Auction Listing Terms

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is sold on the Site and the Buyer removes that Equipment from your location; (b) your request to list the Equipment is withdrawn or rejected; or (c) you withdraw the Equipment from the Site, (the "Sale Period"), the Site will be the exclusive venue for the sale of that Equipment and you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. Featured Auctions. If you list Equipment in a Featured Auction, you agree to the following terms:

• For each piece of Equipment you list on the Site in a Featured Auction, you agree to pay to IronPlanet the appropriate listing fee ("Listing Fee") which is set forth on the Site. IronPlanet will charge you the Listing Fee at the time that the Equipment sells, in which case the Listing Fee will automatically be deducted from the total sale proceeds due to you.
  
• IronPlanet sets the opening bid for the Equipment ("Opening Bid").
  
• IronPlanet schedules the auction opening and closing time for the auction of Equipment.
  
• You acknowledge and agree that you are extending an irrevocable offer to sell the Equipment to the highest Bidder who meets or exceeds the Opening Bid. You may not set a Reserve Price for the Equipment.
  
• If the Equipment is sold during the auction on the Site, you agree to pay IronPlanet a commission fee ("Commission Fee") which is set forth on the Site and which will be automatically deducted from the total sale proceeds due to you.
  
• If the Equipment is not sold, you may at no additional charge: (a) re-list the Equipment in any IronPlanet Featured Auction, or withdraw your Equipment from the Site and end the Sale Period; or (b) upon payment of the appropriate fees identified in section 3, re-list the Equipment in any IronPlanet Owner Auction.
  
• If you choose to cancel the auction and withdraw the Equipment prior to the auction closing time, you agree to pay IronPlanet a removal charge ("Removal Charge Prior to Featured Auction Close") which is set forth on the Site.
  
• If, for any reason, after IronPlanet has notified you of receipt of full payment from the Buyer and at least one (1) business day has elapsed after the relevant auction has closed, you either do not have the Equipment ready for transport or delay the release of your Equipment to the Buyer, you agree to pay IronPlanet a delay fee ("Post-Auction Delay Fee") which is set forth on the Site and which you acknowledge is a reasonable pre-estimate of IronPlanet's loss.
  
• If, for any reason, you fail to release the Equipment to the Buyer after a Featured Auction has closed with at least one bid at or above the Opening Bid, you agree to pay IronPlanet the Listing Fee, the Commission Fee and the Buyer's Transaction Fee for the auction of that Equipment. In addition, you will be barred from further use of the IronPlanet Site.

3. Owner Auctions. If you list your Equipment in an Owner Auction, you agree to the following terms and conditions:

• For each piece of Equipment you list on the Site in an Owner Auction, you agree to pay to IronPlanet the appropriate listing fee ("Listing Fee") which is set forth on the Site You must pay this non-refundable listing fee prior to first Owner Auction for your Equipment.
  
• IronPlanet sets the Opening Bid for the Equipment.
  
• You have the option of scheduling the auction opening and closing time for your Equipment. All auctions will be scheduled to run for 14 consecutive days, unless the auction closing time falls on the day of an IronPlanet Featured Auction, in which case the auction will be scheduled to run for fifteen consecutive days.
  
• If you set a Reserve Price for your Equipment, you acknowledge and agree that you are extending an irrevocable offer to sell the Equipment to the highest Bidder who meets or exceeds your Reserve Price. In addition, you must pay IronPlanet a non-refundable reserve fee ("Reserve Price Fee") prior to each and every Owner Auction for your Equipment in which a Reserve Price is used.
  
• If you do not set a Reserve Price, you acknowledge and agree that you are extending an irrevocable offer to sell the Equipment to the highest Bidder who meets or exceeds the Opening Bid.
  
• If you set a Reserve Price for your Equipment, you will have the option of lowering your Reserve Price once during an auction.
  
• You may NOT add a Reserve Price after the Equipment is listed for sale on the Site.
  
• If the Equipment receives bids which do not meet or exceed your Reserve Price, for a period of seven days following the auction close, you will have the option of extending an irrevocable offer to sell your Equipment to the highest Bidder at a price equal to that Bidder's maximum bid amount. If you extend such an offer ("Second Chance Offer"), the highest bidder will have two business days in which to accept your offer.
  
• If the Equipment is sold during the auction on the Site or through the Second Chance Offer process, you agree to pay IronPlanet a commission fee ("Commission Fee") which is set forth on the IronPlanet Site and which will be automatically deducted from the total sale proceeds due to you.
  
• If the Equipment is not sold in an Owner Auction, you may: (a) re-list your Equipment in any IronPlanet auction; or (b) at no additional charge, withdraw your Equipment from the Site and end the Sale Period.
  
• If you choose to cancel the auction and withdraw the Equipment prior to the auction closing time, you agree to pay IronPlanet a removal fee ("Removal Fee Prior to Owner Auction Close") which is set forth on the IronPlanet Site.
  
• Once your Reserve Price, if any, is met, you may not withdraw the Equipment from the Site prior to the auction close and are obligated to sell the Equipment to the highest bidder.
  
• If, for any reason, after IronPlanet has notified you of receipt of full payment from the Buyer and at least one (1) business day after the auction has closed, you either do not have the equipment ready for transport or delay the release of your equipment to the Buyer, you agree to pay IronPlanet a delay fee ("Post-Auction Delay Fee") which is set forth on the Site and which you acknowledge is a reasonable pre-estimate of IronPlanet's loss.
  
• If, for any reason, you fail to release the Equipment to the Buyer after an Owner Auction has closed with at least one bid at or above your Reserve Price (or, if there is no Reserve Price, the Opening Price), or if you extend a Second Chance Offer that is accepted by the highest Bidder, you agree to pay IronPlanet the Listing Fee, the Commission Fee and the Buyer's Transaction Fee for the auction of that Equipment. In addition, you will be barred from further use of the IronPlanet Site.
  
• If your Equipment is sold during an Owner Auction, IronPlanet receives full payment from the Buyer within the required period of time and the transaction otherwise closes to the satisfaction of IronPlanet, any monies due to the Seller must be paid by IronPlanet within 12 days after the date of sale.

4. 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.

5. 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.

6. 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.

7. Right to refuse Inspection. IronPlanet may accept, conditionally accept, or refuse a request to inspect any piece of Equipment in its absolute discretion.

8. 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.

9. 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.

10. 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 11; 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").

11. 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 4 to 6 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.

12. Post Sale Re-inspection. IronPlanet reserves the right to re-inspect any Equipment after the auction period ends at no additional cost to you.

13. 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.

• Offer Equipment to Second Highest Bidder at Second Highest Bid Price
  If there was more than one Bidder for the Equipment, you may elect to offer the Equipment to the second highest Bidder in the auction at the maximum bid amount entered by the second highest Bidder. The second highest bidder will have two (2) business days to decide whether to accept this offer. If the second highest Bidder accepts this offer, they become the Buyer of the Equipment, your Equipment will be sold and you will receive sale proceeds based on that second bidder's highest bid, less any applicable commissions and fees.
• Re-list the Equipment for Subsequent Auction
  You may list the Equipment in one subsequent IronPlanet auction of the same type within the next thirty (30) days without incurring an additional Listing Fee. All other terms of this Agreement continue to be enforced for any such re-listing in a subsequent auction.
• Withdraw the Equipment from Auction
  You may, without any additional charge, withdraw the Equipment from auction on the Site and you will not be responsible for payment to IronPlanet of any unpaid Listing Fee.

14. 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.

15. 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.

16. 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.

17. 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.

18. 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.