Wolverine Worldwide Clearance Marketplace TERMS OF PURCHASE
- 1. Acceptance of Terms. These terms and conditions for use of the Wolverine Worldwide Private Marketplace (hereinafter, “Terms of Purchase” or “Agreement”) are an ongoing contract between you (“Buyer”) and Wolverine World Wide, Inc., directly or through any of its affiliated entities (collectively “Wolverine”) and applies to all purchase transactions on the Wolverine Private Marketplace on-line auction site located at wolverine.bstock.com (“Site”) through which certain Wolverine merchandise “merchandise”) may be purchased. By checking the "I agree to the Terms of Purchase" box and clicking on the "I Accept" icon each time Buyer logs onto the Site, Buyer accepts and agrees to be bound by these Terms of Purchase.
- 2. Modifications to or Termination of Terms of Purchase. Wolverine reserves the right, from time to time, with or without notice to Buyer, to terminate or change the Terms of Purchase in its sole and absolute discretion. The most current version of these Terms of Purchase will supersede all previous versions and can be reviewed by clicking on the "Terms of Purchase" link located at the bottom of the pages of the Site. Buyer agrees that Buyer’s use of the Site or continued purchases after changes to the Terms of Purchase go into effect shall constitute and will be construed as evidence that Buyer agrees to be bound by such changes. Wolverine hereby rejects the inclusion of any different or additional terms or conditions by Buyer, via purchase order or other documentation, which would alter, contradict or otherwise render without effect the terms contained in these Terms of Purchase, as amended.
- 4. 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 information regarding the purchase price, including any particular sale or other discounts for merchandise sold on the Site, shall be treated as confidential information of Wolverine. Each party will, and will cause its affiliates and employees to, protect and not disclose confidential information and must use any such information only to fulfill its obligations under this Agreement. Additionally Buyer understands that B-Stock Solutions will have access to confidential information pertaining to Buyer for the purpose(s) outlined hereunder. Buyer may not make any public announcement about this Agreement without Wolverine’s prior written approval and consent. Notwithstanding anything in this Section 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 shall survive each purchase transaction hereunder.
- 5. Price, Payment and Delivery. Merchandise will be sold in accordance with the auction process set forth on the Site. All sales are final. No return or refunds will be allowed. Merchandise is sold subject to up to a five percent (5%) quantity variance per order. Buyer must notify Wolverine in writing of any merchandise variance in excess of five percent (5%) within seven (7) days of delivery. Wolverine will not provide a refund for variances that are less than five percent (5%) or not reported to WWW within seven (7) days of delivery. If, upon receiving timely notification of a variance pursuant to this Section, Wolverine agrees that an under-delivery has occurred, Wolverine will refund Buyer the difference. This shall be Buyer’s sole recourse for any under-delivery. Buyer’s acceptance of possession of the merchandise shall constitute an unqualified acceptance of the merchandise and a waiver by it of all claims with respect thereto.
Buyer bears sole responsibility for picking up and transporting purchased merchandise which will be made available to Buyer by Seller at the Seller’s designated distribution facility. If Buyer fails to take receipt of merchandise within seven (7) days of a completed purchase of the merchandise, Wolverine may choose to keep the merchandise and relist such merchandise on the Site, and refund to Buyer the purchase price less (i) a storage fee of 10% of the purchase price per each day the merchandise is held at Wolverine’s distribution center and (ii) a restocking fee of $300.
- 6. Cancelled Bids and Purchase. There may be certain bids and purchases that Wolverine is unable to accept and must cancel. Wolverine reserves the right, at its sole discretion, to refuse or cancel any bid or purchase for any reason at any time. In the event that bids for merchandise are incorrectly listed or are listed with incorrect information due to an error in quantity or other product information, Wolverine shall have the right, at its sole discretion, to refuse or cancel any purchases placed for such merchandise. In the event that a bid or purchase is cancelled by Wolverine, Buyer will be notified of such cancellation and the purchase price will be refunded.
- 7. Title; Risk of Loss. Buyer shall be responsible for payment of the purchase price, shipping, storage and handling costs, all applicable taxes and any other expenses incurred in connection with its purchases. Merchandise is sold as-is, where-is, carriage terms F.O.B. Wolverine’s distribution center. Risk of loss and title shall pass to Buyer upon delivery to Buyer’s carrier. Buyer will be solely responsible for all costs of transportation and insurance from Wolverine’s distribution center.
- 8. Sales and Resale Restrictions. Merchandise purchased on wolverine.bstock.com shall be sold solely to end consumers and no such merchandise shall (i) be made available for re-sale, either directly or indirectly, on any website or retail location not registered by Buyer with B-Stock Solutions pursuant to Section 9 of these Terms of Purchase; (ii) be resold to another entity by the Buyer; or (iii) be made available for re-sale outside the United States. By selling merchandise through the Buyer’s website as set forth in Sections 8 and 9 of these Terms of Purchase, Buyer agrees to abide by the terms of and conditions of the Wolverine World Wide Internet Agreement, attached here as Appendix A. Any Buyer found to be in violation of this provision will have its access to the Site terminated and no further purchase of the merchandise will be allowed through the Wolverine Private Marketplace. In such an event, Wolverine will have the right to immediately terminate this Agreement and cancel any pending purchases or bids without any liability to Buyer.
- 9. Warranty by Buyer. Buyer warrants that (a) it is a U.S.-based retailer and it shall register with B-Stock Solutions the retail location or website where the merchandise will be resold; (b) it has all necessary authority and rights to comply with the terms and conditions of this Agreement; and (c) the performance by Buyer of its promises and commitments contained in this Agreement are not prohibited or restricted by any agreements or commitments with third parties, or violate any applicable laws, government rules, regulations, or court orders.
- 10. WARRANTY DISCLAIMER. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE MERCHANDISE IS PROVIDED TO BUYER "AS IS", “WITH ALL FAULTS” AND "WHERE IS" AND WOLVERINE DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE MERCHANDISE OR ANY OTHER MATTER, INCLUDING WITHOUT LIMITATION THE MERCHANDISE’S CONDITION OR QUALITY OR THE WARRANTIES OR CONDITIONS OF NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE. BUYER’S USE OF THE SITE IS AT ITS SOLE RISK. THIS SECTION SHALL SURVIVE EACH PURCHASE TRANSACTION HEREUNDER.
- 11. EXCLUSION OF DAMAGES. WOLVERINE AND ITS AFFILIATES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES OF ANY KIND, OR LOSS OF GOODWILL, CUSTOMERS OR PROFITS, ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF WOLVERINE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS SECTION SHALL SURVIVE EACH PURCHASE TRANSACTION HEREUNDER.
- 12. LIMITATION OF LIABILITY. EXCEPT FOR THE INDEMNITY OBLIGATIONS SET FORTH IN THIS AGREEMENT, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR LOSSES OR DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT THAT EXCEED THE PURCHASE PRICE PAID BY BUYER FOR THE MERCHANDISE AT ISSUE. WOLVERINE SHALL NOT BE HELD LIABLE FOR ANY ERROR IN A LISTING OR CANCELLATION OF BIDS OR PURCHASES. THESE LIMITATIONS OF LIABILITY SHALL SURVIVE EACH PURCHASE TRANSACTION AND ANY TERMINATION OF THIS AGREEMENT. THIS SECTION SHALL SURVIVE EACH PURCHASE TRANSACTION HEREUNDER.
- 13. Indemnity. Buyer shall indemnify, defend, and hold harmless Wolverine and its 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) Buyer’s use of the Site, (ii) any sale, use or handling of the merchandise contrary to the terms set forth herein, (iii) any infringement or misappropriation of any proprietary right, (iv) Buyer’s negligence or intentional misconduct, or (v) breach of this Agreement. The indemnity obligation under this Section shall survive each purchase transaction hereunder.
- 14. General Terms and Conditions.
15.1 Independent Contractor. Nothing in this Agreement is intended to, or does, create any joint venture, partnership, agency or similar relationship between Wolverine and Buyer. Buyer shall not be, and it's not authorized to represent itself as, an agent or representative of Wolverine for any purposes. Buyer shall not be entitled to any benefits that Wolverine provides for its own employees, including, without limitation, worker’s compensation and unemployment insurance. Buyer shall be solely and entirely responsible for Buyer’s acts and the acts of Buyer’s employees, agents and subcontractors.
15.2 Force Majeure. Wolverine will not be liable for any non-performance or delay in performance caused solely by a strike, lockout, riot, war, insurrection, act of God or public enemy.
15.3 Assignment. Neither party may assign, delegate or subcontract any of its rights or obligations under this Agreement without the prior written consent of the other.
15.4 Waiver. No provision of this Agreement shall be deemed waived and no breach excused, unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. Any consent by any party to, or waiver of, a breach of the other party, whether express or implied, shall not constitute consent to, waiver of, or excuse for any different or subsequent breach.
15.5 Severability. If any provisions of this Agreement shall be prohibited or unenforceable by any applicable law, the provision shall be ineffective only to the extent and for the duration of the prohibition of unenforceability, without invalidating any of the remaining provisions.
15.6 Governing Law/Jurisdiction. This Agreement shall be governed by and interpreted according to the laws of the State of Michigan without regard to conflict of laws principles. Buyer and Wolverine irrevocably consent to the exclusive jurisdiction of the state and federal courts located in Kent County, Michigan, for the resolution of all claims or disputes relating to this Agreement
15.7 Entire Agreement. This Agreement constitutes the entire agreement between the Buyer and Wolverine with respect to the subject matter of this Agreement and supersedes all earlier agreements and understandings, oral and written, between the parties.
This Agreement / Terms of Purchase were last updated on October 1, 2017. Please check these terms periodically for changes.
Wolverine World Wide, Inc. Internet Agreement
Buyer desires to advertise, display and sell items produced or marketed (the “Products”) by Wolverine World Wide, Inc. (“Wolverine”) to end consumers through Buyer’s Website, and, under the terms of the Wolverine Worldwide Private Marketplace Terms of Purchase (the “Terms of Purchase”), may only do pursuant to this Internet Agreement. Wolverine hereby grants to Buyer a non-exclusive license for this specific purpose and enters into this Internet Agreement with Buyer, subject to the provisions below. This Agreement supersedes any and all prior agreements relating to the sale on the internet or drop shipment of any product offered for sale by Wolverine.
• The presentation, quality, trademark usage, images, customer service, and all other aspects of Buyer’s Website relating to Products are subject to Wolverine’s continued review and approval, which approval may be withheld for any reason. Buyer shall not indicate or create an impression that it is in any way related to Wolverine.
• Buyer will sell Products only to end-consumers located in the United States in quantities typical of purchases for individual use.
• All customer service, inventory, returns, quality, credit and collection issues with respect to Products purchased from Buyer shall be handled by Buyer. Wolverine will not drop-ship to Buyer’s customers.
• This agreement applies only to Buyer’s Website registered pursuant to the Terms of Purchase; Buyer is not authorized to sell on or directly or indirectly through any other website.
• Buyer acknowledges that it is independently responsible for all prices quoted by Buyer.
• Buyer acknowledges Wolverine’s ownership of all trademarks, service marks, tradenames, and other intellectual property in association with Products.
• This agreement does not give Buyer any right or interest in any intellectual property or trademarks of Wolverine. No Wolverine trademarks, trade names or other intellectual property names shall be used or registered by Buyer or used as part of Buyer’s internet domain names, email addresses, or through an affiliate network, without Wolverine’s express written consent, which consent may be revoked at any time.
• Wolverine has developed and adopted, and may update from time to time, a Search Engine Marketing Policy governing bidding for advertisements relating to search terms that include Wolverine’s trademarks and/or the use of Product images in product listing advertisements. Buyer agrees to comply with this policy and any such related policies, as updated from time to time in Wolverine’s sole discretion.
• Wolverine may terminate this Internet Agreement, either in whole or with respect to any of the Wolverine brands, for any or no reason. In the event of such termination, Buyer’s Internet advertising, sale or display of Wolverine trademarks, or other Internet use with respect to such Products shall cease immediately.
• Termination of this Internet Agreement shall not, by itself, affect Buyer’s ability to sell Products through any physical storefront locations operated by Buyer.
• This agreement shall be considered to have been made in the State of Michigan and shall be governed by and interpreted according to Michigan law, without regard to conflict of law principles. Any action arising out of or relating to the Agreement may be brought only in any federal or state court in Grand Rapids, Michigan having jurisdiction of the subject matter. Buyer irrevocably consents that such court shall have personal jurisdiction over Buyer and waives any objection that the court is an inconvenient forum. In addition, Wolverine may seek to obtain or enforce an injunction against Buyer in any state or federal court having jurisdiction of the subject matter.