Bidder registration

PREAMBLEA)WHEREAS the Auctioneer conducts online auction sales of vehicles and automotive equipment acting as an agent of their owners.B)WHEREAS the Bidder, as part of his business wishes to take part in online auction sales in view of eventually buying automotive equipment.C)WHEREAS the Auctioneer and the Bidder have agreed that the Bidder may participate in one of the Auctioneer’s online auction sales as per the conditions mentioned hereinafter.Accordingly, the Parties agree as follows:1.DEFINITIONSThe following words and expressions, wherever they appear in the Contract shall be understood, unless an implicit or explicit exemption appears in the text, according to the definitions hereunder:1.1Contractmeans the present Contract including its preamble and, if applicable, schedules which form an integral part thereof, as well as all written amendments that can be made from time to time by the Parties; 1.2Auctionmeans the ?online? auction sale of vehicles and automotive equipment conducted by the Auctioneer on his website commencing on ________ 20** and ending on ___20** in accordance with the terms and conditions of the Contract, as well as the online sale terms and conditions outlined in Schedule B;1.3Purchase Optionmeans the possibility for the Bidder and the other bidders registered at the Auction to buy, during a pre-auction period specified on the Website, and at an already fixed selling price, some Automotive Equipment to be put on the Auction sale;1.4Automotive Equipmentmeans the vehicles and/or automotive equipment that are put on sale at the Auction and, as the case may be, the Purchase Option attached thereto;1.5Sitemeans the location at 35 Chemin Nobel, saint-Mathieu-de-Beloeil (Québec);1.6Websitemeans either the encangiq.com and/or giqauction.com websites;1.7Bidrefers to a bid in an amount higher than the auction starting price or higher than the previous bids placed during the Auction;1.8False Biddingmeans a Bid made by a person who is unable to pay it in full;1.9Opening Bidmeans the selling price announced on the Website at which amount the bidding on the Automotive Equipment may start;1.10Reserve Pricemeans the minimum confidential price fixed by the Owner of the Automotive Equipment below which the Automotive Equipment cannot be bought during the Auction;1.11Auction Invoicemeans the list of Automotive Equipment items acquired by a buyer, and on which the auction price and expenses are specified; this Auction Invoice serves as a proof of purchase once the ownership of the Automotive Equipment has been transferred;1.12Taxesmeans the 5 % Goods and Services Tax (GST) and the 9,975 % Québec sales tax (QST);2.PURPOSE OF THE CONTRACT2.1The Auctioneer shall grant the Bidder the right to use the bidder number appearing at the bottom of the Contract (hereinafter the "Number") in view of his participation in the Auction and of exercising the Purchase Option when an Automotive Equipment is registered thereto, according to the terms and conditions of the Contract(equal bids will be attributed by the auctioneer); the Bidder shall be at all times liable to the use and control of the Number and bound by any Auction or Purchase Option acquisition made using the Number;2.2The Auctioneer may revoke the Bidder’s right to use the Number at any time and without notice, if he finds or suspects that the Bidder violates or intends to contravene the terms of the Contract;3.ADMINISTRATIVE CHARGES AND TERMS OF PAYMENT OF THE ACQUIRED AUTOMOTIVE EQUIPMENT3.1For any sale of the Automotive Equipment made in the Auction or through the Purchase Option, the Bidder shall pay the Auctioneer, for each lot of Equipment acquired, administrative charges of: a) 10% of the purchase price of the lot, applied to the portion of this purchase price that is less than or equal to $5,000 before taxes; and
b) 3.5% of the purchase price of the lot, applied to the portion of this purchase price that is greater than $5,000 before taxes; and
c)65$ for all titled vehicles.3.2Any Equipment lot acquired by the Bidder, during the Auction or through the Purchase Option, for less than $10,000 before Taxes, must be paid by the Bidder on the same day the acquisition was made.For any Equipment lot acquired by the Bidder for $10,000 or more before Taxes, the Bidder will have to pay at least 25% of the total amount due on the same day of the acquisition and the remaining amount shall be payable within the following seven (7) days. Failing to meet these deadlines, the Auctioneer may consider, without having to notify the Bidder, that the Bid placed by the Bidder which permitted him to acquire the Equipment lots during the Auction has never taken place and/or that he has never exercised the Purchase Option and that, in either of these situations, the sale is automatically cancelled.3.3The Bidder may pay the amounts owed in cash, by debit card, bank transfer, certified cheque, bank draft or regular cheque with an irrevocable bank guarantee considered acceptable by the Auctioneer, or by credit card. A 3% fee will be applied on any amount paid by credit card since it is processed by a third party enterprise;3.4Any amount of money owed by the Bidder to the Auctioneer shall bear interest at the annual rate of fifteen percent (15%) after the expiry of a period of thirty (30) days from the date such amount is due3.5The Parties agree to a retention of the title to the effect that the transfer of property of the Equipment lots acquired during the Auction or through a Purchase Option shall only take place once the Bidder has remitted to the Auctioneer the entire amount of the purchase price as well as the administrative costs, the Taxes and any other amount that may be payable under the Contract; 4.TERM OF THE PURCHASE OPTION4.1The Bidder may use his Number to acquire, in advance and for a specified price, the Automotive Equipment to be put on sale at the Auction if its owner has chosen to offer the Automotive Equipment or part thereof to the bidders in this way. It is understood that the rules concerning the Number and other Auction obligations under the Contract are applicable to the Purchase Option.5.TERMS OF THE AUCTION5.1The Auction is carried out on the Website, according to the Auctioneers’ methods and know-how, offering the Automotive Equipment in lots or groups of lots. It is understood that the Auctioneer may at all times, including during the Auction, without notice to the Bidder and without being in any way liable to the latter, and without resulting in the termination of the Contract or in the reduction of the obligations that are subscribed by the Parties:a) modify the conditions of sale of the Automotive Equipment, particularly as to the choice of the Site, the dates and times of the Auction and/or of the Purchase Option, the offers to sale, the minimum bid increments, the grouping and/or division of the lots, as well as the order of their presentation;b)remove the Automotive Equipment or part thereof from the Auction and/or the Purchase Option;c) refuse any Bid, in particular when he judges that the Bid is negligible compared to the previous Bid or when the Bidder violates or has contravened the Contract;5.2The Bidder that offers, within the Auction sale period intended for the lots, the highest Bid accepted by the Auctioneer will be considered as being the acquirer of the lot, subject to payments to be made pursuant to Subsections 3.1 and 3.2 of the Contract. It is understood that no Bidder can remove his Bid once it has been placed.5.3The Bidder undertakes not to use any other Number than the one he was given under the Contract and he may, under no circumstances, personally or otherwise, place a Bid on an Automotive Equipment or part thereof of which he is the owner or co-owner, nor on any other Automotive Equipment, the owner of which he is directly or indirectly associated to as an agent, partner or otherwise.5.4The offer for sale of an Equipment lot, that may be subject to a Reserve Price, shall be done at the Auctioneer’s discretion with or without an Opening Bid and following the increment amounts he solely determines.5.5Auctions are possible until expiry of the period set for the sale of an Automotive Equipment lot, concerning which it is understood that: a)any Bid received during the last minute of the period set for the sale of a lot will extend this period by one additional minute, which may be extended one or more times if other Bids continue to be received; b)If, at the end of the period set for bidding on a given lot, the Bidder’s Bid has not reached that lot’s Reserve Price, a ?Pending? notice will be displayed for a period of one minute, in order for the owner of such lot to have time to accept or refuse the Bid. If the owner has not accepted the Bid for this lot, this Bid will be refused and the sale of the lot shall not be concluded.6.OBLIGATION AND DECLERATIONS OF THE BIDDER6.1The Bidder shall, at his own expense, during the Auctioneer’s business hours and as directed or as may be specified by his agents or employees, remove from the Site the Automotive Equipment acquired no later than seven (7) days after the date of transfer of ownership of such Automotive Equipment, concerning which it is agreed that:a)after that period, the Bidder shall have to pay to the Auctioneer the sum of $20 per day for each of the Automotive Equipment lots that have not been removed; andb)the Bidder is liable to, and undertakes to indemnify for, any damage he may have caused when removing the Automotive Equipment.6.2The Bidder must, no later than the date of transfer of ownership of the Automotive Equipment acquired under the Contract, carry insurance on this Automotive Equipment for its full insurable value, particularly against theft and against any damage that it may cause or that may be caused to it. The total or partial loss of the Automotive Equipment, as well as the damages that may be caused to it, do not have the effect of terminating or limiting in any way the Bidder’s obligations under the Contract toward the Auctioneer, who is entitled to require proof of such insurance and to consider that there is no such insurance if it does not adequately cover an Automotive Equipment requiring dismantling, assembly or hot cutting;6.3The Bidder also agrees to repair at his own expense any Automotive Equipment lot that was acquired during the Auction or through the Purchase Option so that it be in a safe operating condition and meet particular standards and requirements of the applicable law and regulations, as well as the requirements of the relevant authorities, including those relating to the use to which the lot may be destined;6.4The Bidder declares:a)that he is acting as a merchant and/or contractor and accepts that the information provided in the Contract shall remain confidential in accordance with the Website privacy statement;b)that he accepts that the Auctioneer carry out a credit check on him;c)that he is aware that some Automotive Equipment originating from outside the province of Québec may be subject to inspections before they can be registered;d)that he agrees that the Automotive Equipment may be inspected before the Auction or the Purchase Option period and that he is under the responsibility to conduct his own inspections.e)that there are no warranties, expressed or implied, of any kind whatsoever with respect to the Automotive Equipment, and that he will satisfy himself that the equipment meets the applicable standards concerning safety, pollution and/or hazardous materials and any other applicable standard required by the relevant authorities or the applicable laws and regulations;f)that he understands that all Automotive Equipment sales are final and that he specifically shall not request their cancellation if he has acquired the Automotive Equipment while under a penalty prescribed by law no. 6 of the SAAQ; g)that he undertakes to only use his Number and to comply with the obligations set out in Subsection 5.3, as well as all other conditions and requirements of the Contract;h)that he allows the Auctioneer a chattel mortgage on the entire Equipment to secure payment of all sums that he owes to the Auctioneer under the Contract;i)that he releases the Auctioneer from any liability and agrees to indemnify the Auctioneer in respect of any suit, claim, cost or expense arising out of the Contract, including a breach of obligations by the Bidder under the Contract and/or the inaccuracy or falsity of his statements;j)that the Site is a location that can be dangerous and agrees to notify of such danger any person to which he is connected, since flammable, harmful, corrosive and pressurized substances may be present, heavy machinery is used and electrical circuits may be powered; the Bidder renounces any claim against the Auctioneer, its officers, employees, agents and/or principals for injuries sustained on the Site or for damages or loss of property that may occur, regardless of the cause.;7.OBLIGATIONS AND DECLARATIONS OF THE AUCTIONEER7.1The Auctioneer undertakes, as notified to the Bidder or as set out on the Website, to provide access to the Automotive Equipment during its public exhibition and/or demonstration;7.2Within seven (7) days after payment by the Bidder of all amounts due under Section 3 of the Contract and any other amounts due under the Contract, the Auctioneer shall provide the Bidder with the Auction Invoice;8.DECLARATION BY THE PARTIES8.1The Parties agree that in no event shall the Auctioneer, on his own or through any other person and/or by any means including by printed statement or Website posting, make a statement to the Bidder on the Automotive Equipment, nor grant any warranty that the Automotive Equipment lots are intended for a particular purpose, are of merchantable quality or may be eligible to financing, have a specific manufacture date, model or brand or are in a particular condition, nor that they meet the standards and requirements of the relevant authorities and of the applicable laws and regulations;8.2 The Parties agree that, pursuant to sections 1592 and 1593 of the Civil Code of Québec, the Auctioneer may exercise a right of retention on the Automotive Equipment lots purchased by the Bidder at the Auction or through the Purchase Option, to protect all of his rights under the Contract and ensure the fulfilment of all the obligations to which the Bidder has subscribed;8.3 The Auctioneer is not required to provide a service under the Contract so long as the Bidder has failed to perform any of the obligations to which he has subscribed, regardless of their nature or magnitude;8.4The Parties expressly agree that the Automotive Equipment is acquired without warranty of any kind, that it is sold "as is", without the legal warranty provided for in Section 1726 of the Civil Code of Québec. In any case, the Auctioneer shall not be held liable for defects or faults or malfunction of the Automotive Equipment;8.5If, for any reason whatsoever, except in the case of a default by the Bidder, the Auctioneer is unable to make the acquired Automotive Equipment available to the Bidder or provide it with a clear title, the only responsibility of the Auctioneer, if any, shall be to reimburse the sums paid by the Bidder for that Automotive Equipment;8.6Once the Contract is signed, the Bidder shall under no circumstances, without the prior written approval of the Auctioneer, sell, assign or otherwise transfer the rights of the Contract in any way whatsoever;9.TERMINATION OF THE CONTRACT9.1The Auctioneer may terminate the Contract upon simple notice to the Bidder, without indemnity or compensation, and without prejudice to other remedies, in the event that:a)the Bidder fails to comply with any of the obligations under the Contract and has not remedied such failure following reception of the Auctioneer’s notice to that effect;b)the Bidder has made or makes false statements and/or representations and/or placed a false bidding;c)the Bidder becomes insolvent or bankrupt or makes an assignment in bankruptcy;Upon termination by the Auctioneer for any of the above causes, the Auctioneer may consider the sale of the Automotive Equipment resolved by right and the Bidder shall pay as a penalty and in addition to the other amounts payable under the Contract, such as administrative costs, the largest amount of the sum of $500 or 25% of the amount of the Automotive Equipment remaining unpaid by the Bidder;10.VARIOUS STIPULATIONS10.1The Parties declare that the Contract was freely negotiated, that it constitutes the complete and entire agreement between them and that it can only be amended by a written instrument signed by them; 10.2All monetary amounts under the Contract refer to Canadian currency;10.3If any disposition of the Contract contravenes any law, it must be interpreted so as to comply with the law or, failing that, in the manner most likely to meet the intent or the Parties; 10.4Any notice required by the Contract is sufficient if it is put in writing and sent through a mode of communication permitting the sender to prove that the notice was actually delivered;10.5Neither Party hereto shall be considered in default of the performance of their obligations under the Contract, if such performance is delayed, prevented or hindered due to force majeure; Force majeure is any reason beyond the control of the Parties they could not reasonably have foreseen and against which they could not protect themselves. For purposes of clarification, the Parties expressly agree that a that a computer bug or a malfunctioning of the www.encangiq.com Website constitute a case of force majeure;10.6All times periods specified in the Contract are compulsory and, for computation thereof, the rules of the Code of Civil Procedure of Québec shall apply;10.7The Parties agree that the interpretation, implementation, enforcement, validity and effects of the Contract are subject to the applicable laws in the province of Québec, and they agree that in case of any claim or lawsuit for any reason whatsoever, they choose the judicial district of Montréal, province of Québec, as the place for hearing such claim or lawsuit, to the exclusion of any other judicial district that may have jurisdiction over such dispute as prescribed by law;10.8The Parties recognize that they are acting as independent contractors and that the Contract does not have the effect of creating a partnership or relationship between them;10.9Les Parties conviennent que ce Contrat soit rédigé en français. The Parties agree that this Agreement be drafted in French Language;10.10The Contract shall come into force once it has been duly signed by the Parties.