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SALVAGE DEALER AGREEMENT

(Online Terms and Conditions)

THIS SALVAGE DEALER AGREEMENT (“Agreement”) is made and entered into and consented to by and between Carolina Logistics Services, L.L.C., a limited liability company with its principal place of business at 635 Vine Street, Winston Salem, North Carolina, 27101, an Inmar company(“Inmar”), and your company ("Dealer") by Dealer selecting the “I agree to the terms and conditions” checkbox and the “Signup” button.

WITNESSETH:

WHEREAS, Inmar has contracts with various retailers, manufacturers, and distributors (the "Clients"), which authorize Inmar to assist the Clients in the management and further disposition of excess merchandise, such as closeouts, overstocks, salvage, surplus, shelf pulls, obsolete or distressed inventory, etc. (the "Products") through sale to secondary markets; and WHEREAS, Dealer desires to purchase the Products for resale through the Dealer's own retail stores or as a wholesaler to other retail stores or other liquidators. NOW, THEREFORE, in consideration of the foregoing and the mutual promises and covenants herein, the parties, intending to be legally bound, agree as follows:

  1. Description of Services; Registration:

    Inmar will periodically circulate a list of available Products via this website (the “Inmar Remarketing Site”) or through other communication methods to Dealer and other parties who have entered into Salvage Dealer Agreements with Inmar. Dealer will not place an order for less than one (1) pallet of Products. Inmar will receive and process said orders on a first-come, first-served basis, and advise the Dealer if its order has been accepted. In the event Inmar accepts Dealer's order, Dealer will have forty-eight (48) hours from the date of acceptance (the date the acceptance is faxed or e-mailed to Dealer) to make payment for the Products. In the event Dealer fails to make payment for said Products within the aforementioned 48-hour period of time, Inmar shall be free to sell the Products to other dealers, notwithstanding the fact that it has previously accepted Dealer's order. Dealer can provide Inmar with a "standing order" for Products, which both parties acknowledge is conditional. Dealer will not place an order for less than one (1) pallet of Products. Inmar will notify Dealer that Products are available. Inmar will receive and process said orders on a first-come, first-served basis, and advise the Dealer if its offer has been accepted. In the event Inmar accepts Dealer's offer, Dealer will have forty-eight (48) hours from the date of acceptance (the date the acceptance is faxed to Dealer) to make payment for the Products. In the event Dealer fails to make payment for said Products within the aforementioned 48-hour period of time, Inmar shall be free to sell the Products to other dealers, notwithstanding the fact that it has previously accepted Dealer's order. Dealer agrees to pay Inmar a Buyer Network Participation Fee to participate on the Inmar Remarketing Site. Inmar will determine Dealer’s Buyer Network Participation Fee at the time of registration. Dealer agrees to provide Inmar with its resale certificate of exemption from sales tax. Dealer shall not be allowed to complete registration until Inmar receives and approves the certificate.

  2. Nonexclusive:

    Dealer acknowledges and agrees that any purchase of Products is on a nonexclusive basis and subject to availability. Dealer acknowledges that Inmar is not required to sell Products to Dealer, and Dealer is not required to purchase Products from Inmar. Nothing in the Agreement should be construed as placing any obligation or liability upon Inmar to offer any particular kinds or quality of merchandise for sale, or to transact any business with Dealer.

  3. Pricing of Goods:

    Most orders and sales of Products will be for a percentage of the lis price for the Products. For these purposes, list price is defined as the price at which the Products are sold by the Clients (generally the wholesale price). Periodically, Dealer will have the option of purchasing Products at a per-box price.

  4. Payment Terms:

    Payment for Products will be made by wire transfer (EFT) or ACH draft to Inmar‘s bank account only. Cash, check, and credit will not be accepted. All sales to Dealer will be final, with no exchanges, returns, or refunds. Upon close of auction in which Dealer has the winning bid, Dealer agrees to pay Inmar the full amount of sale within fortyeight (48) hours via EFT wire or ACH account draft, unless specific agreements were made between Dealer and Clients, or Inmar (while acting on behalf of Clients). If funds are not received within forty-eight (48) hours of sale, or within the time allotted in the terms of the preset agreement, Inmar may declare the Dealer in default of this Agreement. Inmar is not responsible for verifying or approving any sales terms or payment methods between Dealer and Clients, unless it is acting on behalf of Clients. Inmar is not responsible for resolving any non-payment issues that may exist solely between Dealer and Clients.

  5. Transportation of Goods:

    Inmar or Dealer can arrange for transportation of Products from Inmar facilities, and Dealer will pay all freight with respect to the same, unless Clients have agreed to pay the freight. Payment for transportation of Products will be made by wire transfer (EFT) or ACH draft to Inmar‘s bank account only. Cash, check, and credit will not be accepted. No Products will be shipped from any facilities until payment for the Products has been received and processed. Inmar depends on an efficient flow of material in and out of its facilities; therefore, Dealer agrees to pick up Products within forty-eight (48) hours of payment receipt by Inmar. Upon request, Inmar will provide Dealer with complete transportation and logistics solutions that will execute the pickup and delivery of Products to any destination within the required timeframe. Transportation services include optimizing mode selection and scheduling pickup and delivery appointments. If Dealer requests such services, Inmar Remarketing staff will assist Dealer in obtaining competitive transportation quotes.

  6. Inspection of Goods:

    Once Dealer has received Products, Dealer has two (2) business days in which to inspect Products for gross misrepresentation of quantity or type of goods, as described by Clients. If Dealer is, for some reason, dissatisfied with the goods, Dealer must submit a dispute in writing to Inmar within two (2) business days of receipt of Products. No other means by which Dealer might dispute the quantity or type of goods will be honored without submission in writing. Inmar will utilize this written response in its attempt to urge the Clients to directly address issues with Dealer. The form will also enable Inmar to maintain a database of such correspondence, organized by Clients/Dealer (seller/buyer).

  7. Products Purchased “As-Is”, “Where-Is”

    Dealer recognizes that the Products may be damaged and/or close-dated goods, and that the Products were not manufactured or produced by Inmar. FURTHER, DEALER ACKNOWLEDGES THAT PRODUCTS PURCHASED ARE PURCHASED “AS-IS”, “WHERE-IS”, WITHOUT ANY WARRANTY OF ANY NATURE OR TYPE WHATSOEVER. DEALER FURTHER ACKNOWLEDGES THAT PRODUCTS DO NOT INCLUDE ANY EXPRESS OR IMPLIED WARRANTIES, OR ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AVAILABILITY, AND NON-INFRINGEMENT EITHER FROM CLIENT, THE ORIGINAL MANUFACTURER OF THE PRODUCTS, INMAR, OR ANY OTHER ENTITY, SUCH WARRANTIES HEREBY BEING EXPRESSLY DISCLAIMED.

  8. Limitation of Liability:

    FURTHERMORE, INMAR DISCLAIMS ANY LIABILITY FOR ANY DAMAGES OF ANY KIND, INCLUDING DIRECT, SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATIONS, ATTORNEYS’ FEES, LOST PROFITS, DOWNTIME COSTS, LABOR COSTS, OVERHEAD COSTS OR ANY OTHER CLAIMS, IN ANY WAY DUE TO, RESULTING FROM, OR ARISING IN CONNECTION WITH THE TRANSPORTATION OR ARRANGEMENT THEREOF, USE, SALE, OR PURCHASE OF ANY OF THE PRODUCTS, THE SERVICES, INFORMATION OR THE FAILURE OF ANY COVERED PARTY TO PERFORM OBLIGATIONS OR THE REFUSAL OF INMAR TO SELL TO DEALER UNDER THIS AGREEMENT. AT NO TIME DOES INMAR TAKE TITLE TO OR ASSUME LEGAL OWNERSHIP OF SUCH PRODUCTS EXCEPT FOR SUCH PRODUCTS THAT ARE PURCHASED BY INMAR FROM CLIENT. TITLE TO THE PRODUCTS AND RISK OF LOSS PASSES TO DEALER WHEN DEALER PAYS FOR THE PRODUCTS, REGARDLESS OF WHETHER OR NOT THE PRODUCTS HAVE BEEN SHIPPED TO DEALER. The sale of liquidation product is governed by the Uniform Commercial Code, which requires discrepancies to be reported in a reasonable time after delivery.

  9. Advertising

    Dealer will not directly, or through its retail outlets, or internet web site, advertise to the public any Products as purchased from Inmar. Dealer will not use the name of the Client or its private brand names. Dealer shall not advertise or resell, nor permit the advertising or resale of Products as new or first-quality. Dealer shall include in its marketing, advertising and resale documentation the qualifications as necessary to distinguish the Products from new and first quality goods, including such specific qualifications as Dealer may be instructed by Inmar to include from time to time. Dealer will be responsible for ensuring that any retail outlets will comply with these same restrictions set forth herein. Should Inmar or Client identify Dealer as advertising Products as defined above, Dealer will be removed from the approved list of buyers and prohibited from buying future Product.

  10. Indemnity

    Dealer agrees to indemnify, hold harmless, and defend Inmar, Client, any party from which Inmar acquired the Products, and any company affiliated with or related to Inmar, from any liability, loss, or damage whatsoever, including attorneys’ fees, expenses, and court costs, resulting from any claims, suits (fines, settlements, penalties, and expenses), actions, or charges against Inmar, any affiliated or related company, and/or any party from which Inmar acquired the Products, by any party as a result of, or in connection with or based on (a) the transportation or arrangement thereof, sale, purchase, use, and/or resale of the Products; (b) any breach by Dealer of its obligations or representations or warranties under this Agreement, or (c) any breach of a third party sales agreement by Dealer or the third party. Inmar, Client, and any party from which Inmar acquired the Products disclaim any liability for any damages of any kind, including direct, incidental, or consequential damages, as a result of any transportation, use, sale, or purchase of any or all of the Products.

  11. Force Majeure

    Neither party will be liable hereunder to the other party for any damages or delays which result from any act of God, unavoidable act, fire, flood, or other natural disaster; strike, lock-out, work stoppage, or other labor dispute; war, riot, civil commotion, act of a public enemy, act of terrorism, law, regulation, order, or other act of any controlling governmental authority; or any other cause beyond the reasonable control of such party; provided, however, that a party's delayed performance hereunder will be excused only for the period during which the event causing such delay continues.

  12. Taxes

    Dealer shall be responsible for all taxes, tariffs, duties, and applicable expenses based on any sales transactions occurring under this Agreement.

  13. Insurance

    Dealer shall procure and maintain all such insurance as is needed to cover Dealer’s entire liability under this Agreement, and as is required by all applicable laws. Dealer agrees to carry a policy of commercial general liability insurance (including products, completed operations, and broad form contractual liability) in an amount reasonably acceptable to Inmar and the Clients

  14. Failure to Perform

    In the event that Dealer fails to perform any duties set forth within this contract, Inmar will be entitled to seek both legal and equitable relief. Dealer will be responsible for any costs or attorneys’ fees arising from any action taken after a failure to perform.

  15. Termination

    This Agreement may be terminated by either party upon ten (10) days’ written notice to the other party, provided, however, that no such termination shall affect, or in any way limit, the responsibilities and obligations of Dealer, with respect to its sale, use, or other disposition of those Products remaining in Dealer’s possession at the time of termination.

  16. Termination for Breach; Opportunity to Cure:

    In the event either party breaches any provision of this Agreement, the non-breaching party will give the breaching party written notice specifying, with reasonable particularity, the nature of the breach, and the provisions of this Agreement affected thereby. The non-breaching party may terminate this Agreement if the breach is not cured by the breaching party (i) within ten (10) days following receipt of such written notice, with respect to a breach of any payment obligation, or (ii) within thirty(30) days following receipt of such written notice, with respect to a breach of any obligation other than payment. In the case of material breach, this Agreement may be terminated at any time, without notice.

  17. Governing Law:

    This Agreement shall be governed by the laws of the State of North Carolina. Any action to enforce or interpret this Agreement shall be brought in Forsyth County, North Carolina.

  18. Compliance

    Inmar will comply with all applicable federal, state, local, or foreign laws or regulations governing the handling, storage, transportation, or disposition of any Products. Should the sale of these Products result in noncompliance with said laws or regulations, Inmar shall have sole discretion in selecting a disposal method that complies with those laws and regulations. Dealer agrees to comply with all applicable federal, state, local, or foreign laws or regulations governing the handling, storage, transportation, or disposition of any Products purchased by the Dealer from Inmar, including, without limitation, the disposition of any hazardous materials.

  19. Miscellaneous

    1. Dealer will not return for credit to any Client any Products conveyed to Dealer hereunder.
    2. Dealer warrants that it is licensed by the regulating agency or department in the state or states in which it operates to dispose of the Products.
    3. Dealer is subject to approval by Clients. Inmar may terminate this Agreement immediately, or decline to sell a Client's Products to Dealer if a Client refuses to approve Dealer.
    4. Upon request, Dealer will provide to Inmar a list of its retail outlets, or a customer list, identifying those parties to whom Dealer is actively selling products.
    5. Dealer agrees to permit reasonable access by Inmar and its representatives, and/or Clients, to Dealer's facilities to inspect and verify that Dealer's processes and procedures are conducted in accordance with this Agreement. In addition, Dealer understands and agrees to future quality assurance visits, including inspections of warehouse locations.
    6. As a wholesaler, only one Dealer can actively sell Inmar provided Products to a retail outlet. Inmar will notify Dealer if any retail outlet on a current order is active with another dealer. Dealer can substitute another retail outlet for the current order.
    7. Dealer may sell the Products within the United States, U.S. territories, or internationally once approved by Inmar and/or Clients, to bona fide businesses which resell the Products, within the United States (or such other approved territories), to their ultimate users. Without limiting the preceding sentence, the Dealer specifically agrees that it will not sell the Products (i) to any major food, drug, mass merchandiser, department store, retailer, distributor, or wholesaler or (ii) to "flea markets", or similar operations (unless authorized by Inmar).
    8. When communicated by Inmar, it will be prohibited to sell Products within a predefined radius of Clients’ stores (primary or discount stores).
    9. Dealer is strictly prohibited from contacting Clients or Product sources without permission from Inmar
    10. Dealer, including its agents and employees, is prohibited from offering or giving to any employee of Inmar any gratuities, gifts, trips, special favors, or the like regardless of the value (“Gifts”). Should Dealer offer Gifts to any employee of Inmar, Dealer will be removed from the approved list of buyers and prohibited from buying future Product. Should any agent or employee of Inmar request from Dealer any Gifts, Dealer shall immediately notify Inmar, Inc., the parent company of Inmar.
    11. As directed by Inmar, Dealer agrees to deface, remove or obliterate any and all of the identifying marks, including, but not limited to, manufacturer’s or retailer’s names, logos, serial numbers, UPC numbers, RA numbers, and other identifying marks (including, but not limited to, bar codes, or other carton or packaging markings, nomenclature, identification tags, documents, sales tickets, plates, labels, legends, stencil information, instructions, manuals, price tags, or any other materials or information on the packaging, inside the packaging or on the Products) which in any way identify Client, or any affiliated or related company of Client with the Products, or to clearly and conspicuously mark the packaging so that it is readily apparent and obvious that the Products have been through a salvage process. Further, Dealer agrees to make a vertical mark through the bar code of the Product. If Products are discovered for resale in violation of this paragraph, Dealer shall be subject to a fee in the amount of $50,000 per incident as liquidated damages, and Dealer may be removed from the approved list of buyers and prohibited from buying future Products.
    12. With regard to electronics Products (including, but not limited to, computers, cameras and mobile devices), unless otherwise instructed by Inmar, Dealer agrees to reformat or otherwise totally erase any post-sale electronically stored information (“User Information”) stored in the memory of the electronic device.Dealer will perform a secure data wipe to a standard acceptable to Inmar and will ensure that none of the User Information may be recovered or retrieved by any means. Dealer will treat all User Information as confidential and prevent disclosure thereof, or access thereto to by unauthorized persons. Dealer accepts all liability for any claims resulting from the unauthorized disclosure of User Information. All individual data wipe specifications will require approval from Inmar. If Inmar does not specify a data wipe standard for a product line, Dealer will propose a reasonable industry data wipe standard for Inmar’s approval. If Products are discovered for resale in violation of this paragraph, Dealer shall be subject to a fee in the amount of $50,000 per incident as liquidated damages, and Dealer may be removed from the approved list of buyers and prohibited from buying future Products.
    13. Dealer will abide by the terms and conditions set forth in the “Inmar User Agreement” attached hereto as Exhibit A and incorporated herein by reference.
  20. Final Agreement:

    This Agreement sets forth the entire understanding between the parties, and supersedes any and all prior agreements, written or oral, with respect to the subject matter hereof, and cannot be amended or modified, except in a writing, signed by both parties except that Inmar may update certain terms and conditions of this Agreement from time to time by posting updated terms and conditions on the Inmar Remarketing Site. Inmar will notify Dealer whenever the terms and conditions of this Agreement have been updated. If Dealer continues to access the Inmar Remarketing Site and/or continues to purchase Products after such notification, Inmar will deem that Dealer has accepted the revised terms and conditions

Exhibit A

Inmar User Agreement

    Web site Objective

    The intended purpose of the Inmar Remarketing Site for the purchase of goods in the United States is to provide service and vehicle for organizations to buy and sell inventory in a controlled environment. Further, the Inmar Remarketing Site offers its users automated notification processes through email notification and limited historical reporting of buying and selling activity.

    Overview

    By registering for this service, user accepts and agrees to the terms and conditions detailed in this user agreement. If user does not agree with any part of this agreement, user may not use or access this site.

    Confidentiality and Security

    nmar’s objective is to preserve the confidentiality of information and provide a secure environment, suitable for transactions to occur. Users also have responsibility to contribute to site security by maintaining limited access to their password and login information.

    Contract Agreement

    Transactions are available only to individuals or entities that can form legally binding contracts. Minors in any jurisdiction may not participate in any services provided by the Inmar Remarketing Site. All users must be in agreement with the Salvage Dealer Agreement. Inmar reserves the right to review and verify all information submitted as part of the registration process, and, at its sole discretion, deny or delay approval of user’s registration application. When Inmar notifies the user that his/her application has been approved, he/she becomes a registered user and is then granted access to the site and its services. Registered users are required to secure their passwords and preserve their confidentiality. Do not share or redistribute login information or passwords to other organizations. It is also the user’s responsibility to keep all registration information accurate, and to provide changes as needed.

    Buyer Agreement

    Bidding for goods in an auction demonstrates intent to purchase, and financial capacity to do so. Upon placing a bid, buyer may not retract, amend, or modify that bid. With the exception of seller fraud, buyer agrees to complete purchase in accordance with the terms listed in the Salvage Dealer Agreement. Failure to do so puts buyer in default. Accounts determined to be in default will be suspended from any future use, or terminated, by Inmar. Sellers may sell or dispose of goods in any fashion they deem appropriate, should a buyer enter default.

    Non-Circumvention

    All users agree not to communicate or negotiate any information of any kind with any other registered user while in the process of completing the sale of assets listed on the Inmar Remarketing Site outside of the Inmar Remarketing Site (a “circumventing transaction”). Sellers agree that if they complete a circumventing transaction of an expired auction within 12 months of the auctions close, they are responsible for submitting normal success commissions to Inmar.

    Registration Application Requirements

    All users must complete the online registration application process in order to be reviewed for approval to gain access to the web site. All users are required to keep all information accurate and current. Failure to do so may result in suspension or termination of account use.

    Miscellaneous

    Service Interruption: Although it is our intent to provide continuous, live access to the Inmar Remarketing Site, there are circumstances that may cause interruptions of service. Inmar is not responsible for any damages incurred as a result of such interruptions. Users also agree not to engage or participate in any activities likely to cause such interruptions, such as transmitting viruses or bulk emailing.

    Site Changes: Inmar reserves the right, at any time, and at its sole discretion, to change, modify, or terminate any aspect of the Inmar Remarketing Site, without notice.

    Record Keeping: Inmar cannot guarantee the preservation or availability of historical records relating to historical auction or bidding activity.

    Taxes: User acknowledges and agrees that Inmar does not have responsibility to report, calculate, determine, or anticipate the payment of any taxes that may be owed by a user in connection with the use of the web site and its services. User is solely responsible for the calculation and payment of any taxes associated with the use of the web site or services.

    No Agency: The relationship between users and Inmar is that of an independent contractor. No agency, partnership, joint venture, or franchise relationship is implied, intended, or created as part of this user agreement.

    Venue Only: For the purchase of merchandise in the United States, subject to the terms and conditions of the Salvage Dealer Agreement, the Inmar Remarketing Site serves only as a venue for its users to buy and sell merchandise. At times, Inmar may not be involved in the actual transaction between buyer and seller. Inmar has no control over the quality, safety, and legality of the merchandise sold on this web site. Inmar does not guarantee the accuracy or reliability of information provided by users on the Inmar Remarketing Site. Under no circumstances will Inmar be liable for any loss or damage caused by reliance on information obtained through the web site, or on any offer misrepresented or not fulfilled by a user or business. It is the user’s responsibility to evaluate the accuracy, completeness, or usefulness of any offer made through the web site. User hereby acknowledges that any reliance upon any information obtained from the web site will be at User’s own risk. Inmar reserves the right, at its discretion, and without obligation, to change the web site at any time. The web site information is provided on an "as is, as available” basis. INMAR EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AVAILABILITY, AND NON-INFRINGEMENT ARISING OUT OF THE USER’S USE OF THE INMAR REMARKETING SITE. IN NO EVENT SHALL INMAR BE LIABLE WITH RESPECT TO THE INFORMATION ON THE INMAR REMARKETING SITE FOR ANY AMOUNT IN EXCESS OF THE FEES PAID BY USER THEREOF, OR FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER.



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