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Effective Date: October 23, 2024

Equirig Seller Terms of Service

1. Scope of Application

These Seller Terms of Service ("Terms") govern the relationship between you ("Seller") and Equirig, operated by Equirig, Inc and its affiliated branches and subsidiaries (collectively referred to as "Equirig," "we," "us," or "our"). By engaging with our platform, you agree to these Terms, which apply to all sales and promotional activities conducted through Equirig's electronic platform ("Marketplace" or "Website") accessible at https://equirig.com. These Terms apply in addition to Equirig's general Terms of Service for Website usage. In the event of any conflict between these Seller Terms and the general Terms of Service, the Seller Terms shall take precedence.

2. Sales, Listings, and Orders

2.1. Agency Relationship

Equirig acts as your undisclosed sales agent ("Undisclosed Sales Agent") for the purpose of selling and promoting used equipment ("Equipment") on your behalf. All transactions facilitated by Equirig are business-to-business (B2B) and governed by contract law under the jurisdiction of the Seller's country. You agree to enter into a contract with the appropriate local branch or subsidiary of Equirig, Inc("Selling Entity").

Equirig is entitled in its sole discretion to disclose the identities of the Seller and Buyer for the purpose of the assertion or enforcement of any rights (relating to any Equipment) of the Seller and/or the Buyer.

2.2. Listing Procedure

To list Equipment on the Marketplace, the seller must provide:

  • Unique Identifier: Each unit of Equipment must have a distinct identifier to prevent duplication and ensure accurate tracking.
  • Authorized Selling Price: This is the payment you expect to receive upon a successful sale, excluding any commissions or additional fees.
  • Comprehensive Details: A detailed description of the Equipment, including its specifications, features, condition, and any warranties. High-resolution images that clearly represent the Equipment from multiple angles must also be included.

Equirig reserves the right to publish your Listing on the Marketplace at its sole discretion ("Publishing"). Publishing your Listing signifies Equirig's acceptance ("Listing Approval"). If Equirig chooses not to publish a Listing ("Listing Rejection"), we will notify you via email and may request revisions to enhance the Listing's appeal.

During the Listing period, you grant Equirig exclusive rights to sell the listed Equipment. You agree not to advertise or offer the Equipment through other channels without Equirig's prior written consent.

2.3. Delisting

  • Equirig may remove a Listing from the Marketplace ("Delisting") at our discretion, providing you with a reason via email. You may request Delisting by notifying Equirig at least ten (10) Business Days in advance, provided there are no active offers or orders for the Equipment. A "Business Day" refers to any day when banks are open for business in the Seller's country.
  • Penalty for Non-Compliance: Failure to adhere to Delisting procedures will result in a contractual penalty of five percent (5%) of the Authorized Selling Price of the relevant Equipment, payable within ten (10) Business Days upon receipt of a payment request from Equirig.

    • 2.4. Order Process

    The Buyer may make a binding offer for the purchase of the Equipment ("Offer") or, when made available, place a binding order for Equipment by using the "Buy now" button ("Buy Now Order").

    2.4.1. Offer

    The Offer of a Buyer contains an offer price prior to deduction of the Sales Commission (as defined in section 3). Equirig shall provide the Seller with the Offer ("Offer Notice"), unless the Offer is, in Equirig's discretion, inappropriate, not qualified, not meant seriously or in case of other important reasons. The Seller is obliged to react within five (5) Business Day to Equirig by either accepting the Offer ("Offer Acceptance") or rejecting the Offer. Any Offer is subject to the condition that the sales contract comes only into force upon Equirig's receipt of the full Buyer Payment ("Final Sales Approval").

  • Offer Acceptance: Upon receipt of the Offer Acceptance, Equirig confirms the Offer to the Buyer and sends the Buyer a pro-forma invoice ("Confirmation").
  • Offer Rejection: Equirig informs the Buyer of the Offer Rejection.

    • 2.4.2. Buy Now Order

    Buyers can place binding orders using the "Buy Now" button ("Buy Now Order"). These orders are considered accepted once Equirig receives the full Buyer Payment from the Buyer ("Final Sale Approval"). Equirig will notify you via email with a "Confirmation" for informational purposes.

    2.4.3. Order Confirmation and Cancellation

    Upon receiving the Final Sale Approval, you are obligated to fulfill the order. Failure to do so may result in penalties as outlined in Section 7 (Remedies).

    3. Sales Commission

    3.1. Definitions

  • Buyer Payment: Total payment received by Equirig from the sale of Listed Equipment, as per the invoice sent to the Buyer, including the Selling Price, taxes, and additional fees.
  • Selling Price: The net amount payable to the seller for the Equipment, after deducting Sales Commission and applicable taxes, as subsequently invoiced.

    • 3.2. Commission Structure

    Equirig charges a Sales Commission of seven percent (7%) of the Buyer Payment for each Equipment sold through the Marketplace. The Sales Commission is deducted from the total Buyer Payment before disbursement to you.

    4. Payments

    4.1. Buyer Payment and Security Deposit

    For certain orders, Equirig requires that the Buyer provides a Security Deposit, the amount of which is determined at Equirig's sole discretion. This deposit is applied toward the Buyer Payment. Upon receipt of the Buyer Payment, Equirig will notify you via email ("Final Sale Approval").

    Release of Equipment is contingent upon Equirig receiving the full Buyer Payment. If the Buyer fails to provide the Buyer Payment within fourteen (14) Business Days from the Confirmation ("Collection Period"), Equirig may cancel the order and retain the Security Deposit as a contractual penalty.

    4.2. Invoicing

    Both parties agree and acknowledge that Equirig shall issue a third party pro-forma invoice to the Buyer in the Seller's name. Equirig will be entitled to the collection of the Buyer Payment and transfer of the Selling Price to the Seller; and shall be entitled to obtain any proceeds as necessary to carry out its obligations and exercise its rights hereunder.

    4.3. Payouts

    You hereby grant Equirig the right, in its own name, to enforce your right to payment. You agree that no monies shall be payable to you until paid by the Buyer. Once received by Equirig, any monies due to you, net of any commissions and fees due, shall be be disbursed within fourteen (14) business days after release of the Equipment to the Buyer. The seller must provide accurate bank details via the"Account Details - Seller" section on the Equirig website.

    4.4. Taxes

    For the purposes of these Seller Terms of Service, Equirig shall deduct sales tax from its commission in accordance with the applicable rates prescribed under law.

    4.5. Currency

    All payments under these Terms will be made in the currency of your country as specified in your account details.

    4.6. Pickup and Delivery

  • You must make the Sold Equipment available for transport within ten (10) Business Days after Final Sale Approval, ensuring it is complete with charged batteries, fuel, and keys. Delivery arrangements will be made between you and the Buyer.
  • Default Penalty: If failure to deliver results in order cancellation and Buyer Payment refund, Equirig may charge a default penalty of five percent (5%) of the Authorized Selling Price, payable within ten (10) Business Days upon receipt of a payment request.

    • 4.7. Power of Attorney

    You grant Equirig a limited Power of Attorney to enter into sales contracts, transfer ownership, collect Buyer Payments, and perform necessary actions to facilitate the sale of Equipment on your behalf. This Power of Attorney is granted solely for the purpose of executing the transactions as outlined in these Terms.

    4.8. Transfer of Ownership and Risk of Loss

    Ownership of Sold Equipment, transfers directly from you to the Buyer upon Equirig's receipt of the Buyer Payment and Security Deposit. Risk of loss passes to the Buyer once you fulfill all delivery obligations as per the Buy Now Notice.

    5. Representations, Warranties and Guarantees

    You represent, warrant, and guarantee that:

  • Ownership: You own the Equipment free of any third-party claims, liens, or encumbrances. You have the right to sell the Equipment and that its sale will not violate any laws or agreements.
  • Intellectual Property: The sale and advertising of the Equipment do not infringe upon any third-party intellectual property rights, and you will indemnify Equirig against any claims arising from such infringement.
  • Solvency: You are solvent, financially stable, and not undergoing any insolvency or bankruptcy proceedings.
  • Compliance: The Equipment complies with all applicable legal certifications, safety standards, and regulations in the Seller's country and any jurisdictions where it may be sold.
  • Condition: The Equipment is in good and safe operating condition, and all descriptions and specifications provided are accurate to the best of your knowledge.
  • Disclosure: You have disclosed any major damages, fluid leaks (even minor), hazardous materials, and structural damages related to the Equipment.
  • Preparation for Transport: The Equipment is cleaned, transport-ready, and free from hazardous materials except for normal operating fluids.

    • 6. Further obligations of the Seller

    The Seller agrees to:

  • Shipment Condition: Ensure Equipment is in appropriate condition for shipment. Any repair or cleaning costs due to unacceptable conditions will be your responsibility and may be deducted from the Selling Price.
  • Accuracy of Usage Indicators: Accurately represent usage indicators (e.g., engine hours, kilometers) to reflect true Equipment usage and maintain integrity in listings.
  • Documentation: Provide all necessary user and parts manuals, detailed photographs, and store Equipment in a weather-protected location.
  • Usage Restrictions: Restrict Equipment usage post-Listing solely for loading and shipment purposes.
  • Content Licensing: Grant Equirig the license to use any provided content, images, and videos for advertising the Equipment on the Marketplace and other media without infringing third-party rights.

    • 7. Remedies

    7.1. Indemnification

    You ("Indemnifying Party") agree to indemnify, defend, and hold harmless Equirig, its employees, officers, and contractors ("Indemnified Party") from any and all third-party claims, damages, liabilities, losses, actions, suits, including reasonable attorney fees, arising from:

  • Breach of any warranty, representation, or obligation under these Terms.
  • Claims arising from the sale, delivery, or condition of the Equipment.
  • Violation of any applicable law, regulation, or intellectual property rights.

    • 7.2. Termination for Cause

    Equirig reserves the right to terminate your Listing and this agreement without prior notice if you breach any material provision of these Terms, including failure to fulfill obligations related to delivery, payment, and Equipment representation. Upon termination, Equirig may pursue any available remedies, including penalties as specified in Section 4.6.

    7.3. Limitation of Liability

    Under no circumstances will Equirig be liable for any indirect, incidental, special, or consequential damages arising out of your use of the Marketplace or inability to use it, even if Equirig has been advised of the possibility of such damages. Equirig's total liability to you for any claims arising out of these Terms shall not exceed the total Sales Commission paid to Equirig in the three (3) months preceding the claim.

    8. Non-Circumvention

    The Seller agrees not to contact, not accept any contact from, and to inform Equirig of any contact made by a prospective Buyer or a Buyer (each a "Contact") identified and/or introduced (as applicable) by Equirig via the Marketplace, and shall refrain from taking any action that directly or indirectly leads to a sale to the Contact off the Marketplace without the prior written approval of Equirig (to be provided in its absolute discretion).

    9. Governing Law and Jurisdiction

    These Terms shall be governed by and construed in accordance with the laws of United States of America. Any disputes arising from these Terms will be subject to the exclusive jurisdiction of the courts located in United States of America.

    10. Miscellaneous

    10.1. Severability

    If any provision of these Terms is found to be invalid or unenforceable, such provision will be limited or eliminated to the minimum extent necessary so that the remaining provisions shall remain in full force and effect.

    10.2. Amendments

    Equirig, Inc reserves the right to modify these Terms at any time. Changes will be effective upon posting on the Equirig website. Your continued use of the Marketplace after changes constitutes acceptance of the revised Terms.

    10.3. Entire Agreement

    These Terms constitute the entire agreement between you and Equirig regarding the subject matter hereof and supersede any prior agreements or understandings, whether written or oral.

    10.4. Language

    These Seller Terms are executed in English. In the event of any discrepancy between the English version and any translated version, the English version will prevail.