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www.stockbuz.com
is operated by stockBuz (“stockBuz”). The following Terms of Use
(the “Terms of Use”) apply to www.stockbuz.com website (the “Website”)
and your use of the stockBuz trade service (the “stockBuz Service”)
If you have any questions about these documents, please contact
stockBuz.
1.
stockBuz is only a Venue
a.
Through the
stockBuz Service and Website, stockBuz is providing a
venue for Suppliers to offer Goods for sale at a fixed
price and for Potential Buyers to request or immediately
purchase Goods. A Purchase Contract will be formed between
stockBuz and the Buyer. In a sale Configuration, the Buyer
is the first person whose offer at the Fixed Price was
received by stockBuz. In a request for product configuration,
the Buyer is the person who requested the product, and
the Purchase contract is formed with stockBuz who act
on behalf of Supplier whose Goods the Buyer agrees to
purchase. The terms of the Purchase Contract will be set
forth according to the said conditions stated clearly
in the product description in the site. And the Sale Configuration
or Request for Product Configuration relating to the Goods.
b.
stockBuz will not be
a party to any Purchase Contract and will have no obligations
whatsoever under any Purchase Contract. stockBuz is not
the agent of any Buyer, potential Buyer, Supplier or Potential
Supplier for any purpose.
c.
stockBuz is not responsible
for the quality, safety or legality of Goods offered through
the stockBuz Service, the truth, accuracy, or completeness
of descriptive Information supplied by the Suppliers or
Potential Suppliers, or for the performance of any supplier
or Buyer under a Purchase Contract.
d.
stockBuz is not responsible
for verifying the identity or creditworthiness of, or
conducting any other due diligence with respect to, any
Supplier, Potential Supplier, Buyer, Potential Buyer or
other user of the stockBuz Service.
e.
stockBuz and each of
its Strategic Partners are independent contractors and
not partners or joint ventures. stockBuz will not be responsible
or liable for the actions or omissions of any Strategic
Partners, nor for the performance or non-performance by
a Strategic Partner or obligations owed to any Supplier,
Potential Supplier, Potential Buyer, Buyer, or other third
party.
f.
stockBuz will not be obligated to any
person to restrict or terminate any other person’s usage
of the stockBuz Service and the Website.
2.
Prohibited Items
Items that are inappropriate
for sale through the stockBuz Service include illegal
material, firearms and other weapons, ammunition, pornography,
drugs and controlled substances, drug paraphernalia, prescription
pharmaceuticals, animals, explosives, fireworks, animal
(including human) parts, animal products derived from
endangered species (including ivory and bear parts), hazardous
materials and biological agents. Notwithstanding the foregoing
sentence, the trading of pelts of non-endangered species
is permitted if such activity is otherwise complaint with
applicable law.
3.
User Registration
a.
Only Registered Users
may use the stockBuz Service.
b.
The stockBuz Service
is a business to business service, and the persons not
engaged in business or commerce, along with minors and
other parties who are unable to form contracts, are not
eligible to become Registered Users. No Registered User
may use the stockBuz Service for personal, family, or
household purposes.
c.
Each Registered User
I
will provide User
Information that is accurate and complete when provided;
II
will update its
User Information as necessary to keep it accurate
and complete; and
II
will not impersonate
any other person or entity, operate under an alias
or otherwise conceal its identity, or misrepresent
his or her employment by or affiliation with any
other person or entity.
d.
Each Registered
User is responsible for maintaining the security of its
Registered User name and password, and will immediately
notify stockBuz of any unauthorized use of its Registered
User name or password. Each Registered User is responsible
for any actions taken through use of such registered User’s
name or password.
e.
stockBuz may in
its sole discretion
I
reject any person’s
application to become a Registered User;
II
terminate such
person’s status as a Registered User (whether Supplier,
Potential Supplier, Potential Buyer, Buyer, or more
than one of the above);
III
decline to accept
a Supplier’s Sale Configuration;
IV
decline to accept
a Buyer’s Request for Product Configuration;
V
decline to accept
an Offer submitted by a Potential Buyer;
VI
decline to accept
a Proposal Submitted by a Potential Supplier; or
VII
decline to accept
a Counterproposal Submitted by a Buyer in response
to a Proposal. stockBuz will give written or email
notice of such action to such person.
4.
Sales configuration
a.
Suppliers may from time
to time Submit sale Configuration to stockBuz. Each Sale
Configuration will specify certain terms of sale, such
as the quantity and the Fixed Price, and will also contain
Descriptive Information related to the Goods.
b.
Once stockBuz has accepted
a Sale Configuration, it will be posted on the Website.
c.
stockBuz reserves the
right to arrange for a sale of Goods at the Fixed Price,
without posting the Sale Configuration and putting the
goods up for sale.
d.
Supplier is exclusively
responsible for the content of Sale Configurations Submitted
by it, including the accuracy and completeness of the
Descriptive Information contained therein. Supplier will
list Goods in their appropriate international trade category.
e.
Supplier’s Submission
of a Sale Configuration represents an offer to sell the
Goods at the Fixed Price (assuming that stockBuz has not
sold the Goods at the Fixed Price prior to the sale).
The preceding sentence notwithstanding, Supplier may at
any time until a Potential Buyer Submits an offer at the
Fixed Price elect to terminate the sale of Goods and withdraw
the Goods from sale. Supplier will promptly notify stockBuz
of its decision to terminate the sale. Supplier acknowledges
that stockBuz may terminate a Supplier’s registration
as a Supplier in the event such Supplier terminates on
or more sales without good reason. If, prior to receiving
an offer for the Goods at the Fixed Price from a Potential
Buyer, stockBuz has not received email, fax or other written
notice that Supplier has elected to terminate the sale,
a Purchase Contract will be formed between Supplier and
the Potential Buyer whose Offer is first received by stockBuz
(who at that time becomes the Buyer).
f.
stockBuz is not responsible
for the content contained in a Sale Configuration. stockBuz
will owe to no person a duty of diligence or due care
to verify or substantiate such content, including without
limitation descriptive Information.
g.
stockBuz may without
prior notice to Supplier or any Potential Buyer recategorize,
reject, or delete Sale Configurations, or edit or delete
Descriptive Information that stockBuz, in the exercise
of its sole discretion, deems inappropriate, objectionable,
scandalous, obscene, or otherwise objectionable. Notwithstanding
the foregoing sentence, stockBuz will owe no affirmative
obligation or duty of diligence or due care to any Registered
User or any other person with respect to the rejection
or deletion of Sale Configurations or the alteration or
augmentation of Descriptive Information or other content
included therein.
h.
Each Supplier and Potential
Supplier grants to stockBuz a non-exclusive, worldwide,
revocable, royalty-free right to use, publish, display
and sublicense (through multiple tiers) the matter contained
in Sale Configuration Submitted by such Supplier or Potential
Supplier, including without limitation Descriptive Information
contained therein.
5.
Request for Product Configuration
a.
Buyers may time to time
Submit Request for Product Configurations to stockBuz.
Each request for Product Configuration will specify certain
terms of sale, such as quantity, requested price, etc.,
will contain a description of the Goods sought, and will
set forth the time period during which Proposals will
be considered.
b.
Once stockBuz has accepted
a request for Product Configuration, it will be posted
on the Website.
c.
stockBuz reserves the
right to arrange for a sale of Goods o terms acceptable
to Buyer, without posting the request for Product Configuration.
d.
Buyer is exclusively
responsible for the content of Request for Product Configurations
Submitted by it, and for the content of any Counterproposal
it submits in response to a Proposal from a Potential
Supplier.
e.
Buyer’s Submission of
a Request for Product Configuration represents a request
that Potential Suppliers Submit Proposals for the Sale
of the Goods to Buyer during such time period as is set
forth in the Request for Product Configuration. The preceding
sentence notwithstanding, Buyer may at any time elect
to accept a Proposal and withdraw the Request for Product
Configuration.
f.
stockBuz is not responsible
for the content contained in a Request for Product Configuration
or a Counterproposal, stockBuz will owe to no person a
duty of diligence or due care to verify or substantiate
such content.
g.
stockBuz may without
prior notice to Buyer or any Potential Supplier recategorize,
reject, or delete Request for Product Configurations or
Counterproposals, or edit or delete Descriptive Information
that stockBuz, in the exercise of its sole discretion,
deems inappropriate, objectionable, scandalous, obscene,
or otherwise objectionable. Notwithstanding the foregoing
sentence, stockBuz will owe no affirmative obligation
or duty of diligence or due care to any Registered User
or any other person with respect to the alteration or
augmentation of Descriptive Information or other content
included therein.
h.
Each Buyer grants to
stockBuz a non-exclusive, worldwide, revocable, royalty-free
right to use, publish, display and sublicense (through
multiple tiers) the matter contained in a Request for
Product Configuration or Counterproposal Submitted by
such Buyer, including without limitation Descriptive Information
contained therein.
6.
Representations and Warranties of Suppliers
and Potential Suppliers
a.
Each supplier and Potential
Supplier represent and warrants, for the benefit of stockBuz
and each Potential Buyer, Buyer or other Registered User,
that neither the Goods described in a Sale Configuration
or Proposal Submitted by it (as the case may be), the
offering, sale, use or delivery thereof, nor the Descriptive
Information contained in the Sale Configuration or Proposal:
1.
Will infringe any
third party’s copyright, patent, trademark, trade
secret, or other proprietary rights;
2.
Will violate any
law, statute, regulation, ordinance, order, directive,
decree, or other legal process of the country of
which Supplier or Potential Supplier is a resident
or the country of origin of the Goods (including
without limitation those governing export control,
consumer protection, unfair competition, discrimination,
false advertising, transportation of hazardous material,
or use of pesticides);
3.
Will be defamatory,
libelous, or unlawfully threatening or harassing,
and/or violate any third party’s rights to publicity
or privacy;
b.
Each Supplier and Potential
Supplier further represents and warrants, for the benefit
of stockBuz and each Potential Buyer, Buyer or other Registered
User, that
1.
the Descriptive
Information contained in Supplier’s or Potential
Supplier’s Sale Configuration or Proposal, as the
case may be, is and will be a complete and accurate
description in all material respects of the Goods
referred to therein;
2.
the Goods referred
to in the Sale Configuration or Proposal are not
counterfeit or stolen;
3.
Supplier or Potential
Supplier, as the case may be, has good and marketable
legal title to the goods, free and clear of any
lien, security interest, leasehold interest, co-ownership
interest or any other type of encumbrance or interest
of any other person or entity; and
4.
Supplier or Potential
Supplier, as the case may be, has authority to list
the Goods for sale through the stockBuz Service
and to sell the Goods, consistent with applicable
law.
7.
Submitting Offers; Submitting Proposals
a.
Submitting Offers:
1.
Registered Users
who have registered as Buyers may in good faith
Submit an Offer to purchase Goods listed in a Sale
Configuration. Each Offer represents an offer by
the Potential Buyer to buy the Goods at the price
stated in the Offer stated in the Sale Configuration
with respect to such Goods. An Offer will be irrevocable
for three business days after made. However, if
during the post-trade confirmation process it becomes
apparent that the quantity of goods actually offered
differs by more than 10% from the quantity described
in the Sale Configuration, the Buyer may withdraw
its Offer by giving prompt e-mail or fax notice
to stockBuz.
2.
stockBuz reserves
the right to cancel any Offer that stockBuz determines,
in its sole discretion, (i) to be made not in good
faith; or (ii) to be made not in accordance with
applicable law.
3.
The Potential Buyer
whose Offer at the Fixed Price is the first offer
received by stockBuz will promptly arrange for the
issuance a transferable letter of credit or T/T
Payment through one of the certified Commercial
Banks. The transferable letter of credit will be
in the form approved by stockBuz for use in the
connection with the stockBuz Service, and will provide
for the payment of Product Price, fees of stockBuz
and the applicable Strategic Partners.
8.
Representations and Warranties of Buyers
and Potential Buyers
a.
Each Buyer and Potential
Buyer represents and warrants, for the benefit of stockBuz
and each Supplier and Registered User, that:
I
it has actual authority
to Submit a Request for Product, Counterproposal,
or an Offer, as the case may be, and to enter into
a Purchase Contract with respect to such Request
of Product, Counterproposal, or Offer;
II
it has the intention
and ability to perform under the terms of any Offer
it Submits,
III
it has the intention
and the ability to perform under the terms of any
Purchase Contract that results from acceptance of
any Offer by a Supplier of from its acceptance of
a Proposal Submitted in response to a Request for
Product or Counterproposal; and
IV
the purchase of
the Goods by such Potential Buyer is not illegal
or subject to embargo or sanctions in either the
country where the Potential Buyer is located or
in the country to which the Goods will be shipped.
b.
Each Buyer further represents
and warrants, for the benefit of stockBuz and each Potential
Supplier, Supplier or other Registered User, nothing contained
in a Request for Product Configuration or Counterproposal
Submitted by it (as the case may be) will infringe any
third party’s copyright or other proprietary rights, or
will be defamatory, libelous, or unlawfully threatening
or harassing, and/or violate any third party’s rights
of publicity or privacy;
9.
Conduct of Sales and Request for Product.
a.
Sales will be conducted
in accordance with the stockBuz’s Sales Policy.
b.
Requests for Product
will be conducted in accordance with the stockBuz’s Sales
Policy
10.
License to Use the Website and stockBuz
Service.
a.
stockBuz hereby grants
to each Registered User a revocable, nontransferable,
non-exclusive license to use the stockBuz Service and
the Website solely for such Registered User’s internal
purposes and pursuant to these Terms of Use and the Privacy
Policy
b.
Each Registered User
agrees not to copy (except as necessary to use the stockBuz
Service for Registered User’s own internal purposes),
republish, retransmit, or otherwise distribute the pages
comprising the Website, the content contained therein,
or any component thereof.
c.
Each Registered User
will be responsible for acquiring at its own cost all
communication lines and services and all equipment and
technology necessary for such Registered User to access
and use the stockBuz Service and the Website.
d.
All intellectual property
rights pertaining to the stockBuz Service or the Website
(including without limitation copyrights, trademarks,
service marks, patent rights, and trade secret rights)
are owned or licensed by stockBuz. No Registered User
will acquire any right therein in connection with its
use of the Website and the stockBuz Service.
11.
Linking, Framing, Bots, and Spiders.
a.
The Website may from
time to time display links to websites sponsored by third
parties. stockBuz is not responsible for the content or
operation of the third party sites, and the presence of
such links does not imply that stockBuz endorses such
sites or third party sponsors.
b.
Parties other than stockBuz
are authorized to include active links on websites they
control directing a browser to the stockBuz Website’s
“home page”; provided, however, that any use of stockBuz’s
trademarks in such links will be subject to stockBuz’s
policies regarding trademark usage. stockBuz does not
authorize “deep linking” to interior pages on the stockBuz
Website. The stockBuz Website may not be linked to in
such a way that the pages of the Website are displayed
within a frame, or are otherwise displayed on a browser
screen accompanied by advertising or other content not
found on the Website. No links to the stockBuz Website
will imply an endorsement, agency, joint venture, or similar
relationship between stockBuz and Registered User or any
other party.
c.
No Registered User or
other third party is authorized to use bots, spiders,
or other automated information-gathering devices or programming
routines to “mine” Trade Configurations displayed on the
Website, or all or any part of the information provided
in such Trade Configurations, for display on a website
or service not operated by stockBuz.
12.
Trademarks
stockbuz.com and the logos thereof are
trademarks or service marks of stockBuz International
Co., Ltd. No display or use of such marks may be made
without the express written permission of stockBuz International
Co., Ltd.
13.
Fees
a.
Each Registered User
will pay stockBuz an annual Membership Fee. The Membership
Fee will be invoiced to the Potential Supplier upon Registration.
Payment is due within thirty (30) days after the invoice
date, and late payment will result in termination of the
Potential Supplier’s access to the stockBuz Service and
Website. Membership Fees are not refundable upon termination
of membership.
b.
With respect to each
Deal completion with the Potential Buyer, Supplier shall
not have to pay stockBuz for any commission or additional
fee after the sale.
c.
Supplier will be paid
directly by stockBuz at the final Price Configuration
submitted to stockBuz prior the deal completion. The payment
term must be subject to stockBuz’s Payment Policy.
d.
Supplier authorizes stockBuz
to collect all fees in U.S.Dollars or apply to the local
currency as per prior agreement of both parties.
14.
Registered User Conduct. A Registered
User will not:
a.
During its use of the
Website or the stockBuz Service engage in conduct that
is defamatory, libelous, threatening or harassing, or
conduct that violates any third party’s rights of publicity
of privacy;
b.
Upload, post, publish,
transmit, reproduce or distribute through the Website
or the stockBuz Service any material or information that
infringes any third party’s copyright, patent, trademark,
trade secret or other proprietary rights;
c.
Interfere with or disrupt
the use of the stockBuz Service by any other Registered
User, including uploading, posting, or transmitting any
material that
I
contains viruses,
Trojan horses, worms, time bombs, cancelbots, or
other computer programming routines that damage,
interfere with, capture, intercept, or expropriate
the stockBuz Service or the Website or any data
contained therein; or
II
disproportionately
burdens the stockBuz Service, Website, or other
Registered Users’ computer system;
d.
Upload, post, publish,
transmit or distribute through the Website or the stockBuz
Service any unauthorized or unsolicited advertising, solicitations,
bulk e-mails or spam, chain letters, pyramid schemes,
investment opportunities, or offers for the sale of services
or goods (except as may be permitted by the use of the
stockBuz Service as provided for herein);
e.
Use the stockBuz service
or Website to gain unauthorized entry or access to other
computer systems or networks; or f. Mirror the Website
or any of its content on another server.
15.
Termination.
In its sole and absolute
discretion, stockBuz may, with or without notice, restrict
or terminate any person’s use of the stockBuz Service
and the Website. Any termination of this Agreement will
not relieve any person of obligations incurred prior to
the effective date of such termination.
16.
Price Manipulation/Bid Rigging:
Collusion between Registered
Users, or any form of price manipulation is strictly prohibited.
Supplier will not directly or indirectly place or cause
to be placed bids on Supplier’s own Goods, or otherwise
attempt to manipulate the market with respect to the trade
of its Goods.
17.
Taxes:
Supplier, and not stockBuz
is responsible for calculating, paying, reporting, colleting,
and remitting sales, use, or other transactional taxes
that may be assessed, due or owing to taxing authorities
with respect to sales of Goods. Supplier will defend,
indemnify, and hold stockBuz harmless from and against
and taxes, and penalties and interest relating to such
taxes, assessed against stockBuz with respect to the sales
of Supplier’s Goods.
18.
Indemnification.
a.
Each Potential Supplier, Supplier, Potential
Buyer, Buyer or other Registered User agrees to indemnify
and hold stockBuz and its officers, employees, and agents
harmless from and against any claim, loss, damage, liability,
judgment, fee or expense (including without limitation
reasonable attorney’s fees and other costs of defense)
arising from or relating to
I
(if a Potential
Supplier or Supplier) the Descriptive Information
and other content of such Supplier’s Sale Configuration
or such Potential Supplier’s Proposal, as the case
may be, and any modification thereof, including
without limitation the accuracy and completeness
of the Descriptive Information included therein;
II
(if a Buyer) injuries
to persons or property that relate to Goods purchased
by Buyer, or the transportation, installation, or
use thereof, and that occur after transfer of title
to the Goods to Buyer; and
III
(if a Buyer) injuries
to persons or property that relate to Goods purchased
by Buyer, or the transportation, installation, or
use thereof, and that occur after transfer of title
to the Goods to Buyer; and
b.
In any proceeding as to which a right
of indemnification exists, stockBuz will be entitled to
be presented by counsel of its choosing, and will be entitled
to settle any such action on commercially reasonable terms
without obtaining the consent of the indemnifying party.
19.
Disclaimer of Warranties.
THE WEBSITE AND
THE STOCKBUZ SERVICES IS MADE AVAILABLE ON AN “AS IS”
AND “AS AVAILABLE” BASIS. STOCKBUZ DOES NOT WARRANT THAT
THE STOCKBUZ SERVICE OR THE WEBSITE WILL BE TIMELY, SECURE,
UNINTERRUPTED, OR ERROR FREE, OR THAT DEFECTS IN THE STOCKBUZ
SERVICE OR THE WEBSITE, IF ANY EXIST FROM TIME TO TIME,
WILL BE CORRECTED. STOCKBUZ DOES NOT GUARANTEETHAT ANY
PARTICULAR GOODS WILL BE SOLD THROUGH AN AUCTION CONFIGURATION,
SALE CONFIGURATION OR REQUEST FOR PRODUCT CONFIGURATION.
STOCKBUZ MAKES NO WARRANTY REGARDING ANY GOODS SOLD THROUGH
THE STOCKBUZ SERVICE. STOCKBUZ MAKES NO EXPRESS OR IMPLIED
WARRANTIES WITH RESPECT TO THE WEBSITE OR THE STOCKBUZ
SERVICE, INCLUDING WITHOUT LIMITATION WARRANTIES OR MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE OR NONONFRINGEMENT.
No stockBuz employee or agent is authorized to create
any warranty not expressly made herein.
20.
Limitation of Liability.
IN
NO EVENT WILL STOCKBUZ OR ANY OF ITS OFFICERS, EMPLOYEES,
OR AGENTS BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTIAL,
SPECIAL, OR PUNITIVE DAMAGES (INCLUDING WITHOUT LIMITATION
DAMAGES RESULTING FROM LOST PROFITS, LOST GOODWILL, OR
COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES)
ARISING OUT OR IN CONNECTION WITH THE STOCKBUZ SERVICE
OR THE WEBSITE, IN NO EVENT WILL THE LIABILITY OF STOCKBUZ
OR ITS OFFICERS, EMPLOYEES, OR AGENTS UNDER ANY THEORY
OF LIABILITY (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE),
STRICT LIABILITY, OR OTHERWISE) TO ANY PERSON EXCEED THE
GREATER OF
I
THE
AMOUNT OF MEMBERSHIP FEE SUCH PERSON HAS PAID STOCKBUZ
PURSUANT TO THIS DOCUMENT IN THE 12 MONTHS PRIOR
TO THE ACTION GIVING RISE TO LIABILITY, AND
II
$100.
21.
Release.
Each Registered User
hereby releases and holds harmless stockBuz and its officers,
employees, and agents from and against any claims, demands,
and damages or every kind and nature, known and unknown,
suspected or unsuspected, disclosed and undisclosed, arising
out of or in any way connected with the actions or omissions
to act of any other Registered User or other user of the
stockBuz service, the accuracy and completeness of the
Descriptive Information, and the performance or non-performance
of any party under a Purchase Contract. Each Registered
User waives the provision of any state law limiting or
prohibiting a general release. If a Registered User is
a California resident, such Registered User expressly
waives the benefit of California Civil Code 1542, which
provides: “A general release does not extend to claims
which the creditor does not know or suspect to exist in
his favor at the time of executing the release, which
if known by him must have materially affected his settlement
with the debtor.
22.
Arbitration.
Any controversy or claim
involving stockBuz and a Registered User that arises out
of or is related to these Terms of Use, the stockBuz Market
Rules, or any Registered User’s use of the Website or
the stockBuz Service will be subject to binding arbitration
conducted in accordance with the commercial with the commercial
arbitration rules of The Thai Arbitration Association.
Any such controversy, or claim shall be arbitrated on
an individual basis, and shall not be consolidated in
any arbitration with any claim or controversy of any other
party. The arbitration will be conducted in Bangkok, Thailand
before a single arbitrator. If the parties cannot agree
upon an arbitrator within ten business days of the commencement
of the arbitration proceeding, the arbitrator will be
selected pursuant to the Thai Arbitration Association’s
commercial arbitration rules. Any state or federal court
of competent jurisdiction located in the State of Bangkok
Metropolis may enter judgment on the arbitration award.
The foregoing notwithstanding, any person may seek interim
or permanent injunctive or other equitable relief from
any state or federal court of competent jurisdiction located
in the State of Bangkok Metropolis, if such relief is
necessary to protect the intellectual property rights
of such person pending completion of the arbitration.
23.
Notices.
Except as otherwise
expressly provided in these Term of Use, notice shall
be given as follow:
To stockBuz: By e-mail
to info@stockbuz.com, by registered mail with return
receipt requested, to stockBuz, Ocean Tower II, 33rd
Floor, 75/84-85 Sukhumvit 19, Klongtoey, Bangkok 10110,
Thailand, or by fax to (662) 6616497-8.
To a Registered User:
By e-mail to the e-mail address provided by the Registered
User or, at stockBuz’s option, by first class mail,
postage prepaid, or registered mail with return receipt
requested, to the physical address provided by the
Registered User. The Registered User will initially
provide this address during the registration process,
and will update such address so that it is accurate
at all times.
Notices by e-mail or
fax shall be deemed effective on the day an e-mail or
fax is sent; provided, however, that if the party giving
notice knows or should have known that the e-mail or
fax was not received by the intended recipient, notice
will be effective upon the earlier of (1) actual receipt
by such recipient, or (2) three days after the date
of mailing of the notice by certified mail, return receipt
requested. Notices by certified mail or by first class
mail shall be deemed effective three days after the
date of mailing.
24.
General.
a.
No Agency. The relationship
between Registered Users, Potential Suppliers, Suppliers,
Potential Buyers and Buyers, on the one hand, and stockBuz
on the other hand, is that of independent contractors.
The parties do not intend to create any relationship of
agency, partnership, joint venture, employee-employer,
dealership, or franchiser-franchisee, and no such relationship
is created by this document.
b.
Compliance with Laws.
All Registered Users, Potential Suppliers, Suppliers,
Potential Buyers and Buyers will comply with all applicable
laws, statutes, ordinances, and regulations regarding
use of the stockBuz’s Service. Suppliers will be responsible
for compliance with export laws and regulations, and for
securing all applicable export licenses required to export
Goods.
c.
Governing Law. This contract
will be governed by the Uniform Commercial Code as adopted
in the State of Bangkok Metropolis, Thailand, and by the
other internal laws of the State of Bangkok Metropolis.
Unless otherwise agreed between the parties, a Purchase
Contract will not be governed by the United Nations Convention
on Contracts for the International Sale of Goods.
d.
Sever ability. If any
provision of these Term of Use is held by a court of competent
jurisdiction to be invalid or unenforceable, such provision
shall be reformed only to the extent required to render
it valid and enforceable, and the remainder of these Terms
of Use shall continue in full force and effect.
e.
Waiver. Any waiver by
stockBuz of the performance or satisfaction of any provision
hereof will not be considered to be a waiver of any other
similar or dissimilar covenant or condition hereunder,
nor will it be considered a continuing waiver of the same
provision in the future.
f.
Entire Agreement. These
Terms of Use, together with the stockBuz Rules state the
entire agreement between stockBuz and its Registered Users,
and all prior and contemporaneous agreements and understandings
are merged herein and superseded hereby. These Terms of
Use may not be amended except by stockBuz as provided
herein.
25.
Definitions.
a.
A “Buyer” is a Potential
Buyer, who,
I
in the case of
a Sale Configuration Submits the First Offer at
the Fixed Price that is received by stockBuz, and
II
in the case of
a Request for Product configuration, requests that
Suppliers Submit offers for the sale of certain
Goods.
b.
“Commission” means the
fee payable by the Supplier pursuant in connection with
the sale of Goods.
c.
“Counterproposal” means
the response sent by a Buyer to Potential Supplier in
order to negotiate further the terms of a Proposal.
d.
“Descriptive Information”
means text, photographic, graphical, and other descriptive
material Submitted by Supplier describing or relating
to Goods. “Descriptive Information” includes, without
limitation,
I
specifications,
dimensions, number, make model, location, and condition
rating;
II
information concerning
the condition of Goods;
III
information regarding
applicable manufacturer warranties;
IV
information regarding
authenticity of the Goods; and
V
any other representation
or warranty with regard to the Goods, whether made
in the Trade Configuration or outside the context
of the Trade Configuration.
e.
“Fixed Price” means the
price specified by the Supplier for sale of Goods in a
Sale Configuration.
f.
“Goods” means goods listed
by a Supplier for sale through the stockBuz Service or
requested by a Buyer for sale through the stockBuz Service.
Gods may be listed either as individual items or as a
lot.
g.
“Fixed Price” means the
price specified by the Supplier for sale of Goods in a
Sale Configuration.
h.
“Goods” means goods listed
by a Supplier for sale through the stockBuz Service or
requested by a Buyer for sale through the stockBuz Service.
Gods may be listed either as individual items or as a
lot.
i.
“Membership Fee” means
the fee payable by the Supplier pursuant upon registration
as a Supplier and annually thereafter.
j.
“Offer” means an offer
to purchase Goods through the stockBuz service for a fixed
price that is Submitted by a Potential Buyer in response
to s Sale Configuration. All Offers are subject to the
stockBuz Rules and Settlement Procedures.
k.
A “Potential Buyer” is
a Registered User who has registered with stockBuz as
a Buyer.
l.
A “Potential Supplier”
is a Registered User who has registered with stockBuz
as a upplier.
m.
“Price” means the price
specified by the Supplier for sale of Goods in a Sale
Configuration.
n.
“Strategic Partner” means
third party service providers who offer services through
the stockBuz Service. Services provided include customs
brokerage, escrow, transportation, inspection, and a letter
of credit and other financial services.
o
“Proposal” means an offer
to sell Goods through the stockBuz Service, at the price
and on the terms stated in such offer, that is Submitted
by a Potential Supplier in response to a Request for Product
Configuration. All Proposals are subject to the stockBuz
Rules.
p.
“Purchase contract” means
the contract that is formed between Supplier and Buyer
to purchase and sell the Goods offered through a Trade
Configuration.
q.
“Registered User” means
a person who has accepted these Terms of Use and the stockBuz
Rules through completing stockBuz’s registration process,
and who has received an e-mail or other written notice
from stockBuz confirming the user’s registered status.
A “Registered User” may be a Potential Supplier, a Supplier,
a Potential Buyer and/or a Buyer.
r.
“Request for Purchase
Configuration” is the form Submitted by a Buyer that constitutes
the Buyer’s request for Suppliers to Submit offers to
sell the described Goods according to the terms set forth
therein.
s.
“Sale Configuration”
is the form Submitted by a Supplier that constitutes the
Supplier’s offer to sell the described Goods for a Fixed
Price.
t.
“Submit” means to provide
stockBuz with any data, including without limitation any
registration information or Trade Configuration data,
whether by means of the Internet, telephone, fax, or otherwise.
A “Submission” means the act of Submitting any such data.
u.
A “Supplier” means a
Potential Supplier who
I
in the case of
a Sale Configuration, offers to sell Goods or
II
in the case of
a Request for Product Configuration, is the Potential
supplier whose offer to sell Goods is accepted by
the Buyer.
v.
“Trade Configuration”
means a sale Configuration, Request for Product Configuration
or a Proposal. u. “User Information” means all information
Submitted by a Registered User in connection with the
registration process and in connection with its use of
the stockBuz Service. “User Information” includes, without
limitation, information identifying the Registered User.
