Rules of On-line Auctions (hereinafter the Rules )

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1 Rules of On-line Auctions (hereinafter the Rules ) The provisions of these Rules set out the principles of conducting on-line auctions (hereinafter Auctions ) with a view of selecting the purchaser offering the highest price and principles of concluding sales contracts of Toyota Bielany Cars, which have been returned to Toyota Bielany upon termination of leases or rental contracts, of which they were the subject (hereinafter collectively the Cars or individually Car ). 1 Definitions 1. Auction the procedure of determining car prices leading to the identification of the most advantageous bids, from amongst which the Buyer shall be selected. The Auction hereunder is an auction within the meaning of Article 70 1 et seq. of the Civil Code. 2. Organizer - Toyota Bielany Autoryzowany Dealer Toyoty Motor Poland Sp. z o.o. [Authorized Toyota Motor Dealer Poland] with its seat in Warsaw, ul. Klaudyny 1, Warsaw, entered into the National Court Register [Polish abbr.: KRS ] under KRS no , hereinafter Toyota Bielany. 3. Auction Participants entities (hereinafter Participants ) which have concluded with Toyota Bielany a Framework Agreement Regarding Cooperation in the Sale of Used and Salvage Cars (hereinafter the Framework Agreement ). Entities not party to a Framework Agreement concluded with Toyota Bielany or consumers referred to in Article 22 1 of the Civil Code shall not participate in the Auction. 4. Starting Price - Toyota Bielany is entitled not to provide an opening price. Accordingly, the opening price shall be the price offered by the first of Auction Participants. 5. Buyer an auction participant, who has submitted the most advantageous bid, that is, has offered the highest car purchase price. 6. System an internet tool associated with the Toyota Bielany website, with the purpose of selling cars through the auction. 1

2 2 Participation in the Auction 1. The option of participating in the auction follows from the invitation to the auction sent by to Auction Participants by Toyota Bielany. 2. The invitation, shall, inter alia, contain information regarding the commencement of the auction. 3. Participation in the Auction is free of charge. 4. Participation in the Auction requires logging into the System. The Auction participant shall receive the login and password along with the Framework Agreement. 5. Auction participation is conditional upon acceptance of the provisions of these Rules. Acceptance of the Rules shall take place during each log-on to the system. 3 Object of the Auction 1. The Object of the Auction is Cars, which have been returned to Toyota Bielany upon termination of leases or rental contracts, of which they were the subject owned by Toyota Bielany. 2. The description of Cars which are the object of the Auction shall, at the least, contain its brand, model, version, engine capacity and type of engine, date of first registration, color and mileage. 3. Data regarding the current technical condition and extent of wear and tear of Cars which are the object of the Auction shall be provided to Auction Participants on the Toyota Bielany website upon logging into the System. 4. Data under the above Sub-section (3) shall include photographs of the Cars and expert valuation. A detailed manner of familiarizing oneself with the technical condition and extent of wear and tear of the cars is contained in the Program Operating Instructions (hereinafter the Instructions ), which shall be provided to Auction Participants upon signing the Framework Agreement. The Instructions shall also be available to Auction Participants by upon every request. 5. The photographs, descriptions and valuations published by Toyota Bielany shall be the sole source of information regarding the condition of Cars which are the Object of the Auction. Auction Participants are not entitled to inspect the Cars. 6. Auction Participants are to familiarize themselves with the Car s data, in particular its technical condition and extent of wear and tear of the Car under bidding, and 2

3 participation in the Auction is tantamount to the acceptance of provided data. Toyota Bielany shall not be liable for any conclusions drawn by Auction Participants on the basis of published materials differing from the facts, and therefore, they shall not be a basis of any Auction Participant claims for this reason against Toyota Bielany; in particular they shall not entitle to rescind the contract or to demand a price reduction. 4 Conduct of the Auction 1. The prices offered by Auction Participants are non-classified information for other Auction Participants. 2. The prices quoted during the Auction are net prices. 3. The minimum bidding difference shall be PLN The first and each subsequent bid of a Participant are legally binding and cannot be revoked. 5. In the event more than one bid contains the same offered price, priority shall be decided by the order of submission of bids (details can be found in the Instructions ). 6. The Participant should be careful that bids from his account are not submitted rashly, erroneously or without the awareness of consequences of submitting bids under these Rules and existing laws. 7. Toyota Bielany shall provide no additional information on vehicles which are the object of the Auction over the phone, by or any other manner when the Auction is still in process. 8. Toyota Bielany may withdraw any number of Cars form the Auction without providing reasons. 9. The Auction shall be closed upon expiry of the period for which it was announced. 10. The winning bid of the auction shall be the bid of the highest value, provided it is approved by Toyota Bielany. 11. A bid submitted during the course of the Auction shall cease to be binding where an other Auction Participant has submitted a more advantageous bid, unless Toyota Bielany terminates the Auction or withdraws a particular Car from the Auction before the date of ending the Auction. 3

4 12. The contract shall be concluded as a result of the auction, subject to 5 (1 and 2) of the Rules, upon knock-down, of which Toyota Bielany shall advise the Auction Participant by Auction results shall be forwarded to the auction participant s address no later than within 2 hours upon ending the Auction. The time during which Auction results are available is subject to Toyota Bielany s individual decision and depends on the number of Auctions conducted during a particular month. 5 Purchase of the Car 1. The Car Sales Contract shall be concluded as a result of the auction provided that the Toyota Bielany Customer party to a lease or rental agreement (of which the auctioned Car is the subject) or Customer employee does not exercise the right to purchase the Car in question. 2. Toyota Bielany shall advise the Buyer as to the non-exercise of the buy option by the entities named in the above Sub-section (1) and as to the conclusion of the Car Sales Contract with the Buyer. Toyota Bielany shall, along with the information regarding the non-exercise of the buy option, send the Buyer a copy of a duly issued invoice and termination of third party liability insurance, which the Buyer shall sign and provide to Toyota Bielany within 7 days following the date of receipt. 3. The Buyer shall pay the sales price to the account of Toyota Bielany set out in the invoice within 14 days following the issue of the invoice by Toyota Bielany. 4. The date of payment shall be the date of crediting the bank account of Toyota Bielany. 5. Toyota Bielany reserves title to the car pending payment of the full sales price. 6. Upon payment of the sales price and receipt of the signed termination of third party liability insurance, Toyota Bielany shall provide the Buyer with all Car documents in Toyota Bielany s possession, as well as the original invoice referred to in the above Sub-section (2), the Car sales Contract signed by Toyota Bielany and an acceptance protocol. 7. Where the Buyer fails to pay the sales price on a timely basis, Toyota Bielany may rescind the sales contract within 7 days following the ineffective expiry of the payment deadline. 4

5 8. The Buyer shall send back to Toyota Bielany the Car Sales Contract and acceptance protocol, signed by duly authorized representatives of the Buyer within 7 days following receipt of the aforementioned documents from Toyota Bielany. 9. In the event of an infringement of the obligation set out in the above Sub-section (2) with regard to the termination of third party liability insurance and the above Subsection 8, Toyota Bielany shall be entitled to bar access to the System by the Participant and participation in subsequent Auctions pending the remedy of documentary deficiencies. 6 Release of the Car 1. The Buyer shall pick the Car up from its parking place within 48 hours following the payment date. 2. The Car pick-up shall be confirmed by signing an acceptance protocol by the Buyer. 3. Subject to the below Sub-sections (4) and (5), Toyota Bielany shall bear the parking expenses of the cars. 4. The Buyer shall bear parking expenses in the amount of PLN 10.00, net, for each day of parking, commencing from the eighth day following the date of issuing the sales invoice for a particular car (applicable to used cars) until the day of physical pick-up of the car. 5. Subject to the above Sub-sections (3) and (4), the Buyer shall pick the car up on his own and at his own expense. Any other Car pick-up expenses than those named in the above Sub-section (3), that is any transport expenses, loading expenses, start-up expenses, expenses of necessary fuel, oil and spare parts and expenses of further parking at the Buyer s risk, shall be borne by the Buyer. 7 Miscellaneous 1. Toyota Bielany reserves itself the option of suspending or closing the auction without selecting any bid without providing reasons. 2. Toyota Bielany shall not be liable for any unintended, coincidental or erroneous suspension, termination or earlier closing of an auction. 3. Toyota Bielany reserves itself the right to modify the contents hereof. The Auction Participant shall be advised of such a modification by and additionally upon 5

6 logging into the System. Modifications shall become binding if the Buyer does not provide notice of termination of the Framework Agreement within 14 days following the date of receipt of notice of modifications in the form of an Modifications hereto shall not affect pending auctions at such time. 5. In a situation, where - before providing notice of termination of the Framework Agreement under the above Sub-section (3) or before the expiry of the deadline for providing such notice of termination as provided under the Sub-section in question the Auction Participant accepted the Rules during logging into the System, the Parties recognize that they are bound by the provisions of the modified Rules only with regard to Auctions, for which the Participant had accepted the Rules. 6. Toyota Bielany shall provide no warranty for sold cars. Toyota Bielany hereby disclaims guarantee for the defects of sold Cars, in particular it shall not be liable for the car s hidden defects, and shall not remedy any such deficiencies. 7. Any disputes regarding contracts concluded pursuant to these Rules shall be settled by a court of law with venue for the seat of Toyota Bielany. 8. The existing laws shall be applicable in matters not covered hereunder. 9. Any observations, comments or questions regarding the operation of the System or Instructions may be forwarded to the Toyota Bielany Sales Department of Used Cars during 9:00 17:00 to the following address: [email protected]. 6