Terms of Purchase
1) Acceptance of Terms – These Terms of Purchase are an ongoing contract between you and Essex Technology Group ( “ Essex”) and apply to your use of Essex’s online marketplace located at http//essexb2b.com( “Site”), hosted and configured by B-Stock Solutions, Inc. (“BStock”), through which you may purchase Inventory items. These Terms of Purchase govern your purchase of the Inventory items from the Site. By checking the “ I agree to the Terms of Purchase” box each time you log into the Site, you accept and agree to be bound by these terms. If you do not agree to these Terms of Purchase, you should not bid on or purchase items from the Site. We reserve the right, with or without notice to you, to change these Terms of Purchase in our sole and absolute discretion.
2) Definitions – “Buyer” or “you” or “your” shall mean the individual or entity that purchases Inventory items from Essex through the Site under the terms described herein. “Completed Purchase” occurs when (a) you have provided to Essex all of the purchase information requested in the Email Notification in the manner specified in such Email Notification to complete your purchase and (b) the purchase price for the Inventory items has been received in the Essex account specified in the Email Notification. “Inventory Items” shall mean Essex’s products that are available for purchase on the Site under the terms described herein. “Listing” shall mean the content on the Site associated with particular Inventory items, including, but not limited to, the description and quantity of the items. Essex shall have the right to modify or correct any listing at any time and such modification shall be binding on any purchase of any items purchased after such modification had been made.
3) Auction Process – Inventory items consist of consumer customer returns or company stock items not previously sold. The condition of the Inventory items will vary and designations regarding an items condition will be set forth in the Listing. The Inventory items are provided to you “as is” for purchase on the Site. Accessories such as remote controls, cables and instructions may or may not be included. “Auction” . Inventory items will be sold pursuant to the auction process set forth in thisSection 3. If you wish to bid on Inventory items, you will be required to enter your bid amount. Your bid must be (a) in an amount higher than the bid listed as the “ minimum opening bid” and the “ current winning bid” as applicable, (b) in the bid increments set forth on the bid page and (c) placed before the scheduled closing time for such auction for your bid to be eligible for the Auction. If your bid is deemed the winning bid you will be notified by email ( the “Email Notification” ) 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 Auction in which you participated. Essex is not responsible for the failure of an Email Notification to reach you for any reason, including, but not limited to, technical problems or other system errors. “Winning Bids”. If your bid is deemed the winning bid at the end of the Auction, you agree to promptly purchase such Inventory items pursuant to the terms and instructions set forth in the Terms of Purchase and in the Email Notification. If you fail to register and complete the purchase within two (2) business days from the date of the Email Notification is sent by Essex, you will forfeit any right to purchase the items and Essex may deactivate your account and password so you can no longer access the Site. “Payment”. In consideration of your payment of the purchase price set by the winning bid for the Inventory items and all applicable taxes, Essex hereby agrees to sell to you such items for which you posted the winning bid pursuant to your compliance with the Terms of Purchase and the Email Notification. You agree to pay the purchase price and all applicable taxes to the Essex account set forth in the wiring instructions included in the Email Notification. Nothing in these Terms of Purchase shall otherwise obligate Essex to sell Inventory items to you. You are responsible for all taxes, shipping and handling costs and any other expenses incurred in connection with your purchase hereunder. 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
“Canceled Bids and Purchases”. There may be certain bids and purchases that we are unable to accept and must cancel. We reserve the right, at our sole discretion, to refuse or cancel any bid or purchase for any reason. While Essex strives to provide accurate Inventory item and bid information typographical or system errors may occur. In the event that bids for Inventory items are incorrectly listed or items are listed with incorrect information due to an error in quantity or item information, we shall have the right to refuse or cancel any purchases placed for such items. In the event that we cancel a bid or purchase, we will cancel your bid or purchase and notify you by email of such cancellation. “Payment Terms”. You shall submit the purchase price to Essex under the payment terms set forth in the Email Notification and on the Site. Essex may revise the payment terms in its sole discretion upon notice to you, provided , however That any changes to payment terms will not be effective for any pending sale but will only become effective for future purchases. Upon acceptance of the purchase price and the fulfillment of any other conditions to such sale, Essex will transfer and convey to you title in and to the Inventory items and shall make the items available for pickup by you or your agents. You agree to provide an accurate and complete resell certificate in a form acceptable to Essex prior to the release of the items. “Identification of Essex” . You shall not sell, lease or otherwise transfer or dispose of any of the Inventory items that have any Essex identifying marks. Identifying marks include Essex or its affiliate’s names, tags , logos, bar codes, stickers, or other carton or packaging markings. You agree to remove or delete any and all Essex customer information, including without limitation, sales receipts, addresses, phone numbers and credit card numbers that may be included with the Inventory items. You shall not under any circumstances identify Essex as the source of the Inventory items or advertise the items using the Essex name or the name related to Essex suppliers. “Removal and Shipment “. The Inventory items purchased by you shall be available to you at the Essex facility identified in the Email Notification at a mutually agreed to time. You or your agent must schedule the pickup time by contacting Essex pursuant to the instructions set forth in the Email Notification. You shall be solely responsible for the removal of the items from Essex’s premises and for all shipping arrangements and related expenses. Your employees and equipment, and that of your agents, enter on Essex’s premises entirely at your risk as with regards to any and all hazards excepting those found to be caused by Essex’s sole negligence. While on Essex’s premises, your employees or agents must observe all applicable Essex rules and regulations. You shall remove all Inventory items from the Essex facility within five (5) business days of the completed purchase. If you fail to remove the items within the five (5) business days, Essex may choose to keep the Inventory items and refund to the purchase price less a 20% restocking fee. “Title and Risk of Loss”. Title to the Inventory items shall remain with Essex until you or your agent take possession of the items and you expressly acknowledge that risk of loss and liability for the items shall pass to you upon possession of the items. You or your agents have the right to confirm the quantity of the Inventory items matches the shipping manifest prior to accepting possession. You acknowledge and agree that you shall have no right to refuse or return the Inventory items after accepting possession at the Essex facility. “Privacy and Confidentiality”. Each party agrees that it will have access to certain information and materials concerning the other party’s business that are confidential and of substantial value to the other party, which value would be impaired if such information were disclosed to third parties. In particular, the parties acknowledge that the information regarding the purchase price and any individual sale are confidential to Essex. Each party shall take every reasonable precaution to protect the confidentiality of such information. Not withstanding the foregoing , you understand that BStock will have access to confidential information pertaining to you. You may not make any public announcement about the Terms of Purchase without Essex’s prior written approval. Confidential information does not include any information (a) already in the public domain,(b) independently developed by the recipient without the use of or access to the other party’s confidential information, or (c) released through no action or inaction by the receiving party. The receiving party may disclose the disclosing party’s confidential information upon the order of any court of competent jurisdictionor as otherwise required by law, 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. “Representations and Warranties”. Essex warrants that it has title to the Inventory items and that the items have not been altered and are in their commercially released form and that no third party has any rights to , or claims in connection with the Inventory items. “Indemnity”. You shall indemnify and hold harmless, Essex and BStock and their respective affiliates, officers, directors, agents and employees from any claim, demand, action, losses and or costs , including reasonable attorney fees , due to or arising out of (a) your use of the Site or (b) your sale, use or handling of the Inventory items. This Indemnity obligation is ongoing and shall survive each purchase transaction. “Warranty Disclaimer and Limitation of Liability”. Except as set forth in these terms, the Inventory items are provided by Essex to you “As Is” and “Where Is” and Essex disclaims all warranties of any kind, whether express or implied, statutory or otherwise, with respect to the inventory items or any other matter, including without limitation the Inventory items condition or quality or conditions of non-infringement and merchantability and fitness for any particular purpose. Except for indemnity obligations set forth in this agreement, neither party will be liable for any consequential, indirect, special, incidental, or punitive damages of any king arising out of or related to these terms, even if it has been advised of the possibility of such damages. In no event shall Essex’s liability for any and all losses or damages resulting from these Terms of Purchase exceed the purchase price paid by you to Essex for the Inventory items at issue. Essex shall not be held liable for any error in a listing that Essex corrects prior to the purchase of the Inventory items to which that listing applies. This limitation shall survive each purchase transaction.