OPENLANE EUROPE PURCHASING TERMS AND CONDITIONS

 

1) SCOPE.  These Terms and Conditions (“T&Cs”) set out the terms of the contract of sale of motor vehicles between Seller and OPENLANE Europe.  Each vehicle submitted by Seller is subject to these T&Cs.

 

“OPENLANE Europe” shall mean OPENLANE Europe NV, or any one of OPENLANE Europe Holding NV, OPENLANE Europe NV, OPENLANE Belgium NV, OPENLANE Nederland B.V., OPENLANE Deutschland GmbH, OPENLANE France SAS, OPENLANE Italia S.R.L., and OPENLANE Subastas España, S.L.

 

“Seller” shall mean the undersigned legal entity or natural person who is trading in one of the following categories: fleet owner (public or private), leasing company, rental company, car trader/dealer, or private person acting for professional purposes.

 

2) SELLER CONFIRMATIONS.  By submitting a vehicle to OPENLANE Europe for sale, Seller confirms and promises the following for each vehicle:

 

  • Seller is the owner of the vehicle and holds all rights in the vehicle, free of any liens and encumbrances. There is no outstanding financing on the vehicle on the date of transfer.
  • Seller possesses the vehicle documents (including registration certificate and conformity certificate), and it will provide these to OPENLANE Europe by registered post.* If Seller does not possess the registration certificate or conformity certificate, Seller will inform OPENLANE Europe before the auction.
  • The information on the registration certificate or conformity certificate matches the vehicle information. The vehicle information provided by Seller is correct and complete.
  • Seller has informed OPENLANE Europe of any known technical defects on the vehicle including but not limited to faulty odometer, and it has informed OPENLANE Europe of any accidental damage repaired. The repair declaration must be made regardless of whether the damage was caused by collision, accident, weather or by some other incident.  The vehicle will remain free from any damages and defects, except as detailed in the vehicle information.
  • Seller has informed OPENLANE Europe either that the vehicle is subject to the VAT rules or that the margin scheme (if no VAT was deducted for the acquisition of the vehicle) applies.

 

3) OPENLANE EUROPE PURCHASE.  OPENLANE Europe may agree to buy the vehicle from Seller in its discretion. Once the seller confirms the sale, he must release the vehicle and the vehicle’s documents for pick-up by the OPENLANE Europe designated transport company, unless agreed otherwise. Seller maintains the responsibility and risk for damage or theft until the moment the vehicle is delivered and inspected at the agreed delivery location.

 

4) PAYMENT AND INVOICING. Unless agreed otherwise, OPENLANE Europe will pay the seller’s invoice only after receiving confirmation of (1) delivery of the vehicle at the agreed location, (2) inspection report, and (3) reception of the car documents. After the payment of Seller’s invoice by OPENLANE Europe, OPENLANE Europe becomes the owner of the vehicle and Seller will timely take the necessary actions to comply with the transfer of ownership, if needed.

 

5) OPENLANE EUROPE CANCELLATION.  On pick-up or receipt of the vehicle, OPENLANE Europe has the right to examine (or have examined on its behalf) the vehicle and satisfy itself that the vehicle complies with the vehicle information and descriptions provided by Seller.  OPENLANE Europe may cancel the purchase in the case of technical defects that were not communicated to OPENLANE Europe prior to the auction and for which Seller does not accept the repair costs in accordance with the specifications, or if there are differences between the information provided by Seller pertaining to the vehicle and reality (including aspects such as options, engine, age, kilometers and damage), insofar as the ensuing damage or disrepancies is not compensated by Seller after the submission of a set of specifications.

 

6) CONFIDENTIALITY.  Seller shall keep all confidential information (including but not limited to pricing) disclosed to it by or on behalf of OPENLANE Europe confidential, use such information solely for the purpose of fulfilling its obligations under these T&Cs, and not disclose such information to any third party except with the prior written consent of OPENLANE Europe.

 

7) INDEMNITY.  Seller shall indemnify, defend and hold harmless OPENLANE Europe from and against any losses, damages, claims, costs or expenses suffered or incurred by OPENLANE Europe arising out of or in connection with a breach by Seller of these T&Cs (including the confirmations and promises in clause 2).

 

8) GOVERNING LAW.  These T&Cs are governed by, and construed in accordance with Belgian law, without reference to the conflict of law rules. The courts of Leuven, Belgium shall have exclusive jurisdiction to settle any and all disputes which may arise out of or in connection with these T&Cs.

 

9) ADDITIONAL TERMS.  Seller agrees to comply with the OPENLANE Seller Auction Management Principles, which OPENLANE Europe will make available to Seller and which may be modified by OPENLANE Europe from time to time. Seller acknowledges and agrees that modified versions can be provided to Seller via electronic means, including via email or website posting.

 

10) AUDITS.  Seller consents to and agrees to cooperate with OPENLANE Europe’s seller audit procedures, which may include but not be limited to a review of the following: (i) website and facilities; (ii) VAT; (iii) creditworthiness; (iv) signed T&Cs; (v) vehicles and documents; and (vi) bank account.

 

11) MISCELLANEOUS.  If a provision of these T&Cs is finally determined to be, or becomes, invalid, illegal or unenforceable, then such provision shall, if possible, be replaced by the parties by a valid, legal and enforceable clause reflecting as close as possible the initial intentions, or, if that is not possible, it shall be deemed deleted. These T&Cs have been drawn up in English and its provisions will be interpreted and construed in accordance with applicable law as set out in clause 7 and their generally accepted meanings in the English language.  Any translation of these T&Cs is for the convenience of the parties only, and shall not be binding towards any party. The rights and remedies of each party under, or in connection with, these T&Cs may be waived only by express written notice to the other party. Any waiver shall apply only in the instance, and for the purpose for which it is given.

* For certain sales, OPENLANE Europe can request a colored, readable copy or the original version of the vehicle documents before payment; Seller will be informed of this before the auction.