Terms & Conditions

Petro-Exchange User Agreement 

Effective Date: 07.15.25 

Last Updated: 10.01.25 

Petro-Exchange, LLC and Petro-Exchange.com services are provided by Trustap.com (“Trustap”) and include Trustap Buyer Protection. By accessing or using Petro-Exchange, LLC services on our platform, you acknowledge and agree that: 

  • You are entering into a direct relationship with Trustap for the use of Petro-Exchange, LLC services (Trustap Buyer Protection). 

  • Your use of Petro-Exchange, LLC services (Trustap Buyer Protection) is governed by Trustap’s Terms of Service, Privacy Policy, and any other applicable policies. 

Trustap is a secure digital transaction platform that serves as an escrow service to protect buyers and sellers during online transactions with unfamiliar individuals. It holds funds until goods are delivered and verified, then releases them to the seller, providing a safety net against scams and fraudulent activity by using Stripe Identity and Radar for fraud detection and authentication. 

Welcome to Petro-Exchange, LLC. This User Agreement ("Agreement") governs your use of the Petro-Exchange, LLC website, mobile application, and services (collectively, the "Site"). Please read it carefully. By accessing or using the Site, you agree to be bound by this Agreement. If you do not agree, do not use the Site. 

1. Trustap terms of service are available here: https://www.trustap.com/terms/ 
2. Petro-Exchange, LLC and Petro-Exchange.com services are provided by Trustap.com (“Trustap”) and include Trustap Buyer Protection. By accessing or using Petro-Exchange, LLC on our platform, you acknowledge and agree that: 
 

  • You are entering into a direct relationship with Trustap for the use of Petro-Exchange, LLC and Petro-Exchange.com services. 

  • Your use of [Petro-Exchange, LLC and Petro-Exchange.com services is governed by Trustap’s Terms of Service, Privacy Policy, and any other applicable policies. 

  • Any updates or modifications made by Trustap to its Terms of Service shall automatically apply to your use of Petro-Exchange, LLC and Petro-Exchange.com services without further notice from us. 

 

3. Additional Terms to Include 
 

  • Dispute Resolution: 

Dispute investigation and resolution are managed by Trustap and governed by Section 10 of Trustap’s Terms of Service (Disputes, Refunds, and Returns). https://www.trustap.com/terms/ 
 

  • Transaction Duration: 

 All transactions must be completed within 90 days of the initial payment being received, in accordance with Trustap’s Terms of Service. 
 

1. Definitions 

  • "Petro-Exchange, LLC," “Petro-Exchange” “Petro-Exchange.com” "we," "us," or "our": Refers to Petro-Exchange, LLC, the online marketplace based in Des Moines County, Iowa. 

  • "User," "you," or "your": Any individual or entity using the Site, including both buyers and sellers. 

  • "TrustAp": Our third-party escrow provider that manages the holding and release of transaction funds. 

2. Eligibility 

You must be at least 18 years old and reside in the United States to register for or use the Site. By using the Site, you represent and warrant that you meet these eligibility requirements. 

 

3. Registration & Account Responsibilities 

Each User must provide accurate, current, and complete registration information. Users are responsible for maintaining the confidentiality of their account credentials and are liable for all activities that occur under their account. Users agree to promptly update their account information to keep it accurate and complete. We reserve the right to suspend or terminate accounts with inaccurate or incomplete information. 

 

4. Listing & Purchasing Guidelines 

All Listings must be accurate, clear, and complete. Sellers must have the right to sell listed items and must deliver the item as described upon successful transaction completion. Buyers agree to pay all amounts due for a winning bid or accepted offer. Petro-Exchange, LLC and Petro-Exchange.com may, in its sole discretion, remove Listings, suspend transactions, or take other necessary action to ensure platform integrity. 

 

5. Prohibited & Restricted Items Policy 

A User shall not list, purchase, or sell any of the following items on the Site: 

Prohibited Items: 

  • Products produced, manufactured or packaged by forced prison labor or child labor 

  • Pornography in any form of media 

  • Alcoholic beverages, cigars, cigarettes or tobacco products (unless permitted by law) 

  • Live animals or taxidermy 

  • Grave or other funeral-related items 

  • Charity fundraising activities 

  • Used cosmetics 

  • Credit or debit cards 

  • Gift cards (unless permitted by a government seller) 

  • Illegal and prescription drugs or paraphernalia 

  • Embargoed items from countries on the U.S. Office of Foreign Assets Control list 

  • Government IDs and licenses (unless sold by authorized government entities) 

  • Human parts or remains 

  • Event tickets 

  • Lottery tickets 

  • Mailing lists or personal consumer info 

  • Manufacturer’s coupons 

  • Pesticides 

  • Plants or seeds (unless legally authorized) 

  • Firewood or lumber unless permitted by law and transported legally 

  • Postage meters or stamps 

  • Securities (stocks, bonds, etc.) 

  • Travel services 

  • DEA-controlled or scheduled chemicals 

  • Falsely labeled textiles or products violating U.S. labeling laws 

  • Counterfeit, stolen, or recalled items 

  • Firearms and ammunition 

  • Radioactive materials of any kind 

  • Hazardous waste 

 

6. Defense and Indemnity 

Each User agrees to defend and indemnify Petro-Exchange, LLC, its affiliated and related entities, and their respective shareholders, members, directors, officers, employees, agents, representatives, and permitted successors and assigns (collectively, the “Petro-Exchange Indemnified Parties”), and hold them harmless from and against any and all damages, claims, suits, actions, liabilities, loss, costs and expenses, including reasonable attorneys’ fees (collectively “Claims”), arising out of or alleged to have arisen from: (i) such User’s breach under this Agreement; (ii) if such User is a Buyer, such User’s subsequent sale, use or handling of the Assets; (iii) such User’s breach of any law, rule, regulation or court order; or (iv) such User’s violation of the rights of any third party. This indemnity does not apply to Claims caused by Petro-Exchange’s gross negligence or willful misconduct. 

 

7. Anti-Money Laundering, Anti-Terrorism, Anti-Bribery and Anti-Corruption 

Each User represents, warrants and certifies that they are not facilitating the transfer of criminally derived property or promoting any illegal activity. Users agree to comply with U.S. laws including the U.S. Foreign Corrupt Practices Act and similar regulations. Users agree to indemnify Petro-Exchange and all other Users from any Claims arising from a breach of this policy. 

 

8. Taxes 

  • Petro-Exchange, LLC utilizes Avalara, Inc. (“Avalara”) to calculate, collect, and remit applicable sales and use taxes on transactions where required by applicable law. Avalara also manages the processing and validation of sales tax exemption certificates submitted by Buyers. Avalara’s services apply solely to sales tax compliance on product transactions conducted through the Petro-Exchange platform and do not extend to Petro-Exchange listing fees, advertising fees, or other non-transactional service charges. Such fees remain the responsibility of the Seller and are not administered by Avalara. 

  • All purchases are made net of taxes. Buyers are responsible for all applicable sales or use taxes. Petro-Exchange, LLC is not obligated to refund sales tax due to late submission of exemption documentation. U.S.-based tax obligations apply. Any other related taxes, including taxes that are omitted, are still the responsibility of the buyer.  

  • If your tax exemption certificate provides the option to select “Blanket” vs. “Single Purchase,” we recommend choosing Blanket so it can be applied to all future purchases. 

  • Please allow up to 24 hours for your exemption to be verified. Purchases made prior to verification will be subject to all applicable taxes. 

  • Important Notice: Petro-Exchange, LLC is not a tax consultant and does not provide tax advice. Please consult with your tax professional for guidance on your specific tax situation before making tax-related decisions. 

 

9. Term and Termination 

This Agreement is effective upon your use of the Site and continues until terminated. Either party may terminate by written notice. Any termination does not relieve you from completing active Listings or payment obligations. 

 

10. No Simultaneous Listings or Circumvention 

Users may not: (i) List the same item on Petro-Exchange and another marketplace simultaneously, (ii) Circumvent the Site to transact directly, (iii) Use information obtained through the Site to conduct outside deals. 

 

11. Communication & Notices 

Each User consents to electronic communications in accordance with the Electronic Signatures in Global and National Commerce Act (ESIGN). Notices shall be addressed to Petro-Exchange, LLC and Petro-Exchange.com customer service. Sellers grant us the right to promote their Listings unless otherwise agreed. 

 

12. Restrictions on Use of Services 

No User may: 

  • Upload, post, email, transmit or otherwise make available any content that: (i) is illegal, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful or otherwise objectionable; (ii) may not be made available under any law or under contractual or fiduciary relationships (such as confidential or proprietary information learned as part of an employment relationship or under a non-disclosure agreement); (iii) infringes any patent, trademark, trade secret, copyright or other proprietary right of any party; (iv) consists of unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, commercial electronic messages or any other form of solicitation; (v) contains software viruses or any other code, files, programs or devices designed or intended to interrupt 

 

13. Intellectual Property, Trademark, Copyright & Content Rights 

Trademarks, Copyright and Publicity. 
A User has no right to display or use Petro-Exchange’s tradenames, domain names, trademarks, or service marks without our express written permission, which we may withhold in our sole discretion. 

Petro-Exchange’s Ownership of Intellectual Property Related to Our Services and Site. 
You acknowledge and agree that our Services (which include applications, tools, and software) include proprietary and confidential information protected by intellectual property and other laws. You further acknowledge and agree that the content of the Site is protected by copyrights, trademarks, service marks, patents, or other intellectual property and proprietary rights and laws. 

Listing Data. 
You agree that you will not: 
(i) record, store, duplicate, reproduce, rebroadcast or otherwise exploit any Listing Data transmitted to you as part of our Services or your use of the Site; 
(ii) frame or utilize any framing technique to enclose any Listing Data; 
(iii) decompile, decode, disassemble, reverse engineer, reverse assemble or otherwise attempt to discover any source code or the architectural framework for any software within or associated with the Site; or 
(iv) access the Site for purposes of developing, marketing, selling or distributing any product or service that competes with or includes features substantially similar to the Services or any other products or services offered by Petro-Exchange, LLC and Petro-Exchange.com. 
We own all right, title, and interest in, or have a valid license in, all Listing Data. 

Ownership of Intellectual Property in Assets. 
You acknowledge that any software or intellectual property rights appurtenant to an Asset may not be the property of the Seller or capable of transfer by the Seller unless expressly stated in a Listing. Neither the Seller nor Petro-Exchange, LLC and Petro-Exchange.com is in any way authorizing the use by you of such software or intellectual property rights, and any use of such software or exploitation of such intellectual property rights shall be at your sole risk. 

Copyright, Trademark & Intellectual Property Policy. 
We respect the intellectual property of others and expect our Users to do the same. We respond to notices of alleged copyright or other intellectual property infringement. If you believe that your copyrights or other intellectual property rights have been infringed by postings of others through the Site, you should contact our Copyright Agent and provide the following information: 
(i) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest; 
(ii) a description of the copyrighted work or other intellectual property that you claim has been infringed; 
(iii) a description of where the material that you claim is infringing is located on the Site; 
(iv) your address, telephone number, and email address; 
(v) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and 
(vi) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf. 

Sellers must respect and comply with all manufacturer trademarks, copyrights, and other intellectual property rights. Sellers may not list, market, or sell any product in a manner that infringes upon, misuses, or misrepresents a manufacturer’s trademark or brand identity. 

Seller Content. 
To ensure that a Seller is giving potential Buyers an accurate description of its Assets, and to ensure that a Seller is not infringing on anyone else’s content rights, Sellers should write their own descriptions and use their own images. All relevant listings should have available Product Data Sheets and Safety Data Sheets, and Certificate of Analysis upon buyer request. 

Disclaimer of Third Party Content. 
While we may provide links to third-party sites and services on our Site, they are provided to you solely for informational purposes. You agree that we are not responsible or liable for: 
(a) the availability or accuracy of such sites, services or resources; 
(b) the content, advertising or products on or available from such sites or resources; or 
(c) the privacy policies and data collection, use or retention practices of such sites. 
The inclusion of any link on our Site does not imply that we endorse the linked site. You use such links solely at your own risk. 

 

 

14. Miscellaneous 

Severability. If any provision of this Agreement is held to be invalid, void, or for any reason unenforceable, such provision will be struck and will not affect the validity and enforceability of the remaining provisions. 

Assignability. In our sole discretion, we may assign User’s account and this Agreement in whole or in part to any purchaser(s) of any of our Marketplaces or all or a portion of our business. Users may not assign this Agreement or their account without our prior written consent, unless such assignment is undertaken as a sale of all or substantially all User’s assets and provided that such User provides our customer service with prior written notice of the assignment, the name and address of the assignee, a copy of the legal instrument assigning the contract and the effective date of the assignment. 

Amendments. *** LEGAL QUESTIONS FOR LAWYER *** We may amend this Agreement (including any document incorporated herein by reference) at any time by posting an amended Agreement with its effective date on our Site. Such effective date shall be no less than thirty (30) days from the date of posting. Our right to amend this Agreement includes the right to modify, add to, or remove terms in this Agreement. Unless otherwise specified, all amended terms will automatically be effective thirty (30) days from the date of posting on our Site. A User’s continued use of our Site thirty days after our posting of any amended Agreement will constitute such User’s acceptance of such changes. User will not receive any other notice of a change in this Agreement outside of the posting of the amended Agreement on our Site. 

Choice of Language. It is the express wish of the parties that this Agreement and all related documents be drawn up in English. 

Governing Law. Each User agrees that, except to the extent inconsistent with or preempted by federal law, the laws of the State of Iowa, USA (without regard to principles of conflict of laws), will govern this Agreement and any claim or dispute that has arisen or may arise between Petro-Exchange, LLC and Petro-Exchange.com and a User. Any dispute arising under this Agreement will be litigated exclusively in the state courts located in Des Moines County, Iowa, and User agrees not to contest the personal jurisdiction of those courts. Governing Law and Jurisdiction are managed by Trustap and governed by Section 14 of Trustap’s Terms of Service (General).  https://www.trustap.com/terms/ 
 

 

California Users. If User is a California resident, User may report, in accordance with Cal. Civ. Code §1789.3, any complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by tel. at (800) 952-5210. 

Waiver. Our failure to exercise or enforce any right or provision of this Agreement will not be deemed a waiver of such right or provision. Any waiver must be in writing, signed by our authorized representative, and effective only for the instance specified. We may grant or withhold waivers in our sole discretion. 

Timing of Payment. Time is of the essence in making all payments owed to Petro-Exchange, LLC and Petro-Exchange.com, listing fees, transaction fees, including, without limitation, Seller’s Commission and Trustap Buyer Protection fees, pursuant to a Listing Contract or due to default. Unless otherwise agreed to in writing, overdue amounts may be charged interest at 18% per annum or the maximum rate permitted by law, together with legal or collection costs. 

Force Majeure. No party will be liable for performance delays, underperformance, or failures caused by a Force Majeure Event, except for obligations to pay money owed. 

Records are the User’s Responsibility. Petro-Exchange, LLC and Petro-Exchange.com does not guarantee the preservation of records. Users should maintain their own records of transactions. 

Multiple Registrations. We reserve the right to limit or deactivate duplicate accounts. 

Sole Discretion. Any reference to our sole discretion means our sole, absolute, and unfettered discretion. 

Independent Contractors. No agency, partnership, joint venture, employment, or franchising relationship is intended or created. 

Service Provider. Petro-Exchange, LLC and Petro-Exchange.com may subcontract any obligations or assign rights to third parties without User notice or consent. 

Entire Agreement. This Agreement (and incorporated policies or separate written agreements) constitutes the entire agreement and supersedes all prior understandings. 

Counterparts. Any Managed Services Agreement may be executed in counterparts and delivered by .pdf, with the same legal effect as originals. 

Survival. The following Sections survive termination: Section 4 (Listing & Purchasing Guidelines), Section 5 (Restricted Items Policy, 6 (Indemnity), Section 8 (Taxes), Section 11 (Notices), Section 12 (Restrictions) and Section 14 (Miscellaneous) 

15. Listing/Shipping 

Listing Contract & Shipping Policy 

This policy sets forth the terms on which a Buyer and a Seller enter into a Listing Contract using our Services and the default terms that apply in cases where: (i) the Seller does not specify a Listing Contract; or (ii) the Listing Contract is otherwise silent as to any of the below terms. 

  1. Listing as Solicitation of Interest from a Prospective Buyer to Bid or Offer to Purchase Assets. Using the Services to create a Listing, a Seller sets the terms and conditions on which the Seller will solicit interest from Buyers to bid or otherwise make offers to purchase from Seller. From a contractual standpoint, a Listing is a solicitation of interest from prospective Buyers to make a bid or other contractual offer to buy based on the pricing format set by Seller. A Listing is not an offer to sell and a Seller must accept a Buyer’s bid or offer to purchase in order to constitute a Transaction. 

  1. Seller Responsibilities When Soliciting Bids and Offers to Purchase From Buyers Using our Services. To promote the integrity and successful operation of our Services, the Seller agrees to: 

  1. accurately describe Assets in Listings to the best of its knowledge; 

  1. accurately describe the requirements applicable to Asset inspection, payment, removal and any other special instructions relevant to the Listing; 

  1. promptly respond to questions of interested Buyers (sellers should respond within 48 hours); 

  1. promptly complete Transactions with Buyers and properly update Petro-Exchange, LLC’ Seller tools to acknowledge Asset pick up, which shall be no later than fourteen (14) Days from the time and date of the delivery of Buyer’s Certificate by e-mail, unless a different date and time is specified in a Listing Contract or mutually agreed to in writing by Buyer and Seller; 

  1. not engage in any activity to circumvent the fees due to Petro-Exchange, LLC pursuant to the Agreement or a Managed Services Agreement; and 

  1. not engage, directly or indirectly, in any activities intended to manipulate or interfere with the bidding process, including shill bidding (which is when a Seller bids on its own Assets or indirectly directs or allows a third party to perform artificial bidding against other legitimate bidders in an auction). 

  1. Sellers are required to accurately describe all products and must clearly disclose any known defects, damages, or irregularities in their listings. 

  1. Offer Made by Buyer. From a contractual standpoint, a prospective Buyer’s bid or other offer to purchase is a contractual offer. A bidder in an auction format or a prospective Buyer in other transaction formats is making an unconditional offer to enter into a Listing Contract with the Seller. By submitting a bid or offer to Purchase, Buyer agrees they have read, fully understand and accept the Listing, the Listing Contract and the User Agreement. Further, by submitting a bid or offer to purchase, Buyer agrees that if such Buyer’s bid is accepted by Seller, Buyer will pay for and remove the Assets (which removal will occur no later than fourteen (14) Days from the time and date of the delivery of the Buyer’s Certificate by e-mail, unless a different date and time is specified in the Listing Contract or mutually agreed to in writing by Buyer and Seller). 

  1. Acceptance and Formation of Listing Contract. If a Buyer’s bid or offer to purchase is accepted by a Seller, a Listing Contract is formed with respect to a Transaction. By accepting a bid or offer to purchase, Seller agrees that Seller has read, fully understands and accepts the Listing and the Listing Contract and affirms its acceptance of the User Agreement. 

  1. Identity of the Seller. A Buyer should refer to the Listing and Listing Contract to understand the identity of the Seller. In certain instances, to protect the confidentiality of a Seller, a Seller may be identified with a user ID rather than its actual legal entity name. 

  1. Terms and Conditions of Listing Contract. A Listing forms the basis of the Listing Contract. A Listing Contract incorporates by reference a set of Seller Terms associated with the Listing. The Seller Terms may be unique to a Seller or even unique to a Transaction. Buyers should carefully read the Listing and Seller Terms as caveat emptor applies to every Listing Contract. Each set of Seller Terms must incorporate by reference the terms of this Listing Contract Policy, which serves as a floor for terms and conditions of all Transactions conducted using Petro-Exchange.com. The terms of the Listing control over the Seller Terms and the Seller Terms control over this Listing Contract Policy; provided, however, neither a Listing nor Seller Terms may or shall be deemed to modify, amend or otherwise alter Petro-Exchange, LLC’ rights, obligations or liability under the User Agreement. Oral statements by either Seller or Buyer are non-binding unless such statements are reduced to writing in a revised Listing. A Buyer is responsible for carefully reading the Listing and Seller Terms at the time of bidding, as such Listing or Seller Terms may be amended, modified or otherwise changed, including based on answers to questions asked by prospective Buyers and in response to inquiries regarding the types of transactions a Seller is willing to support. Once a bid has been placed on a listing, the Seller may not alter the description, condition, or material terms of the item. Any Seller-initiated changes or cancellations after the first bid that result in termination of the transaction shall render the Seller responsible for payment of the Buyer’s premium protection fee. Petro-Exchange reserves the right to deduct this amount from any funds otherwise due to the Seller, or to invoice the Seller directly if sufficient funds are not available. 

  1. Seller Representations and Warranties. 

  1. Seller’s Warranty of Title. Seller represents and warrants to Petro-Exchange, LLC and to Buyer that it will deliver good and marketable title to its Assets, free and clear of all liens and encumbrances at the time a Completed Transaction occurs. 

  1. Seller’s Limited Warranty of Description. By posting a Listing, a Seller provides a limited representation and warranty of description to Petro-Exchange, LLC and to Buyer that the Assets conform to the description of the Assets in the Listing. 

  1. Guaranty Waiver and Disclaimer of Representations and Warranties for a Listing Contract. 

  1. EXCEPT AS EXPRESSLY STATED OTHERWISE IN WRITING IN THE LISTING CONTRACT, IF BUYER PURCHASES ASSETS OR PLACES BIDS ON OR MAKE AN OFFER ON OR ORDER ASSETS, BUYER AGREES TO ACCEPT SUCH ASSETS AS IS, WHERE IS AND WITH ALL FAULTS. 

  1. NEITHER PETRO-EXCHANGE, LLC NOR SELLER ARE LIABLE TO A BUYER FOR ANY PAYMENT FOR LOST PROFITS OR ANY OTHER MONEY DAMAGES, INCLUDING, WITHOUT LIMITATION, EXEMPLARY, PUNITIVE, SPECIAL, LIMITED, DIRECT, INDIRECT OR CONSEQUENTIAL DAMAGES; PROVIDED, HOWEVER THE FOREGOING SHALL NOT BE DEEMED TO LIMIT BUYER’S EXPRESS REMEDIES IN THE EVENT OF A DEFAULT AS SET FORTH BELOW OR AS OTHERWISE MODIFIED BY SELLER AND BUYER IN A LISTING CONTRACT. 

  1. EXCEPT AS EXPRESSLY STATED IN WRITING IN THE LISTING CONTRACT, PETRO-EXCHANGE, LLC AND SELLER DISCLAIM TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW ALL WARRANTIES, EXPRESS AND IMPLIED, WITH RESPECT TO THE ASSETS, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR THAT THE ASSETS ARE FREE FROM LATENT DEFECTS. 

  1. PETRO-EXCHANGE, LLC MAKES ANY REPRESENTATIONS OR WARRANTIES REGARDING THE QUALITY, NATURE, CONDITION, GENUINENESS, AUTHENTICITY OR COMPOSITION OF THE ASSETS OR REGARDING THE COMPLIANCE OF THE ASSETS WITH THE REQUIREMENTS OF ANY SPECIFICATIONS, LAWS OR REGULATIONS. BUYER IS SOLELY RESPONSIBLE FOR THE ASSETS’ ABILITY TO ACHIEVE THE RESULTS BUYER INTENDS. 

  1. Petro-Exchange, LLC AND SELLER DISCLAIM ALL WARRANTIES AND OTHER OBLIGATIONS ON ACCOUNT OF ANY CLAIM OF INFRINGEMENT OR MISSAPPROROIATION OF PATENTS, COPYRIGHTS, OR OTHER INTELLECTUAL PROPERTY OR PROPRIETARY RIGHTS IN CONNECTION WITH THE ASSETS. 

  1. UNLESS EXPRESSLY STATED OTHERWISE IN A LISTING, PHOTOGRAPHS, VIDEO, WRITTEN DESCRIPTIONS AND OTHER CONTENT ARE NOT INTENDED AS REPRESENTATIONS OR WARRANTIES BUT ARE PROVIDED SOLELY TO AID BUYER IN DETERMINING WHICH LISTINGS BUYER WILL PHYSICALLY INSPECT AND BID ON. 

  1. Inspection and Waiver of Seller’s Limited Warranty of Description. 

  1. General Rule – If a Buyer bids or offers to purchase Assets without having inspected the Assets, Buyer does so at its own risk. Except as set forth in Exception 1 and Exception 2, below, Buyers are in most instances afforded access to inspect Assets prior to bidding or making an offer to Seller. From its inspection, a Buyer should satisfy itself with the condition, features and functionality of the Assets prior to bidding. Where Assets are made available to a prospective Buyer, Buyer waives Seller’s limited warranty of description at the time of bidding or at the time it offers to purchase the Assets. Sometimes, inspection requires an advance appointment or viewing Assets at specified public viewing times. If a Buyer needs specific advice (e.g., engineering, scientific, risk management, appraisal, valuation, legal), a Buyer should seek this from a third-party professional and not rely on the Listing or Seller. Buyer is solely responsible for selecting the appropriate Assets for Buyer’s needs. Except as set forth below in Exception 1 and Exception 2, below, all sales are final. This waiver of Seller’s limited warranty of descriptions applies even if Buyer does not avail itself of the opportunity for inspection. 

  1. Exception #1 – Rule for when Seller Provides No Inspection Until Immediately Prior to Removal.If a Seller only permits inspection immediately prior to or at the time of removal, a Buyer is deemed to irrevocably waive Seller’s limited warranty of description at the time it commences removal of the Assets. Once the inspection timeline has expired, if no dispute was raised by the buyer, the transaction is considered closed and no further disputes are permitted. 

  1. Exception #2 – Direct marketplaces may only permit Buyer to inspect Assets once the Assets are received by Buyer at its designated location. This most frequently occurs with “black wrap” pallets wherein a retailer creates the pallet and bill of lading and the pallet is sold with no processing by Petro-Exchange, LLC or, alternatively, with a truckload of Assets that are routed directly from a retailer to a Buyer after the winning bidder is identified. In such circumstances, Buyer must make a claim for any incorrect or inaccurate Listing description of the Assets within seven (7) Days after delivery of the Assets to Buyer. TrustAp.com (“Trustap) will handle all disputes and their policies will supersede Petro-Exchange, LLC policies where there is any overlap or conflict. Thereafter, Buyer waives any right to make a claim against Seller for breach of Seller’s limited warranty of description in a Transation. Petro-Exchange, LLC’ customer service department accepts and reviews legitimate claims solely as a service. Where Buyer has a legitimate claim, as determined by Petro-Exchange, LLC in its sole discretion, refunds or returns of merchandise must be approved by Petro-Exchange, LLC’ customer service department. All decisions of the customer service department are final. Any attempt to rescind a payment or return Assets prior to an authorization by Petro-Exchange, LLC will cause a delay of claim resolution and may adversely affect Buyer’s ability to transact additional business on our Site. Unauthorized returns will be refused at delivery. When a return is authorized, the Seller will perform a full inspection of all Assets upon return and units must be the same as when shipped to Buyer (including serial numbers, accessories, etc.) to be eligible for a full refund minus any processing fees. Title to Assets remains with Buyer until the returned Assets are delivered to the Seller, as the case may be. Buyer agrees that Petro-Exchange, LLC is not responsible for examining or warranting the description of the Assets in any Listing or any content provided by Seller. 

(J) Corrections by Sellers of a Listing Description After Aa Bid or Offer to Purchase. 

In the event a Seller amends a Listing to correct any material errors, inaccuracies or omissions in a Listing, Buyer may withdraw its bid or other offer to purchase. If a correction to a listing is required after a bid has been placed, the Seller must cancel the existing listing and relist the item with accurate information. 

(K) Revocation of Sellers’s Acceptance. 

A Seller may revoke its acceptance of Buyer’s bid or other offer to purchase at any point in time on or prior to a Completed Transaction occurring. In the event of revocation, Buyer shall be entitled to a full refund of the purchase price minus any Trustap Buyer Protection fees paid, and shall not be entitled to any other remedy. 

(L) Void Listing Contracts.  

A Listing Contract is void ab initio (to be treated as invalid at the outset) for any Buyer that fails to meet the requirements of a Listing, as determined by Petro-Exchange, LLC in its sole discretion, or for which the Assets violate our Prohibited Items Policy. For example, a Listing that is restricted will be void ab initio if the Buyer fails to provide identification at the time of pick-up that it is a law enforcement agency. A Buyer shall be liable to Seller for all reasonable costs and expenses incurred by Seller in reliance on Buyer’s offer to purchase that has been voided. 

(M) Title.  

Unless a Listing Contract provides otherwise, title to Assets transfers at the point in time a Completed Transaction occurs (product has shipped, been received and dispute process has passed). 

(N) Risk of Loss.  

If a Buyer has paid in full under the Listing Contract and then commences removal of the Assets, all risk of loss shifts to Buyer and Buyer is solely responsible for insuring and transporting the Assets.  

(O) Vehicle Titles and Certificates of Ownership.  

Seller will provide a certificate of title or ownership to Buyer at the time of Buyer’s removal of any vehicle the title to which is evidenced by a certificate of title. Titles may be subject to such restrictions as may indicated in the Asset description on the Site. In certain instances, a vehicle may be sold without title as salvage, in which case no title will transfer, caveat emptor applies, and a Buyer must satisfy for itself whether it can obtain a certificate of title from a governmental agency without Seller’s support if it desires a certificate of title. 

(P) Personal and Property Risk During Inspection and Removal under a Listing Contract.  

Persons present for the removal of Assets accept and assume all risks of damage or loss to person and property and expressly waive and release Seller and Petro-Exchange, LLC from any and all liability on account of such person’s loss to person or property arising out of or attributable to being so present, except to the extent solely caused by the willful misconduct or gross negligence of Seller or Petro-Exchange, LLC as the case may be. Such persons further agree not to make or bring any such claim against Seller or Petro-Exchange, LLC, its affiliated and related entities, and their respective shareholders, members, directors, officers, employees, agents, representatives, and permitted successors and assigns, and forever release and discharge all such parties from liability under such claims. 

(Q) Payment for Assets Under a Listing Contract. 

  1. Payment Instructions. A Listing sets the instructions on payment and transaction settlement. In all cases, Seller engages Petro-Exchange, LLC through Trustap to handle invoicing, receive payment on behalf of Seller and otherwise handle the mechanics of transaction settlement. Petro-Exchange, LLC sets the instructions on payments through Trustap. 

  1. Payment in Full.For a Buyer to make payment in full, such Buyer must pay the applicable winning bid or hammer price, any applicable taxes, Trustap Buyer Protection fees and any additional fees as described in the Listing or amounts otherwise owed by Buyer or Petro-Exchange, LLC with respect to its account with Petro-Exchange, LLC. Generally, a Trustap Buyer Protection fees is required and is typically expressed as a percentage of the sale price to compensate Petro-Exchange, LLC for providing the Services. To the extent Buyer owed Petro-Exchange, LLC for any fees for Services provided to the Buyer, those fees must be paid as well. 

  1. Currency of Payment. Payment shall be made in U.S. Dollars on the relevant Listing. Any bank charges in respect of conversion or transfer of monies shall be borne by Buyer in respect of bids. 

  1. State/Local Sales and/or Use Tax. Buyers may be subject to sales, use and/or value-added taxes. Buyers are responsible for contacting customer service or the appropriate tax authority office, completing any requisite forms and paying any taxes that may be imposed. Buyers must provide any applicable tax exemption documents (for example, exemption from sales tax as a registered reseller) to Petro-Exchange, LLC prior to buying or selling. 

  1. Method of Payment. Unless otherwise permitted by Petro-Exchange, LLC, payment shall be made via bank ACH transfer or credit card. Cash payments are not permitted. Petro-Exchange, LLC reserves the right to restrict certain Buyers from using credit cards. No charges will be made to the credit card until the bid or offer to purchase has been accepted by Seller. Petro-Exchange, LLC reserves the right to charge a $25.00 fee for any rejected credit card transaction. 

  1. No Third-Party Funds. Petro-Exchange, LLC will not accept third-party funds of any kind. 

  1. Charge-Backs. In the event of a Charge-Back, Petro-Exchange, LLC may, in its sole discretion, immediately and permanently deactivate a Buyer’s account. If Buyer performs a Charge-Back after receiving the Assets, Seller or Petro-Exchange, LLC may file charges with the appropriate law enforcement agency and Seller and Petro-Exchange, LLC each reserve the right to pursue all remedies available to Seller or Petro-Exchange, LLC to recover any incurred damages. 

  1. Holds. Petro-Exchange, LLC reserves the right to restrict access to funds in a Seller account based on certain factors, including, but not limited to, Transaction history, performance, riskiness of the Listing category, government inquiry or investigation, an alleged claim or Petro-Exchange, LLC’ investigation of an alleged breach of this Agreement or a breach by the Seller of its agreement with Petro-Exchange, LLC, or a dispute. 

  1. Off-Sets. Petro-Exchange, LLC reserves the right to set-off any fees or other amounts a Buyer owes Petro-Exchange, LLC for any reason from any of Buyer’s funds in Petro-Exchange, LLC’ possession or that are paid or received from Buyer for one or more purchases of Assets. Petro-Exchange, LLC reserves the right to set-off any fees or other amounts a Seller owes Petro-Exchange, LLC for any reason from any of Seller’s funds in Petro-Exchange, LLC’ possession. 

(R) Removal of Assets Under a Listing Contract. 

  1. Listing Explains Seller’s Removal Requirements. The Listing will describe the removal process and specific requirements of Seller. In all cases, Seller engages Trustap to handle Transaction settlement on behalf of Seller. In such instances, Petro-Exchange, LLC will e-mail a Buyer’s Certificate to the Buyer as confirmation that Buyer has paid in full for the Assets described in the Listing Contract. Buyers’ Certificates will be released only upon receipt of payment as specified in the Listing and only to the extent that a Buyer is in good standing with respect to its accounts with Petro-Exchange, LLC. 

  1. Buyer’s Responsibility Starts at Time Buyer Commences Removal. Unless otherwise agreed to in writing between Seller and Buyer, Buyer is responsible for the removal, loading, transportation, unloading, and, if applicable, reassembly or start-up of the Assets. Absent the express written agreement of Seller, Seller will not perform the role of shipper or exporter. Absent the express written agreement of Petro-Exchange, LLC, Petro-Exchange, LLC will not perform the role of shipper or exporter. 

  1. Buyer is Responsible for Health & Safety of Its Employees, Agents & Contractors. Buyer is responsible for its and its employees’, agents’ and contractors’ compliance with all applicable laws and regulations for the removal, transportation, reassembly and use of an Asset. Buyer is responsible for any damage to property, including spills or releases of hazardous substances, which might occur during the removal process. Buyer is responsible for ensuring that Buyer’s employees, agents and contractors understand the health, safety and environmental site rules at the location where removal is to occur. If Buyer brings employees or third parties to attend or assist in the removal of Assets, Buyer assumes all risks of damage of or loss to their person and property and agrees to defend and indemnify Seller and Petro-Exchange, LLC from any and all liability for such risks. Buyer agrees to defend, indemnify and hold harmless the Petro-Exchange, LLC Indemnified Parties and Seller from any Claim made by any third party due to, arising out of or attributable to Buyer’s or its agent’s removal of Assets, including without limitation, all damage or loss to person or property. Buyer is responsible for all damage to property, including spills or releases of hazardous substances, that occurs during the Asset removal process. 

  1. Buyer Assumes Responsibility for Compliance with Applicable Environmental Laws and other Regulations. Buyer must comply with all applicable environmental laws when removing, transporting, reassembling, using and disposing of Assets, including all laws related to waste disposal, air emissions, discharges, toxic substances and hazardous waste disposal. If Buyer disposes of consumer electronics purchased through our Site or Services, Buyer must dispose of such electronics using a certified electronics recycler (for example, R2 or eSteward certified), and failure to do so may subject Buyer’s account to restriction or deactivation, and other legal or equitable remedies that may be available to us. For the avoidance of doubt, Petro-Exchange, LLC has no duty to remove any hazardous, toxic, corrosive, reactive or ignitable substances that are contained in or are a part of any Asset. Certain Assets may have components, parts, constituents or ingredients that may be corrosive, reactive, and ignitable or exhibit other hazardous or toxic properties. Buyer agrees to remove, use and ultimately dispose of any hazardous components or constituents according to all applicable laws and regulations in a manner safe for the public and the environment. Certain Assets or components of Assets may contain residual chemicals, friable asbestos, petroleum products and ozone depleting substances or other hazards. Buyer acknowledges and agrees that neither the Seller nor Petro-Exchange, LLC is responsible for providing documentation or certification regarding the identification or status of these substances. Certain Assets may not necessarily comply with the Health and Safety at Work Etc. Act 1974, Occupational Safety & Health Act (OSHAACT) of 1970, NEPA (1969) Environmental Protection Act 1990  Regulations, Directives or other applicable, equivalent or similar laws in any relevant jurisdiction. Buyer acknowledges that some items in the Listing may not, or no longer, conform to the terms of the EU Directive on Machinery as implemented in the National Legislation of the relevant Member Country. Buyer shall determine to its satisfaction whether any lot is in conformity. Supporting documents that are not mentioned in the description of the Asset are not available. Buyer shall export from the EEA or upgrade within six months, any Asset purchased that is non-conforming and prior to export or upgrading, Buyer will not permit such Asset to be put into use or traded. Neither Petro-Exchange, LLC nor any Seller makes any representation or warranty that the Assets offered for sale are importable into any country or that all supporting documentation is available. Buyer agrees that any item purchased for importation into any country will be imported in compliance with all applicable laws and regulations of that country. 

  1. Buyer Required to Have Insurance Covering Its Loading and Transportation of Assets. To remove the Assets from Seller’s location, a Buyer and its agents must maintain adequate automobile and commercial general liability insurance, and minimum legally required workers compensation insurance for Buyer’s employees picking up the Assets. Upon request, Buyer will provide Petro-Exchange, LLC and Seller with proof of such insurance and will name Petro-Exchange, LLC and Seller as additional insureds under Buyer’s policies to the extent permitted by law. All items sold through the Petro-Exchange platform must be transported in full compliance with all applicable U.S. Department of Transportation (DOT) regulations and requirements. Sellers are solely responsible for ensuring that packaging, handling, and transport meet these standards.All shipping communications must be handled through Petro-Exchange.com website and Trustap. Petro-Exchange, LLC must be notified of any variations in the shipping process that happen outside of Petro-Exchange.com by emailing info@petro-exchange.com. 

  1. Time Period for Removal. All Assets must be removed by Buyer within fourteen (14) Days from the time and date of the delivery of Buyer’s Certificate by e-mail, unless a different time and date is set by the Listing Contract or Buyer and Seller mutually agree otherwise in writing. Buyer is responsible for loading and removing all Assets subject of a Listing as identified in Buyer’s Certificate. Buyer will make all arrangements and perform all work necessary, including packing, loading and transportation of the Assets of a Listing. Under no circumstances will either Petro-Exchange, LLC or Seller assume responsibility for packing, loading or shipping. See instructions in each Listing for complete removal details. 

  1. Time is of the Essence in Removing Assets. Time is of the essence with respect to removal of Assets. Buyer may have to schedule an appointment in advance with Seller. For complex removals, Seller may require certain of its employees or agents to be available at the time of removal. Buyer may also need to provide removal method statements and/or risk assessments (to the reasonable satisfaction of the Seller) and proof of additional insurance beyond that specified above where the Assets require dismantling, rigging or hot cutting (or as otherwise required by the Seller). 

  1. Unwanted Assets and Dunnage. Unless stated otherwise in a Listing, most Assets include dunnage (cartons, pallets, shrink-wrap, bands, crates, etc.), and Buyer must remove the entire lot of Assets, including dunnage. Buyer is responsible for the disposal of Buyer’s unwanted Assets and dunnage. Buyer agrees to defend, indemnify and hold harmless the Petro-Exchange, LLC Indemnified Parties and Seller against all Claims brought by third parties related to your failure to remove any Assets. 

  1. Timing of Payment. Time is of the essence in making payment. Unless otherwise stated in the Listing, in a Order Confirmation from Petro-Exchange, LLC or in a separate written agreement between Seller and Buyer, Buyer must make payment by the deadline set by the Listing or if no deadline is set in the Listing, within five (5) days after Buyer is notified that Seller has accepted Buyer’s offer to purchase. No extensions of the payment period will be granted. Buyer agrees to pay interest on overdue amounts at the rate of 18% per annum or the maximum rate permitted by applicable law, together with any legal or collection costs incurred by Petro-Exchange, LLC and/or Seller. 

(S) Default by Seller and Buyer’s Remedies.  

If Seller breaches its obligations under a Listing Contract and such breach is not cured within five (5) Days after written notice to Seller of its breach, Seller shall be in default and Buyer may, in its sole discretion, take either of the following actions: 

  1. Buyer has seven (7) days to file a dispute through Trustap. See Trustap’s dispute process and policy. 

If a Force Majeure Event occurs before Seller’s default, the cure period shall be extended for the duration of the Force Majeure Event. 

(T) Default by Buyer and Seller’s Remedies. 

If Buyer breaches its obligations under a Listing Contract and such breach is not cured within five (5) Days after notice by Seller (or by Petro-Exchange, LLC if Petro-Exchange, LLC is acting as agent for a Managed Services Seller) to Buyer (except for payment obligations for which there shall be no cure period), Buyer shall be in default and Seller shall be entitled to any of the following remedies: 

  1. In the event of a non-monetary default, waive such default, subject to the condition that Buyer promptly present a written amendment to the Listing Contract setting forth new performance obligations satisfactory to Seller, in its sole discretion, with such waiver being effective only upon the execution by both Seller and Buyer of a mutually agreeable amendment to the Listing Contract; 

  1. In the event of a failure of Buyer to pay any amount when due, terminate the Listing Contract and Buyer shall pay to Petro-Exchange, LLC the Trustap Buyer Protection fees that would have been paid but for Buyer’s default; 

  1. In the event of a failure to remove the Assets, either: 

  1. declare the Asset to be in Seller’s storage, at which point the existing Buyer’s Certificate will be cancelled and a $50 daily storage fee shall be charged. Petro-Exchange, LLC will issue to Buyer a new Buyer’s Certificate and Buyer shall be permitted to remove the Assets only after it pays the storage fees in full to Petro-Exchange, LLC. Storage fees shall be split between Seller and Petro-Exchange, LLC to offset Buyer’s storage costs and Petro-Exchange, LLC’ additional labor and processing costs incurred as a result of the delay; or 

  1. declare that Buyer has abandoned the Assets, terminate the Listing Contract, and then reclaim and resell the Assets. If the Assets are declared abandoned, Petro-Exchange, LLC shall deduct the greater of $200 or the amount of its Trustap Buyer Protection fees from the amount paid by Buyer for the abandoned Assets (the “Buyer Default Funds”).  

(U) Listing Contract Disputes. 

  1. Disputes Between Users. Each User is solely responsible for its direct interactions with other Users. Petro-Exchange, LLC reserves the right, but has no obligation, to monitor disputes between Users. Petro-Exchange, LLC will have no liability for a User’s interactions with another User, or for any User’s acts or omissions. 

  1. Governing Law and Jurisdiction. The applicable governing law, jurisdiction for venue and forum and any jurisdiction specific clauses will be in accordance with the Listing Contract. If the Listing Contract is silent, Appendix F (Contracting Entity, Governing Law and Jurisdiction Policy) shall apply with respect to the terms of the Listing Contract. No Listing Contract may change the governing law and jurisdiction with respect to disputes under the User Agreement with respect to a User and Petro-Exchange, LLC. 

  1. Unit Price Transactions and Variances. When Assets are sold on a per unit price basis, Seller may reserve the right to vary the quantity delivered by a percentage expressly disclosed in the Listing. In such cases, Users agree to accept any quantity within such disclosed variance limits. Outside such limits, the purchase price will be adjusted upwards or downwards based upon the quantity actually delivered and accepted by Buyer. Buyer agrees to cooperate with and provide all applicable documents to Petro-Exchange, LLC’ customer service department in the event of a dispute regarding variances. 

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