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Revised July 7, 2017 Buyer Terms and ConditionsKEY BUYER 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.
The Key Buyer Points above provide an overview of the terms and conditions for participating as a buyer in IronPlanet's marketplace and are subject to the complete Buyer Terms and Conditions below. BUYER TERMS AND CONDITIONS These Buyer Terms and Conditions ("Buyer Terms") 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, as well as live, on-site auctions to be held by an IronPlanet company or affiliate) (together, the "Marketplace") to bid on and purchase equipment and other items ("Equipment"). The listing of items on the Marketplace is further referred to as an "Advertisement(s)". IronPlanet, Inc. is a Delaware corporation, and has a bond (#70259768) on file with the Secretary of State of California. The Buyer Terms were last revised on July 7, 2017. 1. ACCEPTANCE OF TERMS. Before you ("Buyer") attempt to buy any Equipment from a Seller through the Marketplace, IronPlanet 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 Marketplace. If you have any questions, please contact CustomerCare@ironplanet.com or EuropeCare@ironplanet.com. 2. IRONPLANET'S SERVICES 2.1. Services of IronPlanet. Under the terms of this Agreement, IronPlanet offers you the use of the Marketplace, which functions as a platform on which Sellers can list and advertise Equipment for sale to potential 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 a Seller and a Buyer. Nor does IronPlanet represent either party in the conclusion of such Purchase Contract. 2.2. Sale of Government Equipment. IronPlanet may administer the sale of usable surplus assets for the U.S. Defense Logistics Agency ("DLA") 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 DLA Disposition Services 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 IronPlanet. 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. Notice to Marketplace Direct Bidders. Where a listing permits inspection of the Equipment, you should inspect the Equipment prior to bidding. Items offered for sale via Marketplace Direct are used and may contain defects. 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 IronPlanet Marketplace is the legal equivalent of a firm commitment and an irrevocable offer to purchase. Unless the transaction is prohibited by law or regulation or the Buyer Terms, once placed a bid may not be retracted and you are obligated to complete the transaction as follows:
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. IronPlanet is the final judge for the determination of winning bids ("Final Sale Price" or "Final Selling Price"). Nonetheless, IronPlanet shall not be liable for any errors or omissions relating to such determination, whether by IronPlanet, the Seller or another third party. Before IronPlanet 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 IronPlanet 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. After the winning bid is established, a purchase contract between you and Seller is automatically concluded ("Purchase Contract"). All applicable terms and conditions of this Agreement shall apply to the Purchase Contract. You 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. IRONPLANET DOES NOT GUARANTEE THAT BIDS PLACED ON THE MARKETPLACE WILL BE RECEIVED AND PROCESSED IN A TIMELY MANNER. 2.9. Voiding Bids. IronPlanet 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) are prohibited by any applicable law or regulation. 2.10. Postponement and Cancellation. IronPlanet 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. IronPlanet shall have no liability to you as a result of any withdrawal, postponement or cancellation. 2.11. Intellectual Property. IronPlanet owns all right, title and interest in and to all data that is generated by the Marketplace, including, without limitation, data that is generated during a listing. 2.12. Notification of Assignment of Rights. If you are in the United States, IronPlanet hereby notifies you that the consigners of certain pieces of Equipment may have assigned to a qualified intermediary their rights, but not their obligations, for purposes of effecting a deferred Like-Kind Exchange under section 1031 of the United States Internal Revenue Code of 1986, as amended, and applicable regulations. 2.13. California Diesel Vehicle Regulation. The following disclosure applies to self-propelled, diesel-fueled vehicles twenty-five (25) horsepower and greater: "An on-road heavy-duty diesel or alternative-diesel vehicle operated in California may be subject to the California Air Resources Board Regulation to Reduce Particulate Matter and Criteria Pollutant Emissions from In-Use Heavy-Duty Diesel Vehicles. It, therefore, could be subject to exhaust retrofit or accelerated turnover requirements to reduce emissions of air pollutants. For more information, please visit the California Air Resources Board website at http://www.arb.ca.gov/dieseltruck. When operated in California, any off-road diesel vehicle may be subject to the California Air Resources Board In-Use Off-Road Diesel Vehicle Regulation. It, therefore, could be subject to retrofit or accelerated turnover requirements to reduce emissions of air pollutants. For more information, please visit the California Air Resources Board website at http://www.arb.ca.gov/msprog/ordiesel/ordiesel.htm" 3. FEES AND TAXES 3.1. Transaction Fee. For each piece of Equipment purchased from the Seller through the Marketplace, you agree to pay a transaction fee ("Transaction Fee"). IronPlanet 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 Marketplace. 3.2. Payment and Payment Schedule.You shall remit the Final Selling Price, applicable taxes, duties, Value Added Tax or Vehicle Registration Taxes, Transaction Fees and any other required fees within three (3) business days after conclusion of the Purchase Contract. At Seller's option, receipt of the purchase price may be facilitated by IronPlanet, in which case Seller (as mandator) would instruct IronPlanet (as a mandatory) so that IronPlanet can enforce the Seller's right to payment vis-a-vis the Buyer, and full payment of the amounts noted above shall be posted to a secure payment account designated by IronPlanet. Buyers from the United States and Canada must tender payments via wire transfer (recommended) or credit card (when full payment is USD/CAD 5,000.00 or less). 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 Marketplace ("Item Release"). 3.3. Tax. All bids and offers for Equipment must be net of any taxes imposed with respect to the purchase. You are liable for all such taxes or for establishing to IronPlanet's satisfaction, on behalf of the Seller, a valid exemption certificate from such taxes. You acknowledge and agree that IronPlanet is providing a service in the calculation, reporting and remittance of sales or use taxes for transactions that arise in connection with your use of the Marketplace, and you ultimately remain liable for any sales or use tax liability. IronPlanet 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 IronPlanet 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 IronPlanet 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 IronPlanet. 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 IronPlanet against any tax, cost or expense if you fail to provide IronPlanet with a valid exemption certificate or other supporting documents necessary to calculate tax in relation to a transaction. 3.4. VAT. This section shall only apply to Purchase Contracts concluded through IronPlanet Limited or IronPlanet UK Limited. All bids and offers are net of any VAT and other indirect taxes imposed with respect to the sale or purchase transaction. You are liable for all such taxes for all purchases. 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 IronPlanet are calculated without regard to 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 IronPlanet's platform and shall immediately notify IronPlanet if that number ceases to be valid for any reason. You shall indemnify IronPlanet 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/EEC or similar tax in countries outside the EU. 3.5. Payment Authorization. In order to establish bidding privileges on the Site, you understand and agree that IronPlanet, 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 IronPlanet or its third-party payment processor(s). You agree to pay IronPlanet 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 IronPlanet or indirectly, via a third-party online payment processor. If you are directed to IronPlanet'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 Purchase Contract, Seller shall deliver the Equipment EXW - Ex Works (named place of delivery, Incoterms® 2010) from Seller's premises. 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 Marketplace and incorporated herein by reference. Unless otherwise noted in the Equipment Listing, standard Storage Fees are 25.00 (USD, CAD, EUR, or GBP) per day, beginning on the 9th day after availability of the Item Release, with the total amount not to exceed 1,500.00 (USD, CAD, EUR, or GBP). 4.2. Liability for Equipment. The responsibility and risk of loss for Equipment shall be and remain at the risk of Seller (and never of IronPlanet) until the earlier of: (a) your removal of the Equipment (or removal of the Equipment by your designated transportation provider); 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 (and in no event IronPlanet). 4.3. Default. If, after five (5) business days (which includes a two (2) business day grace period) following the conclusion of a Purchase Contract, 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 Marketplace. In such event, as well as in regard to any other fees owed by you to IronPlanet in regard to other transactions, IronPlanet reserves the right to, and you hereby consent that IronPlanet may, offset any such charges from amounts paid by you and invoice you for the remainder, with the invoice to be paid within fifteen (15) days following the date of the invoice. 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 IronPlanet 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. IronPlanet'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 Marketplace with one of our transportation partners; however, IronPlanet shall not be liable for any acts or omissions arising from any transportation arrangements. 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, IronPlanet can provide equipment invoices or a notarized Bill of Sale to facilitate exports. IronPlanet cannot provide Manufacturing Statements of Origin (MSO's) on used equipment bought on the Marketplace nor can IronPlanet be held responsible for lack of manufacturers' identifying numbers or engine or serial numbers. 4.7. Power of Attorney. You hereby appoint IronPlanet and its authorized representatives as your attorney-in-fact for the sole purpose of executing a Bill of Sale, if required, to finalize transfer of ownership to you. 4.8. Finalization of the Transaction. You shall provide all relevant shipping information with respect to the transaction by uploading the bill of lading and other requested documents by means of the Marketplace, in order to prove that you have fulfilled your obligation to remove the Equipment under the Purchase Contract. 4.9. Liens and Encumbrances. IronPlanet will identify and arrange for the release of liens and encumbrances on the Equipment listed on the Marketplace. If for any reason IronPlanet is unable to clear the title to the Equipment, IronPlanet'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 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. EACH PIECE OF EQUIPMENT IS SOLD "AS IS, WHERE IS," AND NEITHER SELLER NOR IRONPLANET 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 IRONPLANET 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. IRONPLANET EXPRESSLY DISCLAIMS ANY RESPONSIBILITY FOR ANY ACTS OR OMISSIONS OF OTHER USERS OF THE MARKETPLACE. IF YOU ARE DISSATISFIED WITH THE MARKETPLACE, YOUR SOLE REMEDY IS TO DISCONTINUE USING THE MARKETPLACE. FOR SALES OF EQUIPMENT THROUGH LIVE, ON-SITE AUCTIONS, THE LISTING CATALOG PROVIDED IS MERELY A GUIDE. SALES WILL NOT BE INVALIDATED DUE TO INACCURACIES NOR SHALL IRONPLANET, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR ATTORNEYS BE HELD LIABLE AS A RESULT OF DEFECTS OR INACCURACIES IN THE LISTING CATALOG. IT IS THE BIDDER'S SOLE RESPONSIBILITY TO VERIFY ALL LOT INFORMATION PRIOR TO ANY BIDDING. 5.2. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL IRONPLANET 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 IRONPLANET OR SELLER, OR AN AUTHORIZED REPRESENTATIVE THEREOF HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE TOTAL LIABILITY OF IRONPLANET TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, PRODUCT LIABILITY OR OTHERWISE) ARISING FROM THIS AGREEMENT, THE PURCHASE OR USE OF EQUIPMENT, OR YOUR USE OF THE MARKETPLACE EXCEED, IN THE AGGREGATE, $100.00. 5.3. Indemnity. You agree to defend, 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 (a) your breach of this Agreement, (b) your improper use of the Marketplace, 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 IronPlanet 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 U.S. Government facility or resulting from the sale, removal, use or operations of the purchased property. 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 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 IronPlanet's Marketplace, you release IronPlanet (and our officers, directors, agents, subsidiaries and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes. If you are a California resident, you expressly waive any rights you may have under California Civil Code §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." 5.5 Notice to Attendees at Live, On-Site Auctions. Every attendee at a live, on-site event site before, during and after the event shall be deemed to be there at his or her own risk with notice of the condition of the premises, the activities on the premises and the conduct of third parties, and every attendee shall so advise his agents. You waive as to yourself, your partners, officers, directors, shareholders, agents and employees and any related entities all claims, damages and expenses (including but not limited to attorney's fees and other legal costs and expenses) and assume all risk that may relate to or arise out of your presence at the live, on-site event ("Premises") and to the condition of the Premises including, but not limited to, any injury or damage to person or property, including, but not limited to, the Equipment. You do hereby acknowledge and understand that you and your agents and subcontractors must carry their own insurance for any such injury or damage and that you and your subcontractors assume all risk of any such injury or damage. 6. LEGAL DISPUTES 6.1. Contracting Entity. In the United States and for all other areas not otherwise outlined below, you are contracting with IronPlanet, Inc. (the "Contracting Entity"), a Delaware corporation, which has a bond (#70259768) on file with the Secretary of State of California and transacting in U.S. Dollars. Otherwise, the Contracting Entity is as outlined below:
6.2. 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, this Agreement shall be governed by the laws of England and Wales. In all cases, this Agreement shall be governed by the laws of such jurisdiction without regard to conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods and, if 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 bid or purchase 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 , and (d) the courts of England and Wales if IronPlanet UK Limited is the party. 6.3. 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. 6.4. 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. OTHERWISE, SUCH CLAIM IS PERMANENTLY BARRED. 6.5. 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. 7. TERMINATION. Without limiting any other remedies, IronPlanet shall have the right to terminate your access to the Marketplace at any time, without notice, in IronPlanet's sole discretion for any reason, including, without limitation, if IronPlanet (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 Marketplace, in any way, your only recourse is to immediately discontinue use of the Marketplace. 8. AMENDMENT OF BUYER TERMS. IronPlanet may, in its sole discretion, change, modify, add or remove any portion of the Buyer Terms, in whole or in part, from time to time with or without notice to you, by posting such changes on the Marketplace, which you agree is sufficient notice to you. Once posted such changes shall come into full force and effect. Your continued use of the Marketplace 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 IronPlanet. 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") 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") maintained by the U.S. Department of State. IronPlanet will not allow participation from any person nor allow sales or shipments in violation of U.S. export and re-export control laws and regulations, including EAR, OFAC, and ITAR. You represent that you are not restricted from purchasing Equipment by any such laws and that you shall not take any actions in violation of these laws and regulations or, directly or indirectly, sell, export, re-export, transfer, divert, or otherwise dispose of any Equipment to any destination, entity, or person prohibited by these laws and regulations, without obtaining prior authorization from the competent government authorities as required by those laws and regulations. 10. 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 you shall be given by email to the email address provided to you during registration as an Approved Bidder, or as subsequently updated by you, or via posting on the Marketplace, any of which you agree shall be sufficient notice to you. Notice shall be deemed to have been given to you upon twenty-four (24) hours after it has been sent or at the time the information was posted on the Marketplace. If you change your email address, you are responsible for updating your account profile. 11. PRIVACY. IronPlanet's Privacy Statement, located at http://www.ironplanet.com/main/privacy.jsp, is hereby incorporated by reference. By entering into this Agreement, Buyer consents to the processing, international transfer and disclosure of the Buyer's information in accordance with IronPlanet's Privacy Statement, available at http://www.ironplanet.com/main/privacy.jsp. Information that IronPlanet collects is stored in the United States but may also be transferred and stored in other countries. These countries may offer a different level of data protection than Buyer's country of residence. Buyer consents to their information being shared by IronPlanet among IronPlanet's parent company, subsidiaries and affiliates in accordance with the Privacy Statement. Buyer also consents to IronPlanet's disclosing information regarding the Buyer to the original equipment manufacturer ("OEM") of any item that the Buyer places a bid on and any of the OEM's dealers or service providers in Buyer's geographic area. To opt out of sharing with OEM's, their dealers or service providers going forward, contact Privacy@ironplanet.com. 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 understand the secondary market for their equipment, to communicate with Buyers about their products and services, and for other purposes disclosed in their privacy policies. IronPlanet has no liability for information used by the OEM, its dealers, representatives and service providers. To learn more, please click here. 12. GENERAL. This Agreement contains the entire agreement of the parties and supersedes all previous communications, representations, understandings and agreements, either oral or written. In the event of any conflict between the Buyer Terms and the Site Usage Terms and Conditions, the Buyer Terms shall control. 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.
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