Terms of Use
Introduction
Central Metal Source (“CMS” or “We”) provides online services (as defined below) through the site https://www.centralmetalsource.com/ (the “Site”) to online users (“You”), subject to the following Terms of Use (“Terms” or “Agreement”). These Terms may be modified and/or updated from time to time. Your continued use of the Site is deemed to be acceptance of any changes, so please check these Terms periodically for updates. If You do not agree with our Terms, your choice is not to use the Site. By accessing or using the Site, You shall be bound by these Terms, along with CMS’s Privacy Policy and/or any other applicable policies, such as the related Buyer Agreement and Seller Agreement.
Definitions
Affiliates refers to Fairbid International, LLC, Central City Steel, Inc., Central Auction Group, Inc. and any other entity that directly or indirectly controls, is controlled by, or is under common control or common ownership with CMS or its or their successor in interest.
Buyer refers to any individual or entity and its representatives registered on the Site to buy Goods in compliance with the applicable Buyer Agreement, Terms of Use and Privacy Policy of the Site.
Seller refers to any individual or entity and its representatives registered on the Site to sell Goods in compliance with the applicable Seller Agreement, Terms of Use and Privacy Policy of the Site.
Services refers to any and all services provided by CMS through the Site.
Goods collectively refers to materials and equipment available on the Site.
Registration
In order to access CMS’ Services, including bidding on/purchasing Goods or listing Goods for sale, You must register on the Site. You are responsible for: (i) maintaining your username and password; and (ii) all activities that occur under your username, password, or on your account.
CMS shall not be liable for any loss or damage arising from your failure to comply with the terms of this Agreement and You agree to indemnify and hold CMS harmless for any costs incurred in connection with the same.
Termination and Modification of Services
Termination of Services. You agree that: (i) CMS may terminate your access and/or use of its Services for any reason, including access to your CMS account on the Site; and (ii) CMS shall not be liable to you or any third party for the termination of your access to the Services.
Modification of Services. CMS may modify the Services provided through the Site from time to time. You agree that CMS shall not be liable to you or any third party for any modification or discontinuance of any Services provided on the Site.
CMS Site Content
CMS holds all rights to the materials and content on this Site, which are the copyrighted work of CMS. You have no right to copy, download, display, perform, reproduce, distribute, modify, edit, alter or enhance any of the materials on the Site for any purpose.
Disclaimer
Your use of this Site is done so at your own risk. The Site may include certain inaccuracies or errors that may impact the Services provided on the Site, including, without limitation, any information related to Goods available for sale. Information on the Site has not been independently verified or authenticated in whole or in part by CMS. CMS does not warrant the accuracy or timeliness of the descriptions and/or pictures of Goods that are purchased by You on the Site. As a result, You release CMS from any and all liability for errors or omissions in the descriptions and/or pictures on the Site.
IN NO EVENT SHALL CMS OR ITS AFFILIATES BE LIABLE FOR DAMAGES OF ANY KIND ARISING OUT OF THE USE OF, ACCESS TO, RELIANCE ON, INABILITY TO USE, OR IMPROPER USE OF THE SERVICES OR THE SITE, OR ANY INFORMATION OR MATERIALS AVAILABLE THEREON (INCLUDING, BUT NOT LIMITED TO, ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR DAMAGES FOR LOSS OF PROFITS, GOODWILL OR REVENUE, BUSINESS INTERRUPTION, OR LOSS OF DATA), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE.
Indemnification
Release of Liability and Indemnification. You and any third-party invitee irrevocably and unconditionally waive and release your rights (if any) to recover from CMS and its Affiliates for any and all damages, losses, liabilities, costs, expenses or claims (“Losses”), whether direct or indirect, known or unknown, or foreseen or unforeseen, which may arise from or be related to any property damage, bodily injury or other loss which occurs on or around CMS’s premises. Further, You shall defend, indemnify and hold CMS and its Affiliates harmless from and against any and all Losses (including reasonable attorneys’ fees and costs) arising from claims made by You or any third party for: (i) property damage or bodily injury which occurs on CMS’s premises; (ii) any failure by Buyer or Seller to comply with all applicable laws or regulations; and (iii) the sale or transfer by Buyer or Seller of any Goods to third parties.
YOU SHALL COMPLY WITH ALL APPLICABLE LAWS RELATING TO THE USE OF THE SERVICES. YOU SHALL DEFEND, INDEMNIFY AND HOLD HARMLESS CMS AND ITS AFFILIATES FROM AND AGAINST ANY CLAIMS, DAMAGES, OBLIGATIONS, LIABILITIES, FINES, JUDGMENTS, LOSSES COSTS OR EXPENSES (INCLUDING REASONABLE ATTORNEY’S FEES AND COSTS) ARISING OUT OF OR RELATED TO YOUR FAILURE OR ALLEGED FAILURE TO COMPLY WITH APPLICABLE LAWS OR THE TERMS OF THIS AGREEMENT.
UNDER NO CIRCUMSTANCES SHALL CMS OR ITS AFFILIATES BE LIABLE FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR LOST PROFITS RESULTING FROM OR ARE RELATED TO THE SALE, DISTRIBUTION, USE, OR INABILITY TO USE, ANY GOODS, EVEN IF CMS OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Agreement of Arbitrate Disputes
You shall first negotiate with CMS in good faith to resolve any claim or dispute relating to the terms of this Agreement and/or any Goods sold (each individually or collectively, a “Claim”). In order to proceed with a Claim, You must send a written description of the Claim to CMS by email transmission or by mail to commence the negotiation process. A written description shall include specific information regarding the precise nature of the Claim, the facts giving rise to such Claim, the desired resolution, and other facts that You deem relevant. CMS shall have twenty-one (21) business days, commencing on the first full business day after the date that the written description is received (the “Claim Date”), to investigate and respond to the Claim. All good faith negotiations shall conclude within sixty (60) days of the Claim Date.
Any Claims between You, Your representative and CMS shall be submitted to and resolved exclusively by binding arbitration instead of litigation. The parties acknowledge that arbitration is more informal than the filing of a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, allows for more limited discovery than in a court proceeding and is subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award.
You shall submit any Claim to the American Arbitration Association (the “AAA”) in accordance with its Commercial Arbitration Rules. The AAA’s Commercial Arbitration Rules are hereby incorporated by reference into this Arbitration Policy and are available at adr.org. You shall be responsible for your own arbitration costs.
Miscellaneous
Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the Commonwealth of Pennsylvania.
Entire Agreement; Severability. This Agreement constitutes the parties’ entire agreement and understanding. If any term or condition of this Agreement is held to be invalid or unenforceable, the remaining terms and conditions shall remain in full force and effect and in no way shall be affected or invalidated.
Waiver. Waiver by CMS of the performance of any covenant, condition or promise made by You shall not invalidate this Agreement, nor shall it be considered to be a waiver by CMS of any other covenant, condition or promise contained herein. The waiver by CMS of the time for performing any act shall not be constructed as a waiver of any other act required to be performed at a later date.
