Terms of Service

1. Acceptance and Eligibility

These Terms of Service form a binding agreement between you and Ultimate Recycling Inc. (“we,” “us,” the “Platform”). By creating an account, making an offer, submitting a listing, or otherwise using the Platform, you accept these terms and the Marketplace Agreement, which is incorporated by reference.

This is a business-to-business platform. To hold an account you must be acting on behalf of a business entity and be authorized to bind that entity. Individual consumers are not eligible to transact. You must be at least 18 years old.

You consent to transact electronically. Your acceptance of these terms is recorded with the version you accepted and the date you accepted it.

2. Accounts and Verification

2.1 Account security

You are responsible for the confidentiality of your credentials and for all activity under your account. Notify us promptly at ultimaterecyclinginfo@gmail.com if you believe your account has been compromised.

2.2 Large offers

There is one kind of buyer account, and no limit on what a single offer may commit you to. You may begin making offers once you have verified your email address and put a payment method on file. Any expected spend you state when you register is informational only.

An offer whose total for the lot — the unit price you offer multiplied by the listed quantity, before the buyer premium — is more than $10,000 is a large offer. A proxy maximum is measured at its full value. Before a large offer is placed we tell you that your account will be flagged as a high roller and ask for the name of your bank and your company. Once you give them, your offer is placed, and a member of our team may contact that bank to confirm it can cover a transaction of that size. We ask at most 3 times per account and once per listing, and after that we do not ask again.

A standing offer contract that could commit you to more than $10,000 on one lot asks the same when you save it. A contract you have not been asked about this way will not offer more than $10,000 on a lot until you have been asked 3 times.

Being flagged does not hold, delay, or cancel your offer, and whatever your bank tells us, every offer you make is binding and a listing you have won is always payable. The amount due adds the buyer premium and any fees to your offer's total.

2.3 Seller approval

To submit a listing, a seller account's company must have a registered business address and a business license document on file, unless we have granted a documented manual exception. We may verify these records at any time and may suspend listing ability if they are inaccurate or expire.

If one of our sales representatives signed your account up, they may list material on your behalf for 12 hours from the account's creation, and we may accept those submissions before the records above are on file. After that window the representative can no longer list for you. If a concierge lists material on your behalf before those records are on file, we may accept that one submission without them; that allowance is used once per company. Every other listing, by you or by our staff, must meet the requirement above. Our staff cannot accept these terms or the Marketplace Agreement for you — a listing made on your behalf still requires your own acceptance.

A Seller Free account may have at most 5 listings live at one time. Each lot in a multi-lot submission counts as one listing, and we will refuse a submission that would take you past that number. Seller Pro and Champion members have no such limit (Section 7).

We ask for an Employer Identification Number in the correct format during registration to confirm business status. We do not retain the EIN itself.

2.4 Payout readiness is separate

Seller approval and payout readiness are independent. Being approved to sell does not mean payout details are on file, and providing payout details does not confer seller approval.

3. Our Role in a Transaction

We operate a venue where sellers list scrap material and buyers make offers on it. We provide the offer mechanism, collect payment, arrange pickup transport using our own fleet, and remit seller proceeds after deducting our fees. When a buyer asks, we also load won material at our facility for the buyer's own carrier, or deliver it for a separately quoted charge (Section 9.4).

We do not inspect material for grade or authenticity, and we employ no inspector, appraiser, or certifying agent. Our driver records weights and photographs at pickup for operational purposes. Those records are not a certification, an appraisal, or a guarantee, and they do not change the price of a settled lot.

4. Fees

4.1 What fees are calculated on

Both fees are calculated on the lot value — the winning unit price multiplied by the listed quantity. For per-pound lots the quantity is the listed net weight (gross minus tare); for per-unit lots it is the listed skid count.

4.2 Seller commission

We deduct a commission from seller proceeds. For Seller Free the rate declines in one straight line, from 50% on the smallest lots to 15% at $1,000, and holds at 15% above that. Seller Pro sellers pay a fixed 15% on every lot, and a Champion selling through the Platform pays a fixed 10%.

Values between $0 and $1,000 are interpolated along the Seller Free line. Seller Pro and Champion rates do not vary with lot value.

4.3 Buyer premium

We add a buyer premium to the winning lot value: 2% for a Buyer Free account, 1% with an active Buyer Pro membership, and none (0%) with an active Champion membership. The buyer premium is flat and does not vary with lot size. It is charged in addition to the lot value, not deducted from the seller.

4.4 Rounding

Each rate is first rounded to the nearest one-hundredth of one percent, and the fee is then calculated from that rounded rate and rounded to the nearest cent. The percentage shown on your invoice is therefore the percentage you were actually charged, and you can reproduce the amount from it.

4.5 No other charges

Apart from the seller commission, the buyer premium, any membership subscription you elect (including a first month you choose to have deducted from your seller proceeds under Section 7), and a delivery you ask us to quote and then accept under Section 9.4 (including the cancellation fee described there), we charge no listing fee, transport fee, storage fee, or penalty. Loading material at our facility for your own carrier is free. If we introduce any additional fee we will do so by publishing an amended version of these terms under Section 17.

5. Payment

5.1 Buyer-initiated, within 24 hours

Payment is made by card through our payment processor, or by an approved offline method — Zelle, wire transfer, or Cash App — where we have enabled it for your account.

5.2 Review before a lot is marked paid

Every payment, whether by card or offline, creates a payment review record. A lot is marked paid only after we approve that review. Card payments are normally reviewed promptly; offline payments are reviewed once we confirm receipt of funds, which depends on your bank.

5.3 Seller proceeds and payout

Seller proceeds are held until the lot has been fulfilled. Once released, the seller submits a payout request and we settle it externally by the method on file. No payout is disbursed automatically. We do not commit to a settlement interval.

5.4 Failed, reversed, and disputed payments

If a payment fails, is cancelled, or is refunded, the lot returns to awarded status and the buyer may attempt payment again within a fresh payment window. If a chargeback or dispute is opened, we may place a hold on the related seller payout until the dispute is resolved. You agree not to initiate a chargeback without first contacting us.

Refunds, where we agree to issue one, are processed manually at our discretion. Apart from the cancelled-delivery refund described in Section 9.4, nothing in these terms creates a right to a refund, and no refund is ever automatic.

6. Non-Payment and Forfeiture

If the buyer with the accepted offer does not complete payment within the window in Section 5.1, the award is forfeited. The buyer loses the lot and any claim to the material unless an appeal is granted under Section 6.3. We do not charge a penalty for forfeiture. Repeated forfeiture is grounds for suspension under Section 16.

6.1 Second chance

After a forfeiture we may give the next eligible buyer a second chance at the lot: the buyer with an active account, other than the seller and the forfeiting buyer, whose highest offer or proxy maximum on the lot is the highest and meets any minimum price. The second chance is at that buyer's own highest offer or proxy maximum and stays open for 2 days. Accepting it is optional. A buyer who accepts becomes the winner and must pay within the window in Section 5.1, measured from acceptance. We give at most one second chance on a lot.

6.2 Automatic re-listing

If there is no eligible buyer, or the second chance is declined or expires, we re-list the lot once, automatically, at the same starting and minimum prices and for the same running time as the original listing. The re-listing opens about 1 hour later. If a re-listed lot is itself forfeited and no second chance on it is accepted, it is not re-listed again automatically, and the seller and our staff are notified.

6.3 Appealing a forfeiture

A buyer whose win was forfeited may appeal from their account within 7 days of the original payment deadline. Our staff review each appeal and may grant it, deny it, or ask for more information; the decision is at our discretion and is never automatic. A granted appeal reinstates the win with a fresh payment window under Section 5.1, withdraws any pending second chance, and withdraws a re-listing that is not yet live and has no offers. We cannot grant an appeal once another buyer has a claim on the lot — for example, where a second chance has been accepted, or the re-listing is live, has received an offer, or has a winner.

7. Memberships

Membership plans are optional paid monthly subscriptions billed through our payment processor. Without one, an account is on the Free plan for its side of the marketplace.

• Seller Free (no subscription) pays the Seller Free commission in Section 4.2 and may have at most 5 listings live at one time (Section 2.3).
• Seller Pro costs $300/month, pays the fixed Seller Pro commission in Section 4.2, has no live-listing limit, and includes one concierge visit per seller company as described below.
• Buyer Free (no subscription) pays the Buyer Free premium in Section 4.3, may hold offers on at most 5 listings that are still open at one time, and cannot hold standing offer contracts.
• Buyer Pro costs $199/month, pays the Buyer Pro premium in Section 4.3, has no limit on open offers, and may hold 1 active standing offer contract.
• Champion costs $449/month and is a combined membership that gives a single account both buyer and seller functions. It has no buyer premium, pays the fixed Champion commission in Section 4.2 when it sells, has no limit on open offers or live listings, may hold any number of standing offer contracts, and may request concierge visits without the one-visit limit.

Under the Buyer Free limit, a listing counts from your first offer on it until it closes, whether or not your offer is still the highest; raising your own offer on a listing you already hold does not count again.

A concierge visit is a request for our staff to visit your site. We decide whether and when to schedule a visit. The Seller Pro allowance is one visit per seller company for the life of the account; it is not renewed with the subscription, and a request we decline, or that is cancelled, does not use it.

Listing remains subject to the seller approval requirements in Section 2.3 regardless of membership.

Memberships renew automatically until cancelled. You may cancel at any time through the billing portal linked from your account. On cancellation, benefits continue through the end of the period you have already paid for and then stop. We do not prorate or refund partial periods.

The commission and buyer premium on a lot are fixed when the lot closes and is awarded — or, for a second chance under Section 6.1, when it is accepted — using the memberships active at that moment. A membership that starts, changes, or lapses afterwards does not change the fees on that lot.

Paying the first month from a sale. When one of our sales representatives lists material for your account (Section 2.3), you may choose, with them, to pay the first month of Seller Pro or Champion out of the sale instead of by card. This is offered once per account, only to an account on Seller Free, and only at the time of that listing. If you choose it:

• The lots in that listing are charged the commission of the plan you chose when they close, in place of the Seller Free commission. Lots you list afterwards are charged the Seller Free commission until a membership is active on your account.
• The plan's monthly price is deducted from the seller proceeds we pay you, as buyers pay for your lots. It is taken from any of your lots, not only the lots in that listing, and where one lot does not cover it the remainder is taken from the next. Your payout statement shows the deduction as its own line.
• Your account remains on Seller Free. Once the full amount has been deducted, you have 30 days to add a payment method from your dashboard. Adding one starts the membership as a monthly subscription under this Section; your payment method is first charged 30 days after you add it, and monthly after that until you cancel.
• If you do not add a payment method within that period, the offer ends and no membership starts. The lots in that listing keep the commission they were charged, and the amount deducted is not refunded.
• If none of your lots has been paid for within 60 days of choosing it, the choice lapses: nothing is deducted, and lots that close afterwards are charged the Seller Free commission. If you subscribe with your own payment method before the full amount has been deducted, we stop deducting.
• If the proceeds of a lot are later voided because the buyer's payment was refunded or reversed, any amount deducted from that lot is treated as not paid and is deducted from your next lot instead.

8. Seller Obligations

By submitting a listing, you represent and warrant that:

• your company owns the material outright and it is free of liens, security interests, and third-party claims;
• the material is lawfully in your possession and was not stolen or obtained in violation of any scrap-metal reporting law;
• the description, grade, quantity, and gross and tare weights are accurate to the best of your knowledge, and you understand the listed quantity is what the sale settles on;
• the material contains no hazardous substances, radioactive material, sealed containers, pressurized vessels, or regulated waste;
• you will grant our driver access to the pickup location during the scheduled window and will have the material ready to load; and
• you hold all licenses and permits required to sell the material in your jurisdiction.

If material presented at pickup does not match the listing in weight, grade, or quantity, our driver records the discrepancy and our staff are notified. We may decline to load, hold the related payout pending our review, cancel the transaction, or suspend the account. Resolution is at our discretion and on a case-by-case basis; these terms do not establish a fixed remedy, a fixed timeline, or an arbitration process for such discrepancies.

8.1 Committed material

When you submit a listing you commit the material in it. You may not sell, dispose of, alter, or otherwise make that material unavailable from the moment you submit — including during any review hold described in Section 2.1 of the Marketplace Agreement, which lasts up to the first 48 business hours after submission — and, if the listing sells, until the transaction is fulfilled. You are released only when we decline the listing, when a review hold expires without a decision, or when the listing, including any re-listing under Section 6.2, ends without a completed sale. Breaching this commitment is a material breach of these Terms and may result in suspension or termination and liability for the resulting loss.

9. Pickup, Delivery, Title, and Risk of Loss

9.1 How fulfillment works

We collect won material from the seller's location using our own fleet and bring it to our facility. From there the buyer either collects it with their own carrier or asks us to deliver it, as set out in Section 9.4. We do not provide cargo insurance for material in transit, whoever carries it.

9.2 Scheduling

A pickup is not booked when you list. We schedule collection from the seller's location on our own fleet, usually while the listing is still open, for a day after it closes; if the listing does not sell, the collection is cancelled. Collection is subject to fleet availability, weather, and access at the pickup location. Loading does not begin until payment has been confirmed (Section 9.3). We do not guarantee a pickup date or time, and we may reschedule.

9.3 Title and risk

Material left uncollected at our facility may be subject to storage charges or disposal after we give you reasonable notice.

9.4 Moving your material from our facility

From your account you can select won lots held at our facility and move them together. A lot in an open move is held for that move and cannot be added to another. If the lots are at more than one of our facilities, we first bring them to the facility holding the most weight; the move is ready no sooner than 2 business days after you create it.

Collection by your carrier. You choose a business day on or after the ready date. Our staff load the truck and photograph it before and during loading, and the carrier's driver signs our bill of lading at our facility with their printed name and license plate. That signature completes the hand-over: the material leaves our custody and our inventory at that moment. There is no charge for loading.

Delivery. You give us a delivery address and we quote a price, an estimated delivery date, and any notes. We aim to quote within 24 hours of your request but do not guarantee it. A quote must be accepted and paid within 72 hours of being issued; if it lapses or you decline it, your lots stay held and you may choose again. You pay by card, Zelle, or wire transfer, and an offline payment counts only once we confirm receipt. We schedule the delivery only after payment is confirmed, and we decide whether our own driver or a third-party carrier we engage carries it. The estimated date is an estimate, not a commitment. Delivery is complete when our driver records the material as delivered at your address, or when the carrier confirms delivery to us; no signature is collected at your address. You are responsible for safe access at the delivery address.

Title and risk of loss have already passed to you under Section 9.3. While the material is at our facility or in our own truck, we hold it as bailee only, subject to Section 12.

10. Counterparty Confidentiality

We do not introduce buyers and sellers to each other. Public listing pages and public API responses are stripped of personally identifying information and precise location data, and buyer identities are not published.

You must not include contact details, company names, branding, or watermarks in listing text or photographs, and you must not use the Platform to solicit a counterparty into transacting off-platform.

Operational staff, including drivers and dispatch personnel, necessarily see pickup addresses and site contact details in order to perform a collection.

11. Disclaimers

All material is sold as is, where is, with all faults and without any warranty of any kind. To the fullest extent permitted by law, we disclaim all warranties, express or implied, including the implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.

We do not warrant that the Platform will be uninterrupted, error-free, or secure, that any lot will attract offers, or that any offer will meet a seller's minimum price. Buyers are responsible for their own diligence on any lot before making an offer.

12. Limitation of Liability

To the fullest extent permitted by law, we are not liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost revenue, lost business, or loss of data, arising out of or relating to the Platform or any transaction on it, even if we have been advised of the possibility of such damages.

Some jurisdictions do not allow the exclusion of certain damages, so parts of this section may not apply to you.

13. Indemnification

You agree to indemnify, defend, and hold harmless Ultimate Recycling Inc. and its officers, employees, and agents from any claim, demand, loss, liability, or expense (including reasonable attorneys' fees) arising out of your use of the Platform, your breach of these terms, your breach of any representation in Section 8, material you list or purchase, or your violation of any law or third-party right.

14. Prohibited Use

You must not:

• make an offer on your own lot, or arrange for another party to offer on your lot, in order to raise the price (shill offering);
• coordinate with other buyers to suppress the price, or otherwise interfere with the open offer process;
• hold more than one account in order to evade a ceiling or a suspension;
• list material you do not own, misrepresent material, or list prohibited material;
• circumvent the Platform's payment processing, or attempt to transact with a counterparty off-platform;
• scrape, crawl, or programmatically access the Platform except through interfaces we provide, or attempt to defeat rate limits or access controls; or
• use the Platform for any unlawful purpose.

15. Listing Content and Intellectual Property

You retain ownership of the text and photographs you submit. You grant us a non-exclusive, worldwide, royalty-free licence to host, reproduce, adapt, and display that content for the purpose of operating and marketing the Platform, including after the related lot has closed. You warrant that you hold the rights necessary to grant this licence.

The Platform itself, including its software, design, and trademarks, remains our property. These terms grant you no right to use our marks.

16. Suspension and Termination

We may suspend or terminate access to an account, cancel a listing, or void a transaction where we reasonably believe there has been a breach of these terms, fraud, a legal or safety risk, or repeated non-payment. Where practical we will give notice and an opportunity to cure; where the risk is immediate we may act first.

You may close your account by contacting us. Closure does not take effect until your active listings have concluded, scheduled pickups and deliveries are complete, and outstanding payments and payouts are settled. Sections 8, 11, 12, 13, 15, 18, and 19 survive termination, as does our obligation to retain transaction and audit records.

17. Amendments

We may amend these terms. Each version carries a version identifier and an effective date, both shown on this page, and we keep a record of which version each account has accepted.

When we publish a materially changed version, we will ask you to accept it the next time you sign in, and set a date from which acceptance becomes required for making offers, listing, and subscribing. Continued use after that date without acceptance is not permitted; we will prompt rather than treat silence as agreement.

18. Governing Law

These terms are governed by the laws of the State of Florida, without regard to its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

The parties submit to the exclusive jurisdiction of the courts located in Pasco County, Florida.

19. General

Entire agreement. These terms, together with the Marketplace Agreement and the Privacy Policy, are the entire agreement between us on their subject matter and supersede prior versions and prior discussions.

Severability. If any provision is held unenforceable, it is modified to the minimum extent necessary and the remainder stays in force.

No waiver. Our failure to enforce a provision is not a waiver of it.

Assignment. You may not assign these terms without our written consent. We may assign them in connection with a merger, acquisition, or sale of assets.

Force majeure. Neither party is liable for a failure to perform caused by events beyond its reasonable control, including natural disaster, labour action, utility or network failure, and government action.

Notices. We give notice by email to the address on your account or by posting in the Platform. Send legal notices to us at Ultimate Recycling Inc., 317 Elm St, Benton, KY 42025, or ultimaterecyclinginfo@gmail.com.

Relationship. Nothing in these terms creates a partnership, joint venture, agency, or employment relationship between us.