Terms of Purchase
These Terms of Purchase are an ongoing contract between you on the one hand, and each seller of Inventory (defined below) which you bid upon or purchase ("Seller") and SimpleLots, Inc. ("BulkSimple"), provider of the online marketplace located at http://www.BulkSimple.com (the "Site") and related services (the “Services”), on the other hand. These Terms of Purchase are in addition to the BulkSimple Terms of use. By placing a bid or purchasing Inventory, you agree to be bound by these Terms of Purchase as well as the Terms of Use. If you do not agree to these Terms of Purchase and the BulkSimple Terms of Use you may not bid upon or purchase Inventory.
1. Nature of Relationships
BulkSimple is an intermediary that provides a platform, including the Site and Services, through which Buyers may purchase Inventory from Sellers. BulkSimple 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. BulkSimple does not inspect, and makes no representations or warranties regarding, any Inventory. Further, BulkSimple does not recommend or endorse any Seller or Buyer, and makes no representations or warranties regarding any Seller or Buyer. You should exercise caution and use your independent judgment before bidding upon or purchasing Inventory.
2. Definitions
2.1 "Buyer" or "you" or "your" means the individual who purchases Inventory from a Seller through the Site under the terms described herein, and the separate legal entity that such individual represents in making the purchase, if applicable.
2.2 “Buyer’s Premium” means an amount equal to ten percent (10%) of the Winning Bid Amount on each completed Sale of Inventory.
2.3 A "Completed Purchase" occurs when the Purchase Price for the Inventory has been received in the BulkSimple account, on behalf of Seller, as specified in the Email Invoice.
2.4 “Email Invoice” means the invoice sent to you by BulkSimple via email as a result of your bid being the winning bid for Inventory, which shall include the winning bid amount, shipping and handling charges (in some cases), applicable taxes and Buyer’s Premium.
2.5 "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.
2.6 "Inventory" means a Seller’s products that are available for purchase on the Site under the terms described herein.
2.7 "Listing" means the content on the Site associated with particular Inventory, including, but not limited to, the description and quantity of the Inventory. Sellers and BulkSimple shall have the right to modify or correct any Listing at any time prior to the end time of the Listing and, unless a cancellation is made by BulkSimple or Seller pursuant to Section 4.2, such modification shall be binding on any purchase of any Inventory placed after such modification has been made.
2.8 "Promotional Content" means any and all information, service or content provided by Sellers, BulkSimple or their respective agents, in any medium, in connection with these Terms of Purchase, including promotional content and Listings to be displayed on the Site.
2.9 “Purchase Price” means, with respect to any Inventory, the Winning Bid Amount, Buyer’s Premium and all applicable shipping and handling charges and taxes.
2.10 “Winning Bid Amount” means, with respect to any Inventory, the highest bid placed for such Inventory at the final closing time for the auction of such Inventory. The Winning Bid Amount does not include shipping charges (if applicable), taxes or Buyer’s Premium, the payment for each of which Buyer shall remain liable for.
3. Sale Process
3.1 Inventory. Inventory offered through the Site exists in different conditions, including new, previously used and refurbished, or previously used and “as-is”, including defective. The specific condition of any particular Inventory should be disclosed by Seller within the Listing for such Inventory.
3.2 Sale Process. BulkSimple will be your primary point of contact regarding all Listing, bidding, payment and customer service issues. Inventory will be sold pursuant to the process set forth in this Section 3 (the "Sale"). If you wish to bid on Inventory, 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 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 Inventory for which you placed a bid. Neither Sellers nor BulkSimple are responsible for the failure of an Email Invoice to reach a you 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 within 48 hours of your receipt of the Email Invoice, unless the Listing or the Email Invoice indicates a later time at which payment is due. Your payment will be made to BulkSimple , on behalf of Seller, not to Seller directly. If you fail to pay for the Inventory by the deadline for payment, you shall forfeit any right to purchase such Inventory and BulkSimple 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 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 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 full payment of the Purchase Price to BulkSimple , as the limited payment agent of Seller, in the manner and by the deadlines set forth in the these Terms of Purchase, Seller hereby agrees to sell to you such Inventory. Nothing in these Terms of Purchase or any Listing shall otherwise obligate Seller or BulkSimple to sell Inventory to you. You shall be solely responsible for all taxes, shipping and handling charges and any other expenses incurred in connection with your purchase hereunder.
4.2 Cancellation. Please note that there may be certain bids and/or purchases that Sellers or BulkSimple are unable to accept and must cancel. 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 contained in Listings, or problems identified by BulkSimple’s credit and fraud avoidance departments. While Sellers and BulkSimple strive to provide accurate product and bid information, typographical or system errors may occur. Sellers or BulkSimple have the right, at our sole discretion, to refuse or cancel any purchases of Inventory for any reason. In the event that a bid or purchase must be refused or cancelled, we will notify you by email of such refusal or cancellation.
4.3 Payment Terms. You shall submit the Purchase Price to BulkSimple , on behalf of the Seller, under the payment terms set forth herein and in the applicable Listing and Email Invoice. BulkSimple will determine in its discretion if your payment is complete. Once it is complete, BulkSimple will transmit a paid invoice email ("Paid Invoice") to you and the Inventory’s Seller or custodian, which Paid Invoice will serve as an authorization to release the Inventory to you. BulkSimple 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 fulfilment of any other applicable conditions to sale, Seller will sell you the Inventory and shall make such Inventory available for removal by you or your agents in the manner set forth in Section 5 below.
5. Removal and Acceptance of Inventory
5.1 Title; Risk of Loss. Title to the Inventory shall remain with Seller until you have paid the Purchase Price and you or your agent take possession of the Inventory. You expressly acknowledge and agree that risk of loss and liability for the Inventory shall pass to you upon you or your agent taking possession of the Inventory at the location designated by you 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 containing the Inventory to confirm the quantity of pallets matches the shipping manifest prior to taking possession. Unless the quantity of pallets does not match the shipping manifest, if you fail or refuse to accept the delivery of such Inventory and the Inventory is returned to Seller, BulkSimple will re-initiate a new shipment, and you will be responsible for paying for the cost of reshipment. You expressly acknowledge and agree that you shall have no right to return the Inventory after taking possession of the Inventory, except as expressly set forth below.
5.2 Inspection; Acceptance. You shall have twenty-four (24) hours from the date you take possession of Inventory to inspect the Inventory for any discrepancies with the description of the Inventory contained in the Listing, and to report any discrepancies to BulkSimple . To report a discrepancy, you must click on the “problem” next to the respective order in your account or send an email to BulkSimple at CS@BulkSimple .com which identifies the Inventory and describes the purported discrepancies (“Discrepancy Report”). BulkSimple will thereafter forward the Discrepancy Report to the Seller. 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 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 an offset against any payments you may owe to BulkSimple for Seller merchandise, at Seller's discretion. If Seller does not agree that there was a discrepancy, or you and the Seller cannot agree on an amicable resolution, the dispute between you and Seller shall be resolved in accordance with the terms set forth in Section 11. If you have take possession of Inventory and do not submit a valid Discrepancy Report within the twenty-four (24) hour 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.
5.3 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 to Buyer and to consummate the transactions contemplated herein.
6. Confidential Information
Buyer acknowledges that BulkSimple and/or a Seller may provide to Buyer bank account information to facilitate payment of the Purchase Price, or other information that is identified as confidential at the time of disclosure or should reasonably be considered confidential based on the circumstances surrounding the disclosure and the nature of the information disclose (“Confidential Information”). Buyer agrees to: (i) hold in confidence and not disclose Confidential Information to third parties except as permitted by these Terms of Purchase and the Terms of Use; and (ii) use the Confidential Information only to fulfill its obligations and exercise its rights under these Terms of Purchase and the Terms of Use. Buyer may share Confidential Information with its employees, agents or contractors having a legitimate need to know (provided that Buyer remains responsible for such parties’ compliance with the terms of this Section 6). These confidentiality obligations do not apply to (and Confidential Information does not include) information that: (i) is or becomes public knowledge through no fault of Buyer; (ii) was known by Buyer prior to receipt of the Confidential Information; (iii) is rightfully obtained by Buyer from a third party without breach of any confidentiality obligation; or (iv) is independently developed by Buyer without using BulkSimple ’s or a Seller’s Confidential Information. Buyer may also disclose Confidential Information to the extent required by law or court order, provided it gives advance notice to BulkSimple or Seller, as applicable (if permitted by law), and cooperates in any effort by BulkSimple or Seller to obtain confidential treatment for the information. This Section 6 shall survive each purchase transaction hereunder, and any termination of these Terms of Purchase or the Terms of Use.
7. Representation and Warranty
Buyer represents and warrants that if it creates or uses a BulkSimple account on behalf of a business entity, including by placing a bid for Inventory, it is authorized to act on behalf of such business entity and to bind the business entity to these Terms of Purchase. Buyer further represents and warrant that all information it submits to BulkSimple or Seller in connection with the bidding upon or purchase of Inventory is true, complete and accurate.
8. WARRANTY DISCLAIMER; LIMITATION OF LIABILITY
EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS OF PURCHASE, THE SITE AND RELATED SERVICES, AND ALL INVENTORY IS PROVIDED TO YOU "AS IS" AND "WHERE IS". IN ADDITION, AND TO THE FULLEST EXTENT PERMITTED BY LAW, SELLER AND BULKSIMPLE DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE INVENTORY, THE SERVICE, THE SITE OR ANY OTHER MATTER, INCLUDING WITHOUT LIMITATION THE INVENTORY’S CONDITION OR QUALITY OR THE WARRANTIES OR CONDITIONS OF NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE. NEITHER THE SELLER NOR BULKSIMPLE WARRANTS THAT THE SITE OR RELATED SERVICES WILL BE UNINTERRUPTED OR ERROR FREE.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, BULKSIMPLE AND SELLERS (INCLUDING THEIR RESPECTIVE PARENTS, SUBSIDIARIES, AND AFFILIATES, AND OUR AND THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS AND EMPLOYEES) ARE NOT LIABLE, AND BUYER AGREES NOT TO HOLD BULKSIMPLE OR SELLER RESPONSIBLE, 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, INDIRECT, OR CONSEQUENTIAL DAMAGES) RESULTING DIRECTLY OR INDIRECTLY FROM THE FOLLOWING, EVEN IF BULKSIMPLE OR SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES:
(a) ANY INFORMATION OR CONTENT YOU PROVIDE (DIRECTLY OR INDIRECTLY) USING THE SITE OR SERVICES;
(b) YOUR USE OF OR YOUR INABILITY TO USE THE SITE OR SERVICES;
(c) 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;
(d) DELAYS OR DISRUPTIONS IN PROVISION OF THE SERVICES;
(e) VIRUSES OR OTHER MALICIOUS SOFTWARE OBTAINED BY ACCESSING OR LINKING TO THE SITE OR SERVICES;
(f) GLITCHES, BUGS, ERRORS, OR INACCURACIES OF ANY KIND IN THE SITE OR SERVICES;
(g) DAMAGE TO YOUR HARDWARE DEVICE FROM THE USE OF THE SITE OR SERVICES;
(h) THE CONTENT, ACTIONS, OR INACTIONS OF THIRD PARTIES, INCLUDING AS RELATED TO INVENTORY LISTED ON THE SITE; AND
(i) A SUSPENSION, DEACTIVATION OR OTHER ACTION TAKEN WITH RESPECT TO YOUR ACCOUNT OR PASSWORD.
IN NO EVENT SHALL SELLER’S OR BULKSIMPLE’'S LIABILITY FOR ANY AND ALL LOSSES OR DAMAGES RELATED TO THE USE OF THE SITE OR SERVICE, 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.
SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF WARRANTIES OR EXCLUSION OF DAMAGES, SO SUCH DISCLAIMERS AND EXCLUSIONS MAY NOT APPLY TO YOU.
9. RELEASE
IF YOU HAVE A DISPUTE WITH ONE OR MORE SELLERS, YOU RELEASE BULKSIMPLE (AND OUR AFFILIATES AND SUBSIDIARIES, AND OUR AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS) FROM ALL CLAIMS, DEMANDS AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES. IN ENTERING INTO THIS RELEASE YOU EXPRESSLY WAIVE ANY PROTECTIONS (WHETHER STATUTORY OR OTHERWISE) THAT WOULD OTHERWISE LIMIT THE COVERAGE OF THIS RELEASE TO INCLUDE ONLY THOSE CLAIMS WHICH YOU MAY KNOW OR SUSPECT TO EXIST IN YOUR FAVOR AT THE TIME OF AGREEING TO THIS RELEASE.
10. INDEMNIFICATION
YOU WILL INDEMNIFY AND HOLD BULKSIMPLE AND SELLERS (INCLUDING THEIR RESPECTIVE PARENTS, SUBSIDIARIES, AND AFFILIATES, AND OUR AND THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS AND EMPLOYEES) HARMLESS FROM ANY CLAIM OR DEMAND, INCLUDING REASONABLE LEGAL FEES, DUE TO OR ARISING OUT OF (A) YOUR BREACH OF THIS PURCHASE AGREEMENT OR THE USER AGREEMENT, (B) YOUR IMPROPER USE OF THE SITE OR SERVICES, (C) YOUR SUBSEQUENT SALE OF ANY INVENTORY, (D) YOUR BREACH OF ANY APPLICABLE LAW OR REGULATION, OR (E) YOUR INFRINGEMENT VIOLATION OF THE RIGHTS OF ANY THIRD PARTY.
11. DISPUTES
PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR RIGHTS AND WILL HAVE A SUBSTANTIAL IMPACT ON HOW CLAIMS OR DISPUTES WILL BE RESOLVED. IF YOU BID UPON, PURCHASE, OFFER FOR SALE, OR SELL INVENTORY THROUGH THE BULKSIMPLE SITE (ENTER INTO A “TRANSACTION”), ANY CLAIM OR DISPUTE THAT ARISES OUT OF OR RELATES TO THE TRANSACTION, WHETHER BETWEEN YOU AND BULKSIMPLE OR BETWEEN YOU AND A BUYER OR SELLER (AS APPLICABLE), SHALL BE RESOLVED IN ACCORDANCE WITH THE DISPUTE RESOLUTION PROCEDURES SET FORTH IN THE ALTERNATIVE DISPUTE RESOLUTION POLICY WITH RESPECT TO ANY OTHER CLAIM OR DISPUTE BETWEEN YOU AND BULKSIMPLE, SUCH CLAIM OR DISPUTE WILL BE RESOLVED EXCLUSIVELY BY A STATE OR FEDERAL COURT LOCATED IN THE STATE OF VIRGINIA, AND YOU AND BULKSIMPLE EACH AGREE TO SUBMIT TO THE PERSONAL JURISDICTION OF THE COURTS LOCATED WITHIN THE STATE OF VIRGINIA FOR PURPOSES OF LITIGATING ALL SUCH CLAIMS OR DISPUTES, AND WAIVE ALL OBJECTIONS TO PERSONAL JURISDICTION IN THE STATE OF VIRGINIA.
12. General Provisions
12.1 Governing Law. These Terms of Purchase will be construed in accordance with and governed exclusively by the laws of the State of Virginia applicable to agreements made among Virginia residents and to be performed wholly within such jurisdiction, regardless of such parties’ actual domiciles.
12.2. Independent Contractors. These Terms of Purchase does not create, and nothing contained in These Terms of Purchase will be deemed to establish a joint venture between any of the parties, or the relationship of employer-employee, partners or principal-agent. Further, no party will have the power to bind any other party without the other’s prior written consent nor make any representation that it has any such power.
12.3 Severability; Headings. If any provision herein is held to be invalid or unenforceable for any reason, the remaining provisions will continue in full force without being impaired or invalidated in any way. The parties agree to replace any invalid provision with a valid provision that most closely approximates the intent and economic effect of the invalid provision. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.
12.4 Force Majeure. If performance hereunder is interfered with by any condition beyond a party’s reasonable control, such as an act of God, the affected party will be excused from such performance to the extent of such condition.
12.5 Entire Agreement; Waiver. These Terms of Purchase, including all agreements referred to and incorporated herein, sets forth the entire understanding and agreement of the parties, and supersedes any and all oral or written agreements or understandings between the parties. The waiver of a breach of any provision of these Terms of Purchase will not operate or be interpreted as a waiver of any other or subsequent breach. In the event of a conflict between these Terms of Purchase and the Terms of Use, the provisions of these Terms of Purchase shall control.
12.6 Changes to Terms of Purchase. BulkSimple may alter Terms of Purchase at any time by providing fourteen (14 days) written notice of such change. Seller’s continued access or use of the Site or Services after such notice will constitute acceptance of such change. If Seller does not wish to be bound to such changes, it may not use the Site or Services subsequent to the effective date of such changes.