User Agreement

General Terms & Conditions

Introduction

This Consumers Energy Company (referred to throughout as “Consumers Energy”) website is provided as a service to our customers and visitors to our website. Please review the following terms & conditions that govern your use of the www.consumersenergysurplus.com website (the "Site"). Please note that your use of the Site constitutes your unconditional agreement to follow and be bound by these general terms & conditions, legal notices, the additional terms & conditions for buyers and the privacy policy (collectively, the “Terms”). Consumers Energy reserves the right to update or modify the Terms at any time without prior notice to you. For this reason, we recommend that you review the Terms whenever you use the Site. If you do not agree to (or cannot comply with) any of these Terms, do not use the Site and do not make a bid, offer or purchase.

Use of this Site

Unless otherwise noted, all materials, including images, text, illustrations, designs, icons, photographs, programs, downloads, video clips, and written and other materials that are part of the Site (collectively, the "Contents") are intended solely for personal, noncommercial use. You may download or copy the Contents and other downloadable materials displayed on the Site for your personal use only. No right, title or interest in any downloaded materials or software is transferred to you as a result of any such downloading or copying. You may not reproduce (except as noted above), publish, transmit, distribute, display, modify, create derivative works from, sell or participate in any sale of or exploit in any way, in whole or in part, any of the Contents, the Site or any related software. All software used on the Site is the property of Consumers Energy or its suppliers and protected by U.S. and international copyright laws. The Contents and software on this Site may be used only as an information resource. Any other use, including the reproduction, modification, distribution, transmission, republication, display, or performance of the Contents of this Site is strictly prohibited. To the extent permitted by law, Consumers Energy reserves the right to revoke any or all Site access and/or use authorizations granted to You, at any time.

Third-Party Sites

References on the Site to any names, marks, products, or services of third parties, or hypertext links to third-party sites or information are provided solely as a convenience to you and do not in any way constitute or imply Consumers Energy’s endorsement, sponsorship or recommendation of the third party, its information, products or services. Consumers Energy is not responsible for the practices or policies of such third parties, nor the content of any third-party sites, and does not make any representations regarding third-party products or services, or the content or accuracy of any material on such third-party sites. If you decide to link to any such third-party sites, you do so entirely at your own risk. Consumers Energy may make changes to the content and the products, services and programs described in the content at any time without notice.

Site Security

You are prohibited from violating or attempting to violate the security of the Site, including, without limitation, (a) accessing data not intended for the user, or logging onto a server or an account which the user is not authorized to access; (b) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization; (c) attempting to interfere with service to any user, host or network, including, without limitation, via means of submitting a virus to the Site or App, overloading, "flooding," "spamming," "mailbombing" or "crashing;" (d) sending unsolicited email, including promotions and/or advertising of products or services; or (e) forging any TCP/IP packet header or any part of the header information in any email or newsgroup posting. Violations of system or network security may result in civil or criminal liability. Consumers Energy will investigate occurrences that may involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting users who are involved in such violations. In order to strengthen our network security, Consumers Energy may participate in partnership agreements with private or public entities, including the U.S. Government, that involve the sharing of certain information collected automatically as described in the Privacy Policy. You agree not to use any device, software, or routine to interfere or attempt to interfere with the proper working of the Site or any activity being conducted on the Site or App. You agree, further, not to use or attempt to use any engine, software, tool, agent or other device or mechanism (including without limitation browsers, spiders, robots, avatars, or intelligent agents) to navigate or search the Site other than the search engine and search agents available from Consumers Energy on the Site and other than generally available third-party web browsers (e.g., Google Chrome or Microsoft Explorer).

Content and Liability Disclaimer

While Consumers Energy uses reasonable efforts to include accurate and up-to-date information on the Site, other than as required under applicable law or regulation, Consumers Energy makes no representations or warranties about the accuracy of the information. Consumers Energy assumes no liability or responsibility for any errors or omission in the content of the Site. Changes may be periodically made to the information at any time, without notice. Consumers Energy believes that information on the Site is the most recent available on the date it was posted, and Consumers Energy specifically disclaims any duty to update. To the extent the information is contained in forward-looking statements, it is intended to fit within the safe harbor for forward-looking information and is subject to industry and financial factors, as well as future events and developments relating to Consumers Energy’s business that could cause actual results to differ materially from those projected in the forward-looking statements.

THE SITE AND ALL CONTENT ARE PROVIDED "AS IS," WITHOUT ANY WARRANTIES OF ANY KIND. CONSUMERS ENERGY HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS, STATUTORY, OR IMPLIED, RELATING TO THE SITE OR APP OR THE CONTENT, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, AS WELL AS ANY WARRANTY OF QUALITY, FUNCTIONALITY, ACCURACY, CURRENCY, COMPLETENESS, RELIABILITY, OPERABILITY, USE PERFORMANCE, SECURITY OR ABSENCE OF VIRUSES. YOU ASSUME ALL RESPONSIBILITY AND RISK OF LOSS RESULTING FROM THE USE OF THE SITE. Some jurisdictions may not allow for exclusion of implied warranties so some of these exclusions may not apply to you.

IN NO EVENT SHALL CONSUMERS ENERGY OR ITS SUBSIDIARIES OR AFFILIATES BE LIABLE FOR ANY DAMAGES WHATSOEVER, IN CONTRACT, TORT OR OTHERWISE, INCLUDING SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES OR DAMAGES FOR LOSS OF PROFITS, REVENUE, USE OR DATA ARISING OUT OF USE OF OR CONNECTED WITH THE SITE, OR THE USE OR RELIANCE UPON INFORMATION CONTAINED IN OR ACCESSED FROM THE SITE OR APP, EVEN IF CONSUMERS ENERGY HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES.

Consumers Energy reserves the right to modify or, temporarily or permanently, discontinue this Site with or without notice to you. You agree that Consumers Energy shall not be liable to you or any third-party for any damage or loss caused or alleged to be caused by or in connection with the modification or discontinuance of this Site. Consumers Energy does not guarantee that any product or service described in this Site will be continuously available.

Trademarks

Consumers Energy’s name and logo, and all related product and service names, design marks or slogans are the registered or pending trademarks or service marks of Consumers Energy or its affiliates. You are not authorized to use any Consumers Energy (or any of its affiliates’) name or mark in any advertising, publicity or in any other commercial manner without the prior written consent of Consumers Energy or one of its affiliates, as applicable.

Applicable Law

These Terms shall be governed by the laws of the State of Michigan, without regard to its conflicts of law principles.

Indemnification

You agree to defend, indemnify, and hold harmless Consumers Energy and its affiliates from and against any and all claims, damages, costs and expenses, including attorneys' fees, arising from or related to your use of the Site or any breach by you of these Terms.

Termination

These Terms are effective unless and until terminated by either you or Consumers Energy. You may terminate these Terms at any time, provided that you discontinue any further use of the Site. Consumers Energy also may terminate these Terms at any time and may do so immediately without notice, and accordingly deny you access to the Site, if in Consumers Energy’s sole discretion, you fail to comply with any term or provision of these Terms. Upon any termination of these Terms by either you or Consumers Energy, you must promptly destroy all materials downloaded or otherwise obtained from the Site, as well as all copies of such materials, whether made under the Terms or otherwise. The following sections shall survive any termination of these Terms: “Third-Party Sites.” “Site Security,” “Trademarks,” “Applicable Law,” “Indemnification,” “Termination,” “Disclaimer,” “Limitation of Liability,” and “Privacy.”

Disclaimer

THE SITE IS PROVIDED BY CONSUMERS ENERGY ON AN "AS IS" AND "AS AVAILABLE" BASIS. CONSUMERS ENERGY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE SITE OR THE INFORMATION, CONTENT, MATERIALS, OR PRODUCTS INCLUDED ON THE SITE. TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, CONSUMERS ENERGY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING, CONSUMERS ENERGY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, FOR ANY MERCHANDISE OFFERED ON THE SITE. YOU ACKNOWLEDGE, BY YOUR USE OF THE www.consumersenergy surplus.com WEBSITE, THAT YOUR USE OF THE SITE IS AT YOUR SOLE RISK. THIS DISCLAIMER DOES NOT APPLY TO ANY PRODUCT WARRANTY OFFERED BY THE MANUFACTURER OF THE ITEM. THIS DISCLAIMER CONSTITUTES AN ESSENTIAL PART OF THESE TERMS OF USE. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE FOREGOING LIMITATIONS MAY NOT APPLY TO YOU.

Limitation of Liability

UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL OR EQUITABLE THEORY, WHETHER IN TORT, CONTRACT, STRICT LIABILITY OR OTHERWISE, SHALL CONSUMERS ENERGY OR ANY OF ITS AFFILIATES, EMPLOYEES, DIRECTORS, OFFICERS, AGENTS, VENDORS OR SUPPLIERS BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL LOSSES OR DAMAGES OF ANY NATURE ARISING OUT OF OR IN CONNECTION WITH THE USE OF OR INABILITY TO USE THE www.consumersenergy surplus.com WEBSITE, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, LOSS OF DATA, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, EVEN IF AN AUTHORIZED REPRESENTATIVE OF CONSUMERS ENERGY HAS BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL CONSUMERS ENERGY BE LIABLE FOR ANY DAMAGES IN EXCESS OF THE FEES PAID BY YOU IN CONNECTION WITH YOUR USE OF THE SITE DURING THE SIX-MONTH PERIOD PRECEDING THE DATE ON WHICH THE CLAIM AROSE.

Privacy

You acknowledge that any personal information that you provide through this Site will be used by Consumers Energy in accordance with https://www.consumersenergysurplus.com/progra m/viewMessages.cfm?Name=privacypolicy

ADDITIONAL TERMS AND CONDITIONS FOR BUYERS

1. Definitions as used herein:

2. To make a bid or offer, the Buyer hereby affirms that you are able to form legally binding contracts, are over the age of 18 and have never been suspended from the Site.

3. The Seller is not required to accept any bids or offers and reserves the right to accept or reject any or all bids or offers, to waive any technical defects in bids and offers, and unless otherwise specified by Seller or Buyer, to accept this bid or offer as to any one item or group of items as may be in the best interest of Seller.

4. Payment shall be made in full before shipment, pickup by Buyer or commencement of dismantling or other work (whichever first occurs) for all items purchased by Buyer unless otherwise agreed in writing by the parties hereto.

5. Buyer must contact Seller within three (3) business days of accepted bid or offer and make arrangements for payment at that time. If no contact is made within three (3) business days, Seller reserves the right to rescind its bid acceptance and re- list the Item(s), sell it to the next high bidder, or sell it otherwise. Payment shall be accepted by wire transfer, cashier’s check, money order, personal checks, or PayPal . Cash, credit, and debit cards will not be accepted under any circumstances. Any sales or other taxes, whether federal, state, or local, arising from or in connection with the sale of the Item(s) or performance of a sale or transportation of the Item(s) shall be paid by Buyer.

6. Buyer shall be responsible for Item(s) pick-up or arranging shipping of the item(s) from Seller’s premises at Buyer’s expense during Seller’s normal business hours on the date to be determined by Seller. Buyer shall make pick-up arrangements with Seller within five (5) business days of accepted bid / offer. If Item(s) are not removed by the Buyer within the stated timeframe, such Item(s) will be deemed abandoned by the Buyer and all monies paid to Seller for the purchase of such Item(s) shall be refunded to Buyer.

7. Title to and risk of loss for the Item(s) herein sold shall pass from Seller to Buyer upon Buyer’s full payment of the purchase price.

8. Seller assumes no responsibility whatsoever for the use of said Item(s) or the method or manner in which said Item(s) are used by Buyer or others. Buyer does hereby assume all responsibility for and shall indemnify and save Seller harmless from all claims, expenses or liability for injury to any person or persons including death or damages and also for and property damage which in any manner are connected with or arise from the possession, operation or use of said Item(s) or the method or manner in which said Item(s) are used.

9. Buyer shall assume all responsibility for and shall indemnify and hold Seller harmless from all claims, expenses or liability for injury to any person, including death or damages, and also for any property damage, which in any manner occur or are connected with or arise from the actions or operations of the Buyer in connection with sale, transfer, transportation, storage, installation, maintenance, delivery, receipt and/or removal of Item(s), except that the Buyer shall not be required to indemnify Seller for injury or damage caused by the Seller’s sole negligence.

10. Buyer agrees that in the event that all or any portion of the material purchased hereunder may be disposed of at a site where any environmental remedial action is required by any governmental agency as a result of or partially as a result of the disposal of such material at the site, Buyer will either perform the remedial action or pay for the share of the cost of the remedial action represented by the material from this sale so disposed of at the site.

11. SELLER HAS NOT MADE AND DOES NOT HEREBY MAKE ANY WARRANTIES OR REPRESENTATIONS, EITHER EXPRESSED OR IMPLIED, AS TO THE QUANTITY, COMPOSITION, QUALITY, CONDITION, USABILITY, MERCHANTABILITY, FITNESS FOR USE OR FITNESS FOR ANY PURPOSE OF THE ITEMS SOLD HEREIN. SAID ITEMS ARE SOLD AS IS. FURTHER, SELLER DOES NOT WARRANT OR REPRESENT THAT THE ITEMS WILL CONFORM TO ANY SAMPLES FURNISHED BY SELLER.

12. SELLER SHALL NOT BE LIABLE FOR ANY SPECIAL INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS TRANSACTION. IN NO EVENT SHALL SELLER BE LIABLE FOR ANY DAMAGES IN EXCESS OF THE ITEM(S) PURCHASE PRICE HEREUNDER.

13. Buyer acknowledges that the Item(s) were available for inspection, (a) at the places and times specified in the Item(s) listing posted on web site, www.consumersenergy surplus.com , or (b) if not specified, upon a reasonable request to Seller. Seller shall not be responsible for any loss or damage to Buyer resulting (a) from Buyer’s failure to inspect the items or (b) from any erroneous conclusions of Buyer resulting from any inspection of the items. Seller may have furnished, or may in the future furnish, information or data concerning particular items, however, Seller makes no warranties of any kind, either expressed or implied, as to the correctness or accuracy of such information or data previously furnished or to be furnished in the future.

14. Each sale shall be governed by the laws of the State of Michigan. This agreement supersedes all agreements or understandings written or oral made prior to Seller acceptance of Buyer’s bid or offer and constitutes the entire agreement of the parties as to the subject matter hereof.

15. This agreement shall not be assigned by the Buyer without the Seller’s written consent.

16. The Buyer shall pay any and all taxes which are now or may hereafter be imposed as a result of this sale, except for any tax on net income to Seller.

17. WARNING: HAZARDOUS CHEMICALS AND OTHER HAZARDOUS MATERIALS:

Buyer is warned and acknowledges that any item that Buyer purchases from Seller may bear and/or contain hazardous chemicals or other hazardous materials which may be, or may become by chemical reaction or otherwise, directly or indirectly, hazardous to life, to health or to property by reason of reactivity, corrosivity, toxicity, flammability, explosiveness or for other similar or different reasons, during use, handling, cleaning, reconditioning, disposal or at any other time after the purchased Item(s) leaves the possession and control of the Seller. Seller is discharged by Buyer from any and all liability directly or indirectly resulting from the failure of the Seller to give more specific warning with respect to individual Item(s) or from the inadequacy of any warning.

18. Force Majeure – Neither Seller nor Buyer shall be liable for its failure to preform hereunder due to any contingency beyond its reasonable control (including but not limited to acts of God, fires, floods, epidemics, wars, sabotage, accidents, labor disputes or shortages, governmental laws, ordinances, rules and regulations whether valid or invalid, and inability to obtain material, equipment of transportation) provided that this provision will not extend the time for paying for or removing the Item(s) herein sold.

19. In the event of a conflict between the General Terms and Conditions and the Additional Terms & Conditions for Buyers, the stricter provision shall govern

20. NOTICE. Notices shall be served on Seller at: irc@cmsenergy.com. Seller shall serve notice at Buyer’s address provided

21. The Sections of these Terms which give the parties rights beyond termination of this agreement, shall survive termination of this agreement, including without limitation: Indemnification, Content and Liability Disclaimer, Limitation of Liability, Applicable Law, Disclaimer, and all other provisions of this Contract providing for the limitation or protection against liability of either party.