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.
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
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.
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.
You may not transfer or sell your account to another party.
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.
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
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 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.
Transaction fees or DMS data feed costs paid or payable to NADPE are not refundable, including transaction not completed between Members.
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.
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.
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.
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.
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 email@example.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.
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.
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.
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.
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.
CHANGES AND TERMINATION
Last updated March, 2019