by KPB WA PTY LTD (ACN 645711619) trading as AUSSIZ ONLINE AUCTION, Auctioneer number MD30735 in the State of Western Australia (“Auctioneer”)
Auctioneer means any person who conducts an auction be calling for bids and declaring Lots sold.
Auction Product means the item provided by the Seller to the Auctioneer under the terms of this Agreement.
Auctioneer’s Obligations means the obligations set out under section 2.2 in this Agreement.
Auctioneer Purchase Order means the purchase order used between the Seller and the Auctioneer in relation to each lot of Auction Products, made under the terms of this Agreement.
Bid Extension means bids placed within the nominated amount of time prior to the scheduled auction close time will extend the auction close time by a predetermined amount of time.
Bidder means any person who bids for a Lot.
Bidder Registration Form means a name and address form to be obtained from the Auctioneer
Business Days means a day on which banks open for trading in Western Australia, excluding Saturdays, Sundays and public holidays.
Buyer means any person who successfully bids for a Lot.
Buyers Premium means an amount payable by a Buyer in addition to the sale price calculated at a rate stated by the Auctioneer, advertisements and/or as displayed in auction location.
Commission means the commission due to the Auctioneer for the Sale of the Auction Product to the Purchaser, specified in Schedule 1.
Computer Hardware means the mechanical and electronic components of a computer including monitor, keyboard and desktop or tower case.
GST or GST law mean the same as in the A New Tax System (Goods & Services Tax) Act 1999 (Cth) and words and expressions defined in the GST Law have the same meaning in clauses concerning GST.
Legislation means the Occupational Safety and Health Act (1984) and the Occupational Safety and Health Regulations (1996).
Lot means any item or items marked as a lot or described as a lot by the Auctioneer.
Minimum Sale Price means the minimum price for the sale of the Auction Product as set out in Schedule 1.
Notice means the communication sent by a party to this Agreement under section 12.
PPSR means the Personal Property Securities Register established and maintained under the PPSA.
Plant and Equipment includes vehicles, machinery, mechanical, electrical and electronic equipment, tools, fixtures, appliances, implements and any component or fitting thereof or accessory thereto.
Purchase Price means the price for the Auction Product as set out in Schedule 1.
Purchaser means the winning bidder at the relevant auction.
Sale means the Sale of the Auction Product to the Purchaser by the Auctioneer.
Seller means any person who sells a Lot.
Software means the programs and other operating information used by a computer.
Timed Online Auctions means the auctions conducted completely online and allows bidders to bid when it is convenient to them. Timed Online auctions starts at a set time and stays open over a number of days. All timed auctions allow extended bidding (or bid extension). If a bid is placed on a lot within a specified time before closing, the bidding will automatically be extended for a set period of time.
Total Net Proceeds means the Sale Price of the Auction Product after deducting any agreed charges and the Commission due.
Trust Account means the trust account set up by the Auctioneer as part of their obligations under the terms of this Agreement.
(a) This Agreement commences on the Commencement Date and shall be for a period of ONE (1) YEAR unless otherwise terminated.
(b) This Contract can be terminated by either the Auctioneer or the Seller by giving twenty-four (24) hours Written Notice to the other at any time prior to the sale of the Auction Product.
(c) Upon Termination taking effect:
(i) The Seller will remove the Auction Product from the Auctioneer’s premises within seven (7) days after termination of the Contract;
(ii)The Seller will pay any monies owed to the Auctioneer before removing the Auction Product.
(iii)If the Auction Product is not removed, or monies owed are not paid within seven (7) days, the Auctioneer may return the Auction Product to the Seller’s address and recover any expenses incurred during the administration, handling and other charges.
(d) Cancellation. In the event of cancellation, this Agreement shall remain in effect to govern the temperament of any remaining Auction Product
(a) The signing of this Agreement by the Seller and the Auctioneer or a person authorised by the Auctioneer means an agreement has been made between the Seller and the Auctioneer for the Auction Product to be sold on the terms and conditions stated in this Agreement.
(b) No agreement is made unless the Seller is provided with a copy of this Agreement at the time it is signed by the Seller and Auctioneer or a person authorised by the Auctioneer.
(c) The Seller grants the Auctioneer the exclusive right to sell the Auction Product stated on this Agreement.
(d) The Seller shall deliver to Auctioneer the Auction Product as are mentioned in the attached Schedule 1 (the “Auction Product”) and Auctioneer shall accept such Auction Product according to the conditions of this Agreement and on either a “Reserve Price Auction” or “No Reserve Price Auction” basis to be notified by the Seller BEFORE the auction is scheduled to take place.
(e) The Seller authorises the Auctioneer to charge the Purchaser a Buyer’s Premium, being a percentage of the sale price, as part consideration for the services provided under this Agreement The percentage for the Buyer’s Premium is to be at the sole discretion of the Auctioneer, set out in Schedule 1.
(e) The Seller shall cooperate fully to effect fulfillment with any law, rule or regulation governing the Auction Product.
(f) The Seller will be responsible to provide any warranties and guarantees for the Auction Product, if any.
(f) The Seller represents and warrants that its books of account shall imitate that the Auction Product are shipped and delivered to Auctioneer as a sale for the purpose of the auction.
(g) Upon shared agreement of the parties, the Schedule 1 may be revised from time to time and further Schedules added during the period of this Agreement.
(a) The Auctioneer confirms it is authorised to sell Auction Products on their existing licence and are able to provide proof they have sufficient resources to meet the obligations of their licence and the applicable categories.
(b) The Auctioneer has a strict obligation to carry out the instructions of the Seller, including whether the sale is either on a “Reserve Price Auction” or “No Reserve Price Auction” basis, to be notified by the Seller to the Auctioneer BEFORE the auction is scheduled to take place.
(c) In performing their actions as a Auctioneer, The Auctioneer must exercise care, skill and diligence.
(d) The Auctioneer has a duty to exercise their obligations and judgement in the best interest of the Seller.
(e) The Auctioneer is not able to place their own interests, or anyone else’s, above the interests of the Seller.
(f) The Auctioneer must disclose to the Seller all pertinent information with regards to selling the Auction Product, including but not limited to all offers made for the Auction Product.
(g) The Auctioneer is unable to delegate their power to act on behalf of the Seller to another third party, unless the Seller provides authority for The Auctioneer to do so.
(h) The Auctioneer at its sole discretion, is entitled to close or extend an auction for the Auction Product before its scheduled closing date and time, or withdraw the Auction Item from the auction altogether if:
(i) the Auctioneer reasonably suspects there is or may be fraudulent or malicious bidding;
(ii) there are or may be processing or system errors;
(iii) there are technical errors affecting the venue or online site;
(iv) the Auctioneer finds reasonable cause to suspect the proof of ownership of the Auction Item;
(v) the Auctioneer is required to comply with law enforcement requests or requirements; or
(vi) the Auctioneer determines there is reasonable cause to do so for the integrity and reputation of the Auctioneer.
(a) not to offer for sale any Lot or part of any Lot described in the catalogue;
(b) to offer two or more of the Lots described in the catalogue as separate Lots for sale together as one Lot;
(c) should such Lots referred to in (b) not be sold to a successful bidder, to offer such Lots as separate Lots;
(d) to withdraw any Lot or Lots from sale;
(e) to refuse to accept a bid or bids from any person or persons;
(f) to refuse admission to or eject from the auction site any person or persons;
(g) to refuse to accept any bid for a lot being less than a sum nominated from time to time by the Auctioneer;
(h) to keep secret the existence and amount of any reserve price of a Lot prior to the close of bidding or withdrawal from sale of the Lot;
(i) in the event that any Buyer shall successfully bid for more than one Lot at the auction
(i) to appropriate any moneys received from that Buyer in satisfaction or partial satisfaction of the purchase price due in respect of any one or more of such Lots to the total or partial exclusion of amounts due in respect of any other such Lot or Lots as the Auctioneer shall see fit; and\
(ii) to elect at any time to treat each contract for the sale of each Lot as interdependent with each other and default under any such contract shall be default under all such contracts;
(j) to bid on behalf of any prospective Buyer with or without disclosure;
(k) in the event that any Lot is not sold at the auction to offer to sell the same immediately after the auction by private sale but otherwise subject to these Conditions.
(l) Without limiting the generality of the foregoing the Auctioneer is entitled to recover from the Buyer;
(i) a sum for expenses and charges incurred by the Auctioneer in connection with or incidental to the auction and in respect of any resale;
(ii) the amount of any applicable commission or Buyer’s Premium;
(iii) any applicable sales tax or any other government tax or fee relating to or arising from the sale of the Lot or part thereof.
(iv) Any costs incurred by the auctioneer relating to debt collection.
(a) The Auctioneer shall receive, hold and exercise reasonable care for such Auction Products which shall remain the sole and exclusive property of Seller.
(b) Any costs linked with the care of the Auction Product, while in the possession of the Auctioneer, shall be borne by the Seller.
(c) All lawful and reasonable right, title and interest (“Title”) to the Auction Product shall remain with the Seller until such Auction Products are used by the Auctioneer, at which time Title shall immediately pass to the Purchaser at the relevant auction.
(a) The Auctioneer shall forward to the Seller their payment terms specified in this clause the invoice amount for the Auction Product sold by the Auctioneer during the previous week.
Deposit from Buyer
(b) On the fall of the hammer, the Auctioneer may require and the Buyer shall pay to the Auctioneer or his or her clerk, by cash, credit card (Visa and Mastercard only) or bank cheque, a deposit of 10% of the purchase price for the Lot purchased.
(c) If the Buyer fails to pay the deposit the Auctioneer may put the Lot up for bidding and resale and the defaulting Buyer’s bid shall not be taken again at the resale.
(d) If the resale price is lower than the price obtained on the first sale, the difference in price shall be an amount recoverable by the Auctioneer or Seller as a debt due and payable by the Buyer.
(a) Prices for the Auction Product shall be as set out in Schedule 1.
(b) The Seller will inform the Auctioneer whether the sale is either on a “Reserve Price Auction” or “No Reserve Price Auction” basis, to be notified by the Seller to the Auctioneer BEFORE the auction is scheduled to take place.
(c) If the Auctioneer sells the Auction Product, the Auctioneer will pay any Total Net Proceeds to the Seller within two (2) Business Days of receiving payment.
(d) Payment by direct bank transfer of Electronic Financial Transfer (EFT) is preferred. If the payment for all or part of the Sale Price of the Auction Product has been made by cheque, the payment will not be considered to have been received by the Auctioneer until the cheque has been honoured.
(e) The Auctioneer will not release the Auction Product to the Purchaser until the Purchase Price has been paid in full to the Auctioneer.
(a) Persons attending the auction site, before, during or after the auction do so solely at their own risk. The Auctioneer, his or her agents, employees or principals shall not, in any way be liable for any injury sustained to any persons or for any damage to or loss of property howsoever caused.
(b) All persons attending the auction site under the age of 16 years are required to be in the care of and under the supervision of an adult.
3.1 The Seller will retain Sellership and property in the Auction Product until such time as the Purchase Price has been paid in full by the Auctioneer.
3.2 The Seller declares that they have the legal right to sell the Auction Product. The Seller will provide the Auctioneer with a certificate from the Register of Encumbered Auction Products within two (2) Business Days after signing this Contract.
3.3 If a registered security interest is recorded pursuant to the Chattels Security Act 1987 (WA) on the Auction Product, the interest must be discharged prior to the Sale of the Auction Product.
3.4 The Seller reserves the right to conduct compulsory Personal Property Securities check on the PPS Register (PPSR) on all equipment that has an identification or serial number. The Seller will require Proof of Sellership is required along with any licensing or certification documents of all parties involved.
3.5 The Seller will give the Auctioneer all licence and registration documents, Seller’s manual and service records (if any) relating to the Auction Product within two (2) Business Days after signing this Contract.
3.6 Disposition of Unsold Auction Product: In the event that Auction Product not already covered by a Auctioneer Purchase Order are not used or sold by the Auctioneer upon cancellation of this Agreement, Auctioneer, at its choice, may elect to:
(a) purchase some or all of the remaining Auction Product from the Seller at the price(s) to be agreed upon by both parties; and/or
(b) assign for return to the Seller the Auction Product, in which case Seller, at its only risk, cost and expense shall remove or cause to be removed the Auction Product at no charge to Auctioneer; and/or
(c) Unsold Auction Product at the auction will automatically be re-sent to the next auction for the second time. If still not sold then the Seller and Auctioneer agree to negotiate a mutually acceptable outcome in relation to that unsold Auction Product, including but not limited to the possibility of a third auction listing or to return to Seller.
4.1 Prior to Auction each Bidder shall complete either a Bidder Registration Form, or have registered for the auction online at www.aussizauction.com.au and receive a bidders number from the office staff. Bidders in possession of a Permanent Buyers card are exempt from this requirement.
4.2 Upon the request of the Auctioneer or his or her clerk, a Buyer may be required to provide his or her full name and residential address immediately.
4.3 A Buyer shall not be deemed to purchase as a principal unless at the time of sale or at the time of completing the Bidders Registration Form the Buyer:
(a) discloses to the Auctioneer that he will be bidding on behalf of a principal and shall supply the full name and address of that principal; and
(b) gives to the Auctioneer a copy of a written authority to bid for and on behalf of that principal.
4.4 Highest Bidder deemed to be the Buyer
(a) Subject to any reserve price, the highest Bidder for each Lot shall be the Buyer.
(b) Subject to section 4.5 ‘Bid Disputes’, the entry of the Buyer’s name in the record or book kept by the Auctioneer or his or her clerk shall be binding upon the Buyer and such record or book, together with these conditions, shall constitute the whole of the contract between the Auctioneer and the Buyer and as between the Buyer and the Seller.
4.5 Bid Dispute. If a dispute arises as to any bid, the Auctioneer shall, at his or her absolute discretion, either determine the dispute immediately or resume the bidding at the last undisputed bid. In either case the dispute must occur before the next Lot is offered for bids.
Buyer Default
4.6 If the Buyer fails to comply with any of the above terms the deposit or any monies paid shall be forfeited, without notice to the Buyer, to the Auctioneer and the Lot in respect of which the default has been made may be resold by public or private sale or disposed of if no longer of commercial value.
4.7 The defaulting Buyer shall pay all the expenses arising from the default including the cost of any removal, warehousing, advertising, commission and resale of the Lot. This amount may be recovered by the Auctioneer or Seller as a debt due and payable by the Buyer.
4.8 If the price obtained on the resale is lower than the price obtained at the original sale, the difference in price may be recovered by the Auctioneer or Seller as a debt due and payable by the Buyer.
5.1 The Seller will be responsible for the cost of repairing any defects or faults identified prior to the Sale of the Auction Product.
5.2 The Auctioneer will not be liable for any loss or damage which may occur to the Auction Product except for:
(a) any theft, loss or damage which may arise out of any negligent act or omission on the part of the Auctioneer or any person acting on behalf of the Auctioneer; or
(b) any breach of the Australian Consumer Law or Trade Practices Act 1974 (Cth), the liability and remedies for which cannot be excluded by agreement.
5.3 Risk of Loss and Insurance:
(a) The risk of unintentional loss or devastation of the Auction Product while in the possession of Auctioneer shall be borne by the Seller.
(b) The Auctioneer shall have no liability to Seller as a bailee or otherwise with respect to Auction Product apart from any damages may be directly and proximately caused exclusively by Auctioneer gross negligence or Auctioneer’s intentional damage to, or destruction of, Auction Product.
(c) It shall be the responsibility of Seller to sufficiently insure the Auction Product at its own cost, for the benefit of and in the name of Seller.
6.1 The Auctioneer will give Notice to the Seller if the Auction Product has been found or is declared unfit for Sale by any government authority.
6.2 The Seller will be responsible for any costs or actions necessary to have the Auction Product declared fit for sale or to remove the Auction Product from the Auctioneer’s premises.
Return of Auction Product
6.3 If the Auctioneer requires any Auction Item to be returned to the Seller, a Return Fee will apply based on reasonable handling and administration costs. The Seller must collect the relevant Auction Item’s nominated facility within seven (7) days of the Auctioneer’s request. If not collected within this period, the Auctioneer reserves the right to charge a Storage Fee, set at the sole discretion of the Auctioneer and to be informed to the Seller.
Abandonment of Auction Product
6.4 If the Auction Product is not collected within 1 month of the Auctioneer’s request, that Auction Product will be reasonably deemed as abandoned. To the extent permitted by law, the Auctioneer may dispose of or sell off any abandoned Auction Products at its sole discretion, and be entitled to any resulting proceeds.
Payment for Repairs to Auction Product
6.5 If repairs are required to the Auction Product prior to the sale, the Auctioneer will not carry out any work on the Auction Product without the prior written consent of the Seller. The Seller may authorise the Auctioneer to deduct the cost of repairs from the Proceeds Payable after the Sale of the Auction Product.
Warranty and Guarantee Claims on Auction Product
6.6 The Auctioneer will be responsible to pay for warranty and guarantee claims which arise about the quality or fitness of the Auction Product in accordance with the Auctioneer’s statutory responsibility that may apply under the Motor Auction Item Auctioneers Act 1973 (WA), Fair Trading Act 1987 (WA) or the Trade Practices Act 1974 (Cth).
6.7 The Auctioneer agrees not to claim from the Seller any costs arising for such repairs, either directly, or by way of deduction from the Total Net Proceeds retained in a Trust Account.
7.1 A sale shall not be invalidated by reason of any fault or defect in a Lot and the Buyer remains bound to take delivery without any allowance or reduction in the purchase price.
7.2 A sale shall not be invalidated by reason of an error or misdescription in the catalogue or elsewhere as to the quantity, measurements, specifications or quality of a Lot and the Buyer remains bound to take delivery without any allowance or reduction in the purchase price
7.3 The Auctioneer and the Seller make no warranties either express or implied, other than those implied by Common Law or Statute the exclusion of which would render this condition void or voidable or which would constitute an offence by the Auctioneer or the Seller.
7.4 No warranty, either express or implied, is given by any verbal affirmation made by the Auctioneer.
7.5 The Auctioneer or Seller is not liable to pay compensation to a Buyer for any fault or defect in a Lot or for any error or misdescription or for any missing part or quantity.
7.6 Bidders must satisfy themselves by inspection or otherwise as to the nature and authenticity of a Lot and accept the same with all faults, latent or patent.
8.1 Unless specifically provided, any sale of computer equipment at this auction is intended to be the sale of Computer Hardware only.
8.2 If the sale of any computer equipment includes Software, the Software may be the subject of a Software Licence Agreement. A copy of this agreement may be obtained from the computer manufacturer or the Seller.
8.3 If the Software is not capable of being assigned with the Computer Hardware, the Buyer acknowledges that any use of the Software may be a breach of the Software licence agreement and is entirely responsible for the consequences that result.
8.4 If the Software is capable of being assigned with the Computer Hardware, the Buyer acknowledges that they are bound by terms and conditions of the Software licence agreement and that such conditions may restrict the use of the Software.
9.1 It is a condition of using our site/ services that all bidders provide us, the Auctioneer, with information that is correct and complete. Failure to do so may result in your account being suspended.
9.2 The Bidder will be held responsible for the security of their log in details (user name and password) The Auctioneer will assume that any bids placed by a bidders account have been authorised by the bidder. Under no circumstances will unauthorised use, or access, reduce your liability regarding the auction.
9.3 Once a bid is placed by Bidder, it cannot be withdrawn.
9.4 Once a maximum bid has been set, it cannot be reduced or withdrawn.
9.5 The Auctioneer reserves the right to suspend a bidders account for any reason including: non-payments; information provided by the bidder is untrue, inaccurate or incomplete; or the bidder has engaged in any form of bid manipulation.
10.1 The auctioneer reserves the right to close a timed online auction before the scheduled time for any reason.
10.2 In the instance that two bids are placed for the same amount, the bid that is confirmed first will take precedence.
10.3 Timed Online Auctions are subject to extended bidding (also known as bid extension). Any bids placed within the nominated amount of time prior to the scheduled auction close time will extend the auction close time by a predetermined amount of time.
10.4 The auctioneer is not responsible to any bids not received, processed or accepted due to technical difficulties. Technical difficulties may include, but are not limited to website server issues, internet connection issues, internet signal strength and incorrect login credentials. As a user of our service you acknowledge that the internet can be unstable and, sometimes insecure environment and that at times the website and its services may be unavailable.
10.5 Should the auctioneer experience issues in processing and / or site downtime the auctioneer may do any or all of the following;
(i) Extend an auction for a period of time
(ii) Re-open an auction for a specified period of time
(iii) Cancel the entire online auction, including any transactions that have already taken place, and conduct the auction again.
10.6 Neither the Auctioneer nor the seller shall be deemed liable for any loss of profits or damages arising from issues with the website or the online auction platform.
10.7 TIME TO BE THE ESSENCE. Time shall be of the essence in the sale of any Lot and in the performance of the above terms and conditions.
11.1 From the fall of the hammer, each Lot is at the Buyers risk. The Auctioneer and the Seller shall not be accountable for any deficiency, damage, breakage, malfunction or loss, which may happen therefter.
Removal of Lots
11.2 At the Buyers own cost, the Buyer shall remove the Lot within the time frame specified by the Auctioneer or by no later than 48hours following payment of invoice:
11.3 The Buyer shall not remove a Lot during an auction.
11.4 The Buyer is fully responsible for the expense and risk of the removal of a Lot and for any damage to property or injury to persons caused by themselves, their agents or employees which occurs during the removal of a Lot. Any Lots not removed within 21 days will incur a storage fee of $50 per day (plus GST).
11.5 Any part of a Lot which a Buyer does not remove within the time frame specified in 10.1 may be thereafter removed by some person, firm or company engaged by the Auctioneer and stored at the auction site or elsewhere, at the discretion of the Auctioneer. Such removal and storage shall be deemed to be made at the request of the Buyer and all costs incurred by the Auctioneer shall be recoverable by the Auctioneer and the Seller as a debt due and payable by the Buyer.
11.6 The disconnection of any gas or electrical services from any piece of Plant or Equipment carried out during the removal of a Lot must be performed by a competent and qualified tradesperson.
Payment for the Lots
11.7 Prior to the end of the auction or at any time thereafter specified by the Auctioneer (maximum 48 hours), the Buyer shall pay to the Auctioneer the full purchase price for the Lot including any applicable sales tax, GST, any other government tax and/or any applicable Buyer’s Premium.
11.8 The purchase price and any part thereof, shall be paid by cash, credit card (Visa and Mastercard only), direct deposit or bank cheque.
11.9 Any balance of the purchase price shall be paid by the Buyer to the Auctioneer within the time period required in these conditions to take delivery of the Lot and the Buyer shall not be entitled to request the delivery of the Lot until the purchase price has been paid in full.
11.10 The Auctioneer and the Seller reserve the right to restrict access to the Lot prior to the Lot being paid for in full.
11.11 Title to the Lot shall not pass to the buyer until all payments are cleared by the Auctioneer’s bank.
11.12 Any balances paid by credit card will incur a fee of 1.1% plus any applicable GST
11.13 Any payment not received within 24 hours will be followed up by the auctioneers nominated debt collection agency. Buyers must pay all nominated costs associated with the debt collection process including but not limited to the debt collection fees and commissions prior to goods being released.
12.1 Seller's warranties. The Seller warrants and represents to the Auctioneer that the Auction Products are fit for purposes of this Agreement, to the best knowledge of the Vendor, true, complete and accurate, including:
(a) the execution and delivery of this Agreement has been properly authorised by all necessary corporate action of the Seller;
(b) the Seller has full corporate power and lawful authority to execute and deliver this Agreement, and perform or cause to be performed its obligations under this agreement;
(c) this Agreement constitutes a legal, valid and binding obligation on the Seller, which is enforceable in accordance with its terms, by appropriate legal remedy;
(d) this Agreement does not conflict with, or result in, the breach of any provision of the Seller’s constitution or any material term or provision of any agreement or deed or any writ, order or injunction, judgment, law, rule or regulation to which it is a party or by which it is bound; and
(e) there are no actions, claims, proceedings or investigations pending or threatened against it or, to its knowledge by, against or before any person which may have a material effect on the transactions required for the Auction Products in accordance with this agreement.
12.2 Seller's indemnity. The Seller indemnifies the Auctioneer against:
(a) any Loss or Claim of or against the Auctioneer, to the extent that the claim arises from, or is connected with, any breach of any of the Warranties of the Auction Products or any other term of this agreement; and
(b) any Loss or Claim of or against the Auctioneer, by reason of the Auction Products being worth less than they would have been worth as a result of any breach of any Warranties or any other term of this agreement;
(a) Where this Agreement provides that a party must treat any information confidentially, that party must not, and must ensure that any person who receives the information by the party's authority does not, until expiry or termination:
(i) disclose any of the information in any form to anyone else; or
(ii) use any of the information except to:
(A) acquire or check information in connection with this Agreement and the transactions contemplated by it; or
(B) perform any of its obligations under this Agreement or in relation to any of the transactions contemplated by it.
(b) The restrictions in this section clause do not apply if:
(i) the information is disclosed to a professional legal or financial adviser, or banker as adviser of the party, in relation to a transaction contemplated by this Agreement; and
(ii) that party undertakes:
(A) not to disclose any of the information in any form to anyone else; and
(B) only to use the information for the purposes of advising the party, providing finance to the party or providing consent to the financing of the party.
(c) The restrictions in this section do not apply if:
(i) the person who provides the information has first agreed in writing to the disclosure or use of the information;
(ii) the law requires the disclosure or use; or
(iii) the information is available generally (but not if it is because a person has contravened a confidentiality obligation.)
(a) this Agreement;
(b) the Auction Products; and
(c) any instrument or transaction contemplated by this Agreement.
(a) If the Seller makes a supply to the Auctioneer under, or in connection with, this Agreement, then (unless the consideration is expressly stated to be inclusive of GST) the consideration for that supply is exclusive of GST.
(b) In addition to paying consideration for a supply (unless the consideration is excusive of GST) the Auctioneer making the payment must:
(i) pay to the Seller an amount equal to any GST for which the Seller is liable on that supply, without deduction or set-off of any other amount; and
(ii) make that payment as and when the consideration must be paid or provided.
(c) The Auctioneer need not pay GST unless they have received a tax invoice (or an adjustment note) for that supply.
(d) If a party provides payment for a claim or a right to claim under or in connection with this Agreement (for example, for a breach of any warranty or for reimbursement of any expense) that gives rise to a liability for GST, the provider must pay, and indemnify the claimant against, the amount of that GST.
(e) If a party has a claim under, or in connection with, this Agreement for a cost on which that party must pay an amount for GST, the claim is for the cost plus all amounts for GST (except any amount for GST for which that party is entitled to an input tax credit).
(f) If a party has a claim under, or in connection with, this Agreement, and the calculation of the claim amount depends on actual or estimated revenue or loss of revenue, this must be calculated without GST.
(a) delivered to that organisation’s postal address;
(b) sent by pre-paid mail to that organisation’s postal address; or
(c) sent by email to that organisation’s email address.
A Notice given to a person in accordance with this clause is treated as having been given and received:
(a) if delivered to the organisation’s address, on the day of delivery if a Business Day, otherwise on the next Business Day;
(b) if sent by pre-paid mail, on the third Business Day after posting; or
(c) if sent by email and the sender does not receive a message from its internet service provider or the recipient's mail server indicating that it has not been successfully transmitted, on the day of sending if a Business Day, otherwise on the next Business Day.
(a) This Agreement and its Schedules, which are annexed and form an integral part of this Agreement, is the entire agreement of the parties on the subject matter.
(b) The only enforceable obligations and liabilities of the parties in relation to the subject matter are those that arise out of the provisions contained in this Agreement.
(c) All representations, communications and prior agreements in relation to the subject matter are merged in and superseded by this Agreement.
(a) is to be read down for the purposes of that jurisdiction if possible; or
(b) if cannot be read down, is to be severed to the extent of the invalidity or unenforceability for the purposes of that jurisdiction,
so as to be valid and enforceable in that jurisdiction.
Annexed to and forms part of the AUSSIZ AUCTION AGREEMENT
that the Seller is not liable to compensate the Purchaser.
