PurchaseSafe™ Secure Transaction Management Service Terms and Conditions

Last Modified: September 30, 2021

These terms ("PurchaseSafe™ Terms") govern your access to and use of the secure transaction management services provided by Ritchie Bros. (the "PurchaseSafe™ Services"). These terms are an agreement between you and the applicable Ritchie Bros. company identified in paragraph 8.1 (which we refer to as “Ritchie Bros.”, “we”, “our” or “us”).

By choosing to utilize the PurchaseSafe™ Services you are indicating your acceptance of these PurchaseSafe™ Terms and your intent and agreement to be bound by them. If you are unwilling to agree to these PurchaseSafe™ Terms, you may not use any of the PurchaseSafe™ Services. If you agree to these PurchaseSafe™ Terms, you will be bound as follows:

1. ABOUT PURCHASESAFE™.

   1. Services: PurchaseSafe™ Services are designed to help buyers (each, a “Buyer”) of equipment listed for sale on the Ritchie List self-serve listing service (“Ritchie List”) feel more comfortable engaging in a private transaction with sellers who list their Equipment (each, a “Seller”). The services include invoicing, lien search, sales documentation preparation, secure funds transfer, taxation and title transfer of the equipment (“Equipment”).

   2. Buyers: By indicating to a Seller through the Ritchie List contact form on Equipment listing page that you want to secure your transaction with PurchaseSafe™, you REPRESENT THAT YOU HAVE READ, UNDERSTOOD AND ACCEPTED THESE PURCHASESAFE™ TERMS AND ALL OTHER TERMS AND CONDITIONS INCORPORATED HEREIN BY REFERENCE AND THAT YOU WILL COMPLY WITH SUCH TERMS.

   3. Sellers: By using the workflow functionality in your Inventory Management System instance to indicate that you are willing to sell your Equipment to a particular buyer using PurchaseSafe™, you REPRESENT THAT YOU HAVE READ, UNDERSTOOD AND ACCEPTED THESE PURCHASESAFE™ TERMS AND ALL OTHER TERMS AND CONDITIONS INCORPORATED HEREIN BY REFERENCE AND THAT YOU WILL COMPLY WITH SUCH TERMS.

2. RITCHIE BROS.’ OBLIGATIONS.

   1. Upon confirmation from both Buyer and Seller of their use of the PurchaseSafe™ Services, Ritchie Bros. will:
      • obtain confirmation from Seller that the Equipment is or will be free of any liens, charges, security interests, tax or duty obligations or other registered encumbrances (“Encumbrances”) as of the date of sale;
      • conduct a search of the office of the secretary of state where the Seller was incorporated or organized, or the applicable personal property registry where the Equipment is located, to confirm there are no registrations present (the “Lien Search”);
      • if an Encumbrance is identified from the Lien Search, Ritchie Bros. will contact potential lien holders for the disclosure of such Encumbrances and to obtain pay-off balances and conditional releases from such lien holders;
      • issue a detailed invoice to the Buyer on behalf of the Seller setting out the purchase price agreed to by the Buyer and Seller for the Equipment (the “Purchase Price”), applicable taxes, Transaction Fees, and any post sale add-ons, such as applicable warranties;
      • collect payment for the invoice from the Buyer or Buyer’s financing company which receipt of payment will satisfy the Buyer’s obligation to pay the Seller;
      • for titled Equipment, collect all documents evidencing the Seller’s title and/or necessary to transfer title to the Equipment, and provide the same to the Buyer upon receipt of the Buyer’s payment;
      • deduct proceeds from the Purchase Price as required and disburse to identified lien holders in order to discharge the Encumbrances disclosed in the Lien Search;
      • remit applicable taxes to the appliable taxation authorities; and
      • disburse remaining proceeds from the Purchase Price, if any, to the Seller.
   2. The Purchase Price, less any payment made to lien holders, will be disbursed to the Seller upon Ritchie Bros.’ confirmation that the Equipment is clear of liens and, for titled assets, the title is clean.
   3. Neither Buyer nor Seller will be entitled to any interest generated by funds received by Ritchie Bros. from the Buyer
   4. Each party is acting on its own behalf, and Ritchie Bros. does not represent either party in the transaction that results from use of the PurchaseSafe™ Services. Ritchie Bros. is not a party to the binding obligation to sell/buy the Equipment that is entered into between a Seller and a Buyer unless Ritchie Bros. is the owner of the Equipment sold.

3. SELLER’S OBLIGATIONS.

   1. The Seller represents and warrants that the Equipment is or will be free of all Encumbrances as of the date of sale to the Buyer, unless disclosed in writing to Ritchie Bros.
   2. The Seller: (a) authorizes Ritchie Bros. to conduct lien searches on the Equipment; (b) authorizes Ritchie Bros. to contact potential lien holders for the disclosure of Encumbrances and to obtain pay-off balances and releases; (c) consents to the release to Ritchie Bros. of any and all information pertaining to any such lien, charge, encumbrance or security interest; (d) assigns proceeds from the sale of the Equipment as may be required to discharge and satisfy all Encumbrances in respect of the Equipment; and (e) authorizes Ritchie Bros. to payout, from the Purchase Price collected, potential lien holders pursuant to the pay-off balances provided by such lien holder.
   3. For titled Equipment, the Seller shall deliver to Ritchie Bros. all documents evidencing your title and/or necessary to transfer title to the Equipment, properly endorsed. The Seller hereby appoints Ritchie Bros. as its attorney-in-fact with a limited power of attorney (“LPOA”) to execute on the Seller’s behalf, all documents necessary and required to transfer title to, and permit registration of ownership of, any portion of the Equipment to the Buyer; provided, however, if original titles or a notarized LPOA are required by federal, state, provincial or local regulation to transfer title, the Seller will provide Ritchie Bros. with either, as applicable, (i) signed original titles, or (ii) a notarized LPOA and unsigned original titles immediately following the Seller’s indication that the PurchaseSafe™ Services will be used. Failure to provide title(s) and/or an LPOA as required may prevent Ritchie Bros. from providing the PurchaseSafe™ Services and the completion of the sale of the Equipment.
   4. The Seller will indemnify and save Ritchie Bros., its subsidiaries and affiliates, and each of their officers, directors, shareholders, employees and agents, harmless against any and all claims, demands, suits, actions, causes of action, damages, costs or charges whatsoever arising from: (a) any breach of the representations, warranties or covenants set out in these PurchaseSafe™ Terms; (b) deficiencies in the provision of documents required for the purpose of titling or registering any part of the Equipment by any Buyer thereof; (c) Encumbrances against or defects in title to, or taxes or customs duties payable in respect of, the sale of the Equipment or any part thereof; (d) payments by Ritchie Bros. on account of any registered or unregistered charges, liens, or other interests claimed by creditors or any person or authority in respect of the Equipment, whether or not disclosed, in order to clear title to the Equipment; (e) any tax, cost or expense arising from your failure to satisfy any laws or regulations in relation to a transaction; and (f) any negligence, unlawful act, or willful misconduct by you in connection with the PurchaseSafe™ Terms.

4. BUYER’S OBLIGATIONS.

   1. For each piece of Equipment purchased using the PurchaseSafe™ Services, the Buyer agrees to pay a transaction fee ("Transaction Fee") based on the Purchase Price of the Equipment and calculated as follows:

      FINAL PURCHASE PRICE	TRANSACTION FEE
      $1 to $12,000	10% of the final selling price
      $12,000 to $75,000	4.85% of the final selling price (min $1,200)
      Above $75,000	$3,638

      Ritchie Bros. may change or add fees from time to time, in its sole discretion, with or without notice to you.
   2. Upon receipt of the invoice for the Equipment, the Buyer is responsible for paying the amounts noted therein, including the Transaction Fee.
   3. You acknowledge that as a Buyer you will not be entitled to possession of the Equipment purchased until Ritchie Bros. releases proceeds, if any remaining, to the Seller and that coordinating the release of the Equipment with the Seller is entirely a Buyer’s responsibility. Ritchie Bros. is not responsible for ensuring the Equipment is released to the Buyer.
   4. The Purchase Price for Equipment must be net of any taxes imposed with respect to the purchase. You are liable for all such taxes or for establishing to Ritchie Bros.' satisfaction, on behalf of the Seller, a valid exemption certificate from such taxes. You acknowledge and agree that Ritchie Bros. is providing a service in the calculation, reporting and remittance of sales or use taxes for transactions that arise in connection with your use of the PurchaseSafe™ Services, and you ultimately remain liable for any sales or use tax liability. Ritchie Bros. calculates and collects sales tax on Equipment sold from the U.S. and Canada based on the state and local tax rates in effect at the location of the items purchased. To support sales tax treatment of the transaction, you are responsible for providing Ritchie Bros. with any necessary documentation (e.g., Bills of Lading, export documents, etc.) no later than ten (10) business days from your date of purchase. If you have an exemption certificate that was not submitted at the time of sale, you have ten (10) business days from your date of purchase to submit a valid exemption certificate in order for Ritchie Bros. to process a refund. After ten (10) business days, you will need to submit any refund request directly to the taxation authority for which the original sales tax was collected and remitted by Ritchie Bros. You acknowledge and undertake to make yourself aware of and comply with all laws that may be applicable to your entering into a transaction with a Seller. Ritchie Bros. disclaims any and all liability in respect of your use of the PurchaseSafe™ Services 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 with the Seller and satisfy the same. You shall indemnify Ritchie Bros. and its affiliates (and the officers, directors, agents and employees thereof) against any tax, cost or expense: (i) imposed as a result of your fail to provide Ritchie Bros. with a valid exemption certificate or other supporting documentation necessary to calculate tax in relation to a transaction; and (ii) You shall indemnify Ritchie Bros. arising from your failure to satisfy any laws or regulations in relation to a transaction.

5. CANCELLATION OF A TRANSACTION. A transaction may be cancelled by either of Buyer or Seller prior to the receipt of funds by Ritchie Bros. without the consent of the other. After funds have been received by Ritchie Bros.: (i) a transaction cannot be canceled by the Seller without the Buyer’s written consent, but (ii) a transaction can be canceled by the Buyer without the Seller’s consent, provided that any refund issued to the Buyer from Ritchie Bros. for the transaction will be reduced by any expenses incurred by Ritchie Bros. for delivery of the PurchaseSafe™ Services up to the date of cancellation. Following cancellation, for any reason, the funds will be reversed to the Buyer in the same manner as deposited to Ritchie Bros.

6. REGISTRATION; VERIFICATION OF IDENTITY. In order to use the PurchaseSafe™ Services:
   • you must be at least eighteen (18) years old and legally able to enter into these PurchaseSafe™ Terms;
   • as a Buyer, you must provide your name and valid phone number and e-mail address and, if applicable, information about the business you are representing;
   • as a Seller, you have an active Ritchie List account in good standing; and
   • Ritchie Bros. is able to verify your identity to a level satisfactory to Ritchie Bros., in its sole discretion.

7. DISCLAIMER; LIMITATION OF LIABILITY; INDEMNITY.

   1. Disclaimer. You expressly agree that your use of the PurchaseSafe™ Services is at your sole risk. To the extent permitted by applicable law, the PurchaseSafe™ Services are provided on a strictly "as is" and "as available" basis. EXCEPT AS STATED HEREIN, RITCHIE BROS. MAKES NO WARRANTY, EXPRESSED OR IMPLIED, STATUTORY OR OTHERWISE, WITH REGARD TO THE UNDERLYING TRANSACTION, ANY EQUIPMENT PURCHASED BY YOU THROUGH THE USE OF RITCHIE LIST OR THE PurchaseSafe™ SERVICES, THAT THE PurchaseSafe™ SERVICES WILL MEET YOUR REQUIREMENTS, OR THAT THE PurchaseSafe™ SERVICES OR RITCHIE LIST WILL BE UNINTERRUPTED, TIMELY, OR ERROR FREE. To the extent permitted by applicable law, Ritchie Bros. shall not be liable or responsible for any guarantees, warranties and representations that may be offered by any Seller. No advice or information, whether oral or written, obtained by you from Ritchie Bros. or through the PurchaseSafe™ Services shall create any warranty not expressly made herein.
   2. Limitation of Liability.

      TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL RITCHIE BROS. (INCLUDING OUR PARENT, SUBSIDIARIES, AND AFFILIATES, AND OUR AND THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS AND EMPLOYEES) BE LIABLE FOR ANY SPECIAL, INDIRECT, PUNITIVE, 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, SAVINGS, BUSINESS OR SALES, ANY LOSS OF GOODWILL OR REPUTATION, OR THE COSTS OF SUBSTITUTE GOODS OR SERVICES, EVEN IF RITCHIE BROS., OR AN AUTHORIZED REPRESENTATIVE THEREOF HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

      IF FOR ANY REASON RITCHIE BROS. IS UNABLE TO CLEAR THE TITLE TO EQUIPMENT IN A PurchaseSafe™ TRANSACTION, RITCHIE BROS.’ SOLE LIABILITY, IF ANY, SHALL BE THE RETURN TO THE BUYER OF ANY FUNDS PAID BY THE BUYER TO RITCHIE BROS. WITH RESPECT TO THE EQUIPMENT, INCLUDING THE TRANSACTION FEE AND OTHER POST-SALE ADD-ON FEES.

      REGARDLESS OF THE PREVIOUS PARAGRAPHS UNDER THIS LIMITATION OF LIABILITY SECTION, IF WE (OR OUR RELATED PARTIES AND THEIR REPRESENTATIVES MENTIONED ABOVE) ARE FOUND TO BE LIABLE, THEN OUR AGGREGATE LIABILITY TO YOU FOR ALL DAMAGES AND LOSSES ARISING OUT OF ANY CAUSE OF ACTION RELATED TO THESE PurchaseSafe™ TERMS (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, PRODUCT LIABILITY OR OTHERWISE), THE PURCHASE/SALE OR USE OF EQUIPMENT, OR YOUR USE OF THE PurchaseSafe™ SERVICES WILL NOT EXCEED THE TRANSACTION FEE PAYABLE TO RITCHIE BROS. FROM THE LISTING(S) RELATED TO SUCH CLAIM.

   3. Indemnity. You agree to indemnify and hold harmless Ritchie Bros. and its subsidiaries and affiliates 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 these PurchaseSafe™ Terms, (b) any personal injury, death or property damage caused by or arising out of the inspection, removal, operation and subsequent use of any Equipment sold or purchased through Ritchie List, or (c) your violation of any law or the rights of a third party.

8. LEGAL DISPUTES.

   1. Contracting Party, Notice, Governing Law. The applicable Ritchie Bros. contracting entity, notice address, governing law/venue, and currency of fees payable will depend on the location of Equipment at the time of sale, and shall be as set forth in the table below. Any notice sent to Ritchie Bros. shall be sent to the attention of Legal Affairs at the notice address for the applicable Ritchie Bros. contracting entity set out below with a copy to legal@ritchiebros.com. Any legal action brought by you arising from or relating to these PurchaseSafe™ Terms shall be litigated exclusively in the jurisdiction of the applicable Ritchie Bros. contracting entity set out in the table below and the parties irrevocably attorn to such jurisdiction for the resolution of such disputes. Any legal action brought by Ritchie Bros. arising from or relating to these PurchaseSafe™ Terms shall be litigated exclusively in the jurisdiction of the applicable Ritchie Bros. contracting entity set out in the table below or, at the sole discretion of such Ritchie Bros. contracting entity, any jurisdiction in which the Buyer or Seller maintains a place of business, assets or an agent for the service of process, and the parties irrevocably attorn to such jurisdiction for the resolution of such disputes. Where applicable, the parties irrevocably waive the right to demand a trial by jury in any dispute arising from or relating to these PurchaseSafe™ Terms.

      Location of Assets at Time of Sale	Ritchie Bros. Contracting Entity	Notice Address	Governing Law	Governing Venue	Currency
      Canada	IronPlanet Canada Ltd.	9500 Glenlyon Parkway, Burnaby, BC V5J 0C6	British Columbia	New Westminster, British Columbia	CAD
      United States	IronPlanet, Inc.	4000 Pine Lake Road, Lincoln, NE USA 68516	Washington	King County, Washington	USD

   2. English Controlling Language. Performance under these PurchaseSafe™ Terms and the resolution of any disputes shall be conducted in the English language. If a translation of these PurchaseSafe™ Terms 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 these PurchaseSafe™ Terms are provided to you in a language other than English, Ritchie Bros. does so solely for your convenience.
   3. Limitation Period. YOU AGREE THAT ANY CLAIM ARISING OUT OF OR RELATED TO THESE PurchaseSafe™ TERMS MUST BE COMMENCED WITHIN SIX (6) MONTHS AFTER THE DISPUTE AROSE. OTHERWISE, SUCH CLAIM IS PERMANENTLY BARRED.
   4. Improperly Filed Legal Disputes. Any claims that are filed or brought contrary to these PurchaseSafe™ Terms shall be improperly filed and of no force and effect.

9. CHANGES TO THESE TERMS. Ritchie Bros. may amend the PurchaseSafe™ Terms, including applicable Transaction Fees, at any time by posting the amended terms on www.ritchielist.com and associated URLs. When we change these PurchaseSafe™ Terms in material manner, we will update the ‘last modified’ date at the top of this page. The changes take effect on the date specified in the amended terms. We may also notify you by surfacing an alert while using the PurchaseSafe™ Services. Your continued use after any such change constitutes your acceptance of the new terms. If you do not agree to any of these terms or any future terms, do not use or access (or continue to access) the PurchaseSafe™ Services.

10. TERMINATION. Without limiting any other remedies, Ritchie Bros. shall have the right to suspend or terminate your access to the PurchaseSafe™ Services at any time, without notice, in Ritchie Bros.' sole discretion for any reason, including, without limitation, if Ritchie Bros. (a) determines that you have violated these PurchaseSafe™ Terms, or (b) is unable to verify your information. If you become dissatisfied with the PurchaseSafe™ Services, in any way, your only recourse is to immediately discontinue use of the PurchaseSafe™ Services.

11. PRIVACY. Ritchie Bros. collects, uses, discloses, and stores the personal data you supply as part of the PurchaseSafe™ process for the purpose of identifying you as a Buyer or Seller and facilitating your purchase and/or sale of Equipment and/or other related goods and services that you contract or request Ritchie Bros., its affiliates or service providers to perform or supply or that are necessary to provide you with the PurchaseSafe™ Services. Additional information regarding Ritchie Bros.’ purposes and handling of personal data is available in our Privacy Statement. Buyer and Seller information will be shared with the other in order to facilitate the PurchaseSafe™ Services. Your information is also shared among other members of the Ritchie Bros. group of companies in accordance with the Privacy Statement, including to offer certain financial related products to a Buyer in relation to their purchased Equipment. If you authorize or where the law permits, Ritchie Bros. and/or its affiliates will communicate with you by electronic means about Ritchie Bros.’ products and services or to gather insights about your PurchaseSafe™ experience. Ritchie Bros. will also use your email contact to communicate for invoicing purposes. Personal data collected by or on behalf of the Ritchie Bros. is transferred, stored, accessed and used in various jurisdictions, including Europe and the United States, and is subject to the laws of those other jurisdictions which may differ from those of where you reside. Subject to those laws, Ritchie Bros. will use reasonable safeguards as further described in the Privacy Statement to maintain protections over personal data. For further information on exercising any available personal information rights, please review the Privacy Statement.

12. GENERAL. These PurchaseSafe™ Terms and the Ritchie List User Agreement contain the entire agreement of the Buyer or Seller and Ritchie Bros. in respect of the use of PurchaseSafe™ to carry out the sale and/or purchase of Equipment and supersedes all previous communications, representations, understandings and agreements, either oral or written. In the event of any conflict between the PurchaseSafe™ Terms and Ritchie List User Agreement, the inconsistency will be resolved in the following order: (a) the PurchaseSafe™ Terms, and (b) the User Agreement. If any provision of these PurchaseSafe™ Terms is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision shall be struck out and the remaining provisions shall continue in full force and effect. The failure by any party to exercise or enforce any rights or provisions of these PurchaseSafe™ Terms shall not constitute a waiver of such right or provision. No partnership, joint venture, franchisor-franchisee, or agency relationship is intended or created by these PurchaseSafe™ Terms. You may not assign or transfer these PurchaseSafe™ Terms or your obligations hereunder in whole or in part, whether by operation of law or otherwise, without Ritchie Bros.' prior written consent. In the event of a permitted transfer, these PurchaseSafe™ Terms shall bind and inure to the benefit of the parties, their respective successors and permitted assigns. To the extent any novation is required for Ritchie Bros. to assign these PurchaseSafe™ Terms, you hereby appoint the officers of Ritchie Bros. as your attorney-in-fact to execute all documents necessary to effect such novation. All provisions in these PurchaseSafe™ Terms regarding representations and warranties, indemnification, disclaimers, limitations on liability, and payment obligations for fees incurred prior to the termination date shall survive any termination of these PurchaseSafe™ Terms.