These Terms of Purchase are an ongoing contract between you and Wayfair Stores Limited, located at Wayfair House, Tuam Road, Galway, Co. Galway, Ireland, (“WAYFAIR” or “we”) and apply to your use of WAYFAIR’s online marketplace located at (http://wayfaireu.bstock.com) (the “Site”), hosted and configured by B-Stock Solutions, LLC (“B-Stock”), including your viewing, bidding upon, and purchase of WAYFAIR’s inventory from the Site (“Inventory Products”). If you are entering into these Terms of Purchase on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these Terms of Purchase. You may not use the Site if you do not have such authority. When you register on and subsequently use the Site, B-Stock is collecting the information that you provide and will protect and use it in accordance with its privacy policy. Should you bid on and win Inventory on the Site, you will become a WAYFAIR customer and B-Stock will share the information required for WAYFAIR to fulfill your order. WAYFAIR will protect and use that information according to the terms of its privacy policy. Therefore, by registering to use this site, you agree to both B-Stock’s and WAYFAIR’s privacy policies.

1. Acceptance and Modification of Terms of Purchase
   1. Acceptance of Terms. By checking the “I agree to the Terms of Purchase” box, you accept and agree to be bound by these Terms of Purchase each time you log into the Site. If you do not agree to these Terms of Purchase, you may not bid on or purchase Inventory Products from the Site. You may preserve these Terms of Purchase in written form by printing it for your records., and you waive any other requirement that these Terms of Purchase be evidenced by a written document.
   2. Modifications to Terms. We reserve the right, from time to time, with or without notice to you, to change these Terms of Purchase in our sole and absolute discretion. If we make material changes to these Terms of Purchase, we will notify you with an in-app message, by email, or by means of a notice on our Site. The most current version of these Terms of Purchase will supersede all previous versions and can be reviewed by clicking on "Terms of Purchase" located at the bottom of the pages of the Site. Your continued use of the Site following the posting of changes indicates your agreement to and acceptance of the changes. Therefore, you should review these Terms of Purchase each time you log into the Site. We will indicate the date on which these Terms of Service were last changed at the beginning of these Terms of Purchase. You agree to keep your email address and other contact information current at all times.
2. Additional Definitions
   1. “Buyer” or “you” or “your” shall mean the entity that registers or logs into the Site for the purpose of viewing, bidding upon and/or purchasing Inventory Products.
   2. A “Completed Purchase” occurs when (i) you have provided to WAYFAIR all of the purchase information requested in the Email Notification (defined below) in the manner specified in such Email Notification to complete your purchase and (ii) the Purchase Price for the Inventory Products has been received in the bank account specified in the Email Notification.
   3. “Extended Auction” shall mean any auction where the auction is extended, one or more times, due to a bid being placed within the final 5 minutes of the auction. Each extension is for a period of 3 minutes.
   4. “Listing” shall mean the content on the Site associated with particular Inventory Products, including, but not limited to, the description and quantity of the Inventory Products. WAYFAIR shall have the right to modify or correct any Listing at any time and such modification shall be binding on any purchase of any Inventory Products made after such modification.
   5. “Promotional Content” shall mean any and all information, materials, or content provided or otherwise made available to you by WAYFAIR or its agents in any medium in connection with these Terms of Purchase, including promotional content and Listings displayed on the Site.
3. Auction Process
   1. Inventory Products. Inventory Products consist of customer returns or company stock items, some of which may have been previously shipped. The condition of the Inventory Products will vary and standard designations regarding a product’s condition will be set forth in the Listing. Sets of Inventory Products named in the Listing may be incomplete (e.g. 1 chair is missing in a set of 4). Wayfair does not warrant that the Listings are accurate, complete, reliable, current or error-free. The Inventory Products are provided to you “as is” for purchase on the Site. The quantity and/or Listed Retail Value (the price for which the products were originally offered on WAYFAIR’s websites) of actual Inventory Products in each lot may vary up to 5 percent (5%) less or greater than the number set forth in the Listing and may include up to 5 percent (5%) quantity and/or Listed Retail Value of more damaged items than designated as “Damaged” in the Listing. Missing parts of sets are not taken into account for this calculation. Accessories such as remote controls, cables and instructions may or may not be included. Inclusion of accessories will be delineated in the Listing.
   2. Auction Process. Inventory Products will be sold pursuant to the auction process set forth in this Section 3 (the “Auction”). If you wish to bid on Inventory Products, you will be required to enter your bid amount. In order to be eligible for the Auction, your bid must be (i) in an amount higher than the bid listed as the minimum opening bid and the “current winning bid,” as applicable, (ii) in the bid increments set forth on the bid page and (iii) placed before the scheduled closing time for such Auction (including any additional time added for an Extended Auction). If your bid is the highest bid at the conclusion of an Auction (the “Winning Bid”) you will be notified by email (the “Email Notification”) at the email address you provided when you registered for your account (or as subsequently updated by you by following instructions on the Site). The Email Notification will serve as your official proof of purchase and/or official invoice. Any additional formal invoice or proof of purchase outside of the original winning notification is not available. It is your responsibility to keep your email address current and to timely check your email to determine if you are the winning bidder for any Auction in which you participated. WAYFAIR is not responsible for the failure of an Email Notification to reach a winning bidder for any reason, including, but not limited to, technical problems or other system error.
   3. Winning Bids. If your bid is deemed the Winning Bid at the end of the Auction for certain Inventory Products, you agree to promptly purchase such Inventory Products pursuant to the terms and instructions set forth in these Terms of Purchase and in the Email Notification. Penalties for failure to make a Completed Purchase for any Auction for which you have the Winning Bid are set forth in Section 4.1 below.

      In the event that you do not pay for any given Winning Bid, you may be given the chance to pay a reinstatement fee, in order to prevent the deactivation of your account. The fee amounts are as follows, within any 12-month period:

      1st Offense: €/£0 - €/£10,000 : €/£100 Fee

      1st Offense: €/£10,000+ : €/£500 Fee

      2nd Offense: €/£0 - €/£10,000 : €/£500 Fee

      2nd Offense: €/£10,000+ : €/£1,000 Fee

      3rd Offense: €/£1,000 Fee OR Denied on MP

   4. Deactivation; Cancellation. WAYFAIR reserves the right, in its sole discretion at any time and for any reason, to deactivate your Site account, reject any offer to purchase Inventory Products or suspend or cancel any auction or purchase of Inventory Products, including fulfillment of a purchase after completion of an auction and payment for the Inventory Products. If WAYFAIR cancels any purchase of Inventory Products after you have submitted payment for such Inventory Products, WAYFAIR will direct B-Stock to issue a refund to the designated payment method that you used to make such payment or other method selected by WAYFAIR or B-Stock.
4. Conditions to Sale; Payment
   1. Purchase Price. In consideration for your payment of the Winning Bid amount for an Auction, and any applicable shipping costs, taxes, and fees (the “Purchase Price”), WAYFAIR hereby agrees to sell to you the Inventory Products for such Auction subject to your compliance with the terms set forth in these Terms of Purchase and the Email Notification. You agree to pay the Purchase Price for the Inventory Products by wiring the full amount of the Purchase Price to the bank account set forth in the wiring instructions included in the Winning Bid Email Notification, within 2 business days after end of the Auction. If you fail to register a Completed Purchase, including by failing to pay the Purchase Price, within two (2) business days of when the Email Notification is sent by SELLER*, you shall forfeit any right to purchase such Inventory Products and WAYFAIR may deactivate your account and password so you can no longer access the Site and, at its sole discretion, may choose to (i) offer to sell such Inventory Products to the next highest bidder at such bidder’s bid price or (ii) post such Inventory Products on the Site for sale in a new Auction. You shall be responsible for all taxes, shipping costs and any other expenses incurred in connection with your purchase hereunder.
   2. Canceled Bids and Purchases. We reserve the right, at our sole discretion, to refuse or cancel any bid or purchase for any reason. By way of example, but not limitation, WAYFAIR may cancel your bid or purchase if there are inaccuracies or errors in product or bid information, or problems identified by our credit and fraud avoidance department. While WAYFAIR strives to provide accurate product and bid information, typographical or system errors may occur. In the event that bids for Inventory Products are incorrectly listed or Inventory Products are listed with incorrect information due to an error in quantity or other product information, we shall have the right, at our sole discretion, to refuse or cancel any purchases placed for such Inventory Products. In the event that we must cancel a bid or purchase, we will cancel your bid or purchase and notify you by email of such cancellation.
   3. Payment Terms. You shall submit the Purchase Price to WAYFAIR under the payment terms set forth in the Email Notification and on the Site. WAYFAIR may revise the payment terms from time to time in its sole and absolute discretion upon notice to you; provided, however, that any change to payment terms will not be effective for any then-pending sale but will only be effective for sales subsequent to such notice. Upon acceptance of the Purchase Price and the fulfillment of all other conditions to the sale, WAYFAIR will sell, assign, transfer and convey to you all of WAYFAIR’s right, title and interests in and to the Inventory Products and shall arrange with you for delivery of such Inventory Products in the manner set forth in Section 5 below.
   4. Identification of WAYFAIR. You shall not sell, lease or otherwise transfer or dispose of any of the Inventory Products that you purchase, unless you first Demanufacture such Inventory Products. “Demanufacture” means, in accordance with any WAYFAIR’s specifications provided to you, to remove, if possible, all of the identifying marks, including, but not limited to, WAYFAIR’s or its affiliates’ names, logos, serial numbers, UPC numbers, RA numbers, and other identifying marks (including but not limited to tags, labels, price stickers, bar codes, or other carton or packaging markings) from the packaging. Although you should not have access to any WAYFAIR customer information, including without limitation, sales receipts, addresses, phone numbers, credit card numbers or other personally identifiable information, if you receive any such information that may be included with the Inventory Products, you will not use such information and agree to promptly remove, delete, and destroy all such information. You shall not under any circumstances (i) identify WAYFAIR, its parent or any of its affiliates or divisions as the source of the Inventory Products; (ii) advertise the Inventory Products using any name relating to WAYFAIR, its parent or any of its divisions or affiliates, or any of its or their private labels, in any manner; (iii) make reference to WAYFAIR or its parent or any of its affiliates or divisions in any signing or advertising; or (iv) advertise the Inventory Products using any name related to WAYFAIR’s suppliers.
5. Shipment and Acceptance of Inventory Products

   By bidding on the Site you are acknowledging that the shipping carrier that will be delivering your purchases will be selected by Wayfair or its Marketplace Binding Carrier. Buyer understands and agrees that shipments will be governed by BIFA terms, inclusive of BIFA limits of liability (2SDRs per kilo).

   1. Please review the delivery scheduling requirements below:
      • You will be contacted by Wayfair’s Marketplace Binding Carrier’s representative 1 business day in advance, and no later than 48 hours prior to collection. Buyer will receive external tracking link prior to delivery.
      • You should be ready to receive your inventory latest within 5-7 business days of payment, and Wayfair’s Marketplace Binding Carrier agreed upon delivery day which will be on Monday – Friday between 8am-6pm local time. If you are no longer able to receive the load upon delivery, additional storage fees, including all shipping costs, will apply and may results in removal from marketplace. Buyer is responsible for all fees associated with failure to accept delivery. Failure to accept delivery, Wayfair may choose to keep such Inventory Products, list such Inventory Products for auction on the Site and refund to you the Purchase Price you paid to WAYFAIR less (i) a storage charge of €10 per pallet per each of the days WAYFAIR held the Inventory Products for you after you registered a Completed Purchase and (ii) a restocking fee of twenty percent (20%) of the Purchase Price.
      
      

      Please ensure you are following the guidelines above. Failure to comply may result in removal from the marketplace.

   2. Title; Risk of Loss. Title to the Inventory Products shall remain with WAYFAIR until Wayfair’s Marketplace Binding Carrier take possession of the Inventory Products at the Inventory Location. You expressly acknowledge that risk of loss and liability for the Inventory Products shall pass to you upon until Wayfair’s Marketplace Binding Carrier’s receipt of the Inventory Products at the Inventory Location. Without limiting the foregoing, you release B-Stock of any liability and waive all claims against B-Stock with respect to such Inventory Products. You expressly acknowledge and agree that you shall have no right to refuse or return the Inventory Products after accepting possession of the Inventory Products at the Inventory Location.
   3. Acceptance. Your acceptance of possession of the Inventory Products from WAYFAIR pursuant to Section 5.2 shall constitute an unqualified acceptance of the Inventory Products and a waiver by you of all claims with respect thereto except as set forth in Section 5.4. All sales are final. 
      
      Wayfair’s Marketplace Binding Carrier shall have the primary liability to Buyer with respect to damages for loss or damage of or to any shipment delivered to the Buyer pursuant to this Agreement. All movements will be under BIFA 2005A terms. The claim should be logged by the failed party within 48 hours of the incident with B-Stock Customer Service. B-Stock will relay the freight claim to the Marketplace Binding Carrier for review directly with the buyer. The buyer must indicate any missing or damaged items on the CMR. B-Stock shall have no liability to Buyer with respect to the Inventory. In addition, by bidding on the Site you assume any additional liability in excess of the limits contained herein.
   4. Inspection. You shall have five (5) business days from the date of delivery of Inventory Products to inspect the shipment for any discrepancies in the quantity/quality delivered from what was set forth in the Listing and report such discrepancy to WAYFAIR in writing. Buyer must provide a detailed manifest, identifying each item that is missing or damaged, and, if damaged, the exact nature of such damage, as well as any supporting images or other documentation. WAYFAIR reserves the right to conduct an additional inspection at its own expense. If WAYFAIR, acting reasonably and in good faith, agrees that an under delivery and/or damage has occurred greater than 5% compared to what was set forth in the Listing, based on the Listed Retail Value of the auction, WAYFAIR will reimburse you in an amount equal to the approved discrepancy. By way of example, if Buyer wins an auction and pays a Winning Bid of €1,000, and the shipment is missing an item that is 10% of the Listed Retail Value of the auction, WAYFAIR will issue Buyer a reimbursement in the amount of €100 (i.e., 10% applied to the winning bid amount of the Listing). Such reimbursement may be in the form of an offset against any amount you may owe to WAYFAIR or a credit to your B-Stock account. Following the five (5) business day inspection period, you shall no longer have the right to claim any reimbursement for under-delivery/damage.
   5. Further Assurances. Each party agrees that it will execute and deliver, or cause to be executed and delivered, all such other instruments, and it will take all reasonable actions, as may be necessary to transfer and convey the Inventory Products to Buyer and to consummate the transactions contemplated herein.
6. Confidentiality and Privacy Policy
   1. Confidential Information. Each party acknowledges that by reason of its relationship to the other party hereunder it will have access to certain information and materials concerning the other party’s business that are confidential and of substantial value to the other party, which value would be impaired if such information were disclosed to third parties. In particular, the parties hereto acknowledge that the information regarding the Purchase Price and any particular sale are confidential to WAYFAIR. Each party will, and will cause its affiliates and employees to, protect and not disclose information that is considered confidential and use this information only to fulfill its obligations under these Terms of Purchase. Notwithstanding the foregoing, you understand that B-Stock will have access to confidential information pertaining to you. You may not make any public announcement about these Terms of Purchase without WAYFAIR’s prior written approval and consent. Notwithstanding anything in this Section 6.1 to the contrary, any information (i) already in the public domain through no fault of the receiving party, (ii) independently developed by the recipient without the use of or access to the other party's confidential information, or (iii) released to the public through no action or inaction by the receiving party, will not be considered confidential information hereunder. The receiving party may disclose the disclosing party's confidential information upon the order of any court of competent jurisdiction or as otherwise required by law or legal process, provided that prior to such disclosure the receiving party shall inform the disclosing party of such order, if permitted by law, in order to provide the disclosing party with an opportunity to contest such order or to seek such other protective action as the disclosing party may elect. This Section 6 shall survive each purchase transaction hereunder.
   2. WAYFAIR Privacy Policy. WAYFAIR protects your personal information. WAYFAIR uses information about you that was supplied to WAYFAIR by you or by B-Stock or any other third party involved in the operation of the auctions. The information will be used to contact You regarding relevant auctions, to arrange for the collection of purchased Inventory Products. WAYFAIR may pass the information to third parties, who require such information to ensure successful fulfillment of Your purchases on the B-Stock platform. Your information may be stored and processed in UK, Germany, Ireland or the United States or any other country where WAYFAIR has facilities, and by participating in any auction for Inventory Products, You consent to the transfer of information outside of Your country of residence. For any questions about our privacy practices, contact our Data Protection Officer by sending us an email at DataProtectionOfficer@wayfair.com.
7. Representations and Warranties; Indemnity
   1. You represent and warrant that you will (a) comply with all state and local laws, rules, regulations, orders, rulings, and ordinances, including, without limitation, any and all environmental, consumer protection, data protection and export control laws and regulations (“Applicable Laws”); (b) handle Inventory Products in accordance with all Applicable Laws and best practice, including, without limitation, the recycling and disposal.
   2. You shall indemnify, defend, and hold harmless WAYFAIR and B-Stock, their respective affiliated companies, and each of their respective officers, directors, agents, and employees (the “Indemnified Parties”) against any claim, liability, loss, damage, cost or expense, including reasonable attorneys' fees, incurred by any Indemnified Party arising from or relating to (i) your use of the Site, (ii) any sale, use or handling of the Inventory Products, including any recall of the Inventory Products, (iii) any infringement or misappropriation of any proprietary right by you, (iv) your negligence or intentional misconduct, or (v) your breach of these Terms of Purchase.
   3. The indemnity obligation under this Section 7 shall survive each purchase transaction hereunder.
8. Warranty Disclaimer; Limitation of Liability

   EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, THE INVENTORY PRODUCTS ARE PROVIDED BY WAYFAIR TO YOU “AS IS”, “WITH ALL FAULTS”, AND “WHERE IS”, AND WAYFAIR DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE INVENTORY PRODUCTS, THE SITE, OR ANY OTHER MATTER, INCLUDING WITHOUT LIMITATION THE INVENTORY PRODUCTS’ CONDITION OR QUALITY AND THE WARRANTIES OR CONDITIONS OF NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE. EXCEPT FOR THE INDEMNITY OBLIGATIONS SET FORTH IN THESE TERMS OF PURCHASE, NEITHER PARTY WILL BE LIABLE FOR ANY LOSS OF PROFITS OR OTHER CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES OF ANY KIND ARISING OUT OF OR RELATED TO THESE TERMS, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL WAYFAIR’S LIABILITY FOR ANY AND ALL LOSSES OR DAMAGES ARISING FROM OR IN CONNECTION WITH THESE TERMS OF PURCHASE, EXCEED THE PURCHASE PRICE PAID BY YOU TO WAYFAIR FOR THE INVENTORY PRODUCTS AT ISSUE. WAYFAIR SHALL NOT BE HELD LIABLE FOR ANY ERROR IN A LISTING THAT WAYFAIR CORRECTS PRIOR TO THE PURCHASE OF THE INVENTORY PRODUCTS TO WHICH THAT LISTING APPLIES. THIS LIMITATION OF LIABILITY SHALL SURVIVE EACH PURCHASE TRANSACTION.

   Some states do not allow the exclusion or limitation of incidental, consequential, or special damages, or the exclusion of implied warranties. Therefore, some of the limitations set forth in this Section may not apply to you.

9. Use of the Site

   You agree and acknowledge that neither WAYFAIR nor B-Stock make any guaranty of the accuracy, correctness or completeness of any Promotional Content and are not responsible for: (i) any errors or omissions arising from the use of any thereof; (ii) any failures, delays or interruptions in the delivery of any Promotional Content contained with the Site; (iii) losses or damages arising from the use of the Promotional Content provided by the Site; (iv) any conduct by you in connection with the Site; or (v) any Promotional Content or products provided through or in conjunction with the Site. You must comply with the operating rules and policies applicable to the Site as may be published or provided by B-Stock or WAYFAIR in writing (including by posting on the Site) from time to time.

10. Breach of Terms of Purchase

    If you fail to comply with any term or condition in this Terms of Purchase, WAYFAIR may immediately terminate your account, deactivate your password and seek any other remedy available to WAYFAIR or its affiliates.

11. General Provisions
    1. These Terms of Purchase will be governed by and interpreted in accordance with the laws of England, without reference to any applicable conflict of law rules or the Convention on Contracts for the International Sale of Goods. You irrevocably consent to the exclusive venue and jurisdiction of the English courts for any action or proceeding arising out of these Terms of Purchase. YOU HEREBY WAIVE ANY RIGHTS THAT YOU MAY HAVE TO BRING DISPUTES FOR RESOLUTION BEFORE ANY OTHER COURT, TRIBUNAL OR FORUM. No waiver of or failure to enforce any provision of these Terms of Purchase shall constitute a continuing waiver, and no waiver shall be effective unless made in a signed writing. The division of these Terms of Purchase into separate sections, subsections and/or exhibits and the insertion of titles or headings is for convenience of reference only and shall not affect the construction or interpretation of these Terms of Purchase. If any provision is held to be invalid, then that provision will be modified to the extent necessary to make it enforceable, and any invalidity will not affect the remaining provisions.
    2. Force Majeure. WAYFAIR shall not be liable to the other party for failure or delay in performance hereunder due in whole or in part to an act of God, strike, lockout or other labor dispute, civil commotion, sabotage, fire, flood, explosion, acts of any government, unforeseen shortages or unavailability of fuel, power, transportation, or supplies, and any other causes which are not within WAYFAIR's reasonable control, whether or not of the kind specifically enumerated above.