IronPlanet Terms and Conditions

Revised April 5, 2020

Buyer Terms and Conditions

KEY BUYER POINTS

RB Group's sites and services incorporating these Buyer Terms are Marketplaces that enable Sellers to list and advertise their Equipment for sale to a global audience of Buyers. Buyers purchasing through a Marketplace agree to do so in accordance with these Buyer Terms. The actual contract for sale is directly between Sellers and Buyers. The RB Group operating the Marketplace is not acting as a traditional auctioneer, but an intermediary between Sellers and Buyers offering services to support their purchase and sale transactions, such as advertising, transmitting relevant transaction information, facilitating payment and coordinating logistics and transportation of purchased Equipment.

  • Your bids placed through the Marketplace are binding towards the Seller and cannot be retracted.
  • You, as the Buyer, are liable for all applicable taxes, duties, value added tax, and registration taxes unless the Seller indicates otherwise. If you are in the EU, in case of export supplies or (within the EU) intracommunity supplies, a zero VAT rate may apply provided that you provide Seller with the required documentation as indicated by Seller or RB Group on behalf of Seller (e.g., CMR-transport documentation, Bills of Lading, export documents, etc.). This documentation needs to be provided by you to RB Group on behalf of Seller no later than five (5) business days after Equipment is delivered.
  • You shall pay a Transaction Fee for each piece of Equipment that is purchased from Seller while using a Marketplace.
  • You shall remit full payment for purchased Equipment and other amounts including, applicable taxes, duties, VAT, registration taxes and the Transaction Fee within three (3) days after the conclusion of the Binding Obligation. You shall include a transportation selection in your account prior to paying for the Equipment.
  • You agree to remove the Equipment no later than eight (8) business days after availability of the Item Release. Failure to do so may result in relocation and/or further storage of the item at your expense. Further, if you fail to remove the Equipment after sixty (60) days, the Equipment may be deemed abandoned and disposed of as Seller or RB Group on behalf of Seller may determine in their respective discretion.
  • Delivery of the Equipment will take place from the Seller's premises and you are responsible for all title, registration, freight and transportation costs. EXW Ex Works (Seller's named premises, Incoterms® 2020).
  • Dispute Claims under the IronClad Assurance® inspection certification must be submitted in writing within the Eligible Dispute Period and within twenty-four (24) hours of delivery. IronPlanet's IronClad Assurance Policy is located at http://ironplanet.com/main/ironclad.jsp and is hereby incorporated by reference.
  • A Default Fee shall be paid to RB Group if you default after conclusion of a Binding Obligation.
  • For Buyers in the Middle East, you acknowledge that any actions undertaken by RB Group (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 Binding Obligation between you and the Seller. RB Group 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 Buyer Points above provide an overview of the terms and conditions for participating as a buyer in RB Group's Marketplaces and are subject to the complete Buyer Terms and Conditions below.

BUYER TERMS AND CONDITIONS

These Buyer Terms and Conditions ("Buyer Terms" or "Agreement") by and between you and the contracting entity outlined in Section 6.1 below (collectively, "RB Group") establish the terms of your use of RB Group's sites and services for IronPlanet, Marketplace-E, GovPlanet, and TruckPlanet, and other third party marketplaces hosted by RB Group) (together, the "Marketplaces") to bid on and purchase equipment and other items ("Equipment"). The Buyer Terms were last revised on April 5, 2020.

1.        ACCEPTANCE OF TERMS. Before you ("Buyer") attempt to buy any Equipment from a Seller through a Marketplace, RB Group requires that you read and accept the Buyer Terms. BY CHECKING ON THE SPACE NEXT TO "ACCEPT TERMS & CONDITIONS", 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 MARKETPLACE AND PURCHASE OF EQUIPMENT. If you choose not to accept the Buyer Terms, you may not bid on or purchase Equipment by means of the Marketplaces. If you have any questions, please contact customercare@ritchiebros.com, eucustomercare@ritchiebros.com or customercare@ritchiebros.com.au .

2.        RB GROUP'S SERVICES

2.1.     Services of RB Group. Under the terms of this Agreement, RB Group offers you the use of the Marketplaces to bid on and buy Equipment advertised by Sellers using a Marketplace to list and advertise their Equipment for sale to potential Buyers. Each party is acting on its own behalf, and RB Group does not represent either party in the transaction that results from use of the Marketplace. RB Group is not a party to the subsequent binding obligation to sell/buy the Equipment that is entered into between a Seller and a Buyer unless RB Group is the owner of the Equipment sold.

2.2.     Sale of Government Equipment. RB Group may administer the sale of usable surplus assets for the U.S. Department Of Defense ("DoD") Disposition Services, other agencies of the U.S. Government and their Contractors (collectively, the "U.S. Government") and other persons or organizations selling property consistent with our DoD offerings. Equipment selling for the U.S. Government may be subject to supplemental Surplus Terms and Conditions located at Surplus Terms and Conditions and incorporated herein by reference. All Equipment subject to the Surplus Terms and Conditions shall be identified as such on the item page of the Equipment Listing.

2.3.     Advertisement Period. For select listings, the period during which bids can be placed on Equipment shall be determined by the Seller. For all other listings, the period during which bids can be placed on Equipment shall be determined solely by RB Group.

2.4.     Buyer Conduct. Any deliberate attempt to artificially influence the sales price, 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 or shill bidding.

2.5.     Inspections. Where a listing permits inspection of the Equipment, you should inspect the Equipment prior to bidding. Items offered for sale via the Marketplaces may be used and may contain defects. Except as covered under the IronClad Assurance Policy, where applicable, if you bid without having inspected the Equipment, you do so at your own risk. You or your agents are responsible for final verification of Equipment purchased at the time of removal.

2.6.     Binding Offer to Purchase. You acknowledge and agree that bidding on the Marketplaces is the legal equivalent of a firm commitment and an irrevocable offer to purchase. Unless the transaction is prohibited by law or regulation or as otherwise noted in these Buyer Terms, once placed a bid may not be retracted and you are obligated to complete the transaction as follows:

  • Online Auction - If you are the highest bidder and have met or exceeded the applicable opening bid at close of the auction.
  • Buy Now - If you elect to purchase Equipment by clicking the "Buy Now" icon on the Equipment page.
  • Make Offer - If you submit a bid on the Equipment and (a) the bid meets or exceeds the minimum price as established by the Seller ("Asking Price"); (b) the bid is accepted by the Seller ("Negotiated Price"); or (c) the Seller proposes a counter offer and you accept. Otherwise, your obligation to complete the transaction will expire two (2) business days after it was submitted or upon acceptance of another bid by the Seller, whichever occurs first.
  • Reserve - (a) If you are the highest bidder and your bid meets or exceeds the minimum price as established by the Seller ("Reserve Price") at the close of the Reserve Period noted on the Reserve listing ("Reserve Period"), (b) If the Reserve Price is not met, you submit a bid on the Equipment and, upon closing of the Reserve Period, (i) the Seller accepts that bid, or (ii) the Seller proposes a counter offer and you accept.

2.7.     Declining and Countering Bids. For Make Offer listings, you may submit a bid for less than the Asking Price. The Seller has the option, but not the obligation, to accept, decline or counter each bid submitted. In the event that the Seller counters your bid ("Counter Offer"), you have up to two (2) business days to accept. Counter Offers may be automatically rescinded earlier than two (2) business days when (a) the Seller issues another Counter Offer; or (b) the Seller accepts another bid, but in no event shall a Counter Offer be rescinded after it is accepted by you.

2.8.     Winning Bids. RB Group is the final judge for the determination of winning bids ("Final Selling Price"). Nonetheless, RB Group shall not be liable for any errors or omissions relating to such determination, whether by RB Group, the Seller or another third party. Before RB Group can establish the winning bid for Make Offer listings, (a) your bid must meet or exceed the Asking Price; (b) your bid must be accepted by the Seller; or (c) you must receive and accept a Counter Offer. Before RB Group can establish the winning bid for Reserve listings, the Reserve Period must have ended and (a) your bid must meet or exceed the Reserve Price; or (b) your bid must be accepted by the Seller; or (c) you must receive and accept a Counter Offer. Subject to ections 2.9 and 2.10, after the winning bid is established by RB Group, or you have committed to purchase the Equipment at the Buy Now Price, the bid or purchase commitment of Buyer will be automatically accepted by Seller and a binding obligation to purchase and sell between Buyer and Seller is automatically created ("Binding Obligation"). All applicable terms and conditions of this Agreement shall apply to the Binding Obligation. You and Seller will be notified of the conclusion of the Binding Obligation by an email or other notification that is generated automatically by the Marketplace.

2.9.     Voiding Bids. RB Group reserves the right to reject or void bids, whether winning or not, which it believes (a) have not been made in good faith, (b) are intended to manipulate the listing process or (c) result from application or system errors or outages, (d) are prohibited by any applicable law or regulation.

2.10.     Postponement and Cancellation. RB Group reserves the right to withdraw, postpone or cancel any listing, or any sale that results from a listing, in its own discretion, with or without notice. RB Group's sole liability to you as a result of any withdrawal, postponement or cancellation shall be a return of any funds paid by you and still in RB Group's possession with respect to such sale.

2.11. Availability of Marketplace. YOU ACKNOWLEDGE THAT RB GROUP CANNOT GUARANTEE THE CONTINUOUS OR SECURE OPERATION OF, OR ACCESS TO, THE MARKETPLACES. RB GROUP'S SERVERS, COMPUTER OR COMMUNICATIONS COMPONENTS AND SYSTEMS, OR CERTAIN APPLICATION FUNCTIONALITY, ARE SUBJECT TO FAILURES, OUTAGES AND DELAYS. RB GROUP WILL NOT BE HELD LIABLE FOR ANY CLAIMS OR ALLEGED LOSSES ARISING OUT OF OR RELATING TO ANY OF THE FOREGOING EVENTS.

2.12.     Intellectual Property. You acknowledge and agree that: (i) the bid amounts, pricing and overall results, any data obtained from or noted in our online listings or the audio/video associated with a sale (collectively, "Marketplace Data") may only be accessed, displayed and used by you for the sole purpose of your participating in such sale; (ii) you may not without our express written permission, directly or indirectly, through any means whatsoever, record, capture, store, reproduce, rebroadcast, retransmit, redistribute, or create derivative works from any Marketplace Data; (iii) we and our licensors own all right, title and interest in and to all Marketplace Data; and (iv) you shall not repackage, resell or otherwise commercialize or exploit any Marketplace Data in any manner whatsoever.

2.13.     California Air Resources Board Disclosures. When operated in California, any on-road heavy-duty diesel vehicle, alternative-diesel vehicle, off-road diesel vehicle, or portable diesel engine may be subject to the California Air Resources Board's Regulation to Reduce Particulate Matter and Criteria Pollutant Emissions from In-Use Heavy-Duty Diesel Vehicles, In-Use Off-Road Diesel Vehicle Regulation, or Airborne Toxic Control Measure For Diesel Particulate Matter From Portable Engines Rated At 50 Horsepower And Greater. It therefore could be subject to retrofit, exhaust retrofit, or accelerated turnover requirements to reduce emissions of air pollutants. For more information, please visit the California Air Resources Board websites at https://www.arb.ca.gov/dieseltruck, http://www.arb.ca.gov/msprog/ordiesel/ordiesel.htm, or https://www.arb.ca.gov/portable/portable.htm".

2.14.     Services in the Middle East. You confirm that you have approached RB Group to seek assistance in respect of the purchase of the Equipment. You acknowledge and agree that RB Group, 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 RB Group 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 Binding Obligation between you and Seller. RB Group 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 Marketplace operator, RB Group 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.

3.        FEES AND TAXES

3.1.     Transaction Fee. For each piece of Equipment purchased from the Seller through a Marketplace, you agree to pay a transaction fee ("Transaction Fee"). RB Group may change or add fees from time to time, in its sole discretion, with or without notice to you. Other fees that may be payable by you are detailed on the applicable Marketplace.

3.2.     Payment and Payment Schedule.You shall remit the Final Selling Price, applicable taxes, duties, Value Added Tax or Vehicle Registration Taxes, VAT, Transaction Fees and any other required fees within seven (7) business days after conclusion of the Binding Obligation. At Seller's option, receipt of the purchase price may be facilitated by RB Group, in which case Seller (as mandator) would instruct RB Group (as a mandatory) so that RB Group can enforce the Seller's right to payment from the Buyer, and full payment of the amounts noted above shall be posted to a secure payment account designated by RB Group. Buyers from the United States and Canada must tender payments via wire transfer (recommended) or credit card (when full payment is USD/CAD 10,000.00 or less. For payment by credit card, a 2.95% iClosing service fee will apply). Any foreign currency exchange fees or charges are your responsibility as the Buyer. BUYERS FROM OUTSIDE THE UNITED STATES AND CANADA 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. After receipt of payment and completion of any additional, required documents, you and Seller will be notified that the Equipment is available for pick-up via an email that is generated automatically by the applicable Marketplace ("Item Release").

3.3.     Taxes and Compliance with Laws. 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 RB Group's satisfaction, on behalf of the Seller, a valid exemption certificate from such taxes. You acknowledge and agree that RB Group 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 Marketplaces, and you ultimately remain liable for any sales or use tax liability. RB Group calculates and collects sales tax on items sold from the U.S. and Canada based on the state and local tax rates in effect at the location of the items purchased. To support sales tax treatment of the transaction, you are responsible for providing RB Group with any necessary documentation (e.g., Bills of Lading, export documents, etc.) no later than ten (10) business days from your date of purchase. If you have an exemption certificate that was not submitted at the time of sale, you have ten (10) business days from your date of purchase to submit a valid exemption certificate in order for RB Group to process a refund. After ten (10) business days, you will need to submit any refund request directly to the state for which the original sales tax was collected and remitted by RB Group. In the event your credit card is charged for taxes on a purchase that is subsequently exempted from such tax, the amount shall be refunded to your credit card used in the purchase. You shall indemnify RB Group against any tax, cost or expense if you fail to provide RB Group with a valid exemption certificate or other supporting documents necessary to calculate tax in relation to a transaction. 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 Marketplaces, and your entering into a transaction on a Marketplace. RB Group disclaims any and all liability in respect of your use of the Marketplaces and your purchase 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 Marketplaces. You shall indemnify RB Group 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.

3.4.     VAT. This section shall only apply to Binding Obligations subject to VAT or other indirect taxes. All bids and offers are net of any VAT and other indirect taxes imposed with respect to the sale or purchase transaction. In the event that VAT is applicable to a bid or other consideration payable by you under this Agreement, you are liable for all such taxes. Accordingly, the amount of the successful bid in respect of any item of Equipment shall be exclusive of VAT and other indirect taxes, and the price payable by you shall be increased by such taxes (e.g., VAT) chargeable in respect of the supply of the Equipment to you. Similarly, all fees and other amounts payable to RB Group are calculated exclusive of VAT so the amount payable by you shall be increased by the amount of VAT which may be chargeable in respect of the relevant supply. The amount payable shall be subject to VAT if you, as Buyer, fail to provide necessary documentation to Seller to substantiate a VAT rate other than the standard VAT rate (e.g., 0% export rate or 0% rate for intracommunity Supplies within the EU). You shall enter your VAT registration number upon becoming a registered user of the Marketplaces and shall immediately notify RB Group if that number ceases to be valid for any reason. You shall indemnify RB Group and its Affiliates (and the officers, directors, agents and employees thereof) against any tax, cost or expense relating to your and/or Seller's failure to satisfy any VAT chargeable in relation to a transaction. For the avoidance of doubt, it is your responsibility to satisfy yourself that any VAT (or similar) charges or related obligations have been met in relation to a transaction. For the purposes of these Terms, "VAT" means value added tax as provided for in the EU VAT Directive 2006/112/EC, the Federal Decree-Law No. 8 of 2017 for UAE or similar tax in countries outside the EU and the United Arab Emirates, respectively.

3.5.     Payment Authorization. In order to establish bidding privileges on the Site, you understand and agree that RB Group, through its third-party payment processor, reserves the right, in its sole discretion, to request a Zero Dollar Value authorization check on your credit card as part of verifying your identity. In connection with your purchase, you will be asked to provide customary billing information such as name, billing address, credit card information, or routing and account numbers for payments by electronic funds transfer either to RB Group or its third-party payment processor(s). You agree to pay RB Group for any purchases made in connection with your account in accordance with these Buyer Terms by credit card or electronic funds transfer. You hereby authorize the collection of such amounts by charging the credit card provided or by processing an electronic funds transfer utilizing the routing and account number provided, either directly by RB Group or indirectly, via a third-party online payment processor. If you are directed to RB Group's third-party payment processor(s), you may be subject to terms and conditions governing use of that third party's service and that third party's personal information collection practices. Please review such terms and conditions and privacy policy before using the services.

4.        COMPLETION OF TRANSACTIONS

4.1.     Removal of Equipment. As per the Binding Obligation, Seller shall deliver the Equipment EXW - Ex Works (Seller's named premises, Incoterms® 2020). You are responsible for dismantling, loading and shipping the Equipment for transportation, unless otherwise noted in the Equipment Listing. You shall remove the Equipment from Seller's premises no later than eight (8) business days after availability of the Item Release unless otherwise stated in the Equipment Listing, 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 applicable Marketplace and incorporated herein by reference. Unless otherwise noted in the Equipment Listing, standard Storage Fees are 25.00 (in the listing currency) per day, beginning on the 9th day after availability of the Item Release, with the total amount not to exceed 1,500.00 (in the listing currency).

4.2.     Liability for Equipment. The responsibility and risk of loss for Equipment shall be and remain at the risk of Seller until the earlier of: (a) your taking custody of the Equipment (or when your designated transportation carrier takes custody of the Equipment); or (b) 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.

4.3.     Default. If, after seven (7) days following the conclusion of a Binding Obligation, you have not made full payment of the Final Selling Price and all other applicable fees to Seller, you are in default and shall be subject to a Default Fee and Late Payment Fee, as detailed on the applicable Marketplace. In such event, as well as in regard to any other fees owed by you to RB Group in regard to other transactions, RB Group reserves the right to, and you hereby consent that RB Group 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.

4.4.     Abandoned Equipment. Unless otherwise stated in the Equipment Listing, your failure to claim and remove Equipment within sixty (60) days following the Item Release is deemed to be evidence of your intention to abandon the Equipment, and RB Group on behalf of Seller 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. RB Group's Abandonment Policy is located at http://ironplanet.com/main/abandonment.jsp and is hereby incorporated by reference.

4.5.     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 dismantling, special handling, loading, transportation costs and permits required to move the Equipment. You may arrange transportation of Equipment on the Marketplaces with one of our transportation partners; however, RB Group shall not be liable for any acts or omissions arising from any transportation arrangements. Unless otherwise agreed in writing you shall not list RB Group as sender/shipper/exporter on any transport/shipping/export documents and you hereby appoint RB Group, its affiliates and its authorized representatives as your attorney-in-fact with a limited power of attorney to – where needed – execute on your behalf, all documents required to load and/or transport/ship/export purchased Equipment.

4.6.     Export. You are advised to have all such certificates and permits issued and completed prior to transporting the Equipment otherwise you may be subject to clearing, permit, and/or other payments if the Equipment is stopped and held at a port of entry to a state, province or country. If you are in the United States and plan to export Equipment through U.S. Customs, we, on behalf of Sellers 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, RB Group can provide equipment invoices or a notarized Bill of Sale to facilitate exports. RB Group cannot provide Manufacturing Statements of Origin (MSO's) on used equipment bought on the Marketplaces nor can RB Group be held responsible for lack of manufacturers' identifying numbers or engine or serial numbers.

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

4.8.     Finalization of the Transaction. In order to prove that you have fulfilled your obligation to remove the Equipment under the Binding Obligation, you shall provide all relevant shipping information with respect to the transaction by: (a) in case of transport carriers services arranged and paid for by you on the Marketplace, confirming the relevant information during the checkout process, or (b) in the case of transport carrier services arranged and paid for by you outside of the Marketplace, uploading the bill of lading and other requested documents by means of the Marketplace.

4.9.     Liens and Encumbrances. RB Group will identify and arrange for the release of liens and encumbrances on the Equipment listed on the Marketplaces. If for any reason RB Group is unable to clear the title to the Equipment, RB Group's sole liability, if any, shall be the return of any funds paid by you with respect to such Equipment.

5.        DISCLAIMER; LIMITATION OF LIABILITY; INDEMNITY

5.1.     Disclaimer. TO THE FULLEST EXTENT PERMITTED BY LAW, THE MARKETPLACES PROVIDED BY OR THROUGH RB GROUP 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. EACH PIECE OF EQUIPMENT IS SOLD "AS IS, WHERE IS," AND NEITHER SELLER NOR RB Group MAKES ANY 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. NEITHER SELLER NOR RB GROUP MAKES ANY 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. RB GROUP EXPRESSLY DISCLAIMS ANY RESPONSIBILITY FOR ANY ACTS OR OMISSIONS OF OTHER USERS OF THE MARKETPLACE. IF YOU ARE DISSATISFIED WITH THE MARKETPLACES, YOUR SOLE REMEDY IS TO DISCONTINUE USING THE MARKETPLACES.

5.2.     Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL RB GROUP OR SELLER 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, ANY LOSS OF GOODWILL OR REPUTATION, OR THE COSTS OF SUBSTITUTE GOODS OR SERVICES, EVEN IF RB GROUP OR SELLER, OR AN AUTHORIZED REPRESENTATIVE THEREOF HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SUBJECT TO SECTIONS 2.10 AND 4.9, IN NO EVENT SHALL THE TOTAL LIABILITY OF RB GROUP 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 MARKETPLACES EXCEED, IN THE AGGREGATE, THE TOTAL COMMISSION EARNED BY RB GROUP FROM THE LISTING(S) RELATED TO SUCH CLAIM.

5.3.     Indemnity. You agree to defend, indemnify and hold harmless RB Group and its Seller, their subsidiaries and affiliate and each of 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 (a) your breach of this Agreement, (b) your improper use of the Marketplaces, 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 the Marketplace, or (c) your violation of any law or the rights of a third party. Furthermore, you agree to defend, indemnify and hold RB Group and its Seller harmless from and against any and all damages, costs, claims or liability (including reasonable attorneys' fees) for any injuries to persons or property of any type, occurring during your or your agent's inspection of property, your or your agent's presence at a Seller's site or any Government facility or resulting from the sale, removal, use or operations of the purchased property. RB Group 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 RB Group, at its option and expense, may participate and appear on an 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.

5.4.     Release. In the event that you have a dispute with one or more users of RB Group's Marketplaces, you release RB Group (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 §1542, 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."

6.        LEGAL DISPUTES

6.1.     Contracting Party, Notice, Governing Law.

The applicable RB Group contracting entity, notice address, governing law/venue, and currency will depend on the location of Equipment at the time of sale, and shall be as set forth in the table below. Any notice sent shall be sent to the attention of Legal Affairs at the notice address for the applicable RB Group contracting entity set out below with a copy to legal@ritchiebros.com. Any legal action brought by the Seller arising from or relating to this Agreement shall be litigated exclusively in the jurisdiction of the applicable RB Group contracting entity set out in the table below and the parties irrevocably attorn to such jurisdiction for the resolution of such disputes. Any legal action brought by RB Group arising from or relating to this Agreement shall be litigated exclusively in the jurisdiction of the applicable RB Group contracting entity set out in the table below or, at the sole discretion of such RB Group contracting entity, any jurisdiction in which the Buyer maintains a place of business, assets or an agent for the service of process, and the parties irrevocably attorn to such jurisdiction for the resolution of such disputes. Where applicable, the parties irrevocably waive the right to demand a trial by jury in any dispute arising from or relating to this Agreement.

Location of Assets at Time of SaleRB Group Contracting EntityNotice Address Governing LawGoverning VenueCurrency
CanadaIronPlanet Canada Ltd.9500 Glenlyon Parkway, Burnaby, BC V5J 0C6British ColumbiaNew Westminster, British ColumbiaCAD
United StatesIronPlanet Inc.4000 Pine Lake Road, Lincoln, NE USA 68516Washington King County, WashingtonUSD
MexicoRitchie Bros. Auctioneers de Mexico S. de R.L. de C.V.Carr. Polotitlán, La Estación #6, Col Centro. Polotitlán, Estado de México, CP 54200Federal District of Mexico Federal District of MexicoUSD
European Union, or any other region not otherwise specified in this tableIronPlanet LimitedConcordiastraat 20, 4811 NB Breda, The NetherlandsIreland Dublin, IrelandEUR
United KingdomIronPlanet UK LimitedConcordiastraat 20, 4811 NB Breda, The NetherlandsEngland and Wales Courts of England and WalesGBP
AustraliaRitchie Bros. Auctioneers Pty Ltd. dba IronPlanet Australia1-57 Burnside Road, Yatala, QLD 4207 AustraliaQueensland QueenslandAUD
New ZealandIronPlanet LimitedConcordiastraat 20, 4811 NB Breda, The Netherlands Ireland Dublin, IrelandEUR
United Arab EmiratesRitchie Bros. Auctioneers (ME) LimitedP.O. Box 16897, Jebel Ali Free Zone, Dubai, UAEEngland and WalesArbitration in accordance with the arbitration rules of the DIFC-LCIA Arbitration CentreUSD

6.2.     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, RB Group does so solely for your convenience.

6.3.     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. OTHERWISE, SUCH CLAIM IS PERMANENTLY BARRED.

6.4.     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.

7.        TERMINATION. Without limiting any other remedies, RB Group shall have the right to suspend or terminate your access to the Marketplaces at any time, without notice, in RB Group's sole discretion for any reason, including, without limitation, if RB Group (a) determines that you have violated this Agreement (for example, violation of the prohibition on shill bidding), or (b) is unable to verify your bidder information. If you become dissatisfied with the Marketplaces, in any way, your only recourse is to immediately discontinue use of the Marketplaces.

8.        AMENDMENT OF BUYER TERMS. RB Group 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 Marketplaces, which you agree is sufficient notice to you. Once posted such changes shall come into full force and effect. Your continued use of the Marketplaces after changes are posted will constitute your agreement to such changed Buyer Terms. The Buyer Terms may not be otherwise amended except in writing signed by both you and RB Group.

9.        EXPORT CONTROL. As applicable, all Equipment is subject to U.S., Canadian, and other foreign export control laws and regulations, including but not limited to, the Export Administration Regulations ("EAR") "),15 C.F.R. Parts 730-774 maintained by the U.S. Department of Commerce, trade and economic sanctions maintained by the U.S. Department of Treasury Office of Foreign Assets Control ("OFAC"), and the International Traffic in Arms Regulations ("ITAR"), 22 C.F.R. Parts 120-130, maintained by the U.S. Department of State. RB Group will not allow participation from by 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 requirements 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 as prohibited by these laws and regulations, without obtaining prior authorization from the competent government authorities as required by those laws and regulations. Your purchased Equipment may not be eligible for export to your intended destination, or from the country where the Equipment is located to any destination, without prior authorization (e.g., export license) from the applicable government. You accept and expressly assume full responsibility for determining licensing requirements and obtaining license authority for the export or import of all Equipment you purchase. Diversion of your purchased Equipment contrary to applicable law is prohibited. In the event that Buyer is a reseller, Buyer shall in no event, directly or through any intermediary, sell or supply any Equipment to customers or into countries if to do so that would, directly or indirectly, violate any legal requirement. If Buyer acts in a manner that is contrary to any of the foregoing RB Group and its Sellers do not assume any liability and Buyer cannot claim any indemnity, reimbursement or compensation of any kind arising out of or in connection with such activity.

10.        PRIVACY. RB Group collects and uses the information you supply during the registration process for the purpose of identifying you as a bidder on the Marketplaces and processing your bids and purchases of items and/or other related goods and services that you contract or request RB Group, its affiliates or service providers to perform or supply or that are necessary to complete your purchases on the Marketplaces. Additional information regarding RB Group's purposes and handling of personal information is available in our Privacy Statement accessible at http://ironplanet.com/main/privacy.jsp. Your information will be shared with the Seller in order to facilitate the completion of your Binding Obligation and pick-up of your purchased Equipment. Your information is also shared among other members of the Ritchie Bros. group of companies in accordance with the Privacy Statement, including to offer certain financial related products to you in relation to your purchased Equipment. If you authorize or where the law permits, RB Group and/or its affiliates will communicate with you by electronic means about Ritchie Bros.' products and services or to gather insights about your Marketplace experience. RB Group will also use your email contact to communicate for invoicing purposes. Personal information collected by or on behalf of the RB Group is transferred, stored, accessed and used in various jurisdictions, including the United States, and is subject to the laws of those other jurisdictions which may differ from those of where you reside. Subject to those laws, RB Group will use reasonable safeguards as further described in the Privacy Statement to maintain protections of personal information. RB Group discloses information regarding Buyer and their winning or runner up bid to the original equipment manufacturer ("OEM") of any listing that a Buyer places a bid on and the OEM's dealers in Buyer's geographic area, if the OEMs and their respective dealers have entered into certain contractual arrangements. Once disclosed, this information will be governed by the OEM's or OEM dealer's privacy policy and will be subject to the laws of the jurisdiction in which the OEM or OEM dealer processes the information. OEMs and their dealers or service providers use this information to pursue their legitimate interests in understanding the secondary market for their equipment, to communicate with Buyers and bidders about warranties and their products and services, and for other purposes disclosed in their privacy policies. Buyer may exercise certain rights relating to the handling of personal information, including the right to stop the disclosure of information to OEM's, and their dealers going forward To stop such disclosures, contact OEMoptout@rbauction.com. For further information on exercising any available personal information rights, please review the Privacy Statement or contact our Data Privacy Office at dataprotection@ritchiebros.com. If you are a California resident, you may have specific rights in respect of personal information. Further information about those rights and how to exercise them are described in a dedicated part of the Privacy Statement. By indicating acceptance to these Buyer Terms, you consent to the processing, international transfer and sharing/disclosure of your information described above and in accordance with RB Group's Privacy Statement.

11.        GENERAL. This Agreement, Site Usage Terms and Conditions and any noted Equipment Listing terms contain the entire agreement of the Buyer and RB Group in respect of Equipment bid on and/or purchased by Buyer on the Marketplaces and supersedes all previous communications, representations, understandings and agreements, either oral or written. In the event of any conflict between the Buyer Terms, Site Usage Terms and Conditions and noted Equipment Listing terms, the inconsistency will be resolved in the following order: (a) the Equipment Listing terms, (b) the Buyer Terms, and (c) the Site Usage Terms and Conditions. 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 RB Group'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 RB Group to assign this Agreement, you hereby appoint the officers of RB Group 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.