Effective Date: February 1, 2023
PLEASE READ SECTION 10 (DISPUTE RESOLUTION) CAREFULLY. IT AFFECTS YOUR RIGHTS AND WILL HAVE A SUBSTANTIAL IMPACT ON HOW CLAIMS OR DISPUTES WILL BE RESOLVED. BY USING THE SERVICES, YOU AGREE TO BE BOUND BY THE DISPUTE RESOLUTION POLICIES DESCRIBED IN SECTION 10.
- Privacy and Data Security; Account Information
- Your Use of the Services
- Terms of Bidding
- User Submissions, Feedback and Information
- Copyright Policy
- Links to Other Sites
- Disclaimer; Limitation of Liability; Indemnity
- Governing Law; Dispute Resolution
- User Outside the United States
- Modifications to Terms
- Contract Sales
- Questions and Contact Information
1. Privacy and Data Security; Account Information
Some use of the Services requires that you create a Company Account and User Account. 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.
B-Stock is an intermediary that provides the Services through which buyers may purchase Inventory from sellers. B-Stock does not sell Inventory, and is not a party to any purchase and sale transaction, but merely 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 does endorse any seller or buyer, and 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.
Unless otherwise noted, all text, graphics, user interfaces, visual interfaces, photographs, trademarks, logos, sounds, music, artwork, and computer code (collectively, “Content”), including but not limited to the design, structure, selection, coordination, expression, “look and feel” and arrangement of such Content, contained in the Services is owned, controlled or licensed by or to B-Stock and is protected by trade dress, copyright, patent and trademark laws, and various other intellectual property rights. “B-STOCK” and the B-Stock logos and designs are trademarks, service marks or trade dress (“Marks”) of B-Stock and may not be used in connection with any product or service that is not B-Stock‘s or in a manner that is likely to cause confusion among customers. All other trademarks and service marks not owned by B-Stock that appear in the Services or on the Platform are the property of their respective owners. Access to the Services or Platform does not confer and shall not be considered as conferring upon anyone any license under any of B-Stock’s or any third-party’s intellectual property rights. B-Stock reserves all rights not expressly granted herein.
3. 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: (a) recording, copying or storing any Listing Data in any manner or for any purpose whatsoever, other than for the Permitted Uses; (b) 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; (c) using or referencing Listing Data in connection with any securities trading activities; or (d) incorporating Listing Data in any manner into used product pricing tools, dashboards, spreadsheets or other visualization products.
In connection with your use of the Services, you will not, and you will not assist, permit or enable others to, do any of the following:
- disassemble, reverse engineer, decode or decompile any part of the Services, including, without limitation, the online bidding engine and algorithmic pricing tools;
- use any robot, spider, scraper, data mining tool, data gathering or extraction tool, or any other automated means, to access, collect, copy or record the Services;
- display, mirror or frame the Services, or any individual element within the Services, B-Stock’s name, any B-Stock trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without B-Stock’s express written consent;
- copy, rent, lease, sell, transfer, assign, sublicense, modify, alter, or create derivative works of any part of the Services, the Content or any of our intellectual property;
remove any copyright notices or proprietary legends from the Services;
- take photos, screenshots or other images of the Services or otherwise extract reports and other output of the Services, other than records of your listing registrations and past purchases that you take via any download and related functionality provided on the Services;
- use the Services in a manner that impacts the stability of our servers, the operation or performance of the Services or any other user’s use of the Services, or the behavior of other applications using the Services;
- attempt to probe, scan, or test the vulnerability of any B-Stock system or network or breach any security or authentication measures;
send unsolicited email, including promotions and/or advertising of products or services;
- use the Services in any manner or for any purpose that violates any applicable law, regulation, legal requirement or obligation, contractual obligation, or any right of any person including, but not limited to, intellectual property rights, rights of privacy and/or rights of personality, or which otherwise may be harmful (in our sole discretion) to us, our providers, our suppliers or users;
- use the Services in competition with us, to develop competing products or services, or otherwise to our detriment or commercial disadvantage;
- use the Services for benchmarking or competitive analysis of the Services;
- attempt to interfere with, compromise the system integrity or security of, or decipher any transmissions to or from, the servers running the Services;
- interfere with or damage the Services, including, without limitation, through the use of viruses, cancel bots, Trojan horses, harmful code, flood pings, denial-of-service attacks, packet or IP spoofing, forged routing or electronic mail address information or similar methods or technology;
- impersonate another person or misrepresent your affiliation with a person or entity, hide or attempt to hide your identity, or otherwise use the Services for any invasive or fraudulent purpose, including, for example, for domain spoofing or other forms of phishing;
- bypass the measures we may use to prevent or restrict access to the Services or enforce limitations on use of the Services or the content therein, including without limitation features that prevent or restrict use or copying of any content;
- identify us or display any portion of the Services on any site or service that disparages us or our products or services, or infringes any of our Intellectual Property or other rights;
- engage in any form of shill bidding, including collusion, bid manipulation and bidding on items that you, or a party affiliated with you, are selling;
- arrange for or engage in transactions or payments for Inventory outside of the B-Stock platform, or contact a seller for the purpose of circumventing the Platform;
- misuse, exploit or abuse our dispute policies or take other action that in our sole discretion overburdens, misuses, exploits or abuses the Services;
- post, publish or otherwise communicate any content or message that is defamatory, offensive, promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group, or is violent or threatening or promotes violence or actions that are threatening to any other person.
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.
B-Stock reserves the right, at any time, without notice: (1) to modify, suspend or terminate operation of or access to the Services, or any portion of the Services, for any reason; (2) to modify or change the Services, or any portion of the Services, and any applicable policies or terms; and (3) to interrupt the operation of the Services, or any portion of the Services, as necessary to perform routine or non-routine maintenance, error correction, or other changes.
The Services are not intended for the use of children under 18 and no such person is authorized to use them. By using the Services, you are representing that you are at least 18 years old and that you are of legal age to enter into legal agreements.
4. Terms of Bidding
“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 on Schedule A 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 these Terms of Bidding, 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 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”). 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.
4.2.3. Winning Bids. If your bid is deemed the Winning Bid at the end of the Listing for certain Inventory, 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. 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.
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.
In the event you either failed to pay in full for any given Winning Bid or violated these or a Seller’s Terms, you may be subject to additional fees or have your account suspended or deactivated.
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. 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.”
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 marketplace 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 marketplaces powered by B-Stock.
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.
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.
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.
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, or the 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.
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.
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.
See Contract Sale Program Terms for more information about payments 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.
4.5. Promotional Content Disclaimer
YOU AGREE AND ACKNOWLEDGE THAT NEITHER SELLER NOR B-STOCK MAKES ANY GUARANTY OF THE ACCURACY, CORRECTNESS OR COMPLETENESS OF ANY PROMOTIONAL CONTENT AND ARE 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.
5. User Submissions, Feedback and Information
Your provision of a Submission constitutes a warranty and indemnity that you have sufficient license and/or other rights in the content to allow all desired use by B-Stock. You consent to the use by B-Stock of the information and represent and warrant that it is submitted in compliance with all applicable laws. You are responsible for any Submission you provide and for any consequences arising therefrom.
6. Copyright Policy
B-Stock respects the intellectual property rights of others. If you believe that any content appearing on the Platform is being used in a manner that constitutes copyright infringement, please follow the procedures set forth in our B-Stock Solutions Copyright Infringement Policy.
- References to Third Parties; Links to Other Sites
The Services may contain references to third parties or links to other independent third-party websites (“Linked Sites”). These Linked Sites are provided solely as a convenience to our Users. Such Linked Sites are not under B-Stock’s control, and B-Stock is not responsible for and does not endorse the content of such Linked Sites, including any information or materials contained on such Linked Sites.
8. Disclaimer; Limitation of Liability; Indemnity
THE SERVICES, ALL CONTENT AND INVENTORY OFFERED THROUGH THE SERVICES ARE PROVIDED “AS IS, AS AVAILABLE.” IN ADDITION, AND TO THE FULLEST EXTENT PERMITTED BY LAW, B-STOCK DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF ACCURACY, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. B-STOCK DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, B-STOCK SHALL HAVE NO LIABILITY FOR ANY DAMAGES OR LOSSES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, LOSS OF MONEY, GOODWILL OR REPUTATION, PROFITS, OTHER INTANGIBLE LOSSES, OR ANY SPECIAL, DIRECT, INDIRECT, OR CONSEQUENTIAL DAMAGES RESULTING DIRECTLY OR INDIRECTLY FROM THE FOLLOWING, EVEN IF B-STOCK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES:
- ANY INFORMATION OR CONTENT YOU PROVIDE (DIRECTLY OR INDIRECTLY) USING THE SERVICES;
- YOUR USE OF OR YOUR INABILITY TO USE THE SERVICES;
- YOUR PURCHASE OF, USE OF, OR INABILITY TO USE INVENTORY, INCLUDING BUT NOT LIMITED TO ANY INJURY OR DEATH INCURRED AS A RESULT OF THE
- USE OR INABILITY TO USE INVENTORY;
- DELAYS OR DISRUPTIONS IN PROVISION OF THE SERVICES;
- VIRUSES OR OTHER MALICIOUS SOFTWARE OBTAINED BY ACCESSING OR LINKING TO THE SERVICES;
- GLITCHES, BUGS, ERRORS, OR INACCURACIES OF ANY KIND IN THE SERVICES;
- DAMAGE TO YOUR HARDWARE DEVICE FROM THE USE OF THE SERVICES;
- THE CONTENT, ACTIONS, OR INACTIONS OF THIRD PARTIES, INCLUDING AS RELATED TO INVENTORY LISTED ON THE SERVICES; AND
- A SUSPENSION, DEACTIVATION OR OTHER ACTION TAKEN WITH RESPECT TO YOUR ACCOUNT OR PASSWORD.
IN NO EVENT SHALL B-STOCK’S LIABILITY 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.
The above disclaimer applies to any damages, liability or injuries, whether for breach of contract, tort, negligence or any other cause of action.
BY ACCESSING THE SERVICES, YOU UNDERSTAND THAT YOU MAY BE WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE AT THIS TIME UNKNOWN OR UNSUSPECTED. ACCORDINGLY, YOU AGREE TO WAIVE THE BENEFIT OF ANY LAW, INCLUDING, TO THE EXTENT APPLICABLE, CALIFORNIA CIVIL CODE SECTION 1542, THAT OTHERWISE MIGHT LIMIT YOUR WAIVER OF SUCH CLAIMS.
Some jurisdictions do not allow the exclusion of certain warranties or the exclusion or limitation of liability for consequential or incidental damages, so these limitations may not apply to you.
B-Stock may disclose any information we have about you (including your identity) if we determine that such disclosure is necessary in connection with any investigation or complaint regarding your use of the Services, or to identify, contact or bring legal action against someone who may be causing injury to or interference with (either intentionally or unintentionally) B-Stock’s rights or property, or the rights or property of visitors to or users of the Services. B-Stock reserves the right at all times to disclose any information that B-Stock deems necessary to comply with any applicable law, regulation, legal process or governmental request. B-Stock also may disclose your information when B-Stock determines that applicable law requires or permits such disclosure, including exchanging information with other companies and organizations for fraud protection purposes.
10. Governing Law; 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 party to this Agreement can bring legal action against another party to this Agreement without first participating in B-Stock Mediation, unless one party 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 party may initiate arbitration as set forth in this Section 10.
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 10 shall apply as follows:
PLEASE READ THE FOLLOWING SECTION CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH B-STOCK AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.
A party who intends to seek arbitration must first send a written notice of the dispute (“Notice”) to all other parties by certified U.S. Mail or by Federal Express (signature required) or, only if any other party has not provided a postal address, then by electronic mail, with a copy to B-Stock at [email protected]. The Notice must include a description of the nature and basis of the claims the party is asserting and the relief sought. The parties shall thereafter make good faith efforts to resolve the dispute directly, but if the parties do not reach an agreement to do so within thirty (30) days after the Notice is received, any party may commence an arbitration proceeding. A form for initiating arbitration proceedings is available on the AAA’s site at www.adr.org. In addition to filing this form with the AAA in accordance with its rules and procedures, you may send a copy to B-Stock at [email protected]. Any settlement offer made by a party, if any, shall not be disclosed to the arbitrator.
The arbitration hearing shall be held in the county in which the initiating party resides or at another mutually agreed location. If the value of the relief sought is $10,000 or less, any party may elect to have the arbitration conducted by telephone or based solely on written submissions, which election shall be binding on the parties subject to the arbitrator’s discretion to require an in-person hearing, if the circumstances warrant. In cases where an in-person hearing is held, you may attend by telephone, unless the arbitrator requires otherwise.
The arbitrator will decide the substance of all claims in accordance with applicable law, including recognized principles of equity, and will honor all claims of privilege recognized by law. The arbitrator shall not be bound by rulings in prior arbitrations involving different parties. The arbitrator’s award shall be final and binding and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.
No Class Arbitrations, Class Actions or Representative Actions. Any dispute will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action or any other type of representative proceeding. There will be no class arbitration or arbitration in which an individual attempts to resolve a dispute as a representative of another individual or group of individuals. Further, a dispute cannot be brought as a class or other type of representative action, whether within or outside of arbitration, or on behalf of any other individual or group of individuals.
Severability of Dispute Resolution; Arbitration. In the event the provisions in this Dispute Resolution Section are held invalid or unenforceable, then this Dispute Resolution Section, in its entirety, will cease to apply, and the parties will not be obligated to arbitrate any disputes.
11. Users Outside of the United States; Prohibited Parties
B-Stock and the Services are operated from the United States. Although the Services are accessible worldwide, not all features, products or services discussed, referenced, provided or offered through or on the Services are available to all persons or in all geographic locations, permitted to be used by all persons or entities (whether inside or outside the United States), or appropriate or available for use outside the United States. If you choose to access the Services from outside the United States or to use the Platform to transact with parties located outside the United States, you do so on your own initiative and at your own risk, and you are solely responsible for complying with applicable local laws. Further, by your use of the Services, you represent, warrant and covenant that (a) 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; (b) you will not re-export any goods or services to persons or entities prohibited from receiving exports; and (c) you shall not transact with any person or entity in violation of any U.S. export embargo, prohibition or restriction.
12. Confidential Information
Neither B-Stock nor a Seller 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 B-Stock’s or Seller’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 to Buyer and to consummate the transactions contemplated herein.
14. Modifications to Terms
SCHEDULE A: CONTRACT SALE PROGRAM TERMS
These Contract Sale Program Terms govern Contract Sale Agreements (as defined in the Agreement). In the event of any conflict between the terms in the Agreement 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.
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.
(a) 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).
(b) You must pay for each Installment within 1 (one) 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.
(c) If a deposit required above in subsection (a) or any payment for an Installment required in subsection (b) 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.
(d) You authorize B-Stock to apply your B-Stock balance to any Installments under this Contract Sale program.
(e) Please note that some Contract Sale Agreements may require particular payment methods or require you to be approved for net payment terms.
15.3. Installments and Orders
(b) 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.
(c) 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 4 below).
(d) 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.
(a) 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.
(b) If you intend to ship to multiple locations, contact B-Stock in advance for approval and to generate the shipping cost for each location.
(c) 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.
(d) You must have a valid Reseller 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 Reseller Certificate, the Inventory will be shipped to the approved address connected to your account.
(e) 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.
(f) 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.
15.5. 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. ,/p>
15.6. 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 B-Stock platform.
16. Questions and Contact Information
B-Stock Solutions, LLC. is located at:
2121 S El Camino Real, #500
San Mateo, CA 94403