Terms & Conditions
GENERAL TERMS AND CONDITIONS
Authorization
WHEREAS, LubeXChange, a Delaware LLC (“LubeXChange”), has established a copyrighted online marketplace to purchase finished lubricants and related products (the “Product”) from certain companies (the “Seller”) and resale Products to certain purchasers (the “Buyer”), connecting Sellers and Buyers through a proprietary system to sell obsolete or slow-moving inventory at discounted prices (the “Services”). As a duly appointed officer or employee of company or corporation listed on this enrollment form (the “Company”), I do hereby authorize LubeXChange to provide Services for and behalf of the Company, as more fully described in this Agreement;
Relationship of Parties
Nothing contained herein shall be deemed to create the relationship of employer and employee, partnership or joint venture, between LubeXChange and Company. Neither party is authorized to bind the other or assume obligations in the name of or on the account of the other, nor shall either of the parties make any representations or warranties on behalf of the other, except as expressly authorized by such other party in writing.
Title and Risk of Loss
Title to Products shall pass to Buyer at the point of acceptance by Buyer at the unloading flange or unloading dock at the specified delivery location, subject to a forty-eight (48) hour inspection period. During transportation of Products to Buyer, Seller shall bear all risk of loss, liability and damage to Products until the point of acceptance by Buyer at the unloading flange or unloading dock at the specified delivery location. Damage to Products shall be deemed to include, by way of example and not limitation, Product contamination with foreign debris, other lubricants or moisture, vehicle contamination, environmental contamination, spillage or other damage.
Product Quality Certification
Seller hereby certifies that each posted Product is correctly identified, meets or exceeds the stated performance standard(s) and is free of contami- nants, including but not limited to, moisture, sediment, or cross-contamination with another lubricant. Seller hereby certifies that any packaged Product is in its original condition, not tampered with and is free of contaminants, including but not limited to, moisture, sediment, or cross-contamination with another lubricant. Seller understands that they are solely liable for any false, misleading, or inaccurate Product information and Product contamination.
Bulk Product Samples
Seller shall collect Product samples for each bulk Product sold at the time of loading and retain such samples for a period of not less than ninety (90) days following shipment. Buyer shall collect Product samples for each bulk Product purchased at the unloading flange at the specified delivery location and retain such samples for a period of not less than ninety (90) days following receiving said Product.
Taxes
Buyer shall be responsible to pay all applicable excise, use, sales, or other taxes that may be due or imposed upon the sale of the Product(s) to Buyer from LubeXChange.
Payment Terms
LubeXChange wishes to establish security and goodwill for both the Seller and Buyer. As such, Buyer shall make advance payment to LubeXChange for each transaction. Buyer shall pay via ACH Debit (E-Check) or Credit Card and, at their sole discretion, may alter method of payment at any time upon notifying LubeXChange. Once payment is received, purchased Product(s) shall be released from the Seller for transport to Buyer.
Seller shall receive payment for Products sold by LubeXChange within five (5) working days from the successful delivery of Product(s) to Buyer. Seller shall receive payment from LubeXChange via check or ACH and, at their sole discretion, may alter preferred method of payment at any time upon notifying LubeXChange.
Indemnification
Seller accepts full responsibility for, and shall defend, indemnify and hold LubeXChange harmless from and against, any liability, loss, expense (including reasonable attorneys’ fees and disbursements), fine or claim paid, or incurred by Seller involving or arising out of: (i) Seller’s breach of any representation, warranty or covenant of conditions contained herein; (ii) resulting from the inaccurate posting, mishandling or contamination of the Products by Seller; or (iii) any injury, damage to property or damage to the environment caused by any act or omission of Seller.
Buyer accepts full responsibility for, and shall defend, indemnify and hold LubeXChange harmless from and against, any liability, loss, expense (including reasonable attorneys’ fees and disbursements), fine or claim paid, or incurred by Buyer involving or arising out of: (i) Buyer’s breach of any representation, warranty or covenant of conditions contained herein; (ii) resulting from the inaccurate posting, mishandling or contamination of the Products by Buyer; or (iii) any injury, damage to property or damage to the environment caused by any act or omission of Buyer.
No Implied Warranty
To the max extent permitted by applicable law, LubeXChange disclaims all other warranties, either expressed or implied, including but limited to im- plied warranties of Product merchantability and fitness for use. To the maximum extent permitted by law, in no event shall LubeXchange be liable for damages whatsoever, including without limitation, special, incidental, consequential, or indirect damages for personal injury, loss of profits, business interruption, loss of information, or any other pecuniary loss arising out of the sale, purchase, use, or the inability to use Product.
Return Policy
Buyer shall have a forty-eight (48) hour inspection period upon acceptance of Product at the unloading flange or unloading dock at the specified delivery location to inspect delivered Products. Buyer shall immediately notify LubeXChange with any shortfall in delivered quantities, shipping dam- age, Product contamination, inaccurate Product descriptions, or falsified Product performance standards. Should Buyer deem Products unacceptable upon notifying LubeXChange, Buyer shall maintain digital photos and retain samples of the Product(s) in question. Pending an examination of Product damage, Product condition/quality, or Product contamination, LubeXChange will attempt to resolve the matter to the satisfaction of both the Buyer and Seller. If the entire shipment of Product(s) is rejected for cause, the Buyer shall be refunded the entire transaction cost and the Seller shall only be liable for shipping costs to and from Buyer, due immediately upon return of Product(s) to the Seller’s point of origin. Upon the expiration of the forty- eight (48) hour inspection period, Buyer shall assume sole title and risk of loss of Product(s).
Privacy Policy
LubeXChange shall not release Company information to any third party. All Company information shall be strictly secured under Federal and State guidelines. Information is obtained by LubeXChange for the sole benefit of LubeXChange to perform and improve Services. LubeXChange shall reserve the right to use internal data to analyze sales trends, evaluate market Services, and improve our system for Sellers and Buyers. Company may opt-out of Services and electronic mailings at any time. Company information is considered to be an asset of LubeXChange and as such may be transferred to another company as part of an acquisition, merger, or change in control.
SEVERABILITY
If any provision contained within this Terms and Conditions or the application thereof shall, for any reason and to any extent, be invalid or unenforce- able, neither the remainder of the Terms and Conditions nor the application of the provision to other persons, entities or circumstances shall be af- fected thereby, but instead shall be enforced to the maximum extent permitted by law.
BINDING EFFECT
The covenants, obligations and conditions herein contained shall be binding on and inure to the benefit of the heirs, legal representatives, and assigns of the parties hereto.
LubeXChange shall reserve the exclusive right to modify Terms and Conditions, at any time, at their sole discretion.