USER TERMS AND CONDITIONS AGREEMENT
Table of Contents
- Introduction to IronDirect
- Rules for Users
- Access to our Services and Site
- Seller Rules
- Buyer Rules
- Sales Events
- Liquidated Damages for Failure to Pay
- Our Fees for Services
- Inspection of Assets
- Delivery of Assets
- Intellectual Property Rights
- Disclaimer of Warranties
- Limitation on Liability
- Defense and Indemnity
- Disputes Among Users
- Legal Disputes
- Environmental Responsibility
- Disclaimer of Third Party Content
- Communications and Notices
Related Documents Incorporated by Reference
About IronDirect Marketplaces . IronDirect, LLC ("IronDirect" or "we") are a new way to source earth-moving and heavy construction equipment.
This User Agreement and Listings on Our Site . The terms and conditions on which IronDirect offers you access to and use of our web-site (the "Site"), and other related services ( "Services") are based on this User Agreement.
Effective Date . This User Agreement is effective as of September 1. 2016.
Registration Requirements . Except where a user registers through a separate written agreement with us, you must do the following in order to register to transact through the IronDirect website:
- Register on our Site and provide an accurate and verifiable address, telephone number, email address and other requested information;
- Be a real person, business or legal entity;
- If you are an individual, be at least 18 years of age and able to enter into a legally binding contract;
- If you are registering on behalf of a business or legal entity, have authority to enter into a legally binding contract on behalf of that business or legal entity; and
- Accept this User Agreement and any future amendments to it that we post on our Site from time to time.
General User Restrictions . Users will comply with applicable laws pertaining to their performance under this User Agreement. Each user certifies not to use the Site or our Services in furtherance of any illegal activity. In particular, users must NOT:
- Use our Services, directly or indirectly through others, if you are temporarily or indefinitely suspended from using any of our Services;
- Distribute viruses or any other technologies that may harm us, or the interests or property of other users;
- Copy, reproduce, reverse engineer, modify, create derivative works from, distribute, or publicly display any content (except for your information) from our Site or our Services, without our prior written consent and, as applicable, the appropriate third party;
- Harvest or otherwise collect information about other users, including email addresses, without their consent;
- 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 employees of the same business entity; or
- 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 IronDirect anything of value in exchange for an unfair economic advantage.
You should immediately report any request for a bribe or any other form of illegal or questionable activity by emailing the details of such conduct to ComplianceHelp@liquidityservices.com.
Restricted Parties . You represent that you and any business for which you are acting as an agent are not listed on the U.S. Department of Commerce Denied Persons, Entity or Unverified Lists, the U.S. Department of State's Debarred and Nonproliferation Lists, or the U.S. Treasury, Office of Foreign Assets Control Specially Designated Nationals List, any European Union sanctions list, the United Kingdom HMT list, any United Nations sanctions list, or similar or successor lists, (collectively "Restricted Party Lists") and that if it is discovered that you were on a Restricted Party List, or acting on behalf of a party on a Restricted Party List at the time you transact, any sale to you is void, and you are liable to us for all damages resulting from your misrepresentation.
We also do not allow registrations from embargoed countries as set by United States laws and the laws of the location of the Assets. Currently, the list of embargoes includes the following: Cuba, Iran, North Korea, Sudan, Syria and Crimea. This list may change from time to time without advance notice. You represent and warrant that you are not located in an embargoed country nor are you acting on behalf of the government of an embargoed country.
Control of Access to our Marketplaces . In our sole discretion, we reserve the right to refuse to do business with any party. We may limit, suspend, restrict or terminate our Services, your account, your access to our Site and your activities on our Site with or without notice to you and with or without cause.
Cancel Inactive Accounts . We may cancel unconfirmed accounts or accounts that have been inactive.
Right to Discontinue Services . We may also modify or discontinue part or all of our Services at any time.
One Registration . A limit of one registration per business or individual will be enforced on our Site. If you have multiple registrations, please contact us to consolidate them. We may deactivate duplicate registrations.
Your Termination Right . You may terminate your right to engage on our Site and for our Services pursuant to this User Agreement upon thirty (30) days written notice to us; provided, however, that such termination will not relieve you of any obligation arising prior to termination, and immediately upon termination, you will no longer be authorized to use our Site or our Services.
Requirements to be a Seller . In order to participate as a seller on our website, you must:
- Agree that there are no contingencies to your sales other than those stated in this User Agreement and, with respect to a specific sale, in the Asset's Listing (for example, a minimum bid);
- Deliver Assets sold by you within expected shipping and handling times;
- Maintain accurate contact information and shipment information with respect to your user account (for example, location of the Assets and whether the facility at which the Assets is located has a shipping dock)
- Not sell any counterfeit, stolen or any of the prohibited assets set forth on our Prohibited Asset List found here, which we reserve the right to update from time to time in our sole discretion;
- Remain responsible for posting all relevant information in the Listing necessary to sell and convey the Assets;
- Remain responsible for posting all relevant information in the Listing necessary to sell and transport the Assets;
- During the period that you have listed Assets for sale on our Site, the Seller has granted us an exclusive right to sell the Assets described in the Listing;
- For Sellers in one of the countries in the European Union, our Site may only be used by commercial (non-consumer) parties, who have a valid VAT ID number that is verifiable through the European Union Commission's VIES database (accessible via the following web link: http://ec.europa.eu/taxation_customs/vies/vatResponse.html) and
- For sellers exporting and importing Assets, you may not identify IronDirect as the importer or exporter of record without our express written consent and, where we consent, a separate written agreement will be required in which we agree to the terms of exporting or importing on your behalf.
Listing Requirements . We reserve the right to accept or reject any or all Listings. Further, we reserve the right to review, edit or remove any Listing that we believe is inaccurate. We are not responsible for any misrepresentations made by you, or any confusion caused by our removal of any Listing.
Seller Warranties . Upon your posting of Assets for sale, you represent, warrant and agree that you are irrevocably offering to sell such Assets to any buyer who satisfies the requirements of the sale, terms of payment and transportation. With respect to each sale of Assets, you represent, warrant and agree that:
- You own the Assets being sold and have marketable legal title to such Assets, free and clear of any lien, security interest, leasehold interest, co-ownership interest, or any other type of encumbrance;
- You have authority to list the Assets for sale, to sell the Assets, and to transfer title of the Assets to a buyer; and
- You are complying with all laws and regulations applicable to the sale of your Assets.
Your failure to complete the sale of Assets to a qualified buyer could result in damages to us. Such damages will become immediately due and payable by you to us. Should any additional shipping costs be incurred because of incorrect shipping information or preparation, you agree to pay for these costs.
Sellers of Vehicles . Unless we have agreed otherwise, sellers of vehicles agree to deliver an original certificate of title to us prior to the activation of a Listing. Titles may be subject to any restrictions as indicated in the Listing or imposed by applicable law. In most jurisdictions, open titles cannot be issued.
No Guarantees . You acknowledge that despite our efforts, buyers may fail to perform. We do not provide any representations or guarantees that buyers will pay you the agreed price, pay on a timely basis, or otherwise perform their obligations in a resulting contract for sale.
Requirements to be a Buyer . In order to participate as a buyer on our website, you must represent, warrant and agree to:
- Pay for any orders placed using your unique username and password;
- Have paid or settled any previous financial obligations owed to us to our satisfaction;
- Not manipulate the price of any Asset or interfere with other potential buyers' use of the website;
- Provide additional information requested by us (for example, proof of funds, bank letter of guarantee, etc.) for verification purposes;
- Comply with any listing-specific terms, conditions, or requirements;
- Perform independent research and do not purchase based on assumptions; and
Buyer Warranties . If you place an order on our website, you represent, warrant and agree that:
- You are demonstrating your intention and financial capability to purchase the Assets by ordering;
- You may not withdraw, amend or modify your order without our written approval;
- You will comply with all laws and regulations applicable to the purchase of the Assets and their subsequent transport, use, resale and export, as applicable; and
No Professional Advice . Any information supplied by any of our employees or agents, in any form whatsoever, is intended solely as general guidance on the use of our Services and our Site.
Credit Information and Earnest Money . We may also condition an order on you providing credit information or an earnest money deposit. If an offer is accepted, we will apply the deposit to the pending invoice or to any past due balances owed.
Private or Direct Sales . Private sales managed by us are posted in parts of certain our marketplaces or otherwise designated by having the option of "Buy Now" or "Buy Today". In a private or direct sale, buyers may become Winning Buyers by (a) agreeing to purchase the Listing at the stated purchase price and Listing terms (which price may be referred to as the "Buy Now" or "Buy Today" price or something similar), or (b) offering to purchase the Listing by making a binding offer for the Listing through the "Make Offer" option, which offer may be accepted and become binding on a buyer within thirty (30) calendar days of being made by a buyer at seller's election (unless a different time period is stated in the Listing).
You agree to make payment for the total amount of the transaction, in accordance with the terms specified in our quote to you or as specified in a subsequent purchase agreement or other contract (the "Contract").
Timing of Payment . Unless otherwise indicated in the Contract, you must make payment in full within the time period set by the marketplace. There will be no extensions of the payment period granted.
Set-Offs . We reserve the right to set-off any fees or other amounts that you owe us from any of your funds in our possession or that are paid or received from you in connection with one or more sale(s) or purchase(s) of Assets. You will continue to be liable for any funds that are used for any such set-off and will pay them upon an accounting and demand by us of the amounts used for the set-off.
Hold . To protect against the risk of liability, IronDirect has at times restricted access to funds in a seller's or buyer's account based on certain factors, including, but not limited to, transaction history, performance, riskiness of the Listing category, government inquiry or investigation, our investigation of an alleged breach of this User Agreement by either the seller or the buyer, or the filing of a claim by a buyer.
Currency of Payment . Unless specified for particular Assets, you will pay in U.S. Dollars. Where another currency has been identified in the Listing, you will pay using the stated currency.
Forms of Payment . Unless otherwise specified in a Contract, acceptable forms of payment include PayPal ®, VISA®, Discover®, MasterCard ®, American Express®, cashier's check, money order, wire transfer and company check with a bank letter of guarantee. Not all of our marketplaces provide all of these forms of payments and certain Listings may specify additional restrictions or requirements.
Credit Cards . In certain marketplaces on our Site, a valid credit card must be entered at the time of order submission regardless of the form of payment. Unless otherwise specified by a Contract, credit cards and PayPal accounts may be accepted for up to $10,000. Except where a credit card is used or as otherwise authorized by us in writing, buyers must submit payment via certified funds (i.e., wire transfer, cashier's check or money order). We reserve the right to charge a $25.00 fee for any credit card transaction that is rejected. We encourage you to review the data in your user profile prior to submitting bids or orders and to make any corrections necessary to your credit card information at the time of bidding or ordering.
No Third Party Funds . Except in the case of a cashier's check or money order from a financial institution, all funds must come from you and we will not accept third party funds of any kind for any reason.
Charge-Backs . If you attempt to rescind a credit card transaction without our express advance written consent (i.e., a "charge-back"), then we may immediately and permanently de-activate your account in our sole discretion. If you perform a charge-back after receiving the Assets, we may file charges with the appropriate law enforcement agency, and reserve the right to pursue all remedies available to us to recover any and all incurred damages.
Discounts and Promotions . We may offer alternative fee structures, rebates, discounts, coupons or incentives, at our sole discretion and for any reason, and we are under no obligation to offer such alternatives to all users or to continue offering such alternatives to any user to whom we have made an offer in the past.
Without limiting the foregoing, Buyers will be held liable for any expenses, legal fees, court costs, and other damages incurred by us or the seller in connection with the collection of such obligations that are not paid on their due date if their bid or offer is accepted. If a Buyer does not timely fund a transaction within the requisite period of time set by the Contract, the Buyer forfeits all rights to the Asset. Without limiting other claims, damages or other remedies available to IronDirect, failing to complete a transaction in the required time for any reason, a Buyer agrees to pay liquidated damages in the amount of the greater of $100 or 25% of the winning bid or offer price for each unpaid Contract. If you owe liquidated damages or other amounts, your account may be placed on hold and you will be unable to log-in or purchase until you have paid all outstanding amounts owed.
Fees. Our fees vary depending on the type of Assets and the marketplace within our Site on which the Assets are sold. We disclose our fees in Listings and on our marketplaces on our Site. Except where we have agreed otherwise in writing with you, we may change our fees listed on our Site by posting such changes on our Site fourteen (14) calendar days in advance. We may change fees for specific Listings or temporary promotions with no advance notice.
Inspection . Most Listings permit inspection prior to ordering. In some cases, inspection requires an advance appointment or viewing Assets at specified public viewing times. Where a Listing permits inspection of the Assets, a buyer should inspect the Assets prior to ordering. A buyer who orders without having inspected the Assets does so at the buyer's own risk.
Personal and Property Risk . Persons attending during exhibition, inspection or sale of Assets assume all risks of damage or loss to person and property and specifically release the seller and IronDirect from liability.
Shift of Risk of Loss and Title Transfer . Unless specified otherwise in a Contract, delivery of the Assets is Ex Works the location of the Assets (Incoterms 2010) and delivery of title to the Assets will take place from the Seller's premises and buyer is responsible for all title, registration, freight and transportation costs; provided, however, that title will not transfer from seller to buyer until the seller has received payment in full for the Assets and buyer has removed the Assets from the seller's premises in their entirety.
Buyer Responsibility for Loading and Transportation . Unless otherwise specified in a Contract, you are responsible for transportation of the Assets that you purchase. Transportation includes rigging, loading, securing and transporting the purchased Assets, including all costs and risks associated with removal. Where we indicate the Assets must be loaded by you, you must provide all material handling equipment and properly trained and certified operators to operate such equipment. Your employees or agents are responsible for compliance with all federal, state, local and facility (the location where the Assets are located) security, environmental, safety and health laws and regulations while operating equipment on the loading site. You are responsible for any damages to property, including spills or releases of hazardous substances, which might occur during the removal process. Failure by you or your agent to clean up any releases or to repair any damages may result in you being banned from future participation in our auctions or sales events, and you may be reported to the appropriate authorities, as well as other remedies that may be available to us or to any other party damaged by your actions.
Buyer Required to Have Insurance Covering Its Loading and Transportation of Assets . In order to pick up the Assets, you and your agents must maintain adequate automobile and commercial general liability insurance, and minimum legally required workers compensation for your employees picking up Assets. Upon request, you will provide us with proof of such insurance. Further, upon request, you will name us as an additional insured to your policy.
Trademarks and Publicity . Users have no rights to display or use IronDirect' tradenames, domain names, trademarks or service marks without our express written permission which we may withhold in our sole discretion.
IronDirect' 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 contain proprietary and confidential information that is protected by applicable intellectual property and other laws. You further acknowledge and agree that any content contained on the Site is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. Except as expressly authorized by us, you agree not to use, modify, sell, disclose, distribute or create derivative works based on our Services or Site, in whole or in part.
Data . You may not 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, " Data"). We own all right, title and interest in and to all Data. We grant no rights to you with respect to our Site, its marketplaces or any of our proprietary databases collecting data from our marketplaces, which we maintain as a proprietary trade secret. Notwithstanding the terms of this User Agreement or any written agreement entered into with you, IronDirect may: (1) gather transaction data from customers, including you, in order 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 customer sales of Assets (including your sales and purchases) and may prepare summary or derivative information based thereon, for IronDirect' analytical and other business purposes, including, without limitation, incorporation into its proprietary databases; provided, however, in the case of either (1) or (2) that we will not identify you as the source of such information to any third party.
Copyright & Intellectual Property Policy . We respect the intellectual property of others, and we expect our users to do the same. We respond to notices of alleged copyright or other intellectual property infringement. If you believe that your copyrights or other intellectual property rights have been infringed by postings of others through the Site, you should contact our Copyright Agent. This link provides details on how to reach our Copyright Agent and what information you should provide.
Upon our request, sellers must furnish to us valid proof of original purchase or valid license from a trademark owner to sell branded Assets with a third party's official brand name or logo. Absent valid proof of purchase or a valid license may lead to the removal of a Listing and you may be subject to a range of other actions, including limits of your buying and selling privileges and suspension of your account. Further, we may cooperate with owners of the trademark to investigate and report information concerning you and your sales to the relevant legal authorities.
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. 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 they are being provided to you on an "AS IS" and "AS AVAILABLE" basis. ACCORDINGLY, TO THE EXTENT PERMITTED BY APPLICABLE LAW, WE EXCLUDE ALL EXPRESS OR IMPLIED WARRANTIES, TERMS AND CONDITIONS INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT
To the extent permitted by applicable law, we (including our officers, directors, agents and employees) 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 or consequential damages) resulting directly or indirectly from:
- Your use of or your inability to use our Services;
- Pricing, shipping or other information provided by us;
- Delays or disruptions in our Services;
- Viruses or other malicious software obtained by accessing, or linking to, our Services;
- Glitches, bugs, errors, or inaccuracies of any kind in our Services;
- Damage to your hardware device or other computer systems or software from the use of any of our Services;
- A suspension or other action taken with respect to your account or alleged breach of this User Agreement;
- The duration or manner in which your Listings appear in search results;
- Your need to modify practices, content, or behavior or your loss of or inability to do business, as a result of changes to this User Agreement or our Services; or
- Your inability to import or export Assets, or fines or costs incurred related to import or export of Assets.
Regardless of the previous paragraphs, if we are found to be liable, our liability to you or to any third party is limited to: (a) where we are selling on a consignment basis, the amount of our fees in the disputed transaction(s), which in no event will exceed the total fees in disputed transactions paid to us in the twelve (12) months prior to the action giving rise to the liability; or, (b) where we are the seller, the price the Asset sold for on one of our marketplaces on our Site (including any applicable sales tax) and its original shipping costs.
Some jurisdictions do not allow the disclaimer of warranties or exclusion of damages, so such disclaimers and exclusions may not apply to you.
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 this User Agreement, your improper use of our Services or our Site or your breach of any law or the rights of a third party.
IronDirect Arbitrates Disputes Among Users . As a general rule, an accepted offer or order is final. We will not adjust orders. Detailed procedures for submitting disputes and claims for each marketplace are on our Site and all users agree to submit themselves to these processes in the event of a dispute among users and to abide by our decision as a consequence of these dispute processes.
While we may help facilitate the resolution of disputes between buyers and sellers using any of our marketplaces on our Site, we have no control over and do not guarantee the existence, quality, safety or legality of Assets advertised; the truth or accuracy of users' content or Listings; the ability of sellers to sell Assets; the ability of buyers to pay for Assets; or that a buyer or seller will actually complete a transaction or return an Asset or payment for an Asset.
IronDirect' Discretion . When a user issue arises, we may consider the user's performance history and the specific circumstances in applying our User Agreement. We may choose to be more lenient with policy enforcement in order to do the right thing for both buyers and sellers in our sole discretion.
Release of IronDirect . If you have a dispute with one or more users, you release IronDirect and their respective officers, directors, employees and 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 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. If you are a California resident, this means you are agreeing to waive California Civil Code Section 1542, which says: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR 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."
Governing Law; Jurisdiction and Venue . For disputes between you and any IronDirect entity domiciled in the United States or Mexico, this User Agreement will be governed by the laws of the State of Delaware. For disputes between you and LSI IronDirect Canada Ltd., this User Agreement will be governed by the laws of the Province of Ontario, Canada. For disputes between you and any IronDirect entity domiciled in Europe, Asia, island nations, Australia or Africa this User Agreement will be governed by the laws of England. The United Nations Convention on Contracts for the International Sale of Goods and, if buyer is located in the United States, the Uniform Computer Information Transactions Act, do not apply.
Dispute Resolution and Arbitration . In the event of a dispute between you and IronDirect, you agree to attempt to resolve the dispute with IronDirect' applicable marketplace customer service team for a period of at least thirty (30) calendar days before taking any other action. Following such period, you and IronDirect agree that any dispute, claim or controversy arising out of or relating to the User Agreement will be settled by binding arbitration as specified below.
Unresolved Disputes in Mexico and U.S . All your disputes with us with respect to any transaction in the United States, Canada or Mexico that arise out of or in connection with this User Agreement will be arbitrated and finally resolved through the American Arbitration Association ( "AAA") in accordance with the commercial arbitration rules of the AAA before a single, neutral arbitrator mutually agreed to by the parties, or if the parties cannot agree, by striking from a list of arbitrators supplied by the AAA. The place of arbitration will be as follows based on the marketplace:
- Toronto, ON, Canada for disputes related to any of our marketplaces for sales in Canada;
- Montgomery, AL for disputes related to our GovDeals marketplace;
- Maricopa County, Arizona for disputes related to our GoIndustry DoveBid North America, Government Liquidation, Network International and TruckCenter.com marketplaces
- Washington, DC for disputes related to Secondipity and Liquidation.com marketplaces and all other disputes not specific to a marketplace or involving several marketplaces.
In any arbitration, the parties and AAA will comply with the following procedures: (a) the arbitration is a confidential proceeding, closed to the general public, (b) the arbitrator will be empowered to hear and determine dispositive motions, including motions to dismiss and motions for summary judgment, (c) the arbitrator will have the right to issue injunctions and attachments and other equitable remedies and award compensatory damages, and (d) any judgment on the award enforced by the arbitrator may be rendered in any court of competent jurisdiction.
Unresolved Disputes in Canada . Any dispute arising under this User Agreement with respect to sales within Canada will be subject to binding arbitration by a single arbitrator with the Canadian Arbitration Association (CAA), in accordance with its relevant industry rules, if any. For purposes of sales within Canada, the parties agree that this User Agreement will be governed by and construed and interpreted in accordance with the laws of the province of Ontario, Canada. The arbitration will be held in Ontario.
Any dispute, controversy or claim arising out of or relating to this User Agreement with respect to a transaction in Canada, including any question regarding its existence, interpretation, validity, breach or termination or the business relationship created by it shall be referred to and finally resolved by arbitration under the Canadian Arbitration Association Arbitration Rules. The place of the arbitration shall be Toronto, Ontario. In any such arbitration, the following shall apply:
- There shall be 1 arbitrator.
- The language of the arbitration shall be English.
- The Arbitral Tribunal must select its award from one of the final offers made by each of the Parties, in its entirety and without modification. The Arbitral Tribunal need not provide detailed reasons for its award.
- An oral hearing need not be held.
- There will be no appeal from the decision of the Arbitral Tribunal on questions of fact, law, or mixed fact and law.
- The arbitrator will have the authority to grant injunctive relief and specific performance to enforce the terms of this User Agreement.
- Judgment on any award rendered by the Arbitrator may be entered in any Court of competent jurisdiction.
Parties may also wish to decide what Rules will apply with respect to pre-hearing disclosure of documents and examinations for discovery, especially where Parties from more than one country or province are involved.
Unresolved Disputes outside North America . All your disputes with us with respect to any transaction outside of the United States, Canada or Mexico that arise out of or in connection with this User Agreement will be submitted to mediation under the Mediation Rules of the International Centre for Dispute Resolution. If settlement is not reached within sixty (60) calendar days after service of a written demand for mediation, any unresolved dispute or claim arising out of or in connection with this User Agreement will be settled by binding arbitration in accordance with the International Arbitration Rules of the International Centre for Dispute Resolution by a sole arbitrator appointed in accordance with those Rules. The seat of arbitration will be London, United Kingdom.
English Controlling Language . All performance under this User Agreement and the resolution of disputes, including through arbitration or mediation, will be conducted in the English language. If a translation of this User Agreement into any other language is required by law, the English version will prevail to the extent that there is any conflict or discrepancy between the English version and any translation. If this User Agreement is provided to you in a language other than English, we do so solely for your convenience. Translations are provided "as is" and you hold us harmless from any errors or deviations between the translation and the English language version.
Power of Arbitrator or Mediator . The arbitrator or mediator will have no power to award damages for injury to goodwill or reputation, lost profits, intangible losses, or indirect, incidental, consequential, punitive, treble or any other manner of enhanced damages. The arbitrator or mediator will issue a written opinion stating the essential findings and conclusions upon which the arbitrator's award is based. The prevailing party in any arbitration will have the right to an award of attorneys' fees and costs. YOU AGREE THAT ANY CLAIM ARISING OUT OF OR RELATED TO THIS AGREEMENT MUST BE COMMENCED WITHIN SIX (6) MONTHS AFTER THE DISPUTE AROSE. OTHERWISE, SUCH CLAIM IS PERMANENTLY BARRED.
Improperly Filed Legal Disputes .Any claims that are filed or brought contrary to this User Agreement will be deemed to be improperly filed and of no force and effect.
California Residents Only . If you are a California resident, you may report, in accordance with Cal. Civ. Code Â§1789.3, any complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210 FREE.
Tax . All bids and orders must be net of any taxes imposed with respect to the purchase. You are liable for all such taxes or for establishing to our satisfaction a valid exemption certificate from such taxes. You acknowledge and agree that we are providing a service in the calculation, reporting and remittance of sales or use taxes for transactions that arise in connection with your use of the Site, and you ultimately remain liable for any sales or use tax liability. You must submit a valid re-sale or tax-exemption documentation. We are not obligated to refund sales tax due to late submission of sales tax exemption documentation. Submission of all appropriate tax exemption forms must be received by us before the closing date of the sale. You will be liable for all taxes, surcharges or other charges imposed on the sale of Assets by any taxing authority if tax forms are not received by the scheduled closing time of the sales event in which you are participating. Requests for refunds of sales taxes must be submitted directly to the appropriate taxing authority.
Value Added Tax or General Sales Tax ("VAT") . In some countries, such as the United Kingdom, VAT (as defined below) applies to sales. All bids and offers are net of any VAT and other indirect taxes imposed with respect to the sale or purchase transaction. Buyers are liable for all such taxes for all purchases. Accordingly, the amount of the successful bid in respect of any Asset will be exclusive of VAT and other indirect taxes, and the amount payable by the buyer will be increased by VAT and other indirect taxes that are owed. Similarly, all fees and other amounts payable to us are calculated without regard to VAT so the amount payable by a buyer will be increased by the amount of VAT which may be chargeable in respect of the relevant supply. The amount payable will be subject to VAT if you as buyer fail to provide necessary documentation to seller to substantiate a VAT rate other than the standard VAT rate (e.g., 0% export rate or 0% rate for intracommunity supplies within the EU). Each buyer will enter its VAT registration number on becoming a registered user of our Site and will immediately notify us if that number ceases to be valid for any reason. You will indemnify us and our respective officers, directors, agents and employees against any tax, cost or expense relating to your and/or seller's failure to satisfy any VAT chargeable in relation to a transaction. For the avoidance of doubt, it is your responsibility to satisfy yourself that any VAT (or similar) charges or related obligations have been met in relation to a transaction. For the purposes of these Terms, "VAT" means value added tax as provided for in the EU VAT Directive 2006/112/EEC or similar tax in countries outside the EU.
Certain Assets may have components, parts, constituents or ingredients that may be corrosive, reactive, ignitable or exhibit other hazardous or toxic properties. You are cautioned to use and ultimately dispose of any hazardous components or constituents according to all applicable laws and regulations in a manner safe for the public and the environment.
Certain Assets or components of Assets may contain residual chemicals, friable asbestos, petroleum products and ozone depleting substances or other hazards. You acknowledge and agree that we are not responsible for providing documentation or certification regarding the identification or status of these substances. Certain Assets have design features that may be hazardous if warning labels are not heeded.
Environmental responsibility and sustainability are important to us and the users of our Site. In some cases, buyers elect to dispose of Assets, or select components of Assets, that they purchase, particularly in the case of Assets that are salvage. Winning Buyers must comply with all environmental laws when disposing of Assets, including all laws related to waste disposal, air emissions, discharges, toxic substances and hazardous waste disposal. In the event a buyer decides to dispose of consumer electronics purchased through our Site or Services, such a buyer must dispose of such electronics using a certified electronics recycler (for example, R2 or eSteward certified). In the case of buyers of salvage consumer electronics, we reserve the right to audit your records to confirm the use of a certified electronics recycler and your failure to use a certified electronics recycler or to provide reasonably acceptable records in audit may subject your account to restriction and even deactivation, and other legal or equitable remedies that may be available to us.
While we may provide links to third party sites and services on our Site, they are provided to you solely for informational purposes. You agree that we are not responsible or liable for:
- the availability or accuracy of such sites, services or resources,
- the content, advertising or products on or available from such sites or resources, and
- the privacy policies and data collection, use or retention practices of such sites.
The inclusion of any link on our Site does not imply that we endorse the linked site. You use such links solely at your own risk.
Electronic Communications . When you use any of our Services, or send emails to us, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you by email or posting notices on our Site or through the other Services provided through our marketplaces. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
Any notice given under this User Agreement will be in writing and in English and will be served as set forth below:
United States, Canada and Mexico . Any notice given under this User Agreement with respect to transactions in the United States, Canada and Mexico will be served by hand delivering it or by prepaid recorded or special delivery post or prepaid international recorded airmail to: Legal Department, IronDirect, Inc., 1920 L Street, NW, Suite 600, Washington, DC 20036, USA, fax: (202) 467-4056 or to such other address as IronDirect may notify from time to time.
Outside U.S., Canada & Mexico. Any notice given under this User Agreement with respect to transactions outside the United States, Canada and Mexico will be in writing and in English and will be served by hand delivering it or sending it by prepaid recorded or special delivery post or prepaid international recorded airmail to: Legal Department, GoIndustry DoveBid, Suite 107, First Floor, 1 Alie Street, London E1 8DE, United Kingdom, fax: +44 (0) 20 7098 3795 or to such other address as GoIndustry DoveBid may notify from time to time.
Receipt of Notice . Any such notice will be deemed to have been received:
Provided that if deemed receipt occurs before 9.00am on a Business Day the notice will be deemed to have been received at 9.00am on that day, and if deemed receipt occurs after 5.00pm on a Business Day or on any day that is not a Business Day, the notice will be deemed to have been received at 9.00am on the next Business Day. For the purpose of this clause, "Business Day" means any day which is not a Saturday and Sunday or a public holiday in Washington, DC USA or London, UK (as the case may be) and reference to any time will be to Washington, DC USA or London, UK time (as the case may be).
Severability . If any provision of this User Agreement is held to be invalid, void or for any reason unenforceable, such provision will be struck out and will not affect the validity and enforceability of the remaining provisions.
Assignability . In our sole discretion, we may assign this User Agreement. Users may not assign this User Agreement or their account without our prior written consent.
Waiver . Our failure to exercise or enforce any right or provision of this User Agreement will not be deemed a waiver of such right or provision. Any waiver of any right, provision, term or condition must be in writing, signed by our authorized representative and be effective only for the instance specified in writing.
Amendments . We may amend this User Agreement (including any document incorporated by reference) at any time by posting the amended terms on our Site. Our right to amend the User Agreement includes the right to modify, add to, or remove terms in the User Agreement. Except for Listings (which can be modified at any time), all amended terms will automatically be effective thirty (30) calendar days after they are posted on our Site. This User Agreement may not otherwise be amended except through mutual agreement by you and a IronDirect' representative who intends to amend this User Agreement and is duly authorized to agree to such an amendment.
Force Majeure . Neither party to this User Agreement will be liable for any delay or failure to comply with its obligations under this User Agreement if such delay or failure results from circumstances beyond its control. Neither party will be considered in breach of this User Agreement to the extent that any of its respective obligations (excluding payment obligations) are prevented by a force majeure event that arises after the date an obligation is due to be performed. The term "force majeure event" will mean an event beyond the control of either party that prevents one party from complying with any obligations under this User Agreement, including, but not limited to, severe weather, war or hostilities, insurrection, riot or civil unrest, strike or other labor action, environmental contamination or release of radioactive, chemical or biological agent into the atmosphere, epidemic, pandemic, terrorist act(s), cyber-attack, or similar events beyond the reasonable control of a party.
Records The User's Responsibility . We do not guarantee the preservation or maintenance of records relating to any buyer or seller transactions or the Services. We encourage you to keep individual records and an accounting of all activity conducted through our Site.
Independent Contractors . No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this User Agreement.
Third Party Rights . A person who is not a party to this User Agreement has no right to enforce any term of this User Agreement. You acknowledge that this includes no rights under the United Kingdom's Contracts (Rights of Third Parties) Act 1999 or otherwise.
Service Provider . You acknowledge that we are entitled to subcontract any of our contractual obligations related to the provision of Services described herein to third parties selected by us.
Survival . The following Sections survive any termination of this User Agreement: Content, Liquidated Damages for Failure to Pay, Intellectual Property Rights, Disclaimer of Warranties; Limitation on Liability; Defense and Indemnity, Disputes Among Users and Legal Disputes.
Electronic Signatures in Global and National Commerce Act . Prospective bidders are notified by this statement that you consent to this User Agreement by clicking the electronic link indicating your agreement to be bound to these terms, and you meet the requirements of the Electronic Signatures in Global and National Commerce Act (ESIGN), as amended. You may print this User Agreement, but it is subject to change by us. Changes to this User Agreement will be effective from the time they are placed on our Site, in the User Agreement section of the site, or any other section where they may appear. You will not receive any other notice of a change in this User Agreement outside of the posting of updates to the User Agreement displayed on our website. You are encouraged to read the User Agreement before submitting any bids or otherwise transacting on this site.
It is the policy of IronDirect, Inc. and its subsidiaries and affiliates ("LSI" or "we") to comply with all applicable export control laws. Export control laws restrict certain types of information, technologies and assets that can be transmitted or transferred from one country to another or from individuals in one country to individuals in another country. Except as otherwise defined herein, all defined terms shall have the same meaning as given in our User Terms and Conditions Agreement as posted on our website.
- Your purchased Asset may be subject to export restrictions including, but not limited to, the export control laws of the United States, European Union, or other applicable laws. Your purchased Asset may not be eligible for export to your intended destination, or from the country where the Asset is located to any destination, without prior authorization ( e.g., export license) from the applicable government. You accept and expressly assume full responsibility for determining licensing requirements and obtaining license authority for the export or import of any Asset you purchase. Diversion of your purchased Asset contrary to applicable law is prohibited.
- Assets will be subject to the export laws of the country in which Asset is located
- Assets may also be subject to the export laws of other countries, depending on the country of manufacture. For example, Assets manufactured in the U.S. are subject to U.S. laws regardless of the location of the sale.
- Unless otherwise agreed to in writing by IronDirect, all Assets are sold ex works. If you wish to ship Assets to a country other than the location of the Asset at the time of sale ("export"), you or your agent will be the exporter from the country of sale and the importer in the destination country. LSI is not the exporter or importer and will not be identified as the exporter or importer on any shipping or export documentation.
- You hereby expressly assume responsibility for determining licensing requirements and obtaining license authority under all applicable export control laws and regulations. If you are not located within the country where the sale occurs, it may be necessary for you to designate an agent by Power of Attorney within the country to be responsible for the export. You hereby expressly agree to take with reasonable diligence all such actions as may be necessary to affect the release of the Assets to you or your agent. You hereby acknowledge and agree that the sale will be cancelled unilaterally by LSI without prior notice and you will immediately forfeit any and all rights in the purchased Assets, including any monies paid to LSI, if LSI discovers, knows, or has reason to know that you or your agent will violate applicable law.
- For sales of Assets located within the U.S.:
- All sales to persons located outside the United States are structured as "routed export transactions" as defined in 15 C.F.R. Â§ 758.3 and 15 C.F.R. Â§ 30.3. In the event that you export Assets purchased from an LSI marketplace, you will be (a) the U.S. Principal Party in Interest; or (b) if you are not eligible to be the U.S. Principal Party in Interest, you will authorize a U.S. agent to be the "Exporter" in accordance with the Foreign Trade Regulations and the Export Administration Regulations. We will not release an Asset sold to a Buyer outside the United States unless and until all appropriate documentation has been provided to LSI to establish a "routed export transaction".
- Export controls and sanctions are administered by several U.S. Government agencies including, but not limited to: (a) the Directorate of Defense Trade Controls ("DDTC") which administers export controls applicable to defense services, defense articles, and related technical data controlled under the International Traffic in Arms Regulations ("ITAR"), 22 C.F.R. Parts 120-130; (b) the Bureau of Industry and Security ("BIS") which administers export controls applicable to certain defense, commercial, and "dual-use" items, software, and technology under the Export Administration Regulations ("EAR"), 15 C.F.R. Parts 730-774; and (c) the Office of Foreign Assets Control ("OFAC") which prohibits certain activities relating to sanctioned countries, persons, and activities.
This notice is not intended to be a comprehensive summary of these laws. It is your responsibility to ensure compliance with applicable laws. For more information on your obligations under U.S. export laws, please consult the appropriate U.S. Government agency.
- For sales of Defense Logistics Service ("DLA") surplus Assets
- If you purchase an Asset classified as DEMIL B or Q you must complete a DLA Form 1822 ("End-Use Certificate" or EUC"). When an EUC is required to complete the transaction, no property will be released or removed until the EUC is complete and the Assets has been cleared for release by DLA. There will be no exceptions or exclusions to this requirement. The edition of the EUC, DLA Form-1822, provided online is the ONLY valid form accepted for this sales event.
- Once it is determined that you are the high bidder, after the sale close date, the following deadlines apply: You will have seven business days from the sale closing date to submit a completed EUC. If revisions to the EUC are necessary, you will have an additional five business days to make revisions and submit an EUC capable of being accepted by LSI or the DLA Office of Criminal Investigations Trade Security Control ("TSC") Office, whichever will be reviewing the EUC. Buyers who have not submitted an acceptable EUC within 12 business days will have their winning bids voided and liquidated damages assessed equal to the greater of 25% of the winning bid or thirty dollars ($30).
- You are responsible to ensure the EUC is complete, correct and legible. You understand that LSI does not control the amount of time required for approval or the final decision to allow or disallow the release of the property to the individuals completing and filing the EUC
- DLA surplus assets are subject to DEMIL Code changes as imposed by the DLA Disposition Services or the U.S. Government. If an item's DEMIL status changes to "B" or "Q", you agree to complete a DLA Form-1822 when informed of the change, if requested.
- Sales of DLA Assets for which EUCs have not been approved by TSC within 60 days of submission may be canceled by LSI at our sole discretion.
- All sales of Assets requiring an EUC must be to a U.S. person.
- LSI and its subsidiaries world-wide comply with U.S. sanctions laws, and the sanctions laws of the countries in which it operates. Under various U.S. sanctions programs, an Asset may not be acquired for, shipped to, transferred (in-country), or re-exported, directly or indirectly, to or for (a) prohibited persons; (b) countries subject to U.S. sanctions; or (c) restricted end-uses such as, but not limited to, weapons of mass destruction, nuclear activities, chemical/biological weapons, or missile projects, unless specifically authorized by the U.S. Government for such purposes. You will comply strictly with all U.S. law, as well any other applicable law such as the law of the country in which the Assets are located, and assume sole responsibility for obtaining appropriate authorizations from the applicable government to export, re-export or transfer as may be required.
- Any Assets manufactured or purchased from locations in the U.S. should be considered "U.S. Origin" Assets. For a full definition of "U.S. Origin", please refer to the U.S. Bureau of Industry and Security's website. You may not, without prior U.S. Government authorization, export, re-export, or transfer any U.S. Origin Assets, including, goods, software, or technology, either directly or indirectly, to any person who may be restricted by U.S. law, including, but not limited to, those persons identified in the Denied Persons List, Entity List, Unverified List, the U.S. Department of State's Debarred and Nonproliferation Lists, or the Specially Designated Nationals List.
- You agree to cooperate fully with any request from LSI relating to your compliance with this Policy, including, but not limited to, providing copies of shipping records or allowing LSI to inspect original documents upon request.
- Failure to comply with the export and sanctions laws of the U.S. or any other applicable country may result in fines and penalties, up to and including imprisonment and detention, seizure, or forfeiture of the purchased Asset, in addition to delays in the delivery or use of purchased Asset.
- Products subject to recall;
- Products produced, manufactured or packaged by forced prison labor or child labor;
- Pornography in any form of media;
- Alcoholic beverages, cigars, cigarettes or tobacco products;
- Live animals or taxidermy;
- Grave or other funeral-related items;
- Charity fundraising activities;
- Used cosmetics;
- Credit or debit cards;
- Gift cards;
- Illegal and prescription drugs, illegal drug paraphernalia, and materials describing how to make illegal drugs;
- Embargoed Assets from prohibited countries currently listed by the U.S. Office of Foreign Assets Control;
- Government documents, government identifications, and government licenses;
- Human parts or human remains;
- Surveillance equipment (including but not limited to lock picking devices, wiretapping devices, telephone bugging devices);
- Event tickets;
- Lottery tickets;
- Mailing lists and personal consumer information;
- Manufacturer's coupons;
- Federal or state regulated medical devices;
- Plants (including live plants and seeds);
- Firewood or lumber (not including artificial or manufactured firelogs);
- Postage meters or stamps;
- Real estate;
- Stocks and other securities;
- Travel services;
- Products containing ingredients that are regulated by the U.S. Drug Enforcement Administration as a controlled substance or listed chemical;
- Textile fiber, fur or wool products misbranded or falsely or deceptively labelled or advertised under the Textile Fiber Products Identification Act, the Fur Protection Labelling Act, the Wool Products Labelling Act and the rules and regulations promulgated under such Acts; or
- Illegal products, illegal services, stolen or recalled products.
Copyright & Intellectual Property Policy . We respect the intellectual property of others, and we expect our users to do the same. We respond to notices of alleged copyright or other intellectual property infringement. If you believe that your copyrights or other intellectual property rights have been infringed by postings of others through the Site, you should contact our Copyright Agent. Provide our Copyright Agent with the following information:
- an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
- a description of the copyrighted work or other intellectual property that you claim has been infringed;
- a description of where the material that you claim is infringing is located on the Site;
- your address, telephone number, and email address;
- a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
- a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf.
LSI's designated agent to receive notifications of claimed infringement can be reached by:
Copyright Agent - Legal Department
1920 L Street, NW, Sixth Floor
Washington, DC 20036
Phone: (202) 467-6868
Fax: (202) 467-4056
For additional information regarding this procedure, please reference 17 USC 512.