Effective Date: April 28, 2025
Buyer Terms of Service
1. Scope and Applicability
1.1 Applicability
These Buyer Terms of Service ("Buyer Terms") govern any offers or purchases made by you as a buyer ("Buyer") of equipment ("Equipment") listed on Equirig, Inc.'s websites and online marketplaces (collectively, the "Marketplace"). By placing an order or offer on the Marketplace, you agree to these Buyer Terms, which supplement Equirig’s general Website Terms of Service. If there is any conflict between the Website Terms and these Buyer Terms, these Buyer Terms take precedence. These services are available only to business users acting in a professional/business capacity and not to consumers. By agreeing to these terms, you represent that you are not using the Marketplace as a consumer for personal purposes.
1.2 Exclusivity of Terms
These Buyer Terms are the exclusive terms governing your purchase of any Equipment via Equirig. Any additional or different terms proposed by you (for example, in a purchase order or other document) are expressly rejected and shall be null and void, unless expressly accepted in writing by Equirig. Equirig is, unless stated otherwise, the sole contracting party on the selling side for transactions on the Marketplace.
1.3 Agency Model
You acknowledge that Equirig may be facilitating sales on behalf of third-party sellers under an undisclosed agency model. In such cases, the purchase contract is effectively between you and a third-party seller, with Equirig acting as the agent. However, these Buyer Terms (and the general Website Terms) still apply to all transactions. Equirig may at its discretion disclose the identities of the actual seller or buyer as needed for enforcement of rights.
2. Orders and Formation of Contract
2.1 Placing Orders
When you submit an offer or place an order (including using any "Buy Now" option) for a piece of Equipment on the Marketplace, you are making a binding and irrevocable offer to purchase that Equipment ("Order"). You may not cancel or retract an Order once placed except as permitted by these terms or applicable law. All Orders are subject to confirmation of Equipment availability by Equirig.
2.2 Order Acceptance
Equirig reserves the right to accept or reject any Order at its sole discretion. A binding contract of sale is formed only when Equirig issues a confirmation of the Order to you ("Confirmation"). Until a Confirmation is issued, your Order is not accepted and may be declined without liability.
2.3 Security Deposit (if applicable)
Equirig may require a security deposit from the Buyer before or upon Order Confirmation to ensure performance of your payment obligations. The required deposit amount will be communicated to you and, if collected, will be applied toward the Purchase Price (defined below). If you fail to provide a required deposit, Equirig may cancel the Order.
2.4 Completion of Sale – Payment and No Cancellation
Once an Order is confirmed by Equirig, you are obligated to pay the full Purchase Price and any required costs within the specified timeframe. The sale will be completed (and ownership transferred) only after full payment is received. Except as provided in Section 4.5 (Cancellation by Equirig) or required by law, confirmed Orders may not be cancelled by the Buyer. All Equipment sales are final, on an "as is, where is" basis with no returns or refunds.
2.5 No Warranties on Equipment
Equirig does not extend any warranties or guarantees on the Equipment beyond confirming that the seller transfers clean title upon full payment. All Equipment is sold "as is" and "where is," without any warranty of any kind. This includes, to the fullest extent permitted by law, exclusion of any implied warranties of merchantability, fitness for a particular purpose, or non-infringement. You accept the Equipment in its existing condition, and you acknowledge that all sales are final. (Note: Some jurisdictions do not allow the exclusion of certain warranties. In such jurisdictions, the above exclusions apply to the maximum extent permitted by law.)
3. Purchase Price and Taxes
3.1 Composition of Purchase Price
The "Purchase Price" for an Order includes the agreed sale price of the Equipment and any additional amounts explicitly listed in the Order Confirmation (such as delivery fees or certain taxes, if applicable). The Confirmation and corresponding invoice will itemize the components of the Purchase Price, including any taxes or fees that are included. If an item or charge is not listed, it is not included in the Purchase Price and may be charged separately. The Buyer is responsible for any costs and charges not included in the Purchase Price.
3.2 Delivery Fees
If you request delivery of Equipment (rather than pick-up), delivery or logistics fees will apply. Delivery fees are typically calculated based on the distance and destination you provide at checkout. Any changes you make to the delivery location after placing the Order may result in additional charges, which will be added to your invoice. You are responsible for all shipping, freight, insurance, and related charges unless the Confirmation explicitly states those costs are included.
3.3 Taxes and Duties
Unless expressly indicated by Equirig in the invoice, all taxes, duties, levies, and governmental charges ("Taxes") applicable to the purchase of Equipment are the Buyer's responsibility. Equirig may collect certain Taxes at the time of sale when required by law (for example, sales tax in the U.S.) and will remit those to the appropriate authorities. Any such collected Tax will be listed on your invoice as a separate line item. You agree to provide Equirig with any tax identification information (such as a resale certificate) that Equirig may require to comply with tax laws. If any Taxes are not collected by Equirig, you remain responsible for paying them directly as required by your local laws.
4. Invoicing and Payment
4.1 Invoices and Payment Deadline
After Order Confirmation, Equirig will issue a pro-forma invoice or final invoice to you detailing the Purchase Price and any additional fees due. You must pay the full amount due (minus any security deposit already paid) within fourteen (14) calendar days of receiving the invoice, unless a different payment term is stated on the invoice. Timely payment is of the essence. Failure to pay in full by the deadline will constitute a default. In the event of default, Equirig may, at its sole discretion, cancel the sale, terminate your Order, and retain any security deposit or partial payments as liquidated damages or a contractual penalty for your breach. Equirig also reserves the right to charge interest on overdue amounts as permitted by law.
4.2 Payment Method and Currency
Payments must be made via electronic bank transfer or by another method specified by Equirig, in the currency designated on the invoice (United States Dollars unless otherwise specified). Unless otherwise agreed by Equirig in writing, all payments must originate from a bank account held in the Buyer's name. The Buyer is responsible for any bank fees or currency exchange charges. The full invoiced amount must be received by Equirig net of any such deductions.
4.3 Source of Funds Representation
By making a payment, you represent that the funds used are from lawful sources and that you are not violating any anti-money laundering, anti-corruption, or sanctions laws by making the purchase. You agree to provide information or documentation reasonably requested by Equirig to verify the source of funds or to comply with any legal requirements.
4.4 Completion of Payment and Transfer of Ownership
Once the Buyer has paid the full Purchase Price and any other amounts due, Equirig will issue a payment acknowledgment confirming receipt of funds. Funds paid by the Buyer will be securely held by Equirig in a non-operational capacity (acting as an escrow agent) pending completion of the transaction. Ownership of the Equipment will transfer to the Buyer only upon fulfillment of all contractual obligations, including: - Seller’s release and handover of the Equipment to the Buyer (or Buyer’s authorized transporter); and - Any applicable documentation or title transfer completion. Following successful completion, Equirig will finalize the disbursement of funds to the Seller, and ownership will transfer to the Buyer free and clear of liens or encumbrances. If the transaction cannot be completed due to Seller non-performance or other material breach not caused by the Buyer, Equirig will refund the Buyer in accordance with Section 4.5.
4.5 Cancellation by Equirig and Refunds
Equirig reserves the right to cancel a confirmed Order in certain cases, including but not limited to: (a) if the Seller fails to release or deliver the Equipment as agreed, (b) if payment is not received on time, or (c) in cases of suspected fraud or legal/regulatory issues. If Equirig cancels the Order through no fault of the Buyer (for example, due to seller non-performance), Equirig will refund any portion of the Purchase Price already paid, including any security deposit, within fourteen (14) business days. This refund shall be the Buyer's sole remedy for such cancellation.
4.6 No Buyer-Initiated Cancellation
Except for a cancellation by Equirig under 4.5 or an express cancellation right under applicable law, the Buyer has no right to cancel an Order after Confirmation. All sales are final. If the Buyer attempts to unjustifiably rescind or cancel, it will be treated as a breach of contract, and Equirig may retain any amounts paid (including deposits) and pursue additional remedies as appropriate.
5. Delivery and Pickup
5.1 Delivery Options
The Buyer is responsible for either picking up the Equipment from the Seller’s designated location or arranging for delivery. Equirig may offer assistance in coordinating third-party transport of the Equipment from the seller’s premises to the address you specify. Any delivery service arranged by Equirig on your behalf will be at the Buyer’s cost (unless stated otherwise). If you elect to handle pickup yourself, you must do so within the agreed timeframe.
5.2 Limited Power of Attorney for Logistics
By purchasing Equipment, you grant Equirig (and its logistics partners or subcontractors) a limited power of attorney to act on your behalf for the sole purpose of arranging transportation, export/import (if applicable), and transferring ownership documents for the Equipment. This authorization allows Equirig to, for example, sign transport documents or title transfer forms on your behalf as needed to fulfill the delivery. This power of attorney is strictly limited to the acts necessary for completing the transaction and delivery.
5.3 Buyer's Obligations on Delivery
You must ensure that the delivery location you provide is accessible for the size/weight of the Equipment and that you or your authorized agent are available to receive the Equipment. Upon delivery or pickup, you (or your agent) should promptly inspect the Equipment. You are required to confirm receipt of the Equipment to Equirig and/or the transport company as applicable. If the Equipment is delivered by a carrier, you should photograph the Equipment upon arrival (while still on the transport, before unloading) to document its condition. Any discrepancies or damage observed should be noted on the transport documentation and reported to Equirig immediately.
5.4 Transfer of Ownership in Third-Party Sales
In many cases, Equipment listed on the Marketplace may be owned by a third-party seller and sold through Equirig’s agency. In such cases, once you have paid in full, ownership will transfer directly from the third-party seller to you. Equirig will facilitate this by ensuring that the seller hands over possession of the Equipment (either to you or to Equirig’s appointed transporter on your behalf) and by providing any necessary documents from the seller to effectuate the title transfer. From the point the Equipment leaves the seller’s premises (or is picked up by you), you assume risk of loss.
5.5 Timely Pickup; Abandonment
You are expected to pick up the Equipment or accept delivery within a reasonable time frame specified by Equirig or the seller. In general, the Buyer should remove or take delivery of the Equipment no later than ten (10) business days after being notified that it is ready for pickup. If you fail to pick up the Equipment or make arrangements for delivery within this period, the Equipment may be moved to storage at your risk and expense. If you do not pick up the Equipment within thirty (30) days of availability, it may be deemed abandoned in accordance with applicable law. In such event, Equirig reserves the right to cancel the sale, retain any amounts paid, and/or resell or otherwise dispose of the Equipment without further liability to you.
5.6 Risk of Loss
If you are picking up the Equipment yourself, risk of loss or damage to the Equipment passes to you once the Equipment is handed over to you or your agent at the seller’s location. If Equirig is coordinating delivery, risk of loss passes to you when the Equipment is loaded for transport at the seller’s location. It is strongly recommended that you obtain insurance for any transportation. Equirig is not responsible for any loss or damage to the Equipment in transit.
6. Condition of Equipment and Complaints
6.1 Equipment Sold 'As-Is'; Inspections
All Equipment is sold as-is in its existing condition, without warranties. While Equirig may facilitate inspections or provide descriptions on the listing, Equirig does not guarantee the accuracy of such descriptions. It is your responsibility to review available information (including inspection reports or photos) and, if possible, inspect the Equipment prior to purchase. By completing a purchase, you acknowledge that you have had the opportunity to conduct due diligence to your satisfaction.
6.2 Accuracy of Description and Defects
If after receiving the Equipment you believe there was a significant undisclosed defect or a material misdescription in the listing, you must notify Equirig immediately and provide evidence of the issue. Equirig will, in its discretion, investigate any claims about undisclosed defects or inaccuracies. Equirig may have recourse against the third-party seller for breach of their representations. If a defect claim is verified, Equirig will endeavor to coordinate a resolution between you and the seller. Ultimately, any manufacturer’s warranties or seller’s promises (if any) are between you and the seller. Other than facilitating contact, Equirig assumes no direct liability to the Buyer for equipment condition issues.
6.3 No Guarantee of Remedy
Notwithstanding the above, by purchasing the Equipment you understand and agree that your remedies for any issues with the Equipment’s condition are limited. Equirig’s role in the transaction is primarily to facilitate the sale. Equirig does not promise that any particular remedy will be available for undisclosed defects. Any assistance provided by Equirig in addressing post-sale issues is goodwill-based and at Equirig’s discretion. This does not waive the “as-is” nature of the sale.
7. Prohibited Acts and Non-Circumvention
7.1 Prohibition on Circumventing Equirig
As a condition of using the Marketplace, Buyers agree not to circumvent Equirig in any transactions. If you become aware of a piece of Equipment via Equirig or communicate with a seller through Equirig’s platform, you shall not attempt to negotiate or complete a purchase of that Equipment outside of Equirig. Engaging in an outside deal intended to evade Equirig’s platform or fees is a violation of these terms. Equirig reserves the right to claim damages in such cases, including but not limited to the commission or fees lost and any related costs.
7.2 Other Prohibited Activities
In addition to non-circumvention, Buyers must not engage in any fraudulent, illegal, or abusive activities on the Marketplace. This includes submitting false information, bidding or offering with no intent to complete the purchase, misusing the site, engaging in hacking, scraping, or automated data collection without authorization, and any activities that would violate the intellectual property or rights of others. Equirig may suspend or terminate your account if you are found to engage in prohibited conduct, and you may face legal consequences.
7.3 No Tampering with Listings
Buyers must not interfere with or manipulate the bidding or sale process. This includes refraining from bid rigging, shill bidding, or harassment of sellers. Equirig strives to maintain a fair marketplace; any behavior undermining that fairness can result in immediate termination of access and potential legal action.
8. Intellectual Property and Site Use
8.1 Marketplace Content
All content on the Equirig Marketplace (including text, descriptions, images, listings, graphics, logos, and software) is owned by Equirig or its licensors and is protected by intellectual property laws. Equirig grants Buyers a limited, revocable license to access and use the Marketplace for the sole purpose of searching, bidding on, and purchasing Equipment for your internal business use. You may not reproduce, distribute, modify, or create derivative works from any content on the site, except with prior written permission from Equirig.
8.2 Buyer-Provided Content
If the Marketplace allows Buyers to post content (such as reviews or questions), you retain ownership of your own content. However, by submitting any content, you grant Equirig a worldwide, royalty-free, sublicensable license to use, display, and distribute that content as needed for operation of the Marketplace. You represent that any content you post will not infringe any third-party rights and is lawful and appropriate. Equirig may remove or edit Buyer-provided content at its discretion if it violates our policies or is unlawful.
8.3 Trademarks
"Equirig" and associated logos are trademarks of Equirig. You are not permitted to use Equirig’s trademarks without prior written consent, except as necessary for factual references to Equirig. All other marks appearing on the Marketplace are the property of their respective owners.
8.4 Use of Site
You agree to use the Marketplace only for its intended purpose and in accordance with these terms and applicable law. You must not attempt to gain unauthorized access to any part of Equirig’s systems or data, nor deploy any harmful technologies (viruses, malware, bots) on or through the site. Equirig reserves the right to terminate or restrict your access if you violate any provisions of these terms or if we suspect any security risks.
9. Indemnification
9.1 Buyer Indemnification Obligations
You agree to indemnify and hold harmless Equirig and its affiliates, officers, employees, and agents from any claim, loss, liability, or expense (including reasonable attorneys’ fees) arising out of or related to your breach of these Buyer Terms, violation of law, or claims asserted by third parties resulting from your actions or omissions, including misuse of the Equipment. Your indemnification obligation survives termination of these Buyer Terms.
10. Limitation of Liability
10.1 Disclaimer of Damages
To the maximum extent permitted by law, Equirig’s liability to the Buyer in connection with any purchase or use of the Marketplace is limited. Equirig shall not be liable for any indirect, special, incidental, consequential, or punitive damages, or any loss of profits, loss of business, loss of data, or loss of goodwill. In no event will Equirig’s total liability to you for all claims exceed the amount of fees paid by you to Equirig as part of the specific transaction, or, if no fees were paid, one hundred dollars ($100).
11. Compliance with Laws and Export Controls
11.1 Compliance with Laws
Buyer agrees to comply with all applicable laws and regulations in relation to the purchase, export, import, transportation, and use of the Equipment. Specifically, you confirm that you are not purchasing the Equipment for use in any activities involving sanctioned countries or parties, or for any unlawful purpose. If the Equipment is subject to export controls or restrictions (for example, under U.S. export/import laws), you agree to comply with those laws. You will obtain any required export or import licenses or permits at your own expense. Equirig may refuse to facilitate or may cancel a transaction if it violates any law or regulation.
12. Governing Law and Dispute Resolution
12.1 Governing Law
These Buyer Terms and any disputes arising under them are governed by the laws of the State of Delaware, United States, without regard to conflict of law principles. The sales contract is deemed a business-to-business contract governed under Delaware law.
12.2 Jurisdiction
You agree that any dispute, claim, or controversy arising out of or relating to the purchase of Equipment or these Buyer Terms shall be subject to the exclusive jurisdiction of the state and federal courts located in the State of Delaware. You waive any objections based on inconvenient forum or jurisdiction with respect to such courts. Notwithstanding the foregoing, Equirig reserves the right to initiate legal proceedings in the Buyer’s location if necessary to recover unpaid amounts or to address your breach of these terms.
12.3 Alternative Dispute Resolution
At Equirig’s discretion, Equirig may offer to facilitate mediation or arbitration of disputes arising from a transaction. Any such process would be proposed in writing and conducted under rules agreed at that time (for example, arbitration under the AAA Commercial Arbitration Rules). However, unless otherwise agreed, the default forum for disputes remains the courts as specified above.
12.4 Class Action Waiver
To the fullest extent permitted by law, you and Equirig agree that each may bring claims against the other only in an individual capacity and not as a plaintiff or class member in any class or representative action. Further, unless both you and Equirig otherwise agree in writing, the court (or arbitrator, if applicable) may not consolidate more than one person's claims or otherwise hear any form of a representative or class proceeding.
12.5 Jury Trial Waiver (U.S. Users)
If you are a user in the United States, and to the extent any dispute is adjudicated in court, you and Equirig waive any right to a jury trial in any legal proceeding related to these terms or a purchase.
12.6 Injunctive Relief
Notwithstanding the dispute resolution terms, nothing in these Buyer Terms will prevent Equirig from seeking injunctive relief or other urgent legal remedy in any appropriate jurisdiction if necessary to protect Equirig’s intellectual property rights or to prevent irreparable harm.
13. Miscellaneous
13.1 Language
These Buyer Terms are provided in English. If they are translated into another language for convenience and there is any discrepancy between the English version and a translated version, the English version shall prevail.
13.2 Severability
If any provision of these Buyer Terms is held to be invalid or unenforceable by a court of competent jurisdiction, that provision will be severed and the remaining provisions will remain in full force and effect. The Parties agree to negotiate in good faith a valid, enforceable substitute provision that most nearly effects the Parties’ intent in entering into this agreement.
13.3 No Waiver
Equirig’s failure to enforce any right or provision of these terms shall not constitute a waiver of such right or provision. Any waiver of any provision of these terms will be effective only if in writing and signed by Equirig.
13.4 Amendments
Equirig may update or modify these Buyer Terms from time to time. The revised terms will be effective for any future transactions after the date of posting. Equirig will notify registered users of significant changes (for example, via email or a notice on the site). However, the terms in effect at the time of your Order will govern that purchase. If you do not agree to any amended terms, you should stop using the Marketplace for new purchases. Continuing to use the Marketplace or making new purchases after updates constitutes acceptance of the revised Buyer Terms.