Membership:
You are required to register as a Member, through our online form, to access the Sorcity web site or professional services. All Members must represent a company, organization or government, and must enter only valid information in our membership form, including a username and password. This service is not for consumer use.
Buyer Members are those who agree to this contract in order to post goods or services out for bid in our online forum. Every posting must be a valid and near-term purchase need that you intend to award, or it should not be posted until it becomes such. Sorcity is not a "quote only" service and our commitment to Sellers is that we will not request Seller resources or bids unless the opportunity is valid. Please help us maintain the integrity of our service by only posting valid Events.
Seller Members are those who agree to this contract in order to place bids in Online Bid Events for goods and services posted by Buyer Members on Sorcity. Entering a bid in an Event is a firm offer to sell, at your Lowest Bid placed, that which the buyer has listed in their Online Bid Event, and an acceptance of the Buyer's Terms & Conditions contained there-in. Seller Members may also access Sorcity to reduce the price they pay on goods and services purchased, to improve their competitive position.
All accounts are subject to our review if it is determined by us, in our sole discretion, that you may have violated any provision in this Member Agreement and such review may result in the temporary or permanent suspension of your account. For Buyers this can mean the loss of access to our vast resources to save you time and money, and for Sellers, this can mean the loss of access to millions of dollars in new business. Sorcity, reserves the right, in our sole discretion to refuse membership and/or to suspend a Member's account.
Member Terms & Payment:
As a Buyer Member, continued use of the basic service is provided at no charge, providing you agree to the terms in this agreement, and to any exception that is mutually agreed-to in writing, prior to engaging our services. You agree:
- That each posting of an Event is a valid purchase need, for a quantity and term specified that you intend to purchase, and that you will select a Seller through Sorcity, in a timely manner, provided your confidential Sincerity Price is met by a qualified Seller, even where that Seller is your current supplier.
- Not to accept bids outside your Sorcity Online Bid Event, including from your current supplier, so that all Sellers are treated equally. If a supplier has already provided you with a bid, prior to your request of Sorcity to facilitate bids, then you agree to inform each such Seller that their bid is not acceptable and they must re-bid through your Sorcity Online Bid Event. This maintains bidding integrity, reduces your time, and ensures better results.
- To inform any Seller you are in contact with regarding this posting that you do not plan to show preferential treatment to any Seller and they must bid through your Sorcity Online Bid Event if they want to be considered for your business.
- To accurately, honestly and promptly address all questions submitted by Sellers, or by Sorcity, once each request is posted, before, during and after the active bidding period, or provide a backup person to do so.
- To be available, or provide a backup, just prior to and immediately following the end time of your Event, to review the results with Sorcity.
- To promptly contact, review and award a qualified Bidder who bid at or below your confidential Sincerity Price, once the Event ends and according to the Key Dates posted.
- That if you find none of the Bidders who met your Sincerity Price qualified, you will provide Sorcity evidence that the suppliers were given the opportunity to demonstrate they are qualified and substantiate how you determined each was not qualified.
- That changes to an Event award will not result in a materially lower award value than what was bid.
- To begin ordering from the awarded Seller once the award term, specified in the Event, begins.
- To provide Sorcity, within 30 days if requested, the volumes and value of business ordered from the Seller.
Qualification: We understand that the Buyer may need further interaction with a Bidder before that Seller is considered "qualified." Following such interaction, if the Buyer has no valid reason preventing award, or has not allowed the Seller sufficient opportunity to prove they can perform, the buyer may be deemed by Sorcity responsible for the fee.
Quote Only: If your purchase is uncertain, or dependent on knowing bid prices, and you wish to receive bids through Sorcity, then an exception may be provided for by Sorcity, but would require that a pending award is disclosed to Sellers. This is seldom allowed and would require the Buyer to pay a fee to Sorcity in order to cover administration costs, if an award is not eventually made within 60-days of the Event end date, or otherwise agreed date. If same or similar business is provided to a Sorcity bidder within the subsequent 12-months of the Event end date, then the Buyer and Seller will recognize the Online Bid Event and award through it, even if a price or volume change has occurred.
Payment Option: If desired, the buying organization may elect to pay the Sorcity fee, in full or part, instead of the Seller.
As a Seller Member, continued access to bid on opportunities listed with Sorcity is permitted, providing you agree to the terms in this agreement, and to any exception that is mutually agreed-to in writing, prior to engaging our services. You agree:
- To all the terms and conditions specified in the Online Bid Event, before placing a bid, or have received an approved exception through the Sorcity Question & Answer feature within the Event, for which you intend to bid.
- Not to contact the Buyer during or after the Event, regarding the Event opportunity, until the Buyer contacts you.
- That no bids will be placed until all questions and/or assumptions you have are resolved.
- That the goods or services you provide as part of your bid meet or exceed the Buyers requirements stated in the Event.
- Not to enter a bid below what you are able and willing to sell the entire purchase request stated in the Event.
- To honor your bids for the duration of the award process, but not less than 60 days after the Event has ended.
- To notify Sorcity 10 days in advance of any bid expiration date, provided the Event has not yet been awarded.
- To respond to the Buyers request for samples, information, or meetings, promptly and by the dates stated in the Event.
- To honor your prices, discounts, and percent mark-up's, for the duration of the term stated in the Event, if you are awarded.
- To all the terms and conditions of any over-time fee payment accepted, on Events where that option is offered.
- To promptly contact the Buyer, within 3-days of Sorcity sending your award email, to complete the award process and any formal documentation provided for in the Event, or agreed to between all parties, within 30-days, unless otherwise agreed to in writing.
- To pay the fee posted in the Event (also presented each time you place a bid), or any adjusted fee based on an adjusted award, or according to any payment terms offered, in full within 30 days after the buyer has awarded you, as recognized by the Sorcity award email sent to you, unless other arrangements are agreed to between Sorcity and the Bidder, in writing, prior to you placing your bid online.
- That payment of the Sorcity fee is not dependent on a purchase order or contract between the Buyer and Seller since the refund policy protects the Seller.
- Not to discuss this Event with competitors, especially pricing, before, during or within 30 days after the award has been made. Sorcity does not tolerate price collusion, bid tampering, or any activity that can be interpreted as such, and will request an investigation where there are strong indications of such.
- Not to communicate, outside of your company, information marked by Sorcity as Confidential, or Sorcity fees or payment options offered.
- To provide Sorcity, within 15-days of request, a complete and accurate report of the volumes and value of orders fulfilled, and orders not able to fulfill, for the Event requested, and help resolve order and sales discrepancies between the Buyers report and Sellers report, at no charge, within a 30-day time frame, or pay the fee value of the greater report.
Fee Adjustments: The Sorcity Fee will be adjusted up or down, proportionally, by the same percent as the originally accepted Event Fee is to the final online bid dollar amount awarded to the Seller, when the following occur, for each occurrence:
- When the final awarded value materially changes due to the Buyer materially altering the award, resulting in the award value changing, such as an increase or decrease of units needed.
- When there is an increase in the value of business received by the Seller within a term, either from items listed in the Event, or other items in the same general category.
- When there is an extension or continuation of business received beyond the first term awarded, where the Buyer has not formally awarded a second-term renewal to the Seller, equal to the first term, and the Seller continues to provide goods or services to the Buyer. The Seller is encouraged to work through Sorcity to secure a second term renewal, so there is not an open-ended extension of business. Additional business is reported by the Seller to Sorcity within 15-days of the end of each quarter so an invoice can be generated for each quarter business continues without a second term award.
Fee Refund Policy: Sorcity advises Buyers to not overstate their purchase needs so Sellers can quote appropriately and can count on the value ultimately bid. If a Buyer does not purchase up to eighty percent of the awarded bid value, Sorcity will refund to the awarded Seller, that portion of their Sorcity fee that is equivalent to the percent not purchased by the Buyer, provided the Buyer is not providing a term extension to make up for the value not yet purchased, and the Seller has requested an extension from the Buyer, and Sorcity, 30 days prior to the term end date, and provided the Seller has complied with all the terms of this agreement and corrected any performance problems identified by the Buyer. This refund policy applies only if the fee was paid to Sorcity in full, within the first thirty days it is due, or according to an alternate payment over time option agreed-to, if provided, and if the Seller complies with the Notification section below, so that Sorcity can assist in preventing award cancellation.
Renewals: If the Buyer awards the Seller a second term, then a second term fee, equal to the first term, is due Sorcity, providing the second term is equivalent in value, otherwise the Sorcity Fee will be adjusted up or down, proportionally, by the same percent as the originally accepted Fee is to the final online bid submitted by that Seller. No Sorcity fee is due for terms awarded beyond the second term. If the Seller pays Sorcity within thirty days of the first term invoice date, and within thirty days of the second term invoice date, then the second term fee will be reduced by fifty (50%) percent, providing greater margins to the Seller. A renewal term is equal to the first term unless otherwise agreed-to by all parties.
Payment Terms: Payment of any amounts charged must be paid within 30 days of the invoice date, unless otherwise agreed-to in writing, or be subject to a late fee of no less than $75.00, and up to 5% of the fee value (or the highest interest rate permitted by law, if less), for each 30 days late. Sorcity reserves the right to waive or refund fees, in its sole discretion. All fees are due in U.S. dollars and will be invoiced electronically. You agree to pay a $150.00 fee for any returned checks. Payments not received by Sorcity within 90-days will result in default and you will be subject to full penalty fees. Payment over time options, provided by Sorcity, must be approved by someone with check-signing authority.
Penalty Fee: Failure to perform according to the terms in this agreement may result in Sorcity canceling or suspending your account. In addition, a Penalty Fee from $500.00 up to $5,000.00 may be charged for each infringement. Usually higher fees are imposed when Sorcity has conducted our professional services to prepare for, perform, or manage an Online Bid Event, or for bid or performance infractions more serious in nature.
Performance:
All Members agree to exercise good business ethics and honesty when accessing Sorcity. Online Bid Events with Sorcity can range typically from one hundred thousand up into the millions of dollars. Due to the fee structure, bid increments and commercial purpose of this service, Events below $100,000 are provided for only on an exception basis.
Confirmation: Buyers agree to provide their Sorcity online award not more than 3-business days after the Key Dates outline in their Event, unless notice is provided and accepted in advance. Sellers agree to provide their Sorcity online award confirmation not more than 3- business days after Sorcity award notice is provided, unless notice is provided and accepted by Sorcity in advance.
Fulfillment: Sellers who are unable to provide orders, in full or part, recognize this as a performance problem and also accept that the value not able to deliver is counted as part of the Buyer fulfilling the full award value and Seller may not recover this lost award value unless the Buyer allows for that.
Termination: At any time, during the award process or while business is being conducted, Sellers who fail to perform according to the Sorcity Member Agreement, and the Buyers documented requirements, provide grounds for the Buyer to terminate the award without further liability associated with the award, unless the Seller is able to correct the performance, and provide documentation to validate the correction, within the 30-day correction period that may be provided for by the Buyer. If this correction does not occur, or is not provided for, the Seller will remain responsible for the Sorcity fee and will be eligible for an additional performance penalty fee up to the Event fee amount. The Buyer will make unused inventory available for Seller to pick up within 10-days and will work with Sorcity to review the next Bidders who participated in their Event for a subsequent award.
Notification: Supplier must document performance problems identified and corrective measures to be taken, followed by the results of those measures, and provide notice to Sorcity and Buyer within 15-days of each, in an effort to prevent contract termination.
Completion: If a Buyer does not fulfill the dollar value of the award to the Seller, within the term provided, and there are no uncorrected Seller performance problems previously documented to Sorcity, then the Buyer agrees to extend the term of the award until at least 80% of the awarded value is provided to the Seller, but preferably up to the full award value, even if it means the Buyer is purchasing items not listed in the event in order to compensate. If this extension is not provided for, then the Buyer agrees to pay Sorcity that portion of our fee that will need to be refunded back to the awarded Seller.
Accuracy: Member agrees to provide complete and accurate information to Sorcity in order to avoid surprises, rework, and ensure time spent on behalf of Member is meaningful. Exceptions may be provided by Sorcity if deficiencies are known in advance.
Compliance: Where a Buyer and Seller do not need, or yet have, a purchase order or contract in place for the award, this Membership Agreement along with the terms and content listed in the Event, will act as the formal agreement between Buyer and Seller, and will remain so even after a purchase order or contract is in place.
Renewals: Member agrees to promptly respond to Sorcity's inquiries regarding performance of an award term and second term renewal interests and information.
Remuneration: If a Buyer engages Sorcity to begin preparations on an Online Bid Event, but later decides not to complete our bid process, then a fee of $500-2,500 will be assessed the Buyer. This does not apply to initial discussions, but automatically applies once the Buyer sends Sorcity details about the purchase need. This is intended to secure a follow-through commitment prior to Sorcity conducting work.
Non-Disparagement: Members agree not to misrepresent or disparage Sorcity, its' methods, policies, fees, or terms of this agreement, to any party.
Online Bid Procedures:
Membership is open to all purchasing organizations world-wide who agree to comply with the Sorcity, Inc. Membership Agreement governed under United States law and who accept that all bidding represented and fee payments made to Sorcity are in US dollars.
Bidding: All bids are final once submitted. In the event of a gross mistake entering a bid, you must contact Sorcity immediately, however, there is no guarantee that Sorcity will not assess a penalty fee, or that the Buyer will accept a retraction of an incorrect bid. A confirmation screen provides you the convenience of validating your bid one last time before entering it. Sorcity is not responsible for bids not being processed or not being accepted due to technical difficulties.
Bid Increments: As the bidding occurs the ceiling drops, so only lower bids are accepted (per the increment schedule below). Therefore, you should bid early to ensure your name is on the bid list. The bid incremented schedule is as follows:
$200 reduction increments for bids below $50,000
$500 reduction increments for bids between $50,001 and $500,000
$1,000 reduction increments for bids between $500,001 and $2,000,000
$3,000 reduction increments for bids above $2,000,001
Bidding: The Current Bid is not necessarily the Lowest Bid. It is only low enough to outbid all other Sellers. If you place a bid that is lower than the Current Bid, but not lower than that bidders Lowest Bid (a confidential bid), you will be informed you have been outbid and the new Current Bid will become one increment below your Lowest Bid. In the event two bids of equal amount are entered, the earlier bidder will be assigned that bid.
Example: If Seller A places a Low Bid of $600,000, and Seller B places a Low Bid of $580,000, Seller B's Current Bid will be 599,000 ($1,000 less than Seller A's bid). If Seller C places a Low Bid of $590,000, Seller C will be informed they are outbid, since a lower bid was placed earlier. The new Current Bid shown for Seller B will be $589,000 ($1,000 less than Seller C's bid). Through this process, Seller B's Final Bid will only have to be low enough to outbid all other Sellers. This also protects each Seller's Lowest Bid from being known until another Seller submits a lower bid. Lowest Bidders do have the opportunity to reveal a lower bid than their bid showing, where they would like to put some distance between them and the next lowest bidder. Sorcity must be contacted to enable this prior to bid end.
Auto Bid Time Extension: Event closing times will be automatically extended by ten (10) minutes if a new bid is received within the last ten (10) minutes of the scheduled closing time. This extension will repeat until no more bids are submitted during such last ten (10) minute periods, or until Sorcity establishes a final end time. Sorcity reserves the right to extend, or temporarily suspend, any or all Online Bid Event's in progress at any time at its discretion, which usually occurs if a technical problem is identified or the Buyer needs an exception. The Buyer may elect not to allow the Auto Bid Time Extension feature.
All sales and delivery disputes are to be settled directly between the Buyer and Seller, while including Sorcity on the communication and resolution so we are informed and can assist as appropriate.
Sellers that sign-up for, and bid in a specific Online Bid Event, must be qualified Sellers that have agreed to the Terms & Conditions of the posted RFQ and therefore represent to the Buyer that they are able to provide the product, commodity or service identified at the bid price ultimately determined in the Online Bid Event.
The identities of all Bidders will not be revealed, during the Online Bid Event session, and are revealed online only to the Buyer when bidding ends, for those Bidders who were in a price range acceptable to the Buyer. The Buyer's identity may be revealed or kept confidential on the web site, as they desire.
Disclaimers
and Limitations on Liability:
Sorcity is providing Buyers and Sellers a space to conduct Online Bid Events through the Internet. Sorcity makes normal and customary effort to evaluate and ensure the representations made by the Buyer and Seller are as represented. Sorcity relies upon the information provided to it by the Buyer and Seller; therefore, Sorcity makes no representation as to the accuracy or completeness of the information provided by Buyers or Sellers using this service. Members should exercise due diligence in their use. YOU, AS A MEMBER, EXPRESSLY AGREE THAT YOUR USE OF SORCITY IS AT YOUR OWN RISK. SORCITY AND ITS SERVICES ARE PROVIDED "AS IS" AND ON AN "AS AVAILABLE" BASIS. WE EXPRESSLY DISCLAIM ANY AND ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND WARRANTIES ARISING FROM COURSE OF DEALING AND COURSE OF PERFORMANCE.
WE MAKE NO WARRANTY THAT SORCITY AND ITS SERVICES WILL MEET YOUR REQUIREMENTS, THAT SERVICE WILL BE SECURE. TIMELY, UNINTERRUPTED OR ERROR FREE. WE MAKE NO WARRANTY REGARDING ANY GOODS OR SERVICES PURCHASED BY WAY OF SORCITY OR ANY TRANSACTIONS ENTERED INTO THROUGH OUR SERVICES. WE MAKE NO WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF SORCITY AND ITS SERVICES OR AS TO THE ACCURACY, COMPLETENESS, OR SUITABILITY OF ANY INFORMATION OBTAINED THROUGH SORCITY AND ITS SERVICES.
SORCITY SHALL IN NO WAY BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, RESULTING FROM YOUR USE OR INABILITY TO USE SORCITY AND ITS SERVICES, OR FOR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES OR RESULTING FROM ANY GOODS OR SERVICES PURCHASED OR OBTAINED, OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH SORCITY AND ITS SERVICES OR RESULTING FROM ANY ALTERATION, MIS-DELIVERY OR MISCOMMUNICATION OF DATA, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, USE, DATA OR OTHER INTANGIBLE PROPERTY, EVEN IF SORCITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. REGARDLESS, IN NO EVENT SHALL SORCITY'S LIABILITY TO YOU EXCEED THE AMOUNTS ACTUALLY PAID BY YOU TO SORCITY DURING THE SIX (6) CONSECUTIVE MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY.
Conflict Resolution:
Governing Law: This Member Agreement shall be construed in accordance with the laws of the State of Texas, without regard to the choice of law provisions, statutes, regulations or principles of this or any other jurisdiction.
Conflict Resolution: Any claim controversy that arises out of or related to this Member Agreement, or the breach of it, will be settled by arbitration in accordance with the rules of the American Arbitration Association. Judgment upon the award rendered may be entered in any court possessing jurisdiction.
Indemnification and Release:
You agree to indemnify, defend and hold Sorcity, and its affiliates, subsidiaries, parents, shareholders, directors, officers, employees, attorneys, agents and representatives, harmless from any and all claims, losses, damages, taxes and liabilities or expenses of any kind (including attorney's fees) that may be incurred by Sorcity, and its affiliates, subsidiaries, parents, shareholders, directors, officers, employees, attorneys, agents and representatives, resulting from your use of Sorcity and its services, your breach of this Member Agreement, any infringement of any intellectual property or other right of any person or entity by you or other user of Sorcity and its services using your computer and/or any intentional wrongdoing by you. Any such indemnification shall be conditioned on our notifying you of such claim, demand, cost, action, liability, loss or threat thereof in writing within a reasonable time, cooperating with you in the defense or settlement thereof, and allowing you to control such defense or settlement. Sorcity will be eligible to participate in such defense at our own cost or expense.
Miscellaneous:
The headings in this Member Agreement are used solely for the reference purposes and have no legal or contractual significance. Sorcity's failure to exercise or enforce any rights or provisions of this Member Agreement upon a breach by you or others will not and does not waive Sorcity's rights to act with respect to similar or subsequent breaches. If any provision of this Member Agreement is held to be contrary to law by a court of competent jurisdiction then such provision will be construed, as nearly as possible, to reflect the intent of the parties and the remaining provisions will remain in full force and effect. This Member Agreement and any web pages or other writings incorporated herein by reference sets forth the entire understanding of the parties with respect to the subject matter herein.
Registration:
Along with the Online registration affirmation to comply with this agreement, Sorcity requires this be printed and signed by a company representative with contract signing authority, and be faxed back to Sorcity at 972-767-0675.
Signature: _______________________________________
Please fax ALL pages.
Print Name: _______________________________________
Company Name: ___________________________________
Title with Company: ________________________________
Date: ____________________________________________
