Terms and Condition
Terms
& Conditions
i.
The Terms
1.1 The services provided by Warehouse Integration Network
Company ("WIN") through the WIN Web Site (the "Site") and
the WIN Auction are undertaken by WIN in accordance with these terms (the
"Terms"). By either listing products for sale or bidding for the
purchase of products (“Products”), users ("Users") agree to these
Terms. WIN reserves the right to modify the Terms. Users also include the ones
who use our website for browsing through our contents and not necessarily
engage in any commercial activities.
1.2 Users who wish to become prospective buyers or sellers of
Products shall register with the Site by selecting a login ID and personal
password and providing any other required registration information.
1.3 Users who log-in represent and warrant that (a) all
information provided during registration is accurate and complete and (b) all
registration information from time to time will be updated so that it is kept
current, accurate and complete at all times. Users are solely responsible for
all conduct and transmissions that take place under their respective login ID
and passwords. WIN may request additional information at any time with respect
to registration information. WIN may, in its sole and absolute discretion,
refuse to accept a User's registration, and may terminate a User's rights to
continue using the Site for any reason at any time.
1.4 WIN collects generic information using IP addresses that
do not identify Users directly, to help diagnose problems with the WIN server,
administer the Site, analyze trends, track Users' movements, and gather broad
demographic information for aggregate use in order to improve the Site. The
Site Privacy Policy, which can be accessed at Privacy Policy, shall apply at all times.
1.5 These Terms are in force at any time a User uses the Site
in any way. Upon any termination of a User's right to use the Site, these Terms
shall survive termination with respect to any use or transactions for the sale
or purchase of Products occurring prior to termination.
1-
WIN
1-1
The WIN Auction
1-1-1 The time period for a
WIN Auction will be determined by WIN and may be extended for varying periods
of time at the discretion of WIN.
1-1-2 WIN is involved in
forming the actual transaction between a Buyer and Seller. However, WIN does
not own or take title to Products at any point in time and has no control over
the quality, safety or legality of the Products, the truth or accuracy of the
Listing Description, the ability of a Seller to sell Products or the ability of
a Buyer to buy Products.
1-1-3 WIN will be paid a
Commission (deducted from the Bid Amount and which becomes the Net Bid Amount).
Unless Seller and WIN agree to an Exclusive Listing Commission, the Commission
payable to WIN will be a Performance Based Commission and will equal agreed upon
% of the Net Bid Amount or final transaction and is based on the level of WIN
services, the type of Product, and the WIN Auction.
1-2
No WIN
Warranties; Limitation of
Liability; and Release
1-2-1 The products listed on
this site unless otherwise set forth in the contract between buyer and seller,
are to be sold on an "as is", "as available" basis. To the
fullest extent permissible by Saudi Arabia law, win disclaims all
representations and warranties of any kind, express or implied, as to the
operation, accessibility or security of this site, and the accuracy,
completeness, currency or reliability of any of the content or data found on
the site including, but not limited to, implied warranties of merchantability,
fitness for a particular purpose, and non-infringement. Win does not warrant
that the site or the functions, features or content on the site will always be
available, accessible, uninterrupted, secure or operate without error. Win
expressly disclaims any responsibility for any misrepresentations or breaches
committed by any buyer or seller.
1-2-2 To the extent
permissible under applicable law, win assumes no responsibility, and in no
event shall win be liable for, any injury, loss, claim, damage, lost profits or
any special, incidental, indirect, consequential or punitive damages of any
kind arising out of the sale of any products listed on this site or in
connection with buyers or sellers access to, use of, or browsing in this site
or from downloading of any materials, data, or content from the site.
1-2-3 If, notwithstanding
the foregoing, win or any seller should be found liable for any loss or damage
(whether in contract or tort) which arises out of or is in any way connected
with these terms or the use of the site, the liability of win shall in no event
exceed the commission paid win with respect to the particular transaction
giving rise to such liability.
1-2-4 Buyers and Seller
release WIN, its subsidiaries and affiliates, and their respective officers,
directors, agents, employees and third party suppliers, 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 (inasmuch as WIN is not involved in
the actual transaction between Buyers and Sellers) relating to this Site or the
Products.
2-
Product
2-1
Listing of Products
2-1-1 A prospective seller
("Seller") of Products must have the legal authority to sell the
Products it lists for sale on the Site, free and clear of any liens, claims or
other encumbrances. Seller agrees to use commercially reasonable efforts to
supply accurate information for each listing of Products, including but not
limited to quantity, part number, long description, short description, image
and any other information required by WIN (as per WIN format that to be filled
by the User). WIN shall have no responsibility for the accuracy of such listed
information. WIN reserves the right to reject any Products from posting on the
Site.
2-1-2 Any resale restrictions,
transfer costs, load-out requirements, taxes, fees or special conditions
required by the Seller must be clearly set forth in the Listing Description.
Since the terms of any sale of Products are strictly between the Buyer and the
Seller, the enforcement of any resale restrictions shall be as agreed between
the Seller and Buyer.
2-1-3 Once a WIN Auction
begins, the Seller may not update or change the Listing Quantities or
Description without WIN approval. If any updates or changes are required for
accuracy, it is the sole responsibility of the Seller to notify WIN in a timely
manner.
2-1-4 Seller agrees that
payment to WIN for its services in connection with a Listing Description, the
WIN Auction and facilitating the sale of Products as between Seller and a registered
buyer ("Buyer") shall be in the form of an agreed upon Performance
Based Commission in a separate contract between WIN and Seller.
2-1-5 The Performance Based
Commission is exclusive of any other taxes and duties levied by Authorities and
Government.
2-2
Product Sales Transactions
2-2-1 Some Products sold in
a WIN Auction are subject to a “Buyer Premium” which will be stated on the
Listing Description.
2-2-2 At the end of a WIN
Auction, WIN will notify the Buyer and Buyer has to immediately pay a "Bid
reservation fee" equals to 15 % of the Bid amount. At that time WIN will
provide the Buyer with a payment request for the Bid Amount, and the buyer has
to pay Within 48 hours.
2-2-3 When the product is
available for inspection auction, the buyer has the option to inspect the
products with the coordination and agreement of WIN to schedule inspection
visit.
2-2-4 If the Buyer fails to
timely pay the Payment, then the Buyer will lose the reservation payment as its
not refundable, and shall be deemed in default and forfeits its rights to
purchase the Products. In which case the Seller may sell the Products to
another Buyer. The defaulting Buyer may also be barred from bidding on other
WIN Auctions and be subject to other claims, damages or liabilities to the
Seller.
2-2-5 Upon WIN's receipt of the
payment, the Seller shall provide and WIN shall notify Buyer of a scheduled
release date (the "Release Date"), which is the date by which Buyers
may either take possession of the Products or assume control of the Products
(such as when the Products are in a third-party storage facility).
2-2-6 WIN will pay the
Seller, the bid amount less the WIN agreed commission and any other agreed fees.
Any Products that have not been picked up within 5 days after the Release Date
will be deemed abandoned and Buyer will forfeit all rights to the abandoned
Products. If Seller does not make the Products available by the Release Date,
WIN will notify both parties and will use commercially reasonable efforts to
cause Seller to release the Products in a timely manner. The bid amount will be
refunded to the Buyer within thirty (30) days of the failure of Seller to
release the Products. The failure of a Seller to release the Products may be
subject to other claims, damages or liabilities and shall compensate WIN for
their commission of this cancelled transaction.
2-2-7 Any claims of material
shortages in quantity or other material discrepancies of the Products from
their posted description must be communicated to WIN within twenty-four (24)
hours after the Products are released to Buyer. WIN shall only be required to
use commercially reasonable efforts to resolve such claim with the Seller for
the Buyer’s account and shall otherwise have no liability to Buyer for such
shortages or material discrepancies.
2-2-8 Should WIN become
involved in litigation or other proceedings of any nature on account of the
Product Bid Amount solely because it holds the payment, Buyer and Seller agree
to pay WIN, in addition to any commissions hereunder, reasonable attorney's
fees incurred by WIN plus agreed upon management /handling fees and any other
costs and expenses resulting from such actions, all of which may be deducted
from the Product Bid Amount prior to their disbursement by WIN.
2-2-9 For any agreement on
the sale of products unless otherwise agreed to in writing as between buyer and
seller, buyer and seller agree: (a) all products are sold "as is, where
is" with no warranties of any kind, express or implied, including, but not
limited to, implied warranties of merchantability or fitness for a particular
purpose, unless otherwise expressly set forth in the terms of sale for such
item and labeled as a "warranty"; (b) in no event shall buyer or
seller be liable to each other for special, incidental, indirect, consequential
or punitive damages of any kind, or any lost revenue or anticipated profits,
arising out of or in connection with such transaction; and(c) in no event shall
the liability of seller to buyer, or buyer to seller, for any such transaction
exceed the bid amount of the products.
2-2-10
For any completed purchase, all information for the transaction
including but not limited to technical and financial, the Bid Amount, WIN
Performance Based Commission are confidential and will not be released to any other
parties.
3-
Seller & buyer
3-1
Bidding
3-1-1 Under the WIN Auction,
a Buyer is invited to submit a bid amount for the purchase of the Products to
WIN only prior to the established ending time. No Bid Amount may be submitted
with changes to these Terms. Buyer should carefully review the Listing
Description. A Bid Amount is not retractable except in extraordinary
circumstances as determined solely by WIN. WIN reserves the right to reject or
void any Bid Amount in the sole discretion of WIN.
3-1-2 The “Net Bid Amount”
is the Bid Amount less any WIN Performance Based Commission and any taxes or
Buyer premium. If the Seller agrees to sell the Product at the Net Bid Amount,
the Buyer will be promptly notified by WIN, and Buyer has to immediately pay
the Bid Reservation Amount of agreed % of the Bid Amount within 48 hours.
3-2
Buyer and Seller Responsibilities
3-2-1 In any transaction on
the Site, VAT or other similar taxes of any taxing authority shall apply to the
transaction as per applicable roles and policies by all parties.
3-2-2 Each Buyer and Seller
agree to comply with all applicable laws and regulations regarding the sale or
purchase of Products on this Site. Each Buyer and Seller agree not to use this
Site or any content contained in it for any illegal or inappropriate
activities, which include harassing or bribing others, misappropriating or
copying the contents of this Site or any listing, or selling non-existent,
fraudulent or counterfeit Products.
3-2-3 Sale price
manipulation of any kind by Users is strictly prohibited, including, without
limitation, bidding through a secondary account or other party, by
communicating with any other Buyer, or by shill bidding.
3-2-4 No Buyer or Seller
shall submit, publish, distribute, or transmit through this Site or its e-mail
links any content that is libelous, defamatory, obscene, pornographic,
threatening, invasive of privacy or publicity rights, abusive, illegal,
hateful, racially or ethnically discriminatory, or that would constitute or
encourage a criminal or civil offense, or that would otherwise give rise to
liability or violates any law. The listing of the products should comply with
the Law of Saudi Arabia which restricts uploading pictures which are not
appropriate as per the Law.
3-2-5 No Buyer or Seller
shall submit, publish, distribute, or transmit anything through this Site that
will violate or infringe, or cause WIN to violate or infringe, the intellectual
property or other rights of any third party, including copyright, trademark,
trade secret, privacy or other proprietary rights. No Buyer or Seller shall use
this Site to send unsolicited advertising, promotional material, or other forms
of solicitation to other users.
3-2-6 Any Buyer or Seller
who exports or imports any Products shall comply with and become knowledgeable
about any restrictions, taxes or duties, and government filings involved with
importing such Products.
4-
General
4-1
Indemnification
Each Buyer and Seller shall indemnify, defend
and hold harmless WIN, its subsidiaries and affiliates, and their respective
officers, directors, employees, and agents from and against any and all claims,
losses, damages, liabilities, judgments and fees and expenses related thereto
(including, without limitation, reasonable attorneys' fees), brought by or on
behalf of any third party against WIN that arises out of (a) any breach or
violation of these Terms, (b) any dispute with another Site User relating to
the purchase or sale of Products on this Site, or (c) any personal injury,
death or property damage caused by or arising out of the subsequent use of the
Products purchased on the Site.
4-2
Links and Advertisements
The Site may contain links to or banners
advertising other sites on the Internet that are owned and operated by third
party vendors and other third parties. WIN is providing these links and banners
solely as a convenience. The appearance of a link or advertisement does not
imply WIN' endorsement, nor is WIN responsible for the content of any linked
site.
4-3
Applicable Law
This Site is controlled by WIN. The laws
applicable to the interpretation of these Terms shall be the laws of the Saudi
Arabia, without regard to any conflict of law provisions.
4-4
Disputes and Venue
4-4-1 Any legal action
arising out of or relating to these Terms will first be submitted for informal
resolution between User (Buyer, Seller or third party) and WIN.
4-4-2 This Agreement and the
transactions contemplated by this Agreement are governed by the law in force in
Kingdom of Saudi Arabia – Jubail city. Each party irrevocably and
unconditionally submits to the exclusive jurisdiction of the courts of Kingdom
of Saudi Arabia and courts of appeal from them for determining any dispute
concerning this Agreement or the transactions contemplated by this Agreement.
4-4-3 The foregoing will not
be construed to prohibit WIN from directly seeking temporary injunctive relief
because of a breach or threatened breach of Section 4-5 of this Agreement
without first complying with this Section.
4-5
WIN Copyright and Trademarks
WIN and the WIN logo are trademarks or service
marks of WIN. The trademarks, tradenames and all other material contained on
this Site, including all portions of the website, site design, text, graphics,
and all intellectual property rights thereto are the sole and exclusive
property of WIN or its licensors. Except as expressly permitted hereby, the use
of any such property for any other purpose, or the modification, distribution
or republication of such material without the prior written permission from
WIN, is strictly prohibited.
4-6
General Terms
4-4-4 These Terms constitute
the entire agreement and understanding of the parties in respect of its subject
matter and supersedes all prior understandings, agreements, or representations
by or among the parties, written or oral, to the extent they relate in any way
to the subject matter hereof or the transactions contemplated hereby.
4-4-5 These Terms do not
create, and shall not be construed by the parties or any third person as
creating any agency, partnership, joint venture, or employment relationship
between a Buyer or Seller and WIN. The relationship of the parties under these
Terms shall be solely that of independent contractors. Neither party shall
have, nor hold itself out as having, any right, power or authority to assume,
create, or incur any expenses, liability, or obligation on behalf of the other
party, except as expressly provided herein.
4-4-6 WIN's failure to
exercise or enforce any right or provision of these Terms will not constitute
our waiver of such right or provision.
4-4-7 All of the terms,
agreements, covenants, representations, warranties, and conditions of these
Terms are binding upon, and inure to the benefit of and are enforceable by, the
parties and their respective successors and assigns.
4-4-8 The provisions of
these shall be deemed severable and the invalidity or unenforceability of any
provision shall not affect the validity or enforceability of the other
provisions hereof, provided that any provision of these Terms that is invalid
or unenforceable in any situation or in any jurisdiction will not affect the
enforceability of the remaining terms and provisions hereof or the
enforceability of the offending term or provision in any other situation or in
any other jurisdiction.
Please feel free to
contact WIN to resolve a complaint regarding any aspect of service relating to
this Site by writing to the above address, sending e-mail to [email protected]