TERMS AND CONDITIONS

Everything You Need to Know About Using NADPE

 

THE FINE PRINT

PRICING OF PARTS

For trades, parts are priced at the manufacturer´s dealer price (dealer cost) plus core, if any.

FREIGHT

You’re required to ship your parts pre-paid with the courier/freight vendor of your choice. The other dealer who is your trading partner will ship his parts to you
freight pre-paid.

SHIPPING POLICY

Just as you are anxious to get the parts you need, your transaction partner is also waiting for his parts. So our policy is that parts are shipped within two business day, unless the number of parts prevents it, in which case the parts should ship within five business days on exceptionally large orders.

PAYMENTS & INVOICING

Payments in a trade are arranged between the parties. It is up to the individual dealership to set its own credit policy. Invoices are the responsibility of the billing party. Typically, dealers will have or setup charge accounts with each other, or may elect to use credit cards to purchase the parts from each other from via an invoice. Much like how transactions between two local dealers are handled already – trades between two dealers are no different; except the parts are invoiced to the other dealer at dealer cost.

RETURNS

While returns are not allowed through the NADPE, the parties to a transaction may arrange this between them if they wish. However, the NADPE transaction fee will not be refunded if parts are returned.

ACCOUNT INFORMATION

In order for your dealership or corporation to become a Member of the Service, you agree that you have the ability to bind the dealership and/or corporation to these Terms of Use. You also agree to provide current, complete and accurate information and to promptly update all account information to keep your account current, complete and accurate. You may change or update the dealership, corporate, or personnel information by clicking on “Manage Account” after you log in to your account. You must notify us of any change in information of the credit card that we have on file, such as changes to the billing address, credit card number and expiration date or if your credit card is cancelled.

ACCOUNT TRANSFER

You may not transfer or sell your account to another party.

ACCOUNT TERMINATION

NADPE may terminate, suspend, or otherwise restrict or prohibit access to our Services, remove hosted content such as your account and listings, and take technical and legal steps to prohibit you from using our Services for any reason.

ELIGIBLE PARTS

To be eligible to trade on NADPE, all parts have to be NEW, undamaged and in their original, undamaged packages with the part number and UPC codes clearly visible and legible. All parts listed must be eligible to be sold in the jurisdiction in which you list the item, and cannot be otherwise restricted or prohibited from being sold, such as parts that are subject to a recall. You may not list any item on NADPE that could cause you or NADPE to violate any applicable law or statute, or otherwise violate this Terms of Use.

CURRENCY

Parts are automatically listed in the currency of your home country. Transaction fees will be charged in the currency of your country as well. DMS data feed costs are in US Dollars, unless otherwise noted.  See DMS Data Feed Costs section for more information.

ORDER VERIFICATION & ACCEPTANCE

When you receive an order for a trade, you must, within forty-eight (48) business hours or less, verify and approve that you have the parts in stock, otherwise the order will be canceled and passed to another dealership. This is a courtesy to your fellow dealers meant to fill orders quickly and allow us to find another source if you no longer have the parts. By verifying and approving a trade, you warrant that (a) you have the legal right to trade the listed item, (b) the listed item conforms to the specifications described in your listing, and (c) is of merchantable quality.

Dealers whose Verifications are submitted late, or cancelled, will have their account flagged, as the Terms & Conditions of our marketplace have been breached. Flagged accounts get moved to the bottom of the matching process, and matched last within the system – meaning less frequent transactions, and trade sizes. Dealers on their second late or cancelled verification, will have their account automatically suspended indefinitely, the next business day. Management of all levels will be notified automatically by our system of account status updates, or changes.

Re-entry back onto the program is only possible with a material change within parts department’s operation. Otherwise, re-entry isn’t permitted when a dealer account is suspended

TRADING

When you accept a trade, you are agreeing to a trade with the other party, and not with NADPE. When you accept the trade, NADPE will send you the contact information of your trading partner. Payments and shipping details in a trade transaction are arranged between the parties and are not a part of NADPE’s Services. It is up to the individual dealership to set its own credit policy. Invoices are the responsibility of the billing party.

IMBALANCE IN TRADES

While NADPE attempts to create balanced trades, it is nearly impossible to get exactly equal values on the two sides. A variance determined by NADPE, currently at +/- 5%, is permitted and paid by the party with the lower value to the party with the higher value to help to create an even exchange.

TRANSACTION FEES

Transaction fees are based on the value of a transaction. Each party to a trade pays a fee that is a percentage of the value. For trades, each side must pay to NADPE it’s then current transaction fee of the value of parts you are trading away. See our posted transaction fee, which governs. The transaction fee as of the date of this policy is 5.99%. Transaction fees are subject to applicable taxes. NADPE reserves the right to change the transaction fees charged for a trade. Changes to the transaction fees are effective after NADPE provides you with advance notice by posting the changes on the Website 30 days in advance.

REFUNDS

Transaction fees or DMS data feed costs paid or payable to NADPE are not refundable, including transaction not completed between Members.

PAYMENT METHOD

We invoice the dealership only when a transaction is agreed to.   DMS data feed costs and Transactions fees are automatically processed within 24 hours on the dealership’s assigned credit card. Dealerships must register a credit card with NADPE at sign up. NADPE charges the dealership in their home country’s currency, unless otherwise noted within this agreement.

DMS DATA FEED COSTS

Depending on which DMS a dealer has, some dealers need to cover the cost of the DMS parts inventory data feed.  DMS data costs are in US Dollars unless otherwise noted within this agreement.  See DMS data costs chart on the Pricing page for more information.

DATA COST RENEWALS

DMS data feed costs will automatically renew at the start of each calendar month, unless you cancel two days prior to the renewal date.  You can cancel anytime by emailing or calling your Account Manager.  Dealers who onboard during the middle of a calendar month are billed the monthly amount just after onboarding and their data feed is live.

TAXES

You are responsible for determining whether applicable taxes apply to a transaction and to collect, report, and remit the correct tax to the appropriate tax authority. Applicable taxes may include state/provincial goods and services, taxes, import and export taxes and duties collected, etc.

FEE AVOIDANCE AND COMPETITION

You agree that you will not conduct independent matches and trades with dealerships and corporations whose contact information was obtained through the Website or Services, or take any action to circumvent the payment of any transaction fees to NADPE or otherwise avoid fees. You agree not to start a similar business as or otherwise compete with NADPE’s Services.

DISPUTES

You are free to reject any transaction or trade, so if you are not happy with the terms of a particular transaction. In the event of a dispute between Members, NADPE encourages the Members to resolve the dispute. Disputes regarding a transaction will be resolved between the transacting parties. You agree to release and indemnify NADPE, its affiliates, and their respective officers, directors, agents, and employees, of and for any claims, demands, and damages arising out of or in any way connected with disputes with one or more users, or an outside party, arising from or relating to the use of our Website or Services. NADPE will not be compelled as a witness in any disputes and you will charged for the production of records or any information by NADPE in the event of a dispute.

ACCOUNT CLOSURE

To close your dealership or corporate account, send an email to info@NADPE.com to provide notice. Accounts will be closed following 3 days’ notice, and will only be closed when all transaction fees that are due or payable have been completely paid. Following your account closure, you will still be bound by all provisions of these Terms of Use except for these ‘Commercial Terms of Service’.

TERMS OF USE

READ THE FOLLOWING TERMS OF USE CAREFULLY.

The following terms of use (“Terms of Use”) govern your use of www.nadpe.com and the Desktop Widget/Software available for download thereon (the “Website”) and the Services (defined below).

BY ACCESSING OR USING THIS WEBSITE OR THE SERVICES, YOU ARE ENTERING INTO A BINDING AGREEMENT WITH NORTH AMERICAN DEALER PARTS EXCHANGE INC. THESE TERMS OF USE, INCLUDING INFORMATION REGARDING TRANSACTION FEES, MAY CHANGE. PLEASE REVIEW THESE TERMS OF USE BEFORE COMPLETING A TRANSACTION.

ABOUT OUR MARKETPLACE

North American Dealer Parts Exchange Inc. (“NADPE” “we”, “us”, “our”) provides a parts trading marketplace (“Services”). NADPE’s Services are available only to automotive dealerships and their parent corporations in Canada and the United States that have been accepted by NADPE to become a Member of the marketplace (“Members”). Acceptance by NADPE to Membership on the marketplace is not an endorsement by NADPE of the dealership’s ability to trade, sell, or purchase items, or a guarantee that the dealership will actually complete a confirmed transaction, ship the items, or pay for the items.

Once accepted as a Member, a dealership or corporation may assign employees (“Users”) to use NADPE on the Member’s behalf and such users are also bound by these Terms of Use.

As a marketplace, NADPE does not own, sell, or trade the items listed on the Website and is not directly involved in the transactions between Members.

NADPE HAS NO CONTROL OVER AND DOES NOT GUARANTEE THE EXISTENCE, QUALITY, SAFETY, SPECIFICATIONS, OR MERCHANTABILITY OF THE ITEMS LISTED, THE TRUTH OR ACCURACY OF THE LISTING, THE ABILITY OF THE MEMBER TO TRADE OR SELL THE ITEM LISTED FOR TRADE, OR THE ABILITY OF THE MEMBER TO PURCHASE THE ITEM. ANY TRADE AGREEMENT OR CONTRACT OF SALE IS DIRECTLY BETWEEN THE MEMBERS. NADPE DOES NOT REPRESENT, WARRANT, OR GUARANTEE THAT A MEMBER WILL ACTUALLY COMPLETE A CONFIRMED TRANSACTION, SHIP THE ITEMS, OR PAY FOR THE ITEMS.

OWNERSHIP/RESTRICTIONS ON USE

The Website is owned and operated by North American Dealer Parts Exchange Inc. Any and all content, data, graphics, photographs, images, audio, video, software, trademarks, service marks, trade names and other information (collectively, the “Content”) contained in this Website are proprietary to NADPE, its affiliates and/or third-party licensors. The Content is protected by Canadian and international copyright and trademark laws.

Product, brand and company names and logos used, displayed or referenced on this Website may be the trademarks or registered trademarks of their respective owners. Any use of any trademarks appearing on this Website without the express written consent of the owner of the trademark is strictly prohibited.

© North American Dealer Parts Exchange Inc. 2019. All rights reserved.

You may download, print and reproduce the Content for your own informational purposes provided you agree to maintain any and all copyright or other proprietary notices contained in such Content, and that you cite NADPE as the source of such Content. Any other use of the Content in whole or in part, including but not limited to adapting, displaying, distributing, publishing, storing in a retrieval system, transmitting, converting, copying or issuing copies, lending or reproducing the Content in any other form or by any other means whatsoever, whether electronic or otherwise, and including making the same available to or via the internet or wireless technology or authorizing any of the foregoing without the prior written consent of NADPE, is strictly prohibited. To obtain written consent for such reproduction, please contact us at info@nadpe.com.

You agree that if you upload any content to the Website you have all necessary rights, title, and interest, including copyright, over the content. By uploading the content, you agree you have the right and authority to, and are hereby deemed to grant to NADPE and its affiliates, a non-exclusive, royalty-free, worldwide, unrestricted, irrevocable and unlimited right and permission, but not the obligation, to utilize, distribute, publish, exhibit, digitize, broadcast, display, reproduce, prepare derivative works of, and otherwise exploit such uploaded content in any and all manner and media throughout the world and in perpetuity for the purpose for which the content was uploaded other uses deemed by NADPE or its affiliates in their sole discretion to be reasonable and prudent uses for the purpose of furthering its valid business objectives. You understand that any such content may be edited in the sole discretion of NADPE.

You agree that you will not (i) interfere or attempt to interfere with the proper working of the Website or any activities conducted on the Website; (ii) take any action that imposes or may impose, as determined by NADPE in its sole discretion, an unreasonable or disproportionately large load on NADPE’s infrastructure or that of any of its third party providers; (iii) bypass any measures NADPE may use to prevent or restrict access to the Website or other accounts, computer systems or networks connected to the Website; (iv) copy, modify, create a derivative work of, reverse engineer, decompile, or otherwise attempt to extract the source code of any proprietary software used to provide, maintain, or otherwise applicable to the Website; (v) use any robots, spiders, or similar data mining, data gathering or extraction tools or other automatic device, program, algorithm or methodology, or any comparable manual process, to access, acquire, copy, or monitor any portion of the Website, including for the purpose of collecting data from the Website to create or compile, directly or indirectly, in whole or in part, a collection, compilation, database or directory without the express permission of NADPE; (vi) use the Website in connection with, any illegal purpose, to solicit, facilitate, encourage, condone, or induce any illegal activity, or as otherwise prohibited by these Terms of Use or applicable laws, rules or regulations; or (vii) track or seek to trace, harvest or compile any information on any other person who visits the Website.

DESKTOP WIDGET/SOFTWARE

The Website offers for download a Desktop Widget/Software application that displays, receives, collects, and sends information related to your account. It provides a single-point-of-contact with NADPE, and NADPE’s marketplace as well as direct access to your NADPE dashboard.

NADPE grants you a royalty-free, non-exclusive, non-transferable, non-sublicensable, limited license to install and use copies of our Desktop Widget/Software on one or more computers that are owned and/or operated by your dealership or company, solely to be used in connection with the Services. The software is protected by copyright and other intellectual property laws and treaties, and is owned by us or our service providers. All right, title, and interest in and to the Desktop Widget/Software, including all intellectual property rights therein, shall remain the exclusive property of NADPE and/or its Licensors, or Service Providers. You agree that you will not copy, attempt to reverse engineer, modify, translate or disassemble the Desktop Widget/Software in whole or in part. You may make one copy of the Desktop Widget in machine-readable form for backup purposes only for each computer on which it is running; provided that the backup copy must include all copyright or other proprietary notices contained on the original. You agree that in obtaining, installing, running, or otherwise making use of the Desktop Widget/Software, you will abide by all applicable laws, including without limitation intellectual property laws and export control laws. You acknowledge and agree that the Desktop Widget/Software is licensed, not sold.

We may automatically check your version of the Desktop Widget and update it to improve its performance and capabilities at any time.

LINKING

The Website might offer you links to other sites on the Internet that are owned and operated by third parties and therefore not affiliated with us. Please understand that such linked websites are independent from NADPE, and NADPE has no control over the content of such websites. Consequently, NADPE cannot be held liable and makes no warranty or representation whatsoever as to the accuracy, timeliness and/or completeness of the information contained on such websites. Such websites may be governed by terms and conditions different from those applicable to our Services, and we encourage you to review the terms and privacy policies of those third parties before using their websites.

The links which we might place on our Website do not imply that we sponsor, endorse or are affiliated or associated with, or have been legally authorized to use any trade-mark, trade name, service mark, design, logo, symbol or other copyrighted materials displayed on or accessible through such sites.

NO AGENCY

NADPE provides a dealer marketplace platform only. No agency, partnership, joint venture, employee/employer or franchisor-franchisee relationship is intended or created by your use of NADPE’s Services.

DISCLAIMER

YOUR USE OF THE WEBSITE AND THE SERVICES IS ENTIRELY AT YOUR OWN RISK. NADPE DOES NOT CONTROL THE CONTENT OF LISTINGS BY ITS MEMBERS. THIS WEBSITE, INCLUDING THE CONTENT AND SERVICES PROVIDED HEREIN, IS BEING PROVIDED ON AN “AS IS” BASIS AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NADPE AND ITS AFFILIATES, DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY REGARDING THE WEBSITE, THE SERVICES, THE ELIGIBLE PARTS LISTED BY OR DELIVERED BY A MEMBER, AND RELATED MATERIALS, INCLUDING ANY WARRANTY OR CONDITION OF FITNESS FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY AND NON-INTERFERENCE OR NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS OR EQUIVALENTS UNDER THE LAWS OF ANY JURISDICTION. NADPE AND ITS AFFILIATES DO NOT WARRANT THE ACCURACY, RELIABILITY, COMPLETENESS, USEFULNESS OR QUALITY OF THE WEBSITE, THE SERVICES, OR THE LISTINGS OF ANY MEMBERS, INCLUDING CONTENT POSTED ON OR LINKED FROM THE WEBSITE OR THE SERVICES. NADPE AND ITS AFFILIATES DO NOT WARRANT THAT THE SERVICES ARE SECURE, FREE FROM BUGS, VIRUSES, INTERRUPTION, ERRORS, THEFT OR DESTRUCTION OR THAT THE WEBSITE AND SERVICES WILL MEET YOUR REQUIREMENTS. YOU ASSUME ALL RISKS ASSOCIATED WITH USING OR RELYING ON THE WEBSITE AND SERVICES, INCLUDING ANY LISTINGS BY MEMBERS.

THE APPLICATION OF ANY UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS AND ANY ENABLING LEGISLATION IS HEREBY DISCLAIMED.

LIMITATION OF LIABILITY

TO THE EXTENT ALLOWABLE UNDER APPLICABLE LAW, THE ENTIRE CUMULATIVE LIABILITY OF NADPE AND ITS AFFILIATES, AND YOUR EXCLUSIVE REMEDY FOR ALL MATTERS OR CLAIMS ARISING FROM OR RELATING TO THE WEBSITE AND THE SERVICES SHALL BE LIMITED TO THE AMOUNT PAID BY AND/OR DUE FROM YOU, IF APPLICABLE, FOR THE SERVICES IN THE PRECEDING SIX MONTHS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NADPE AND ITS AFFILIATES SHALL NOT BE LIABLE FOR ANY (A) DIRECT, INDIRECT, SPECIAL, INCIDENTAL PUNITIVE, CONSEQUENTIAL, DAMAGES ON ACCOUNT OF LOSS OF PROFITS, OR OTHER DAMAGES ARISING OUT OF OR RELATING TO A COMPLETED OR NON-COMPLETED TRANSACTION BETWEEN MEMBERS OR ANY MISREPRESENTATION BY A MEMBER, INCLUDING WITH RESPECT TO THE SPECIFICATIONS AND MERCHANTABILITY OF ANY PARTS LISTED ON THE WEBSITE OR THE SUBJECT OF ANY TRANSACTION WITH A MEMBER; (B) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR DAMAGES ON
ACCOUNT OF LOSS OF PROFITS ARISING OUT OF OR RELATING TO THE USE OF THE WEBSITE OR SERVICES; (C) DAMAGES
RELATING TO TELECOMMUNICATION FAILURES, INTERNET AND ELECTRONIC COMMUNICATIONS DELAYS OR LIMITATIONS, LOSS, CORRUPTION, SECURITY OR THEFT OF DATA, VIRUSES, SPYWARE, LOSS OF REVENUE OR PROFITS; ARISING OUT OF OR CONNECTED IN ANY WAY WITH THE WEBSITE OR SERVICES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY IRRESPECTIVE OF WHETHER THE ALLEGED LIABILITY IS BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF NADPE OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

INDEMNITY

You agree to indemnify and hold harmless NADPE, its affiliates, officers, employees, agents, licensors, and Service Providers from and against any and all losses, expenses, damages, claims, fines, penalties, costs and liabilities (including all legal and accounting fees), arising from or relating to (a) your use of the Website and Services, (b) any representation or misrepresentation by you in any content that you (or anyone acting under your password or user name) submit, post, transmit or make available on the Website or through the Services, including with respect to the specifications or merchantability of the parts listed on the Website or subject to a transaction with another Member, (c) your completion or failure to complete a transaction with another Member, and (d) any violation by you of these Terms of Use.

CHANGES AND TERMINATION

NADPE reserves the right at any time and from time to time to modify or discontinue, terminate, suspend, restrict, or prohibit, temporarily or permanently, the Website and Services, or your Account (or any part thereof) with or without notice. NADPE reserves the right to change these Terms of Use at any time and to notify you by posting an updated version of the Terms of Use on this Website. You are responsible for regularly reviewing the Terms of Use, including, without limitation, by checking the date of “Last Update” at the bottom of this document. Continued use of the Website after any such changes shall constitute your consent to be bound by such changes, with continued provision of the use of the Website constituting consideration from NADPE to you for so being bound.

APPLICABLE LAWS

All disputes raised against NADPE arising out of or in connection with this agreement, or in respect of any legal relationship associated with or derived from this agreement, shall be finally resolved by arbitration pursuant to the National Arbitration Rules of the ADR Institute of Canada, Inc. The place of arbitration shall be the City of Calgary, in the Province of Alberta, Canada. The language of the arbitration shall be English. Nothing herein shall preclude NADPE from seeking injunctive relief, mandatory orders, or specific performance or other relief in any competent jurisdiction. If any provision of the present Terms of Use shall be unlawful, void, or for any reason unenforceable, then such provision shall be severable from these Terms of Use and shall not affect the validity and enforceability of any remaining provisions.

These Terms of Use and any and all other legal notices or statements posted on the Website constitute the entire agreement between you and NADPE with respect to the use of the Website and Services, including the Content.

NOTICE

Notices to you may be made via email or regular mail, or in cases of changes to these Terms of Use or to the services offered by the Website, by posting notices or links to such notices on the Website itself.
Notices to NADPE are to be made in writing to 15th Floor, Bankers Court, 850 – 2nd Street SW Calgary, AB, T2P 0R8, Canada.
If you have any questions or comments regarding these Terms of Use please contact us at info@NADPE.com.

LANGUAGE

It is the express wish of the parties that these Terms of Use be drafted in English. Les Parties aux présentes ont expressément demandé que ces modalites d’utilisation du Site Web soient rédigés en anglais.

Last updated March, 2019