By accessing any of this website portion you hereby expressly consent and agree to abide by the following:
Terms and Conditions
GMEX - The Global Material Exchange (the "Company") will give an approved business or individual (individually a "User" and collectively "Users") access to this web site ("Site"), which access shall be subject to the following terms and conditions contained herein (this "User Agreement"). As a condition of using the Company's Site, each User agrees to review and accept each of the terms and conditions of this User Agreement. BY REGISTERING TO USE THE COMPANY'S SITE, YOU ACCEPT AND AGREE TO EACH OF THE TERMS AND CONDITIONS SET FORTH BELOW. IF YOU DO NOT AGREE TO ACCEPT EACH AND ALL OF THE FOLLOWING TERMS AND CONDITIONS, DO NOT USE THIS SITE.
Description of Site and Levels of Access
Users of this Site can qualify for 3 different levels or categories of access: (1) Buyer, (2) Seller, and (3) Buyers & Sellers. To become a registered user for any level/category, an applicant is required to fill out truthfully and accurately the information requested of in the Registration Application.
www.gmex.com is Only A Venue
www.gmex.com is merely a venue for registered Users to communicate, gather information and participate in the online commercial transactions. The Site and the Company's sole purpose is to facilitate the commercial communications process and provide an efficient resource for research, communication and commerce within the metals industry. The Site and the Company does not guarantee and disclaims any liability with respect to the accuracy of any information provided by Sellers with respect to quality, condition, documentation or ownership of the items advertised for sale on its Site or the accuracy of any other information provided by Users in connection with any aspect of the Site. The Company does not guarantee any individual Seller’s or Buyer's ability to complete transactions using the Site and makes no representation regarding the identity, creditworthiness, or performance of any User. Each User is encouraged to evaluate carefully the credit and business rating of every other User with whom transactions are contemplated, including the D-U-N-S number provided by a User to assess its creditworthiness. Any and all disputes between Buyers and Sellers at any time during or after the negotiation and or consummation of a transaction in which The Global Material Exchange facilitated the occurrence of that negotiation or transaction are to be resolved directly between the parties in accordance with their respective policies on such matters.
Every person that wishes to become a User must first fully and accurately complete the applicable sections of the Company's Registration Application. Upon submission of a completed Registration Application, each User agrees to accept each and every one of the terms and conditions of this User Agreement. The Company reserves the right to review and verify the information provided in an applicant's Registration Application and to limit, postpone or reject the application for any reason, including not meeting the Company's required qualifications as set forth below. Each User understands that, until its Registration Application has been approved, it will not have access to the Site. The Company reserves the right, in its sole discretion, to review each User's status and compliance with the terms of the User Agreement and to suspend or terminate a User's privilege to access the Site at any time without notice.
User Qualification and Access
User qualifications and the appropriate level of access will be determined in the sole and absolute discretion of the Company. The qualifications will be based on an individual's or company's business and financial status, as well as verification that each User is "in the business" of buying and/or selling the items listed in their approved category. The Company will determine each User's approved category based on each User's qualifications. User qualification and category access will be based on many factors, including but not limited to the following: whether the User is a Buyer or Seller, geographic or other Seller imposed restrictions, type of product, etc. Each User will be required to stay within its approved category and not to deviate from any restrictions imposed on such category. Any deviation from the restrictions imposed on the approved category will be grounds for automatic termination of access to the Site.
Each User creates their username and password and is solely responsible for its confidentiality. User agrees not to furnish User name, Password or other information to any other party for any use of the Company's Site. User agrees to notify the Company immediately of any unauthorized use of User's personal Password, User name or other information.
User Conduct and Behavior
Each User who uses the Company's Site represents, warrants and agrees that it will not:
- ·Falsify or misrepresent any personal or business information regarding its identity or intentions with respect to any matter, at any time, while using this site or in subsequent communications between parties that may result as an outcome of one party's use of this Site;
- ·Post, publish, transmit, distribute, or upload any information through the Site that the Company, in its sole and absolute discretion, deems unlawful, obscene, derogatory, abusive, threatening, discriminatory with respect to race or gender, or is otherwise disagreeable;
- ·Post, publish, transmit, distribute, or upload any information through the Site that contains a virus, or any other harmful software code or programming routine;
- ·Post, publish, transmit, distribute, or upload any information through the Site that is unlawful, fraudulent, or otherwise disagreeable, including without limitation, any information, communication or transmission that constitutes or supports the commission of any illegal activity or any violation of local, state, national or foreign law, including without limitation any export laws and regulations;
- ·Post, publish, transmit, distribute, or upload any information through the Site that violates any copyright, trademark or any other proprietary intellectual property rights of others, unless the User has obtained permission from such owner;
- ·Post, publish, transmit, distribute, or upload through the Site any bulk e-mail solicitations, chain letters, solicitations, advertisements, pyramid schemes or any other unsolicited communication, including, without limitation, spamming the Company's Users;
- ·Use, reproduce, distribute, publish or communicate any information obtained from the Site, including any transaction activity or listings, for any commercial reason, unless such activity has been expressly approved by the Company;
Seller Conduct and Behavior
Each User who applies for and is categorized as a Seller, and who thereafter uses the Company's Site to sell merchandise of any kind, represents, warrants and agrees to the following:
- ·Sellers are not in any way restricted from contacting Buyers directly. Although it is preferable to the buyers and Company that the Seller utilize this Site to highest and utmost use as a communications service and information management tool, Sellers are in no way required to use this Site exclusively for the purposes of conducting commercial activity as a result of inquiries and RFQs generated from this Site. A Seller who receives an RFQ from a Buyer is encouraged to respond, and a consistent failure to respond to RFQs can lead the Company, in its sole and absolute discretion, to take away the Seller's privileges of access to the Site.
- ·Seller is solely responsible for the accuracy, completeness and validity of all information describing the item listed on the Site (the "Listing Information"). A Seller who posts merchandise for sale represents and warrants that it is the lawful owner of all listed property, and has good and valid title to transfer or convey the same. Each Seller represents and warrants that all Listing Information provided is accurate and truthful regarding the type, quantity, quality, condition, and the availability of documentation concerning the property posted by the Seller on the Site. Seller understands and agrees that the Company, at its sole discretion, may take any action it deems necessary to review, edit or remove any Listing Information provided with respect to any item posted by a Seller.
- ·No Unlawful Items. Seller agrees that it will not attempt to sell any illegal items of any kind through the Site. This may include, but not be limited to radioactive materials or controlled substances such as material prohibited for sale by the US government.
- ·Good Faith Negotiations and Transactions. All negotiations or transactions in which a Seller participates require that the Seller participate in good faith and adheres to the highest professional standards and etiquette. The Company reserves the sole and exclusive right to monitor the performance of each Seller and solicit the feedback of Buyers to maintain the integrity of this Site and its activities. The Company, at its sole and complete discretion, may terminate the access to this Site by Sellers who the Company deems are not adhering to the professional standards and spirit of this Site as defined solely by the Company on a case-by-case basis.
- ·No Listing Fees. A Seller does not have to pay any fees (in addition to Subscription fee)to the Company in order to list items for sale.
- ·Seller Ratings:A key factor to the success of the Site is to assure that materials listed in the Site are in fact available. A Seller who lists material for sale in the Site may be deemed not in good standing if the Seller lists material in the Site that is not available when a Buyer solicits the material. The Company will maintain a rating of Sellers who use the Site to alert Buyers concerning the history of each Seller and, in particular, whether such Seller has listed materials and then failed to consummate a transaction. The Company reserves the right, in its sole and absolute discretion, to terminate the privileges of a Seller to use the Site if the Seller fails to complete a sale after listing materials for sale in the Site.
- ·Title Transfers are to be negotiated between Buyer and Seller. Buyer and Seller are jointly responsible for negotiating delivery terms, including when title passes, the party bearing the costs of delivery, and so forth, and the Company is expressly indemnified and held harmless by the parties from any such liabilities.
- ·Company is Not a Party to Transactions; Fees Are Due On Agreement. The Company is not a party to transactions completed between Buyer and Seller, and the payment and collection of funds is entirely the responsibility of the parties to the transaction.
Buyer Conduct and Behavior
Each User(s) who applies for and is categorized as a Buyer, and who thereafter use the Company's Site to buy or purchase merchandise of any kind, represents, warrants and agrees as follows:
- ·Representation of Capacity and Intent. Buyer, by bidding on any posted item on the Site or by sending an RFQ for any item is representing Buyer's intention and financial capability to purchase that item.
- ·Good Faith Negotiations and Transactions. All inquires made by Buyers, or negotiations or transactions in which a Buyer participates require that the Buyer participate in good faith and adheres to the highest professional standards and etiquette. The Company reserves the sole and exclusive right to monitor the performance of each Buyer and solicit the feedback of Sellers to maintain the integrity of this Site and its activities. The Company, at its sole and complete discretion, may terminate the access to this Site by Buyers who the Company deems are not adhering to the professional standards and spirit of this Site as defined solely by the Company on a case-by-case basis.
- ·Buyer Observe Confidentiality. Buyers are expected to adhere to any confidentiality or geographic selling restrictions imposed by Seller.
- ·Buyer Must Use Its Registered Name. Buyer may not participate on the Company's Site by any other name than that provided in the Buyer's Registration Application.
- ·Title Transfers are to be Negotiated between Buyer and Seller. Buyer and Seller are jointly responsible for negotiating delivery terms, including when title passes, the party bearing the costs of delivery, and so forth, and the Company is expressly indemnified and held harmless by the parties from any such liabilities.
- ·Company is Not a Party to Transactions; Fees Are Due On Agreement. The Company is not a party to transactions completed between Buyer and Seller, and the payment and collection of funds is entirely the responsibility of the parties to the transaction.
Payment of Fees
All fees and other amounts payable pursuant to this User Agreement shall be paid in United States dollars, free and clear of, and without deduction or withholding on account of, taxes of any kind.
Changes or Specialized Modifications to this User Agreement
The Company may, at its sole and absolute discretion, modify or change any aspect of this User Agreement at any time, in whole or in part and without prior notice to Users, by posting any modifications to its User Agreement on its Site. Users agree to periodically review, and in all events to review at least once per month, the terms and conditions of this User Agreement to remain aware of any such modifications. The User's continued use of the Company's Site after any such modifications or changes are posted will constitute its acceptance of any modifications to the modified User Agreement. The Company reserves the right to modify this User Agreement, as it applies to any specific User, to grant special or unique modifications to a specific User, provided that any and all such special modifications must be in writing between the Company and the applicable User. Any specialized modifications so made shall apply only the User that is a party to such written agreement.
Interruption of Service
User understands that the Company shall take all commercially reasonable efforts to make its Site available. However, the User agrees that the Company is not responsible for any damages or losses related to any system errors or interruptions affecting its Site. User understands that the Site may be unavailable unexpectedly as a result of circumstances beyond the Company's control.
Changes to Site
The Company reserves the right, in its sole and absolute discretion, to modify, suspend or terminate any aspect of its Site, including but not limited to changes in content, features, functionality, news and information, and product categories.
Links To Third Parties' Web Sites
This Site may contain links and pointers to Internet sites maintained by third parties. The Company does not operate or control in any respect any information, products or services on such third-party sites. Third party links and pointers are included solely for the convenience of Users, and do not constitute any endorsement by the Company. User assumes sole responsibility for use of third party links and pointers. Unless another party has entered into a written agreement with the Company, a party may only provide a hypertext link to the Site on another web site, and only if such hyperlink complies with all of the following conditions: 1) the link must be a text-only link clearly marked as "www.gmex.com"; 2) the link must "point" to the URL "http://www.gmex.com" and not to any other pages within the site; 3) the link, when activated by a user, must display the Site full-screen and not with a "frame" on the linking web site; and 4) the appearance, position and other aspects of the link must not be such as to damage or dilute the goodwill associated with the name and trademarks of the Company and the Site and must not create the false appearance that the Company or the Site is associated with the linking web site. The Company reserves the right to selectively revoke its consent to any link at any time in the Company's sole and absolute discretion.
The Company cannot guarantee the preservation or maintenance of records relating to historical transactions and encourages Users to keep individual records and an accounting of all activity conducted through the Site.
Users acknowledge and agree that the Company does not have any responsibility to report, calculate, determine or anticipate the payment of any taxes that may be assessed or owed by any User in connection with the use of the Company's Site activities. Users understand and agree that they are solely responsible for the calculation and payment of any taxes which may be incurred as a result of using the Site.
The relationship between a User and the Company is that of an independent contractor. No agency, partnership, joint venture or franchise relationship is implied, intended or created by the terms and conditions of this User Agreement.
Notice and Communication
All notice and communication with User shall be provided by e-mail to the e-mail address provided by the User in the Registration Application. Notice shall be deemed to have been provided 24 hours after the e-mail is transmitted by the Company. If the Company receives a message that the User's e-mail is disconnected or is no longer valid, notice shall be deemed to have been provided 72 hours following the mailing of a letter to the User's address contained in their Registration Application.
Users agree to indemnify and hold harmless the Company's directors, officers, employees and agents to the fullest extent lawful against any and all damages, claims, liabilities, costs and expenses incurred (including all reasonable fees and disbursements of counsel and all reasonable travel and other out-of-pocket expenses incurred in connection with investigation of, preparation for and defense of any pending or threatened claim and any litigation or other proceeding arising there from, whether or not in connection with pending or threatened litigation in which the Company or any other indemnified person is a party), including but not limited to actual and consequential damages, as a consequence of using the Site.
APPLICABLE LAW AND VENUE; WAIVER OF JURY TRIAL
This Site is controlled by the Company from its offices within the State of Texas, United States of America. The laws applicable to the interpretation of this Agreement shall be the laws of the State of Texas, without regard to any conflict of law provisions.
You agree that any action at law or in equity arising out of or relating to this Agreement shall be filed only in the state or federal courts of Harris County, Texas, U.S.A., and that you hereby consent and submit to the exclusive jurisdiction and venue of such courts. No action arising under or relating to this Agreement may be brought by either party more than two years after the cause of action has occurred.
YOU KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT TO A TRIAL BY JURY IN ANY LITIGATION ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS AGREEMENT, YOUR USE OF THE SITE OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PERSON. THIS PARAGRAPH IS A MATERIAL INDUCEMENT FOR YOU AND THE COMPANY TO ENTER INTO THIS AGREEMENT. The scope of this waiver is intended to be all-encompassing of any and all disputes that may be filed in any court and that relate to the subject matter of this Agreement, including without limitation, contract claims, tort claims (including fraud in the inducement), breach of duty claims and all other common law and statutory claims. THIS WAIVER OF JURY TRIAL IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS OF THIS AGREEMENT. In the event of litigation, this provision may be filed as a written consent to a trial by the court.
The terms and conditions of this User Agreement constitute a binding agreement between the Company and each User until terminated by the User or by the Company. The Company may at any time, in its sole and absolute discretion, terminate a User's access to the Site without notice and for any reason or no reason. Users may discontinue their use of the Site at any time and notify the Company of termination of User's status as a registered User.
LIMITATION OF LIABILITY OF COMPANY
IN NO EVENT SHALL THE COMPANY BE LIABLE FOR ANY LOSS, CLAIM, DAMAGE OR EXPENSE, OR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY KIND, INCLUDING LOST REVENUES OR PROFITS, DIRECTLY OR INDIRECTLY ARISING OUT OF YOUR USE OF OR INABILITY TO USE THE SITE. SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSIONS SHALL ONLY APPLY TO THE EXTENT PERMISSIBLE UNDER APPLICABLE LAW.
IF, NOTWITHSTANDING THE FOREGOING, THE COMPANY SHOULD BE FOUND LIABLE FOR ANY LOSS OR DAMAGE (WHETHER IN CONTRACT OR TORT) WHICH ARISES OUT OF OR IS IN ANY WAY CONNECTED WITH THIS AGREEMENT OR THE USE OF THE SITE, THE LIABILITY OF THE COMPANY TO YOU OR ANY THIRD PARTY SHALL IN NO EVENT EXCEED, IN THE AGGREGATE, THE GREATER OF (A) THE SUBSCRIPTION FEES PAID TO THE COMPANY WITH RESPECT TO THE PARTICULAR TRANSACTION GIVING RISE TO SUCH LIABILITY, OR (B) US$1,000.
LIMITATION OF LIABILITY BETWEEN BUYER AND SELLER
FOR ANY TRANSACTION BETWEEN BUYER AND SELLER ON THE SITE, BUYER AND SELLER AGREE AS FOLLOWS:
(a) ALL ITEMS LISTED ON THE SITE ARE SOLD "AS IS, WHERE IS" WITH NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, UNLESS OTHERWISE EXPRESSLY SET FORTH IN THE TERMS OF SALE FOR SUCH ITEM AND LABELED AS A "WARRANTY".
(b) IN NO EVENT SHALL BUYER OR SELLER BE LIABLE TO EACH OTHER FOR SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY KIND, OR ANY LOST REVENUE OR ANTICIPATED PROFITS, ARISING OUT OF OR IN CONNECTION WITH SUCH TRANSACTION.
(c) IN NO EVENT SHALL THE LIABILITY OF SELLER TO BUYER, OR BUYER TO SELLER, FOR ANY SUCH TRANSACTION EXCEED THE PURCHASE PRICE OF THE PURCHASED ITEMS AND, IF THE PURCHASED ITEMS HAVE ALREADY BEEN RELEASED TO BUYER, THE REASONABLE LOGISTICS COSTS INCURRED BY BUYER FOR THE TRANSPORTATION AND STORAGE OF THE PURCHASED ITEMS.
A PARTY TO A TRANSACTION THROUGH THE SITE MAY ENFORCE THIS SECTION AGAINST THE OTHER PARTY AS IF IT HAD BEEN AGREED DIRECTLY BETWEEN THE PARTIES THEMSELVES.
www.gmex.comand all images, graphics, and software on the Site (collectively the "Intellectual Property") are the sole and exclusive property of the Company, unless otherwise stated, and may not be used without the prior written consent of the Company. All Intellectual Property available at this Site is proprietary, and protected by applicable intellectual property laws.. Except as otherwise provided, Intellectual Property, including without limitation all HTML code, active server pages (ASP), XML code, and compilations of meta tag key words, Seller data, material property data, specification and trade name data, and all similar compiled data used in connection with the Site, is protected by applicable intellectual property laws. Any reproduction or redistribution of the Intellectual Property owned by the Company is expressly prohibited by this Agreement. To the extent this Intellectual Property is covered by copyright law, violators are given notice that any such violations may result in severe civil and criminal penalties. Violators will be prosecuted to the maximum extent possible. Users shall have no right to this Intellectual Property or unique ideas found on the Site. COPYING OR REPRODUCTION OF THE INTELLECTUAL PROPERFTY, INCLUDING BUT NOT LIMITED TO SOFTWARE, TO ANY OTHER SERVER OR LOCATION FOR FURTHER REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PROHIBITED.
The Company does not claim ownership of content submitted by User (“User Content”)_. However, with respect to User Content submitted or otherwise made available for inclusion or use with publicly accessible portions of the Site, User grants Company a worldwide, royalty-free, non-exclusive license to use, distribute, reproduce, modify, adapt, publicly perform and publicly display such User Content on the Site solely for the purposes of providing and promoting the specific service(s) to which such User Content was submitted or made available. This license exists only for as long as you elect to continue to include such User Content on the Site and will terminate at the time User or Company removes such User Content from the Site.
DISCLAIMER OF WARRANTIES
THE COMPANY PROVIDES THE SITE AND ALL RELATED INFORMATION AND SERVICES "AS IS, WHERE IS" AND WITHOUT ANY WARRANTY OR CONDITION OF ANY KIND, EXPRESSED, IMPLIED OR STATUTORY. WITHOUT LIMITING THE FOREGOING, THE COMPANY EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. NO ADVICE, INSTRUCTIONS OR INFORMATION RECEIVED BY A USER, WHETHER ORALLY OR IN WRITING, FROM THE COMPANY SHALL CREATE ANY EXPRESSED OR IMPLIED WARRANTY BY THE COMPANY. USERS ARE INSTRUCTED TO USE THE COMPANY'S SITE AND SERVICE AT THEIR OWN RISK.
This User Agreement constitutes the entire agreement between the User and the Company, is deemed newly executed each time the User accesses the Site, and each such new execution of this User Agreement shall supersede any and all previous agreements between User and the Company.
Use of this Web Site constitutes acceptance of The Global Material Exchange User Agreement.
Copyright © 2013 GMEX - Global Material Exchange, Inc. All Rights Reserved.