| THIS AGREEMENT made this
_____ day of ____________, 2006
(hereinafter called the “Participant”)
IRON GLOBE AUCTIONS LTD, a body corporate
Iron Globe Auctions Ltd. has established a website currently located at www.ironglobe.ca
(hereinafter called the “Site”) offering Auction Services for machinery,
heavy equipment, earth moving equipment and other chattels and the Participant
wishes to make use of these Auction Services subject to the following terms
and conditions set forth in this Auction Participation Agreement.
1. Any party wishing to make use of these Auction Services including the Participant
must register with Iron Globe Auctions Ltd. following the procedure outlined
on the Site and agreeing to be bound by the terms and conditions in this Auction
Participation Agreement. Anyone who chooses not to accept the terms and conditions
of this Auction Participation Agreement may not make use of the Site or participate
in the Auction Services in their own name or through an agent.
2. Iron Globe Auctions Ltd. in the interest of continuing to improve the Auction
Services provided may in its sole discretion revise, change, supplement, add
or remove any portion, terms or conditions of this Auction Participation Agreement
from time to time and the only notice to the Participant shall be by posting
such changes on the Site. If a Participant continues to use the Site and Auction
Services after such changes in the Auction Participation Agreement are posted
then the Participant is deemed to have accepted the revised Auction Participation
Agreement to the same effect as if they had signed a new Agreement. If the Participant
is unsatisfied with the revisions to the Auction Participation Agreement then
the Participant’s only option is to discontinue using the Site and the
3. To become a Participant and be allowed to make use of and participate in
the Auction Services provided by Iron Globe Auctions Ltd. then an individual
or corporate entity legally able to enter into a contract must complete the
application form on the Site and submit the same to Iron Globe Auctions Ltd..
By doing so the applicant is authorizing Iron Globe Auctions Ltd. to conduct
whatever background investigation or credit check it deems is appropriate and
further to confirm and verify all information provided by the applicant on the
application form. If the application is approved the applicant will be notified
by Iron Globe Auctions Ltd. by email.
4. The Participant acknowledges and agrees that Iron Globe Auctions Ltd. is
providing a virtual venue for Participant sellers to offer equipment for sale
and for Participant buyers to bid on such equipment. The Participant acknowledges
that Iron Globe Auctions Ltd. is not a party to the transaction between buyers
and sellers. Further the Participant acknowledges that Iron Globe Auctions Ltd.
has no control over the actions of the buyers or sellers, does not provide a
dispute resolution mechanism or process, is not privy to any confidential information
regarding the Equipment offered for sale which is not posted to the Site, has
no title or possession to the equipment listed for sale on the Site unless specifically
disclosed otherwise and is not in any way an agent for either buyer or seller
regarding the collection of the appropriate sales or service taxes owed in any
5. The Participant is solely responsible for the control of its ID number and
personalized password and any use of the same for participating in an auction
shall expose the Participant to liability for fees and charges if applicable.
6. All sums of money whether it be bids, sale price, fees or charges are expressed
in Canadian currency.
7. The Participant acknowledges and agrees that any connecting or linking website
references on the “Site” are provided as a convenience only and
Iron Globe Auctions Ltd. doesn’t control or warrant the accuracy or reliability
of said information or service.
Bidding at Auction by Participant
8. Only a Participant who has signed this Agreement and has been approved may
bid at an auction provided by Iron Globe Auctions Ltd.
9. If the Participant is the highest bidder at the end of an auction having
met the applicable opening bid or reserved bid then the Participant is obliged
to complete the transaction with the seller unless the transaction is prohibited
by law or this Agreement. Nevertheless Iron Globe Auctions Ltd. reserves the
right to void or reject bids if it reasonably believes that there was an intention
or actions by the bidder to manipulate the auction process or if the sale transaction
is prohibited by law. Iron Globe Auctions Ltd. shall have the sole and final
decision as to which bid is the highest and winning bid.
10. The Participant agrees that if its bid is held by Iron Globe Auctions Ltd.
to be the winning bid at the end of the auction this will be deemed to be a
firm purchase order by the buyer to the seller.
11. Once a Participant has made a bid he , she or it may not retract the bid.
12. The Participant agrees to take part in the virtual auction process and
use the Auction Services in good faith and the Participant agrees neither directly
nor indirectly, intentionally or unintentionally, by itself or in concert with
other to engage in activity which has the effect or is intended to have the
effect of manipulating the price paid for equipment exposed for sale through
an auction conducted by Iron Globe Auctions Ltd.
13. All equipment and chattels purchased through the virtual auction operated
by Iron Globe Auctions Ltd. are subject to an acquisition fee on each unit or
lot sold to be paid by the buyer. The acquisition fee is calculated according
to the schedule found on the Site which may change from time to time and the
acquisition fee applicable to any transaction is the stated fees which appeared
on the Site at the time the auction closed.
14. All bids are net of any taxes imposed with respect to the purchase and
sale of equipment within the jurisdiction where the equipment is located. All
Participants including buyer Participants and seller Participants acknowledge
and agree that Iron Globe Auctions Ltd. is not an agent of any taxing authorities
for any taxing jurisdiction and does not collect or remit any tax to any taxing
authorities but as a courtesy will provide a service calculating the appropriate
sales tax on any transaction. On each and every transaction the bidder Participant
and the seller Participant indemnify Iron Globe Auctions Ltd. against any tax
cost expenses or liability in the event the buyer Participant fails to provide
funds or pay any sales or service tax related to a transaction or the seller
fails to remit any sales or service tax related to any transaction.
15. The Participant buyer shall deliver full payment for the equipment purchased
at the aforesaid auction within five (5) business days of the close of the auction
which full payment shall include the winning bid amount along with applicable
sales tax as advised by Iron Globe Auctions Ltd. and the acquisition fee plus
HST as calculated by Iron Globe Auctions Ltd., such payments to be direct deposited
to the auction bank account as designated by Iron Globe Auctions Ltd..
16. If after the aforementioned five (5) business day period the buyer fails
to make full payment in accordance with the above paragraph the buyer is considered
in default and shall be barred from further use of the Iron Globe Auctions Ltd.
Site and the equipment may be withdrawn from sale or put up for sale at a new
auction by the Participant seller.
17. The Participant buyer shall not take delivery of the auctioned equipment
until the above noted full payment has been received by Iron Globe Auctions
Ltd. Iron Globe Auctions Ltd. shall remit the full payment less the appropriate
acquisition fee plus HST and less any disposition fee plus HST to the seller
within five (5) business days of receipt of the full payment. Payments to the
Participant seller will be made by direct deposit or cheque. The Participant
seller shall not release any equipment to the Participant bidder until the Participant
seller has been notified by Iron Globe Auctions Ltd. of full payment having
18. The Participant buyer is solely responsible for all freight, shipping and
transporting costs of the auctioned equipment from its physical location at
the time of the auction to the location desired by the Participant buyer. The
cost of any insurance on the equipment during transport from the Participant
seller to the Participant buyer is at the sole expense and at the sole risk
of the Participant buyer.
19. The Participant buyer acknowledges that Iron Globe Auctions Ltd. has no
responsibility whatsoever for the physical condition, fitness for purpose, durability,
merchantability or legal title of the equipment acquired by the Participant
buyer from the Participant seller and any cause of action for misrepresentation
or deficiencies is a matter between the Participant buyer and the Participant
seller and does not involve Iron Globe Auctions Ltd..
Selling at Auction by Participant
20. If a Participant wishes to sell equipment through the Auction Services
provided by Iron Globe Auctions Ltd. then the Participant agrees to abide by
the terms and conditions of this Auction Participation Agreement as well as
the terms of the Auction Consignment Contract.
21. Iron Globe Auctions Ltd. reserves the absolute right to postpone, suspend
or cancel any auction for any reason in its own discretion without notice and
with no liability to Participant bidders or Participant sellers as a result
of any cancellation, postponement or termination of any auction.
22. The Participant seller shall only sell equipment through the Auction Services
provided by Iron Globe Auctions Ltd. if the equipment is physically located
within Canada at the time of the auction and will be available for pickup by
a buyer at a site location within Canada or the U.S.A.
23. The Participant seller will only offer equipment for sale through the above
noted Auction Services if the Participant seller is the legal owner of the equipment,
there are no legal impediments regarding the sale and there are no outstanding
liens, charges, mortgages or security interests registered against the equipment
at the time of the auction.
24. The Participant seller acknowledges and agrees that Iron Globe Auctions
Ltd. is not responsible to payout any lien, charge, mortgage or security interest
from the bid proceeds and that the Participant buyer has a right to assume that
any equipment offered for sale through the Auction Services of Iron Globe Auctions
Ltd. is free and clear of any lien, encumbrance, mortgage or security interest.
25. If a Participant seller is interested in selling a piece of equipment through
the above noted Auction Service a series of photographs of the equipment, the
make and model and manufactured year and a narrative as to its condition and
past use shall be provided to Iron Globe Auctions Ltd. by the Participant seller
through the Site. Iron Globe Auctions Ltd. then in its absolute discretion will
decide whether to allow the equipment to be sold through the Auction Services
and what will be the terms of the auction.
26. Iron Globe Auctions Ltd. offers as part of its Auction Services to prepare
an official Inspection Report on all equipment offered for sale through its
Auction Services. Any Participant seller wishing to sell equipment through the
above noted Auction Services will automatically be offered the opportunity to
have an Inspection Report prepared. If the Participant seller does not wish
this report he, she or it must specifically decline the offer. If the Participant
seller wishes to have an Inspection Report prepared Iron Globe Auctions Ltd.
will handle the logistics and the Participant seller will pay Iron Globe Auctions
Ltd. an amount as posted in the seller fees section of the site for production
of the said Inspection Report. The Inspection Reports shall be prepared by a
certified representative of an appropriate heavy equipment manufacturer or distributor
and shall follow the pro forma format found on the Site and consist of complete
photographic depiction of the equipment and a narrative dealing with the condition
and operation of the equipment and if circumstances warrant an analysis of fluids
composition from the equipment.
27. Participant buyers and Participant sellers acknowledge that Iron Globe
Auctions Ltd. has no liability or responsibility for the contents of the Inspection
Report and the only obligation on Iron Globe Auctions Ltd. is to have the Inspection
Report prepared prior to the auction of a particular piece of equipment if requested
and to disclose the complete contents of the Inspection Report on the Site.
28. If a Participant seller withdraws a piece of equipment from the above-noted
auction process prior to the close of the auction, the Participant Seller shall
pay Iron Globe Auctions Ltd. a withdrawal fee as posted in the seller fees section
of the Site.
29. If the equipment has been sold as a result of the above-noted auction services,
Iron Globe Auctions Ltd. will receive the bid proceeds and appropriate sales
tax from the Participant Buyer. Within five (5) business days of receipt of
the funds, Iron Globe Auctions Ltd. will direct deposit the bid proceeds and
appropriate sales tax less the Disposition fee to the Participant seller.
30. Upon the Participant seller receiving the net bid proceeds, the Seller
is solely responsible to remit the appropriate sales tax to the appropriate
31. If the Participant Seller has had Iron Globe Auctions Ltd. prepare an Inspection
Report of the equipment, then Participant Seller agrees not to use the equipment
or operate the equipment again unless the auction has been cancelled, or the
Participant Seller has withdrawn the equipment from the auction process.
32. Once the Participant Seller receives the net bid proceeds, the Participant
Seller shall not move, use or operate the equipment before the delivery of the
equipment to the Participant Buyer.
33. All equipment shall be and remain at the risk of the Participant Seller
until the equipment has been released by the Participant Seller to the Participant
Buyer, which will only be after the Participant Seller has been notified by
Iron Globe Auctions Ltd. that it has received the funds from the Participant
Buyer. The Participant Buyer and Participant Seller hereby acknowledge and agree
that Iron Globe Auctions Ltd. shall not be responsible at all for the condition
or safety of the equipment during the auction process.
34. The Participant Seller agrees to sign and tender conveyance or title documents
to the Participant Buyer at the time the equipment is picked up by the Participant
35. The Participant Seller agrees to pay Iron Globe Auctions Ltd. a Display
Fee at the time equipment is accepted by Iron Globe Auctions Ltd. for sale through
the auction process, which Display Fee is posted on the site, and this fee is
intended to cover the cost of offering the equipment for sale on the auction
site and carrying out a statutory personal property security act search or its
equivalent search in provinces other then Nova Scotia on the individual piece
of equipment in the jurisdiction where it is located at the time of the auction
to ensure that there are no outstanding leases, liens, charges and encumbrances
affecting the equipment. The Participant Seller is obliged to provide Iron Globe
Auctions Ltd. with a correct description of the equipment, including make, model
and serial number. Inspite of Iron Globe Auctions Ltd. carrying out the aforesaid
lien search, nevertheless the Participant Seller is solely responsible for providing
equipment for sale through the auction services which is free and clear of all
liens, charges and encumbrances.
36. The Participant Seller agrees to indemnify, defend and hold harmless Iron
Globe Auctions Ltd. and its officers, directors, staffs and agents from any
claim, demand, damage of any kind or nature, disclosed or undisclosed, arising
out of the sale of equipment through the auction process.
37. The Participant Buyer and the Participant Seller agree that the laws of
the Province of Nova Scotia and the Dominion of Canada shall govern this Agreement.
38. If any provision of this Agreement is held by a Court of competent jurisdiction
to be unenforceable, invalid, or void, then such provision shall be struck,
however, the remainder of the Agreement shall continue in full force and effect.
This Agreement comprises the entire Agreement between the parties and Iron Globe
Auctions Ltd. and supercedes all prior Agreements regarding the subject matter
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