The parties agree as follows:
1. Registered Users of the Services.
1.1 RECVEX is a marketplace that allows Registered Users to connect to buy and sell Vehicles. “Vehicles” are recreational and other vehicles made available by Registered Users to Registered Users through the Services from time to time (as permitted by RECVEX). Any contract for a sale of a Vehicle that is initiated through the Services (“Sales Contract”) is directly between the Registered Users as the seller and the buyer, and RECVEX is not a party to any Sales Contract.
1.2 RECVEX will use commercially reasonable efforts to verify Registered User accounts when Registered Users are acting as buyers and sellers pursuant to Sales Contracts, but RECVEX makes no guarantees regarding the identity of any visitor or Registered Users of the Services. All Sales Contracts arising from use of the Services must occur in the United States.
1.3 Registered Users may offer Vehicles for sale through the Services. If you would like to offer a vehicle for sale that is not currently approved for sale through the Services, you may contact RECVEX to request that the proposed vehicle type be included. Certain provisions of this Agreement may not apply to the sale of particular Vehicles, and additional terms and conditions may apply to particular Vehicles. These restrictions and limitations will be identified through the Services. Registered Users are responsible for complying with the terms and conditions of the Services.
1.4 The Services offer a business-to-business platform and are not intended for consumer use.
2. Membership Levels.
2.1 Visitors to the Services may access and use the Services as a learning tool free of charge, but cannot perform transactions through the Services.
2.2 Visitors to the Services that wish to buy or sell Vehicles through the Services must enter into this Agreement, meet the requirements for being a Registered User, and pay the applicable subscription fee (the “Subscription Fee”) as set forth on Exhibit A (each a “Registered User” and collectively the “Registered Users”).
2.3 Each Registered User will select a membership level as described on Exhibit A, and agrees to pay the fees as set forth on Exhibit A.
2.4 At any time and in its sole discretion, RECVEX may change the prices and terms of any membership level of Registered Users. Registered Users will be notified of any material changes and given an opportunity to terminate Registered User status before they will be bound to any updated terms or fees. If the Registered User does not terminate this Agreement and continues to use the Services, it is agreeing to the updated changes.
3. Creating a Listing.
3.1 A Registered User desiring to sell a Vehicle may create a description for the Vehicle through the Services (“Listing”). The Listing must specify the minimum price the seller is willing to accept for the Vehicle (“Floor Price”), which can be set at $0. The Listing specifies when and for how long the Vehicle is available for bids (“Auction Period”). All Listings should comply with RECVEX’s then-current Listing Standards and How-To Guide provided on the RECVEX Community Guidelines (view FAQ). Listings that do not meet Community Guidelines may be removed.
3.2 The Listing must include five primary photos of the Vehicle: the front, rear, coach-door side, off-door side and featured interior photo. The seller will have an option to include additional photos of the Vehicle that will appear in an additional photo library, along with a condition report or pre-delivery inspection sheet. The seller will be able to describe the Vehicle in a limited character description box. Sellers are encouraged to include important condition information while refraining from a wordy sales pitch. Any Vehicles listed for sale through the Services must be roadworthy. The Services may not under any circumstance be used for Vehicles that are not roadworthy, and seller shall be solely liable for reimbursing costs and expenses incurred by RECVEX in connection with Vehicles that are not roadworthy.
3.3 When a Registered User creates a Listing, such Registered User is representing and warranting that: (a) the Vehicle is roadworthy, (b) the Registered User is appropriately licensed by the relevant state agencies to sell the Vehicle, and (c) the seller has clear and unencumbered title to such Vehicle.
3.4 Though RECVEX does not monitor the Listings, RECVEX reserves the right to remove Listings at any time if RECVEX believes that the Listings and/or the Vehicles do not comply with the requirements of this Agreement.
3.5 The Listing will include RECVEX’s Shipping Costs Tool, which allows Prospective Buyers (as defined below) to calculate shipping cost based on the location of buyer and seller. Registered Users are responsible for verifying that the address identified in their account is current and accurate.
3.6 RECVEX makes the Listing available for bidding by Registered Users in an online auction hosted through the Services during the Auction Period.
4. The Auction Process.
4.1 Only Registered Users that are current on their Subscription Fees may participate in an auction or use the Services.
4.2 Registered Users acknowledge and agree that the bidding process taking place through the Services is a non-binding transaction representing a buyer’s and seller’s serious expression of interest in buying and selling the Vehicle, and a final contract is not formed until a Sales Contract is entered into between buyer and seller.
4.3 Registered Users interested in purchasing the Vehicle identified in a Listing (“Prospective Buyers”) will enter a bid on that Listing during the Auction Period. Prospective Buyers have the option to enter a maximum bid that will automatically increase the Prospective Buyer’s bid in $100 increments up to the maximum bid each time the Prospective Buyer is outbid.
4.4 By submitting a bid, a Prospective Buyer is representing that it: (1) has a serious interest in buying the Vehicle; (2) is appropriately licensed by the relevant state agencies to buy the Vehicle; (3) its purchase of the Vehicle shall comply with all applicable laws and regulations; and (4) is expressly authorizing RECVEX to charge its credit card on file for any applicable Buyer’s Fees (as defined on Exhibit A) and shipping fees at the conclusion of any auction it wins.
4.5 All bids must be increased in $100 increments.
4.6 If a competing bid comes in during the final one (1) minute of the auction, as measured by RECVEX as the official timekeeper, the ending time will be extended by five (5) minutes to allow bidders with slower internet connections to fairly compete.
4.7 Vehicle’s will be offered for sale to the highest bidder assuming that the bid is greater than the seller’s Floor Price (“Preliminary Sale”).
4.8 In the event the seller’s Floor Price is not met, the Listing ends in a “No Sale.” The highest bidder in an auction that ends in No Sale (except a No Sale caused by termination of a Registered User as provided in Section 12) will be notified and offered a chance to increase such bidder’s maximum bid. The seller will receive the final offer and have the opportunity to accept or counter the final maximum bid. After the seller and highest bidder are each given a final opportunity to come to an agreement, the Listing will be closed.
5. Concluding Transactions.
5.1 After a Listing has ended in a Preliminary Sale, RECVEX will automatically charge the Buyer’s Fee and the shipping costs to the credit card on file for the winning bidder. Once the charge has been successfully processed, RECVEX will send the buyer and seller an automated confirmation email providing information about the proposed vehicle sale and the identity of the parties to the transaction.
5.2 The parties are then responsible for entering into a contract for the sale of the Vehicle (“Sales Contract”). RECVEX is not a party to the Sales Contract.
5.4 If the buyer or seller to a transaction fail to enter into a Sales Contract, no binding contract for the sale of the Vehicle has formed and the Preliminary Sale will be given no force and effect. So long as the failure to create a Sales Contract was not caused by the bad faith of the seller, the seller will be permitted to resubmit the Listing for a new auction.
5.5 Once a Sales Contract has formed, the seller will arrange for shipment as provided in Section 6.
5.6 Buyer and seller are responsible for arranging the transfer of title in accordance with applicable law.
5.7 Buyer and seller agree to use the contact information provided by RECVEX only to the extent necessary to complete the Sales Contract. Buyer and seller agree that contact information will not be otherwise used or disclosed or included in any internal or third party marketing lists.
5.8 It is the responsibility of seller and buyer to ensure that all applicable legal requirements are fulfilled in connection with the transaction, including, without limitation, with respect to the transfer of title.
5.9 RECVEX does not transfer legal ownership of Vehicles from the seller to the buyer.
5.10 You are using the Services at your own risk and RECVEX will not refund Buyer’s Fee or shipping costs in the event that title to the Vehicle is not ultimately transferred to the buyer.
6.1 Dealer Pickup (DPU) will be optional on every listing but REQUIRED on listings located within 400 miles of the buyer, and for unit types not supported by our Transportation Partners. In the event the buyer selects DPU, or in the case DPU is required, the buyer's credit card will not be billed for shipping costs by RECVEX.
6.2 Unless otherwise expressly provided in this Agreement or on the RECVEX webpage, all Vehicles purchased through the Services will be shipped to the buyer via our Transportation Partners identified on the Community Guidelines (“Transportation Partner”).
6.3 Transportation Partner will deliver the Vehicles to the address provided in a buyer’s account in a reasonably timely manner.
6.4 RECVEX will not be liable for any delays in shipping caused by (1) seller’s failure to accurately depict the condition and roadworthiness of the Vehicle; or (2) any causes beyond its reasonable control.
6.5 All Vehicle shipments are subject to Transportation Partner’s standard terms and RECVEX recommends you review those terms before entering into any transaction through the Services. RECVEX is not liable for risk of loss while the Vehicle is in transit.
6.6 If a buyer rejects delivery of a Vehicle it will be returned to the seller at buyer’s cost except as described below. Buyer will not be refunded its shipping fees by RECVEX for a rejected Vehicle. As provided in the Community Guidelines, Seller may be liable for refunding Buyer’s Fees and/or shipping fees for any Vehicle whose condition materially deviates from condition provided in the Listing.
6.7 Vehicles that are not roadworthy, in the sole discretion of Transportation Provider will not be picked up for delivery. RECVEX will notify buyer and seller of the delivery failure and assist them, if reasonably possible, to determine how best to conclude or revise the transaction. Seller is responsible for any shipping fees incurred relating to Vehicles that are not roadworthy.
7. Registered User’s Representations and Obligations
7.1 As seller and buyer to a Vehicle transaction, the seller and buyer represent and warrant that they understand the requirements for purchasing and selling the Vehicle under applicable laws and regulations, and will comply in all respects with such laws and regulations when performing a Vehicle transaction through the Services.
7.2 All buyers and sellers expressly represent that the information provided in their Registered User registrations is truthful and accurate.
7.3 All buyers and sellers expressly represent that they have not had their Registered User accounts terminated by RECVEX or have not been otherwise prohibited from using the Services. No one may create a Registered User account or register to use the Services on behalf of a person or entity that has had their Registered User account terminated or has otherwise been prohibited from using the Services.
7.4 All sellers expressly represent that all information and images in Listings are truthful and accurate and were provided in good faith. Seller acknowledges that it may be liable for any intentional or negligent misrepresentation and/or any technically truthful representations made with the intention to deceive buyers.
7.5 Registered User hereby represents and warrants to RECVEX that it has the full right, power and authority to enter into, and fully perform its obligations according to, this Agreement.
8. Disputes Between Registered Users
8.1 In the event you have a dispute with RECVEX, another Registered User or a Visitor while using the Services, or experience difficulty enforcing a Sales Contract initiated through the Services, please review RECVEX’s Community Guidelines for our Dispute Resolution Procedure.
8.2 RECVEX shall use reasonable efforts to assist Registered Users resolve any disputes they experience while using the Services. RECVEX makes no representations or guarantees that your use of the Services will be free of conflict or dispute and RECVEX is not obligated to resolve any conflict to your satisfaction.
8.3 RECVEX may choose to limit or terminate your access to the Services in the event you fail to abide by our Community Guidelines for your interactions on and through the Services.
8.4 RECVEX makes no representations regarding the Registered Users or regarding the Vehicles available for auction via the Services and cautions Registered Users to use caution before entering into Sales Contracts.
8.5 In the event that you have a dispute with the other party to a Sales Contract, you expressly acknowledge that RECVEX is not a party to the Sales Contract and does not guarantee that either party will fulfill its obligations. You expressly agree not to name RECVEX as a defendant in any lawsuit you bring to enforce your rights under a Sales Contract.
You shall indemnify, defend and hold harmless RECVEX and its shareholders, directors, officers, employees, agents and Affiliates (collectively “RECVEX Indemnitees”) from and against any liabilities, costs, fees and/or damages relating to: (i) any inaccurate, incomplete or deceptive information in a Listing; (ii) the condition or performance of any Vehicle listed through the Services; (iii) the failure of any condition to a Sales Contract and/or (iii) your use of the Services.
10. Limitations on Liability; Remedies.
10.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE RECVEX INDEMNITEES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOOD-WILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (i) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES; (ii) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICES, INCLUDING WITHOUT LIMITATION, ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES; (iii) ANY CONTENT OBTAINED FROM THE SERVICES; (iv) UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT; AND/OR (V) ANY VEHICLE PURCHASE/SALE TRANSACTION BETWEEN A REGISTERED USERS RESULTING FROM THE SERVICES.
10.2 IN NO EVENT SHALL THE AGGREGATE LIABILITY OF THE RECVEX INDEMNITEES EXCEED THE GREATER OF ONE HUNDRED U.S. DOLLARS (U.S. $100.00) OR THE AMOUNT YOU PAID RECVEX, IF ANY, IN THE PAST SIX MONTHS FOR ACCESS TO THE SERVICES (NOT INCLUDING BUYER’S FEES) GIVING RISE TO THE CLAIM.
10.3 THE LIMITATIONS OF THIS SUBSECTION SHALL APPLY TO ANY THEORY OF LIABILITY, WHETHER BASED ON WARRANTY, CONTRACT, STATUTE, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, AND WHETHER OR NOT THE RECVEX ENTITIES HAVE BEEN INFORMED OF THE POSSIBILITY OF ANY SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
11. Term and Termination.
11.1 This Agreement will become effective on the date you electronically accept this Agreement and will continue in full force and effect until terminated by either party in accordance with this Master Agreement.
11.2 Registered User may terminate this Agreement by contacting firstname.lastname@example.org and indicating you wish to delete your account. In the event a Registered User terminates this Master Agreement in the middle of a Subscription Term (as defined on Exhibit A) it may still be liable for the full Subscription Fees owed during the Subscription Term, as provided on Exhibit A.
11.4 If RECVEX suspends or terminates an account based on any reason other than the misconduct or payment failure of Registered User, RECVEX will refund the pro rata portion of the Subscription Fees for the time period Registered User is not permitted to use the Services.
11.5 Registered User will not be entitled to receive any rebate in its Subscription Fees for any Service access stoppage that lasts less than 24 hours.
11.6 If a Registered User has been suspended or terminated, Registered User is not permitted to create a new account or to engage a third party or affiliate to create a new account on its behalf.
12. Effect of Termination.
12.1 If a Registered User has an ongoing auction at the time it terminates its accounts or has its account terminated by RECVEX the auction will be immediately ended and declared a No Sale even if a Registered User has already submitted a bid above the seller’s Floor Price.
12.2 If a Registered User has an ongoing transaction with a Registered User at the time it terminates its account or has its account terminated by RECVEX, RECVEX shall use reasonable efforts to allow Registered User to complete the transaction before terminating access.
12.3 If a Registered User has entered into a Sales Contract at the time it terminates its account or has its account terminated by RECVEX, the Registered User is contractually obligated to fulfill its obligations under the Sales Contract. After termination, RECVEX will allow a Registered User to use the Services only to the extent reasonably necessary to permit the User to fulfill its contractual obligations.
12.4 Upon any termination of the Agreement, all rights and obligations of the parties shall cease, except that: (a) all payment obligations that accrued prior to the effective date of termination shall survive termination; (b) the termination shall have no effect on any Sales Contract entered into between users of the Services; and (c) the provisions of §§ 5,7,8,9,10,12 and 13 survive any termination of the Agreement.
13. GENERAL TERMS.
13.1 The failure of RECVEX to enforce any right or provision of the Agreement will not be deemed a waiver of such right or provision. In the event that any provision of the Agreement is held to be invalid or unenforceable, then that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions of the Agreement will remain in full force and effect.
13.2 The Agreement and any action related thereto will be resolved by binding arbitration, rather than in court. A party who intends to seek arbitration must first send to the other party, by certified mail, a completed form Notice of Dispute. In the event a dispute cannot be settled amicably by agreement of the parties within 30 days of receiving Notice, the dispute shall be finally settled in accordance with the commercial arbitration rules of the American Arbitration Association then in force, by one or more arbitrators appointed in accordance with said rules. The place of arbitration shall be Montgomery County, Ohio. Any award rendered shall be final and binding and the award may be entered in any court of competent jurisdiction. YOU HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY.
13.3 ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR COLLECTIVE BASIS, ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER.
13.4 Neither Party may be held liable for its failure to perform hereunder or for any loss or damage due to causes beyond its reasonable control, including governmental requirements, inability to obtain required export licenses, work stoppages, fire, civil disobedience, embargo, war, terrorism, riots, rebellions, earthquakes, strikes, floods, water and the elements, inability to secure equipment, raw materials or transport or similar occurrences.
13.6 We may revise the Agreement from time to time, the most current version will always be made available through the Services. In the event of any material change to the Agreement, you must accept those changes in order to remain a Registered User of the Services.
EXHIBIT A - Membership Levels
Silver Plan Users
- $0 Subscription Fee
- Unlimited Fee-Free Selling
- Registered User pays 5% of Bid Price for Vehicles purchased through the Services (“Buyer’s Fee”)
Gold Plan Users
- $199 Monthly Subscription Fee
- Unlimited Fee-Free Selling
- Gold Users pay 2% of Bid Price for Vehicles purchased through the Services (“Buyer’s Fee”)
Platinum Plan Users
- $999 Monthly Subscription Fee
- Unlimited Fee-Free Selling
- Platinum Users pay 1% of Bid Price for Vehicles purchased through the Services (“Buyer’s Fee”)
“Bid Price” is the amount the winning Prospective Buyer bids for a Vehicle at an auction and excludes all applicable shipping costs, taxes or other fees.
Registered Users shall select the membership level it wishes to subscribe for hereunder. Once the Registered User has selected the membership level to which it is subscribing, the term for using the Services under such membership level shall be one (1) year commencing on the date the Registered User signs up for the membership level it purchased (the “ Subscription Term”) unless sooner terminated as provided in this Agreement. Registered Users that terminate their membership level before the end of the Subscription Term will be charged an early termination penalty of one month’s fee that will be charged to Registered User’s account immediately upon termination of the Agreement. Registered Users will not be refunded the fees for the unused portion of any month.
Subscription Fees will be automatically charged to the credit card associated with your account on the date you sign up to being your subscription and on the same day of each additional month during the Subscription Term. You expressly consent to RECVEX charging your monthly Subscription Fee to the credit card on your account. If we are unable to process the payment on your account your access to the Services will immediately be terminated. You may also be subject to additional fees and penalties as provided in the Agreement or on the Community Guidelines.
Buyer’s Fees will be charged to the credit card associated with the winning bidder’s account at the conclusion of an auction and you as the buyer expressly consent to RECVEX making the charge. If we are unable to process the Buyer’s Fee, your access to the Services will immediately be terminated and you may be subject to additional fees and penalties as provided in the Agreement.
Prices and benefits for any membership level are subject to change at RECVEX’s sole discretion at any time. RECVEX will notify you and give you an opportunity to cancel your membership level before charging your credit card with an increased Subscription Fee. All Buyer’s Fees are subject to the fee schedule applicable at the time of the Listing. Registered Users are responsible for verifying the applicable Buyer’s Fees before bidding on a Listing.