TERMS OF PURCHASE
1. Acceptance of Terms of Purchase
1.1. Acceptance of Terms. These Terms of Purchase together with the Terms of Use constitute a binding, enforceable, ongoing contract between you, (“you” or “Buyer”), the vendor of any lot for which you are the winning bidder ("Vendor") and B-Stock Solutions, LLC ("B-Stock") ( "we") and apply to your use of B-Stock Solutions's online marketplace located at https://events.bstock.com (the "Site"), hosted and configured by B-Stock. You may purchase Inventory Products from Vendors via the Site in consideration of the mutual promises and such other good and valuable consideration and these Terms of Purchase govern your purchase of Inventory Products from Vendors selling through the Site. You are not buying anything from B-Stock even though you will be remitting payment to B-Stock for your purchases. B-Stock acts as an agent of the Vendor to collect payment on its behalf and your payment to B-Stock is your sole responsibility with respect to paying for the product you purchase. By checking the "I agree to the terms & conditions for this site" box each time you log into the Site, you accept and agree to be bound by these Terms of Purchase as well as the Terms of Use of the site. If you do not agree to these Terms of Purchase or the Terms of Use, you should not use the Site. In addition, every listing on the Site will include a link to additional Terms of Purchase specific to the Vendor offering the lot. By submitting a bid on any listing, you are agreeing to those supplemental Terms of Purchase for such listing.
2. Additional Definitions
2.1. "Buyer" or "you" or "your" shall mean the individual who purchases Inventory Products from any Vendor through the Site under the terms described herein and the entity that such individual represents in making the purchase, if applicable.
2.2. A "Completed Purchase" occurs when the Purchase Price for the Inventory Products has been received in the B-Stock account, as agent of Vendor, specified in the Email Invoice.
2.3. "Extended Bidding" shall mean the circumstance where the closing time of a Listing is extended by some number of minutes ("x") as a result of a bid being placed within a certain number of minutes ("y") prior to the current closing time of a Listing. The values of X and Y can differ from Listing to Listing. For example, if a bid is placed in the final Y minutes of the original end time for a particular Listing, the bidding period will be extended by X minutes. If a bid is then placed within Y minutes before the new end time, the bidding period will be extended again for X minutes until there are no new bids placed for that auction asset for Y minutes.
2.4. "Inventory Products" shall mean our vendors' inventory products that are available for purchase on the Site under the terms described herein.
2.5. "Listing" shall mean the content on the Site associated with particular Inventory Products offered by Vendors, including, but not limited to, the description and quantity of the Inventory Products. Our Vendors and B-Stock shall have the right to modify, correct or cancel any Listing at any time and such modification shall be binding on any purchase of any Inventory Products placed after such modification had been made.
2.6. "Promotional Content" shall mean any and all information, service or content provided by our vendors, B-Stock or their agents in any medium in connection with these Terms of Purchase, including promotional content and Listings to be displayed on the Site.
3. Sale Process
3.1. Inventory Products. Inventory Products are in various conditions. Such condition will be explained in the listing details. Products may be new, previously used and refurbished, or used and 'as-is', including defective. The specific condition of any Listing will be clearly disclosed within the description of such Listing.
3.2. Sale Process. B-Stock does not own, handle, inspect, or sell any Inventory Products on listed on the Site, rather B-Stock is a service provider and is an agent of our Vendors for Inventory Products listed on the Site. B-Stock will be your primary point of contact regarding all Listing, bidding, payment and customer service issues. Inventory Products will be sold pursuant to the process set forth in this Section 3 (the "Sale"). If you wish to bid on Inventory Products, you will be required to enter your bid amount. Your bid must be (i) in an amount equal to or greater than the "next bid required" and (ii) placed before the scheduled closing time for such Listing (including any additional time added for Extended Bidding). If your bid is deemed the winning bid you will receive an invoice by email from B-Stock (the "Email Invoice") at the email address you provided when you registered for your account, as updated by you from time to time by following instructions on the Site. 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 Sale in which you participated. Neither our vendors nor B-Stock is not responsible for the failure of an Email Invoice to reach a winning bidder for any reason, including, but not limited to, technical problems or other system error.
3.3. Winning Bids. If your bid is deemed the winning bid at the end of the Sale, you agree to remit payment for such Inventory Products within 48 hours pursuant to the Terms of Use, the Listing and the Email Invoice. Your payment will be made to B-Stock, not to Vendor. If you fail to pay for the Inventory Products by the deadlines set in the Terms of Use, you shall forfeit any right to purchase such Inventory Products and B-Stock may deactivate your account and password so you can no longer place bids on the Site and, at their sole discretion, may choose to (i) contact the next highest bidder in the Sale for such Inventory Products and offer to sell such Inventory Products to such bidder at such bidder's bid price or (ii) post such Inventory Products on the Site for sale in a new Listing.
3.4 Reserve Price. Your bid must meet or exceed the reserve price, if any. The reserve price, if any, remains confidential until a bid exceeds such amount.
4. Conditions to Sale; Payment
4.1. Purchase Price. In consideration for your payment of the purchase price for certain Inventory Products for which you have posted the winning bid in a Sale (the "Purchase Price"), shipping charges, all applicable taxes and Buyer's Premium for the Inventory Products to B-Stock, as agent of Vendor, in the manner and by the deadlines set forth in the these Terms of Purchase, any supplemental Terms of Purchase in the listing (or linked to from within a listing) and the Site’s Terms of Use, Vendor hereby agrees to sell to you such Inventory Products. Nothing in these Terms of Purchase or the Listings shall otherwise obligate Vendor or B-Stock to sell Inventory Products to you. You shall be responsible for all taxes, shipping and handling costs and any other expenses incurred in connection with your purchase hereunder.
4.2. Please note that there may be certain bids and purchases that Vendors or B-Stock are unable to accept and must cancel. We reserve the right, at our sole discretion, to refuse or cancel any bid or purchase for any reason. Some situations that may result in your bid or purchase being canceled include, but are not limited to, inaccuracies or errors in product or bid information, problems identified by B-Stock's credit and fraud avoidance departments or technical issues impacting the Site. While our vendors and B-Stock strive to provide accurate product and bid information, typographical or system errors may occur. In the event that bids for Inventory Products are incorrectly listed or Inventory Products are listed with incorrect information due to an error in quantity or other product information, either our Vendors or B-Stock shall have the right, at our sole discretion, to refuse or cancel any purchases of such Inventory Products. In the event that a bid or purchase must be cancelled, we will cancel your bid or purchase and notify you by email of such cancellation.
4.3. Payment Terms. You shall submit the Purchase Price to B-Stock under the payment terms set forth in the Terms of Use and the Listings on the Site. B-Stock will determine if your payment is complete according to the Terms of Use. Once it is complete, B-Stock will transmit a paid invoice email ("Paid Invoice") to you and the Inventory Products' custodian, which Paid Invoice will serve as an authorization to release the Inventory Products to you. B-Stock may revise the payment terms from time to time in its sole and absolute discretion upon notice to you; 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. Upon acceptance of such Purchase Price and the fulfillment of any other conditions to such sale described herein, Vendor will sell you the Inventory and shall make such Inventory Products available for removal by you or your agents in the manner set forth in Section 5 below.
5. Removal and Acceptance of Inventory products
5.1. Title; Risk of Loss. Title to the Inventory Products shall remain with Vendor until you take possession of the Inventory Products. You expressly acknowledge that risk of loss and liability for the Inventory Products shall pass to you upon your or your agent's receipt of the Inventory Products at your Location as given to us in your registration information or upon pickup by a carrier appointed by you, if you choose to use your own carrier or appointed by Seller if the Seller arranges the shipment. You or your agent shall have the right to count the number of pallets or containers containing the Inventory Products to confirm the quantity matches the shipping manifest prior to accepting possession. You expressly acknowledge and agree that you shall have no right to refuse or return the Inventory Products after accepting possession of the Inventory Products at your Location. If you fail to accept the delivery of such Inventory Products and they are returned to Vendor, B-Stock will have to re-initiate a new shipment. You will be responsible for paying for the cost of reshipment.
5.2. Acceptance. Your acceptance of possession of the Inventory Products from Vendor 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 5.3. ALL SALES ARE FINAL.
5.3. Inspection. You shall have twenty four (24) hours from the date of delivery of Inventory Products to you in accordance with Section 5.1 and 5.2. to inspect the shipment for any discrepancies in the stated quantity in the Listing and report such discrepancy to B-Stock in writing (to [email protected]). Vendor reserves the right to conduct an additional inspection at its own expense. If Vendor agrees that an underdelivery has occurred, Vendor will reimburse you for any acknowledged underdelivery. Such reimbursement may be in the form of an offset against any payments you may owe to B-Stock for Vendor merchandise, at Vendor's discretion. Following such twenty-four (24) hour inspection period, you shall no longer have the right to claim any reimbursement for underdelivery. You acknowledge that any dispute with respect to any purchase on the Site will be between you and the Vendor and B-Stock will have no responsibility to resolve such disputes on the Vendor’s behalf.
5.4. Further Assurances. Each party agrees that it will execute and deliver, or cause to be executed and delivered, all such other instruments, and it will take all reasonable actions, as may be necessary to transfer and convey the Inventory Products to Buyer and to consummate the transactions contemplated herein.
6. Privacy and Confidentiality
6.1. Confidential Information. Each of Vendor, B-Stock and you acknowledge that by reason of its respective relationship to the others hereunder it will have access to certain information and materials concerning those parties' that is confidential and of substantial value to those parties, which value would be impaired if such information were disclosed to third parties. Each party shall take every reasonable precaution to protect the confidentiality of such information. Notwithstanding the foregoing, you agree and acknowledge that B-Stock and Vendor will have access to confidential information pertaining to you, some of which may be disclosed in order to effect any transaction. You may not make any public announcement about these Terms of Purchase without B-Stock’s prior written approval and consent. Notwithstanding anything in this Section 6.1 to the contrary, any information (i) already in the public domain, (ii) independently developed by the recipient without the use of or access to another party's confidential information, or (iii) released 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. You acknowledge and consent that Vendor and B-Stock will post all winning bid prices on the Site in real time as each Sale occurs and that such prices will remain visible to all users of the Site. This Section 6 shall survive each purchase transaction hereunder.
7. Indemnity
7.1. To Vendor's knowledge no third party has any rights to, or claims in connection with, the Inventory Products.
7.2. You shall indemnify and hold harmless Vendor and B-Stock and their respective subsidiaries, affiliates, officers, directors, agents, and employees, from any claim, demand, action, losses and/or costs, including reasonable attorneys' fees, due to or arising out of (i) your use of the Site or (ii) any acquisition, use, handling or sale of the Inventory Products.
7.3. The indemnity obligation under this Section 7 shall survive each purchase transaction hereunder.
8. Warranty Disclaimer; Limitation of Liability EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS OF PURCHASE, THE INVENTORY PRODUCTS ARE PROVIDED BY VENDOR TO YOU "AS IS" AND "WHERE IS". IN ADDITION AND TO THE FULLEST EXTENT PERMITTED BY LAW, VENDOR AND B-STOCK DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE INVENTORY PRODUCTS, THE SERVICE, THE SITE OR ANY OTHER MATTER, INCLUDING WITHOUT LIMITATION THE INVENTORY PRODUCTS' CONDITION OR QUALITY OR THE WARRANTIES OR CONDITIONS OF NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE. NEITHER VENDOR NOR B-STOCK WILL BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES OF ANY KIND ARISING OUT OF OR RELATED TO THE TERMS OF USE OR THESE TERMS OF PURCHASE OR THE SITE, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL VENDOR OR B-STOCK'S LIABILITY FOR ANY AND ALL LOSSES OR DAMAGES RESULTING FROM THESE TERMS OF PURCHASE EXCEED THE PURCHASE PRICE PAID BY YOU TO VENDOR OR B-STOCK FOR THE INVENTORY PRODUCTS AT ISSUE. NEITHER VENDOR NOR B-STOCK SHALL BE LIABLE FOR ANY ERROR IN A LISTING. THIS LIMITATION OF LIABILITY SHALL SURVIVE EACH PURCHASE TRANSACTION AND SHALL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY HEREIN. NEITHER THE VENDOR NOR B-STOCK WARRANTS THAT THE SITE WILL BE UNINTERRUPTED OR ERROR FREE.
10. Breach of these Terms of Purchase If you fail to comply with any term or condition in these Terms of Purchase, B-Stock may immediately terminate your account, deactivate your password and seek any other remedy available to Vendor, B-Stock or its respective affiliates, without penalty or liability to you.
11. General Provisions
11.1. These Terms of Purchase will be governed by the laws of the State of California, without reference to its choice of law rules. No waiver of 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.
11.2. Force Majeure. Neither Vendor nor B-Stock shall 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, and any other causes which are not within Vendor's or B-Stock's reasonable control, whether or not of the kind specifically enumerated above.
