Exclusive Sellers Agreement
EquipNet, Inc. Seller’s Terms of Service
THESE SELLER’S TERMS OF SERVICE ("Seller’s Terms") ARE PART OF AND INCORPORATED INTO THE EQUIPNET, INC.’s GENERAL TERMS OF SERVICE (“General Terms"), the current version of which can be found at www.equipnet.com ,WHICH IS A LEGAL AGREEMENT BETWEEN THE BUSINESS ENTITY FOR WHICH YOU ARE AUTHORIZED TO ACT (“Company") AND EQUIPNET, INC. (“EquipNet"). BY USING THE EQUIPNET SERVICES (the “Service") FOR THE SALE AND EVALUATION OF EQUIPMENT (the "Equipment"), COMPANY IS AGREEING TO ALL OF THE TERMS AND CONDITIONS OF THESE SELLER’S TERMS AND THE GENERAL TERMS (together, the “Agreement"). All capitalized terms used and not defined in these Seller’s Terms will have the meanings given to them in the General Terms.
By submitting a listing, Company is extending a firm, irrevocable offer to sell the listed Equipment at the minimum price agreed to by both parties. The sales period ("Sales Period") will be for nine months from the date that the listing becomes active on MarketPlace™. The listing will automatically be renewed on a month-to-month basis unless cancelled by the Company. If a listing is cancelled during the initial nine month Sales Period, upon receipt of the notice, EquipNet will delete the Equipment listing and Company shall pay EquipNet an amount equal to the seller fee applied against the Listing Price of each cancelled item. Additionally, if the Company elects to not complete a sale that was agreed to with a Buyer, then the Company is obligated to pay EquipNet all of the fees and commission it would have earned from this transaction. In addition, Company is liable for any commissions applied against the sale price that EquipNet otherwise would have earned for a period of twelve (12) months following the cancellation of the listing and/or termination of this agreement, that is subsequently sold to a Buyer for whom EquipNet had introduced the availability of the Equipment being for sale.
Company shall confirm and ensure the accuracy of all information provided by Company with regard to the Equipment. EquipNet reserves the right to reject any listing or to request modifications to the listing at its sole discretion.
Company represents and warrants that: (i) all listing information is complete and accurate; (ii) Company has all right, title and interest in, or the exclusive right to sell, the Equipment; (iii) the Equipment is free from any lien or encumbrance; (iv) the Equipment and listing information does not infringe any third party intellectual property right or violate any law or regulation; and (v) that the Company has disclosed to EquipNet whether any Equipment has been used for processing or manufacturing any product containing materials that would restrict or otherwise affect subsequent use of the Equipment for any purpose.
Company authorizes EquipNet to collect payment on its behalf and to deduct EquipNet's fees based on the fee schedule in effect at the time of sale. Company is responsible for informing EquipNet at the time the Equipment is listed, what taxes are required to be collected on their behalf for all sales. Company is also responsible for reporting and remitting all taxes required on said sales. EquipNet will collect in its own bank account the proceeds paid by the buyers. A monthly activity statement and reconciliation along with payment will be remitted to Company unless other specific timetables have been agreed upon. In addition to the Seller’s commission, EquipNet may receive additional fees from the Buyer, such as service fees for rigging, removal, shipping and/or buyer’s premiums related to the sale of Company’s Equipment. These charges will be the sole responsibility of the Buyer and will be invoiced directly to the Buyer by EquipNet
To ensure the successful completion of each sales transaction for both Buyers and Sellers, EquipNet will act as an intermediary holder of funds until the transaction between Buyer and Seller has been properly completed. Upon receipt of funds from Buyer, EquipNet will inform Company that the Buyer funds have been received, and will instruct the Company to release the equipment to the Buyer. Once equipment has been received by Buyer, then EquipNet will release the funds for the purchased item based on the agreed upon Payment schedule.
Limitation of Liability:
COMPANY WILL BE SOLELY RESPONSIBLE FOR, AND WILL PROVIDE TO THE BUYER, ALL TERMS AND CONDITIONS OF SALE WITH REGARD TO EQUIPMENT INCLUDING IF COMPANY DESIRES SUCH TERMS TO BE DIFFERENT THAN THE BUYER TERMS AGREED TO BY THE BUYER VIA EQUIPNET’S WEBSITE (BUYER TERMS”). COMPANY AGREES THAT ALL TERMS AND CONDITIONS GOVERNING ANY TRANSACTION ARE EXCLUSIVELY BETWEEN THE COMPANY AND BUYERS. COMPANY HEREBY ACKNOWLEDGES THAT EQUIPNET AND ITS OFFICERS, DIRECTORS, STOCKHOLDERS, AGENTS, SUBSIDIARIES AND EMPLOYEES ASSUME NO LIABILITY WITH RESPECT TO THE QUALITY OR QUANTITY OF EQUIPMENT SOLD OR OFFERED FOR SALE OR FOR ANY LOSS OR DAMAGE TO ANY EQUIPMENT DURING SHIPMENT. EQUIPNET WILL NOT BE RESPONSIBLE FOR ANY BREACH OF THE TERMS BY THE BUYER. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY HEREBY WAIVES, RELEASES AND DISCHARGES EQUIPNET (AND ITS OFFICERS, DIRECTORS, STOCKHOLDERS, AGENTS, SUBSIDIARIES AND EMPLOYEES) FROM ANY CLAIMS, LOSSES, DAMAGES AND EXPENSES, WHETHER DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED TO ANY TRANSACTION. COMPANY AGREES TO DEFEND, INDEMNIFY, AND HOLD EQUIPNET HARMLESS FROM AND AGAINST ANY DAMAGES, LIABILITIES, COSTS AND EXPENSES (INCLUDING ATTORNEYS’ FEES) ARISING OUT OF OR RESULTING FROM THE USE OF THE SERICES BY COMPANY, ITS EMPLOYEES, AGENTS, CUSTOMERS, OR INDEPENDENT CONTRACTORS.
This Addendum may be terminated: (a) by either party, upon thirty (30) days prior written notice to the other, provided that there is no active Listing; (b) by EquipNet, immediately in the event that it ceases to operate the Services; (c) by either party, in the event the other party materially breaches a provision of this Addendum and the breaching party fails to cure such breach within thirty (30) days of the receipt of notice of such breach from the non-breaching party. Upon termination of this Addendum for any reason, all rights and obligations of the parties hereunder which by their express terms or nature are intended to survive any termination or expiration of this Addendum will survive.