rue21 liquidation auctions Terms & Conditions
Statement of Rules for “BUYER”
Section 1: Product Conditions
The Inventory consists of first quality merchandise that has exceeded store aging standard and must be removed from the selling floor to accommodate new merchandise.
All product is Sold As Is - All Sales are Final - No Cancellations - No Returns - No Credits
ALL PRODUCT SUPPLIED BY RUE21 ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND, INCLUDING WARRANTIES OF PERFORMANCE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS OR CURRENTNESS.
Section 2: Product Sale INSTRUCTIONS
Buyer hereby agrees to the following:
- rue21 authorizes Buyer to resell the Inventories in its retail locations within the United States and to any store operator within the United States provided that such stores are twenty (20) miles or more from any rue21 retail location. Buyer is further authorized to resell the Inventories to buyers outside the United States provided that such buyers agree to refrain from re-importing into the United States any Inventories purchased from Buyer or its customers may not sell the Inventories on-line to retail consumers through electronic commerce. Notwithstanding the foregoing, Buyer may use a password protected, invitation only, online venue to exhibit samples to potential wholesale and store operator purchasers. This online venue will not, under any circumstance, be visible to or viewable by the general public. The final disposition and sale of the Inventories to the consumer must, however, be only through brick and mortar stores in the United States or other buyer’s locations outside the United States. In the event that rue21 opens retail locations in countries other than the United States, Buyer shall not resell any Inventories to any buyers in such countries. Buyer shall have ninety (90) days from the date of any notice from rue21 regarding retail expansion to another country to fully comply with this resale prohibition.
- Prior to the sale of any Inventories by Buyer in store locations within the United States or to any store operator within the United States, Canada or Mexico, or for any retail or wholesale distribution in the United States, Canada or Mexico, or otherwise, Buyer agrees to deface the Inventories as follows:
- All garment Inventories with a label sewn into the inside of the garment, with or without logos, embroidery or screening on the garment, will be marked with an indelible black or gold ink-line completely through any Mark (as defined below) that appears on the label;
- All garment Inventories without a label sewn into the inside of the garment will be marked with an indelible black or gold ink-line completely through any Mark that appears on the center back embroidery or stamp print;
- All rue21 price tickets or outside joker tags on any item of the Inventories will be removed;
- All outside leather patches or outside woven patches bearing a Mark will not be removed;
- All jewelry Inventories will be marked with an indelible black or gold ink-line completely through any Mark that appears on the display card for the jewelry;
- All footwear Inventories will be marked with an indelible black or gold ink-line completely through the primary Mark that appears on the inside sole of the footwear or with an indelible copper ink-line on the bottom of the sole;
- With respect to Inventories delivered to locations in the United States, all country of origin, registration numbers, fabric content and care instruction labels and information on any item of Inventories will remain intact, unaltered or otherwise undamaged so that the ultimate consumer of the item may read such information;
- Buyer shall remove all price tickets from any item of the Inventories prior to delivering such Inventories to any buyer outside the United States;
- Buyer or any store operator buyer from Buyer within the United States shall not use the Marks to advertise the Inventories, including but not limited to, internet (or other electronic or computer based system), except as expressly permitted above, radio, television, newspaper or other print media, on store windows, in store advertisements or on signs which feature the Inventories without the express prior written approval of rue21, which may be withheld in rue21's sole discretion. Buyer hereby further covenants and agrees not to use any of the Marks on any wrapping, packaging or advertising in connection with the sale of the Inventories without the written consent of rue21. Nothing contained in this Agreement shall be construed as an assignment or grant to Buyer of any right, title or interest in or to any of the Marks.
- If you fail to comply with this Section 2 or fail to provide evidence of compliance as reasonably requested by rue21, then rue21 may deactivate your account and password so that you can no longer access the rue21 Site. In the event you fail to comply or provide evidence on compliance, then rue21 reserves all rights and remedies granted to it by law or in equity.
- “Mark” shall mean any word, symbol, phrase, or otherwise, that rue21 uses as a source identifying mark, whether the mark is a registered trademark or not, as updated from time to time. Below is a list of current rue21 trademarks registered with USPTO:
- POSH BY RUE21
- TAREA BY RUE 21
- RUE21 ETC!
- RUE BY RUE21
- MÉTRO BLACK RUE21
- CJ BLACK
- CARBON BLACK
- TWENTYONE BLACK
- REVERT ECO
- PINK ICE RUE21
- RUE BUCKS
- RUNWAY 21 BY RUE21
- RUE BEAUTE
- INTENSE BY RUE21
- CARBON ELEMENTS
- TWENTYONE BLACK
- MÉTRO BLACK RUE21
- RUE 21
- TAREA BY RUE 21
- FREEDOM FLEX
- RUE DÉCOR
- RUE21 SPARKLE
- THE RUELIFE
- RUE SPORT
- TRUE BY RUE21
Section 3: Shipping
- Confirmation of a wire transfer payment is required prior to the shipment of goods.
- All Freight Terms are FOB: rue21’s Facility (as indicated).
- THE SHIPPING TERMS SET FORTH IN THE RUE21 LIQUIDATION DEPARTMENT POLICIES AND PROCEDURES ARE BINDING AND ARE TO BE COMMUNICATED TO 3rd PARTY CARRIERS.
Section 4: Inspection
You shall have five (5) business days from the date of delivery of Inventory Products to inspect the shipment for any discrepancies in the quantity/quality delivered and report such discrepancy to rue21 in writing. Buyer must provide a detailed manifest, identifying each item that is missing or damaged, and, if damaged, the exact nature of such damage, as well as any supporting images or other documentation. rue21 reserves the right to conduct an additional inspection at its own expense. rue21, acting in good faith in its sole discretion, agrees that an under-delivery and/or damage has occurred greater than 5%, based on the listed retail value of the auction, rue21 will reimburse you in an amount equal to the approved discrepancy. By way of example, if Buyer wins an auction and pays a winning bid of $1,000, and the shipment is missing an item that is 10% of the value of the auction, rue21 will issue Buyer a reimbursement in the amount of $100 (i.e., 10% of the of the listed retail value of the auction). Such reimbursement may be in the form of an offset against any amount you may owe to rue21 or a credit to your B-Stock account. Following the five (5) business day inspection period, you shall no longer have the right to claim any reimbursement for under-delivery/damage.
Section 5: Indemnification
By making a purchase on the rue21 site, your agree to indemnify, defend and hold harmless, rue21 and its vendors, together with each of their affiliates and the officers, directors, employees, contractors, and agents and assigns of each of them (each a “rue21 Indemnitee”), from and against any and all liability, or harm as may be caused to any rue21 Indemnitee caused by or arising out of (i) any act or omission of you or your affiliate or contractee, or any officer or director or employee of any of them, or any agent or assign; (ii) your failure to comply with these terms of sale; and (iii) your negligence or willful misconduct.
Section 6: Title
TITLE TO THE INVENTORY SHALL REMAIN WITH RUE21 UNTIL YOU TAKE POSSESSION OF THE INVENTORY AT THE RUE21 FACILITY IDENTIFIED IN THE EMAIL NOTIFICATION ISSUED TO YOU FOLLOWING THE CONCLUSION OF THE INVENTORY AUCTION (THE “INVENTORY LOCATION”). YOU SHALL PAY ALL FREIGHT CHARGES. YOU EXPRESSLY ACKNOWLEDGE THAT RISK OF LOSS AND LIABILITY FOR THE INVENTORY SHALL PASS TO YOU UPON YOUR OR YOUR AGENT'S RECEIPT OF THE INVENTORY AT THE INVENTORY LOCATION, AND AFTER SUCH TIME, YOU SHALL RELEASE RUE21 OF ANY FAULT, AND SHALL FORFEIT ANY RIGHTS TO CLAIMS AGAINST RUE21 ASSOCIATED WITH THE INVENTORY OR THE RECEIPT OF THE INVENTORY PURCHASED BY YOU. YOU FURTHER RELEASE B-STOCK OF ANY LIABILITY AND WAIVE ALL CLAIMS AGAINST B-STOCK WITH RESPECT TO SUCH INVENTORY. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOU SHALL HAVE NO RIGHT TO REFUSE OR RETURN THE INVENTORY FOR REFUND, EXCHANGE, OR OTHERWISE AFTER ACCEPTING POSSESSION OF THE INVENTORY AT THE INVENTORY LOCATION.
Section 7: Intellectual Property
Buyer acknowledges that the copyrights, trademarks and all other proprietary rights in and to the Inventory are exclusively owned by and/or reserved to rue21. Any and all inventions, discoveries, patent applications, patents, copyrights, trademarks and trade names, commercial symbols, trade secrets, work product and information embodying proprietary data existing and owned by rue21 as of the date of the purchase or made or conceived by employees of rue21 after the date of the purchase shall be and remain the sole and exclusive property of rue21.
SECTION 8: STATUS
Buyer and rue21 are separate entities. Nothing in the Order or this Agreement shall be construed as creating an employer-employee or joint venture relationship.
SECTION 9: COMPLIANCE WITH LAW
Each party shall comply with all state, federal and local laws and regulations applicable to its performance hereunder.
SECTION 10: GOVERNING LAW
The purchase shall be governed by the laws of the Commonwealth of Pennsylvania, without reference to conflicts of law principles. Any legal suit, action or proceeding arising out of or relating to the purchase shall be commenced in a federal court in the Western District of Pennsylvania or in state court in the Butler County, Pennsylvania, and the appellate courts thereof, and each party hereto irrevocably submits to the exclusive jurisdiction and venue of any such court in any such suit, action or proceeding. With respect to any litigation arising out of the Order or this Agreement, the parties expressly waive any right they may have to a jury trial and agree that any such litigation shall be tried by a judge without a jury and the prevailing party shall be entitled to recover its expenses, including reasonable attorney’s fees, from the other party.
Section 11: FORCE MAJEURE
Except for Buyer’s failure to make payment when due, neither party shall be liable for any failure to perform or delay in performance of the purchase to the extent that any such failure arises from acts of God, war, civil insurrection or disruption, riots, government act or regulation, strikes, lockouts, labor disruption, cyber or hostile network attacks, inability to obtain raw or finished materials, inability to secure transport, or any cause beyond such party’s commercially reasonable control.