Welcome to www.bryzos.com and its pages and services contained within the Internet domain(s) (“Website”) and the Bryzos Mobile Application (“App”). Bryzos is an online marketplace where registered sellers can market/advertise steel products and accessories and registered buyers can offer to buy steel products and accessories and the respective parties can contract with one another via the Website and/or App. The Website and App are the property of Bryzos, LLC (“Bryzos”, “us”, “we”, “Company”, “our”), a Delaware limited liability company.
PLEASE READ THIS AGREEMENT CAREFULLY BEFORE ACCESSING, BROWSING, AND/OR POSTING ON THE WEBSITE AND/OR APP. BY CHECKING “AGREE”, YOU HEREBY AGREE THAT YOU HAVE READ, UNDERSTOOD, AND ACCEPTED THIS AGREEMENT AND ALL OTHER AGREEMENTS INCLUDED BY REFERENCE IN ANY OF THE FOREGOING.
The Website and App is an online platform that anonymously introduces buyers and sellers of steel and steel accessories (“Steel”) and allows them to contract with each other.
The Website and App provides two ways to buy/sell material: listings and auctions.
Registered sellers can create listings on the Website/App. The listing is a non-negotiable product offering from a seller to a buyer. Via a keyword search, buyers can search listings posted by sellers. If the buyer finds an offering that matches the purchasing requirements, the material can be added to the buyer shopping cart.
Necessary details of the listing being posted include, but are not limited to type of Steel, time frame of delivery or pickup of Steel, shipping arrangements, the units the Steel is measured in, the quantity of the Steel (in the aforementioned units), the price per unit, and/or when the listing should expire. All listings posted by sellers are expected to be, without exception, a net cash offering, meaning the purchase-per-unit price is net of all, without limitation, tariffs, taxes, service charges, and any other transactional fees, unless indicated otherwise.
When a buyer adds a listing to the buyer’s shopping cart, the buyer may attempt accept the seller’s offer. A buyer’s acceptance is not valid unless the buyer receives confirmation on the Bryzos platform that an agreement was formed.
A seller may withdraw an offer at any time before a buyer has accepted it. A seller may set a deadline for a listing and offer to expire.
An auction is initiated by the buyer. The buyer will either manually enter or upload a bill of material (“BOM”) to the Website/App. Additionally, the buyer will specify origin restrictions, freight instructions and the quote deadline (date & time). Upon completing the request for quotation (“RFQ”), the buyer submits a RFQ to the market. The RFQ is created via the “Bryzos Bid Blaster”.
Once submitted, the RFQ is delivered to only those sellers who sell what is required, via the Bryzos matching system. Relevant sellers will be notified by email or text, that an RFQ has been submitted for them to submit an offer. If desired, the seller will submit an offer to the buyer.
Once the auction has ended/expired the buyer will review the offers submitted by all sellers. A buyer can submit a counter quote to any seller the buyer chooses, accept a seller’s offer, and/or reject offers submitted by sellers. Only a buyer can accept an offer.
Upon receiving a counter quote from a buyer, a seller can submit an offer matching the counter quote, submit a new offer, or reject the counter quote.
This process may be repeated until the seller rejects a counter quote from the buyer, the buyer rejects an offer from the seller, or the buyer accepts an offer from the seller.
A seller is free to withdraw an offer before it is accepted by the buyer, or the offer may be withdrawn automatically if it is not accepted within the time limit imposed by the seller. Sellers can choose to have offers automatically expire. However, once a buyer has successfully accepted an offer, a contract will be concluded.
There is no limit as to how many sellers a buyer may negotiate with.
An agreement is made in a listing as follows:
An agreement is made in an auction as follows:
Bryzos does not guarantee nor is responsible for the success of any listing, RFQ, offer, counteroffer, performance, and/or fulfillment of any Contract.
A seller or buyer can cancel a Contract or portion of a Contract the same calendar day a Contract is formed by communicating with the other party via the Bryzos platform. If a Contract is cancelled in whole the same calendar day that it is formed, the seller’s Connection Fee (defined below) will be refunded. A seller or buyer may also cancel a Contract or portion of a Contract the calendar day after a contract is formed by communicating with the other party via the Bryzos platform. In the event that seller cancels a Contract the calendar day after it is formed, seller’s credit card will automatically be charged with the greater of $5.00 or 1% of the Contract price (defined in the Contract between a buyer and seller), which is paid to the buyer as liquidated damages, and the Connection Fee will not be refunded. In the event that buyer cancels a Contract or portion of a Contract the calendar day after it is formed, buyer will be charged the Connection Fee and the greater of $5.00 or 1% of the price indicated in the Contract, which is paid to the seller as liquidated damages, and the seller’s Connection Fee will be refunded. Bryzos reserves the right to reduce a user’s Bryzos User Rating (defined below) when a user cancels a Contract.
The Website and/or App is simply an online platform for introducing or connecting sellers and buyers of the Steel, for the exchange of contact information, and for the creation of Contracts between buyers and sellers. Bryzos is not a clearing-house or a party to any contract or agreement for the sale and purchase of the Steel negotiated via the Website and/or App. Neither Bryzos nor the Website and/or App should ever be considered or categorized as, a steel broker, agent, or trader for either party. We recommend that you seek legal advice about which type of contract or agreement best suits your purposes. We do not warrant that any contracts or agreements are complete, reliable, accurate, or appropriate for your individual circumstances. You agree that you enter into any Contract negotiated via the Website and/or App relying entirely upon your own independent assessment of all relevant matters and do not rely upon any warranty, statement, or representation made or given by us or on our behalf. We encourage you to seek independent legal advice particular to your circumstances before agreeing to be bound by any Contract. The Company reminds you that that the sale of steel on the Bryzos Website and/or App must comply with all applicable laws, rules and regulations, including, without limitation, all relevant rules pertaining to the sale of counterfeit steel and appropriate stenciling.
All information accessed at or via the Website and/or App is provided ‘as is’ without any expressed or implied warranty by Bryzos. The content of a listing relies on data received from registered Steel sellers and registered Steel buyers by us in good faith on the basis of warranties made by them. However, we are unable to verify the accuracy of this information.
We cannot and do not warrant or represent that:
You acknowledge the following:
Nonetheless, we do not represent or warrant that the content on the Website and/or App complies with the laws of any country outside of the United States of America. If you access the Website or App from outside the United States of America, you do so at your own risk.
While care has been taken when compiling the Website and App, it uses information from a range of sources, including third parties who place advertisements (e.g. banners) or allow us to publish information (e.g. live news feeds). We cannot and do not screen all material on the Website and/or App before it is posted.
We cannot and do not warrant or represent that:
The availability of content on the Website and/or App is subject to the limitations of the Internet, including re-buffering, loss of connection, and/or dropouts. High speed Internet and/or third (3rd), fourth (4th), or better generation of cellular wireless (i.e. 3G, 4G or better mobile technology) access is strongly recommended. You acknowledge and agree that such hardware, software, and Internet and mobile cellular wireless compatibility requirements, which may change from time to time, are your sole responsibility.
To market the Steel as a listing by a seller and/or to submit an RFQ as a buyer on the Website and/or App, you must supply your name and email address to obtain a username and password. Only registered users will be permitted to post a listing, RFQ and/or counteroffers, and make Contracts on the Website and/or App. Registering and using the Website and/or App includes agreeing to enter into agreements and/or to make purchases of goods and/or services electronically. Further, you agree that by registering and using the Website and/or App requires compatible hardware, Internet access (from a computer and/or mobile cellular device), and certain software, some of which may require obtaining upgrades or updates from time to time. All fees and costs related to your personal hardware, Internet access and software, including all upgrades and updates, shall be your sole financial responsibility. Moreover, we currently provide our mobile services for free, but please be aware that your carrier’s normal rates and fees, such as text message and data fees, will still apply.
Each user who registers or uploads material warrants that he or she is over eighteen (18) years of age and have provided us with complete, accurate, and current personal information. You must update your personal information if it changes. You consent to us contacting you from time to time to ensure your personal information is complete, accurate, and current.
You are entirely responsible for maintaining the confidentiality of your account information, including your password, and for any and all activity that occurs under your account. You agree to notify us immediately of any unauthorized use of your account and/or password. You warrant that Bryzos is not responsible for any losses arising out of the unauthorized use of your account which is not due to the negligence of Bryzos.
Each user who registers an account on the Website and/or App is subject to being given a Bryzos User Rating (“User Rating”) based out of five (5) with 4.99 being the maximum achievable user rating. The User Rating is meant to hold accountable those users who are considered poor and dishonest trading partners and promote those users who are considered transparent and honest trading partners. A seller’s User Rating is based initially on the information they provide on its registration form via the Website and/or App with a base of 3 for each user and then increasing with each piece of information provided to Bryzos (i.e. being transparent with us). If a user is both a seller and a buyer, its User Rating will default to the buyer User Rating calculation process. Any user who’s User Rating falls below two (2) out of the maximum five (5) points will be subject to Bryzos’ ultimate and conclusive decision to restrict access to the Website and/or App or remove the user from the Bryzos platform completely.
A user’s User Rating can increase and/or decrease based on things including, but not limited to, uploading photos and, completing or cancelling Contracts made on the Bryzos Website and/or App. All changes to a user’s User Rating are done on a mathematical basis. All User Ratings are visible to the public in any initial listing or RFQ a user posts and to individual counterparties when a Counteroffer is made.
You may upload information to the Website, or instruct us to upload, adjust, or edit information (including any listing, RFQ, Acceptance, Counteroffer, and/or rejection) on your behalf. We will not be liable for any consequences of any errors, omissions, or failures to comply with your instructions or for any delays in following your instructions.
You warrant that you own or have the authority to supply all text, trademarks, pictures, documents, artworks, and other material given or uploaded to the Website and/or App. You grant us a non-exclusive perpetual, worldwide, royalty-free license to copy, display, and/or modify that material by any means (including in both electronic and printed form).
If you upload data onto the Website and/or App, you indemnify us and will keep us indemnified against all claims, costs, expenses, damages, liability or loss arising from any claims made against us arising out of the inaccuracy or misleading content.
We reserve the unequivocal right to decide whether, where, and how a listing, RFQ, your information, and/or any photos or documents you upload on the Website and/or App are displayed on the Website and/or App. Any and all press releases or other public announcements related to your advertisement, listing and/or RFQ on the Website and/or App, including their method and timing, must first be approved in advance by us in writing (electronically or paper). You may not claim any association with Bryzos without our explicit written permission.
If you upload any content to the Website and/or App, otherwise submit material to be published by us, buy steel on the Website and/or App, or sell steel on the Website and/or App, you warrant that:
Without partiality to other terms, to protect the integrity of the Website and App, we reserve the right (but are not required) to verify the accuracy of any information uploaded by you, including the availability of any goods or services offered for sale or accuracy or uploaded material. You agree that we can contact you and you will provide us with accurate information or clarification of matters related to material uploaded by you.
If any content uploaded is inaccurate and/or untrue, you are responsible for the inaccurate or untrue content and must immediately delete or edit the content and/or contact Bryzos to assist in the remedy of the error. You acknowledge and agree that Bryzos shall not be liable to you for any loss that you may suffer as a result of the incorrect content. Further, you acknowledge and accept that, should you enter into a Contract in error, you will be bound to complete the transaction on the terms so accepted.
Bryzos may make available certain tools that can assist sellers in tracking the quantity of steel sold in a listing or an auction, however, sellers acknowledge that sellers maintain sole responsibility for tracking the quantities of steel sold. A seller will be bound to any Contract it enters into with buyers even if the seller is unable to fulfill such Contract.
Before any seller puts a listing on the Website and/or App or makes an offer on an RFQ, it must ensure that it has any and/or all necessary licenses, consents, and approvals to sell the items listed.
Steel sellers on Bryzos are only required to pay a Connection Fees once they have made a Contract. Tax is applicable on all fees and all deals are paid for via a credit card through a convenient, reliable, & award-winning payment processor provided by Stripe.
You hereby authorize Bryzos and Stripe to run credit card authorizations on all credit cards provided by you, to store credit card details as your method of payment pursuant to a Contract, for Connection Fees, and for any cancellation fees, and to charge your credit card for the same.
Between Sellers and Buyers
When a buyer and seller enter into a Contract on Bryzos, a charge equal to the price indicated on the Contract will be transferred to Bryzos’ Stripe account. Such funds will only be released to seller if a Release Condition (defined below) is met:
As used herein, “Release Condition” means any of the following:
a. Buyer clicks to release funds to seller.
b. Buyer does not initiate a dispute within 30 days from the ready date as defined in the relevant Contract.
c. Buyer and seller have both submitted instructions for a release via the Bryzos platform and/or App.
d. Buyer and Seller agree to close the Contract without release of funds via the Bryzos platform and/or App, in which case the funds are to be returned to the Buyer.
e. Submittal of a final award of an arbitrator, in which case the funds will be released in accordance with such award.
f. Submittal of an issuance of the final order of a court of competent jurisdiction from which appeal is not taken, in which case the funds will be released in accordance with such order.
Subject to law and except as described in Section 4 above, once you have paid the Connection Fees for contracting and contact details of your counterparty, no money will be refunded, except in our sole discretion.
All software used in the Website and/or App, material on, and/or compromising the Website and/or App (including photos, graphics, text, data, content of classifieds, advertisements, pictures, videos, and other visual or audio-visual works) and the design, layout, look, and/or appearance of the Website and/or App (“Intellectual Property”) is owned by or licensed to us and protected by copyright and other intellectual property laws.
Except to the extent necessary for your ordinary use of the Website and/or on your Internet browser, mobile cellular device, or as permitted under applicable laws, this Intellectual Property may not be used, adapted, reproduced, uploaded to a third party Website and/or App, framed, linked to, published, transmitted, and/or distributed in any way or in any form or medium without prior exclusive written consent from Bryzos. This means you cannot download, copy, or reproduce any material from the Website and/or App without our or the owner’s written permission unless you are acting in the ordinary and proper course of using the Website’s and/or App’s services.
The Website and/or App may contain multimedia works and still images licensed to us from third parties. These works are provided purely for your private, non-commercial use, and you may not (directly or indirectly) distribute, modify, translate, publish, rebroadcast, transmit, or communicate these works or create derivative works from them.
The Website and App contain information provided by third parties as well as links to third party websites and resources. Third party websites are not part of the Website and/or App. These links and resources are provided solely for your interest and convenience.
We and our employees, contractors, and/or agents take no responsibility for the content, resources, or sites that link from, or to, the Website, App, or any associated products and services. Responsibility for the content of any classified and other advertisements appearing on the Website and/or App (including banner advertisements and hyperlinks to advertisers’ own websites) rests solely with the advertisers.
We do not endorse and make no representations, either expressly or implicitly, concerning third party resources, their content, and/or any goods and/or services which they offer.
You must not abuse the use of the Website, App, or their respective facilities, systems, resources, accounts, services, networks, or affiliated or linked websites for a purpose other than which the Website and/or App’s service is provided or use the Website and/or App to engage in any activity that we (in our absolute discretion) think is inappropriate, offensive, or defamatory.
Without limiting this, you agree not to (and will not attempt to):
Violations, damage, abuse, and/or disruption of any and all Bryzos system, network, or service security may result in civil or criminal liability.
You agree to comply with any editorial policies we create from time to time.
We require that:
You must not upload or submit content to the Website and/or App that:
We may revise, remove, or refuse to publish any material uploaded to the Website and/or App or otherwise supplied by you to us at our absolute discretion and without consulting or notifying you. We may also remove or refuse content in our absolute discretion.
We may decline to register you as a user, terminate your registration, and/or restrict your access to the Website and/or App (including via any other aliases you use) at any time at our sole discretion without consulting with or informing you that we are doing so. Without limiting such right, we consider the following as grounds for refusal of use:
You indemnify us and agree to keep us and our directors, advisors, officers, employees, agents, contractors, and subsidiaries indemnified against any loss or damage, direct, indirect, or consequential (including legal fees and other costs incurred) by any third party arising out of or in any way connected to:
If a dispute arises between you and another user of the Website and/or App, that is a matter for you and the involved party to resolve privately. Nevertheless, the Website and/or App may provide functionality that facilitates communication between buyers and sellers in the event of a dispute. Your use of such communication tools on the Website and/or App in no way suggests that Bryzos will serve as an intermediary or arbiter in such dispute. However, Bryzos may, in its sole discretion, use information provided in any such communications to adjust your User Rating.
As such, you hereby agree to release Bryzos and our directors, officers, advisors, employees, agents, contractors, affiliates, and/or subsidiaries from all claims, demands, and damages (including, without limitation, actual and consequential) of every kind of nature, indirect or direct, unknown or known, unsuspected or suspected, undisclosed or disclosed, arising out of or in any way connected with all such disputes. We may, in our discretion, provide parties to the dispute with any help that we believe is rational in the circumstances to help resolve the dispute, however, we cannot take sides, mediate, or bring an action on your behalf.
ALL INFORMATION PROVIDED ON THE WEBSITE AND/OR APP IS FOR GENERAL INFORMATION PURPOSES ONLY. THE INFORMATION SHOULD NOT BE INTERPRETED AS INDIVIDUALIZED ADVICE, AN INVESTMENT RECOMMENDATION, AND/OR CONSULTATION. BRYZOS DOES NOT OFFER INVESTMENT OR BUSINESS ADVICE. NONE OF THE INFORMATION FOUND ON THE WEBSITE AND/OR APP SHOULD BE CONSIDERED A RECOMMENDATION, SPONSORSHIP, OR ENDORSEMENT OF ANY BUSINESS OF ANY NATURE AND/OR ANY FINANCIAL DERIVATIVE OF ANY NATURE.
THE USER ACKNOWLEDGES AND AGREES THAT BRYZOS DOES NOT RECOMMEND OR SUGGEST ANY FINANCIAL TRADING OR HEDGING OR PERSONAL ADVICE. ANY DECISION(S) MADE BY THE USER ARE THEIR DECISION(S) ONLY.
BRYZOS, ITS OWNERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, CONTRACTORS, OR AFFILIATES GUARANTEE THAT ALL MATERIAL AND INFORMATION PRESENTED ON THE WEBSITE TO BE TAKEN FROM SOURCES BELIEVED TO BE RELIABLE AND ALL INFORMATION IS PRESENTED IN GOOD FAITH, BUT NO WARRANTY OR REPRESENTATION EXPRESSED OR IMPLIED IS MADE TO THE CORRECTNESS OR COMPLETENESS OF SUCH MATERIAL AND INFORMATION.
We may collect and store personal information about you when you use the Website and/or App and/or otherwise communicate with us.
1. Sale of Goods. Seller shall sell to Buyer and Buyer shall purchase from Seller goods with the following specifications (“Goods”):
2. Ready Date. [Seller shall have the Goods ready on [ ] / Seller shall have the Goods ready for pick up by Buyer on [ ]] (“Ready Date”).
3. [Delivery/Pick Up] Location. All Goods shall be [delivered to/picked up at] [ ] during [Buyer’s/Seller’s] normal business hours.
4. Shipping Terms. Delivery shall be made [DDP/EXW]. If applicable, Seller shall give written notice of shipment to Buyer when the Goods are delivered to a carrier for transportation. Seller shall provide Buyer all shipping documents, including the packing list, bill of lading, applicable certifications and any other documents necessary to release the Goods to Buyer within three (3) business days after Seller delivers the Goods to the transportation carrier.
5. Title. Title passes to Buyer upon [pick up / delivery].
6. Packaging. Seller shall properly pack, mark, and ship in accordance with applicable law, industry standards, and per customer requirements indicated in Section 1 above.
7. Price. The Price includes all packaging, [transportation costs to the Delivery Location,] fees and applicable taxes. Notwithstanding anything to the contrary in Section 1 above, the price is $[ ] the (“Price”).
8. Rejections. Buyer must communicate all rejections to Seller within thirty (30) calendar days of the Ready Date by Buyer.
9. Entire Agreement. This Agreement constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such subject matter.
10. Amendments. No amendment to, or modification of, or rescission, termination or discharge of this Agreement is effective unless it is in writing and signed by each Party.
11. Choice of Law. This Agreement, including all exhibits, schedules, attachments, and appendices attached to this Agreement and thereto are governed by, and construed in accordance with the Uniform Commercial Code as adopted in the State of Delaware.
12. Force Majeure. Seller and Buyer will not be liable for delays in performance or for non-performance due to unforeseen circumstances or causes beyond the Seller’s reasonable control.
13. Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement.
14. Identity of Parties. Each Party to this Agreement acknowledges that the identity of the other Party is not of fundamental importance to the Agreement and in no way served as an inducement to enter into this Agreement.
15. Authority to Sign. Each Party represents that the individual signing this Agreement on its behalf has the authority to do so and to so legally bind the Party.
16. Good Title. Seller represents that it has good title to the Goods free and clear of any liens.
17. Acceptance of Agreement. Buyer and Seller acknowledge that this Agreement is binding only if it has been confirmed through the platform at www.Bryzos.com or the Bryzos App.
18. Cancellation; Liquidated Damages. Either party may cancel this Agreement without penalty only if (i) such cancellation is made on the date of this Agreement and (ii) such cancellation is communicated through the platform at www.Bryzos.com or the Bryzos App (a “Same Day Cancellation”). Either party may otherwise cancel this Agreement only if (i) such cancellation is made the calendar day following the date of this Agreement and (ii) such cancellation is communicated through the platform at www.Bryzos.com or the Bryzos App (a “Valid Cancellation”). In the event of a Valid Cancellation, as liquidated damages to compensate the other party for the inconvenience of cancellation, the cancelling party shall pay to the other party the greater of $5.00 or 1% of the Price (“Liquidated Damages”). Such Liquidated Damages shall be the sole remedy of Buyer for a Valid Cancellation. The parties authorize Bryzos, LLC to effect any Liquidated Damages payment immediately upon receiving notice of a Valid Cancellation.
19. Release. The Parties acknowledge that this is an agreement solely between the Parties. In the event of any dispute between the Parties, the Parties hereby release Bryzos, LLC, a Delaware limited liability company, and its directors, officers, advisors, employees, agents, contractors, affiliates, and/or subsidiaries from all claims, demands, and damages (including, without limitation, actual and consequential) of every kind of nature, indirect or direct, unknown or known, unsuspected or suspected, undisclosed or disclosed, arising out of or in any way connected with all such disputes.
20. Indemnity. The Parties shall, jointly and severally, defend and indemnify Bryzos, LLC and its directors, officers, employees, agents, and members from and against all allegations, claims, actions, suits, demands, damages, liabilities, obligations, losses, settlements, judgments, costs, and expenses (including, without limitation, attorneys’ fees and costs) which arise out of, relate to, or result from, any act or omission of the Parties.
21. Date. The date of this Agreement is [ ].