Source Program Terms & Conditions
Terms and Conditions
Revised on April 1, 2015
THESE SOURCE PROGRAM TERMS & CONDITIONS (“Program Terms”) refer to the terms on which College Marketplace Inc., d/b/a ValoreBooks.com (“Valore”) offers you access to and use of our sites, services, applications and tools (collectively "Services" or the “Source Program”) to purchase used textbook inventory. Valore provides the Services subject to the following terms and conditions.
By accessing and using our Services, you warrant and represent to Valore that you are legally entitled to do so as an authorized representative of an academic institution, private bookstore or other legal entity in the business of buying and selling used textbooks (the “Buyer”). You agree to comply with all of these Program Terms when accessing or using our Services. Please read them carefully.
ValoreBooks shall use its commercially reasonable efforts to maintain the Services and facilitate Orders, as defined below. The parties intend that at all times Valore will be an independent contractor and not Buyer’s agent, legal representative, joint venturor or partner, and vice versa. Accordingly, only ValoreBooks will have the authority to determine the method, details and means of performing the Services.
- 1. Definitions. The following terms will have the meanings set forth below:
Acceptable Product. A Product that satisfies, in all material respects, the acceptance guidelines established by Valore.
Facility. The physical location(s) to which Products are to be sent to Buyer from Valore’s Logistics Center (LC). Buyer may update Valore in writing with any changes in Facility location with a minimum of fifteen (15) business days written notice to Valore in advance of any Shipment of purchased inventory to Buyer.
Invoice. The amount due for all Orders delivered in a Shipment to Buyer as further defined in Section 4 below.
Logistics Center (“LC”). A facility operated by an agent of Valore that performs Processing on behalf of Valore.
Order. The purchase of a Product listed in the Want List that will be fulfilled by Valore pursuant to the Services.
Price. The maximum amount a Buyer agrees to pay to purchase a Product in any given transaction.
Processing. The receipt, evaluation, grading and aggregation of Buyer Orders performed at an LC pursuant to the Services and the preparation of these Orders for Shipment.
Product. Any textbook, in new or used condition, or any other publication desired that is part of a Buyer’s Want List.
Refunds. Any Product deemed unneeded or deemed an Unacceptable Product by Buyer, subject to limitations as further defined in Section 4.3 below, and returned to Valore.
Return Location. The physical location to which Buyer will ship Refund returns to Valore.
Seller. Any party that lists Products on the Site for purposes of selling them.
Shipment. The receipt by a Buyer-specified third party carrier of a freight shipment of Products from the 3PL.
Site. www.valorebooks.com, the internet website owned and operated by Valore, or any other such website through which Valore offers its Services to Buyer.
Unacceptable Product. A Product received by the LC or sent to Buyer in a damaged or unusable condition as determined from guidelines established in the specifications of the Services.
Use Conditions and Guidelines. Valore policy regarding use of the Site posted thereon by Valore and incorporated into these Program Terms and made a part hereof, which policy may be amended, changed or modified from time to time at the sole discretion of Valore.
Want List. A list provided to Valore by Buyer setting forth: (a) Products that Buyer desires to purchase defined by an ISBN number or other common product identifier; (b) the quantity of each Product that Buyer desires to purchase; and (c) the maximum Price for each Product that will be guaranteed at the time an Order is placed and filled. The Want List may also be referred to as a “Buyback Guide.”
2. Buyer Obligations
Buyer will submit a Want List in electronic form acceptable to Valore and will be responsible to update such list as it desires from time to time.
Buyer commits to purchase Products from Valore which the Buyer has included in the Want List and have been matched with a Seller to create an Order.
Buyer shall pay the Price to Valore as listed in the Want List (or a lesser price if Products are available at a lower price) for all Orders shipped and received at its Facility less any Refunds.
Buyer shall inform Valore of (a) the frequency of shipments to Buyer of Products and (b) the necessary shipping information for Shipment of Products to Buyer Facility via Buyer shipper at Buyer cost.
Buyer shall pay for shipping of (a) all Orders to its Facility and for (b) all Unacceptable Products and returns, as described in Section 4.3 below, to the Return Location.
Buyer reserves the right to pause Buyer transactions at Buyer’s sole determination. Orders established prior to pausing a Buyer’s account, are still the responsibility of the Buyer, should those Products be accepted in accordance with these Program Terms.
3. Valore Obligations
Valore shall use its commecially reasonable efforts to maintain the Services for Buyers. However, Valore shall have the right at any time and for any reason in its sole discretion to reject, refuse or cancel any Order, whether or not the Order has been previously confirmed. Valore may also terminate Buyer’s right to receive the Services and to participate in the Source Program at any time and for any reason in its sole discretion.
Valore, or its designated agent(s) shall, from time to time, purchase Products from Sellers or other third parties directly, and re-sell Products to Buyer pursuant to Buyer’s Want List, creating Buyer Orders. Valore will have all title, right or interests in the Products prior to selling them to Buyer.
Valore’s LC shall receive shipments of Products and process according to specifications of the Services and reasonably established under industry standards. Products deemed to be Unacceptable will be removed from Buyer Orders and Buyer shall have no further obligation.
Valore, through the Services, shall provide regular status notifications to the Buyer regarding the status of the Orders that Valore has secured for the Buyer.
Valore reserves the right to pause Buyer transactions at Valore’s sole determination. Orders established prior to pausing a Buyer’s account are still the responsibility of the Buyer, should those Products be accepted in accordance with these Program Terms.
4. Payment Terms
Buyer shall pay Valore no later than thirty (30) days following the statement date of an Invoice, which shall be generated after an Order is included in a Shipment. Payment must be made in U.S. dollars via ACH transfer in immediately available funds to the bank instructions provided by Valore, via check or other mutually agreed upon method.
Valore reserves the right to pause Buyer transactions if balances are unpaid to Valore’s sole determination.
Returns. Buyer has the right to return up to twenty percent (20%) of the value of Products acquired through the Services up to sixty (60) days after receipt of delivery. Returns may include Products deemed to be Unacceptable Products by the Buyer or Acceptable Products but no longer desired by Buyer, provided the sum of the price for the returned Acceptable Products and Unacceptable Products does not exceed twenty percent (20%) of the total amount of the applicable Invoice. Buyer is responsible for shipping costs of returned Products. Valore is not responsible for any Products lost in transit or that are not otherwise received by Valore at the Return Location.
Refunds. Any credit accrued to Buyer for returned Products shall be held on account and applied towards the next Buyer Order placed with Valore. Refunds will be credited upon verified receipt of Products returned to Valore’s Return Location by Buyer.
- 5. Risk of Loss. All items purchased from Valore are shipped via the Buyer’s carrier contract. This means that the risk of loss and title for such items pass to Buyer upon Valore’s delivery to the carrier.
General. Each party warrants to the other party that it has sufficient right and authority to enter into these Program Terms, and to grant the rights and assume all their respective rights and obligations set forth herein.
DISCLAIMER OF WARRANTIES. EXCEPT AS EXPRESSLY PROVIDED IN THESE PROGRAM TERMS, NEITHER PARTY MAKES, AND EACH PARTY HEREBY WAIVES AND DISCLAIMS, ANY REPRESENTATIONS OR WARRANTIES REGARDING THESE PROGRAM TERMS, THE SERVICES, THE PRODUCTS AND THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OR IMPLIED WARRANTIES ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, VALORE DISCLAIMS ANY REPRESENTATION OR WARRANTY REGARDING (A) THE OPERATION OF THE SITE AND SERVICES; AND (B) THE PRODUCTS.
PRODUCT CONDITION, ETC. ALL PRODUCTS ACQUIRED OR TRANSFERRED AS A RESULT OF THE SERVICES ARE ACQUIRED OR TRANSFERRED ON AN “AS IS,” “AS AVAILABLE” AND “WITH ALL FAULTS” BASIS
7. Limitation of Liability/Force Majeure.
Neither party shall be liable to the other for special, indirect, incidental, consequential, punitive, exemplary or other similar damages, including, without limitation, loss revenue or profits, in any way arising out of or related to these Program Terms, the Services, the Products or the transactions contemplated herein even if it has been advised of the possibility of such damages. Valore’s total liability to the Buyer for any and all claims and damages arising out of these Program Terms, the Services, the Products and the transactions contemplated herein shall not exceed the payments owed or paid by Buyer to Valore in the immediately preceding three (3) month period giving rise to the claim. Valore’s pricing reflects this allocation of risk and the limitation of liability specified herein.
Neither party shall be responsible for any failure to perform its obligations under these Program Terms (other than obligations to pay money) caused by an event beyond its reasonable control, including but not limited to, wars, riots, labor strikes, natural disasters, the infrastructure of the Internet, or any law, regulation, ordinance or other act or order of any court, government or governmental agency
8. General Provisions
Entire Agreement. These Program Terms and the Use Conditions and Guidelines are the entire agreement between Valore and Buyer with respect to the subject matetr herein and supersede all proposals, understandings, representations, warranties, covenants, and any other communications (whether written or oral) between the parties relating thereto and is binding upon the parties and their permitted successors and assigns. Any inconsistent or conflicting terms and conditions contained in any purchase order issued by Buyer shall be of no force or effect, even if the order is accepted by Valore. These Program Terms shall be construed and interpreted fairly, in accordance with the plain meaning of its terms, and there shall be no presumption or inference against Valore in construing or interpreting the provisions hereof.
Changes to our Service; Changes to the Program Terms. Valore is constantly changing and improving its Services. Valore may add or remove functionalities or features of the Services at any time, and Valore may suspend or stop all or a portion of the Services at any time. Valore may also modify these Program Terms and/or the Use Conditions and Guidelines at any time. Valore will post any modifications to the Program Terms and the Use Conditions and Guidelines on this webpage. Changes will not apply retroactively and generally will become effective 14 days after they are posted. However, changes addressing new functions for the Services or changes made for legal reasons will be effective immediately. If Buyer does not agree to any of the modified terms, Buyer’s sole remedy shall be to cease participating in the Source Program.
Relationship of the Parties. Valore and Buyer are independent contractors, and nothing in these Program Terms shall be construed as making them partners or creating the relationships of employer and employee, master and servant, or principal and agent between them, for any purpose whatsoever. Neither party shall make any contracts, warranties or representations or assume or create any obligations, express or implied, in the other party’s name or on its behalf.
Notices. Any notice, approval, request, authorization, direction or other communication under these Program Terms shall be given in writing and shall be deemed to have been delivered and given for all purposes (i) on the delivery date if delivered personally to the party to whom the same is directed; (ii) one (1) business day after deposit with a nationally recognized overnight carrier, with written verification of receipt, or (iii) five (5) business days after the mailing date whether or not actually received, if sent by U.S. certified mail, return receipt requested, postage and charges pre-paid or any other means of rapid mail delivery for which a receipt is available, to the address of the party set forth at the end of these Program Terms. Either party may change its address by giving written notice of such change to the other party.
No Third Party Beneficiaries. Nothing contained in these Program Terms are intended or shall be construed to confer upon any person any rights, benefits or remedies of any kind or character whatsoever, or to create any obligation of a party to any such person.
Waiver and Severability. Performance of any obligation required by a party hereunder may be waived only by a written waiver signed by an authorized representative of the other party, which waiver shall be effective only with respect to the specific obligation described therein. The failure of either party to exercise any of its rights under these Program Terms will not be deemed a waiver or forfeiture of such rights. The invalidity or unenforceability of one or more provisions of these Program Terms will not affect the validity or enforceability of any of the other provisions hereof, and these Program Terms will be construed in all respects as if such invalid or unenforceable provision(s) were omitted.
Governing Law. These Program Terms shall be governed by and construed in accordance with the laws of the state in which the Buyer’s primary office is located provided such office is in the United States. If Buyer does not have a primary office in the United States then the Program Terms shall be governed by and construed in accordance with the laws of the State of Delaware, USA, without regard to its conflict of law provisions.
To contact Valore regarding your participation in the Source Program, please contact:
268 Summer Street
Boston, MA 02210