BY CHECKING THIS BOX, I EXPRESSLY AGREE THAT I AM PROVIDING THE LEGAL EQUIVALENT OF MY DIGITAL SIGNATURE AND AGREE TO CENTRAL SURPLUS INC.'S STANDARD TERMS AND CONDITIONS OF PURCHASE. I EXPLICITLY ACKNOWLEDGE AND ACCEPT THAT ESTIMATES ARE PROVISIONAL, FINAL LOT OFFERS ARE CONSOLIDATED WITHOUT LINE-ITEM BREAKDOWNS, AND PARTS ARE NON-RETURNABLE ONCE RECEIVED.
CENTRAL SURPLUS INC. – STANDARD TERMS AND CONDITIONS OF PURCHASE Effective Date: June 2026
These Standard Terms and Conditions of Purchase (the "Agreement") govern all purchases, offers, valuations, and transactions between Central Surplus Inc., a New York Corporation ("Buyer", "Central Surplus", "we", or "us"), and any individual or entity offering to sell parts, lots, or equipment to us ("Seller" or "you").
BY CHECKING THE "I AGREE" BOX OR SUBMITTING ANY MATERIAL, PARTS LIST, SPREADSHEET, OR CONTACT FORM TO CENTRAL SURPLUS, YOU EXPRESSLY AGREE TO BE BOUND BY ALL TERMS OF THIS CONTRACT OF ADHESION WITHOUT MODIFICATION. IF YOU DO NOT AGREE, DO NOT SUBMIT YOUR MATERIALS OR SHIP PARTS TO CENTRAL SURPLUS.
1. Intake Method and Valuation Structure
Seller acknowledges that Central Surplus utilizes a two-tier procurement process designed to ensure fair, accurate physical auditing. Seller agrees to be bound by the specific track governing their transaction:
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Track A: "Priced Offer Lot" (Data-Dependent Estimates): Any initial pricing, quote, or offer communicated by Central Surplus via email, phone, or text based on a spreadsheet, parts list, description, or photograph provided by the Seller is a non-binding, conditional estimate only. Central Surplus incurs zero liability and has no obligation to honor an initial estimate if the physical inventory reveals discrepancies in part numbers, quantities, manufacturer packaging, wear, authenticity, or physical condition.
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Track B: "Blind Bid Lot" (Direct Shipments): If Seller ships parts to Central Surplus without documentation or prior written estimates, Seller requests and authorizes Central Surplus to physically inventory the lot and establish a definitive, final purchase price.
2. Physical Inspection, Final Valuation, and Finality of Transaction
Upon receipt of any lot (Track A or Track B), Central Surplus will conduct a thorough physical audit and inventory assessment using our proprietary evaluation systems.
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The Single Final Offer: Central Surplus, in its sole and absolute business discretion, will issue a single, consolidated Final Offer to the Seller based on actual physical counts, conditions, market volatility, and retail packaging presence.
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No Line-Item Breakdowns: To protect the trade secrets, valuation algorithms, and commercial integrity of Central Surplus's proprietary inventory software, Central Surplus provides a single-figure Final Offer only. Central Surplus does not provide line-item, part-by-part, or individual price breakdowns to Sellers.
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No Re-Negotiation and Finality: Seller explicitly acknowledges that Central Surplus invests significant administrative time, labor, and capital into receiving, unboxing, sorting, testing, and indexing these lots. Therefore, Central Surplus does not engage in post-inventory negotiations or piecemeal disputes. The Final Offer represents the final purchase price.
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Waiver of Property Return: Seller explicitly agrees that under no circumstances will Central Surplus return, reship, or repatriate any parts or lots once they have been received at our dock. If Seller rejects or disputes the Final Offer, or fails to accept payment within thirty (30) business days, the parts shall immediately be deemed Abandoned Property, and full title and ownership shall automatically vest in Central Surplus without further compensation or liability to Seller.
3. Transfer of Title, Ownership, and Risk of Loss
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Delivery and Risk of Loss: Regardless of whether Central Surplus provides a prepaid shipping label or the Seller pays for transit, Seller bears all risk of loss, damage, or destruction during transit. Central Surplus is entirely exempt from liability for items damaged due to poor packaging, carrier negligence, or sorting accidents prior to arrival.
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Moment of Transfer: Legal title, ownership, and right of possession to all parts pass to Central Surplus the exact moment the shipment physically crosses our loading dock or intake facility ("Delivery"). By delivering items to Central Surplus, Seller completely and irrevocably forfeits any possessory lien or property claim over the goods.
4. Seller Representations and Strict Warranties
The Seller expressly represents, warrants, and guarantees to Central Surplus that:
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Clear Title: Seller is the sole legal and lawful owner of the parts, possesses unencumbered authority to sell them, and that the parts are free and clear of all liens, claims, security interests, or encumbrances.
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Legality and Authenticity: None of the parts are stolen, scavenged without authorization, counterfeit, or in violation of any intellectual property rights.
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Accuracy of Data: Any spreadsheet, digital document, or text description provided by Seller is accurate. Seller agrees to indemnify and hold Central Surplus completely harmless from any operational losses resulting from inaccurate data entry by the Seller.
5. Limitation of Liability and Release
TO THE MAXIMUM EXTENT PERMITTED BY NEW YORK LAW, CENTRAL SURPLUS INC., ITS OFFICERS, DIRECTORS, AND EMPLOYEES, SHALL NOT BE LIABLE TO SELLER FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF BUSINESS OPPORTUNITY, OR LOSS OF USE, ARISING OUT OF OR RELATING TO ANY QUOTE, AUDIT, INVENTORY DISCREPANCY, OR TRANSACTION. CENTRAL SURPLUS'S TOTAL AGGREGATE LIABILITY UNDER ANY LEGAL THEORY SHALL NEVER EXCEED THE PHYSICAL SCRAP OR WHOLESALE ACQUISITION VALUE OF THE DISPUTED PARTS AS DETERMINED BY CENTRAL SURPLUS.
6. Professional Communications, Dispute Resolution, and Transaction Confidentiality
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Proprietary Valuation Confidentiality: Seller acknowledges that Central Surplus utilizes proprietary market algorithms, real-time data analysis, and specialized internal software to evaluate lots. All initial estimates, internal intake data, and the single-figure Final Offers communicated by Central Surplus constitute proprietary commercial information and trade secrets. To protect the integrity of the secondary market and our software systems, Seller agrees to maintain strict confidentiality regarding all pricing offers and transaction communications and shall not publish, broadcast, or disclose these private business figures or operational methods to third parties.
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Direct Resolution Protocol: Central Surplus is committed to professional, fair, and efficient transactions. In alignment with this standard, both parties agree that any discrepancies, operational grievances, or dissatisfaction regarding final counts or valuations must be submitted directly and privately to Central Surplus Corporate Management via written notice at info@central-surplus.com. Both parties agree to act in good faith to resolve any issues internally and privately.
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Mandatory Private Arbitration and Fee-Shifting Waiver: To ensure a swift and cost-effective resolution, Seller agrees that any and all claims, disputes, or controversies arising out of or relating to this transaction shall be resolved exclusively through private, binding arbitration in the State of New York, County of Monroe County, administered in accordance with commercial arbitration rules. Seller expressly waives the right to file a lawsuit in any public court and waives the right to participate in any class action. In the event of an arbitration dispute, the prevailing party shall be entitled to recover all reasonable attorneys' fees, arbitrator costs, and legal expenses from the non-prevailing party.
7. The Central Surplus Efficiency and Fast-Track Payment Guarantee
To provide a streamlined, hassle-free liquidity service for sellers looking to offload parts without the traditional burdens of commercial distribution, Central Surplus provides the following guarantees:
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As-Is, Friction-Free Processing: Central Surplus absorbs the labor, sorting, and organizational costs of indexing your parts. Seller is entirely relieved of any restocking fees, reverse-logistics coordination, or return shipping headaches.
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Fast-Track Disbursement: Central Surplus understands that cash flow is critical to our sellers. We guarantee that within 5 business days of Seller's digital or explicit acceptance of the Final Offer (or upon automatic vesting under Section 2), Central Surplus will initiate payment via Credit Card or other digital payment methods.
8. Governing Law and Severability
This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of New York, without regard to conflict of law principles. If any provision of this Agreement is found by an arbitrator or court of competent jurisdiction to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
