Last updated on
This User and Purchase Agreement (this "Agreement") applies to merchants, either individuals or companies (hereinafter, such merchant shall be referred to as "you" or "User"), desiring to purchase products listed by Optoro, Inc. ("Techliquidators” or “Optoro” or "we" or "us") on the website www.techliquidators.com or its successor sites (the "Site"). Such products are referred to hereunder as "Listed Products." If you are using this website on behalf of a company that you listed in the User registration process, "you" and "User" throughout the remaining sections of this Agreement refers to the company listed in the User registration and you hereby acknowledge and agree that you are authorized to sign on behalf of the company and hereby bind such company to this Agreement. Best Buy Stores, L.P. (including its affiliates) is an express third-party beneficiary of Optoro’s rights and obligations under this Agreement and shall be entitled to enforce the provisions of this Agreement as if it were itself a party to the Agreement.
You must accept and agree to this Agreement before placing a bid. This Agreement applies to the bidding process and to any purchase of Listed Products. This Agreement applies to you as of the date you accept this Agreement and on a going-forward basis every time you use the Site or purchase Listed Products. This Agreement will continue until terminated as provided in this Agreement. Notwithstanding anything to the contrary herein, either party will have the right, in its sole discretion, to terminate this Agreement with or without cause upon notice to the other party. For clarity, termination of the Agreement does not impact your obligations under this Agreement with respect to bids or purchases for Listed Products made prior to termination, all of which expressly survive termination of the Agreement. Techliquidators reserves the right, at its sole discretion, to suspend or terminate your use of the Site without notice. You will be bound by this Agreement as soon as you use the Site and otherwise accept this Agreement as prompted during use of the Site, and you understand and agree that you will be bound by this Agreement even though you will not receive a signed copy from Techliquidators. By using the Site you agree to be bound by its Terms of Service. If you do not agree to the Terms of Service listed on the Site, please do not use the Site.
THE SUBMISSION OF A BID CONSTITUTES AN IRREVOCABLE OFFER TO PURCHASE THE LISTED PRODUCT YOU BID ON, WHICH MAY BE ACCEPTED OR REJECTED IN TECHLIQUIDATORS’ SOLE DISCRETION, ON THE TERMS AND CONDITIONS OF THE LISTING AND IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT. IN ADDITION, TECHLIQUIDATORS’ RESERVES THE RIGHT TO CANCEL, IN ITS SOLE DISCRETION, ANY LISTING OF LISTED PRODUCT WITH OR WITHOUT NOTICE AT ANY TIME WITHOUT AWARDING ANY LISTING PRODUCTS. YOU AGREE THAT THIS AGREEMENT AND ITS TERMS AND CONDITIONS APPLY EACH TIME YOU PLACE A BID OR PURCHASE LISTED PRODUCTS FROM THE SITE.
You acknowledge and agree that by placing a bid on the Site for Listed Products or otherwise contracting to purchase Listed Products, you agree to pay to Techliquidators the price you bid/ propose, the applicable shipping charges, and a processing fee ("Processing Fee") charged on all purchases and reflected during the purchase process (collectively, the "Purchase Price") for the Listed Products, if you are awarded the Listed Products. If you are awarded the Listed Products, you will receive a notification email from us (the "Notification Email") notifying you of your winning bid.
You agree that you will pay the entire amount of the Purchase Price by wire transfer or credit card (as directed by Techliquidators) within three (3) days of your receipt of the Notification Email. For credit card payments, you must provide Techliquidators with a valid credit card number and associated payment information including all of the following: (i) your name as it appears on the credit card, (ii) your credit card number, (iii) the credit card type, (iv) the date of expiration, and (v) any activation numbers or codes needed to successfully charge your credit card. By submitting that information to Techliquidators, you hereby agree that you authorize Techliquidators to charge your credit card the entire sum of the Purchase Price without prior notification to you, and that the Purchase Price is non-refundable.Your agreement with your credit card issuer governs your use of your designated card. You agree to pay all fees and charges incurred in connection with your purchases (including any applicable taxes) at the rates in effect when the charges were incurred. If Techliquidators does not receive payment from your credit card issuer or its agent, you agree to pay all amounts due upon demand by Techliquidators or its agents. You agree that the credit card charge and the wire transfer payments are non-refundable. In the event that we are not able to charge your credit card the aforementioned amounts for any reason, including declination of the charge, or if we do not receive the required wire payments from you, Techliquidators, at its sole option and discretion, may terminate the sale of the Listed Products and/or this Agreement. In such event, you shall not have any right, title or interest in or to the Listed Products, and the Listed Products may be marketed and sold to someone else without any liability on Techliquidators' part and without Techliquidators having to refund to you any prior payments made by you in order to cover Techliquidators’ related costs and damages. If the Listed Products are not made available to you for shipment within fourteen (14) days following Techliquidators’ receipt of your payment in full for the Listed Products, then you may, at your sole discretion, cancel your order and terminate your obligation to purchase the unavailable Listed Products by written notice to Techliquidators. Such termination shall be effective upon Techliquidators’ receipt of written notice to cancel. Techliquidators will return any payment made by you for the unavailable Listed Products under this Agreement within three (3) weeks following receipt by Techliquidators of your written notice to cancel without any further liability on Techliquidators’ part. In addition, Techliquidators reserves the right to cancel the sale of any Listed Products to you, in whole or in part, for any reason, or the unavailability of the Listed Product for any other reason, upon notice to you. Techliquidators will return any payment made by you for the canceled portion of any sale within three (3) weeks of providing such cancellation notice to you without any further liability on Techliquidators’ part. If you are approved by Techliquidators to purchase Listed Products that contain personal information (currently referred to as the ‘Qualified Buyer Program’), you must comply with Exhibit A (Product Sanitization Requirements) and Exhibit B (Qualified Buyer Additional Requirements) which are attached and incorporated herein. Whether or not you participate in the Qualified Buyer Program, if you purchase any Listed Products containing personal information, you must sanitize all purchased Listed Products as required by Exhibit A , in order to get the Listed Products into re-saleable condition. Listed Product purchased hereunder and sanitized may only be re-sold by you if the product passes the sanitization standards set forth in Exhibit A. You shall destroy any and all Listed Products which you are not able to sanitize per Exhibit A, and such destruction must be in accordance with the provisions set forth in Exhibit A and this Agreement and in accordance with any statute, regulation, ordinance, rule, order, decree or governmental requirement enacted, promulgated or imposed by any governmental authority at any level (e.g., municipal, county, province, state or national) or a combination thereof (collectively "Laws" or "laws"), including environmental, at no additional cost to Techliquidators.
You acknowledge that the number of units of the Listed Products set forth in the listing on the Site is merely an estimate and that the final inventory levels of Listed Product may vary from the number of units set forth in the listing. YOU HEREBY WAIVE ANY OPPORTUNITY TO DETAIL THE RECEIPT OF THE LISTED PRODUCTS IN CONSIDERATION OF THE TIME, COST AND OTHER CONSIDERATIONS INVOLVED, AS WELL AS THE DEEPLY DISCOUNTED PRICING AT WHICH YOU ARE ACQUIRING THE LISTED PRODUCTS. Subject to Section 4 below, you agree to the following: (a) you assume the risk that you may not receive all of the Listed Products set forth in the listing; (b) you assume the risk that you may receive more Listed Products than set forth in the listing; and (c) you release Techliquidators from any and all claims, demands, actions and causes of action you may have against Techliquidators as a result of the discrepancy between the items set forth in the listing and the items you actually receive.
Notwithstanding the above, in the event that you inadvertently receive a shipment(s) of Listed Product on which you did not bid/ that you did not purchase, you agree to:
EXCEPT AS IMPERMISSIBLE UNDER APPLICABLE LAW, (A)THE LISTED PRODUCTS AVAILABLE OR SOLD TO YOU ARE PROVIDED AND ARE PURCHASED BY YOU ON AN "AS IS" AND "WITH ALL FAULTS" BASIS, (B) TECHLIQUIDATORS AND ITS SUPPLIERS UNDERTAKE NO RESPONSIBILITY FOR THE QUALITY OF THE LISTED PRODUCTS, AND (C) TECHLIQUIDATORS AND ITS SUPPLIERS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. EXCEPT AS IMPERMISSIBLE UNDER APPLICABLE LAW, THE SITE (INCLUDING ALL CONTENT, FUNCTIONS AND INFORMATION) IS PROVIDED AND ALL LISTED PRODUCTS ARE SOLD THROUGH THE SITE ON AN "AS IS" BASIS WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED.
You hereby acknowledge that you used your own standards to determine the quality and value of the Listed Products. You acknowledge that the Listed Products may be damaged, defective, or otherwise lacking in merchantability and may not be fit for their usual, otherwise-intended purpose.
YOU MAY NOT REJECT ANY SHIPMENT OF OR RETURN ANY OF THE LISTED PRODUCTS FOR REFUND, CREDIT, EXCHANGE, OR OTHERWISE. If you attempt to avoid payment as a means of returning or rejecting any of the Listed Product, in violation of these terms, by disputing a charge to your credit card, you agree that Techliquidators has the unequivocal right to recover our fees and costs from any such unauthorized chargeback. Further, Techliquidators may choose to reject any further business from you.
Notwithstanding the foregoing, if you believe that more than ten percent (10%) of the Listed Product as described in the listing on the Site is missing or damaged and you would like to discuss your purchase with Techliquidators, please contact email@example.com WITHIN 30 DAYS OF THE LISTED PRODUCT INVOICE DATE with all of the following required information:
For the avoidance of doubt, any tampering, damage or discrepancy, including any missing pallets, cartons and units, must be noted on the manifest. Additionally, for the avoidance of doubt, ALL SUCH INFORMATION MUST BE RECEIVED WITHIN THE 30-DAY TIMELINE SET FORTH ABOVE, AND ANY CORRESPONDENCE (INCLUDING ANY CLAIMS) OR SHIPMENT INFORMATION RECEIVED AFTER SUCH PERIOD WILL NOT BE REVIEWED OR ADDRESSED BY TECHLIQUIDATORS.
Techliquidators reserves the right to inspect the Listed Product prior to disposition for up to sixty (60) days after a review request is reported to us in accordance with this Section 4 (timeline could include 60-day hold from shipping carrier). After Techliquidators reviews your request, Techliquidators may decide, in its sole discretion, to offer a full or partial credit, return, refund, or exchange, or any combination of the foregoing, in the amount and/or form it deems appropriate. You acknowledge and agree that Techliquidators is not obligated to issue any credit, refund or exchange. If Techliquidators does offer you a full or partial credit, return, refund, or exchange, of the Listed Products, that action constitutes your sole and exclusive remedy with respect to the underlying matter.
This Section 4 shall survive any termination or expiration of this Agreement.
Prior to the transfer, disposal, refurbishing, recycling, sale or any other disposition of the Listed Products, you agree:
You agree to comply with all state, federal and local rules and regulations with respect to the disposal of the Identification Marks, the Customer Information, and the deleted files and other information, including, but not limited to, Laws relating to privacy.
You acknowledge that monetary damages may not alone be a sufficient remedy for your failure to comply with the requirements of this Section 5 and that Techliquidators shall be entitled, without waiving any other rights or remedies, to such injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction. Further, you acknowledge and agree that if there is a breach or threatened breach of the provisions of this Section 5, Techliquidators will be irrevocably harmed and entitled to seek a temporary restraining order, injunction, and/or other equitable relief against the commencement or continuance of such breach without the requirement of posting a bond or proving injury as a condition of relief.
In addition, in the event that your performance of obligations under this Section 5 results in the creation of any waste or other material, your handling of that waste or material shall be subject to the requirements of Sections 6 and 7 of this Agreement.
This Section 5 will survive the termination or expiration of this Agreement.
All determinations regarding the status and handling of Listed Products after title has passed to you in accordance with this Agreement shall be the responsibility of, and made solely by you. You agree to indemnify, defend, and hold Techliquidators (including its parent and affiliates and their respective officers, directors, employees, contractors, suppliers, and agents) harmless from and against any losses, attorneys' fees, costs, liabilities, damages, penalties, third party claims, demands, actions, or causes of action arising out of, or in connection with, your disposal, incineration, or recycling of the Listed Products or components thereof, including, but not limited to, losses, attorneys' fees, costs, liabilities, damages, penalties, claims, demands, actions, or causes of action arising under or arising under Laws of any jurisdiction relating to the disposal, incineration, stewardship or recycling of Listed Products and components thereof. For the purposes of this indemnification, "disposal," "incineration", and "recycling" shall have the meanings set forth in the statute or regulation under which an indemnification obligation under this paragraph arises or is alleged to arise. This Section 6 shall survive the termination or expiration of this Agreement.
You represent and warrant that:
For the purposes of these representations and warranties, the terms "disposal", "incineration", and "recycling" shall have the same meaning as defined in Section 6 entitled Environmental Indemnification. This Section 7 shall survive the termination or expiration of this Agreement.
In addition to your other indemnification obligations set forth in this Agreement, you shall further indemnify, defend and hold Techliquidators (including its parent and affiliates and their respective officers, directors, employees, contractors, suppliers, and agents) harmless from and against any and all claims, demands, causes of action, actions, costs, liabilities, and expenses, of any nature, (including, but not limited to court costs, costs of investigation, and attorneys' fees) arising out of or in connection with any actual or alleged: (a) loss, theft or destruction, whether partial or whole, of the Listed Products and other items in the possession or control of you or your agents (including shipping/freight carriers); (b) the reconditioning, refurbishing, resale, sale, recycling, transfer, use, disposal, destruction, or repackaging of the Listed Products and other items provided under this Agreement; (c) the labeling, advertising and/or notices placed on the packaging or elsewhere or the lack of notices which should have been placed on the packaging; (d) inaccurate descriptions of the contents of the Listed Products and the package or of the Listed Products; (e) breach of this Agreement (including but not limited to warranties and representations) by you or your officers, directors, employees, agents or representatives; (f) failure to delete and remove all information or items contained in or on the Listed Products and other items tendered to the freight carrier or sold under this Agreement to you, including but not limited to claims arising from the failure to comply with requirements described in Exhibit A and/or Exhibit B; (g) the acts or omissions of you or your officers, directors, employees, agents or representatives; (h) your removal and disposal of the Identification Marks, Customer Information, the hard drive of any computer, deleted files and other information; (i) your dispute with another user of the Site; (j) Techliquidators' use or publication of data or information provided by you; (k) violation of any Law by you or your officers, directors, employees, contractors, agents or representatives; (l) your use of the Site; and (m) any infringement or misappropriation of any proprietary rights by you or parties under your control or direction. This Section 8 shall survive the termination or expiration of this Agreement.
You agree to permit Techliquidators, its parent, subsidiaries or affiliated entities, and its agents (including third parties) the right to visit your warehouse, facility, or place of business at any time in order to monitor compliance with the terms of this Agreement, including but not limited to an unannounced audit of your sanitization processes and inspection of products. Techliquidators, its parent, subsidiaries or affiliated entities, or its designated agents, shall have the right to audit your books and records related to this Agreement, evaluate the Listed Products to ensure they are sanitized as required, and inspect your facilities and procedures at any time to assure compliance with the terms and conditions of this Agreement, including Exhibits A and B. You agree to provide Techliquidators' designated audit and inspection team with access to the relevant records, facilities, and procedures. Techliquidators will pay the cost of any such audit and inspection unless the audit reveals that you are not performing in compliance with the terms of this Agreement, then, in addition to any other legal and equitable remedies available to Techliquidators, you will reimburse Techliquidators for the costs of the audit and inspection. In addition, if the inspection or audit reveals a condition that is unsatisfactory to Techliquidators in its reasonable business judgment, you will bear the costs for any re-inspection and re-audit if desired by Techliquidators. The rights set forth in this Section 9 shall survive for a period of seven (7) years following the termination or expiration of this Agreement.
THE ENTIRE RISK ARISING OUT OF ANY PRODUCTS OR SERVICES OFFERED ON OR IN CONNECTION WITH THE SITE, AND ANY PURCHASE, RESALE, OR SUBSEQUENT USE THEREOF, IN ADDITION TO ANY CONTENT, USER CONTENT OR DIGITAL DOWNLOADS REMAINS WITH YOU. EXCEPT AS IMPERMISSIBLE UNDER APPLICABLE LAW, IN NO EVENT SHALL TECHLIQUIDATORS , ITS AFFILIATES, OR ITS SUPPLIERS, BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, DIRECT, INDIRECT, SPECIAL, PUNITIVE, OR OTHER DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS) ARISING OUT OF THIS AGREEMENT OR THE USE OF OR INABILITY TO USE OR RESELL ANY PRODUCTS, SERVICES, CONTENT, USER CONTENT AND/OR DIGITAL DOWNLOADS, THE PROVISION OF OR FAILURE TO PROVIDE PRODUCTS OR SERVICES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES, USER CONTENT AND CONTENT OBTAINED THROUGH THE SITE WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT OR POSTED ON THE SITE, THE MAXIMUM LIABILITY THAT TECHLIQUIDATORS, ITS AFFILIATES, OR ITS SUPPLIERS, SHALL HAVE ARISING FROM THIS AGREEMENT IS LIMITED TO ANY AMOUNTS ACTUALLY PAID BY YOU FOR THE PURCHASE PRICE OF THE PARTICULAR LISTED PRODUCT AT ISSUE, WHICH FOR CLARIFICATION WILL NOT EQUAL THE AMOUNT OF THE PAYMENT FOR THE ENTIRE LISTING. YOU ASSUME ALL RISK OF LOSS FOR SHIPPED LISTED PRODUCTS. USER INFORMATION SUCH AS ADDRESS THAT IS INACCURATE OR INCOMPLETE MAY RESULT IN DELAYS THAT SHALL NOT BE THE RESPONSIBILITY OF TECHLIQUIDATORS. YOU ACKNOWLEDGE AND AGREE THAT THE LIMITATIONS OF LIABILITY, DISCLAIMERS OF WARRANTIES AND LIMITED REMEDIES SET FORTH HEREIN REPRESENT AN INSEPARABLE ALLOCATION OF RISK (INCLUDING, WITHOUT LIMITATION, IN THE EVENT OF A TOTAL AND FUNDAMENTAL BREACH OF THIS AGREEMENT) THAT IS AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. THIS SECTION 10 SHALL SURVIVE THE TERMINATION OR EXPIRATION OF THIS AGREEMENT.
You shall not use or disclose to any individual or entity, including but not limited to any transferee or subsequent purchaser of the Listed Products, the following: (a) that you purchased or received the Listed Products from the Site; (b) the nature or result of any business relationship with Techliquidators; (c) any of the Identification Marks; (d) any Customer Information; (e) any files or information stored within any of the Listed Products that are computers or other electronics containing memory or other storage; and (f) other information of a nature not generally disclosed by Techliquidators or its suppliers to the public. This Section 11 shall survive the termination or expiration of this Agreement.
You represent and warrant that (1) the overall purchase price offered by you for the Listed Products was arrived at independently without consultation, communication or agreement with any competitor or other potential purchaser or seller of the Listed Products; and (2) no attempt has been made to induce any other person to submit or not to submit a proposal to purchase the Listed Products.
Techliquidators and you understand and acknowledge that each shall perform its duties and obligations under this Agreement as an independent contractor and that this Agreement does not create a joint venture, partnership, employment or agency relationship between you and Techliquidators.
You represent and warrant to Techliquidators that, other than as specifically set forth in this Agreement, you have not paid any consideration or made any payments of any kind to any person or entity, including but not limited to Techliquidators employees, officers, and directors, to obtain this Agreement or for the purchase of the items being sold under this Agreement. This Section 13 shall survive the termination or expiration of this Agreement.
You will pay Techliquidators or the applicable governmental entity any value added, sales or use taxes or similar taxes that are owed by you solely as a result of entering into this Agreement or which Techliquidators is permitted to collect from you under applicable Law. If you provide to Techliquidators a valid exemption certificate prior to a purchase of Listed Products under this Agreement, Techliquidators will not collect the taxes covered by such certificate. Techliquidators is not liable for any of the taxes that you are legally obligated to pay as a result of your distribution or resale of product purchased under this Agreement. All such taxes (including without limitation, income taxes, withholding taxes, value added, franchise, gross receipt, sales, use, property or similar taxes, duties, levies, fees, excises or tariffs incurred in connection with or related to the distribution of the Listed Products) will be your financial responsibility. You understand and acknowledge that you will be solely responsible for all taxes, your and your employees' wages, benefits, unemployment compensation and workers' compensation and all other costs and expenses relating to your employees and applicable to the performance of this Agreement, whether imposed now or at a later date.
If Techliquidators is audited by a taxing authority or other governmental entity with respect to a tax matter arising from this Agreement, you agree to reasonably cooperate with Techliquidators in order to respond to such audit inquiries in an appropriate and timely manner, so that the audit and any resulting controversy may be resolved expeditiously and to Techliquidators’ reasonable satisfaction. Notwithstanding anything herein to the contrary, you additionally agree to retain such sales tax records as may reasonably be requested by the taxing authority, and to provide access to such sales tax records to Techliquidators in the event of such a request, for the applicable statute of limitations, and upon notice from Techliquidators that such statute has been extended, for any extensions thereof.
You shall not delegate, subcontract, assign or transfer any of your rights, duties, or obligations under this Agreement or the right to purchase the Listed Products without the prior express written consent of Techliquidators. In the event that Techliquidators grants any such consent, you shall be solely responsible for the conduct of such agents and assignees, and the granting of such consent shall in no way modify or affect your duties to Techliquidators under this Agreement. Techliquidators may assign this Agreement to a parent, a subsidiary, an affiliated entity, or other third party. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefits of the parties, and their respective successors and assigns.
This Agreement shall be governed by the laws of the State of Minnesota without regard to its rule of conflicts of laws, and venue shall be within the State of Minnesota. Each party hereby expressly consents to the original and exclusive jurisdiction of the state and federal courts located in Minneapolis, Minnesota. The rights and obligations of the parties under this Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods or the Uniform Commercial Code as adopted by any applicable jurisdiction. This Section 16 shall survive the termination or expiration of this Agreement.
You represent and warrant that you will comply with all Laws, including but not limited to export laws as outlined in the Export Administration Regulations (EAR), and the United States Foreign Corrupt Practices Act (FCPA) and all other applicable anti-bribery laws, in connection with this Agreement.
In addition to all other requirements contained in this Agreement, you agree to comply with any additional requirements imposed by Techliquidators’ applicable vendors and/or the original manufacturers of the Listed Products.
You acknowledge that this assurance and this Section 17 will survive termination or expiration of this Agreement.
Techliquidators may choose not to award Listed Products to you for any reason, including but not limited to Techliquidators' concerns with your ability to comply with Law or otherwise meet the terms and conditions of this Agreement.
All notices, demands and other communications that are required or may be given under this Agreement will be in writing and will be deemed to have been duly given if emailed by Techliquidators or if mailed by either party certified mail, return receipt requested, or by a nationally recognized overnight courier service, receipt confirmed. Notices to you via email will be deemed effective at the time the email is sent. In the case of notices via certified mail or courier service, notices will be deemed effective upon the date of receipt. Notices to you will be addressed to the email or physical address you provided in the User registration and notices to Techliquidators must be mailed and addressed to Techliquidators, 1001 G Street NW, Suite 1200, Washington, DC 20001 ATTN: General Counsel, unless either party notifies the other of a change of address or email address, in which case the latest noticed address or email address will be used. If Techliquidators receives a message that your email address is no longer valid or that the email communication could not be delivered, notice shall be deemed to have been provided to you at the time Techliquidators received notice of non-delivery.
You represent and warrant to Techliquidators that if you are signing on behalf of a company or entity that will purchase the Listed Products that such company or entity is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, and that you and the company have the requisite power and authority to execute and deliver this Agreement and the requisite power and authority and ability to perform the obligations under this Agreement, including the purchase of the Listed Products. You further represent and warrant that this Agreement has been duly authorized, executed and delivered by you and constitutes a valid and binding obligation of you or the company or entity on whose behalf you are entering into this Agreement enforceable against you or such company or entity according to its terms.
Techliquidators shall not be liable or responsible to you, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any provision of this Agreement, when and to the extent such failure or delay is caused by or results from acts beyond Techliquidators’ reasonable control, including, without limitation: (a) acts of God; (b) flood, fire, earthquake or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) actions, embargoes or blockades in effect on or after the date of this Agreement; (e) action by any governmental authority; (f) national or regional emergency; and (g) strikes, labor stoppages or slowdowns or other industrial disturbances.
Techliquidators will determine the content, appearance, functionality and all other aspects of the Site in its sole discretion, and may redesign, modify, and alter the content, appearance, and functionality of the Site from time to time in its sole discretion. You understand and agree that the sale of Listed Product through the Site is not exclusive, and the same type of inventory may be sold to other bidders. You further understand and agree that Techliquidators is not guaranteeing any minimum quantity, quality or a certain type of product. The headings contained herein are for the convenience of reference only and are not of substantive effect. If any provision herein shall be deemed or declared unenforceable, invalid or void by a court of competent jurisdiction, the same shall not impair any of the other provisions contained herein which shall be enforced in accordance with their respective terms. Any of the provisions of this Agreement may be waived by the party entitled to the benefit thereof. Neither party will be deemed, by any act or omission, to have waived any of its right or remedies hereunder unless such waiver is in writing and signed by the waiving party, and then only to the extent specifically set forth in such writing. A waiver with reference to one event will not be construed as continuing or as a bar to or waiver of any other right or remedy, or as to a subsequent event. This Agreement (including any applicable amendments), and the Terms of Service on the Site, constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings relating to such subject matter, and may not be amended, supplemented, or modified in any way, except by an amendment in writing. No amendment to this Agreement will be effected by Techliquidators’ acknowledgement or acceptance of a purchase order, invoice, or other forms stipulating additional or different terms. You acknowledge and agree that previously executed amendments to a prior version of this Agreement will remain in effect until terminated or superseded. In the event of any conflict between the Terms of Service on the Site and this Agreement, the terms and conditions of this Agreement shall govern. The expiration or termination of this Agreement will not terminate vested rights of either party from any liabilities or obligations incurred under this Agreement prior to or which by its express terms or by their nature are intended to survive expiration or termination, including but not limited to provisions relating to confidentiality, payment, sanitization obligations, and indemnification.
As part of your purchase of Listed Products, you may receive media and/or devices that may contain personal information. As it relates to these standards, "Personal Information" is data that can identify an individual, be linked to an identified or reasonably identifiable individual, or information owned or created by an individual (e.g., photos, videos, movies, documents), and subsequently stored on a product, device or the media contained therein.
This Exhibit sets out the sanitization standards to be followed prior to the transfer, disposal, refurbishing, recycling, resale or any other disposition ("Handling") of all devices capable of data storage and/or storage media of any kind. Prior to Handling, you must use an industry-standard tool or process that meets or exceeds the requirements outlined in the National Institute of Standards and Technology Special Publication 800-88 rev. 1, Guidelines for Media Sanitization, any successor version, or other industry-accepted tools, software, or processes to reasonably remove all data from the device or make such data un-recoverable with commercially available tools, processes or methods (a "Sanitization Method") whereby such product is thereafter deemed "Sanitized".
In determining the appropriate Sanitization Method to achieve the required Sanitized state before Handling, Service Provider shall use of one or more of the following methods:
Following applicable vendor-specific and product-specific recommendations or guidelines, when available;
Using industry-standard tools and capabilities, including software or firmware, designed explicitly for data deletion, following the product guidance on the proper use of these tool(s) or capabilities; or
Using industry-standard methodologies for physical destruction of the media, which may include, for example, shredding, drilling, crushing, electromagnetic wiping, heat, solvent baths, or other methods of physical destruction that accomplish a Sanitized state.
In all instances, you are solely responsible for ensuring the use of physical destruction Sanitization Methods (Option (3)) is consistent with all applicable laws and commercially reasonable business practices including, but not limited to, those addressing health, safety, and environmental concerns.
You shall ensure that the selected Sanitization Method does in fact yield a Sanitized state for a specific product. Techliquidators will have the right to examine and conduct audits of operational controls, processes, procedures, books and records, which may include inspection of any facility where you receive, process, handle, store, or re-sell the Listed Products, as well as discussion with your management personnel and material subcontractors to verify your compliance with the Product Sanitization Requirements. Upon Techliquidator’s request, you will certify and provide documentation sufficient to validate, that the product(s) identified by Techliquidators in such request were Sanitized as required under the Agreement and this Exhibit A.
As part of your purchase of Listed Products as part of the Qualified Buyer Program, you will receive media and/or devices that contain personal information. As it relates to these standards, "Personal Information" is data that can identify an individual, be linked to an identified or reasonably identifiable individual, or information owned or created by an individual (e.g., photos, videos, movies, documents), and subsequently stored on a product, device or the media contained therein. As a result, you must comply with the obligations set forth in Exhibit A to the Agreement. In addition, you represent and warrant that you comply with, and will maintain compliance with, the following:
Physical Plant Security.
Your physical plant where Listed Products will be stored and/or sanitized has:
You agree to implement and maintain the following:
Comply with one of the following (or similar) Industry Standards/Associations for downstream disposal of electronics: