Terms and Conditions
This is a binding legal agreement between you, your business, your representatives (collectively, "you" "your" or "Customer") and EBlock, Inc., a Delaware Corporation ("we", "our" or "EBlock").
These Terms And Conditions (the "Terms") govern your access to, and use of, the EBlock Auction Platform and our related products and services and apply to every transaction between Buyer and Seller facilitated by EBlock. By using or accessing the EBlock system, products or services, you expressly agree to be legally bound by the Terms, as updated or amended by EBlock from time to time. EBlock reserves the right to amend the Terms at any time by posting the revised Terms and Conditions on the EBlock platform at www.eblock.com
All capitalized terms and otherwise defined words shall have the meaning set forth below:
- "Arbitration" - means the dispute resolution process as described in the Arbitration section of these Terms and Conditions.
- "Arbitrator" – means an individual or individuals appointed by EBlock to facilitate the resolution of Arbitration claims between Buyer and Seller.
- "Buyer" - means a Customer who offers to bid, offers to purchase or purchases a Vehicle or other asset through the EBlock platform.
- "CARFAX Report" - A CARFAX report is a 3rd party vehicle history report.
- "Condition Report" - means a report provided by the Seller documenting the condition of a Vehicle whereas any specific required disclosures are made available to prospective Buyers. The Condition Report must follow the Arbitration policies and disclosure requirements of these Terms and must give the Buyer a reasonable understanding as to the true Condition of the Vehicle offered for sale.
- "Customer" - means any person or business using or accessing the EBlock Auction Platform.
- "Disclosure" – means the provision of details regarding material facts, defects or damages of a specific Vehicle as documented in a Vehicle Condition Report. Required Disclosures are set forth in the Arbitration Policy.
- "Material Fact" – means any fact about a Vehicle that, if disclosed, could reasonably be expected to influence the decision of a reasonable purchaser and/or would significantly affect the value of a Vehicle.
- "Fees" - means charges applied to Customer accounts for use of, and access to, the EBlock Auction Platform and for Services. You agree that EBlock may deduct its fees and any other amounts owed to EBlock from any amounts payable to you, including sale proceeds.
- "Reserve Price" - means the price established by the Seller at which a Vehicle will be sold if bidding is completed and the Reserve Price is met or exceeded. If the Reserve Price is not met at the completion of the bidding, the high bidder automatically goes into an "IF BID" status where the Seller can either accept or reject the high bid or enter into negotiations with the Buyer.
- "Live Appraisal" – means a Vehicle that is offered for sale or sold using EBlock’s instant Live Appraisal auction tool as opposed to its regularly scheduled 3:30 pm auction.
- "Seller" - means a Customer who offers a Vehicle for sale or who sells a Vehicle on the Auction Platform.
- "Services" - means the tools and services provided by EBlock to facilitate the sale of Vehicles, including any associated products and services provided to Customers.
- "Vehicle" - means any automobile, truck or sport utility Vehicle listed on the Auction Platform. Vehicle may also include, but is not limited to, recreational Vehicles, motorcycles, trailers, boats and off road sport Vehicles.
- "Auction Platform" – means the EBlock online Auction Platform including all of its associated products and services.
II. GENERAL TERMS AND CONDITIONS
- Customer’s Eligibility. EBlock is a dealer-to-dealer auction tool, which requires all users of the services to hold a valid dealer/salesperson license in their respective state. You represent and warrant that you are a licensed retail or wholesale dealer of Vehicles and/or a business that is otherwise legally eligible to purchase or sell Vehicles at wholesale auto auctions. EBlock reserves the right to refuse access to the EBlock Auction Platform or any Services to anyone who breaches these Terms And Conditions or otherwise interferes with or violates EBlock’s rights or the rights of others.
- Data. You agree that all information and records, whether oral, written, visual, electronic, digital or tangible transmitted, received or stored on the EBlock Auction Platform or using the systems, equipment, computers, servers, or premises of EBlock (collectively "Data") is the property of EBlock.You agree that we have the right to receive, use, disseminate, control access to, aggregate, modify, package, derive benefit from, remove, destroy or sell Data in whole or in part.
- Vehicle History Reports. EBlock provides an optional CarProof Report integration for Sellers. With or without this integration, Sellers are bound to properly disclose all Material Facts about a Vehicle they are offering for sale. The EBlock Condition Report asks Sellers the question: "CarProof claim on vehicle?". If Seller indicates yes, the claim amount or estimate amount must be disclosed. Sellers are responsible to ensure all Material Facts are disclosed in the Condition Report. EBlock is not responsible for any inaccurate information provided by CarProof reports or any Vehicle History provider.
- Compliance. You represent and warrant to EBlock that: (a) you are in compliance with and shall comply with all laws and regulations that apply to your business; and (b) you have secured and will maintain all permits, licenses, and governmental approvals required to operate your business including, without limitation, as required to access and participate in the EBlock Auction Platform.
- EBlock Auction Platform: EBlock provides an Auction Platform to facilitate wholesale automobile transactions. The responsibility for completion of such transactions rest solely on the Buyer and Seller. EBlock does reserve the right to suspend and remove any delinquent Buyers or Sellers from the Auction Platform.
- Username/Password. Every Customer may choose their username and password. Sharing or lending your username and password is strictly prohibited. You are responsible for maintaining the confidentiality and security of the username and password issued. You will be liable and responsible for all actions, omissions, failures to act, and/or transactions conducted with your username and password. Unauthorized use of your username or password must be reported immediately to EBlock.
- Registered Motor Vehicle Dealer/Salesperson. Every Customer using the Auction Platform must be a registered Dealer/Salesperson. In the event that a Customer’s license has expired or changed, it is the sole responsibility of the Customer to inform EBlock of such changes.
- Insurance Coverage. EBlock does not provide insurance coverage for any Vehicles purchased or sold on the Auction Platform. Every Customer is responsible to ensure it holds a valid garage insurance policy in accordance with the laws of the United States.
- Liability and Risk. Under no circumstances shall EBlock have any liability to Customer for any direct, consequential (including lost profits), exemplary, incidental, indirect or special damages or costs resulting from any claim (whether in contract, tort, equity, negligence, or strict liability) related to or arising out of the Auction Platform, the Services, including the performance or breach thereof or the use or inability to use, or performance or nonperformance of the Auction Platform or any component thereof, even if they have been advised of the possibility of such damages. EBlock is a software service provider and is not a party to transactions conducted on the Auction Platform between Buyers and Sellers. EBlock does not own or take title to Vehicles listed or sold on the Auction Platform.
- Limitations of Liability. Without limiting Section 9 above, the liability of EBlock arising out of or related to these terms and conditions, the Auction Platform or any transaction or service (whether in contract, tort, equity, negligence, or strict liability) shall be limited to actual direct damages incurred by a customer and the aggregate liability of EBlock for such actual damages shall not exceed, under any circumstances, the fees paid by such customer to EBlock in respect of the transaction or service or $500, whichever is less. Multiple claims shall not expand these limitations.
- Indemnity. Customer hereby agrees to indemnify, defend and save harmless EBlock from and against all liabilities, losses, suits, claims, demands, costs, fines and actions of any kind or nature whatsoever to which EBlock may become liable, by reason of (i) a Customer’s breach of the Terms and Conditions or any other obligation hereunder; (ii) a Customer’s negligence or willful misconduct; (iii) transportation losses; (iv) any personal injury or property damage that Customer or any person for whom Customer is responsible causes; or (v) Customer’s use of the EBlock Auction Platform or any related services or products.
- Warranties. EBlock will not be liable to either the Buyer or Seller for any defects of any Vehicle. EBlock does not make any guarantees or warranties with respect to any Vehicle offered for sale on the Auction Platform.13.Routed Export Transactions. If a vehicle is to be exported, Buyer is responsible for verifying that it satisfies all export requirements of the originating country and all import requirements of the destination country. EBlock is not the importer or exporter, and is not responsible for supply export or import documentation.
- Investigations. By doing business on the Auction Platform, you authorize EBlock to comply with requests from governmental authorities for information and/or documents concerning you and your business if, and when, reasonable requests from such authorities arise.
- No Interference. All Data submitted by you through the Auction Platform and related services will be free from malicious software, including viruses, worms, Trojans, software that bypasses normal authentication mechanisms or exploits or attacks software security or any software or data designed to disable, modify or damage the EBlock Auction Platform and related services. You will not use any device, software or routine to interfere or attempt to interfere with the proper working of the Auction Platform and related services. You will not take any action that imposes an unreasonably or disproportionately large load on EBlock’s information technology infrastructure.
- Listing, Bidding and Sale. Each Seller will provide all required Disclosures and any and all other required information to list a Vehicle for Sale on the Auction Platform. When a Vehicle is listed for Sale on the Auction Platform, it is the Seller’s responsibility to ensure the Vehicle is available for sale and has not been sold elsewhere. In the event a Vehicle has been sold elsewhere, the Seller may be responsible to pay all Fees that would have been due and payable had such Vehicle been sold on the Auction Platform. A Buyer may bid on a Vehicle that is listed for Sale by entering the dollar amount he/she wishes to bid. Once a bid is submitted, it cannot be withdrawn. All bids are final and binding.
- Electronic Signature. Customer does hereby duly appoint EBlock through its authorized employees, agents and third party subcontractors, to act as its ATTORNEY-IN-FACT to sign all papers and documents that may be necessary pertaining to the sale and subsequent title transfer of the Vehicles and/or otherwise offered for Sale by Customer from time to time by means of the Auction Platform including without limitation, any title, certificate of title, title transfer document, bill of sale, odometer disclosure statement, certificate of origin or reassignment of odometer disclosure statements as required by federal law (collectively, "Documents"). You will permit EBlock to capture your signature in electronic or digital form. You hereby authorize EBlock to apply your electronic signature to Documents necessary or incidental to your use of Services. You agree that your electronic signature is intended to authenticate the document to which it is applied and shall have the same force and effect as a manual signature.
- Fees. In consideration of access to the EBlock’s Auction Platform and Services, you agree to pay Eblock all Fees assessed by Eblock for access to the Auction Platform and Services. Fees charged by EBlock such as buying, selling, arbitration and Vehicle Inspection will be billed weekly and are due and payable upon receipt of invoice. EBlock, at its sole discretion, reserves the right to apply a penalty for late payments, late titles and transport costs arising from late Vehicle collection. If Customer fails to pay the total purchase amount within five (5) business days from the Available Date, EBlock may charge a late payment fee of $250 per Vehicle, and/or charge interest on any past due amounts at the rate of one and one half (1.5%) percent per month or the maximum rate allowed by law, whichever is less. Accounts overdue may be subject to loss of access to EBlock’s Auction Platform and collection by a third party. Fees are subject to change without notice.
- Vehicle Payment Terms. Customer shall pay EBlock the total purchase amount within two (2) business days from the date the Vehicle is available (the "Available Date"), being the later of either the purchase date or the date of arrival in the case of a Live Appraisal (the "Payment Due Date"). Payment is to be made by wire transfer or electronic funds transfer in U.S. dollars or such other payment method approved by EBlock who reserves the right to specify the type of payment instrument it will accept from Customer. If Customer fails to pay Fees or other amounts owing when due to EBlock, then EBlock will be entitled to immediately set off the amount owed by Customer from any funds owing by EBlock to Customer. In addition, if Customer fails to pay the total purchase amount within five (5) business days from the Available Date, EBlock may: (a) withdraw all arbitration rights on the Vehicle; (b) retain possession of any Vehicles owned or controlled by Customer; (c) withhold title documents until all amounts owed have been paid; (d) cancel the sale transaction; (e) charge a late payment fee of $250 per Vehicle, and/or charge interest on any past due amounts at the rate of one and one half (1.5%) percent per month or the maximum rate allowed by law, whichever is less; and/or (f) pursue any other remedy or relief permitted by law. Any payment instrument withdrawn, rejected or returned for non-sufficient funds ("NSF") must be settled and replaced immediately by certified cheque or bank draft. NSF transactions will be subject to a service charge and shall be immediately due and payable. Customer agrees to pay all costs including, without limitation, legal fees and disbursements, court costs and other expenses reasonably incurred by EBlock to collect any monies owing by Customer. If Customer fails to pay the total purchase amount within ten (10) calendar days from the Available Date, EBlock will: (a) lock Customer account prohibiting further purchase and/or sale of Vehicles; and (b) relist and sell the Vehicle in the EBlock Auction where Customer is fully responsible for any loss on resale as well as the aforementioned $250 late payment fee. EBlock, at its sole discretion, may require Customer to enroll in the Pre-Authorized Debit Program, whereby Vehicle total purchase amounts will be automatically deducted from Customer bank account within two (2) days of the Available Date.
- Liens on Vehicles. Sellers are responsible to ensure that all vehicles sold on the Auction Platform are free of liens and encumbrances. If a lien has been paid out but is still listed on the lien registration system, the Seller must provide proof of lien release in the form of a letter from the secured party. Sellers have a maximum of 7 calendar days to provide proof of lien release. For Live Appraisals, this 7-day period cannot start prior to a Vehicle being available for pick-up from the Seller’s lot, also referred to as "Arrival Date". If a Seller cannot provide proof of lien release within 7 calendar days, the Buyer may file an Arbitration claim with EBlock. Any decision to cancel the sale or to extend the 7-day deadline will be at the sole discretion of EBlock. In the event a sale is cancelled as the result of an open and unreleased lien; the Seller will be held responsible for all reasonable expenses incurred by the Buyer. The EBlock Arbitrator will determine what reasonable expenses are eligible for reimbursement from the Seller.
- Seller Content. The Seller is solely responsible for all content it posts on the Auction Platform. EBlock shall not be responsible or liable to any Customer or third party for damages or costs resulting from such content. EBlock reserves the right to modify, refuse or remove any and all Seller content at its sole discretion. The Seller represents that all Seller content is accurate and truthful and in compliance with all applicable U.S. laws.
- Sales Taxes. Vehicles sold on the Auction Platform are subject to all applicable local, state and federal taxes. These taxes are based on location of supply and not on the location of the Buyer. The Buyer is solely responsible for these taxes as documented on the bill of sale from the Seller.
- Sale Cancellation. EBlock may, in its sole discretion, cancel any sale transacted on the EBlock Auction 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 EBlock.
III. SELLER OBLIGATIONS
- Required Disclosure. Every Seller shall disclose all Material Facts relating to the history and condition of each Vehicle listed for Sale on the Auction Platform. It is the Seller’s sole responsibility to ensure accuracy for all Vehicles listed. EBlock’s Arbitration Policy, included herein, specifically lists Seller Disclosure requirements and is compliant with the NAAA Arbitration Policy. It is the Seller’s obligation to fairly represent its Vehicle and to correct any errors made regarding disclosed conditions prior to launching a Vehicle for sale. Seller is responsible for the accuracy and completeness of all Disclosures regardless of whether Seller has relied on EBlock or third party resources (e.g., Inspection Company, vehicle listing service, electronic data vehicle history report, etc.). In addition to the Disclosures required under the NAAA Arbitration Policy, Sellers must disclose the following:
- Visible interior and exterior damage, glass damage, missing equipment and vehicle accessory electrical problems (subject to the arbitration threshold provided for herein)
- Vehicles not equipped with air conditioning (if not disclosed on the Vehicle listing).
- Paintwork (3 panels or more), bumpers not included.
- Tire tread depth measured at the lowest point less than 2/32nd inches.
- Vehicle Identification Number. All vehicles offered for sale on the Auction Platform must have a visible, intact and properly affixed public VIN plate or a replacement VIN plate in accordance with applicable State and Federal regulatory requirements. If a VIN has been replaced, the Seller must provide a Disclosure to that effect.
- Registrations/Titles. The Seller has a maximum of 7 calendar days to provide the registration/title document to the Buyer. For Live Appraisals, this 7-day period starts on the Arrival Date. If the Buyer has not received the registration/title within that time frame, the Buyer must contact EBlock at which time a 48-hour (2 business day) grace period will be applied. If the Seller cannot produce the registration/title within the 48-hour grace period, the Buyer has a right to arbitrate the Vehicle. Any decision to cancel the sale or extend the grace period will be at the sole discretion of EBlock. If a sale is cancelled under these circumstances, the Seller will be responsible for reasonable expenses incurred by the Buyer as approved by EBlock.
IV. BUYER OBLIGATIONS
- Review of Vehicle Disclosures. Before bidding on any Vehicle, it is the Buyer’s responsibility to review all Vehicle information that is made available through the Auction Platform including Seller Disclosures, Vehicle history reports and Condition Reports. Any Vehicle damage apparent in the photos submitted by the Seller is not subject to Arbitration. It is the Buyer’s responsibility to verify the condition of the Vehicle within the time period for Arbitration as set out in the Arbitration Policies. Failure to file an Arbitration claim within the required time frame may result in the loss of Buyer Arbitration rights.
- Vehicle Pick-Up. Vehicles sold on the Auction Platform must be collected from the Seller’s lot at the sole expense of the Buyer within 4 business days of the bill of sale or, where a Post Sale Inspection ("PSI") has been requested, within 4 business days of delivery of PSI results to the Buyer. Buyers arranging transportation services on their own must ensure that the Total Payment Amount is paid in full prior to pick up by the transportation service provider. If the Vehicle is damaged in transport, it is the sole responsibility of the Buyer and the transport company. EBlock will not be held liable in any way for any damage to a Vehicle incurred while being transported. Vehicles cannot be removed from the Seller’s lot until Seller is paid in full.
- Exports. Arbitration is not available on claims that Vehicles do not meet applicable export or Import requirements. Any Vehicle that has left the United States will not be eligible for Arbitration.
- NAAA Policy. EBlock follows the National Auto Auction Association ("NAAA") Arbitration Policy as amended or updated and such policy is hereby incorporated by reference, as if it was recited at length in these Terms and Conditions. In addition, the supplementary arbitration rules set out in these Terms and Conditions apply to all vehicles offered for sale through the Auction Platform. If there is a conflict between the NAAA Arbitration Policy and these Terms, these Terms shall prevail to the extent of the inconsistency. The NAAA Arbitration Policy can be viewed at: www.naaa.com under the Policy section.
- Verified Vehicle. Verified Vehicles are captured by trained EBlock representatives. The EBlock capture representative will ensure that Vehicle year, make, model and equipment are accurately recorded and all visual cosmetic damages are properly disclosed. Any undercarriage damage, structural damage or major mechanical problem disclosures are the sole responsibility of the Seller. EBlock Capture Representatives do their best to ensure all visible damages are disclosed. It is the Buyer’s responsibility to view all photographs provided in the Vehicle listing prior to bidding. Sellers are responsible to review their listings to ensure all damages, required disclosures and mechanical issues are properly described. No one has the opportunity to know more about a vehicle than the Seller.
- Expected Delivery Date - Appraisal Vehicles. In the event a buyer has submitted a winning appraisal bid and the appraised vehicle has not landed at the selling dealership within 10 calendar days of the expected delivery date listed on EBlock, the buyer has the option to release his interest in the Vehicle and not accept the Bill of Sale. It is the Buyer’s responsibility to notify the EBlock Arbitrator of their intent to exercise this option. The potential sale will be cancelled and the seller will be informed of such cancellation.
- Arbitration Claim Submission. In the event a Buyer feels there are inaccuracies or misrepresentations in a Vehicle Condition Report, the Buyer has the right to contact the Seller directly for clarification or to seek a resolution. In the event a resolution is not attained, the Buyer can file an Arbitration claim with EBlock. The claim must be submitted within the Arbitration deadlines and after the Vehicle has been paid for and is in the Buyer’s possession. The Arbitrator will determine if the claim is on time and valid. Arbitration claims must be submitted via the Arbitration Request Form available on the Auction Platform. If a Buyer is unsure whether a claim is valid they should submit the claim regardless, or they can contact the Arbitrator directly for verification before submitting. Arbitration submissions and inquiries must be made within the Arbitration deadlines.
- Normal Arbitration Deadlines. The Normal Arbitration claims deadline is 2 business days following receipt of the vehicle. Day 1 of the Arbitration time frame is the day of delivery and receipt of the Vehicle. In some circumstances, where the Vehicle is delivered via transport and delivered on a weekend, day 1 for Arbitration will commence on the Monday of that week. The Buyer may be required to submit the transport bill of lading for proof of delivery date. Refer to the Vehicle Disclosure Requirement Chart for more details.
- Extended Arbitration Deadlines. The Extended Arbitration claims deadline is 7 business days following receipt of the vehicle. The extended deadline is offered for issues that are more difficult to determine and/or more serious in nature. Refer to the Vehicle Disclosure Requirement Chart for more details.
- Odometer Readings. Once a Vehicle is in Arbitration, the Buyer must not drive or test drive the Vehicle until a resolution has been determined. If the Vehicle has been transported via carrier, no more than twelve (12) additional miles can be recorded on the odometer. If the Vehicle is a drive away, no more than sixty (60) additional miles can be recorded on the odometer in order for the claim to be valid. In the event the odometer has exceeded the above guidelines, EBlock at its sole discretion, can accept or deny the Arbitration. Appraisal valuation Buyers should expect a higher odometer reading than that disclosed at the time of appraisal. A continuation of normal driving based on Vehicle’s history can occur between the appraisal date and the Expected Delivery Date. Additional miles driven during this period will not affect a Buyer’s right to Arbitration.
- Arbitration Process and Costs. Once an Arbitration is accepted, the Arbitrator will review all details and work through the Arbitration process towards a final and binding resolution. The Arbitrator will only consider matters listed on the claim. If a third party Arbitration inspection is required, the party determined to be at fault will be responsible to pay the cost of inspection. PSI’s conducted at the request of the Buyer will remain a Buyer expense and cannot be charged to the Seller. In the event of a cancelled sale through Arbitration, the Vehicle must be returned to the Seller in the same or better condition than when it was sold. Additional damage incurred on the Vehicle in the Buyer’s care may result in Buyer’s loss of right to cancel or financial compensation from the Buyer to the Seller. EBlock will make the final decision in such cases. On completion of Arbitration, the party at fault will be responsible for Arbitration inspection fees (if applicable) and the transport fee (if qualified). Where the Seller is at fault, inspection and transport costs must be paid directly to the Buyer. Failure to make such payment may result in loss of auction privileges. Sellers with multiple recurring arbitrations may be subject to a fee of $200 per valid Arbitration and will be invoiced directly by EBlock.
- NOT Eligible for Arbitration. Vehicles that are not paid and picked up within 10 calendar days of being available, are not eligible for Arbitration unless the vehicle has been transported. In the event the vehicle is delivered via carrier, a 14-day grace period will be granted. In some circumstances, at the discretion of the Arbitrator, this time frame may be extended based on circumstances such as weather, distance between Buyer and Seller or carrier break down. A Vehicle is not eligible for Arbitration if it is no longer in the Buyer’s possession.
- AS IS. Arbitration rights are limited on Vehicles sold AS-IS. Vehicles that are 2009 model year and older or have been driven 100,000 miles or more will be rated AS-IS when sold on the EBlock system. Sellers can choose to override the AS-IS rating and provide buyers with full Arbitration rights. When the AS-IS rating is overridden, the seller must uphold all obligations as outlined in EBlock Terms & Conditions and Arbitration Policy.
AS IS vehicles can only be Arbitrated for the following:
- Odometer issues such as rollback, replacement, TKU
- Title issues
- Branding issues and insurance total loss
- Existing structural damage caused by collision or rust
- Undisclosed Body / interior damages / defects over dollar threshold
- Major Deception. An arbitration ruling in favor of the buyer will occur in cases of major deception on the part of the seller. "Major Deception" means an act, representation or omission that materially affects the value of a vehicle and would be regarded as misleading, unprofessional or unethical. A Major Deception ruling is at the sole discretion of the Arbitrator.
© 2018 EBlock, Inc. All rights reserved.