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TERMS & CONDITIONS (Supersedes all previous publication) Last revised December 14, 2016 In using this website you are deemed to have read and agreed to the following terms and conditions. PLEASE READ THIS DOCUMENT CAREFULLY BEFORE REGISTERING AND /OR BIDDING ON THE OVERSTOCK DISCOUNTERS, LLC. (“OVERSTOCK”) WEBSITE. BY REGISTERING WITH THE SITE, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS SET FORTH BELOW. IF YOU DO NOT WISH TO BE BOUND BY THESE TERMS AND CONDITIONS, YOU MAY NOT ACCESS OR USE THE SITE. BOE RESERVES THE RIGHT TO UPDATE OR MODIFY THESE TERMS AND CONDITIONS AT ANY TIME WITHOUT PRIOR NOTICE TO USER. ALL USERS AGREE TO REVIEW THE AGREEMENT PERIODICALLY TO BE AWARE OF SUCH MODIFICATIONS. OVERSTOCK shall not be responsible for a User’s access or use of OVERSTOCK’s website, and the lack of a User accessing or using OVERSTOCK’s website shall in no way relieve the User of liability for any issues which may arise based on modifications n of such terms contained therein. GENERAL TERMS AND CONDITIONS FOR ALL USERS OF OVERSTOCK DISCOUNTERS.COM OVERSTOCK provides an online listing service, and acts as an intermediary to facilitate the sale of used items, (the “Items”) listed on, OVERSTOCK's website, between Buyers and Sellers (a “Transaction”) At no time does OVERSTOCK assume ownership of any of the items sold by Overstock Discounters or OverstockDiscounters.com. The Transactions performed are solely between the Seller and Buyer. NO AGENCY Buyers, Sellers and OVERSTOCK are all separate and independent parties, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by these Terms and Conditions RESTRICTED VIEWING A party who has not registered with OVERSTOCK is limited to viewing the inventory and requesting limited information regarding Items in OVERSTOCK’s inventory and may not enter into any arrangement to either buy or sell Items through OVERSTOCK without registering with OVERSTOCK. HOWEVER, ALL RESTRICTED VIEWERS AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS. REGISTRATION REQUIRED In order to enter into any arrangement or agreement to either buy or sell Items through OVERSTOCK’s website, the User must register through the Bid-on-Equipment.com website. Upon registration, the User agrees to be bound by the Terms and Conditions set forth herein. Individuals must be age 18 or older in order to be permitted to register, list, or bid on OVERSTOCK’s website. Individuals Listing for companies or corporations must possess appropriate legal authority to do so. ACCEPTANCE OF TERMS AND CONDITIONS All Users of OVERSTOCK expressly acknowledge and agree that they have read, understood and have accepted all Terms and Conditions herein. User understands and agrees that OVERSTOCK may, at its sole discretion, at any time, change, modify, add or delete any portion of these Terms and Conditions, in whole or in part, without providing any notice to the User, merely by posting such changes on the OVERSTOCK website. NO ONE MAY MODIFY, COPY, REPRODUCE, REPUBLISH, UPLOAD, POST, TRANSMIT, OR DISTRIBUTE, IN ANY MANNER, THE MATERIAL ON THE SITE, INCLUDING TEXT, GRAPHICS, CODE AND/OR SOFTWARE WITHOUT THE EXPRESS WRITTEN CONSENT OF OVERSTOCK. ANY UNAUTHORIZED USE OF THE MATERIALS ON THIS SITE MAY RESULT IN CRIMINAL AND/OR CIVIL PENALTIES. OVERSTOCK RESERVES THE RIGHT TO PURSUE ANY AND ALL PENALTIES AVAILABLE FOR UNAUTHORIZED USE. Without limiting other remedies, OVERSTOCK reserves the right at its sole discretion to limit, suspend, terminate, block or prohibit Users access to its site and services. DEFINITIONS Overstock Discounters, LLC (“OVERSTOCK”): an Maryland Limited Liability Company providing listing and transaction support services as an intermediary to facilitate Transactions between Sellers of used and new Items and Buyers of the same. Buyer: A party or any authorized representative thereof, who purchases Items through OVERSTOCK’s website and is further bound to the Terms and Conditions of OVERSTOCK set forth herein or as may be modified in the future. Auction Buyer Commission: Buyer pays a commission of 15% of the sale price for an Item sold through OVERSTOCK. This commission may be assessed for additional Items not directly listed on OVERSTOCK if such Items are included in a package that is sold directly from the Seller to Buyer negotiated with the assistance of OVERSTOCK. Marketplace Buyer Commission: Buyer pays a commission of 10% to 20% (subject to a separate agreement between Seller and OVERSTOCK) of the sale price for an Item sold through OVERSTOCK. This commission may be assessed for additional Items not directly listed on OVERSTOCK if such Items are included in a package that is sold directly from the Seller to Buyer negotiated with the assistance of OVERSTOCK. Inspection: The ability for the Buyer/Prospective Buyer to physically examine an Item(s). Inspection Waiver: Affirmation stating that the Buyer is choosing to not physically inspect the Item(s) being purchased and that the Buyer accepts all risks associated with not inspecting the Items being purchased. Notwithstanding an Inspection Waiver, a Buyer is obligated to consummate a transaction, once such has been initiated. Item: Piece of merchandise owned by Seller, or for which Seller has authorization to sell, that is placed for sale on OVERSTOCK’s website. List: The act of formally placing Items for sale on OVERSTOCK’s website under the Terms and Conditions set forth herein by OVERSTOCK. Listing: The data posted on OVERSTOCK’s website regarding Items meant for sale. Net Cash: Amount tendered to Seller after appropriate commission and fees deducted. Fees incurred by Buyer or Seller financial institution are the responsibility of Buyer or Seller and are not deducted from commission or payment. Offer Acceptance Notice to Buyer: Message sent to Buyer after Transaction has been assigned to a OVERSTOCK internal sales associate for completion. Offer Acceptance Notice to Seller: Message sent to Seller after electronic confirmation of mutual agreement of price between Seller and Buyer. Original Asking: Initial sale price requested for Item placed for sale. Ownership: OVERSTOCK will not take possession of, or title to, any Items for sale. Seller represents that it possesses legal title and ownership to items Listed. Payee/Alternate Payee: Person, or entity, who is authorized to receive payment for sale of an item. Payment: Gross funds tendered for purchase of Item(s) before deducting fees, commission and expenses. All Payments shall all be in United States Dollars (“USD”), regardless of locale of the Buyer or Seller. All Payments are made directly to OVERSTOCK as intermediary for the Transaction. . If Payment is not received by OVERSTOCK on the 2nd business day following delivery of the Buyer invoice, OVERSTOCK may remove the suspension of bidding or OVERSTOCK may cancel the Transaction. Payment Method: Payments may be made by ACH, wire, credit card or cash IMMEDIATELY UPON THE CLOSING of an Overstock Auction or Marketplace transaction. All Buyers outside the United States must tender funds through wire transfer. All wire transfers may be subject to additional fees. Prospective Buyer: A party or any authorized representative thereof, who is attempting to purchase Items through OVERSTOCK’s website or live auction and is further bound to the Terms and Conditions of OVERSTOCK set forth herein or as may be modified in the future. Seller: A party, or authorized representative, who is attempting to sell Items through OVERSTOCK’s website or live auction and is further, bound to the Terms and conditions of OVERSTOCK set forth herein. Seller Commission: Seller pays a commission of 15% (or on other terms, subject to a separate agreement) of the sale price for an Item sold through OVERSTOCK. This commission may be assessed for additional Items not directly listed on OVERSTOCK if such Items are included in a package that is sold directly from the Seller to Buyer. Sales Price: The agreed price of an Item including the Buyer Commission and any additional fees required by the Seller. Transaction: A sale facilitated by OVERSTOCK, as intermediary between Seller and Buyer. Users: Any person entering OVERSTOCK Marketplace, website or auction. AVAILABILITY All Items listed must be available for sale and immediate delivery upon acceptance of a valid Offer. Delays in completion of transactions incurred by Seller may result in the cancellation of deals and restriction from further listing. Seller agrees to notify OVERSTOCK immediately if any Item listed is no longer available. SELLER Seller grants OVERSTOCK and exclusive right to sell. The Seller affirms that it holds free and clear unencumbered, legal title and ownership to the Item or that it is the legal and authorized owner of the Item, or has been authorized by the legal owner to sell the Item and can provide documentation of such authorization; The Seller sets the Original Asking Price and agrees to sell the Item immediately to any Prospective Buyer who bids that price. Seller agrees not to sell any Item that it has listed on OVERSTOCK ‘directly’ to any Buyer who discovered the Item through the OVERSTOCK website whether or not the listing has expired. The Seller agrees to not accept any direct payment from the Buyer, without express permission granted in writing by OVERSTOCK. For more details, please see “OVERSTOCK’s Remedies” Sellers expressly agree to fully cooperate with OVERSTOCK in any situation in which OVERSTOCK has been requested to act as a buyer or Seller's agent, or in any situation in which OVERSTOCK may be required to so act to facilitate the culmination of a transaction. Sellers agrees, as soon as practical, upon request by OVERSTOCK or any appropriate agencies, to submit all necessary information and documentation to OVERSTOCK or such appropriate agencies, to provide for the facilitation of the completion of any transaction. SELLERS EXPRESSLY AGREE THAT THEY SHALL COMPLETE, PRIOR TO THE TIME EQUIPMENT SHALL BE TRANSPORTED, IF PRACTICAL, (AND IF NOT PRACTICAL, AS SOON AS SO REQUESTED OR REQUIRED) ANY AND ALL FORMS INCLUDING BUT NOT LIMITED, TO NAFTA AND CERTIFICATE OF ORIGIN AND FREIGHT FORWARDER POWERS OF ATTORNEY, SHIPMENT REQUIREMENTS, OR OTHERWISE, WHETHER IMPOSED BY LOCAL, STATE, OR FEDERAL AGENCIES OR THE PARTIES TO A TRANSACTION THEMSELVES. BUYER OVERSTOCK will, via email to the registered email address of the Buyer, deliver a notification that it’s Invoice and associated documents are prepared and awaiting electronic signature, following the acceptance of offer by the Seller. Payment is due immediately from the closing of an Overstock Auction or Marketplace transaction. If Payment is not received by OVERSTOCK on the 2nd business day following delivery of the Buyer invoice, OVERSTOCK may remove the suspension of bidding or OVERSTOCK may cancel the Transaction. Buyers expressly agree to fully cooperate with OVERSTOCK in any situation in which OVERSTOCK has been requested to act as a buyer or Seller's agent, or in any situation in which OVERSTOCK may be required to so act to facilitate the culmination of a transaction. Buyers agree to as soon as practical, upon request by OVERSTOCK or any appropriate agencies, to submit all necessary information and documentation to OVERSTOCK or to such appropriate agencies, to provide for the facilitation of the completion of any transaction. BUYERS EXPRESSLY AGREE THAT THEY SHALL COMPLETE, PRIOR TO THE TIME EQUIPMENT SHALL BE TRANSPORTED, IF APPROPRIATE AND PRACTICAL, (AND IF NOT PRACTICAL, AS SOON AS SO REQUESTED OR REQUIRED) ANY AND ALL FORMS, SHIPMENT REQUIREMENTS, OR OTHERWISE, WHETHER IMPOSED BY LOCAL, STATE, OR FEDERAL AGENCIES OR THE PARTIES TO A TRANSACTION THEMSELVES. LISTING Unless otherwise stated herein, all Items are used and are being sold by the Seller AS-IS and WITH ALL FAULTS with no warranties expressed or implied. OVERSTOCK allows Sellers to list Items for sale. If a Seller discovers an error in a Listing it has listed, it shall notify OVERSTOCK by phone, internal system message or email and the OVERSTOCK staff will edit the Listing for the Seller within 1 business day of receipt of such communication. No identification or location of owner shall be included in the listing or accompanying photos. Any description of Items shall fairly and accurately represent the actual condition of the specific Item that is listed. Photos provided by the Seller shall be of the actual piece of Items being listed. No ‘brochure’ photos will be accepted. OVERSTOCK reserves the right to delete or edit any listing at any time. Minimum list value is $1.00 USD. If a Seller discovers an error in a listing it has posted, it shall notify OVERSTOCK by phone, internal system message or email and the OVERSTOCK staff will edit the listing for the Seller within 1 business day of receipt of such communication. OVERSTOCK makes no representation concerning the accuracy of information provided by Seller and, to the extent any such information is inaccurate, Seller and Buyer will hold harmless and indemnify OVERSTOCK against all claims made against OVERSTOCK for any such inaccuracies. LISTING DURATION Listing duration is 180 days. If an Item does not sell during the first 170 day period, then OVERSTOCK will notify the Seller of the impending expiration, at which point the listing may be extended upon mutual agreement between the Seller and OVERSTOCK, moved to the OVERSTOCK Clearance section or terminated. INSPECTION Items at OVERSTOCK auctions will be available for inspection is SUBJECT TO INSPECTION prior the auction. All Sellers must make reasonable accommodations for a Prospective Buyer to inspect an Item, if requested by the Buyer. The Item’s location and Owner will be disseminated following prior to the inspection dates and Buyers will be given a reasonable amount of time to complete the inspection of the Item. If the Buyer tenders a deposit, said deposit will be applied toward the cost of the Transaction, provided the transaction closes as per the terms and conditions of the sale. Direct sales, in which the Seller sells the Item directly to the Buyer, bypassing OVERSTOCK will result in Buyer forfeiting all money deposited with OVERSTOCK, as well as any and all remedies stated herein. NO RETURNS All Sales are final However, Returns of Items shall be permitted except under the following conditions: 1. If a written agreement has been granted by the Seller prior to shipment. 2. In cases where the Seller agrees to a return of the Items 3. The Items must be returned within the time specified and in the condition in which it was shipped. 4. If the Item(s) is/are returned late or damaged, the return may be rejected or a re-stocking charge may be applied by the Seller. 5. In the event of a return that has been agreed to by the Seller, all arrangements must be made and facilitated between the Seller and Buyer; OVERSTOCK will not have any involvement with that process and shall not be liable for any losses, expenses, or damages incurred during that process. 6. OVERSTOCK’s sole responsibility will be the refund of any purchase commission and this will only be processed following confirmation from the Seller that they have received their Item in an acceptable state. TRANSACTION OVERSTOCK acts as an intermediary by facilitating the sale and purchase of item(s) between a Seller and a Buyer. As intermediary OVERSTOCK collects payment from the Buyer and transfers payment, less commissions and any bank fees, to the Seller. OVERSTOCK will not take possession of, or title to, any Items for sale and will not store any Items. OVERSTOCK will transfer payment for Items to the Seller upon completion of either of the following two conditions, whichever occurs first: If an item has been sold on the OVERSTOCK Marketplace site, payment shall be made to Seller within 7 business days from the date the Buyers funds have been received by OVERSTOCK provided, said funds have cleared the OVERSTOCK’s bank and become “Go Funds”. If items have been sold through an Auction, payment shall be made to Seller within 14 days from the date all of the Buyers funds have been received by OVERSTOCK and said funds have cleared the OVERSTOCK’s bank and become “Go Funds”. OVERSTOCK reserves the right to modify the above payment terms based on the ongoing or established relationship between OVERSTOCK and Seller. In no event shall OVERSTOCK be obligated for storage fees, transportation costs or any other fees, expenses or costs associated with any transaction to the extent the completion of a transaction is beyond OVERSTOCK's control in any way. However, OVERSTOCK may expend, or advance, such fees, expenses and costs in an attempt to finalize the completion of the transaction, and if so, OVERSTOCK shall be entitled to complete reimbursement for any such fees, expenses and costs, from either the buyer or the Seller, as may be appropriate. Buyers and Sellers expressly agree as soon as practical reimburse OVERSTOCK for any such fees, expenses or costs. TAXES Seller is solely responsible for any local, state or federal taxes due from the Transaction. SHIPPING For an additional cost over and above the Buyers purchase price, OVERSTOCK may offer shipping services including, but not limited to, packing, crating and other cost associated with removal and shipping. Depending on the Auction or Items purchased in OVERSTOCK Marketplace, shipping is usually available. However, often times, the property must be removed within a short time frame and it is up to the Bidder to arrange removal and/or shipping. If time permits, Closeout Discounters can and will arrange crating and shipping anywhere in the world. OVERSTOCK Estimates are provided by independent brokers/shippers For shipping in the United States, OVERSTOCK charges a “Handling Fee” up to $20 for each item you want shipped and a separate “Crating Fee” for each item you want shipped. The cost for creating an item will be determined by the size and weight along with the cost of labor and materials required to prepare the item for shipping in addition to the actual cost for the transportation. Insurance may be purchased from the carrier. Shipping prices will vary based on destination, weight, size and speed of delivery. OVERSTOCK uses a Shipping Broker to provide the best pricing available. All, crating and shipping pricing will be provided to the Buyer for approval prior to shipping. Shipping may take up to 10 days, depending on how many other items require shipping from a particular auction. Shipping overseas is much different from shipping in the United States. Items purchased in OVERSTOCK Marketplace shipping pricing is the same as auction pricing. For more information contact; Shipping@OverstockDiscointers.com Buyer has discretion to use any shipper of its choice. Receipt of the shipment by the recipient without written notice of damage on the delivery record is prima facie evidence that the shipment was delivered in good condition. For more information contact; Shipping@OverstockDiscointers.com Loading Unless otherwise agreed to by the Seller, Buyer is responsible for the loading and/or removing items purchased from an OVERSTOCK Auction. OVERSTOCK Marketplace items can be picked up from Seller. Seller may elect to ship items to Buyers at Buyers sole cost and expense. If crating is necessary, the Buyer is normally responsible for arranging and paying for crating services; provided, however, the Seller may offer skidding/crating to the Buyer, and if the Buyer agrees, any subsequent charge will be shown as a separate line Item on the Buyer’s invoice. Handling and loading may be an extra charge and details of those charges will be provided by Seller or carrier prior to shipping. Seller must state additional charges for handling prior to invoicing buyer or forfeit the right to request additional monies. RISK OF LOSS OVERSTOCK assumes no liability or risk of loss to Item(s) and provides no insurance to cover any such loss. Any and all responsibility for risk of loss remains between Buyer and Seller. Risk of loss or damage to the Items shall pass from Seller to Buyer when items purchased are removed from Sellers location. However, should Buyer fail to remove items purchased from Seller in the allotted timeframe, Seller shall have no responsibility or liability for any damage or loss incurs by Buyer. NOTICE If to OVERSTOCK: 10503 Democracy Lane, Potomac, MD 20854 & Ben@OverstockDiscointers.com If to Buyer or Seller: Primary registered address on file with OVERSTOCK. PRIVACY We are committed to protecting your privacy. We constantly review our systems and data to ensure the best possible service to our customers. Please see our Privacy Policy. CONFIDENTIALITY We will not sell, share, or rent your personal information to any third party or use your e-mail address for unsolicited mail. Any emails sent by OVERSTOCK will only be in connection with the provision of agreed services and products. Please see our Privacy Policy. DISCLAIMER OF WARRANTIES OVERSTOCK MAKES NO EXPRESS REPRESENTATIONS OR WARRANTIES ABOUT THIS SITE, MATERIALS, PRODUCTS OR ITS SERVICES AND EXPRESSLY DISCLAIMS ANY WARRANTY, EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. OVERSTOCK DOES NOT AUTHORIZE ANYONE TO MAKE A WARRANTY OF ANY KIND ON ITS BEHALF AND ANY PARTY WHICH ACCESSES OR USES OVERSTOCK’S WEBSITE MAY NOT RELY ON ANY STATEMENT OF WARRANTY. OVERSTOCK IS NOT THE MANUFACTURER OF THE PRODUCTS NOR IS OVERSTOCK A DEVELOPER OF ANY, OR OF CERTAIN APPLICATIONS. THE SITE AND/OR THE MATERIALS MAY CONTAIN TYPOGRAPHIC ERRORS OR INACCURACIES. OVERSTOCK DOES NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE SITE OR MATERIALS INCLUDING ANY OTHER INFORMATION DISPLAYED ON OR DISTRIBUTED THROUGH THE SITE WHICH MATERIAL MAY ORIGINATE FROM ANOTHER WEB SITE. ANY PARTY WHICH ACCESSES OR USES OVERSTOCK’S WEBSITE EXPRESSLY ACKNOWLEDGES THAT ANY RELIANCE ON THE WEBSITE OR ANY MATERIAL OR INFORMATION AVAILABLE ON OVERSTOCK’S WEBSITE IS AT THE ACCESSOR’S OR USER’S SOLE RISK. OVERSTOCK MAY, IN ITS SOLE DISCRETION, CORRECT OR CHANGE THE SITE, MATERIALS, PRODUCTS OR IT’S SERVICES AT ANY TIME. OVERSTOCK makes no warranty regarding the completeness, mechanical condition, marketability or suitability for any particular purpose of any Items sold on its website. OVERSTOCK is not responsible for the safety, condition, operation or use of any Item listed on this website. All Items are sold “AS IS”. DISCLAIMER OF ACCURACY OVERSTOCK MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE ACCURACY OR RELIABILITY OF THE INFORMATION OR PHOTOS POSTED ON ITS WEBSITE BY SELLERS. OVERSTOCK TAKES NO RESPONSIBILITY FOR MISREPRESENTATION, MISLEADING OR ACCURACY OF LISTING. LIMITATION OF LIABILITY NEITHER OVERSTOCK NOR ANY OF ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR OTHER REPRESENTATIVES OF ANY OF THEM, SHALL BE LIABLE FOR DAMAGES ARISING OUT OF OR IN CONNECTION IN ANY WAY WITH THE USE OF OR INABILITY TO USE OVERSTOCK’S WEBSITE, SERVICES OR APPLICATIONS. THIS LIMITATION OF LIABILITY IS COMPREHENSIVE, AND APPLIES TO ALL DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO, COMPENSATORY, DIRECT, INDIRECT OR CONSEQUENTIAL DAMAGES, LOSS OF DATA, PROGRAMS, INCOME OR PROFIT, LOSS OF OR DAMAGE TO PROPERTY AND CLAIMS OF THIRD PARTIES. ANY DISPUTES ARISING FROM A TRANSACTION OR FAILURE TO COMPLETE A TRANSACTION SHALL BE EXCLUSIVELY BETWEEN THE BUYER AND THE SELLER. OVERSTOCK ASSUMES NO LIABILITY FOR ANY DAMAGES CAUSED TO BUYERS OR SELLERS DUE TO FAILURE TO COMPLETE A TRANSACTION. OVERSTOCK MAKES NO GUARANTEE THAT ANY BUYER OR POTENTIAL BUYER WILL BE WILLING OR ABLE TO COMPLETE A TRANSACTION. LINKS From time to time this website may also include links to third party websites or resources. These links are provided for your convenience to provide further information or resources. Links to such websites or resources do not signify that OVERSTOCK endorses the website(s) or resources. OVERSTOCK has no responsibility for the content of the linked website(s) or functionality of such website(s). You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources. FORCE MAJEURE OVERSTOCK, Seller nor Buyer shall be liable for any failure to perform any obligation under any Agreement which is due to an event beyond the control of such party including but not limited to any Act of GOD, terrorism, war, political insurgence, insurrection, riot, civil unrest, act of civil or military authority, uprising, earthquake, flood or any other natural or man-made act outside of our control, which causes Any Party affected by such event shall forthwith inform the other Party of the same and shall use all reasonable endeavors to comply with the terms and conditions of any Agreement contained herein. INDEMNITY AND RELEASE Buyers and Sellers expressly agree that transactions in which OVERSTOCK is acting as an intermediary typically require the payment by the buyer of the purchase price to OVERSTOCK, to be paid to the Seller, before equipment is released by the Seller. Notwithstanding such, the parties expressly and affirmatively forever relieve OVERSTOCK from any obligation to refund or return the purchase price, or the equipment, as the case may be, to complete a transaction if either the buyer and/or the Seller shall not have completed any and all of their obligations and/or requirements to facilitate a transaction, including but not limited to payment for transportation or storage fees, completion of any forms required for transportation, shipping or other activities with the equipment, or any other requirements. Buyer and Seller expressly agree to indemnify and forever hold harmless OVERSTOCK for any and all activities undertaken in a Transaction unless a claim based on such activity should arise based solely on OVERSTOCK’s gross misconduct or negligence. OVERSTOCK makes no representation concerning the accuracy of information provided by Seller and, to the extent any such information is inaccurate, Seller and Buyer will hold harmless and indemnify OVERSTOCK against any and all claims made against OVERSTOCK for any such inaccuracies. SELLER AND BUYER REMEDY Buyer’s and Seller’s sole remedy as to OVERSTOCK will be the return of any Commission fee previously paid to OVERSTOCK. To the extent any Transaction is not completed, or completed unsatisfactorily, other than those transactions which are not completed due to the sole fault of OVERSTOCK based on its misconduct or gross negligence, Buyers and Sellers understand that their sole remedies are between one another. OVERSTOCK REMEDIES All users of OVERSTOCK’s services hereby acknowledge and agree that it has taken OVERSTOCK considerable time and expense to develop its website as well as company confidential processes and services provided therein, and that OVERSTOCK would suffer irreparable harm and injury if users of the OVERSTOCK website circumvented OVERSTOCK after being introduced via OVERSTOCK’s services. Attempting to circumvent or avoid paying OVERSTOCK’s fees by engaging in a “side deal” is strictly prohibited, and may result in suspension or termination of the use of OVERSTOCK’s website, as well as possible civil and/or criminal prosecution to the fullest extent of the law. Additionally, all Sellers and Buyers agree that OVERSTOCK’s remedy at law for any violations or threatened violations thereof may be inadequate and that OVERSTOCK shall not be required to prove the inadequacy of legal remedies in order to become entitled to a temporary or permanent injunction or other equitable relief specifically to enforce such obligations. Sellers and Buyers, therefore, consent to the issuance of temporary and permanent injunctions to enforce such obligations. Notwithstanding the foregoing, OVERSTOCK’s rights and remedies under this Agreement are cumulative and in addition to, and not in lieu of, any other rights and remedies allowed at law or in equity. Buyers and Sellers understand that OVERSTOCK shall have all rights and remedies against Buyers and Sellers for any transaction that is not completed which is beyond the control of OVERSTOCK to the extent OVERSTOCK incurs fees, costs expenses, including any lost commissions. While OVERSTOCK acts in all cases solely as an intermediary and does not take tile or ownership of any items, and acts to facilitate transactions between Buyers and Sellers, to the extent a Buyer shall have paid sales price to OVERSTOCK, and such sales price has been passed on to Seller, less applicable commissions and costs, in the event Seller does not produce the Item to consummate the Transaction and Buyer brings a claim against OVERSTOCK, OVERSTOCK shall have all rights and remedies against the Seller for lack of delivery. Buyer’s sole remedy against OVERSTOCK is the return of Buyer’s Commission. Buyers and Sellers agree that any attorney fees and court costs or other legal expenses incurred by OVERSTOCK in enforcing any or attempting to enforce any transaction, attempting to complete a transaction on behalf of Buyers and Sellers, addressing issues related to Buyers and/or Sellers obligations and requirements in transporting, shipping and/or completing their respective obligations of a transaction, or in enforcing any provisions of the agreement, shall be paid by the Buyer or Seller, as the case may be, and shall not be obligation of OVERSTOCK and OVERSTOCK shall have the right to seek and be reimbursed for any such fees, cost or expenses. CHOICE AND COMPLIANCE OF LAW OVERSTOCK’s Website is operated and provided in the State of Maryland. As such, all Users are subject to the laws of the State of Illinois, and such laws govern these Terms of Use, without giving effect to any choice of law rules. OVERSTOCK makes no representation that our Web site or services are legal or available for use in other locations, domestic or international. Accordingly, if you choose to access this site you agree to be governed and subjected to the laws of the State of Illinois. User assumes all knowledge of applicable law and is responsible for compliance with any such laws. User may not use this site or OVERSTOCK services in any way that violates applicable state, federal, or international laws, regulations or other government requirements. User further agrees not to sell or purchase any Item that could constitute a criminal offense, give rise to civil liability or otherwise violate any applicable local, state, national, or international law or regulation. ARBITRATION Dispute Resolution By Binding Arbitration: PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS. Except as provided in the “ OVERSTOCK ’S REMEDIES”, below, all accessors and Users, Buyers and Sellers, and OVERSTOCK agree that any claim or dispute between them or against any agent, employee, successor, or assign of the other, related to this agreement, and any claim or dispute related to this agreement or the relationship or duties contemplated under these terms and conditions, including the validity of this arbitration clause, shall be resolved by binding arbitration pursuant to the Commercial Rules of Arbitration of the American Arbitration Association. The parties hereby agree to a three-person panel of arbitrators selected according to those Rules. All arbitration proceedings shall be conducted in Chicago, Illinois. The arbitration award shall be in writing and shall specify the basis for the award. In rendering the award, the arbitrators shall determine the rights and obligations of the parties in accordance to the substantive laws of Illinois, without regard to conflict of laws provisions. Judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof and the costs and reasonable attorney's fees incurred in connection with any action to conform the arbitration award shall be awarded by the court. Neither party, nor the arbitrators, may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties. The prevailing party shall be entitled to reimbursement of all reasonable cost incurred in connection the dispute. ENFORCEABILITY/SURVIVAL The invalidity, illegality or unenforceability of any provision of this Terms and Conditions shall not affect the other provisions, which shall remain in full force and effect. ENTIRE AGREEMENT The Terms and Conditions contained herein constitute the entire agreement between the parties hereto with respect to the subject matter hereof and supersede all previous communications or representations, including Buyer’s Purchase Order, if any, whether oral or written, between the Buyer and Seller. No agent, employee or representative of the Seller has any authority to bind the Seller to any affirmation, representation or warranty concerning the Items subject hereto, and unless such affirmation, representation or warranty is included in this agreement, it is not part of the basis of this bargain and shall not be binding upon or enforceable against the Seller. No course or prior dealings between the parties and no custom or usage of trade in the Industry shall be used to interpret, construe or supplement the terms and conditions hereof. COPYRIGHT All contents of the Overstock Discounters website are the sole property of Overstock Discounters, LLC Copyright © 2016. ALL RIGHTS RESERVED. TRADEMARK Overstock Discounters is a registered Trademark and all rights to such trademark vests solely in Overstock Discounters, LLC. Other Trademarks, products or company names used on this website may be trademarks of their respective owners.