Buyer Terms and Conditions

KEY BUYER POINTS Buymyfleet services incorporating these Buyer Terms enable Sellers to list and advertise their Equipment for sale to Buyers in the United States. Buyers purchasing through this online Auction agree to do so in accordance with these Buyer Terms. The actual contract for sale is directly between Sellers and Buyers. Buy My Fleet operating the Auction is not acting as a traditional auctioneer, but an intermediary between Sellers and Buyers offering services to support their purchase and sale transactions, such as advertising, transmitting relevant transaction information, and coordinating the finalization purchased Equipment.

Your bids placed through the auction are binding towards the Seller and cannot be retracted.

You, as the Buyer, are liable for all applicable taxes, and registration taxes unless the Seller indicates otherwise.

You shall remit full payment for purchased Equipment seven days after the conclusion of the Binding Obligation.

You agree to remove the Equipment no later than eight (8) business days after availability of the Item Release. Failure to do so may result in relocation and/or further storage of the item at your expense. Further, if you fail to remove the Equipment after sixty (60) days, the Equipment may be deemed abandoned and disposed of by Seller

Delivery of the Equipment will take place from the Seller's premises and you are responsible for all title, registration, freight and transportation costs. EXW Ex Works (Seller's named premises, Incoterms® 2020).

Dispute Claims under the IronClad Assurance® inspection certification must be submitted in writing within the Eligible Dispute Period and within twenty-four (24) hours of delivery.

A Default Fee shall be paid to the seller if you default after conclusion of a Binding Obligation.

The Key Buyer Points above provide an overview of the terms and conditions for participating as a buyer in buymyfleet online auction and are subject to the complete Buyer Terms and Conditions below.



BUYER TERMS AND CONDITIONS

These Buyer Terms and Conditions ("Buyer Terms" or "Agreement") by and between you and the contracting entity outlined in Section 6.1 below (collectively, "buymyfleet") establish the terms of your use of buymyfleet services to bid on and purchase equipment and other items ("Equipment"). The Buyer Terms were last revised on October 31, 2022.

1. ACCEPTANCE OF TERMS. Before you ("Buyer") attempt to buy any Equipment from a Seller through buymyfleet online auction, buymyfleetrequires that you read and accept the Buyer Terms. BY CHECKING ON THE SPACE NEXT TO "ACCEPT TERMS & CONDITIONS", YOU HEREBY REPRESENT THAT YOU HAVE READ, UNDERSTOOD AND ACCEPTED THE BUYER TERMS AND ALL OTHER TERMS AND CONDITIONS INCORPORATED HEREIN BY REFERENCE AND THAT YOU WILL BE FINANCIALLY RESPONSIBLE FOR YOUR USE OF THE bymyfleet online auction AND PURCHASE OF EQUIPMENT. If you choose not to accept the Buyer Terms, you may not bid on or purchase Equipment by means of the online auction. If you have any questions, please write info@buymyfleet.net

2. Buymyfleet online auction

2.1. Services of buymyfleet. Under the terms of this Agreement, BMF auction offers you the use of the auction to bid on and buy Equipment advertised by Sellers using the onlineauction to list and advertise their Equipment for sale to potential Buyers. Each party is acting on its own behalf, and buymyfleet does not represent either party in the transaction that results from use of the onlineauction. Buymyfleet is not a party to the subsequent binding obligation to sell/buy the Equipment that is entered into between a Seller and the buyer.

2.2. Advertisement Period. For select listings, the period during which bids can be placed on Equipment shall be determined by the Seller. For all other listings, the period during which bids can be placed on Equipment shall be determined solely by Buymyfleet.

2.4. Buyer Conduct. Any deliberate attempt to artificially influence the sales price, directly or indirectly, by any user is prohibited, including bidding through a secondary account, agent or representative on Equipment that you may be selling, communicating with other Buyers or shill bidding.

2.5. Inspections. Where a listing permits inspection of the Equipment, you should inspect the Equipment prior to bidding. Items offered for sale via the online auction may be used and may contain defects. if you bid without having inspected the Equipment, you do so at your own risk. You or your agents are responsible for final verification of Equipment purchased at the time of removal.

2.6. Binding Offer to Purchase. You acknowledge and agree that bidding on the online auction is the legal equivalent of a firm commitment and an irrevocable offer to purchase. Unless the transaction is prohibited by law or regulation or as otherwise noted in these Buyer Terms, once placed a bid may not be retracted and you are obligated to complete the transaction as follows:

Online Auction - If you are the highest bidder and have met or exceeded the applicable opening bid at close of the auction.

Buy Now - If you elect to purchase Equipment by clicking the "Buy Now" icon on the Equipment page.

Make Offer - If you submit a bid on the Equipment and (a) the bid meets or exceeds the minimum price as established by the Seller ("Asking Price"); (b) the bid is accepted by the Seller; or (c) the Seller proposes a counter offer and you accept. Otherwise, your obligation to complete the transaction will expire two (2) business days after it was submitted or upon acceptance of another bid by the Seller, whichever occurs first.

Reserve - (a) If you are the highest bidder and your bid meets or exceeds the minimum price as established by the Seller ("Reserve Price") at the close of the Reserve Period noted on the Reserve listing ("Reserve Period"), or (b) If the Reserve Price is not met, you've submitted a bid on the Equipment and, within two (2) business days after the closing of the Reserve Period, the Seller proposes a counter offer and you accept.

Seller-Bid Select or Sealed Offer - If you submit a bid on Equipment, the bid meets or exceeds the Asking Price, if any, and the bid is accepted by the Seller. Otherwise, your obligation to complete the transaction will expire: (a) five (5) business days after the close of the listing period; (b) upon the Seller declining your bid; or (c) upon acceptance of a competing bid by the Seller, whichever occurs first.

2.7. Declining and Countering Bids. For Make Offer listings, you may submit a bid for less than the Asking Price. The Seller has the option, but not the obligation, to accept, decline or counter each bid submitted. In the event that the Seller counters your bid ("Counter Offer"), you have up to two (2) business days to accept. Counter Offers may be automatically rescinded earlier than two (2) business days when (a) the Seller receives a higher competing bid from, or issues a counter offer, to another bidder before you take action; or (b) you counter the Seller's Counter Offer, but in no event shall a Counter Offer be rescinded after it is accepted by you.

2.8. Winning Bids. Buymyfleet is the final judge for the determination of winning bids ("Final Selling Price"). Nonetheless, buymyfleet shall not be liable for any errors or omissions relating to such determination, whether by buymyfleet, the Seller or another third party. Before buymyfleet can establish the winning bid for Make Offer listings, (a) your bid must meet or exceed the Asking Price; (b) your bid must be accepted by the Seller; or (c) you must receive and accept a Counter Offer. Before RB Group can establish the winning bid for Reserve listings, the Reserve Period must have ended and (d) your bid must meet or exceed the Reserve Price; or (e) your bid must be accepted by the Seller; or (f) you must receive and accept a Counter Offer. Before buymyfleet can establish the winning bid for Seller-Bid Select or Sealed Offer, your bid must be accepted by the Seller. Subject to Sections 2.9 and 2.10, after the winning bid is established by buymyfleet, or you have committed to purchase the Equipment at the Buy Now Price, the bid or purchase commitment of Buyer will be automatically accepted by Seller and a binding obligation to purchase and sell between Buyer and Seller is automatically created ("Binding Obligation"). All applicable terms and conditions of this Agreement shall apply to the Binding Obligation. You and Seller will be notified of the conclusion of the Binding Obligation by an email or other notification that is generated automatically by the Marketplace.

2.9. Voiding Bids. Buymyfleet reserves the right to reject or void bids, whether winning or not, which it believes (a) have not been made in good faith, (b) are intended to manipulate the listing process (c) result from application or system errors or outages, or (d) are prohibited by any applicable law or regulation.

2.10. Postponement and Cancellation. Buymyfleet reserves the right to withdraw, postpone or cancel any listing, in its own discretion, with or without notice, and without liability to you. We also reserve the right to cancel any Binding Obligation or sale.

2.11. Availability of Marketplace. YOU ACKNOWLEDGE THAT RB GROUP CANNOT GUARANTEE THE CONTINUOUS OR SECURE OPERATION OF, OR ACCESS TO, THE Online auction. Buymyfleet SERVERS, COMPUTER OR COMMUNICATIONS COMPONENTS AND SYSTEMS, OR CERTAIN APPLICATION FUNCTIONALITY, ARE SUBJECT TO FAILURES, OUTAGES AND DELAYS. RB GROUP WILL NOT BE HELD LIABLE FOR ANY CLAIMS OR ALLEGED LOSSES ARISING OUT OF OR RELATING TO ANY OF THE FOREGOING EVENTS.

2.12. California Air Resources Board Disclosures. When operated in California, any on-road heavy-duty diesel vehicle, alternative-diesel vehicle, off-road diesel vehicle, or portable diesel engine may be subject to the California Air Resources Board's Regulation to Reduce Particulate Matter and Criteria Pollutant Emissions from In-Use Heavy-Duty Diesel Vehicles, In-Use Off-Road Diesel Vehicle Regulation, or Airborne Toxic Control Measure For Diesel Particulate Matter From Portable Engines Rated At 50 Horsepower And Greater. It therefore could be subject to retrofit, exhaust retrofit, or accelerated turnover requirements to reduce emissions of air pollutants. For more information, please visit the California Air Resources Board websites at https://www.arb.ca.gov/dieseltruck, http://www.arb.ca.gov/msprog/ordiesel/ordiesel.htm, or https://www.arb.ca.gov/portable/portable.htm".

Taxes and Compliance with Laws. Buymyfleet disclaims any and all liability in respect of your use of the Marketplaces and your purchase of any Equipment resulting in any taxes (whether direct, indirect, local or federal), fines or penalties being levied on you. For the avoidance of doubt, it is your responsibility to satisfy yourself of any charges, taxes (whether direct, indirect, local or federal) or related obligations becoming applicable in respect of the transactions that you enter into on the Marketplaces. You shall indemnify buymyfleet (and the officers, directors, agents and employees thereof) against any tax, cost or expense arising from your failure to satisfy any laws or regulations in relation to a transaction.

3.5. Payment Authorization. In order to establish bidding privileges on the Site, you understand and agree that buymyfleet (overland Truck), through its third-party payment processor, reserves the right, in its sole discretion, to request a Zero Dollar Value authorization check on your credit card as part of verifying your identity. In connection with your purchase, you will be asked to provide customary billing information such as name, billing address, credit card information, or routing and account numbers for payments by electronic funds transfer either to buymyfleet (overlandtruck) or its third-party payment processor(s). You agree to pay buymyfleet (overland truck) for any purchases made in connection with your account in accordance with these Buyer Terms by credit card or electronic funds transfer. You hereby authorize the collection of such amounts by charging the credit card provided or by processing an electronic funds transfer utilizing the routing and account number provided, either directly by buymyfleet (overland Truck llc) or indirectly, via a third-party online payment processor. If you are directed to buymyfleet (overland Truck LLC) third-party payment processor(s), you may be subject to terms and conditions governing use of that third party's service and that third party's personal information collection practices. Please review such terms and conditions and privacy policy before using the services. 3.6. Fees: Buymyfleet will charge subscription fee of $150 per month for a period of no less than 12 months after the first purchase or bid is made on a piece of equipment.

There will be no buyers fees no seller fee , there will be only $150 per month fee for and and all transactions. The payment will be paid through a third party processing center for credit cards.



4. COMPLETION OF TRANSACTIONS

4.1. Removal of Equipment. As per the Binding Obligation, Seller shall deliver the Equipment EXW - Ex Works (Seller's named premises, Incoterms® 2020). You are responsible for dismantling, loading and shipping the Equipment for transportation, unless otherwise noted in the Equipment Listing. You shall remove the Equipment from Seller's premises no later than eight (8) business days after availability of the Item Release unless otherwise stated in the Equipment Listing, after which you may be responsible for payment of Storage Fees, and in some cases payment of cost to transport Equipment to an alternate location, as detailed on the applicable Marketplace and incorporated herein by reference. Unless otherwise noted in the Equipment Listing, standard Storage Fees are $25.00 per day, beginning on the 9th day after availability of the Item Release, with the total amount not to exceed $1,500.00 .

4.2. Liability for Equipment. The responsibility and risk of loss for Equipment shall be and remain at the risk of Seller until the earlier of: (a) your taking custody of the Equipment (or when your designated transportation carrier takes custody of the Equipment); or (b) receipt by Seller of all proceeds from the sale of Equipment. Thereafter, the Equipment shall be and remain at the risk of you or your designated transportation provider.

4.3. Default. If, after seven (7) days following the conclusion of a Binding Obligation, you have not made full payment of the Final Selling Price and all other applicable fees, you are in default and any late payment shall be subject to a Late Payment Fee, as detailed on the auction site. We may, in addition to other remedies available to us under applicable law: (i) retain collection agencies and legal counsel (for which we will seek reimbursement of our reasonable costs from you) to collect outstanding amounts from you, (ii) put you into default status suspending your transactional privileges, (iii) apply any payment or deposit received from you or your affiliates against amounts owing to us or our affiliates and invoice you for any remainder, and/or with Sellers permission, and on their behalf, rescind the offer to sell and then re-list the applicable Equipment or offer it to the second highest bidder. If the Equipment you defaulted on is re-sold for less, you will, upon demand from us, pay us liquidated damages equal to the aggregate of: (i) the difference in purchase price paid, (ii) the difference in Transaction Fees paid, (iii) the difference in the commission earned by us; and (iv) any other costs incurred by us to try and collect from you and applicable storage and/or relocation fees in accordance with Section 4.1. If we have suspended your transactional privileges, you may be required to pay us a Default Fee specified buymyauction siteand to have transactional privileges reinstated or we may subject you to other bidding limitations that we deem appropriate.

4.4. Abandoned Equipment. Unless otherwise stated in the Equipment Listing, your failure to claim and remove Equipment within sixty (60) days following the Item Release is deemed to be evidence of your intention to abandon the Equipment, and buymyfleet on behalf of Seller may take action that is adverse to your interest in the Equipment, including, but not limited to, any appropriate steps under the law to dispose of the Equipment.

4.5. Freight and Transportation. You are responsible for all freight, shipping and other costs related to transporting the Equipment from the posted Equipment location to its final destination. These costs include dismantling, special handling, loading, transportation costs and permits required to move the Equipment. You may arrange transportation of Equipment on the online auction with one of our transportation partners; however, buymyfleet shall not be liable for any acts or omissions arising from any transportation arrangements. Unless otherwise agreed in writing you shall not list buymyfleet as sender/shipper/exporter on any transport/shipping/export documents.

4.6. Export. You are advised to have all such certificates and permits issued and completed prior to transporting the Equipment otherwise you may be subject to clearing, permit, and/or other payments if the Equipment is stopped and held at a port of entry to a state, province or country. If you are in the United States and plan to export Equipment through U.S. Customs, we, on behalf of Sellers recommend that you engage the services of a U.S. forwarding agent to prepare documents that are required by U.S. Customs Control. These documents may include a power of attorney that authorizes a forwarding agent to complete the necessary Shipper Export Declaration (SED)

4.7. Finalization of the Transaction. In order to prove that you have fulfilled your obligation to remove the Equipment under the Binding Obligation, you shall provide all relevant shipping information with respect to the transaction by: (a) in case of transport carriers services arranged and paid for by you on the Marketplace, confirming the relevant information during the checkout process, or (b) in the case of transport carrier services arranged and paid for by you outside of the online auction, uploading the bill of lading and other requested documents by means of the Marketplace.



5. DISCLAIMER; LIMITATION OF LIABILITY; INDEMNITY

5.1. Disclaimer. TO THE FULLEST EXTENT PERMITTED BY LAW, THE ONLINE AUCTION PROVIDED BY OR THROUGH BUYMYFLEET IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. EACH PIECE OF EQUIPMENT IS SOLD "AS IS, WHERE IS," AND NEITHER SELLER NOR BUYMYFLEET MAKES ANY GUARANTEES, REPRESENTATIONS OR WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, OF ANY KIND WHATSOEVER, INCLUDING, WITHOUT LIMITATION, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NEITHER SELLER NOR BUYMYFLEET MAKES ANY WARRANTY THAT THE EQUIPMENT WILL PROPERLY FUNCTION OR OPERATE WHEN DELIVERED TO YOU NOR THAT IT WILL CONTINUE TO OPERATE OR FUNCTION FOR ANY PERIOD OF TIME AFTER DELIVERY. BUYMYFLEET EXPRESSLY DISCLAIMS ANY RESPONSIBILITY FOR ANY ACTS OR OMISSIONS OF OTHER USERS OF THE ONLINE AUCTION. IF YOU ARE DISSATISFIED WITH THE ONLINE AUCTION, YOUR SOLE REMEDY IS TO DISCONTINUE USING THE ONLINE AUCTION.

5.2. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL BUYMYFLEETOR SELLER BE LIABLE FOR ANY SPECIAL, INDIRECT, PUNITIVE, COVER, INCIDENTAL OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY, INCLUDING WITHOUT LIMITATION, LOSS OF REVENUE, ANTICIPATED PROFITS, BUSINESS OR SALES, ANY LOSS OF GOODWILL OR REPUTATION, OR THE COSTS OF SUBSTITUTE GOODS OR SERVICES, EVEN IF RB GROUP OR SELLER, OR AN AUTHORIZED REPRESENTATIVE THEREOF HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SUBJECT TO SECTIONS 2.10 AND 4.9, IN NO EVENT SHALL THE TOTAL LIABILITY OF RB GROUP TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, PRODUCT LIABILITY OR OTHERWISE) ARISING FROM THIS AGREEMENT, THE PURCHASE OR USE OF EQUIPMENT, OR YOUR USE OF THE ONLINE AUCTIONEXCEED.

5.3. Indemnity. You agree to defend, indemnify and hold harmless BUYMYFLEET and its Seller, their subsidiaries and affiliate and each of their respective officers, directors, employees, agents, successors and assigns ("indemnified parties") from and against any claim or demand (including reasonable attorneys' and experts' fees and costs), made by any third party due to or arising out of (a) your breach of this Agreement, (b) your improper use of BUYMYFLEET, including without limitation any personal injury, death or property damage caused by or arising out of the subsequent use of any Equipment sold or purchased from the Marketplace, or (c) your violation of any law or the rights of a third party. Furthermore, you agree to defend, indemnify and hold BUYMYFLEET and its Seller harmless from and against any and all damages, costs, claims or liability (including reasonable attorneys' fees) for any injuries to persons or property of any type, occurring during your or your agent's inspection of property, your or your agent's presence at a Seller's site or any Government facility or resulting from the sale, removal, use or operations of the purchased property. BUYMYFLEET shall promptly notify you in writing of any threatened or actual claim or demand and reasonably cooperate with you to facilitate the settlement or defense thereof. You shall have sole control of the defense or settlement of any claim or demand, provided that BUYMYFLEET, at its option and expense, may participate and appear on an equal footing with you. You shall not settle any claim or demand without the written consent of the indemnified parties, with such consent not to be unreasonably withheld or delayed.

5.4. Release. In the event that you have a dispute with one or more users of BUYMYFLEET, you release BUYMYFLEET (and our officers, directors, agents, subsidiaries and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes. If you are a California resident, you expressly waive any rights you may have under California Civil Code §1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor."

SELLER TERMS AND CONDITIONS

TERMS AND CONDITIONS APPLICABLE ONLINE AUCTION S

Unless otherwise noted in your Agreement, the below terms and conditions will apply to all sales of equipment through The online auction. All references to "Equipment" in this Section C shall refer to equipment that the Seller is listing for sale through Buymyfleet auction site.

1. Buymyfleet Services.

1.1. Services of Buymyfleet (DBA Overland Truck LLC). Under the terms of this Agreement, Buymyfleet (DBA Overland Truck) offers you the use of the applicable Marketplace, which functions as a platform on which you can list and advertise Equipment for sale to potential buyers. Each party is acting on its own behalf, and Buymyfleet is not a party to the subsequent binding obligation to sell/buy the Equipment that is entered into between you and the Buyer. Nor does buymyfleet represent either party in the transaction that results from use of the auction. In consideration of your use of the Marketplace for the listing and advertising of Equipment for sale, fees as listed in Section D are payable by Buymyfleet.

1.2. Listing Formats. There are three listing formats available on the Auction:

1.2.1. Buy Now. A format where you are able to list and advertise Equipment at a Buy Now Price.

1.2.2. Make Offer. A format where you are able to list and advertise Equipment for sale to a bidder at the Asking Price or a Negotiated Price. This format may be combined with the Buy Now option.

1.2.5. Reserve.A format where you are able to list and advertise Equipment for sale to the highest bidder in a reserved marketplace, where you set the Reserve Price. This format may be combined with the Buy Now option.

1.3. Exclusivity/Commitment to Sell.The Marketplace shall be the exclusive listing site for Equipment and you shall not offer for sale or sell the Equipment in any other manner until the earlier of (a) the date such Equipment is sold via the Auction or (b) the date you withdraw the Equipment from the Auction as permitted herein. By entering into this Agreement for use of the Marketplace, you hereby extend an irrevocable offer to sell the Equipment, as applicable, (a) to a Buyer who is the highest bidder and who meets or exceeds the opening bid, the Reserve Price, or Asking Price, as applicable (b) to a Buyer who commits to purchase Equipment at the Buy Now Price; or (c) to a Buyer who commits to purchase Equipment at the Negotiated Price. If you are in breach of this Section 1.3, you will be subject to the Seller Default Fee.

1.4. Opening Bid and Scheduling. For Online Auctions, will set the opening bid for the Equipment and schedule the listing opening times. For Buy Now and Make Offer listings, RB Group will schedule the listing opening times and set the opening bid, if applicable; you will have the Buymyfleet asking Price ("Asking Price"), not to exceed 120% of estimated market value as determined by Buymyfleet. You may lower the Asking Price during a listing period, but you may not add an Asking Price after the opening time. If you have selected to list the Equipment by Reserve, you will have the option of setting a reserve price, not to exceed 120% of estimated market value as determined by Buymyfleet ("Reserve Price"). Buymyfleet will determine the period of time that the Reserve listing is published to the website and is available for Buyers to submit bids (the "Reserve Period"). If, at the end of the Reserve Period, the Reserve Price has been met, the highest bid received from a Buyer will be automatically accepted. If the Reserve Price is not met during the Reserve Period, Buymyfleet may elect to re-list the Equipment. All Buy Now and Make Offer listings will be scheduled to run for up to 60 consecutive days, at the discretion of Buymyfleet.

1.5. Additional Options. For Make Offer listings and Reserve listings where the Reserve Price is not met, you have the option to (a) accept bids lower than the Asking Price or Reserve Price, as applicable; (b) counter bids lower than the Asking Price or Reserve Price, as applicable, with a higher offer ("Counter Offer"); or (c) reject bids lower than the Asking Price or Reserve Price, as applicable, at any time during a listing. Counter Offers are valid for up to two business days. However, only one Counter Offer can be valid at any time; the last Counter Offer you issue supersedes and invalidates any previous Counter Offers. Upon acceptance of the Counter Offer by the Buyer, the listing is closed and you are legally bound to complete the transaction.

1.6. Conclusion of Purchase; Bill of Sale. After the winning bid for a piece of Equipment has been established, the Buyer has committed to purchase the Equipment at the Buy Now Price or the Asking Price, the bid or purchase commitment of Buyer will be automatically accepted by you and a binding obligation to purchase and sell between you and Buyer is automatically created ("Binding Obligation"). All applicable terms and conditions of this Agreement shall apply to the Binding Obligation. Further, for Make Offer listings, you may accept or counter an offer below the Asking Price. In the event that you accept an offer or the Buyer accepts your Counter Offer (the "Negotiated Price"), a Binding Obligation is created and all terms herein shall apply. Buyer and Seller will be notified of such Binding Obligation by an email or other notification that is generated automatically by the Buymyfleet site. Subject to your receipt of payment for the Equipment, you, at your own expense, shall deliver a bill of sale, if applicable, and such other documentation as may be reasonably necessary to transfer title to the Equipment to Buyer. Unless otherwise agreed, the Equipment listing will only show your "Seller ID", but not your formal identity, business name and/or address details. This information will only be provided to Buyer at the time a Binding Obligation is reached.

1.7. No Guarantee on Proceeds.There is no guarantee as to the gross proceeds that may be realized from a listing on Buymyfleet.

1.8. Equipment Availability.Subject to Sellers receipt of full payment and Buyer's completion of any additional, required documents, the Buyer will be notified that the Equipment is available for pick-up via an email that is generated by the seller. You agree to have the Equipment available for transportation, complete with ignition key, if applicable, to the Buyer no later than one business day after a Binding Obligation is created. If the Equipment is not available, you will be subject to pay a Post-Closing Delay Fee. Further, if you fail for any reason to release the Equipment to the Buyer after a Binding Obligation is created, you will be subject to a Seller Default Fee in addition to any other rights or remedies that buymyfleet or Buyer may have.

2. Equipment Listings.You may not list goods that are illegal to use or possess under any applicable law, rule or regulation. Buymyfleet reserves the right, in its sole discretion, to (a) refuse to list any piece of Equipment at any time; (b) withdraw any Equipment listing from the Marketplace; (c) review and verify a listing's information and description; or (d) cancel any transaction that it deems to be suspicious or fraudulent and report it to applicable authorities. The information you provide during the Equipment listing process, combined with the Inspection Report, constitute the listing details for the Equipment (the "Listing Details"). You agree to fully, completely and accurately disclose to buymyfleet all information relating to the Equipment of which you are aware. Any information (including brand name or other indication of origin or manufacture) that you provide related to the Equipment must be complete and accurate, and you shall be responsible for any inaccuracies, errors or omissions. Equipment listings on the Marketplace may not include links to or a description of other items that you may have for sale outside of the Marketplace.

3. Inspections; Restrictions on Use.

3.1. Equipment Inspections.For all requested inspections, you agree to permit buymyfleet and/or its authorized representatives to test and inspect each piece of Equipment at a time and place specified in the Sales Agreement or as otherwise mutually agreed. Buymyfleet shall produce an inspection report ("Inspection Report") for each piece of Equipment inspected by buymyfleet. Buymyfleet inspections are solely for the purpose of reporting on the visible condition of the Equipment's major systems and attachments. Buymyfleet inspections are NOT intended to detect latent or hidden defects or conditions that could only be found in connection with the physical dismantling of the Equipment or the use of diagnostic equipment or techniques. Your failure to properly maintain the Equipment from the date of inspection until its removal from your location by Buyer will void the inspection. If you alter or perform repairs or other maintenance to the Equipment after the inspection, another inspection will be required, and you will be subject to a Re-inspection Fee.

3.2. Ownership of Inspection Report.The Inspection Report is the sole and exclusive property of Buymyfleet. Except as expressly stated, nothing in this Agreement shall be deemed to grant to any other party, by implication, estoppel or otherwise, license rights, ownership rights or any other intellectual property rights in the Inspection Report. You cannot use the Inspection Report for any other purpose without the prior written approval from RB Group.

3.3. Restrictions on Use of Equipment.From the time you provide listing details to Buymyfleet or an inspection is performed by Buymyfleet until the Equipment is removed from its location by or on behalf of Buyer following creation of a Binding Obligation, you may not operate, lease, rent, modify or alter the Equipment. In addition to any other rights and remedies that Buymyfleet may have, a breach of this provision prior to the creation of a Binding Obligation for the Equipment may result in either of the following: (a) buymyfleet may remove the Equipment from the Marketplace and charge you a Removal Charge; or (b) buymyfleet may continue with the listing in which case if the Equipment was inspected previously by buymyfleet, you must have the Equipment re-inspected and pay b a Re-Insuymyfleetpection Fee. If the Equipment was not inspected, you must supply updated Listing Details. In the event of a breach of this provision is determined by buymyfleet in its reasonable discretion and the Equipment has been sold through the Marketplace, the transaction is subject to cancellation and you will be charged a Seller Default Fee in addition to reimbursement of transportation and other costs incurred by Buyer.

4. Disclosure and Payment of Liens.You are responsible for making full disclosure to potential buyers of all Encumbrances and third-party interests that may exist on or pertain to your Equipment. You will at your own cost and expense warrant and defend title to the Equipment on behalf of the Buyer, its successors and assigns, against the claims and demands of all persons. If required, you shall be responsible for the payment of any independent equipment appraisals and documentation fees required to release such liens.

5. Payment.

5.1. Payment of Proceeds.Once a Binding Obligation is created between you and Buyer, the seller will generate an invoice that is issued to Buyer. The Buyer is responsible for paying you the purchase price for the Equipment upon creation of a Binding Obligation, and payment, shall be disbursed within 21 days after creation of a Binding Obligation.

5.2.

5.3. Title Transfer Fees; Lien Search Fees.For each unit of Equipment, unless otherwise specified, you will pay lien search fees, document administration fees and any other fee applicable as set administration fees will cover fees associated with title or registration documents.

6. Your Options After Buyer Default.If the Buyer fails to pay in accordance with the Binding Obligation, the Buyer is considered to be in default. In the event of a Buyer default, you may at your own risk and account rescind the offer to sell to the Buyer after which you may elect any one of the following options:

6.1. Offer Equipment to Second Highest Bidder.If there was more than one bidder for the defaulted Equipment, you may elect to offer the Equipment to the second highest bidder. If the second highest bidder accepts, a Binding Obligation for the Equipment will be concluded by the Marketplace, and you will receive proceeds based on that second bidder's highest bid.

6.2. Re-list the Equipment.You may elect to relist the Equipment in a subsequent online listing within 30 days of the Buyer default without incurring any fees.

6.3. Withdraw the Equipment.You may elect, without penalty, to withdraw the Equipment from listing on the Marketplace.

7. Legal Disputes

7.1. DISCLAIMER; LIMITATION OF LIABILITY.TO THE FULLEST EXTENT PERMITTED BY LAW, THE MARKETPLACE PROVIDED BY OR THROUGH RB GROUP IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL RB GROUP BE LIABLE FOR ANY SPECIAL, INDIRECT, PUNITIVE, COVER, INCIDENTAL OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY, INCLUDING LOSS OF REVENUE, PROFITS, OR BUSINESS, ANY LOSS OF GOODWILL OR REPUTATION, OR THE COSTS OF SUBSTITUTE GOODS OR SERVICES, EVEN IF BUYMYFLEET OR AN AUTHORIZED REPRESENTATIVE THEREOF HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES

7.2. English Controlling Language.All performance under this Agreement and the resolution of disputes shall be conducted in the English language. If a translation of this Agreement into any other language is required by law, the English version will prevail to the extent that there is any conflict or discrepancy between the English version and any translation. If this Agreement is provided to you in a language other than English, BUYMYFLEET does so solely for your convenience. 8.5. If the Equipment is stored at a Facility while listed on a Marketplace, the Seller shall be responsible for loss or damage to the Equipment, other than that arising from the negligence or misconduct of BUYMYFLEET, its agents or employees, during the period the Equipment is being stored at the Facility. In the event BUYMYFLEET removes the Equipment pursuant to Section C. 9 of this Agreement, BUYMYFLEET will not be responsible in any manner whatsoever for loss or damage to the Equipment after its removal. The Seller shall insure the Equipment to its fair market value against all perils, with BUYMYFLEET as an additional insured and loss payee to the extent of any outstanding amount due and owing under this Agreement.

8.6. The Seller shall defend, indemnify and save harmless BUYMYFLEET from any and all liabilities, damages, costs (including reasonable attorney's fees), claims, suits or actions arising out of any contravention of applicable laws (including, but not limited to, environmental laws), property damage or injury to a person or persons, including death resulting at any time therefrom, arising out of:

(a) the attendance of the Seller's employees, agents, subcontractors or potential buyers at the Facility;

(b) the inspection or use of any Equipment by the Seller's employees, agents, or subcontractors;

(c) the spill or release, unintentional or otherwise, of any toxic, dangerous or hazardous chemicals, materials, substances, pollutants or wastes, or any other form of environmental contaminants; and

(d) failure to comply with environmental laws, regulations, bylaws, standards, policies, or other requirements relating to pollution or protection of human health and safety and the environment.