Apgar Ambulance L.C. d/b/a www.ambulancetrader.com (together, the "Company") provides access to its website(s) and services ("Service") to individuals, sole proprietors, partnerships, businesses and corporations ("User", Seller, Buyer or "you") subject to the following terms and conditions (the "User Agreement"). Our service is comprised of, but not limited to, our network of marketplaces that include www. Ambulancetrader. Com, www.firetrucktrader.com ,www.policecartrader.com , online services, account management services, and customer support (Site and Services). As a condition of using the Site and Services, the Company requires that you review and accept this User Agreement.
BY REGISTERING TO USE THE SERVICE, YOU ACCEPT AND AGREE TO THE TERMS AND CONDITIONS OF THIS USER AGREEMENT. IF YOU DO NOT AGREE TO ACCEPT THIS USER AGREEMENT, YOU MAY NOT ACCESS OR OTHERWISE USE THE SERVICES OR SITE.
1. COMPANY OBJECTIVE AND SERVICES
1.1. Apgar Ambulance L.C Company Objective
The Company's objective is to provide motivated Sellers with an solution to convert surplus assets into cash efficiently and reliably, and to provide qualified professional Buyers with a venue to source surplus goods, on a global scale, at attractive prices.
1.2. Company Services
To fulfill its objectives, the Company has developed a tailored technology and integrated services to drive ambulance, fire and medical equipment sales and ensure the completion of your transactions. Services provided by the Company include, but are not limited to: due diligence and fraud prevention, Seller/Buyer communication tools, payment collection, integrated shipping, warehousing and logistics management, marketing, inspection, and many more services. These services are described in detail in the Services section, as well as the Buyer and the Seller sections of the website.
1.3. Confidentiality & Security
The Company's objective is to preserve the confidentiality of your information and your anonymity in the course of the transaction. The Company has made a firm commitment to maintain your privacy and the confidentiality of your specific information:
* The Company has developed specific tools that enable qualified potential Buyers and Sellers, registered with ambulancetrader .com, to exchange price details and other information without disclosing their names, or the names of their company in order to protect the Seller's distribution channel policy and to open new markets to qualified Buyers.
* The Company has integrated services related to the closure of the transaction (e.g. due diligence and verification services, logistics and inspection services) to offer the possibility for qualified Buyers or Sellers to remain anonymous throughout the transaction process.
* The Company guarantees that banking or credit card information pertaining to them will be processed by an independent and secure third party. All payment are made through a secure socket layer (SSL), a security protocol that provides data encryption, server authentication, and message integrity for connections to the Internet, to ensure that the data you provide us is not transmitted over the Internet unencrypted and cannot be viewed by unauthorized individuals.
2. USER OBLIGATIONS
The Services are available only to individuals or entities that can form legally binding contracts. Without limiting the foregoing, minors in any jurisdiction may not participate in the Services. The Company reserves the right to review and verify the information provided in your registration application and to, at its sole discretion, postpone or reject your registration approval. When the Company has notified a User that their registration form has been approved, the User will become a "Registered User" and shall be permitted to use the Site and Services. The Company reserves the right, at its sole discretion, to review the status and compliance of any User with the terms of this User Agreement and to suspend or terminate a User's use of the Site and Services without notice.
2.1. User Password
Upon the approval of your registration, you will select a username and a password. You agree that you are solely responsible for preserving the confidentiality of your username and your password and all activities and charges related to the use of your password, including unauthorized use. You agree not to furnish your username, password or other information to any other party for use of the Site and Services. You agree to notify the Company immediately of any unauthorized use of your personal password or username and any other breach of security regarding the Services.
2.2. User Information
Each User agrees that all of the information provided in their registration application is timely, true and correct, including, but not limited to, the User's legal name, address, phone number, fax number, e-mail address, and other personal and business information. You agree to promptly notify the Company should the User information provided need to be updated, changed or deleted. You understand that your failure to provide accurate and complete information may result in actions taken against you, including without limitation, the immediate suspension or termination of your use of the Services. User understands that email will be the primary medium for Company to communicate information about the auctions.
The Company may, in its discretion, but is not obligated to, monitor material, content and information on the Site, including, but not limited to vehicle and equipment Ads and auction listings, questions posted to the Ask the Seller A Question feature and bidding activity, to determine compliance with the terms and conditions of this User Agreement and current and future operating procedures and rules of conduct established by the Company. The Company may also intercept and disclose any content, record, use or other information to the extent reasonably necessary to carry out the terms of this User Agreement, to protect the rights of the Company, for mechanical or service quality control as permitted by law, or to comply with any law, regulation, information, or court order submitted or transmitted to the Company. The Company reserves the right, at its sole discretion, to amend, edit, remove or otherwise block any material posted by a User which may, in the Company's sole discretion, violate any state, federal or local law or violate any aspect of this User Agreement or in order to limit Company's liability. However, the Company does not assume responsibility for verifying the material, content and information on its Site and is not responsible for any damages, losses, expenses or other injuries incurred by any User as a result of relying on any material, content and information posted on the Company's Site.
3. SELLER OBLIGATIONS
Users who use the Company's Site to sell assets or merchandise of any kind agree that:
Sellers can submit information about assets or merchandise by using the online " place Ad " tool. This tool enables you to include all the relevant information regarding the merchandise that will be necessary to sell (e.g. description, price, quantity, year, make, model, size, shipping information), promote and facilitate the logistic management. This information will be reviewed to ensure its consistency and accuracy and posted upon agreement of our Sales Team that will tailor the sales strategy to maximize your returns. Prior to any activation, the Seller must agree with the provisions of this agreement for each inventory of assets provided to Company for sale.
3.1 Listing Information
Sellers are solely responsible for the accuracy, completeness and validity of all the information describing the assets listed for sale (the "Listing Information"). Sellers, who post merchandise for sale on the Company's Site, represent and warrant that they are the lawful owners of the listed assets. Each Seller represents and warrants that all Listing Information and photographs provided are accurate and truthful regarding, without limitation, the type, quantity and condition of the Listed assets in any auction posted by the Seller on the Company's Site. Sellers understand and agree that the Company, at its sole discretion, may take any action it deems necessary to review, edit or remove any listing information provided with respect to any assets posted by a Seller. Assets MUST be available for pickup within 10 business days of the auction closing unless clearly stated in the Ad otherwise. . Auctions not available for pick-up within 10 business days may cause penalties and damages payable by the Seller.
3.2. No Unlawful Assets
Sellers agree that they will not attempt to sell any illegal assets of any kind through the Company's Site and Services, including, without limitation, all counterfeit goods, stolen vehicles, vehicles without legal titles, drugs, guns, pornography or any other item, the Company, in its sole discretion, deems to be unlawful.
3.3. Offer to Sell
Upon posting an asset for sale, Seller represents, warrants and agrees that it is irrevocably offering to sell the listed assets to any Buyer who satisfies the requirements of the Ad or auction, terms of payment and shipping. Seller represents, warrants and covenants that (1) it has good and marketable legal title to the offered assets, free and clear of any lien, security interest, leasehold interest, co-ownership interest, or any other type of encumbrance or interest of any other person or entity, (2) it has authority to list the offered assets for sale and to sell the offered assets, no listed asset infringes or violates (or contains any parts or components which infringe or violate) any third party's copyright, patent, trademark, trade secret or other intellectual property or propriety rights. Failure of a Seller to complete the sale of an asset to a qualified Buyer because of non-delivery or misrepresentation of the merchandise could result in damages payable to the Company up to a maximum amount of $20,000. Such damage shall become immediately due and payable by the Seller to the Company. Should any additional shipping costs be incurred because of incorrect shipping information and/or preparation the seller agrees to pay for these costs.
During the period that the Seller has listed assets for sale with the Company, the Seller has granted the Company an exclusive right to sell the specified quantities listed in the Schedule 1 of the ASA. All potential purchasers discovering the property through the endeavors of the Company will result in a commission paid to the Company as the procuring cause of sale if said Buyer consummates sale. Seller agrees that any sale of the specified quantities of property during the agreed listing period will cause a commission to be earned by the Company.
3.5. Service and Transaction Success Fees
Upon the closing of a transaction, Sellers agree to pay the Company a success-based transaction fee for the marketing of their assets, integrated services and identification of qualified Buyers. The amount of this fee will vary based on the size and product type of the transaction and shall be communicated to and agreed by the Seller prior to listing the merchandise with the Company in the Schedule 1. In addition, the Company reserves the right to collect and retain a customary Buyer's premium from its customers in order to cover costs specific to any auction. Premium services such as third party inspection, and warehousing are optional for Buyers and Sellers and require additional fees. The prices of the services are determined on a case-by-case basis and communicated to you by our Sales Team. A Seller's obligation to pay transaction fees incorporates by reference the Non-Circumvention clause contained herein.
3.6. Payment of Fees
All fees and other amounts payable pursuant to this User Agreement shall be paid in the listing currency (United States Dollars or Euro), free and clear of, and without deduction or withholding on account of, taxes of any kind. All of the Companys success based fees are deducted from the proceeds of the sales. Other eventual and mutual agreed payments are due within 15 business days of invoice.
Sellers acknowledge that despite the Company's best efforts, Buyers may fail to perform. The Company does not provide any representations or guarantees that Buyers will pay Sellers on their agreed price on a timely basis. In such circumstances, the Company will inform the Seller and contact the next highest bidder in order to close a transaction.
4. BUYER OBLIGATIONS
Users who use the Site to bid on and or or purchase Listed assets of any kind ("Buyer" or "Buyers") represent, warrant and agree that:
4.1. Bidding or Offer to Purchase Activity
4.1.1. Buyer, by bidding or offering on any assets, is demonstrating Buyer's intention and financial capability to purchase these assets.
4.1.2. Upon the placing of a offer or bid, the Buyer may not retract, amend or modify their bid without prior approval by the Company and or the party who placed the Ad.
4.1.3. At the close of an auction in which Buyer has a winning bid, Buyer agrees to make payment for the total amount of the transaction including shipping and sales taxes if applicable, immediately using payment methods provided by Company upon auction close but in no case later than 10 business days of the payment notification. If the Company does not receive payment within 10 business days, Buyer will be considered in default of bidding contract and will be responsible for penalty fees of $200 or 15% of the final transaction price whichever is greater.
4.2. Asset Receipt and Inspection
4.2.1. After the close of an auction or upon making an offer to purchase in which Buyer has the highest offer or bid, Buyer is required to make arrangements to pay for the goods and to take delivery of shipment of Seller's Listed assets. Except for auctions mentioning sold where is, as is, the Buyer will have 2 business days to inspect the assets for gross misrepresentation (e.g. variance greater in quantity than the one indicated on the Site or gross misrepresentation of the assets quality and/or type). The Company will consider that the buyer has accepted the assets if 2 business days has transpired since receipt of the merchandise. If misrepresentation occurs, the buyer must submit a dispute form to the Company within 2 business days of the assets receipt in order to claim any reimbursement. No other form of communicating this dispute will be honored. This process ensures Buyer will receive and accept assets that correspond to the description and terms provided by the Sellers using the Companys Site.
4.2.2. In the absence of Seller fraud, failure of Buyer to complete the purchase of assets may result in damages, including but not limited to the specific performance of the Buyer. Buyer's failure to purchase assets after a Buyer's high bid is accepted will result in suspension or termination of Buyer's account. In addition, in the event of Buyer's failure to complete a transaction in the absence of Seller fraud, the Buyer agrees to immediately remit a success fee to the Company equal to 15% of the final bid placed on this listing. In the event of Buyer's default, the right is reserved to sell or otherwise dispose of the subject property and to charge all losses and expenses incidental thereto to the defaulting Buyer. The bid deposit, if applied to the transaction, shall be immediately forfeited by Buyer and applied against any such losses, expenses and liquidated damages.
4.2.3. When property is sold on a unit price basis, Seller reserves the right to vary the quantity delivered by a percentage explicitly disclosed in the listing. The Buyer agrees to accept any quantity within these limits. Outside these limits, the purchase price paid shall be adjusted upwards and downwards in accordance with the quantity actually delivered and with the explicit agreement of the Buyer.
5. PAYMENT COLLECTION
Upon the close of a sale, the Company's payment collection team will use its best efforts to contact buyers in order to ensure timely payment. Payment is collected for all costs associated with the transaction including: Buyer's Premium and shipping expenses. Preferred methods of payment are wire transfers, and Paypal. Credit cards shall be accepted up to the limit of US$10,000 per transaction. All payments should be made via approved payment methods. For first time buyers (buyers who have not yet completed their first transaction), however, Paypal and Wire Transfer are the ONLY methods of acceptable payment.
5.1 Special Provisions
For transactions involving a buyer or seller from the States of California, New Mexico, Utah, Washington, Montana, Nevada, and Arizona, the following provisions will apply and to the extent that such provisions are inconsistent with any other terms and conditions of this User Agreement, the terms and conditions of this section 5.1 will govern:
The Company will directly and unconditionally remit to the Seller the amount paid for the assets by the Buyer minus the Companys fees as soon as practical but in no event later than 21 business days of the auction closing. Except where assets are sold "as is, where is" as stated in the auction description, the Buyer will be reimbursed by Company in the event of the sellers gross misrepresentation or non delivery of the assets, if Buyer files a valid dispute form within 2 business days of the Buyers receipt of the assets, or of the expected delivery date for non-delivered goods.
Failure of a Seller to complete the sale of assets to a qualified Buyer because of non-delivery or misrepresentation of the merchandise could result in damages payable to the Company up to a maximum amount of $20,000.
Sellers acknowledge that despite the Company's best efforts, Buyers may fail to perform. The Company does not provide any representations or guarantees that Buyers will pay Sellers on their agreed price on a timely basis. In such circumstances, the Company will inform the seller and contact the next highest bidder in order to close a transaction.
When the merchandise is received, the buyer has 2 business days to inspect the merchandise unless the auction clearly stated that the assets where sold as is where is. In addition, buyers have the option to have merchandise tested or inspected by an accredited third party service provider prior to purchasing an entire lot.
Users agree not to negotiate, communicate, or transmit any information of any kind with any other Registered User (whether or not the User has placed a bid or offer ) in an attempt to complete the sale of assets and specified quantities listed in the Schedule 1 of the ASA through a means outside of the Company's online liquidation auction (a "Circumventing Transaction"). In the event a Seller completes a Circumventing Transaction within 12 months following the expiration of a Seller's auction, Seller understands and agrees that Seller is obligated to immediately remit a success fee to the Company equal to 15% of the final aggregate gross sale price for the assets or merchandise sold in the Circumventing Transaction. This non-circumvention clause shall apply to Users and their principles, agents and representatives, including but not limited to employees, consultants, bankers, attorneys, accountants, assignees, heirs and transferees.
7. DISPUTE RESOLUTIONS
In the event of a dispute between Buyer and Seller in connection with a pending transaction, all Users agree to cooperate with the Company's customer service department to resolve the dispute. If the Company cannot resolve the dispute within 10 business days of the dispute form receipt, each User agrees to submit their dispute to an individual arbiter, recommended by the Better Business Bureau with experience in the auction industry. Each User agrees to cooperate with the arbiter and submit all required information to the arbiter to enable such arbiter to render a decision. Users agree to accept, without limitation, the decision of the arbiter concerning the disputed transaction as binding and final.
8.1. Interruption of Service
User understands that the Company shall take all commercially reasonable efforts to make its Site and Service available. However, the Company is not responsible for any damages or losses related to any system errors or interruptions affecting its Site and the processing of any online liquidation auctions or sales. User understands that the Site may be unavailable unexpectedly as a result of circumstances beyond its control or routine maintenance. User agrees not to attempt any action which may disrupt the Company's Site and Services, including transmitting any virus-infected files or software routines, bulk e-mail solicitations, or reverse engineering of any of the Company's programs or infrastructure.
8.2. Changes to Site and Services
The Company Apgar Ambulance L.C. Reserves the right, in its sole discretion, to modify, suspend or terminate any aspect of its Site and Services, including, but not limited to, content, auction features, news and information, and product categories without notice.
8.3. Record Keeping
The Company Apgar Ambulance L.C cannot guarantee the preservation or maintenance of records relating to historical auction transactions and bidding activity and encourages User to keep individual records and an accounting of all activity conducted through the Company's Site.
User acknowledges and agrees that the Company does not have any responsibility to report, calculate, determine or anticipate the payment of any taxes, which may be assessed or owed by any User in connection with the use of the Company's Site and Services. User understands and agrees that User is solely responsible for the calculation and payment of any taxes that may be incurred as a result of using the Company's Site and Services.
8.5. No Agency
The relationship between Users and the Company is that of an independent contractor. No agency, partnership, joint venture or franchise relationship is implied, intended or created by the terms and conditions of this User Agreement.
8.6 Ambulancetrader.com is Only a Venue
Ambulancetrader.com and associated sites are merely a venue for Registered Users to exchange information and facilitate transactions. It is expressly understood and agreed that the Company is not a broker or agent and has no fiduciary duty to the User with regard to transactions through the Services. Unless otherwise stated, the Company is not a party to the transactions between Buyers and Sellers. The Company does not guarantee the quality, safety, condition, or ownership of the assets advertised for sale on its Site and does not guarantee the accuracy of the information provided in the description of assets advertised for sale on its Site. Buyers are encouraged to perform their own due diligence, including, but not limited to, using the Site's "Ask the Seller a Question and Reply to AD " feature and the arrangement of an on-site inspection. The Company does not guarantee any individual Sellers or Buyer's ability to complete transactions using the Company's online liquidation service and makes no representation regarding the identity, creditworthiness, or performance of any User.
USER AGREES NOT TO HOLD COMPANY Apgar Ambulance L.C, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, ATTORNEYS OR AGENTS LIABLE FOR ANY LOSS OR DAMAGE OF ANY SORT INCURRED AS THE RESULT OF ANY OF USER'S DEALINGS WITH ANY OTHER USERS.
8.7. Notice and Communication
Unless stated otherwise, all notice and communication with User shall be provided by e-mail to the e-mail address provided by the User in their registration application or via posting on the Site. Notice shall be deemed to have been provided 24 hours after the e-mail was transmitted by the Company or the information was posted on the Site. If the Company receives a message that the User's e-mail is disconnected or is no longer valid, notice shall be deemed to have been provided 72 hours following the mailing of a letter to the User's address contained in their registration application.
In the event User has a dispute with another User, User releases Company, directors, officers, employees and agents from claims, demands and damages, whether actual or 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. This release includes any claims brought by any individuals relating to misuse or unauthorized use of data User gives to Company. Users agree to defend, indemnify and hold harmless the Company, its affiliates, directors, officers, employees and agents to the fullest extent lawful against any and all damages (whether direct, consequential or otherwise), claims, liabilities, costs and expenses incurred (including, without limitation, all reasonable fees), as a consequence of any acts by User undertaken in connection with the Company's Site and Services, including without limitation, those arising out of any breach of any User representation or warranty, User's obligations hereunder, any User transaction attempted through the Service, or any dispute between User and any other Users.
8.9. Third Party Links
The Site may contain links to other websites or resources for the convenience of Users in locating related information and services. User acknowledges and agrees that Company is not responsible or liable for (i) the availability or accuracy of such sites or resources, or (ii) the content, advertising or products on or available from such sites or resources. The inclusion of any link on the Site does not imply that Company endorses the linked site. User uses the links at User's own risk.
This User Agreement shall be governed by and construed in accordance with the laws of the State of Wyoming without regard to the conflicts of law provisions thereof, and, to the maximum extent permissible, without reference to that body of law known as the Uniform Computer Information Transaction Act. Any right to trial by jury with respect to any claim, action, suit or proceeding arising out of this User Agreement or any of the matters contemplated hereby is waived. User further agrees to the exercise of personal jurisdiction in the State of Wyoming in connection with any dispute or claim involving the Company.
If any provision of this User Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision shall be enforced to the maximum extent permissible and the remainder of this User Agreement shall continue in full force and effect.
The terms and conditions of this User Agreement constitute a binding agreement between the Apgar Ambulance L.C Company and each User until terminated by the User or the Company. User may discontinue use of the Site and Services at any time upon notice to Company. Upon termination, User is obligated to immediately cease using the Site and Services. Ambulancetrader.com expressly reserves the right to terminate the use of, or to refuse to permit the use of, the Services and the Website by any person or entity, at the sole discretion of ambulancetrader.com, for any reason and without notice
8.13. Disclaimer Of Warranties
THE SITE AND SERVICES, INCLUDING ALL CONTENT, FUNCTIONS, MATERIALS AND INFORMATION ON OR ACCESSED THROUGH