IronPlanet Terms and Conditions

Revised September 22, 2017

Seller Terms and Conditions

KEY SELLER POINTS

IronPlanet is a marketplace for used heavy equipment that enables sellers to list and advertise their items for sale to a global audience of buyers. The actual contract for sale is directly between sellers and buyers. IronPlanet is not a traditional auctioneer, but a marketplace for promoting equipment for sale.

  • IronPlanet primarily offers five listing formats:
    • Online Auctions: A service where you are able to list and advertise Equipment for sale to the highest bidder who meets or exceeds the opening bid.
    • Buy Now: A service where you are able to list and advertise Equipment at a Buy Now Price.
    • Make Offer: A service where you are able to list and advertise Equipment for sale to a bidder at the Asking Price or a Negotiated Price.
    • Marketplace Direct: A service where you are able to self-list, advertise and manage the sale of business and surplus assets.
    • Reserve: A service where you are able to list and advertise Equipment for sale to the highest bidder in a reserved marketplace, where you set the Reserve Price.
  • You are responsible for the Equipment until it is removed from your location by the Buyer.
  • You are responsible for maintaining the Equipment in the same condition as documented in the Equipment Listing and the Inspection Report until it is removed from your location by the Buyer.
  • A qualified operator for Equipment designated for inspection will need to be provided by you.
  • You will need to provide all lien information to clear title and registration documentation and other information necessary to register Equipment.
  • Commissions and fees for use of IronPlanet's marketplace to list and advertise Equipment for sale are payable by you as detailed in IronPlanet's fee schedule (Schedule 1).
  • You will need to make Equipment available for transportation by the Buyer no later than one (1) business day after the conclusion of the Purchase Contract with the Buyer.
  • You shall not engage in shill bidding or artificially influence the price in any way.
  • For Sellers in the Middle East, you acknowledge that any actions undertaken by IronPlanet or an entity acting on its behalf (such as providing logistical support of collecting monies) are pursuant to and solely in order to facilitate the sale and purchase of the Equipment and enable smooth conclusion to the Purchase Contract between you and Buyer. IronPlanet does not conduct business or carry out any commercial activities in the Middle East, outside of the Jebel Ali Free Zone in the United Arab Emirates.

The Key Seller Points above provide an overview of our terms and conditions for participating as a seller in IronPlanet's marketplace and are subject to the complete Seller Terms and Conditions below.

SELLER TERMS AND CONDITIONS

These Seller Terms and Conditions, including all schedules and other policies, establish the terms of your use of IronPlanet's sites and services (e.g., www.ironplanet.com, eu.ironplanet.com, www.truckplanet.com, www.govplanet.com, www.catauctions.com and any third party marketplace) (together, the "Marketplace") and are incorporated by reference into the applicable listing agreement (collectively, the "Agreement") between you and IronPlanet for the listing and advertising of Equipment for sale to buyers. IronPlanet, Inc. is a Delaware corporation, and has a bond (#70259768) on file with the Secretary of State of California.

The Seller Terms were last revised on September 22, 2017.

1.        IRONPLANET'S SERVICES

1.1.     Services of IronPlanet. Under the terms of this Agreement, IronPlanet offers you the use of the Marketplace, which functions as a platform on which you can list and advertise Equipment for sale to potential buyers ("Buyers"). Each party is acting on its own behalf, and IronPlanet is not a party to the subsequent purchase contract for Equipment that is entered into between you and the Buyer. Nor does IronPlanet represent either party in the conclusion of such purchase contract. In consideration of your use of the Marketplace for the listing and advertising of Equipment for sale (the "Equipment"), commissions and fees as listed in Schedule 1 are payable by you.

1.2.     Exclusive Listing. The Marketplace shall be the exclusive listing site for Equipment and you shall not offer for sale or sell the Equipment in any other manner until the earlier of (a) the date such Equipment is sold via the Marketplace or (b) the date you withdraw the Equipment from the Marketplace (but in such event no less than ninety (90) days). By entering into an Agreement for use of the Marketplace, you hereby extend an irrevocable offer to sell the Equipment, as applicable, (a) to a Buyer who is the highest bidder and who meets or exceeds the opening bid, the Reserve Price, or Asking Price, as applicable, (b) to a Buyer who commits to purchase Equipment at the Buy Now Price; or (c) to a Buyer who commits to purchase Equipment at the Negotiated Price.

1.3.     Opening Bid and Scheduling. For Online Auctions, IronPlanet will set the opening bid for the Equipment and schedule the listing opening times. For Buy Now and Make Offer listings, IronPlanet will set the opening bid for the Equipment and schedule the listing opening times; you will have the option of setting a Buy Now Price ("Buy Now Price") or an Asking Price ("Asking Price"), not to exceed 120% of estimated market value as determined by IronPlanet. You may lower the Buy Now Price or the Asking Price during a listing period, but you may not add a Buy Now or an Asking Price after the opening time. If you have selected to list the Equipment by Reserve, you will have the option of setting a reserve price, not to exceed 120% of estimated market value as determined by IronPlanet ("Reserve Price"). IronPlanet will determine the period of time that the Reserve listing is published on the website and available for Buyers to submit bids (the "Reserve Period"). If, at the end of the Reserve Period, the Reserve Price has been met, the highest bid received from a Buyer will be automatically accepted. If the Reserve Price is not met during the Reserve Period, IronPlanet may elect to re-list the Equipment. All Buy Now, Make Offer and Reserve listings will be scheduled to run for up to ninety (90) consecutive days, at the discretion of IronPlanet. The listing period may be extended at IronPlanet's sole discretion. In the event the Equipment remains unsold, whether a Buy Now, Make Offer or Reserve listing, after ninety (90) days, (a) the Equipment must be re-inspected and will incur a Re-Inspection Fee and you agree to reduce the Buy Now Price, Asking Price or Reserve Price by 20% to continue the listing; or (b) you may elect, without penalty, to remove the listing.

1.4.     Additional Options. For Make Offer listings and Reserve listings where the Asking Price or Reserve Price is not met, you have the option to (a) accept bids lower than the Asking Price or Reserve Price, as applicable; (b) counter bids lower than the Asking Price or Reserve Price, as applicable, with a higher offer ("Counter Offer"); or (c) reject bids lower than the Asking Price or Reserve Price, as applicable, at any time during a listing. Counter Offers are valid for up to two (2) business days. However, only one (1) Counter Offer can be valid at any time; the last Counter Offer you issue supersedes and invalidates any previous Counter Offers. Upon acceptance of the Counter Offer by the Buyer, the listing is closed and you are legally bound to complete the transaction.

1.5.     Conclusion of Purchase Contract; Bill of Sale. After the winning bid for a piece of Equipment has been established by IronPlanet or the Buyer has (a) committed to purchase the Equipment at the Buy Now Price or the Asking Price or (b) met or exceeded the Reserve Price at the end of the Reserve Period, the bid or purchase commitment of Buyer will be automatically accepted by you and a purchase contract between you and Buyer is automatically concluded ("Purchase Contract"). All applicable terms and conditions of this Agreement shall apply to the Purchase Contract. Further, for Make Offer listings, you may accept or counter an offer below the Asking Price. In the event that you accept an offer or the Buyer accepts your Counter Offer (the "Negotiated Price"), the Purchase Contract is concluded and all terms herein shall apply. Buyer and Seller will be notified of the conclusion of the Purchase Contract by an email or other notification that is generated automatically by the Marketplace. Subject to your receipt of payment for the Equipment, you at your own expense shall deliver a bill of sale and such other documentation as may be reasonably necessary to transfer title to the Equipment to Buyer. Unless otherwise agreed, the Equipment listing will only show your "IronPlanet Seller ID", but not your formal identity, business name and/or address details. This information will only be provided to Buyer at the conclusion of the Purchase Contract.

1.6.     No Guarantee on Proceeds; No Shill Bidding. There is no guarantee as to the gross proceeds that may be realized from a listing on the Marketplace. You may not manipulate the bidding in any way, including bidding on your own Equipment, to artificially raise the final sales price. In the event of price manipulation, IronPlanet will (a) ban you from future use of the IronPlanet Marketplace, (b) cancel any involved transaction(s), and (c) charge you a Shill Bidding Fee.

1.7.     Equipment Availability; Risk of Loss. Subject to IronPlanet's receipt of full payment and Buyer’s completion of any additional, required documents, you and the Buyer will be notified that the Equipment is available for pick-up via an email that is generated automatically by the Marketplace ("Item Release"). You agree to have the Equipment available for transportation, complete with ignition key, to the Buyer no later than one (1) business day after conclusion of the Purchase Contract. If the Equipment is not available, you will be subject to pay a Post-Closing Delay Fee. Further, if you fail for any reason to release the Equipment to the Buyer after a Purchase Contract is concluded, you will be subject to a Seller Default Fee in addition to any other rights or remedies that IronPlanet or Buyer may have. Unless otherwise dictated in the Agreement, the responsibility and risk of loss for Equipment shall be and remain with you (and not IronPlanet or Buyer) until the earlier of: (a) the removal of the Equipment from the posted Equipment location by Buyer or Buyer's designated transportation provider or (b) receipt by you of all proceeds from the sale of Equipment. Thereafter, the Equipment shall be and remain at the risk of Buyer or Buyer's designated transportation provider (and not IronPlanet or you). Unless otherwise dictated in the Agreement, IronPlanet has no obligation to maintain insurance coverage pertaining to the Equipment in the possession of IronPlanet for purposes hereunder.

1.8.     Authorization to Use Marks. In connection with your use of the Marketplace, you agree that IronPlanet may use your name, trademark, logos, service marks and other designations ("Marks") to list you as a reference customer and to advertise, promote and market the Equipment. You hereby grant to IronPlanet, and represent and warrant that you have a right to grant, a non-exclusive, worldwide license to use, publicly display and perform, reproduce, and distribute the Marks, solely as permitted in this Agreement, including distributing e-mails to potential Buyers that incorporate Marks.

1.9.     Specific Performance. In addition to any other remedies that may exist, if you cancel a listing within two (2) weeks prior to the listing Opening Time or if you fail to have the Equipment available for transportation no later than one (1) business day following the conclusion of the Purchase Contract with Buyer, you hereby acknowledge and agree that (a) the damages to IronPlanet's business reputation, brand and customers are significant and irreparable, (b) an adequate remedy at law for such breach is inadequate, and (c) IronPlanet may seek enforcement of this Agreement by means of specific performance or injunction, without any requirement to post a bond or other security.

1.10.     Regulatory. The Equipment shall be in compliance with all Federal and State regulations regarding emissions, safety or any other regulations as required by law. Titled items must have a legible VIN or other I.D. as required by law. You will disclose to IronPlanet any and all modifications or omissions to the aforementioned Federal and State regulations including whether the item has been salvaged, reconstructed, or damaged in a flood.

1.11.     Services in the Middle East. You confirm that you have approached IronPlanet to seek assistance in respect of the sale of the Equipment. You acknowledge and agree that IronPlanet, as a Marketplace, does not have the ability to approach, solicit, engage, induce, initiate or select any sellers or buyers. The Marketplace is a platform connecting the buyers and sellers. Any actions undertaken by IronPlanet or an entity acting on its behalf (such as providing logistical support or collecting monies) are pursuant to and solely in order to facilitate the sale and purchase of the Equipment and enable smooth conclusion to the Purchase Contract between you and Buyer. IronPlanet does not conduct business or carry out any commercial activities in the Middle East, outside of the Jebel Ali Free Zone in the United Arab Emirates. As a Marketplace, IronPlanet accepts and allows all eligible persons to register, buy and/or sell Equipment in accordance with and subject to the terms and conditions and laws applicable to such buyers and sellers.

2.        EQUIPMENT LISTINGS. You may not list goods that are illegal to use or possess under any applicable law, rule or regulation. IronPlanet reserves the right, in its sole discretion, to (a) refuse to list any piece of Equipment at any time; (b) withdraw any Equipment listing from the Marketplace; (c) review and verify a listing's information and description; or (d) cancel any transaction that it deems to be suspicious or fraudulent and report it to applicable authorities. The information you provide during the Equipment listing process, combined with the Inspection Report, constitute the listing details for the Equipment ("Equipment Listing"). You agree to fully, completely and accurately disclose to IronPlanet all information relating to the Equipment of which you are aware. Any information (including brand name or other indication of origin or manufacture) that you provide related to the Equipment must be complete and accurate, and you shall be responsible for any inaccuracies, errors or omissions. Equipment Listings on the Marketplace may not include links to or a description of other items that you may have for sale outside of the Marketplace. For Equipment Listings with IronPlanet Limited and IronPlanet UK Limited, it is your obligation to provide a valid CE Certificate to certify the item as required under the Machinery Directive 2006/42/EC (as amended) and other applicable legislation. All costs of certifying and upgrading imported equipment as required by the Machinery Directive will be the responsibility of Buyer.

3.        INSPECTIONS; RESTRICTIONS ON USE

3.1.     Equipment Inspections. For all requested inspections, you agree to permit IronPlanet and/or its authorized representatives to test and inspect each piece of Equipment at a time and place specified in the listing agreement or as otherwise mutually agreed. IronPlanet shall produce an inspection report ("Inspection Report") for each piece of Equipment inspected by IronPlanet. IronPlanet inspections are solely for the purpose of reporting on the visible condition of the Equipment's major systems and attachments. IronPlanet inspections are NOT intended to detect latent or hidden defects or conditions that could only be found in connection with the physical dismantling of the Equipment or the use of diagnostic equipment or techniques. Your failure to properly maintain the Equipment from the date of inspection until its removal from your location by Buyer will void the inspection. If you alter or perform repairs or other maintenance to the Equipment after the inspection, another inspection will be required, and you will be subject to a Re-inspection Fee.

3.2.     Ownership of Inspection Report. The Inspection Report is the sole and exclusive property of IronPlanet. Except as expressly stated, nothing in this Agreement shall be deemed to grant to any other party, by implication, estoppel or otherwise, license rights, ownership rights or any other intellectual property rights in the Inspection Report. You cannot use the Inspection Report for any other purpose without the prior written approval from IronPlanet.

3.3.     Restrictions on Use of Equipment. From the time you provide Listing Details to the IronPlanet Marketplace or an inspection is performed by IronPlanet until the Equipment is removed from its location by or on behalf of Buyer following conclusion of a Purchase Contract, you may not operate, lease, rent, modify or alter the Equipment. In addition to any other rights and remedies that IronPlanet may have, a breach of this provision prior to the conclusion of a Purchase Contract for the Equipment may result in either of the following: (a) IronPlanet may remove the Equipment from the Marketplace and charge you a Removal Charge; or (b) IronPlanet may continue with the listing in which case if the Equipment was inspected previously by IronPlanet, you must have the Equipment re-inspected and pay IronPlanet a Re-Inspection Fee. If the Equipment was not inspected, you must supply updated Listing Details to IronPlanet and pay IronPlanet an additional Listing Fee. In the event of a breach of this provision is determined by IronPlanet in its reasonable discretion and the Equipment has been sold by a Purchase Contract, the transaction is subject to cancellation and you will be charged a Seller Default Charge in addition to reimbursement of transportation and other costs incurred by Buyer.

4.        LIENS

4.1.     Disclosure of Liens. You are responsible for making full disclosure to potential Buyers of all liens, adverse claims and other title encumbrances and third party interests that may exist on or pertain to your Equipment. You will at your own cost and expense warrant and defend title to the Equipment on behalf of the Buyer, its successors and assigns, against the claims and demands of all persons. If your net proceeds from the sale of Equipment listed on the Marketplace are insufficient to discharge creditor claims on the Equipment, you are fully responsible for paying the outstanding debt balance immediately upon demand by IronPlanet.

4.2.     Government Liens. If any government body, including but not limited to tax administrations, the U.S. Small Business Administration or any other governmental entity, holds a lien or encumbrance on the Equipment, then you shall be responsible for the payment of any independent equipment appraisals and documentation fees required to release such liens. You acknowledge and agree, and hereby authorize, that IronPlanet may, in its discretion, pay for such appraisals and documentation fees and deduct the amount from the proceeds due to you. If the net proceeds due to you are insufficient to pay the fees, you agree to promptly pay IronPlanet upon receipt of an invoice for the fees.

5.        FEES AND PAYMENT

5.1.     Fees. The commissions and fees payable to IronPlanet in consideration for using the Marketplace to list and advertise Equipment for sale are set forth in the listing agreement. IronPlanet's standard Fee Schedule is detailed in Schedule 1. Seller may request any of the services outlined in Schedule 1 in association with the sale of Equipment and agrees to pay all fees due for services completed. The cost of the services will be deducted from amounts otherwise due Seller when available. Otherwise, service fees will be invoiced directly to Seller. IronPlanet may change its fees from time to time, in its sole discretion, with or without notice to you, but no such change shall apply retroactively to Equipment already subject to a listing agreement. It is your responsibility to check all applicable fees prior to entering into a listing agreement.

5.2.     Payment of Proceeds. After the Purchase Contract is concluded between you and Buyer, the IronPlanet Marketplace will generate a third party invoice that is issued to Buyer on your behalf. Buyer is responsible for paying you the purchase price for the Equipment upon conclusion of a Purchase Contract, and you hereby instruct IronPlanet to facilitate receipt of the purchase price. Further, you hereby grant IronPlanet the right, in its own name, to enforce your right to payment. You agree that no monies shall be payable to you until paid by the Buyer. Once received by IronPlanet, any monies due to you, net of any commissions and fees due IronPlanet as detailed in this Agreement, shall be disbursed within fifteen (15) business days after conclusion of the Purchase Contract. You hereby consent to IronPlanet's right to offset any other commissions and fees specified in this Agreement or that result from additional services requested by you, with any remainder to be paid within fifteen (15) days following receipt of an invoice. You acknowledge that Buyers may fail to perform or pay on a timely basis and that IronPlanet shall not have any liability to you for any act or omission of Buyers.

5.3.     Taxes and Compliance with Laws. You shall be responsible for the payment of any tax or duty that is your responsibility as a seller of the Equipment. You acknowledge and undertake to make yourself aware of and comply with all laws that may be applicable to your access and use of the Marketplace, and your entering into a transaction on the Marketplace. IronPlanet disclaims any and all liability in respect of your use of the Marketplace and your sale of any Equipment resulting in any taxes (whether direct, indirect, local or federal), fines or penalties being levied on you. For the avoidance of doubt, it is your responsibility to satisfy yourself of any charges, taxes (whether direct, indirect, local or federal) or related obligations becoming applicable in respect of the transactions that you enter into on the Marketplace. You shall indemnify IronPlanet and its affiliates (and the officers, directors, agents and employees thereof) against any tax, cost or expense arising from your failure to satisfy any laws or regulations in relation to a transaction.

5.4.     VAT. This section shall only apply to Purchase Contracts concluded through IronPlanet Limited or IronPlanet UK Limited. 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. The amount of the successful bid for Equipment shall be exclusive of VAT, and the price payable by the successful Buyer shall be increased by the VAT chargeable to Buyer for such Equipment. In addition, all commissions, fees and other amounts payable to IronPlanet arising pursuant to this Agreement are calculated without regard to VAT, and the amount payable by Buyer shall be increased by the relevant amount of VAT that may be chargeable. To list and advertise Equipment for sale on the Marketplace, even if you would otherwise be entitled to raise a VAT invoice addressed to Buyer for the purchase of Equipment, you agree not to raise such an invoice and instead to accept a VAT invoice raised promptly by IronPlanet on your behalf after conclusion of the Purchase Contract. The invoice will be issued to Buyer after you have reviewed and approved the invoice by means of an automated process. IronPlanet is acting as a payment processor only, and you are responsible for ensuring that the correct VAT rate is applied and any VAT that is due for the purchase of the Equipment under the Purchase Contract. You are required to enter your VAT registration number on becoming a registered user of the IronPlanet Marketplace, and you shall immediately notify IronPlanet if that number ceases to be valid for any reason. You shall indemnify IronPlanet and its affiliates, officers, directors, agents and employees against any tax, cost or expense relating to your and/or Buyer's failure to satisfy any VAT chargeable in relation to a Purchase Contract. For the purposes of these Seller Terms, "VAT" means value added tax as provided for in the EU VAT Directive 2006/112/EEC or similar tax in countries outside the EU.

6.        YOUR OPTIONS AFTER BUYER DEFAULT. If the Buyer fails to pay in accordance with the Purchase Contract, the Buyer is considered to be in default. In the event of a Buyer default, you may at your own risk and account rescind the Purchase Contract with Buyer after which you may elect any one of the following options:

6.1.     Offer Equipment to Second Highest Bidder. If there was more than one bidder for the defaulted Equipment, you may elect to offer the Equipment to the second highest bidder. If the second highest bidder accepts, a Purchase Contract for the Equipment will be concluded by the Marketplace, and you will receive proceeds based on that second bidder's highest bid, less any applicable commissions and fees payable to IronPlanet;

6.2.     Re-list the Equipment. You may elect to relist the Equipment in a subsequent online listing within thirty (30) days of the Buyer default without incurring an additional Listing Fee. In such case, all other terms and conditions continue to apply; or

6.3.     Withdraw the Equipment. You may elect, without penalty, to withdraw the Equipment from listing on the Marketplace.

7.        REPRESENTATIONS AND WARRANTIES. You represent and warrant that: (a) no Equipment shall be fraudulent, stolen or counterfeit, (b) you are duly authorized to enter into the Agreement, (c) you are solvent and have not made any assignment, proposal or other proceeding for the benefit of your creditors, and (d) you own all right, title and interest in and to the Equipment and the Equipment is free and clear of all liens or other encumbrances, except as otherwise disclosed by you to IronPlanet in writing.

8.        INDEMNIFICATION. You agree to indemnify and hold harmless IronPlanet, its affiliated companies and their respective officers, directors, employees, agents, successors and assigns ("Indemnified Parties") from and against any claim or demand (including reasonable attorneys' and experts' fees and costs) made by any third party due to or arising out of your breach of this Agreement, your improper use of the Marketplace, or your violation of any law or the rights of a third party. IronPlanet shall promptly notify you in writing of any threatened or actual claim or demand and reasonably cooperate with you to facilitate the settlement or defense thereof. You shall have sole control of the defense or settlement of any claim or demand, provided that IronPlanet, at its option and expense, may participate and appear on equal footing with you. You shall not settle any claim or demand without the written consent of the indemnified parties, with such consent not to be unreasonably withheld or delayed.

9.      DISCLAIMER; LIMITATION OF LIABILITY. TO THE FULLEST EXTENT PERMITTED BY LAW, THE MARKETPLACE PROVIDED BY OR THROUGH IRONPLANET IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 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 LOSS OF REVENUE, PROFITS, OR BUSINESS, ANY LOSS OF GOODWILL OR REPUTATION, OR THE COSTS OF SUBSTITUTE GOODS OR SERVICES, EVEN IF IRONPLANET OR AN AUTHORIZED REPRESENTATIVE THEREOF HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.      LEGAL DISPUTES

10.1.   Contracting Entity. Unless otherwise indicated in a global agreement with IronPlanet, if the origin of your Equipment is in the United States or in other areas not otherwise outlined below, you are contracting with IronPlanet, Inc. (the "Contracting Entity") and transacting in U.S. Dollars. Otherwise, the Contracting Entity is as outlined below:

Location of EquipmentCurrencyContracting Entity
CanadaCanadian DollarsIronPlanet Canada Ltd.
European UnionEurosIronPlanet Limited
United KingdomBritish PoundsIronPlanet UK Limited
Middle EastU.S. DollarsRitchie Bros. Auctioneers (ME) Limited dba IronPlanet
AfricaEurosIronPlanet Limited
AustraliaAustralian DollarsRitchie Bros. Auctioneers Pty Ltd. dba IronPlanet

10.2.   Governing Law; Jurisdiction and Venue. For disputes between you and IronPlanet, Inc., this Agreement shall be governed by the laws of the State of Washington. For disputes between you and IronPlanet Canada Ltd., this Agreement shall be governed by the laws of the Province of British Columbia. For disputes between you and IronPlanet Limited, this Agreement shall be governed by the laws of Ireland. For disputes between you and IronPlanet UK Limited or Auctioneers (ME) Limited dba IronPlanet, this Agreement shall be governed by the laws of England and Wales. For disputes between you and Ritchie Bros. Auctioneers Pty Ltd. dba IronPlanet, this Agreement shall be governed by the laws of the State of Queensland. In all cases, this Agreement shall be governed by the laws of the jurisdiction noted above without regard to conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods and, if you are located in the United States, the Uniform Computer Information Transactions Act, do not apply. Any action against IronPlanet arising from or relating to this Agreement or any sale or consignment hereunder shall be commenced in the following courts and you irrevocably consent to the exclusive jurisdiction of such courts, as follows: (a) a state or federal court in King County, Washington if IronPlanet, Inc. is the party, (b) a Provincial or Supreme Court in New Westminster, British Columbia if IronPlanet Canada Ltd. is the party, (c) the courts located in Dublin, Ireland if IronPlanet Limited is the party, (d) in the courts of England and Wales if IronPlanet UK Limited is a party, (e) the courts located in Queensland if Ritchie Bros. Auctioneers Pty Ltd. dba IronPlanet is the party, and (f) the courts of Dubai International Financial Centre (DIFC) if Ritchie Bros. Auctioneers (ME) Limited is the party.

10.3.   English Controlling Language. 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, the English version will prevail to the extent that there is any conflict or discrepancy between the English version and any translation. If this Agreement is provided to you in a language other than English, IronPlanet does so solely for your convenience.

10.4.   Limitation Period. YOU AGREE THAT ANY CLAIM ARISING OUT OF OR RELATED TO THIS AGREEMENT MUST BE COMMENCED WITHIN SIX (6) MONTHS AFTER THE DISPUTE AROSE, AND IF NOT COMMENCED TIMELY SHALL BE PERMANENTLY BARRED.

10.5.   Improperly Filed Legal Disputes. Any claims that are filed or brought contrary to this Agreement shall be improperly filed and of no force and effect.

11.      TERMINATION, RESCISSION AND DEFAULT. IronPlanet shall have the right, in its sole discretion, to terminate this Agreement in whole or in part in the event (a) there are liens, encumbrances or adverse claims on or to any Equipment in addition to those that are listed in the listing agreement, (b) your net proceeds are insufficient to discharge creditor claims and pay IronPlanet's fees after title is cleared, (c) your lien holders are unwilling to release liens and/or allow Equipment to be listed for sale, (d) you are in breach of the Agreement, (e) you have provided inaccurate, fraudulent, outdated or incomplete information during the registration or Listing process or thereafter, (f) you have violated applicable laws, regulations or third party rights, (g) IronPlanet believes in good faith that such action is reasonably necessary to protect the safety or property of other customers, IronPlanet personnel or third parties, or (h) for fraud prevention, risk assessment, security or investigation purposes. In the event of such termination, in addition to any other remedies available to IronPlanet, you shall pay IronPlanet (a) 25% of the estimated market value of Equipment, (b) the Listing Fee and (c) any costs incurred by IronPlanet.

12.      AMENDMENT OF SELLER TERMS. IronPlanet may modify, add or remove any portion of the Seller Terms from time to time, in its sole discretion, with or without notice to you, by posting such changes on the Marketplace. Once posted such changes shall come into full force and effect; however no change in commissions and fees payable to IronPlanet in consideration for using the Marketplace shall apply retroactively to Equipment already subject to a listing agreement. In addition to other forms of acceptance, use of the Marketplace constitutes acceptance of these Seller Terms, including continued use after such changes are posted. It is your responsibility to check periodically for changes to Seller Terms.

13.      NOTICES. Any notice to IronPlanet Limited or IronPlanet UK 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 or IronPlanet UK Limited, c/o IronPlanet, Inc., 3825 Hopyard Road, Suite 250, Pleasanton, CA 94588, U.S.A, Attn: General Counsel. Any notice to IronPlanet, Inc. or IronPlanet Canada Ltd. must be in writing and must be sent via email to CustomerCare@ironplanet.com and by registered mail or overnight courier to IronPlanet, Inc., 3825 Hopyard Road, Suite 250, Pleasanton, CA 94588, U.S.A, Attn: General Counsel. Any notice to Ritchie Bros. Auctioneers Pty Ltd. or Ritchie Bros. Auctioneers (ME) Limited must be in writing and must be sent by registered mail or overnight courier to Ritchie Bros. Auctioneers Pty Ltd. or Ritchie Bros. Auctioneers (ME) Limited, c/o Ritchie Bros. Auctioneers, Inc., 9500 Glenlyon Pkwy, Burnaby, BC V5J 0C6, Canada. Notice to you must be in writing and shall be sent to the address provided by you in the Agreement. Notice shall be deemed to have been given upon three (3) business days after posting by registered mail or one (1) day after delivery to an overnight courier. If you change your address, you are responsible for providing an updated address to IronPlanet.

14.      PRIVACY. IronPlanet's Privacy Statement, located at http://eu.ironplanet.com/main/privacy.jsp, is hereby incorporated by reference. By entering into this Agreement, you are consenting to have your personal data transferred to and processed in the United States.

15.      GENERAL. This Agreement contains the entire agreement of the parties and supersedes all previous communications, representations, understandings and agreements, either oral or written, between us. In the event of a conflict between the Seller Terms and the listing agreement, the listing agreement shall control. This Agreement supersedes and replaces the terms in any Seller purchase order or other ordering document, and such documents shall be of no force or effect. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision shall be struck out and the remaining provisions shall continue in full force and effect. The failure by either party to exercise or enforce any rights or provisions of this Agreement shall not constitute a waiver of such right or provision. No partnership, joint venture, franchisor-franchisee, or agency relationship is intended or created by this Agreement. You may not assign or transfer this Agreement or your obligations hereunder in whole or in part, whether by operation of law or otherwise, 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. To the extent any novation is required for IronPlanet to assign this Agreement, you hereby appoint the officers of IronPlanet as your attorney-in-fact to execute all documents necessary to effect such novation. All provisions in this Agreement regarding representations and warranties, indemnification, disclaimers, limitations on liability, and payment obligations for fees incurred prior to the termination date shall survive any termination of this Agreement. Any delay in the performance of any duties or obligations of either party will not be considered a breach of this Agreement if such delay is caused by a labor dispute, market shortage of materials, fire, earthquake, flood or any other event beyond the control of such party, provided that such party uses reasonable efforts, under the circumstances, to resume performance as soon as reasonably practicable.


SCHEDULE 1
FEE SCHEDULE
Fees and Charges noted below will be invoiced in the listing currency (USD, CAD, EUR, GBP, or AUD)
 
TERM DESCRIPTION  
FEES
Listing Fee A Listing Fee (in addition to any applicable taxes) shall apply for each piece of Equipment you list on the Marketplace. The Listing Fees are specified in the Agreement. Additional Equipment will be subject to the prevailing Listing Fee at the time of each Equipment Listing.  
Lien Search Fee 50.00  
De-Registration Fee - IronPlanet Limited Only 60.00  
Title Transfer Fee 50.00  
Commission As specified in listing agreement based on the final selling Price of the Equipment.  
CHARGES
Removal Charge Listing Fee plus 25% of the greatest of (a) the estimated market value; (b) the opening bid or the Buy Now price ; (c) the Asking Price or the Reserve Price, as applicable; or (d) the highest bid submitted on the Equipment to the IronPlanet site. Except, in the event that the Asking Price or the Reserve Price was met, the Commission Fee of the final selling price as if the Equipment were sold shall be due.  
Re-inspection Charge 295.00. IronPlanet reserves the right to determine the exact amount of the Re-inspection Charge for any Equipment requiring re-inspection in its sole discretion on a case-by-case basis.  
Shill Bidding Charge 25% of the Equipment Advertisement Closing Price for any involved transaction(s).  
SELLER POST-CLOSING MATTERS
Post-Closing Delay Charge Charges include, but are not limited to, transportation cancellation or re-scheduling fees, transportation delay fees, hourly or daily average rental cost of equivalent replacement equipment for the Buyer, including loading, unloading and transportation costs. IronPlanet may assess the Post-Closing Delay Charge at its discretion.  
Seller Default Charge 25% of the winning Advertisement closing price, plus the Listing Fee and any costs incurred by Buyer and validated by IronPlanet.  
ENHANCED SERVICES - U.S. AND CANADA ONLY
Logistics Fee-Repair Estimate 75.00 - flat fee  
Transport Fee Transport Cost + 10%  
Storage Fee Storage Cost + 10%  
Repossession Fee Repossession Cost + 10%  
Make-Ready Fee Make-Ready Cost + 10%  
Duplicate Title Service 200.00 + gov. fees  
Manufacturer's Statement of Origin (MSO) & Titling Document Service 200.00 + gov. & man. fees  
VIN Tag / Manufacturer's Label Service 100.00 + man. fees  
Title Transfer Service 200.00 + gov. fees  
Corrected Title Service 200.00 + gov. fees