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Terms of Use

The following Terms of Use set forth the agreement between Eligible Dealers (Dealers) and NAVTERRA AB (“Navterra”) with regard to Dealers use of NAVTERRA’s navterra.com auction website (the “Auction”). The Auction provides a venue for Dealers that may act as buyers (each, a “Buyer”) of used vehicles (each, a “Vehicle”). By accessing or using the Auction, Dealer agrees to abide by all the terms and conditions set forth in these Terms of Use, including those available by hyperlink to other NAVTERRA web pages. These provisions include, among other things, payment terms, and purchase dispute guidelines. Please read these Terms of Use carefully before clicking “I Accept.” 

By clicking on “I Accept,” Dealer agrees to these Terms of Use, including the Purchase Dispute Guidelines set forth in Section 4. NAVTERRA may amend these Terms of Use at any time without sending a notice to Eligible Dealers. The amended Terms of Use will be effective immediately upon posting to the Auction, and Eligible Dealer’s continued access or use of the Auction following the posting of any such amendment will constitute full acceptance of the Terms of Use as amended. 

This Agreement is effective on February 15, 2012 for current Eligible Dealers and upon acceptance for new Eligible Dealers. 

1) Eligible Dealers; 

a) Eligible Dealers.  An Eligible Dealer is either a licensed retail or wholesale motor vehicle dealer, operating in compliance with all relevant laws, rules and regulations of the jurisdictions in which it is located and conducts business.  No retail consumer may access, use, purchase or attempt to purchase through the Auction. 

c) Eligible Dealer’s Responsibility. Eligible Dealer acknowledges and agrees that the use of the Auction and all transactions conducted through the Auction are conducted on Eligible Dealer’s behalf by one Authorized User. Accordingly, Eligible Dealer is liable and responsible for all the actions, omissions and any failure to act of its Authorized User. Eligible Dealer is responsible for maintaining the security of username and password that are issued to Authorized User. Eligible Dealer is responsible for all actions, including but not limited to the purchase of Vehicles or other services (in each case, a “Transaction”), carried out by anyone using a user identification code and password issued to an Authorized User registered by Eligible Dealer. 

2) General Auction Rules. 

Each bid you place enters you into a binding contract.  If you win a listing, you are obligated to complete the purchase transaction. 

a) Risk of Loss. Risk of loss for a Vehicle remains with the Seller until the earlier of the time that Buyer or Buyer’s designated transportation company or other agent (“Buyer’s Authorized Person”) picks up the Vehicle from the grounding location (the “Vehicle Pick Up Time”) or the Vehicle Pick Up Deadline, as defined in Section 2(e)(i), at which point the risk of loss for the Vehicle is transferred to the Buyer. Buyers and Sellers acknowledge and agree that NAVTERRA is not a party to the sale or disposition of any Vehicle on the Auction; rather, the sale is between the Buyer and Seller only. NAVTERRA only serves in the capacity of facilitating the buying and selling of Vehicles, and is not directly involved in such purchases and sales. Information provided on the Auction about each Vehicle is based solely on data provided by the Seller of the Vehicle, and/or on inspection reports provided by third party inspection companies on behalf of the Seller. 

Accordingly, NAVTERRA does not provide any warranties with regard to any such information. 

b) Right of NAVTERRA to Cancel Transaction. NAVTERRA may in its discretion cancel any Transaction if NAVTERRA in its sole discretion deems the Transaction to be unfair, unlawful, fraudulent, unethical, deceptive or in error. 

c) Rates, Fees and Payments. Certain rates and fees are payable by Eligible Dealers to NAVTERRA for purchase of Vehicles, other services provided by NAVTERRA, penalties for failure to comply with various provisions, or certain convenience features (the “Fees”). In addition, Buyer will pay for the transportation of the Vehicle, or any other third party service that NAVTERRA arranges at Buyer’s request. NAVTERRA may, in its sole discretion and at any time, add, delete or change some or all of the Rates and Fees. The purchase price of the Vehicle plus all applicable Rates and Fees payable by Buyer in connection with the transaction is the “Total Payment Amount.” 

In an international transaction there are a number of different costs involved in the purchase.  

Below is a listing of fees that NAVTERRA may charge to Buyers Please note that these fees may be superseded by fee provisions in a separate agreement and/or special marketing promotions.   All rates and fees can be found under the “Rates and Fees” tab of the navterra.com web site. a) Buyer’s fees 

i) Auction fee. Vehicle buy fees may be found under the Rates and Fees tab on the navterra.com web site, and are determined by the Seller, the final vehicle price, and in consideration of any Separate Agreement the Buyer may have with NAVTERRA. 

ii) Navterra administration fee.  Navterra administration fee is a flat rate that NAVTERRA assesses to process the transaction, title transfer and document shipping, coordinate inland and ocean transport, port processing and U.S. Customs clearance.  

iii) Inland transportation rate. Vehicle transportation rates may be found under the Rates and Fees tab on the navterra.com web site. These fees are determined by, among other things, the vehicle Distance, size and degree of difficulty. 

iv) Ocean transportation and insurance rates.  Ocean transportation rates are determined by, among other things, designated foreign port, type of shipment (i.e. RoRo or container), size of vehicle and value of vehicle.  These rates may be found under the Rates and Fees tab on the navterra.com web site.    

v) Late payment fee: $15/day 

The above fees can be found under the “Rates and Fees” tab of our web site.  If you are the winning bidder, Navterra will email you all key vehicle details (VIN, Year, Make, Model and Mileage) and total price to your designated foreign port as well as an invoice and payment instructions.

Buyer is responsible for all import duties, any Destination Port terminal handling costs, homologation cost and local VAT. 

i) Method of Payment. The Buyer will receive a digital Invoice via e-mail, covering the “Total Payment Amount” for the vehicle, fees and transportation rates.  Costs for additional value-added NAVTERRA services will be invoiced separately.  All payments are to be for payment by wire transfer.  Bank account information and wire transfer instructions will be provided on all NAVTERRA invoices.

ii) Payment Due Date for Buyer. The online purchase date of the Vehicle or services is the “Transaction Date.” The Total Payment Amount from Buyer must be received by NAVTERRA no later than the second business day after the Transaction Date (the “Payment Due Date”). 

iii) Late Payment. If Eligible Dealer is late in making any payment to NAVTERRA, NAVTERRA may, without prejudice to any other rights and remedies, at its option, take any or all of the following actions: (1) charge late payment penalty fees of $15 per day (2) cancel Buyer’s right to initiate a Purchase Dispute with regard to the Vehicle. Eligible Participant agrees that it will be responsible to reimburse NAVTERRA for all costs of collection of any of the late payments, including, without limitation, including reasonable attorneys’ fees and expenses.  

viii) Conducting Business. So long as NAVTERRA has no actual knowledge to the contrary regarding the authority of Eligible Dealer or other person purporting to be an agent or employee of Eligible Dealer,  NAVTERRA: (i) may rely and act upon any purported signature of, and/or oral, written, electronic or other communication in connection with the Auction purportedly sent by Eligible Dealer or person purporting to be an agent or employee of Eligible Dealer, and (ii) has no obligation to scrutinize, inquire, or confirm any signature or communication with Eligible Dealer, or other person purporting to be an agent or employee of Eligible Dealer. NAVTERRA may conduct business with Eligible Dealer through the (nonexclusive) use of electronic, computer, digital, or other paperless means, including the good faith reliance on electronic mail, facsimile transmittal, telephonic or other usual and regular forms of communication without confirmation or authentication of the communication by receipt of an original signature, document, paper or otherwise. 

(2) Definitions. Interpretation of these definitions is  NAVTERRA’s sole discretion. 

(a) Air Conditioning Failure means an air conditioning system that does not blow cold air after compressor recharge or several minutes after the Vehicle has been running. Note that noise and/or dripping water, in and of themselves; do not mean that there is an Air Conditioning Failure if the air conditioning system blows cold air. 

(b) Brake Standards means that (i) the master cylinder should be full and fluid in good condition (ii) the hydraulic system has no leaks, cracks or signs of significant deterioration (iii) the rotors, drums, calipers and brake hardware are free of significant defects (iv) rotor thickness is more than the minimum thickness stamped on the inside of the rotor and does not have excessive lateral runout or lack parallelism enough to cause pulsation (v) the calipers slide freely and do not stick (vi) the brake pads have a minimum of 50% material and measure to 5/16 inch or more (vii) the drums are not out of round enough to cause pulsation and have above the minimum thickness standard stamped inside the drum (viii) the brake shoes have a minimum of 3/16th of lining (ix) the parking brake maintains vehicle in parked position and releases without difficulty and (x) the brakes do not pull, clunk, scrape, squeal, grab or exhibit premature lockup. 

(c) Current Model Year Vehicle means: (1) if the Transaction occurs on or before August 31st of a given year, the Vehicle has a model year that is the same as the year of the Transaction Date, and (2) if the Transaction occurs after August 31st of a given year, the Vehicle has a model year that is the next year after the year of the Transaction Date. 

(d) Engine Sludge means the thick, dark gel substance, which comes from the solidification of an engine’s oil and which causes engine damage or failure. 

(e) Excess Unpaid DMV Fees means that at the time of the Transaction there are pending state or local DMV fees or taxes due on the Vehicle in excess of $100. 

(f) Flood Damage means water immersion or flood damage as described in the then current version of the National Auto Auction Association Water/Flood Damage Policy. 

(g) General Reconditioning Item means (i) OEM specified scheduled maintenance (ii) tire wear or condition (iii) brake wear or condition (iv) oil change (v) springs (vi) shocks (vii) suspension (viii) clutch failure on a Vehicle with standard or manual transmission or (ix) engine or rear-end noises that are typical to a particular model or manufacturer, unless deemed excessive by a reputable source as determined by NAVTERRA. 

 (i) Major Defect means (i) Flood Damage (ii) Structural Damage (iii) fire damage (iv) cracks in engine block (v) Engine Sludge (vi) non Original Equipment Manufacturer (OEM) engine or engine modification (vii) fuel conversion (viii) missing or modified exhaust system or catalytic converter (ix) inability to pass state emission test (x) deployed airbag or Supplemental Restraint System (SRS) warning light(s) (xi) Air Conditioning Failure (xii) Major Mechanical Defect (xiii) Major Electrical Defect, (xiv) Odometer Problem or (xv) Non-Runner Status. 

(j) Major Electrical Defect means the Anti-lock Brake System (ABS), Hybrid Drive control modules or main wiring harness are not materially functioning (as determined by NAVTERRA) in accordance with the OEM factory specifications. 

(k) Major Mechanical Defect means the internal, lubricated components of one or more of the following is not materially functioning (as determined by NAVTERRA) in accordance with the Original Equipment Manufacturers (OEM) factory specifications: 

(1) Transmission, (2) engine and/or (3) axle assembly (including front, rear, and all wheel drive). 

 (l) Non-Runner Status means a Vehicle with an engine that does not start or cannot idle on its own due to some electrical or other engine failure. 

(m) Normal Exterior Wear and Tear means damage that would be considered normal wear and tear given the age and mileage of the Vehicle and is not easily seen, such as scratches that do not break the paint, minor nicks, cuts and/or scuffs. 

(n) Odometer Problem means (i) the actual mileage of the Vehicle at Vehicle Pick Up Time is at least 1,000 miles greater than the disclosed odometer reading, (ii) the actual mileage of the Vehicle at Vehicle Pick Up Time is less than 1,000 miles greater than the disclosed odometer reading, but such excess mileage triggers the expiration of the manufacturer’s warranty due to the maximum allowed mileage for the warranty, (iii) evidence of odometer tampering; or (iv) a broken or replaced odometer. 

(o) Panel means the parts of a Vehicle made up of (i) the left and right fenders; (ii) left and right quarters; (iii) all doors, engine hood and trunk or hatchback lifts covers; and (iv) roof. Note that the front or rear bumper fascias are not considered Panels. 

(p) Poor Prior Repair means a Prior Repair in which the damage has not been removed completely and/or the paint work is, in NAVTERRA’s judgment, substandard, including but not limited to, as evidenced by “runs,” “orange peel,” “tape marks,” “poor color match” and other industry terms that signify substandard paint work. 

(q) Prior Repair means a Panel that has been repaired and painted. 

(r) Proper Prior Repair means a Prior Repair in which damage has been completely removed, and paint color and surface texture match adjacent Panels in a highly consistent manner so that the Prior Repair is largely undetectable to an untrained, naked eye. 

(s) Single Defect means a flaw in the Vehicle’s condition that resulted from one event, provided however that cumulative damage from hail and/or acid rain will be considered a “Single Defect.” 

(t) Structural Damage means frame/underbody damage or alteration as described in the then current version of the National Auto Auction Association Structural Damage Policy, provided however that minor components welded or removed from the frame (trailer hitches, bumpers, etc.) will not be considered structural damage or structural alteration unless they have compromised the structural integrity of the Vehicle; and minor dents in the frame/structure and minor tie down hole tears that do not affect the structural integrity of the frame will not be considered structural damage or structural alteration. 

(u) Tire Standards means that tires, excluding space saving spare tires, are (i) all of the same make, model and size (ii) not out of round (iii) free of flat spots (iv) without visible broken belts or excessive camber/toe wear (v) free of plugs or damage to walls and (vi) having tread depth of at least 4/32. 

(v) Title Brands means title brands and/or usage history that may materially affect a Vehicle’s value, including but not limited to: salvage, previous salvage, fire, reconstructed vehicle title; stolen vehicle, theft recovery; manufacturer, lemon law or warranty buybacks; donated or charity vehicles; former taxis and livery vehicles; government or municipal vehicles; rental cars; “true mileage unknown” and any other damage disclosures required by applicable state law. 

Vehicle History Reports

Navterra offers dealers the opportunity to purchase a CarFax vehicle history report on any North American vehicle offered on its online auction system.  This ensures that the vehicle you are interested in has a “clean” title, and will disclose if the vehicle has had any insurance claims against it.  

If an accident was reported to a police department or an insurance claim was filed for the repair, then a Vehicle History Report will document it.  However, many minor accidents are not reported and it is not possible for a Vehicle History Report to recognize that this has happened.  

Important: It is common for U.S. vehicle owners to not report minor damages to their insurance company, because it would substantially increase their insurance costs in the future.  As a result, many owners will pay for the repairs themselves at the lowest cost possible.  These situations are not reported to their insurance company, and will not be documented on a Vehicle History Report. 

3) Other Services. 

a) Inland Transportation – U.S. NAVTERRA will provide inland transportation to the U.S. port on behalf of the Dealer.  NAVTERRA provides this service for a fee and as a convenience; however, NAVTERRA does not warrant or otherwise endorse the services provided by the third party transportation company. ETA’S – Delivery Times are Estimates Only. NAVTERRA does not guarantee that the Vehicle will be delivered within that timeframe and is not liable for any costs associated with the late delivery of any Vehicle. In the event of a delay in delivery, NAVTERRA will not assume or be responsible for any claims, including but not limited to: a) decreases in the value of a Vehicle arising between the time of purchase and delivery for depreciation or other reasons, b) storage costs, c) lost sales, d) financing, and e) any other fees or costs incurred by the Buyer. 

If the Vehicle is damaged in transit, NAVTERRA will, as a convenience to Buyer, use commercially reasonable efforts to assist Buyer in making a claim against transportation company or its insurer, but NAVTERRA is not liable for any damage that occurs to the Vehicle in transit or any other liability or claim that may arise and relates in any way to the transport of the Vehicle. vii) Indemnification. Buyer agrees to indemnify and hold harmless NAVTERRA, and its subsidiaries and employees, from any and all claims, expenses, losses and costs associated with any personal injury, property damage or delay, that may occur and that relates in any way to the transportation of the Vehicle from the vehicle pick up time to arrival at Dealer’s designated port. 

4) Purchase Dispute Guidelines

We strive to be the most efficient and fair auction for both Buyers and Sellers of whole sale Vehicles. We have developed our purchase dispute guidelines in an effort to make them appropriate for an online auction and yet familiar to Buyers and Sellers that are accustomed to physical auctions. There are, however, important differences between our purchase dispute guidelines and those of a physical auction, and both Buyers and Sellers should read all of the Terms of Use, including this section, carefully before listing, selling, buying or transporting a Vehicle. The following purchase dispute guidelines (the “Standard Purchase Dispute Guidelines”) govern the resolution of most disputes between Buyers and Sellers arising from the purchase and/or sale of Vehicles on the Auction, provided however that certain Sellers have purchase dispute guidelines that differ from the Standard Purchase Dispute Guidelines (the “Seller-Specific Purchase Dispute Guidelines”). The Seller-Specific Purchase Dispute Guidelines are set forth on the applicable vehicle detail page or below. The Standard Purchase Dispute Guidelines, as amended by the applicable Seller-Specific Purchase Dispute Guidelines, are the “Purchase Dispute Guidelines.” As a Buyer or Seller, you understand and agree that, by accessing or using the Auction, you agree to abide by the Purchase Dispute Guidelines. A Buyer’s failure to comply with the Purchase Dispute Guidelines may result in the rejection of the claim, the assessment of penalty fees and/or the suspension of Buyer’s rights to use the Auction. A Seller’s failure to comply with the Purchase Dispute Guidelines may result in the assessment of penalty fees and/or the suspension of the Seller’s rights to use the Auction. NAVTERRA reserves the right to waive any provision of the Purchase Dispute Guidelines if NAVTERRA determines, in its sole discretion that the provision operates in an unfair or unreasonable manner in a given instance. 

a) Initiation of a Purchase Dispute. i) Buyer must complete Transaction. In order to initiate a purchase dispute regarding a Vehicle (a “Purchase Dispute”), Buyer must: 

(1) take possession of the Vehicle, (2) initiate the Purchase Dispute on or before the applicable Purchase Dispute Initiation Deadline and (3) pay the Total Payment Amount to NAVTERA, provided however that in an exceptional circumstance, such as a clear error in the Transaction or a material change in the Vehicle’s description on the vehicle detail page after Buyer has bid, then NAVTERRA may consider canceling the Transaction prior to Buyer paying for and taking possession of the Vehicle. 

ii) Purchase Dispute Initiation Deadline means the following: 

(1) If Buyer uses NAVTERRA-Arranged Transportation to transport the Vehicle, the Purchase Dispute Initiation Deadline for any Purchase Dispute (other than for failure to timely deliver Good Title or failure to disclose Title Brands, Gray Market Vehicle status or Excess Unpaid DMV Fees) is the date that is two calendar days after the Delivery Time, provided however that if the second calendar day falls on a day that is not a business day, then the Purchase Dispute Initiation Deadline is the next business day (For example, if the Vehicle is delivered to Buyer on Thursday, then the Buyer may initiate a Purchase Dispute on the following Monday.) and provided further that if Buyer does not pay the Total Payment Amount to NAVTERRA and/or arrange for NAVTERRA-Arranged Transport by the Payment Due Date, NAVTERRA may in its discretion cancel Buyer’s right to initiate a Purchase Dispute with regard to such Vehicle. 

(2) If Buyer does not use NAVTERRA-Arranged Transportation to transport the Vehicle, the Purchase Dispute Initiation Deadline for any Purchase Dispute (other than for failure to timely deliver Good Title or failure to disclose Title Brands, Gray Market Vehicle status or Excess Unpaid DMV Fees) is the date that is fourteen (14) calendar days after the Transaction Date or the PSI Process End Date (if applicable). Note that if a Buyer does not use NAVTERRA-Arranged Transportation, the Purchase Dispute Initiation Deadline is tied to the Transaction Date or PSI Process End Date (if applicable) and not the Delivery Time. Thus, the Purchase Dispute Initiation Deadline may be missed (and the Vehicle will be ineligible for Purchase Dispute) if there is any delay in transportation of the Vehicle or payment by the Buyer (because transportation cannot be arranged until the Buyer pays the “Total Payment Amount”), whether as a result of a post-sale inspection of the Vehicle or any other reason. 

(3) The Purchase Dispute Initiation Deadline for failure to disclose a Title Brand, status: (i) appears on a Carfax or AutoCheck or similar vehicle history report (a “Vehicle History Report”) ordered by Buyer within forty five (45) days after the Transaction Date, then such deadline is the earlier of five (5) business days after the earlier of (1) discovery of such Title Brand or Gray Market Vehicle status or (2) the date of such Vehicle History Report, and (ii) does not appear on such timely ordered Vehicle History Report, then such deadline is extended to the earlier of five (5) business days after discovery of such Title Brand or Gray Market Vehicle status and one year after the Transaction Date. 

iii) Eligible Claims for Purchase Dispute initiated by Buyer that is not a Grounding Dealer. A Buyer that is not a Grounding Dealer may initiate a Purchase Dispute for an eligible claim described in the applicable Vehicle Listing Category set forth in Section 2(d)(ii) (in each case, a “Dispute-Eligible Claim”). 

iv) Eligible Claims for Purchase Dispute initiated by Buyer that is a Grounding Dealer. Notwithstanding anything to the contrary herein, if the Buyer is in possession of the Vehicle immediately prior to the Transaction on the Transaction Date (a “Grounding Dealer”),  

b) Purchase Dispute Process.   i) Buyer Initiation on or before Purchase Dispute Initiation Deadline. A Buyer may initiate a Purchase Dispute with regard to a vehicle Ownership. NAVTERRA exclusively owns all intellectual property rights in, any software programs, tools, specifications, interfaces, data, concepts, knowhow, processes or techniques used or developed by NAVTERRA or its employees or subcontractors in connection with developing the Auction, customizing the Auction, or otherwise making the Auction available to Eligible Dealer. The materials on the Auction are the property of NAVTERRA its licensors, and are protected by copyright laws, federal and state law and regulation, and international conventions. Except as expressly provided in these Terms of Use Eligible Dealer may not distribute, transmit, display, reproduce, modify, create derivative works from, or otherwise exploit any of the materials on the Auction. Eligible Dealer may not use automated means, such as robots, screen scrapers, or spiders, to collect and/or index any information contained on the Auction. Eligible Dealer may display and occasionally print a single copy of any page of the Auction for its own use, but may not otherwise reproduce any material appearing on the Auction. The trade name “NAVTERRA” and our associated marks and logos are the registered trademarks of NAVTERRA AB, and Eligible Dealer may not use them. 

5) Privacy

Please read NAVTERRA’s privacy policy as shown under “Privacy Policy” on navterra.com. Eligible Dealer hereby accepts and agrees to the Privacy Policy. 

6) Warranty Disclaimer

NAVTERRA AND ITS AFFILIATES PROVIDE THE AUCTION AND ALL RELATED SERVICES TO ELIGIBLE DEALER ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND HEREBY DISCLAIM ALL EXPRESS AND IMPLIED WARRANTIES RELATED TO ELIGIBLE DEALER’S USE AND ACCESS OF THE AUCTION AND ANY RELATED SERVICES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ANY WARRANTIES WHICH MAY BE CREATED THROUGH COURSE OF DEALING OR USAGE OF TRADE. IF ELIGIBLE DEALER RELIES ON THE AUCTION OR ANY INFORMATION, PRODUCT OR SERVICE MADE AVAILABLE THROUGH THE AUCTION, ELIGIBLE DEALER UNDERSTANDS AND AGREES THAT IT DOES SO AT ITS OWN RISK. ELIGIBLE DEALER UNDERSTANDS THAT THERE MAY BE INTERRUPTIONS, DELAYS, INACCURACIES, OMISSIONS, AND/OR OTHER PROBLEMS WITH THE INFORMATION, PRODUCTS, AND SERVICES PUBLISHED OR OFFERED ON THE AUCTION, AND THAT NAVTERRA WILL NOT BE LIABLE TO ELIGIBLE DEALER OR TO ANY THIRD PARTY THEREFOR. NAVTERRA DOES NOT WARRANT ANY INFORMATION, GOODS, OR SERVICES THAT ARE REFERRED TO, ADVERTISED, PROMOTED ON OR SOLD THROUGH THE AUCTION, NOR DOES NAVTERRA WARRANT THAT THE AUCTION WILL BE ERROR FREE, CONTINUOUSLY AVAILABLE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. NAVTERRA HAS NO OBLIGATIONS WHATSOEVER TO REVIEW, SCRUTINIZE OR VERIFY THE CONTENT OR FORMAT OF ANY INFORMATION PROVIDED TO IT BY ELIGIBLE DEALERS OR POSTED ON THE AUCTION BY ELIGIBLE DEALERS. 

7) Waiver of Consequential Damages

IN NO EVENT WILL NAVTERRA OR ANY OF ITS AFFILIATES BE LIABLE TO ELIGIBLE DEALER OR ANY THIRD PARTY FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF USE, DATA, BUSINESS OR PROFITS, OR THE COST OF OBTAINING SUBSTITUTE GOODS OR SERVICES) ARISING OUT OF OR IN CONNECTION WITH ELIGIBLE DEALER’S USE OF OR ACCESS TO THE AUCTION OR ANY RELATED SERVICES, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED ON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, AND WHETHER OR NOT NAVTERRA HAS BEEN ADVISED OF THE POSSIBLITY OF SUCH LOSS OR DAMAGE. 

8) Limitation of Total Liability

NAVTERRA’S TOTAL LIABILITY TO ELIGIBLE DEALER IN CONNECTION WITH A TRANSACTION OR ANY OTHER SERVICES, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, WILL BE LIMITED TO AND WILL NOT EXCEED THREE TIMES THE FEES PAID BY ELIGIBLE DEALER TO NAVTERRA IN CONNECTION WITH THE TRANSACTION OR OTHER SERVICES, PROVIDED HOWEVER THAT ELIGIBLE DEALER MUST NOTIFY NAVTERRA WITHIN THREE BUSINESS DAYS AFTER THE DATE OF THE TRANSACTION UNDER WHICH LIABILITY WAS INCURRED. IF ELIGIBLE DEALER DOES NOT NOTIFY NAVTERRA IN WRITING WITHIN SUCH THREE BUSINESS DAY PERIOD, ANY AND ALL LIABILITY IS WAIVED. 

9) Release

If an Eligible Dealer has a dispute with one or more Eligible Dealers or any third party service provider with regard to the Auction or services rendered by such third party service provider, the complaining Eligible Dealer releases NAVTERRA (and its officers, directors, agents, employees and affiliates) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. 

10) Indemnification. 

Eligible Dealer hereby indemnifies and holds harmless NAVTERRA (and its officers, directors, agents, employees and affiliates) from and against any and all claims and demands, including reasonable attorneys fees, made by any third party due to or arising out of: (1) Eligible Dealer’s breach of these Terms of Use, (2) the failure of any representation or warranty of Eligible Dealer contained in these Terms of Use to be accurate, (3) Eligible Dealer’s gross negligence or willful misconduct, (4) the breach of, or default under, any agreement or transaction in to which Eligible Dealer enters into with another Eligible Dealer or a third party service provider, or (5) Eligible Dealer’s violation of any law or the rights of a third party, which may arise out of or relate to Eligible Dealer’s access to or use of the Auction or any related services. 

11) Links to Other Sites. 

For Eligible Dealer’s convenience, the Auction may contain links to other websites, including websites promoting automotive products and services that are not operated by NAVTERRA. NAVTERRA does not control these websites and is not responsible for the content, products or services available through these sites, nor the practices, privacy and data security promises of the owners and operators of these websites. The availability of these links should not be construed as an endorsement of such content, products or services or regarding the owners and operators of these websites. Eligible Dealer releases NAVTERRA and its affiliates from any damages that Eligible Dealer may incur, and agrees not to assert any claims against NAVTERRA and its affiliates, arising from Eligible Dealer’s use of these third-party websites or from Eligible Dealer’s purchase or use of any third-party provided product or service. 

12) Mandatory Arbitration; 

These Terms of Use will be governed by Swedish law, without any reference to conflicts of law. Any dispute (but not an action for debt collection) that arises in connection with the Auction or the services rendered hereunder will be settled by final and binding arbitration administered by (TBD). Any judgment upon the award may be confirmed and entered in any court having competent jurisdiction. The arbitrator will be required to, in all determinations, apply Swedish law without regard to its conflicts of law provisions. The arbitrator shall award the prevailing party the costs of arbitration, including the arbitrator’s fees, travel expenses and reasonable attorneys’ fees and expenses. Notwithstanding the foregoing, the parties may apply to any court of competent jurisdiction for preliminary or interim equitable relief, or to compel arbitration in accordance with this paragraph, without breach of this arbitration provision, or for any dispute arising out of actual or alleged infringement or misappropriation by one party of the other party’s intellectual property rights or for any action for debt collection. Eligible Dealer may not assign its rights and/or obligations under these Terms of Use, in whole or in part, by operation of law or otherwise without NAVTERRA’s prior and express written consent to such assignment. Subject to the foregoing, these Terms of Use will bind and inure to the benefit of each party’s permitted successors and permitted assigns. These Terms of Use are governed by and construed in accordance with the laws of the country of Sweden, without giving effect to any choice of law rules. Any waiver of breach or default by NAVTERRA pursuant to these Terms of Use must be in writing, and will not be a waiver of any other subsequent default. Failure or delay by NAVTERRA to enforce any term or condition of these Terms of Use will not constitute a waiver of such term or condition. If any provision herein is held to be invalid or unenforceable for any reason, such provision will be enforced to the maximum extent permitted by law and the remaining provisions of these Terms of Use will continue in full force without being impaired or invalidated in any way. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. The parties to these Terms of Use are independent contractors, and these Terms of Use will not establish any relationship of partnership, joint venture, employment, franchise or agency between Eligible Dealer and NAVTERRA. The exercise by either party of any remedy under these Terms of Use will be without prejudice to its other remedies under these Terms of Use or otherwise. 

13) Entire Agreement. 

If a Seller or Buyer is subject to a separate, written and executed agreement (not email exchange) with NAVTERRA with regard to listing, selling and/or purchasing Vehicles on the NAVTERRA open Auction (a “Separate Agreement”), then, to the extent that any of the provisions in these Terms of Use directly conflict with the provisions of such Separate Agreement, then the provisions of the Separate Agreement and not the directly conflicting provisions of these Terms of Use will govern during the term of the Separate Agreement. Except with regard to any directly conflicting terms contained in a Separate Agreement, these Terms of Use constitute the entire agreement between the parties with respect to the subject matter of these Terms of Use and supersede any previous and contemporaneous agreements and understandings, whether oral or written, between the parties hereto with respect to the subject matter hereof. The parties will interpret the Terms of Use and Separate Agreement in a manner that gives as much effect as possible to both provisions. 

 I have read and agree to the terms of use outline above.