duPont REGISTRY Live
CONDITIONS OF BUSINESS FOR BIDDERS
The following terms and conditions (the “Terms”) apply to all auction events of, and any transactions with, duPont REGISTRY Live LLC (which may be referred to as “we”, “us” “duPont REGISTRY” or “duPont REGISTRY Live” in these Terms). Every person that wishes to become a bidder on a vehicle being offered at auction (a “Lot” or the “Vehicle”) must first submit their confirmation to us that they agree to these terms and conditions. These Terms will apply to all persons unless specifically designated that the Terms apply only to Sellers or to Buyers. The users of this site may be referred to as “you” or “your” and together with duPont REGISTRY, the “parties” and each a “party.” Together with the information that you provide to duPont REGISTRY Live and the other purchase and sale documents that will be executed between the parties, these Terms and those other executed documents will constitute the full and complete agreement between the parties and replace all other representations, warranties, promises and statements.
Part 1 of these Terms are CONDITIONS OF BUSINESS APPLICABLE TO ALL BIDDERS.
Part 2 of these Terms are CONDITIONS OF BUSINESS APPLICABLE TO ALL PERSONS WHO USE OUR SITE, INCLUDING THE BIDDERS.
To become either a Seller or a Bidder on the duPont REGISTRY Live site, you must be at least 18 years old, and you must first register as a user of the site. When you register, you must agree with the Terms of Use and the Privacy Policy that are on our site. After that, you also have to register as a “Registered Seller” or a “Registered Bidder” on the site.
THESE TERMS ARE PART OF A LEGAL AGREEMENT BETWEEN YOU AND duPont REGISTRY Live. PLEASE CAREFULLY READ AND UNDERSTAND THESE TERMS THE SITE TERMS OF USE, AND THE PRIVACY POLICY AS THEY SET FORTH THE LEGAL RIGHTS AND OBLIGATIONS OF ALL PARTIES IN THE duPont REGISTRY Live AUCTION PROCESS. THERE MAY ALSO BE SPECIAL NOTICES AND TERMS THAT WILL APPLY TO A SPECIFIC AUCTION WHICH WILL BE IDENTIFIED ON THE SITE. TOGETHER THESE TERMS AND POLICIES AND NOTICES CONSTITUTE THE CONTRACTUAL OBLIGATIONS THAT APPLY TO THE PARTIES.
As the auctioneer for the Vehicle sale (the “Principal Auctioneer”), duPont REGISTRY Live acts as the agent for the vehicle seller (the “Seller”). If a bidder wins the applicable auction (referred to as the “Buyer”), the sales contract will be made directly between the Seller and the Buyer. Commissions are chargeable by the Principal Auctioneer to both Seller and Bidder. The agreement between duPont REGISTRY Live and the Seller provides for a commission to be received from the Seller’s sales proceeds, as further described below. In addition, each Bidder is required to pay a Buyer's Premium to the Principal Auctioneer as further described below.
Legal terms applicable to all persons are set forth below. duPont REGISTRY Live is not providing you with legal, tax or financial advice and you are encouraged to consult with your legal, tax and financial advisors regarding the implcations of these Terms as to your personal circumstances.
PART 1: CONDITIONS OF BUSINESS APPLICABLE TO BIDDERS
duPont REGISTRY Live, as the Principal Auctioneer, will be acting as an agent for the Seller and will be providing the auction services described in these Terms. As a Bidder you are agreeing to be bound by these Terms and acknowledge that you are responsible for understanding these Terms and the auction process outlined herein and in the other written materials we provide to Bidders. General information on the services and the processes are described in the duPont REGISTRY Live website, but if you are not required to execute or sign (whether electronically or otherwise) them, they will not be part of the contract between you and us.
Bidder's Identity and Financial Capabilities. duPont REGISTRY Live may require each prospective Bidder to verify their identity and financial capabilities. You agree to have your credit card charged for a nominal amount for identity verification purposes and, at duPont REGISTRY Live’s request, to provide financial statements, tax returns and/or documentation from your financial institution verifying that you have the financial capability, whether through liquid assets or your having been approved for a loan, in each case sufficient to support your successfully bidding on the Lot on the site and consummating the transaction if you are the winning bidder. If the Bidder is an entity or acting on behalf of an entity, additional information may be required. You also consent to duPont REGISTRY Live’s use of third party services and credit rating bureaus to verify your identity and financial capabilities. After we review and verify the information we collect about you, we will notify you as to whether we approve you to be a Registered Bidder.
Inspection and Due Diligence. With respect to each Vehicle being auctioned on our site, duPont REGISTRY Live may provide Bidders with an inspection report from an independent third-party inspection service or a Seller Vehicle Disclosure Statement from the Seller. While this information may be helpful to you, you may not rely on this information in deciding whether and what amount to bid on the Vehicle or to consummate any transaction on our site. You are encouraged to inspect the Vehicle in person and you are responsible for conducting any and all due diligence on the Vehicle, including, but not limited to, inspections and verification of the originality, character, features, condition, correctness, authenticity, history or description, statements made in reference to, or any and all other matters regarding any Lot offered in an auction (“Bidder Due Diligence”). Our site allows you to contact the Seller directly in the live auction and you are encouraged to do so if you have questions regarding any fact or circumstance about any particular Vehicle.
Placing a Bid. After we approve your status as a registered Bidder, you may bid on a Lot through our site. There are minimum incremental bids required of bidders for each Lot. Once you have made a bid, however, it may not be withdrawn or canceled. To allow for a fair completion of each auction, you acknowledge and agree that any bid placed within the last 2 minutes of an auction will reset the clock to provide for an additional 2 minutes until that auction’s closure. duPont REGISTRY Live reserves the right to reject any bid, as well as the sole and absolute discretion to re-open bidding, cancel a sale or re-auction any Lot in dispute in its sole and absolute discretion, including in the event of an error or dispute. After the close of the auction, duPont REGISTRY Live will determine the winning bidder. If there is a reserve, duPont REGISTRY Live will determine if the reserve price is met. You consent to duPont REGISTRY Live providing your contact information to the Seller at that point, and you will receive the Seller's contact information.
Terms of Sale: All Sales Are “As Is” and “Where Is.” You acknowledge and agree that there are no warranties or representations of any type whatsoever made by duPont REGISTRY Live or the Seller regarding the Lot offered in an auction. Information you may read on the site about each Vehicle is based on statements and historical files, if any, collected from the Seller and may include the Seller's opinions about the Lot and are inherently susceptible to personal bias and inaccuracies. duPont REGISTRY Live has no obligation to verify or authenticate any such statements and warns Bidders that they may contain inaccuracies and thus each Bidder should conduct their own due diligence on each Vehicle. All Lots are sold “as is, where is,” with no representations or warranties, expressed or implied. The disclaimers below apply to all auction sales.
Notwithstanding the foregoing, duPont REGISTRY Live may, in its sole and absolute discretion, review Bidders’ concerns regarding material misrepresentations raised by the Buyer after the closing of the Lot for up to 21 business days or such time thereafter as duPont REGISTRY Live in its sole and absolute discretion deems prudent under the circumstances. Where duPont REGISTRY Live deems any claim of misrepresentation raised by a Buyer to be non-material, which will be determined by duPont REGISTRY Live in its sole and absolute discretion, duPont REGISTRY Live will not provide the Buyer any assistance in resolving the matter with the applicable Lot’s Seller. In such cases, it will be the Seller’s responsibility to address any claims that may be made with respect to any such disputes, damages or liabilities, including but not limited to, travel expenses, repair expenses, and inspection expenses in any way related to actions taken in accordance with this section. In the event that duPont REGISTRY Live, in its sole and absolute discretion, determines the misrepresentation to be of a material nature, while duPont REGISTRY Live takes no responsibility for any alleged or actual material misrepresentations with the Lot, it will, to the extent deemed reasonable in light of the facts and circumstances and within its commercially reasonable efforts, attempt to work with both the Seller and Buyer to reach a mutually acceptable resolution in respect of the claimed material misrepresentations.
You acknowledge that in consummating the transaction for the sale of each Lot, duPont REGISTRY Live will also charge a Buyer's Fee equal to 5% of the winning bid, subject to a $25,000 maximum Buyer's Fee. Each Buyer will be responsible for paying the winning bid amount plus the Buyer's Fee and other associated closing fees and charges.
At the conclusion of each Lot auction, the winning Bidder will be provided with a Buyer's Kit which will detail the Buyer’s obligations and the steps to complete the transaction. The required funds for the auction sale must be sent by wire transfer or ACH to duPont REGISTRY Live by the end of the next business day after the day that the Buyer has been notified by duPont REGISTRY Live that it won the Lot auction. As the Principal Auctioneer, we will hold the funds and pay the Seller in accordance with these Terms.
After receipt of the funds, duPont REGISTRY Live will arrange for the title to the Lot to be processed to identify you as the buyer and to have any liens removed. The title with any lien releases will then be sent to you to process the transfer of the title with the appropriate state agency (such as the DMV).
Taxes. The Buyer is responsible to pay all applicable taxes, duties, tariffs, and any and all other government mandated costs associated with purchasing a Lot in the applicable jurisdictions. Buyer will typically be required to pay taxes on the transfer of the title. If duPont REGISTRY Live is required to collect and remit any taxes due on the sale of the Vehicle, you are responsible to reimburse duPont REGISTRY Live for the applicable taxes advanced on behalf of the Buyer immediately upon duPont REGISTRY Live’s request.
Transportation; Risk of Loss. duPont REGISTRY Live provides 4 options for Vehicle pickup and transportation after the sales transaction has been completed: (1) you can pick up the Vehicle in-person and transport it or drive it home yourself; (2) you can choose and work with your own vehicle transport service; (3) we can connect you with a reputable transport service with nationwide coverage; and (4) we can manage the transportation process for you by working directly with you at no cost, the transporter, and the Seller. In all cases, the Buyer and/or the vehicle transportation company will be liable for any damage that occurs to the Vehicle during Vehicle pickup and transportation; provided, however, neither duPont REGISTRY Live nor the transport service that arranges for the transportation company is liable to you for any damage to the Lot. Seller will be responsible for making the Lot available to the Buyer directly, or to a carrier arranged by Buyer directly or with the assistance of duPont REGISTRY Live. The Buyer should put insurance in place for the Lot immediately after Buyer has been notified that it is the winning Bidder in auction, and Buyer bears the risk of loss from and after the auction’s closure. The Buyer is responsible for picking up the Lot and transporting it away from the Seller's location within 7 business days after the payment of the amounts due for the auction sale, which must be no more than [3] business days after the auction’s closure.
Non-Payment by Buyer. In the event of non-payment by you within [3] business days of the auction’s closure, duPont REGISTRY Live will use reasonable efforts to enforce your payment obligations, up to and including automatically charging of any credit card you may have on file with us. If you do not pay the amount due within such [3]-day period, duPont REGISTRY Live may cancel the sale, and take actions to enforce your payment obligations. At the same time, without limiting duPont REGISTRY Live’s remedies against you, it may re-auction the Lot in question as a means to mitigate its damages. In addition, as a measure of liquidated damages, you will owe duPont REGISTRY Live a fee for damages incurred by duPont REGISTRY Live as a result of your non-payment, with such fee being the sum of: (i) the costs and expenses (including, without limitation, internal and external legal fees and expenses) incurred by duPont REGISTRY Live up to that point in pursuing it remedies arising out of your failure to close the transaction; and (ii) 7.5% of your final bid amount (with such 7.5% amount being capped at $50,000). Without limiting the foregoing rights and remedies, duPont REGISTRY Live may at any time after a Buyer’s default rescind the sale and re-auction the Vehicle, without limiting its right to recover damages from you.
Reserves; Auctioneer Role. A Lot not marked as “no reserve” (or similar) are subject to a reserve set by the Seller. When a Lot is sold subject to a reserve, the Auctioneer may bid on the Seller’s behalf up to and including an amount not to exceed the amount of the reserve, without indicating to Bidders or Seller that they are doing so, either by placing an opening bid, consecutive bids or bids in response to other Bidders. If duPont REGISTRY Live contributes to the Hammer Price to meet a reserve, the reserve for the respective Lot becomes the Hammer Price plus duPont REGISTRY Live’s contribution for purposes of commissions. The auction of each Lot will be conducted by duPont REGISTRY Live’s on-site or online representative (the “Auctioneer”), who will solicit and accept bids aided by other personnel as determined by duPont REGISTRY Live. duPont REGISTRY Live and its Auctioneer will have sole and absolute discretion with regard to the Lot as to: (a) whether to accept or reject bids in any amount; (b) whether and in what amount to place bids on behalf of Seller up to and including the Lot’s reserve, if the Lot is offered subject to a reserve; (c) move the bidding backwards or forwards in any way they may decide, or change the order of the lots; (d) the conduct of the auction (including bid increments, use of a bid display or currency converter, whether to restart the auction of the Lot in whole or in part for any reason (including, without limitation, reopening or continuing the bidding even after the hammer has fallen), whether to withdraw the Lot from auction for any reason or cancel the auction, whether to divide any Lot and/or combine any 2 or more Lots and settling any disputes regarding bidding on the Lot); (e) recognition of any sale to Bidder at the auction or whether the Lot has instead been “passed” for sale at the end of its auction; (f) in the case of error or dispute related to bidding and whether during or after the auction, continue the bidding, determine the successful bidder, cancel the sale of the Lot or reoffer and resell any Lot and take such other action as the Auctioneer may reasonably deem appropriate; and (g) whether to rescind or terminate the sale of any Lot if duPont REGISTRY Live determines in its sole and absolute discretion that it cannot complete the transaction for any reason, in which case duPont REGISTRY Live shall (other than if the sale is being terminated due to Buyer’s default) refund any payment by Bidder that has not yet been transferred to Seller, as well as any Buyer’s Premium paid to duPont REGISTRY Live in full satisfaction of duPont REGISTRY Live’s obligations, and Bidder shall have no further remedy of any kind against duPont REGISTRY Live notwithstanding anything to the contrary in these Terms. The Auctioneer’s determination in resolving these matters shall be in its sole and absolute discretion and final and binding on all parties. Bidder agrees that duPont REGISTRY Live shall have no liability whatsoever to Bidder or any other party for the exercise of any of the foregoing rights, or for any errors in the execution or failure to execute any bid in any medium, including bids submitted online, over the phone, or via absentee bid, regardless of any circumstances.
PART 2: CONDITIONS OF BUSINESS APPLICABLE TO ALL PERSONS
Currency. All auctions and transactions on the site are listed in and are payable in U.S. Dollars.
No Warranty. All parties acknowledge and agree that online services such as the auction site may be subject to errors, inaccuracies, interruptions and disruptions and duPont REGISTRY Live makes no warranties that the site will be available or function in real time, or be navigable at all times. The site is made available to all users on an “As Is,” “Where Is” basis, with no warranty of any kind.
duPont REGISTRY Live MAKE NO WARRANTIES OR REPRESENTATIONS REGARDING THE SITE OR ANY LOT(S) OFFERED AT AUCTION AND SPECIFICALLY DISCLAIMS ALL WARRANTIES OR MERCHANTABILITY OR FITNESS FOR A SPECIFIC PURPOSE. DUPONT REGISTRY LIVE WARNS BIDDERS OF THE RISK OF INACCURACIES IN RELEVANT INFORMATION FOR EACH LOT AND THUS STRONGLY ENCOURAGES BIDDERS TO PERFORM THEIR OWN INVESTIGATION, INSPECTION AND OTHER DUE DILIGENCE ON EACH VEHICLE.
Information; Data Sharing. duPont REGISTRY Live retains the services of third parties to perform inspection, credit check and title processing services. All persons consent to the sharing of their personal information with these third parties and agree to allow duPont REGISTRY Live to use their personal information in accordance with duPont REGISTRY Live's privacy policy. All persons agree to provide all information and assistance reasonably requested by duPont REGISTRY Live to comply with duPont REGISTRY Live's' internal anti-money laundering process and to comply with any and all anti-money laundering laws and regulations.
Photography, Videography, and Illustrations: All photographs, videography, and illustrations commissioned by duPont REGISTRY Live for the Lot are the absolute property of duPont REGISTRY Live, and duPont REGISTRY Live shall have the absolute right to use the photographs, videography, and illustrations as duPont REGISTRY Live may deem fit from time to time.
Set-Off: If either the Bidder or the Seller owes duPont REGISTRY Live money from any transaction, whether as a result of a breach or otherwise, duPont REGISTRY Live may setoff or retain funds to satisfy the amount owed by the Bidder or the Seller, as the case may be.
Choice of Law. These Terms and all agreements between the parties shall be governed by the laws of the State of Florida, exclusive of its choice of laws principles.
Dispute Resolution; Binding Arbitration. All persons agree that they will first attempt to amicably resolve any disputes. If there is a dispute between a Seller and a Bidder, duPont REGISTRY Live will agree to use reasonable efforts to mediate the dispute and to facilitate a resolution. If a resolution can be reached, the parties agree to document the agreement, which will include the execution by each party of a full and final release of duPont REGISTRY Live.
PLEASE READ THE FOLLOWING ARBITRATION AGREEMENT CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS.
If the parties to the dispute cannot reach a resolution, all persons agree that the venue for any dispute resolution shall through binding arbitration. The parties shall proceed to arbitration in Miami-Dade County in the State of Florida, before one arbitrator and all proceedings shall be conducted in English. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures or pursuant to JAMS' Streamlined Arbitration Rules and Procedures. Judgment on the award may be entered in any court having jurisdiction. This clause shall not preclude the parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. In the event that either party brings action against the other, arising from or relating to these Terms or any transaction or dispute involving duPont REGISTRY Live, the prevailing party(ies), as determined by the arbitrator or court, shall be entitled to recover its reasonable and documented attorneys' fees and costs, including through appeals.
Class Action Waiver. YOU AGREE THAT BY ENTERING INTO THIS AGREEMENT, YOU AND duPont REGISTRY Live ARE EACH WAIVING THE RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION. YOU AND duPont REGISTRY Live AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. ANY ARBITRATION WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED.
Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, ALL PERSONS AGREE THAT THE MAXIMUM LIABILITY OF duPont REGISTRY Live ARISING OUT OF OR RELATED TO THESE TERMS OR ANY CLAIM OR DISPUTE BETWEEN THE PARTIES REGARDING THE LOT(S) OR ANY AUCTION SHALL BE LIMITED TO THE FEES ACTUALLY RECEIVED BY duPont REGISTRY Live FOR THE SPECIFIC AUCTION AT ISSUE.
Limitation on Damages. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THESE TERMS OR ELSEWHERE, EXPRESSED OR IMPLIED, duPont REGISTRY Live SHALL NOT BE LIABLE TO ANY PERSON, INCLUDING THE SELLER OR THE BIDDER, WHETHER IN CONTRACT OR OTHERWISE, FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGE, AND WHETHER CONSIDERED DIRECT OR INDIRECT, LOSS OF REVENUE, LOSS OF PROFIT, LOSS OF ANTICIPATED PROFIT, LOSS OF USE, LOSS OF PRODUCTION, LOSS OF PRODUCT, LOSS OF PRODUCTIVITY, LOSS OF CONTRACT, OR LOSS OF BUSINESS OPPORTUNITY ARISING FROM OR RELATING TO THESE TERMS OR ANY AGREEMENT.
Force Majeure. A “Force Majeure Event” means any act or event that renders a party, wholly or partially, unable to perform its obligations under the Agreement or delays such affected party's ability to do so, when such act or event (i) is beyond the reasonable control of the affected party; (ii) is not due to the fault or negligence of the affected party; and (iii) could not have been avoided by the affected party by the exercise of reasonable diligence. duPont REGISTRY Live shall not be responsible to any other person for any delay or failure to fulfil any obligation under this Agreement or for any expense, cost, loss or damage caused if such delay, non-performance, expense, cost, loss or damage has been caused or contributed by any Force Majeure Event. In no way shall this provision excuse Buyer from consummating a transaction and paying all amounts due to Seller and duPont REGISTRY Live as set forth herein.
Entire Agreement: These Terms and the remainder of the agreements that are entered into and executed between duPont REGISTRY Live and any other person constitute the entire agreement between the parties (including any respective predecessor-in-interest) and supersede all other agreements, promises, statements, representations, warranties, proposals, discussions, and correspondence, whether oral or written and regardless of when made, and shall be binding upon all parties and their respective heirs, personal representatives, and assigns. These Terms shall not be modified, except in writing signed (including electronic signature) by all persons affected. Whenever used in these Terms, as the context may require, the singular number shall include the plural, the plural number shall include the singular, the masculine gender shall include the feminine and neuter, the feminine gender shall include the masculine and neuter, and the neuter gender shall include the masculine and feminine. duPont REGISTRY Live reserves the right to amend, modify, change or restate these Terms, in whole or in part, at any time in its sole and absolute discretion.