USER AGREEMENT, TERMS and POLICY
You must complete user profile and verification process and be approved from the Nereus team to be eligible to bid and access the tools.
b. You must provide accurate and up-to-date personal or company information during the registration process.
Proof of Service Issues
a. In the event of a dispute or complaint regarding the functionality or performance of our services, the buyer is required to provide substantial evidence to support their claim. This may include, but is not limited to, screenshots, timestamps, and detailed descriptions of the issue encountered.
b. The evidence provided should clearly demonstrate the problem and must be directly related to the use of our services. This information is crucial in helping us understand and resolve any issues effectively.
c. Failure to provide such evidence may limit our ability to resolve the dispute or complaint and may impact any potential legal proceedings.
a. All digital bids placed on our NSC platform are considered binding and irrevocable. Once a bid is placed, it cannot be retracted or canceled. Bidders should carefully consider their bids before submitting them.
b. Each bid must meet or exceed the minimum bid increment specified for the auction. The minimum bid increment ensures fair competition among bidders and maintains the integrity of the auction process. Bids that do not meet the minimum increment will be deemed invalid.
c. The highest bidder at the end of the auction will be considered the winner, subject to meeting any reserve price or other conditions set by the seller. If the seller has set a reserve price, the highest bid must meet or exceed that amount in order for the item to be sold. Additionally, the seller may specify other conditions for the sale, such as approval by the seller or meeting certain requirements.
d. Online and digital auctions may have specific start and end times, and bids placed outside this timeframe may not be considered valid. Bidders should ensure that they submit their bids within the designated auction period to be eligible. It is the responsibility of the bidder to be aware of the auction's timeframe and submit their bids accordingly.
Acceptance of Terms
a. Age and Legal Capacity: By accessing or using our online auction marketplace, you confirm that you are at least 18 years old and possess the legal capacity to enter into a binding agreement. If you are under the age of 18 or do not have the legal capacity to enter into this agreement, you must refrain from using our Service. By accepting these Terms, you acknowledge that you have the necessary age and legal capacity to use the Service and engage in transactions on our platform.
b. Authority on Behalf of an Organization: If you are using the Service on behalf of an organization, such as a company or other legal entity, you represent and warrant that you have the authority to bind that organization to these Terms. You affirm that you are an authorized representative of the organization and have the power to enter into this agreement on behalf of the organization. By accepting these Terms, you acknowledge that you have the necessary authority to legally bind the organization you represent.
c. Liability for Non-Compliance: If you do not meet the age requirements or legal capacity to enter into this agreement, or if you lack the necessary authority to bind an organization to these Terms, you are not permitted to use our Service. By using the Service in violation of these requirements, you accept full responsibility for any consequences or legal liabilities that may arise from such non-compliance.
d. Updates to the Terms: Our Terms may be updated or modified from time to time to reflect changes in our Service, legal requirements, or industry practices. It is your responsibility to regularly review the Terms and ensure that you continue to meet the eligibility criteria and comply with any updated provisions. Continued use of the Service after any modifications to the Terms constitutes your acceptance of the updated terms and conditions.
a. Users are expected to conduct themselves in a respectful and ethical manner during online and digital auctions and in all interactions with other users and our platform. This includes refraining from any form of harassment, discrimination, or abusive behavior. We promote a positive and inclusive environment for all participants.
b. Any form of collusion, bid manipulation, or interference with the bidding process is strictly prohibited and will result in immediate termination of your account. We have a zero-tolerance policy for fraudulent activities that compromise the integrity of the auction system. Our commitment is to maintain fair competition and a level playing field for all bidders.
c. Users are explicitly prohibited from using automated software or scripts to place bids or gain an unfair advantage over other participants. This includes any form of automated bidding or sniping tools. All bids must be placed manually by the individual bidder, ensuring equal opportunities for all users.
d. Online and digital auctions may have specific rules and guidelines for different bidding formats, such as live or timed bidding. It is the responsibility of users to familiarize themselves with these rules and adhere to them accordingly. Failure to comply with the specified rules may result in disqualification from the auction or other appropriate actions.
Product Descriptions and Conditions
a. We strive to provide accurate and detailed descriptions of auction items, including their condition and any relevant specifications or limitations. However, it is important to note that NSC (Online Auction Marketplace) acts solely as a platform for sellers to list their items, and we do not verify the accuracy of every product description. Therefore, NSC is not liable for any misinformation or incorrect descriptions provided by sellers. We strongly encourage bidders to exercise due diligence and rely on their own judgment when evaluating the item's condition and features.
b. It is the responsibility of the bidder to thoroughly review the item description, examine any accompanying images or videos, and ask any necessary questions before placing a bid. Bidders should seek clarification on any uncertainties or seek additional information from the seller if needed. By conducting their own research and inquiries, bidders can make informed decisions based on their individual preferences and requirements.
c. All items are sold "as is" without any warranties or guarantees unless explicitly stated by the seller. It is essential for bidders to understand that NSC does not provide any warranties or guarantees regarding the quality, functionality, or authenticity of the items being auctioned. Any warranties or guarantees offered are the sole responsibility of the seller. Bidders should carefully review any warranty information provided by the seller and consider it as part of their decision-making process.
d. Online and digital auctions may provide additional media, such as images or videos, to showcase the items being auctioned. However, bidders should be aware that these media assets are for informational purposes only and may not fully represent the actual item. Variations in color, texture, size, or other attributes may occur due to factors such as lighting conditions or digital display settings. Bidders are advised to rely primarily on the item description and any supplementary information provided by the seller when evaluating the item.
Payment and Fees
NSC agrees to provide auction services to the Client for the purpose of selling goods, assets, or other items ("Items") through an auction process.
NSC shall conduct the auction in accordance with industry standards and practices.
The Client agrees to pay NSC the following fees:
Please reach out to the team for acustom quote at email@example.com
Buyers are free to access the platform.
**FIRST BETA AUCTIONS are FREE. "Buyer's fees will not be part of the program from August through September. During this period, buyers will not be charged any "extra fees" to participate in the auctions. Nereus will advise buyers when changes are made."
a. The Client agrees to pay all auction fees as outlined in Section 2 within 7 days from the date of invoice issued by the Auction Company unless otherwise agreed in writing.
b. Payments shall be made in USD.
c. In the event of late payment, the Client shall be responsible for any applicable late fees or interest charges as agreed upon by both Parties.
a. NSC shall provide the Client with a settlement statement detailing the final sale prices of the Items, applicable fees, and any deductions or adjustments.
b. NSC shall remit the net proceeds from the auction, after deducting the commission and any applicable fees, to the Client within [number of days] days from the auction's conclusion.
a. Any disputes related to the auction fees or services shall be resolved amicably between the Parties through good-faith negotiations.
b. In the event that a dispute cannot be resolved through negotiations, either Party may seek legal remedies as permitted by applicable laws.
a. In the event of any disputes between users, we encourage open communication and a collaborative approach to resolve the issue amicably. We believe that direct dialogue between the parties involved is often the most effective way to address and resolve concerns or misunderstandings. Users are encouraged to engage in respectful and constructive discussions to find a mutually satisfactory resolution.
b. If a resolution cannot be reached through direct communication, NSC may step in to facilitate mediation or arbitration to help resolve the dispute between the parties. Mediation involves the intervention of a neutral third party who assists the parties in reaching a mutually agreeable solution. Arbitration, on the other hand, involves a neutral arbitrator who reviews the evidence and makes a binding decision based on the merits of the case. The specific method of dispute resolution (mediation or arbitration) may depend on the nature and complexity of the dispute, as determined by NSC.
c. In the event that NSC facilitates mediation or arbitration, the decision reached through the dispute resolution process will be final and binding on all parties involved. It is important to understand that by engaging in the dispute resolution process, users agree to accept the outcome as determined by NSC or the appointed mediator/arbitrator. This ensures a fair and conclusive resolution to the dispute.
d. For specific dispute resolution procedures related to issues such as online bidding, payment, and item delivery, NSC will act as a mediator between the parties as needed. NSC will provide clear guidelines and instructions to assist users in navigating the dispute resolution process. This may include submitting relevant evidence, participating in mediation sessions, or adhering to specific timelines or procedures. By engaging in this process, users demonstrate their commitment to resolving disputes in a fair and transparent manner.
Prohibited Items and Activities
a. The sale or bidding on any illegal or prohibited items is strictly prohibited. Users are not permitted to list, sell, or bid on items that violate local, national, or international laws and regulations. This includes, but is not limited to, illegal drugs, firearms, counterfeit goods, stolen property, and any item that promotes or encourages illegal activities. NSC has a zero-tolerance policy for such items, and any violation will result in immediate account suspension or termination.
b. Users must not engage in fraudulent activities or misrepresent themselves or their intentions on our platform. This includes but is not limited to false bidding, shill bidding, identity theft, or any form of deceptive practices aimed at manipulating the auction process. NSC maintains strict monitoring measures to identify and prevent fraudulent activities, and any user found engaging in such activities will face severe consequences, including account suspension or termination.
c. Violation of these rules may result in account suspension or termination. NSC is committed to maintaining a safe and trustworthy marketplace for all users. Any user found in violation of the prohibited items and activities policies will be subject to appropriate actions, which may include temporary suspension or permanent termination of their account. These measures are in place to safeguard the integrity of the platform and protect the interests of all users.
d. NSC online and digital auctions may have additional restrictions on the type of items that can be listed or bid on due to legal or regulatory requirements. Certain items, such as restricted substances, hazardous materials, or culturally sensitive artifacts, may have specific guidelines or legal restrictions. It is the responsibility of users to familiarize themselves with these additional restrictions and comply with them when participating in the auction. NSC will provide information and guidelines on any additional restrictions to ensure compliance and prevent the listing or bidding on prohibited items.
Privacy and Data Protection
c. We employ industry-standard security measures and best practices to protect your personal data from unauthorized access, loss, misuse, alteration, or destruction. We implement technical, administrative, and physical safeguards to ensure the confidentiality and integrity of your information. These measures include encryption, firewalls, access controls, regular security assessments, and employee training on data protection.
d. We will not disclose, sell, rent, or share your personal information with third parties for their marketing purposes without your explicit consent. However, we may share your information with trusted third-party service providers who assist us in operating our platform, delivering services, and ensuring the smooth functioning of auctions. These service providers are contractually bound to protect the confidentiality and security of your data and are authorized to use your information solely for the purpose of providing services to us.
f. International Data Transfers: As part of our global operations, your personal data may be transferred to and processed in countries outside of your own. In such cases, we ensure that appropriate safeguards are in place to protect your personal data in accordance with applicable data protection laws.
g. Retention of Personal Data: We retain your personal data only for as long as necessary to fulfill the purposes for which it was collected and to comply with legal obligations. When personal data is no longer required, we securely delete or anonymize it.
Sale and Purchase Agreement
This Sale and Purchase Agreement ("Agreement") is entered into between the Seller and the Buyer as of the date of acceptance. The Seller agrees to sell and the Buyer agrees to purchase the Containers under the following terms and conditions:
a. The Seller agrees to sell and the Buyer agrees to purchase the Containers, as described in the attached purchase order or invoice.
b. The Buyer acknowledges that the Containers are sold in "as is" condition without any warranties or guarantees unless explicitly stated by the Seller.
Purchase Price and Payment:
a. The Buyer agrees to pay the Seller the total purchase price ("Purchase Price") for the Containers as specified in the attached purchase order or invoice.
b. Payment shall be made by the Buyer within the specified timeframe using the accepted payment methods and instructions provided by the Seller.
Delivery and Title:
a. The Seller shall arrange for the delivery of the Container(s) to the Buyer's designated location or port of discharge.
b. The risk of loss or damage to the Container(s) shall pass to the Buyer upon delivery.
c. The Seller shall transfer the title of the Container(s) to the Buyer upon receipt of full payment.
d. The Buyer shall pick up or arrange for the transportation of the Container(s) within a specified time frame.
a. The Buyer agrees to make the payment for the purchased Containers in accordance with the payment terms specified in the attached purchase order or invoice.
b. Failure to make the payment within the specified timeframe may result in additional charges, penalties, or cancellation of the order.
Payments and Pick-up Requirements & Sale cancellation and restocking fee
a. All Containers Buyer agrees to purchase from Seller shall remain the property of Seller as legal and equitable owner until the full Purchase Price has been duly paid to Seller
b. Buyer must make full payment of the Purchase Price in a lump sum within five (5) calendar days of the Seller’s invoice date. Failure to make timely payment may result in cancellation of the sale and a restocking fee of $250.00 per Container.
c. Once the Seller’s Container Sales team has received written notification from the Accounting Department confirming the receipt and processing of the Purchase Price in Seller’s bank account, the Seller will provide the Buyer with a Release Confirmation Notice for the purchased Container(s) at the pick-up location(s) where Buyer should take possession of the purchased Container(s).
d. The Buyer will have ten (10) calendar days from the day after the Seller sends the Release Confirmation Notice to pick up or cause the depot to transfer the Container(s) to the Buyer’s account. Failure to pick up or transfer the Container(s) within this time frame will result in forfeiture of the Container(s) back to the Seller, cancellation of the sale, and a restocking fee of $250.00 per Container.
e. The Seller reserves the right to cancel its offer for the sale and purchase of any Container before the Buyer has taken possession of the Container.
a. The winning bidder is obligated to complete the purchase by paying the final bid amount, as well as any applicable taxes and fees, within the specified timeframe.
b. We may charge a buyer's premium or other fees, which will be clearly communicated before placing a bid.
c. Accepted payment methods and instructions will be provided upon successful bidding.
d. NSC Online and digital auctions will offer secure payment gateways and integrated payment systems to facilitate transactions. Later in 2023.
Pick-up and Transportation
The Buyer shall be responsible for arranging the pick-up and transportation of the Containers from the designated location or port of discharge.
The Buyer shall ensure that appropriate means of transportation and equipment are used to handle and transport the Containers safely and securely.
Any costs, fees, taxes, charges, or expenses associated with the pick-up and transportation of the Containers shall be the sole responsibility of the Buyer.
The Seller may provide assistance or recommendations regarding reliable transportation services, but such assistance does not constitute an endorsement or guarantee of their services.
All Containers Buyer agrees to purchase from Seller shall remain the property of Seller as legal and equitable owner until the full Purchase Price has been duly paid to Seller and the conditions stated in Section 3(B) below have been met.
Buyer must make full payment of the Purchase Price in a lump sum within five (5) calendar days of the Seller’s invoice date. Failure to make timely payment may result in cancellation of the sale and a restocking fee of $250.00 per Container.
Once the Seller’s Container Sales team has received written notification from the Accounting Department confirming the receipt and processing of the Purchase Price in Seller’s bank account, the Seller will provide the Buyer with a Release Confirmation Notice for the purchased Container(s) at the pick-up location(s) where Buyer should take possession of the purchased Container(s).
The Buyer will have ten (10) calendar days from the day after the Seller sends the Release Confirmation Notice to pick up or cause the depot to transfer the Container(s) to the Buyer’s account. Failure to pick up or transfer the Container(s) within this time frame will result in forfeiture of the Container(s) back to the Seller, cancellation of the sale, and a restocking fee of $250.00 per Container.
The Seller reserves the right to cancel its offer for the sale and purchase of any Container before the Buyer has taken possession of the Container.
Storage and Holding
a. If the Buyer is unable to arrange for the immediate pick-up of the Containers inside 10 days, the Buyer shall be responsible for the costs, fees, and liabilities associated with storing and holding the Containers.
b. The Buyer shall take reasonable measures to ensure the security and condition of the Containers during the storage and holding period.
a. The Buyer is strongly advised to obtain appropriate insurance coverage to protect against any potential loss, damage, or liability during the pick-up, transportation, and storage of the Containers. While the Seller strives to ensure the Containers are in the described condition and adequately packaged, unforeseen events or accidents may occur during the handling and transportation process. It is the Buyer's responsibility to assess their specific risk exposure and secure appropriate insurance coverage to mitigate any potential financial losses or liabilities.
b. The Seller shall not be held liable for any loss, damage, or liability incurred during the pick-up, transportation, or storage of the Containers. Once the Containers have been handed over to the Buyer or a designated transportation service provider, the risk of loss or damage transfers to the Buyer. The Seller bears no responsibility for any accidents, mishandling, theft, or other incidents that may occur during the transportation or storage of the Containers. It is the Buyer's responsibility to ensure they have suitable insurance coverage to protect their interests in such circumstances.
c. The Buyer should consult with an insurance professional to determine the appropriate insurance coverage needed for the specific risks associated with the pick-up, transportation, and storage of the Containers. This may include coverage for loss, damage, theft, accidents, or any other potential risks that could occur during these processes. Adequate insurance coverage provides peace of mind and financial protection in case of unforeseen events.
d. The Seller may provide guidance or recommendations regarding insurance providers or policy options, but it is ultimately the Buyer's responsibility to select and obtain insurance coverage that suits their individual needs and risk tolerance. The Buyer should carefully review the terms, conditions, and coverage limits of any insurance policy they choose to secure to ensure it aligns with their requirements.
Inspection and Acceptance:
a. The Buyer shall thoroughly inspect the Containers upon pick-up or delivery to ensure that they conform to the specifications and condition as described in the purchase order or invoice. It is essential for the Buyer to carefully examine the Containers for any visible defects, damages, or inconsistencies with the provided description. This inspection helps to ensure that the Buyer receives the Containers in the expected condition and meets their requirements.
b. Any discrepancies, damages, or concerns regarding the Containers should be promptly reported to the Seller in writing. The Buyer should provide a detailed description of the observed issues, including photographs or any supporting evidence, to facilitate a clear understanding of the problem. Prompt reporting allows the Seller to address the concerns in a timely manner and work towards a satisfactory resolution.
c. It is crucial for the Buyer to report any discrepancies or damages within a reasonable time frame. Failure to do so may result in the presumption that the Buyer has accepted the Containers in their delivered condition. This presumption signifies that the Buyer acknowledges the Containers as being in conformity with the purchase order or invoice and may limit the Buyer's ability to seek remedies or file claims for any subsequent issues discovered.
d. The Seller should respond to the Buyer's concerns promptly and work towards a resolution in good faith. This may involve arranging for further inspection, providing a replacement or refund, or reaching a mutually acceptable agreement between the Buyer and Seller. Open and transparent communication between both parties is essential to resolve any discrepancies or damages effectively.
e. It is important to note that this inspection and acceptance process applies to the physical condition and conformity of the Containers as described in the purchase order or invoice. Other terms and conditions related to payment, shipping, or additional services should be addressed separately as per the agreed terms between the Buyer and Seller.
Export and Import Compliance
a. The Export Import Buyer shall strictly comply with all applicable export and import laws, regulations, and restrictions related to the Containers. It is the Buyer's responsibility to ensure that the purchase, export, and import of the Containers fully comply with the legal requirements of their jurisdiction, as well as the jurisdictions involved in the transaction. This includes compliance with export control laws, trade sanctions, embargoes, customs regulations, and any other relevant regulations or restrictions.
b. The Buyer shall be solely responsible for obtaining any necessary licenses, permits, or authorizations required for the purchase, export, or import of the Containers. This may include export licenses, import permits, or other documentation required by the authorities in the Buyer's jurisdiction or the destination country. The Buyer must ensure that all necessary paperwork is obtained and completed accurately and in a timely manner.
c. The Seller may provide information or documentation related to the Containers that can assist the Buyer in fulfilling their export or import compliance obligations. However, it is ultimately the Buyer's responsibility to verify and ensure compliance with all applicable laws and regulations. The Buyer should consult with legal advisors or relevant government agencies to determine the specific requirements and obtain the necessary guidance regarding export and import compliance.
d. Non-compliance with export and import laws, regulations, or restrictions can result in serious legal consequences, including financial penalties, loss of privileges, or even criminal prosecution. The Buyer acknowledges that any violations or non-compliance related to export or import activities are entirely their responsibility, and the Seller shall not be held liable for any consequences arising from such violations.
e. The Buyer agrees to indemnify and hold the Seller harmless against any claims, damages, penalties, or liabilities resulting from the Buyer's failure to comply with applicable export and import laws, regulations, or restrictions. This indemnification provision underscores the Buyer's commitment to assuming full responsibility for their export and import compliance obligations.
In order to use certain features of the Service, you may be required to create a user account. By creating an account, you agree to the following terms and conditions:
a. Account Creation: To access and utilize specific features of our online auction marketplace, you must create a user account. You will be required to provide accurate and up-to-date information during the registration process. You may also be asked to create a unique username and password to secure your account. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account.
b. Account Security: You acknowledge and agree that you are solely responsible for maintaining the security of your account. You must take appropriate measures to protect your account information and prevent unauthorized access. This includes keeping your username and password confidential, using strong and unique passwords, and promptly notifying us if you suspect any unauthorized use of your account or any other breach of security.
c. Unauthorized Account Activity: You agree to notify us immediately if you become aware of any unauthorized use of your account or any other security breach. Promptly reporting such incidents allows us to take appropriate measures to secure your account and investigate the matter. Until we receive such notification, we will assume that any activity occurring under your account is authorized by you.
d. Account Suspension or Termination: We reserve the right to suspend or terminate your account at any time without prior notice or liability if we have reasonable grounds to believe that you have violated these Terms of Service, engaged in fraudulent activities, or breached any applicable laws or regulations. Account suspension or termination may result in the loss of access to your account, including any associated data or transactions. We also reserve the right to take legal action if necessary.
You agree to use the Service in compliance with all applicable laws and regulations. You will not:
a. Engage in any activity that interferes with or disrupts the Service or its servers;
b. Use the Service to transmit or distribute any harmful, unlawful, or unauthorized content;
c. Attempt to gain unauthorized access to any part of the Service or other user accounts;
d. Impersonate any person or entity or falsely state or otherwise misrepresent yourself or your affiliation with any person or entity;
e. Use the Service for any commercial or unauthorized purpose without our express written consent.
If the Service includes a customer portal, you acknowledge and agree to the following terms:
a. Purpose of the Customer Portal: The customer portal is provided to facilitate communication and interaction between you and us. It serves as a centralized platform where you can access various features and functionalities related to global inventory management, supply and demand visibility, fleet management, equipment history ledger, equipment valuation, container procurement, liquidation of unused assets, depot management, order management, equipment auction, container repositioning and logistics, maintenance and repair management, drayage carrier and tariff management, and customer relations management (CRM).
b. Responsibility for Information Accuracy: You are solely responsible for ensuring the accuracy and completeness of any information or content you provide through the customer portal. It is important to provide reliable and up-to-date data to facilitate efficient and effective operations. You understand that inaccurate or incomplete information may result in delays, errors, or other issues that could affect the overall performance of the platform.
c. Monitoring and Access: We may monitor and access the customer portal for various purposes, including ensuring compliance with these Terms of Service, addressing technical issues, providing support, analyzing usage patterns, and improving the overall user experience. This monitoring and access may involve reviewing user activities, interactions, and content within the customer portal. By using the customer portal, you consent to such monitoring and access.
d. Modification, Suspension, or Termination: We reserve the right to modify, suspend, or terminate the customer portal or any part thereof at any time without prior notice or liability. This may include adding, removing, or changing features and functionalities within the customer portal. We will make reasonable efforts to notify you of any significant changes or disruptions to the customer portal, but we are not obligated to do so. We shall not be held liable for any damages or losses resulting from the modification, suspension, or termination of the customer portal.
If the Service includes an auction feature, you acknowledge and agree to the following terms:
a. Purpose of the Auction Feature: The auction feature allows users to participate in auctions for goods or services offered through the Service. It provides an opportunity for users to bid on items and potentially acquire them at the highest bid price.
b. Responsibility for Auction Participation: You are solely responsible for your participation in any auctions facilitated through the Service. This includes, but is not limited to, placing accurate and binding bids, complying with auction rules and guidelines, and adhering to any specific terms and conditions set by the auctioneer or seller. It is important to carefully review the auction details and fully understand the terms before placing a bid.
c. Availability and Quality of Auctioned Goods or Services: While we strive to maintain a reliable and reputable auction platform, we do not guarantee the availability, quality, or authenticity of goods or services auctioned through the Service. We act as a facilitator for the auction process and do not have direct control over the items or services being auctioned. It is your responsibility to evaluate the goods or services, ask any necessary questions, and assess their suitability before placing a bid.
d. Modification, Suspension, or Termination: We reserve the right to modify, suspend, or terminate the auction feature or any part thereof at any time without prior notice or liability. This may include making changes to the auction rules, bidding mechanisms, or any other aspect of the auction feature. While we will make reasonable efforts to inform you of any significant changes, we are not obligated to do so. We shall not be held liable for any damages or losses resulting from the modification, suspension, or termination of the auction feature.
Intellectual Property Rights
a. Ownership of Intellectual Property: All intellectual property rights in the Service, including but not limited to copyrights, trademarks, patents, trade secrets, and any other proprietary rights, are owned by or licensed to NSC. These intellectual property rights encompass the design, layout, functionality, content, and other components of the Service. The Service may also incorporate third-party intellectual property, which is protected by the respective owners.
b. Restrictions on Use: You acknowledge and agree that you will not, without our prior written consent, reproduce, modify, distribute, publicly display or perform, create derivative works based on, or otherwise use or exploit the Service or any of its content for commercial or non-commercial purposes. This includes copying, scraping, or extracting data from the Service, reverse-engineering or decompiling the underlying software, or engaging in any other unauthorized use that infringes upon our intellectual property rights or those of third parties.
c. Limited License: We grant you a limited, non-exclusive, non-transferable, and revocable license to access and use the Service for its intended purpose, in accordance with these Terms of Service. This license does not grant you any rights to use our intellectual property rights, except as expressly authorized by these Terms.
d. Reporting Intellectual Property Infringements: We respect the intellectual property rights of others and expect our users to do the same. If you believe that any content on the Service infringes upon your intellectual property rights, please promptly notify us in writing and provide the necessary details for us to evaluate and address the alleged infringement.
e. Enforcement of Intellectual Property Rights: We reserve the right to take appropriate legal action to protect our intellectual property rights and to prevent unauthorized use or infringement of the Service. This may include seeking injunctive relief, damages, or any other available legal remedies.
Risk of Loss:
a. Passage of Risk: The risk of loss or damage to the Containers shall pass to the Buyer upon pick-up or delivery, as applicable. Once the Containers are in the possession of the Buyer or the designated carrier, the Buyer assumes responsibility for any potential loss or damage that may occur during transit or thereafter.
b. Buyer's Responsibility: The Buyer shall bear the risk of any loss or damage to the Containers from the time of pick-up or delivery. It is the Buyer's responsibility to ensure that appropriate measures are taken to safeguard the Containers during transportation, storage, or any subsequent handling. This includes complying with industry standards, using proper equipment, and taking necessary precautions to minimize the risk of loss or damage.
c. Insurance Coverage: To mitigate the risk of loss or damage, the Buyer is strongly advised to obtain appropriate insurance coverage that adequately protects against any potential loss, damage, or liability associated with the Containers. Insurance coverage should be in place from the time of pick-up or delivery until the Buyer's intended use or disposition of the Containers.
d. Reporting Loss or Damage: In the event of any loss or damage to the Containers, the Buyer should promptly report the incident to the Seller or the designated party responsible for handling such issues. Timely notification allows for proper documentation, evaluation, and resolution of the loss or damage claim.
e. Limitation of Liability: The Seller's liability for any loss or damage to the Containers shall be governed by the terms and conditions agreed upon in the purchase order or invoice. The Buyer acknowledges that, to the extent permitted by applicable law, the Seller's liability may be limited or excluded, particularly if the loss or damage arises from factors beyond the Seller's control or falls within specified exceptions or limitations outlined in the agreement.
c. Information Security: We take reasonable measures to protect the security of your information and maintain the confidentiality of any data you provide to us. However, please be aware that no method of transmission over the internet or electronic storage is entirely secure. While we strive to use commercially acceptable means to protect your information, we cannot guarantee its absolute security.
Disclaimer of Warranties
a. Service Provided "As-Is": The Service is provided on an "as-is" and "as available" basis, without any warranties of any kind, either express or implied. NSC makes no representations or warranties regarding the accuracy, completeness, reliability, or timeliness of the Service or any content therein. You acknowledge and agree that your use of the Service is at your own risk.
b. No Guarantee of Error-Free or Uninterrupted Service: NSC does not warrant that the Service will be error-free, uninterrupted, or free from defects. While we strive to provide a secure and reliable Service, we cannot guarantee that the Service will be free from errors, viruses, or other harmful components. Any reliance you place on the Service or its content is solely at your own risk.
c. No Endorsement or Warranty of Third-Party Content or Links: NSC does not endorse, warrant, or assume responsibility for any third-party content, products, or services that may be accessible through the Service. We do not guarantee the accuracy, reliability, or quality of any information, materials, or content provided by third parties. Any reliance on such third-party content is at your own discretion and risk.
d. No Warranty of Results or Fitness for a Specific Purpose: NSC does not warrant or guarantee any specific results or outcomes arising from the use of the Service. Furthermore, NSC does not make any warranties or representations regarding the suitability, fitness, or compatibility of the Service for any particular purpose. You acknowledge that any reliance on the Service for specific purposes is done at your own discretion and risk.
Limitation of Liability
a. Exclusion of Certain Damages: In no event shall NSC or its affiliates, directors, officers, employees, agents, or licensors be liable for any indirect, incidental, special, or consequential damages arising out of or in connection with your use of the Service, including, but not limited to, damages for loss of profits, goodwill, data, or other intangible losses, even if NSC has been advised of the possibility of such damages. This limitation applies regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise.
b. Maximum Liability: Our total liability for any claim arising out of or relating to these Terms or the Service will not exceed the amount paid by you, if any, for accessing or using the Service. This limitation of liability applies to all claims, whether based on warranty, contract, tort (including negligence), strict liability, or any other legal theory.
c. Allocation of Risk: You acknowledge and agree that the limitations of liability set forth in this section are reasonable and essential elements of these Terms, and that NSC would not enter into these Terms without such limitations. The allocation of risk reflects the price paid, if any, for access to and use of the Service and the fact that it is not within NSC's control how or for what purposes the Service is used.
d. Applicable Law: Some jurisdictions do not allow the exclusion or limitation of liability for incidental or consequential damages, so the above limitations may not apply to you. In such jurisdictions, NSC's liability is limited to the greatest extent permitted by law.
a. Obligation to Indemnify: You agree to indemnify, defend, and hold harmless NSC, its officers, directors, employees, and agents (collectively referred to as "Indemnified Parties") from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or in connection with your use of the Service, your violation of these Terms, or any act or omission by you that results in a breach of these Terms.
b. Notification: NSC agrees to promptly notify you of any claim subject to indemnification. However, the failure to provide such notification shall not relieve you of your indemnity obligations, except to the extent that the failure to provide timely notice materially prejudices your ability to defend the claim.
c. Control of Defense: NSC reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you. You agree to cooperate fully with NSC in the defense of any such claim. You shall not settle any claim without the prior written consent of NSC, which consent shall not be unreasonably withheld.
d. Mitigation: In the event of any claim or potential claim subject to indemnification hereunder, you shall take all reasonable steps to mitigate any potential damages or losses incurred by the Indemnified Parties.
e. Survival: The indemnification obligations set forth in this section shall survive the termination or expiration of these Terms and your use of the Service.
a. Exclusion of Certain Damages: To the maximum extent permitted by applicable law, NSC, its affiliates, directors, officers, employees, and agents shall not be liable for any indirect, incidental, special, or consequential damages arising out of or in connection with this Agreement, including but not limited to loss of profits, loss of revenue or goodwill, or any other economic loss, even if NSC has been advised of the possibility of such damages.
b. Limitation of Liability: In no event shall NSC's total liability to you under this Agreement exceed the amount paid by you, if any, for accessing or using the Service during the two (2) month period immediately preceding the event giving rise to the claim.
c. No Guarantee of Results: NSC does not guarantee any specific results from the use of the Service. The Service is provided on an "as-is" and "as available" basis, and NSC makes no warranties, express or implied, regarding the Service, including but not limited to its accuracy, reliability, or suitability for any particular purpose.
d. Independent Assessment: You acknowledge and agree that you have independently assessed the risks and benefits of using the Service and that NSC's liability is limited as set forth in this section.
Amendments and Waivers
a. This Agreement may be amended, modified, or supplemented only by a written agreement signed by both Parties.
Modifications to the Terms, Rules and Policies
a. At NSC, we continuously strive to improve and update our services to meet the evolving needs of our users. Therefore, we reserve the right to modify or update these Terms, as well as any associated rules and policies, at any time.
b. We understand the importance of transparency and will make reasonable efforts to provide notice of any material changes to these Terms. Such notice may be given by posting the updated Terms on our website, sending an email notification, or using other reasonable means. We encourage you to review the Terms periodically to stay informed about any updates.
c. By continuing to use the Service after the effective date of the revised Terms, you indicate your acceptance of the modified Terms. If you do not agree with the updated Terms, you should discontinue using the Service. Your continued use of the Service signifies your consent to be bound by the modified Terms.
d. It is your responsibility to regularly review these Terms and any associated rules and policies to ensure compliance with the most recent version. Your failure to review or become aware of any changes does not exempt you from the obligations and responsibilities outlined in the updated Terms.
e. In the event of a conflict between any prior versions of the Terms and the most current version, the provisions of the most recent version shall prevail.
f. We may also introduce new features, functionalities, or services to the Service from time to time. Your use of any new features or services will be subject to these Terms and any additional terms and conditions that may apply.
g. We reserve the right to modify, suspend, or terminate any part of the Service, including features, functionalities, or services, at any time and without prior notice. We shall not be liable to you or any third party for any modification, suspension, or termination of the Service.
Governing Law and Dispute Resolution
These Terms shall be governed by and construed in accordance with the laws of [Jurisdiction]. Any dispute arising out of or relating to these Terms or the Service shall be exclusively resolved by the state or federal courts located in [Jurisdiction], and you hereby consent to the personal jurisdiction and venue of such courts.
a. If the wrong Container is released to the Buyer due to terminal/depot or trucker error, the Buyer assumes full responsibility to return said Container to the Seller. Failure to return the Container may result in the Buyer being invoiced by the Seller for the market value of said Container.
b. Buyer shall ensure that all Seller’s markings, logo, serial numbers, and identity plates are removed and/or erased from the Container(s) as soon as possible after taking possession of the Container(s) and before using it in any manner. Failure to adhere to this requirement may result in immediate termination of this Agreement and the Buyer being prohibited from purchasing Containers from Seller.
c. If a Container remains in the United States, Buyer agrees to domesticate the Container(s) and pay all related costs, fees, taxes, charges, expenses, and/or duties required by Federal, State, or local laws.
a. If a Force Majeure Event prevents a Party from performing under this Agreement, such Party shall not be responsible for such failure for the duration of the Force Majeure Event. The affected Party shall promptly notify the other Party of the Force Majeure Event, but its failure to do so shall not affect its right to assert the Force Majeure provisions of this Agreement.
b. Any additional costs or expenses associated with non-performance due to a Force Majeure Event will be the responsibility of the affected Party. This provision does not apply to the Buyer's obligation to timely pay the Purchase Price to the Seller.
Choice of Law and Forum
a. This Agreement shall be governed and construed in accordance with the laws of Delaware USA
b. The Parties consent to the jurisdiction of the federal court(s) located in Delaware for the resolution of all claims arising under this Agreement. In the event that such court lacks subject matter jurisdiction, suit may be refiled in state court(s) located in Delaware USA.
a. All legal notices shall be in writing and delivered by hand or sent by registered or certified mail, return receipt requested, to the addresses listed above.
b. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the Party against whom such waiver is sought to be enforced.