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Lifeworld International Terms & Conditions—
Compliance with Applicable Law
Each Buyer/Requester and each Seller/Bidder agrees and promises to comply with all applicable laws and regulations (“Laws”). Any violation of the Laws will result in termination of this Agreement and membership.
When participating in a Reverse Online Auction requested by a foreign Buyer doing business outside the United States of America, or by a foreign government through its authorized official, the Seller/Bidder with the place of business within the Unites States of America and whose bid was accepted hereby certifies that any sale and export to said Buyer resulting from said Reverse Online Auction conducted by Lifeworld International will not violate any laws of the United States of America, including but not limited to laws governing Export Control or Technology Transfer. Lifeworld International retains the right to verify and the Seller/Bidder agrees to provide all information requested by government agencies of the exporting or importing country in order to complete the intended sale and delivery of equipment, products or science and technologies.
When participating in Reverse Online Auctions requested by a Buyer doing business and or having a place of business in the United States of America, the foreign seller, having no place of business within the United States of America and whose bid had been accepted hereby certifies that any sale and export to said Buyer resulting from said Reverse Online Auction and conducted by Lifeworld International will not violate any United States Law governing the Import of Goods and Services or Technology Transfer. Lifeworld International retains the right to verify and Seller/Bidder or Buyer agrees to provide all information requested by government agencies of the exporting or importing country in order to complete the intended sale and delivery of equipment, products or science and technologies.
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Privacy Policy
It is the policy of Lifeworld International to apply due diligence in protecting all Buyer and Seller information identified as confidential, which Lifeworld International receives and maintains in the orderly conduct of its business. Lifeworld International believes that the confidentiality of all data by which the participants, the nature of transactions and specific content thereof can or may be identified, is of the utmost importance. In the event that Lifeworld International reasonably and in good faith believes to be obligated by law or regulation to share information for legitimate business purposes, or to enforce this Agreement, or to protect the legitimate interests of Lifeworld International and/or others, Lifeworld International will notify the Buyer/Requester or Seller/Bidder accordingly before divulging the requested information. All personal information which Lifeworld International maintains on file will be disclosed only with the owner's prior consent. Lifeworld International will apply best efforts and apply state of the art data protection commercially reasonably available to preclude any unauthorized disclosure of information about Buyer/Requesters or Seller/Bidders, requests and bids, and any other information identifying Buyer/Requesters or Seller/Bidders or any previous transaction in part or in its entirety.
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Default
Lifeworld International shall not be responsible for any deficiency of full and complete or non-performance on the contract of sale, transfer of title or technology or intellectual rights, or pertaining to obtaining all export and import permits, shipping, any other obligations agreed to by Buyer and Seller such as, but not limited to, contractual penalties, and acceptance of the goods which at all times shall remain the sole responsibility of Buyer and Seller.
In the event that the Seller to a contract of sale resulting from its own bid submitted to the request through the Reverse Online Auction process defaults or withdraws the bid after it has been forwarded to, ranked and accepted by the Buyer/Requester, Lifeworld International will issue a warning to the Seller and request to take corrective or mitigating action as agreed to by the Buyer. In the event that the Seller fails to do so within an agreed upon time period, or defaults again, Lifeworld International will terminate its membership and exclude the Seller from future bidding or requesting of a Reverse Online Auction. The same system will be applied to any default in paying Lifeworld International the share of the brokerage fee referred to above.
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Disclaimer
Lifeworld International will not become a party to any sale of goods and services or transfer of any science or technology or any other contractual relationship between Buyer and Seller generated by their participation in any Reverse Online Auction conducted by Lifeworld International. Therefore, Lifeworld International will not be responsible for any and all warranties made by Seller to Buyer in particular with regard to quality of products, safety, and legality of the science and technology transfers involved.
Lifeworld International will not knowingly forward bids for the sale of any overtly or known dysfunctional or damaged equipment or products, or science and technologies by known incompetent providers. Therefore, all services of Lifeworld International in connection with conducting and processing of Reverse Online Auctions are provided without warranties of any kind, either expressed or implied, including but not limited to, implied warranties of merchantability, suitability for the particular purpose, subject matter competence, soundness of science, or non-infringement on intellectual and other property rights of any kind.
Lifeworld International does not endorse any Bidder or Requester. Lifeworld International does not guarantee, control, represent or warrant any information on products or science of and technology for the indicated purpose, when accessed through its web site in any way. Lifeworld International will not become a party to any transaction and/or sale resulting from requests for a Reverse Online Auction, submission of bids, forwarding such bids, ranking and final acceptance, and negotiation and performance of a contract of sale which resulted from conducting the Reverse Online Auction. Thus, Lifeworld International provides its services in connection with conducting and processing Reverse Online Auctions for the convenience of Buyer/Requesters and Seller/Bidders. These services in no way constitute an endorsement or guaranty of the performance of any third party service provider.
Buyer and Seller hereby agree to indemnify and hold Lifeworld International harmless from any and all claims, actions, losses, damages, liabilities, costs and expenses resulting from, arising in connection with or based upon the actual condition or quality of any product, equipment or science and technology, or any promise, representations, or warranty of Seller given with respect to the product, equipment, or science and technology. Lifeworld International shall not be liable to any visitor to its web site or any other party for any actual or assumed or potential incidental or consequential damages of any kind, those resulting from loss of use, data, sales, goodwill or profits, regardless whether or not Lifeworld International has been so advised, or under any legal or equitable theory of liability, in tort, contract or otherwise, arising out of or in connection with maintaining and operating this web site or for processing any Reverse Online Auction.
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Technology and Operation of Online Systems
Lifeworld International will take all necessary actions which are reasonably available for maintaining the online systems' functionality. Lifeworld International will not be responsible for any technical interruptions, in particular, but not limited to those which may affect the receipt, processing and acceptance of bids or any other aspects of conducting the Reverse Online Auction.
Buyer and/or Seller promises not to do anything that would compromise the integrity of this web site or any services performed thereon in any way, and not to do or to attempt to do anything that would interrupt the technical operation of the online systems through the use of any software, device, or routing. Buyer and/or Seller further promises not to use or attempt to use this web site and the technical systems contained therein to violate the laws of the United States of America, or to encourage or advocate any such criminal conduct.
If in its sole discretion Lifeworld International believes that a Seller and/or Buyer is using or is about to use the systems for any conduct or transaction violating any applicable law, Lifeworld International reserves the right to and will take any action deemed appropriate to prevent such Buyer and/or Seller from using the system. Should such violation still occur, Lifeworld International will take prompt and appropriate action, including but not limited to removing any offending content from this web site, and immediately terminating this Agreement with the offending party. Lifeworld International will hold any offender liable for any losses and damages it incurs resulting from such violating use.
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Warranty and Functionality
Lifeworld International is not responsible for errors or technical difficulties with the functionality of its web site or the electronic mail transmissions. Buyers and/or Sellers are solely responsible for the accuracy of information in the requests or bids. Lifeworld International accepts no responsibility for errors in specifications, pictures, typographical or photographic errors, or functioning of any software or hardware used in conducting the Reverse Online Auction.
Lifeworld International does not generate, control, endorse, guarantee, represent or warrant any information, equipment, product or science transfer made subject in a bid. All information, equipment, products and science bid on are offered by Sellers as third parties not affiliated with, or under the control of Lifeworld International. Lifeworld International will not be responsible for protecting the content of any bid in any way, or to any other degree, or by any other means than described above.
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Indemnity
Buyers and/or Sellers shall indemnify, defend, and hold harmless Lifeworld International and its respective successors and assigns and the directors, officers, employees, and agents of each from and against any and all claims, demands, actions, or causes of action, assessments, losses, damages, liabilities, costs, and expenses, including reasonable attorney's fees and expenses for additional services available through The McClure Group, Transatlantic Legal and Management Services, asserted against, resulting to, imposed upon, or incurred by Lifeworld International directly or indirectly, by reason of, resulting from, or arising in connection with any legal actions, existing or contingent, asserted by Buyer or Seller, or any additional third party which arise out of:
(a) breach of any of the warranties or representations of Buyer or Seller to each other or to Lifeworld International set forth in this Agreement or in any instrument or document delivered before, during, or after and as a result of any Reverse Online Auction;
(b) any claim or litigation between Buyer and Seller, and/or any third party, or any government agency, related to the sale, transfer, or use of the purchased science, product, or operation of the equipment at any time; or
(c) any other failure by Buyer or Seller to comply with any covenant set forth in this Agreement.
In the event any such claim covered by this Section is asserted, or demand is made, Lifeworld International shall notify the respective Buyer or Seller promptly in writing. Lifeworld International reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by either, Seller or Buyer who in no event settle or otherwise dispose of any matter without the prior written consent of Lifeworld International and Lifeworld International shall extend reasonable cooperation to each in connection with such defense. Such indemnification shall inure to the parties' respective successors and assigns. Buyer and Seller agree to defend, indemnify and hold harmless Lifeworld International from and against any damage, liability, loss, cost or expense (including reasonable attorneys' fees) which Lifeworld International may suffer or incur, occasioned or caused by, resulting from this indemnity.
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Termination of Service
The acceptance of the Terms & Conditions creates a binding Agreement between a Seller or Buyer and Lifeworld International. As such, it is made an integral part of the membership of any Seller, and must be affirmed to complete the registration process. Equally, each Buyer must affirm to be bound by these Terms & Conditions in order to request a Reverse Online Auction. If a Buyer or a Seller becomes dissatisfied with the service, its only recourse is to immediately discontinue using the services provided by Lifeworld International and to notify Lifeworld International of its decision to terminate the Agreement. Lifeworld International reserves the right, at any time, in its sole and absolute discretion to terminate a membership and the services provided by Lifeworld International as described above or to cease conducting future Reverse Online Auctions.
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Survival
If this Agreement is terminated, all rights and obligations of each party to this Agreement shall continue until the ongoing Reverse Online Auction in which the terminated Buyer or Seller has commenced to participate is completed.
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Agency
Upon request, Lifeworld International will make additional services available, through The McClure Law Firm, LLC, component of The McClure Group, as counselors and advisors to a party to any contract of sale resulting from submitting and accepting a bid during the Reverse Online Auction. Bidder and Requestor will remain the exclusive parties as Buyer and Seller to said contract. The relationship of Lifeworld International to Buyer and/or Seller under this Agreement is, and shall at all times remain that of an independent broker. In no instance and under no circumstances shall Buyer or Seller create the appearance of any agency by Lifeworld International, be it to each other or to additional third parties.
Severability
In the event that one or more provisions of this Agreement are or become invalid, illegal or unenforceable, the remaining terms shall remain unaffected and this Agreement shall remain in effect and will be administered and enforced without regard to the invalid or unenforceable terms.
All paragraph headings or captions appearing in this Agreement are for convenience only, and are not part of or interpret this Agreement.
All covenants, agreements, warranties, and provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, personal representatives, successors and permitted assigns.
These policies are subject to modification, within the sole and absolute discretion of Lifeworld International, without prior notice. All activities by and with Lifeworld International are governed by the Terms and Conditions in effect.
Taxes
Buyers or Sellers bear the sole responsibility for all local, state, federal or foreign taxes, licenses, fees, export/import fees and any other similar financial obligations or incidental costs
Disputes
Lifeworld International will not act as a mediator in any dispute between a Buyer and a Seller and/or any additional third party, and will not be responsible for complete disclosure by Seller of all information deemed pertinent by Buyers. It is the Buyer's responsibility during the Reverse Online Auction or ensuing sale to take advantage of requiring additional information or inspection after ranking the bids forwarded to the Buyer, and to exercise due diligence prior to accepting a bid, and Lifeworld International will contact Seller with those requests.
This Agreement shall be governed by the laws of the District of Columbia. Any dispute between a Seller or a Buyer and Lifeworld International arising under the terms of this Agreement, including the issue of attorney's fees, shall be resolved exclusively through binding arbitration. Said arbitration shall be conducted pursuant to the Rules of the American Arbitration Association. Any dispute between Lifeworld International and a foreign Buyer or Seller not residing or having its place of business within the territory of the United States shall be by International Arbitration.
In the event that either party waives a breach of this Agreement, such waiver shall not constitute a continuing waiver of similar or other breaches of any terms contained in this Agreement. Lifeworld International may give written notice to the breaching party and request future compliance with the waived terms and conditions therein, and the breaching party shall thereafter comply as directed from such time forward. Non-compliance with such direction may give rise to termination under the terms of this Agreement. All remedies, rights, undertakings, obligations, and agreements contained herein shall be cumulative and not mutually exclusive.
Billing and Payment
In order to provide each Bidder a fair opportunity to have its bid selected, all bidding will be sealed. To the extent feasible, the Requester will receive the top bids generated through the requested Reverse Online Auction, however, upon request not more than the top five (5) bids, for ranking and selection. The Requester will have a determined period in which to inform Lifeworld International of its ranking/selection and its intent to commence negotiations with the prevailing Bidder(s), at which time Lifeworld International will reveal the identity of both parties to each other to enter into direct negotiations of a contract of sale.
When the Buyer notifies Lifeworld International that it has ranked the bids generated through the requested Reverse Online Auction for final selection, Lifeworld International will reveal the identity of the parties to each other. At that time, the Buyer shall transmit the expected sales price to Lifeworld International to be held in escrow until a contract has been fully negotiated and both parties have fully performed on the contract. Lifeworld International will accept the purchase price by wire transfer in US Dollars or letter of credit in US Dollars and issued and/or accepted by a US Bank. The regular Bank fee will be charged.
Lifeworld International will charge a brokerage/processing fee of 8 % of the Sales Price for each Reverse Online Auction, one half (4%) to be paid by the Bidder/Seller, one half (4%) by the Requester/Buyer. This fee is due, owing and payable at the time the parties commence negotiating a contract of sale. The fee must be paid by wire transfer or as agreed to by Lifeworld International.
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