1.1 You will be deemed to have accepted these Terms and Conditions EITHER (a) when you click “I haveread these Terms and Conditions” and when you click “I accept” when you register to become a member (a “Member”) via the website atwww.emilauto.com, OR (b) when you sign a hard copy of these Terms and Conditions when you register to become a Member.
1.2 The Website permitting you to bid on Lots and/or the physical services we provide to facilitate your bidding on Lots collectively provide the services (the “Services”) which we offer to both our sellers who own the vehicles we sell (the “Seller”) and our registered Members who buy the vehicles we sell.
1.3 Acceptance of these Terms and Conditions by you is an absolute pre-condition of you using our Website and Services. If you do not accept these Terms and Conditions, you will not be permitted to use our Website or Services.
1.4 A “Lot” is a motor vehicle (which shall include without limitation cars, motorcycles, caravans, commercial vehicles, plant and machinery) that is stored within any of the facilities that GLOBAL SHIPPING uses to offer vehicles for sale at auction.
1.5 You acknowledge that our business is that of selling used, recovered, accident-damaged and/or insurance write-off vehicles. YOU EXPRESSLY ACKNOWLEDGE THAT IT IS FAIR AND REASONABLE IN ALL THE CIRCUMSTANCES FOR US TO EXCLUDE, RESTRICT OR LIMIT (AS THE CASE MAY BE) OUR OBLIGATIONS AND LIABILITY TO YOU IN RESPECT OF THE LOTS WE OFFER FOR SALE ON BEHALF OF SELLERS.
1.6 These Terms and Conditions govern (a) your use of our Website and Services and form a binding contract between you and us regarding your use of our Website and Services, and (b) from time to time your purchase of a Lot, which forms a binding contract between you and the Seller of a Lot (who may on occasions be us).
1.7 These Terms and Conditions set out and explain our and a Seller’s responsibilities to you and your responsibilities to us and the Seller. They also include important provisions that restrict and/or limit our liabilityand the liability of Sellers to you: this is because the Lots we offer for sale at auction are used, damaged, recovered and/or insurance write-offs.
1.8 Once you become a registered Member with us, you agree to be bound by these Terms and Conditions. We reserve the right to amend these Terms and Conditions at any time without prior notice to you: if we do so, we shall display a notice to this effect on the Website. Your continued use of the Website and/or the Services after any amendment of these Terms and Conditions shall be deemed to be your expressacceptance or acceptance by conduct, of any such amendment.
2. OUR WEBSITE, YOUR INFORMATION AND ACCOUNT SECURITY
2.1 Our Website provides the functionality and one of the methods through which you place bids on Lots. We will provide you with reasonable help you may reasonably require to access the Website but we cannot accept responsibility if you are unable to do so for any reason. We do not guarantee you access to the Website at any time. We do not guarantee that while you are accessing the Website your access will be uninterrupted, without delay or interference, secure and/or error free, or operate as set out and anticipated in these Terms and Conditions. Accordingly we reserve the right at any time to suspend or discontinue the Website and/or Services for any reason without incurring any liability or obligation to you.
2.2 As long as you comply with these Terms and Conditions and the other documents incorporated by reference, we will provide you with such access to the Website and Services as we are able to deliver on the basis set out in these Terms and Conditions. However, we reserve the right in our discretion to terminate or suspend your registration and/or access to the Website or Services without giving any reason.
2.4 You agree that you will act lawfully, diligently and honestly at all times when you access and use the Website or Services and will comply with all laws and regulations applicable to your use of the Website or Services. You promise that all the details you supply on registration or at any time thereafter are and will remain true and accurate.
2.5 You agree that you will not interfere with, jeopardise, disrupt or harm the Website or Services and thatyou will not intercept, expropriate, re-use, steal or re-utilise any system, data, photographs or information comprised in or provided to you via the Website or Services.
2.6 You promise to keep your username and password secret. You agree that you are and shall be solelyliable for actions taken using your username and password to access the Website or Services, whether takenby you or third parties and/or with or without your consent or knowledge.
2.7 If you believe the confidentiality of your username and/or password has been compromised, you musttell us immediately. We will use our reasonable endeavours to provide you with an alternative username and/or password, although we reserve our absolute discretion to restrict or terminate your use of the Website and Services as set out in these Terms and Conditions.
3. INTELLECTUAL PROPERTY RIGHTS
3.1 You acknowledge and agree that we and/or our licensors own all the intellectual property rights in andrelating to our Website and Services and their content. Your use of the Website or Services and their content grants you no rights in relation to our or our licensors’ intellectual property rights.
3.2 Other than for your own personal use and solely in connection with your use of our Website or Services, you may not copy, reproduce, download, publish, re-publish, post, broadcast, record, print, commercially exploit, transmit, edit, communicate to the public or distribute in any other way our Website, Services, or their content, or the computer codes of elements which comprise our Website and Services.
3.3 Other than as set out in this clause 3 you are not permitted to use any of our intellectual property rights without our (and our licensors’) prior written consent.
4. MEMBERSHIP AND REGISTRATION
4.1 Membership as a registered Member with us is open to all individuals aged 18 years or over and of suitable capacity to enter into legal contracts who act in the capacity of a trader and not as a consumer. We reserve the right to deny membership to, and/or exclude from our premises or Website, any individual in our absolute discretion. We reserve the right to suspend, revoke or amend your membership in our absolute discretion.
4.2 If you wish to become a registered Member you must (a) complete our registration form and (b) lodge with us a security deposit.
5. RELEASE OF LIABILITY AND INDEMNITY
5.1 So far as permitted by law you and your guests irrevocably and unconditionally waive and release your/their rights (if any) to recover from us, our directors, officers, employees, representatives, agents, subsidiaries, partners, affiliates or suppliers, any and all damages, losses, liabilities, costs, expenses or claims (whether direct or indirect, known or unknown, foreseen or unforeseen) that may arise from or be related to property damage or any other event which occurs on or at any of our premises or the Website.
5.2 So far as permitted by law you agree to indemnify and keep indemnified, defend and hold us harmless from any and all damages, losses, liabilities, costs, expenses (including legal fees, disbursements, and any applicable taxes) or claims (whether direct or indirect, known or unknown, foreseen or unforeseen) made by you or your guests arising from or related to property damage or any other event that occurs on or at any of our premises or the Website.
5.3 So far as permitted by law you agree to indemnify and keep indemnified, defend and hold us harmless in respect of any liability to taxation, duty, charge or levy in the nature of taxation (including all penalties, charges, costs and interest relating to any of them), past, present or future, wherever imposed, thatwe suffer as a direct or indirect consequence of your use of the Website and/or Services.
5.4 To the fullest extent permitted by law, under no circumstances (including negligence) will we be liable for any special, incidental or consequential damages or loss of profits that result from or are related to the sale, distribution, use of or inability to use any Lot even if we had been previously or subsequently advised of the possibility of such damages or losses. As a Member, you agree that the provisions of this clause 5 are fairand reasonable in all the circumstances.
5.5 We do not guarantee or warrant in any way that any Lot we sell and you purchase can be legally registered in any jurisdiction and you accept all risks associated with any variations in title or registration laws(if any) between jurisdictions that may adversely impact upon the marketability or roadworthiness of Lots you purchase.
5.6 We are not responsible or liable for any losses you sustain arising out of or in connection with any defects, errors or omissions in any paperwork issued by any government department, executive agency or other authority of competent jurisdiction.
5.7 It is your sole responsibility to comply with all import and/or export procedures, inspections, fees, proof of emissions or any other requirements that may apply to your purchase.
6. BIDDING OVERVIEW
6.1 “Virtual Bidding” – you may log on to our Website during a Virtual Sale to submit bids electronically (a “Virtual Bid”) in real time over the Internet to compete with other Virtual Bids.
6.2 Once you have submitted a bid, it cannot be retracted, deleted or cancelled under any circumstances.
7 SALES, POLICIES AND PROCEDURES
7.1 Except for those Lots offered through our “Buy It Now” programs, Lots may be in one of three categories: condition subsequent sales (“On Approval Sales”), subject to a reserve price (“Minimum Sales”) and sales not in the above two categories (“Pure Sales”).
7.2 Unless we are the owner of a Lot, our status and role is that of agent for the Seller of the relevant Lot.In such circumstances we provide you with the opportunity to participate in a sale conducted under these Terms and Conditions.
7.3 A bid you place will be binding if we accept it by a notice displayed on the Website. The moment you are so notified that your bid has been successful, a Contract of Sale will be concluded in respect of the Lot that was the subject matter of your bid in relation to Pure Sales. A Contract of Sale will only be concluded in relation to Minimum Sales if the reserve price has been met or exceeded. A Contract of Sale will be concluded in relation to On Approval Sales if and when the Seller accepts your bid. In each case, the Contract of Sale will be between you as the winning bidder and the Seller (who may on occasions be us). Unless we are the owner of the Lot sold, we are not party to any Contract of Sale. These Terms and Conditions, however, govern the Contract of Sale.
7.4 We shall act as sole arbiters in all disputes and matters arising out of or in connection with any pre-sale, auction or post-sale matters, including (without limitation) bidding for, withdrawing or altering the sale order of any Lot, refusing bids from you, or the cancellation of any Contract of Sale made at or during any sale and our decision (for which no reason may be given) shall be final.
7.5 Without giving any reason and in our absolute discretion we may refuse to accept any bid or regulate the bidding as we see fit. We may remove, restrict or withdraw any Lot being offered for sale at any time before any Contract of Sale is concluded.
7.6 In addition, we may cancel any concluded Contract of Sale in our absolute discretion. If we cancel any concluded Contract of Sale, neither you nor the Seller shall be entitled to rely upon any Contract of Sale for any purpose, though you shall be entitled to the return of any deposit or part of the purchase price you have already paid.
7.7 You agree to indemnify, keep us indemnified, defend and hold us harmless from any and all liability arising out of our decisions made in connection with resolving disputes, withdrawing Lots from sale, refusing to accept bids and/or cancelling concluded Contracts of Sale.
7.8 We reserve the right not to release any Lot prior to, during or after any sale for whatever reason in ourabsolute discretion.
7.9You will not receive such right and title as we or the Seller has/have to or over any Lot on which you have successfully bid and entered into a concluded Contract of Sale unless and until we receive cleared funds from you in full payment of all sums, fees and other monies due from you in respect of that Lot. You willstill, however, be legally committed to purchase that Lot and we and/or our Seller will not be obliged to transfer such right and title as we or they have to you until full payment has been made, subject to our right tocancel a concluded Contract of Sale and these Terms and Conditions generally.
7.10 You assume full responsibility for, and all risk passes to you in respect of, any Lot you have purchased from us/a Seller from the time the Contract of Sale is concluded between you and us/the Seller (asthe case may be). You agree to indemnify, keep us indemnified, defend and hold us harmless against all losses, damages or other harm arising out of or in connection with any damage (howsoever caused) to any Lot you have agreed to purchase.
8.1 ALL LOTS WE OFFER FOR SALE ARE SOLD “AS IS WHERE IS”. “AS IS WHERE IS” SALES ARE SALES WITHOUT ANY EXPRESS OR IMPLIED WARRANTY (INCLUDING WITHOUT LIMITATION ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OR OF SATISFACTORY QUALITY).Weexpressly disclaim the accuracy or completeness of any and/or all information provided to you regarding Lots whether provided in written, verbal or digital image form (“Lot Information”). Lot Information is provided for convenience only. You agree that you will not rely on Lot Information in deciding whether or how much to bid on any Lot. Lot Information includes in case of available: year, make, model, condition, damage amount, damage type, roadworthiness, drivability, accessories, mileage, odometer readings, vehicle identification numbers, title, repairs needed, repair cost, repair history, title history, service history and total loss history. We expressly disclaim any and all representations (whether written or verbal), warranties and guarantees regarding the Lots we offer for sale. We do not guarantee that keys are available for any vehicles sold through us, regardless of whether or not keys are present in online images or are present in the vehicle during any pre-purchase inspection. The Lots we offer for sale may be missing components or parts. We do not guarantee that vehicles meet or can be modified to meet local emission or safety requirements. In the case of electric or hybrid electric vehicles we make no representation nor offer any warranty that the batteriesare included (or the right to use the batteries) within the sale. You may not acquire ownership or the right to use relevant battery packs and you should satisfy yourself of this prior to bidding.IT IS YOUR SOLE RESPONSIBILITY TO ASCERTAIN, CONFIRM, RESEARCH, INSPECT AND/OR INVESTIGATE TO YOUR SATISFACTION THE LOTS WE OFFER FOR SALE AND ANY AND ALL LOT INFORMATION PRIOR TO DECIDING WHETHER AND HOW MUCH YOU WISH TO BID ON ANY LOT.
8.2 YOU AGREE THAT ALL LOTS ARE SOLD “AS IS, WHERE IS” AND ARE NOT REPRESENTED TO BE IN A ROADWORTHY CONDITION, MECHANICALLY SOUND OR MAINTAINED AT ANY LEVEL OF QUALITY WHATSOEVER. THE LOTS MAY NOT BE FIT FOR PURPOSE AS A MEANS OF TRANSPORTATION OR FOR ANY OTHER PURPOSE AND MAY REQUIRE SUBSTANTIAL REPAIRS ATYOUR EXPENSE. THE LOTS MAY NOT BE OF SATISFACTORY QUALITY, TAKING INTO ACCOUNT ALL CONSIDERATIONS, INCLUDING WITHOUT LIMITATION THE PRICE YOU PAY FOR ANY LOT WE OFFER FOR SALE.You acknowledge and agree that we have excluded our liability in respect of termsthat would otherwise have been implied into the Contract of Sale to the fullest extent permitted by law, including without limitation any terms relating to Lots complying with their description and/or being fit for a particular purpose.
8.3 GIVEN THE NATURE OF OUR BUSINESS, THE NATURE OF THE LOTS WE OFFER FOR SALE, YOU ACKNOWLEDGE AND AGREE THAT IT IS FAIR AND REASONABLE IN ALL THE CIRCUMSTANCES FOR US TO RELY UPON THE RESTRICTIONS, LIMITATIONS AND EXCLUSIONS OF OUR LIABILITY SET OUT IN CLAUSES 7 and 8. YOU ACKNOWLEDGE AND AGREE THAT YOUR USE OF OUR WEBSITE AND SERVICES AND YOUR BIDDING FOR AND/OR PURCHASE OF LOTS IS EXPRESSLY ON THE BASIS THAT THESE TERMS AND CONDITIONS HAVE BEEN READ AND UNDERSTOOD BY YOU, AND THAT YOU ACCEPT IN THE CIRCUMSTANCES THEY ARE FAIR AND REASONABLE.
9. HAZARDOUS WASTE
9.1 If you purchase Lots that may be considered “hazardous waste” it is your sole responsibility to ensure that you are aware of and fully compliant with any legislative requirements that may affect your purchase and/or transportation of such vehicles, whether within the country where the vehicle is located or abroad (if you intend to export such Lots). It is your sole responsibility to ensure that the receiving country (and any intermediate country through which you transport such a Lot) will allow the entry of hazardous waste, and thatyou comply in full with all local laws of the receiving (and each intermediate) country.
9.2 You promise that you (or any agent you appoint or third party you instruct to collect hazardous waste from our premises on your behalf) possess any necessary licences to carry out such activities.
10. FEES, PAYMENTS AND DELIVERIES
10.1 The buyer’s storage, loading, late payment, delivery or other fees (“Fees”) are applicable and are subject to change without notice. You are solely responsible for ascertaining the Fees applicable and the Fees (if any) applicable to each purchase.
10.2 Unless expressly stated to the contrary by us in writing, upon the conclusion of a Contract of Sale you become liable to pay the purchase price for the Lot you have purchased and as stated in your bid (the “Price”) and any other Fees due in respect of that Lot.
10.3 We must receive the Price and all Fees due under a Contract of Sale in cleared funds (paid by such method as from time to time we have agreed to accept) within two business days of conclusion of that Contract of Sale (“Date of Sale”). As at the date of these Terms and Conditions you may pay by electronic bank transfer.
10.4 Where you have not made payment in accordance with clause 10.3 above, you agree that we may, inour absolute discretion, cancel the Contract of Sale and/or offer the relevant Lot for re-sale without notice to you. In such case, you agree to pay the relevant relist fee in force at the time.
10.5 Such right and title as we or the Seller has to each Lot you purchase will transfer to you absolutely when we receive the Price and all applicable Fees in cleared funds, subject always to our right to cancel any Contract of Sale and negate such title transfer in accordance with these Terms and Conditions.
10.6 You may collect each Lot you have purchased on or after the Date of Sale, though we will release it to you only when we have received full payment in cleared funds of all sums due in respect of that Lot. When you collect Lots from us, you agree to comply at all times with our safe working procedures and site rules in force from time to time and to hold us harmless for any loss or injury sustained as a result of your failure to do so.
10.7 You agree that if a vehicle you purchase is (a) in an unroadworthy condition, or (b) otherwise cannot be used lawfully on the road, or (c) does not have a valid insurance certificate or any other certificate requiredby law, then you shall not use that vehicle on the public highway and you shall not remove it (or cause it to beremoved) from our premises under its own power.
10.8 Our and/or the Seller’s liability in respect of each Lot you purchase ends upon the transfer to you of such right and title as we have (or the Seller has), and you are on risk for all risks from the moment of the concluded Contract of Sale for the purchase of each Lot.
11. MISCELLANEOUS PROVISIONS
11.1 You agree that you shall not contact the previous owner of a Lot, unless we have given you written confirmation that such previous owner is the Seller of such Lot and unless we have authorized you to contact such Seller.
11.2 You agree not to assign, transfer or novate your rights or obligations under these Terms and Conditions or in respect of any Lot you purchase. We may do so where we have a good reason.
11.3 We shall have no liability to you for any delay to performance (and the time for performance shall be and is extended accordingly) if that delay is due to circumstances beyond our reasonable control. If we grant you an indulgence on the performance of any obligation under these Terms and Conditions, such indulgence shall not constitute a waiver of any of our rights.
11.4 These Terms and Conditions contain the entire agreement between (a) you and us with regard to your use of our Website and Services and your purchase of any Lot pursuant to them, and (b) you and the Seller of any Lot you purchase through our Website or Services. No representation of our employees, officersor agents shall represent an addition or amendment to these Terms and Conditions unless the same has been set out in writing and signed by one of our directors.
11.5 No partnership, joint venture or relationship of employee/employer or franchisor/franchisee arises between you and us by reason of these Terms and Conditions.
11.6 In our discretion we may serve any notice on you by email, fax or mail. In the case of notices sent by email or fax, you will be deemed served at the time and date of successful transmission; in relation to notice by mail you will be deemed served five business days after posting.
11.7 No person other than you has any rights under these Terms and Conditions or may enforce any terms of these Terms and Conditions.
11.8 As part of the registration process you agree to receive such marketing and promotional materials via mail, sms, email and/or fax as we may deem appropriate to send you in connection with our Services.
11.9 We may at any time, without notice to you, set off any liability you owe us against any liability we owe you, whether any such liability is present or future, liquidated or unliquidated, under these Terms and Conditions or not, and irrespective of the currency of its denomination. If the liabilities to be set off are expressed in different currencies, we may convert either liability at a market rate of exchange for the purpose of set-off. If you have (or we reasonably believe you have or are connected with) more than one account with us, we may use a positive balance in one of your accounts in set-off against any negative balance on anotheraccount. Any exercise by us of our rights under this clause
11.9 shall be without prejudice to any other rights or remedies available to us under these Terms and Conditions or otherwise.
11.10 You must pay all amounts due under these Terms and Conditions in full without any deduction or withholding and you shall not be entitled to claim set-off or to counterclaim against us in relation to the payment of the whole or part of any such amount.
11.11 All of our Internet auctions are conducted in English.
12. “BUY IT NOW” SALES
12.1 We may offer some Lots for purchase outside our usual auction through your use of our “Buy It Now” facility. These Terms and Conditions shall apply to all Buy It Now sales, with the provisions of this clause 12 taking precedence over any conflicting provisions elsewhere in these Terms and Conditions.
12.2 When you place a Buy It Now order to purchase a Lot, that order represents your offer to purchase the relevant Lot at the advertised price. Your offer is only accepted if a Buy It Now price is higher than Online Auction bidding amount at that moment, then the Online Auction is stopped and you become Purchaser.
12.3 CONSUMER PROTECTION LAWS DO NOT APPLY TO BUY IT NOW PURCHASES AND ALL IMPLIED TERMS (STATUTORY OR OTHERWISE) AREEXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW. ALL BUY IT NOW SALES ARE FINAL – RETURNS ARE NOT ACCEPTED – AND ARE MADE ON AN “AS IS, WHERE IS” BASIS. IT IS YOUR SOLE RESPONSIBILITY TO MAKE ALL NECESSARY ENQUIRIES AND INSPECTIONS TO SATISFY YOURSELF AS TO A LOT’S STATUS, CONDITION AND HISTORY BEFORE MAKING A BUY IT NOW OFFER. THE PROVISIONS OF CLAUSE 8APPLY IN FULL TO BUY IT NOW PURCHASES.
12.4 All Buy It Now prices are exclusive of our Fees. Payment terms for Buy It Now purchases are the same as for auction purchases and are set out in clause 10.
12.5 We may at our discretion cancel your Buy It Now order, either before or after acceptance. If we cancel your Buy It Now order after you have made payment in respect of that order, we will refund the sums you have already paid.
13.1 GLOBAL SHIPPING LLC registered in the Georgia with company Tax ID 406213869. Ketevan Tsamebuli 50/18 1 floor, PO Box 0144, Tbilisi, Georgia.
13.2 EMIL MOTORS FZE, registered in the UAE with company license number 200147. Ras Al Khor, DUCAMZ Dubai Auto Zone, Showroom 07B, PO Box 294288, Dubai, United Arab Emirates.