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This Salvage Buyer Agreement (“Agreement”) is made and entered into and consented to by and between DHL, a company with its principal place of business at One West Fourth Street, Winston Salem, North Carolina, 27101 (“DHL”), and your company ("Buyer") by Buyer selecting the “I agree to the terms and conditions” checkbox and the “Signup” button on the website to which this Agreement is attached.
WHEREAS, DHL has contracts with various retailers, manufacturers, and distributors (the "Clients"), which authorize DHL to assist the Clients in the management and further disposition of excess merchandise, such as closeouts, overstocks, salvage, surplus, shelf pulls, obsolete or distressed inventory, etc. (the "Products") through sale to secondary markets; and WHEREAS, Buyer desires to purchase the Products for resale through the Buyer's own retail stores or as a wholesaler to other retail stores or other liquidators. NOW, THEREFORE, in consideration of the foregoing and the mutual promises and covenants herein, the parties, intending to be legally bound, agree as follows:
DHL will periodically circulate a list of available Products via this website and others (collectively, the “DHL Liquidation and Remarketing Sites”) or through other communication methods to Buyer and other parties who have entered into Salvage Buyer Agreements with DHL. DHL will receive and process orders from buyers on a first-come, first-served basis, and advise the Buyer if its order has been accepted. In the event DHL accepts Buyer's order, Buyer will have forty-eight (48) hours from the date of acceptance (as defined on the invoice that is faxed or e-mailed to Buyer) to make payment for the Products. In the event Buyer fails to make payment for said Products within the aforementioned 48-hour period of time, DHL shall be free to sell the Products to other buyers, notwithstanding the fact that it has previously accepted Buyer's order. Buyer can provide DHL with a "standing order" for Products, which both parties acknowledge is conditional. DHL will notify Buyer that Products are available. DHL will receive and process said orders on a first-come, first-served basis, and advise the Buyer if its offer has been accepted. In the event DHL accepts Buyer's offer, Buyer will have forty-eight (48) hours from the date of acceptance (as defined on the invoice that is faxed or emailed to Buyer) to make payment for the Products. In the event Buyer fails to make payment for said Products within the aforementioned 48-hour period of time, DHL retains the right to sell the Products to other buyers, notwithstanding the fact that it has previously accepted Buyer's order.
Buyer agrees to provide DHL with its resale certificate of exemption from sales tax, if required.
Buyer agrees to make arrangements to have the Product picked up within seventy-two (72) hours after payment is made or after the load is released for shipment by DHL.
Buyer acknowledges and agrees that any purchase of Products is on a nonexclusive basis and subject to availability. Buyer acknowledges that DHL is not required to sell Products to Buyer, and Buyer is not required to purchase Products from DHL. Nothing in the Agreement should be construed as placing any obligation or liability upon DHL to offer any particular kinds or quality of merchandise for sale, or to transact any business with Buyer.
Orders and sales of Products will be based a percentage of the original value of the Products or based on a flat rate. For these purposes, "value" is defined as the price at which the Products are sold by the Clients.
Unless otherwise agreed upon by DHL in writing, within forty-eight (48) hours of DHL's acceptance of Buyer's offer, Buyer agrees to pay DHL the full amount of the sales price by credit card, wire transfer (EFT) or ACH draft to DHL‘s bank account only. Cash and/or check will not be accepted. All sales are “As-is, Where-is”. All sales to Buyer will be final, with no exchanges, returns, or refunds. If funds are not received within forty-eight (48) hours of sale, or within the time allotted in the terms of the preset agreement, DHL may declare the Buyer in default of this Agreement. DHL is not responsible for verifying or approving any sales terms or payment methods between Buyer and Clients, unless it is acting on behalf of Clients.
DHL or Buyer can arrange for transportation of Products from DHL facilities, and Buyer will pay all freight with respect to the same, unless the applicable Client has agreed to pay the freight. Payment for transportation of Products will be made by credit card, wire transfer (EFT) or ACH draft to DHL‘s bank account only. Cash and/or check will not be accepted. Buyer acknowledges that the freight rate quoted is only valid if the order invoice is paid within five (5) business days of the date listed on the invoice; DHL reserves the right to re-quote and adjust the freight rate for invoices not paid within such timeframe. No Products will be shipped from any facilities until released by DHL. Upon request, DHL will provide Buyer with complete transportation and logistics solutions that will execute the pickup and delivery of Products to any destination within the required timeframe. Transportation services include optimizing mode selection and scheduling pickup and delivery appointments. If Buyer requests such services, DHL Remarketing staff will assist Buyer in obtaining competitive transportation quotes.
Once Buyer has received Products, Buyer has three (3) business days in which to inspect Products for gross misrepresentation of quantity or type of goods, as described by Clients. Buyer must submit any such disputes or claims in writing to DHL within three (3) business days of receipt of Products. No other means by which Buyer might dispute the quantity or type of goods will be honored without submission in writing. DHL will utilize this written response in its attempt to urge the Clients to directly address issues with Buyer. The form will also enable DHL to maintain a database of such correspondence, organized by seller/buyer.
Dealer recognizes that the Products may be damaged and/or close-dated goods, and that the Products were not manufactured or produced by DHL. FURTHER, DEALER ACKNOWLEDGES THAT PRODUCTS PURCHASED ARE PURCHASED “AS-IS”, “WHERE-IS”, WITHOUT ANY WARRANTY OF ANY NATURE OR TYPE WHATSOEVER. DEALER FURTHER ACKNOWLEDGES THAT PRODUCTS DO NOT INCLUDE ANY EXPRESS OR IMPLIED WARRANTIES, OR ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AVAILABILITY, AND NON-INFRINGEMENT EITHER FROM CLIENT, THE ORIGINAL MANUFACTURER OF THE PRODUCTS, DHL, OR ANY OTHER ENTITY, SUCH WARRANTIES HEREBY BEING EXPRESSLY DISCLAIMED.
FURTHERMORE, DHL DISCLAIMS ANY LIABILITY FOR ANY DAMAGES OF ANY KIND, INCLUDING DIRECT, SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATIONS, ATTORNEYS’ FEES, LOST PROFITS, DOWNTIME COSTS, LABOR COSTS, OVERHEAD COSTS OR ANY OTHER CLAIMS, IN ANY WAY DUE TO, RESULTING FROM, OR ARISING IN CONNECTION WITH THE TRANSPORTATION OR ARRANGEMENT THEREOF, USE, SALE, OR PURCHASE OF ANY OF THE PRODUCTS, THE SERVICES, INFORMATION OR THE FAILURE OF ANY COVERED PARTY TO PERFORM OBLIGATIONS OR THE REFUSAL OF DHL TO SELL TO BUYER UNDER THIS AGREEMENT. AT NO TIME DOES DHL TAKE TITLE TO OR ASSUME LEGAL OWNERSHIP OF SUCH PRODUCTS EXCEPT FOR SUCH PRODUCTS THAT ARE PURCHASED BY DHL FROM CLIENT. TITLE TO THE PRODUCTS AND RISK OF LOSS PASSES TO BUYER WHEN PRODUCTS HAVE BEEN TENDERED TO THE CARRIER TO BE DELIVERED TO BUYER. The sale of liquidation product is governed by the Uniform Commercial Code, which requires discrepancies to be reported in a reasonable time after delivery.
Buyer will not directly, or through its retail outlets, or internet web site, advertise to the public any Products as purchased from DHL. Buyer will not use the name of the Client or its private brand names. Buyer shall not advertise or resell, nor permit the advertising or resale of Products as new or first-quality. Buyer shall include in its marketing, advertising and resale documentation the qualifications as necessary to distinguish the Products from new and first quality goods, including such specific qualifications as Dealer may be instructed by DHL to include from time to time. Buyer will be responsible for ensuring that any retail outlets will comply with these same restrictions set forth herein. Should DHL or Client identify Buyer as advertising Products as defined above, upon notification from DHL or Client, Buyer will immediately remove all such advertisements, and, if requested, will, at Buyer's sole cost and expense, return all Product to DHL or the Client at DHL's discretion. In the event of a violation of Buyer’s obligations hereunder, DHL, in its sole discretion, may remove Buyer from the approved list of buyers and prohibit Buyer from buying future Product.
Buyer agrees to indemnify, hold harmless, and defend DHL, Client, any party from which DHL acquired the Products, and any company affiliated with or related to DHL, from any liability, loss, or damage whatsoever, including attorneys’ fees, expenses, and court costs, resulting from any claims, suits (fines, settlements, penalties, and expenses), actions, or charges against DHL, any affiliated or related company, and/or any party from which DHL acquired the Products, by any party as a result of, or in connection with or based on (a) the transportation or arrangement thereof, sale, purchase, use, and/or resale of the Products; (b) any breach by Buyer of its obligations or representations or warranties under this Agreement, or (c) any breach of a third party sales agreement by Buyer or the third party. DHL, Client, and any party from which DHL acquired the Products disclaim any liability for any damages of any kind, including direct, incidental, or consequential damages, as a result of any transportation, use, sale, or purchase of any or all of the Products.
Neither party will be liable hereunder to the other party for any damages or delays which result from any act of God, unavoidable act, fire, flood, or other natural disaster; strike, lock-out, work stoppage, or other labor dispute; war, riot, civil commotion, act of a public enemy, act of terrorism, law, regulation, order, or other act of any controlling governmental authority; or any other cause beyond the reasonable control of such party; provided, however, that a party's delayed performance hereunder will be excused only for the period during which the event causing such delay continues.
Dealer shall be responsible for all taxes, tariffs, duties, and applicable expenses based on any sales transactions occurring under this Agreement.
Buyer shall procure and maintain all such insurance as is needed to cover Buyer’s entire liability under this Agreement, and as is required by all applicable laws. Buyer agrees to carry a policy of commercial general liability insurance (including products, completed operations, and broad form contractual liability) in an amount reasonably acceptable to DHL and the Clients.
Buyer agrees that money damages may not be an adequate remedy for any breach by Buyer of its obligations or its representations and warranties under this Agreement and that DHL shall be entitled to equitable relief, including an injunction and specific performance, in the event of any breach or threatened breach of this Agreement, in addition to any other remedies available to DHL at law or in equity. Buyer will be responsible for any costs, expenses, or or attorneys’ fees arising from any action taken as a result of a breach of this Agreement by Buyer. DHL reserves to itself all rights, counterclaims, other remedies and defenses that DHL is or may be entitled to arising from or out of this Agreement or as otherwise provided by law.
The term of this Agreement shall continue until terminated by either party in accordance with the terms and conditions of this Agreement. This Agreement may be terminated by DHL with or without cause at any time. Buyer may terminate this Agreement without cause by providing DHL with thirty (30) days' written notice. No termination of this Agreement shall affect, or in any way limit, the responsibilities and obligations of Buyer, with respect to its sale, use, or other disposition of those Products remaining in Buyer’s possession at the time of termination.
In the event either party breaches any provision of this Agreement, the non-breaching party will give the breaching party written notice specifying, with reasonable particularity, the nature of the breach, and the provisions of this Agreement affected thereby. The non-breaching party may terminate this Agreement if the breach is not cured by the breaching party (i) within ten (10) days following receipt of such written notice, with respect to a breach of any payment obligation, or (ii) within thirty (30) days following receipt of such written notice, with respect to a breach of any obligation other than payment. In the case of material breach, this Agreement may be terminated at any time, without notice.
During the term of this Agreement and for a period of two (2) years after termination of this Agreement, Buyer shall not directly or indirectly contact Clients or Product sources without the express written permission of an authorized representative of DHL.
This Agreement shall be governed by the laws of the State of North Carolina. Any action to enforce or interpret this Agreement shall be brought in Forsyth County, North Carolina.
DHL will comply with all applicable federal, state, local, or foreign laws or regulations governing the handling, storage, transportation, or disposition of the Products while such Products are in DHL's care, custody, or control. Should the sale of these Products result in noncompliance with such laws or regulations, DHL shall have sole discretion in selecting a disposal method that complies with those laws and regulations. Buyer shall at all times: (i) comply with all laws, rules, regulations and orders of any governmental authority applicable to Buyer in its performance under this Agreement, including, in particular, laws and regulations relating to anti-bribery and anti-corruption (including without limitation, and as applicable to Buyer, the UK Bribery Act and the Foreign Corrupt Practices Act), and laws and regulations governing the handling, storage, transportation, or disposition of any Products purchased by Buyer from DHL, including, without limitation, the disposition of any hazardous materials; and (ii) without prejudice to the foregoing, not pay (or offer to pay) or receive (or offer to receive) any bribe, gift, facilitation payment or other monetary or non-monetary inducement in connection with this Agreement.
All notices, requests, demands, or other communications required or permitted herein shall be in writing and shall be deemed to have been duly given if personally delivered or if mailed by United States Postal Service certified or registered mail or by overnight courier to the following addresses: If to DHL, One West Fourth Street, Winston-Salem, NC 27101, Attention: President, with a copy to General Counsel. If to Buyer, to the address provided by the Buyer upon registration at the DHL Liquidation and Remarketing Sites.
This Agreement sets forth the entire understanding between the parties, and supersedes any and all prior agreements, written or oral, with respect to the subject matter hereof, and cannot be amended or modified, except in a writing, signed by both parties except that DHL may update certain terms and conditions of this Agreement from time to time by posting updated terms and conditions on the DHL Liquidation and Remarketing Sites. DHL will notify Buyer whenever the terms and conditions of this Agreement have been updated. If Buyer continues to access DHL Liquidation and Remarketing Sites and/or continues to purchase Products after such notification, DHL will deem that Buyer has accepted the revised terms and conditions. The representations and warranties under this Agreement, which, by their terms and context show the parties intended them to survive the termination of this Agreement for any reason, including but not limited to, provisions governing confidentiality, ownership, indemnification and liability, and Buyer’s obligations pertaining to the resale of the Products, shall survive any expiration or termination of this Agreement.
The intended purpose of the DHL Liquidation and Remarketing Sites for the purchase of goods in the United States is to provide service and vehicle for organizations to buy and sell inventory in a controlled environment. Further, the DHL Liquidation and Remarketing Sites offer its users automated notification processes through email notification and limited historical reporting of buying and selling activity.
By registering for this service, user accepts and agrees to the terms and conditions detailed in this user agreement. If user does not agree with any part of this agreement, user may not use or access this site.
DHL’s objective is to preserve the confidentiality of information and provide a secure environment, suitable for transactions to occur. Users also have responsibility to contribute to site security by maintaining limited access to their password and login information.
Transactions are available only to individuals or entities that can form legally binding contracts. Minors in any jurisdiction may not participate in any services provided by DHL Liquidation and Remarketing Sites. All users must be in agreement with the Salvage Buyer Agreement. DHL reserves the right to review and verify all information submitted as part of the registration process, and, at its sole discretion, deny or delay approval of user’s registration application. When DHL notifies the user that his/her application has been approved, he/she becomes a registered user and is then granted access to the site and its services. Registered users are required to secure their passwords and preserve their confidentiality. Do not share or redistribute login information or passwords to other organizations. It is also the user’s responsibility to keep all registration information accurate, and to provide changes as needed.
Bidding for goods in an auction demonstrates intent to purchase, and financial capacity to do so. Upon placing a bid, buyer may not retract, amend, or modify that bid. With the exception of seller fraud, Buyer agrees to complete purchase in accordance with the terms listed in the Salvage Buyer Agreement. Failure to do so puts Buyer in default. Accounts determined to be in default will be suspended from any future use, or terminated, by DHL. Sellers may sell or dispose of goods in any fashion they deem appropriate, should a buyer enter default.
All users agree not to communicate or negotiate any information of any kind with any other registered user while in the process of completing the sale of assets listed on DHL Liquidation and Remarketing Sites outside of DHL Liquidation and Remarketing Sites (a “circumventing transaction”).
All users must complete the online registration application process in order to be reviewed for approval to gain access to DHL Liquidation and Remarketing Sites. All users are required to keep all information accurate and current. Failure to do so may result in suspension or termination of account use.
Service Interruption: Although it is our intent to provide continuous, live access to DHL Liquidation and Remarketing Sites, there are circumstances that may cause interruptions of service. DHL is not responsible for any damages incurred as a result of such interruptions. Users also agree not to engage or participate in any activities likely to cause such interruptions, such as transmitting viruses or bulk emailing.
Site Changes: DHL reserves the right, at any time, and at its sole discretion, to change, modify, or terminate any aspect of DHL Liquidation and Remarketing Sites, without notice.
Record Keeping: DHL cannot guarantee the preservation or availability of historical records relating to historical auction or bidding activity.
Taxes: User acknowledges and agrees that DHL does not have responsibility to report, calculate, determine, or anticipate the payment of any taxes that may be owed by a user in connection with the use of the web site and its services. User is solely responsible for the calculation and payment of any taxes associated with the use of the web site or services.
No Agency: The relationship between users and DHL is that of an independent contractor. No agency, partnership, joint venture, or franchise relationship is implied, intended, or created as part of this user agreement.
Venue Only: For the purchase of merchandise in the United States, subject to the terms and conditions of the Salvage Buyer Agreement, DHL Liquidation and Remarketing Sites serves only as a venue for its users to buy and sell merchandise. At times, DHL may not be involved in the actual transaction between buyer and seller. DHL has no control over the quality, safety, and legality of the merchandise sold on this web site. DHL does not guarantee the accuracy or reliability of information provided by users on the DHL Liquidation and Remarketing Sites. Under no circumstances will DHL be liable for any loss or damage caused by reliance on information obtained through the web site, or on any offer misrepresented or not fulfilled by a user or business. It is the user’s responsibility to evaluate the accuracy, completeness, or usefulness of any offer made through the web site. User hereby acknowledges that any reliance upon any information obtained from the web site will be at User’s own risk. DHL reserves the right, at its discretion, and without obligation, to change the web site at any time. The web site information is provided on an "as is, as available” basis. DHL EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AVAILABILITY, AND NON-INFRINGEMENT ARISING OUT OF THE USER’S USE OF THE DHL LIQUIDATION AND REMARKETING SITES. IN NO EVENT SHALL DHL BE LIABLE WITH RESPECT TO THE INFORMATION ON THE DHL LIQUIDATION AND REMARKETING SITES FOR ANY AMOUNT IN EXCESS OF THE FEES PAID BY USER THEREOF, OR FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER.
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