CAR-TECH AUCTION INC. TERMS AND CONDITIONS Dealer is legally bound to the terms and conditions set forth herein. Please read this document carefully. REVISED 4/26/13 Auction Overview 1. Mission Statement All sales at Car Tech Auction Inc are intended to provide fair and ethical treatment to both the buyer and seller alike. Car Tech reserves the right to oversee all sales transactions and if sales are deemed unethical or fair Car Tech may terminate the sale at its sole discretion. 2. Registration and Passwords All Dealers must be registered with Car-Tech prior to bidding on any vehicle. Registration to participate in a Car-Tech auction must be renewed annually. Once Dealer has registered and accepted these Terms and Conditions, access shall be provided to the list of vehicles available for the particular auction. As part of the registration process, Dealer will select a user name and a password. Dealer agrees that the information supplied during the registration process will be accurate, complete, governed by the Privacy Policy and that Dealer will not (I) register under the name of, nor attempt to enter the site under the name of, another person or entity; nor will Dealer (ii) adopt a user name that Car-Tech, in its sole discretion, deems offensive. If Car-Tech has reasonable grounds to suspect that information Dealer provides as part of the registration is untrue, inaccurate, not current or incomplete, Car-Tech has the right to suspend or terminate Dealers registration and refuse any and all current or future use of Car-Techs online services. Dealer is responsible for maintaining the confidentiality of the user name and password, and is responsible for all activities that occur under Dealers user name and password. Dealer agrees to ensure exiting from the Site at the end of each auction. If Dealer discovers or suspects any unauthorized use of Dealers user name or password or any other breach of security, Dealer agrees to immediately notify Car-Tech. Car-Tech is not responsible for any loss or damage arising from Dealers failure to protect or to keep confidential Dealers user name or password. 3. Ownership. The materials on this site are the property of Car Tech or its licensors, and are protected by U.S. copyright laws, international conventions and other copyright laws. Except as explicitly provided in these terms and conditions, Dealer may not distribute, transmit, display, reproduce, modify, create derivative works from, or otherwise exploit any of the materials on this site. Dealer may not use automated means to collect and/or index any information contained on this site. Dealer may display and occasionally print a single copy of any page on the site for Dealers own use, but may not otherwise reproduce any material appearing on this site without the prior written consent of Car-Tech. Dealer may not store any significant portion of, or distribute copies of, materials found on this site, in any form (including electronic means), without prior written permission from Car-Tech. Requests for permission to reproduce or distribute materials found on this site should be sent to Car-Tech at 528 Morristown Rd Matawan NJ, 07747. However, without the prior written permission of Car-Tech, Dealer may not frame any of the content of this site, nor incorporate into another website or other service any intellectual property of Car-Tech or its licensors. Requests for permission to frame content may be sent to Car-Tech at 528 Morristown Rd Matawan NJ, 07747. The Car-Tech logo is a registered trademark of Car-Tech Auction, Inc. The names of other products and services referred to on the site may be the trademarks of their respective owners. Dealer may not use any trademark or service mark appearing on this site without the prior written consent of the owner of the mark. All contents of this site are: Copyright 2004 Car-Tech Auction, Inc. and/or its licensors. All rights reserved. Dealer agrees not to use this site to violate the copyright, trademark, or other intellectual property rights of any person or other entity. By submitting material to Car-Tech, Dealer is representing ownership of such material. By submitting material to Car-Tech, Dealer is permanently granting Car-Tech a perpetual, royalty-free license to the material, including the right to modify the material, to use it commercially, and to maintain the material in an archive. 4. Auction Role in Sale Car Tech Auction Inc is not a party to the sale of any and all vehicles. All vehicles are sold on consignment with Car Tech Auction Inc acting as the agent for the sale. Car Tech makes no guarantees to the vehicle description, equipment, warranties, title status, and/or odometer. 5. Auction Exclusions Car Tech is not liable for any and all information listed in Electronic Data Vehicle Histories such as Car Fax, AutoCheck, etc. It is the responsibility of the buyer to review vehicle history and bid accordingly. Vehicles 20 years and older and/or vehicles purchased under $3500 are not subject to arbitration, no exceptions. Buyer Responsibilities 1. The Buyer will inspect the vehicle within 24 hrs of payment. They must verify the Sellers representation and notify Car Tech Auction Inc immediately of any discrepancies. 2. The Buyer is to understand the Online Bidding, Proxy Bidding, Buy Now, and Live Bidding procedures. 3. Disclaimer of Warranties and Limitation of Liability. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THESE TERMS AND CONDITIONS, ALL VEHICLES ARE PROVIDED AS IS WHERE IS. CAR-TECH IS NOT RESPONSIBLE FOR VEHICLES LEFT ON ITS PREMISES FOLLOWING A SALE, INCLUDING BUT NOT LIMITED TO, CLAIMS FOR DAMAGE OR THEFT. IN ADDITION, IF DEALER RELIES ON THIS SITE OR ANY MATERIAL OR INFORMATION AVAILABLE THROUGH THIS SITE, DEALER DOES SO AT ITS OWN RISK. DEALER UNDERSTANDS THAT THERE MAY BE DELAYS, OMISSIONS, INTERRUPTIONS, INACCURACIES, AND/OR OTHER PROBLEMS WITH THE INFORMATION, PRODUCTS, AND SERVICES PUBLISHED OVER THIS SITE, INCLUDING DEALERS CONNECTION TO THIS SITE. DEALER ALSO UNDERSTANDS THAT IT IS SOLELY RESPONSIBLE FOR ANY DAMAGE OR LOSS DEALER MAY INCUR THAT RESULTS FROM DEALERS USE OF THIS SITE OR ANY MATERIAL, INFORMATION, AND/OR DATA DOWNLOADED FROM OR OTHERWISE PROVIDED THROUGH THIS SITE, INCLUDING WITHOUT LIMITATION, THROUGH CAR-TECH AUCTION, INC. THIS SITE IS PROVIDED TO YOU "AS IS." CAR-TECH AND ITS PARENT, AFFILIATES, AGENTS AND LICENSORS CANNOT AND DO NOT WARRANT THE ACCURACY, COMPLETENESS, CURRENTNESS, NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE INFORMATION AVAILABLE THROUGH THE SITE (OR ANY INFORMATION, GOODS OR SERVICES THAT ARE REFERRED TO, ADVERTISED OR PROMOTED ON, OR SOLD THROUGH THIS SITE). NOR DOES CAR-TECH GUARANTEE THAT THE SITE WILL BE ERROR FREE, OR CONTINUOUSLY AVAILABLE, OR THAT THE SITE WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. UNDER NO CIRCUMSTANCES WILL CAR-TECH OR ITS PARENT, AFFILIATES, AGENTS OR LICENSORS BE LIABLE TO DEALER OR ANYONE ELSE FOR ANY DAMAGES, ARISING OUT OF DEALERS USE OF THIS SITE, ANY PRODUCT ADVERTISED OR PROMOTED ON THIS SITE, OR THE ACTIONS OR REPRESENTATIONS OF THE AUCTIONEERS CONDUCTING THE AUCTION, INCLUDING, WITHOUT LIMITATION, ANY LIABILITY FOR CONSEQUENTIAL, SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY, OR OTHER DAMAGES OF ANY KIND (INCLUDING LOST REVENUES OR PROFITS, LOSS OF BUSINESS OR LOSS OF DATA) EVEN IF CAR-TECH IS ADVISED BEFOREHAND OF THE POSSIBILITY OF SUCH DAMAGES. DEALER AGREES THAT THE LIABILITY OF CAR-TECH AND ITS PARENT, AFFILIATES, AGENTS AND LICENSORS, IF ANY, ARISING OUT OF ANY KIND OF LEGAL CLAIM IN ANY WAY ARISING OUT OF OR OTHERWISE RELATED TO THE SITE WILL NOT EXCEED THE AMOUNT DEALER PAID, IF ANY, TO CAR-TECH FOR USE OF THE SITE. Seller Responsibilities It is the Sellers responsibility to represent the condition of their vehicles in full detail ensuring that they sell under the correct light. Buyers Liabilities 1. .It is the buyers responsibility to listen to all announcements made by Car-Tech Auction Inc and/or a Representative of Car-Tech Auction Inc. in addition to all written descriptions of the vehicle you are bidding on. It is the Buyers responsibility to understand and observe the Vehicle Classification system and bid accordingly. 2. The Buyer is liable for any and all work done to a vehicle prior to returning to Car-Tech Auction Inc. excluding vehicles arbitrated for undisclosed conditions not detectable through vehicle inspection. 3. The Buyer is financially responsible for any pending sale until arbitration is final. Vehicle Classifications 1. Green Light Seller indicates that the Drivetrain and Unibody is road worthy. 2. Yellow Light Seller signified consistent to announcement. 3. Red Light Buyer beware vehicle is sold as-is. Only arbitratable for title and mileage discrepancy. (All vehicles sold on Thursdays are classified as Red Light vehicles. NO EXCEPTIONS) Bidding Disclaimers Car-Tech Auction Inc. reserves the right to reject all bids and the right to negotiate with the highest bidder. 1. Online Bidding Dealer shall make online bids by designating the bid price and shall submit the bid to Car-Tech by clicking the Bid button. Once Car-Tech receives the online bid, a Car-Tech employee shall provide such bid to the Auctioneer. CAR-TECH, ITS EMPLOYEES AND AGENTS ACCEPT NO RESPONSIBILITY FOR THE TRANSMISSION OF ONLINE BIDS TO THE AUCTIONEER. DEALER ACKNOWLEDGES THAT CAR-TECH, ITS EMPLOYEES AND AGENTS SHALL NOT BE CONSIDERED DEALERS AGENT IN THE TRANSMISSION OF BIDS TO THE AUCTIONEER. DEALER UNDERSTANDS THAT IT IS RELYING ON THE TRANSMISSION OF THE ONLINE BID TO THE AUCTIONEER AT ITS OWN RISK AND WITHOUT FAULT TO CAR-TECH. DEALER ACKNOWLEDGES THAT LIVE, IN PERSON BIDDING WOULD PROTECT AGAINST ANY BID TRANSMISSION ERRORS. 2. Order Confirmation and Reservation of Rights. A Dealer must confirm highest bid approvals by visiting their Account History on line. Pending bids will be marked accordingly and updated within twenty-four (24) business hours from the date of the particular auction. Your Account History shall confirm the bid price and the make, model, and VIN number of the vehicle. Buyer Fees Buyers that purchase vehicles are responsible for Buyer Fees, which are in addition to the price of the vehicle. The Buyer Fee shall correspond to the price of the vehicle pursuant to a set schedule. 1. Payment for Vehicles; Wire Fee; Late Payments; Storage Fees; Resale; Administration and Pull Out Fees. All vehicles must be paid for and removed from Car-Techs premises within three (3) business days from the date of the Order Confirmation. A late fee of $40.00 per day and a storage fee of $25.00 per day, per vehicle shall be assessed for all unpaid vehicles. Payments must be made by Certified Check, Bank Check, Money Order or Pre-Approved Business Check. Any Dealer that wires monies shall pay a $30 wire fee. Dealer shall be assessed a Return Check Fee of $100.00 and the loss of privileges to bid on vehicles until all amounts, including penalties are paid. Cash will be accepted up to $500.00. Dealers will not be allowed to purchase vehicles if unpaid vehicles exist from prior auction sales. Vehicles bid on and not paid for within the specified period are subject to resale by Car-Tech. Resale vehicles will be assessed a renege fee of $1000.00 which MUST be paid in full before the company can bids on any vehicles. Such penalty must be paid before the purchase of any other vehicles from a Car-Tech auction will be allowed. Each Internet purchases shall be assessed a $35 administration fee. All vehicles purchased shall be assessed a $25.00 pull out fee. Pull Out Fee - $25 Late Fee - $40 per day per vehicles not paid in full within 3 days of sale Date (includes sale day) Storage - $25 per day per vehicle not removed within 3 days of sale (includes sale day) Renege Fee - $1000.00 MUST be paid in full by company before any further bidding. Return Check Fee - $100. plus loss of privilege Visitor Pass - $50. Per pass ***Note: Visitors must remain with buyer at all times and are not allowed to purchase vehicles. Visitors are the responsibility of the dealer purchasing the pass. 2. Taxes All Dealers are responsible for the payment of any applicable state sales taxes. 3. Vehicle Retrieval and Delivery. Delivery of vehicles can be provided by Car-Tech pursuant to its delivery terms, which shall be provided to any Dealer requesting that Car-Tech deliver the vehicle. Arbitration Terms and Conditions (Exclusive to Monday Sales) 1. Time Period Buyer has 24 hours from the date the vehicle leaves Car Tech Auction Inc to notify and submit an arbitration form. 2. Process The vehicle will be inspected for listed defects and results will be given shortly after. If a price adjustment is made between buyer and seller, the vehicle is then sold as-is and is not subject to further arbitration. All decisions made by the arbitrator are final and binding to both buyer and seller 3. Fees Car Tech Auction Inc reserves the right to assess an arbitration fee to the buyer. If the arbitration is valid, we reserve the right to assess an arbitration fee to the seller. The fee is in addition to any charges associated with the arbitration procedure, such as diagnostic charge or transportation costs to and from a garage, etc. 4. Exclusions; Arbitration is limited to Unibody and Drivetrain of vehicles sold under a Green Light or Yellow Light classification. a. Wearable Items Wearable items are defined as any part of the vehicle that the manufacturer recognizes the need for replacement and/or adjustment. Car Tech Auction Inc will not allow arbitration for brake pads, tires, wipers, rotors, belts, hoses, timing belts, bulbs, filters, shocks, struts, etc. b. Manual Transmissions Vehicles with standard transmissions cannot be arbitrated for manual clutches. c. As-Is As-is vehicles are excluded from any and all arbitration. 5. Seller Fees The Seller is to reimburse the Buyer for reasonable documented expenses incurred on vehicles arbitrated for undisclosed conditions not detectable through vehicle inspection. 6. Manufacturers Warranty The manufacturers warranty has no affect on the ability to arbitrate a vehicle. 7. Payment on Vehicles Arbitrated The seller will not be paid for any vehicle involved in arbitration until a settlement has been made. If for any reason the seller was paid prior to the start of arbitration the money must be returned to Car-Tech Inc. immediately if the sale is voided as a result of arbitration. 8. Returning a Vehicle A vehicle will be accepted as a returned vehicle once Car-Tech Auction Inc. management has received, inspected, and approved the return. Any vehicles delivered to and left on Car-Tech Auctions property without approval remain the sole responsibility of the Buyer,. Buyer assumes all risk of loss. 9. Returned Vehicle Fees Car-Tech Auction Inc. has the right to charge for excessive mileage on a returned vehicle. Title Policy 1. Seller Title Responsibilities All titles submitted by the Seller must be in Sellers company name or on a reassignment form. The Seller guarantees the titles of vehicles that are sold through the auction. This guarantee of the title warrants that the title shall be marketable and free and clear of all liens and encumbrances. This includes any brand (such as salvage) noted upon the current or any prior certificate of title unless such encumbrances were announced at the time the vehicle is sold through Auction and for a period of four (4) years from the date of sale. Sellers liability under this title guarantee shall never exceed the Auction sale price of the vehicle, and this amount shall be reduced by two percent (2%) per month following sale date. All liability under this title guarantee shall expire and terminate 48 months after sale date. Car-Tech Auction Inc. will not be responsible for any expenses incurred on vehicles returned for late title. 2. Clerical Error If the title problem is due to a Car-Tech Auction Inc. clerical error, we will be given a reasonable amount of time after notice to rectify the problem. 3. Notice of Title Claim Whenever any claim is made by any person against the title of a vehicle, whether by suit or otherwise, the Buyer, after becoming aware of said claim, shall immediately notify Car-Tech Auction Inc. This involves giving full particulars of claim, cooperating fully in defending any legal action, and in taking other steps to minimize possible loss. 4. Title Assignment Title must be reassigned directly to Buyer. No title assigned directly to Car-Tech Auction Inc. will be accepted. 5. Payment After Title Receipt Sellers payment will not be processed until a negotiable title is received and Buyer has paid for Vehicle. 6. Absent Titles a. Seller has up to a maximum of 15 business days after the sale to get Car-Tech Auction Inc. a title. b. After that period the Buyer has the option to return the vehicle or wait a reasonable period of time for the title. c. Seller/Car-Tech Auction Inc. shall not be liable for any vehicle sale or repairs made by the Buyer before the title is received by the Buyer. If the title has been mailed from Car-Tech Auction Inc. to the Buyer, Buyer may not return the vehicle. Buyer is required to notify us in a timely manner consistent with our policy before returning vehicles. If a valid negotiable title is presented within our policy notice period, the transaction will stand. 7. Mailing of Titles Car-Tech Auction Inc. is not responsible for lost titles through the mail. If you require your titles to be mailed we suggest that you supply us with your Fed-Ex account # so you will have a method of tracking your titles. 8. Additional Seller Fees The Seller will be responsible for the buyer fee in addition to reasonable transportation expenses to and from the Buyers dealership to auction on vehicles returned for no title. 9. Seller Mileage Announcements Mileage announcements are not required on vehicles deemed exempt from Federal/Sate Odometer and Title disclosure laws unless a mileage discrepancy is known or apparent to the seller. The Seller may represent miles on exempt vehicles, any disclosure made by the Seller and all known odometer discrepancies are grounds for arbitration. Car-Tech Auction Inc. reserves the right to deny access to the Site, or any service or feature provided via the Site, to anyone who violates these Terms and Conditions or who, in Car-Tech Auction Incs judgment, interferes with the ability of others to enjoy this website, or infringes the rights of others. Car-Tech Auction Inc. respects the privacy of its Dealers utilizing this Site. Please review the Car Tech Auction Inc. Privacy policy. If any provision(s) of these Terms and Conditions shall be held to be invalid, illegal, or unenforceable by a court or other tribunal of competent jurisdiction, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. No failure or delay by Car-Tech Auction Inc. in enforcing any right or remedy under these Terms and Conditions shall be construed as a waiver of any future or other exercise of such right or remedy by Car-Tech Auction Inc. Except with respect to Copyright or Patent rights which shall be governed by federal laws, these Terms and Conditions shall be construed and enforced in accordance with and be governed by the laws of the State of New Jersey without reference to conflict of laws principles. The parties hereby consent to the personal jurisdiction of the courts of Middlesex County, New Jersey and waive their rights to venue outside of Middlesex County, New Jersey. These Terms and Conditions constitute the sole and entire agreement of the parties as to the matter set forth herein and supersedes any previous agreements, understandings, and arrangements between the parties relating hereto.