Terms & Conditions
A. GENERAL TERMS & CONDITIONS
Welcome to www.ActionAssets.com (the "Site"). These are the terms and conditions ("Terms and Conditions") applicable to the services (the "Services") provided on, and the use of, the Site.
By accessing the Site, using the Services or by registering as either a buyer or a seller (a "Participant") regardless of your physical location, you agree that: (1) you have read these Terms and Conditions; (2) you understand these Terms and Conditions; and (3) you are bound by these Terms and Conditions in your use of the Services and the Site.
The Services provided on the Site enable Participants, amongst other things, to:
These Terms and Conditions refer to Online Transactions, Webcast Transactions, Negotiated Transactions and Exchanges collectively as "Online Transactions".
These Terms and Conditions, together with (i) any additional terms and conditions specific to a particular Online Transaction, which are incorporated herein by reference and can be found through one or more links for the Online Transaction in question or (ii) the terms and conditions governing posting to the Exchanges ("Exchange Terms and Conditions") which are incorporated herein by reference and can be found at www.ActionAssets.com, constitute the entire agreement between Action Assets and the Participant regarding its subject matter and supersede and replace any and all prior or contemporaneous agreements between the parties regarding such subject matter and all other conditions whether express or implied at common law or by statute as are capable of lawful exclusion are hereby excluded. Nothing in this clause shall limit or exclude liability for fraudulent misrepresentation. In the event of any conflict between these Terms and Conditions and the Exchange Terms and Conditions, the Exchange Terms and Conditions shall prevail.
3. Data Protection and Corporate Information
Participants undertake that information concerning other Participants and their employees, contractors or agents obtained through the Site shall not be used for sending unsolicited commercial messages or for any other purpose other than participation in Online Transactions or use of the Site.
Participants also agree that they will only use such information in accordance with applicable laws and regulations, including, without limitation, data protection and privacy laws.
4. Use of Participant Information on the Site
To enable the Site to use information provided by the Participant, the Participants grant Action Assets on registration a non-exclusive, world-wide, perpetual, irrevocable, royalty-free, sublicensable (through multiple tiers) license to exercise the copyright, trade mark and database rights the Participant has in any information provided and to do so in any media form whether now known or not currently known in order to provide the Services.
Any price indicated on the Site or agreed in an Online Transaction is stated exclusive of tax or any other applicable sales tax.
6. Third Party Rights
A person who is not a party to these Terms and Conditions has no right to enforce any term of these Terms and Conditions.
Each Participant agrees to indemnify and hold Action Assets, its parent companies, subsidiaries and affiliates and their respective officers, directors, agents, partners and employees (the "Action Assets Parties") harmless from and against any and all losses, demands, claims, damages, costs and expenses (including consequential losses or loss of profit, legal costs and expenses and value added taxes or equivalent or similar taxes thereon) and liabilities suffered or incurred directly or indirectly by the Action Assets Parties arising from or related to:
Any notice given under these Terms and Conditions shall be in writing and in English and shall be served by hand delivering it or sending it by prepaid mail or overnight delivery to: Vehicle Asset Sales, Inc. dba Action Assets (“Action Assets”), 250 SE 5th Ave, Delray Beach, FL 33483 or to such other address as Action Assets may notify from time to time. Any such notice shall be deemed to have been received at the time of delivery.
Provided that if deemed receipt occurs before 9:00 AM on a Business Day the notice shall be deemed to have been received at 9:00 AM on that day, and if deemed receipt occurs after 5:00 PM on a Business Day or on any day that is not a Business Day, the notice shall be deemed to have been received at 9:00 AM on the next Business Day. For the purpose of this clause, "Business Day" means any day which is not a Saturday and Sunday or a public holiday in Florida and reference to any time shall be to Eastern Standard time.
9. Force Majeure
Action Assets will not be liable for any delay or failure to comply with its obligations under these Terms and Conditions if such delay or failure results from circumstances beyond its control.
10. Use of the Site and Services
Action Assets grants a limited, non-transferable licence to each Participant to access and make use of the Site for the purposes of the Participant using, or evaluating the Site and the Services in accordance with these Terms and Conditions but not to download (other than page caching) or modify the Site, or any portion of the Site. This licence expressly excludes, without limitation: any resale or commercial use of the Site and the Services; modifying, distributing, copying, republishing or making any derivative use of the Site or the Services; the collection and use of other Participants' e-mail addresses or other information or listing, or any data extraction or data mining whatsoever. Notwithstanding the provisions of this clause, the Participants shall be entitled to download documents and forms including Notices to Purchasers and/or sales brochures for their own internal use.
Participants must not use the Site or Services in any way that causes, or is likely to cause, the Site or Services to be interrupted, damaged or impaired.
Participants are responsible for all communications and content sent from their systems to Action Assets or, where applicable, and must use the Site for lawful purposes only.
Participants are expressly forbidden from any form of offer manipulation, including collusion or making an offer on lots that they themselves or a party affiliated with them are selling in an Online Transaction or Exchange. Buyers may not bid under a false name or as agent for a person who would itself be prohibited by these Terms and Conditions or by the terms and conditions governing the specific Online Exchange in question from placing a bid on a particular lot.
Action Assets does not guarantee continuous, uninterrupted or secure access to the Site. The Site and Services are provided "as is" and "as and when available", and, to the extent permissible by law, Action Assets excludes all implied warranties, conditions or other terms, whether implied by statute or otherwise, including without limitation any terms as to skill and care or timeliness of performance. Action Assets may change, modify, amend, suspend or discontinue any aspect of the Site or the Services at any time without notice and Action Assets reserves the right to impose restrictions on certain features of the Site or the Services at any time without notice.
In case of interruption to or suspension of access to the Site or the Services, the Participants' only remedy will be for Action Assets, in its absolute discretion, to extend the time limit of an offer or an Online Transaction for an appropriate period. Participants' access to the Site may be occasionally suspended or restricted to allow for repairs, maintenance, or the introduction of new facilities or Services. Action Assets will use reasonable endeavors to limit the frequency and duration of any such suspension or restriction.
Participants must take all reasonable steps to minimize loss or damages when accessing the Site, including implementing prudent security and back-up features.
In addition to the other obligations set out in these Terms and Conditions, each buyer acknowledges and agrees that by placing an offer or making an offer in another Online Transaction, it represents, warrants and undertakes that it has the authority and capacity to enter or make such offer and close the transaction and that any offer that it makes constitutes an irrevocable offer to buy the lot in question for the full amount of the offer.
The Services and the Site may provide links to the websites or services of others, including shipping, rigging and other services ("Third Party Providers"). Links to such Third Party Providers or any explanation or statement regarding those Third Party Providers do not constitute an endorsement or guarantee by Action Assets of such Third Party Providers or the services, products, content, material or information presented, made available or provided by such Third Party Providers. Each Participant acknowledges and agrees that Action Assets is not responsible for any damages or losses caused or alleged to have been caused by the use of any services provided by any Third Party Provider or any products, content, material or information presented, made available or provided by any Third Party Provider.
Action Assets shall not be liable, in contract, tort (including negligence) or for breach of statutory duty or in any other way for:
arising out of or in connection with the use by, or the inability of the Participant to use the Site or the Services, or any other matter under these Terms and Conditions.
The aggregate liability of Action Assets in respect of any other loss or damage suffered by a Participant and arising out of or in connection with these Terms and Conditions or arising out of or in any way connected with the sale or purported sale of any goods on the Site, whether in contract, tort (including negligence) or for breach of statutory duty or in any other way, shall not exceed the amount of in the case of a buyer in an Online Transaction, the amount of the purchase price paid by the buyer in respect of the goods which are the subject of the claim.
These Terms and Conditions may be amended at any time by Action Assets in its sole discretion. Such amendment will be posted on the Site and will become effective immediately. Participants are encouraged periodically to review these Terms and Conditions posted on the Site. Use of the Services and the Site constitutes acceptance of these Terms and Conditions, including any amendments.
Should any single provision of these Terms and Conditions be or become fully or partially invalid, illegal or unenforceable, the remainder of these Terms and Conditions shall continue in full force and effect.
Failure or neglect by Action Assets to enforce at any time any of the terms hereof will not be construed nor will it be deemed to be a waiver of Action Assets rights hereunder nor in any way affect the validity of the whole or any part of these Terms and Conditions nor prejudice Action Assets rights to take subsequent action.
Participants shall not without the prior written consent of Action Assets assign, sub-license or deal in any other manner with these Terms and Conditions or any right under these Terms and Conditions.
Participants and Action Assets are independent contractors and no agency, partnership, joint venture, employment or franchise relationship is intended or created by these Terms and Conditions.
Action Assets may, in its discretion, charge a buyer's premium ("Buyer's Premium") or other service charge on assets sold (including any applicable value added tax or the equivalent or similar sales taxes in the relevant jurisdiction at the current rate). All such charges will be indicated on the relevant transaction documentation. If charged, the Buyer's Premium shall be collected directly from each successful buyer, in addition to the agreed upon purchase price.
In addition, Action Assets reserves the right to charge a non-refundable registration fee for its own account to buyers who bid electronically . All references to Buyer's Premium in this paragraph shall include this registration fee.
13. Choice of Law and Venue
ALL DISPUTES RELATING TO THESE TERMS AND CONDITIONS BETWEEN PARTICIPANTS AND ACTION ASSETS SHALL BE EXCLUSIVELY GOVERNED BY AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF FLORIDA.
PARTICIPANTS AND ACTION ASSETS HEREBY IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE FLORIDA STATE COURTS OVER ANY CLAIMS, DISPUTE OR MATTER ARISING UNDER OR IN CONNECTION WITH THESE TERMS AND CONDITIONS OR THEIR ENFORCEABILITY. EACH PARTICIPANT ACKNOWLEDGES THAT ACTION ASSETS WOULD NOT PERMIT THE PARTICIPANT TO REGISTER AS A BUYER OR SELLER IF THE TERMS OF THIS CLAUSE 13 WERE NOT VALID, BINDING AND ENFORCEABLE.
Participants irrevocably consent to any process in any legal action or proceedings arising out of or in connection with these Terms and Conditions or its enforceability being served in accordance with the provisions of these Terms and Conditions relating to the service of notices. Nothing contained in these Terms and Conditions shall affect the right to serve process in any other manner permitted by the laws of the country in which service is to be effected.
These Terms and Conditions are drawn up in the English language. If these Terms and Conditions are translated into another language, the English language text prevails.
Action Assets may, in its sole discretion, terminate these Terms and Conditions with respect to a Participant (without prejudice to its other rights and remedies) and may deny access to the Services immediately without notice for any breach of these Terms and Conditions by that Participant without any liability for Action Assets except in case of past transactions already completed.
15. Role of Action Assets
If you are using the Services as a buyer in an Online Transaction, you are contracting with the relevant Seller named in the relevant Transaction.