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TERMS AND CONDITIONS

1. LEGAL AGREEMENT

a. In these terms and conditions (“Terms”), “we” or “our” refers to Web Component Trading, trading as “FreeFlow”, and “you” or “your” refers to Bidders, Buyers, and Users, each as defined below and as the context may require.

b. These Terms apply to:

   i. your access to and use of the FreeFlow marketplace at http://www.microsoftbidz.com/ or any other Freeflow powered marketplace (“Website”) (as a “User”);

   ii. any bids you place on products (“Products”) through the Website (as a “Bidder”); and

   iii. any sale and purchase agreement entered into between you and Freeflow if your bid is accepted (as a “Buyer”).

c. We may change these Terms without prior written notice at any time, in our sole discretion, by posting such changes on the Website.

d. You, as a User of the Website, expressly agree to be bound by these Terms every time you visit the Website.

e. You must create an account and provide the requested information in order to place a bid by completing the application form (“Application Form”). On submitting your Application Form and/or registering to bid on any Products for sale on the Website, you expressly agree to be bound by these Terms.

2. GENERAL TERMS

a. We reserve the right to refuse or revoke permission to bid before or during a sale for any reason.

b. You agree that we, in our sole discretion and without liability, shall have the right to suspend or terminate your access to the Website at any time for any breach of these Terms or any other agreement to which we and you are both parties, and that we shall not be obliged to disclose the specifics of such breach to you. Suspension or termination of your access to the Website is sufficient notice of suspension or termination of the parties relationship under these Terms.

c. If a Bidder places a bid on any Products on the Website and the Bidder is the current highest bidder on an auction (lot auction and line item auction) and the Bidder places a maximum bid which is greater than or equal to the reserve price, that maximum bid price will automatically be accepted after the auction has closed. If the Bidder is the current highest bidder on an auction (lot auction and line item auction) and the Bidder places a maximum bid which is below the reserve price, the Bidder’s bid will automatically be increased up to the amount of the maximum bid after the auction has closed. The bid will remain pending until a decision is made by Freeflow’s client as to whether Freeflow should accept the bid at the amount of the maximum bid. When a Bidder places a maximum bid on a lot, the maximum bid will be proportionately divided by line item according to the original bids placed.

d. If a bid placed by the Bidder to buy Products on the Website is accepted (the amount of the accepted bid being, “Price”), the Bidder shall then be classified as the Buyer of those Products. At the time that the bid is accepted, the Buyer agrees that it will automatically enter into a sale and purchase agreement with FreeFlow for the Products at the Price and on the terms and conditions set in these Terms, which is subject always to paragraph ‎6 (below).

e. The Buyer is required to pay FreeFlow the Price for the purchase of the Products from FreeFlow and such obligation to pay the Price is absolute and unconditional and is not subject to any defences, setoffs or counterclaims of any kind whatsoever. Failure to pay FreeFlow the Price within seventy two hours (72) hours after the acceptance of the bid will result in immediate cancellation of the sale and purchase agreement for the Products and of the Buyer’s Website access and the Buyer will not be permitted to participate in future auctions. Buyer’s payment must be directly from Buyer, in full, submitted via ACH to (wiring instructions), and not from any financial institution, entity, or person blocked under applicable Sanctions Laws (see paragraph 2(l), below).

f. Following FreeFlow’s receipt of payment in full of the Price, FreeFlow will issue a purchase order to its client for the applicable Product(s), subject to the terms and conditions imposed by Freeflow in respect of the bid, these Terms and any other terms and conditions agreed between FreeFlow and its client from time to time.

g. Freeflow is entitled to cancel the sale and purchase agreement with the Buyer, without charge or liability to the Buyer for any reason, including if Freeflow’s client rejects Freefow’s purchase order. If Freeflow cancels the sale and purchase agreement under this clause, it will refund the Buyer the full Price into the payment account used by the Buyer to pay Freeflow.

h. Title and risk to the Products will be transferred from Freeflow to the Buyer, immediately after FreeFlow has acquired title to the Products from its client.

i. All bidding will be in the currency of either USD or Euros.

j. Delivery EXW (Product seller’s location). The Buyer shall arrange shipment, at its cost, of any Products purchased on the Website no later than 10 days after the date that the bid is accepted and shall be responsible for such shipment, including all packing, handling and delivery costs. All shipment disputes, complaints or queries must be escalated to FreeFlow within 72 hours of delivery of the Products to the Buyer to such address as may be notified by the Buyer. FreeFlow shall not be liable for (i) any acts or omissions of third-party packers or shippers; (ii) any breakage or loss during transit; and/or (iii) any delays in shipment of the Products.

k. If a Buyer is successful in purchasing Products on the Website, the Products are, and must be in the future by the Buyer, sold without warranty and advertised in the condition in which it they are purchased by the Buyer. FreeFlow may from time to time also publish a list of companies and regions where stock cannot be advertised or sold.

l. The Buyer confirms that it is not a “Sanctioned Person,” meaning any individual or entity: (1) named on a governmental denied party or restricted list, including but not limited to: the Office of Foreign Assets Control (“OFAC”) list of Specially Designated Nationals and Blocked Persons (“SDN List”), the OFAC Sectoral Sanctions Identifications List (“SSI List”), or any other sanctions list administered by the United States, the European Union and its Member States, the United Kingdom, Switzerland, Canada, Australia, or the United Nations (individually or collectively “Sanctions Laws”); (2) organized under the laws of, ordinarily resident in, or physically located in a jurisdiction subject to comprehensive sanctions administered by OFAC (currently, but subject to change, Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk People’s Republic, or Luhansk People’s Republic regions) (“Sanctioned Jurisdictions”); (3) controlled or owned, directly or indirectly, 50% or more in the aggregate by one or more of any of the foregoing; and/or (4) organized under the laws of, ordinarily resident in, or located in an unauthorized jurisdiction, including Russia; Belarus; and the Zaporizhzhia and Kherson regions.

m. The Buyer acknowledges and accepts that it shall comply with all applicable anti-money laundering, sanctions (including, without limitation, those specified in the preceding paragraph), and trade law compliance requirements, including but not limited to the U.S. Export Administration Regulations and the European Union Dual-Use Regulation (individually or collectively “Compliance Requirements”) in connection with the purchase of Products on the FreeFlow Website. In particular, the Buyer will not, directly or indirectly, sell, export, re-export, divert, use, or otherwise transfer (including in-country transfer) any Products: (i) to or for any Sanctioned Persons; or to, for, or involving Sanctioned Jurisdictions; (ii) for any other purposes prohibited by any Sanctions Laws, to any entity or person on the US Department of Commerce Bureau of Industry & Security Entity List, and (iii) without first having obtained any required government licensing or authorization required for the aforementioned activities.

n. In some instances Products that are on auction may be restricted to be purchased/sold into certain regions only. Where restrictions apply, this will be indicated on individual auctions and Buyers will be given a detailed listing by name or country of such restrictions. Buyers need to confirm in writing acceptance of these regions and country restrictions.

o. The Buyer warrants, on a continuing basis to FreeFlow, that it has appropriate policies in place in respect of the Compliance Requirements and the Buyer hereby indemnifies, defends and holds harmless Freeflow, its officers and employees, on a continuing basis and on demand from and against all actions, claims, demands, investigations and proceedings from time to time brought against FreeFlow, its officers and/or employees together with all losses, costs, and liabilities from time to time and howsoever suffered or incurred by FreeFlow, its officers and/or employees in connection with or arising out of any breach by the Buyer of Compliance Requirements relating to or connected with the purchase of Products from FreeFlow.

p. You represent and warrant, on a continuing basis to Freeflow, that when accessing the Website and/or bidding and/or buying any Products from Freeflow, you are at all times acting wholly for business purposes and that at no time are you acting for any purposes relating to private consumption needs or as a consumer (however defined) including, strictly without limitation, pursuant to the Consumer Rights Act 2022 or the Consumer Protection Act 2007.

q. You acknowledge and accept that a manufacturer's warranty is not provided with any of the Products purchased through the Website unless otherwise expressly stated. All Products offered on the Website are provided “as is” and FreeFlow makes no warranties, representations, or guarantees whatsoever with respect to the Products offered on the Website, including without limitation, any (a) warranty of merchantability; (b) warranty of fitness for a particular purpose; or (c) warranty against infringement of intellectual property rights of a third party; whether express or implied by law, course of dealing, course of performance, usage of trade, or otherwise. In addition, FreeFlow make no warranties whatsoever with respect to the services offered on the Website and all warranties express and implied, and other implied terms (including, without limitation, those implied by common law or statute) with respect to the services are expressly disclaimed to the fullest extent permitted by law (including without limitation, those terms implied under the Sale of Goods and Supply of Services Act 1980 as amended). Unless otherwise stated, you as the Bidder and/or the Buyer affirm that FreeFlow shall not be liable, under any circumstances, for any breach of warranty claims or for any damages arising out of the manufacturer's failure to honor its warranty obligations to you as the Buyer of the Products.

3. LIMITATIONS OF LIABILITY

a. We will not be liable to you for any of the following:

  i. errors or omissions in any descriptions of the Products, though if we discover a material error or omission in such description prior to the auction, we will endeavor to provide a correction, time permitting; or

  ii. any failure to execute bids through the Website, or errors or omissions in connection therewith, including, without limitation, errors or failures caused by (a) any loss of connection between you and the Website; (b) a breakdown on or problem with the Website or other technical services; or (c) a breakdown or problem with your internet connection, computer, mobile device or system.

b. Neither you or us will be liable to the other for any special, consequential, indirect or incidental damages.

c. Nothing in these Terms limits either your or our liability which cannot legally be limited, including without limitation liability for (a) death or personal injury caused by negligence; or (b) fraud or fraudulent misrepresentation.

d. Without prejudice to above, our aggregate liability to you under these Terms for any claim relating to a Product will not exceed the amount of the Price of the Product actually paid, except in the case of our fraud, or in the case of death or personal injury caused by our negligent acts or omissions.

4. ACCESS AGREEMENT

a. The Terms are not a transfer of or a license to any of FreeFlow’s rights. By accessing the FreeFlow powered private marketplace, User (and, where applicable, Bidder and Buyer)expressly acknowledges acceptance of the Terms. User (and, where applicable, Bidder and Buyer) agree that FreeFlow has the right to deny any individual access to the Website. Unauthorized access to the Website or is expressly forbidden. FreeFlow and its associated platforms are protected under applicable Copyright Laws.

b. Any reproduction or distribution of this Website information, by, for, or to any third party, is expressly forbidden.

5. CONFIDENTIAL DISCLOSURE

a. User (and, where applicable, Bidder and Buyer), understands and agrees that information disclosed on or software relating to the Website may include trade secrets and proprietary information belonging to FreeFlow or another party. User (and, where applicable, Bidder and Buyer), agree not to copy or disclose to third parties, in whole or in part, any portion of such information and software. User (and, where applicable, Bidder and Buyer), also agrees that all usernames and passwords supplied to the User (and, where applicable, Bidder and Buyer)are non-transferable and may only be used by parties registered under those usernames and passwords. The provisions of this Confidential Disclosure section shall survive the termination of this Terms.

b. Any personal data provided to FreeFlow by the User (and where applicable, Bidder and Buyer), or otherwise relating to the User (and, where applicable, Bidder and Buyer), shall be handled in accordance with FreeFlow’s Privacy Policy.

6. DISCLAIMER

a. FreeFlow assumes no liability for losses incurred by you in the use or application of the Website or the data or software contained therein and shall not be liable for any direct, indirect, special, incidental, or consequential damages, whether based on contract, tort, or any other legal principles, arising out of the sale, service, provision, performance or use of any information, data or Products sold or provided under the Terms, and the User, Bidder, and Buyer, as applicable, agrees to waive all liabilities, actions, right of actions and/or claims (howsoever arising, including but not limited to by statute or common law) against FreeFlow, its officers and employees in relation to the User’s access to and use of the Website and the Buyer’s purchase of Products from FreeFlow on the Website. The provisions of this Disclaimer section shall survive the termination of the Terms.

7. MISCELLANEOUS

a. We may assign or transfer our rights and obligations under the Terms to another entity on giving you written notice and you may only assign or transfer your rights or your obligations under these Terms to another person if we agree in advance in writing.

b. If we do not insist that you perform any of your obligations under these Terms, or if we do not exercise our rights or remedies against you, or if we delay in doing so, that will not mean that we have waived our rights or remedies against you or that you do not have to comply with those obligations. If we do waive any rights or remedies, we will only do so in writing, and that will not mean that we will automatically waive any right or remedy related to any later default by you.

c. Each paragraph of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.

d. These Terms are governed by Irish law and both you and we irrevocably agree to submit all disputes arising out of or in connection with these Terms to the exclusive jurisdiction of the Irish courts.

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