Site Usage
Terms and Conditions		 Buyer Terms
and Conditions		 Seller Terms
and Conditions		 Privacy
Statement		  

Revised April 12, 2013

Buyer Terms and Conditions

KEY BUYER POINTS

  • All bids are binding and cannot be retracted.
  • Buyer is liable for all sales and use tax unless an applicable exemption certificate is provided. To support sales tax treatment of the transaction and avoid potential sales tax liability, Buyer must provide IronPlanet with required documentation (e.g., Bills of Lading, export documents, etc.) no later than five (5) business days after Equipment is delivered.
  • A Buyer Transaction Fee will apply for each piece of Equipment purchased by Buyer.
  • Buyer shall remit full payment for purchased Equipment, applicable sales tax, VAT and the Transaction Fee within three (3) business days after the Auction closes. Buyers from the United States must tender payments via wire transfer or certified bank check. Wire transfers only for Buyers located outside of the United States.
  • Buyer shall note a transportation selection in Buyer's account prior to paying for the Equipment.
  • Buyer shall remove the Equipment no later than eight (8) business days after the Auction closes. Failure to do so may result in relocation and/or further storage of the item at expense of Buyer. If Buyer fails to remove the Equipment after sixty (60) days, the Equipment may be deemed abandoned, as determined by IronPlanet in its sole discretion, and disposed of as it determines.
  • Buyer is responsible for all title, registration, freight and transportation costs.
  • Constructive Receipt of the Equipment can occur prior to physical delivery.
  • Dispute Claims under the IronClad Assurance® inspection certification must be submitted in writing prior to Constructive Receipt and within twenty four (24) hours of delivery.
  • A Default Fee shall be paid to IronPlanet if Buyer defaults on a closed Auction.

The Key Buyer Points above provide an overview of the terms and conditions of our online auction marketplace and are subject to the complete Buyer Terms and Conditions below.

BUYER TERMS AND CONDITIONS

These Buyer Terms and Conditions ("Buyer Terms") of IronPlanet, Inc., a Delaware corporation ("IronPlanet" or "we") govern your use of IronPlanet-operated websites (e.g., www.ironplanet.com, eu.IronPlanet.com and www.truckplanet.com) (each a "Site") and related services to bid on and purchase equipment and other items ("Equipment"). The services provided on the Site include the opportunity to participate in Featured Auctions and the IronPlanet Daily Marketplace ("Featured Auction" and "Daily Marketplace," respectively, and together, the "Auction(s)"). For Buyers using eu.ironplanet.com, you are contracting with IronPlanet Limited, an entity organized under the laws of Ireland. For all other Buyers, you are contracting with IronPlanet, Inc., a Delaware corporation. In each case, the respective entity to which you are contracting shall be referred to as "we" or "IronPlanet".

The Buyer Terms, together with the Site Usage Terms and Conditions (together, the "Agreement"), contain the entire agreement with respect to the use of the Site and the purchase of Equipment, and supersede all previous communications, representations, understandings and agreements, either oral or written, between us. In the event of any conflict between the Buyer Terms and the Site Usage Terms and Conditions, the Buyer Terms shall control.

IronPlanet may, in its sole discretion, change, modify, add or remove any portion of the Buyer Terms, in whole or in part, from time to time with or without notice to you, by posting such changes on the Site, which you agree is sufficient notice to you. Once posted such changes shall come into full force and effect. Your continued use of the Site after changes are posted will constitute your agreement to such changed Buyer Terms. The Buyer Terms may not be otherwise amended except in a writing signed by both IronPlanet and Buyer. As a California-based company that operates an online auction service and marketplace, IronPlanet, Inc. has a bond (#70259768) on file with the Secretary of State of California.

The Buyer Terms were last revised on April 12, 2013.

1.        ACCEPTANCE OF TERMS. Before you attempt to buy any Equipment through the Site, IronPlanet requires that you read and accept the Buyer Terms. BY CHECKING ON THE SPACE NEXT TO THE "ACCEPT TERMS & CONDITIONS" TEXT, YOU HEREBY REPRESENT THAT YOU HAVE READ, UNDERSTOOD AND ACCEPTED THE BUYER TERMS AND ALL OTHER TERMS AND CONDITIONS INCORPORATED HEREIN BY REFERENCE AND THAT YOU WILL BE FINANCIALLY RESPONSIBLE FOR YOUR USE OF THE SITE AND PURCHASE OF EQUIPMENT. If you choose not to accept the Buyer Terms, you may not bid on or purchase Equipment on the Site. If you have any questions, please contact CustomerCare@ironplanet.com or EuropeCare@ironplanet.com.

2.        REGISTRATION AS A BIDDER

2.1.     Capacity to Contract. The Site is available only to individuals or entities that can form legally binding contracts. If you are acting on behalf of another person or entity, you represent and warrant that such person or entity has authorized you to act and enter into legally binding contracts on its or his/her behalf. Without limiting the foregoing, minors in any jurisdiction and individuals who have been suspended from the Site may not use the Site.

2.2.     Registration. To make bids and purchase Equipment using the Site, you must request bidding privileges and provide additional information to IronPlanet. If approved by IronPlanet, we will notify you that you have become an "Approved Bidder". You represent and warrant that (i) all information provided to IronPlanet is accurate and complete and (ii) you will update such information so that it is kept current, accurate and complete at all times. IronPlanet reserves the right, in its sole discretion, to disapprove of any application to become an Approved Bidder and to suspend or terminate your authorization to use the Site at any time and for any reason, with or without cause.

2.3.     Login ID, Password, Security. You are solely responsible for protecting the confidentiality of your login ID and password and are responsible for all use of your Site account. You agree to notify IronPlanet immediately of any unauthorized use of any login ID and/or password or any other breach of security regarding the Site. We have implemented commercially reasonable technical and organizational measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration or disclosure. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk.

2.4.     User Information and Privacy. IronPlanet has made a commitment to protect the confidentiality and privacy of your personally identifiable information. Please see IronPlanet's Privacy Statement, located at http://ironplanet.com/main/privacy.jsp and incorporated herein by reference, for more information about our collection, use and protection of your personal information. By using the Site as well as accepting these Buyer Terms, you are specifically consenting and agreeing to IronPlanet's Privacy Statement.

3.        AUCTIONS

3.1.     IronPlanet's Relationship to Users. The Site is only an online marketplace and venue for registered users who wish to list and sell Equipment ("Sellers") and for buyers ("Buyers") to make bids on and purchase Equipment. Any agreements reached by and between Buyers, Sellers and third parties (including third party transportation carriers) are solely among such parties. IronPlanet is not a party to any transaction relating to Equipment and makes no representations or warranties that it has title to or possesses Equipment listed on the Site unless otherwise specifically noted.

3.2.     Auction Period. The Auction period shall be determined solely by IronPlanet.

3.3.     Buyer Conduct. Sale price manipulation of any kind, directly or indirectly, by any user is prohibited, including bidding through a secondary account, agent or representative on Equipment that you may be selling, communicating with other Buyers and Sellers or shill bidding.

3.4.     Binding Offer to Purchase. Buyer acknowledges and agrees that bidding on the IronPlanet Site is the legal equivalent of a firm commitment and an irrevocable offer to purchase. Unless the transaction is prohibited by law or regulation or the Buyer Terms, once placed a bid may not be retracted and you are obligated to complete the transaction as follows:

  • Featured Auction - If you are the highest bidder at the end of a Featured Auction and have met the applicable opening bid.
  • Daily Marketplace - If you are the highest bidder at the closing time of a Daily Marketplace and have met or exceeded the minimum price below which the Equipment will not be sold ("Reserve Price"), if any.
  • Second Chance Offer - In the event an Auction ended without meeting the Reserve Price, or there was a default on an Auction and Seller offers the Equipment to you for purchase, you will have one (1) business day from the date of such offer to decide whether to accept the winner's position for the Auction. If you accept the winner's position, you are obligated to complete the transaction.

3.5.     Winning Bids. IronPlanet is the one and only judge for the determination of winning bids ("Final Sale Price" or "Final Selling Price"). Nonetheless, IronPlanet shall not be liable for any errors or omissions relating to such determination, whether by IronPlanet or another third party. IRONPLANET DOES NOT GUARANTEE THAT BIDS PLACED ON THE SITE WILL BE RECEIVED AND PROCESSED IN A TIMELY MANNER.

3.6.     Voiding Bids. IronPlanet reserves the right to reject or void bids, whether winning or not, which it believes have not been made in good faith, are intended to manipulate the auction process or are prohibited by any applicable law or regulation.

3.7.     Postponement and Cancellation. IronPlanet reserves the right to withdraw, postpone or cancel any Auction listing, or any sale resulting therefrom, in its own discretion, with or without notice. IronPlanet shall have no liability to you as a result of any withdrawal, postponement or cancellation.

3.8.     Auction Data. IronPlanet owns all right, title and interest in and to all data that is generated by the Site, including, without limitation, data that is generated during an Auction.

3.9.     Notification of Assignment of Rights. For Buyers in the United States IronPlanet hereby notifies you that the consigners of certain pieces of Equipment may have assigned to a qualified intermediary their rights, but not their obligations, for purposes of effecting a deferred Like-Kind Exchange under section 1031 of the Internal Revenue Code of 1986, as amended, and applicable regulations.

3.10.    California Off-Road Diesel Vehicle Regulation. The following disclosure applies to self-propelled, diesel-fueled vehicles twenty five (25) horsepower and up that are not designed to be driven on-road: "When operated in California, any off-road diesel vehicle may be subject to the California Air Resources Board In-Use Off-Road Diesel Vehicle Regulation. It therefore could be subject to retrofit or accelerated turnover requirements to reduce emissions of air pollutants. For more information, please visit the California Air Resources Board website at http://www.arb.ca.gov/msprog/ordiesel/ordiesel.htm."

4.        FEES AND TAXES

4.1.     Transaction Fee. For each piece of Equipment purchased through the Site, you agree to pay IronPlanet a transaction fee ("Transaction Fee"). The Transaction Fee is detailed on the Site and is incorporated herein by reference. IronPlanet may change or add fees from time to time, in its sole discretion, with or without notice to you.

4.2.     Payment and Payment Schedule. Full payment in the amount of the Final Selling Price, plus applicable sales tax or VAT and the Transaction Fee, must be posted to a secure payment account designated by IronPlanet within three (3) business days (e.g., Monday - Friday, excluding bank holidays) after the close of the Auction. Buyers from the United States must tender payments via wire transfer or certified bank check. BUYERS FROM OUTSIDE THE UNITED STATES MUST TENDER ALL PAYMENTS VIA WIRE TRANSFER. All amounts that are due and payable must be paid prior to releasing any Equipment for pick-up or transport.

4.3.     Sales and Use Tax. All bids and offers for Equipment must be net of any taxes imposed with respect to the purchase. You are liable for all such taxes or for establishing to IronPlanet's satisfaction, on behalf of the Seller, a valid exemption certificate from such taxes. You acknowledge and agree that IronPlanet is providing a service in the calculation, reporting and remittance of sales or use taxes for transactions that arise in connection with your use of the Site, and you ultimately remain liable for any sales or use tax liability. To support sales tax treatment of the transaction, you are responsible for providing IronPlanet with any necessary documentation (e.g., Bills of Lading, export documents, etc.) no later than five (5) business days after Equipment is delivered.

4.4.     VAT. For Auctions through IronPlanet Limited (including eu.ironplanet.com), the following shall apply: All bids and offers must be net of any VAT imposed with respect to the sale or purchase transaction. Buyers are liable for all such taxes for all purchases. IronPlanet will remit taxes to the Buyer upon receipt of either a valid exemption certificate or bill of lading. Accordingly, the amount of the successful bid in respect of any item of Equipment shall be exclusive of VAT and the price payable by the successful Buyer shall be increased by the VAT chargeable in respect of the supply of the Equipment to the Buyer. Similarly, all fees and other amounts payable to IronPlanet howsoever arising are calculated without regard to VAT so the amount payable by Buyer shall be increased by the amount of VAT which may be chargeable in respect of the relevant supply. For the purposes of these Buyer Terms, "VAT" means value added tax as provided for in the Value Added Tax Acts 1972-2008 and legislation supplemental thereto or in any primary or secondary legislation promulgated by the European Union or any official body or agency thereof and any tax similar or equivalent to value added tax imposed in any country other than the Republic of Ireland and any similar or turnover tax which replaces or is introduced in addition to any of the same.

5.        COMPLETION OF TRANSACTIONS

5.1.     Removal of Equipment. You are responsible for dismantling, loading and shipping the Equipment for transportation, unless otherwise noted in the listing details for the Equipment. You shall remove the Equipment from Seller's premises no later than eight (8) business days after the Auction closes, after which you may be responsible for payment of Storage Fees, and in some cases payment of cost to transport Equipment to an alternate location, as detailed on the Site and incorporated herein by reference. Unless otherwise noted in the listing details for the Equipment, standard Storage Fees are as set forth on the Site.

5.2.     Liability for Equipment. The responsibility and risk of loss for Equipment shall be and remain at the risk of Seller (and not IronPlanet) until the earlier of: (i) the removal of the Equipment from the posted Equipment location by Buyer or Buyer's designated transportation provider or (ii) receipt by Seller of all proceeds from the sale of Equipment. Thereafter, the Equipment shall be and remain at the risk of you or your designated transportation provider (and not IronPlanet).

5.3.     Default. If, after five (5) business days (which includes a two (2) business day grace period) following the close of an Auction, you have not made full payment of the Final Selling Price and all other applicable fees, you are in default and shall be subject to a Default Fee, as detailed on the Site. In such event, as well as in regard to any other fees owed by Buyer to IronPlanet in regard to other transactions, IronPlanet reserves the right to, and you hereby consent that IronPlanet may, offset any such charges from amounts paid by you and invoice you for the remainder, with the invoice to be paid within fifteen (15) days following the date of the invoice.

5.4.     Abandoned Equipment. IronPlanet may deem your failure to claim and remove Equipment within sixty (60) days following the close of an Auction to be evidence of your intention to abandon the Equipment, and IronPlanet may take action that is adverse to your interest in the Equipment, including, but not limited to, any appropriate steps under the law to dispose of the Equipment.

5.5.     Freight and Transportation. You are responsible for all freight, shipping and other costs related to transporting the Equipment from the posted Equipment location to its final destination. These costs include, but are not limited to, dismantling, special handling, loading, transportation costs and permits required to move the Equipment. You may arrange transportation of Equipment on the Site through one of our transportation partners, however, IronPlanet shall not be liable for any acts or omissions arising from any transportation arrangements.

5.6.     Export. You are advised to have all such certificates and permits issued and completed prior to transporting the Equipment. For Buyers in the United States, if you plan to export Equipment through U.S. Customs, we recommend that you engage the services of a U.S. forwarding agent to prepare documents that are required by U.S. Customs Control. These documents may include a power of attorney that authorizes a forwarding agent to complete the necessary Shipper Export Declaration (SED) and filing the Automated Export System (AES) record. For a fee, IronPlanet can provide equipment invoices or a notarized Bill of Sale to facilitate exports. IronPlanet cannot provide Manufacturing Statements of Origin (MSO's) on used equipment bought from our website nor can we be held responsible for lack of manufacturers' identifying numbers or engine or serial numbers.

5.7.     Power of Attorney. You hereby appoint IronPlanet and its authorized representatives as your attorney-in-fact for the sole purpose of executing a Bill of Sale, if required, to finalize transfer of ownership to you.

6.        IRONCLAD ASSURANCE

6.1.     Description. If indicated by an IronClad Assurance® inspection certification icon in an Equipment listing, a general condition inspection ("Inspection") of the Equipment was performed by or on behalf of IronPlanet. Based on the Inspection, an inspection report ("Inspection Report") was generated that includes ratings, comments, and photos of the various components of the Equipment. IronPlanet Inspections and the Inspection Reports are solely for the purpose of reporting on the visible condition of the Equipment's major systems and attachments on the day of the Inspection and do not include load testing or digging/lifting. IronPlanet Inspections are NOT intended to detect latent or hidden defects or conditions that could only be found by dismantling the Equipment or use of diagnostic equipment or techniques. In no event shall IronPlanet be liable for not identifying those or any other defects. The Inspection Report may not be displayed, published, sold, reproduced, disseminated or otherwise used by you without the prior written approval from IronPlanet.

6.2.     IronClad Assurance Dispute Claims. Under the IronClad Assurance inspection certification program, if you discover that a piece of Equipment purchased by you is not substantially in the condition as represented in the Inspection Report, and Constructive Receipt (as defined below) of the Equipment has not occurred, you may submit a written dispute claim ("Dispute Claim") to IronPlanet. To be considered, the Dispute Claim must be in writing and delivered to IronPlanet as specified herein.

6.3.     Constructive Receipt. For purposes of the Buyer Terms, "Constructive Receipt" of Equipment occurs at the first occurrence of any of the following:

  • Passage of Time - Ten (10) business days after the conclusion of the Auction.
  • Self-Transported Equipment (e.g., vehicles or self-transported items) - At the time the Equipment leaves the point of pick-up at the Seller's location for Equipment. You are encouraged to examine the Equipment thoroughly prior to removing it from the location.
  • Transported via Common Carrier - Twenty-four (24) hours after delivery of the Equipment to (a) the Buyer's designated location within the United States or Canada for Equipment sold from the United States or Canada or (b) to the Buyer's designated location within the European Union member states, Switzerland and Norway for Equipment sold from such countries. (If the expiration of the 24-hour period falls on a Saturday, Sunday or a public Holiday, Constructive Receipt on the basis of the passing of this milestone shall not occur until the sooner of (i) the first non-weekend day or (ii) the first non-public Holiday).
  • Export - Twenty-four (24) hours after delivery of the Equipment to the relevant port of export, if the purchased Equipment is to be delivered outside the country where the Equipment is located, subject to the Common Carrier provisions above for Equipment located in the United States and Canada.
  • Disassembly - At the time you or your agent or representative begins disassembly of Equipment from its "as-inspected" configuration, including disassembly for transport.

6.4.     Dispute Conditions. Dispute Claims are subject to the following conditions:

  • Full payment of the Final Selling Price, including applicable sales tax and the Transaction Fee, shall have been received by IronPlanet.
  • All Dispute Claims must be filed prior to Constructive Receipt of the Equipment. Further, Dispute Claims must be initiated and settled prior to export.
  • Following the closing of the Auction, Ownership of the Equipment shall not have been transferred to another buyer.
  • The Equipment must be available for immediate re-inspection by IronPlanet upon request. Confirmation of the accuracy of a Dispute Claim will be made only as the result of a re-inspection by IronPlanet and a comparison of the re-inspection results with the initial IronPlanet Inspection Report.
  • Until a Dispute Claim is resolved, the Equipment may not be used, rented or leased and no changes to the condition of Equipment such as repairs or disassembly may be made. Notwithstanding the foregoing, Buyer may move the Equipment around the lot, load/unload the Equipment, and operate the Equipment to verify the reported inspection condition after receipt of the Equipment; provided however that such operation does not result in the use of the Equipment for more than the lesser of (i) five (5) hours or (ii) ten (10) odometer miles from what is reported in the Inspection Report.
  • IronPlanet shall not be responsible for Dispute Claims filed due to changes in Equipment condition as a result of exposure to the elements, including damage that occurs during transportation. Without limitation, IronPlanet shall not be liable for failure of Electronic Control Modules for systems or components, electronic displays, dead batteries or inoperable lights.
  • Only substantial inaccuracies in the items reported in the Inspection Report are covered. In addition to items not discoverable on a general condition inspection, specific items that are not covered include (i) conditions that can be identified only through the operation of a machine on a job site or under load capacity (e.g., digging, pulling, lifting, etc.); (ii) operating the machine through the full range of speeds required to evaluate all forward and reverse gears; (iii) replacement or addition of attachments to the machine; (iv) disassembly; (v) use of diagnostic or test equipment to evaluate characteristics such as engine compression; and (vi) electrical systems, hydraulic systems, and leaks of any kind (including fluid and tires).
  • IronPlanet makes every effort to accurately describe Equipment using common industry terms. However, Equipment and options and attachments can be known by different terms in different parts of the country. You must refer to the pictures contained in the Inspection Report to clarify your understanding of specific Equipment characteristics. IronPlanet shall not be responsible for any misinterpretation or oversight by you.
  • Conditions visible in any of the Inspection Report pictures (including the full-size image visible through zooming), even if these conditions are not specifically mentioned in the written narrative comments, are not covered.
  • IronPlanet shall not be responsible for Equipment operating manuals or keys.
  • The estimated total cost to fix items pursuant to a valid Dispute Claim must exceed $500, which amount shall be applied as a deductible to any settlement of a Dispute Claim.
  • Fluid samples, if taken, will be analyzed by an independent laboratory unaffiliated with IronPlanet. IRONPLANET MAKES NO WARRANTY OR REPRESENTATION AS TO THE ACCURACY OF SUCH LABORATORY INFORMATION.

6.5.     Adjudication of Equipment and Dispute Claims. IronPlanet shall be solely responsible for the review and adjudication of any Dispute Claims. All determinations made by IronPlanet shall be final.

7.        DISCLAIMER; LIMITATION OF LIABILITY; INDEMNITY

7.1.     Disclaimer. EACH PIECE OF EQUIPMENT IS SOLD "AS IS, WHERE IS," AND IRONPLANET MAKES NO GUARANTEES, REPRESENTATIONS OR WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, OF ANY KIND WHATSOEVER, INCLUDING, WITHOUT LIMITATION, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IRONPLANET MAKES NO WARRANTY THAT THE EQUIPMENT WILL PROPERLY FUNCTION OR OPERATE WHEN DELIVERED TO YOU NOR THAT IT WILL CONTINUE TO OPERATE OR FUNCTION FOR ANY PERIOD OF TIME AFTER DELIVERY.

7.2.     Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL IRONPLANET BE LIABLE FOR ANY SPECIAL, INDIRECT, PUNITIVE, COVER, INCIDENTAL OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY, INCLUDING WITHOUT LIMITATION, LOSS OF REVENUE, ANTICIPATED PROFITS BUSINESS OR SALES, EVEN IF IRONPLANET OR AN AUTHORIZED REPRESENTATIVE THEREOF HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE TOTAL LIABILITY OF IRONPLANET TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, PRODUCT LIABILITY OR OTHERWISE) ARISING FROM THIS AGREEMENT, THE PURCHASE OR USE OF EQUIPMENT, OR YOUR USE OF THE SITE AND OTHER SERVICES EXCEED, IN THE AGGREGATE, $100.00.

7.3.     Indemnity. You agree to defend, indemnify and hold harmless IronPlanet, and its officers, directors, agents, subsidiaries and employees from claims, suits, proceedings, costs and expenses (including reasonable attorneys' fees and costs, including costs and fees of experts), losses, liabilities, and damages, actual and consequential, of every kind and nature, to the extent arising out of or in any way connected with any breach or violation by you of the Buyer Terms, any use by you of the Site or other services, and any disputes or damages caused by or arising out of your use of or contracts formed with you through this Site or other services, including without limitation any personal injury, death or property damage caused by or arising out of the subsequent use of any Equipment sold or purchased from this Site.

7.4.     Release. In the event that you have a dispute with one or more users of IronPlanet's Site, you release IronPlanet (and our officers, directors, agents, subsidiaries and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes. If you are a California resident, you expressly waive any rights you may have under California Civil Code ยง1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor."

8.        LEGAL DISPUTES

8.1.     Governing Law; Jurisdiction and Venue. For disputes between you and IronPlanet, Inc., these Buyer Terms shall be governed by the laws of the State of California. For disputes between you and IronPlanet Limited, these Buyer Terms shall be governed by the laws of Ireland. In each case, the Buyer Terms shall be governed by the laws of such jurisdiction without regard to conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods and, if Buyer is located in the United States, the Uniform Computer Information Transactions Act, do not apply. You agree that the following courts maintain personal jurisdiction over you in connection with seeking equitable relief from a court of competent jurisdiction: (i) a state or federal court in the County of San Francisco if IronPlanet, Inc. is a party to these Seller Terms, and (ii) the courts located in Dublin, Ireland if IronPlanet Limited is a party to these Buyer Terms.

8.2.     Dispute Resolution and Arbitration. In the event of a dispute between you and IronPlanet, you agree to attempt to resolve the dispute with IronPlanet's Customer Care department for a period of at least ten (10) business days before taking any other action. Following such period, you and IronPlanet agree that any dispute, claim or controversy arising out of or relating to the Agreement shall be settled by binding arbitration as specified below.

8.2.1.    IronPlanet, Inc. This Section shall apply to disputes with IronPlanet, Inc. In the event a party elects to initiate arbitration, the party shall initiate the proceeding through binding, non-appearance-based arbitration through the American Arbitration Association ("AAA") in accordance with the commercial arbitration rules of the AAA before a single, neutral arbitrator mutually agreed to by the parties, or if the parties cannot agree, by striking from a list of arbitrators supplied by the AAA. In any arbitration, the parties and the AAA shall comply with the following procedures: (a) the arbitration shall be conducted by telephone, online and/or through written submissions, the manner of which shall be selected by the party initiating arbitration; (b) the arbitration is confidential and non-public and shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and (c) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. The arbitrator shall have no power to award consequential, punitive, treble or any other manner of enhanced damages. The arbitrator shall issue a written opinion stating the essential findings and conclusions upon which the arbitrator's award is based. The prevailing party in any arbitration shall have the right to an award of attorneys' fees and costs.

8.2.2.    IronPlanet Limited. This Section shall apply to disputes with IronPlanet Limited. Dispute resolution shall be conducted pursuant to the following procedures. Before initiating any arbitration, the parties shall engage in mediation, in the event that any dispute or claim, either party may, by notice to the other party and the International Centre for Dispute Resolution, demand mediation under the Mediation Rules of the International Centre for Dispute Resolution. If settlement is not reached within sixty (60) days after service of a written demand for mediation, any unresolved dispute or claim arising out of or relating to this terms and conditions shall be settled by arbitration in accordance with the International Arbitration Rules of the International Centre for Dispute Resolution by a sole arbitrator appointed in accordance with those Rules. The seat of arbitration shall be Dublin, Ireland. The language used in the arbitral proceedings shall be English. If a translation of these Buyer Terms into any other language is required by law, the English version will prevail to the extent that there is any conflict or discrepancy in meaning between the English version and any translation thereof. If these Buyer Terms are provided to you in a language other than English, IronPlanet does so solely as a convenience for you.

8.3.     Power of Arbitrator. The arbitrator shall have no power to award consequential, punitive, treble or any other manner of enhanced damages. The arbitrator shall issue a written opinion stating the essential findings and conclusions upon which the arbitrator's award is based. The prevailing party in any arbitration shall have the right to an award of attorneys' fees and costs. YOU AGREE THAT ANY CLAIM ARISING OUT OF OR RELATED TO THIS AGREEMENT MUST BE COMMENCED WITHIN SIX (6) MONTHS AFTER THE DISPUTE AROSE. OTHERWISE, SUCH CLAIM IS PERMANENTLY BARRED.

8.4.     Improperly Filed Legal Disputes. Any claims that are filed or brought contrary to these Buyer Terms shall be improperly filed and of no force and effect.

9.        GENERAL PROVISIONS

9.1.     Independent Contractors. You and IronPlanet are independent contractors, and the Buyer Terms shall not be construed to create any partnership, joint venture, franchisor-franchisee, or agency relationship between the parties.

9.2.     Assignment. You may not assign or transfer, by operation of law or otherwise, any of your rights under the Buyer Terms to any third party without IronPlanet's prior written consent. In the event of a permitted transfer, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.

9.3.     Record Keeping. IronPlanet cannot guarantee the preservation or maintenance of records relating to historical Auction transactions and bidding activity and encourages you to keep individual records and an accounting of all activity conducted through the Site.

9.4.     Termination. Without limiting any other remedies, IronPlanet shall have the right to terminate your access to the Site at any time, without notice, in IronPlanet's sole discretion for any reason, including, without limitation, if we (a) determine that you have violated the Buyer Terms (for example, violation of the prohibition on shill bidding), or (b) are unable to verify your bidder information. If you become dissatisfied with the Site, in any way, your only recourse is to immediately discontinue use of the Site.

9.5.     Export Control. As applicable, all Equipment is subject to U.S., Canadian, and other foreign export control laws and regulations, including the Export Administration Regulations ("EAR") maintained by the U.S. Department of Commerce, trade and economic sanctions maintained by the Treasury Department's Office of Foreign Assets Control ("OFAC"), and the International Traffic in Arms Regulations ("ITAR") maintained by the Department of State. IronPlanet will not allow participation from any person nor allow sales or shipments in violation of U.S. export and re-export control laws and regulations, including EAR, OFAC, and ITAR. You represent that you are not restricted from purchasing Equipment by any such laws and that you shall not take any actions in violation of these laws and regulations or, directly or indirectly, sell, export, re-export, transfer, divert, or otherwise dispose of any Equipment to any destination, entity, or person prohibited by these laws and regulations, without obtaining prior authorization from the competent government authorities as required by those laws and regulations.

9.6.     Severability; No Waiver. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision shall be enforced to the maximum extent permissible so as to affect the intent of this Agreement, and the remainder of this Agreement shall continue in full force and effect. The failure by either you or IronPlanet to exercise or enforce any rights or provisions of this Agreement shall not constitute a waiver of such right or provision.

9.7.     Survival. All provisions in this Agreement regarding representations and warranties, indemnification, disclaimers and limitations on liability, and payment obligations for fees and penalties incurred in relation to the Site prior to the termination date shall survive any termination of this Agreement.

9.8.     English Controlling Language. The parties expressly agree that all performance under this Agreement and the resolution of disputes shall be conducted in the English language. If a translation of this Agreement into any other language is required by law or provided by IronPlanet, the English version shall prevail to the extent that there is any conflict or discrepancy in meaning between the English version and any translation thereof. If this Agreement is provided to you in a language other than English, IronPlanet does so solely for your convenience.

9.9.     Notices. Any notice to IronPlanet Limited must be in writing and must be sent via email to europecare@ironplanet.com and by registered mail or overnight courier to IronPlanet Limited, c/o IronPlanet, Inc., 4695 Chabot Drive, Suite 102, Pleasanton, CA 94588, U.S.A, Attn: General Counsel. Any notice to IronPlanet, Inc. or Entreprises IronPlanet Canada must be in writing and must be sent via email to customercare@ironplanet.com and by registered mail or overnight courier to IronPlanet, Inc., 4695 Chabot Drive, Suite 102, Pleasanton, CA 94588, U.S.A, Attn: General Counsel. Any notice to you shall be given by email to the email address provided to you during registration as an Approved Bidder, or as subsequently updated by you, or via posting on the Site, any of which you agree shall be sufficient notice to you. Notice shall be deemed to have been given to you upon twenty-four (24) hours after it has been sent or at the time the information was posted on the Site. If you change your email address, you are responsible for updating your account profile.