Terms and Conditions of the Auction Service on Autopoint Website

The Auction service provided by Autopoint is a site where approved users may advertise vehicles they wish to sell, and where prospective purchasers may view the vehicles and express an interest in negotiating with the vendor for their purchase. The Site acts a venue to enable vendors and purchasers sell and buy motor vehicles by the use of an “auction style format”. Since Autopoint is not an “auctioneer” it will not be involved in contractual agreements between vendors and purchasers. Therefore, Autopoint cannot ensure that a Vendor and a Purchaser will complete a transaction.

Where a highest offer is received for an item advertised on the site, the approved user is notified by Autopoint of such highest offer and the proposed purchaser is also so notified. No binding contract comes into existence at this point. All references to “Sale”, “Vendor”, “Auction”, “Bid”, “Highest Offer”, “Best Offer”, “Offer”, “Prospective Purchaser”, Purchase Price” and “Reserve Price” and all other such words shall be read subject to this qualification. The highest offer is not legally binding on either the vendor or the prospective purchaser but merely amounts to an expression of interest on the part of the prospective purchaser to enter into negotiations with the vendor.

1. Definitions

(1) Approval: the registration page on the said website duly completed and the activation by Autopoint of the Registered User’s password enabling full access to the said website.

(2)Approval Process: the provision by any person of personal details necessary to obtain approval with Autopoint.

(3) Approved User: a person who has registered with Autopoint as a user of the Auction Service on the Autopoint.ie website.

(4)Auction Service: the service provided by Autopoint on its Autopoint.ie website for the advertising of Items for sale.

(5) Autopoint: Autopoint Auctions is a registered trade name for First Citizen Finance DAC whose registered office is situated at Bloom House, Gloucester Square, Dublin 1

(6) Offer: any offer made through the Autopoint.ie website to purchase any Item.

(7) Prospective Purchaser: an Approved User making an offer for any Item through the www.autopoint.ie website.

(8) Item: any mechanically propelled vehicle or equipment advertised through the Autopoint.ie website.

(9) Item description: any description whether by way of text, photograph, graphics or relating to any Item.

(10) Highest Offer: The highest offer, being notified by Autopoint to the prospective purchaser subject to acceptance by the Vendor and subject to contract.

(11) Reserve Price: the minimum price for which a Vendor is willing to sell, subject to contract, an Item offered for sale.

(12) Vendor: an Approved User placing an Item for sale directly or indirectly through the www.autopoint.ie website.

2. Interpretation

In these Terms and Conditions and in any special terms and conditions the following words have the following meanings:

The male gender shall include the female and neuter genders and reference to singular shall include the plural thereof and vice versa.

Reference to persons includes corporate bodies, unincorporated associations and partnerships.

Reference to statutes includes any amendments, extensions or re-enactments thereof.

3. Warranties and undertakings

The Approved User hereby warrants and undertakes as follows:

(1) that all information supplied by the Approved User whether personal or financial shall be true and accurate and any changes to such information should be immediately brought to the attention of Autopoint. Where the Approved User is a Vendor or prospective purchaser, the information must be such that it can identify the Vendor and any information regarding the method of contact with the Vendor must permit the Purchaser to communicate directly with the Vendor.

(2) that he will not disclose his Registered User Password to any other person.

(3) that he will not use the Autopoint.ie website for any purpose, which is unlawful or prohibited by the Terms and Conditions.

(4) that he has the capacity to enter into legally binding contracts and agreements.

(5) that he will not commit any illegal or fraudulent act.

(6) that he will not commit any act of defamation when using the Autopoint.ie website.

(7) that he will not impersonate any person or entity or falsely state or otherwise misrepresent an affiliation with any person or entity.

(8) Where the Approved User is a Vendor, he will not provide data of or links to Items:

(a) which are identical to other Items already advertised by the same party on the Autopoint.ie website but priced lower than that Item’s Reserve Price; or

(b) that the Approved User has no right to include;

(c) that link to any other website

(9) that any Items offered for sale, subject to contract, on the said website are solely, legally and benefically owned by the Approved User and that there is no encumbrance, charge, pledge or lien over any such Item.

(10) that he will not supply information which contains any unsolicited or unauthorised advertising, promotional materials or other forms of solicitation.

(11) that he will not collect or store personal data about other users.

(12) that he will not infringe any third party’s copyright or relevant trademark or any other intellectual property rights.

(13) that he will not supply information which contains viruses or any other computer programmes which are intended to damage or interfere with any system, personal information and any other data.

4. Indemnity

(1) The Approved User hereby agrees to indemnify and to hold Autopoint, its successors and assigns, its subsidiaries, affiliates, officers, directors, agents and employees harmless from and against any claim or demand, including legal costs, made by any third party due to or arising out of any breach of this Agreement or by the violation of any law or the rights of any third party.

(2) The Approved User hereby agrees to indemnify Autopoint its successors and assigns, its subsidiaries, affiliates, officers, directors, agents and employees harmless from and against any claim or demand including legal costs resulting in any way from his use of and from any material posted on the Autopoint website or which arises out of data supplied by any party.

(3) The Approved User acknowledges that any material downloaded or otherwise obtained through use of the Autopoint.ie website is done at his own risk. The Approved User hereby waives any right to bring any claim or action against Autopoint, its successors and assigns, subsidiaries, affiliates, officers, directors, agents and employees for any loss, damage or injury arising from use of the Autopoint.ie website or the Auction Service

(4) The Approved User hereby agrees to indemnify and to hold Autopoint, its successors and assigns, its subsidiaries, affiliates, officers, directors, agents and employees harmless from and against all claims or demands including legal costs and penalties arising from any breach or breaches of his warranty or undertaking herein.

5. Purchaser/Prospective Purchaser (“the Purchaser”)

(a) The Purchaser hereby acknowledges, warrants and undertakes as follows:

(1) that he, the Purchaser will satisfy himself as to the suitability of the Item for the purpose required and as to its merchantable quality and he will be deemed to have inspected the Item prior to completing the transaction with the Vendor.

(2) before purchasing the Item the Purchaser should confirm with the Vendor any information (including the price) that is important to the Purchaser’s decision to purchase. Autopoint is not responsible for and does not guarantee the performance, merchantibility and/or suitability of any such Item. The price and other terms of sale remain subject to contract and subject to direct negotiation between the Purchaser and the Vendor and any information about a particular Item is and shall always be deemed to be supplied by the Vendor and not by Autopoint (save where Autopoint is, itself a Vendor).

(3) that the provisions of Section 13,14 and 15 of the Sale of Goods Act 1893 as amended by the Sale of Goods and Supply of Services Act 1980 shall not apply to the Item(s) on the Autopoint.iewebsite.

(4) The Purchaser acknowledges that the Item(s) requires mechanical inspection before use and it is expressly agreed that the Item is not intended for use for any particular purpose in its present state and condition and that the conditions implied by Section 13 (2) of the Sale of Goods and Supply of Services Act 1980 do not apply to the Item(s). Autopoint for its part, and whether or not it is, itself, acting as a Vendor does not guarantee the prices, terms, quality, reliability or performance or merchantable quality of the Item provided by the Vendor.

(b) Where the Purchaser deals as a consumer within the meaning of Section 3 (1) of the Sale of Goods and Supply of Services Act 1980, that is to say that he does not enter into the contract in the course of a business nor does he hold himself out as so doing, the Vendor is acting in the course of a business and the Item supplied is of a type ordinarily supplied for private use or consumption, nothing in these conditions shall deprive the Purchaser of his statutory rights.

(c) Autopoint wil provide the Purchaser with the contact details of the Vendor for the purposes of entering into negotiations with the Vendor.

6. Offer to Purchase

The Prospective Purchaser shall take full responsibility to ensure that offers are not placed by mistake or without reading or understanding the implications of making an Offer under the terms and conditions of this Agreement. The Prospective Purchaser agrees to take such action as is necessary to prevent others from making an offer on his behalf without his express authorisation.

7. Reserve Price

An Item may be offered subject to a Reserve Price which may be higher than the starting offer. Information on the Reserve Price will not be made available to the Prospective Purchaser. Any final offer, best offer, highest offer which fails to reach the Reserve Price will not be considered sufficient to complete a sale transaction. The highest offer will be subject to contract provided such offer:

(1) is equal to or is more than the Reserve Price;

and

(2) meets any other express conditions as stipulated by the Vendor.

(3) and is formally accepted by the Vendor.

8. Auction Procedure

(1) Autopoint reserves the right, to end the procedure before the expiration of any previously specified time limit, to cancel or withdraw any Item, to cancel, alter or stop the procedure or to terminate entire services where Autopoint has in its reasonable opinion, reason to do so and without prejudice to the generality of the foregoing, for any technical reason experienced by Autopoint, by a Vendor or on the internet and including any procedure which may be in breach of the Terms and Conditions. In so far as is practical, Autopoint shall endeavour to provide reasonable advance notice prior to the exercise of any such right. Autopoint will endeavour to process an offer when made but does not guarantee that each offer will be processed. Autopoint is not bound contractually or otherwise to complete the procedure.

(2) Autopoint will provide the Vendor with the contact details of the Prospective Purchaser who has made the highest offer.

(3) If an error or mistake is made by Autopoint or by a Prospective Purchaser or by a Vendor during the Procedure it is hereby agreed by and between Autopoint and Approved Users that a Vendor, Purchaser and/or Prospective Purchaser shall not be entitled to profit from such error or mistake.

9. Vendor

The Vendor warrants and undertakes as follows:

(1) that the Vendor is the legal and beneficial owner of the Item(s) and is fully entitled to sell the Item(s) and that such Item is not encumbered with any lien, charge or other inhibition affecting sale and that no person has any equitable interest in the Item(s).

(2) that while the Item(s) is offered for sale through the aforesaid auction procedure the Vendor will only sell the Item(s) to a Prospective Purchaser as defined herein.

(3) that the sale of the Item is not in breach of any law of the Republic of Ireland, the jurisdiction of the Vendor or that of the location of the Item.

(4) that he will not manipulate prices by making an offer himself or by someone on his behalf.

(5) that he will, where applicable, notify the Prospective Purchaser of the cost of delivery of the Item.

10. Title Risk and Collection of the Item

(1) Title in the Item, being advertised will remain with the Vendor until full payment has been received by the Vendor.

(2) The arrangements for the sale and collection of the Item shall be the responsibility of the Vendor and the Prospective Purchaser. The Prospective Purchaser shall be liable for the cost of delivery of the Item(s).

(3) All risk in the Item will pass to the Purchaser after payment to the Vendor of the contract price as agreed between the vendor and the Purchaser or on collection of the Item by the Purchaser or his agent whichever is the earlier and it will be the responsibility of the Purchaser to insure the Item against all appropriate risks.

(4) It is for the Vendor and Purchaser to ensure the completion and delivery of all necessary documentation relating to the transfer of ownership of the Item (including any tax book and registration documents) and to pay all taxes (including VAT) where applicable

11. Liability of Approved Users and Autopoint

(1) The Autopoint.ie website provides an Auction Service (“the Service”) only and is solely a venue for such. Autopoint is not responsible for the prices, terms, quality, reliability, merchantable quality or performance of the Item provided by any Vendor. Autopoint is not and shall not be involved in the physical transaction between Approved Users. Autopoint cannot and does not confirm each approved user’s purported identity.

(2) No warranty as to the description of the Item, its fitness for the purpose desired by the Purchaser, its merchantable quality or its freedom from defects, faulty material or workmanship is furnished by Autopoint. Likewise, Autopoint does not guarantee the odometer or clock reading on any Item. No responsibility will be accepted by Autopoint, its successors and assigns, its subsidiaries, its affiliates, servants or agents for any damages including, without limitation, any liability for consequential, special, incidental, indirect or other damages of any kind (including lost revenues or profits, loss of business or loss of data) whether or not that loss or damage was foreseeable by or the possibility of it was brought to the attention of Autopoint.

(3) Where reference is made to the condition of any Item, such reference shall be the sole responsibility of the Vendor unless otherwise stated. Autopoint accept no responsibility with regard to the delivery and/or the cost of delivery of the Item to the Purchaser.

(4) Autopoint reserves the right to cancel or withdraw from sale any Item at its sole discretion or without explanation. Autopoint further reserves the right to deny use of the Service to anyone who does not comply with these requirements or who otherwise uses the Service in a manner Autopoint considers inappropriate or where Autopoint has reasonable grounds to suspect that information provided by any Approved User is untrue, incomplete or inaccurate or any other reason which Autopoint in its sole discretion thinks fit.

(5) Autopoint makes no warranty that the Service will meet the Approved User’s requirements, that the Service will be uninterrupted, timely, secure or error free. Nor does Autopoint make any warranty as to the results that may be obtained from the use of the Auction Service or as to the accuracy or reliability of any information obtained from the Auction Service.

(6) Notwithstanding the foregoing, Autopoint’s liability to an Approved User and or any third party in any circumstances is limited to the sum of ˆ1,000 provided however that Autopoint acknowledges that nothing limits Autopoint’s liability for death or personal injury resulting from Autopoint’s negligence as determined by a Court Order under the Laws of the Republic of Ireland.

12. Breach of the Terms and Conditions

Autopoint reserves the right to immediately suspend, whether temporarily or indefinitely, or terminate use by any Approved User of the Autopoint.ie website including any privileges and password in respect of current auctions/sale procedures or other information or data placed on the site by any party as a result of any partial or material breach of any of the Terms and Conditions or as a result of being unable to verify/authenticate any information provided. In the event of such suspension or termination the user must not seek Approval subsequently for use of the Auction Service without the prior written consent of Autopoint. Autopoint reserves the right to refer any breach which it believes to be of a criminal nature to any law enforcement agency or to any Court of competent jurisdiction.

13. Information

Autopoint will not accept any responsibility for the accuracy, legality, currency or compliance with any information or any liability for false, misleading, defamatory, incorrect infringing or other actionable material which will solely be the responsibility of the party submitting same. The Approved User acknowledges that Autopoint is merely a means of the publication and distribution of the information. In this regard Autopoint may take any action it believes necessary regarding the possible liability that might arise for Autopoint in any manner, which Autopoint reserves the right to define. By becoming approved, the Approved Users agree to grant Autopoint a worldwide irrevocable non-exclusive and sub-licensable right to exercise the publicity and copyright rights provided in the information submitted by the Approved User in any current or future media.

14. Payments

It is the Approved User’s responsibility to pay any costs or fees relating to taxes, hardware, software or other services which the Approved User may incur as a result of using the Auction Service through the Autopoint website.

15. Governing Law

The terms and conditions set out in this Agreement and any transaction between a Vendor and a Purchaser shall be governed by the laws of the Republic of Ireland and all disputes and differences arising under or in connection with the provisions of this Agreement whether between Autopoint and any other party or as between the Vendor, Prospective Purchaser and or Purchaser shall be decided by the Irish Courts.

16. Waiver

No failure on the part of Autopoint to exercise and no delay in exercising any right or remedy under this agreement will operate as a waiver of such right nor will any single or partial exercise of any right or remedy preclude any further or other exercise thereof or the exercise of any other right or remedy.

17. Severability

If any of the provisions of this agreement is judged to be illegal or unenforceable, the continuation in full force and effect of the remainder of them will not be prejudiced.

18. Notices

(1) All notices to Autopoint will be deemed duly delivered if sent by email to auctions@autopoint.ie

(2) All notices to the Vendor or the Purchaser shall be deemed duly delivered if sent by post or by email to the address furnished by such party on its application for approval form.

(3) All such notices will be deemed to have been delivered to the recipient 72 hours after being sent by registered post or 24 hours after being sent by email.

19. No Agency

The Vendor (save where Autopoint), Prospective Purchasers and/or Purchasers are independent contractors and no agency, partnership, joint venture, employee/employer or franchise/franchisee relationship is created or intended to be created by this Agreement.

20. Confidentiality

(1) Autopoint will use its best endeavours to maintain the confidentiality of any information furnished to it and to protect the privacy of persons dealing with it. Approved Users will be identified by the Approved User’s system logon as provided by Autopoint and thus the email address of the Vendor and the Purchaser will be disclosed to each other on closure of the Sale/Auction Procedure.

(2) In the event of any dispute arising, Autopoint will to the best of its information, knowledge and belief disclose full details of the transaction to all parties in such dispute and to any authority adjudicating on such a dispute.

(3) Autopoint reserves the right to produce and release all such information when required by law or Court Order.

21. Entire Agreement

The terms and conditions herein constitute the entire agreement between all Approved Users and Autopoint. Each Approved User confirms that it has not relied upon any representation in this document inducing it to enter into this agreement.

22. Headings

Headings are for reference only and do not limit or set out the extent of the section.

23. Term and termination

All Approved Users agree to be bound by this Agreement for so long as they remain Approved Users of the Autopoint.ie website provided however that Autopoint may terminate, suspend or otherwise limit access to the Autopoint website in accordance with clause 12 hereof.

24. Amendments to terms and conditions

Autopoint reserves the right to alter from time to time the Terms and Conditions of this Agreement including the sale/auction procedure outlined herein.