| IronPlanet Australia Pty Ltd, 11/14 Argyle Street, Albion, QLD AUS 4010 | Tel: |
These Auction Listing Terms form part of the User Agreement (the "Agreement") between you and IronPlanet Australia Pty Ltd ABN 98 125 389 442 ("IronPlanet" or "we"). Other terms of the User Agreement are available at www.ironplanet.com.au/terms. Under these Auction Listing Terms, you authorise and instruct IronPlanet to sell certain equipment or other items (collectively "Equipment") through the IronPlanet web site currently located at www.ironplanet.com.au (the "Site" or "Service").
Definitions. Unless the context requires otherwise, terms used in these Auction Listing Terms have the meaning given to them in the User Agreement, available at www.ironplanet.com.au/terms.
If you attempt to sell any Equipment through the Services, you agree to abide by the following terms in addition to the other terms of the User Agreement:
1. Equipment Listing and Sale Period. If you request to use the Site or Service to sell a piece of Equipment, you must provide all information requested by IronPlanet in relation to that Equipment, You must ensure that all information you provide to IronPlanet is (and remains) correct, accurate, complete and not misleading and must immediately notify IronPlanet of any changes to ensure this information remains current. You must ensure that, from the time you request the listing of Equipment for sale on the Site until (a) such Equipment is sold on the Site and the Buyer removes that Equipment from your location; (b) your request to list the Equipment is withdrawn or rejected; or (c) you withdraw the Equipment from the Site, (the "Sale Period"), the Site will be the exclusive venue for the sale of that Equipment and you will not attempt to sell the Equipment by any other means. You must remove any listings of such Equipment from other auctions and any other public sources during the Sale Period. IronPlanet may accept, conditionally accept, or refuse a request to list Equipment for sale on the Site in its absolute discretion.
2. Appointment of Auctioneer. Under the Property Agents and Motor Dealers Act 2000 (Qld), Section 210, as a condition of accepting IronPlanet's terms and conditions and signing the Equipment Listing Request Form you hereby agree to appoint IronPlanet as your exclusive equipment auctioneer in a continuing capacity revocable with 90 days written notice or some lesser period (not less than 30 days) if agreed by both parties.
3. Independent Legal Advice. Customers are advised to seek independent legal advice prior to signing this appointment.
4. Exclusive Agency. The exclusive agency means that you will pay IronPlanet during the term of the term of exclusivity if you sell the equipment, if another agent sells the equipment or when IronPlanet as your appointed auctioneer sells the equipment. This appointment is for an exclusive agency arrangement which may be revoked with 90 days written notice or a shorter period (not less than 30 days) if agreed by both parties.
5. Featured Auctions. If you list Equipment in a Featured Auction, you agree to the following terms:
6. Daily Marketplace. If you list your Equipment in a daily
Auction, you agree to the following terms and conditions:
7. Equipment Inspections. You have the option of having a piece of Equipment inspected by an independent inspector appointed by IronPlanet prior to being listed for auction on the Site. You must ensure that inspectors appointed by IronPlanet are not to be asked to operate Equipment during the inspection process. You indemnify, defend and hold harmless IronPlanet and its Personnel from all Losses arising from or in connection with any damage of or injury to the inspected Equipment, individuals, or other property that occurs during the operation of Equipment during the inspection process, unless such damage or injury is the direct result of the gross negligence or willful misconduct of the inspector. IronPlanet will procure from the inspector an inspection report ("Inspection Report") for each piece of Equipment you require inspected, which will include photographs of the Equipment. The data and information from the Inspection Report will be included in the detailed listings of the Equipment ("Listing Details") on the Site.
8. Inspection Process. If you choose to have your Equipment inspected, you agree: (a) to allow the inspector appointed by IronPlanet to inspect the Equipment at a time and location you agree with IronPlanet; and (b) to provide the inspector will all support they require during the inspection, , including without limitation providing an Equipment operator and supplying proper safety equipment and procedures for the inspector.
9. Inspection Report. The Inspection Report is the sole and exclusive property of IronPlanet. You cannot use the Inspection Report for any purpose other than for using the Services provided by IronPlanet. The Inspection Report may not be displayed, published, sold, reproduced, disseminated or otherwise used by you except as expressly provided in this Agreement without the prior written approval of IronPlanet.
10. Right to refuse Inspection. IronPlanet may accept, conditionally accept, or refuse a request to inspect any piece of Equipment in its absolute discretion.
11. Uninspected Equipment. If your Equipment is not inspected, you will be responsible for the provision and content of all descriptions and photos of your Equipment. In addition, you will be required to field questions by email from interested potential buyers. IronPlanet will not list for auction uninspected Equipment located outside Australia and New Zealand. In addition, without limiting IronPlanet's rights under section 1, IronPlanet reserves the right to refuse to list for auction any piece of uninspected Equipment, even if it has previously been accepted for listing.
12. Listing Details Content. The information you provide during the Equipment Listing process, combined with the Inspection Report (if your Equipment is inspected), will constitute the "Listing Details" for the Equipment. The Listing Details may only include text descriptions, maintenance records, graphics and pictures supplied to IronPlanet by you or from the Inspection Report that describe the Equipment. The Listing Details may not be used as a means of communication with one or more other users and may not be used to advertise or promote your other goods or services generally. You will not link directly to, or include descriptions of, other items you have for sale.
13. Restrictions of Use. During the Sale Period, you must ensure the Equipment is not operated, leased, rented, modified, used or otherwise altered in any way which might affect the accuracy of the Listing Details (including without limitation the Inspection Report). Subject to the foregoing, you must ensure the Equipment is properly maintained during the Sale Period. If you breach this section: (a) IronPlanet may withdraw the relevant Equipment from sale on the Site, in which case you must pay the Removal Fee Prior to Featured Auction Close or Removal Fee Prior to Owner Auction close (as appropriate); (b) IronPlanet may relist the relevant Equipment for sale on the Site in accordance with section 14; or (c) the Buyer of the relevant Equipment may elect to not proceed with the sale or to negotiate a lower price for the Equipment with you (including after the Buyer has taken delivery of the Equipment), in either case you must pay IronPlanet the full Listing Fee, Commission Fee and, to the extent it is not paid by the Buyer, an amount equal to the Buyer's Transaction Fee, as if that Equipment had sold for the closing bid price of the auction (and, if the Equipment must be returned to you, you must reimburse all of the Buyer's transportation costs in relation to the Buyer's original collection and subsequent return of the Equipment). In addition, if you breach this section, IronPlanet may bar you from further use of the IronPlanet Site. Neither IronPlanet nor the Buyer will be liable for any Loss suffered or incurred by you arising from or in connection with any action taken under this section. In addition, if IronPlanet discovers that you have breached this section after the Equipment has been sold on the Site, you agree to pay to IronPlanet an unauthorized equipment use fee ("Unauthorized Equipment Use Fee").
14. Changes to Listing Details. This section applies if at any time prior to the close of the relevant auction, Equipment is altered or modified in any way which might affect the accuracy of the Listing Details (including without limitation the Inspection Report). If this occurs and IronPlanet elects to re-list the Equipment: (i) you must pay the Removal Fee Prior to Featured Auction Close or Removal Fee Prior to Owner Auction close (as appropriate); (ii) if the Equipment was inspected, you must have the Equipment re-inspected in accordance with sections 7 to 9 inclusive and pay IronPlanet a fee for the re-inspection ("Reinspection Fee "); and (iii) if the Equipment was not inspected, you must re-supply the Listing Details to IronPlanet and, in the case of an Owner Auction, pay IronPlanet a second Listing Fee.
15. Post Sale Re-inspection. IronPlanet reserves the right to re-inspect any Equipment after the auction period ends at no additional cost to you.
16. Seller Options after Buyer Default. If the winning Bidder for an item of Equipment does not pay for that Equipment and the relevant Transaction Fee in accordance with the User Agreement, the winning Bidder is considered in default. After being notified of such default by IronPlanet, the Seller of that Equipment may elect any one of the following options.
17. Listing Conduct. Whenever you list Equipment for sale, you are certifying that (i) you have the legal right in your jurisdiction to sell such Equipment; (ii) the sale of such Equipment is not subject to any applicable embargo or ban; and (iii) you have disclosed all restrictions, laws or regulations regarding the sale of such Equipment.
18. Prohibited Items. You may not list goods the possession or use of which is illegal. IronPlanet reserves the right, in its sole discretion, to refuse to list any piece of Equipment at any time. IronPlanet reserves the right, in its sole discretion, to withdraw any listing from the Site or cancel any transaction that it deems to be suspicious or fraudulent in nature. IronPlanet will cooperate with authorities to prosecute to the fullest extent of the law any Seller engaged in fraudulent activities while selling Equipment using our Services.
19. Warranties. As a Seller, you represent and warrant that: (i) the Equipment is in a safe condition and free of hazardous materials; (ii) all Listing Details you provide and all answers to questions from IronPlanet must be truthful, accurate and complete, must accurately represent the conditions of the Equipment until removed from your location by the buyer, and must not be misleading; (iii) no Equipment you list on the Site may be fraudulent, stolen or counterfeit; (iv) the Equipment is in compliance with applicable legal requirements; and (v) you have the right, through actual ownership (free of all Security Interests) or otherwise, to list the Equipment for sale on the Site and to sell the Equipment through the Service. You are liable for any errors or omissions in the Listing Details provided or omitted by you. Any brand name or other indication of origin or manufacture included with the Listing Details must be completely accurate and not capable of misleading any user, Bidder or Buyer. In addition, if a Buyer takes legal action against you arising from, but not limited to, the warranties in this section, IronPlanet may support such action by providing the Buyer with any relevant documentation.
20. Delivery of Title and Other Documentation for Motor Vehicle Registration. At least 5 business days prior to the auction for an item of Equipment commencing, you must deliver to IronPlanet documents evidencing your title to the Equipment, including registration papers for registered motor vehicles, manufacturer's certificates of origin (if applicable) and any and all other documents required to transfer title of the Equipment to any buyer, where ownership of the Equipment or any part thereof is capable of being or required to be registered. Prior to delivery to IronPlanet, you must properly endorse these titles and documents either by your signature or a power of attorney as necessary to permit any Buyer to register ownership of the Equipment. In addition, any item for which ownership of the Equipment or any part thereof is capable of being or required to be registered will be subject to an additional fee ("Registration Processing Fee") which is set forth on the IronPlanet Site.
21. Ownership Certification. As the Seller of Equipment, you represent and warrant to IronPlanet, users, Bidders and the Buyer that you are the lawful owner of such Equipment and ensure that such Equipment is free and clear of all Security Interests. You also represent and warrant to IronPlanet and the buyer that you have good right to sell the same and that good and marketable title to such Equipment will, at such time the Equipment is sold, be conveyed to such buyer free and clear of all Security Interests You covenant that you will, at all times at your own cost and expense, warrant and defend such title to such Equipment on behalf of such Buyer, its successors and assigns, against the claims and demands of all persons whomsoever. You will cause to be promptly and duly taken, executed, acknowledged or delivered all such further acts, conveyances, documents and assurances as the buyer may reasonably request in order to evidence and confirm such title and its conveyance.
