Petro-Exchange Terms & Conditions of Use 

 

Effective Date: July 15, 2025 

Last Updated: June 3, 2026  

 

These Petro-Exchange Terms and Conditions of Use, together with all policies, terms, conditions, and documents incorporated by reference herein (collectively, the "Agreement") are a legal agreement between you, either individually or on behalf of the company, organization, or other legal entity you represent, and Petro-Exchange, LLC (“Petro-Exchange,” “we,” “our,” or “us”). This Agreement governs your access to and use of the Petro-Exchange website located at www.petro-exchange.com and all associated websites, webpages, subdomains, mobile sites, mobile applications, online marketplace functionality, platform tools, listings, transaction services, and related services owned, operated, or made available by or on behalf of Petro-Exchange (collectively, the "Site").  

 

Please carefully read and review this Agreement before accessing or using the Site or engaging in any Platform Activity (as defined in Section 1 below), as it constitutes a legal agreement between you and Petro-Exchange. By accessing or using the Site or otherwise engaging in any Platform Activity, you affirm that you have read and understand, and agree to be bound, by this Agreement. If you engage in any Platform Activity on behalf of a company, organization, or other legal entity, you represent and warrant that you have full legal authority to bind that entity to this Agreement, and both you and that entity will be bound by this Agreement. 

 

BY ACCESSING OR USING ANY PORTION OF THIS SITE OR OTHERWISE ENGAGING IN ANY PLATFORM ACTIVITY, YOU AFFIRM, REPRESENT, AND WARRANT THAT YOU HAVE READ, UNDERSTAND, ACCEPT, AND AGREE TO BE BOUND BY THIS AGREEMENT, AND THAT YOU HAVE THE RIGHT, POWER, AUTHORITY, AND CAPACITY TO ACCEPT AND AGREE TO ALL TERMS AND CONDITIONS HEREOF ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT IN CONNECTION WITH SUCH ACCESS, USE, OR PLATFORM ACTIVITY.  

 

IF YOU DO NOT ACCEPT AND AGREE TO THIS AGREEMENT IN ITS ENTIRETY, OR IF YOU DO NOT HAVE THE RIGHT, POWER, AUTHORITY, OR CAPACITY TO ACCEPT AND AGREE TO THIS AGREEMENT ON YOUR OWN BEHALF OR ON BEHALF OF THE ENTITY FOR WHICH YOU ARE ENGAGING IN ANY PLATFORM ACTIVITY, YOU MAY NOT ACCESS OR USE THE SITE IN ANY MANNER OR PARTICIPATE IN ANY TRANSACTION THROUGH OR IN CONNECTION WITH THE SITE, AND YOU MUST IMMEDIATELY CEASE ALL PLATFORM ACTIVITY.  

 

1. Definitions  

 

As used in this Agreement, the following capitalized terms have the meanings set forth below. Other capitalized terms may be defined elsewhere in this Agreement and, in such event, shall have the meanings given to them in the applicable provision. 

• “Asset” or “Assets” means any product, material, equipment, goods, inventory, or other item listed, marketed, offered, purchased, sold, or otherwise made available through or in connection with the Site. 

• “Buyer” means any User who bids on, offers to purchase, purchases, or otherwise seeks to acquire any Asset through or in connection with the Site. 

• “Listing” means any posting, description, offer page, auction page, sales page, product page, or other presentation of any Asset made available through or in connection with the Site. 

• “Listing Contract” means the contract formed between a Buyer and a Seller when a Seller accepts a Buyer’s bid, offer, or order for Assets through or in connection with the Site, subject to this Agreement and any applicable Listing terms. 

• “Listing Data” means Listing information, Asset descriptions, pricing information, bid and offer information, Transaction information, market data, platform data, compilations, analytics, and other data or information displayed, generated, collected, compiled, or made available by or through the Site, excluding User Content to the extent such User Content is owned by a User. 

• “Platform Activity” means accessing or using the Site, registering for an account, creating or managing a Listing, submitting or accepting a bid or offer, purchasing or selling any Asset, communicating with another User, or otherwise participating in any Transaction through or in connection with the Site. 

• “Seller” means any User who lists, markets, offers for sale, sells, or otherwise makes any Asset available through or in connection with the Site. 

• “Seller Content” means User Content provided by or on behalf of a Seller. 

• “Transaction” means any listing, bid, offer, purchase, sale, payment, settlement, shipment, delivery, inspection, review period, return, refund, dispute, or other transaction-related activity conducted through or in connection with the Site. 

• “Trustap” means Trustap.com and its affiliated or related entities, as applicable, in its capacity as a third-party escrow-style transaction management, payment protection, and transaction-support service provider. 

• “Trustap Services” means the transaction-management, payment-processing, payment-hold, release, buyer-protection, seller-protection, review-period, refund, return, and dispute-support services made available by or through Trustap. 

• “User,” “you,” or “your” means any individual or entity that accesses or uses the Site or engages in any Platform Activity, including any Buyer, Seller, account holder, main account holder, sub-user, employee, agent, representative, or other person acting for or on behalf of a User. 

• “User Content” means any Listing, description, image, photograph, video, trademark, trade name, product information, safety data sheet, product data sheet, certificate of analysis, specification, document, message, communication, feedback, data, file, material, or other content submitted, uploaded, posted, transmitted, provided, or otherwise made available by or on behalf of a User through or in connection with the Site, any Listing, or any Transaction. User Content excludes Listing Data to the extent owned, generated, compiled, aggregated, or created by Petro-Exchange independent of such User Content. 

 

2. Marketplace Role 

 

Petro-Exchange operates an online marketplace platform through which registered Users may list, market, bid on, purchase, and sell eligible Assets, subject to this Agreement. Petro-Exchange provides the Site and related platform functionality to facilitate Transactions between Buyers and Sellers. Except to the extent expressly stated otherwise in a separate written agreement signed by Petro-Exchange, Petro-Exchange does not own, possess, manufacture, inspect, test, certify, package, label, store, ship, transport, insure, or take title to any Asset listed, offered, purchased, sold, or otherwise made available through the Site. 

 

The Seller identified in the applicable Listing or Listing Contract is the seller of the Assets offered or sold in that Transaction and is solely responsible for the Assets, the accuracy of the Listing, the Seller’s right and authority to sell the Assets, and the Seller’s performance of its obligations to the Buyer. Petro-Exchange’s operation of the Site, facilitation of a Transaction, collection or facilitation of fees or taxes, use of third-party transaction-management services, or involvement in communications, review periods, disputes, returns, refunds, or other Transaction-related support does not make Petro-Exchange the seller, owner, shipper, carrier, inspector, certifier, guarantor, insurer, or warrantor of any Asset, except to the extent such responsibility cannot be disclaimed under applicable law. 

 

3. Third-Party Transaction Services; Trustap 

 

Petro-Exchange uses Trustap to support certain Transaction-related functions, which may include payment processing, transaction holds, buyer and seller protection features, transaction release mechanics, review-period procedures, refund processing, return-related payment support, and dispute-management support. Trustap is an independent third-party service provider and is not Petro-Exchange’s agent, employee, partner, joint venturer, legal representative, or formal escrow agent.  

 

By engaging in any Platform Activity, you acknowledge and agree that certain Transaction-related functions may be provided by or through Trustap, and your use of the Trustap Services may be subject to and governed by Trustap’s then-current terms of service, privacy policy, and any other applicable Trustap terms and policies (collectively “Trustap Terms”). You are responsible for reviewing and complying with the Trustap Terms, including Trustap’s Terms of Service available at https://www.trustap.com/terms/. Any updates or modifications made by Trustap to the Trustap Terms shall apply to your use of the Trustap Services without further notice from us.  

 

To the extent the Trustap Terms apply to the Trustap Services, those terms and policies govern your use of the Trustap Services. To the extent this Agreement governs your access to or use of the Site, any Listing, any purchase or sale of Assets, any relationship between Petro-Exchange and a User, any User obligation to Petro-Exchange, or any dispute involving Petro-Exchange, this Agreement controls. 

 

Unless expressly agreed otherwise in writing by Petro-Exchange, Trustap is not responsible for determining, calculating, collecting, reporting, filing, or remitting any U.S. sales, use, marketplace-facilitator, or similar taxes arising from any Transaction. Trustap’s processing, holding, release, or tracking of funds, taxes, fees, commissions, or other Transaction amounts does not make Trustap the seller of any Asset or relieve any Buyer, Seller, or Petro-Exchange of any tax, payment, reporting, or compliance responsibility imposed by applicable law. 

 

4. Eligibility 

 

You may register for, access, and use the Site only if you are at least eighteen (18) years old, are located and reside in the United States, have the legal capacity and authority to enter into this Agreement, and are not prohibited from using the Site under this Agreement or applicable law. By engaging in any Platform Activity, you represent and warrant that you meet these eligibility requirements. Petro-Exchange may refuse registration, suspend access, restrict account privileges, or terminate any account if Petro-Exchange determines, in its sole discretion, that a User is ineligible, has provided inaccurate or incomplete information, presents a legal or compliance risk, or has otherwise violated this Agreement. 

 

5. Registration & Account   

 

Each User must provide true, accurate, current, and complete registration and account information and must promptly update such information as needed to keep it accurate and complete. Each User is solely responsible for maintaining the confidentiality and security of its account credentials and for all Platform Activity conducted through or under its account, whether or not authorized by the User. Petro-Exchange will not be liable for any loss or damage arising from any User’s failure to safeguard account credentials or from any unauthorized access to or use of a User’s account. 

 

If the Site permits a main account holder to create, authorize, or manage sub-users, the main account holder is solely responsible for assigning, monitoring, modifying, and revoking sub-user access and permissions. Any Listing, bid, offer, purchase, sale, communication, approval, authorization, or other Platform Activity conducted by a sub-user or through the account will be deemed authorized by and binding on the main account holder and the entity associated with the account. 

 

6. Listing & Purchasing Guidelines  

 

All Listings must be accurate, clear, complete, and not misleading. Each Seller is solely responsible for its Listings and must have the full right, title, authority, licenses, permits, and approvals necessary to list and sell the applicable Assets. Sellers must accurately describe the Assets, disclose known defects, damages, irregularities, restrictions, and special requirements, provide or identify any required or available product, safety, regulatory, shipping, or other documentation applicable to the Assets, and must deliver or make available the Assets in accordance with the applicable Listing, Listing Contract, this Agreement, and applicable law upon successful transaction completion.  

 

Each Buyer is solely responsible for reviewing the applicable Listing, any Seller terms, and all available information regarding the Assets before submitting any bid, offer, or order. By submitting a bid, offer, or order, the Buyer agrees to pay all amounts due if the bid, offer, or order is accepted, including the purchase price, applicable taxes, Trustap fees, Petro-Exchange fees, shipping or removal costs, and any other amounts required by the Listing, this Agreement, or applicable law.  

 

Petro-Exchange may, in its sole discretion, remove or modify Listings, reject, suspend, or cancel Transactions, require additional information or documentation, restrict account privileges, or take any other action Petro-Exchange determines is necessary or appropriate to protect Users, Petro-Exchange, the Site, legal compliance, or platform integrity. Petro-Exchange has no obligation to verify any Listing or User-provided information and does not assume responsibility for the accuracy, completeness, legality, condition, quality, safety, compliance, or suitability of any Asset or Listing. 

 

7. Prohibited & Restricted Items  

 

A User shall not list, market, offer, purchase, sell, transfer, or otherwise make available through the Site any Asset that is illegal to sell, purchase, possess, transport, ship, use, or transfer under applicable law. Without limiting the foregoing, prohibited Assets include counterfeit, stolen, recalled, mislabeled, adulterated, or fraudulently described items; items produced, manufactured, packaged, or transported in violation of applicable labor, trade, sanctions, import, export, environmental, safety, or labeling laws; firearms, ammunition, explosives, radioactive materials, hazardous waste, illegal drugs, prescription drugs, controlled substances, DEA-controlled or scheduled chemicals, pesticides, regulated tobacco products, alcohol, securities, government-issued identification documents, personal consumer information, and any other items Petro-Exchange prohibits or restricts from time to time. 

 

Certain Assets, including petroleum, chemical, industrial, hazardous, flammable, corrosive, reactive, toxic, regulated, or DOT-regulated products or materials, may be listed, purchased, sold, shipped, transported, stored, handled, or used only if the applicable User has all required rights, licenses, permits, registrations, approvals, documentation, packaging, labeling, placarding, shipping papers, safety data sheets, product data sheets, certificates of analysis, and other materials required by applicable law or reasonably requested by Petro-Exchange. Each User is solely responsible for determining whether an Asset is prohibited, restricted, regulated, or subject to special requirements. 

 

Petro-Exchange may, in its sole discretion, reject, remove, modify, suspend, or cancel any Listing or Transaction; require additional information, documentation, or certifications; restrict or terminate any account; or take any other action Petro-Exchange determines is necessary or appropriate to address prohibited, restricted, regulated, unsafe, noncompliant, or potentially unlawful Assets or Platform Activity. Petro-Exchange’s approval, posting, or failure to remove any Listing does not constitute a determination that the Asset or Transaction is lawful, compliant, safe, properly described, or permitted under this Agreement. 

 

8. Defense and Indemnity  

 

Each User agrees to defend, indemnify, and hold harmless Petro-Exchange, its affiliates and related entities, and its and their respective shareholders, members, directors, officers, employees, agents, representatives, service providers, successors, and assigns (collectively, the “Petro-Exchange Indemnified Parties”) from and against any and all damages, claims, demands, suits, actions, proceedings, liabilities, losses, costs and expenses, including reasonable attorneys’ fees and costs (collectively “Claims”), arising out of or relating to: (i) such User’s breach of this Agreement; (ii) such User’s Platform Activity; (iii) any Listing, Asset, Transaction, shipment, delivery, removal, handling, storage, use, resale, return, refund, or dispute involving such User; (iv) such User’s violation of any applicable law, rule, regulation or court order; (v) such User’s violation of the rights of any third party; (vi) any taxes, fees, duties, fines, penalties, or regulatory obligations for which such User is responsible; or (vii) such User’s negligence, willful misconduct, fraud, misrepresentation, or omission. This indemnity does not apply to Claims caused by Petro-Exchange’s gross negligence or willful misconduct.  

 

Petro-Exchange reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by a User, in which event the User will cooperate with Petro-Exchange in asserting any available defense. 

 

9. Compliance; Sanctions; Anti-Corruption  

 

Each User represents, warrants, and agrees that it will comply with all applicable laws (including, without limitation, the U.S. Foreign Corrupt Practices Act and any anti-money laundering laws, anti-terrorism laws, anti-bribery laws, and anti-corruption laws), rules, regulations, orders, sanctions, import and export controls in connection with any Platform Activity, Listing, Asset, Transaction, shipment, delivery, removal, use, resale, or other activity involving the Site.  

 

Each User further represents and warrants that neither it nor, to its knowledge, any of its owners, officers, directors, employees, agents, representatives, or affiliates is: (a) the subject or target of any sanctions administered or enforced by the U.S. government, including the U.S. Department of the Treasury’s Office of Foreign Assets Control; (b) located, organized, or resident in any country or territory subject to comprehensive U.S. sanctions; or (c) using the Site to facilitate the transfer of criminally derived property, promote illegal activity, evade sanctions, or make or receive any unlawful payment. 

 

Petro-Exchange may request information, documentation, certifications, or other verification from any User to support compliance with this Section. Petro-Exchange may reject, suspend, cancel, restrict, or terminate any Listing, Transaction, account, or Platform Activity if Petro-Exchange determines, in its sole discretion, that a User, Asset, Transaction, or Platform Activity may violate this Section or otherwise present a legal, regulatory, sanctions, fraud, or compliance risk. 

 

10. Taxes  

 

Petro-Exchange may use Avalara, Inc. (“Avalara”) or other third-party tax service providers to support sales and use tax calculation, exemption certificate processing and validation, filing, remittance, and related tax compliance functions for Transactions involving the sale or purchase of Assets through the Site. Petro-Exchange may calculate, collect, and remit applicable sales, use, marketplace-facilitator, or similar taxes on Transactions where Petro-Exchange determines such collection or remittance is required or appropriate under applicable law, including in Iowa, participating Streamlined Sales Tax states, states with similar tax-compliance programs, and any other jurisdiction in which Petro-Exchange is registered, required, or determines it is appropriate to collect or remit taxes. Taxes may be calculated based on information provided by Users and other Transaction details, including the Asset location, Seller location, Buyer location, pickup location, ship-to address, delivery location, exemption status, and any other information required to determine applicable tax treatment. 

 

Avalara’s or any other tax service provider’s services apply to sales and use tax compliance for Transactions involving Assets and do not necessarily apply to Petro-Exchange listing fees, advertising fees, commissions, Trustap fees, or other platform, service, or non-Asset charges, which remain payable as provided in this Agreement or the applicable Listing, invoice, or fee schedule.  

 

All purchases are made net of taxes, fees, duties, and similar governmental charges, except to the extent such amounts are expressly collected at checkout. Buyers are responsible for all applicable sales, use, excise, value-added, and similar taxes, fees, duties, and charges arising from or relating to any Transaction, except to the extent Petro-Exchange is required by applicable law to collect and remit such amounts. Buyers remain responsible for any applicable taxes, fees, duties, or similar charges that are not collected at checkout, are later determined to be due, or are omitted or under-collected for any reason, except to the extent such responsibility may not be imposed on the Buyer under applicable law. 

 

Buyers claiming a tax exemption must provide valid and complete exemption documentation in the manner required by Petro-Exchange or its tax service provider before the applicable Transaction is completed. Petro-Exchange is not obligated to apply an exemption retroactively or refund tax due to late, incomplete, inaccurate, expired, or unverifiable exemption documentation, except to the extent required by applicable law.  

 

In the event of a cancellation, return, refund, or partial refund, any refund of taxes will be handled in accordance with applicable law, Petro-Exchange’s tax records, and the functionality and requirements of Petro-Exchange’s tax service providers and transaction service providers. Sales tax collected on a Transaction is not revenue of Petro-Exchange, the Seller, or Trustap and must either be remitted to the applicable taxing authority or refunded to the Buyer to the extent required by applicable law. 

 

Petro-Exchange is not a tax consultant and does not provide tax, legal, accounting, or financial advice. Users are responsible for consulting with their own tax advisors regarding their specific tax situations and the tax consequences of any Listing, purchase, sale, shipment, return, refund, or other Transaction.  

 

11. Term; Suspension; Termination  

 

This Agreement is effective when you first access or use the Site or otherwise engage in any Platform Activity and continues until terminated. You may stop using the Site at any time. Petro-Exchange may suspend, restrict, or terminate your account, access to the Site, or ability to engage in Platform Activity at any time, with or without notice, if Petro-Exchange determines, in its sole discretion, that you have violated this Agreement, provided inaccurate or incomplete information, failed to pay any amount when due, created legal, regulatory, tax, payment, fraud, safety, or compliance risk, or otherwise engaged in activity that may harm Petro-Exchange, another User, the Site, or platform integrity.  

 

Termination or suspension does not relieve any User of obligations arising before termination or suspension, including payment obligations, completion of pending Transactions, cooperation with disputes, return or refund obligations, tax obligations, indemnity obligations, or any other obligations that by their nature should survive termination. Petro-Exchange may retain records and continue to exercise any rights or remedies available under this Agreement, at law, or in equity. 

 

12. No Simultaneous Listings or Circumvention  

 

Users may not: (i) list, market, offer, or sell the same Asset on the Site and on another marketplace, website, platform, auction, sales channel, or direct-sale process simultaneously, unless Petro-Exchange approves otherwise in writing, (ii) circumvent or attempt to circumvent the Site, Trustap, Petro-Exchange fees, Trustap fees, tax collection, payment processing, review-period procedures, dispute procedures, or any other Transaction process established by Petro-Exchange, or (iii) use information obtained through the Site to solicit, negotiate, arrange, or complete any transaction outside the Site. 

 

Any violation of this Section may result in cancellation of the applicable Listing or Transaction, suspension or termination of the User’s account, liability for any fees or amounts that would have been payable had the Transaction been completed through the Site, and any other rights or remedies available to Petro-Exchange under this Agreement, at law, or in equity.  

 

13. Communication; Notices; Listing Promotion  

 

Each User consents to electronic communications from Petro-Exchange, including notices, agreements, disclosures, account communications, Transaction communications, invoices, receipts, confirmations, updates, and other information relating to the Site, this Agreement, or any Platform Activity. Each User agrees that electronic communications satisfy any legal requirement that such communications be in writing to the fullest extent permitted by applicable law, including the Electronic Signatures in Global and National Commerce Act (ESIGN) and any applicable state electronic-signature laws. Notices to Petro-Exchange shall be addressed to Petro-Exchange customer service at the contact information made available on the Site, unless this Agreement or Petro-Exchange expressly requires a different method or address. Notices to a User may be provided by email, through the User’s account, by posting on the Site, or by any other method permitted by applicable law. Users are responsible for maintaining current and accurate contact information in their accounts. Sellers grant Petro-Exchange the right to promote their Listings, including by displaying, reproducing, distributing, and using Listing information, images, descriptions, trademarks, trade names, and related content provided by or on behalf of Seller, unless otherwise agreed by Petro-Exchange.  

 

14. Restrictions on Use of Services  

 

No User may access or use the Site or engage in any Platform Activity to:  

 

• violate any applicable law, rule, regulation, order, permit, license, or third-party right;  

• submit, upload, post, email, transmit or otherwise make available any content, information, or material that is false, inaccurate, misleading, unlawful, infringing, fraudulent, illegal, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful or otherwise objectionable;  

• impersonate any person or entity or misrepresent any affiliation, authority, identity, Asset, Listing, Transaction, or User information; 

• transmit unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, commercial electronic messages or any other form of solicitation;  

• transmit malware, viruses, or any other code, files, programs or devices designed or intended to interrupt, destroy, or limit the functionality of the Site or any related system, or other disruptive or destructive content; 

• interfere with, disrupt, damage, disable, overburden, or impair the Site or any related systems, networks, accounts, security features, or Transaction processes;  

• access or use any account, data, system, or portion of the Site without authorization; 

• scrape, crawl, harvest, copy, monitor, or use automated means to access the Site or collect data except as expressly authorized by Petro-Exchange in writing; 

• reverse engineer, decompile, disassemble, modify, copy, frame, mirror, or create derivative works from any portion of the Site except as expressly permitted by Petro-Exchange in writing; 

• use the Site or any information obtained through the Site to develop, market, or provide any product, service, platform, or marketplace that competes with Petro-Exchange; or 

• otherwise use the Site in any manner that Petro-Exchange determines, in its sole discretion, may harm Petro-Exchange, another User, the Site, any Transaction, or platform integrity. 

 

Petro-Exchange may investigate any suspected violation of this Section and may suspend, restrict, or terminate access to the Site, remove content, cancel Listings or Transactions, cooperate with law enforcement or governmental authorities, and exercise any other rights or remedies available under this Agreement, at law, or in equity. 

 

15. Intellectual Property, Trademark, Copyright, User Content & Third Party Content Rights  

 

A. Trademarks, Copyright and Publicity 

  
Petro-Exchange’s names, trade names, domain names, trademarks, service marks, logos, slogans, trade dress, designs, and other source-identifying or proprietary indicia, including “Petro-Exchange,” “Petro-Exchange.com,” and any related names, marks, or logos, whether registered or unregistered, are the property of Petro-Exchange or its licensors (collectively, the “Petro-Exchange Marks”). No User may display, use, reproduce, register, attempt to register, advertise, market, promote, modify, imitate, or create derivative works based on any Petro-Exchange Mark without Petro-Exchange’s express prior written permission, which Petro-Exchange may grant, condition, withhold, or revoke in its sole discretion. 

 

Without limiting the foregoing, no User may use any Petro-Exchange Mark in any Listing, advertisement, website, domain name, social media account, keyword, metatag, press release, marketing material, public statement, trade name, company name, product name, or other commercial or public-facing manner except as expressly authorized by Petro-Exchange in writing. Any authorized use of the Petro-Exchange Marks must comply with Petro-Exchange’s instructions and quality-control requirements and will inure solely to the benefit of Petro-Exchange. 

 

No User may state or imply that Petro-Exchange sponsors, endorses, approves, guarantees, certifies, or is affiliated with any User, Asset, Listing, Transaction, product, service, or business except as expressly authorized by Petro-Exchange in writing. Upon Petro-Exchange’s request, a User must immediately stop any use of the Petro-Exchange Marks or any confusingly similar name, mark, logo, or other indicia. 

 

B. Petro-Exchange’s Ownership of Intellectual Property Related to Our Services and Site 

 
You acknowledge and agree that the Site, including, without limitation, all applications, tools, software, platform functionality, interfaces, databases, Listing Data, text, graphics, designs, logos, icons, images, audio, video, content, features, source code, object code, algorithms, workflows, processes, compilations, selection and arrangement, and other materials made available by or through the Site, contains proprietary and confidential information owned by Petro-Exchange, its affiliates, or its licensors and is protected by copyright, trademark, trade secret, patent, and other intellectual property and proprietary rights and laws.  

 

Except as expressly permitted in this Agreement or otherwise authorized by Petro-Exchange in writing, no User is granted any right, title, interest, license, or other permission in or to the Site, Petro-Exchange Marks, Listing Data, or any other Petro-Exchange intellectual property. Petro-Exchange and its licensors reserve all rights not expressly granted in this Agreement. No rights are granted by implication, estoppel, waiver, course of dealing, or otherwise. 

 

C. Listing Data 

 
You agree that you will not:  (i) record, store, duplicate, reproduce, rebroadcast, sell, resell, license, sublicense, distribute, publish, commercially exploit, or otherwise use any Listing Data made available to you through or in connection with the Site, except as necessary for your permitted Platform Activity under this Agreement;  (ii) frame or utilize any framing technique to enclose any Listing Data;  (iii) decompile, decode, disassemble, reverse engineer, reverse assemble or otherwise attempt to discover any source code or the architectural framework for any software within or associated with the Site; or  (iv) access or use the Site or any Listing Data for purposes of developing, marketing, selling or distributing any product or service that competes with or includes features substantially similar to any products or services offered by Petro-Exchange.  

 

Notwithstanding the foregoing, a User may retain copies of its own Listings, communications, invoices, Transaction records, and related documentation for its internal business, tax, legal, accounting, and compliance purposes. We own all right, title, and interest in, or have a valid license in, all Listing Data, including the selection, coordination, arrangement, compilation, aggregation, and presentation of Listing Data on the Site. Nothing in this Agreement transfers to any User any right, title, or interest in or to Listing Data, except for the limited right to access and use Listing Data as expressly permitted by this Agreement.  

 

D. Ownership of Intellectual Property in Assets 

 

You acknowledge that any software, documentation, trademarks, trade names, labels, patents, copyrights, trade secrets, technical data, know-how, product data, safety data, or other intellectual property rights appurtenant to an Asset may not be the property of the Seller or capable of transfer by the Seller unless expressly stated in a Listing or Listing Contract. Neither the Seller nor Petro-Exchange is in any way authorizing the use by you of such software or intellectual property rights, and any use of such software or exploitation of such intellectual property rights shall be at your sole risk. No Listing, Listing Contract, Transaction, or purchase of an Asset will be deemed to transfer or license any intellectual property rights associated with the Asset except to the extent expressly stated in the applicable Listing Contract or otherwise required by applicable law. 

 

E. Copyright, Trademark & Intellectual Property Policy 

 

We respect the intellectual property and proprietary rights of others and expect our Users to do the same. We respond to notices of alleged copyright, trademark, or other intellectual property infringement or misappropriation and may remove or disable access to any Listing, User Content, or other material that we believe may infringe, misappropriate, or otherwise violate any intellectual property or proprietary right. We may also suspend or terminate the account or Site access of any User who we believe has infringed, misappropriated, or otherwise violated the rights of Petro-Exchange or any third party. If you believe that your copyrights, trademarks, or other intellectual property rights have been infringed by any Listing, User Content, or other material made available through the Site, you should contact Petro-Exchange at the contact information made available on the Site and provide the following information: (i) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright, trademark, or other intellectual property interest;  
(ii) a description of the copyrighted work, trademark, or other intellectual property that you claim has been infringed;  (iii) a description of where the material that you claim is infringing is located on the Site; (iv) your address, telephone number, and email address; (v) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright, trademark, or intellectual property owner, its agent, or the law; and  
(vi) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright, trademark, or intellectual property owner or authorized to act on the copyright, trademark, or intellectual property owner’s behalf.  

 

Petro-Exchange may request additional information before taking action and may forward any notice, related correspondence, or relevant information to the User who posted or provided the material, to third-party service providers, or to other persons as Petro-Exchange determines is reasonably necessary or appropriate.  

Sellers must respect and comply with all manufacturer, brand owner, and other third-party trademarks, copyrights, and other intellectual property rights. Sellers may not list, market, offer, or sell any Asset in a manner that infringes upon, misuses, misappropriates, or misrepresents any manufacturer’s, brand owner’s, or other third party’s copyright, trademark, brand identity, or other intellectual property or proprietary rights.  

 

F. Seller Content 

 
To ensure that a Seller is giving potential Buyers an accurate description of its Assets, and to ensure that a Seller is not infringing on anyone else’s content rights, Sellers must write their own descriptions and use their own images, unless the Seller has all rights, licenses, consents, and permissions necessary to use any third-party descriptions, images, trademarks, trade names, product information, or other content. All relevant Listings should have available product data sheets and safety data sheets, and certificates of analysis upon Buyer request or as otherwise required by applicable law, the Listing, this Agreement, or Petro-Exchange.  

 

Each Seller is solely responsible for all Seller Content. Each Seller represents and warrants that its Seller Content is accurate, complete, not misleading, and does not infringe, misappropriate, or otherwise violate any third-party intellectual property, privacy, publicity, confidentiality, contractual, or other proprietary right. 

 

Seller grants Petro-Exchange a worldwide, royalty-free, nonexclusive, transferable, sublicensable license to host, store, reproduce, display, distribute, modify, format, publish, promote, and otherwise use Seller Content as reasonably necessary or appropriate to operate, provide, maintain, market, and promote the Site, Listings, Transactions, and Petro-Exchange’s services. 

 

G. Disclaimer of Third-Party Content  

 

While we may provide links to third-party websites, applications, platforms, services, tools, documents, content, or resources through or in connection with the Site, they are provided to you solely for informational, convenience, or Transaction-support purposes. You agree that we are not responsible or liable for: (a) the availability or accuracy of such third-party websites, applications, platforms, services, tools, documents, content, or resources;  
(b) the content, advertising, products, services, information, tools, or materials on or available from such third parties; or (c) the privacy policies and data collection, use, disclosure, security, or retention practices of such third parties. The inclusion of any link, integration, reference, or access point on the Site does not imply that we endorse, control, guarantee, or are responsible for the linked site or third-party service, content, or resource. For the avoidance of doubt, third-party websites, applications, platforms, services, tools, documents, content, and resources, including those of Trustap, Avalara, payment processors, carriers, or other service providers, are not part of the Site and are not owned or controlled by Petro-Exchange, even if linked to, integrated with, or accessible from the Site. You use such links, integrations, services, content, and resources solely at your own risk and subject to the applicable third party’s terms and policies.  

 

H. Feedback 

 

If a User submits or provides any comments, suggestions, ideas, improvements, requests, recommendations, or other feedback regarding the Site, Petro-Exchange’s services, Listings, Transactions, or any related features or functionality (“Feedback”), such Feedback will be deemed non-confidential and provided voluntarily. Petro-Exchange may use, reproduce, modify, implement, disclose, and otherwise exploit any Feedback for any purpose without restriction, compensation, attribution, or obligation to the User. 

 

16. Disclaimer of Site and Services; Limitation of Liability 

 

THE SITE, LISTING DATA, USER CONTENT, PLATFORM FUNCTIONALITY, TRANSACTION TOOLS, COMMUNICATION TOOLS, THIRD-PARTY INTEGRATIONS, AND ALL OTHER CONTENT, INFORMATION, MATERIALS, PRODUCTS, AND SERVICES MADE AVAILABLE BY OR THROUGH THE SITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PETRO-EXCHANGE DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, AVAILABILITY, SECURITY, RELIABILITY, PERFORMANCE, AND COURSE OF DEALING OR USAGE OF TRADE. 

 

PETRO-EXCHANGE DOES NOT WARRANT THAT THE SITE OR ANY CONTENT, LISTING DATA, USER CONTENT, TRANSACTION TOOLS, TRUSTAP SERVICES, AVALARA SERVICES, PAYMENT PROCESSING, TAX CALCULATIONS, THIRD-PARTY SERVICES, OR OTHER SERVICES OR MATERIALS MADE AVAILABLE THROUGH OR IN CONNECTION WITH THE SITE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, CURRENT, COMPLETE, ACCURATE, RELIABLE, OR SUITABLE FOR ANY USER’S NEEDS OR INTENDED PURPOSE. PETRO-EXCHANGE IS NOT RESPONSIBLE FOR ANY USER CONTENT, LISTING DATA PROVIDED BY USERS, USER CONDUCT, THIRD-PARTY SERVICES, PAYMENT PROCESSOR ACTIONS OR OMISSIONS, TAX SERVICE PROVIDER ACTIONS OR OMISSIONS, CARRIER ACTIONS OR OMISSIONS, OR ANY INTERRUPTION, DELAY, ERROR, FAILURE, OR UNAVAILABILITY OF THE SITE OR ANY THIRD-PARTY SERVICE. 

 

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PETRO-EXCHANGE AND THE PETRO-EXCHANGE INDEMNIFIED PARTIES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE, OR ENHANCED DAMAGES, LOST PROFITS, LOST REVENUE, LOST DATA, BUSINESS INTERRUPTION, LOSS OF GOODWILL, COST OF SUBSTITUTE GOODS OR SERVICES, OR CLAIMS OF THIRD PARTIES ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE SITE, ANY PLATFORM ACTIVITY, ANY LISTING, ANY TRANSACTION, ANY USER CONTENT, ANY LISTING DATA, OR ANY THIRD-PARTY SERVICE, EVEN IF PETRO-EXCHANGE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 

 

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PETRO-EXCHANGE’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE SITE, ANY PLATFORM ACTIVITY, ANY LISTING, ANY TRANSACTION, ANY USER CONTENT, ANY LISTING DATA, OR ANY THIRD-PARTY SERVICE WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS ACTUALLY PAID BY THE USER TO PETRO-EXCHANGE, EXCLUDING AMOUNTS PAID TO SELLERS, TAXES, TRUSTAP FEES, SHIPPING CHARGES, AND THIRD-PARTY CHARGES, DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100). THIS LIMITATION IS CUMULATIVE AND WILL NOT BE INCREASED BY THE EXISTENCE OF MORE THAN ONE CLAIM OR INCIDENT. 

 

17. Miscellaneous  

 

Severability. If any provision of this Agreement is held to be invalid, void, or for any reason unenforceable, such provision will be struck and will not affect the validity and enforceability of the remaining provisions.  

 

Assignability. In our sole discretion, we may assign User’s account and this Agreement, in whole or in part, without notice or consent, including, without limitation, to any purchaser(s) of any of our Marketplaces or all or a portion of our business or otherwise in connection with a merger, acquisition, reorganization, sale of assets, change of control, or transfer of the Site or Petro-Exchange’s business. Users may not assign this Agreement, any rights or obligations under this Agreement, or their account without our prior written consent, unless such assignment is undertaken as a sale of all or substantially all User’s assets and provided that such User provides our customer service with prior written notice of the assignment, the name and address of the assignee, a copy of the legal instrument assigning the contract and the effective date of the assignment.  

 

Amendments. We may amend this Agreement (including any document incorporated herein by reference) at any time by posting an amended Agreement with its effective date on our Site. Such effective date shall be no less than thirty (30) days from the date of posting or providing notice. Our right to amend this Agreement includes the right to modify, add to, or remove terms in this Agreement. Unless otherwise specified, all amended terms will automatically be effective thirty (30) days from the date of posting on our Site. A User’s continued use of our Site thirty (30) days after our posting of any amended Agreement will constitute such User’s acknowledgement and acceptance of such changes and continued assent to the terms and conditions of this Agreement, as updated or amended at that time. User will not receive any other notice of a change in this Agreement outside of the posting of the amended Agreement on our Site. It is your responsibility to review the Agreement periodically to ensure that you are aware of any changes. You should review this Agreement frequently to ensure that you understand the terms and conditions that apply when you access and use the Site. IF AT ANY TIME YOU FIND THE TERMS AND CONDITIONS UNACCEPTABLE OR IF YOU DO NOT AGREE TO ANY CHANGES MADE TO THIS AGREEMENT, YOU MUST IMMEDIATELY STOP ACCESSING AND/OR USING THE SITE. 

 

Choice of Language. It is the express wish of the parties that this Agreement and all related documents be drawn up in English. No translation of this Agreement or any related documents into any language other than English shall be considered in the interpretation thereof and in the event that any translation of this Agreement is in conflict with the English language version, the English version shall govern. 

 

Construction and Interpretation. All terms defined in the singular form will include the plural and vice versa, and the word “including” will not be construed as limiting the immediately preceding general term, statement, or phrase. Unless otherwise stated, all sections referred to herein are sections of this Agreement. The headings used in this Agreement are inserted for convenience only and are not intended to interpret, define, or limit the scope or content hereof or any provision hereof. 

 

Governing Law. Each User agrees that, except to the extent inconsistent with or preempted by federal law, the laws of the State of Iowa, USA (without regard to principles of conflict of laws), will govern this Agreement and any claim or dispute that has arisen or may arise between Petro-Exchange and a User. Any dispute arising under this Agreement will be litigated exclusively in the state courts located in Des Moines County, Iowa, and User agrees not to contest the personal jurisdiction of those courts.  

 

Remedies. You assume liability for all damages, liabilities, claims, losses, costs, and expenses arising from any breach of this Agreement by you, any person or entity you represent, or any person or entity acting for or on your behalf. You agree that any breach or threatened breach of this Agreement will result in irreparable injury to Petro-Exchange, for which monetary damages are an inadequate remedy, and agree (i) to take all reasonable measures, including, but not limited to court proceedings, at your own expense to prevent any such breach or threatened breach, and (ii) that Petro-Exchange shall be entitled to temporary and permanent injunctions restraining such breach or threatened breach without posting a bond. 

 

California Users. If User is a California resident, User may report, in accordance with Cal. Civ. Code §1789.3, any complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by tel. at (800) 952-5210.  

 

Waiver. Our failure to exercise or enforce any right or provision of this Agreement will not be deemed a waiver of such right or provision. Any waiver must be in writing, signed by our authorized representative, and effective only for the instance specified. We may grant or withhold waivers in our sole discretion.  

 

Timing of Payment. Time is of the essence in making all payments owed to Petro-Exchange, including listing fees, transaction fees, commissions, Trustap fees, amounts due under any Listing Contract, and any other amounts due under this Agreement. Unless otherwise agreed to in writing, overdue amounts may be charged interest at eighteen percent (18%) per annum or the maximum rate permitted by law, together with legal or collection costs.  

 

Force Majeure. No party will be liable for performance delays, underperformance, or failures caused by a Force Majeure Event, except for obligations to pay money owed. A Force Majeure Event includes events beyond the affected party’s reasonable control, including acts of God, natural disasters, labor disputes, supply chain disruptions, power outages, internet or telecommunications failures, cyberattacks, governmental actions, changes in law, war, terrorism, civil unrest, carrier failures, payment processor failures, third-party service provider failures, or similar events. 

 

Records are the User’s Responsibility. Petro-Exchange does not guarantee the preservation or availability of records, Listings, communications, Transaction history, documents, or other information made available through the Site. Users should maintain their own records of transactions for business, tax, legal, accounting, regulatory, and compliance purposes.  

 

Multiple Registrations. We reserve the right to limit or deactivate duplicate accounts.  

 

Sole Discretion. Any reference to our sole discretion means our sole, absolute, and unfettered discretion.  

 

Independent Contractors. No agency, partnership, joint venture, employment, franchise, fiduciary, brokerage, carrier, shipping, or similar relationship is intended or created.  

 

Service Provider. Petro-Exchange may use affiliates, contractors, vendors, processors, hosting providers, payment processors, tax service providers, transaction service providers, carriers, and other third-party service providers to provide, support, operate, or improve the Site or Petro-Exchange’s services and otherwise subcontract any obligations or assign rights to third parties without User notice or consent.   

 

Entire Agreement. This Agreement (and incorporated policies or separate written agreements) constitutes the entire agreement between Petro-Exchange and each User regarding the Site and Platform Activity and supersedes all prior or contemporaneous understandings, agreements, communications, and representations regarding the same subject matter.  

 

Survival. The provisions of this Agreement that by their nature or express terms should survive any expiration or termination of this Agreement shall so survive, including without limitation provisions relating to payment obligations, taxes, records, intellectual property, User Content, Listing Data, disclaimers, limitations of liability, indemnification, disputes, governing law, and miscellaneous terms.  

 

Privacy Policy. Use of the Site, including any data or other information collected or used in connection therewith, is subject to the Privacy Policy, which can be viewed at https://www.petro-exchange.com/Home/PrivacyPolicy and by reference is made part of this Agreement. The Privacy Policy outlines the type of information that may be collected from you by Petro-Exchange and how such information may be used by Petro-Exchange. 

 

Knowing and Voluntary. By accessing and using the Site, you represent that you have had an adequate opportunity to review each and every provision in this Agreement and to seek advice of legal counsel, have carefully read the Agreement and know and understand the contents hereof, and are accessing and using the Site as your own free act and deed. 

 

18. Listing Contract and Shipping Policy 

 

This policy sets forth the terms on which a Buyer and a Seller enter into a Listing Contract using our Site and the default terms that apply in cases where: (i) the Seller does not specify a Listing Contract; or (ii) the Listing Contract is otherwise silent as to any of the below terms. This Section applies to Listings, Listing Contracts, Transactions, shipment, delivery, pickup, removal, returns, risk of loss, and related Buyer and Seller obligations. In the event of a conflict between this Section and any Listing or Seller terms, this Agreement controls with respect to Petro-Exchange’s rights, disclaimers, limitations of liability, and relationship with Users. 

 

1. Listing as Solicitation of Interest from a Prospective Buyer to Bid or Offer to Purchase Assets. Using the Site to create a Listing, a Seller sets the terms and conditions on which the Seller will solicit interest from Buyers to bid or otherwise make offers to purchase Assets from Seller. From a contractual standpoint, a Listing is a solicitation of interest from prospective Buyers to make a bid or other contractual offer to buy based on the pricing format set by Seller. A Listing is not an offer to sell, and a Seller must accept a Buyer’s bid or offer to purchase in order for a Transaction and Listing Contract to be formed.  

 

2. Seller Responsibilities When Soliciting Bids and Offers to Purchase From Buyers Using the Site. To promote the integrity and successful operation of the Site, the Seller agrees to:  

 

1. accurately describe Assets in Listings to the best of its knowledge;  

 

2. accurately describe the requirements applicable to Asset inspection, payment, removal, shipping, pickup, delivery, documentation, regulatory compliance, and any other special instructions relevant to the Listing;  

 

3. promptly respond to questions of interested Buyers (sellers should respond within 48 hours);  

 

4. promptly complete Transactions with Buyers and properly update Petro-Exchange’s Seller tools to acknowledge Asset pick up, shipment, delivery, or other applicable Transaction status, which shall be no later than fourteen (14) days from the time and date of the delivery of Buyer’s Certificate by e-mail, unless a different date and time is specified in a Listing Contract or mutually agreed to in writing by Buyer and Seller;  

 

5. not engage in any activity to circumvent the fees due to Petro-Exchange pursuant to the Agreement or a Managed Services Agreement;  

 

6. not engage, directly or indirectly, in any activities intended to manipulate or interfere with the bidding process, including shill bidding (which is when a Seller bids on its own Assets or indirectly directs or allows a third party to perform artificial bidding against other legitimate bidders in an auction);  

 

7. accurately describe all Assets and clearly disclose any known defects, damages, irregularities, restrictions, special handling requirements, regulatory requirements, or other material information relating to the Assets in their Listings; and 

 

8. provide or identify any product data sheets, safety data sheets, certificates of analysis, shipping papers, labels, permits, approvals, or other product, safety, regulatory, shipping, or compliance documentation required by applicable law, the Listing, this Agreement, or Petro-Exchange. 

 

3. Offer Made by Buyer. From a contractual standpoint, a prospective Buyer’s bid or other offer to purchase is a contractual offer. A bidder in an auction format or a prospective Buyer in other transaction formats is making an unconditional offer to enter into a Listing Contract with the Seller. By submitting a bid or offer to purchase, Buyer agrees and represents that Buyer has read, fully understands, and accepts the Listing, the Listing Contract, and the Agreement. Further, by submitting a bid or offer to purchase, Buyer agrees that if such Buyer’s bid or offer is accepted by Seller, Buyer will pay for and remove or otherwise take delivery of the Assets in accordance with the Listing, the Listing Contract, this Agreement, and any applicable payment, pickup, removal, shipping, delivery, review-period, and dispute procedures. Removal or other applicable delivery arrangements must occur no later than fourteen (14) Days from the time and date of the delivery of the Buyer’s Certificate by e-mail, unless a different date and time is specified in the Listing Contract or mutually agreed to in writing by Buyer and Seller.  

 

4. Acceptance and Formation of Listing Contract. If a Buyer’s bid or offer to purchase is accepted by a Seller, a Listing Contract is formed with respect to the applicable Transaction. By accepting a bid or offer to purchase, Seller agrees and represents that Seller has read, fully understands, and accepts the Listing, the Listing Contract, and this Agreement and affirms its acceptance of the Agreement.  

 

5. Identity of the Seller. A Buyer should refer to the Listing and Listing Contract to understand the identity of the Seller. In certain instances, to protect the confidentiality of a Seller, a Seller may be identified with a user ID rather than its actual legal entity name. Any such identification does not make Petro-Exchange the Seller of the Assets and does not limit or alter the Seller’s obligations under the Listing, Listing Contract, or this Agreement. 

 

6. Terms and Conditions of Listing Contract. A Listing forms the basis of the Listing Contract. A Listing Contract incorporates by reference a set of Seller Terms associated with the Listing. The Seller Terms may be unique to a Seller or even unique to a Transaction. Buyers should carefully read the Listing and Seller Terms as caveat emptor applies to every Listing Contract. Each set of Seller Terms must incorporate by reference the terms of this Listing Contract Policy, which serves as a floor for terms and conditions of all Transactions conducted using the Site. The terms of the Listing control over the Seller Terms and the Seller Terms control over this Listing Contract Policy; provided, however, neither a Listing nor Seller Terms may or shall be deemed to modify, amend or otherwise alter Petro-Exchange’s rights, obligations, disclaimers, limitations of liability, remedies, or liability under the Agreement. Oral statements by either Seller or Buyer are non-binding unless such statements are reduced to writing in a revised Listing or written amendment to the Listing Contract accepted by both Buyer and Seller. A Buyer is responsible for carefully reading the Listing and Seller Terms at the time of bidding, as such Listing or Seller Terms may be amended, modified or otherwise changed, including based on answers to questions asked by prospective Buyers and in response to inquiries regarding the types of transactions a Seller is willing to support. Once a bid has been placed on a Listing, the Seller may not alter the description, condition, or material terms of the Assets. Any Seller-initiated changes or cancellations after the first bid that result in termination of the transaction shall render the Seller responsible for payment of the Buyer’s premium protection fee. Petro-Exchange reserves the right to deduct this amount from any funds otherwise due to the Seller, or to invoice the Seller directly if sufficient funds are not available.  

 

7. Seller Representations and Warranties.  

 

1. Seller’s Warranty of Title. Seller represents and warrants to Petro-Exchange and to Buyer that it has the right and authority to sell the Assets and will transfer good and marketable title to its Assets, free and clear of all liens, security interests, claims, restrictions, and encumbrances, except to the extent expressly disclosed in the Listing and accepted by Buyer, at the time title transfers under the Listing Contract.  

 

2. Seller’s Limited Warranty of Description. By posting a Listing, a Seller provides a limited representation and warranty of description to Petro-Exchange and to Buyer that the Assets conform to the description of the Assets in the Listing. Seller further represents and warrants that the Listing is accurate, complete, not misleading, and discloses all known defects, damages, irregularities, restrictions, special handling requirements, and material information regarding the Assets. 

 

3. Seller’s Compliance Representation. Seller represents and warrants that its Listing, offer, sale, transfer, and delivery or making available of the Assets complies with applicable law and that any product data sheets, safety data sheets, certificates of analysis, shipping papers, labels, permits, approvals, or other product, safety, regulatory, shipping, or compliance documentation provided by or on behalf of Seller is accurate and complete in all material respects. 

 

8. Guaranty Waiver and Disclaimer of Representations and Warranties for a Listing Contract.  

 

1. EXCEPT AS EXPRESSLY STATED OTHERWISE IN WRITING IN THE LISTING CONTRACT, IF BUYER PURCHASES ASSETS OR PLACES BIDS ON, MAKES AN OFFER ON, OR ORDERS ASSETS, BUYER AGREES TO ACCEPT SUCH ASSETS AS IS, WHERE IS, AND WITH ALL FAULTS.  

 

2. NEITHER PETRO-EXCHANGE NOR SELLER IS LIABLE TO A BUYER FOR ANY PAYMENT FOR LOST PROFITS OR ANY OTHER MONEY DAMAGES, INCLUDING, WITHOUT LIMITATION, EXEMPLARY, PUNITIVE, SPECIAL, DIRECT, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES; PROVIDED, HOWEVER THE FOREGOING SHALL NOT BE DEEMED TO LIMIT BUYER’S EXPRESS REMEDIES IN THE EVENT OF A DEFAULT AS SET FORTH BELOW OR AS OTHERWISE MODIFIED BY SELLER AND BUYER IN A LISTING CONTRACT.  

 

3. EXCEPT AS EXPRESSLY STATED IN WRITING IN THE LISTING CONTRACT, PETRO-EXCHANGE AND SELLER DISCLAIM TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW ALL WARRANTIES, EXPRESS AND IMPLIED, WITH RESPECT TO THE ASSETS, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ABSENCE OF LATENT DEFECTS, CONDITION, QUALITY, QUANTITY, DESCRIPTION, COMPLIANCE, SAFETY, OR SUITABILITY FOR ANY PARTICULAR USE.  

 

4. PETRO-EXCHANGE MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE QUALITY, NATURE, CONDITION, GENUINENESS, AUTHENTICITY, DESCRIPTION, QUANTITY, DOCUMENTATION, SAFETY, REGULATORY STATUS, HAZARDOUS-MATERIALS STATUS, SHIPPING SUITABILITY, OR COMPOSITION OF THE ASSETS OR REGARDING THE COMPLIANCE OF THE ASSETS WITH THE REQUIREMENTS OF ANY SPECIFICATIONS, LAWS, RULES, REGULATIONS, PERMITS, LICENSES, INDUSTRY STANDARDS, OR SHIPPING OR TRANSPORTATION REQUIREMENTS. BUYER IS SOLELY RESPONSIBLE FOR THE ASSETS’ ABILITY TO ACHIEVE THE RESULTS BUYER INTENDS.  

 

5. PETRO-EXCHANGE AND SELLER DISCLAIM ALL WARRANTIES AND OTHER OBLIGATIONS ON ACCOUNT OF ANY CLAIM OF INFRINGEMENT OR MISAPPROPRIATION OF PATENTS, COPYRIGHTS, TRADEMARKS, TRADE SECRETS, OR OTHER INTELLECTUAL PROPERTY OR PROPRIETARY RIGHTS IN CONNECTION WITH THE ASSETS.  

 

6. UNLESS EXPRESSLY STATED OTHERWISE IN A LISTING, PHOTOGRAPHS, VIDEO, WRITTEN DESCRIPTIONS, PRODUCT DATA SHEETS, SAFETY DATA SHEETS, CERTIFICATES OF ANALYSIS, SHIPPING DOCUMENTS, COMPLIANCE DOCUMENTS, AND OTHER CONTENT ARE NOT INTENDED AS REPRESENTATIONS OR WARRANTIES BY PETRO-EXCHANGE BUT ARE PROVIDED SOLELY TO AID BUYER IN DETERMINING WHICH LISTINGS BUYER WILL PHYSICALLY INSPECT, EVALUATE, AND BID ON.  

 

9. Inspection and Waiver of Seller’s Limited Warranty of Description. 

 

1. General Rule – If a Buyer bids or offers to purchase Assets without having inspected the Assets, Buyer does so at its own risk. Except as set forth in Exception 1 and Exception 2, below, Buyers are in most instances afforded access to inspect Assets prior to bidding or making an offer to Seller. From its inspection, a Buyer should satisfy itself with the condition, features, specifications, documentation, compliance status, and functionality of the Assets prior to bidding. Where Assets are made available to a prospective Buyer for inspection, Buyer waives Seller’s limited warranty of description at the time of bidding or at the time it offers to purchase the Assets. Sometimes, inspection requires an advance appointment or viewing Assets at specified public viewing times. If a Buyer needs specific advice (e.g., engineering, scientific, risk management, appraisal, valuation, legal, tax, regulatory, transportation, or hazardous-materials), a Buyer should seek this from a third-party professional and not rely on the Listing, Seller, or Petro-Exchange. Buyer is solely responsible for selecting the appropriate Assets for Buyer’s needs. Except as set forth below in Exception 1 and Exception 2, below, all sales are final. This waiver of Seller’s limited warranty of descriptions applies even if Buyer does not avail itself of the opportunity for inspection.  

 

2. Exception #1 – Rule for when Seller Provides No Inspection Until Immediately Prior to Removal. If a Seller only permits inspection immediately prior to or at the time of removal, a Buyer is deemed to irrevocably waive Seller’s limited warranty of description at the time it commences removal of the Assets. Once the inspection timeline has expired, if no dispute was raised by the Buyer in accordance with this Agreement and any applicable Trustap review-period or dispute procedures, the transaction is considered closed and no further disputes regarding Seller’s limited warranty of description are permitted, except to the extent required by applicable law.  

 

3. Exception #2 – Direct marketplaces may only permit Buyer to inspect Assets once the Assets are received by Buyer at its designated location. This most frequently occurs with “black wrap” pallets wherein a retailer creates the pallet and bill of lading and the pallet is sold with no processing by Petro-Exchange or, alternatively, with a truckload of Assets that are routed directly from a retailer to a Buyer after the winning bidder is identified. In such circumstances, Buyer must make a claim for any incorrect or inaccurate Listing description of the Assets within seven (7) Days after delivery of the Assets to Buyer. To the extent a dispute falls within the Trustap Services, the dispute may also be subject to Trustap’s applicable review-period, dispute, refund, and return procedures; provided, however, that Trustap’s terms will not modify Petro-Exchange’s rights, disclaimers, limitations of liability, or remedies under this Agreement. Thereafter, Buyer waives any right to make a claim against Seller for breach of Seller’s limited warranty of description in a Transaction. Petro-Exchange’s customer service department accepts and reviews legitimate claims solely as a service. Where Buyer has a legitimate claim, as determined by Petro-Exchange in its sole discretion, refunds or returns of merchandise must be approved by Petro-Exchange’s customer service department and, where applicable, processed in accordance with Trustap’s applicable procedures. All decisions of the customer service department are final. Any attempt to rescind a payment or return Assets prior to an authorization by Petro-Exchange or Trustap, as applicable, will cause a delay of claim resolution and may adversely affect Buyer’s ability to transact additional business on the Site. Unauthorized returns will be refused at delivery. When a return is authorized, the Seller will perform a full inspection of all Assets upon return and units must be the same as when shipped to Buyer (including condition, quantity, serial numbers, accessories, documentation, packaging, and all other included materials) to be eligible for a full refund minus any processing fees. Title to Assets remains with Buyer until the returned Assets are delivered to the Seller, as the case may be. Buyer agrees that Petro-Exchange is not responsible for examining or warranting the description, condition, quality, quantity, safety, compliance, documentation, shipping suitability, or regulatory status of the Assets in any Listing or any content provided by Seller.  

 

10. Corrections by Sellers of a Listing Description After a Bid or Offer to Purchase. In the event a Seller amends a Listing to correct any material errors, inaccuracies or omissions in a Listing, Buyer may withdraw its bid or other offer to purchase. If a correction to a Listing is required after a bid or offer to purchase has been placed, the Seller must cancel the existing Listing and relist the Assets with accurate information. Seller will be responsible for any fees, costs, or consequences arising from Seller’s material errors, inaccuracies, omissions, corrections, amendments, cancellations, or relisting, except to the extent otherwise determined by Petro-Exchange in its sole discretion. 

 

11. Revocation of Seller’s Acceptance. A Seller may revoke its acceptance of Buyer’s bid or other offer to purchase at any point in time on or prior to a completed Transaction, subject to this Agreement, the Listing Contract, and any applicable Trustap procedures. In the event of revocation, Buyer shall be entitled to a refund of amounts paid by Buyer in connection with the applicable Transaction, less any fees, charges, or amounts that are non-refundable under this Agreement, the Trustap Terms, the Listing Contract, or applicable law. To the extent Seller’s revocation results in cancellation of the Transaction, Seller may be responsible for any Buyer premium protection fee, Trustap fee, Petro-Exchange fee, or other amount as provided in this Agreement, the Listing Contract, or as otherwise determined by Petro-Exchange in its sole discretion. Buyer shall have no remedy against Petro-Exchange arising from Seller’s revocation except to the extent expressly provided in this Agreement or required by applicable law. 

 

12. Void Listing Contracts. A Listing Contract is void ab initio (to be treated as invalid at the outset) for any Buyer that fails to meet the requirements of a Listing, as determined by Petro-Exchange in its sole discretion, or for which the Assets violate Section 7, this Agreement, Petro-Exchange’s Prohibited and Restricted Items Policy available at [add], or applicable law. A Listing Contract may also be voided, cancelled, or suspended if Petro-Exchange determines, in its sole discretion, that the Listing, Assets, Buyer, Seller, Transaction, shipment, delivery, removal, or related Platform Activity presents a legal, regulatory, tax, payment, sanctions, safety, fraud, or compliance risk. For example, a Listing that is restricted will be void ab initio if the Buyer fails to provide identification at the time of pick-up that it is a law enforcement agency. A Buyer shall be liable to Seller for all reasonable costs and expenses incurred by Seller in reliance on Buyer’s offer to purchase that has been voided.  

 

13. Title. Unless a Listing Contract provides otherwise, title to Assets transfers when the applicable Transaction is completed in accordance with the Listing Contract, this Agreement, and any applicable Trustap review-period, release, and dispute procedures. For shipped Assets, title transfers after the Assets have been delivered to Buyer and the applicable review or dispute period has expired without a timely dispute, or any timely dispute has been finally resolved. For Assets picked up or removed by Buyer, title transfers when Buyer or Buyer’s carrier, agent, or representative takes possession of the Assets, unless the Listing Contract provides otherwise.  

 

14. Risk of Loss.  If a Buyer has paid in full under the Listing Contract and then commences removal of the Assets, or if Buyer’s carrier, agent, representative, or designee takes possession of the Assets, all risk of loss shifts to Buyer and Buyer is solely responsible for insuring, loading, removing, shipping, handling, storing, safeguarding and transporting the Assets.  Petro-Exchange is not responsible for loss, damage, delay, contamination, deterioration, leakage, regulatory noncompliance, or other issues arising during or after pickup, loading, removal, shipment, transport, delivery, storage, or handling of the Assets, except to the extent such responsibility cannot be disclaimed under applicable law. 

 

15. Vehicle Titles and Certificates of Ownership.  Seller will provide a certificate of title or ownership to Buyer at the time of Buyer’s removal of any vehicle the title to which is evidenced by a certificate of title. Titles may be subject to such restrictions as may be indicated in the Asset description on the Site. In certain instances, a vehicle may be sold without title as salvage, in which case no title will transfer, caveat emptor applies, and a Buyer must satisfy itself whether it can obtain a certificate of title from a governmental agency without Seller’s support if it desires a certificate of title. Seller, and not Petro-Exchange, is responsible for providing any certificate of title, certificate of ownership, lien release, transfer document, or similar ownership documentation required for titled Assets, except to the extent expressly agreed otherwise in writing by Petro-Exchange. 

 

16. Personal and Property Risk During Inspection and Removal under a Listing Contract.  Persons present for inspection, pickup, loading, removal, or other handling of Assets accept and assume all risks of damage or loss to person and property and expressly waive and release Seller and Petro-Exchange from any and all liability on account of such person’s loss to person or property arising out of or attributable to being so present, except to the extent solely caused by the willful misconduct or gross negligence of Seller or Petro-Exchange as the case may be. Such persons further agree not to make or bring any such claim against Seller or Petro-Exchange, its affiliated and related entities, and their respective shareholders, members, directors, officers, employees, agents, representatives, and permitted successors and assigns, and forever release and discharge all such parties from liability under such claims. Buyer is responsible for the acts and omissions of Buyer’s employees, agents, carriers, contractors, representatives, and other persons present on Buyer’s behalf and for ensuring that such persons comply with applicable site rules, safety requirements, and law. 

 

17. Payment for Assets Under a Listing Contract.  

 

1. Payment Instructions. A Listing sets the instructions on payment and transaction settlement. Payment and Transaction settlement will be handled through Trustap or such other payment or transaction service provider designated by Petro-Exchange. Petro-Exchange may establish payment instructions, settlement procedures, and release requirements for Transactions conducted through the Site. 

 

2. Payment in Full. For a Buyer to make payment in full, such Buyer must pay the applicable winning bid or hammer price, any applicable taxes, Trustap Buyer Protection fees and any additional fees as described in the Listing or amounts otherwise owed by Buyer to Petro-Exchange with respect to Buyer’s account or the applicable Transaction. Generally, Trustap Buyer Protection fees are required and are typically expressed as a percentage of the sale price. To the extent Buyer owes Petro-Exchange for any fees for services provided to the Buyer, those fees must be paid as well.  

 

3. Transaction Duration. Unless otherwise approved in writing by Petro-Exchange and Trustap, all Transactions must be completed within ninety (90) days after initial payment is received, in accordance with applicable Trustap procedures. If a Transaction is not completed within such period, Petro-Exchange may cancel the Transaction, restrict further activity, direct the parties to applicable Trustap procedures, or take any other action permitted under this Agreement. 

 

4. Currency of Payment. Payment shall be made in U.S. Dollars on the relevant Listing. Any bank charges in respect of conversion or transfer of monies shall be borne by Buyer in respect of bids.  

 

5. State/Local Sales and/or Use Tax. Buyers may be subject to sales, use and/or value-added taxes. Buyers are responsible for contacting customer service at the contact information made available on the Siteor the appropriate tax authority office, completing any requisite forms and paying any taxes that may be imposed. Buyers must provide any applicable tax exemption documents (for example, exemption from sales tax as a registered reseller) to Petro-Exchange prior to buying or selling. Taxes are also subject to Section 10 of this Agreement. 

 

6. Method of Payment. Unless otherwise permitted by Petro-Exchange, payment shall be made via bank ACH transfer or credit card or any other payment method approved by Petro-Exchange or Trustap. Cash payments are not permitted. Petro-Exchange reserves the right to restrict certain Buyers from using credit cards. No charges will be made to the credit card until the bid or offer to purchase has been accepted by Seller. Petro-Exchange reserves the right to charge a $25.00 fee for any rejected credit card transaction.  

 

7. No Third-Party Funds. Petro-Exchange will not accept third-party funds of any kind.  

 

8. Charge-Backs. In the event of a charge-back, Petro-Exchange may, in its sole discretion, immediately and permanently deactivate a Buyer’s account. If Buyer performs a charge-back after receiving the Assets, Seller or Petro-Exchange may file charges with the appropriate law enforcement agency and Seller and Petro-Exchange each reserve the right to pursue all remedies available to Seller or Petro-Exchange to recover any incurred damages.  

 

9. Holds. Petro-Exchange reserves the right to restrict access to funds in a Seller account based on certain factors, including, but not limited to, Transaction history, performance, riskiness of the Listing category, government inquiry or investigation, an alleged claim or Petro-Exchange’s investigation of an alleged breach of this Agreement or a breach by the Seller of its agreement with Petro-Exchange, or a dispute.  

 

10. Off-Sets. Petro-Exchange reserves the right to set-off any fees or other amounts a Buyer owes Petro-Exchange for any reason from any of Buyer’s funds in Petro-Exchange’s possession or that are paid or received from Buyer for one or more purchases of Assets. Petro-Exchange reserves the right to set-off any fees or other amounts a Seller owes Petro-Exchange for any reason from any of Seller’s funds in Petro-Exchange’s possession.  

 

18. Removal of Assets Under a Listing Contract. 

 

1. Listing Explains Seller’s Removal Requirements. The Listing will describe the removal process and specific requirements of Seller. Transaction settlement will be handled through Trustap or such other payment or transaction service provider designated by Petro-Exchange. In such instances, Petro-Exchange will e-mail a Buyer’s Certificate to the Buyer as confirmation that Buyer has paid in full for the Assets described in the Listing Contract. Buyers’ Certificates will be released only upon receipt of payment as specified in the Listing and only to the extent that a Buyer is in good standing with respect to its accounts with Petro-Exchange.  

 

2. Buyer’s Responsibility Starts at Time Buyer Commences Removal. Unless otherwise agreed to in writing between Seller and Buyer, Buyer is responsible for the removal, loading, transportation, unloading, and, if applicable, reassembly or start-up of the Assets. Absent the express written agreement of Seller, Seller will not perform the role of shipper or exporter. Absent the express written agreement of Petro-Exchange, Petro-Exchange will not perform the role of shipper, exporter, carrier, broker, freight forwarder, packager, loader, or transportation arranger.  

 

3. Buyer is Responsible for Health & Safety of Its Employees, Agents & Contractors. Buyer is responsible for its and its employees’, agents’ and contractors’ compliance with all applicable laws and regulations for the removal, transportation, reassembly and use of an Asset. Buyer is responsible for any damage to property, including spills or releases of hazardous substances, which might occur during the removal process. Buyer is responsible for ensuring that Buyer’s employees, agents and contractors understand the health, safety and environmental site rules at the location where removal is to occur. If Buyer brings employees or third parties to attend or assist in the removal of Assets, Buyer assumes all risks of damage of or loss to their person and property and agrees to defend and indemnify Seller and Petro-Exchange from any and all liability for such risks. Buyer agrees to defend, indemnify and hold harmless the Petro-Exchange Indemnified Parties and Seller from any Claim made by any third party due to, arising out of or attributable to Buyer’s or its agent’s removal of Assets, including without limitation, all damage or loss to person or property. Buyer is responsible for all damage to property, including spills or releases of hazardous substances, that occurs during the Asset removal process.  

 

4. Buyer Assumes Responsibility for Compliance with Applicable Environmental Laws and other Regulations. Buyer must comply with all applicable environmental laws when removing, transporting, reassembling, using and disposing of Assets, including all laws related to waste disposal, air emissions, discharges, toxic substances and hazardous waste disposal. If Buyer disposes of consumer electronics purchased through the Site, Buyer must dispose of such electronics using a certified electronics recycler (for example, R2 or eSteward certified), and failure to do so may subject Buyer’s account to restriction or deactivation, and other legal or equitable remedies that may be available to us. For the avoidance of doubt, Petro-Exchange has no duty to remove any hazardous, toxic, corrosive, reactive or ignitable substances that are contained in or are a part of any Asset. Certain Assets may have components, parts, constituents or ingredients that may be corrosive, reactive, and ignitable or exhibit other hazardous or toxic properties. Buyer agrees to remove, use and ultimately dispose of any hazardous components or constituents according to all applicable laws and regulations in a manner safe for the public and the environment. Certain Assets or components of Assets may contain residual chemicals, friable asbestos, petroleum products and ozone depleting substances or other hazards. Buyer acknowledges and agrees that neither the Seller nor Petro-Exchange is responsible for providing documentation or certification regarding the identification or status of these substances except to the extent expressly required of Seller under the Listing Contract or applicable law. Certain Assets may not necessarily comply with the Health and Safety at Work Etc. Act 1974, Occupational Safety & Health Act (OSHAACT) of 1970, NEPA (1969) Environmental Protection Act 1990 Regulations, Directives or other applicable, equivalent or similar laws in any relevant jurisdiction. Buyer acknowledges that some items in the Listing may not, or no longer, conform to the terms of the EU Directive on Machinery as implemented in the National Legislation of the relevant Member Country. Buyer shall determine to its satisfaction whether any lot is in conformity. Supporting documents that are not mentioned in the description of the Asset are not available. Buyer shall export from the EEA or upgrade within six months, any Asset purchased that is non-conforming and prior to export or upgrading, Buyer will not permit such Asset to be put into use or traded. Neither Petro-Exchange nor any Seller makes any representation or warranty that the Assets offered for sale are importable into any country or that all supporting documentation is available. Buyer agrees that any item purchased for importation into any country will be imported in compliance with all applicable laws and regulations of that country.  

 

5. Buyer Required to Have Insurance Covering Its Loading and Transportation of Assets. To remove the Assets from Seller’s location, a Buyer and its agents must maintain adequate automobile and commercial general liability insurance, and minimum legally required workers compensation insurance for Buyer’s employees picking up the Assets. Upon request, Buyer will provide Petro-Exchange and Seller with proof of such insurance and will name Petro-Exchange and Seller as additional insureds under Buyer’s policies to the extent permitted by law. All items sold through the Petro-Exchange platform must be transported in full compliance with all applicable U.S. Department of Transportation (DOT) regulations and requirements. Sellers are solely responsible for ensuring that packaging, handling, and transport meet these standards. Buyer is solely responsible for selecting and using carriers, contractors, equipment, and personnel legally authorized and qualified to transport the Assets. All shipping communications must be handled through the Site and Trustap. Petro-Exchange must be notified of any variations in the shipping process that happen outside of the Site by emailing info@petro-exchange.com.  

 

6. Time Period for Removal. All Assets must be removed by Buyer within fourteen (14) Days from the time and date of the delivery of Buyer’s Certificate by e-mail, unless a different time and date is set by the Listing Contract or Buyer and Seller mutually agree otherwise in writing. Buyer is responsible for loading and removing all Assets subject of a Listing as identified in Buyer’s Certificate. Buyer will make all arrangements and perform all work necessary, including packing, loading and transportation of the Assets of a Listing. Under no circumstances will either Petro-Exchange or Seller assume responsibility for packing, loading or shipping unless expressly agreed in writing by the applicable party. See instructions in each Listing for complete removal details.  

 

7. Time is of the Essence in Removing Assets. Time is of the essence with respect to removal of Assets. Buyer may have to schedule an appointment in advance with Seller. For complex removals, Seller may require certain of its employees or agents to be available at the time of removal. Buyer may also need to provide removal method statements and/or risk assessments (to the reasonable satisfaction of the Seller) and proof of additional insurance beyond that specified above where the Assets require dismantling, rigging or hot cutting (or as otherwise required by the Seller).  

 

8. Unwanted Assets and Dunnage. Unless stated otherwise in a Listing, most Assets include dunnage (cartons, pallets, shrink-wrap, bands, crates, etc.), and Buyer must remove the entire lot of Assets, including dunnage. Buyer is responsible for the disposal of Buyer’s unwanted Assets and dunnage. Buyer agrees to defend, indemnify and hold harmless the Petro-Exchange Indemnified Parties and Seller against all Claims brought by third parties related to Buyer’s failure to remove any Assets.  

 

9. Timing of Payment. Time is of the essence in making payment. Unless otherwise stated in the Listing, in an Order Confirmation from Petro-Exchange or in a separate written agreement between Seller and Buyer, Buyer must make payment by the deadline set by the Listing or if no deadline is set in the Listing, within five (5) days after Buyer is notified that Seller has accepted Buyer’s offer to purchase. No extensions of the payment period will be granted. Buyer agrees to pay interest on overdue amounts at the rate of eighteen percent (18%) per annum or the maximum rate permitted by applicable law, together with any legal or collection costs incurred by Petro-Exchange and/or Seller.  

 

19. Default by Seller and Buyer’s Remedies. If Seller breaches its obligations under a Listing Contract and such breach is not cured within five (5) Days after written notice to Seller of its breach, Seller shall be in default and Buyer may pursue the remedies expressly available under the Listing Contract, this Agreement, and any applicable Trustap review-period, dispute, refund, or return procedures. Buyer must timely file a dispute through Trustap within the applicable Trustap review or dispute period, which may be seven (7) days unless otherwise provided by the Trustap Terms, the Listing Contract, or applicable law. See Trustap’s dispute process and policy. Buyer’s remedies for Seller’s default are limited to the remedies expressly provided in the Listing Contract, this Agreement, the applicable Trustap procedures, and applicable law. Petro-Exchange is not responsible for Seller’s default, breach, nonperformance, misrepresentation, failure to deliver, or failure to make Assets available, except to the extent expressly provided in this Agreement or required by applicable law. If a Force Majeure Event occurs before Seller’s default, the cure period shall be extended for the duration of the Force Majeure Event. 

 

20. Default by Buyer and Seller’s Remedies. If Buyer breaches its obligations under a Listing Contract and such breach is not cured within five (5) Days after notice by Seller or Petro-Exchange, as applicable,  to Buyer (except for payment obligations for which there shall be no cure period), Buyer shall be in default and Seller shall be entitled to any of the following remedies: 

 

1. In the event of a non-monetary default, waive such default, subject to the condition that Buyer promptly present a written amendment to the Listing Contract setting forth new performance obligations satisfactory to Seller, in its sole discretion, with such waiver being effective only upon the execution by both Seller and Buyer of a mutually agreeable amendment to the Listing Contract;  

 

2. In the event of a failure of Buyer to pay any amount when due, terminate the Listing Contract, cancel the applicable Transaction, and Buyer shall pay to Petro-Exchange the Trustap Buyer Protection fees, Petro-Exchange fees, and other amounts that would have been paid but for Buyer’s default;  

 

3. In the event of a failure to remove the Assets, either:  

 

1. declare the Assets to be in Seller’s storage, at which point the existing Buyer’s Certificate will be cancelled and a $50 daily storage fee shall be charged. Petro-Exchange will issue to Buyer a new Buyer’s Certificate and Buyer shall be permitted to remove the Assets only after it pays the storage fees in full to Petro-Exchange. Storage fees shall be split between Seller and Petro-Exchange to offset Seller’s storage costs and Petro-Exchange’s additional labor and processing costs incurred as a result of the delay; or  

 

2. declare that Buyer has abandoned the Assets, terminate the Listing Contract, and then reclaim and resell the Assets. If the Assets are declared abandoned, Petro-Exchange shall deduct the greater of $200 or the amount of its Trustap Buyer Protection fees from the amount paid by Buyer for the abandoned Assets (the “Buyer Default Funds”).  Buyer shall remain responsible for any storage, handling, removal, resale, disposal, transportation, legal, collection, or other costs arising from Buyer’s default to the extent not satisfied from the Buyer Default Funds.  

 

21. Listing Contract Disputes.  

 

1. Disputes Between Users. Each User is solely responsible for its direct interactions with other Users. To the extent a dispute involves Trustap Services, including payment holds, release of funds, review periods, refunds, returns, or related transaction-management functions, the dispute may be subject to Trustap’s applicable terms, policies, and procedures, including Trustap’s dispute, refund, and return procedures. Trustap’s procedures govern the User’s use of the Trustap Services, but do not modify Petro-Exchange’s rights, disclaimers, limitations of liability, remedies, or dispute-resolution provisions under this Agreement. Petro-Exchange reserves the right, but has no obligation, to monitor, assist with, review, or facilitate resolution of disputes between Users. Petro-Exchange will have no liability for a User’s interactions with another User, or for any User’s acts or omissions.  

 

2. Governing Law and Jurisdiction. The applicable governing law, jurisdiction for venue and forum and any jurisdiction specific clauses will be in accordance with the Listing Contract. If the Listing Contract is silent, the governing law and venue provisions of this Agreement shall apply. No Listing Contract may change the governing law and jurisdiction with respect to disputes under this Agreement between any User and Petro-Exchange.  

3. Unit Price Transactions and Variances. When Assets are sold on a per unit price basis, Seller may reserve the right to vary the quantity delivered by a percentage expressly disclosed in the Listing. In such cases, Users agree to accept any quantity within such disclosed variance limits. Outside such limits, the purchase price will be adjusted upwards or downwards based upon the quantity actually delivered and accepted by Buyer. Buyer agrees to cooperate with and provide all applicable documents to Petro-Exchange’s customer service department in the event of a dispute regarding variances.