Terms and Conditions

Exclusive Sellers Agreement with Axis Asset Solutions, Inc. - Seller’s Terms of Service

THESE SELLER’S TERMS OF SERVICE ("Seller’s Terms") ARE PART OF AND INCORPORATED INTO THE AXIS ASSET SOLUTIONS, INC. GENERAL TERMS OF SERVICE (“General Terms"), the current version of which can be found at www.axis assetsolutions.com, WHICH IS A LEGAL AGREEMENT BETWEEN THE BUSINESS ENTITY FOR WHICH YOU ARE AUTHORIZED TO ACT (“Company") AND AXIS ASSET SOLUTIONS, INC. (“Axis Asset Solutions, Inc."). BY USING THE AXIS ASSET SOLUTIONS, INC. SERVICES (the “Service") FOR THE EVALUATION AND SALE OF EQUIPMENT (the "Equipment"), COMPANY AGREES TO ALL OF THE TERMS AND CONDITIONS OF THESE SELLER’S TERMS AND THE GENERAL TERMS (together, the “Agreement"). All capitalized terms used and not defined in these Seller’s Terms will have the meanings given to them in the General Terms.

Listing of Equipment:

By submitting an equipment listing to Axis Asset Solutions, Inc., Company is extending a firm, irrevocable offer to sell the listed Equipment at the minimum price agreed to by both parties. The sales period ("Sales Period") will be for three months from the date that the listing becomes active on Axis Asset Solutions, Inc. Website and Online Store. The equipment listing will automatically be renewed on a month-to-month basis unless canceled by the Company. If a listing is canceled during the initial three-month sales period, upon receipt of the notice, Axis Asset Solutions, Inc. will delete the Equipment from the website and online store and Company shall pay Axis Asset Solutions, Inc. an amount equal to the seller fee applied against the currently listed asking price of each canceled item. Additionally, if the Company elects to not complete a sale that was agreed to with a Buyer, then the Company is obligated to pay Axis Asset Solutions, Inc. all of the fees and commission it would have earned from this transaction. In addition, Company is liable for any commissions applied against the sale price that Axis Asset Solutions, Inc. otherwise would have earned for three (3) months following the cancellation of the equipment listing and/or termination of this agreement, that is subsequently sold to a Buyer for whom Axis Asset Solutions, Inc. had introduced the availability of the Equipment being for sale.

Equipment Listing Information:
Company shall confirm and ensure the accuracy of all information provided by Company with regard to the Equipment. Axis Asset Solutions, Inc. reserves the right to reject any listing or to request modifications to the listing at its sole discretion.

Company's Representations/Warranties:
Company represents and warrants that: (i) all equipment listing information is complete and accurate; (ii) Company has all right, title, and interest in, or the exclusive right to sell, the Equipment; (iii) the Equipment is free from any lien or encumbrance; (iv) the Equipment and listing information does not infringe any third party intellectual property right or violate any law or regulation; and (v) that the Company has disclosed to Axis Asset Solutions, Inc. whether any Equipment has been used for processing or manufacturing any product containing materials that would restrict or otherwise affect subsequent use of the Equipment for any purpose.

Payment:
Company authorizes Axis Asset Solutions, Inc. to collect payment on its behalf and to deduct Axis Asset Solutions, Inc.'s fees based on the fee schedule in effect at the time of sale. Company is responsible for informing Axis Asset Solutions, Inc. at the time the Equipment is listed, what taxes are required to be collected on their behalf for all sales. Company is also responsible for reporting and remitting all taxes required on said sales. Axis Asset Solutions, Inc. will collect in its own bank account the proceeds paid by the buyers. An activity statement and reconciliation along with payment will be remitted to Company on a monthly basis unless other specific timetables have been agreed upon. In addition to the Seller’s commission, Axis Asset Solutions, Inc. may receive additional fees from the Buyer, such as service fees for rigging, removal, shipping, and/or buyer’s premiums related to the sale of Company’s Equipment. These charges will be the sole responsibility of the Buyer and will be invoiced directly to the Buyer by Axis Asset Solutions, Inc.

Escrowed Funds:
To ensure the successful completion of each sales transaction for both Buyers and Sellers, Axis Asset Solutions, Inc. will act as an intermediary holder of funds until the transaction between Buyer and Seller has been properly completed. Upon receipt of funds from the Buyer, Axis Asset Solutions, Inc. will inform Company that the Buyer funds have been received and will instruct the Company to release the equipment to the Buyer. Once equipment has been received by Buyer, then Axis Asset Solutions, Inc. will release the funds for the purchased item based on the agreed-upon Payment schedule.

Limitation of Liability:
COMPANY WILL BE SOLELY RESPONSIBLE FOR, AND WILL PROVIDE TO THE BUYER, ALL TERMS AND CONDITIONS OF SALE CONCERNING EQUIPMENT INCLUDING IF COMPANY DESIRES SUCH TERMS TO BE DIFFERENT THAN THE BUYER TERMS AGREED TO BY THE BUYER VIA AXIS ASSET SOLUTIONS, INC.’S WEBSITE (BUYER TERMS”). COMPANY AGREES THAT ALL TERMS AND CONDITIONS GOVERNING ANY TRANSACTION ARE EXCLUSIVELY BETWEEN THE COMPANY AND BUYERS. COMPANY HEREBY ACKNOWLEDGES THAT AXIS ASSET SOLUTIONS, INC. AND ITS OFFICERS, DIRECTORS, STOCKHOLDERS, AGENTS, SUBSIDIARIES, AND EMPLOYEES ASSUME NO LIABILITY FOR THE QUALITY OR QUANTITY OF EQUIPMENT SOLD OR OFFERED FOR SALE OR ANY LOSS OR DAMAGE TO ANY EQUIPMENT DURING SHIPMENT. AXIS ASSET SOLUTIONS, INC. WILL NOT BE RESPONSIBLE FOR ANY BREACH OF THE TERMS BY THE BUYER. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY HEREBY WAIVES, RELEASES AND DISCHARGES AXIS ASSET SOLUTIONS, INC. (AND ITS OFFICERS, DIRECTORS, STOCKHOLDERS, AGENTS, SUBSIDIARIES, AND EMPLOYEES) FROM ANY CLAIMS, LOSSES, DAMAGES AND EXPENSES, WHETHER DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED TO ANY TRANSACTION. COMPANY AGREES TO DEFEND, INDEMNIFY, AND HOLD AXIS ASSET SOLUTIONS, INC. HARMLESS FROM AND AGAINST ANY DAMAGES, LIABILITIES, COSTS, AND EXPENSES (INCLUDING ATTORNEYS’ FEES) ARISING OUT OF OR RESULTING FROM THE USE OF THE SERVICES BY COMPANY, ITS EMPLOYEES, AGENTS, CUSTOMERS, OR INDEPENDENT CONTRACTORS.

Termination:
This Addendum may be terminated: (a) by either party, upon thirty (30) days prior written notice to the other, provided that there is no active Equipment Listing; (b) by Axis Asset Solutions, Inc., immediately if it ceases to operate the Services; (c) by either party, in the event the other party materially breaches a provision of this Addendum and the breaching party fails to cure such breach within thirty (30) days of the receipt of notice of such breach from the non-breaching party. Upon termination of this Addendum for any reason, all rights and obligations of the parties hereunder which by their express terms or nature are intended to survive any termination or expiration of this Addendum will survive.