Welcome to Manheim, the world's largest provider of vehicle remarketing services. By attending any of Manheim's private auctions or using any of Manheim's services, whether at a Manheim location or online, you agree, for yourself, your dealership, your company, your representatives and your associated retailers (collectively, "you"), to abide by the following terms and conditions, as amended from time to time by Manheim:
For GST/HST/GST Registered Sellers: GST/HST/QST registered Sellers will enter into a joint Election Between Auctioneer and Principal (Form GST502E) to have the Seller charge, collect and remit the GST/HST/QST in respect of the sale of the Vehicle(s).
For Non-registered Vendors/non-highway Vehicles: For non-registered Canadian Sellers, Manheim agrees to charge and account for the GST/HST/QST on all taxable (other than zero-rated) sales of Vehicles. The Seller shall indemnify and hold Manheim harmless from any costs, loss or assessments incurred by Manheim relating to its collection and accounting of the GST/HST/QST.
(a) Buyer is the transferee and agrees to purchase the Vehicle; Seller is the transferor and agrees to sell the Vehicle. Manheim is merely the auctioneer or facilitator in the transaction and expressly disclaims any and all express and/or implied warranties or conditions as to merchantability, merchantable quality, fitness for a particular purpose, or any other matter whatsoever with respect to a Vehicle, and Manheim, not being the seller of the Vehicle, makes no warranty whatsoever with respect to title to the Vehicle, other than the limited title guarantee set forth below. You acknowledge and agree that you are a sophisticated commercial party and agree to satisfy yourself as to the condition and value of a Vehicle and the terms of any bid before bidding or selling. You further agree to look to the counter-party Buyer or Seller (as applicable) in such a transaction, and not Manheim, for any legal claims falling outside your rights under the Manheim Arbitration Policies.
(b) Any adjustments or rejections must be raised the day of sale and resolved prior to settlement. Vehicles must be paid for on the day of purchase, or Manheim may, at its discretion, impose fees as described below in Section 8 and/or consider the sale null and void.
(c) Vehicles shall be removed from Manheim premises no later than the sixth (6th) day following the date of sale, and thereafter, Manheim may charge a reasonable daily storage fee of up to $25 per day should any Vehicle be left on Manheim premises.
(d) Title to a Vehicle does not pass to Buyer until good funds are received. Buyer grants Manheim a security interest in each Vehicle to secure payment of the purchase price and of any other debt owing from Buyer to Manheim (including affiliates). In Quebec, Buyer acknowledges Seller’s reservation of ownership in each Vehicle until payment has been made to Seller in full. You agree that Manheim may resell any Vehicle, if retained or repossessed, at a regular Manheim sale or through any affiliated sale, including Manheim's online sales channels, which are established commercially reasonable markets for the sale of motor vehicles.
(e) Buyer agrees:
(i) to purchase the applicable Vehicle for the purchase price established by the auctioneer, or displayed on any online platform as the purchase price of the Vehicle, and shown on the final bill of sale or other final purchase receipt from us;
(ii) before settling for such Vehicle, to check the serial and/or engine numbers on such Vehicle with those on the certificate of title/proof of ownership and to compare the actual condition of such Vehicle with its description and with the announcements and Seller disclosures, if any;
(iii) not to resell such Vehicle until good funds have been transmitted to Manheim;
(iv) upon making settlement, regardless of payment method, to consider the sale a fully consummated cash transaction for present consideration;
(v) that no request made by Buyer to Manheim for the stop payment of any Buyer cheque will be honored by Manheim;
(vi) that any stop payment order of a cheque/draft, electronic funds transfer, or wire transfer, or giving a cheque/draft which is returned 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;
(vii) that Manheim may deposit any cheque or draft immediately upon receiving it, regardless of whether such Vehicle’s certificate of title/proof of ownership has been submitted by Seller or whether Buyer has asked Manheim to hold the instrument;
(viii) to make any claim of defects in such Vehicle with Seller, who shall be solely responsible for those claims, and to immediately notify Manheim of such claims pursuant to its policies;
(ix) that Buyer will comply with Subsection 6(c) above with respect to removal of Vehicles from Manheim's premises and payment of daily storage fees; and
(x) that Buyer is responsible for Buyer’s own transportation of such Vehicle.
(f) You represent and warrant to Manheim that you are solvent, that you are a licensed retail or wholesale dealer of one or more types of Vehicle(s), a corporation or other legal entity and/or duly authorized motor vehicle dealer in good standing or otherwise authorized to sell or buy on a commercial wholesale basis in the relevant jurisdiction(s), and that any Vehicle you purchase is purchased solely for resale.
(g) Seller represents and warrants 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.
(h) You agree that any amounts owing to Manheim may be deducted from any proceeds or other property due to you and that Manheim may stop payment or refuse to authorize payment on any cheque or draft to you and hold any consigned vehicles pursuant to this right of setoff. Manheim may hold any of your property in Manheim's possession for a reasonable period of time pending any odometer fraud, VIN-switch, or similar investigation.
(i) Seller acknowledges responsibility for completion and execution of the required odometer mileage statement pertaining to any Vehicle on the invoice for such Vehicle and/or on the certificate of title/proof of ownership for such Vehicle.
(j) Upon payment to Seller, Manheim shall be subrogated to all of Seller’s and Buyer’s respective rights, and Seller and Buyer agree to promptly take any action or sign any document deemed necessary, in Manheim's sole discretion upon Manheim's request, to secure such rights and do nothing to prejudice them.
(k) Limited Title Guarantee: Upon full payment by Buyer and upon delivery of the proof of ownership and/or certificate of title of Vehicle to Buyer, Manheim will guarantee title to be free and clear of liens and encumbrances as of such delivery as, and only as, follows:
(i) This limited guarantee shall last for a period of four (4) years from the date of sale and applies only to stolen Vehicles and mortgage liens. The amount of Manheim's liability under this limited guarantee of title shall never exceed the auction sale price of the Vehicle and shall be reduced by deducting from said sale price two percent (2%) on the first of each month following the date of sale until the date of payment, with all liability of Manheim expiring and terminating on the first day of the 48th month after that date.
(ii) Manheim's limited guarantee of title is expressly limited to Buyer of the applicable Vehicle and is not negotiable or transferable. The limited guarantee shall be void if the purchase price for the Vehicle is not paid by Buyer, and it does not protect against defects in the title known to Buyer whether or not listed as exceptions on the face of the invoice for such Vehicle.
(iii) Whenever any claim is made by any person against the title of any Vehicle, whether by suit or otherwise, Buyer must, within five (5) days after becoming aware of said claim, notify Manheim, giving full particulars of the claim, and shall cooperate fully in defending any legal action and in taking any other steps to minimize possible loss. Failure to satisfy these conditions shall void Manheim's liability under this limited guarantee.
(iv) Buyer shall not surrender possession of any Vehicle, except as required by legal process, to any such claimant, nor shall it voluntarily pay or acknowledge the validity of any such claim, in each case without the prior written approval of Manheim.
(v) On payment of any claim under this limited guarantee, Buyer will return the applicable Vehicle to Manheim, if and as requested, and execute all necessary documentation subrogating its right to recover against Seller, or others, to Manheim.
(l) Disclaimers and Indemnification:
(i) You agree that Manheim is responsible nor does it represent or warrant (a) the accuracy of odometer mileage, (b) the information contained in the odometer mileage statement, (c) warranties of title, merchantability or fitness for a particular purpose, (d) license plates, (e) Vehicle service or maintenance history, (f) information contained in Vehicle history reports, (g) Vehicle condition, (h) year the Vehicle was manufactured, (i) the accuracy of any market information,(j) mileage and other information printed on the windows, (k) the description of the Vehicle, (l) equipment and options for the Vehicle, (m) availability or validity of factory warranty, (n) fitness of Vehicle for export, and (o) any and all representations and warranties made by or on behalf of the Seller. In which Seller, as transferor, is required to complete and deliver, and Buyer, as transferee, is required to acknowledge. You are responsible for reviewing all disclosures, announcements and information relative to a Vehicle’s condition prior to making a purchase.
(ii) You agree that all representations or disclosures concerning any Vehicle are solely the responsibility of Seller, whether made on the block, before the sale, or otherwise, and you acknowledge and agree that Manheim has made no representations or disclosures whatsoever about any Vehicle, including any representation as to the accuracy of data included in vehicle history reports, regardless of whether Manheim has interpreted such information as a courtesy to you or on your behalf.
(i) You agree, solidarily (jointly and severally) with any Buyer or Seller (as the case may be), to indemnify, defend, and hold Manheim harmless from and against any and all liability, loss, cost, damage, or expense, including attorneys’ and legal fees, as applicable, which are in any way related to or may otherwise arise, either directly or indirectly, from any Vehicle, including, but not limited to, the purchase or sale of any Vehicle, any damage or condition disclosures or lack thereof, and/or any damage caused by transporters or other agents of either Buyer or Seller.
(ii) If Manheim is required to make or defend a claim, related in any way to a Vehicle or Vehicle transaction, from or against either Seller or Buyer or an agent, employee, insurer, or bonding company of either, then Manheim shall recover, in addition to the amount of the claim and the costs incurred in the claim, reasonable attorneys' fees or legal fees in an amount not less than twenty-five percent (25%) of the amount of the claim, regardless of whether suit is filed, including appellate and bankruptcy fees and costs. Interest shall accrue on the unpaid balance of any such claim at the rate of one and one-half percent (1.5%) per month, provided that, if applicable law permits a higher rate, such higher rate will apply.
(m) You acknowledge and agree that any Vehicle is purchased for resale in the form of tangible personal property in the regular course of business and is the sort usually purchased by you for resale. As a Buyer, you further certify that you hold a provincial sales tax registration certificate, license, or other permit, issued by the province of British Columbia, Saskatchewan and/or Manitoba, as applicable and shall provide such registration number(s).
(n) If the Vehicle is purchased "for export only" or equivalent, you will transport it out of the country as soon as reasonable and not re-sell or use it domestically and will not further transform or alter the Vehicle in Canada and you shall provide satisfactory evidence of the exportation of the Vehicle.
(o) MANHEIM RESERVES THE RIGHT TO VOID, UNWIND, ADJUST, OR CANCEL ANY TRANSACTION IN ITS SOLE DISCRETION.
(a) you have received and read a copy of our prevailing National Auto Auction Association Arbitration Policy or Manheim Canada Arbitration Policy, as applicable, including any Manheim addendums, and, if applicable, the Manheim $3,000 & Under Arbitration Policy, each of which are available at www.manheim.com/market_policies (collectively, the "Manheim Arbitration Policies");
(b) you understand and are bound by the Manheim Arbitration Policies, which may be amended unilaterally by us from time to time, when participating in any transactions at Manheim; and
(c) any dispute arising from the purchase or sale of a Vehicle through Manheim will be resolved in accordance with the Manheim Arbitration Policies, which are incorporated herein by reference and as may be amended from time to time by posting on Manheim's website, and our decision as arbitrator shall be final and binding upon you with respect to any transaction.
(a) you have all necessary rights to share such Suggestions with Manheim and that the Suggestions are not subject to restrictions by third parties;
(b) Manheim is free to use and/or share such Suggestions as it sees fit;
(c) Manheim may have already conceived, contemplated, or developed something similar to the Suggestions;
(d) Manheim may incorporate the Suggestions into its products and services, now or in the future, and Manheim does and will own such products and services; and
(e) Manheim is not obligated to you in any way for such Suggestions.
(a) ANY PERSONAL INJURY OR PROPERTY DAMAGE THAT YOU MAY CAUSE, EITHER SOLELY BY YOUR OWN ACTIONS OR JOINTLY WITH OTHERS (INCLUDING THE MANHEIM PARTIES), TO MANHEIM, ANY PERSONNEL OR CUSTOMERS OF MANHEIM, OR ANY THIRD PARTIES, OR THE PROPERTY OF ANY OF THE FOREGOING;
(b) THE BREACH OR ALLEGED BREACH OF ANY AGREEMENT OR OBLIGATION HEREUNDER OR UNDER ANY OTHER AGREEMENT THAT YOU MAY HAVE WITH MANHEIM;
(c) ANY TRANSPORTATION CLAIMS;
(d) ANY ACTIONS THAT A MANHEIM PARTY VALIDLY TAKES AS YOUR AGENT, REPRESENTATIVE, OR ATTORNEY-IN-FACT, PURSUANT TO SECTION 20 HEREOF OR OTHERWISE;
(e) YOUR USE OF ANY PRODUCTS OR SERVICES OF MANHEIM; AND
(f) ANY LIABILITY OR OBLIGATION, INCLUDING ANY CAUSED IN PART BY A MANHEIM PARTY, THAT MAY OTHERWISE ARISE FROM YOUR PARTICIPATION IN ANY SALE OR AUCTION CONDUCTED BY A MANHEIM PARTY, YOUR PRESENCE AT ANY PREMISES OWNED OR OPERATED BY MANHEIM, OR THE PROVISION OF PRODUCTS OR SERVICES TO YOU BY MANHEIM.
(a) YOUR ENTITLEMENT TO THE PROTECTION OF ANY CONSUMER PROTECTION STATUTE;
(b) ANY BIDDING OR DISCLOSURE ISSUES THAT MAY OCCUR AT A SALE OR AUCTION CONDUCTED BY US, SUBJECT TO YOUR LIMITED RIGHTS UNDER THE MANHEIM ARBITRATION POLICIES;
(c) ANY TRANSPORTATION CLAIM;
(d) ANY DAMAGE TO YOUR VEHICLES OR OTHER PROPERTY LEFT OR STORED ON ANY PREMISES OWNED OR OPERATED BY MANHEIM, REGARDLESS OF COMPENSATION PAID TO US FOR SUCH STORAGE;
(e) ANY PERSONAL INJURY OR OTHER PROPERTY DAMAGE SUFFERED WHILE ON OR AROUND ANY PREMISES OWNED OR OPERATED BY MANHEIM; AND
(f) ANY ACTIONS VALIDLY TAKEN BY A MANHEIM PARTY AS YOUR AGENT, REPRESENTATIVE, OR ATTORNEY-IN-FACT, PURSUANT TO SECTION 20 HEREOF OR AS MAY OTHERWISE BE AUTHORIZED.
Notwithstanding the foregoing, for Canadian Transactions and Claims (only): These terms and conditions shall be governed by the internal laws of the Province of Ontario, where Manheim maintains its Canadian headquarters, and without regard to any principles of conflicts of laws. In the event that any claim or dispute between Manheim and you is not arbitrated under Section 26 hereof, you agree that non-exclusive jurisdiction and venue for such claims and disputes shall exist in the provincial courts of Ontario. You further agree and acknowledge that you may not sue Manheim in any jurisdiction or venue except the Province of Ontario. Also, where applicable, “ownership” shall be substituted for the word “title” throughout these terms.
(a) ARBITRATION AGREEMENT: YOU AGREE TO ARBITRATE ANY DISPUTE OR CLAIM THAT YOU MAY HAVE WITH MANHEIM THAT ARISES OUT OF OR RELATES IN ANY WAY TO THESE TERMS AND CONDITIONS; ANY PURCHASE, SALE, OR OTHER AUCTION OR CREDIT TRANSACTION WITH MANHEIM; YOUR USE OF ANY MANHEIM WEBSITE, ONLINE PORTAL OR ANY MANHEIM PRODUCT OR SERVICE; OR ANY OTHER AGREEMENT BETWEEN YOU AND MANHEIM. ARBITRATION CONDUCTED HEREUNDER SHALL BE FINAL AND BINDING. THIS ARBITRATION PROVISION MEANS THAT YOUR CLAIMS AGAINST MANHEIM WILL BE RESOLVED THROUGH ARBITRATION RATHER THAN LITIGATION IN COURT. YOU ACKNOWLEDGE THAT MANHEIM MAY (BUT SHALL NOT BE REQUIRED TO) SUBMIT TO ARBITRATION ANY DISPUTE OR CLAIM THAT IT MAY HAVE AGAINST YOU, WITH ANY SUCH ARBITRATION BEING GOVERNED BY THE PROVISIONS OF THIS SECTION 26.
(b) ABILITY TO OPT OUT: YOU MAY OPT OUT OF THIS ARBITRATION AGREEMENT (SECTION 26 ONLY) FOR ANY FUTURE BUSINESS WITH MANHEIM AND DOING SO WILL NOT IN ANY WAY PREJUDICE OR AFFECT YOUR DEALINGS WITH MANHEIM. TO EXERCISE THIS OPT OUT RIGHT, YOU MUST SEND MANHEIM WRITTEN NOTICE OF YOUR ELECTION TO OPT OUT TO MANHEIM AT MANAGER, LICENSING AND ADMINISTRATION, 6205 PEACHTREE DUNWOODY ROAD NE, ATLANTA, GA, 30328 (U.S.A.) NO LATER THAN 30 DAYS AFTER YOUR INITIAL ACCEPTANCE OF THESE TERMS AND CONDITIONS AS SET FORTH IN THE FIRST PARAGRAPH HEREOF. THE PROCEDURE SPELLED OUT HEREIN IS THE ONLY WAY TO OPT OUT OF THIS ARBITRATION AGREEMENT, AND ANY ATTEMPTS TO OPT OUT AFTER THE DEADLINE SET FORTH HEREIN WILL BE INEFFECTIVE. CANADA CUSTOMERS (ONLY) MAY USE THIS ADDRESS FOR OPT-OUT NOTICES: TO MANHEIM AT MANAGER, MARKETING, 8277 LAWSON ROAD, MILTON, ONTARIO L9T 5C7 (CANADA).
(c) CLASS ACTION WAIVER: ANY ARBITRATION PROCEEDING UNDER THIS SECTION 26 WILL TAKE PLACE ON AN INDIVIDUAL BASIS. CLASS ARBITRATIONS AND CLASS OR REPRESENTATIVE PROCEEDINGS OF ANY KIND ARE NOT PERMITTED AND YOU EXPRESSLY WAIVE YOUR ABILITY TO PARTICIPATE IN A CLASS OR REPRESENTATIVE PROCEEDING AGAINST MANHEIM. TO THE EXTENT THAT YOU OPT OUT OF ARBITRATION FOLLOWING THE PROCEDURE SET FORTH IN SECTION 26(b) ABOVE, OR IF THIS ARBITRATION AGREEMENT IS FOUND INAPPLICABLE TO YOUR DISPUTE WITH MANHEIM, THIS CLASS ACTION WAIVER WILL CONTINUE TO APPLY IN LITIGATION. YOU AGREE THAT THIS CLASS ACTION WAIVER IS AN ESSENTIAL ELEMENT OF OUR AGREEMENT AND THESE TERMS AND CONDITIONS AND THAT IT MAY NOT BE SEVERED. IN THE EVENT THAT THIS CLASS ACTION WAIVER IS DEEMED INVALID OR UNENFORCEABLE, THEN THE ENTIRE AGREEMENT TO ARBITRATE IN THIS SECTION 26 WILL BE NULL AND VOID.
(d) Arbitration Procedures/Arbitrator Authority: Any dispute or claim subject to arbitration pursuant to this Section 26 shall be submitted to binding arbitration administered by the Judicial Arbitration and Mediation Service ("JAMS") pursuant to its Streamlined Arbitration Rules and Procedures as in effect at the time of the submission of such dispute or claim (the "JAMS Streamlined Rules"). The disputes and claims subject to arbitration pursuant to this Section 26 will be resolved by a single arbitrator selected pursuant to the JAMS Streamlined Rules. The arbitrator shall be bound by and shall strictly enforce these terms and conditions and any other applicable agreement between you and Manheim, and may not limit, expand, or otherwise modify any of these terms and conditions or the provisions of any other applicable agreement between you and Manheim. The arbitrator may award any relief that a court of law could, applying the limitations of liability contained in these terms and conditions. The arbitrator may award injunctive relief if permitted by law – but the injunctive relief awarded by the arbitrator may not extend beyond our dealings with each other. The laws of the State of Georgia will apply to any claims or disputes between us. Any arbitration will be held in Atlanta, Georgia, unless otherwise agreed upon by the parties in writing. Each party will bear its own expenses in the arbitration and will share equally the costs of the arbitration; provided, however, that the arbitrator shall award Manheim any costs and fees to which Manheim may be entitled under Section 22 in connection with any indemnification claim, and may also, in his or her discretion, award costs and fees to Manheim if it is determined that you submitted or filed any arbitration in bad faith or that your claims against Manheim have no reasonable legal basis.
(e) Application of FAA/Survival: You agree that your transactions with Manheim evidence transactions in interstate commerce, and thus the Federal Arbitration Act governs the interpretation and enforcement of this Section 26 (notwithstanding the application of Georgia law to any underlying claims as provided for in clause (d) above). You also agree that this Section 26 survives any termination of these terms and conditions or any other agreement between us.
(f) Canadian Transactions and Claims (only): Notwithstanding anything else herein, the laws of the Province of Ontario will apply to any claims or disputes arising in Canada or related to any transactions conducted with us in Canada. Any such arbitration will be held with JAMS in Toronto, Ontario as otherwise outlined above and unless otherwise agreed upon by the parties in writing.
By accessing or using Manheim site, you agree to abide by all the terms and conditions set forth in these Manheim Terms and Conditions, including those available by hyperlink to other Manheim’s web pages. By signing or clicking approval below, you also hereby certify that you have a valid AuctionACCESS ID, and are a duly authorized dealer and/or retailer permitted to transact in the purchase and sale of vehicles. These provisions include, among other things, payment deadlines, deadlines for delivery of title, listing requirements and purchase dispute guidelines. Please read these Terms and Conditions carefully before signing or clicking “I Accept”, as applicable. By signing or clicking on “I Accept,” you agree that these Terms of Conditions, and submitted by you or your duly Authorized Representative shall have the same force and effect as though personally signed by you and/or your Authorized Representative may be enforced as originals, even if they were accepted online, by email, via "click-through" agreement, login to this site or in other digital, pdf, or facsimile format.
IN WITNESS WHEREOF, you or your duly authorized representative(s) has (have) executed this Terms and Conditions this __________ day of __________ __________ ,20________.
(If a Sole Proprietorship)
(Auction ACCESS® ID Number)
(Printed Name of Dealer)
(Signature of Dealer)
(If a corporation, partnership, limited liability company or some entity other than a sole proprietorship)
(Printed Name of Corporation, etc))
(Signature of Officer)
(Printed Name and Title of Officer, etc.)
(Printed Name of Witness)
(Signature of Witness)