Wholesale Exchange Terms and Conditions
Welcome to the Wholesale Exchange
We are excited to offer Users access to the Wholesale Exchange, a website designed for dealers only.
By accessing the website at http://wholesaleexchange.com.au/,
Users agree to be bound by these terms and conditions (and the other terms and conditions and policies referred to in
these terms and conditions and any other notices on the Wholesale Exchange website) as amended from time to time, as
well as all applicable laws and regulations.
In these terms and conditions, unless the context otherwise requires or implies:
$ means Australian dollars.
Auction means the auction of a Vehicle on the Site.
Auction End Time means the time and date specified by the Seller at which the Auction of a particular Vehicle will end.
Buy Now Price means the price specified by the Seller at which a User can purchase a Vehicle immediately.
Complaint Period has the meaning given in clause 7(a).
End Time means the Auction End Time or the Tender End Time (as applicable).
GST means the goods and service tax as imposed by the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
Loss means any claim, loss, liability, damage, expense, penalty, outgoing or cost whatsoever and however arising, whether present, unascertained, immediate, future or contingent and includes indirect and consequential losses.
Material means information regarding Vehicles, Vehicle data, advertisements (including third party advertisements), software and any other information or materials displayed on the Site.
Purchase Price means the highest bid accepted by the Seller for a Vehicle at the End Time or, in the case of a Vehicle which is purchased at a Buy Now Price, the Buy Now Price.
- in respect of a Vehicle sold by Auction, the User who has bid the highest amount at the Auction End Time for that Vehicle, provided that such amount is equal to or greater than the Seller’s reserve price for that Vehicle;
- in respect of a Vehicle for which the Seller has specified a Buy Now Price:
- the User who agrees to purchase the Vehicle at the Buy Now Price prior to the Auction End Time; or
- if no User agrees to purchase the Vehicle at the Buy Now Price prior to the Auction End Time, the User who has bid the highest amount at the Auction End Time, provided that such amount is equal to or greater than the Seller’s reserve price for that Vehicle; or
- in respect of a Vehicle sold by Tender, the User who has bid the highest amount at the Tender End Time for that Vehicle, provided that such amount is equal to or greater than the Seller’s reserve price for that Vehicle.
Sale means the sale by a Seller and purchase by a Purchaser of a Vehicle through the Site.
Seller means the owner of a Vehicle.
Site means the website at http://wholesaleexchange.com.au/
Tender means the process whereby:
- a Seller makes a Vehicle available for Users to view prior to the Tender End Time; and
- Users bid on that Vehicle through the Tender tab of the Site.
Tender End Time means the time and date specified by the Seller at which the Tender of a particular Vehicle will end.
User means any user of the Site, and includes Purchasers and Sellers.
Vehicle means any motor vehicle which a Seller uploads to the Site for sale.
W.E. means the Wholesale Exchange Pty Ltd (ACN 608 222 804).
- Relationship between W.E and Users
- The contract for a Sale is made directly between the relevant Seller and the relevant Purchaser.
- W.E. does not:
- act as the agent or broker for any User;
- arrange any contract between Users; or
- provide any warranty in relation to the Vehicles.
- W.E. is not liable for payment for any Vehicle or for the costs associated with any warranty issues that may arise in respect of any Vehicle.
- If any dispute arises in relation to a Vehicle or a Sale, the dispute is between the Purchaser and the Seller. W.E. will not be responsible for resolving any dispute between Users except to the extent set out in these terms and conditions. W.E. may however use reasonable endeavours to act as a mediator in regards to any dispute that may arise between a Seller and a Purchaser.
- The Purchaser and the Seller agree to release W.E. from any claim, action, tribunal or court proceeding in respect of any Vehicle or Sale and to indemnify W.E., on a full indemnity basis, from all liability, including all costs incurred by it in relation to any such claim.
- Bidding for a Vehicle
- All bidders must be 18 years of age or older.
- All Vehicles are bidded on and purchased on an ‘as is, where is’ basis.
- The Seller of a Vehicle will determine, in the Seller’s absolute discretion:
- the reserve price for that Vehicle; and
- in the case of a Vehicle offered for sale by Auction, whether or not the Vehicle will have a Buy Now Price.
- For the avoidance of doubt, Vehicles offered for sale by Tender will not have a Buy Now Price.
- A Seller’s dealership name, address, office phone number, first name, and either a mobile number or email address (or both) will be displayed on the Site. A Seller can manage their privacy settings to control the personal details that are displayed on the Site using the ‘My Account’ feature.
- The Seller may reserve the right to pass in a Vehicle if the Vehicle does not meet the Seller’s reserve price.
- If a Vehicle does not meet the Seller’s reserve price by the End Time, W.E. may, in its absolute discretion:
- contact the Seller and ask if the Seller wishes to sell to the User who bid the highest price for the Vehicle prior to the End Time; or
- notify the User who bid the highest price for the Vehicle prior to the End Time of the Seller’s reserve price and ask if that User wishes to increase their bid to meet the Seller’s reserve price.
If a Sale arises as a result of W.E.’s actions pursuant to either clause 3(g)(i) or 3(g)(ii), the Sale will be subject to the charges set out in clause 5.
- By uploading a Vehicle to the Site, a Seller agrees to:
- the Seller’s information being displayed in accordance with clause 3(e); and
- other members of the Site contacting the Seller directly to enquire about the Vehicle.
- Subject to clause 7, each User acknowledges and agrees that, by bidding on a Vehicle in an Auction or in a Tender, the User is bound to purchase the Vehicle from the Seller at the bid price if the User’s bid is successful.
- W.E. is not responsible for bids that were not processed due to technical problems and/or delays.
- Vehicle prices exclude government and statutory charges (unless otherwise stated).
- Payment upon completion of Sale
- Upon completion of an Auction or a Tender (as applicable) or if a User elects to purchase a Vehicle at the Buy Now Price, within one Business Day of the Sale the Purchaser and the Seller must:
- must make contact with each other to finalise the terms of payment and delivery of the Vehicle; and
- Finalise the sale through their dashboard to notify the W.E. of a transaction
- What W.E. charges Users
- In consideration for the Users’ use of the Site, W.E. will charge Users, and Users agree to pay, the fees set out in this clause 5.
- Upon registering with the Site, Users will be charged a once off registration fee of $399. This registration fee will be waived for all new Users that register with the Site before 1 February 2018.
- Upon a Sale by Auction, W.E. will charge:
- the Seller the greater of:
- 10% of the difference between the reserve price for that Vehicle set by the Seller before the start of the Auction and the Purchase Price. For example, if the Seller sets a reserve price for a Vehicle of $10,000 and the Purchase Price is $11,000, W.E. will charge the Seller $100; and
- a flat fee of $50; and
- the Purchaser a flat fee of $50.
- Upon a Sale at a Buy Now Price, W.E. will charge:
- the Seller a flat fee of $50; and
- the Purchaser a flat fee of $50.
- Upon a Sale by Tender, W.E. will charge:
- the Seller a flat fee of $50; and
- the Purchaser a flat fee of $50.
- If a Seller uploads a Vehicle onto the Site and then withdraws the Vehicle from the Site before the End Time for that Vehicle (other than because the Vehicle has been purchased at a Buy Now Price), W.E. will charge the Seller a flat fee of $100.
- If a Sale (other than a Sale by Tender) does not complete because the Vehicle has been incorrectly or incompletely described, W.E. will charge the Seller a flat fee of $100.
- If a Purchaser withdraws from a Sale after the End Time or after agreeing to purchase the Vehicle at the Buy Now Price (as applicable), W.E. will charge the Purchaser a flat fee of $100.
- If a sale occurs independently of the Site involving any Purchaser who first became aware of the Vehicle through the Site, the fees set out in clause 5(c), 5(d) or 5(e) (as applicable) will remain payable as if the sale had occurred through the Site.
- All charges specified in these terms and conditions are exclusive of GST.
- W.E. reserves the right to revise the above charges on an annual basis. W.E. will provide at least 30 days’ notice to Users of any variation to the above charges arising out of such review.
- Invoicing and payment
- W.E. will issue an invoice to each User on a monthly basis.
- Unless otherwise agreed between W.E. and a User, invoices will be emailed to the email address supplied by each User upon registration.
- Users must pay the amount invoiced by W.E within 30 days of the date of the invoice.
- Vehicle condition and disputes
- If a Vehicle has been incorrectly described by the Seller on the Site to such a material extent that, as a result, the Purchaser no longer wishes to purchase the Vehicle at the Purchase Price, the Purchaser must notify W.E. in writing of that fact, together with an outline of the incorrect description and the estimated cost of repairing the Vehicle to the standard described by the Seller on the Site, within two Business Days of the time of purchase (Complaint Period).
- Upon receipt of a complaint notice in accordance with clause 7(a), W.E. may:
- require the Seller and the Purchaser to attend mediation with the W.E. at the W.E.’s offices or by teleconference; and/or
- arrange an independent inspection of the Vehicle to determine the repair costs required to arrive at an agreement between the Purchaser and the Seller.
- If W.E. arranges an independent inspection of the Vehicle and:
- the Vehicle is found to be substantially similar to the Seller’s initial description of the Vehicle on the Site, W.E. will consider the Sale successful, the charges set out in clause 5 will apply and the Purchaser shall reimburse W.E. for the cost of the independent inspection; or
- the Vehicle is found not to be substantially similar to the Seller’s initial description of the Vehicle on the Site, the Purchaser will not be obliged to purchase the Vehicle (and will not be charged by W.E.) and:
- the Seller will be charged a $100 fee for inaccurately describing the Vehicle;
- the Seller shall reimburse W.E. for the cost of the independent inspection;
- W.E. may issue a written warning to the Seller or may elect to remove the Seller’s access to the Site;
- if any transport costs have been incurred by the Purchaser, the Seller must reimburse the Purchaser for those costs; and
- if the Seller uploads the Vehicle to the Site again, the Seller must amend the description to accurately reflect the Vehicle.
- Any grievances or complaints raised after the expiry of the Complaint Period will be void and the Seller and the Purchaser will be charged in accordance with clause 5.
- The Purchaser acknowledges that:
- W.E. is unable to, and does not carry out an inspection of the Vehicles offered for sale on the Site;
- the information that W.E. has in relation to each Vehicle is information provided to W.E. by the Seller of each Vehicle (including any inspection, condition, pre-auction reports or other information as to the condition of the Vehicle);
- the information provided by the Seller in relation to each Vehicle is not guaranteed by W.E.;
- the Purchaser must satisfy itself as to the condition, description and state of repair of the Vehicle prior to bidding for that Vehicle; and
- W.E. does not provide any warranty in relation to any Vehicles advertised for sale on the Site including, but not limited to, any representation or warranty that the Vehicles are of merchantable quality, fit for the purpose intended, safe for the purpose intended or as described by the Seller.
- If a dispute arises in relation to any information provided by the Seller, the Purchaser indemnifies W.E. from any Loss arising from such dispute (including costs on a full indemnity basis).
- Notwithstanding anything else in these terms and conditions, in respect of a Vehicle being offered for sale by Tender:
- the User acknowledges that the Vehicle will be available for viewing as set out in the details for that Vehicle on the Site;
- it is a User’s responsibility to view the Vehicle prior to placing their bid for that Vehicle;
- regardless of whether a User actually views the Vehicle prior to placing their bid for that Vehicle, the User is deemed to have accepted the Vehicle on an ‘as is, where is’ basis prior to placing their bid for that Vehicle;
- once a bid is placed by a User it is deemed as final; and
- the dispute resolution provisions set out in clauses 7(a) to 7(d) of these terms and conditions do not apply.
- Rating other Users
When rating another User, Users must be fair and honest. Abusive language will not be tolerated.
- Title to the Vehicle
- In respect of each Vehicle that a Seller uploads to the Site, the Seller represents and warrants to the Purchaser and W.E. that, from the time that such Vehicle is uploaded to the Site until the time of completion of the Sale of that Vehicle:
- the Seller has good title to that Vehicle;
- the Seller has proper authority to sell that Vehicle; and
- there are no undisclosed encumbrances, liens or security interests (as defined in the Personal Property Securities Act 2010 (Cth)) over that Vehicle.
- The Purchaser acknowledges that it is the Purchaser’s responsibility to make all relevant searches, enquiries and investigations in relation to any Vehicle on the Site, including the written off vehicle register, register of encumbered vehicles or the personal property securities register prior to bidding for a Vehicle.
- The Purchaser acknowledges that guarantee of title is given by the Seller and not by W.E.
- Use license
- Users are granted permission to temporarily download one copy of the Material for personal, non-commercial (other than for the purpose of buying and selling Vehicles) transitory viewing only.
- This is the grant of a license, not a transfer of title. Under this license Users may not:
- modify, copy, distribute, transmit, display, perform, reproduce, publish or license any Material;
- use or attempt to use any Material to create any website or publication or searchable database or attempt to reverse engineer any software contained on the Site;
- mirror anything on the Site;
- use any automated process of any sort to query, access, retrieve, scrape, data-mine or copy any Material or generate or compile any document, index or database based on the Material;
- use the Material for any commercial purpose other than for buying or selling Vehicles, or for any public display (commercial or non-commercial);
- transfer or sell any information, functionality or products or services offered on the Site; or
- undertake any other action which is in violation of these terms and conditions (or other terms and conditions and policies referred to in these terms and conditions) or any applicable law.
- This license shall automatically terminate if the User violates any of the restrictions set out in clause 10(b) and may be terminated by W.E. at any time. Upon terminating a User’s viewing of the Material or upon the termination of this license, the User must destroy any downloaded Material in the User’s possession, whether in electronic or printed format.
- Users are responsible for the use of the Site
- Each User warrants that its computer system is adequate and can facilitate the use of the Site. No responsibility is taken by W.E. for any Loss and or damage caused to the User's computer system due to the use by the User of the Site.
- Whilst W.E. takes care to ensure that the Material on the Site is correct, current and free from errors, the Material could include technical, typographical, or photographic errors. W.E.
does not warrant the accuracy, reliability, currency or completeness of, or the representations made in the Material,
or any information received as a result of using the Site. Users are responsible for assessing the accuracy of
the Material and rely on it at Users own risk.
- W.E. may make changes to the Material at any time without notice. However W.E. does not make any commitment to update the Material.
- W.E. has not reviewed all of the sites linked to the Site and is not responsible for the contents of any such linked site. The inclusion of any link does not imply endorsement by W.E. of the linked site. Use of any such linked site is at the User's own risk.
- Material on the Site is protected by Australian and international copyright and intellectual property laws. All rights not expressly granted under these terms and conditions are reserved by W.E. Unless otherwise indicated on the Site, the Material is owned by or licensed to W.E. and is subject to copyright.
- Users acknowledge that W.E. cannot prevent inappropriate use of the system or bidder information stored in the system.
- In no event shall W.E. be liable for, and Users agree that they will not make any claims against W.E. for, any Loss or damage arising as a result of the User’s use of, or inability to use, the Site, including, but not limited to, losses resulting from errors or problems on the internet, the Site or any other technological issues, whether such issues were within or beyond W.E.’s control.
- Security and unauthorised use
- Users must keep their username and password to access the Site secure and confidential and not provide those details to any third party under any circumstance.
- Each User represents and warrants to W.E. that that User accepts all liability for any unauthorised use of any username and password issued that User. Any Loss or damage sustained to W.E. or to another User due to the misuse or negligent use of a User’s password will be borne by the User whose password was misused or used negligently.
- Limitation on liability
- Other than as set out in these terms and conditions, and to the full extent permitted by law, all rights, remedies, conditions, guarantees and implied and express warranties in respect of any goods or services provided by W.E. are hereby excluded.
- To the full extent permitted by law, W.E. will not be liable to a User for claims arising out of or in connection with a User’s access and use of the Site and related services whether arising in contract, tort (including negligence), indemnity, strict liability, breach of warranty or statute.
- To the full extent permitted by law, W.E. will not be liable to a User for loss of use, production, profit, revenue, business, data, contractor anticipated savings or for delay or for any financing costs or increase in operating costs or any economic loss for any indirect or consequential loss or damage.
- For the purposes of this clause 13, the term ‘W.E.’ will include W.E., its officers, employees, contractors and agents, whether individually or collectively.
- These terms and conditions
- W.E. may at any time and, in its absolute discretion modify or amend these terms and conditions and publish such amended terms and conditions on the Site. Such modifications will be binding on all Users once displayed on the Site. Users should regularly check the terms and conditions displayed on the Site.
- W.E. reserves its right to refuse any person or organisation admission to the Site.
- If W.E. considers, in its absolute discretion, that a User or any party related to a User (including any agent, representative, contractor or associate) has acted contrary to these terms and conditions or in a manner contrary to W.E.’s interests, then W.E. may immediately terminate that User’s right to access and use the Site at any time and reserves its rights to take any action it deems necessary or desirable to prevent such repeated action and/or further access to the Site.
- Users agree to indemnify W.E. against any liability, Loss, claim or demand if W.E. (or any of its officers, representatives, employees or agents) suffers any Loss or damage or incurs any cost in connection with a breach by a User (or any of its officers, representatives, employees or agents) of these terms and conditions.
- Any information completed by a User can be used for W.E.’s direct marketing and W.E. may retain this information in its database.
- These terms and conditions and any other terms and conditions on the Site constitute the entire relationship:
- between W.E. and the Seller; and
- between W.E. and the Purchaser.
- Governing Law
These terms and conditions are governed by and construed in accordance with the laws of the State of Western Australia and Users irrevocably submit to the exclusive jurisdiction of the courts in that State.
- Contact W.E.
If Users have a question, problem or complaint or need to contact us:
P: 08 9201 0048