Terms of Purchase
This Purchase Agreement is entered into, between Nordstrom Inc. ("Seller"), which wishes to sell certain damaged or discontinued inventory ("Merchandise") on the terms and conditions set forth in this Agreement, and the undersigned "Buyer," which wishes to purchase Merchandise on such terms and conditions.
The Seller and the Buyer agree as follows:
- From time to time in its discretion, Seller may make available for purchase by Buyer items of Merchandise at prices as they may be agreed by the parties with respect to each purchase transaction. Items of Merchandise purchased by Buyer pursuant to such availability will be sold and purchased at the price specified in the bid accepted through closetcloseout.bstock.com, on the terms and conditions specified herein. For the avoidance of doubt, this Agreement may not be modified unilaterally by a purchase order or other document issued by Buyer, even if Seller delivers merchandise after receipt of such a purchase order without disclaiming its terms and conditions.
- Merchandise will be sold and purchased FOB Seller's distribution facility in Tukwila, Washington. Buyer will be solely responsible for all costs of transportation and insurance from such facility to Buyer's destination and will bear the risk of loss or damage to Merchandise from the point at which the Merchandise is delivered to the custody of Buyer's carrier.
Title to the Inventory Products shall remain with Seller until you 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 your or your agent'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 or your agent shall have the right to count the number of pallets containing the Inventory Products to confirm the quantity of pallets matches the shipping manifest prior to accepting possession. 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.
- Merchandise is sold AS IS, WHERE IS, and subject to up to 5% quantity variance per order, which is reflected in the agreed purchase price. The Buyer must notify the Seller in writing of any quantity discrepancy above 5% of the units of Merchandise ordered within 5 days after delivery of the Merchandise to Buyer's carrier pursuant to Section 2 of this Agreement, and shall have no recourse for discrepancies below 5% or for discrepancies not noticed pursuant to this Section 3 within the 5 days specified herein. The Seller warrants that buyer will receive good and marketable title to Merchandise purchased hereunder, but Seller hereby disclaims all other warranties, express or implied, including without limitation the warranties of merchantability, noninfringement, or fitness for a particular purpose.
- The purchase price for Merchandise will be due and payable by electronic funds transfer (wire) not more than 48 hours after Buyer is sent email notice of acceptance of its bid.
- The Buyer hereby covenants and agrees that it will not resell the Merchandise for delivery in the United States, Canada, or Puerto Rico, and that it will not resell the Merchandise to any person or entity that it has reason to believe will resell it or permit it to be resold for ultimate delivery in the United States, Canada, or Puerto Rico.
- The Buyer will hold all information concerning its purchase and sale of Merchandise from Seller, including but not limited to the fact that a purchase has occurred and the price and other terms of the purchase, in strict confidence and will not disclose any such information to any third party except to the extent it is required by law to do so.
- Either party may terminate this Agreement for any reason or for no reason at all at any time by giving written notice of termination to the other. Termination of this Agreement will not relieve either party of its obligations of delivery and payment for any Merchandise previously purchased hereunder.
- This Agreement will be governed by and interpreted in accordance with the laws of the State of Washington, without regard to conflict of law rules. Any action brought in connection with this Agreement shall be brought in state or federal court sitting in King County, Washington, and the parties hereby consent to the jurisdiction of and venue in such courts.
- The Buyer must follow all our de-labeling requirements as attached and for our NPG brands.