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These Terms and Conditions (“Terms and Conditions”), as set forth herein and which may be amended from time to time, shall govern the relationship and become a part of any and all transactions hereafter undertaken by, between, and among the persons or entities using the Auction's services (“Dealer” or “Dealership”), and AUCTION CENTRAL, LLC (“AUCTION CENTRAL” or the “Auction”). These Terms and Conditions and any amendments to them will be effective immediately upon the execution of this Agreement (“Effective Date”). Dealer’s access or use of Auction’s services following the Effective Date will constitute full acceptance of the then-current Terms and Conditions.

1. GENERAL TERMS

a. Scope and Purpose. AUCTION CENTRAL conducts periodic internet-based remote auction sales, both in real-time and by proxy (collectively “Sales”). AUCTION CENTRAL’s Sales offer principally, but not exclusively, transportation-related consigned goods, including automobiles, motorcycles, recreational vehicles, power equipment, vessels, and recreational watercraft (collectively, “Vehicles”). Dealer wishes to participate in the Sales (via its “Authorized Representative(s)”, as defined below), and voluntarily agrees to these Terms and Conditions in consideration of the AUCTION CENTRAL permitting such participation. Breach of these Terms and Conditions may result in the assessment of penalties, and/or temporary or permanent suspension of auction privileges.

b. Dealer Eligibility. Dealer warrants that Dealer is a licensed retail or wholesale dealer of one or more types of Vehicle(s) and/or a corporation or other legal entity that is otherwise legally eligible to purchase or sell Vehicles at wholesale auto auctions. Dealer agrees that these Terms and Conditions shall apply to all transactions by which Dealer sells consigned Vehicles as “Seller”, or in which Dealer purchases consigned Vehicles as “Buyer”. Dealer acknowledges that its participation as Buyer or Seller, or to participate in certain Sales events, may be limited by applicable law, the scope of the Dealer’s license, or other rules of eligibility, as may be determined in AUCTION CENTRAL’s sole discretion.

c. Buyer. A Dealer that is authorized to purchase vehicles on the AUCTION CENTRAL platform.

d. Seller. A Dealer that is authorized to sell vehicles on the AUCTION CENTRAL platform.

e. Authorized Representatives/Authorized Users. Dealer authorizes the person(s) designated in the Application and other documents as “Authorized Representative(s)” or “Authorized User(s)” to take or perform the following actions with respect to Vehicles: (a) purchase and/or sell Vehicles on behalf of Dealer including complete and execute papers conveying title, including the endorsement of the certificate of title, odometer statements, bills of sale and other similar documents in connection with the sale of all Vehicles, and/or (b) complete and execute on behalf of Dealer’s checks and/or drafts in connection with the purchase or sale of Vehicles. The authority of the Authorized Representatives shall continue in full force and effect until terminated by Dealer. Attempted oral revocation, alteration, or naming of additional Authorized Representatives shall be of no effect whatsoever. Dealer guarantees, as principal, all transactions made at the Auction by its Authorized Representatives, irrespective of any dispute regarding the actual authority to do the specific transaction. AUCTION CENTRAL, at its sole discretion, reserves the right not to do business with any Dealer and/or Authorized Representative.

f. Sharing of Auction Username/Password. Sharing or lending username and password is strictly prohibited and will be subject to a $5,000 fine and, at Auction Central’s sole discretion, Dealer may be prohibited from future use of AUCTION CENTRAL’s platform. Dealer is responsible for maintaining the confidentiality and security of its username and password. Dealer will be liable and responsible for all actions, omissions, failures to act, and/or transactions conducted in Dealer’s name with any username or password issued to Dealer or any of its Authorized Representatives, regardless of whether such action, omission, failure to act, and/or transaction was actually approved or authorized by Dealer. Please immediately notify AUCTION CENTRAL in writing upon the discovery of any unauthorized use of username and password.

g. Changes to Terms and Conditions. AUCTION CENTRAL, at its sole discretion, may amend these Terms and Conditions and other auction rules, Fee Schedules, Arbitration Policies, and Warranty Policies (“Auction Policies”) without sending notice to Dealers. The amended Auction Policies will be effective immediately upon posting to the AUCTION CENTRAL’s website, username, and password following such amendment will constitute full acceptance of any such changes. Notwithstanding the date executed by Dealer, these Terms and Conditions are effective on any transaction that occurs on or after the Effective Date.

h. Electronic Signature. Dealer will permit AUCTION CENTRAL to capture or otherwise acquire Dealer’s signature in digital or electronic form, and specifically authorizes AUCTION CENTRAL to apply the Dealer’s digital or electronic signature to Auction Sale documents.

i. AUCTION CENTRAL as Consignee. AUCTION CENTRAL is a service company and generally does not take title to, purchase or sell Vehicles. Rather, AUCTION CENTRAL facilitates the exchange of Vehicles between Seller and Buyer at the Auction. All Vehicles offered for sale at Auction by Seller are deemed consigned and are offered for sale by AUCTION CENTRAL on Seller’s behalf. AUCTION CENTRAL, at its sole discretion, reserves the right to refuse to accept or to remove from an Auction any Vehicles to be offered for sale. In any Vehicle purchase transaction, AUCTION CENTRAL shall not be deemed or considered the Vehicle’s Seller under any circumstances, except where AUCTION CENTRAL has specifically identified itself as Seller on the sale contract. AUCTION CENTRAL otherwise is not a party to any sale contract but shall be deemed a third-party beneficiary of such contract, entitled to the parties’ performance and to seek legal remedies for the parties’ breach.

j. Seller Protection Package. Service offered by AUCTION CENTRAL that protects the Seller from financial responsibility on all arbitration claims with the exception of (i) undisclosed frame damage, (ii) undisclosed missing or inoperable catalytic converter, (iii) incorrectly listed model or trim level, (iv) undisclosed title/odometer issues, (v) undisclosed previous Canadian registration, and (vi) inability to provide title and paperwork necessary to facilitate the transfer of ownership.

k. Auction Fees. Dealer agrees to pay all service fees and charges of Auction for services rendered by Auction, including but not limited to, penalties for failure to comply with various provisions, or certain convenience features, each as applicable (“ Fees”). AUCTION CENTRAL, in its sole discretion and at any time, may add, delete, or change some or all of the Fees, as applicable. Such changes will be communicated to the Dealer at least 48 hours before they go into effect. Also, AUCTION CENTRAL reserves the right to and may have arrangements with certain Dealers that result in reduced Fees, the payment of discounts/rebates associated with the sales of Vehicles, and/or marketing assessments in the form of premium buyer fees. AUCTION CENTRAL’s fee schedule is available online at https://aucitoncentral.com/faqs and payable by Dealer in connection with the transaction is the “Total Payment Amount.”

l. Buyer Fees. Auction Fees paid by the buyer in excess of the sale price of a vehicle purchased on the AUCTION CENTRAL platform. The buyer fee schedule is available online at https://aucitoncentral.com/faqs

m. Seller Fees. Auction Fees paid by the Seller with the successful sale of a vehicle on the AUCTION CENTRAL platform. The seller fee schedule is available online at https://aucitoncentral.com/faqs and includes the Seller Protection Package.

n. Arbitration Expenses. Expenses paid by AUCTION CENTRAL associated with claims are presented in accordance with AUCTION CENTRAL’s Arbitration Policy. These expenses include awards made to the buyer as well as direct expenses incurred in processing and validating the claims.

o. Buyer Payment Terms. Total Payment Amount is due immediately after the sale is final and will be executed via ACH via AUCTION CENTRAL’s platform. “Payment Due Date”. Buyers and Sellers agree to provide consent for AUCTION CENTRAL and it’s agents to execute payments via ACH as outlined in the ACH authorization form contained in the attached document entitled “Auction Central ACH Authorization Form”. Failure to make payment will result in a $1,000 and, at Auction Central’s sole discretion, the Dealer may be banned from future use of AUCTION CENTRAL’s platform.

p. Seller Payment Terms. AUCTION CENTRAL will initiate payment to the Seller after all of the following processes have been completed.

1. AUCTION CENTRAL receives the vehicle’s title, lien release (if applicable), and/all other paperwork necessary for the transfer of ownership.

2. The buying dealer receives the above-mentioned paperwork from AUCTION CENTRAL

3. AUCTION CENTRAL initiates and verifies ACH payment from the buying dealer.

q. Right to Unwind. AUCTION CENTRAL reserves the right to void, unwind, adjust, or cancel any transaction at its sole discretion.

2. ARBITRATION AND WARRANTY POLICIES

a. Arbitration is governed by the policies and procedures stated on the AUCTION CENTRAL website at the following URL (“Auction Central Arbitration Policy”) to resolve disputes between Buyers and Sellers. https://auctioncentral.com/arbitration-policy

b. Vehicles eligible for warranty coverage will be subject to the terms and conditions stated on the AUCTION CENTRAL website at the following URL “Auction Central Warranty Policy”.https://auctioncentral.com/warranty-policy

c. By executing this Agreement, the Dealer acknowledges and consents to the terms set forth in both the Auction Arbitration Policies and the Auction Central Warranty Policies.

3. SELLER OBLIGATIONS

a. It is the Seller’s obligation to fairly represent its Vehicle and to correct any errors made regarding disclosed conditions. Seller is responsible for the accuracy and completeness regardless of whether Seller has relied on third-party resources (e.g. inspection company, vehicle listing service, electronic data vehicle history report, etc).

b. Seller attests that it has the legal right and associated paperwork necessary to sell motor vehicles in the state that the seller holds a dealership license.

c. Seller agrees that vehicles listed on the platform will be available for AUCTION CENTRAL personnel to conduct a condition report.

d. Seller will make vehicles, along with keys, accessories, and other related items, sold on the platform available for the buyer or their agent to pick up and transportation within normal business hours and no later than 1 business day after the vehicle has been purchased.

e. Seller will disclose any and all known problems, enhancements, or modifications made to the vehicle after the vehicle was manufactured and has read, understood, acknowledged, and accepted the terms outlined in AUCTION CENTRAL’s Arbitration Agreement.

f. Seller acknowledges that, at its sole discretion, AUCTION CENTRAL may refuse a Dealer's request to sell vehicles on the platform at any time.

g. In all cases, even if the Seller utilizes AUCTION CENTRAL’s condition report service, the Seller maintains sole responsibility for proper disclosure of the following information:

i. Year, Make, Model, and Trim

ii. Proper, original, and valid Vehicle Identification Number plate

iii. Indication if not originally manufactured for sale in the United States

iv. Known accident history or previous damage

v. Known mechanical issues

vi. Presence of a catalytic converter

vii. Branded or salvage title

i. Online Photographs. Photographs must accurately and fairly represent the condition of the Vehicle. Photographs of damage or other conditions that could materially affect the value of a Vehicle should be included.

j. Possession: Vehicles must at all times be under the lawful possession, custody, and control of the Seller until the vehicle is sold. Seller or Seller’s agent is required to retain all ownership documents in its custody and control until AUCTION CENTRAL has confirmed it has received payment from the Buyer and the funds have cleared the Buyer’s bank.

4. BUYER OBLIGATIONS

a. Buyer will not use any Vehicle that is subject to an arbitration Claim. Other than for test-driving purposes (not to exceed 50 miles) Buyer may lose right to make or continue a Claim if Buyer drives Vehicle.

b. Pending a final decision on the Claim, Buyer must, at its own expense, take reasonable steps to care for, preserve, secure and store the Vehicle until the arbitration claim is fully resolved.

c. Buyer is not entitled to charge any parking, marshaling, or other fees in connection with its preservation of the Vehicle. Buyer will be charged the cost of damage repair and/or assessed a penalty fee for any breach of this provision.

5. RETURNS

a. If, as a result of the arbitration process, AUCTION CENTRAL determines that the sale is canceled, Buyer and Seller will follow the instructions provided by the AUCTION CENTRAL regarding arrangements for pick-up and delivery of the Vehicle.

b. Seller will be responsible for all Vehicle return transportation costs and, if so determined by AUCTION CENTRAL, Buyer’s transportation costs. Risk of loss of the Vehicle remains with Buyer until the Vehicle is delivered to Seller or to Seller’s carrier or other agents.

c. Buyer is responsible for ensuring that at time of delivery to the Seller, Vehicle is in the same or better condition as when it was sold.

6. ADDITIONAL TERMS AND CONDITIONS

a. Reasonable Circumstances. AUCTION CENTRAL reserves the right to interpret, waive or vary any provision of these Policies if, in its sole discretion, AUCTION CENTRAL considers it fair and reasonable to do so in the circumstances.

b. Cancellation of Sale. If the sale is canceled due to Seller’s failure of disclosure or can not provide the actual vehicle, title, lien release, or other associated documents necessary to consummate the sale in accordance with the Buyer’s local DMV requirements, Seller will re-pay to Buyer the full purchase price, all Buyer fees, plus any other amount AUCTION CENTRAL, in its discretion, determines to be fair and reasonable compensation to Buyer. Auction reserves the right to assess additional fees against Seller or Buyer that AUCTION CENTRAL, in its discretion, determines to be fair and reasonable in the circumstances.

c. Right to Deny. AUCTION CENTRAL reserves the right to deny or limit arbitration rights if Vehicle has been transported to a country different than the country of the Grounding Location.

d. Warranties Regarding Title. Seller warrants, represents, and guarantees possession and conveyance of a certificate of title, properly executed, valid in the state where the transaction is occurring and clear of all liens and encumbrances (except current year DMV fees in California), and Seller warrants and will defend the title against the claims and demands of all person whatsoever. Buyer further acknowledges that with respect to purchased Vehicles, AUCTION CENTRAL has assumed no responsibility to investigate Seller’s title or to otherwise identify defects in Seller’s title or title documents, and makes no warranty whatsoever regarding title or title documents.

e. Right Not To List A Vehicle. AUCTION CENTRAL reserves the right to refuse to list/sell any Vehicle on which the Vehicle identification number plate appears marred or in any way altered or any Vehicle not originally manufactured for sale in the United States (European or Canadian conversions). Those vehicles having a reassigned VIN plate by the State in place of the original VIN plate must be announced or will be subject to sale cancellation or Buyer return.

f. No Warranties by AUCTION CENTRAL. AUCTION CENTRAL is not responsible for, nor does it represent or warrant (a) the accuracy of odometer mileage, (b) the information contained in the odometer mileage statement, (c) warranties of title, merchantability or fitness for a particular purpose, (d) license plates, (e) Vehicle service or maintenance history, (f) information contained in Vehicle history reports, (g) Vehicle condition, (h) year the Vehicle was manufactured, (i) the accuracy of any market information, (j) mileage and other information printed on the windows, (k) the description of the Vehicle, (l) equipment and options for the Vehicle, (m) availability or validity of factory warranty, (n) fitness of Vehicle for export, and (o) any and all representations and warranties made by or on behalf of the Seller. Dealer is responsible to disclose, announce all information relative to a Vehicle’s condition prior to making a listing or sale.

g. Delivery of Vehicle and Title. Buyer is liable for all expenditures, mileage, wear, damage, and all other losses to a Vehicle after it is purchased. AUCTION CENTRAL is not liable for any expense whatsoever incurred by Buyer in the event title is not delivered. Dealer assumes all risk of loss related to or arising from titles or related documents lost, destroyed, or erroneously completed by the governmental agency processing a title, or any title lost in transit, whether sent by postal service or other courier. If the Vehicle is to be exported, Buyer is responsible for verifying that the Vehicle satisfies all export requirements of the originating country and all import requirements of the destination country. AUCTION CENTRAL is not the importer or exporter and is not responsible for supplying export or import documentation. In the event a Vehicle does not meet export requirements, Buyer is responsible for all auction fees and any loss incurred on the resale of the Vehicle.

h. Routed Export Transactions. Any and all vehicle purchases that become export transactions shall be “routed export transactions” under section 30.3(e) of the Foreign Trade Regulations (15 C.F.R. § 30.3(e)), in which the Buyer is acting as the Foreign Principal Party in Interest (“FPPI“). As the FPPI, the Buyer will authorize a U.S. forwarding agent to facilitate the export of such vehicles from the United States and prepare and file any required Electronic Export Information (“EEI”).

i. The Buyer or its forwarding agent shall provide AUCTION CENTRAL with a copy of this authorization if requested by AUCTION CENTRAL pursuant to section 30.3(e)(2) (15 C.F.R. § 30.3(e)(2)).

ii. FPPI agrees that neither AUCTION CENTRAL nor the Seller will be the exporter under the Export Administration Regulations (“EAR”) in such routed export transactions.

iii. The FPPI also acknowledges that vehicles purchased through AUCTION CENTRAL’s platform could, potentially, be subject to export licensing requirements.

iv. The FPPI agrees to undertake, with respect to vehicles purchased through the AUCTION CENTRAL’s platform, the following responsibilities: (1) to determine any applicable export license requirements; (2) to obtain any required export license and/or any other required export authorization; (3) to carry out any customs formalities for the export of the vehicles; and (4) to authorize the U.S. Forwarding Agent, who will be the exporter for EAR purposes, to act on behalf of the FPPI in connection with the exportation of such vehicles and to prepare and file the EEI and any required export license applications.

i. Claim Indemnity. Dealer shall indemnify, defend and hold harmless AUCTION CENTRAL, its parent company, subsidiaries, affiliates, directors, officers, agents, employees, representatives, and as necessary, other Dealers, from and against any liability, loss, damage, cost, expense, claim, suit or demand, including, without limitation, attorneys’ fees and other legal costs, resulting from, arising out of or connected, directly or indirectly, with any claim of breach of warranty or by a breach by Dealer of any of these Terms and Conditions, including, but not limited to, all claims, allegations, and demands whatsoever challenging the validity of Seller’s title or title documents. Dealer shall further indemnify, defend and hold harmless AUCTION CENTRAL, its parent company, subsidiaries, affiliates, directors, officers, agents, employees, representatives, and as necessary, other Dealers, from and against any liability, loss, damage, cost, expense, death, injury, theft, conversion, claim, suit or demand, including, without limitation, attorneys’ fees and other legal costs, resulting from, arising out of or connected, directly or indirectly, with the purchase and use of any vehicles, transportation of any vehicles from Seller to Buyer and vice versa. Moreover, the risk of loss for a vehicle remains with the Seller until the transportation company picks up the vehicle, at which point the risk of loss for the vehicle is transferred to the Buyer.

j. Records/Compliance with Laws. Dealer will maintain complete and accurate records concerning all aspects of any Transaction. All business practices, acts, and operations of Dealer in connection with the Auction will be in compliance with all applicable federal, state, and local laws and regulations.

k. Representations Regarding Taxes. Dealer certifies that it holds the appropriate documentation issued by the sales tax authority of the state or province, or locality of its business, if necessary, which exempts Dealer from the payment of sales tax. In the event that the property is used for any purpose other than for resale, Dealer will pay directly to the proper taxing authorities such sale or use tax as may then accrue and be due and payable.

l. Transfer of Legal Ownership from Seller. Notwithstanding any language in these Terms and Conditions and subject to Seller’s obligations with respect to any arbitrated Vehicle, both parties have entered into an irrevocable contract of sale of a vehicle at the conclusion of the Auction sale, and Seller relinquishes legal ownership of the Vehicle at the earlier of Buyer taking possession of the Vehicle, regardless of whether title documents are provided to Buyer at that time.

m. Outside of Auction Sales. If Dealer has consigned a Vehicle for sale at the Auction and it sells outside of AUCTION CENTRAL, it is Dealer’s sole responsibility to notify Auction promptly of the Vehicle’s prior sale and to request that the Vehicle be pulled from any Auction sale and online listing. If Seller fails to timely notify Auction, resulting in the Vehicle’s sale by AUCTION CENTRAL (a “double sale”), Seller shall be solely responsible for a double sale fee of $250 along with any and all resulting losses from the double sale, including but not limited to all fees owing to AUCTION CENTRAL arising from AUCTION CENTRAL’s sale of the Vehicle (including buyer fees, off-site Vehicle sale proceeds if already paid and reasonable attorney fees), and all other incidental or consequential damages suffered by AUCTION CENTRAL, Buyer.

n. Price Boosting. Price boosting (aka “shilling”), or any other activity in which a Dealer on its own or in concert with others attempts to artificially inflate or decrease the selling price of a Vehicle, is strictly prohibited. Neither Dealer nor any of its Authorized Users, or agents may directly or indirectly bid on any Vehicles consigned by Dealer to the Auction for the purposes of attempting to increase the sale price. “Self-dealing” at the auction is also strictly prohibited. For purpose of this Agreement, “self-dealing” means activities by any person or entity selling or purchasing at auction in which both the seller and buyer are the same or substantially related entities, and/or share Authorized Representatives or principals, where the Auction determines in its sole discretion that the intent and/or the result of such dealing is artificial manipulation of the auction process to create an unfair advantage or disadvantage or to impose undue risk upon the AUCTION CENTRAL or others. Notwithstanding the prohibitions set forth in this section, Dealer understands that such activity by others is beyond the control of the Auction, and the Auction assumes no duty to prevent or discover such activity and is not responsible to Buyer or Seller for such activity by third parties. In the event Dealer and/or its representatives are found to be engaged in such activities, AUCTION CENTRAL, in its sole discretion, may suspend or permanently revoke Dealer’s purchasing/selling privileges in the Auction regardless of whether Dealer benefited from such activities.

o. Valuation Guides. Any and all materials contained in the AUCTION CENTRAL’s valuation guides are provided to Dealer and buyer as a courtesy for informational purposes only and are not intended to convey a warranty of any kind, express or implied, including the warranty of merchantability or fitness for a particular purpose. Clerical errors by the Auction in such market guides shall not form the basis of any price adjustment or rescission of any sale unless the error is material, and subject to all other applicable arbitration guidelines. A clerical error, even if material, will not permit Buyer’s arbitration or rescission on a vehicle sold “As Is”, unless the error resulted in the exclusion or incorrect disclosure of information otherwise required to be made under the Auction Central Arbitration Policies, and then only if brought to Auction’s attention during the applicable arbitration period. Buyer acknowledges that any statement in a market guide or condition report prepared by Auction or any third-party describing the mechanical, structural, or cosmetic condition of any vehicle as “fair”, “rough”, “average”, or similar description shall be deemed a matter of subjective opinion, offered as a guideline only, and not as an objective statement of fact.

p. Chat Feature Terms and Conditions. When utilizing AUCTION CENTRAL's chat feature, you may not post or send any content which:

Contains expletives or language which could be deemed offensive or is likely to harass, upset, embarrass, alarm or annoy any other person;
Is obscene, pornographic, or otherwise may offend human dignity;
Is abusive, insulting, threatening, or promotes or encourages racism, sexism, hatred, or bigotry;
Incorporates the image or likeness of any individual under 18 years of age;
Encourages any illegal activity including, without limitation, terrorism, inciting racial hatred, or the submission of which in itself constitutes committing a criminal offense;
Is defamatory;
Relates to commercial activities (including, without limitation, sales, competitions and advertising, links to other websites or premium line telephone numbers);
Involves the transmission of “junk” mail or “spam”;
Contains any spyware, adware, viruses, corrupt files, worm programs, or other malicious code designed to interrupt, damage, or limit the functionality of or disrupt any software, hardware, telecommunications, networks, servers, or other equipment, Trojan horse, or any other material designed to damage, interfere with, wrongly intercept or expropriate any data or personal information whether from Chat & Date or otherwise;
Itself, or the posting of which, infringes any third party’s rights (including, without limitation, intellectual property rights and privacy rights); or
Shows another person which was created or distributed without that person’s consent.

Failure to adhere to these rules may result in the termination of chat feature usage and deactivation of your account.

7. CONDUCTING BUSINESS

a. AUCTION CENTRAL may rely and act upon any purported signature whether oral, written, or electronic and other communication in connection with the Auction purportedly sent by Dealer and/or any Authorized User or person purporting to be an agent or employee of Dealer, and (ii) has no obligation to scrutinize, inquire, or confirm any signature or communication with Dealer, any Authorized User or other person purporting to be an agent or employee of Dealer.

b. AUCTION CENTRAL may conduct business with Dealer through the (nonexclusive) use of electronic, computer, digital, or other paperless means, including the good faith reliance on electronic mail, facsimile transmittal, telephonic, or other usual and regular forms of communication without confirmation or authentication of the communication by receipt of an original signature, document, paper or otherwise.

c. AUCTION CENTRAL is a private business and reserves the right to cease doing business with the Dealer, at any time, at its sole discretion. The Dealer has no right, remedy, or cause of action for same. Dealer also acknowledges and agrees that there are numerous sources, other than Auction Central, to acquire and sell used motor vehicles and related services.

8. GOVERNING LAW, JURISDICTION, AND VENUE

a. These Terms and Conditions, and any and all agreements or authorizations executed by Dealer, Authorized Representative, or AUCTION CENTRAL in connection herewith shall be governed by and interpreted in accordance with the substantive laws of the State of New York without resort to principles of conflicts of laws. By execution of these Terms and Conditions, Dealer submits to the personal exclusive jurisdiction of the courts of the State of New York and to venue in the Circuit and Superior Courts of Albany County, New York and the federal courts of the United States, sitting in New York for the adjudication of any matters arising under or in connection with these Terms and Conditions and Auction Rules.

b. Any action initiated by Dealer against AUCTION CENTRAL relating to these Terms and Conditions shall be filed and conducted in said Courts. AUCTION CENTRAL may bring any suit against Dealer under or related to these Terms and Conditions in any Court of competent jurisdiction.

9. TRANSPORTATION

a. Authorization to Arrange Transportation. By selecting “Auction-Arranged Transportation” for a specific Vehicle, Buyer authorizes and directs AUCTION CENTRAL to arrange the transportation of such Vehicle on Buyer’s behalf with a third party transportation company. Buyer acknowledges that transportation will not be arranged until Buyer has paid the Total Payment Amount, including all Fees, including transportation Fees to AUCTION CENTRAL.

b. Risk of Loss. Risk of loss for a Vehicle remains with the Seller until the transportation company, arranged on Buyer’s behalf or by AUCTION CENTRAL as a convenience to Buyer, picks up the Vehicle from the grounding location (the “Dealer’s Car Lot”), at which point the risk of loss for the Vehicle is transferred to the Buyer.

c. Transportation Damage Claim Initiation. Buyer is fully responsible for any damages and may initiate a claim for transportation damage on a Vehicle transported with the third party Transportation Company.

d. Indemnification. Buyer agrees to indemnify and hold harmless the AUCTION CENTRAL, its subsidiaries, and other affiliates, and each of their officers, employees, and agents from any and all claims, expenses, losses and costs associated with any personal injury, property damage or delay, that may occur and that relates in any way to the transportation of the Vehicle from the Dealer’s Car Lot to the designated location by Buyer.

e. Miscellaneous. No waiver of the provisions hereof shall be effective unless in writing and signed by AUCTION CENTRAL. If any term or section of these Terms and Conditions is held invalid or unenforceable, under any statute or court decision, or any governmental rule or regulation, the remainder of these Terms and Conditions shall remain effective. These Terms and Conditions shall bind the respective heirs, executors, administrators, successors, and assigns of Dealer and inure to the benefit of AUCTION CENTRAL and its successors, assigns, and subrogees.

General Terms and Conditions

1. GENERAL TERMS

c. Buyer. A Dealer that is authorized to purchase vehicles on the AUCTION CENTRAL platform.

d. Seller. A Dealer that is authorized to sell vehicles on the AUCTION CENTRAL platform.

k. Auction Fees. Dealer agrees to pay all service fees and charges of Auction for services rendered by Auction, including but not limited to, penalties for failure to comply with various provisions, or certain convenience features, each as applicable (“ Fees”). AUCTION CENTRAL, in its sole discretion and at any time, may add, delete, or change some or all of the Fees, as applicable. Such changes will be communicated to the Dealer at least 48 hours before they go into effect. Also, AUCTION CENTRAL reserves the right to and may have arrangements with certain Dealers that result in reduced Fees, the payment of discounts/rebates associated with the sales of Vehicles, and/or marketing assessments in the form of premium buyer fees. AUCTION CENTRAL’s fee schedule is available online athttps://aucitoncentral.com/faqs and payable by Dealer in connection with the transaction is the “Total Payment Amount.”

m. Seller Fees. Auction Fees paid by the Seller with the successful sale of a vehicle on the AUCTION CENTRAL platform. The seller fee schedule is available online athttps://aucitoncentral.com/faqs and includes the Seller Protection Package.

p. Seller Payment Terms. AUCTION CENTRAL will initiate payment to the Seller after all of the following processes have been completed.

1. AUCTION CENTRAL receives the vehicle’s title, lien release (if applicable), and/all other paperwork necessary for the transfer of ownership.

2. The buying dealer receives the above-mentioned paperwork from AUCTION CENTRAL

3. AUCTION CENTRAL initiates and verifies ACH payment from the buying dealer.

q. Right to Unwind. AUCTION CENTRAL reserves the right to void, unwind, adjust, or cancel any transaction at its sole discretion.

2. ARBITRATION AND WARRANTY POLICIES

c. By executing this Agreement, the Dealer acknowledges and consents to the terms set forth in both the Auction Arbitration Policies and the Auction Central Warranty Policies.

3. SELLER OBLIGATIONS

b. Seller attests that it has the legal right and associated paperwork necessary to sell motor vehicles in the state that the seller holds a dealership license.

c. Seller agrees that vehicles listed on the platform will be available for AUCTION CENTRAL personnel to conduct a condition report.

f. Seller acknowledges that, at its sole discretion, AUCTION CENTRAL may refuse a Dealer's request to sell vehicles on the platform at any time.

g. In all cases, even if the Seller utilizes AUCTION CENTRAL’s condition report service, the Seller maintains sole responsibility for proper disclosure of the following information:

i. Year, Make, Model, and Trim

ii. Proper, original, and valid Vehicle Identification Number plate

iii. Indication if not originally manufactured for sale in the United States

iv. Known accident history or previous damage

v. Known mechanical issues

vi. Presence of a catalytic converter

vii. Branded or salvage title

4. BUYER OBLIGATIONS

b. Pending a final decision on the Claim, Buyer must, at its own expense, take reasonable steps to care for, preserve, secure and store the Vehicle until the arbitration claim is fully resolved.

5. RETURNS

c. Buyer is responsible for ensuring that at time of delivery to the Seller, Vehicle is in the same or better condition as when it was sold.

6. ADDITIONAL TERMS AND CONDITIONS

c. Right to Deny. AUCTION CENTRAL reserves the right to deny or limit arbitration rights if Vehicle has been transported to a country different than the country of the Grounding Location.

i. The Buyer or its forwarding agent shall provide AUCTION CENTRAL with a copy of this authorization if requested by AUCTION CENTRAL pursuant to section 30.3(e)(2) (15 C.F.R. § 30.3(e)(2)).

ii. FPPI agrees that neither AUCTION CENTRAL nor the Seller will be the exporter under the Export Administration Regulations (“EAR”) in such routed export transactions.

iii. The FPPI also acknowledges that vehicles purchased through AUCTION CENTRAL’s platform could, potentially, be subject to export licensing requirements.

p. Chat Feature Terms and Conditions. When utilizing AUCTION CENTRAL's chat feature, you may not post or send any content which:

Contains expletives or language which could be deemed offensive or is likely to harass, upset, embarrass, alarm or annoy any other person;
Is obscene, pornographic, or otherwise may offend human dignity;
Is abusive, insulting, threatening, or promotes or encourages racism, sexism, hatred, or bigotry;
Incorporates the image or likeness of any individual under 18 years of age;
Encourages any illegal activity including, without limitation, terrorism, inciting racial hatred, or the submission of which in itself constitutes committing a criminal offense;
Is defamatory;
Relates to commercial activities (including, without limitation, sales, competitions and advertising, links to other websites or premium line telephone numbers);
Involves the transmission of “junk” mail or “spam”;
Contains any spyware, adware, viruses, corrupt files, worm programs, or other malicious code designed to interrupt, damage, or limit the functionality of or disrupt any software, hardware, telecommunications, networks, servers, or other equipment, Trojan horse, or any other material designed to damage, interfere with, wrongly intercept or expropriate any data or personal information whether from Chat & Date or otherwise;
Itself, or the posting of which, infringes any third party’s rights (including, without limitation, intellectual property rights and privacy rights); or
Shows another person which was created or distributed without that person’s consent.

Failure to adhere to these rules may result in the termination of chat feature usage and deactivation of your account.

7. CONDUCTING BUSINESS

8. GOVERNING LAW, JURISDICTION, AND VENUE

9. TRANSPORTATION

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Power of Attorney*

I authorize Power of Attorney limited to the terms set forth below

Vehicle sale and transfer of ownership documents:
I hereby appoint and constitute AUCTION CENTRAL and its designees to execute on behalf of the Dealership, certificates of title and/or registration of such vehicles’ odometer, damage disclosures, and such other documents as deemed necessary for conveyance of a certificate of title, properly executed, valid in the state where the transaction is occurring and clear of all liens and encumbrances.

With reference to the odometer disclosure statement, unless otherwise instructed by the Dealership, AUCTION CENTRAL and/or its designees are directed to enter the mileage reading on the dashboard of each vehicle as the true and correct mileage of such vehicle.

With reference to the damage disclosure statement, unless otherwise instructed by the Dealership, in executing the damage disclosure statement on behalf of the Dealership, AUCTION CENTRAL and/or its designees are directed to enter no damage from all incidents of $5,000 or more and no salvage, rebuilt or flood in this state or any other state.

Unless it states otherwise in writing, the Dealership represents that such mileage readings are true and correct, and the condition report presented to the Dealership by the Auction is also true and correct. The Dealership will defend, indemnify and hold harmless AUCTION CENTRAL and its designees acting pursuant to this Power of Attorney against any and all costs, claims, or actions whatsoever, including reasonable attorney's fees, based upon or resulting from inaccuracy of the Condition Report prepared in connection with the sale at auction of any vehicle.

I understand and consent to exchange information with AUCTION CENTRAL via mail, fax, phone, email, or SMS.

Vehicle listing and representation:
I authorize AUCTION CENTRAL to inspect each vehicle that I intend to list on the AUCTION CENTRAL platform. The inspection process will result in the creation of a report detailing the condition of the vehicle (“Condition Report”).

I acknowledge that I have the ability to review the Condition Report, and attest to the following:
- I am the owner of these vehicles.
- I agree with the frame condition specified in the structural section of each Condition Report.
- The catalytic converters and the originally equipped exhaust after-treatment package are installed and functional.
- The model and trim levels represented in the report are accurate.
- The country of origin (United States, Canadian, Grey Market) indicated in the Condition Reports is correct and accurate.

If I or my designees have not indicated otherwise in writing, or directly on the auction platform, prior to the auction date designated by AUCTION CENTRAL, I hereby authorize AUCTION CENTRAL to:
- Enter affirmative values to the above attestations on my behalf.
- Indicate that the vehicle has one set of keys.
- List the vehicle as having a clean title but indicate that the title is absent.

I also authorize AUCTION CENTRAL to accept verbal, email, fax, or SMS expression of the reserve values, and title statuses for each vehicle that I, or my dealership, lists on the AUCTION CENTRAL platform. I acknowledge that I have the ability to verify these values on the AUCTION CENTRAL platform and that my Dealership is responsible for the values entered.

Furthermore, I authorize AUCTION CENTRAL to accept verbal, email, fax, or SMS expression of bid acceptance, issuing of counter offers, and participation in the in-app chat feature on my behalf for vehicles that I have listed on the AUCTION CENTRAL platform.

I acknowledge that my Dealership remains solely responsible for the above-mentioned attestations, reserve values, title statuses, bid acceptance, counter offers, and chat entries. I also acknowledge that I am bound to the conditions set forth in the Dealer Agreement executed between my Dealership and AUCTION CENTRAL. Additionally, I understand that my Dealership remains solely responsible for the seller’s responsibilities as detailed in the AUCTION CENTRAL Arbitration Policy and General Terms and Conditions. In no way are these responsibilities to be assumed by AUCTION CENTRAL or any other party.

Comments

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ACH Information

ACH Authorization

Floor Plan Information

Floor Plan Information

Document Upload

Acknowledgment and Consent

General Terms and Conditions