This document is an electronic record in terms of the Information Technology Act, 2000 and rules made there under. Further, this electronic record is generated by a computer system and does not require any physical or digital signatures.
BIDDER TERMS & CONDITIONS
- These bidder terms of use ("Bidder Terms" or “this Agreement”) is an electronic agreement between M/s. RV Autotrade Private Limited, a Private Limited Company incorporated under the provisions of the Companies Act, 1956, and registered under RoC bearing registration no. 366826, having its registered office at ITI House, 36, Dr R.K. Shirodkar Marg, Parel, Mumbai - 400012 ("Auctioneer") and the auction bidder ("Bidder" or “You”). These Bidder Terms shall apply to all online bidding at auction sales conducted by or in conjunction with Auctioneer ("Online Bidding"). By registering to participate in an auction sale conducted through the Auctioneer's Platform ("Auction Sale") you expressly agree to these Bidder Terms.
- The Auctioneer is the sole and exclusive owner of the website www.autobazaarauction.com (“Platform”). Acceptance of these Terms and Conditions by you is an absolute pre-condition for you to transact on the Platform and use the functionality or services associated with the Platform. Consequently, if you do not wish to accept these Bidder Terms, you will not be permitted to use the Platform or Services.
- These Bidder Terms are supplemental, meaning that it shall apply in addition to the Platform's Terms of Use ("TOU"), the special terms & conditions of Auction Sale, Privacy Policy (collectively, the "Bid Conditions") and shall be deemed incorporated by reference and made a part of the Bid Conditions for such Auction Sale. Any such special terms and conditions for an Auction Sale shall be available online through the Platform in the catalogue for each Auction Sale (the "Catalogue"). Additional information applicable to each Auction Sale may also be set out in the Catalogue, on the Auctioneer’s Platform, and/or in a notice sent to the Bidder through SMS/Email on the registered phone number / email address of the Bidder, and it is Bidder's responsibility to review that information. In registering to bid at any Auction Sale, You agree to follow the applicable Bid Conditions.
- If any terms of these Bidder Terms conflict with any other terms and conditions/document/electronic record, these Bidder Terms shall prevail and supersede.
1. DEFINITIONS
1.1 "Agreement" shall mean these Bidder Terms, all schedules, appendices, annexures and exhibits attached to it or incorporated in it by reference;
1.2 "Backout Fee" shall mean the amount payable by the Bidder to the Auctioneer/Seller in case of the Bidder failing to pay the Winning Bid to the Auctioneer/Seller as per the terms of the Auction Sale;
1.3 "Bidder" shall mean and include any natural or legal person or entity who is a registered member of the Platform and may have paid the requisite Membership Fee and Security Deposit amount to the Auctioneer for use of the Platform and has completed the KYC documentation prescribed herein;
1.4 "Buyer Limit" shall mean the maximum outstanding permissible as a sum of:
(i) The aggregate amount of all the bids outstanding in live auctions where the Bidder is presently winning the auction i.e. where the Bidder's bid is the highest bid;
(ii) The aggregate amount of all the highest bids of the Bidder for a Vehicle/s where the Seller is yet to approve the highest bid;
(1.iii) The aggregate amount of all the highest Bids of the Bidder for vehicle/s in an Auction Sale, where the highest bid is approved by the Seller and such amount is due and payable by the Bidder to the Seller;
1.5"Confidential Information" shall have the meaning ascribed to it in Clause 11.
1.6 "Seller" shall mean and shall refer to the person/entity who transacts in the Vehicle through the Platform, being owner thereof or insurance companies, banks, financial institutions, new vehicle dealers acting on behalf of the owners, having the undisputed legal right and/or authority to sell the Vehicle and who has an agreement with the Auctioneer for listing the Vehicle(s) for Auction Sale on the Platform;
1.7 "Vehicle(s)" shall mean the motor vehicle listed in an Auction Sale conducted through the Platform which may include cars, passenger vehicles, commercial vehicles, construction equipment vehicles, farm vehicles, two wheelers, trailers, miscellaneous salvage vehicles including without limitation used, recovered, accident-damaged and/or insurance write-off vehicles that are posted for Auction Sale on Platform.
1.8 "Winning Bid" shall mean that bid submitted by the Bidder in an Auction Sale conducted through the Platform which has been approved by the Auctioneer and the Seller and for which bid amount the Seller is willing to sell the Vehicle(s) to the Bidder, and which is binding on the Bidder.
2. INTRODUCTION
2.1 The Auctioneer is an online marketplace which has developed an online Platform enabling the registered Bidders to place their respective bids for Auction Sale of Vehicle(s) conducted through the Platform on a real time basis.
2.2 Through the Platform, the Auctioneer inter alia facilitates and enables a Seller who wishes to transact in the Vehicles on the Platform, to find prospective buyers amongst the registered Bidders, who wish to buy the Vehicles transacted on the Platform through an online Auction Sale.
2.3 The Bidder is desirous of participating in Online Bidding through the online Platform owned and developed by Auctioneer.
2.4 Bidder acknowledges that the Auctioneer owns and operates an online Platform, which is essentially a marketplace to facilitate sale of Vehicle. Bidder further acknowledges that the Platform provides for bidding and auction of Vehicles, to be directly sold by the Sellers to the interested Bidders. Bidder acknowledges that Auctioneer does not and will not engage in buying and selling of Vehicles for itself and/or in its own right.
2.5 Bidder acknowledges that the Seller may be an individual or firm or company or limited liability partnership and any other legal entity being set up in accordance with the respective applicable laws, who is desirous of selling their Vehicle(s) through the Auction Sale conducted via the Platform.
3. MEMBERSHIP AND REGISTRATION
3.1 Membership (as a registered Bidder) with Auctioneer is open to all persons (a) having the capacity to enter into legally binding contracts as per the Indian Contract Act, 1872; (b) who are residents of the Republic of India; (c) who click the "I have read these Terms and Conditions" tab; and (d) who have paid the requisite Membership Fee and have deposited the Security Deposit with Auctioneer. Auctioneer reserves the right to deny membership to, and/or exclude from the Platform, any person/Bidder in Auctioneers' absolute discretion and Auctioneer also reserve the right to suspend, revoke or amend your/Bidder's membership in Auctioneer's absolute discretion with or without assigning any reasons.
3.2 If you wish to become a registered Bidder and participate in Auction Sale conducted through the Platform you must (a) fulfil KYC guidelines and provide documents for KYC verification; (b) pay a non-refundable annual Registration Fee of which you will be notified prior to you completing your membership application; and (c) deposit with the Auctioneer a non-interest bearing, refundable security deposit the details of which you will be advised prior to you completing your registration ("Security Deposit"). Membership Fee and Security Deposit requirements may be changed at any time with or without notice. Currently applicable Membership Fee and Security Deposit requirements are available at www.autobazaarauction.com
3.3 Bidder's membership with Auctioneer must be reviewed and renewed annually by paying annual membership fee ("Membership Fee") and providing information regarding any changes to your existing details. Auctioneer reserve the right to change/alter the annual Membership Fees or Security Deposit at any time with or without notice, though Auctioneer will place such information on the Platform. Bidder's use of the Platform and/or Services thereafter will be deemed to be Bidder's express acceptance and/or acceptance by conduct of such increase in the Membership Fee and/or Security Deposit. Auctioneer also reserve the right to waive or reduce the Membership Fee and/or Security Deposit at any time as a standard offering or special promotion or even on a case to case basis. Please note that the collection of Membership Fee and Security Deposit by Auctioneer is only for the purposes of rendering continuous access to the Platform and provide services associated with Platform to all registered Bidders of the Platform and to safeguard Auctioneer's rights against any breach of these Bidder Terms, other applicable terms and conditions of the Platform by its registered Bidders. Auctioneer is not in any manner accepting any deposits, under the provisions of any law, and is not engaging in any banking or similar activity.
3.4 Bidder shall also be liable to pay membership fee to use the facility provided through the Platform, including participation in an auction through the Platform for a period of one (1) calendar year. Bidders are advised to annually renew their membership with the Auctioneer for continuous use of the Platform and its Services by paying annual membership fee ("Membership Fee").
3.5 Security Deposit: In order to participate in an Auction Sale, a Bidder is also required to submit, a non-interest bearing refundable security deposit ("Security Deposit") of a minimum amount of Rs. 10,000/- (Rupees Ten Thousand only). Such Security Deposit, so deposited by the Bidder will be refunded to the respective Bidder upon expiry or earlier termination of this Agreement or on the instructions of the Bidder after adjustment of any charge/Membership Fee or dues payable by Bidder to the Auctioneer or Seller in accordance with the terms hereof.
3.6 Upon successful completion of the registration process and payment of requisite Membership Fee and Security Deposit to the Auctioneer and completion of KYC documentation, the Auctioneer will provide a distinct user id and password to the Bidder for accessing the Bidder's account ("Bidder Account") on the Platform.
3.7 Subject to successful registration and payment of requisite Membership Fee and Security Deposit, each Bidder will be allocated a maximum monetary limit i.e. Buyer Limit upto which the Bidder is allowed to participate in an Auction Sale. Respective Buyer Limit of each Bidder will be displayed on the dashboard of Bidder Account on the Platform. Buyer Limit may be increased or decreased by Auctioneer from time to time at the sole discretion of Auctioneer without any prior notice to the Bidder. At the sole discretion of the Auctioneer, without any liability to do so, each Bidder may be typically allowed a Buyer Limit of upto 100 times of the outstanding and unallocated Security Deposit of the Bidder, deposited with the Auctioneer. The Auctioneer may, from time to time at its sole discretion, allow a Buyer Limit in excess of 100 times of the outstanding and unallocated Security Deposit. For the sake of clarification, it is stated that portions of the Security Deposit may be earmarked against due but unpaid Membership Fee, unpaid Success Fee and/or security deposit to be retained against a Winning Bid.
3.8 In the event that a Bidder wishes to increase the Buyer Limit, Bidder is required to submit with the Auctioneer such additional amount of non-interest bearing refundable Security Deposit as may be prescribed by Auctioneer.
3.9 Bidder shall deposit the Security Deposit with the Auctioneer through the authorised banking channels including without limitation cheque/draft/NEFT/RTGS/IMPS only. Any change in Buyer Limit corresponding to the additional Security Deposit may take up to 2 working days to reflect in the Bidder's auction account after the additional security deposit amount is credit to the bank account of the Auctioneer.
Subject to fulfilment of a Bidder's payment obligations including without limitation the Payment of Membership Fee, Total Price, Success Fee and other dues payable by Bidder to Auctioneer or Seller, a Bidder may request Auctioneer for refund of the security deposit towards buyer limit. A Bidder may request a refund of any unapplied Security Deposit online by visiting the respective Bidder's account information page on the Platform or sending an email from the registered email ID. All refunds are subject to confirmation that a security deposit is not applicable to any open bids or unpaid charges. Auctioneer will within 10 working days of such request, remit to the authorised account of the Bidder the unapplied Security Deposit or part thereof as per request of the Bidder after adjustment of dues and charges payable by Bidder to the Auctioneer or Seller.
3.10 Bidder understands and agrees that the Auctioneer may at its discretion shall have right to forfeit the entire Security Deposit or part thereof and adjust it against any charges and dues which are outstanding and payable by the Bidder to the Auctioneer or Seller including but not limited to non-payment of the amount of Total Price to the Seller within the prescribed time period, refusal to honour the Total Price including the Winning Bid, non-payment of Success Fee to the Auctioneer or violation of any other term of this Agreement resulting in any loss or damage to the Auctioneer or Seller. The Bidder hereby expressly agrees and authorise the Auctioneer for adjustment of such outstanding dues and charges payable by Bidder to the Auctioneer or Seller.
4. AUCTION CONDITIONS
4.1 Bidder acknowledges that the Seller in its sole and absolute discretion reserves the right to reject or void bids for any reason whatsoever. Seller also reserves the right to reject any and all the bids or to accept a bid which is not the highest bid amount in any Auction Sale conducted through the Platform. In the event of a dispute pertaining to a bid or Auction Sale, Auctioneer shall be the exclusive deciding authority with sole and absolute discretion in resolving disputes.
4.2 Auctioneer may, in its sole and absolute discretion and with or without notice, postpone or cancel an Auction Sale or withdraw a Vehicle from Auction Sale. Auctioneer or Seller, as the case may be, will have no liability or obligation whatsoever to Bidder as a result of any withdrawal postponement or cancellation of an Auction.
4.3 Auctioneer reserves the right to cancel an Auction Sale in the event of fraud, material misrepresentation, or any material defect in the Vehicle description or bidding information, as determined by Auctioneer in its sole discretion.
4.4 The Winning Bid shall be binding on the Bidder. In the event of the Bidder not honouring the Winning Bid, the Auctioneer has the right to proceed for Suspension and Termination under Clause 14 of this Agreement.
4.5 In the event that an Auction Sale is cancelled after the Bidder has remitted the Total Price, the sole and exclusive remedy available to the Bidder shall be to claim the refund of Total Price remitted to the Seller's account.
5. PAYMENT OF WINNING BID
5.1 Upon the Seller's communication of its acceptance of the Bidder's Winning Bid for an Auction Sale, the Bidder shall pay to the Seller the amount equivalent to the Winning Bid along with the applicable taxes ("Total Price") within the time period stipulated in the terms of Auction Sale. In the absence of any specific period mentioned in the Auction Sale, the Bidder shall pay the Total Price to the Seller within three (3) working days from receipt of confirmation/Winning Bid acceptance by the Seller from the Seller/Auctioneer. For avoidance of doubt it is clarified that upon acceptance of the Winning Bid by the Seller, the respective Bidder of the Winning Bid shall pay an amount equivalent to the Total Price in the manner as mentioned above and such Bidder will not be allowed to rescind the Winning Bid for any reason whatsoever. In the event of a Bidder's failure to make the payment of Total Price to the Seller as per the terms of the Auction Sale, the same shall be treated as material breach of these Bidder Terms and respective terms and conditions of the Auction Sale and Auctioneer and/or Seller shall have right to initiate appropriate legal proceedings against the Bidder, and Bidder alone shall be liable as to the cost, expense and consequences thereof.
5.2 In the event of a Bidder's failure to make payment for Total Price to the Seller within the stipulated time, Bidder agrees that the Auctioneer or Seller may in their sole and absolute discretion without any liability to do so, cancel the Winning Bid and offer the relevant Vehicle for re-sale without any notice to the Bidder. In such case, Bidder shall be liable for payment of the applicable listing fee or cost incurred by Seller or Auctioneer for re-sale of the Vehicle and in case the Vehicle is sold at a lesser price, also the difference in the price between the Winning Bid and the price at which the Vehicle is re-sold.
5.3 Further, in the event of Bidder's failure to make the payment of the Total Price as per Clause 5.1 within the stipulated time, Auctioneer may in its sole discretion suspend the Bidder's membership and/or forfeit whole or part of the Security Deposit deposited by Bidder. In such case, a Bidder shall be eligible to bid on any new Auction Sale only after replenishing the amount of Security Deposit and/or fresh payment of Membership Fee. In addition to the above, the Auctioneer shall also levy a Backout Fee, the amount whereof shall be intimated by the Auctioneer to the Bidders in the terms and conditions relating to each auction. This Backout Fee shall be recovered by the Auctioneer from the unallocated Security Deposit. In case the unallocated Security Deposit is not sufficient to cover this Backout Fee, the Auctioneer shall have a first right over the same and the Bidder shall have to make payment of this Backout Fee prior to accessing the Platform.
5.4 If any of the events described under Clause 5.1, 5.2 or 5.3 occurs an excessive/repetitive number of times, the Auctioneer may at its sole discretion revoke Bidder's membership in Auctioneer's absolute discretion.
6. SUCCESS FEE
The Bidder shall pay to the Auctioneer a transaction fee for every successful Auction Sale ("Success Fee"). Such Transaction Fee shall be due and payable only upon successfully winning an auction. Bidder agrees to pay Success Fee immediately upon the confirmation by the Seller of the acceptance of Bidder's Winning Bid. The Success Fee for each Auction Sale and Vehicle may differ and the same shall be notified on the Platform or as part of additional terms of respective Auction Sale. In the absence of any specific Success Fee mentioned for a particular Auction Sale, a standard Success Fee equivalent to 4.00% of the Winning Bid shall be payable by the Bidder to the Auctioneer. Success Fee shall be exclusive of applicable taxes.
7. DISCLAIMERS
7.1 Except as otherwise expressly provided by applicable law, all Vehicles sold via Auction Sale through Platform are sold "AS-IS WHERE-IS" BASIS WITHOUT ANY WARRANTY, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OR MERCHANTABILITY".
7.2 Bidder acknowledges that all Service provided by Auctioneer hereunder are provided "AS IS" and "WHERE IS" and without any, warranty whatsoever and that Bidder's use of the Platform and services associated therewith are at Bidder's own risk. Neither Auctioneer nor any of Auctioneer's affiliates licensors or suppliers makes and Bidder is not receiving any warranties, express, implied or otherwise with respect to the Platform or services provided hereunder. Auctioneer and its affiliates, licensors and suppliers expressly disclaim all implied warranties and conditions of merchantability, fitness for a particular purpose, title and/or non-infringement. Auctioneer is not involved in any transaction between Seller and Bidder. In the event Bidder has any dispute with the Seller, Bidder and Seller hereby releases Auctioneer, its officers, directors, employees, agents, affiliates and its shareholders from any and all claims demands and damages (actual and consequential, direct, indirect and otherwise) of every kind and nature, known and unknown, suspected and unsuspected, disclosed or undisclosed, arising out of or in any way connected with any such dispute.
7.3 The Auctioneer expressly disclaims the accuracy or completeness of any and all information provided to Bidders regarding Vehicles, whether provided in written, verbal, or digital image form through Catalogue available on the Platform. Vehicle Information provided by Seller through the Platform is for convenience only. Bidder shall not rely on Vehicle Information in deciding whether or how much to bid on a Vehicle offered for sale through Platform and Bidder is advised to exercise its discretion thereto. Vehicle Information includes but is not limited to: year, make, model, condition, damage amount, damage type, drivability, accessories, mileage, odometer disclosures, vehicle identification number (e.g. engine and chassis number and serial number), title, repair cost, repair history, title history, and total loss history.
7.4 Auctioneer make no representations or warranties about the accuracy, reliability, completeness, and/or timeliness of any content, information, software, text, graphics, links, communications or Catalogue provided on or through the use of the Platform or that the operation of the Platform or that the operation of Platform will be error free and/or uninterrupted. Consequently, the Auctioneer assumes no liability whatsoever for any monetary or other loss or damage suffered by a Bidder on account of:
(i) The delay, failure, interruption, or corruption of any data or other information transmitted in connection with use of the Platform.
(ii) Any interruption or errors in the operation of the Platform.
7.5 Auctioneer and respective Vehicle Seller expressly disclaim any and all representations, warranties, and guarantees regarding Vehicles sold through Auction Sale on the Platform.
7.6 It is the sole responsibility of the Bidder to ascertain, confirm, research, inspect, and/or investigate Vehicles and any and all Vehicle Information prior to bidding on vehicles.
7.7 All Bidders acknowledge and agree that Vehicles are sold through the Platform on AS IS basis and are not represented as being in a road worthy condition, mechanically sound, or maintained at any guaranteed level of quality. The vehicles may not be fit for use as a means of transportation and may require substantial repairs and expense.
7.8 Disclosure of Bidder Information. Each Bidder expressly agrees that Auctioneer may, if and to the extent necessary to comply with applicable law, disclose information regarding Bidder and regarding transactions conducted by Bidder through Platform if requested to do so in any judicial or administrative proceeding or by any governmental agency or regulatory authority.
8. PROPRIETORY RIGHT: SCOPE OF USE
Bidder acknowledges and agree that Auctioneer owns, solely and exclusively, all right, title interest in and to the Platform, including without limitation all content, code data, information, graphics, and other intellectual property used in or on the Platform, the look and feel, design and organization of the Platform, and all copyright, trademark, trade name, service mark, patent, trade secret, moral, database and other intellectual property and proprietary rights inherent therein or appurtenant thereto. Subject to the provisions of this Agreement, including, without limitation, Bidder's payments of all Membership Fee and Security Deposit and other charges, Auctioneer hereby grants to Bidder a limited, non-exclusive, non-assignable, non-transferable license during the Term of this Agreement to access and view approved materials and information from the Auctioneer's Platform remotely over the internet, solely to enable Bidder to participate in online auction conducted through the Platform and solely using the Bidders' Account username and password provided to Bidder by Auctioneer. Any other use of the Platform, Bidder's account or any content, code, information, data or other materials contained therein or available through the Platform is strictly prohibited. Any third party's trademark, logos or other intellectual property that may appear on Platform are the property of their respective owners and may not be used without such third party's written consent. All rights not expressly granted to Bidder hereunder are reserved exclusively to Auctioneer.
9. MISCELLANEOUS
9.1 Bidder agrees to comply, and to cause its agents and representatives to comply, with all applicable laws and regulations when removing a Vehicle from a Seller's facility, including properly loading and securing all Vehicles for safe travel. Auctioneer or Seller shall in no event be responsible or liable for any damage occurring as a result of unsafe or improper loading or securing of a vehicle for transport and the Bidder agrees to indemnify, defend, and hold Auctioneer harmless from any and all claims, damages, losses, liabilities, obligations, costs and expenses (including attorneys' fees) arising from or related to any failure of Bidder or the Bidder's agent or representative to properly load and/or secure a Vehicle for transport.
9.2 Once a Vehicle is removed from Seller's premises it is accepted AS-IS, and under no circumstances will Auctioneer or Seller be liable for subsequent claims of damage or loss of any kind or nature whatsoever.
9.3 Auctioneer reserves the right to suspend or revoke a Bidder’s bidding privileges for any reason, in its sole and absolute discretion.
9.4 Bidder understands, confirms and agrees that the Auctioneer provides an online marketplace i.e. the Platform for Sellers to list their Vehicles and for Bidders to locate Vehicles for sale and purchase transaction and all the Vehicles available on auction platform of the Auctioneer are offered by Sellers directly. Auctioneer is only providing the technical means to facilitate the Online Auction of the Vehicles. Auctioneer neither owns nor will own at any time hereon, any of the Vehicles sold in an Auction Sale conducted through the Platform.
9.5 Bidder hereby agrees that the Auctioneer does not assume any responsibility for verifying the material, content and information including any information pertaining to Vehicle sold through Auction Sale on the Platform and is not responsible for any damages, losses, expenses or other loss, claim incurred by any Bidder as a result of relying on any material or content including content of the Catalogue posted for an Auction Sale on the Platform and the Auctioneer will display the Vehicles with such details and content as Seller will inform the Auctioneer for purpose of Auction Sale.
9.6 Bidder acknowledges and agrees that the Auctioneer is only facilitating the Auction Sale through its Platform.
9.7 Bidder hereby agrees and acknowledges that the listed Vehicles for Auction Sale on the Platform is /are on a "AS IS WHERE IS" basis, listed directly by the Seller and the Auctioneer does not in any way, expressly or impliedly, give any certification or warranties to the Bidder, until and unless explicitly notified so.
9.8 The Bidder understand and expressly agrees that the Auctioneer shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if nothing has been advised of the possibility of such damages).
9.9 Any rights, title and interest to the Vehicle purchased through the Auction Sale will be transferred in the name of the Bidder or his authorised representative only after receipt of the Total Price by the Seller and payment of Success Fee to the Auctioneer, subject always to the Seller's right to cancel any Bid in accordance with these Terms and Conditions.
9.10 Bidder may collect the Vehicle purchased through Auction Sale, from such premises (as specified in the Catalogue) within 2 (two) days of payment of the Total Price to the Seller or as notified in the terms in the Catalogue or as expressly notified by the Seller in writing, whichever is later . In the event of a further delay in the delivery/pick up of the Vehicle, Bidder shall be liable to pay the Vehicle parking charges as calculated and demanded by the Seller.
9.11 Seller's liability in respect of the Vehicle purchased by the Bidder shall end upon transfer of all right, title and interest to the Bidder as a new owner of the Vehicle. Bidder alone shall be responsible for all risk, cost and consequences after such transfer of right, title and interest in the name of Bidder. For purpose of this Agreement all the right, title, interest in a Vehicle shall be deemed to be transferred in favour of the Bidder immediately after receipt of the Total Price by the Seller and simultaneous delivery of possession of the Vehicle to the successful Bidder. Upon completion of sale and transfer of ownership the Bidder must register itself as the owner/keeper of each Vehicle purchased through the Auction Sale, with the respective Regional Transport Authority within such time frame as may be prescribed by applicable law. Upon transfer of the ownership of Vehicle in the name of the Bidder the Bidder alone shall be responsible and liable for any penalty, fees, charges and any other legal demands relating to each Vehicle purchased by the Bidder.
9.12 Any Vehicle which will remaining uncollected from the premises mentioned in the Catalogue after transfer of Ownership of the Vehicle in the name of the Bidder shall be at absolute risk of the Bidder and the Auctioneer and/or Seller shall not be liable for any loss or damage to the Vehicle howsoever caused.
9.13 Bidder expressly agree, acknowledge and authorise Auctioneer to use Bidder's personal information, provided by you to us.
9.14 Bidder hereby agree they have affirmatively requested to receive marketing and promotional materials via mail, e-mail, and facsimile.
9.15 Bidder shall not to assign, transfer or novate any and all of Bidder's rights or obligations under these Bidder Terms or in respect of any Vehicle purchased by Bidder by in an Auction Sale conducted through the Platform. Auctioneer and/or the Seller may assign, transfer or novate any of their respective rights and obligations under this Bidder Terms or Auction Sale, where the Auctioneer and/or Seller, as the case may be, has a good reason to do so.
9.16 Auctioneer shall have no liability to the Bidder for any delay to performance (and the time for performance shall be and is extended accordingly) if that delay is due to circumstances beyond Auctioneer's reasonable control, including any delay or failure on part of the Seller to complete the transaction.
9.17 This Bidder Terms contain the entire understanding and agreement between (a) registered Bidder/you and Auctioneer with regard to your use of the Platform and availing the facility of participation in an Auction Sale by a registered Bidder and registered Bidder's/ your purchase of any Vehicle pursuant to the auctions or other facilities; and (b) Bidder/you and the Seller with respect to any Vehicle you purchase through the Platform by participation in an Auction Sale. No representation of our employees, officers or agents shall represent an addition or amendment to this Bidder Terms unless the same has been set out in writing and signed by the authorised representative of the Auctioneer.
10. TERM
This agreement shall be valid and effective from the date of successful registration of Bidder on the Platform after payment of the Membership Fees, Security Deposit and submission of the KYC Documents and will be valid for a period of one (1) year therefrom ("Initial Subscription Period"). The subscription/membership as a registered Bidder may be renewed after payment of annual Membership Fee, before expiry of the Initial Subscription Period.
11. REPRESENTATION AND WARRANTIES
11.1 The Bidder hereby represents and warrants that:
(1.i) It has full power and authority to carry on its business;
(1.ii) The execution and delivery of these Bidder Terms and all other agreements contemplated hereby will not result in breach of any terms and conditions, or constitute default under applicable laws or other obligations to which it is bound or violate any rule, regulation or law of any Government or any order, judgment or decree of any court or government body;
(1.iii) The execution and delivery of this Agreement and the other acts/covenants contemplated hereby have been duly authorized by all necessary board resolution and shareholder's actions, required, if any.
(1.iv) It is not in violation or contravention of applicable laws, rules and regulation governing these Bidder Terms.
12. CONFIDENTIALITY
12.1 Confidential Information shall mean any proprietary information of Auctioneer, including but not limited to Auction Sale, Auction Sale process flow, look and feel of the Platform, Platform, technical and artistic information relating to Auctioneer's Platform or business, details pertaining to Sellers, other registered bidders on the Platform, customers, clients, vendors, developments, inventions, technology, etc. Confidential Information will include all information (whether available in written, oral or machine-readable form) relating to the business or affairs of the Auctioneer, including (without limitation) information relating to existing or future systems, software, hardware, products and services, and those in development, and accompanying marketing plans, details of employees, agents and business strategies, etc.;
12.2 The Parties understand and acknowledge that, whether in the course of performance of this Agreement or otherwise, it will receive or become aware of Confidential Information of the other Party.
12.3 The Bidder agrees that it shall use the Confidential Information of the Auctioneer only as follows:
(a.i.i) to use such Confidential Information only in relation to the Agreement;
(a.i.ii) not to disclose any such Confidential Information or any part thereof to a person outside the Bidder's business organization for any purposes unless expressly authorized by the Auctioneer;
(a.i.iii) to limit dissemination of such Confidential Information to persons within the receiving Bidder's business organization who are directly involved in the performance of this Agreement and have a need to use such Confidential Information;
(a.i.iv) to safeguard the Confidential Information to the same extent that it safeguards its own confidential materials or data.
12.4 The receiving Party shall immediately upon becoming aware of any unauthorized disclosure, give notice to the other Party of such unauthorized disclosure, misuse, theft or other loss of Confidential Information, whether inadvertently or otherwise.
12.5 The Parties' obligations under this Clause shall extend to the non-publicizing of any dispute arising out of this Agreement or use of facility provided through Platform.
12.6 The terms of this clause shall continue in full force and effect for a period of three (3) years from the date of disclosure of such Confidential Information.
13. INDEMNIFICATION
Bidder hereby agrees to defend, indemnify and hold harmless Auctioneer and its shareholders, directors, officers, employees, agents, affiliates, licensors and suppliers harmless from any and all claims, demands, causes of action, debts, liabilities, costs and expenses, arising in any way from (a) Bidder's misuse of Platform or the services provided hereunder, (b) Bidder's placement or transmission of any message, content, information, software or other materials through Platform or using the services associated thereto (c) Bidder's breach or violation of the law, this Agreement, the terms and conditions or the privacy policy or (d) Bidder's performance, failure to perform or improper performance under this Agreement (e) any gross negligence or wilful misconduct of any personnel/staff/employee or subcontractor of Bidder; (f) breach of any representation, warranty or covenant of the Bidder contained herein;(g) Bidder's dispute with the Seller (f) any demand, notice, claims, penalty, levies, dues and prosecution demanded/instituted by any governmental authority or third party arising out of Bidder's failure to fulfil its obligations under this Agreement or Auction Sale; (g) bodily injury or property damage occurring on Seller's Premises; (h) the Bidder's failure to comply with applicable laws or regulations; and (j) the Bidder's sale or transfer of Vehicles to third parties.
14. SUSPENSION AND TERMINATION
14.1 Either Party may terminate this Agreement without cause at any time by providing the other party a written notice of 30 (Thirty) days.
14.2 In the event of termination, the Auctioneer has the right to adjust the outstanding Membership Fee, Success Fee, Backout Fee and/or any other charges due to it or the Seller from the Security Deposit maintained with the Auctioneer. In the event that Bidder's Security Deposit available with Auctioneer is not sufficient for adjustment, the Bidder hereby agrees without any demur or protest to pay all such outstanding dues including without limitation dues pertaining to the Membership Fee and Success Fee payable by Bidder.
(i) Notwithstanding the termination right as mentioned above, in the event of any violation by the Bidder of this Agreement including but not limited to delay or failure in any payment obligation as stipulated in this Agreement or violation of any of the TOU, Bidder Terms and policies of the Platform, the Auctioneer may at its sole discretion suspend or deactivate the Bidder's access to the Auction Platform with immediate affect which may be reinstated by the Auctioneer after the Bidder fulfil its obligations and completes the required formalities as stated by the Auctioneer.
(ii) The Bidder shall be required to pay a re-activation charge equivalent to the prevailing Membership Fee ("Reactivation Fee") or such other re-activation fee as may be prescribed by Auctioneer for re-activation of Bidder's account.
(iii) Subject to fulfilment of all the obligations of the Bidder under this Bidder Terms, TOU and terms of Auction Sale, and payment of all the due pertaining to Membership Fee, Total Price, Success Fee, the Bidder may terminate this Agreement by deactivating his/her Bidder account from the Platform at any time without assigning any reason whatsoever.
(iv) CONSEQUENCES OF TERMINATION
(a) All the Bidder's rights under this Agreement shall cease immediately on termination and no refund whatsoever shall be paid to the Bidder by the Auctioneer or Seller and Auctioneer shall not be liable or responsible for loss of anticipated profits and any other claims or losses in respect of such termination. Bidder hereby waives any claim to receive any compensation as a consequence of the termination of this Agreement.
(b) The provisions of this Agreement shall, to the extent stated or necessarily implied, survive the termination thereof.
(c) Termination of this Agreement for whatever cause shall be without prejudice to any rights or obligations of any Party hereto in respect of this Agreement which have arisen prior to such termination or expiration.
15. LIMITATION OF LIABILITY
In no event shall Auctioneer, its shareholders, directors, officers, employees, agents, affiliates, licensors or suppliers be liable hereunder for any consequential, exemplary, special, indirect, incidental or punitive damages or lost revenue, lost profits or anticipates business (even if they have been advised of possibility of such damages) arising from or relating to this Agreement, the subject matter hereof, the Platform and services provided hereunder, the sale, distribution, use of, or inability to use any Vehicle, including but not limited to damages arising from information provided by, to or through the Platform, or any other damages, however caused, under any theory of liability, including without limitation tort (including negligence), contract or otherwise. Without limiting the generality of foregoing, Auctioneer does not warrant that the Platform will operate error free or without interruption. The aggregate liability of Auctioneer, its shareholders, directors, officers, agents, affiliates, licensors, and suppliers to Bidder for any damages arising out from or relating to this Agreement, the subject matter hereof, the Platform or services provided hereunder, however caused under any theory of liability, shall not exceed the Membership Fee paid by the Bidder to the Auctioneer for the calendar year during which such claim accrue.
16. GENERAL TERMS
16.1 Independent Contractors
The Parties are entering this Agreement as independent contractors, and this Agreement will not be construed to create a partnership, joint venture, or employment relationship between them. Neither Party will represent itself to be an employee or agent of the other or enter into any agreement or legally binding commitment or statement on the other's behalf or in the other's name.
16.2 Governing Law and Jurisdiction
This Agreement shall be governed by the laws of India and the courts of Mumbai, Maharashtra shall have exclusive jurisdiction for matters pertaining to this Agreement.
16.3 Waiver
To be effective, any waiver by Auctioneer of any of its rights or Bidder's obligations under this Agreement must be made in a writing signed by Auctioneer. Waiver of any breach of any term or condition of this Agreement by Auctioneer will not be deemed a waiver of any prior or subsequent breach. No failure or forbearance by Auctioneer to insist upon or enforce performance by Bidder of any of the provisions of this Agreement or to exercise any rights or remedies under this Agreement or otherwise at law or in equity will be construed as a waiver or relinquishment to any extent of Auctioneer's right to assert or rely upon any such provision, right or remedy in that or any other instance; rather, the same will be and remain in full force and effect.
16.4 Severability
If any provision of this Agreement is invalid or unenforceable in any jurisdiction, the other provisions herein will remain in full force and effect in such jurisdiction and will be liberally construed in order to effectuate the purpose and intent of this Agreement, and the invalidity or unenforceability of any provision of this Agreement in any jurisdiction will not affect the validity or enforceability of any such provision in any other jurisdiction.
16.5 Entire Agreement
This Agreement (including all Attachments hereto, and all documents incorporated herein by reference): (a) represents the entire agreement between the Parties with respect to the subject matter hereof and supersedes any proposals, representations previous or contemporaneous oral or written agreements and any other communications between the Parties regarding such subject matter; and (b) may be amended or modified only by a written instrument signed by a duly authorized representative of each Party.
