Last Updated: December 1, 2020
Guys With Rides Bidding Agreement – Buyers
This Buyer Agreement applies to the Make An Offer Reserved Parking Exclusives Listing for which you are submitting a silent offer to purchase (collectively, a “Bid”) a motor vehicle listed on or through the Service (the “Reserved Parking Exclusive Vehicle”). Any User (including, without limitation, you) that submits a bid and/or other offer to purchase a Reserved Parking Exclusive Vehicle is referred to herein as a “Bidder.”
The term of this Agreement (the “Term”) shall commence on the date that you submit an offer, and it shall terminate on the latter of (i) the date that all of your obligations to us and to any Seller hereunder are satisfied or discharged, or, (ii) the termination of the Make An Offer Period (defined below) the Reserved Parking Exclusive Vehicle for which you submitted an offer.
The first fourteen (14) days after a Reserved Parking Exclusive Listing is made viewable to the public on GuysWithRides.com shall consist of the “Make an Offer Period.” If the listing does not sell before the end of the Make an Offer Period, the listing will move to the Service’s “Cars Still Available” portal or module (the “Cars Still Available Listing Period”).
THE RESERVED PARKING EXCLUSIVES MAKE AN OFFER (days 1-14)
- The Reserve is the minimum bid required from a Bidder to initiate a sale of the Reserved Parking Exclusives Vehicle from Seller to a Bidder during the Make an Offer Period.
- Without limiting the Buyer Representations and Warranties stated below, you hereby represent and warrant that all information you or any agent on your behalf provide in connection with an Reserved Parking Exclusives Vehicle and an Offer is true, correct, and complete to the best of your knowledge, and we take no liability for such information.
- The winner of a particular Reserved Parking Exclusives Listing shall be the Bidder that places the highest offer that meets or exceeds the Reserve for such Reserved Parking Exclusives Listing during the Make an Offer Period (the “Winning Buyer”). In the event multiple Bidders submit the same high offer, the earlier Bidder (based on the date time stamp of offer submission) will be deemed the Winning Buyer.
- During the Make An Offer Period, we will not provide you with any information regarding other Bidders actual offers, and we will only communicate the value of the Winning Bid (defined below) on or immediately after the conclusion of the Auction Bidding Period.
- A “Winning Bid” shall equal the highest offer that meets or exceeds the Reserve as of the conclusion of the Reserved parking Exclusives Period.
- If your offer is the Winning Offer, you shall be the Winning Buyer, and you hereby agree to pay the Winning Offer amount to the Seller for the purchase of the Reserved Parking Exclusives Vehicle.
CARS STILL AVAILABLE (days 14- )
- If at the conclusion of a Make an Offer Period, no Winning Offer has been placed, the Reserved Parking Exclusives Vehicle may be moved to the Service’s “Cars Still Available” portal or module.
- A Cars Still Available listing gives prospective buyers the opportunity to purchase a Reserved Parking Exclusives Vehicle at a set “buy it now” price (if the applicable Seller opts into the “buy it now” option) or make an offer for such Auction Vehicle directly to such Seller. An Auction Vehicle’s “buy it now” price shall be determined in our sole discretion; provided, however, that the “buy it now” price shall be equal to or greater than the Reserve for such Auction Vehicle.
- If you select the “buy it now” option, you agree to pay the stated “buy it now” price in exchange for the Reserved Parking Exclusives Vehicle, and Seller shall be obligated to accept such “buy it now” price for such Reserved Parking Exclusives Vehicle.
- You may make an alternate offer to the Seller by communicating with such Seller directly regarding such alternate offer. You agree that all such communication and negotiations regarding a Cars Still Available Listing shall occur through a communication module or message board on the Service. You shall not exchange direct contact information with a Seller or otherwise attempt to contact a Seller other than through the Service during the Make An Offer Period or Cars Still Available Listing Period.
- If you and a Seller reach an agreement regarding the purchase and sale of a Reserved Parking Exclusives Vehicle on a Cars Still Available Listing, you agree to notify us immediately that such agreement has been reached, including the terms of such agreement. Thereafter, the Company shall provide to you and the applicable Seller the available contact information of the other party.
- A Cars Still Available Listing shall remain active on the Service for as long as the Seller agrees to keep it posted.
- In no event shall a Buyer and Seller conspire to use the Service to facilitate the purchase of a Reserved Parking Exclusive Vehicle after the Cars Still Available for such Reserved Parking Exclusives Vehicle at the exclusion of the Company and/or for the purpose of avoiding the payment of any compensation which would otherwise be due to the Company.
- On or promptly following the conclusion of a Make an Offer Period in which a Winning Offer is placed (or upon the selection of the “buy it now” option on a Cars Still Available Listing, if applicable), we shall provide the Winning Buyer’s (or “buy it now” Buyer’s) contact information to the applicable Seller, and we shall provide such Seller’s contact information to the Winning Buyer (or “buy it now” Buyer). If you are the Winning Buyer (or the “buy it now” Buyer), you agree to act in good faith to arrange for the exchange of funds and the Reserved Parking Exclusives Vehicle as soon as possible following the conclusion of the Make an Offer Period or the selection of “buy it now,” which exchange of funds shall be solely the responsibility of Buyer and Seller.
- You, as the Buyer, shall be responsible for paying all applicable sales, registration, transfer, and any other taxes and fees necessary to effectuate the transfer of title to the Reserved Parking Exclusives Vehicle, and the applicable Seller may request proof of same prior to transfer of the title to a Reserved Parking Exclusives Vehicle or the Reserved Parking Exclusives Vehicle itself. WE MAKE NO REPRESENTATION OR WARRANTY WHATSOEVER WITH REGARDS TO ANY INFORMATION POSTED ON THE SERVICE, WHETHER BY THE COMPANY OR IN THE FORM OF USER CONTENT BY A THIRD-PARTY, REGARDING TAXES AND FEES RELATED TO THE PURCHASE OR SALE OF A VEHICLE.
- You agree to make payment to the Seller by one of the following methods: cash, cashier’s, bank, or certified check, electronic funds transfer, or wire transfer of immediately available funds. Sellers may, but shall not be required to, accept other forms of payment.
- You agree to take appropriate action to facilitate the transfer of title to the Reserved Parking Exclusives Vehicle from Seller to you as soon as possible following payment of the applicable amount for the Reserved Parking Exclusives Vehicle.
- You, as the Buyer, shall be solely responsible for coordinating shipping or other transportation (including insurance) or facilitating pick-up of the Reserved Parking Exclusives Vehicle.
You shall not place a Bid on a Reserved Parking Exclusives Vehicle at the direction of or in coordination with a Seller of such Reserved Parking Exclusives Vehicle. You shall not take any other action to artificially increase the price of a Reserved Parking Exclusives Vehicle without the actual intent to purchase said Reserved Parking Exclusives Vehicle in good faith.
You agree not to circumvent the Service in order to buy a Reserved Parking Exclusives Vehicle from a Seller who you contacted, or who contacted you, through the Service. In the event such a sale takes place within ninety (90) days of the conclusion of a Make An Offer Period (or Cars Still Available Listing, if applicable), you agree to pay the applicable fees to us, in accordance with the Pricing and Payment Terms, as if the sale were facilitated through the Service, such fees being calculated based on the Reserve or the actual sale price, whichever is greater.
Close of Sale
If you are the Winning Buyer or “buy it now” Buyer, you agree to pay the Winning Offer or “buy it now” price (if applicable), regardless of the actual final value of such Winning Offer or “but it now” price or your belief regarding the actual value of the applicable Auction Vehicle.
All transactions facilitated through the Service are strictly between Buyer and Seller. We are not a payment processor in connection with payment for a Reserved Parking Exclusives Vehicle, and we do not facilitate financial transactions directly between any parties regarding a Reserved Parking Exclusives Vehicle, nor do we facilitate the transportation of the Vehicle from Seller to Buyer. The Service facilitates the listing and marketing of Auction Vehicles to wide audiences, and we connect Sellers and Buyers to negotiate and/or consummate the purchase thereof through an auction system. It is the responsibility of the Buyer and Seller to finalize the exchange of money for a Reserved Parking Exclusives Vehicle, the transfer of title to a Reserved Parking Exclusives Vehicle, and compliance with all accompanying governmental rules and regulations.
While we will exercise reasonable efforts to prevent fraudulent use of the Service, we cannot be held liable for: (1) failure of a Reserved Parking Exclusives Vehicle to sell, (2) failure of a Buyer to pay the Winning Bid or “buy it now” price, (3) failure of a Seller to convey title or possession to you, or (4) discovering that the Seller is either a Dealer (as defined below) or a representative of a Dealer.
If you pay for an Auction Vehicle and Seller fails to properly convey such Reserved Parking Exclusives Vehicle’s title to you, free and clear of all liens, we encourage you to contact law enforcement authorities. We agree to provide our reasonable assistance to you in connection with such investigation.
Buyer Representations and Warranties
By submitting an offer for a Reserved Parking Exclusives Vehicle, you represent and warrant that you (i) are of legal age to enter into a contract in the jurisdiction where you reside, (ii) that you intent to enter into a purchase transaction with the applicable Seller if you are the Winning Buyer of such Reserved Parking Exclusives Vehicle (iii) that you have the legal right and/or authority to purchase and hold title to the Reserved Parking Exclusives Vehicle, without any consent or notification to or from any third party (other than the motor vehicle commissions or similar governmental agency in the jurisdiction where you reside and in which the Reserved Parking Exclusives Vehicle is registered), and (iv) that you have the means to transport, or to arrange for the transportation of, the Reserved Parking Exclusives Vehicle.
You understand and agree that we are not responsible for any description of the Reserved Parking Exclusives Vehicle, and that we make no representations or express any opinions concerning any Reserved Parking Exclusives Vehicle. We do not examine Reserved Parking Exclusives Vehicles or components or research title documentation or Reserved Parking Exclusives Vehicle provenance, nor do we undertake any duty to any of the foregoing for the benefit of Buyers, Sellers, or any other party. Verification of submitted Reserved Parking Exclusives Listings, as noted in “Listings Process” above, is solely to verify the desire of Sellers to submit their vehicles, and the content, but not the substance or veracity, of such submissions, as provided by the Seller. You represent and warrant that all information you provide to us, whether through the Service, by e-mail, or otherwise, is true, correct, and not materially misleading.
The Company prides itself on being a dealer-free community for collector car enthusiasts. As such, you further represent and warrant that you are not licensed, registered, or otherwise acting in the capacity of an automobile broker or dealer in any jurisdiction of the United States or any of its territories or possessions (a “Dealer”), nor are you a principal, employee, independent contractor, consultant, or other agent of a Dealer.
You agree to defend, indemnify, and hold harmless the Company, its affiliates, licensors, and service providers, and its and their respective officers, directors, managers, members, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any and all claims, liabilities, damages, obligations, judgments, awards, losses, costs, expenses, or fees (including, without limitation, attorneys’ fees, costs of investigation, and costs of enforcement) arising out of or relating to: (i) your violation or breach of any term of this Buyer Agreement, (ii) the inaccuracy or any representation or warranty made by you or on your behalf contained in this Buyer Agreement, (iii) any third-party claim for any negligence, breach of contract, or otherwise arising out of any action or inaction by you in connection with the sale of an Auction Vehicle for which you are the Winning Buyer, “buy it now” Buyer, or came to an alternate agreement with a Seller, regardless of whether such alleged negligence, breach of contract, or other claim is based upon statute, written or oral communication, or is express or implied, and (iv) your violation of any applicable law, regulation, or rights of a third-party.
In the event that you breach any provision of this Buyer Agreement, and/or if you fail for any reason to consummate the sale of the Reserved Parking Exclusives Vehicle for which you are a Winning Buyer, “Cars Still Available Buyer, or otherwise negotiate an alternate deal with a Seller during a Reserved Parking Listing Period, in addition to and not in lieu of all remedies available in equity or at law, we and the applicable Seller shall have the right to:
- Hold you liable for actual damages, including the fees pursuant to the Pricing and Payment Terms and any other amount payable by you; and/or
- Charge and/or retain the maximum amount of fees that may have applied to your purchase of such Reserved Parking Exclusives
In the event of a dispute between you and the applicable Seller, we reserve the right to interplead any claims that may be applicable in connection with any funds or documents held pursuant to this Buyer Agreement.
In the event that either you or a Seller default on a transaction contemplated hereunder, we shall remain entitled to any fees applicable pursuant to the Pricing and Payment Terms.
In the event of a default by a Seller, you release us from all legal liability and agree to look only to the Seller for any recourse arising from said default.