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RECOGNITION
AND ACCEPTANCE OF TERMS & CONDITIONS
Sign
in and use of the eFREEMARKET.com website and it's services
constitutes acceptance of the eFREEMARKET.com Terms &
Conditions. You and your company accept and agree to be bound by the
Terms & Conditions, operating rules and/or policies of
eFREEMARKET.com, published by eFREEMARKET.com as described below
(all such Terms & Conditions, operating policy and/or policies
as they may be amended from time to time shall hereinafter be
referred to as these "Terms & Conditions"). Members may be
referred to as "Member," "Respondent", RFQ Requestor", "User,"
"Buyer" when a Member is being described as acting as a buyer in a
eFREEMARKET.com transaction, "Bidder" when a Member is being
described as bidding on an asset in order to act as a potential
buyer in a eFREEMARKET.com transaction, "Respondent" when a Member
is responding to a Request for Quotation "RFQ", "RFQ Requestor" when
publishing an ad soliciting bid quotations for requested equipment
or supplies and "Seller" when a Member is acting as a seller in a
eFREEMARKET.com sales transaction. These Terms & Conditions
comprise the entire agreement between Member and eFREEMARKET.com and
supersede all prior agreements between the parties, regarding the
subject matter contained herein.
EXPLANATION OF
eFREEMARKET.COM SERVICES
eFREEMARKET.com is a business too
business "B2B" network restricting membership to viable global
businesses.
eFREEMARKET.com acts as a venue for business Sellers to list
properties and business Buyers to either bid on properties or
request quotations "RFQ" as a means to generate multiple bids from
perspective sellers. The eFREEMARKET.com network is not involved in
the actual transactions between Buyers and Sellers and assumes no
responsibility for actions made based on information or services on
eFREEMARKET.com. In the
event that any parties using our Site, including RFQ Requestors, RFQ
Respondents, Sellers, Buyers and Bidders, have a dispute, the
Company (including our officers, directors, agents, affiliates, and
employees) is not liable for any claims, demands and damages arising
out of or in any way connected with such disputes. The information
published on the Site may include inaccuracies or errors. While the
Company strives to keep the information on the Site accurate,
complete and up-to-date, the Company cannot guarantee, and will not
be responsible for any damage or loss related to the accuracy,
completeness or timeliness of the information. Such information is
provided without warranty of any kind. In no event shall the Company
(and our officers, directors, agents, affiliates, and employees) be
liable for any claims, demands and damages arising out of or in any
way connected with the use of the Site, the delay or inability to
use the Site, or any information or services obtained from the
Site.
WHO CAN BID?
Bidders must register with
eFREEMARKET.com as a business Member and be capable of forming
legally binding relations under applicable law. The services
provided by eFREEMARKET.com are not available to individuals that do
not represent a business entity. In addition, eFREEMARKET.com
services are unavailable to persons under the age of 18 years old
and any other individuals who are legally prohibited from, or
otherwise incapable of, entering into binding
contracts.
WHO CAN
PLACE AN RFQ?
RFQ
requestors must register with eFREEMARKET.com as a business Member
and be capable of forming legally binding relations under applicable
law. The services provided by eFREEMARKET.com are not available to
individuals that do not represent a business entity. In addition,
eFREEMARKET.com services are unavailable to persons under the age of
18 years old and any other individuals who are legally prohibited
from, or otherwise incapable of, entering into binding
contracts.
WHO CAN
RESPOND TO AN RFQ?
Bidders
must register with eFREEMARKET.com as a business Member and be
capable of forming legally binding relations under applicable
law. Respondents must
have active properties for sale within the eFREEMARKET.com network
to be eligible to respond to an RFQ. Members attempting to
respond to "RFQ's" without meeting the eligibility requirements may
be suspended or barred from the network. The services provided by
eFREEMARKET.com are not available to individuals that do not
represent a business entity. In addition, eFREEMARKET.com services
are unavailable to persons under the age of 18 years old and any
other individuals who are legally prohibited from, or otherwise
incapable of, entering into binding contracts.
WHO CAN
SELL?
Sellers must be the rightful owners or authorized
by the owners of such property, a court of law, or through power of
attorney to sell an Asset. Sellers must produce evidence of
ownership and/or authorization to sell an Asset upon request of
eFREEMARKET.com or a Buyer. The services provided by
eFREEMARKET.com are not available to individuals that do not
represent a business entity. In addition, eFREEMARKET.com services
are unavailable to persons under the age of 18 years old and any
other individuals who are legally prohibited from, or otherwise
incapable of, entering into binding contracts.
PROCEDURE
FOR CONDUCTING AUCTIONS
Assets are listed on eFREEMARKET.com
for the specified bidding periods shown on the Site and are deemed
"sold to a Buyer" at the close of bidding which will be set at a
time pre-determined by the Seller and meeting the price restriction
or limitations of the Seller. Each Asset will have a clear and
factual description and disclosure information on the Site, as well
as any additional conditions of sale provided by the Seller. Once
bidding commences, Bidders may make a bid at any time prior to
closing of the bidding. All Assets will have a minimum bid price
disclosed on the Site. For certain Assets, the Seller may impose a
reserve price, which is not disclosed on the Site. If there are no
bids above the minimum bid or reserve price (whichever is higher),
then the Seller is not obligated to sell the Asset. After bidding
closes on each Asset, eFREEMARKET.com will send the highest Bidder
and Seller an email detailing the highest bid and contact
information. In all auctions Buyers who receive a winning bid notice
are legally bound to buy the asset at the quoted bid amount (see
"Contractual Obligations of Buyers and Sellers" below), and the
Seller is legally bound to sell the asset, pursuant to these Terms
& Conditions, subject to the additional conditions of sale
specified by Seller. The Seller is obligated to contact the winning
Bidder within three (3) business days to complete the transaction
(or the Seller may engage a representative, including
eFREEMARKET.com, to contact the winning Bidder on the Seller's
behalf, pursuant to prior agreement). After three (3) business days
if the Seller is unable to contact the winning Bidder, for whatever
reason, the Seller may, in its sole discretion (a) continue to
attempt to contact the high bidder with assistance from
eFREEMARKET.com; (b) after contacting eFREEMARKET.com, contact the
second highest Bidder and sell the Asset to the second highest
Bidder; or (c) re-list the asset on the Site. By selling an Asset to
the next highest Bidder, neither the Seller nor eFREEMARKET.com is
releasing any claims he/she/it may have against the highest Bidder
for non-performance. Once the Seller contacts the winning Bidder,
the Seller and winning Bidder shall complete the settlement of the
purchase and sale of the Asset pursuant to "Settlement of
Transactions" below.
SETTLEMENT OF
TRANSACTIONS
The settlement of a purchase and sale of an
Asset following a completed bidding process shall be conducted
pursuant to this Section, unless otherwise provided in the Seller's
conditions of sale or in a written agreement executed by the Buyer
and Seller. Unless otherwise provided in the Seller's conditions of
sale or otherwise agreed upon by the Seller and Buyer in writing,
final settlement shall take place no later than seven (7) business
days after Buyer is given a Winning Bid notice.
USER NAME
AND PASSWORD
Once a representative or business entity becomes
a Member of the Site, the Member will select a user name and a
password. Members are entirely responsible for maintaining the
confidentiality of their user names and passwords. Furthermore,
Members are entirely responsible for any and all activities, which
occur under a Member's ID and password. Member agrees to immediately
notify eFREEMARKET.com of any unauthorized use of Member's ID or any
other breach of security known to Member.
SECURITY
SAFEHARBOR
eFREEMARKET.com
will never request financial information, passwords, usernames or
other confidential information through e-mail. A large number of fraudulent
requests are made using falsely identified email. Should a member receive such
a request, the request should be forwarded to the eFREEMARKET.com
Fraud Department immediately.
CONTRACTUAL OBLIGATIONS OF
BUYERS AND SELLERS
Terms & Conditions As Contract. These
Terms & Conditions, together with any additional conditions of
sale provided by a Seller for a particular Asset disclosed on the
Site, comprise a contract between a Seller and the winning Bidder in
any completed auction. By bidding on an Asset a Bidder agrees, and
by listing an Asset on the Site, a Seller agrees, to be bound by
these Terms & Conditions and the Seller's conditions of sale
included in the Asset's description, so long as those conditions of
sale are not in violation of these Terms & Conditions or
unlawful. In the event of any direct conflict between these Terms
& Conditions and any conditions of sale provided by a Seller,
then these Terms & Conditions shall prevail, except that in the
event of a direct conflict regarding the timing and requirements of
settlement provided in the Section entitled "Settlement of
Transactions" above, then the Seller's conditions of sale shall
prevail with respect to such provisions.
BINDING CONTRACT
BETWEEN BUYER AND SELLER
A bid made by a Buyer is an offer to
purchase the asset from the Seller at the stated bid price. The bid
is an irrevocable offer, subject only to material changes in the
description of an asset made after such bid is placed by a Buyer.
Buyers are required to conduct any research or due diligence of an
asset prior to making a bid (See "Other Responsibilities of
Bidders/Buyers" below). All Assets are listed and sold on an "as is"
basis. If a Buyer bids on an asset and that bid represents the
highest bid for that asset, and the highest bid is at or above the
Seller's minimum and/or reserve price (whichever is higher), the
Buyer's bid is deemed accepted by the Seller (subject to these Terms
& Conditions, including the right of a Buyer to change or
retract a bid in the event of a material change in the description
of the Asset, as set forth below), except for an exceptional
circumstance, such as a typographical error. Once a Buyer's bid is
accepted by the Seller, the Buyer is obligated to purchase the asset
at the price he/she/it offered and pursuant to these Terms &
Conditions and the Seller's conditions of sale. If a Seller receives
at least one bid at or above the Seller's stated minimum price (or
in the case where the Seller has set a reserve price, at or above
the reserve price), the Seller is obligated to complete the
transaction with the highest Bidder upon the completion of the
bidding, unless there is an exceptional circumstance, such as a
clear typographical error or other conditions stated in these Terms
& Conditions.
CONDITIONS OF PURCHASE AND
SALE
All
purchases and sales of Assets and use of the Site by Members shall
be conducted in compliance with applicable law. Purchases made on
the Site are entirely without recourse to eFREEMARKET.com. All
Members acknowledge and agree that closing of all sales of Assets
may be subject to final approval of a court (including a bankruptcy
court) or other agency and that if such approval is not obtained,
the Seller may withdraw such Asset after a completed bidding process
without any recourse or liability on the part of Seller.
BUYER AND
SELLER CONTRACT OBLIGATIONS
All
Members are third party beneficiaries of these Terms &
Conditions, and Buyers and Sellers shall be entitled to enforce the
provisions hereof and may pursue legal action against each other for
non-performance of any provision hereof, including without
limitation, non-performance of a purchase and sale after a completed
bidding process. In addition, eFREEMARKET.com retains the right to
terminate a Member's rights to use the Site in the event a Member
violates these Terms & Conditions. All Assets are listed and
sold on the Site on an "as is" basis. Bidders are required to
conduct any research or due diligence of an asset that they wish to
conduct prior to making a bid. After the online bidding is complete,
unless otherwise indicated/engaged, Buyers are responsible for
taking all necessary actions to complete the sale once a Winning Bid
notice is given to Buyer. eFREEMARKET.com retains the rights to
terminate a Buyer's rights to use the Site in the event a Buyer
fails to perform its obligations to settle on a completed
auction.
OTHER RESPONSIBILITIES OF
SELLERS
Description of Assets. Sellers must accurately
describe Assets in a listing provided for inclusion on the Site and
shall be liable for any misstatements or omissions in such
description. Failure to accurately describe an Asset could be
fraudulent and could subject a Seller to civil and/or criminal
liability, as well as being in violation of these Terms &
Conditions. eFREEMARKET.com retains the right to terminate a
Seller's rights to use the Site in the event a Seller includes
material misstatements or omissions in an Asset's description. Prior
to listing an Asset, Sellers shall provide to eFREEMARKET.com any
terms or conditions of sale for particular Assets in addition to
these Terms & Conditions. Sellers are responsible for complying
with all applicable local, state, federal, or foreign laws, rules,
regulations and legal approvals regarding the sale of any Assets.
Sellers are also solely responsible for ensuring that all items
offered for sale are offered in full compliance with any applicable
legal limitations or restrictions.
PAYMENT OF
COMMISSION TO eFREEMARKET.com
Each Seller in a transaction
for which a Winning Bid notice is issued shall pay eFREEMARKET.com
the agreed upon commission based on the final sales price for the
asset in question. Such amount shall be paid to eFREEMARKET.com
within thirty (30) days of invoicing by
eFREEMARKET.com.
SUPERVISION OF
CONTENT
eFREEMARKET.com reserves the right to supervise all
material, content and information on its Site, including, but not
limited to, asset listings and bidding activity, to determine
compliance with the Terms & Conditions and all current and
future operating procedures and rules of conduct established by
eFREEMARKET.com. eFREEMARKET.com reserves the right, at its sole
discretion, to amend, edit, remove or otherwise block any material
posted by a Member, which may violate any state, federal or local
law or violate any aspect of these Terms & Conditions or which
may otherwise jeopardize the business operations or goals of
eFREEMARKET.com.
CONDUCT OF MEMEBERS "SELLERS,
BUYERS, RFQ REPONDENTS, RFQ REQUESTORS"
Member is solely
responsible for the contents of his/her/its transmissions through
the Site. Member's use of the Site is subject to all applicable
local, state, national and international laws and regulations.
Member agrees: (a) to comply with US law regarding the transmission
of technical data exported from the United States through the Site;
(b) not to use the Site for illegal purposes; (c) not to interfere
or disrupt networks connected to the Site; and (d) to comply with
all regulations, policies and procedures of networks connected to
the Site. Member agrees not to transmit through the Site any
unlawful, harassing, libelous, abusive, threatening, harmful,
vulgar, obscene or otherwise objectionable material of any kind or
nature. Member further agrees not to transmit any material that
encourages conduct that could constitute a criminal offense, give
rise to civil liability or otherwise violate any applicable local,
state, national or international law or regulation. Attempts to gain
unauthorized access to other computer systems are prohibited. Member
further agrees not to use the Site in a manner that violates any
Federal, state or local laws or statute, including but not limited
to the sale of any regulated substances.
SELLER AND
BUYER FEEDBACK
eFREEMARKET.com
may, at it's sole discretion, suspend or bar a member and it's
company from the use of eFREEMARKET.com services should the member
demonstrate undesirable activity reflected in the member's feedback
rating.
ATTEMPTS TO
PURCHASE LISTED PRODUCTS OFF THE NETWORK
eFREEMARKET.com
periodically monitors communications between the Buyer, Seller, RFQ
Requestor and RFQ Respondent.
Attempts to offer, or conclude purchases or sales of network
products in order to avoid sales fees or commissions will result in
the suspension or barring of a member and it's company from the use
of eFREEMARKET.com services.
NO RESALE OR COMMERCIAL USE
OF THE SERVICES PROVIDED ON THE SITE
Member's right to use
the Site is personal to Member. Member agrees not to resell or make
any commercial use of the services provided on the Site, without the
express written consent of eFREEMARKET.com. Member acknowledges that
content appearing on the Site may be protected by copyrights,
trademarks or other proprietary or personal rights and that
applicable laws will govern the Member's use of such content. Member
agrees that without the prior written consent of eFREEMARKET.com,
Member shall not resell the Site, or the services provided on the
Site, or use the Site for the transmission of commercial
solicitations (other than an offer by Seller of Assets for sale) or
for the receipt of responses to commercial solicitations (other than
a Buyer's interest in purchasing Assets offered for sale through the
Site) without the express written consent of eFREEMARKET.com. Member
agrees not to, for a commercial purpose, upload, transmit,
reproduce, distribute or participate in the transfer or sale, or in
any way exploit, any content obtained through the Site. Member
agrees not to use the Site for the transmission of (or receipt of
responses to) chain letters, lotteries, gambling or pyramid schemes
of any kind. Member agrees not to use the Site to disseminate any
message in a broad-based mailing without the prior written
permission of eFREEMARKET.com. Member agrees not to forge
communications or take any other action that would disguise the
origin of communications Member transmits through the Site. Member
agrees not to permit another person to transmit communications that
falsely identifies the Member's account as the origin of such
communication. Nothing herein shall limit or prevent any Buyer from
re-selling any Asset purchased through the
Site.
LIMITATION OF LIABILITY
NEITHER
eFREEMARKET.com, THEIR INTERNET SERVICE PROVIDERS, OR THEIR
INFORMATION PROVIDERS, LICENSORS, EMPLOYEES, REPRESENTATIVES, OR
AGENTS NOR ANYONE ELSE INVOLVED IN CREATING, PRODUCING OR DELIVERING
THIS SERVICE SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL,
SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES ARISING OUT OF USE OF
eFREEMARKET.com OR INABILITY TO USE eFREEMARKET.com (INCLUDING, BUT
NOT LIMITED TO, LOSS OF PROFITS, GOODWILL OR SAVINGS, DOWNTIME,
DAMAGE TO OR REPLACEMENT OF PROGRAMS AND DATA) ARISING FROM CLAIMS
BASED IN WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT
LIABILITY, OR OTHERWISE, (BUT EXCLUDING CLAIMS ARISING OUT OF
PERSONAL INJURY OR DEATH CAUSED BY THE NEGLIGENCE OF eFREEMARKET.com
PROVIDERS) EVEN IF ANY SUCH PARTY HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH CLAIM OR DAMAGE. THE PROVISIONS OF THIS
AGREEMENT ARE FOR THE BENEFIT OF eFREEMARKET.com, THEIR INTERNET
SERVICE PROVIDERS, OR THEIR INFORMATION PROVIDERS, LICENSORS,
EMPLOYEES, REPRESENTATIVES AND AGENTS AND EACH SHALL HAVE THE RIGHT
TO ASSERT AND ENFORCE SUCH PROVISION DIRECTLY ON ITS OWN BEHALF. THE
PROVISIONS OF THIS PARAGRAPH AND THE PROCEEDING PARAGRAPHS WILL
SURVIVE ANY TERMINATION OF THIS AGREEMENT. |