Terms of Purchase
These terms describe the relationship between EAM Holdings, LLC, DBA as Merchandize Liquidators (hereto referred to as, “Merchandize Liquidators”,"we," "us," or "ML") and the buyer identified below ("Buyer" or "You") and applies to your purchase of goods and/or services from ML and its associated website and/or services, located at http://www.merchandizeliquidators.comor elsewhere. By purchasing goods and/or services and/or using merchandizeliquidators.com, you agree and accept these terms and conditions, as well as the merchandizeliquidators.com Terms of Service, and Privacy Notice located on the merchandizeliquidators.com website (collectively, the "Terms of Purchase"). The Terms of Purchase will become effective on your first access of the merchandizeliquidators.com website or place an order for the purchase of goods and/or services (the "Effective Date").
1. General. These Terms of Purchase apply to all sales of goods from us to you, and supersede all other terms and conditions, including any standard or pre-printed terms provided to us by you, including any terms provided on any purchase order. We expressly reject any such terms. Non-negotiated terms such as these will have no effect, and ML’s acceptance of a given purchase order shall not obligate ML to accept any such non-negotiated terms or conditions. Absent a written modification signed by authorized representatives of both parties, these and only these terms and conditions shall apply.
2. Sales and Payment Process
- Condition of Goods. Our goods are in various conditions. The condition of each lot may be noted on its lot listing. Lot conditions are defined as follows:
- Brand New - Factory: Functionality: Fully functional. Retail-ready. Possesses all manufacturer advertised physical features. Appearance: Items have never been opened. Packaging: Ships in original retail packaging. Packaging may show signs of wear.
- Brand New – Store Overstock: Functionality: Fully functional. Retail ready. Appearance: Most items look and feel new, some may show cosmetic defects or signs of age. Packaging: May or may not ship in original retail packaging. May show signs of wear.
- Brand New – Warehouse Overstock: Functionality: Fully functional. Retail ready. Appearance: Most items look and feel new, some may show cosmetic defects or signs of age. Packaging: May or may not ship in original retail packaging. May show signs of wear.
- Uninspected Customer Returns: Functionality: Most items are believed to be in fine working order although some are not fully functional. Will not always come with manuals and/or supplementary accessories. Appearance: May show cosmetic defects. Packaging: Most ship in original retail packaging. May show signs of wear.
- Scratch and Dent: Functionality: May possess defects impacting functionality. Most likely will not come with manuals and/or supplementary accessories such as batteries and chargers. See condition notes on the manifest for details. Appearance: May show cosmetic defects. Packaging: May ship in non-retail packaging.
- Salvage: Functionality: Non-functional. These items either need repair or can only be used for parts. Most will not come with manuals and/or supplementary accessories such as batteries and chargers. See condition notes on the manifest for details. Appearance: Substantial cosmetic defects. Packaging: May or may not ship in non-retail packaging.
- Conditions of Purchase; Payment. In consideration for your agreement to these terms and conditions, payment of the sale price of your order, shipping charges, plus applicable taxes, ML hereby agrees to sell you products pursuant to this Agreement. Nothing in these Terms of Purchase obligates ML to sell products to you.
- Purchase Cancelation. We reserve the right, at our sole discretion, to cancel any purchase for any reason. Reasons for why your purchase may be canceled include but are not limited to: inaccuracies in lot listings, prior sales, failure to provide requested tax exemption certificates if applicable, or issues identified by ML’s fraud and risk management team. In the event that a purchase is cancelled, you will be notified by email, and the purchase price will be refunded. Buyers may not cancel any purchase once ML has received your funds.
- Payment Term Changes. ML may revisit payment terms and conditions in its sole and absolute discretion. Any change in payments will not affect sales initiated prior to the date that the change has been made by ML.
- Taxes. In the event any taxes are assessed based upon the sale of goods and/or services, or any purchases you make from ML, other than corporate franchise taxes, property, and taxes based on ML income, this amount shall be added to your payment price. You agree to pay any such taxes within thirty (30) days of notice by ML. If you are located in certain jurisdictions, including but not limited to Florida, you will be required to pay state sales tax until you provide a valid resale certificate to ML.
3. Acceptance of Products
- Title; Risk of Loss. Title to Products will remain with ML until we tender the products to a common carrier. You expressly acknowledge that the risk of loss and liability for the products shall pass to you upon product shipment. You acknowledge and agree that you shall have no right to refuse or return the products after ML has accepted your payment. If you fail to accept the delivery of such products and they are returned to us, MLmay re-initiate a new shipment at your sole risk and expense, and/or bill you for any and all restocking fees and shipping costs in its sole discretion. In such cases you agree to pay all applicable fees and expenses. No refunds will be issued for orders refused at delivery or for failure to schedule delivery with a common carrier.
- Shipment, Missing Inventory. If the number of lots received upon delivery does not match the number listed on the manifest, you must contact us within 24 hours at firstname.lastname@example.org or at 1-800-218-9596. If you ordered a pallet, please document any discrepancies on the bill of lading, as well.
- Shipment, Damages & Tampering. If there is visible damage or the ML seal has been broken on the lot, please contact us within 24 hours at email@example.com or at 1-800-218-9596. If you ordered a pallet, please document any issues on the bill of lading, as well.
- General. You shall have five (5) business days from date of delivery to inspect the shipment for any quantity or condition discrepancies. If there is a difference in the stated quantity and/or composition of the lot greater than 5% of what was estimated by ML (by value), please email firstname.lastname@example.org or call 1-800-218-9596 to file a claim. After the five (5) business day period from the delivery date, you waive any right to file a dispute claim. Once a dispute claim is filed, we will conduct our own investigation and work with you to come to a resolution. ML’s decisions regarding disputes shall be made in good faith, and shall be final.
- Credit Card Chargebacks. If you dispute a charge to your credit card that ML, in its sole and absolute discretion, believes was a valid charge, you shall be liable for any and all of ML’s costs. ML will work with you in a courteous and professional manner to resolve legitimate disputes, however, you agree that ML has the unequivocal right to recover our fees and costs from any unauthorized chargebacks. Further, ML may choose to reject any further business from you or your company.
5. Returns. Unless otherwise provided in writing by an authorized representative from ML for a specific purchase, ML offers no returns or exchanges on any of the goods we sell.
6. Refunds. Unless otherwise provided in writing by an authorized representative from ML for a specific purchase, ML offers no refunds of any kind on any of the goods we sell.
7. Privacy and Confidentiality. Due to their respective relationship, Buyer and MLmay have access to certain information pertaining to their respective businesses that is confidential. Each party will take reasonable precautions and care to keep such information confidential. If a receiving party is required by the order of any court of competent jurisdiction or by some other required law or legal process to disclose confidential information about the disclosing party, the receiving party shall, if permitted by law, inform the disclosing party prior to the disclosure so that the disclosing party may have the opportunity to contest the order or seek other forms of protective action.
8. Resale restrictions may apply. Delabeling. Data Privacy and Security. No Reference to ML or its Suppliers. No export.
- You recognize and agree that certain products
- (a) may require additional processing, including delabeling, defacing, data wiping and other alterations;
- (b) may not be exported;
- (c) may not be offered for sale or sold to or through certain marketplaces or other channels, and
- (d) may not be sold without relevant licenses. You agree to comply with all such applicable restrictions and limitations.
- You agree to delabel any house brand products in accordance with required policies. If in doubt as to applicable policies, please request additional information.
- By purchasing from ML, you agree to overwrite and/or destroy, to a standard meeting or exceeding the standards provided in NIST Special Publication 800-88 Revision 1 (or subsequent NIST data sanitation guidelines), and all data that may reside or be contained in any device that you have purchased, prior to your use or resale of that device. BUYER SHALL SPECIFICALLY DEFEND, INDEMNIFY AND HOLD ML HARMLESS FROM ANY AND ALL CLAIMS, LOSSES, LIABILITIES AND DAMAGES OF ANY KIND RESULTING FROM BUYER’S BREACH OF THIS SECTION. THIS PROVISION APPLIES REGARDLESS OF THE STATE OF FUNCTIONALITY OF THE DEVICE(S). You agree further that your data may be transported across international lines, and stored in the United States.
- You agree to remove any packaging and materials that reference ML or its suppliers as the source of any products purchased from ML. You further agree that you will not refer to ML or its suppliers or otherwise disclose their identity in any advertising or marketing of the products.
- Products purchased from ML may not be exported outside the United States except as expressly authorized in writing by ML and in accordance with applicable law.
9. YOU FURTHER AGREE TO DEFEND, INDEMNIFY, AND HOLD ML, ITS OFFICERS, DIRECTORS, EMPLOYEES AND REPRESENTATIVES, HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS OR DEMANDS ARISING OR RESULTING FROM YOUR PURCHASES FROM OR USE OF THE MERCHANDIZELIQUIDATORS.COM WEBSITE, OR CLAIMS OR DEMANDS FROM ANY END USER OR PURCHASER OF ANY PRODUCTS.
10. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND EXCEPT AS EXPRESSLY PROVIDED IN SECTION 4(1) ABOVE, ALL PRODUCTS SOLD AND SERVICES PERFORMED BY ML ARE PROVIDED "AS IS," AND ML DISCLAIMS ANY AND ALL OTHER PROMISES, CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, QUIET ENJOYMENT, SYSTEM INTEGRATION AND/OR DATA ACCURACY.
11. Force Majeure. Except with respect to payment obligations hereunder, if a party is prevented or delayed in performance of its obligations hereunder as a result of circumstances beyond such party’s reasonable control, including, by way of example, war, riot, fires, floods, epidemics, or failure of public utilities or public transportation systems, such failure or delay will not be deemed to constitute a material breach of the Terms of Purchase, but such obligation will remain in full force and effect, and will be performed or satisfied as soon as reasonably practicable after the termination of the relevant circumstances causing such failure or delay.
12. Assignment; Delegation. You shall not assign any of the rights or delegate any of your duties under this Agreement without the express, prior written consent of ML. Any assignment or other transfer in violation of this Section shall be void.
13. Amendments; Modifications. These Terms of Purchase may not be amended or modified except in a writing duly executed by authorized representatives of both Parties.
14. No Third Party Beneficiaries. The Parties acknowledge that the covenants set forth in this Agreement are intended solely for the benefit of the Parties, their successors and permitted assigns. Nothing herein, whether expressed or implied, will confer upon any person or entity, other than the Parties, their successors and permitted assigns, any legal or equitable right whatsoever to enforce any provision of this Agreement.
15. Severability. If any provision of these Terms of Service is invalid or unenforceable for any reason in any jurisdiction, such provision will be construed to have been adjusted to the minimum extent necessary to cure such invalidity or unenforceability. The invalidity or unenforceability of one or more of the provisions contained in this Agreement will not have the effect of rendering any such provision invalid or unenforceable in any other case, circumstance or jurisdiction, or of rendering any other provisions of this Agreement invalid or unenforceable whatsoever.
16. Waiver. No waiver under this Agreement will be valid or binding unless set forth in writing and duly executed by the party against whom enforcement of such waiver is sought. Any such waiver will constitute a waiver only with respect to the specific matter described therein and will in no way impair the rights of the party granting such waiver in any other respect or at any other time. Any delay or forbearance by either party in exercising any right hereunder will not be deemed a waiver of that right.
17. Choice of Law; Dispute Resolution. These Terms of Purchase are governed by the laws of Miami-Dade County, excluding conflicts of law provisions. Any disputes must be brought in a court of competent jurisdiction in Miami-Dade County, Florida, United States.