i.               The Terms

1.1 The services provided by Warehouse Integration Network Company ("WIN") through the WIN Web Site (the "Site") and the WIN Auction are undertaken by WIN in accordance with these terms (the "Terms"). By either listing products for sale or bidding for the purchase of products (“Products”), users ("Users") agree to these Terms. WIN reserves the right to modify the Terms. Users also include the ones who use our website for browsing through our content and do not necessarily engage in any commercial activities.

1.2 Users who wish to become prospective buyers or sellers of Products shall register with the Site by selecting a login ID and personal password and providing any other required registration information.

1.3 Users who log in represent and warrant that (a) all information provided during registration is accurate and complete and (b) all registration information from time to time will be updated so that it is kept current, accurate, and complete at all times. Users are solely responsible for all conduct and transmissions that take place under their respective login ID and passwords. WIN may request additional information at any time with respect to registration information. WIN may, in its sole and absolute discretion, refuse to accept a User's registration, and may terminate a User's rights to continue using the Site for any reason at any time.

1.4 WIN collects generic information using IP addresses that do not identify Users directly, to help diagnose problems with the WIN server, administer the Site, analyze trends, track Users' movements, and gather broad demographic information for aggregate use in order to improve the Site. The Site Privacy Policy, which can be accessed at Privacy Policy, shall apply at all times.

1.5 These Terms are in force at any time a User uses the Site in any way. Upon any termination of a User's right to use the Site, these Terms shall survive termination with respect to any use or transactions for the sale or purchase of Products occurring prior to termination.

1-          WIN

1-1       The WIN Auction

1-1-1  The time period for a WIN Auction will be determined by WIN and may be extended for varying periods of time at the discretion of WIN.

1-1-2  WIN is involved in forming the actual transaction between a Buyer and Seller. However, WIN does not own or take title to Products at any point in time and has no control over the quality, safety or legality of the Products, the truth or accuracy of the Listing Description, the ability of a Seller to sell Products or the ability of a Buyer to buy Products.

1-1-3  WIN will be paid a commission (deducted from the Bid Amount and which becomes the Net Bid Amount). Unless Seller and WIN agree to an Exclusive Listing Commission, the Commission payable to WIN will be a Performance-Based Commission and will equal agreed upon % of the Net Bid Amount or final transaction and is based on the level of WIN services, the type of Product, and the WIN Auction.

1-2       No WIN Warranties; Limitation of Liability; and Release

1-2-1  The products listed on this site unless otherwise set forth in the contract between buyer and seller, are to be sold on an "as is", "as available" basis. To the fullest extent permissible by Saudi Arabia law, win disclaims all representations and warranties of any kind, express or implied, as to the operation, accessibility, or security of this site, and the accuracy, completeness, currency, or reliability of any of the content or data found on the site including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, and non-infringement. The win does not warrant that the site or the functions, features, or content on the site will always be available, accessible, uninterrupted, secure, or operate without error. Win expressly disclaims any responsibility for any misrepresentations or breaches committed by any buyer or seller.

1-2-2  To the extent permissible under applicable law, win assumes no responsibility, and in no event shall win be liable for, any injury, loss, claim, damage, lost profits or any special, incidental, indirect, consequential, or punitive damages of any kind arising out of the sale of any products listed on this site or in connection with buyers or sellers access to, use of, or browsing in this site or from downloading of any materials, data, or content from the site.

1-2-3  If, notwithstanding the foregoing, win or any seller 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 these terms or the use of the site, the liability of win shall in no event exceed the commission paid to win with respect to the particular transaction giving rise to such liability.

1-2-4  Buyers and Seller release WIN, its subsidiaries and affiliates, and their respective officers, directors, agents, employees, and third party suppliers, from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes (inasmuch as WIN is not involved in the actual transaction between Buyers and Sellers) relating to this Site or the Products.

2-          Product

2-1       Listing of Products

2-1-1  A prospective seller ("Seller") of Products must have the legal authority to sell the Products it lists for sale on the Site, free and clear of any liens, claims, or other encumbrances. Seller agrees to use commercially reasonable efforts to supply accurate information for each listing of Products, including but not limited to quantity, part number, long description, short description, image, and any other information required by WIN (as per WIN format that to be filled by the User). WIN shall have no responsibility for the accuracy of such listed information. WIN reserves the right to reject any Products from posting on the Site.

2-1-2  Any resale restrictions, transfer costs, load-out requirements, taxes, fees, or special conditions required by the Seller must be clearly set forth in the Listing Description. Since the terms of any sale of Products are strictly between the Buyer and the Seller, the enforcement of any resale restrictions shall be as agreed between the Seller and Buyer.

2-1-3  Once a WIN Auction begins, the Seller may not update or change the Listing Quantities or Description without WIN approval. If any updates or changes are required for accuracy, it is the sole responsibility of the Seller to notify WIN in a timely manner.

2-1-4  Seller agrees that payment to WIN for its services in connection with a Listing Description, the WIN Auction, and facilitating the sale of Products as between Seller and a registered buyer ("Buyer") shall be in the form of an agreed-upon Performance Based Commission in a separate contract between WIN and Seller.

2-1-5  The Performance-Based Commission is exclusive of any other taxes and duties levied by Authorities and the Government.

2-2       Product Sales Transactions

2-2-1  Some Products sold in a WIN Auction are subject to a “Buyer Premium” which will be stated on the Listing Description.

2-2-2  At the end of a WIN Auction, WIN will notify the Buyer, and the Buyer has to immediately pay a "Bid reservation fee" equal to 15 % of the Bid amount. At that time WIN will provide the Buyer with a payment request for the Bid Amount, and the buyer has to pay Within 48 hours.

2-2-3  When the product is available for inspection auction, the buyer has the option to inspect the products with the coordination and agreement of WIN to schedule an inspection visit.

2-2-4  If the Buyer fails to timely pay the Payment, then the Buyer will lose the reservation payment as its not refundable, and shall be deemed in default and forfeits its rights to purchase the Products. In which case the Seller may sell the Products to another Buyer. The defaulting Buyer may also be barred from bidding on other WIN Auctions and be subject to other claims, damages or liabilities to the Seller.

2-2-5  Upon WIN's receipt of the payment, the Seller shall provide and WIN shall notify Buyer of a scheduled release date (the "Release Date"), which is the date by which Buyers may either take possession of the Products or assume control of the Products (such as when the Products are in a third-party storage facility).

2-2-6  WIN will pay the Seller, the bid amount less the WIN agreed on commission, and any other agreed on fees. Any Products that have not been picked up within 5 days after the Release Date will be deemed abandoned and the Buyer will forfeit all rights to the abandoned Products. If Seller does not make the Products available by the Release Date, WIN will notify both parties and will use commercially reasonable efforts to cause Seller to release the Products in a timely manner. The bid amount will be refunded to the Buyer within thirty (30) days of the failure of the Seller to release the Products. The failure of a Seller to release the Products may be subject to other claims, damages, or liabilities and shall compensate WIN for their commission of this canceled transaction.

2-2-7  Any claims of material shortages in quantity or other material discrepancies of the Products from their posted description must be communicated to WIN within twenty-four (24) hours after the Products are released to the Buyer. WIN shall only be required to use commercially reasonable efforts to resolving such claim with the Seller for the Buyer’s account and shall otherwise have no liability to Buyer for such shortages or material discrepancies.

2-2-8  Should WIN become involved in litigation or other proceedings of any nature on account of the Product Bid Amount solely because it holds the payment, Buyer and Seller agree to pay WIN, in addition to any commissions hereunder, reasonable attorney's fees incurred by WIN plus agreed-upon management /handling fees and any other costs and expenses resulting from such actions, all of which may be deducted from the Product Bid Amount prior to their disbursement by WIN.

2-2-9  For any agreement on the sale of products unless otherwise agreed to in writing as between buyer and seller, buyer and seller agree (a) all products 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; and(c) in no event shall the liability of the seller to buyer, or buyer to seller, for any such transaction exceed the bid amount of the products.

2-2-10   For any completed purchase, all information for the transaction including but not limited to technical and financial, the Bid Amount, WIN Performance Based Commission are confidential and will not be released to any other parties.

3-          Seller & buyer

3-1       Bidding

3-1-1  Under the WIN Auction, a Buyer is invited to submit a bid amount for the purchase of the Products to WIN only prior to the established ending time. No Bid Amount may be submitted with changes to these Terms. Buyers should carefully review the Listing Description. A Bid Amount is not retractable except in extraordinary circumstances as determined solely by WIN. WIN reserves the right to reject or void any Bid Amount at the sole discretion of WIN.

3-1-2  The “Net Bid Amount” is the Bid Amount less any WIN Performance Based Commission and any taxes or Buyer premium. If the seller agrees to sell the Product at the Net Bid Amount, the Buyer will be promptly notified by WIN, and Buyer has to immediately pay the Bid Reservation Amount of agreed % of the Bid Amount within 48 hours.

3-2       Buyer and Seller Responsibilities

3-2-1  In any transaction on the Site, VAT or other similar taxes of any taxing authority shall apply to the transaction as per applicable roles and policies by all parties.

3-2-2  Each Buyer and Seller agree to comply with all applicable laws and regulations regarding the sale or purchase of Products on this Site. Each Buyer and Seller agree not to use this Site or any content contained in it for any illegal or inappropriate activities, which include harassing or bribing others, misappropriating or copying the contents of this Site or any listing, or selling non-existent, fraudulent, or counterfeit Products.

3-2-3  Sale price manipulation of any kind by users is strictly prohibited, including, without limitation, bidding through a secondary account or another party, by communicating with any other Buyer, or by shill bidding.

3-2-4  No Buyer or Seller shall submit, publish, distribute, or transmit through this Site or its e-mail links any content that is libelous, defamatory, obscene, pornographic, threatening, invasive of privacy or publicity rights, abusive, illegal, hateful, racially or ethnically discriminatory, or that would constitute or encourage a criminal or civil offense, or that would otherwise give rise to liability or violates any law. The listing of the products should comply with the Law of Saudi Arabia which restricts uploading pictures that are not appropriate as per the Law.

3-2-5  No Buyer or Seller shall submit, publish, distribute, or transmit anything through this Site that will violate or infringe, or cause WIN to violate or infringe, the intellectual property or other rights of any third party, including copyright, trademark, trade secret, privacy or other proprietary rights. No Buyer or Seller shall use this Site to send unsolicited advertising, promotional material, or other forms of solicitation to other users.

3-2-6  Any Buyer or Seller who exports or imports any Products shall comply with and become knowledgeable about any restrictions, taxes or duties, and government filings involved with importing such Products.

4-          General

4-1       Indemnification

Each Buyer and Seller shall indemnify, defend and hold harmless WIN, its subsidiaries, and affiliates, and their respective officers, directors, employees, and agents from and against any and all claims, losses, damages, liabilities, judgments, and fees and expenses related thereto (including, without limitation, reasonable attorneys' fees), brought by or on behalf of any third party against WIN that arises out of (a) any breach or violation of these Terms, (b) any dispute with another Site User relating to the purchase or sale of Products on this Site, or (c) any personal injury, death or property damage caused by or arising out of the subsequent use of the Products purchased on the Site.

4-2       Links and Advertisements

The Site may contain links to or banners advertising other sites on the Internet that are owned and operated by third-party vendors and other third parties. WIN is providing these links and banners solely as a convenience. The appearance of a link or advertisement does not imply WIN's endorsement, nor is WIN responsible for the content of any linked site.

4-3       Applicable Law

This Site is controlled by WIN. The laws applicable to the interpretation of these Terms shall be the laws of Saudi Arabia, without regard to any conflict of law provisions.

4-4       Disputes and Venue

4-4-1  Any legal action arising out of or relating to these Terms will first be submitted for informal resolution between User (Buyer, Seller, or third party) and WIN.

4-4-2  This Agreement and the transactions contemplated by this Agreement are governed by the law in force in the Kingdom of Saudi Arabia – Jubail city. Each party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts of the Kingdom of Saudi Arabia and courts of appeal from them for determining any dispute concerning this Agreement or the transactions contemplated by this Agreement.

4-4-3   The foregoing will not be construed to prohibit WIN from directly seeking temporary injunctive relief because of a breach or threatened breach of Section 4-5 of this Agreement without first complying with this Section.

4-5       WIN Copyright and Trademarks

WIN and the WIN logo are trademarks or service marks of WIN. The trademarks, tradenames, and all other material contained on this Site, including all portions of the website, site design, text, graphics, and all intellectual property rights thereto are the sole and exclusive property of WIN or its licensors. Except as expressly permitted hereby, the use of any such property for any other purpose, or the modification, distribution or republication of such material without the prior written permission from WIN, is strictly prohibited.

4-6       General Terms

4-4-4  These Terms constitute the entire agreement and understanding of the parties in respect of its subject matter and supersedes all prior understandings, agreements, or representations by or among the parties, written or oral, to the extent they relate in any way to the subject matter hereof or the transactions contemplated hereby.

4-4-5  These Terms do not create, and shall not be construed by the parties or any third person as creating any agency, partnership, joint venture, or employment relationship between a Buyer or Seller and WIN. The relationship of the parties under these Terms shall be solely that of independent contractors. Neither party shall have, nor hold itself out as having, any right, power or authority to assume, create, or incur any expenses, liability, or obligation on behalf of the other party, except as expressly provided herein.

4-4-6  WIN's failure to exercise or enforce any right or provision of these Terms will not constitute our waiver of such right or provision.

4-4-7  All of the terms, agreements, covenants, representations, warranties, and conditions of these Terms are binding upon, and inure to the benefit of and are enforceable by, the parties and their respective successors and assigns.

4-4-8  The provisions of these shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof, provided that any provision of these Terms that is invalid or unenforceable in any situation or in any jurisdiction will not affect the enforceability of the remaining terms and provisions hereof or the enforceability of the offending term or provision in any other situation or in any other jurisdiction.

Please feel free to contact WIN to resolve a complaint regarding any aspect of service relating to this Site by writing to the above address, sending an e-mail to Info@WIN.com.sa