Last Update 8 August 2018
Any person or entity who wishes to buy or sell goods in the Requis Marketplace (“Site”) must accept these terms and conditions, without change.
By registering for and using or accessing the Site, services, applications and tools (collectively the “Services”), you (interchangeably, "You," "Seller", or “Buyer” as applicable) agree to be bound by the terms and conditions in these Terms of Service and the general terms, conditions set forth on the Site, including but not limited to those set forth in the Privacy and Security Policy (collectively, the "Agreement"). The legal entity you are contracting with when you create an account is R6 Technologies LLC doing business as Requis (“Requis”). Requis reserves the right to change any of the terms and conditions contained in the Agreement or any policies or guidelines governing the Services, at any time and in its sole discretion. Any changes will be effective upon posting of the revisions on the Site. You are responsible for reviewing the notice and any applicable changes. Changes to referenced policies and guidelines may be posted without notice to you. You can review the most current version of this Agreement at any time at https://supplychain.requis.com/terms_of_service . Your continued use of the site and services following Requis’ posting of any changes will constitute your acceptance of such changes or modifications. If you do not agree to any changes to this agreement, do not continue to use the site or services.
The Site contains copyrighted material, trademarks and other proprietary information, including, but not limited to, text, software, photos, video, graphics, music and sound, and the contents of the Site are subject to Requis’ intellectual property rights and you may not use such intellectual property without our prior written consent.
Prior to using the Services, you must complete the registration process. Use of the Services is limited to parties that lawfully can enter into and form contracts under applicable law. Without limiting the generality of the foregoing, minors may not use the Services. By registering for and using the Services, you represent to Requis that you are not a minor, are at least over the age of eighteen (18) and may otherwise enter into and form binding contracts under applicable law. In addition to this, any individual user who is an undischarged bankrupt or under legal incapacity, or any company that is insolvent or under external administration, is not permitted to become a user on Requis, use the Site, sell, bid on or purchase any item. In the event a person or entity falling within any of these restrictions manages to be the winning bidder on an item, the sale will either be voidable or enforceable at the discretion of Requis.
The Site provides a platform for buyers (individually, a "Buyer," or collectively the "Buyers") and sellers (individually, a "Seller," or collectively the "Sellers") to sell and buy Assets (“Assets” means all products, equipment, parts, commodities and materials available for purchase on the Site) Requis is neither the buyer nor the seller of the Assets, but rather acts as an intermediary between the Buyer and Seller, providing a marketplace service for the same. By listing Assets on the Site, the Seller agrees to sell the Assets to a Buyer in accordance with the terms below. Unless otherwise agreed with Requis, Seller shall sell, convey, transfer, assign, and deliver to the Buyer, and Buyer shall purchase from the Seller, free and clear of all liens, mortgages, pledges, easements, conditional sale or other title retention agreements, defects in title, covenants or other restrictions of any kind ("Encumbrances"), Assets posted on the Site as available for sale. The contract for sale is directly between the Seller and Buyer.
Requis is not a party to the actual transaction between Buyers and Sellers in the Requis Marketplace and Requis does not take legal ownership of Assets. Requis has no control over and does not guarantee the quality, safety or legality of Assets advertised, the truth or accuracy of a Seller's content or listings, the ability of a Seller to sell Assets, the ability of a Buyer to pay for Assets, or that a Buyer or Seller will actually complete a transaction.
The Site and Services allow Sellers to make Assets available to be sold to Buyers. Requis will make the Assets available for bidding to Buyers, collect the purchase price form the winning Buyer and will pay the Seller the proceeds of the sale (less applicable fees).
Fees are set at 12.5% of the sale price unless otherwise negotiated with Requis. The fee is to be paid during the payment process and will be taken out of the payment from buyer to seller such that the seller only receives 87.5% of the sale price.
Concierge service fees are negotiated during the Requis introductory adoption phase with new customers looking to Buy on Requis without negotiating sale fees.
Option 1 (Preferred): Requis proposes a “Pay when paid” invoicing system with the following steps after the Buyer and the Seller agree on sale price and all terms:
Option 2: Requis proposes a dual invoicing system with the following steps after the Buyer and the Seller agree on sale price and all terms:
Option 3 (Require approval): Requis proposes a Seller controlled invoicing system with the following steps after the Buyer and the Seller agree on sale price and all terms:
When a Seller lists Assets for sale, the listing will be posted on the Site and can be viewed by other users of the Services (“Users”).
Each time the Seller desires to use the Services for the sale of Assets, the Seller shall complete an online form (the Asset record) (available through the Site). This form may be generated through different systems and it is up to the seller to ensure that all asset records are relevant.
In connection with submitting an Asset Record and by making any Asset available for sale via the Service, a Seller represents, warrants, covenants and agrees that (a) the Seller owns all title to the Assets free and clear of all Encumbrances, and has all necessary permissions, releases, rights or licenses to make the Assets available for sale (and allow Requis to perform its obligations)through the Service; (b) the Seller will provide a complete and accurate list and description of all Assets (including the condition thereof), (c) the Seller will make all Assets available for pick up/collection by Buyer (or Buyer’s representative including shipping agency) and Inspection Services as required , (d) all Assets are functional and have not been materially damaged unless explicitly noted in the condition in the Asset Record; and (e) (1) all Assets are complete and do not contain any missing parts; or (2) to the extent any Asset is incomplete, the Seller will provide an accurate description of how it is incomplete (e.g., which parts are missing).
In the event a Seller desires to modify the Services (as identified in the Asset Record), the Seller shall notify Requis and request a change order. Any such changes shall be subject to agreement by Requis, and may include additional fees or charges owed by the Seller. Once the bidding process has begun with respect to the Assets, no further changes are permitted
Various services to be performed in connection with the Services offered are provided by third-party providers engaged by Requis, including logistic providers, inspection services, data center operators and after-market services providers/auditors (“Third Party Providers”). Except for written warranties provided by such Third Party Providers in connection with the description of the Assets, the services provided by the Third Party Providers is on an as is basis.
Requis has no control over and does not guarantee the quality, safety or legality of Assets advertised, the truth or accuracy of a Seller's content or listings, the ability of a Seller to sell Assets, the ability of a Buyer to pay for Assets, or that a Buyer or Seller will actually complete a transaction. To the extent that the sale of Assets by Requis is advertised or specified as to be subject to a refurbishment warranty or manufacturer's warranty (collectively, "New Warranty"), then the Assets will be subject to the New Warranty, but Requis shall not be responsible for the terms of the New Warranty or for any payments thereunder, which shall be an undertaking between the Buyer and the issuer of the New Warranty.
You may use the Services only for lawful purposes. All rights, title and interest in and to the Services will remain with and belong exclusively to Requis. You shall not (a) sublicense, resell, rent, lease, transfer, assign, time share or otherwise commercially exploit or make the Services available to any third party; (b) use the Services in any unlawful manner (including without limitation in violation of any data, privacy or export control laws) or in any manner that interferes with or disrupts the integrity or performance of the Services, or (c) modify, adapt or hack the Services to, or otherwise attempt to gain unauthorized access to the Services or its related systems or networks. You shall comply with any codes of conduct, policies or other notices Requis provides You or publishes in connection with the Services, and You shall promptly notify Requis if you learn of a security breach related to the Services.
You may terminate your account at any time in accordance with the procedures set forth on the Site. Requis reserves the right to (i) modify or discontinue, temporarily or permanently, the Services (or any part thereof) and (ii) refuse any and all current and future use of the Services, suspend or terminate your account (any part thereof) or use of the Services if Requis believes that you have violated this Agreement. Requis shall not be liable to you or any third party for any modification, suspension or discontinuation of the Services. Requis will use good faith efforts to contact you to warn you prior to suspension or termination of your account. All accrued rights to payment and this Agreement shall survive termination of your account. In the event your account is terminated, Requis will arrange for any Asset a Seller has pending for sale to be either returned to the Seller or permit the sale to be completed and pay the Seller proceeds thereof as contemplated by this Agreement.
Requis retains the right, but does not have the obligation, to immediately halt any sale, prevent or restrict access to the Services or take any other action, including but not limited to canceling any affected orders, in case of technical problems; objectionable material; inaccurate listings; typographical errors in a price or listings; inappropriately categorized items; product inaccuracies; unlawful items; procedures, or actions otherwise prohibited by the procedures and guidelines contained on the Site or for any other reason in the sole and absolute discretion of Requis, and to correct any inaccurate listing, product inaccuracies, inappropriately categorized items or technical problems on the Site.
Your password may be used only to access the Services, electronically sign your transactions and review your completed transactions. You are solely responsible for maintaining the security of your password. You may not disclose your password to any third-party (other than third parties authorized by you to use your account) and are solely responsible for any use of or action taken under your password on this Site. If your password is compromised you must change your password.
The Site contains robot exclusion headers. Much of the information on the Site is updated on a real time basis and is proprietary of or is licensed to Requis or third parties. You agree that ou will not use any robot, spider, scraper or other automated means to access the Site for any purpose. Additionally, you agree that you will not: (a) take any action that imposes, or may impose in our sole discretion, an unreasonable or disproportionately large load on our infrastructure; (b) copy, reproduce, modify, create derivative works from, distribute or publicly display any content; (c) interfere or attempt to interfere with the proper working of the Site or any activities conducted on the Site; or (d) bypass our robot exclusion headers or other measures we may use to prevent or restrict access to the Site.
The Site may only be used for lawful purposes and in a lawful manner. You agree to comply with all applicable laws, statutes and regulations regarding use of the Services, including in regard to bidding and purchasing Assets. You may not register under a false name or use an invalid or unauthorized credit card. You may not make bids under a false name, impersonate any participant, or use another participant's password(s). Such fraudulent conduct is a violation of federal and state laws. Fraudulent conduct may be reported to law enforcement, and Requis will cooperate to ensure that violators are prosecuted to the fullest extent of the law.
Without limiting other remedies, Requis may immediately issue a warning, temporarily suspend, indefinitely suspend or terminate your access to the Site and refuse to provide its Services to you if: (a) You breach this Agreement; (b) Requis is unable to verify or authenticate any information You provide to Requis; or (c) Requis believes that your actions may cause legal liability for you, other Users or Requis.
When providing content as part of your use of the Services (directly or indirectly), You grant Requis a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sub-licensable right to exercise any and all intellectual property rights you have in that content in connection with our provision, expansion and promotion of the Services in any media known now or developed in the future. To the fullest extent permitted under applicable law, You waive your rights to enforce your intellectual property rights in that content against Requis (or our assignees or sublicensees) in connection with our (or our assignee’s or sublicensee’s) use of that content.
You represent and warrant that you own or otherwise control all necessary rights in order for You to meet your obligations under this Agreement, for all content you provide as part of your use of the Services. You represent and warrant that all content is accurate and that any use of the content (including derivative works) by Requis (or our third party service providers) or other Users does not infringe the intellectual property rights of any third party. Requis takes no responsibility and assumes no liability for any content provided by you or any third party.
As permitted by applicable law, Requis also reserves the right to report any activity that it suspects violates any law or regulation to appropriate law enforcement officials, regulators, or other third parties. In order to cooperate with information requests, to protect Requis’ systems and customers, to allow Users to resolve disputes, or to ensure the integrity and operation of Requis’ business and systems or other purposes deemed reasonable by Requis, Requis may access and disclose to governmental authorities any information it considers necessary or appropriate, including, without limitation, User contact details, IP addressing and traffic information, usage history and posted content.
The services and the assets are provided on an "as is" and “as available” basis. Your use of and reliance thereon are at your own and sole risk. Except as expressly provided for in this agreement, and to the extent permitted by applicable law, Requis makes no other
Representations or warranties of any kind, and expressly disclaims any and all warranties (express or implied), including without limitation: the implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement; that the site or the services will meet your requirements, will always be available, accessible, uninterrupted, timely, secure or operate without error; the information, content, materials or items included on the site will be as represented by sellers, available for sale at the time of offer, lawful to sell, or that sellers or buyers will perform as promised; any implied warranty arising from course of dealing or usage of trade; and any obligation, liability, right, claim or remedy in contract, tort (including negligence), strict liability or otherwise. No advice or information, whether oral or written, which you obtain from Requis or through the use of services shall create any warranty not expressly stated in this agreement.
Except as expressly set forth in the description of the assets, all of the purchased assets are being sold, conveyed, transferred, assigned and delivered to buyer on an "as-is" basis, with all defects related thereto and to the extent permitted by applicable law, without representation or warranty of any kind whatsoever. Any new warranty provided by a third party provider with respect to any assets not being provided by Requis and Requis shall not be responsible for any such new warranty.
Because Requis is not the seller in transactions between buyers and sellers in the Requis marketplace, if a dispute arises between one or more participants, each of buyer and seller release Requis (and its affiliates, agents, directors, members, managers, officers, employees and third party providers) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes. If you are a California resident, you waive California civil code §1542, which says: "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." you, being aware of said code section, hereby expressly waive any rights you may have thereunder, as well as under any other statutes or common law principles of similar effect. You acknowledge and agree that this waiver is an essential and material term of this agreement, and that without such waiver, Requis would not have agreed to perform the services.
To the extent permitted by applicable law, Requis will not be liable to any buyer or seller for any special, consequential, punitive, exemplary, incidental or indirect damages (including lost or anticipated revenues or profits relating to the same), arising out of this agreement, the site or the services, whether such claim is based on contract, tort (including negligence), strict liability or otherwise, notwithstanding the failure of essential purpose of a remedy and even if an authorized representative of buyer or seller is advised of the possibility or likelihood of same. Requis’ liability to a buyer or seller under this agreement, the site and the services shall in no event exceed the lesser one thousand us dollars (us$1,000) or the amounts paid to Requis by such buyer or seller with respect to the specific assets subject to the transaction. to the extent that any asset or services is/are provided hereunder by third party providers pursuant to an arrangement with Requis, except as specifically set forth in the description of the assets or any new warranty, the disclaimers and limitations of Requis’ liability as stated herein shall extend fully to such third-party providers.
You agree to defend, indemnify and hold Requis and our subsidiaries, parents, affiliates, officers, directors, managers, members, agents, employees and third party providers harmless from and against any and all claims, losses, liabilities, costs and expenses (including but not limited to attorneys' fees) arising from or in connection with (a) your breach or failure to comply with the terms of this agreement; (b) your violation of any state, federal foreign or international laws, codes or regulations; and/or (c) your violation of any third-party's rights, including, but not limited to, infringement of any copyright, violation of any proprietary right and invasion of any privacy rights. This obligation will survive the termination of this agreement.
This Agreement and all of its terms and conditions, and any controversy or claim arising out of or relating to this Agreement or the Services shall be governed by the laws of the State of Texas, without giving effect to any principles of conflicts of laws.
You agree that any controversy or claim arising out of or relating to this agreement or the services shall be settled by binding arbitration in accordance with the commercial arbitration rules of the American 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 shall be conducted in Houston, Texas, and judgment on the arbitration award may be entered into any court having jurisdiction thereof.
For all transactions subject to the Requis Marketplace, because Requis is not a party in the actual transaction between Sellers and Buyers and is not the agent of either for any purpose, Requis does not have the duty to resolve and will not be involved in resolving any disputes between Buyers and Sellers related to or arising out of any use of the Services or Assets. The Buyer and Seller are unknown counter-parties to one another.
Requis grants a limited license to each User to make personal use only of the Services in accordance with this Agreement. This license expressly excludes, without limitation, any reproduction, duplication, sale, resale or other commercial use of the Services (other than the buying and selling of Assets in accordance with this Agreement), making any derivative of the Services, the collection and use of participant e-mail addresses or other participant information, ratings or listings, or any data extraction or data mining whatsoever.
Requis, in its sole discretion, may terminate or modify this Agreement, access to the Services, or any current transaction immediately without notice for any reason.
No Assignment. You may not assign your account with Requis. Electronic Acknowledgement. You acknowledge that this Agreement is a contract between you and Requis, even though it is electronic and is not physically signed by you and Requis, and it governs your use of the Service and takes the place of any prior agreements between you and Requis. Where You create or use an account on behalf of a business entity, you represent and warrant that you are authorized to act on behalf of such business and bind the business to this Agreement and such account is owned and controlled by the business entity. Unenforceability. In the event that any provision of this Agreement shall be determined to be illegal or unenforceable, that provision will be limited or eliminated so that this Agreement shall otherwise remain in full force and effect and enforceable.
No Agency; Third-Party Beneficiary. Requis is not the agent, fiduciary, trustee or other representative of You. Nothing expressed or mentioned in or implied from this Agreement is intended or shall be construed to give to any person other than the parties hereto any legal or equitable right, remedy or claim under or in respect to this Agreement. This Agreement and all of the representations, warranties, covenants, conditions and provisions hereof are intended to be and are for the sole and exclusive benefit of Requis (and its third-party providers) and You. Severability. If any provision of this Agreement shall be deemed unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these terms and conditions and shall not affect the validity and enforceability of any remaining provisions.
No Waiver. Requis’ failure to enforce the strict performance of any provision of this Agreement will not constitute a waiver of Requis’ right to subsequently enforce such provision or any other provisions of this Agreement.
Survival. The following sections survive termination of this Agreement for any reason; Fees, Content, No Warranties, General Release, Limitation of Liability, Indemnity, Applicable Law, Arbitration, General Provisions and any other provision which by its nature is intended to survive termination.