Last Updated: July 8, 2026

Our Commercial Philosophy

Overstock Trader LLC (“Overstock Trader,” “we,” “our,” or “us”) operates a private business-to-business buying network focused on helping companies maximize recovery from excess, obsolete, discontinued, returned, closeout, seasonal, distressed, and other surplus inventory.

Overstock Trader helps businesses maximize recovery from excess inventory through a private commercial buying network.

Every inventory opportunity is different. Some transactions require broad market exposure, while others demand confidentiality and carefully controlled buyer outreach. Some transactions involve Overstock Trader purchasing or selling inventory directly, while others involve Overstock Trader providing inventory recovery services on behalf of a client.

Regardless of the transaction structure, our goal remains the same: to help businesses achieve the best commercially reasonable outcome while conducting business professionally, ethically, and efficiently.

These Commercial Terms of Business explain how Overstock Trader works with Buyers and Sellers, define the responsibilities of each party, and establish the framework under which our services are provided.

ARTICLE I

About Overstock Trader

1.1 Our Business

Overstock Trader is a private inventory recovery company that assists businesses in buying, selling, sourcing, and recovering value from excess inventory.

Unlike a public marketplace or auction platform, Overstock Trader utilizes a private network of qualified Buyers and Sellers to facilitate commercial transactions in a controlled and professional manner.

Our customers include, among others:

• manufacturers;
• retailers;
• distributors;
• wholesalers;
• importers;
• exporters;
• logistics providers;
• third-party logistics companies (3PLs);
• liquidators;
• resellers;
• reverse logistics providers;
• financial institutions;
• bankruptcy professionals; and
• other commercial organizations involved in inventory disposition or procurement.

1.2 Our Services

Depending upon the transaction, Overstock Trader may provide one or more of the following services:

• inventory recovery consulting;
• buyer sourcing;
• seller sourcing;
• inventory evaluations;
• inventory marketing;
• transaction facilitation;
• pricing guidance;
• market intelligence;
• negotiation assistance;
• logistics coordination;
• inspection coordination;
• inventory disposition consulting;
• transaction administration;
• post-transaction support; and
• other commercially reasonable services related to inventory recovery.

The scope of services may vary depending upon the nature of each transaction.

1.3 Transaction Roles

Overstock Trader may participate in transactions in different capacities.

Depending upon the applicable transaction documents, Overstock Trader may act as:

• an Independent Facilitator;
• the Buyer of Record;
• the Seller of Record; or
• another capacity expressly agreed to in writing.

The role Overstock Trader assumes for any transaction shall be determined solely by the applicable written purchase order, sales agreement, invoice, fee agreement, or other written transaction document.

No person may rely upon assumptions regarding Overstock Trader’s role based solely upon communications, negotiations, introductions, or participation in a transaction.

1.4 Commercial Relationships

Overstock Trader operates independently of Buyers and Sellers.

Nothing contained in these Terms shall be interpreted as creating:

• an agency relationship;
• a brokerage relationship;
• a fiduciary relationship;
• a partnership;
• a joint venture;
• an employer-employee relationship;
• an escrow relationship; or
• any other legal relationship beyond those expressly described in these Terms or in separate written agreements.

ARTICLE II

Definitions

For purposes of these Terms, the following definitions apply.

Buyer

A “Buyer” means any individual or business purchasing or seeking to purchase Products through Overstock Trader.

Seller

A “Seller” means any individual or business offering Products for sale through Overstock Trader.

Products

“Products” means any inventory, merchandise, consumer goods, commercial goods, equipment, raw materials, components, food products, beverages, packaging, fixtures, or other tangible personal property offered for sale.

Buying Network

The “Buying Network” means Overstock Trader’s proprietary network of commercial Buyers, Sellers, manufacturers, retailers, distributors, wholesalers, exporters, resellers, logistics providers, and other business relationships developed by Overstock Trader.

Facilitation Services

“Facilitation Services” means the commercial services Overstock Trader provides in connection with inventory transactions, including buyer sourcing, seller sourcing, inventory marketing, commercial guidance, negotiation assistance, logistics coordination, transaction administration, inventory recovery consulting, and related business services.

Independent Facilitator

An “Independent Facilitator” means Overstock Trader when it provides Facilitation Services without becoming the contracting Buyer or Seller.

When acting as an Independent Facilitator, Overstock Trader assists the parties in identifying, negotiating, coordinating, and completing transactions but is not itself a contracting party unless expressly agreed in writing.

Buyer of Record

“Buyer of Record” means Overstock Trader when Overstock Trader purchases Products directly from a Seller pursuant to a written purchase order or other written agreement.

Seller of Record

“Seller of Record” means Overstock Trader when Overstock Trader sells Products owned by Overstock Trader directly to a Buyer.

Platform

“Platform” means all communication channels through which Overstock Trader conducts business, including its website, email communications, telephone calls, text messaging, LinkedIn company pages, LinkedIn groups, personal LinkedIn accounts used for business, inventory summaries, electronic communications, presentations, and other business communications.

ARTICLE III

Participation in the Buying Network

3.1 Commercial Purpose

The Buying Network is intended exclusively for legitimate business and commercial transactions.

By participating in the Buying Network, each participant represents that it is acting for commercial purposes and has authority to conduct business on behalf of itself or the organization it represents.

3.2 Participation

Participation in the Buying Network is subject to Overstock Trader’s approval.

Overstock Trader reserves the right to approve, deny, suspend, limit, or terminate participation in the Buying Network at any time, with or without cause, and without creating any obligation to continue a business relationship.

Participation in the Buying Network does not create any guarantee of future business or any exclusive rights.

3.3 No Guarantee of Opportunities

Participation in the Buying Network does not guarantee that a participant will:

• receive inventory opportunities;
• receive every inventory opportunity;
• receive opportunities within any particular product category;
• complete any transaction;
• receive any minimum transaction volume; or
• receive preferential treatment.

Inventory opportunities are presented based upon Overstock Trader’s commercial judgment, customer requirements, inventory characteristics, confidentiality considerations, market conditions, and other commercially relevant factors.

3.4 Commercial Communications

Participants acknowledge that Overstock Trader regularly communicates with members of its Buying Network regarding inventory opportunities, market updates, industry developments, educational content, newsletters, and other commercial information.

Such communications may be delivered through the Platform or through other commercially reasonable methods of communication.

Participants may opt out of marketing communications where required by applicable law. Overstock Trader may continue to send communications relating to active transactions, operational matters, account administration, legal notices, or other non-marketing communications.

3.5 Marketing Authorization

By submitting inventory to Overstock Trader, Seller authorizes Overstock Trader to market the inventory for the purpose of identifying qualified Buyers and facilitating commercial transactions.

Unless otherwise agreed in writing, Overstock Trader may market inventory opportunities using commercially reasonable methods, including:

• direct email campaigns;
• individual email communications;
• telephone calls;
• LinkedIn company pages;
• personal LinkedIn accounts used by Overstock Trader personnel for business purposes;
• LinkedIn groups administered by Overstock Trader;
• inventory summaries;
• presentations;
• websites operated by Overstock Trader;
• webinars;
• trade shows;
• conferences;
• referrals;
• direct outreach to Buyers;
• existing customer relationships; and
• other commercially reasonable marketing methods selected by Overstock Trader.

Marketing methods may vary depending upon the inventory opportunity, Seller preferences, confidentiality requirements, brand protection considerations, customer demand, and Overstock Trader’s commercial judgment.

ARTICLE IV

Transaction Roles

4.1 Purpose

Overstock Trader may participate in commercial transactions in different capacities depending upon the nature of the transaction and the written agreements executed by the parties.

The purpose of this Article is to clearly identify the role Overstock Trader is performing in any given transaction and to allocate responsibilities accordingly.

Unless expressly stated otherwise in a written transaction document signed by Overstock Trader, Overstock Trader acts solely as an Independent Facilitator.

4.2 Independent Facilitator

When acting as an Independent Facilitator, Overstock Trader assists Buyers and Sellers in identifying, evaluating, negotiating, coordinating, and completing commercial transactions.

As an Independent Facilitator, Overstock Trader may provide one or more of the following services:

• reviewing inventory opportunities;
• evaluating inventory information;
• identifying prospective Buyers;
• identifying prospective Sellers;
• marketing inventory opportunities;
• preparing inventory summaries;
• distributing manifests;
• facilitating introductions;
• coordinating communications;
• assisting with commercial negotiations;
• coordinating inspections;
• assisting with logistics planning;
• coordinating transaction timing;
• facilitating payment coordination;
• providing inventory recovery guidance;
• providing market intelligence;
• assisting with issue resolution;
• and providing other commercially reasonable services.

The scope of Overstock Trader’s services may vary from one transaction to another.

4.3 No Assumption of Contractual Obligations

The performance of Facilitation Services does not make Overstock Trader a contracting party to the purchase or sale of Products.

Accordingly, unless Overstock Trader expressly agrees in writing to act as the Buyer or Seller of Record, Overstock Trader does not assume:

• the Seller’s representations or warranties;
• the Buyer’s payment obligations;
• title to the Products;
• responsibility for inventory condition;
• responsibility for inventory quantities;
• responsibility for product quality;
• responsibility for product authenticity;
• delivery obligations;
• freight obligations;
• inspection obligations;
• contractual performance by either party; or
• any other obligation undertaken by the Buyer or Seller.

Overstock Trader’s responsibility is limited to performing the Facilitation Services it has agreed to provide.

4.4 Buyer of Record

In certain transactions, Overstock Trader may purchase Products directly from a Seller.

When Overstock Trader is expressly identified in a written purchase order, purchase agreement, or other written transaction document as the Buyer of Record, Overstock Trader assumes the rights and obligations of the purchasing party solely for that transaction.

The rights and obligations of the parties shall be governed by the applicable purchase order and related transaction documents.

Nothing in these Commercial Terms limits any contractual obligations Overstock Trader expressly assumes in such written agreements.

4.5 Seller of Record

In certain transactions, Overstock Trader may sell Products owned by Overstock Trader directly to a Buyer.

When Overstock Trader is expressly identified in a written invoice, sales agreement, quotation, or other written transaction document as the Seller of Record, Overstock Trader assumes the rights and obligations of the selling party solely for that transaction.

The rights and obligations of the parties shall be governed by the applicable sales documents.

Nothing contained in these Commercial Terms limits any contractual obligations Overstock Trader expressly assumes under those written agreements.

4.6 Determination of Overstock Trader’s Role

Overstock Trader’s role in any transaction shall be determined solely by the written transaction documents applicable to that transaction.

No party may infer Overstock Trader’s role based upon:

• participation in negotiations;
• preparation of documentation;
• coordination of inspections;
• coordination of freight;
• assistance with payment timing;
• inventory marketing;
• attendance at meetings;
• communications with Buyers or Sellers;
• or any other Facilitation Service.

Only an executed written transaction document identifying Overstock Trader as the Buyer or Seller of Record shall alter Overstock Trader’s status as an Independent Facilitator.

4.7 No Agency Relationship

Unless expressly agreed in writing, Overstock Trader acts as an independent business providing commercial services.

Nothing contained in these Terms shall be interpreted as creating:

• an agency relationship;
• a brokerage relationship;
• a fiduciary relationship;
• a partnership;
• a joint venture;
• an employer-employee relationship;
• a franchise relationship;
• a trustee relationship;
• an escrow relationship; or
• any other legal relationship not expressly established by written agreement.

Each Buyer and Seller remains responsible for protecting its own commercial interests.

4.8 Good Faith Facilitation

Overstock Trader is committed to conducting business professionally, ethically, and in good faith.

Our objective is to help Buyers and Sellers successfully complete commercial transactions by providing inventory recovery expertise, market intelligence, buyer and seller introductions, transaction coordination, and related Facilitation Services.

Overstock Trader will use commercially reasonable efforts to support the parties throughout the transaction process. Depending upon the transaction, this may include inventory evaluations, identifying qualified Buyers or Sellers, coordinating communications, assisting with negotiations, coordinating logistics, reviewing documentation, coordinating inspections, and helping the parties work toward a successful transaction.

While Overstock Trader actively participates in facilitating transactions, Buyers and Sellers acknowledge that Overstock Trader’s role is to assist the parties, not to replace them.

Unless Overstock Trader is expressly identified in a written agreement as the Buyer or Seller of Record, Overstock Trader does not assume responsibility for the contractual obligations of either party.

Nothing contained in these Terms limits, waives, or otherwise affects the legal or contractual rights that Buyers and Sellers may have against one another. Rather, these Terms define Overstock Trader’s role in facilitating commercial transactions while preserving the contractual relationship between the Buyer and Seller.

ARTICLE V

 

Responsibilities of the Parties

 

5.1 Guiding Principle

Successful commercial transactions depend upon each party fulfilling the responsibilities it has undertaken.

Accordingly, these Terms allocate responsibility to the party best positioned to perform the applicable obligation.

Except where Overstock Trader is expressly acting as the Buyer of Record or Seller of Record, Overstock Trader does not assume the contractual responsibilities of Buyers or Sellers.

Nothing contained in this Article limits the legal rights or remedies Buyers and Sellers may have against one another under applicable law or their transaction documents.

Seller Responsibilities

5.2 Authority to Sell

Seller represents that it has the legal authority to offer the Products for sale.

Seller is responsible for ensuring that it possesses the necessary ownership, possession, authorization, or legal right required to complete the proposed transaction.

Seller is solely responsible for obtaining any approvals or permissions necessary to sell the Products.

5.3 Accuracy of Inventory Information

Seller is responsible for providing accurate commercial information regarding the Products being offered.

Such information may include:

• inventory manifests;
• SKU information;
• UPC information;
• product descriptions;
• quantities;
• pallet counts;
• case counts;
• photographs;
• dimensions;
• weights;
• expiration dates;
• lot numbers;
• packaging descriptions;
• pricing information; and
• other commercially relevant information.

Seller agrees to promptly notify Overstock Trader if any material information changes before completion of a transaction.

5.4 Product Representations

Seller remains solely responsible for representations made regarding the Products.

This includes representations concerning:

• condition;
• authenticity;
• ownership;
• quantities;
• specifications;
• age;
• expiration dates;
• packaging;
• merchantability;
• recalls;
• regulatory compliance;
• intellectual property rights;
• licensing restrictions;
• country of origin;
• product safety; and
• any other material characteristic of the Products.

Seller acknowledges that Buyers rely upon Seller’s representations when evaluating inventory opportunities.

5.5 Performance

Seller remains responsible for performing all obligations Seller agrees to undertake, including:

• preparing inventory for shipment;
• making inventory available as agreed;
• honoring agreed pricing;
• transferring title where applicable;
• complying with applicable laws;
• and performing all contractual obligations owed to Buyer.

Buyer Responsibilities

5.6 Independent Evaluation

Buyer is responsible for independently determining whether an inventory opportunity meets Buyer’s commercial requirements.

Buyer determines the extent of any due diligence it wishes to perform before purchasing inventory.

5.7 Due Diligence

Buyer may, depending upon the circumstances, elect to:

• review manifests;
• inspect inventory;
• request photographs;
• obtain samples;
• verify quantities;
• evaluate freight costs;
• confirm applicable restrictions;
• review regulatory requirements;
• consult professional advisors; or
• perform any other commercially appropriate investigation.

The buyer is solely responsible for determining whether additional due diligence is appropriate.

5.8 Performance

Buyer remains responsible for performing all obligations Buyer agrees to undertake, including:

• payment;
• freight arrangements unless otherwise agreed;
• taxes;
• insurance;
• import or export compliance;
• product acceptance;
• contractual performance; and
• compliance with applicable laws.

5.9 Claims Against Seller

Where Overstock Trader is acting solely as an Independent Facilitator, Buyer retains all legal and contractual rights against Seller arising from Seller’s representations, warranties, contractual obligations, or other responsibilities.

Nothing contained in these Terms limits Buyer’s right to pursue Seller for:

• inaccurate inventory information;
• shortages;
• product condition;
• damaged merchandise;
• fraud;
• negligent or intentional misrepresentation;
• breach of warranty;
• breach of contract;
• or any other claim arising under applicable law.

Overstock Trader Responsibilities

5.10 Our Commitment

Overstock Trader is responsible for providing the Facilitation Services it has agreed to perform.

Depending upon the transaction, such services may include:

• evaluating inventory opportunities;
• identifying qualified Buyers or Sellers;
• marketing inventory;
• facilitating introductions;
• coordinating communications;
• assisting negotiations;
• coordinating inspections;
• coordinating logistics;
• assisting with transaction administration;
• providing market intelligence;
• providing recovery guidance; and
• other commercially reasonable services.

The scope of such services may differ from one transaction to another.

5.11 Professional Conduct

Overstock Trader will use commercially reasonable efforts to conduct business professionally, ethically, and in good faith.

We strive to provide accurate communications, timely responses, commercially reasonable guidance, and professional transaction support throughout the transaction process.

Nothing in this section guarantees the successful completion of any transaction or obligates Overstock Trader to continue facilitating any transaction where doing so would be inconsistent with applicable law, contractual obligations, business ethics, or Overstock Trader’s legitimate business interests.

5.12 No Assumption of Responsibility

When acting as an Independent Facilitator, Overstock Trader does not assume responsibility for obligations belonging to Buyers or Sellers.

Accordingly, Overstock Trader does not become responsible for:

• payment by Buyer;
• non-payment by Buyer;
• inventory accuracy;
• inventory quantities;
• product quality;
• product condition;
• warranties;
• representations;
• title;
• delivery;
• freight performance;
• inspection results;
• regulatory compliance by the parties;
• or contractual performance by either Buyer or Seller.

Responsibility for those matters remains with the party undertaking the applicable obligation.

5.13 Preservation of Rights

Nothing contained in these Terms is intended to transfer liability from one contracting party to another.

Rather, these Terms preserve the legal relationship between Buyers and Sellers while defining Overstock Trader’s role in facilitating commercial transactions.

Accordingly:

• Buyers retain all legal rights and remedies against Sellers.
• Sellers retain all legal rights and remedies against Buyers.
• Overstock Trader remains responsible for the services it expressly agrees to provide.
• Overstock Trader does not become liable for obligations assumed by Buyers or Sellers solely because Overstock Trader facilitated the transaction.

ARTICLE VI

Marketing Inventory Opportunities

6.1 Authorization to Market

By submitting inventory information to Overstock Trader, Seller authorizes Overstock Trader to market the inventory for the purpose of identifying qualified Buyers and facilitating potential transactions.

Unless otherwise agreed in writing, Overstock Trader shall determine the marketing strategy appropriate for each inventory opportunity based upon its commercial judgment, market conditions, Seller instructions, confidentiality requirements, and Buyer demand.

6.2 Marketing Methods

Overstock Trader markets inventory opportunities using a variety of communication channels intended to efficiently identify qualified Buyers.

Marketing methods may include, without limitation:

• direct email campaigns;
• individual email communications;
• telephone calls;
• voicemail messages;
• text messages;
• LinkedIn direct messages;
• postings on Overstock Trader’s LinkedIn Company Page;
• postings on LinkedIn accounts operated by Overstock Trader personnel for business purposes;
• postings within LinkedIn groups owned or administered by Overstock Trader;
• postings on Overstock Trader-operated websites;
• inventory summaries;
• inventory manifests;
• digital presentations;
• webinars;
• video conferences;
• trade shows;
• conferences;
• referrals;
• introductions to qualified Buyers;
• existing customer relationships; and
• any other commercially reasonable marketing method determined appropriate by Overstock Trader.

Marketing methods may vary for each inventory opportunity.

6.3 Marketing Materials

To assist in marketing inventory opportunities, Overstock Trader may:

• summarize inventory information;
• prepare inventory presentations;
• edit manifests for readability;
• organize photographs;
• prepare pricing summaries;
• redact confidential information;
• remove identifying information;
• consolidate inventory data;
• prepare marketing materials; and
• otherwise present inventory in a commercially reasonable manner.

Except where Overstock Trader is the Seller of Record, Overstock Trader does not alter the underlying commercial representations made by Seller.

The seller remains responsible for the accuracy of all inventory information.

6.4 Seller Marketing Instructions

Seller may provide reasonable written instructions regarding the marketing of inventory, including:

• confidentiality requirements;
• approved or prohibited sales channels;
• geographic restrictions;
• export restrictions;
• customer exclusions;
• brand protection requirements;
• pricing instructions;
• de-branding requirements;
• de-kitting requirements; and
• similar commercially reasonable requests.

Overstock Trader will use commercially reasonable efforts to comply with such instructions.

However, Overstock Trader reserves the right to decline representation of inventory where requested restrictions materially impair Overstock Trader’s ability to effectively market the opportunity.

6.5 Commercial Judgment

No single marketing strategy is appropriate for every inventory opportunity.

Accordingly, Overstock Trader retains sole discretion to determine:

• which Buyers are contacted;
• when Buyers are contacted;
• the order in which Buyers are contacted;
• whether inventory is marketed broadly or selectively;
• which communication channels are used;
• whether pricing information is disclosed;
• whether inventory is anonymized;
• whether Seller identity is disclosed; and
• the overall marketing strategy.

Nothing contained in these Terms requires Overstock Trader to use any specific marketing method for any inventory opportunity.

6.6 Brand Protection

Where requested by Seller or where commercially appropriate, Overstock Trader may market inventory in a manner intended to support brand protection objectives.

Such measures may include:

• limiting distribution to selected Buyers;
• withholding identifying information;
• anonymizing inventory details;
• requiring confidentiality;
• limiting sales channels;
• restricting geographic distribution;
• requiring de-branding or de-kitting; or
• implementing other commercially reasonable measures requested by Seller or deemed appropriate by Overstock Trader.

ARTICLE VII

Commercial Transactions

7.1 Transaction Structure

Each inventory opportunity is unique.

Accordingly, Overstock Trader may structure transactions in a commercially reasonable manner based upon the inventory, the parties involved, logistics, payment requirements, brand protection considerations, and other relevant factors.

Nothing in these Terms obligates Overstock Trader to structure every transaction in the same manner.

7.2 Commercial Guidance

As part of its Facilitation Services, Overstock Trader may provide commercial guidance to Buyers and Sellers.

Such guidance may include:

• pricing recommendations;
• recovery estimates;
• market observations;
• inventory disposition strategies;
• buyer recommendations;
• logistics recommendations;
• channel recommendations;
• timing recommendations; and
• other commercial opinions.

Such guidance is provided to assist the parties in evaluating business opportunities.

7.3 Independent Business Decisions

Each Buyer and Seller remains solely responsible for making its own commercial decisions.

Buyers and Sellers should independently evaluate:

• pricing;
• market demand;
• inventory condition;
• freight costs;
• regulatory requirements;
• resale opportunities;
• contractual obligations;
• and other business considerations.

Nothing contained in these Terms constitutes legal, accounting, tax, investment, valuation, or other licensed professional advice.

7.4 No Guarantee of Commercial Outcome

Commercial transactions involve numerous factors outside Overstock Trader’s control.

Accordingly, Overstock Trader does not guarantee:

• that inventory will sell;
• that Buyers will submit offers;
• that Sellers will accept offers;
• that transactions will close;
• recovery values;
• resale values;
• profitability;
• market demand;
• pricing;
• transaction timing; or
• any particular commercial outcome.

Commercial guidance reflects Overstock Trader’s professional experience and judgment at the time it is provided and should not be interpreted as a guarantee.

7.5 Fees and Compensation

Overstock Trader may earn compensation in connection with its services in a variety of ways, including:

• commissions;
• consulting fees;
• transaction fees;
• sourcing fees;
• inventory recovery fees;
• negotiated margins;
• referral fees; or
• other compensation agreed upon in writing.

The applicable transaction documents shall govern the compensation for each transaction.

7.6 Payments

Unless Overstock Trader is expressly acting as the Buyer of Record or Seller of Record, Overstock Trader is not responsible for collecting, holding, or guaranteeing payments between Buyers and Sellers.

Payment obligations remain solely between the contracting parties.

7.7 Order of Transaction Documents

Where applicable, the following documents shall govern a specific transaction in the following order of precedence:

1. Executed Sales Agreement
2. Purchase Order
3. Commission or Fee Agreement
4. Brand or Distribution Agreement
5. Non-Disclosure Agreement
6. These Commercial Terms of Business

If a conflict exists, the higher-priority document shall govern with respect to the subject matter addressed in that document.

ARTICLE VIII

Inventory Recovery Services and Information Sharing

8.1 Purpose

Overstock Trader provides inventory recovery services by evaluating inventory opportunities, developing recovery strategies, identifying qualified Buyers, presenting opportunities to prospective Buyers, facilitating commercial transactions, and providing related commercial support services.

To perform these services, Overstock Trader may review, organize, prepare, modify the presentation of, distribute, discuss, and otherwise use inventory information provided by Sellers.

These activities are an essential part of Overstock Trader’s business and are authorized by the Seller unless otherwise agreed in writing.

8.2 Authorization to Present Inventory Opportunities

By submitting inventory information to Overstock Trader, Seller authorizes Overstock Trader to use that information for the purpose of evaluating, presenting, marketing, negotiating, and facilitating the sale of the inventory.

Seller acknowledges that Overstock Trader may determine, in its commercial judgment, the most appropriate recovery strategy for each inventory opportunity.

That strategy may include presenting the opportunity to one Buyer, several Buyers, or a broader group of qualified Buyers depending upon the inventory, market conditions, Seller objectives, and other commercially relevant considerations.

8.3 Preparation of Inventory Opportunities

To effectively present inventory opportunities, Overstock Trader may:

• review and organize inventory information;
• prepare inventory summaries;
• reformat manifests for clarity;
• consolidate information from multiple documents;
• prepare pricing summaries;
• organize photographs and supporting documentation;
• highlight significant inventory characteristics;
• prepare presentations;
• prepare buyer-specific materials;
• and otherwise present inventory opportunities in a commercially reasonable manner.

These activities are intended to improve communication and facilitate commercial transactions and do not alter the underlying representations made by Seller.

Seller remains solely responsible for the accuracy of all inventory information supplied.

8.4 Recovery Strategy

Every inventory opportunity is different.

Accordingly, Overstock Trader may determine the most appropriate recovery strategy based upon factors including:

• product category;
• inventory condition;
• volume;
• market demand;
• customer requirements;
• confidentiality considerations;
• brand protection objectives;
• logistics;
• timing;
• pricing;
• and other commercially relevant considerations.

Recovery strategies may include targeted buyer outreach, broad buyer outreach, negotiated sales, private offerings, staged marketing efforts, or other commercially reasonable approaches.

Nothing contained in these Terms requires Overstock Trader to utilize any particular recovery strategy.

8.5 Communication Methods

Overstock Trader may communicate inventory opportunities using any commercially reasonable method.

These methods may include:

• individual emails;
• email campaigns;
• telephone calls;
• text messages;
• LinkedIn;
• LinkedIn Company Pages;
• LinkedIn accounts operated by Overstock Trader personnel for business purposes;
• LinkedIn groups administered by Overstock Trader;
• websites operated by Overstock Trader;
• webinars;
• presentations;
• trade shows;
• conferences;
• referrals;
• existing Buyer relationships;
• virtual meetings;
• in-person meetings; and
• other commercially reasonable communication methods.

The communication method selected may vary depending upon the inventory opportunity.

8.6 Sensitive Business Information

Overstock Trader recognizes that certain business information may be commercially sensitive.

Where a Seller requests that specific information remain confidential, or where the confidential nature of particular information is reasonably apparent, Overstock Trader will use commercially reasonable efforts to honor those requests while continuing to perform the services requested by Seller.

This section does not prohibit Overstock Trader from presenting inventory opportunities to prospective Buyers in the ordinary course of business.

8.7 Disclosure of Parties

As part of facilitating commercial transactions, Overstock Trader may disclose the identity of Buyers or Sellers when Overstock Trader determines such disclosure is appropriate to advance the transaction.

Likewise, Overstock Trader may delay or withhold disclosure of either party’s identity where Overstock Trader believes doing so is commercially appropriate or where requested by one of the parties.

ARTICLE IX

Commercial Transactions

9.1 General

Each inventory opportunity is unique.

The structure of each transaction may vary depending upon the inventory, the parties involved, logistics, commercial objectives, market conditions, and other factors.

Unless otherwise agreed in writing, Overstock Trader retains discretion in determining the commercial approach used to facilitate each opportunity.

9.2 Commercial Guidance

As part of its Inventory Recovery Services, Overstock Trader may provide commercial guidance to assist the parties in evaluating inventory opportunities.

Such guidance may include:

• recovery strategies;
• pricing observations;
• market intelligence;
• buyer recommendations;
• inventory disposition recommendations;
• logistics considerations;
• timing recommendations;
• and other commercial insights.

Commercial guidance reflects Overstock Trader’s experience and judgment based upon information available at the time it is provided.

9.3 Independent Business Decisions

Each party remains solely responsible for its own business decisions.

Nothing provided by Overstock Trader should be interpreted as:

• legal advice;
• accounting advice;
• tax advice;
• investment advice;
• valuation services; or
• any other licensed professional service.

The parties are encouraged to consult their own professional advisors where appropriate.

9.4 Fees

Overstock Trader may earn compensation through:

• commissions;
• service fees;
• consulting fees;
• negotiated margins;
• sourcing fees;
• transaction fees; or
• other compensation agreed to in writing.

The applicable transaction documents shall govern Overstock Trader’s compensation for each transaction.

9.5 Payments

Unless Overstock Trader is expressly acting as the Buyer of Record or Seller of Record, Overstock Trader is not responsible for collecting, receiving, holding, financing, or guaranteeing payments between the contracting parties.

Payment obligations remain solely between the parties to the transaction.

ARTICLE X

 

Allocation of Responsibility

 

10.1 General Principle

The purpose of these Terms is to clearly define the responsibilities of Overstock Trader and the parties participating in a transaction.

Except where Overstock Trader expressly agrees in writing to act as the Buyer of Record or Seller of Record, Overstock Trader facilitates commercial transactions but does not become a contracting party to those transactions.

10.2 Responsibility for Inventory

The party offering Products for sale remains solely responsible for:

• ownership;
• authority to sell;
• inventory descriptions;
• quantities;
• manifests;
• product condition;
• authenticity;
• regulatory compliance;
• warranties;
• representations; and
• all obligations relating to the Products.

10.3 Responsibility for Purchase

The purchasing party remains solely responsible for:

• evaluating the opportunity;
• conducting any desired due diligence;
• payment;
• freight arrangements unless otherwise agreed;
• insurance;
• taxes;
• regulatory compliance applicable to the purchaser;
• acceptance of Products; and
• all obligations assumed under the transaction.

10.4 Responsibility of Overstock Trader

Overstock Trader is responsible for performing the Inventory Recovery Services it has agreed to provide.

Those services may include:

• evaluating inventory opportunities;
• developing recovery strategies;
• identifying qualified Buyers;
• presenting inventory opportunities;
• facilitating communications;
• assisting commercial negotiations;
• coordinating logistics;
• coordinating inspections;
• assisting with documentation;
• providing commercial guidance;
• and supporting the transaction process.

Unless Overstock Trader expressly agrees otherwise in writing, Overstock Trader does not assume the contractual obligations of the parties.

10.5 Preservation of Rights

Nothing contained in these Terms limits, waives, or otherwise affects the legal or contractual rights that the contracting parties may have against one another.

These Terms allocate Overstock Trader’s role in the transaction.

They do not alter the contractual relationship between the parties purchasing and selling inventory.

ARTICLE XI

Disputes

11.1 Transaction Disputes

Where Overstock Trader acts solely as an Independent Facilitator, disputes relating to the transaction remain between the contracting parties.

Such disputes may include, without limitation:

• payment;
• non-payment;
• inventory shortages;
• quantity disputes;
• product condition;
• damaged merchandise;
• inaccurate descriptions;
• inaccurate manifests;
• product authenticity;
• warranty claims;
• breach of contract;
• fraud;
• negligent misrepresentation;
• freight claims;
• title disputes;
• recalls;
• regulatory compliance; and
• similar transaction-related matters.

The contracting parties retain all legal rights and remedies available under applicable law and their transaction documents.

11.2 Assistance With Resolution

Overstock Trader values long-term business relationships and may, at its sole discretion, assist the parties in resolving disputes by:

• facilitating communications;
• reviewing documentation;
• coordinating discussions; or
• proposing commercially reasonable solutions.

Such assistance is voluntary and provided solely as a customer service.

Providing such assistance does not:

• create a legal duty;
• constitute arbitration or mediation;
• make Overstock Trader a party to the dispute; or
• create liability for Overstock Trader.

11.3 Overstock Trader Disputes

Any claim arising directly from Overstock Trader’s own conduct or the services Overstock Trader agreed to perform shall be governed by the remaining provisions of these Terms.

ARTICLE XII

Limitation of Liability

12.1 Our Responsibility

Overstock Trader is responsible for providing the Inventory Recovery Services it expressly agrees to provide.

Except where Overstock Trader expressly agrees in writing to purchase or sell Products as a contracting party, Overstock Trader does not assume responsibility for the contractual obligations undertaken by the parties to a transaction.

12.2 Third-Party Performance

Overstock Trader is not responsible for the acts, omissions, or performance of third parties, including Buyers, Sellers, carriers, freight providers, warehouses, inspectors, financing sources, customs brokers, or other service providers participating in a transaction.

Responsibility for each obligation remains with the party undertaking that obligation.

12.3 Limitation of Damages

To the fullest extent permitted by applicable law, Overstock Trader shall not be liable for indirect, incidental, special, consequential, exemplary, or punitive damages arising from the use of its services, including but not limited to:

• lost profits;
• loss of business opportunities;
• business interruption;
• loss of goodwill;
• loss of anticipated savings; or
• similar commercial losses.

Nothing contained in this section limits liability that cannot legally be limited.

12.4 Maximum Liability

Except where prohibited by law, Overstock Trader’s aggregate liability arising from its services shall not exceed the greater of:

• the total fees paid directly to Overstock Trader in connection with the transaction giving rise to the claim; or
• One Hundred United States Dollars (US $100.00).

This limitation does not apply to obligations Overstock Trader expressly assumes as the contracting purchaser or contracting seller, or to Overstock Trader’s own fraud or willful misconduct.

ARTICLE XIII

Protection of Overstock Trader’s Business

13.1 Business Relationships

Overstock Trader has invested substantial time, resources, and expertise in developing its Buying Network, customer relationships, sourcing relationships, and inventory recovery capabilities.

These relationships and business methods are valuable assets of Overstock Trader.

13.2 Non-Circumvention

Where Overstock Trader introduces an inventory opportunity or facilitates a transaction, the parties agree not to intentionally circumvent Overstock Trader for the purpose of avoiding compensation earned by Overstock Trader.

Nothing in this section prevents the parties from enforcing their legal rights against one another or from conducting future business relationships that are independent of Overstock Trader’s involvement.

13.3 Intellectual Property

All trademarks, service marks, logos, trade names, website content, presentations, marketing materials, databases, reports, graphics, and other intellectual property owned by Overstock Trader remain the exclusive property of Overstock Trader.

No rights are transferred except as expressly provided in these Terms.

13.4 Use of Information

Overstock Trader may retain information relating to inventory opportunities, completed transactions, and business communications for legitimate business purposes, including:

• maintaining business records;
• providing future services;
• legal compliance;
• improving operations;
• maintaining customer relationships; and
• other commercially reasonable business purposes.

Except as otherwise provided in these Terms or required by law, Overstock Trader will not sell confidential business information to unrelated third parties.

ARTICLE XIV

General Terms

14.1 Governing Law

These Terms shall be governed by the laws of the Commonwealth of Massachusetts without regard to its conflict of law principles.

14.2 Dispute Resolution

Before initiating arbitration or litigation against Overstock Trader, the parties agree to make commercially reasonable efforts to resolve disputes through good-faith discussions.

Except where prohibited by law, disputes involving Overstock Trader that cannot be resolved informally shall be resolved through binding arbitration.

This Article applies only to disputes involving Overstock Trader and does not affect disputes between Buyers and Sellers.

14.3 Assignment

Neither party may assign its rights or obligations under these Terms without the written consent of the other, except that Overstock Trader may assign these Terms in connection with a merger, acquisition, corporate restructuring, or sale of substantially all of its assets.

14.4 Force Majeure

Neither party shall be liable for delays or failures resulting from events beyond its reasonable control, including natural disasters, acts of government, labor disputes, pandemics, transportation disruptions, cyber incidents, utility failures, or other events that could not reasonably have been prevented.

14.5 Severability

If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

14.6 No Waiver

Failure by Overstock Trader to enforce any provision of these Terms shall not constitute a waiver of that provision or any other provision.

14.7 Entire Agreement

These Terms govern the general commercial relationship between Overstock Trader and the parties using its services unless superseded by a separate written agreement applicable to a specific transaction.

If a conflict exists between these Terms and a separately executed written agreement, the written agreement controls with respect to the subject matter addressed in that agreement.

14.8 Survival

The following provisions survive termination of these Terms:

• payment obligations;
• limitation of liability;
• intellectual property;
• non-circumvention;
• dispute resolution;
• governing law;
• and any provision that by its nature should survive termination.

14.9 Updates to These Terms

Overstock Trader may update these Commercial Terms of Business from time to time.

The most current version will be posted on Overstock Trader’s website and will become effective on the stated Effective Date.

14.10 Contact Information

Questions regarding these Terms may be directed to:

Overstock Trader LLC

Email: info@overstocktrader.com

Website: Overstocktrader.com

ARTICLE XV

Additional Commercial Provisions

15.1 Information Provided by Third Parties

Overstock Trader relies upon information provided by Buyers, Sellers, manufacturers, distributors, logistics providers, warehouses, and other third parties.

Unless Overstock Trader is acting as the contracting purchaser or contracting seller, Overstock Trader does not independently verify every statement, document, manifest, inventory count, photograph, specification, or representation provided by others.

While Overstock Trader may review, organize, summarize, or discuss such information as part of its Inventory Recovery Services, Overstock Trader is entitled to rely upon information supplied by the party providing it unless Overstock Trader has actual knowledge that the information is materially inaccurate.

15.2 Inspection Rights

Unless otherwise agreed in writing, Buyers are responsible for determining whether they wish to inspect inventory before completing a transaction.

Inspection opportunities, where available, are offered as a commercial convenience and do not shift responsibility for the inventory from the Seller to Overstock Trader.

If a Buyer elects to waive an available inspection, that decision remains the Buyer’s own commercial decision.

15.3 Changes in Inventory

Inventory opportunities frequently change before completion of a transaction.

Products may be sold, allocated, relocated, consumed, damaged, repacked, counted, or otherwise change in quantity or condition before a transaction closes.

Accordingly, Overstock Trader does not guarantee that inventory presented to prospective Buyers will remain available until a purchase agreement is executed.

15.4 Right to Decline Transactions

Overstock Trader reserves the right to decline to represent, continue marketing, or facilitate any inventory opportunity at any time where Overstock Trader determines that doing so would be inconsistent with:

• applicable law;
• contractual obligations;
• ethical business practices;
• brand protection objectives;
• customer requirements;
• safety concerns;
• reputational considerations; or
• Overstock Trader’s legitimate business interests.

Overstock Trader shall have no obligation to explain the basis for such decision.

15.5 No Exclusivity

Unless expressly agreed in writing, neither Overstock Trader nor any Buyer or Seller enters into an exclusive relationship by participating in a transaction or the Buying Network.

Overstock Trader remains free to represent multiple Buyers, multiple Sellers, and multiple inventory opportunities, including opportunities involving similar products, provided Overstock Trader honors any written confidentiality or exclusivity commitments it has expressly accepted.

15.6 No Fiduciary Duty

The parties acknowledge that Overstock Trader operates as an independent commercial business providing Inventory Recovery Services.

Nothing contained in these Terms creates a fiduciary duty owed by Overstock Trader to any Buyer or Seller.

Each party remains responsible for protecting its own commercial interests and exercising its own independent business judgment.

ARTICLE XVI

 

No Obligation to Complete a Transaction

 

16.1 Negotiations

Discussions, inventory reviews, pricing conversations, offers, counteroffers, recovery estimates, inventory presentations, and other communications are part of the ordinary negotiation process.

Unless a definitive written agreement has been executed by the applicable parties, neither Overstock Trader nor any Buyer or Seller is obligated to complete a proposed transaction.

16.2 Withdrawal

Any party may withdraw from negotiations before execution of a binding written agreement unless otherwise agreed in writing.

Overstock Trader shall not be liable for costs or losses arising from a party’s decision not to proceed with a proposed transaction.

16.3 Inventory Opportunities

Submission of inventory to Overstock Trader does not obligate Overstock Trader to market the inventory or guarantee that Overstock Trader will identify a Buyer.

Likewise, receipt of an inventory opportunity by a Buyer does not create any obligation to submit an offer or complete a purchase.