Terms of Purchase
1. Acceptance of Terms of Purchase
1.1. Acceptance of Terms
These terms of purchase (“Terms of Purchase”) are an ongoing contract between you and CExchange, LLC ("CExchange" or “we”) and govern your use of CExchange's online liquidations website located at https:// liquidations.alltechwholesale.com (the "Site"), hosted and configured by B-Stock Solutions, Inc. ("BStock"). You may use the Site to purchase products from CExchange in consideration of the mutual promises set forth herein and such other good and valuable consideration. These Terms of Purchase govern your purchase of products from the Site. By checking the "I agree to the Terms of Purchase" box and clicking on the "I Accept" icon each time you log into the Site, you accept and agree to be bound by these Terms of Purchase. If you do not agree to these Terms of Purchase, do not bid on or purchase products from the Site.
1.2. Modification of Terms
We reserve the right, from time to time, with or without notice to you, to change these Terms of Purchase in our sole and absolute discretion. The most current version of these Terms of Purchase can be reviewed by clicking on "Terms of Purchase" located at the bottom of the pages of the Site. The most current version of the Terms of Purchase will supersede all previous versions. Your use of the Site or continued purchases after changes constitute your notice of, and agreement to be bound by, such changes. No purchase order or other documentation issued by you to CExchange will alter these Terms of Purchase unless signed by an authorized CExchange representative.
2. Additional Definitions
"Buyer" or "you" or "your" shall mean the individual who purchases products from CExchange through the Site under the terms described herein and the entity that such individual represents in making the purchase, if applicable.
A "Completed Purchase" occurs when (i) you have provided to CExchange all of the purchase information requested in the Email Notification in the manner specified in such Email Notification to complete your purchase and (ii) the Purchase Price for the products has been received in the CExchange account specified in the Email Notification.
“Email Notification” means the email you receive after you place the winning bid on products available for sale on the Site. The Email Notification will be sent to 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.
"Extended Auction" shall mean an auction where if a bid is entered within the final 10 minutes of the original end time, the auction will be extended by10 minutes. If a bid is then placed before the extended 10 minutes elapses, the auction will be extended again for 10 minutes and the listing will continue to be extended until there are no new bids placed within the final 10 minutes of the auction.
"Listing" or “Listings” shall mean the content on the Site associated with particular products, including, without limitation, the description and quantity of the products. CExchange shall have the right to modify or correct any Listing at any time and such modification shall be binding on any purchase of any products purchased after such modification had been made.
"Promotional Content" shall mean any and all information, service or content provided by CExchange or its agents in any medium in connection with these Terms of Purchase, including promotional content and any Listing displayed on the Site.
3. Auction Process
Products have been returned by customers and have been previously shipped. The condition of the products will vary and standard designations regarding a product's condition will be set forth in the Listing. The conditions of the products are described in the Listing to the best of CExchange’s ability. CExchange attempts to be as accurate as possible. However, CExchange does not warrant that Listings are accurate, complete, reliable, current, or error-free. The quantity of actual products in each lot may vary of up to two percent (2%) less or greater than the number set forth in the Listing and may include up to five percent (5%) more damaged items than designated as “Damaged” in the Listing. Accessories such as cables and instructions may or may not be included.
3.2. Auction Process
Products will be sold pursuant to the auction process set forth in this Section 3 (the "Auction"). If you wish to bid on products, you will be required to enter your bid amount. By entering a bid on products you affirm and ratify that you accept all “Terms of Purchase” set forth herein. 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 "opening bid" and the "current 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 participated. CExchange 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.
3.3. Winning Bids
If your bid is deemed the winning bid at the end of an Auction for products, you agree to promptly purchase such products pursuant to the terms and instructions set forth in the Terms of Purchase and Email Notification. If you fail to register a Completed Purchase within two (2) business days of when the Email Notification is sent by CExchange, you forfeit any right to purchase such products and CExchange may deactivate your account and password so you can no longer access the Site and, CExchange, at our sole discretion, we may choose to (i) contact the next highest bidder in the Auction for such products and offer to sell such products to such bidder at such bidder's bid price or (ii) post such products on the Site for sale in a new Auction. In the event that you do not pay for any given winning bid, you may 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
4. Conditions to Sale; Payment
4.1. Purchase Price
We agree to sell your products for which you have posted the winning bid provided you pay the purchase price set by the winning bid for products in an Auction (the "Purchase Price") and all applicable taxes, and comply with the terms set forth in the Terms of Purchase and Email Notification. You agree to pay the Purchase Price and all applicable taxes for the products by wiring the full amount of the Purchase Price and such taxes to the CExchange account set forth in the wiring instructions included in the Email Notification. Your active participation on the Site affirms and ratifies your acceptance of all “Terms of Purchase” set forth herein including any subsequent conditions included in the Email Notification. Nothing in the Terms of Purchase shall otherwise obligate CExchange to sell 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. Canceled Bids and Purchases
Please note that there may be certain bids and purchases that CExchange is 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 at any time. Some situations that may result in your bid or purchase being canceled include, without limitation, inaccuracies or errors in product or bid information, or problems identified by the CExchange credit and fraud avoidance department. While we strive to provide accurate product and bid information, typographical or system errors may occur. In the event that bids for products are incorrectly listed or products are listed with incorrect information due to an error in quantity or other product information, CExchange shall have the right, at its sole discretion, to refuse or cancel any purchases placed for such products. In the event that CExchange must cancel a bid or purchase, CExchange 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 CExchange under the payment terms set forth in the Email Notification and on the Site. We may revise the payment terms from time to time in our sole and absolute discretion upon notice to you on the Site or in an email; 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, CExchange will sell, assign, transfer and convey to you all of CExchange's right, title and interest in and to the products and shall make such products available for removal by you or your agents in the manner set forth in Section 5 below.
4.4. Other Conditions
CExchange shall not be obligated to complete any sale or deliver any products to you unless and until you have submitted to CExchange an accurate and complete re-sale certificate in a form acceptable to CExchange.
4.5. Identification of CExchange
You shall not sell, lease or otherwise transfer or dispose of any of the products, unless you first Demanufacture such products. "Demanufacture" means, in accordance with CExchange's specifications, either (a) to remove, if possible, all of the identifying marks, including, but not limited to, CExchange's or its affiliates' names, logos, serial numbers, UPC numbers, RA numbers, and other identifying marks (including without limitation, tags, labels, price stickers, bar codes, or other carton or packaging markings) from the packaging and (b) to clearly and conspicuously mark the packaging so that it is readily apparent and obvious that the products have been through a salvage process. Although you should not have access to any CExchange customer information, including without limitation, sales receipts, addresses, phone numbers and credit card numbers, if you receive any such information that may be included with the products, you will remove, delete and destroy such information. You shall not under any circumstances (i) identify CExchange, its parent or any of its affiliates or divisions as the source of the products; (ii) advertise the products using any name relating to CExchange, its parent or any of its divisions or affiliates, or any of its or their private labels, in any manner; (iii) make reference to CExchange or its parent or any of its affiliates or divisions in any signing or advertising; (iv) make reference to a membership warehouse as the source of the products; or (v) advertise the products using any name related to CExchange's suppliers.
5. Removal and Acceptance of Products
5.1. Removal and Shipment of Products
The products purchased by you shall be made available to you for receipt at the specific facility identified in the Email Notification (the "Inventory Location") at a time mutually agreed to by you and CExchange (the "Pickup Time"). You or your agent must schedule the Pickup Time by contacting CExchange pursuant to the instructions set forth in the Email Notification. You must use dock height trucks to take possession of the products at our premises. Use of a “pick-up truck,” rental moving truck or other non-commercial vehicle to take possession of products is not permitted. Pallets may not be broken down on the dock or anywhere on our premises. You must accept the pallets in complete shrink wrapped condition. You shall be solely responsible for removal of the products from our premises and for all shipping arrangements (including, without limitation, permits, costs and licenses), expenses (including, without limitation, insurance) and labor. Your employees, equipment, and property, and that of your agents, enter and remain on our premises entirely at your risk as regards any and all hazards excepting only those found to be caused solely by CExchange's gross negligence. While on our premises, your employees and agents must observe all rules and regulations of CExchange and/or any facility identified as the Inventory Location in the Email Notification. You shall remove all products from the Inventory Location within three (3) business days of the Completed Purchase of such products. If you fail to remove such products within three (3) business days of the Completed Purchase of such products, CExchange may choose to keep such products, list such products for auction on the Site and refund to you the Purchase Price you paid to CExchange less (i) a storage charge of $10 per pallet per each of the days CExchange held the products for you after you registered a Completed Purchase and (ii) a restocking fee of ten percent (10%) of the Purchase Price.
5.2. Title; Risk of Loss
Title to the products shall remain with CExchange until you take possession of the products at the Inventory Location. You expressly acknowledge that risk of loss and liability for the products shall pass to you upon your or your agent's receipt of the products at the Inventory Location. You or your agent shall have the right to count the number of pallets containing the products to confirm the quantity of pallets matches the shipping manifest prior to accepting possession. You expressly acknowledge and agree that you shall have no right to refuse or return the products after accepting possession of the products at the Inventory Location.
Your acceptance of possession of the products from CExchange pursuant to Section 5.2 shall constitute an unqualified acceptance of the products and a waiver by you of all claims with respect thereto except as set forth in Section 5.4. All sales are final. No returns or refunds are allowed.
CExchange will generally mark all boxes containing products with a summary of contents and quantities contained therein. You shall have ten (10) days from the date of removal of products from CExchange's Premises in accordance with Section 5.1 and 5.2 to inspect the shipment for any discrepancies in the stated quantity and report such discrepancy to CExchange in writing. CExchange reserves the right to conduct an additional inspection at its own expense. If CExchange agrees that an under-delivery has occurred above and beyond the stated potential five percent (5%) shortage, CExchange will reimburse you for any acknowledged under-delivery above and beyond the stated expected five percent (5%) shortage. Such reimbursement may be in the form of an offset against any payments you may owe to CExchange, at CExchange's discretion. Following such ten (10) day inspection period, you shall no longer have the right to claim any reimbursement for under-delivery.
5.5. 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 products to Buyer and to consummate the transactions contemplated herein.
Each party acknowledges that by reason of its relationship to the other party hereunder it will have access to certain information and materials concerning the other party's business that are confidential and of substantial value to such party, which value would be impaired if such information were disclosed to third parties. In particular, the parties hereto acknowledge that the information regarding the Purchase Price and any particular sale are confidential to CExchange. Each party shall take every reasonable precaution to protect the confidentiality of such information. Notwithstanding the foregoing, you understand that BStock will have access to confidential information pertaining to you. You may not make any public announcement about these Terms of Purchase without CExchange'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 the other party's confidential information, or (iii) released to the public through no action or inaction by the receiving party, will not be considered confidential information hereunder. The receiving party may disclose the disclosing party's confidential information upon the order of any court of competent jurisdiction or as otherwise required by law or legal process, provided that prior to such disclosure the receiving party shall inform the disclosing party of such order, if permitted by law, in order to provide the disclosing party with an opportunity to contest such order or to seek such other protective action as the disclosing party may elect. This Section 6 shall survive each purchase transaction hereunder.
You shall indemnify and hold CExchange and BStock and their respective subsidiaries, affiliates, members, managers, officers, directors, agents, and employees, harmless 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, (ii) any sale, use or handling of the products or (iii) any breach of these Terms of Purchase.
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 PRODUCTS ARE PROVIDED BY CEXCHANGE TO YOU "AS IS", “WITH ALL FAULTS” AND "WHERE IS" AND CEXCHANGE DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE PRODUCTS OR ANY OTHER MATTER, INCLUDING WITHOUT LIMITATION THE PRODUCTS' CONDITION OR QUALITY OR THE WARRANTIES OR CONDITIONS OF NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE. YOU ACKNOWLEDGE, BY YOUR USE OF THE SITE, THAT YOUR USE OF THE SITE IS AT YOUR SOLE RISK. CEXCHANGE AND ITS AFFILIATES WILL NOT BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES OF ANY KIND, OR LOSS OF GOODWILL, CUSTOMERS OR PROFITS, ARISING OUT OF OR RELATED TO THESE TERMS, EVEN IF CEXCHANGE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL CEXCHANGE'S LIABILITY FOR ANY AND ALL LOSSES OR DAMAGES ARISING FROM OR RELATED TO THESE TERMS OF PURCHASE, EXCEED THE PURCHASE PRICE PAID BY YOU TO CEXCHANGE FOR THE PRODUCTS AT ISSUE. CEXCHANGE SHALL NOT BE HELD LIABLE FOR ANY ERROR IN A LISTING THAT CEXCHANGE CORRECTS PRIOR TO THE PURCHASE OF THE PRODUCTS TO WHICH THAT LISTING APPLIES. THESE LIMITATIONS OF LIABILITY SHALL SURVIVE EACH PURCHASE TRANSACTION AND ANY TERMINATION OF THIS AGREEMENT. Some states do not allow the exclusion or limitation of incidental, consequential or special damages, or the exclusion of implied warranties. Therefore some of the limitations set forth in this section may not apply to you.
9. Use of the Site
10. Breach of Terms of Purchase
If you fail to comply with any term or condition in these Terms of Purchase, CExchange may immediately terminate your account, deactivate your password and/or seek any other remedy available to CExchange or its affiliates.
11. General Provisions
These Terms of Purchase will be governed by the laws of the State of Texas, without reference to its choice of law rules. Any action or proceeding arising out of, related to, or in any way involving, the Terms of Purchase and/or your participation in or involvement with the Site must be brought in the state or federal courts located in Dallas County, Texas and, by conducting business with CExchange, you consent to the exclusive personal jurisdiction of such courts. 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 the Terms of Purchase.
Except as expressly provided herein, the Terms of Purchase do not confer any rights or privileges upon any third party.
CExchange shall not be liable to you for failure or delay in performance hereunder due in whole or in part to an act of God, strike, lockout or other labor dispute, civil commotion, sabotage, fire, flood, explosion, acts of any government, unforeseen shortages or unavailability of fuel, power, transportation, or supplies, and any other causes which are not within CExchange's reasonable control, whether or not of the kind specifically enumerated above.
These Terms of Purchase were last updated on April 7, 2013. Please check our Terms of Purchase periodically for changes.
Use of this Site
All materials, including images, text, illustrations, designs, icons, photographs, programs and written and other materials that are part of this Site (collectively, the "Contents") are intended solely for your own personal, non-commercial use. You may download or copy the Contents and other downloadable materials displayed on the Site for your personal use only. No right, title or interest in any downloaded materials or software is transferred to you as a result of any such downloading or copying. You may not reproduce (except as noted above), publish, transmit, distribute, display, modify, create derivative works from, sell or participate in any sale of or exploit in any way, in whole or in part, any of the Contents, the Site or any related software. All software used on this Site is the property of CExchange, BStock or their respective suppliers and protected by U.S. and international copyright laws. The Contents and software on this Site may be used only as a resource for choosing inventory products for purchase and purchasing such products. Any other use, including the reproduction, modification, distribution, transmission, republication, display, or performance, of the Contents on this Site is strictly prohibited.
You agree to use the Site and any service at your sole risk and that CExchange and its affiliates shall have no liability to you for Content that may be deemed offensive, indecent, or objectionable.
You must be 18 years of age to use this Site. By using this Site and agreeing to these Terms and Conditions, you represent and warrant you are at least 18 years of age. You are prohibited from violating or attempting to violate the security of the Site, including, without limitation, (a) accessing data not intended for such user or logging onto a server or an account which the user is not authorized to access; (b) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization; (c) attempting to interfere with service to any user, host or network, including, without limitation, via means of submitting a virus to the Site, overloading, "flooding," "spamming," "mailbombing" or "crashing;" (d) sending unsolicited email, including promotions and/or advertising of products or services; or (e) forging any TCP/IP packet header or any part of the header information in any email or newsgroup posting. Violations of system or network security may result in civil or criminal liability. CExchange will investigate occurrences that may involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting users who are involved in such violations. You agree not to use any device, software or routine to interfere or attempt to interfere with the proper working of this Site or any activity being conducted on this Site. You agree, further, not to use or attempt to use any engine, software, tool, agent or other device or mechanism (including without limitation browsers, spiders, robots, avatars or intelligent agents) to navigate or search this Site other than the search engine and search agents available from CExchange on this Site and other than generally available third party web browsers (e.g., Google Chrome and Microsoft Explorer).
You acknowledge that the purchased goods licensed or sold on the Site, which may include technology and software, are subject to the customs and export control laws and regulations of the United States of America and may also be subject to the customs and export laws and regulations of the country in which the products are manufactured and/or received. By purchasing, downloading or using technology or software from the Site, you agree to abide by the applicable laws, rules and regulations, including, without limitation, the Export Administration Act and the Arms Export Control Act, and you represent and warrant that you will not transfer, by electronic transmission or otherwise, the software or technology to a foreign national or a foreign destination in violation of the law.
Copyrights and Trademarks
Unless otherwise noted, all Contents are copyrights, trademarks, trade dress and/or other intellectual property owned, controlled or licensed by CExchange, one of its affiliates or by third parties who have licensed their materials to CExchange and are protected by U.S. and international copyright laws. The compilation (meaning the collection, arrangement, and assembly) of all Contents on this Site is the exclusive property of CExchange and is also protected by U.S. and international copyright laws.
CExchange and its suppliers and licensors expressly reserve all intellectual property rights in all text, programs, products, processes, technology, content and other materials which appear on this Site. Access to this Site does not confer and shall not be considered as conferring upon anyone any license under any of CExchange's or any third party's intellectual property rights.
The CExchange name and logo and all related product and service names, design marks and slogans are the trademarks or service marks of CExchange, LLC. All other marks are the property of their respective companies. No trademark or service mark license is granted in connection with the materials contained on this Site. Access to this Site does not authorize anyone to use any name, logo or mark in any manner.
References on this Site to any names, marks, products or services of third parties or hypertext links to third party sites or information are provided solely as a convenience to you and do not in any way constitute or imply our endorsement, sponsorship or recommendation of the third party, information, product or service. We are not responsible for the content of any third party sites and does not make any representations regarding the content or accuracy of material on such sites. If you decide to link to any such third party web sites, you do so entirely at your own risk.
User Reviews, Feedback, Submissions
All reviews, comments, feedback, postcards, suggestions, ideas, and other submissions disclosed, submitted or offered to CExchange connection with your use of this Site (collectively, the "Comments") shall be and remain our property. Such disclosure, submission or offer of any Comments shall constitute an assignment to CExchange of all worldwide rights, titles and interests in all copyrights and other intellectual properties in the Comments.
Thus, we will own exclusively all such rights, titles and interests and shall not be limited in any way in our use, commercial or otherwise, of any Comments. CExchange will be entitled to use, reproduce, disclose, modify, adapt, create derivative works from, publish, display and distribute any Comments you submit for any purpose whatsoever, without restriction and without compensating you in any way. We are and shall be under no obligation (1) to maintain any Comments in confidence; (2) to pay to user any compensation for any Comments; or (3) to respond to any user Comments. You agree that any Comments submitted by you to us will not violate this policy or any right of any third party, including copyright, trademark, privacy or other personal or proprietary right(s), and will not cause injury to any person or entity.
Limitation of Liability
UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL OR EQUITABLE THEORY, WHETHER IN TORT, CONTRACT, STRICT LIABILITY OR OTHERWISE, SHALL CEXCHANGE OR ANY OF ITS AFFILIATES, EMPLOYEES, DIRECTORS, OFFICERS, AGENTS, VENDORS OR SUPPLIERS BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL LOSSES OR DAMAGES OF ANY NATURE ARISING OUT OF OR IN CONNECTION WITH THE USE OF OR INABILITY TO USE THE SITE. THESE LIMITATIONS APPLY EVEN IF WE HAVE BEEN EXPRESSLY NOTIFIED OF THE POTENTIAL LOSS. IN NO EVENT WILL CEXCHANGE BE LIABLE FOR ANY DAMAGES IN EXCESS OF THE FEES PAID BY YOU IN CONNECTION WITH YOUR USE OF THE SITE DURING THE SIX MONTH PERIOD PRECEDING THE DATE ON WHICH THE CLAIM AROSE.