The following terms and conditions (the "Terms") apply to any listing agreement, marketplace services agreement, preferred provider agreement or multi-channel sales agreement between you and RB Group (each a "Sales Agreement", collectively with the Terms, the "Agreement") and are in addition to the terms and conditions set out in the Sales Agreement. These Terms are separated into four sections as follows:
A. Terms and Conditions applicable to both Live Auction Event and Online Marketplaces
B. Terms and Conditions Applicable to Only Live Auction Event
C. Terms and Conditions Applicable to Only Online Marketplaces
D. General Fees for Equipment
Please ensure you review each and every section relevant to your Agreement. Unless otherwise defined in these Terms, capitalized words have the meanings provided in the Sales Agreement.

A. TERMS AND CONDITIONS APPLICABLE TO BOTH LIVE AUCTION EVENTS AND ONLINE MARKETPLACES

  1. Contracting Party, Notice, Governing Law
    Unless otherwise indicated in the Sales Agreement, 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 Seller 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. In the event that the below table provides for more than one jurisdiction applicable to the Sales Agreement, RB Group may elect which of the applicable jurisdictions applies to any legal action brought by RB Group. 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 Sale RB Group Contracting Entity Notice Address Governing Law Governing Venue Currency
    Canada Live Auction
    Ritchie Bros. Auctioneers (Canada) Ltd.
    9500 Glenlyon Parkway, Burnaby, BC V5J 0C6 British Columbia New Westminster, British Columbia CAD
    Marketplace
    IronPlanet Canada Ltd.
    9500 Glenlyon Parkway, Burnaby, BC V5J 0C6
    United States Live Auction
    Ritchie Bros. Auctioneers (America) Inc.
    4000 Pine Lake Road, Lincoln, NE USA 68516 Washington King County, Washington USD
    Marketplace
    IronPlanet, Inc.
    4000 Pine Lake Road, Lincoln, NE USA 68516
    Mexico Ritchie Bros. Auctioneers de Mexico S. de R.L. de C.V. Carr. Polotitlán, La Estación # 6 Col Centro. Polotitlán, Estado de México, CP 54200 Federal District of Mexico Federal District of Mexico USD
    European Union Marketplace
    IronPlanet Limited
    Concordiastraat 20
    4811 NB Breda, The Netherlands
    Ireland Dublin, Ireland EUR
    United Kingdom Live Auction.
    Ritchie Bros. Auctioneers (UK) Limited
    Concordiastraat 20
    4811 NB Breda, The Netherlands
    England and Wales Courts of England and Wales GBP
    Marketplace
    IronPlanet UK Limited
    Concordiastraat 20
    4811 NB Breda, The Netherlands
    England and Wales Courts of England and Wales GBP
    The Netherlands Live Auction
    Ritchie Bros. Auctioneers B.V.
    Concordiastraat 20
    4811 NB Breda, The Netherlands
    The Netherlands Dutch civil courts EUR
    Germany Live Auction
    Ritchie Bros. Deutschland GmbH
    Concordiastraat 20
    4811 NB Breda, The Netherlands
    Germany German civil courts EUR
    France Live Auction
    Ritchie Bros. Auctioneers France SAS
    Concordiastraat 20
    4811 NB Breda, The Netherlands
    France French civil courts EUR
    Italy Live Auction
    Ritchie Bros. Italia s.r.l.
    Concordiastraat 20
    4811 NB Breda, The Netherlands
    Italy Italian civil courts EUR
    Spain Live Auction
    Ritchie Bros. Auctioneers (Spain) SLU.
    Concordiastraat 20
    4811 NB Breda, The Netherlands
    Spain Courts of Madrid Capital EUR
    Australia Live Auction
    Ritchie Bros. Auctioneers Pty Ltd.
    1-57 Burnside Road
    Yatala, QLD 4207 Australia
    Queensland Queensland AUD
    Marketplace
    Ritchie Bros. Auctioneers Pty Ltd. dba IronPlanet Australia
    1-57 Burnside Road
    Yatala, QLD 4207 Australia
    New Zealand Ritchie Bros. Auctioneers Pty Ltd. 1-57 Burnside Road
    Yatala, QLD 4207 Australia
    New Zealand Auckland, New Zealand NZD
    United Arab Emirates Ritchie Bros. Auctioneers (ME) Limited P.O. Box 16897, Jebel Ali Free Zone, Dubai, UAE England and Wales Arbitration in accordance with the arbitration rules of the DIFC-LCIA Arbitration Centre USD
  2. Limitation Period. YOU AGREE THAT ANY CLAIM YOU BRING ARISING OUT OF OR RELATED TO THIS AGREEMENT MUST BE COMMENCED WITHIN SIX MONTHS AFTER THE DISPUTE AROSE, AND IF NOT COMMENCED TIMELY SHALL BE PERMANENTLY BARRED.
  3. 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.
  4. Creation of Lien. In addition to any other rights or remedies available to RB Group, this Agreement creates a lien and charge upon the Equipment and may be registered under any applicable personal property security legislation as may be in effect from time to time and entitles RB Group to seize and retain possession of the Equipment as security for, and to sell the Equipment to recover, all sums owing hereunder.
  5. Seller's Representations and Warranties. The Seller represents and warrants that: (a) the Equipment is, and on the date of sale will be, owned by the Seller free and clear of any and all registered and unregistered liens, security interests, tax or duty obligations or other encumbrances or contrary claims whatsoever ("Encumbrances"), except as set out in the applicable Schedule A and Schedule B of the Sales Agreement; (b) the Equipment is in good operating condition, free of material defects, except as disclosed to RB Group on the applicable Schedule; (c) the Seller is solvent and has not made, nor is it aware of, any assignment, proposal or other proceeding for the benefit of its creditors; (e) the description of the Equipment shall be accurately set forth on the applicable Schedule, and in the case of all motor vehicle Equipment, such Equipment has never been re-built, salvaged or glidered except as disclosed to RB Group; (f) all odometer and hour meters on the Equipment reflect actual mileage or usage unless otherwise disclosed to RB Group on the applicable Schedule of the Sales Agreement; (g) the offering for sale, advertising or selling of the Equipment will not contravene or infringe upon any patent, copyright, trademark, agreement or similar right of any third party; (h) the Equipment has not been modified or tampered with in any manner that would be contrary to applicable legislation or misleading to a potential buyer, including, but not limited to, tampering with emission control devices; (i) the Equipment has not been fraudulently obtained, is not stolen or counterfeit; and (j) the Seller and its signatories are duly authorized to enter into this Agreement and to complete and deliver all Schedules that are delivered to RB Group.
  6. Transaction Fee. You acknowledge that RB Group may charge buyers ("Buyers") a transaction fee based on the selling price of each lot.
  7. No Buybacks or Price Manipulation. You shall not bid or make an offer, directly or indirectly, nor allow any other person to bid or make an offer on your behalf, by agency or otherwise, on the Equipment or any part thereof. In the event of price manipulation, RB Group may, at its option: (a) ban you from future use of the Marketplace and/or participation at a Live Auction Event; (b) cancel any involved transaction(s); and (c) charge you a Buyback Charge set out in Section D.
  8. Additional Services. You may request any of the services outlined in Section D in association with the sale of Equipment and you agree to pay all fees due for services completed. The cost of the services will be deducted from amounts otherwise due to Seller when available. Otherwise, service fees will be invoiced directly to Seller.
  9. Right of Set-Off. RB Group may, in its discretion, apply any proceeds from the sale of the Equipment towards any outstanding amounts otherwise due and owing to RB Group in connection with any purchases, deficiencies or services rendered by RB Group.
  10. Specific Performance. In addition to any other remedies that may exist, (i) for listings on the Marketplace, if you cancel a listing within two weeks prior to the listing opening time or if you fail to have the Equipment available for transportation no later than one business day following the creation of a Binding Obligation (as defined below) with the Buyer or (ii) you fail to deliver the Equipment to the Site or withdraw the Equipment from a Live Auction Event, you hereby acknowledge and agree that (a) the damages to RB Group's business reputation, brand and customers are significant and irreparable, (b) an adequate remedy at law for such breach is inadequate, and (c) RB Group may seek enforcement of this Agreement by means of specific performance or injunction, without any requirement to post a bond or other security, and you waive all rights to object to such an application.
  11. Indemnification.
    1. Indemnity. You will defend, indemnify and save RB Group, its subsidiaries and affiliates, and each of their officers, directors, shareholders, employees and agents, harmless against any and all claims, demands, suits, actions, causes of action, damages, costs or charges whatsoever arising from: (a) any breach of the representations, warranties or covenants set out in this Agreement; (b) hazardous materials associated with the Equipment or contamination resulting from any leakage, spills, or malfunction of the Equipment; (c) deficiencies in the provision of documents required for the purpose of titling or registering any part of the Equipment by any purchaser thereof; (d) encumbrances against or defects in title to, or taxes or customs duties payable in respect of, the Equipment or any part thereof; (e) any deficiency in compliance with any applicable environmental rules or regulations; (f) your improper use of the Marketplace; (g) any tax, cost or expense arising from your failure to satisfy any laws or regulations in relation to a transaction; and (h) any negligence, unlawful act, or willful misconduct by you in connection with the Agreement.
    2. Notice and Control of Claim. 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 equal footing with you. You shall not settle any claim or demand without the written consent of RB Group.
  12. Risk of Loss. The Seller shall be responsible for loss or damage to the Equipment, other than loss or damage arising as a result of the negligence of RB Group, its agents or employees, until the earliest of: (a) if the Equipment is sold through a Live Auction Event, the removal of the Equipment from the Site by the Buyer; (b) if the Equipment is sold through a Marketplace, the removal of the Equipment from Seller's location or other applicable storage location of the Equipment; or (c) regardless of the venue through which the Equipment is sold, receipt by the Seller of all proceeds from the sale of the Equipment. The Seller shall insure the Equipment, with RB Group a loss payee, to its fair market value against all perils so that in the event of damage to, or destruction of, the Equipment or any part thereof, all insurance proceeds shall be credited to the gross proceeds of the sale, regardless of the venue through which the Equipment is sold, and payment made to RB Group forthwith for all deductions permitted by this Agreement and shall, upon request, provide RB Group with a copy of the insurance certificate, or other documentation evidencing RB Group as a loss payee, to the satisfaction of RB Group.
  13. Termination, Rescission and Default. RB Group shall have the right, in its sole discretion, to terminate this Agreement in whole or in part if (a) there are Encumbrances on or to any Equipment in addition to those that are listed in the Sales Agreement, (b) your net proceeds are insufficient to discharge creditor claims and pay RB Group's fees after title is cleared, (c) your lien holders are unwilling to release liens and/or allow Equipment to be listed for sale, (d) you are in breach of the Agreement, (e) you have provided inaccurate, fraudulent, outdated or incomplete information during the registration or listing process or thereafter, (f) you have violated applicable laws, regulations or third party rights, (g) RB Group believes in good faith that such action is reasonably necessary to protect the safety or property of other customers, RB Group personnel or third parties, or (h) termination is required for fraud prevention, risk assessment, security or investigation purposes. In the event of such termination, in addition to any other remedies available to RB Group, you shall pay RB Group (i) the Listing Fee, if applicable, and (ii) any costs incurred by RB Group. In addition to the foregoing, in the event of termination as a result of items (d), (e), (f), (g), or (h) of this Clause 13, you shall pay RB Group 25% of the estimated market value of Equipment as determined by RB Group.
  14. General. This Agreement contains the entire agreement of the parties and supersedes all previous communications, representations, understandings and agreements, either oral or written, between us. In the event of a conflict between these Terms and the Sales Agreement, the Sales Agreement 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, or agency relationship is intended or created by this Agreement. In the event of an assignment, 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.
  15. Privacy. Information provided in the Sales Agreement or under these Terms will be retained by the RB Group in accordance with RB Group's Privacy Statement, provided on www.rbauction.com.

B. TERMS AND CONDITIONS APPLICABLE TO BOTH LIVE AUCTION EVENTS AND ONLINE MARKETPLACES

Unless otherwise noted in the Sales Agreement, the below terms and conditions will apply to all sales of equipment through a Live Auction Event. All references to "Equipment" in this Section B shall refer to equipment that the seller is selling through a Live Auction Event.

  1. RB Group Obligations and Responsibilities
    1. Sale Sites and Dates. RB Group shall, as your agent, offer the Equipment for sale at unreserved auction at the Site and on or about the date specified in the Sales Agreement. You shall provide to RB Group a completed Schedule A no later than 15 days prior to the scheduled Live Auction Event. If advertising of specific pieces is requested in the auction brochure, you must provide a completed Schedule A to RB Group at least 30 days before the scheduled Live Auction Event.
    2. Payment. RB Group shall make payment to you within 21 days after the Live Auction Event, by cheque or electronic funds transfer unless you specify otherwise in writing, the amount due and owing to you from monies collected from the sale of the Equipment after making all deductions permitted under this Agreement.
    3. Document Administration Fees; Lien Search Fees. A document administration fee for each item of Equipment requiring title, registration documents or customs documents will be charged as set out in the applicable jurisdiction-specific clause in Section B, Clause 4. RB Group will conduct lien searches as it deems necessary and all costs incurred shall be at the expense of and paid by the Seller.
    4. Taxes. RB Group shall collect and remit state and local sales tax arising upon the sale of the Equipment at the Live Auction Event.
    5. Lots. RB Group may divide the Equipment into such lots as it may in its absolute discretion deem desirable for a Live Auction Event. RB Group shall not be liable for any loss or damages claimed in respect of the manner in which the Equipment is divided into lots nor in respect of any failure by RB Group to divide the Equipment into lots.
  2. Seller's Obligations and Responsibilities
    1. Delivery. At your cost, you shall deliver the Equipment: (a) in good operating condition, free of material defects except as disclosed to RB Group, with adequate fuel and batteries and starting at the key; (b) free of hazardous materials other than normal operating fuels, oils and lubricants; and (c) in compliance with all applicable environmental, health and safety rules and regulations, together with all documents evidencing your title and/or necessary to transfer title to the Equipment, properly endorsed.
    2. Unreserved Auction Sale. You acknowledge that Live Auction Events are unreserved and RB Group shall have no obligation or duty to withdraw the Equipment or any part thereof from the Live Auction Event or to cancel the Live Auction Event. The Equipment shall be sold to the highest bidder on the date of the Live Auction Event.
  3. Mutual Agreements
    1. Prohibition of Pre-Sale. Neither RB Group nor you shall sell or offer for sale any part of the Equipment prior to the Live Auction Event without the written permission of the other Party.
    2. Default by Seller. If: (a) you withdraw or fail to timely deliver the Equipment or any part thereof or any documents required hereunder, or if the Live Auction Event does not occur as a result of your actions or inaction, including without limitation the commencement of liquidation or bankruptcy proceedings of any sort by or against you; or (b) you, directly or indirectly, bid or permit another to bid on your behalf or for your benefit, by agency or otherwise, on the Equipment or any part thereof at the Live Auction Event; or (c) your representations and warranties set out in this Agreement are not true, complete and correct in all respects; then: (i) commissions shall be payable to RB Group upon demand, based upon the fair market value (as determined by RB Group in its sole discretion) of any withdrawn or undelivered parts of the Equipment as if they had been sold; (ii) any advances made by RB Group together with accrued interest shall become due and repayable immediately; and (iii) you will, upon demand, reimburse RB Group for all out-of-pocket expenses incurred in preparation for the Live Auction Event. In the event you are in violation of paragraph 3.2(b)3.2 above, in addition to any other rights or remedies RB Group may have under this Agreement, RB Group shall, at its sole discretion, have the right to sell or re-sell the Equipment by whichever means it deems appropriate and you shall pay to RB Group as liquidated damages in addition to all other amounts due hereunder, an amount equal to 25% of the proceeds realized from such sale or resale. If, pursuant to this Section, the Equipment or any part thereof is not sold at the Live Auction Event, such equipment shall be deemed to have been withdrawn by you and the provisions of paragraph 3.2, 3.2 and 3.2 above shall apply.
    3. Use of Equipment. You authorize RB Group to operate the Equipment for the purpose of demonstrating it at the Live Auction Event.
    4. Collection of Proceeds. RB Group shall collect the full proceeds from the sale of the Equipment and you assign to RB Group: (a) the amount required to discharge and satisfy all Encumbrances in respect of the Equipment; and (b) all amounts payable to RB Group hereunder, including commission and any advances, together with interest thereon which shall be repayable at the time of the sale.
    5. Uncollected Proceeds. RB Group may, as it deems necessary in its sole discretion, re-sell any part of the Equipment not sold or paid for at the Live Auction Event through either a subsequent Live Auction Event or on the Marketplace, and you acknowledge that no monies shall be payable by RB Group for any part of the Equipment until it has been paid for in full by the Buyer.
    6. Other Consignments. Equipment belonging to other owners may be sold at the Live Auction Event.
    7. Internet Bidding and Timed Auction Lot System. RB Group may in its sole discretion offer certain lots for sale, in conjunction with its unreserved auction, to registered bidders using its proprietary online bidding service or using its silent "timed auction lot" system. RB Group shall use its best effort to ensure that such technologies and systems are available at all auctions for which they have been advertised, however at any given sale: (a) only those lots which RB Group deems appropriate shall be offered using such technologies and systems, and (b) certain circumstances concerning the Internet and the technology in use are beyond RB Group's control, and such systems may not be available at any given time or Live Auction Event. You agree that RB Group shall be held harmless from any and all claims, demands, suits, actions, causes of action, damages, costs or charges arising from (1) the failure of the internet, servers or other computer or communications components and systems, regardless of whether such failure is caused by the negligence of RB Group, (2) RB Group's decision whether or not to use such technologies or systems, or (3) its failure to offer such systems at any time.
  4. Jurisdiction Specific Clauses. The following jurisdiction-specific additional terms and conditions will apply for Sellers selling assets in a Live Auction Event in the country noted:

    North America
    United States of America
    1. Should RB Group be required to purchase titles on the Seller's behalf, RB Group shall be entitled to interest on amounts advanced at a rate of US Bank prime plus 2%.
    2. A document administration fee of $65 will be charged for each item of Equipment requiring title or registration documents.
    Canada
    1. The Seller represents and warrants that the Seller it is not and will not be at the date of the Live Auction Event a non-resident of Canada within the meaning and intent of Section 116 of the Income Tax Act (Canada).
    2. A document administration fee of $65 will be charged for each item of Equipment requiring title or registration documents.
    Mexico
    1. A document administration fee of $65 will be charged for each item of Equipment requiring title or registration documents.
    2. In its character as commission agent, RB Group may receive from you, as well as from third parties participating in the Live Auction Event, any amounts in deposit to guarantee participation in the Live Auction Event, as well as any other amounts that derive, require or may be delivered to RB Group by you and third parties participating in the Live Auction Event, without such amounts understood as income for RB Group. RB Group will receive such amounts and will apply them according to the Agreement or according to the specific instructions from you and the third parties participating in the Live Auction Event.
    3. RB Group will issue to you, within 21 days after the Live Auction Event, an invoice ("Factura") in respect of the gross commission charged to you, plus applicable Impuesto Al Valor Agregado ("IVA").
    4. You represent and warrant that all items of the Equipment that had at any time entered into the Mexican Republic were duly imported in accordance with all applicable Mexican laws such that all Mexican taxes and duties with respect to the Equipment have been fully paid, and any items of Equipment to be exported from the Mexican Republic by the Buyer will not be subject to any tax or duties upon such exportation.
    5. In addition to delivering documents pursuant to Section B, Clause 2.1, the Seller will also deliver to RB Group copies of all original import documents regarding the importation into the Mexican Republic of any items of Equipment indicating their date and place of entry and the document number on the import application ("Pedimento").
    6. You will also grant RB Group a separate power of attorney that complies with Mexican law and authorizes RB Group to execute on your behalf all documents required to transfer title to, and permit registration or ownership of, any part of the Equipment by the Buyer, if requested by RB Group.
    7. You will issue to RB Group within 21 days after the Live Auction Event and prior to payment of net proceeds from the sale of the Equipment, one invoice for the remaining lots on which IVA has been collected, noting the following: (a) RB Group's name and address; (b) complete description of the items of Equipment, including serial numbers if applicable, and; (c) purchase prices of the Equipment at the Live Auction Event. You will ensure that the invoice meets all requirements and specifications set forth in applicable Mexican tax law, and to RB Group's satisfaction.
    8. In addition to any other indemnity provided herein, you shall defend, indemnify and save RB Group, its subsidiaries and affiliates, and each of their officers, directors, shareholders, employees and agents, harmless against any and all claims, demands, suits, actions, causes of action, damages, costs or charges whatsoever arising from your failure to comply with the applicable commercial and civil provisions of the laws of the Mexican Republic including, but not limited to, the purchase and sale of goods.
    9. For greater certainty, a lien pursuant to Section B, Clause 4 of these Terms may be registered in the Sole Securities Registre in accordance with the legislation of the jurisdiction in which the Equipment is registered and/or in the Merchant File where the business headquarters of the Owner is registered.  To perfect the lien pursuant to Article 334 of the General Law of Negotiable Instruments and Credit Operations, the parties designate the Regional Manager of RB Group's Mexican operations as custodian of the Equipment and agree the Equipment to be under control of RB Group.
    Europe
    All of Europe
    1. You represent and warrant that: (a) the Equipment is, and on the date of the Live Auction Event will be, free and clear of any pledges, executions, contractual obligations and reservations of title unless otherwise disclosed in the Agreement; (b) the Seller is registered to conduct business in the jurisdiction indicated on the Agreement and is a registrant pursuant to the applicable Value Added Tax legislation of such country having the registration number provided in the Agreement; (c) the Equipment is of "free circulation" status within the European Union; and (d) the Equipment is "CE Certified" according to applicable European Union legislation on machinery, if required.
    2. In addition to delivering documents pursuant to Section B, Clause 2.1, the Seller will also deliver to RB Group: (a) all documents required to allow the Equipment to be in free circulation within the European Union without payment of further customs duties; and (b) valid original CE Certificates for any Equipment which is CE Certified.
    3. The Seller hereby authorizes RB Group to appoint a customs broker to act on the Seller's behalf in the preparation of any necessary customs document required in connection with the delivery of the Equipment to RB Group's yard and all costs incurred in this regard shall be at the expense of and paid by the Seller.
    4. In addition to the indemnity provided by the Seller in Section A, Clause 11, you shall defend, indemnify and save RB Group, its subsidiaries and affiliates, and each of their officers, directors, shareholders, employees and agents, harmless against any and all claims, demands, suits, actions, causes of action, damages, costs or charges whatsoever arising from: (a) deficiencies in the provision of documents required for the purpose of importation within the European Union of any part of the Equipment by any Buyer; and (b) failure to provide valid CE Certificates for any of the Equipment, if required.
    5. Any commission or fees charged by RB Group do not include VAT.
    United Kingdom
    1. A document administration fee of £25 will be charged for each item of Equipment requiring title or registration documents.
    2. For VAT purposes, you agree to accept self-billed tax invoices issued by RB Group in respect of the services provided by RB Group under the Agreement.
    Finland; The Netherlands
    1. A document administration fee of €40 will be charged for each item of Equipment requiring title, registration or customs documents.
    France
    1. The following document fees will be charged: (a) €40 for each item of Equipment requiring title or registration documents; and (b) €75 for each item of Equipment requiring customs documents.
    Germany
    1. The following document fees will be charged: (a) €40 for each item of Equipment requiring title or registration documents; and (b) as charged by the authorities for all customs documents.
    Italy
    1. The following document fees will be charged: (a) €110 for each item of Equipment (other than agricultural equipment) having an Italian registration; (b) €40 for each item of Equipment with foreign registration; and (c) as charged by the authorities for all customs documents.
    Spain
    1. The following document fees will be charged: (a) €145 for each item of Equipment (other than agricultural equipment) having a Spanish registration; (b) €215 fee for each item with expired Technical Data, Sale Notification or for any agricultural equipment having a Spanish registration; and (c) €40 for each item of Equipment requiring customs documents or with foreign registration.
    2. You represent and warrant that no declaration of suspension of payment, or bankruptcy or if applicable creditor's meeting (concurso de acreedores) of yours has been filed by you or any other third party.
    3. You shall be responsible for the payment of any tax, duty or levy that may legally be construed as being the responsibility of yours, including those arising from any past or present change in the use or ownership of the Equipment or any part thereof, and you authorize RB Group to represent to any person that no taxes, duties or levies in respect of the Equipment are owing by you, excepting any sales taxes due on account of the sale of the Equipment at the Live Auction Event.
    4. You will appoint RB Group as your attorney for the limited purpose of preparing in the name, and on behalf of you, invoices for all Equipment sold, listing separately that Equipment on which IVA has, and has not been charged, noting the following for each lot sold in the Customs Deposit yard and on which IVA has not been charged: (a) the name and address name of the Seller and  Buyer, and Value Added Tax registration number of the Seller, if applicable; (b) complete description of the item of Equipment, including serial number if applicable, and the nature of the transfer; (c) number of the relevant invoice (invoices issued by RB Group shall be of a separate series  from ordinary invoices issued by the relevant Seller); (d)  place and date of issue; and (e) purchase price at the Live Auction Event. These photocopied invoices will be provided by RB Group to you within three days after the Live Auction Event. RB Group will undertake to provide to you with the documents that according to the custom legislation are required to support the lack of taxation of IVA as soon as made available by the Buyer.
    Portugal
    1. The following document fees will be charged: (a) €90 for each item of Equipment requiring Portuguese title or registration; and (b) €40 for each item of Equipment requiring customs documents or with foreign registration.
    Middle East and Asia
    United Arab Emirates
    1. A document administration fee of $65 will be charged for each item of Equipment requiring title or registration documents.
    2. Any commission or fees charged by RB Group do not include VAT.
    3. You hereby authorize RB Group to appoint a customs broker to act on your behalf in the preparation of any necessary customs document required to allow the Equipment to enter RB Group's yard and all costs incurred in this regard shall be at the expense of and paid by you.
    4. In addition to delivering documents pursuant to Section B, Clause 2.1, you will deliver all documents required for the import or export of the Equipment by the Buyer, including but not limited to Vehicle Export Certificates (V.E.C.) in the name of RB Group Export Plates and Certificates of Origin.
    5. Should RB Group be required to purchase titles on the Seller's behalf, RB Group shall be entitled to interest on amounts advanced at a rate of US Bank prime plus 2%.
    Australasia
    Australia
    1. A document administration fee of $25 will be charged for each item of Equipment requiring title or registration documents.
    2. The Seller represents and warrants that it is not and will not be at the date of the Live Auction Event a non-resident of Australia within the meaning and intent of the Income Tax Assessment Act.
    3. For greater certainty, under Section B, Clause 4, of these Terms, the Agreement creates a lien and charge upon the Equipment and may be registered under the Bills of Sale and Other Instruments Act, 1955.
    4. All amounts quoted in this Agreement are exclusive of Goods and Services Tax.
    5. You acknowledge that, in the case of auctions held in the State of Queensland, RB Group must comply with the code of conduct for auctioneers as set out in the Property Agents and Motor Dealers (Auctioneers Code of Conduct) Regulation 2001, a copy of which Code of Conduct is available on the Office of Fair Trading's website at www.fairtrading.qld.gov.au.
    New Zealand
    1. A document administration fee of $25 will be charged for each item of Equipment requiring title or registration documents.

C. TERMS AND CONDITIONS APPLICABLE TO ONLY ONLINE MARKETPLACES

Unless otherwise noted in your Agreement, the below terms and conditions will apply to all sales of equipment through a Marketplace. All references to "Equipment" in this Section C shall refer to equipment that the seller is listing for sale through a Marketplace.

  1. RB Group's Services
    1. Services of RB Group. Under the terms of this Agreement, RB Group offers you the use of the applicable Marketplace, which functions as a platform on which you can list and advertise Equipment for sale to potential buyers. Each party is acting on its own behalf, and RB Group is not a party to the subsequent binding obligation to sell/buy the Equipment that is entered into between you and the Buyer. Nor does RB Group represent either party in the transaction that results from use of the Marketplaces. In consideration of your use of the Marketplace for the listing and advertising of Equipment for sale, fees as listed in Section D are payable by you.
    2. Listing Formats. There are five listing formats available on the Marketplace:
      1. Online Auctions. A service where you are able to list and advertise Equipment for sale to the highest bidder who meets or exceeds the opening bid.
      2. Buy Now. A service where you are able to list and advertise Equipment at a Buy Now Price.
      3. Make Offer. A service where you are able to list and advertise Equipment for sale to a bidder at the Asking Price or a Negotiated Price.
      4. Marketplace Direct. A service where you are able to self-list, advertise and manage the sale of business and surplus assets.
      5. Reserve. A service where you are able to list and advertise Equipment for sale to the highest bidder in a reserved marketplace, where you set the Reserve Price.
    3. Commitment to Sell. By entering into this Agreement for use of the Marketplace, you hereby extend an irrevocable offer to sell the Equipment, as applicable, (a) to a Buyer who is the highest bidder and who meets or exceeds the opening bid, the Reserve Price, or Asking Price, as applicable (b) to a Buyer who commits to purchase Equipment at the Buy Now Price; or (c) to a Buyer who commits to purchase Equipment at the Negotiated Price.
    4. Opening Bid and Scheduling. For Online Auctions, RB Group will set the opening bid for the Equipment and schedule the listing opening times. For Buy Now and Make Offer listings, RB Group will schedule the listing opening times and set the opening bid, if applicable; you will have the option of setting a buy now price ("Buy Now Price") or an asking Price ("Asking Price"), not to exceed 120% of estimated market value as determined by RB Group. You may lower the Asking Price during a listing period, but you may not add an Asking Price after the opening time. If you have selected to list the Equipment by Reserve, you will have the option of setting a reserve price, not to exceed 120% of estimated market value as determined by RB Group ("Reserve Price"). RB Group will determine the period of time that the Reserve listing is published to the website and is available for Buyers to submit bids (the "Reserve Period"). If, at the end of the Reserve Period, the Reserve Price has been met, the highest bid received from a Buyer will be automatically accepted. If the Reserve Price is not met during the Reserve Period, RB Group may elect to re-list the Equipment.  All Buy Now and Make Offer listings will be scheduled to run for up to 90 consecutive days, at the discretion of RB Group. The listing period may be extended at RB Group's sole discretion. In the event the Equipment remains unsold, whether on a Buy Now, Make Offer or Reserve listing, after 90 days, (a) the Equipment must be re-inspected and will incur a Re-Inspection Fee and you agree to reduce the Asking Price or Reserve Price, as applicable, by 20% to continue the listing; or (b) you may elect, without penalty, to remove the listing.
    5. Additional Options. For Make Offer listings and Reserve listings where the Reserve Price is not met, you have the option to (a) accept bids lower than the Asking Price or Reserve Price, as applicable; (b) counter bids lower than the Asking Price or Reserve Price, as applicable, with a higher offer ("Counter Offer"); or (c) reject bids lower than the Asking Price or Reserve Price, as applicable, at any time during a listing. Counter Offers are valid for up to two business days. However, only one Counter Offer can be valid at any time; the last Counter Offer you issue supersedes and invalidates any previous Counter Offers. Upon acceptance of the Counter Offer by the Buyer, the listing is closed and you are legally bound to complete the transaction.
    6. Conclusion of Purchase; Bill of Sale. After the winning bid for a piece of Equipment has been established by RB Group or the Buyer has committed to purchase the Equipment at the Buy Now Price or the Asking Price, the bid or purchase commitment of Buyer will be automatically accepted by you and a binding obligation to purchase and sell between you and Buyer is automatically created ("Binding Obligation"). All applicable terms and conditions of this Agreement shall apply to the Binding Obligation. Further, for Make Offer listings, you may accept or counter an offer below the Asking Price. In the event that you accept an offer or the Buyer accepts your Counter Offer (the "Negotiated Price"), a Binding Obligation is created and all terms herein shall apply. Buyer and Seller will be notified of such Binding Obligation by an email or other notification that is generated automatically by the Marketplace. Subject to your receipt of payment for the Equipment, you, at your own expense, shall deliver a bill of sale, if applicable, and such other documentation as may be reasonably necessary to transfer title to the Equipment to Buyer. Unless otherwise agreed, the Equipment listing will only show your RB Group "Seller ID", but not your formal identity, business name and/or address details. This information will only be provided to Buyer at the time a Binding Obligation is reached.
    7. No Guarantee on Proceeds. There is no guarantee as to the gross proceeds that may be realized from a listing on the Marketplace.
    8. Equipment Availability. Subject to RB Group's receipt of full payment and Buyer's completion of any additional, required documents, you and the Buyer will be notified that the Equipment is available for pick-up via an email that is generated automatically by the Marketplace ("Item Release"). You agree to have the Equipment available for transportation, complete with ignition key, if applicable, to the Buyer no later than one business day after a Binding Obligation is created. If the Equipment is not available, you will be subject to pay a Post-Closing Delay Fee. Further, if you fail for any reason to release the Equipment to the Buyer after a Binding Obligation is created, you will be subject to a Seller Default Fee in addition to any other rights or remedies that RB Group or Buyer may have.
  2. Equipment Listings. You may not list goods that are illegal to use or possess under any applicable law, rule or regulation. RB Group reserves the right, in its sole discretion, to (a) refuse to list any piece of Equipment at any time; (b) withdraw any Equipment listing from the Marketplace; (c) review and verify a listing's information and description; or (d) cancel any transaction that it deems to be suspicious or fraudulent and report it to applicable authorities. The information you provide during the Equipment listing process, combined with the Inspection Report, constitute the listing details for the Equipment (the "Listing Details"). You agree to fully, completely and accurately disclose to RB Group all information relating to the Equipment of which you are aware. Any information (including brand name or other indication of origin or manufacture) that you provide related to the Equipment must be complete and accurate, and you shall be responsible for any inaccuracies, errors or omissions. Equipment listings on the Marketplace may not include links to or a description of other items that you may have for sale outside of the Marketplace.
  3. Inspections; Restrictions on Use
    1. Equipment Inspections. For all requested inspections, you agree to permit RB Group and/or its authorized representatives to test and inspect each piece of Equipment at a time and place specified in the Agreement or as otherwise mutually agreed. RB Group shall produce an inspection report ("Inspection Report") for each piece of Equipment inspected by RB Group. RB Group inspections are solely for the purpose of reporting on the visible condition of the Equipment's major systems and attachments. RB Group inspections are NOT intended to detect latent or hidden defects or conditions that could only be found in connection with the physical dismantling of the Equipment or the use of diagnostic equipment or techniques. Your failure to properly maintain the Equipment from the date of inspection until its removal from your location by Buyer will void the inspection. If you alter or perform repairs or other maintenance to the Equipment after the inspection, another inspection will be required, and you will be subject to a Re-inspection Fee.
    2. Ownership of Inspection Report. The Inspection Report is the sole and exclusive property of RB Group. Except as expressly stated, nothing in this Agreement shall be deemed to grant to any other party, by implication, estoppel or otherwise, license rights, ownership rights or any other intellectual property rights in the Inspection Report. You cannot use the Inspection Report for any other purpose without the prior written approval from RB Group.
    3. Restrictions on Use of Equipment. From the time you provide listing details to RB Group or an inspection is performed by RB Group until the Equipment is removed from its location by or on behalf of Buyer following creation of a Binding Obligation, you may not operate, lease, rent, modify or alter the Equipment. In addition to any other rights and remedies that RB Group may have, a breach of this provision prior to the creation of a Binding Obligation for the Equipment may result in either of the following: (a) RB Group may remove the Equipment from the Marketplace and charge you a Removal Charge; or (b) RB Group may continue with the listing in which case if the Equipment was inspected previously by RB Group, you must have the Equipment re-inspected and pay RB Group a Re-Inspection Fee. If the Equipment was not inspected, you must supply updated Listing Details to RB Group and pay RB Group an additional Listing Fee. In the event of a breach of this provision is determined by RB Group in its reasonable discretion and the Equipment has been sold through the Marketplace, the transaction is subject to cancellation and you will be charged a Seller Default Charge in addition to reimbursement of transportation and other costs incurred by Buyer.
  4. Disclosure and Payment of Liens. You are responsible for making full disclosure to potential Buyers of all Encumbrances and third-party interests that may exist on or pertain to your Equipment. You will at your own cost and expense warrant and defend title to the Equipment on behalf of the Buyer, its successors and assigns, against the claims and demands of all persons. If required, you shall be responsible for the payment of any independent equipment appraisals and documentation fees required to release such liens. You acknowledge and agree, and hereby authorize, that RB Group may, in its discretion, discharge creditor claims or pay for such appraisals and documentation fees and deduct the amount from the proceeds due to you. If your net proceeds from the sale of Equipment listed on the Marketplace are insufficient to discharge creditor claims and costs associated with any appraisals and documentation fees on the Equipment, you are fully responsible for paying the outstanding debt balance immediately upon demand by RB Group.
  5. Payment
    1. Payment of Proceeds. Once a Binding Obligation is created between you and Buyer, RB Group will generate a third-party invoice that is issued to Buyer on your behalf. Buyer is responsible for paying you the purchase price for the Equipment upon creation of a Binding Obligation, and you hereby instruct RB Group to facilitate receipt of the purchase price. Further, you hereby grant RB Group the right, in its own name, to enforce your right to payment. You agree that no monies shall be payable to you until paid by the Buyer. Once received by RB Group, any monies due to you, net of any commissions and fees due RB Group as detailed in this Agreement, shall be disbursed within 15 business days after creation of a Binding Obligation. You hereby consent to RB Group's right to offset any other commissions and fees specified in this Agreement or that result from additional services requested by you, with any remainder to be paid within 15 business days following receipt of an invoice. You acknowledge that Buyers may fail to perform or pay on a timely basis and that RB Group shall not have any liability to you for any act or omission of Buyers.
    2. Taxes. You shall be responsible for the payment of any tax or duty that is your responsibility as a seller of the Equipment.
    3. Title Transfer Fees; Lien Search Fees. For each unit of Equipment, unless otherwise specified, you will pay lien search fees, document administration fees and any other fee applicable as set out in RB Group's standard Fee Schedule detailed in Section D. Document administration fees will cover fees associated with title or registration documents.
  6. Your Options After Buyer Default. If the Buyer fails to pay in accordance with the Binding Obligation, the Buyer is considered to be in default. In the event of a Buyer default, you may at your own risk and account rescind the offer to sell to the Buyer after which you may elect any one of the following options:
    1. Offer Equipment to Second Highest Bidder. If there was more than one bidder for the defaulted Equipment, you may elect to offer the Equipment to the second highest bidder. If the second highest bidder accepts, a Binding Obligation for the Equipment will be concluded by the Marketplace, and you will receive proceeds based on that second bidder's highest bid, less any applicable commissions and fees payable to RB Group;
    2. Re-list the Equipment. You may elect to relist the Equipment in a subsequent online listing within 30 days of the Buyer default without incurring an additional Listing Fee. In such case, these Terms continue to apply; or
    3. Withdraw the Equipment. You may elect, without penalty, to withdraw the Equipment from listing on the Marketplace.
  7. Legal Disputes
    1. DISCLAIMER; LIMITATION OF LIABILITY. TO THE FULLEST EXTENT PERMITTED BY LAW, THE MARKETPLACE 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. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL RB GROUP BE LIABLE FOR ANY SPECIAL, INDIRECT, PUNITIVE, COVER, INCIDENTAL OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY, INCLUDING LOSS OF REVENUE, PROFITS, OR BUSINESS, ANY LOSS OF GOODWILL OR REPUTATION, OR THE COSTS OF SUBSTITUTE GOODS OR SERVICES, EVEN IF RB GROUP OR AN AUTHORIZED REPRESENTATIVE THEREOF HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
    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.
  8. Jurisdiction Specific Clauses. The following jurisdiction-specific additional terms and conditions will apply for Sellers listing assets on the Marketplace(s) in the country noted:

    North America
    Canada
    1. The Seller represents and warrants that the Seller it is not and will not be at the date of the creation of a Binding Obligation a non-resident of Canada within the meaning and intent of Section 116 of the Income Tax Act (Canada).
    Mexico
    1. In its character as commission agent, RB Group may receive from you, as well as from potential buyers, any amounts in deposit to guarantee participation on the Marketplace, as well as any other amounts that derive, require or may be delivered to RB Group by you and potential buyers, without such amounts understood as income for RB Group. RB Group will receive such amounts and will apply them according to the Agreement or according to the specific instructions from you and potential Buyers.
    2. RB Group will issue to you, within 21 days after the creation of a Binding Obligation, a Factura in respect of the gross commission charged to you, plus applicable IVA.
    3. You represent and warrant that all items of the Equipment that had at any time entered into the Mexican Republic were duly imported in accordance with all applicable Mexican laws such that all Mexican taxes and duties with respect to the Equipment have been fully paid, and any items of Equipment to be exported from the Mexican Republic by the Buyer will not be subject to any tax or duties upon such exportation.
    4. In addition to delivering documents pursuant to Section B, Clause 2.1, the Seller will also deliver to RB Group copies of all original import documents regarding the importation into the Mexican Republic of any items of Equipment indicating their date and place of entry and the document number on the Pedimento.
    5. You will also grant RB Group a separate power of attorney that complies with Mexican law and authorizes RB Group to execute on your behalf all documents required to transfer title to, and permit registration or ownership of, any part of the Equipment by the Buyer, if requested by RB Group.
    6. You will issue to RB Group within 15 days after the creation of a Binding Obligation and prior to payment of net proceeds from the sale of the Equipment, one invoice for the remaining lots on which IVA has been collected, noting the following: (a) RB Group's name and address; (b) complete description of the items of Equipment, including serial numbers if applicable, and; (c) purchase prices of the Equipment on the Marketplace. You will ensure that the invoice meets all requirements and specifications set forth in applicable Mexican tax law, and to RB Group's satisfaction.
    7. In addition to any other indemnity provided herein, you shall defend, indemnify and save RB Group, its subsidiaries and affiliates, and each of their officers, directors, shareholders, employees and agents, harmless against any and all claims, demands, suits, actions, causes of action, damages, costs or charges whatsoever arising from your failure to comply with the applicable commercial and civil provisions of the laws of the Mexican Republic including, but not limited to, the purchase and sale of goods.
    Europe, Middle East and Asia
    All of Europe; United Arab Emirates
    1. For transactions concluded on the Marketplace through IronPlanet Limited, IronPlanet UK Limited, Ritchie Bros. Auctioneers (ME) Limited, all bids and offers must be net of any VAT imposed with respect to the sale or purchase transaction. Buyers are liable for all such taxes for all purchases. The amount of the successful bid for Equipment shall be exclusive of VAT, and the price payable by the successful Buyer shall be increased by the VAT chargeable to Buyer for such Equipment. In addition, all commissions, fees and other amounts payable to RB Group arising pursuant to this Agreement are calculated without regard to VAT, and the amount payable by Buyer shall be increased by the relevant amount of VAT that may be chargeable. To list and advertise Equipment for sale on the Marketplace, even if you would otherwise be entitled to raise a VAT invoice addressed to Buyer for the purchase of Equipment, you agree not to raise such an invoice and instead to accept a VAT invoice raised promptly by RB Group on your behalf. The invoice will be issued to Buyer after you have reviewed and approved the invoice by means of an automated process. RB Group is acting as a payment processor only, and you are responsible for ensuring that the correct VAT rate is applied and any VAT that is due for the purchase of the Equipment is paid. You are required to enter your VAT registration number on becoming a registered user of the Marketplace, and you shall immediately notify RB Group if that number ceases to be valid for any reason. You shall indemnify RB Group and its affiliates, officers, directors, agents and employees against any tax, cost or expense relating to your and/or Buyer's failure to satisfy any VAT chargeable in relation to a Purchase Contract. For the purposes of these 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.
    Australasia
    Australia
    1. The Seller represents and warrants that it is not and will not be at the date of the creation of a Binding Obligation a non-resident of Australia within the meaning and intent of the Income Tax Assessment Act.
    2. All amounts quoted in this Agreement are exclusive of Goods and Services Tax.
    3. A document administration fee of $25 will be charged for each item of Equipment requiring title or registration documents.

D. GENERAL FEES FOR EQUIPMENT

TERM DESCRIPTION
Lien Search Fee 65.00
Title Transfer Fee Document Administration Fee for Schedule B Equipment 65.00, except in Australia
Title Transfer Fee Document Administration Fee for Schedule A Equipment See Jurisdiction specific clauses set out in Section B, Clause 4.
Removal Charge for Schedule B Equipment Listing Fee plus 25% of the greatest of (a) the estimated market value as determined by RB Group; (b) the opening bid or buy now price (as set by RB Group); (c) the Asking Price; or (d) the highest bid submitted on the Equipment to the Marketplace. Except, in the event that the Asking Price was met, the commission fee of the final selling price as if the Equipment were sold shall be due.
Re-inspection Fee for Schedule B Equipment

295.00.
RB Group reserves the right to determine the exact amount of the Re-Inspection Fee for any Equipment requiring re-inspection in its sole discretion on a case-by-case basis.

Buyback Charge 25% of the Equipment's closing price for any involved transaction(s).
Post-Closing Delay Charge for Schedule B Equipment Charges include, but are not limited to, transportation cancellation or re-scheduling fees, transportation delay fees, hourly or daily average rental cost of equivalent replacement equipment for the Buyer, including loading, unloading and transportation costs. RB Group may assess the Post-Closing Delay Charge at its discretion.
Seller Default Charge 25% of the winning closing price, plus the Listing Fee and any costs incurred by Buyer and validated by RB Group.
Logistics Fee-Repair Estimate 75.00 - flat fee
Transport Fee Transport Cost + 10%
Refurbishment/Make-Ready Fee Cost + 10%
Duplicate Title Service 200.00 + gov. fees
Manufacturer's Statement of Origin (MSO) & Titling Document Service (applicable in the USA only) 200.00 + gov. & man. feesq
VIN Tag / Manufacturer's Label Service 100.00 + man. fees
Title Transfer Service 200.00 + gov. fees
Corrected Title Service 200.00 + gov. fees