This Agreement between Ground Support Exchange, LLC, a Washington limited liability company (hereinafter "Facilitator") and YOU,
who is registered with the Exchange to act as a respective "Listing Party" or "Purchasing Party" as the case may be and
collectively referred to as the "Parties".
Definitions of terms as used in this Agreement.
- Application - The web based application located at URL http://gsetx.com/
- Equipment - Any item posted to the Application by a Subscriber acting in a Listing Party role
- Facilitator - Refers to the Application or the Ground Support Exchange, LLC
- Listing Party - A Subscriber acting in the role of posting Equipment to the Application
- Purchasing Party - A Subscriber acting in the role of acquiring Equipment via the Application
- Subscriber - Users of the Application bound by this Agreement
Provides an SSL web-based application to create a marketplace and/or exchange for the sale and rental of new and used aerospace ground support equipment and tooling.
The Application is provided by Facilitator, as is, to offer the Listing Party and Purchasing Party the respective opportunity to sell or rent equipment to
registrants within Facilitator's exchange and for the Purchasing Party to obtain needed equipment listed within the Facilitator's exchange.
2. Listing Party
Agrees to list for sale or rent tooling in Listing Party's
tooling inventory on Facilitator's web marketplace.
3. Purchasing Party
Agrees to purchase from Listing Party pursuant to the terms and conditions provided by Facilitator and enter into the
transaction on a Principal to Principal basis according to the terms set forth herein.
4. Payment to Facilitator
Purchasing Party shall pay a Transaction Fee, in US Dollars, to the Facilitator equal to Twelve and One Half Percent (12.5%) of the price set by the Listing Party.
If shipping estimates are offered by the Listing Party for the Item and the Purchasing Party uses this option the Shipping Estimate shall be added to the total charge.
The Shipping Estimate is not a factor when calculating the Transaction Fee.
The stated commission may be increased or decreased by Facilitator with prior written notice to Purchasing Party.
5. Payments by Purchasing Party
Purchasing Party shall remit payment directly to Facilitator for processing and disbursment to Listing Party.
Payment shall be by credit or debit card.
Purchasing Party shall provide to Facilitator the following information for a credit or debit card payment:
- authenticated credit or debit card information; and
- irrevocable authorization of Facilitator to charge Purchasing Party's credit or debit card
In the event that a Purchasing Party's credit or debit card and/or EFT is returned unpaid for any reason, Purchasing Party shall be charged a Thirty Five and 00/100 Dollars ($35.00) return fee.
Further, Facilitator shall immediately notify Listing Party to hold shipment to be made in anticipation of the collection of such funds.
Facilitator shall immediately notify Purchasing Party to recover any uncollected funds plus the return fee.
If Purchasing Party defaults, the sale transaction shall be terminated and Listing Agent, in addition to any other remedy that it may have under this Agreement or at law, shall be entitled to monetary damage and/or specific performance.
The Parties acknowledge and agree that the equipment offered in the Exchange is not the equipment of Facilitator and any payment received
by Facilitator is as agent for the Parties and Facilitator is not responsible beyond its agency duties to the Parties.
FACILITATOR MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE EQUIPMENT OFFERED HEREIN,
INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
6. Disbursment to Listing Party
Describe how and when we pay collected monies to the Listing Party.
Not conditional on shipping within 48h (no fiducary responsibility)
Will pay via checks, cut and mailed on Friday for deals that have close 72h beforehand.
Payment schedule may be increased in frequency at GSETX discretion.
Purchasing and Listing Parties shall provide electronically all information and data necessary for Facilitator to interface with selected shipping company APIs, web-interfaces and the like.
This data will only be used by the Exchange for the purpose of Shipping Estimates between Purchasing Partying and Listing Party.
Facilitator is not responsible for shipping whatsoever; shipping cost is an estimate and Facilitator neither represents, nor guarantees shipping costs and schedules.
These estimates are based on information extracted from shipping agents and respective representative's publicly disclosed data.
Purchasing Party agrees not to export, directly or indirectly, any
equipment or equipment technical data purchased on the Exchange to
countries outside the Unites States of America, which export may be a
violation of the United States of America export laws or regulations.
9. Disclaimer of Warranties
FACILITATOR MAKES NO WARRANTIES, EXPRESS OR IMPLIED, SPECIFICALLY INCLUDING THE WARRANTIES OF MERCHANT ABILITY,
FITNESS FOR ANY PARTICULAR USE OR PURPOSE, AND NON-INTERFERENCE.
Listing Party and Purchasing Party acknowledge that Facilitator has made no promises, representations, warranties,
or assurances to Listing Party and Purchasing Party that are not specifically set forth herein, as inducements to enter
inducements to enter into this Agreement.
10. Liability for Damages
Facilitator shall not be responsible for any loss, damage or injury to
persons and/or entities including, but not limited to, Listing Agent's
and/or Purchasing Party's customers, guests or invitees, Listing
Agent's and/or Purchasing Party's employees, or Listing Agent's
and/or Purchasing Party's property, including incidental, special and
consequential damages in any way connected with the operation of, use
of, defect in, failure of the equipment, or maternal complications
including, but not limited to, injury, mortality or morbidity, or
injury to any individual(s) using the equipment. Facilitator,
Listing Agent and Purchasing Party acknowledge that no third party intended
to be a beneficiary under this Agreement.
LISTING AGENT AND Purchasing Party INDEMNIFY, DEFEND AND HOLD FACILITATOR HARMLESS FROM AND
AGAINST ANY CLAIMS OF THIRD PARTIES FOR LOSS, INJURY OR DAMAGE TO THEIR PERSON AND PROPERTY ARISING OUT OF LISTING AGENT'S OR
Purchasing Party'S POSSESSION, USE, MAINTENANCE, OR RETURN OF THE EQUIPMENT, INCLUDING LEGAL COSTS INCURRED IN DEFENSE OF SUCH CLAIMS.
10.2 The terms and conditions of the Listing Agent's and Purchasing Party's
indemnification obligation shall extend to any claims made by Listing
Agent's and/ Purchasing Party's employees, and Listing Agent
and/or Purchasing Party hereby waives any immunity provided for under state
workers' compensation laws. It is agreed that the indemnity
provisions set forth herein shall be interpreted to provide the
broadest indemnity permitted by law; provided, however, it shall not
be interpreted to indemnify Facilitator against its sole negligence.
In the event Facilitator is adjudged partially at fault for any loss
to which the Listing Agent and/or Purchasing Party indemnity obligation
applies, the indemnification shall be enforced only to the extent of
the Listing Agent's and/or Purchasing Party's negligent, it
being the intent that Listing Agent's and/or Purchasing Party's
indemnification be limited by Facilitator's fault, if any.
11. Consequential Damages
Facilitator shall not be liable for any incidental or consequential damages under any circumstances whatsoever,
including, without limitation, any failure of Facilitator to comply with the provisions of this Agreement.
12. Compliance with Law and Regulations
Facilitator has no control over the purchase or use or compliance with the original equipment manufacturing (“OEM”) specifications of the equipment.
Subscribers agree, at their sole expense, to comply with the most current version of all international, national, state and local laws, regulations and
ordinances which may affect the Items while in their posesssion.
Listing Agent and Purchasing Party shall indemnify and hold Facilitator harmless from any liability or expense, including attorney's fees,
resulting from any actual asserted violations of such laws, regulations and ordinances and specifications.
The indemnity of Facilitator provided for under this Section shall incorporate all indemnity provision of this Agreement.
13. Dispute Resolution
13.1 Good Faith Negotiation. Facilitator and the Parties
will attempt in good faith to resolve through negotiation any
dispute, claim or controversy arising out of or relating to this
Agreement. Either party may initiate negotiations by providing
written notice in letterform to the other party, setting forth the
subject of the dispute and the relief requested. The recipient of
such notice will respond in writing within five (5) days with a
statement of its position on and recommended solution to the dispute.
If the dispute is not resolved by this exchange of correspondence,
the representatives of each party with full settlement authority will
meet at a mutually agreeable time and place within ten (10) days of
the date of the initial notice in order to exchange relevant
information and perspectives, and to attempt to resolve the dispute.
If the dispute is not resolved by these negotiations, the matter will
submitted to JAMS, or its successor, for mediation.
13.2 Mediation Followed by Arbitration. Facilitator
and the Parties agree that any and all disputes, claims or
controversies arising out of or relating to this Agreement shall be
submitted to JAMS, or its successor, for mediation, and if the matter
is not resolved through mediation, then it shall be submitted to
JAMS, or its successor, for final and binding arbitration. Either
party may commence mediation by providing to JAMS and the other party
a written request for mediation, setting forth the subject of the
dispute and the relief requested. The parties will cooperate with
JAMS and with one another in selecting a mediator from JAMS'
panel of neutrals, and in scheduling the mediation proceedings. The
parties covenant that they will participate in the mediation in good
faith, and that they will share equally in its costs. All offers,
promises, conduct and statements, whether oral or written, made in
the course of the mediation by any of the parties, their agents,
employees, experts and attorneys, and by the mediator or any JAMS
employees, are confidential, privileged and inadmissible for any
purpose, including impeachment, in any arbitration or other
proceeding involving the parties, provided that evidence that is
otherwise admissible or discoverable shall not be rendered
inadmissible or non-discoverable as a result of its use in the
mediation. Either party may initiate arbitration with respect to the
matters submitted to mediation session or 45 days after the date of
filing the written request for mediation, whichever occurs first.
The mediation may continue after the commencement of arbitration if
the parties so desire. Unless otherwise agreed by the parties, the
mediator shall be disqualified from serving as arbitrator in the
case. The provisions of this Clause may be enforced by any Court of
competent jurisdiction, and the party seeking enforcement shall be
entitled to an award of all costs, fees and expenses, including
attorneys' fees, to be paid by the party against whom
enforcement is ordered.
13.3 Arbitration. Any dispute, claim or controversy arising
out of or relating to this Agreement or breach, termination,
enforcement, interpretation or validity thereof, including the
determination of the scope or applicability of this Agreement to
arbitrate, shall be determined by arbitration in Seattle, Washington,
before a sole arbitrator, in accordance with the State of Washington
for agreements made in and to be performed in the State of
Washington. The arbitration shall be administered by JAMS pursuant
to its Streamlined Arbitration Rules and Procedures. Judgment on the
Award may be entered in any court having jurisdiction.
13.3.1 Allocation of Fees and Costs. The arbitrator
shall, in the Award, allocate all of the costs of the arbitration
(and the mediation, if applicable), including the fees of the
arbitrator and the reasonable attorneys' fees of the prevailing
party, against the party who did not prevail.
14. Miscellaneous Provisions
14.1 In the event of any suit, action or proceeding with respect to
any controversy or dispute arising under this Agreement, the
prevailing party shall be awarded its reasonable attorneys–
fees and other costs and expenses as a result of such controversy.
In the event of litigation as a result of such controversy, the
amount of such award shall be included in any judgment entered for
the prevailing party as determined by a court of competent
14.2 This Agreement shall be governed and interpreted
according to the internal laws of the State of Washington other than
its conflicts of laws and rules. The Facilitator and the Parties
hereby expressly consent to the personal jurisdiction of the state
and federal courts located in King County, Washington, for any
lawsuit filed from or related to this Agreement.
14.3 This Agreement shall be fully executed in one or more
counterparts, each of which shall be deemed an original and all of
which, together, shall constitute one and the same agreement.
14.4 No variations or modifications of this Agreement or
waiver of any of the terms or provisions hereof shall be deemed valid
unless perfected in writing and signed by both parties hereto. Any
waiver of any of the terms or provisions of this Agreement shall not
be deemed a waiver of any other terms or provisions of this
14.5 This Agreement and the conditions and covenants herein
shall inure to the benefit of, and shall be binding upon, the parties
hereto, their successors, assigns and heirs at law.
14.6 The Parties hereby acknowledge that it signs this
Agreement of its own volition and that it understands that it has had
an opportunity to have it reviewed by legal counsel of its own
14.7 Any provision of this Agreement which is found to be
invalid or in violation of any statute, rule, regulation or law shall
be considered null and void, with the remaining provisions remaining
viable in effect.
14.8 A waiver of any provision of this Agreement shall
operate as waiver only for the specific occasion as to which the
waiver is given, the provisions of this Agreement shall otherwise
continue to be fully effective and operable as to any other occasion
14.9 Time is of the essence with regard to this Agreement.
This Agreement constitutes the entire Agreement of the Parties. This
Agreement may be modified, amended, waived or revoked by prior
written notice of Facilitator to the Parties. The Parties shall
accept the amendment(s) by written or electronic acceptance as
designated by Facilitator. After acceptance(s), this Agreement
supersedes and replaces all prior Agreements, discussions and
representations, all of which are superseded by this Agreement. No
Party enters into this Agreement in reliance on any oral or written
promises, inducements, representations, understandings,
interpretations or agreements other than those contained in this Agreement.