Terms and Conditions.

Welcome to Trade X, the worlds first and largest two-sided global B2B automotive trading Platform, connecting buyers and sellers in an end-to-end service solution. By agreeing to utilize Trade X’s application and services, whether at a Trade X property or online, you agree, for yourself, your company, your dealership, and your representatives (collectively “you”, to abide by the following terms and conditions, as amended from time to time by Trade X;

1. Definitions
  • ACH Authorization
    Refers to an authorization for Trade X to debit directly from the Customer’s checking or saving account for the purpose of bill payment.
  • Anti-Money Laundering (“AML”)
    Refers to the set of laws, regulations, and procedures Trade X implements to prevent disguising illegally obtained funds as legitimate income.
  • Buyer
    Refers to a Customer who offers to bid, offers to purchase or purchases a Vehicle or other asset by use of the Trade X Platform.
  • Customer
    Refers to any person or business using or accessing the Trade X Platform. All users must be authorized users of Trade X or an authorized delegate of the authorized user (i.e. employee of an authorized user)
  • Fees
    Refers to charges applied to Customer accounts for use of, and access to, the Trade X Platform and for services rendered by Trade X in relation to the buying and selling of Vehicles. You agree that Trade X may deduct fees and any other amounts owing from any amounts payable to you including sale proceeds.
  • KYC
    Refers to Know Your Client standards with respect to the process of a business verifying the identity of its clients and assessing potential risks of illegal intentions of the business relationship.
  • Seller
    Refers to a Customer who offers a Vehicle for sale or who sells a Vehicle on the Trade X Platform.
  • Service Agreement
    Refers to an agreement between Buyer and Seller outlining the amount to be paid by the Buyer for the MSRP of the Vehicle.
  • Services
    Refers to the tools and Services provided by Trade X to facilitate the sale of Vehicles, including any associated products and services provided to its Customers.
  • Terms of Use
    Refers to these Terms and Conditions, the Privacy Policy, the Cookie Policy, and all other policies posted on the Trade X website and any and all changes and additions as required from time to time.
  • Pre-Authorized Debit Agreement (“PAD Agreement”)
    Refers to the agreement between Trade X and Customer authorizing Trade X to arrange for funds to be debited from Customer accounts, for the purposes of settling payments arising from use of the Platform.
  • Platform
    Refers to the Trade X online and all of Trade X’s associated products and services.
  • Purchase Agreement
    Rrefers to an agreement between Buyer and Seller outlining the amount to be paid by the Buyer for the amount agreed upon over MSRP for the Vehicle.
  • Vehicle
    Refers to any automobile, truck or sport utility Vehicle listed on the Platform. Vehicle may also include, but is not limited to, recreational Vehicles, motorcycles, trailers, boats, and off-road sport Vehicles.
2. Scope of Application
  1. 2.1
    Trade X

    These Terms and Conditions shall benefit Trade X, a company incorporated in Malta, and its various subsidiaries and affiliates, including but not limited to certain Trade X properties (collectively “Trade X,” “we,” “our,” or “us”). These Terms and Conditions are in addition to, and not in lieu of, any more specific agreements you may have entered into or made with Trade X. To the extent that there is any conflict between these Terms and Conditions and other more specific agreements you have signed with Trade X, those other more specific agreements will control. Trade X may amend these terms any time by posting an amended version at its website www.tradexport.com, which shall become effective on the date in which it was posted. Time is of the essence with respect to all of your duties here under.

  2. 2.2
    Trade X Platform

    Trade X provides a Platform for Buyers and Sellers (“Customers”) to enter into Purchase Agreements and Services Agreements (“Agreements”). Trade X is not and will not become a contracting party to any Agreements. The responsibility for completion of such transactions rest solely on the Buyer and Seller. Trade X reserves the right to suspend or remove any delinquent Buyers or Sellers from the Platform.

3. User Guidelines
  1. 3.1
    Accuracy of Information

    By agreeing to utilize Trade X, you certify and agree that all registration and representative information you have provided us, via Trade X application and otherwise is true, correct, and complete, and you will promptly notify us in writing, via Trade X application, if there is any change to the information you have provided. You further understand that you are solely responsible for undertaking your own due diligence with respect to other registered Parties on the Trade X Platform.

  2. 3.2
    Username and Password

    Every Customer must choose a username and password and it is the user’s sole responsibility to protect his/her credentials. Sharing or lending your credentials is prohibited and in violation of Trade X’s Terms of Use. Customers are responsible and liable for all activities conducted under the use of their username and password. Unauthorized use or your username and password must be reported to Trade X immediately.

  3. 3.3
    Compliance

    Every Customer must comply with all applicable legislation with respect to their buying and selling activities on the Trade X Platform. Trade X reserves the right to suspend and remove any delinquent Buyers and Sellers from the Trade X Platform or breaches any part of these Terms and Conditions thereof.

  4. 3.4
    Reputational Scoring

    By using the Platform, both Parties agree to their participation in the reputational scoring system and the full disclosure thereof.

  5. 3.5
    Fairness and Courtesy

    By agreeing to utilize Trade X, you agree to behave in a fair, ethical, courteous, and civil manner in your interactions both with Trade X, Trade X personnel, and other Customers of Trade X while using any of Trade X services. Should any issues or concerns with behaviour of Trade X personnel or other users of Trade X arise that cannot be resolved expeditiously and civilly on its own, you agree to raise those issues discreetly with our management.

  6. 3.6
    Authorized User Only

    The Customer may only be permitted to register on the Platform if they can prove with verifiable documentation that they are a licensed vehicle exporter and/or importer in good standing in their home jurisdiction. Customers are explicitly prohibited from allowing straw purchasers, agents or nominees to utilize their profile in order to buy and sell vehicles on the Platform. Sharing or lending your credentials is prohibited and in violation of Trade X’s Terms of Use. Trade X reserves the right to suspend and remove any Customer for breach of any part of these Terms and Conditions thereof. Trade X reserves the right to limit or deny the use of the Platform for users that do not comply with this licensing requirement.

  7. 3.7
    KYC Requirement

    All Parties shall be required to undertake industry standard KYC requirements and adhere to the Trade X Anti-Bribery and Money Laundering policy in accordance with global industry standards. If a Party is unable to 4 provide verifiable KYC documentation, Trade X may refuse to grant access on the Trade X Platform.

  8. 3.8
    Limitation of Liability

    The Customer agrees that Trade X will not be held liable for loss of profits or for any claim against the Buyer or Seller or any third party. Trade X will not be held responsible for any claims arising from the purchase or sale of Vehicles on the Platform. The Customer agrees to indemnify and hold Trade X harmless from, and against, any and all liabilities, damages, losses, expenses, demands, claims or suits. Trade X is a software service provider and is not a party to transactions conducted on the Platform between Buyers and Sellers. Trade X does not own or take title to Vehicles listed on sold on the Platform unless otherwise stated.

  9. 3.9
    Outside Service Provider

    In the event that either Party uses the services of any outside service provider that is accessible through the Platform, Trade X does not assume any responsibility or liability thereof.

  10. 3.10
    Offer to Purchase

    A Buyer may offer on a Vehicle that is listed on the Trade X Platform by entering the dollar amount that he/she wishes to offer. Once an offer is submitted, it cannot be withdrawn. All offers are final and binding. Trade X imposes a penalty for non-payment for a Vehicle after the user has offered on the Vehicle.

4.

Terms of Sale

You agree to the following terms of sale for each Vehicle you purchase or sellthrough TRADE X:

  1. 4.1

    Buyer is the transferee and agrees to purchase the Vehicle; Seller is the transferor and agrees to sell the Vehicle. Trade X acts as the facilitator of the transaction and expressly disclaims any and all express and/or implied warranties as to merchantability, fitness for a particular purpose, and any other matter whatsoever with respect to a Vehicle. Customer acknowledges and agrees to be a sophisticated buyer and agrees to satisfy themselves of the particulars of the Vehicle intend to deal in prior to buying or selling. Customer further agrees to look to the counterparty (Buyer or Seller as applicable) in such a transaction, and not Trade X, for any legal claims.

  2. 4.2

    Any adjustments or rejections must be raised the day of the sale and resolved prior to settlement. Deposits must be paid on the day of purchase, unless otherwise stated, or the sale may be considered null and void at Trade X’s discretion.

  3. 4.3

    Vehicles shall be removed from Trade X premises no later than three (3) business days following the day of the sale, and thereafter, Trade X may charge a 5 reasonable daily storage fee of up to USD $50.00 per day should any Vehicle be left on Trade X’s premises.

  4. 4.4

    Vehicles will not be released to the Buyer until good funds are received. Buyer grants Trade X a security interest in each Vehicle to secure payment of the purchase price outlined in the Services Agreement and Purchase Agreement and any other debt owing from Buyer to Trade X or its affiliates.

  5. 4.5
    Buyer Agrees:
    1. 4.5.1

      To purchase the applicable Vehicle for the purchase price agreed upon and reflected in the Services Agreement and Purchase Agreement;

    2. 4.5.2

      That before settling for such Vehicle, to check admissibility andimport guidelines and restrictions pertaining to that Vehicle and the intended port of call;

    3. 4.5.3

      To not resell such Vehicle until good funds have been transmitted to Trade X;

    4. 4.5.4

      That upon making settlement, regardless of payment method, to consider the sale a fully consummated cash transaction for present consideration.

    5. 4.5.5

      That any stop payment order for payment methods, leaving the Vehicle intended for purchase unpaid shall be deemed to be evidence of fraud existing at the time of payment and shall be construed as an intent to defraud in order to obtain the Vehicle and/or its title/ownership.

    6. 4.5.6

      To make any claim of defects in such Vehicle with Seller, who shall be solely responsible for those claims, and to immediately notify Trade X of such claims pursuant to its policies.

    7. 4.5.7

      That completion of transaction means that the funds have been released to the Seller and the Vehicle has been delivered to the Buyer.

  6. 4.6

    Seller represents and promises that Seller is the true and lawful owner of the Vehicle being sold; that the Vehicle is free from all liens and encumbrances; that Seller has good right and full power and authority to sell and transfer title to the Vehicle; and that Seller will warrant and defend the Vehicle against the claims and demands of all persons whomsoever.

  7. 4.7

    Upon payment to Seller, Trade X shall be subrogated to all of Sellers and Buyers respective rights, and Seller and Buyer agree to promptly take any action or sign any document deemed necessary, in Trade X’s sole discretion upon Trade X’s request, to secure such rights and do nothing to prejudice them.

5. Conclusion of the Contract
  1. 5.1

    The listings displayed on the Platform do not constitute a binding offer to enter into an Agreement. They merely represent non-binding invitation to submit a binding offer to the Seller.

  2. 5.2

    An Agreement for the purchase of a Vehicle shall be concluded only when the Seller accepts the offer of the Buyer in writing. Acceptance may be permitted via electronic communication.

  3. 5.3

    In the event that one of the Parties fails to comply with the terms of the Agreement, both Trade X and the other party reserve the right to withdrawal as set out below in Section 6.

6. Buyer Withdrawal Right
  1. 6.1

    In the event that the Vehicle is not identical to the (1) specification; and (2) quality as specified in the Vehicle Condition Report, the Buyer may, at their sole and absolute discretion, withdraw from the Purchase Agreement.

  2. 6.2

    In the event of Withdrawal, the Customer may receive its deposit refunded in certain circumstances.

7. Vehicle Disclosure
  1. 7.1
    Disclaimers and Indemnification

    You agree that Trade X is neither responsible for odometer mileage on any Vehicle nor for the information contained in the odometer mileage statement, which Seller, as Transferor, is required to complete and deliver, and Buyer, as Transferee, is required to acknowledge. You also agree that all representations or disclosures concerning any Vehicle are solely the responsibility of Seller, whether made before the sale, or otherwise.

  2. 7.2
    Vehicle Identification Number

    All Vehicles offered on the Platform must have a visible, intact and properly affixed public VIN plate or a replacement VIN plate in accordance with Provincial and Federal/State and local regulatory requirements. If a VIN has been replaced the Seller must provide disclosure to that effect.

  3. 7.3
    Odometer Mileage

    Seller acknowledges responsibility for completion and execution of the required odometer mileage statement pertaining to any Vehicle on the Purchase Agreement for such Vehicle and/or on the certificate of title for such Vehicle.

  4. 7.4
    Vehicle History Report

    Trade X uses third party vehicle history report integration for Sellers with respect to previously owned Vehicles. Sellers are bound to disclose all material facts about previously owned Vehicles being offered for sale. In the case that the aforementioned Vehicle history report contains error as to the true state of the Vehicle, the Buyer and Seller agree that 7 all claims will be directed to the supplier of the report and not Trade X.

  5. 7.5
    Seller Content

    The Seller is solely responsible for all content it posts on the Trade X Platform and Trade X shall not be held responsible for liability to any Customer or third party for damages of costs resulting from such content. Trade X reserves the right to modify, refuse or remove any and all Seller content as its sole and absolute discretion. The Seller represents that all Seller content is accurate and truthful and in compliance with applicable governing law.

  6. 7.6
    Warranties

    Trade X will not be liable to either the Buyer or Seller for any defects of any Vehicle. Trade X does not make any guarantees or warranties with respect to the condition of any Vehicle offered for sale on the Platform.

  7. 7.7
    Investigations

    By conducting business on the Platform, you, as the Customer, authorize Trade X to comply with authorities requests for information and/or documents concerning you and your business if, and when, reasonable requests arise from such authorities.

  8. 7.8
    Sale Cancellation

    Trade X may, in its sole and absolute discretion, cancel any sale transacted on the Trade X Platform. Reasons for cancellation include, but are not limited to, errors or omissions in Vehicle descriptions or disclosures, pricing errors, title problems or any other matter deemed to be relevant by Trade X personnel.

  9. 7.9
    Transportation of Vehicles

    We may, from time to time at our discretion, transport or arrange via third parties to transport vehicles belonging to you at your request and/or as deemed necessary or desirable by us. In such cases, we are not liable for theft, conversion, loss, injuries, damage, claims, expenses (including legal fees), suits, or demands related to such vehicles (collectively, “Transportation Claims”), howsoever caused and to whomever caused. Such vehicles are being transported for you and at your request, and you assume all risks associated with the transportation of your vehicles. You further acknowledge and agree that your only claim or remedy for Transportation Claims, if any, shall be to and against the third-party carrier, its insurer, your own insurer, or the third-party that caused the alleged damage, and not to, against, or involving Trade X.

8. Insurance Requirements
  1. 8.1
    Liability and Risk

    Trade X holds a valid insurance policy for all Vehicles contained within a certified Trade X facility. For clarity, Trade X does not have nor does it provide insurance coverage for any Vehicles in transit to and from a Trade X facility.

  2. 8.2
    Transport Insurance

    Transport insurance is the sole responsibility of the Buyer. If the Vehicle is damaged in transport it is the sole responsibility of the Buyer and 8 the transport company. Trade X will not be held liable in any way for any damage to a Vehicle incurred while being transported.nvolving Trade X.

9. Payment Terms
  1. 9.1
    Collection of Funds

    Payments for goods and services must be made by the registered Customer purchasing those goods and services or designated agent or pre-established direct floor planner on that Customer’s behalf. Any agent of preestablished direct floor planner must be duly authorized in writing by the Customer. Tradex reserves the right to retain the discretion to make appropriate exceptions. Tradex reserves the right, in its sole discretion, to change the forms and types of payment that are accepted by Trade X.

  2. 9.2
    Late Fees

    In addition to any other rights held by Trade X, Customers agree to pay a late fee of one percent (1%) on any unpaid obligations to Trade X. Trade X may waive the fee in its sole discretion.

  3. 9.3
    ACH Authorization

    You agree that, if you designate a bank account for payment of amounts owing to Trade X, including, but not limited to, by adding a bank account to your online profile, Trade X may use such account information to initiate an ACH debit to your bank account for such amounts owed. Additionally, you agree that, if any ACH debit we initiate to your bank account must comply with applicable law and NACHA Operating Rules. This authorization is in addition to, and does not terminate, any other authorization for electronic or ACH payments that Trade X have on file or that you provide Trade X in the future.

  4. 9.4
    Deduction of Fees

    Customer agrees that any amounts owing to Trade X may be deducted from any proceeds due to you and that Trade X may stop payment or refuse to authorize payment on any funding to you pursuant to this right of setoff. Trade X may hold any of your property in Trade X’s possession for a reasonable period of time pending any odometer fraud, VIN-switch, or similar investigation.

  5. 9.5
    Electronic Approval and Signatures

    You acknowledge and agree that Trade X may, from time to time, find it expedient to utilize electronic signature(s), acknowledgment(s), consent(s), “click-through(s),” or other approval(s), direct or indirect, for access to sales, bills of sale, receipts, titles, and other documents or disclosures necessary or incidental to the transaction of business at Trade X, whether online, in email, or otherwise, which makes your business with us easier, faster and more efficient. You agree that any such forms of approval from you shall be effective and binding upon you, in the same manner as a handwritten signature, where circumstances indicate your intent to be bound and/or we choose to rely on such approval(s). Regardless of whether your consent or approval was given, or in what form, you agree that you will be deemed to have ratified any transaction that you do not dispute in writing within 24 hours of confirmation by Trade X. Customers authorize Trade X to capture, store and apply digital or electronic signatures to sales agreements and other such related documents and instruments.

10. PAD Agreement
  1. 10.1
    Customers Agreement

    Customers accept that Trade X will inform their financial institution as to the amount and timing of payments debited from the Customer account, in accordance with the PAD Agreement. The PAD Agreement provides ongoing authorization for Trade X to debit and credit Customer bank accounts to settle future agreed upon transactions.

  2. 10.2
    Business Day

    If the transaction is to occur outside of North American banking hours, Trade X may direct Customer financial institutions to debit accounts on the following business day. Therefore, Customers waive their right to receive advance notification of the debit payment prior to the debit day.

  3. 10.3
    Customer Obligation

    Direct debiting may not be available on all accounts. Customers must ensure that any arrangement necessary for debits to occur on the requested account be arranged with financial institutions in advance. Customers agree to notify Trade X immediately is the account is transferred or closed. Customers hereby warrant and guarantee that all persons whose signatures are required on the account identified have duly authorized or executed the transaction.

  4. 10.4
    Non-Sufficient Funds

    Customers must ensure that sufficient funds are available in the connected accounts for transactions entered into on the Platform. If at any time, there are insufficient funds in the account provided to meet a debit payment request, a notification will be provided and a second debit attempt will be initiated on the following business day. If a debit is returned unpaid by a Customers financial institution, the Customer will be liable for any applicable fees charged by that financial institution.

  5. 10.5
    Recourse/Reimbursement

    The Customer retains the right of recourse if any Trade X debit does not comply with the PAD Agreement guidelines. To obtain more information on Customer rights of recourse, contact your financial institiution or visit the National Automated Clearing House Association website at www.nacha.org.

  6. 10.6
    Confidentiality

    Trade X takes various precautions to protect the privacy of any personal information provided and makes reasonable efforts to keep Customer information supplied in the Pre-Authorized Debit Agreement secure. Trade X ensures that all employed personnel will not perform any unauthorized transaction(s), conduct any modification(s), reproduction(s) or disclose any information in Trade X possession to the extent specifically required by law or for the purposes of this PAD Agreement and the Client Agreement. You agree that 10 Trade X may use any information provided to verify account information, this may include the use of third-party bank account verification providers.

11. Intellectual Property Rights
  1. 11.1

    Trade X is the owner of or licensee of all intellectual property rights in connection with the Trade X Platform. All content on the Trade X Platform is owned by Trade X and protected by copyright laws and treaties around the world. All such rights are reserved. You may not copy, reproduce, republish, download, post, broadcast, transmit, make available to the public or otherwise use any content except for the intended use.

12. Incoterms 2000
  1. 12.1

    Trade X will decide, at its sole and absolute discretion, the applicable shipping, title transfer, and delivery terms based on the delivery destination. Except for situations where DDU (incoterm 2000 version) may be used, any stated Incoterms on shipping documents or Order Acknowledgments will be in reference to the Incoterms 2020 version. Unless otherwise specified by Trade X or in the Trade X Agreement(s), title to Vehicles will transfer at the same time as the risk in the Vehicle transfers in accordance with the applicable Incoterm. Except for shipments covered by a negotiable marine bill of sale, Seller and Buyer agree that ownership of the contract goods will pass to the Buyer upon full payment of the agreed upon price to the Seller.

13. Anti-Corruption Laws
  1. 13.1

    In this Anti-Corruption Laws section of the Terms and Conditions, the term “Included Scope” means, both collectively and separately, the Agreement and the portions of the Sellers and Buyers respective businesses that are involved in it.

  2. 13.2

    In this Anti-Corruption Laws section of the Terms and Conditions “Anti-Corruption Laws” means, both collectively and separately, any anti-corruption, anti-bribery or similar governmental ethics and transparency laws that have particular jurisdiction or that govern the Included Scope in any general manner. Seller and Buyer are each responsible for determining the extent and applicability of Anti-Corruption Laws pertaining to each transaction entered into within the Platform.

  3. 13.3

    Seller and Buyer each warrant to the other that, with respect to the Included Scope, and as of entering and during the term of the Agreement(s), they will not violate and Anti-Corruption Laws.

  4. 13.4
    Seller and Buyer each warrant to the other that, with respect to the Included Scope, and as of entering and during the term of the Agreement(s), they will not 11 directly or indirectly make any offer, payment, promise to pay, or authorize payment, or offer a gift, promise to give, or authorize the gifting of anything of value to any Government Official or any other person while knowing or having reason to know that all or a portion of such money, gift or thing of value will be offered, paid or given, directly or indirectly, to a Government Official, for the purpose of;
    1. 13.4.1

      Influencing an act or decision of the Government Official in his or her official capacity;

    2. 13.4.2

      Inducing the Government Official to do or omit to do any act in violation of the lawful duty of such official;

    3. 13.4.3

      Securing an improper advantage; or

    4. 13.4.4

      Inducing the Government Official to use his influence to affect or influence any act or decision of government or instrumentality, in order to assist Intel or any of its affiliates in obtaining or retaining business.

  5. 13.5

    If Seller learns or comes to have reason to know of any payment or transfer (or any offer to promise to pay or transfer) in connection with the Included Scope that would violate Anti-Corruption Laws, it shall immediately disclose to the Buyer and Trade X personnel.

14. Final Provision
  1. 14.1

    Should one or several of the provisions in this Agreement be or become invalid, this shall not affect the validity of the remaining provisions.

  2. 14.2

    These Terms and Conditions shall be subject to the law of the Seller’s home jurisdiction, to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).

  3. 14.3

    Both Parties agree that these Terms and Conditions supersede any other previous contracts or relationships.

  4. 14.4

    Both Parties agree that Customers are bound by these Terms and Conditions pertaining to any and all transactions from the date in which the Customer began its use of the Platform.

  5. 14.5

    You hereby expressly authorize Trade X to communicate with you via any physical or electronic means in writing which may include but is not limited to email or certain social media applications such as WhatsApp, Telegram or WeChat.

  6. 14.6
    Understanding of Terms and Conditions

    You acknowledge and agree that you understand these Terms and Conditions written in English and that you have sought the help of an attorney and/or translator, as you deem necessary to understand it. The Parties hereto agree that this agreement, and all correspondence and all documentation relating to this agreement, be written in 12 the English language. Any translated version of these Terms and Conditions offered by Trade X is provided as a courtesy only, wit the English version being the binding version.

  7. 14.7
    Choice of Law and Forum

    All matters arising out of or related to this Agreement, including without limitation all matters connected with its performance, shall be construed, interpreted, applied and governed in all respects in accordance with the laws of Canada and the Province of Ontario, without reference to conflict of laws principles. All disputes and litigation arising out of or related to this Agreement, including without limitation matters connected with its performance, shall be subject to the exclusive jurisdiction of the courts of the Province of Ontario or of the Federal courts sitting therein. Each party hereby irrevocably submits to the personal jurisdiction of such courts and irrevocably waives all objections to such venue.

  8. 14.8
    UN Convention

    The provisions of the United Nations Convention of Contracts for the International Sale of Goods shall not apply to Trade X Agreements.

  9. 14.9
    Regular Service

    We aim to update the Trade X platform and any applicable sites on a regular basis, and may change the content and format at any time.

  10. 14.10
    Changes to Terms and Conditions

    We aim to update these Terms and Conditions on a regular basis and will notify you when we do so.

  11. 14.11

    You can download and print out the currently valid version of these Standard Terms and Conditions from our website at www.tradexport.com.