new auction. In addition, Hudson's Bay may restrict you from bidding in any further auctions at the Site. Penalties for your failure to complete the purchase of Inventory that are the subject of your winning bid are as set forth below.
5. In the event that you do not pay for any winning bid, you may (at Hudson's Bay's discretion) be given the chance to pay a reinstatement fee, in order to prevent the deactivation of your account. The fee amounts are as follows, within any 12-month period:
  1st Offense: $0-$10,000 Purchase Price: $100 Fee
  
  1st Offense: $10,000+ Purchase Price: $500 Fee
  
  2nd Offense: $0-$10,000 Purchase Price: $500 Fee
  
  2nd Offense: $10,000+ Purchase Price: $1,000 Fee
  
  3rd Offense: $1,000 Fee
6. Deactivation; Cancellation. Hudson's Bay 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 or suspend or cancel any auction or purchase of Inventory, including fulfillment of a purchase after completion of an auction and payment for the Inventory. If Hudson's Bay cancels any purchase of Inventory after you have submitted payment for such Inventory, Hudson's Bay will direct B-Stock to issue a refund to the designated payment method that you used to make such payment or other method selected by Hudson's Bay or B-Stock.
Conditions to Sale; Payment.
1. Purchase Price; Shipping Costs. With respect to each auction for which you are the winning bidder, you agree to pay the purchase price set by the winning bid for Inventory (the Purchase Price) by wire to the B-Stock account set forth in the wiring instructions included in the Email Notification, and under the payment terms set forth in the Email Notification, these Terms and the Listings on the Site. The instructions and other conditions set forth in the Email Notification that do not conflict with the terms of these Terms will be deemed incorporated in these Terms. You shall be responsible for all taxes, shipping costs and any other expenses incurred in connection with your purchase hereunder.
2. Canceled Bids and Purchases. Please note that there may be certain bids and purchases that Hudson's Bay is unable to accept and must cancel. Hudson's Bay reserves the right, at its sole discretion, to refuse or cancel any bid or purchase for any reason at any time. Some situations that may result in your bid or purchase being canceled include, without limitation, inaccuracies or errors in Inventory or bid information or credit or fraud issues identified by Hudson's Bay or B-Stock. In the event that bids for Inventory are incorrectly listed or Inventory are listed with incorrect information due to an error in price, quantity, other product information, shipping or taxes, Hudson's Bay may, in its sole discretion, refuse or cancel any purchases placed for such Inventory. In the event that Hudson's Bay cancels your bid or purchase, you will be notified by email of such cancellation.
3. Hudson's Bay shall have no obligation to make available for pickup, any Inventory unless and until you have submitted an accurate (and complete re-sale certificate in a form acceptable to Hudson's Bay for buyers in the United States) and Hudson's Bay has received all amounts and information due from you for such Inventory.
4. Revisions to Payment Terms. Hudson's Bay may revise the payment terms from time to time in its sole discretion; provided, however, that any change to payment terms will not be effective for any then-pending sale, but will only be effective for the next sale subsequent to such notice.
5. Identification of Hudson's Bay. You shall NOT under any circumstances use any Hudson's Bay literature or images or Hudson's Bay's name or trademark either to promote your business or to promote the sale or resale of the Inventory purchased from Hudson's Bay hereunder in any print media, store signage, flyers, radio, television, internet or other media (whether now known or unknown). You must ensure that any Hudson's Bay brand identity is removed or obliterated from the Inventory before sale or resale; provided, however, that sewn in or heat-sealed labels may remain intact. In the event that you resell Inventory to a third party, you shall include similar language in your resale agreement requiring that any such third party shall not use any Hudson's Bay literature or images or Hudson's Bays name or trademark to promote the sale or resale of such Inventory.
Inspection of Inventory.
Once the Inventory has been made available to the Buyer, the Hudson's Bay shall have no further accountability or liability with respect to such Inventory; provided, however, that Buyer shall have five (5) business days from the date of transfer of Inventory to inspect the Inventory for any discrepancies in the quantity/quality delivered and report any such discrepancy (if applicable) to Hudson's Bay in writing. In the event that Buyer avails itself of its rights under the preceding sentence, Buyer must provide a detailed statement of each item received along with a detailed list of any missing or damaged items (and, in the case of damaged items, the exact nature of such damage), as well as supporting images or other documentation requested by Hudson's Bay. Hudson's Bay reserves the right to conduct an additional inspection at its own expense of the Inventory after the Inventory has been transferred to Buyer. If Hudson's Bay, acting reasonably and in good faith, agrees that more than 5% of the items in the Inventory are missing or materially damaged (based on the listed retail value of the auction), Hudson's Bay will reimburse Buyer in an amount equal to the confirmed discrepancy. By way of example, if Buyer wins an auction and pays a winning bid of $1,000, and the Hudson's Bay confirms that the Inventory is missing an item that is 10% of the value of the auction, Hudson's Bay will issue 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 Buyer may owe to Hudson's Bay (or B-Stock) or a credit to Buyers B-Stock account. Buyer shall have no rights to reimbursement other than as set forth above.
Resale of Inventory.
Your sales of Inventory to third-party entities (each, a subpurchaser) shall be subject to the following conditions: (i) your compliance with your obligations in these Terms and with all applicable laws, rules, ordinances and regulations, including applicable export laws and regulations; and (ii) the subpurchaser has signed a written agreement with you agreeing to be bound by terms and obligations at least as strict as those listed in these Terms, including the indemnity obligations and disclaimers inuring to the benefit of you and Hudson's Bay, and the requirements of any other regulatory agency or governmental body having jurisdiction over such subpurchaser. Upon request by Hudson's Bay, you shall provide to Hudson's Bay a copy of any such agreement with a subpurchaser.
Changes in Terms.
Hudson's Bay shall have the right at any time and without prior notice, at its sole discretion, to revise these Terms or to impose new terms and conditions with respect to access to or use of the Site. If we make material changes to these Terms of Purchase, we will notify you with an in-app message, by email, or by means of a notice on our Site. Such revisions and additions shall be effective immediately upon notice thereof, which may be given by any means, including but not limited to posting the revised or additional terms and conditions on the Site. The most current version of these Terms will supersede all previous versions and can be reviewed by clicking on the Terms of Use and Purchase located at the bottom of the pages of the Site. ANY ACCESS OR USE OF THE SITE BY YOU AFTER NOTICE OF REVISIONS OR ADDITIONS TO THESE TERMS SHALL CONSTITUTE AND BE DEEMED TO BE YOUR AGREEMENT TO SUCH REVISIONS OR ADDITIONS. No modification to these Terms by any party other than Hudson's Bay shall be valid or enforceable against Hudson's Bay unless expressly agreed to by Hudson's Bay in a writing signed by a duly authorized officer of Hudson's Bay. You agree to keep your email address and other contact information current at all times.
Termination.
Hudson's Bay shall also have the right without notice and at any time and for any or no reason to cease operation of the Site or any portion thereof, or any products or services offered through the Site, or to terminate any individual's right to access or use the Site or any portion thereof.
Compliance with Laws.
You agree to comply with all applicable laws, statutes, ordinances and regulations regarding your use of the Site and the Inventory, including those applicable to the liquidation, sale, resale, handling, recall, storage, export, disposal or recycling of the Inventory and you shall be solely responsible for all expenses, if any, including any taxes and fees imposed on the sales transaction, related to the purchase and disposition of the Inventory. You agree to obtain and maintain any and all permits, licenses, bonds, certificates, and other similar approvals required in connection with these Terms. You must be at least 18 years old to use the Site.
Errors; Content.
The text, images, photographs, graphics, logos, illustrations, descriptions, data, and other information or material provided on the Site, as well as the selection, assembly and arrangement thereof, are referred to collectively as the Content. Hudson's Bay does not guarantee that any Content, including price information and Inventory/product specifications, is accurate or complete. The Content, including auction Listings, may contain errors, omissions, or typographical errors or may be out of date. Hudson's Bay may change, delete, or update any Content at any time and without prior notice. Hudson's Bay reserves the right to suspend or revoke any Listing at any time and to correct any errors, inaccuracies or omissions (including after an auction has been completed).

The Content is provided for informational purposes only and is not binding on Hudson's Bay in any way except to the extent it is specifically indicated in these Terms to be so.

Unless otherwise noted, all Content is protected by copyrights, trademarks, service marks, and other proprietary rights that are owned by Hudson's Bay or by third parties that have licensed their use to Hudson's Bay. You may view the Content only for your personal information and, if you are a registered user of the Site, view the Content for purchase of Inventory on the Site, and for no other purpose, and you shall retain intact all copyright and other proprietary notices. Except as provided in the foregoing, neither Hudson's Bay nor its suppliers grants to you or any person any right to use, reproduce, copy, modify, transmit, display, publish, sell, license, create derivative works, publicly perform, or distribute by any means, method, or process whatsoever, now known or hereafter developed, any of the Content on or transmitted through the Site, including without limitation by transferring, downloading or otherwise copying any Content onto any disk drive or other storage medium. Any use of the Content, except as specifically permitted in these Terms or as otherwise expressly permitted in the Content or in a writing signed by Hudson's Bay, is strictly prohibited. You may not make use of any data mining, bots, spiders, automated tools or similar data gathering and extraction methods, directly or indirectly, on the Content or to collect any information from the Site or any other user of the Site.
Intellectual Property Rights.
All content included on this Site are owned by Hudson's Bay, our licensors or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any of the material on this Site. You must not access or use for any commercial purposes any part of this Site or any services or materials available through this Site.If you print, copy, modify, download or otherwise use or provide any other person or third party with access to any part of this Site in breach of these Terms, your right to use this Site will cease immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title or interest in or to this Site or any content on this Site is transferred to you, and all rights not expressly granted are reserved by Hudson's Bay. Any use of this Site not expressly permitted by these Terms is a breach of these Terms and may violate copyright, trademark and other laws.
Prohibited Uses.
You may use this Site only for lawful purposes and in accordance with these Terms. You agree not to use this Site:
1. In any way that violates any applicable federal, state, local or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
2. For the purpose of exploiting, harming or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information or otherwise.
3. To send, knowingly receive, upload, download, use or re-use any material in conflict with these Terms.
4. To engage in any fraudulent activity.
5. To transmit, or procure the sending of, any advertising or promotional material, including any junk mail, chain letter or spam or any other similar solicitation.
6. To impersonate or attempt to impersonate Hudson's Bay, a company employee, another user or any other person or entity (including, without limitation, by using e-mail addresses or screen names associated with any of the foregoing).
7. To engage in any other conduct that restricts or inhibits anyone's use or enjoyment of this Site, or which, as determined by Us, may harm Hudson's Bay or users of this Site or expose them to liability.
Additionally, you agree not to:
1. Use this Site in any manner that could disable, overburden, damage, or impair the site or interfere with any other party's use of this Site, including their ability to engage in real time activities through this Site.
2. Use any robot, spider or other automatic device, process or means to access this Site for any purpose, including monitoring or copying any of the material on this Site.
3. Use any manual process to monitor or copy any of the material on this Site or for any other unauthorized purpose without our prior written consent.
4. Use any device, software or routine that interferes with the proper working of this Site.
5. Introduce any viruses, trojan horses, worms, logic bombs or other material which is malicious or technologically harmful.
6. Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of this Site, the server on which this Site is stored, or any server, computer or database connected to this Site.
7. Attack this Site via a denial-of-service attack or a distributed denial-of-service attack.
8. Otherwise attempt to interfere with the proper working of this Site.
Monitoring and Enforcement.
We have the right to (i) take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of this Site and (ii) terminate or suspend your access to all or part of this Site for any or no reason, including without limitation, any violation of these Terms. Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone conducting illegal or unauthorized use of this Site. TO THE FULLEST EXTENT ALLOWED UNDER APPLICABLE LAW, YOU WAIVE AND HOLD HARMLESS HUDSON'S BAY AND ITS AFFILIATES, LICENSEES AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.
Third Party Links.
The Site may contain links and interactive functionality interacting with the Sites of third parties, including social sites, product manufacturers sites, advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third party Sites linked to this Site, you do so entirely at your own risk and subject to the terms and conditions of use for such Sites. Before enabling any sharing functions of this Site to communicate with any such Site or otherwise visiting any such Site, we strongly recommend that you review and understand the terms and conditions, privacy policies, settings and information-sharing functions of each such third-party Site. The links and interactive functionality for third-party sites on this Site do not constitute an endorsement by us of such third-party sites. Other sites may link to this Site with or without our authorization, and we may block any links to or from this Site. YOUR USE OF THIRD-PARTY SITES AND RESOURCES IS AT YOUR OWN RISK.
Prices.
Prices displayed on the Site are in either U.S. or Canadian dollars. Hudson's Bay reserves the right without prior notice to discontinue or change specifications and prices on Inventory that may be offered on the Site without incurring any obligation to you. Descriptions of, or references to, Inventory on the Site do not imply endorsement of the products contained in such Inventory, or constitute a warranty, by Hudson's Bay or its suppliers.

In the event that any Inventory (or products) are listed at an incorrect price, Hudson's Bay shall have the right to refuse or cancel orders placed for the Inventory (or products) listed at the incorrect price.
Omitted without implication.
Warranty Disclaimers; Limitation of Liability.
TO THE FULLEST EXTENT PROVIDED BY APPLICABLE LAW, THE Hudson's Bay WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THIS SITE OR ANY INVENTORY OR PRODUCTS OBTAINED THROUGH THIS SITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY SITE LINKED TO IT.

YOUR USE OF THIS SITE, ITS CONTENT AND ANY PRODUCTS OBTAINED THROUGH THIS SITE IS AT YOUR OWN RISK. THIS SITE, ITS CONTENT AND ANY PRODUCTS OBTAINED THROUGH THIS SITE ARE PROVIDED ON AN AS IS, WITH ALL FAULTS AND AS AVAILABLE BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER HUDSON'S BAY NOR ANY PERSON ASSOCIATED WITH Hudson's Bay MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THIS SITE. WITHOUT LIMITING THE FOREGOING, NEITHER Hudson's Bay NOR ANYONE ASSOCIATED WITH Hudson's Bay REPRESENTS OR WARRANTS THAT THIS SITE, ITS CONTENT OR ANY PRODUCTS OBTAINED THROUGH THIS SITE WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THIS SITE OR ANY PRODUCTS OBTAINED THROUGH THIS SITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

HUDSON'S BAY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE.

TO THE FULLEST EXTENT ALLOWED UNDER APPLICABLE LAW, Hudson's Bay, ITS AFFILIATES AND THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS, WILL NOT BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THIS SITE, ANY SITES LINKED TO IT, ANY CONTENT ON THIS SITE OR SUCH OTHER SITES OR ANY PRODUCTS OBTAINED THROUGH THIS SITE OR SUCH OTHER SITES, EVEN IF SUCH DAMAGES WERE FORESEEABLE.
Indemnification.
You agree to defend, indemnify, and hold harmless Hudson's Bay, and each of our affiliates, licensors, and service providers, and their respective affiliates and related entities and their respective directors, officers, employees, and agents from and against all claims, liabilities, losses, damages, judgments, awards, liabilities, costs, expenses and fees (including but not limited to reasonable attorneys' fees and court costs), arising out of or relating to (i) your breach of these Terms, (ii) your access to or use of the Site, (iii) your purchase, use, resale, handling, storage, disposal or recycling of the Inventory, including any recall of the Inventory, (iv) any infringement or misappropriation of any proprietary right by you, or (v) your negligence or intentional misconduct. The foregoing indemnification obligation shall survive each purchase transaction and termination of these Terms.
Force Majeure
Hudson's Bay and its suppliers shall not be liable for any nonperformance or delay in performance caused by any act beyond its reasonable control, including but not limited to acts or omissions of third parties, unavailability of supplies, equipment failure, war, strikes, lock-outs, fire, flood, or any other Act of God, any law, regulation, ordinance, or other act or order of any court, government, or governmental agency, or delays, unavailability, errors, or other failures of the Internet or other data networks.
Governing Law.
These Terms shall in all respects be interpreted, construed, and governed in accordance with the laws of New York, regardless of the place of execution, negotiation or performance (without giving effect to any conflict of law principles under New York law). The parties agree that any and all claims arising under this agreement or relating thereto shall be heard and determined either in the United States District Court for the Southern District of New York or in the courts of the State of New York located in the City and County of New York, and the parties hereby agree to submit themselves to the personal jurisdiction of those courts.
Arbitration.
Any dispute or claim arising out of or relating in any way to your use of this Site, to any purchases made through this Site, or to the sale of any products or services sold or distributed by Hudson's Bay on this Site, will be resolved bybinding arbitration, rather than in court,except that you may assert claims in small claims court if your claims qualify. In addition, each party retains the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party's copyrights, trademarks, trade secrets, patents, or other intellectual property rights. The Federal Arbitration Act and federal arbitration law apply to these Terms to arbitrate.

There is no judge or jury in arbitration and court review of an arbitration award is very limited.The scope of discovery is more limited in arbitration than in court. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages), and must follow the terms of these Terms as a court would.

To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to Hudson's Bays Registered Agent/Legal Department, located at 6501 Legacy Drive, Plano, Texas 75024. The arbitration will be conducted by the American Arbitration Association (AAA) under its rules, including the AAA's Consumer Arbitration Rules. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The AAA's rules are available atwww.adr.org.Payment of all filing, administration and arbitrator fees will be governed by the AAA's rules. We will reimburse all such filing, administration and arbitrator fees for claims totaling less than $10,000 unless the arbitrator determines the claims are frivolous. Likewise, Hudson's Bay will not seek attorneys' fees and costs in arbitration unless the arbitrator determines the claims are frivolous. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the county where you live or at another mutually agreed location.

We each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. We each hereby waive our right to participate in any class action, whether in court or arbitration. If for any reason a claim proceeds in court rather than in arbitration we each waive any right to a jury trial.
Waiver and Severability.
No waiver by Hudson's Bay of any term or condition set forth in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Hudson's Bay to assert a right or provision under these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the these Terms will continue in full force and effect.
Entire Agreement.
These Terms, including our Privacy Policy constitute the sole and entire agreement between you and Hudson's Bay Company, and its affiliates, with respect to this Site and the sale of the Inventory, and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to this Site and the sale of the Inventory.

HBC Wholesale: Hudson Bay Company Outlet | B-Stock Liquidation Auctions

Hudson's Bay Liquidation Auctions Terms of Purchase and Use