Terms and Conditions
Welcome to Trade X, the world’s 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;
- ACH AuthorizationRefers to an authorization for Trade X to debit directly from the Customer’s checking or saving account for the purpose of Fee, bill or penalty payments.
- Anti-Money LaunderingRefers to the set of laws, regulations, and procedures Trade X implements to prevent disguising illegally obtained funds as legitimate income.
- BuyerRefers to a Customer who offers to bid, offers to purchase or purchases a Vehicle or other asset by use of the Trade X Platform.
- CustomerRefers to Buyers and Sellers as well as 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).
- FeesRefers 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.
- KYCRefers 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.
- PlatformRefers to the Trade X online application and all of Trade X’s associated products and services.
- PAD AgreementRefers 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.
- Purchase AgreementRefers to an agreement between Buyer and Seller outlining the amount to be paid by the Buyer for the amount agreed upon for the Vehicle.
- SellerRefers to a Customer who offers a Vehicle for sale or who sells a Vehicle on the Trade X Platform.
- ServicesRefers to the Platform, tools and services provided by Trade X to facilitate the sale of Vehicles, including any associated products and services provided to its Customers.
- VehicleRefers 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.
- 2.1Trade 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 hereunder.
- 2.2Trade X Platform
Trade X provides a Platform for 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.
- 3.1Accuracy 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.
- 3.2Username and Password
- 3.4Reputational Scoring
By using the Platform, both Parties agree to their participation in the reputational scoring system and the full disclosure thereof.
- 3.5Fairness 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 their own, you agree to raise those issues discreetly with our management.
- 3.6Authorized User Only
- 3.7KYC Requirement
All Parties shall be required to undertake industry standard KYC requirements and adhere to the Trade X Anti-Bribery and Anti-Money Laundering policy in accordance with global industry standards. If a party is unable to provide verifiable KYC documentation, Trade X may refuse to grant or remove access to the Trade X Platform.
- 3.8Limitation 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.
- 3.9Outside 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.
- 3.10Offer 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. The sale price of a Vehicle sold from Canada to China cannot exceed the associated letter of credit value. 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, as described below.
You agree to the following terms of sale for each Vehicle you purchase or sell through Trade X:
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 subject Vehicle 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.
- 4.2Any 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 in Trade X’s sole discretion. Should Buyer fail to pay a deposit for any reason, including without limitation, NSF or declined credit card, Buyer will be charged an NSF fee of CDN$150 per declined transaction and Buyer is still obligated to fulfil the Purchase Agreement. Trade X will continue to attempt to collect the deposit up until the bond hold release date and if Buyer fails to pay the deposit or the remaining balance due within two (2) business days following the bond release date then:
Buyer will remain responsible for both the deposit and remaining balance owing in respect of such Vehicle;
Buyer will be blocked from purchasing any other Vehicles on the Platform;
All Vehicle titles will be held until all Buyer balances are settled;
Trade X will be entitled to sell the Vehicle (the “Second Sale”) and collect (i) a CDN$595 administration fee; (ii) two percent (2%) interest on the sale price as set out in the applicable Purchase Agreement; (iii) the deficit, if any, between the Second Sale price and the price as set out in the applicable Purchase Agreement; and (iv) the FX penalty plus 25 basis points.
Condition reports - Condition reports will be performed by an accredited third party inspection service. Trade X will only report on discrepancies found between the Seller's disclosure and the third party condition report. A Buyer will only be asked to accept a vehicle condition in the event there is a discrepancy between the Seller disclosure and the condition report.
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 daily storage fee of up to CAD $50.00 per day should any Vehicle be left on Trade X’s premises.
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, its affiliates, nominees and assigns. Trade X may hold any Vehicle in Trade X’s possession for a reasonable period of time pending any odometer fraud, VIN-switch, or similar investigation.
- 4.6Buyer Agrees:
To purchase the applicable Vehicle for the purchase price agreed upon and reflected in the Services Agreement and Purchase Agreement;
That before settling for such Vehicle, to check admissibility and import guidelines and restrictions pertaining to that Vehicle and the intended port of call;
To not resell such Vehicle until good funds for the purchase price, as well as all Fees owing, have been transmitted to Trade X;
That upon making settlement, regardless of payment method, to consider the sale a fully consummated cash transaction for present consideration;
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;
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;
That completion of transaction means that the funds have been released to the Seller and the Vehicle has been delivered to the Buyer;
That any recalls that occur after the bond release date are the responsibility of the Buyer;
Trade X has the right to change the pick-up address for the Buyer at any time.
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.
- 4.8Seller Agrees:
If the Seller fails to drop the Vehicle at Trade X warehouse or fails to make Vehicle accessible for pick up, Seller will be charged an administration fee equal to CDN$295 and the FX penalty plus 25 basis points;
If an inspection has been performed, the Seller will be charged CDN$150 for the inspection;
That Seller is responsible for clearing all recalls prior to delivering the Vehicle to the Trade X warehouse or making the Vehicle accessible for pick up. Seller must provide proof of completing recall work. Seller is responsible for all recalls on the Vehicle up until the bond release date. Any recalls that come up during the 30 day bond hold will be addressed by Trade X and billed to the Seller;
Seller is responsible for obtaining a conformance letter if required;
Seller will not be paid until Trade X has the Vehicle in its care and control and has received an original hard copy of the vehicle registration in the name of the Seller and signed over to “TX Ops Canada”.
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 to refrain from actions that could prejudice Trade X.
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.
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.
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.
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.
In the event of withdrawal, the Customer may receive its deposit refunded in certain circumstances, to be determined by Trade X in its sole discretion.
- 7.1Disclaimers 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.
- 7.2Vehicle Identification Number
All Vehicles offered on the Platform must have a visible, intact and properly affixed public VIN plate or a valid 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.
- 7.3Odometer 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.
- 7.4Vehicle 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 all claims will be directed to the supplier of the report and not Trade X.
- 7.5Seller 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 in its sole and absolute discretion. The Seller represents that all Seller content is accurate and truthful and in compliance with applicable governing law.
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.
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.
- 7.8Sale 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.
- 7.9Transportation 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.
- 8.1Liability and Risk
Trade X holds a valid insurance policy for all Vehicles contained once under Trade X’s care and control 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.
- 8.2Transport 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 the applicable transport company. Trade X will not be held liable in any way for any damage to a Vehicle incurred while being transported.
- 9.1Collection 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 pre-established direct floor planner must be duly authorized in writing by the Customer. Trade X reserves the right to retain the discretion to make appropriate exceptions. Trade X reserves the right, in its sole discretion, to change the forms and types of payment that are accepted by Trade X.
- 9.2Buyer Fees
Buyers must pay for the Vehicle, together with all Fees owing to Trade X, within two (2) business days of following acceptance of the condition report by the Buyer. Buyers are subject to a fee equal to one percent (1%) of the sale price for each purchased Vehicle. Only condition reports with a match score below 100% will require Buyer acceptance. Any payments received after two (2) business days will be deemed “pay later” and will be subject to the Trade X borrowing fee equal to one percent (1%) of the sale price for such Vehicle.
- 9.3Seller Fees
Sellers are subject to a fee equal to three point five percent (3.5%) of the sale price for such Vehicle, plus HST, payable to Trade X and deducted from the net payout from Trade X to Seller.
- 9.4Late Fees
In addition to any other rights held by Trade X, Customers agree to pay a late fee of one percent (1%) of the sale price for such Vehicle on any unpaid obligations to Trade X. Trade X may waive the fee in its sole discretion.
- 9.5ACH 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 has on file or that you provide Trade X in the future.
- 9.6Deduction of Fees
Customer agrees that any amounts owing to Trade X, including any penalties applicable as described in these Terms and Conditions, may be pulled by Trade X via ACH Authorization, under the PAD Agreement, from any Customer credit card on file or 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.
- 9.7Electronic 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.
- 10.1Customer 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.
- 10.2Business 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.
- 10.3Customer 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 if 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.
- 10.4Non-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.
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.
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 PAD 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 Trade X may use any information provided to verify account information, this may include the use of third-party bank account verification providers.
Trade X will decide, in 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.
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.
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.
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.
- 13.4Seller 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 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;
Influencing an act or decision of the Government Official in his or her official capacity;
Inducing the Government Official to do or omit to do any act in violation of the lawful duty of such official;
Securing an improper advantage; or
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.
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.
Should one or several of the provisions in this Agreement be or become invalid, this shall not affect the validity of the remaining provisions.
These Terms and Conditions shall be subject to the law of the Seller’s home jurisdiction, to the exclusion, in its entirety, of the UN Convention on Contracts for the International Sale of Goods (as may be amended from time to time) (the “CISG”).
You agree that these Terms and Conditions supersede any other previous contracts or relationships.
You 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.
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.
- 14.6Understanding 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 them. You agree that these Terms and Conditions, the Agreements, and all correspondence and all documentation relating to these Terms and Conditions, be written in the English language. Any translated version of these Terms and Conditions offered by Trade X is provided as a courtesy only, with the English version being the binding version.
- 14.7Choice 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.
- 14.8UN Convention
The provisions of the CISG shall not apply to Trade X Agreements.
- 14.9Regular 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.
- 14.10Changes to Terms and Conditions
These Terms and Conditions may be updated from time to time by Trade X and we may notify you when we do so although we are not obligated to do so. You can download and print out the currently valid version of these Terms and Conditions from our website at www.tradexport.com.