Policies

Rules for Buyers and Users

When bidding on or buying an Asset, you agree to these rules:

• You must register on our Site and provide us an accurate and verifiable mailing and physical address, telephone number, email address and other requested information;
• You must be a real person, business or legal entity;
• If you are an individual, you must be at least eighteen (18) years of age and able to enter into a legal contract;
• If you are registering on behalf of a business or legal entity, you must have authority to enter into a legal contract on behalf of that business or legal entity;
• Each bid is irrevocable. If you bid, you agree to pay that bid price for the Asset;
• You cannot bid on your own Asset or Listing;
• You are responsible for reading the full Listing before making a bid;
• You may not copy, reproduce, reverse engineer, modify, create derivative works from, distribute, or publicly display any content from our Site or our Services;
• You may not transfer or otherwise provide your username and password to another third party without our consent; provided, however, a username and password for a business entity can be transferred among authorized employees of the same business entity;
• You may not engage in bribery, which we define as giving or offering anything of value in exchange for any unfair economic advantage, and not receive from any employee of Liquidity Services anything of value in exchange for an unfair economic advantage;
• You must comply with all laws and regulations applicable to the purchase of the Assets and their later transport, use, resale or export; and
• You are responsible for all bids placed from your account.

Access to our Services and Site

 if you have multiple registrations. In such cases, we must approve the use of multiple accounts in writing and in advance. Further, a default by one account will automatically impact the related second account except as waived by us in writing.

Reservation of Rights . We reserve the right to do any of the following up to the time the Assets are removed:

· withdraw any Assets offered for sale;

· if Assets have been grouped together for auction as a single unit (a “ Lot”), combine (including in bulk), sub-divide, alter or amend any Lot;

· regulate bidding on any Online Auction including, but not limited to, refusing to accept any bid or facilitating automatic bids on behalf of buyers;

· delay or rescind the sale of any Asset for any reason;

· delay and/or condition removal from the premises subject to such conditions as we think fit to impose if, in the Seller’s opinion or our opinion, removal of any Assets or part thereof will be likely to cause serious damage to the seller’s premises or any other damage which the buyer is either unable or unwilling to rectify or if any removal is being done without an approved method statement and/or risk assessment where such a statement or assessment is required;

· delay or rescind a transaction if any party should claim possession of or title to all or part of an Asset prior to its removal from the Seller's premises;

If any of the above occur, our liability is limited to only return of the purchase price and any Buyer’s Premium (as defined in 5.9 below) paid for the Assets.

We reserve the right to do any of the following at any time:

· accept or reject all bids or orders;

· limit the bid or order amounts proposed by you, either alone or in the aggregate;

· refuse to do business with any party, including existing and former customers, buyers and sellers;

· limit, suspend, restrict or terminate our Services, your account, your access to our Site and your activities on our Site with or without cause or notice to you;

· limit or cancel quantities purchased per person, per business, per household or per order;

· reject any order or bid;

· revoke any stated offer and to correct any errors, inaccuracies or omissions including after an order has been submitted and whether or not the order has been confirmed and your payment received.

We may also modify or discontinue part or all of our Services at any time. We may also condition a bid or order on:

· you providing us with credit information

· you fund earnest money for a bid with us, or

· you entering into a standalone bid deposit agreement and making a bid deposit.

We may apply any earnest money or bid deposit to an invoice for a winning bid or to any past due balances owed.

Buy-It-Now or Fixed Price Transactions. Transactions on our Secondipity marketplace and certain listings on our other marketplaces specify a fixed price purchase transaction or a buy-it-now option instead of making a bid. Prices and availability of Assets are subject to change without notice.

Shill Bidding Strictly Prohibited . To protect the integrity of our Site, we strictly prohibit shill bidding. Shill bidding is the act of bidding on your own Assets, either directly or indirectly, in an effort to artificially raise the price at which your Assets will eventually sell. This includes, but is not limited to, knowingly directing or allowing a third party to perform the artificial bidding against other legitimate bidders in the auction or sales event. Shill bidding is not only a violation of our policy, but shill bidding may also violate the laws of some countries, including the U.S. with respect to certain states, and, therefore, may subject anyone who engages in it to criminal prosecution. Notwithstanding the foregoing and where permitted by law, Liquidity Services may enter bids on the seller’s behalf, including when we act as the seller, up to (but not including) the reserve price on any Assets in any auction conducted pursuant to these T&Cs.

Restrictions on use of the Site . As a condition of your use of the Site, you shall not:

· upload, post, email, transmit or otherwise make available any content that: (i) is illegal, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful or otherwise objectionable; (ii) may not be made available under any law or under contractual or fiduciary relationships (such as confidential or proprietary information learned as part of an employment relationship or under a non-disclosure agreement); (iii) infringes any patent, trademark, trade secret, copyright or other proprietary right of any party; (iv) consists of unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, commercial electronic messages or any other form of solicitation; or (v) contains software viruses or any other code, files or programs designed to interrupt, destroy or limit the functionality of any software or hardware;

· impersonate any person or entity, including, but not limited to, The Warehouse Liquidity Services Inc. personnel, or falsely state or otherwise misrepresent your affiliation with any person or entity;

· use the Site in any way that violates any local, state, provincial, federal, national or international law or regulation or that is prohibited by these T&Cs;

· use the Site in any manner that could damage, disable, overburden, or impair the Site;

· use any device, software, routine or other means to interfere or attempt to interfere with the proper working of the Site and the Service;

· take any action that imposes an unreasonable or disproportionately large load on the Site or our infrastructure;

· interfere with or disrupt any computer networks involved in the provision of the Site or disobey any requirements, procedures, policies or regulations of networks connected to the Site;

· interfere with any other party's use of the Site;

· use the Site in such a way as to gain unauthorized access to the computer systems of others;

· sell, share, transfer, trade, loan or exploit for any commercial purpose any portion of the Site, including, but not limited to, your user account and password; or

· use spiders, crawlers, robots or any other similar means to access the Site or substantially download, reproduce or archive any portion of the Site, or otherwise engage in any data-mining activities using the Site or in any commercial use of the information obtained through the Site.

The Warehouse Liquidity Services Inc.’ Ownership of Intellectual Property related to our Services and Site . You acknowledge and agree that our Services, our Site and any software and information used in connection with our Site (“Software”) contain proprietary and confidential information protected by intellectual property and other laws. You further acknowledge and agree that any content on the Site is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws.

Listing Data . You may not: (i) record, store, duplicate, reproduce, re-broadcast or otherwise exploit any data or audio/video content transmitted to you as part of our Services or your use of the Site (collectively, “Listing Data”); (ii) frame or utilize any framing technique to enclose any Listing Date; (iii) decompile, decode, disassemble, reverse engineer, reverse assemble or otherwise attempt to discover any source code or the architectural framework for any software within or associated with the Site; or (iv) access the Site for purposes of developing, marketing, selling or distributing any product or service that competes with or includes features substantially similar to the Service or any products or services offered by The Warehouse Liquidity Services Inc. We own all right, title and interest in, or have a valid sublicense in, all Listing Data.

Notwithstanding these T&Cs or any written agreement entered into with you, The Warehouse Liquidity Services may: (1) gather transaction data from sellers, buyers, including you, to improve its marketplaces and its Services; and (2) compile, collect, copy, modify, publish, display, distribute and use aggregate transactional and performance data related, generated from or based on the sale and purchase of Assets on the Site for Liquidity Services’ analytical and other business purposes; provided, however with either (1) or (2) that we will not identify you as the source of such information to any third party. In the event of a sale of a marketplace or its assets to a third-party purchaser, we may transfer Listing Data and information related to your account if you have purchased Assets on that marketplace. Listing Data includes all such transaction and aggregate transactional data.

Ownership of Intellectual Property in Assets . You acknowledge that any software or intellectual property rights attaching to an Asset may not be the property of the seller or capable of transfer by the seller unless expressly stated in a Listing. Neither the seller nor Liquidity Services is in any way authorizing the use by you of such software or intellectual property rights and any use of such software or exploitation of such intellectual property rights shall be at your sole risk.

Disclaimer of Warranties

Our Services . We try to keep our Services safe, secure, and functioning properly, but we cannot guarantee the continuous operation of or access to our Services or our Site. Bid or order update and other notification functionality in our applications may not occur in real time. Such functionality is subject to delays beyond our control.

You agree that you are making use of our Services at your own risk, and that OUR SERVICES are being provided to you on an “AS IS” and “AS AVAILABLE” basis. TO THE EXTENT PERMITTED BY APPLICABLE LAW, WE EXCLUDE ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT

Assets . Unless expressly stated otherwise in writing in a Listing, if you purchase Assets or place bids on or submit AN OFFER ON OR order Assets, you agree to accept such Assets AS IS, WHERE IS AND WITH ALL FAULTS.

UNLESS EXPRESSLY STATED IN WRITING IN THE LISTING, WE AND OUR SELLERS DISCLAIM TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW ALL WARRANTIES, EXPRESS AND IMPLIED, WITH RESPECT TO THE ASSETS, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR THAT THE ASSETS ARE FREE FROM LATENT DEFECTS.

WE MAKE NO REPRESENTATIONS OR WARRANTIES REGARDING THE QUALITY, NATURE, CONDITION, GENUINENESS, AUTHENTICITY OR COMPOSITION OF THE ASSETS OR REGARDING THE COMPLIANCE OF THE ASSETS WITH THE REQUIREMENTS OF ANY SPECIFICATIONS, LAWS OR REGULATIONS. YOU AGREE TO REPAIR, AT YOUR COST, ANY LOT PURCHASED TO A SAFE OPERATING CONDITION AND, WITHOUT LIMITATION, TO A CONDITION WHICH MEETS ANY STANDARD OR REQUIREMENT OF ANY APPLICABLE AUTHORITY, LAW OR REGULATION INCLUDING THOSE CONCERNING ANY USE TO WHICH THE LOT MAY BE PUT.

YOU ARE SOLELY RESPONSIBLE FOR THE ASSETS’ ABILITY TO ACHIEVE THE RESULTS YOU INTEND.

WE DISCLAIM ANY WARRANTY OR OTHER OBLIGATION ON ACCOUNT OF ANY CLAIM OF INFRINGEMENT OR MISSAPPROPRIATION OF PATENTS, COPYRIGHTS, OR OTHER INTELLECTUAL PROPERTY RIGHTS IN CONNECTION WITH THE ASSETS.

UNLESS OTHERWISE STATED IN A LISTING, PHOTOGRAPHS, VIDEO, AND WRITTEN DESCRIPTIONS ARE NOT INTENDED AS REPRESENTATIONS, BUT ARE PROVIDED SOLELY TO AID YOU IN DETERMINING WHICH LISTINGS YOU WISH TO PHYSICALLY INSPECT.

Secondipity Marketplace Warranty . Notwithstanding anything to the contrary in the disclaimer set forth above, all Assets purchased via our Secondipity marketplace are warrantied as merchantable for a limited period of thirty (14) calendar days from the date of purchase, but all other disclaimers set forth above apply.

Limitation on Liability

To the extent permitted by applicable law, we (including our officers, directors, employees and agents) are not liable, and you agree not to hold us responsible, for any damages or losses (including, but not limited to, loss of money, damage to goodwill or reputation, lost profits, attorneys’ fees, intangible losses or any special, indirect, incidental, punitive or consequential damages) resulting directly or indirectly from:

• Your use of or your inability to use our Services or Site;
• Pricing, shipping or other guidance provided by us;
• Delays or disruptions in our Services or Site;
• Viruses or other malicious software obtained by accessing, or linking to, our Services or Site;
• Glitches, bugs, errors, or inaccuracies of any kind in our Services or Site;
• Damage to your hardware device or other computer systems or software from using any of our Services or Site;
• A suspension or other action taken regarding your account;
• Your need to modify practices, content, or behaviour or your loss of or inability to do business, because of changes to these T&Cs, our Services or Site;
• Your inability to import or export Assets, or fines or costs incurred related to the import or export of Assets.
• Any act or omission of a third-party, including without limitation third-party sellers and their agents; or
• Any dispute between you and a third-party seller, including claims relating to Assets sold by such third-party seller on our Site.

You release The Warehouse Liquidity Services, Inc. (and our affiliates and subsidiaries, and our and their respective officers, directors, employees, agents) from claims, demands and damages (actual damages, damage to goodwill or reputation, lost profits, attorneys’ fees, intangible losses or any special, indirect, incidental or consequential damages) of every kind and nature, known and unknown, arising out of or connected with the above. Further, 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 favour at the time of agreeing to this release. If you are a California resident, this means you expressly acknowledge and agree to waive both known and unknown claims under the California Civil Code Section 1542, which provides that : “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOUR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”

Regardless of the previous paragraphs, if we are found to be liable for any reason, our liability to you or to any third party is limited as follows:

· If we are the owner and the seller of the Assets, our liability is limited to the (a) purchase price of the Asset (including any applicable sales tax), and (b) any Buyer’s Premium charged on the transaction.

· If a third party is the seller of the Assets, our liability is limited to our Buyer’s Premium charged to you.

Nothing in these T&Cs shall limit or exclude liability for death or personal injury resulting from the gross negligence or willful misconduct of seller or Liquidity Services or their respective employees or agents or any other statutory or other liability which cannot be limited or excluded under applicable law.

In the case of Assets located in the United Kingdom, notwithstanding any contrary provision in these T&Cs, neither we nor the seller limits or excludes its liability in respect of fraud, any breach of section 12 of the Sale of Goods Act 1979.

Defence and Indemnity

You will defend, indemnify and hold us (and our affiliates and subsidiaries, and our and their respective officers, directors, employees, agents) harmless from any claim or demand, including reasonable legal fees, made by any third-party due to or arising out of your breach of these T&Cs, your improper use of our Services or our Site, your subsequent sale, use or handling of the Assets, or your breach of any law or the rights of any third party.

Disputes Among Buyers, Users and Sellers

Liquidity Services Arbitrates Disputes Among Users . As a general rule, an accepted bid or order is final. We will not adjust winning bids or orders after an auction or sales event is closed unless we determine in our discretion that the integrity of an auction or sales event was materially compromised. Detailed procedures for submitting disputes and claims for each marketplace can be obtained from customer service and you agree to submit yourself to these processes if a dispute occurs relating to the Assets or any other disputes between a seller and you, and to abide by our decision due to these dispute processes. The dispute resolution process is provided to sellers and buyers as a service, while the contract of sale remains between the seller and buyer. Sellers reserve the right to resell any lots that are subject to a dispute.

Claims for Incorrect or Inaccurate Description When Inspection Is Expressly Prohibited . If a Listing expressly provides that prior inspection of the Assets is prohibited, you must make a claim for any incorrect or inaccurate Listing description of the Assets prior to the removal of the Assets, regardless of whether you or a third-party carrier picks up the Assets or arranges transportation. In all other circumstances you are not able to make any claim against Liquidity Services or the seller in respect of incorrect or inaccurate Listing description of the Assets. You, your carriers, shipping companies or agents are responsible for unit count of the Assets and verification of Assets purchased at the time of removal. If the Assets are not acceptable for any reason, do not remove them. Once the Assets are removed, you waive any rights to make a claim.

Unit Price Transactions and Variances . When Assets are sold on a unit price basis, a seller may reserve the right to vary the quantity delivered by a percentage explicitly disclosed in the Listing. In such cases, you agree to accept any quantity within the disclosed variance limits. Outside these limits, the purchase price will be adjusted upwards or downwards under the quantity actually delivered and accepted by you. You must cooperate and provide all applicable documents to our customer service department in the event of a dispute regarding variances.

Return Policy on Secondipity . Our Secondipity marketplace permits you to return Assets purchased within thirty (14) calendar days of receipt by returning (in person) the Assets to the applicable marketplace’s pick-up/return center. Your only option is to receive a full refund for your purchase. Please follow the instructions provided by the applicable marketplace’s customer care department. Email us with any questions or concerns info@thewarehouseliquidation.com