Terms of Purchase

 

These Terms of Purchase is a contract between you and GameStop, Inc. (“GME” or “Seller”) effective as of November 11, 2022.  By placing a bid or purchasing Inventory (defined below), you agree to be bound by these Terms of Purchase. If you do not agree to these Terms of Purchase you may not bid upon or purchase Inventory.

 

PLEASE READ SECTION 11 (DISPUTES) CAREFULLY. IT AFFECTS YOUR RIGHTS AND WILL HAVE A SUBSTANTIAL IMPACT ON HOW CLAIMS OR DISPUTES WILL BE RESOLVED.

 

1. Nature of Relationships

 

GME provides an opportunity for Buyers to purchase Inventory from GME. GME makes no representations or warranties regarding, any Inventory. Further, GME does not recommend or endorse any Inventory, and makes no representations or warranties regarding any Inventory. You should exercise caution and use your independent judgment before bidding upon or purchasing Inventory.

 

2. Definitions

 

1. 1. “Binding Shipping” means a shipping option whereby Seller has elected to require Buyers to use a designated carrier to ship purchased Inventory, at shipping rates determined by the carrier.
   2. “Buyer” or ”you” or ”your” means the individual who purchases Inventory from Seller under these Terms of Purchase, and the separate legal entity that such individual represents in making the purchase, if applicable.
   3. A ”Completed Purchase” occurs when the Purchase Price for the Inventory has been received in the GME account, as specified in the email sales order, and Buyer picks up the purchased Inventory from GME.
   4. “Inventory” means Seller’s products that are available for purchase as described on the product list provided by Seller to you.
   5. “Listing” means the content on the product list provided by Seller to you associated with particular Inventory, including, but not limited to, the description and quantity of the Inventory. Seller shall have the right to modify or correct any Listing at any time prior to the end time of the Listing and, unless a cancellation is made by Seller pursuant to Section 4.2, such modification shall be binding on any purchase of any Inventory placed after such modification has been made.
   6. “Purchase Price” means, with respect to any Inventory, the Winning Bid Amount.
   7. “Winning Bid Amount” means, with respect to any Inventory, the bid/offer selected by Seller at its sole discretion on or after the final closing time for the bidding sales process for such Inventory. The Winning Bid Amount does not include shipping and handling charges (if applicable), taxes, or bank fees for the payment, each of which shall be paid by Buyer.

 

3. Sale Process

 

1. 1. Inventory. Inventory offered in the product listing exists in different conditions (including new, previously used and refurbished, “as-is,” or previously used, including defects); the applicable condition of any given Inventory shall be set forth in its respective Listing and include the applicable grading set forth in the Grading Criteria.

 

1. 2. Sale Process. GME will be your primary point of contact regarding all Listing, bidding, payment and customer service issues. Inventory will be sold pursuant to the process set forth in this Section 3 (the “Sale”). GME will distribute a description of applicable Listings on a product list, which will group Inventory into homogenous lots (to the extent possible) with target pricing for each lot. If you wish to bid on such lots, you will be required to enter your bid amount. Your bid is expected to be (i) in an amount equal to or greater than the target price and (ii) placed before the scheduled closing time for such Listing. If two or more bids are reasonably close in amount, GME will contact the applicable bidders to provide them an opportunity to increase their bid amounts. The bidder that submits the highest offer will win the lot. If your bid is deemed the winning bid, GME will notify you and provide you a sales order that includes wire payment instructions. It is your responsibility to keep your current email address on file with GME and to timely check your email to determine if you are the winning bidder for any Inventory for which you placed a bid. GME is not responsible for the failure of a sales order to reach you for any reason, including, but not limited to, technical problems or other system error.

 

3. 3. Winning Bids. If your bid is deemed the winning bid at the end of the Sale, you agree to remit payment for such Inventory via wire transfer within 24 hours of your receipt of the sales order, unless the Listing or other notice you may receive from GME indicates a later time at which payment is due. Your payment will be made to GME via the wire instructions GME provides to you. If you fail to pay for the Inventory by the deadline for payment, you shall forfeit any right to purchase such Inventory and GME may deactivate your account and you will be disallowed from placing bids in the future, and GME may, at its sole discretion, choose to (i) contact another bidder in the Sale for such Inventory and offer to sell such Inventory to such bidder at such bidder’s bid price or (ii) offer such Inventory to another customer. Following receipt of proof of your wire payment and GME’s independent confirmation of same, GME will contact you so that you may arrange pickup of the Inventory.
       
4. Conditions to Sale; Payment

 

1. 1. Purchase Price. In consideration for your full payment of the Purchase Price to GME, in the manner and by the deadlines set forth in the these Terms of Purchase, Seller hereby agrees to sell to you such Inventory. Nothing in these Terms of Purchase or any Listing shall otherwise obligates Seller to sell Inventory to you. You shall be solely responsible for all taxes, shipping and handling charges, bank fees, and any other expenses incurred in connection with your purchase hereunder.

 

1. 2. Cancellation. Please note that there may be certain bids and/or purchases that GME is unable to accept and must cancel. Situations that may result in your bid or purchase being canceled include, but are not limited to, inaccuracies or errors in product or bid information contained in Listings, or problems identified by GME’s credit and/or fraud avoidance departments. While GME strives to provide accurate product and bid information, typographical or system errors may occur. GME has the right, at its sole discretion, to refuse or cancel any purchases of Inventory for any reason. In the event that a bid or purchase must be refused or cancelled, GME will notify you by email of such refusal or cancellation.

 

1. 3. Payment Terms. You shall submit the Purchase Price to GME under the payment terms set forth in the applicable sales order and invoice. Once your payment is complete, GME will transmit a paid invoice email (“Paid Invoice”) to you, which Paid Invoice will serve as an authorization to release the Inventory to you. GME may revise the payment terms from time to time in its sole and absolute discretion upon notice to you; provided, however, that any change to payment terms will not be effective for any then-pending Sale, but rather will only be effective for the next Sale subsequent to such notice. Upon acceptance of such Purchase Price and fulfilment of any other applicable conditions to sale, Seller will sell you the Inventory and shall make such Inventory available for removal by you or your agents in the manner set forth in Section 5 below.

 

1. 4. Exports. Inventory is not sold for export. If Buyer intends to export Inventory outside of the United States (directly or indirectly), Buyer must comply with all applicable laws (including, but not limited to Export Administration Regulations and Denied Party Screening Obligations) and satisfy all conditions necessary for the export of such products. GME shall not be listed as the shipper, exporter of record, or USPPI (U.S. Principal Party Interest) on any documentation, including any air bill, bill of lading, commercial invoice or AES form and Buyer shall be properly identified as the exporter of record. Buyer is responsible for compliance with all export laws, including duties, taxes, charges or other fees. Upon request and as a condition precedent to delivering title of Inventory, GME may require documentation necessary to confirm that Buyer has properly completed commercial invoices, AES forms or other documentation necessary for the export of Inventory. The foregoing obligations apply to the sale of all Inventory, even if the initial destination of such products is within the United States. Buyer agrees to indemnify GME for non-compliance with its obligations set forth in this Section .
   5. Other Conditions. GME shall not be obligated to complete any sale or transfer any Inventory to you unless and until you have submitted to GME all information requested by GME, including an accurate, valid and complete re-sale certificate in a form acceptable to GME.

 

1. 6. Identification of GameStop. You shall not sell, lease or otherwise transfer or dispose of any of the Inventory, unless you first Demanufacture such Inventory. “Demanufacture” means, in accordance with GME’s specifications, either (a) to remove, if possible, all of the identifying marks, including, but not limited to, GME’s or its affiliates’ names, logos, serial numbers, UPC numbers, RA numbers, and other identifying marks (including but not limited to tags, labels, price stickers, bar codes, or other carton or packaging markings) from the packaging, [or] (b) to clearly and conspicuously mark the packaging so that it is readily apparent and obvious that the Inventory have been through a salvage process. Although you should not have access to any GME customer information, including without limitation, sales receipts, addresses, phone numbers, credit card numbers or other personally identifiable information, if you receive any such information that may be included with the Inventory, You will remove, delete, and destroy all such information. You shall not under any circumstances (i) identify GME, its parent or any of its affiliates or divisions as the source of the Inventory; (ii) advertise the Inventory using any name relating to GME, its parent or any of its divisions or affiliates, including but not limited to GME, or any of its or their private labels, in any manner; (iii) make reference to GME or its parent or any of its affiliates or divisions in any signing or advertising; or (iv) advertise the Inventory using any name related to GME’s suppliers.

 

5. Removal and Acceptance of Inventory

 

1. 1. Title; Risk of Loss. Title to the Inventory shall remain with Seller until you have paid the Purchase Price and you or your agent take possession of the Inventory. You expressly acknowledge and agree that risk of loss and liability for the Inventory shall pass to you upon pickup by you or a carrier appointed by you (if you have the option to pick up the Inventory or use your own carrier and have elected to do so) or a carrier appointed by Seller (if the Inventory is subject to Binding Shipping or the Seller otherwise arranges the shipment). You or your agent shall have the right to count the number of pallets containing the Inventory to confirm the quantity of pallets matches the shipping manifest prior to taking possession. Unless the quantity of pallets does not match the shipping manifest, if you fail or refuse to accept the delivery of such Inventory and the Inventory is returned to Seller, GME will re-initiate a new shipment, and you will be responsible for paying for the cost of reshipment. You expressly acknowledge and agree that you shall have no right to return the Inventory after taking possession of the Inventory, except as expressly s et forth below.

 

1. 2. Inspection; Acceptance. After taking possession of the Inventory, you shall have twenty-four (24) hours to inspect the Inventory for any missing items; thirty (30) days to notify GME of blacklisted, lost, or stolen items; and seven (7) days to inspect the Inventory for any discrepancies with the description of the Inventory contained in the Listing, and to report any discrepancies to GME. To report a discrepancy, you must send an email to the GME Business Operations Team at RMAB2B@gamestop.com that identifies the Inventory and describes the purported missing items and/or discrepancies in a template provide by GME (“Discrepancy Report”). Seller shall have the right to conduct an additional inspection at its own expense. If Seller agrees that there was a missing item or discrepancy, Seller will work with you to reach an amicable resolution, which may include a reimbursement of some or all of the Winning Bid Amount. Any such reimbursement may be in the form of a credit refund provided that the Inventory is returned to GME and verified at GME’s discretion. If Seller does not agree that there was a discrepancy, or you and the Seller cannot agree on an amicable resolution, the dispute between you and Seller shall be resolved in accordance with the terms set forth in Section 11. If you have taken possession of Inventory and do not submit a valid Discrepancy Report within the applicable inspection period, you shall be deemed to have made an unqualified acceptance of the Inventory, and you waive all claims with respect thereto. All sales are final.
   3. Further Assurances. Each party agrees that it will execute and deliver, or cause to be executed and delivered, all such other instruments, and it will take all reasonable actions, as may be necessary to transfer and convey the Inventory to Buyer and to consummate the transactions contemplated herein.

 

6. Confidential Information

 

Buyer acknowledges that GME may provide to Buyer bank account information to facilitate payment of the Purchase Price, or other information that is identified as confidential at the time of disclosure or should reasonably be considered confidential based on the circumstances surrounding the disclosure and the nature of the information disclose (“Confidential Information”). Buyer agrees to: (i) hold in confidence and not disclose Confidential Information to third parties except as permitted by these Terms of Purchase; and (ii) use the Confidential Information only to fulfill its obligations and exercise its rights under these Terms of Purchase. Buyer may share Confidential Information with its employees, agents or contractors having a legitimate need to know (provided that Buyer remains responsible for such parties’ compliance with the terms of this Section 6). These confidentiality obligations do not apply to (and Confidential Information does not include) information that: (i) is or becomes public knowledge through no fault of Buyer; (ii) was known by Buyer prior to receipt of the Confidential Information; (iii) is rightfully obtained by Buyer from a third party without breach of any confidentiality obligation; or (iv) is independently developed by Buyer without using GME’s Confidential Information. Buyer may also disclose Confidential Information to the extent required by law or court order, provided it gives advance notice to GME (if permitted by law) and cooperates in any effort by GME to obtain confidential treatment for the information. This Section 6 shall survive each purchase transaction hereunder, and any termination of these Terms of Purchase.

 

7. Representation and Warranty

 

Buyer represents and warrants that if it creates or uses a GME account on behalf of a business entity, including by placing a bid for Inventory, it is authorized to act on behalf of such business entity and to bind the business entity to these Terms of Purchase.

Buyer further represents and warrant that all information it submits to GME in connection with the bidding upon or purchase of Inventory is true, complete, and accurate.

 

8. WARRANTY DISCLAIMER; LIMITATION OF LIABILITY

 

EXCEPT AS EXPRESSLY SET FORTH IN A LISTING OR THESE TERMS OF PURCHASE, ALL INVENTORY IS PROVIDED TO YOU “AS IS” AND “WHERE IS.” IN ADDITION, AND TO THE FULLEST EXTENT PERMITTED BY LAW, GME DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE INVENTORY OR ANY OTHER MATTER, INCLUDING WITHOUT LIMITATION THE INVENTORY’S CONDITION OR QUALITY OR THE WARRANTIES OR CONDITIONS OF NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE.

 

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, GME (INCLUDING ITS PARENTS, SUBSIDIARIES, AND AFFILIATES, OFFICERS, DIRECTORS, AGENTS AND EMPLOYEES) IS NOT LIABLE, AND BUYER AGREES NOT TO HOLD GME RESPONSIBLE, FOR ANY DAMAGES OR LOSSES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, LOSS OF MONEY, GOODWILL OR REPUTATION, PROFITS, OTHER INTANGIBLE LOSSES, OR ANY SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES) RESULTING DIRECTLY OR INDIRECTLY FROM THE FOLLOWING, EVEN IF GME HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES:

 

1. ANY INFORMATION OR CONTENT YOU PROVIDE (DIRECTLY OR INDIRECTLY);

 

2. YOUR PURCHASE OF, USE OF, OR INABILITY TO USE INVENTORY, INCLUDING BUT NOT LIMITED TO ANY INJURY OR DEATH INCURRED AS A RESULT OF THE USE OR INABILITY TO USE INVENTORY;

 

3. DELAYS OR DISRUPTIONS IN THE INVENTORY BEING MADE AVAILABLE TO YOU;
4. VIRUSES OR OTHER MALICIOUS SOFTWARE OBTAINED BY SUBMITTING YOUR BID OR OTHERWISE INTERACTING WITH GME IN CONNECTION WITH THESE TERMS OF PURCHASE;

 

5. GLITCHES, BUGS, ERRORS, OR INACCURACIES OF ANY KIND OBTAINED BY SUBMITTING YOUR BID OR OTHERWISE INTERACTING WITH GME IN CONNECTION WITH THESE TERMS OF PURCHASE;

 

6. DAMAGE TO YOUR HARDWARE DEVICE OBTAINED BY SUBMITTING YOUR BID OR OTHERWISE INTERACTING WITH GME IN CONNECTION WITH THESE TERMS OF PURCHASE;

 

7. THE CONTENT, ACTIONS, OR INACTIONS OF THIRD PARTIES, INCLUDING, WITHOUT LIMITATION, AS RELATED TO INVENTORY LISTED ON THE SITE; AND

 

8. A SUSPENSION, DEACTIVATION OR OTHER ACTION TAKEN WITH RESPECT TO YOUR ACCOUNT.

 

IN NO EVENT SHALL GME ’S LIABILITY FOR ANY AND ALL LOSSES OR DAMAGES RELATED TO THE BIDDING UPON OR PURCHASE OF ANY INVENTORY EXCEED THE PURCHASE PRICE ACTUALLY PAID BY BUYER FOR THE INVENTORY AT ISSUE. THIS LIMITATION OF LIABILITY SHALL SURVIVE EACH PURCHASE TRANSACTION AND SHALL APPLY NOTWITHSTANDING THE FAILURE OF AN ESSENTIAL PURPOSE OF ANY LIMITED REMEDY HEREIN.

 

SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF WARRANTIES OR EXCLUSION OF DAMAGES, SO SUCH DISCLAIMERS AND EXCLUSIONS MAY NOT APPLY TO YOU.

 

9. RESERVED

 

10. INDEMNIFICATION

 

YOU WILL INDEMNIFY AND HOLD GME (INCLUDING ITS PARENTS, SUBSIDIARIES, AND AFFILIATES, OFFICERS, DIRECTORS, AGENTS AND EMPLOYEES) HARMLESS FROM ANY CLAIM OR DEMAND, INCLUDING REASONABLE LEGAL FEES, DUE TO OR ARISING OUT OF (A) YOUR BREACH OF THESE TERMS OF PURCHASE OR THE USER AGREEMENT, (B) YOUR USE OF THE SITE OR SERVICES, (C) YOUR SUBSEQUENT SALE, EXPORT, USE OR HANDLING OF ANY INVENTORY, (D) YOUR BREACH OF ANY APPLICABLE LAW OR REGULATION, OR (E) YOUR INFRINGEMENT VIOLATION OF THE RIGHTS OF ANY THIRD PARTY.

11. DISPUTES

 

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR RIGHTS AND WILL HAVE A SUBSTANTIAL IMPACT ON HOW CLAIMS OR DISPUTES WILL BE RESOLVED. IF YOU BID UPON, PURCHASE, OFFER FOR SALE, OR SELL INVENTORY THROUGH THE GME SITE (ENTER INTO A “TRANSACTION”), ANY CLAIM OR DISPUTE THAT ARISES OUT OF OR RELATES TO THE TRANSACTION, SUCH CLAIM OR DISPUTE WILL BE RESOLVED EXCLUSIVELY BY A STATE OR FEDERAL COURT LOCATED IN THE STATE OF TEXAS, AND YOU AND GME EACH AGREE TO SUBMIT TO THE PERSONAL JURISDICTION OF THE COURTS LOCATED WITHIN THE STATE OF TEXAS FOR PURPOSES OF LITIGATING ALL SUCH CLAIMS OR DISPUTES, AND WAIVE ALL OBJECTIONS TO PERSONAL JURISDICTION IN THE STATE OF TEXAS.

 

12. General Provisions

 

1. 1. Governing Law. These Terms of Purchase will be construed in accordance with and governed exclusively by the laws of the State of Texas applicable to agreements made among Texas residents and to be performed wholly within such jurisdiction, regardless of such parties’ actual domiciles.

 

1. 2. Independent Contractors. These Terms of Purchase does not create, and nothing contained in These Terms of Purchase will be deemed to establish a joint venture between any of the parties, or the relationship of employer-employee, partners or principal-agent. Further, no party will have the power to bind any other party without the other’s prior written consent nor make any representation that it has any such power.

 

1. 3. Severability; Headings. If any provision herein is held to be invalid or unenforceable for any reason, the remaining provisions will continue in full force without being impaired or invalidated in any way. The parties agree to replace any invalid provision with a valid provision that most closely approximates the intent and economic effect of the invalid provision. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.

 

1. 4. Force Majeure. If performance hereunder is interfered with by any condition beyond a party’s reasonable control, such as an act of God, the affected party will be excused from such performance to the extent of such condition.

 

1. 5. Entire Agreement; Waiver. These Terms of Purchase, including all agreements referred to and incorporated herein, sets forth the entire understanding and agreement of the parties, and supersedes any and all oral or written agreements or understandings between the parties. The waiver of a breach of any provision of these Terms of Purchase will not operate or be interpreted as a waiver of any other or subsequent breach.

 

1. 6. Breach of Terms of Purchase. If you fail to comply with any term or condition in this Terms of Purchase, GME may immediately terminate your account, deactivate your password and seek any other remedy available to GME or its affiliates.