User AgreementWelcome to the User Agreement for Surplus xChange. This Agreement describes the terms and conditions applicable to your use of our services available under the domain of www.surplusxchange.com (including www.denkoeng.com). If you do not agree to be bound by the terms and conditions of this Agreement, do not use or access our services.
We may amend this Agreement at any time by posting the amended terms on our site.
1. Registered User Eligibility.
Our services are available only to individuals who can form legally binding contracts under applicable law. Without limiting the foregoing, our services are not available to minors or to temporarily or indefinitely suspended Surplus xChange users. If you do not qualify, please do not use our services. If you are registering as a business entity, you represent that you have the authority to bind the entity to this Agreement.
Joining, browsing, bidding and listing items on our site is free. Surplus xChange collects a commission on each item sold. This commission percentage is determined through a number of factors including, but not limited to, item condition and desired monetary return. Unless otherwise stated, all costs are quoted in U.S. Dollars. You are responsible for paying all costs associated with using our service and our website and all applicable taxes.
3. Identity Verification.
We use many techniques to identify our users when they register on our site. However, because user verification on the Internet is difficult, Surplus xChange cannot and does not confirm each user's purported identity.
In the event that you have a dispute with one or more users, or a dispute with a third party arising out of your use of Surplus xChange, you release Surplus xChange from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.
As a buyer, you are obligated to complete the transaction with the seller if you purchase an item. Purchases are not retractable except in exceptional circumstances, such as: when the quantity or item description changes during a purchase; a clear typographical error is made.
6. Listing and Selling.
You must be legally able to sell the item(s) you list for sale on our site. You must describe your item and all terms of sale on the listing page of our site. Your listings may only include text descriptions, pictures and other content relevant to the sale of that item. All listed items must be listed in an appropriate category with an associated part type.
6.1 Release. Surplus xChange has no control over the quality, safety or legality of the items advertised, the truth or accuracy of the listings, the ability of sellers to sell items or the ability of buyers to buy items.
6.2 Fraud. Without limiting any other remedies, Surplus xChange may suspend or terminate your account if we suspect that you (by conviction, settlement, insurance or escrow investigation, or otherwise) have engaged in fraudulent activity in connection with our site.
6.3 Manipulation. Neither you, buyers nor sellers may manipulate the price of any item nor may you interfere with other user's listings or transactions.
7. Your Information.
7.1 Definition. "Your Information" is defined as any information you provide to us or other users in the registration, purchasing or listing process, or through any feedback feature. You are solely responsible for Your Information, and we act as a passive conduit for your online distribution and publication of Your Information.
7.2 Restricted Activities. Your Information (or any items listed) and your activities on the site shall not: (a) be false, inaccurate or misleading; (b) be fraudulent or involve the sale of counterfeit or stolen items; (c) infringe any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; (d) violate any law, statute, ordinance or regulation (including, but not limited to, those governing export control, consumer protection, unfair competition, antidiscrimination or false advertising); (e) be defamatory, trade libelous, unlawfully threatening or unlawfully harassing;; (h) create liability for us or cause us to lose (in whole or in part) the services of our ISPs or other suppliers.
8. Access and Interference.
You agree that you will not use any device, software or routine to interfere or attempt to interfere with the proper working of the Surplus xChange site or any activities conducted on our site. You agree that you will not take any action that imposes an unreasonable or disproportionately large load on our infrastructure.. You agree that you will not copy, reproduce, alter, modify, create derivative works, or publicly display any content (except for Your Information) from our website without the prior expressed written permission of Surplus xChange or the appropriate third party.
Without limiting other remedies, we may immediately remove your item listings, issue a warning, temporarily suspend, indefinitely suspend or terminate your registration and refuse to provide our services to you if: (a) you breach this Agreement or the documents it incorporates by reference; (b) we are unable to verify or authenticate any information you provide to us; or (c) we believe that your actions may cause financial loss or legal liability for you, our users or us.
11. No Warranty.
WE, OUR SUBSIDIARIES, EMPLOYEES AND OUR SUPPLIERS PROVIDE OUR WEB SITE AND SERVICES "AS IS" AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY. WE, OUR SUBSIDIARIES, EMPLOYEES AND OUR SUPPLIERS SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON- INFRINGEMENT. Some states do not allow the disclaimer of implied warranties, so the foregoing disclaimer may not apply to you. This warranty gives you specific legal rights and you may also have other legal rights that vary from state to state.
12. Liability Limit.
IN NO EVENT SHALL WE, OUR SUBSIDIARIES, EMPLOYEES OR OUR SUPPLIERS BE LIABLE FOR LOST PROFITS OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH OUR SITE, OUR SERVICES OR THIS AGREEMENT (HOWEVER ARISING, INCLUDING NEGLIGENCE).
OUR LIABILITY, AND THE LIABILITY OF OUR SUBSIDIARIES, EMPLOYEES, AND SUPPLIERS, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE GREATER OF (A) THE AMOUNT OF FEES YOU PAY TO US IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY, AND (B) $100. Some States do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you.
You agree to indemnify and hold us harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your breach of this Agreement or the documents it incorporates by reference, or your violation of any law or the rights of a third party.
14. Legal Compliance.
You shall comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding your use of our service and your listing, purchase, solicitation of offers to purchase, and sale of items.
15. No Agency.
You and Surplus xChange are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.
16. Additional Terms.
The following policies are incorporated into this Agreement by reference and provide additional terms and conditions related to specific services offered on our site:
Each of these policies may be changed from time to time and are effective immediately after we post the changes on our site. In addition, when using particular services on our site, you agree that you are subject to any posted policies or rules applicable to services you use through our site, which may be posted from time to time. All such posted policies or rules are hereby incorporated by reference into this Agreement.
This Agreement shall be governed in all respects by the laws of the Commonwealth of Pennsylvania as such laws are applied to agreements entered into and to be performed entirely within Pennsylvania between Pennsylvania residents. We do not guarantee continuous, uninterrupted or secure access to our services, and operation of our site may be interfered with by numerous factors outside of our control. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. You agree that this Agreement and all incorporated agreements may be automatically assigned by Surplus xChange, in our sole discretion, to a third party in the event of a merger or acquisition. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. This Agreement sets forth the entire understanding and agreement between us with respect to the subject matter hereof.
The services hereunder are offered by Denko Inc., located 736 Graham St., Belle Vernon, PA 15012.