Table of Contents
- Representations and Warranties
- Obligations of Parties
- Settlement Payment and Remedies
- Security, Privacy, and Availability
Unless otherwise defined, all capitalized terms used herein shall have the meaning stated below:
"Account Information" refers to all information entered by a Member in the My Account section of the Site.
"Business Day" shall mean any weekday in which National Banks in the United States are open for business.
"Buyer" means any Member using the Site for the purposes of buying a listed vehicle.
"Comment" shall mean any question or remark that is posted by a Member on the Vehicle Details page of the Site.
"Listing" shall mean an entry on the Site that describes a vehicle listed for sale and the terms under which a Seller is offering a Listed Vehicle for sale.
"Listing Expiration" shall mean the date and time 30 days following the date and time a Listing was created.
"Listed Vehicle" shall mean a motor vehicle, the details of which are more fully described on Vehicle Details page on the Site, that is posted for sale as a Listing.
"Login Credentials" shall mean any combination of the user name, password, and any security questions that uniquely identify a Member and allow access to the secure areas of the Site.
"Member" shall mean any registered user that conducts business on the Site.
"Normal Business Hours" shall mean between the hours of 9:00 AM and 5:00 PM local time on a Business Day.
"Seller" shall mean a person that creates a Listing on the Site.
"Trade Date" shall mean the date when the Seller accepts a Bid from a Buyer.
"Winning Bid" shall mean the Bid accepted by the Seller for a Listed Vehicle.
Representations and Warranties
Representations and Warranties of All Members
By entering their Account Information, and maintaining an ongoing presence with TruckExchange.net, each Member represents and warrants on an ongoing basis that:
Natural Person and Legal CitizenThat they are a natural person and legal citizen of the United States and not a fugitive from justice from any jurisdiction.
Account InformationThat all information entered into the account information section of this Site is accurate and up to date.
Agreement to the TermsIt has read these Terms and agrees to abide by all provisions. By listing any vehicle for sale or submitting a bid on this Site, each Member explicitly agree to these Terms.
Necessary AuthorityIt has the necessary power and authority to enter into any type of legally binding agreement or contract that may arize in connection with transacting business on this Site.
BankruptcyIt is not subject to any proceedings involving bankruptcy, insolvency, liquidation, or similar court orders that would affect its ability to consumate transactions contemplated on this Site.
Legal ProceedingsThat there are no ongoing or threatened legal or litigation proceedings that have a reasonable chance of affecting its ability the fulfill its obligations under these Terms.
Good FaithAll listings, bids, comments, representations, or other submissions on this Site shall be made in good faith as may be considered reasonable and customary.
ServicesIt acknowledges that TruckExchange.netis not an auctioneer, broker, agent, or direct party to any property listed for sale on this Site and therefore makes no representations about the information presented on the Site. TruckExchange.net's role is limited to that of providing an online marketplace for buying and selling vehicles. Users are acting on their own behalf and TruckExchange.net is neither a party to a trade nor is it representing either the buyer or seller.
Adequacy of ConsiderationIn consideration for the use of this Site, the fees described herein are reasonable and adequate.
Representations and Warranties by Seller
By submitting a Listing, the Seller hereby represents and warrants that:
Accuracy of InformationAll information pertaining to the Listed Vehicle is accurate and, to the best of its knowledge, there are no significant hidden or undisclosed information that might of interest to a Buyer.
Necessary AuthorityIt is fully authorized and capable of deliverying the Listed Vehicle to the Buyer upon closing.
Exlusive ListingThe Listed Vehicle shall not be offered for sale on any other venue, other than the Member's own public site, until after the Listing expiration and until any pending Trade has been closed.
Acceptance of BidsUpon expiration of a listing, it will accept the Winning Bid without protest or additional conditions.
Represenations and Warranties by Buyer
By submitting a Bid for any Listing, the Buyer hereby represents and warrants that:
Account InformationAll information pertaining to the Buyer is accurate and up to date in the Account Information.
Necessary AuthorityIt is fully authorized to submit a Bid and has the capacity to honor any subsequent payment obligations.
Binding ObligationIt acknowledges that submitting a Bid on the Site is the legal equivalent of a firm commitment and an irrevocable offer to purchase. Once a Bid is placed, it may not be retracted and the Member is obligated to complete the transaction by fulfilling the obligations specified herein.
No Implied WarrantiesThe Listed Vehicle is being offered "as is, where is" with no additional expressed or implied warranties from the Seller beyond what is required in these Terms.
QuestionsIt has had the opportunity to ask questions or post comments on this Site regarding the Listed Vehicle prior to submitting the Bid and waives any right of protest or defense based on lack of information.
Obligations of Parties
Obligation of All Members
All Users of TruckExchange.net shall be obligated to the following:
Prompt NotificationTo promptly notify TruckExchange.net of any change in their status that would cause them to no longer be in compliance with these Terms.
Integrity and Good FaithAll Listings, Bids, and Comments posted on TruckExchange.net are made in good faith and are not made for the purpose of deceit, misrepresentation, manipulation, slander, or discredit.
AppropriatenessAll Comments and remarks posted on TruckExchange.net shall use appropriate language free of any vulgar or offensive terms.
Obligations of Buyers
PaymentBuyer agrees to make prompt payment in full as required to fullfil and purchase obligation arising from the use of this Site.
Pickup and RemovalBuyer agrees to remove the Listed Vehicle from the Seller's location immediately upon Settlement.
Risk of LossBuyer shall assume the full risk of loss and damage to the Listed Vehicle effective at the time of Settlement. Such loss and damage may include, without limitation, loss from accident, theft, vandalism, fire, lack of security, malicious mischief, flood, windstorm, earthquake, lightning, and force majeure.
Taxes and LicensesBuyer shall become responsible for government issued licenses, safety and/or inspection certificates immediately upon Settlement and agrees not to use any identification, trade name, licenses and/or certificates authorized to or used by the Seller.
RemediesIn the event Buyer fails to remove property as required, Seller may hire a transport and storage firm to remove and store said property, and all charges for such shall be the responsibility of, and paid by the Buyer. The Buyer agrees to indemnify and hold harmless Seller and its agents against all damage, liabilities, or claims or causes of actions arising out of said removal and storage.
Obligations of Sellers
As a condition for posting a Listing on TruckExchange.net, Seller hereby agress to the following:
Valid Certificate of TitleThat it will deliver to the Buyer or its agents a valid state issued certificate of title on the vehicle, free of all liens, with the proper endorsements or duly executed Power of Attorney.
DeliveryThat it will make the vehicle available for pickup at the specified location in the Listing during normal business hours.
Settlement, Payment, and Remedies
SettlementThe Buyer agrees to make complete settlement on all purchases immediately after the conclusion of the auction on this date in Bank Certified Cashier's Check or Wire Transfer. CASH, PERSONAL OR BUSINESS CHECKS, AND SIGHT DRAFTS ARE NOT ACCEPTED. Please Note: a transaction fee equal to 1.5% of the purchase price will be added to every auction purchase.
Rejection and Acceptance of BidsSeller shall have the right to cancel a Listing at any time and thereby cancel all associated open Bids.
VerificationDue to increased enforcement of the Financial Privacy Act, banks have adopted restrictive guidelines to verifying funds; therefore your purchases will be subject to verification and you may not receive immediate possession of your purchases.
PenaltiesTHE UNITED STATES AND STATE LAWS AND PENALTIES FOR A FAILURE TO SETTLE AND PAY SHALL APPLY.
Security, Privacy, and Availability
Login CredentialsUsers are solely responsible for protecting the confidentiality of their Login Credentials. Member acknowledges and understands that disclosing or revealing the Login Credentials to third parties may result in serious security breaches. Member agrees to notify TruckExchange.net immediately if it suspects any unauthorized use of it's Login Credentials or any other breach of security regarding the Site.
SecurityTruckExchange.net has implemented commercially reasonable technical and organizational measures designed to secure personal information from accidental loss and from unauthorized access, use, alteration or disclosure. However, TruckExchange.net cannot guarantee that unauthorized third parties will never be able to defeat those measures or use your personal information for improper purposes. Member acknowledges that it is providing its personal information at your own risk.
Member InformationUnless forced to do so by legal requirements, TruckExchange.net shall not disclose or reveal information about a Member except as may be necessary to facilitate a Settlement between Buyer and Seller.
Transaction InformationUnless forced to do so by legal requirements, TruckExchange.net shall not disclose or reveal information about any particular transaction except as may be necessary to facilitate a Settlement between a Buyer and Seller.
Opt-InBy registering on this site, all users explicitly consent and agree to accept automated emails from TruckExchange.net for both transaction and marketing purposes. Members acknowledge that automated emails are the principal means by which TruckExchange.net alerts users about matters concerning listings and transactions and are therefore a key component of the service.
Market DataTruckExchange.net reserves the right to collect statistical data regarding transactions conducted on the Site. Such information shall be aggregate in nature that would benefit all Users. Such information shall not, however, identify any particular transaction or Member.
Legal RequirementsIn the event TruckExchange.net is compelled to release information regarding an individual Member or a particular transaction by a court or similar authority, it shall be allowed to do so without violating any of the provisions above.
InterruptionsTruckExchange.net does not guarantee or promise that the Site will be available without interruption, error-free or free from other defects.
Bid InformationTruckExchange.net has no obligation to ensure that a prospective Buyer's Bid is received, properly and effectively processed or accepted. TruckExchange.net IS NOT LIABLE TO ANY PROSPECTIVE BUYER ON ANY CLAIM OR ALLEGATION THAT THE PROSPECTIVE BUYER'S BID WAS NOT RECEIVED, PROPERLY AND EFFECTIVELY PROCESSED OR ACCEPTED DUE TO TECHNICAL ERRORS OR PROBLEMS WITH THE INTERNET OR THIS SITE.
Scope of Agreement
Entire AgreementThese Terms contain the entire agreement with respect to the use of the Site, and supersede all previous communications, representations, understandings and agreements, either oral or written.
Governing LawThese Terms shall be interpreted and governed by the laws of the Commonwealth of Virginia. Any disputes arising under these Terms involving TruckExchange.net, its representatives, or agents shall be brought before courts in Virginia or federal courts of Western District of Virginia.
SeverabilityIf any provision of these Terms is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision shall be enforced to the maximum extent permissible so as to affect the intent of these Terms, and the remainder of these Terms shall continue in full force and effect.
NoticesAny notice to TruckExchange.net must be in writing and must be sent by email to firstname.lastname@example.org.
Failure to EnforceThe failure by TruckExchange.net to exercise or enforce any rights or provisions of these Terms shall not constitute a waiver of such right or provision. All provisions in these Terms regarding representations and warranties, indemnification, disclaimers and limitations on liability shall survive any termination of these Terms.
AmendmentsTruckExchange.net may modify, add, or remove any portion of the Terms from time to time, in its sole discretion, with or without notice to you, by posting such changes on the Site. Once posted such changes shall come into full force and effect. In addition to other forms of acceptance, use of the Site constitutes acceptance of these Terms, including continued use after such changes are posted. It is the Member's responsibility to check periodically for changes to the Terms.
Section Titles and HeadingsThe section titles and headings used herein are not considered part of the Terms and are presented for convenience and reference.
NoticesUsers agree to promptly notify TruckExchange.net of any dispute regarding a transaction. TruckExchange.net will use its best efforts to notify the other party and seek resolution. Buyer agrees to submit any dispute regarding the property, the conduct of the sale, or any other claim in writing to TruckExchange.net at Post Office Box 18138, Roanoke, VA 24014, prior to filing any claim or petition.
NegotiationUsers shall attempt in good faith to resolve any dispute arising out of or relating to these Terms promptly by negotiation between executives who have authority to settle the controversy and who are at a higher level of management than the persons with direct responsibility for administration of this Agreement. Any party may give the other party written notice of any dispute not resolved in the normal course of business. Within 15 days after delivery of the notice, the receiving party shall submit to the other a written response. The notice and response shall include with reasonable particularity (a) a statement of each party’s position and a summary of arguments supporting that position, and (b) the name and title of the executive who will represent that party and of any other person who will accompany the executive. Within 30 days after delivery of the notice, the executives of both parties shall meet at a mutually acceptable time and place.
Disclaimer of Warranty
Disclaimer of WarrantyTRUCK EXCHANGE DISCLAIMS ANY RESPONSIBILITY FOR ANY HARM RESULTING FROM YOUR PARTICIPATION IN THE SITE. THE SITE IS PROVIDED TO YOU "AS IS" WITH NO WARRANTIES WHATSOEVER. TruckExchange.net EXPRESSLY DISCLAIMS TO THE FULLEST EXTENT PERMITTED BY LAW ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. TruckExchange.net DISCLAIMS ANY WARRANTIES REGARDING THE SECURITY, RELIABILITY, TIMELINESS, AND PERFORMANCE OF THE PROGRAM AND THE TruckExchange.net SITE. User UNDERSTANDS AND AGREES THAT IT WILL USE THE TruckExchange.net SITE AND PARTICIPATE IN THE PROGRAM AT ITS OWN DISCRETION AND RISK AND THAT IT WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO ITS COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM YOUR PARTICIPATION OR USE OF THE TruckExchange.net SITE. SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY. User MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE AND JURISDICTION TO JURISDICTION. This section shall survive the expiration or termination of these Terms.
Limitation of Liability
DisclaimerNEITHER TruckExchange.net NOR OUR OWNERS, AFFILIATES, LICENSORS OR LICENSEES SHALL HAVE ANY LIABILITY FOR ANY ERRORS, INACCURACIES, OMISSIONS OR OTHER DEFECTS IN THE INFORMATION CONTAINED WITHIN THIS SITE. IN NO EVENT SHALL TruckExchange.net OR OUR OWNERS, AFFILIATES, LICENSORS OR LICENSEES BE LIABLE TO User OR ANYONE ELSE FOR ANY DAMAGES, OTHER THAN DIRECT DAMAGES, ARISING OUT OF YOUR ACCESS TO OR USE OF, OR INABILITY TO USE, THIS SITE OR ANY INFORMATION, PRODUCTS OR SERVICES AVAILABLE THROUGH THIS SITE OR OUR USE OF ANY USER CONTENT THAT MAY BE POSTED OR SUBMITTED. IN ADDITION TO AND NOT IN LIMITATION OF THE FOREGOING LIMITATION OF LIABILITY, IN NO EVENT SHALL TruckExchange.net OR OUR OWNERS, AFFILIATES, LICENSORS OR LICENSEES BE LIABLE TO YOU OR ANYONE ELSE FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE, EXEMPLARY OR SIMILAR DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST REVENUES OR PROFITS, OR LOSS OF BUSINESS OR DATA), EVEN IF WE OR ANY SUCH OTHER PERSON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.