CDW Liquidation Auctions TERMS OF PURCHASE
TERMS OF PURCHASE
1. ACCEPTANCE OF TERMS OF PURCHASE
1.1. ACCEPTANCE OF TERMS
These terms of purchase (“Terms of Purchase”) are an ongoing contract between you and CDW Logistics Inc. ("CDW") and apply to your purchase of Inventory Products through CDW's online liquidations website located at https://cdw.bstock.com (the "Site"), which is hosted, configured and operated by an independent third party B-Stock Solutions, Inc. ("BStock"). You acknowledge and agree that CDW shall have no responsibility or liability to you related to BStock’s operation of the Site. These Terms of Purchase govern your purchase of Inventory Products from the Site in consideration of the mutual promises set forth herein and such other good and valuable consideration. By checking the "I agree to the Terms of Purchase" box and clicking on the "I Accept" icon each time you log into the Site, you accept and agree to be bound by these Terms of Purchase. If you do not agree to these Terms of Purchase, you should not bid on or purchase Inventory Products from the Site.
1.2. MODIFICATION OF TERMS
CDW reserves the right, from time to time, with or without notice to you, to change these Terms of Purchase in its sole and absolute discretion. The most current version of these Terms of Purchase can be reviewed by clicking on "Terms of Purchase" located at the bottom of the pages of the Site. The most current version of the Terms of Purchase will supersede all previous versions. Your use of the Site or continued purchases after changes constitute your notice of, and agreement to be bound by, such changes. No purchase order or other documentation issued by you to CDW will alter these Terms of Purchase unless signed by an authorized CDW representative.
2. Additional Definitions
2.1. “Auction” shall mean the process set forth in Section 3 by which you may bid on Inventory Products offered by CDW.
2.2 "Buyer" or "you" or "your" shall mean the individual who purchases Inventory Products from CDW through the Site under the terms described herein and the entity that such individual represents in making the purchase, if applicable.
2.3. A "Completed Purchase" occurs when (i) you have provided to CDW all of the purchase information requested in the Email Notification in the manner specified in such Email Notification to complete your purchase and (ii) the Purchase Price for the Inventory Products has been received in the CDW account specified in the Email Notification.
2.4. “Email Notification” means the email you will receive from BStock notifying you that you placed the winning bid on Inventory Products available for sale on the Site, and instructing you on how to wire the Purchase Price due to CDW. The Email Notification will be sent to 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.
2.5. "Extended Auction" shall mean an auction where if a bid is entered within the final 5 minutes of the original end time, the auction will be extended by 3 minutes. If a bid is then placed before the extended 5 minutes elapses, the auction will be extended again for 3 minutes and the listing will continue to be extended until there are no new bids placed within the final 5 minutes of the auction.
2.6. "Inventory Products" shall mean CDW's inventory products that are available for purchase on the Site under the terms described herein. Inventory Products may only be shipped within the United States.
2.7. "Listing" or “Listings” shall mean the content on the Site associated with particular Inventory Products, including, without limitation, the description and quantity and/or condition of the Inventory Products. CDW 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 purchased after such modification had been made.
2.8. "Promotional Content" shall mean any and all information, service or content provided by CDW or its agents in any medium in connection with these Terms of Purchase, including promotional content and any Listing displayed on the Site.
2.9. “CDW’s Premises” shall mean any facility utilized or designated by CDW to store or distribute any Inventory Products, which may include a facility owned and operated by a third-party.
3. AUCTION PROCESS
3.1. INVENTORY PRODUCTS
Inventory Products are further described in the “Product Conditions” at https://cdw.bstock.com/conditions/ and primarily consist of products that have been previously shipped to customers and were returned to CDW. The condition of the Inventory Products will vary and standard designations regarding a product's condition will be set forth in the Listing. The conditions of the Inventory Products are described in the Listing to the best of CDW’s ability. CDW attempts to be as accurate as possible. The Inventory Products are provided to you "as is" for purchase on the Site. CDW does not warrant that Listings are accurate, complete, reliable, current, or error-free. The quantity of actual Inventory Products in each lot may vary of up to 5 percent (5%) less or greater than the number set forth in the Listing and may include up to 5 percent (5%) more damaged items than designated as “Damaged” in the Listing. Accessories such as remote controls, cables and instructions may or may not be included.
3.2. AUCTION PROCESS
Inventory Products will be sold pursuant to the auction process set forth in this Section 3 (the "Auction"). If you wish to bid on Inventory Products, you will be required to enter your bid amount. By entering a bid on Inventory Products you affirm and ratify that you accept all “Terms of Purchase” set forth herein. In order for your bid to be eligible for the Auction, your bid must be (i) in an amount higher than both the amounts listed as the "opening bid" and the "current bid," as applicable, (ii) in the bid increments set forth on the bid page and (iii) placed before the scheduled end time for such Auction (including any additional time added for an Extended Auction). If your bid is deemed the winning bid, you will receive an Email Notification. 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 Auction in which you participated. CDW is not responsible for the failure of an Email Notification to reach a winning bidder for any reason, including, without limitation, technical problems or other system error.
3.3. WINNING BIDS
If your bid is deemed the winning bid at the end of an Auction for Inventory Products, you agree to promptly purchase such Inventory Products pursuant to the terms and instructions set forth in the Terms of Purchase and Email Notification. If you fail to register a Completed Purchase within two (2) business days of when the Email Notification is sent by CDW, you forfeit any right to purchase such Inventory Products and CDW may deactivate your account and password so you can no longer access the Site and, CDW, at its sole discretion, may choose to (i) contact the next highest bidder in the Auction 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 Auction. In addition, CDW may restrict you from bidding in any further auctions at the Site. Penalties for your failure to complete the purchase of Products that are the subject of your winning bid are as set forth below.
In the event that you do not pay for any given winning bid, you may be given the chance to pay a reinstatement fee, in order to prevent the deactivation of your account. The fee amounts are as follows, within any 12-month period:
1st Offense: $0-$10,000 Purchase Price: $100 Fee
1st Offense: $10,000+ Purchase Price: $500 Fee
2nd Offense: $0-$10,000 Purchase Price: $500 Fee
2nd Offense: $10,000+ Purchase Price: $1,000 Fee
3rd Offense: $1,000 Fee
3.4. DEACTIVATION; CANCELLATION
CDW reserves the right, in its sole discretion at any time and for any reason, to deactivate your Site account, reject any offer to purchase Products or suspend or cancel any auction or purchase of Products, including fulfillment of a purchase after completion of an auction and payment for the Products. If CDW cancels any purchase of Products after you have submitted payment for such Products, CDW will direct B-Stock to issue a refund to the designated payment method that you used to make such payment or other method selected by CDW or B-Stock.
4. CONDITIONS TO SALE AND PAYMENT
4.1. PURCHASE PRICE
In consideration for your payment of the purchase price set by the winning bid for Inventory Products in an Auction (the "Purchase Price") and all applicable taxes, CDW hereby agrees to sell to you, in accordance with these Terms of Purchase and the applicable and Email Notification, the Inventory Products for which you have posted the winning bid. You agree to pay the Purchase Price and all applicable taxes for the Inventory Products by wiring the full amount of the Purchase Price and such taxes to the CDW account, as set forth in the wiring instructions included in the Email Notification. The instructions and other conditions set forth in the Email Notification are part of the contract between you and CDW and thus create enforceable obligations by-and-between CDW and you. Your active participation on the Site affirms and ratifies your acceptance of all “Terms of Purchase” set forth herein including any subsequent conditions included in the Email Notification. Nothing in the Terms of Purchase shall otherwise obligate CDW 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 CDW is unable to accept and must cancel. CDW reserves the right, at its sole discretion, to refuse or cancel any bid or purchase for any reason at any time. Some situations that may result in your bid or purchase being canceled including, without limitation, inaccuracies or errors in product or bid information, or problems identified by the CDW credit and fraud avoidance department. While CDW strives 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, CDW shall have the right, at its sole discretion, to refuse or cancel any purchases placed for such Inventory Products. In the event that CDW must cancel a bid or purchase, CDW 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 CDW under the payment terms set forth in the Email Notification and on the Site. CDW may revise the payment terms from time to time in its sole and absolute discretion upon notice to you on the Site or in an email; 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 receipt by CDW of the full Purchase Price and the fulfillment of any other conditions to such sale described herein and in the Email Notification, CDW will sell, assign, transfer and convey to you all of CDW's right, title and interest in and to the Inventory Products and shall make such Inventory Products available for removal by you or your agents in the manner set forth in Section 5 below.
4.4. RESALE CERTIFICATE
CDW shall not be obligated to complete any sale or deliver any Inventory Products to you unless and until you have submitted to CDW an accurate and complete re-sale certificate in a form acceptable to CDW.
4.5. IDENTIFICATION OF CDW
You shall not sell, lease or otherwise transfer or dispose of any of the Inventory Products, unless you first demanufacture such Inventory Products. "Demanufacture" means, in accordance with CDW's specifications, either (a) to remove, if possible, all of the identifying marks, including, but not limited to, CDW's or its affiliates' names, logos, serial numbers, UPC numbers, RA numbers, and other identifying marks (including without limitation, tags, labels, price stickers, bar codes, or other carton or packaging markings) from the packaging and (b) to clearly and conspicuously mark the packaging so that it is readily apparent and obvious that the Inventory Products have been through a salvage process. Although you should not have access to any CDW customer information or third party information in connection with your purchase of the Inventory Products, including without limitation, sales receipts, addresses, phone numbers and credit card numbers, or customer data (respectively “CDW Customer Information” and “Third Party Information”), if you receive any such information that may be included with the Inventory Products, you will (i) immediately contact CDW for assistance in removing, deleting and/or destroying such information, and provide written certification of same to CDW. As between you and CDW, CDW Customer Information and Third Party Information is the Confidential Information of CDW and is subject to the terms and conditions of Section 6 “Confidentiality”. You shall not under any circumstances: (i) contact a CDW customer or any third party whose information may be unintentionally transferred in connection with your purchase of Inventory Products; (ii) identify CDW, its parent or any of its affiliates or divisions as the source of the Inventory Products; (iii) advertise the Inventory Products using any name relating to CDW, its parent or any of its divisions or affiliates, including but not limited to CDW, or any of its or their private labels, in any manner; (iv) make reference to CDW or its parent or any of its affiliates or divisions in any signing or advertising; (v) make reference to a membership warehouse as the source of the Inventory Products; or (vi) advertise the Inventory Products using any name related to CDW's suppliers.
4.5 NO USE OF CDW’S NAME OR MARKS
The Terms of Purchase do not provide any license or right for you to use CDW’s name or marks. You acknowledge and agree that all rights to CDW’s name and marks are the exclusive property of CDW and you shall have no right to use CDW’s name and marks by implication or otherwise.
5. REMOVAL AND ACCEPTANCE OF INVENTORY PRODUCTS.
5.1. REMOVAL AND SHIPMENT OF INVENTORY PRODUCTS
The Inventory Products purchased by you shall be made available to you for receipt at CDW’s Premises at the specific facility identified in the Email Notification (the "Inventory Location") at a time mutually agreed to by you and CDW (the "Pickup Time"). You or your agent must schedule the Pickup Time by contacting CDW pursuant to the instructions set forth in the Email Notification. You must use dock height trucks to take possession of the Inventory Products at CDW’s Premises. Use of a “pick-up truck,” rental moving truck or other non-commercial vehicle to take possession of Inventory Products is not permitted. Pallets may not be broken down, and boxes/crates may not be opened on the dock or anywhere on CDW’s Premises. You must accept the pallets in complete shrink wrapped condition, and boxes/crates unopened. You shall be solely responsible for removal of the Inventory Products from CDW's Premises and for all shipping arrangements (including, without limitation, permits, costs and licenses), expenses (including, without limitation, insurance) and labor. Your employees, equipment, and property, and that of your agents, enter and remain on CDW's Premises entirely at your risk as regards any and all hazards excepting only those found to be caused solely by CDW's gross negligence. While on CDW's Premises, your employees and agents must observe all rules and regulations of CDW and/or any facility identified as the Inventory Location in the Email Notification. You shall remove all Inventory Products from the Inventory Location within three (3) business
days of the Completed Purchase of such Inventory Products. If you fail to remove such Inventory Products within three (3) business days of the Completed Purchase of such Inventory Products, CDW may choose to keep such Inventory Products, list such Inventory Products for auction on the Site and refund to you the Purchase Price you paid to CDW less (i) a storage charge of $10 per pallet per each of the days CDW held the Inventory Products for you after you registered a Completed Purchase and (ii) a restocking fee of ten percent (10%) of the Purchase Price. Inventory Products may only be shipped to domestic locations. International shipments are Shipments outside of the U.S are not permitted on CDW's marketplace. Violation of this restriction can result in your removal from the marketplace.
5.2. TITLE; RISK OF LOSS
Title to the Inventory Products shall remain with CDW until you take possession of the Inventory Products at the Inventory Location. You expressly acknowledge that risk of loss and liability for the Inventory Products shall pass to you upon your or your agent's receipt of the Inventory Products at the Inventory Location. You or your agent shall have the right to count the number of pallets containing the Inventory Products to confirm the quantity of pallets matches the shipping manifest prior to accepting possession. You expressly acknowledge and agree that you shall have no right to refuse or return the Inventory Products after accepting possession of the Inventory Products at the Inventory Location.
Your acceptance of possession of the Inventory Products from CDW pursuant to Section 5.2 shall constitute an unqualified acceptance of the Inventory Products and a waiver by you of all claims with respect thereto except as set forth in Section 5.4. All sales are final. No returns or refunds are allowed.
CDW will generally mark all boxes containing Inventory Products with a summary of contents and quantities contained therein. You shall have ten (10) days from the date of removal of Inventory Products from CDW's Premises in accordance with Section 5.1 and 5.2 to inspect the shipment for any discrepancies in the stated quantity and report such discrepancy to CDW in writing. CDW reserves the right to conduct an additional inspection at its own expense. If CDW agrees that an under-delivery has occurred above and beyond the stated potential 5 percent (5%) shortage, CDW will reimburse you for any acknowledged under-delivery above and beyond the stated expected 5 percent (5%) shortage. Such reimbursement may be in the form of an offset against any payments you may owe to CDW, at CDW's discretion. Following such ten (10) day inspection period, you shall no longer have the right to claim any reimbursement for under-delivery.
5.5. FURTHER ASSURANCES
Each party agrees that it will execute and deliver, or cause to be executed and delivered, all such other instruments, and it will take all reasonable actions, as may be necessary to transfer and convey the Inventory Products to Buyer and to consummate the transactions contemplated herein.
Each party acknowledges that by reason of its relationship to the other party hereunder it will have access to certain information and materials concerning the other party's business that are confidential and of substantial value to such party (the “Confidential Information”), which value would be impaired if such information were disclosed to third parties. In particular, the parties hereto acknowledge that the information regarding CDW Customer Information and the Purchase Price and any particular sale to you are CDW’s Confidential Information. Each party shall take every reasonable precaution to protect the confidentiality of Confidential Information. You may not make any public announcement about these Terms
of Purchase without CDW'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 the other party's Confidential Information, or (iii) released to the public 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. Notwithstanding the foregoing, you understand that in using the Site, B-Stock could have access to your information that may be considered Confidential Information hereunder. You acknowledge and agree that CDW shall have no responsibility or liability for B- Stock’s use of any of your information. This Section 6 shall survive each purchase transaction hereunder.
7.1. You shall indemnify and hold CDW and BStock, and their respective subsidiaries, affiliates, officers, directors, agents, and employees, harmless 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, (ii) any sale, use or handling of the Inventory Products, (iii) death, injury or damage arising out of your removal, shipment, or transport of the Inventory Products (iv) violation of any applicable law or regulation in connection with your purchase, transport, or resale of the Inventory Products, or (v) any breach of these Terms of Purchase.
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 CDW TO YOU "AS IS", “WITH ALL FAULTS” AND "WHERE IS" AND CDW DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE INVENTORY PRODUCTS 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. YOU ACKNOWLEDGE, BY YOUR USE OF THE SITE, THAT YOUR USE OF THE SITE IS AT YOUR SOLE RISK. CDW AND ITS AFFILIATES WILL NOT BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES OF ANY KIND, OR LOSS OF GOODWILL, CUSTOMERS OR PROFITS, ARISING OUT OF OR RELATED TO THESE TERMS, EVEN IF CDW HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL CDW'S LIABILITY FOR ANY AND ALL LOSSES OR DAMAGES ARISING FROM OR RELATED TO THESE TERMS OF PURCHASE, EXCEED THE PURCHASE PRICE PAID BY YOU TO CDW FOR THE INVENTORY PRODUCTS AT ISSUE. CDW SHALL NOT BE HELD LIABLE FOR ANY ERROR IN A LISTING THAT CDW CORRECTS PRIOR TO THE PURCHASE OF THE INVENTORY PRODUCTS TO WHICH THAT LISTING APPLIES. THESE LIMITATIONS OF LIABILITY SHALL SURVIVE EACH PURCHASE TRANSACTION AND ANY TERMINATION OF THIS AGREEMENT. Some states do not allow the exclusion or limitation of incidental, consequential or special damages, or the exclusion of implied warranties. Therefore some of the limitations set forth in this section may not apply to you.
9. USE OF THE SITE
You agree and acknowledge that neither CDW nor BStock make any guaranty of the accuracy, correctness or completeness of any Promotional Content and are not responsible for: any errors or omissions arising from
10. BREACH OF TERMS OF PURCHASE
If, in CDW’s sole discretion, you fail to comply with any term or condition in these Terms of Purchase, CDW may immediately terminate your account, deactivate your password and/or seek any other remedy available to CDW or its affiliates.
11. GENERAL PROVISIONS
11.1. These Terms of Purchase will be governed by the laws of the State of Illinois, without reference to its choice of law rules. Any action or proceeding arising out of, related to, or in any way involving, the Terms of Purchase and/or your participation in or involvement with the Site must be brought in the state courts located in Cook County, Illinois or the federal courts for the Northern District of Illinois, Eastern Division and, by conducting business with CDW, you consent to the exclusive personal jurisdiction of such courts. All remedies set forth in this Agreement are in addition to, and not in lieu of all remedies available to the CDW Contracting Party at law or in equity.
11.2 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 the Terms of Purchase.
11.3. These Terms of Purchase are not assignable by you. Except as expressly provided herein, the Terms of Purchase do not confer any rights or privileges upon any third party.
11.4. CDW shall not 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 CDW's reasonable control, whether or not of the kind specifically enumerated above.
11.4. These Terms of Purchase were last updated on 3/31/2017. Please check our Terms of Purchase periodically for changes.