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Terms of Purchase
1. Acceptance of Terms of Purchase
1.1. Acceptance of Terms.
These Terms of Purchase are an ongoing contract between you on the one hand, and Macy's Inc. ("Company") and B-Stock Solutions, Inc. ("B-Stock") on the other hand (collectively, "we") and apply to your use of B-Stock Solutions's online marketplace located at http://www.bstockauction.com (the "Site"), hosted and configured by B-Stock through which you may purchase Inventory Products from Company in consideration of the mutual promises and such other good and valuable consideration. These Terms of Purchase govern your purchase of Inventory Products from the Site and are in addition to any conditions and restrictions you are subject to as an approve buyer of Company inventory. By checking the "I agree to the terms & conditions for this site" box each time you log into the Site, you accept and agree to be bound by these Terms of Purchase as well as the Terms of Use of the site. If you do not agree to these Terms of Purchase or the Terms of Use, you should not use the Site.
2. Additional Definitions
2.1.
"Buyer" or "you" or "your" shall mean the individual who purchases Inventory Products from Company through the Site under the terms described herein and the entity that such individual represents in making the purchase, if applicable.
2.2.
A "Completed Purchase" occurs when the Purchase Price for the Inventory Products has been received in the B-Stock account specified in the Email Invoice.
2.3.
"Extended Bidding" shall mean the circumstance where the closing time of a Listing is extended by some number of minutes ("x") as a result of a bid being placed within a certain number of minutes ("y") prior to the current closing time of a Listing. The values of X and Y can differ from Listing to Listing. For example, if a bid is placed in the final Y minutes of the original end time for a particular Listing, the bidding period will be extended by X minutes. If a bid is then placed within Y minutes before the new end time, the bidding period will be extended again for X minutes until there are no new bids placed for that auction asset for Y minutes.
2.4.
"Inventory Products" shall mean Company's inventory products that are available for purchase on the Site under the terms described herein.
2.5.
"Listing" shall mean the content on the Site associated with particular Inventory Products, including, but not limited to, the description and quantity of the Inventory Products. Company and B-Stock shall have the right to modify or correct any Listing at any time and such modification shall be binding on any purchase of any Inventory Products placed after such modification had been made.
2.6.
"Promotional Content" shall mean any and all information, service or content provided by Company, B-Stock or their agents in any medium in connection with these Terms of Purchase, including promotional content and Listings to be displayed on the Site.
3. Sale Process
3.1. Inventory Products.
Inventory Products may be new or customer returns. The specific condition of any Listing will be disclosed within the description of such Listing.
3.2. Sale Process.
B-Stock is a service provider and is the exclusive agent of Company for Inventory Products listed on the Site. B-Stock will be your sole point of contact regarding all Listing, bidding, payment and customer service issues. Inventory Products will be sold pursuant to the process set forth in this Section 3 (the "Sale"). If you wish to bid on Inventory Products, you will be required to enter your bid amount. Your bid must be (i) in an amount equal to or greater than the "next bid required" and (ii) placed before the scheduled closing time for such Listing (including any additional time added for Extended Bidding). If your bid is deemed the winning bid you will receive an invoice by email from B-Stock (the "Email Invoice") at the email address you provided when you registered for your account, as updated by you from time to time by following instructions on the Site. It is your responsibility to keep your email address current and to timely check your email to determine if you are the winning bidder for any Sale in which you participated. Neither Company nor B-Stock is not responsible for the failure of an Email Invoice to reach a winning bidder for any reason, including, but not limited to, technical problems or other system error.
3.3. Winning Bids.
If your bid is deemed the winning bid at the end of the Sale, you agree to promptly remit payment for such Inventory Products pursuant to the Terms of Use, the Listing and the Email Invoice. Your payment will be made to Company per the instructions provided in the listing. If you fail to pay for the Inventory Products by the deadlines set in the Terms of Use, you shall forfeit any right to purchase such Inventory Products and Company or B-Stock may deactivate your account and password so you can no longer place bids on the Site and, at their sole discretion, may choose to (i) contact the next highest bidder in the Sale for such Inventory Products and offer to sell such Inventory Products to such bidder at such bidder's bid price or (ii) post such Inventory Products on the Site for sale in a new Listing.
3.4. Reserve Price.
Your bid must meet or exceed the reserve price, if any. The reserve price, if any, remains confidential until a bid exceeds such amount.
4. Conditions to Sale; Payment
4.1. Purchase Price.
In consideration for your payment of the purchase price for certain Inventory Products for which you have posted the winning bid in a Sale (the "Purchase Price") and all applicable taxes for the Inventory Products to Company, in the manner and by the deadlines set forth in these Terms of Purchase and the Terms of Use, Company hereby agrees to sell to you such Inventory Products. Nothing in these Terms of Purchase or the Listings shall otherwise obligate Company or B-Stock to sell Inventory Products to you. You shall be responsible for all taxes, shipping and handling costs and any other expenses incurred in connection with your purchase hereunder.
4.2. Canceled Bids and Purchases.
Please note that there may be certain bids and purchases that Company or B-Stock are unable to accept and must cancel. We reserve the right, at our sole discretion, to refuse or cancel any bid or purchase for any reason. Some situations that may result in your bid or purchase being canceled include, but are not limited to, inaccuracies or errors in product or bid information, or problems identified by our or B-Stock's credit and fraud avoidance departments. While Company and B-Stock strive to provide accurate product and bid information, typographical or system errors may occur. In the event that bids for Inventory Products are incorrectly listed or Inventory Products are listed with incorrect information due to an error in quantity or other product information, either Company or B-Stock shall have the right, at our sole discretion, to refuse or cancel any purchases of such Inventory Products. In the event that a bid or purchase must be cancelled, we will cancel your bid or purchase and notify you by email of such cancellation.
4.3. Payment Terms.
You shall submit the Purchase Price to Company under the payment terms set forth in the Terms of Use and the Listings on the Site. Company will determine if your payment is complete according to the Terms of Use. B-Stock or Company may revise the payment terms from time to time in its sole and absolute discretion upon notice to you; provided, however, that any change to payment terms will not be effective for any then-pending sale but will only be effective for the next sale subsequent to such notice. Upon acceptance of such Purchase Price and the fulfillment of any other conditions to such sale described herein, Company will sell you the Inventory and shall make such Inventory Products available for removal by you or your agents in the manner set forth in Section 5 below.
5. Removal and Acceptance of Inventory products
Buyer is responsible for arranging and paying for shipping for their purchase. The following policies and procedures apply: Shipping Policies and Procedures
- The Shipping Department at the site where you purchased your merchandise will contact the client within 24 hours of receiving the release notice from the Sales Office. Clients will be provided an appointment number, date and time to pick up their purchase within 72 hours of payment confirmation. Clients and/or their third party carriers are expected to meet their appointment dates and times or they risk being turned away without their merchandise.
- The Shipping Department contact at the purchase location will assist with any issues or inquiries the client and/or carrier may have regarding merchandise pickup or a prepaid shipment.
- Clients and/or their third party carriers must have an appointment number in order to enter one of our sites to pick up merchandise. Drivers MUST enter the facility to physically verify the load and sign the Pick-up Sheet and/or the Bill of Lading.
- Trailer seals provided by a client can be secured by our Shipping Department for full trailer/container load shipments. Macy's Inc. Liquidation is released from liability of pallet shortages once a client and/or their designated carrier have signed a freight bill or Macy's Inc. Bill of Lading document.
- Clients may not inspect carton contents within a facility shipping dock. Only carton and pallet count verifications are permitted.
- Trailer height must allow the ability to load your pallets onto the transportation equipment using a forklift. Due to dock height, vans and cars cannot be accommodated at many of our warehouse doors. Those who can accommodate upon request will also charge a van service fee.
- Lot level and Order Services options are available for an additional fee. A request for these services must be made in advance of a purchase (prior to an invoice being prepared). The Liquidation Sales office will verify that the requested service is offered in the facility where the goods are located.
| Lot Level Options |
Cost |
| Weight |
$20 per pallet |
| Insert / Remove Ticket |
$.10 per unit - must supply tickets |
| Insert / Remove Hanger |
$.10 per unit - must supply hangers |
| Carton Consolidation |
$1200 per trailer |
| Floor Ready |
As Available |
| Carton To hang |
$25 per pallet |
| Order Level Options |
Cost |
| * Top Load |
$250 per trailer |
| * Double Stack |
$250 per trailer |
| * Double Stack |
$750 per trailer |
| * Curb Load / Van |
$250 per load |
| Storage |
$5 per pallet per week |
| Trailer Rental |
Per carrier rates per trailer |
| Demurrage |
Per carrier rates per trailer |
| * Please note, any cancellations of or failures to meet a Special Handling appointment WILL result in an additional charge to the Client |
Shipping Policies and Procedures (cont.) " Macy's Inc. Liquidation offers domestic LTL shipping through Roadway at a reduced rate. " Macy's Inc. Liquidation does NOT offer international shipping services. A list of Logistics / Transportation companies that can provide these services can be provided upon request. " The following is a Quick Reference Guide for determining the trailer size that will be required to pick up a shipment:
| Trailer Size |
Maximum Pallets |
| 28 Feet |
12 |
| 40 Feet |
20 |
| 48 Feet |
24 |
| 53 Feet |
26 |
" Any questions or issues regarding merchandise pick-up or appointments can be directed to the Shipping Department for the Macy's Inc. facility where your merchandise is located:
| Facility |
State |
Main Telephone |
Alternate Phone# |
| Los Angeles |
CA |
323-227-3977 |
323-227-3415 |
| South Windsor |
CT |
860-282-3082 |
860-282-3016 |
| Tampa |
FL |
813-805-5686 |
813-805-5576 |
| Stone Mountain |
GA |
770-491-2304 |
770-908-4672 |
| Minooka |
IL |
815-521-3664 |
815-521-3721 |
| Joppa |
MD |
410-612-2826 |
410-612-2805 |
| Secaucus |
NJ |
201-863-3250 ext. 4108 |
201-422-3250 ext. 7328 |
| North Jackson |
OH |
330-538-6183 |
330-538-6027 |
| Houston |
TX |
713-924-3333 |
713-924-3371 |
| Bridgeton |
MO |
314-738-7924 |
314-738-7942 |
6. Privacy and Confidentiality
6.1. Confidential Information.
Each of Company, B-Stock and you acknowledge that by reason of its respective relationship to the others hereunder it will have access to certain information and materials concerning those parties' business that is confidential and of substantial value to those parties, which value would be impaired if such information were disclosed to third parties. Each party shall take every reasonable precaution to protect the confidentiality of such information. Notwithstanding the foregoing, you understand that B-Stock and Company will have access to confidential information pertaining to you. You may not make any public announcement about these Terms of Purchase without Company's prior written approval and consent. Notwithstanding anything in this Section 6.1 to the contrary, any information (i) already in the public domain, (ii) independently developed by the recipient without the use of or access to another party's confidential information, or (iii) released through no action or inaction by the receiving party, will not be considered confidential information hereunder. The receiving party may disclose the disclosing party's confidential information upon the order of any court of competent jurisdiction or as otherwise required by law or legal process, provided that prior to such disclosure the receiving party shall inform the disclosing party of such order, if permitted by law, in order to provide the disclosing party with an opportunity to contest such order or to seek such other protective action as the disclosing party may elect. You acknowledge and consent that Company and B-Stock will post all winning bid prices on the Site in real time as each Sale occurs and that such prices will remain visible to all users of the Site. This Section 6 shall survive each purchase transaction hereunder.
7. Indemnification
7.1.
You shall indemnify and hold harmless Company and B-Stock and their respective subsidiaries, affiliates, officers, directors, agents, and employees, from any claim, demand, action, losses and/or costs, including reasonable attorneys' fees, due to or arising out of (i) your use of the Site or (ii) any subsequent sale, use or handling of the Inventory Products.
7.2.
The indemnity obligation under this Section 7 shall survive each purchase transaction hereunder.
8. Warranty Disclaimer; Limitation of Liability
EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS OF PURCHASE, THE INVENTORY PRODUCTS ARE PROVIDED BY COMPANY TO YOU "AS IS" AND "WHERE IS". IN ADDITION AND TO THE FULLEST EXTENT PERMITTED BY LAW, COMPANY AND B-STOCK DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE INVENTORY PRODUCTS, THE SERVICE, THE SITE OR ANY OTHER MATTER, INCLUDING WITHOUT LIMITATION THE INVENTORY PRODUCTS' CONDITION OR QUALITY OR THE WARRANTIES OR CONDITIONS OF NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE. EXCEPT FOR THE INDEMNITY OBLIGATIONS SET FORTH IN THIS AGREEMENT, NEITHER COMPANY NOR B-STOCK WILL BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES OF ANY KIND ARISING OUT OF OR RELATED TO THE TERMS OF USE OR THESE TERMS OF PURCHASE, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL COMPANY OR B-STOCK'S LIABILITY FOR ANY AND ALL LOSSES OR DAMAGES RESULTING FROM THESE TERMS OF PURCHASE EXCEED THE PURCHASE PRICE PAID BY YOU TO COMPANY OR B-STOCK FOR THE INVENTORY PRODUCTS AT ISSUE. NEITHER COMPANY NOR B-STOCK SHALL BE LIABLE FOR ANY ERROR IN A LISTING. THIS LIMITATION OF LIABILITY SHALL SURVIVE EACH PURCHASE TRANSACTION AND SHALL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY HEREIN.. NEITHER THE COMPANY NOR B-STOCK WARRANTS THAT THE SITE WILL BE UNINTERRUPTED OR ERROR FREE.
10. Breach of these Terms of Purchase
If you fail to comply with any term or condition in these Terms of Purchase, Company and B-Stock may immediately terminate your account, deactivate your password and seek any other remedy available to Company, B-Stock or its respective affiliates.
11. General Provisions
11.1.
These Terms of Purchase will be governed by the laws of the State of California, without reference to its choice of law rules. No waiver of any provision of these Terms of Purchase shall constitute a continuing waiver, and no waiver shall be effective unless made in a signed writing. The division of these Terms of Purchase into separate sections, subsections and/or exhibits and the insertion of titles or headings is for convenience of reference only and shall not affect the construction or interpretation of these Terms of Purchase.
11.2. Force Majeure.
Neither Company nor B-Stock shall be liable to you for failure or delay in performance hereunder due in whole or in part to an act of God, strike, lockout or other labor dispute, civil commotion, sabotage, fire, flood, explosion, acts of any government, unforeseen shortages or unavailability of fuel, power, transportation, or supplies, and any other causes which are not within Company's or B-Stock's reasonable control, whether or not of the kind specifically enumerated above.
12. Other Terms of Purchase
12.1.
All Product is Sold As Is - All Sales are Final - No Cancellations - No Returns - No Credits.
12.2
All Freight Terms are FOB: Macy's Inc. Facility (as indicated).
12.3
Confirmation of a wire transfer payment is required prior to the shipment of goods.
12.4
Inspection of merchandise is by appointment only.
12.5
The sale of the merchandise to the purchaser and subsequent sales or other transfers of the merchandise shall be subject to certain terms and conditions, including as set forth in this purchaser package. Specifically, purchaser shall commit to not advertise (or permit their direct and indirect purchasers) from advertising any of the merchandise in a manner that identifies, names or otherwise references the source as Macy's Inc. or any of its store groups (i.e., Macy's, Bloomingdale's or any other Macy's Inc. operation). Purchaser shall make such covenant a condition of its sale and require that its purchaser similarly make said restriction a covenant of any subsequent purchaser.
12.6
Private Label Policy: Macy's Inc. (Macy's/Bloomingdale's) operational sales tickets require liquidation clients to deface labels and /or tags on all private label products. Some of our Private Label brands include: I.N.C., Alfani, Style & Co., Jennifer Moore, Tasso Elba, Charter Club, Clubroom, Green Dog, American Rag. The Macy's Inc. Liquidation Sales Office can provide a complete list of Macy's Inc. Private Label brands.
12.7
Macy's Inc. operational sales tickets must be removed prior to ultimate resale.
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