Selling at a Copart Auction
Terms and Conditions
Terms and Conditions
1.DEFINITIONS AND INTERPRETATION
1.1 In this Agreement, unless the context otherwise requires, the following terms have the following meanings:
“Agreement” means the attached Contract Particulars and these Terms and Conditions, together with any attachments or documents referred therein;
“Commencement Date” means the commencement date specified in the Contract Particulars;
“Contract Particulars” means the document headed “Vehicle Remarketing Agreement Contract Particulars”;
“Copart” means Copart Vehicle Auctions Ireland Limited, registered in Ireland with company number 529121, and whose registered address is at Big Bog, Castledermot, Co Kildare, Ireland.
“Data Controller” shall mean the Seller.
“Data Processor” shall mean Copart Ireland.
“Data Protection Legislation” means General Data Protection Regulation (EU) 2016/679, the Data Protection Act 2018 and any applicable associated or supplementary data protection laws, regulations, codes of practice or guidance, as updated, amended or replaced from time to time;
“Data Subject” shall mean those categories of individuals set out in clause 5.2.2e below.
“Existing Sub-Processors” those entities already used by Copart to process Personal Data prior to the Commencement Date.
“Fees” means the fees payable by the Seller to Copart in consideration of the provision of the Services.
“Personal Data” shall have the meaning set out in the Data Protection Legislation.
“Processing” shall have the meaning given to it in the Data Protection Legislation and “Process” and “Processed” shall be interpreted accordingly.
“Product” means the particular service offering applicable to the Seller, as set out in the Contract Particulars.
“Product Fee Schedule” means the schedule attached to this Agreement detailing the Services and the Fees applicable upon the Commencement Date.
“Seller” shall have the meaning given in the Contract Particulars.
“Services” means the specific services available under the Product including the collection, management, storage and disposal (by sale or return to owner) of vehicles.
“Sub-Processor” a person or entity with whom the Data Processor enters into or intends to enter into a contract with on, or at any time after, the Commencement Date to process Personal Data in accordance with the Data Processor’s obligations under or in connection with this Agreement;
“Terms and Conditions” means these Trade Vehicle Seller Agreement Terms and Conditions as may be amended from time to time; and
“Vehicle” means any motor vehicle that the Seller requests Copart provides the Services in respect of.
1.2 In the case of conflict, inconsistency or ambiguity between any provision contained in these Terms and Conditions and the Contract Particulars, the former shall take precedence.
1.3 The words “include”, “includes”, “including” and “included” shall be construed without limitation and shall not limit the generality of any preceding words.
2. APPOINTMENT, SCOPE & DURATION
2.1 The Seller appoints Copart as its sole agent to provide the Services within Ireland in accordance with the provisions of this Agreement and Copart accepts the appointment on those terms.
2.2 The Seller shall not, during the duration of this Agreement, appoint any other person, firm or company as its agent, distributor or franchisee for the provision of the Services or itself sell any Vehicles it consigns to Copart, and which Copart has agreed to provide the Services in respect of, pursuant to this Agreement. For the avoidance of doubt, nothing in this Agreement shall oblige Copart to accept the consignment of, or provide the Services in respect of, any Vehicle.
2.3 Any sale whether concluded as a Buy It Now, Pure Sale or a Minimum Price Sale (each defined below) shall be between the Seller as the seller, and the maker of the accepted offer to purchase as the buyer (the "Buyer"). Save as expressly set out in this Agreement the Seller will have no legal right of action against Copart in respect of any cause of action howsoever arising out of or in connection with the sale of the Vehicle(s).
2.4 You authorize Copart to accept verbal authorization from you or your authorised representative to accept a bid and sell the vehicle for an offer lower than the Minimum Price (defined below) at our
2.5 This Agreement shall be deemed to have commenced on the Commencement Date and shall remain in force until terminated by either party by giving notice in writing to the other party.
3. THE SERVICES
3.1 Copart shall manage offers to purchase made by potential buyers and either (a) accept the amount offered as a “buy it now” (“Buy It Now”) or (b) accept the highest offer in a sale without a reserve (a “Pure Sale”) or (c) where the Seller has set a reserve price (a “Minimum Price”), to accept the highest offer over the Minimum Price ("Minimum Price Sale").
3.2 The Seller may not bid on its own Vehicle in Copart's
3.3 Copart reserves the right to refuse to offer for sale any Vehicle in its absolute discretion. Copart also reserves the right to cancel any concluded agreement of sale for any reason whatsoever, including any misrepresentation made by the Seller in respect of the Vehicle or the Seller omitting to disclose any relevant (in Copart’s sole discretion) information to Copart in respect of the history or condition of the Vehicle where Copart agrees to offer a Vehicle for sale, the Seller shall act as sole point of contact in respect of the consignment and/or sale of such Vehicle, unless Copart agrees otherwise in writing.
3.4 Copart will provide the Services (a) diligently and efficiently, (b) using reasonable skill and care in compliance with all relevant legislation, and (c) by employees possessing the appropriate skills and experience.
3.5 In providing the Services Copart will rely upon any instructions and information provided by the Seller when it consigns each Vehicle to Copart. Each consigned Vehicle will be listed as a Pure Sale unless the Seller requests in writing that it wishes the Vehicle to be listed as a Minimum Price Sale.
3.6 Vehicles consigned to Copart under this Agreement will be stored free of charge until the close of business on the second day following a Vehicle’s second failed or uncompleted sale. If such Vehicle remains on Copart’s property thereafter it will accrue storage charges at a rate shown in the Trade Sales Fee schedule per day or part day thereafter until it leaves Copart’s premises. If the Seller collects such a Vehicle from Copart’s premises no release fee will be levied. Vehicle returns carried out by Copart will be charged a set figure per Vehicle if the return location is within 96 kilometers of the relevant Copart Ireland facility at which the Vehicle is stored; charges for returns over 96 kms are available on request and will vary by distance. Every subsequent running over the agreed number of reruns will incur a rerun fee per Vehicle in accordance with the Trade Sales Fee Schedule. The Seller will be liable to pay any storage charges, rerun fees and/or collection/delivery charges incurred by the Seller in accordance with clause 4.3.
3.7 If the Seller consigns a Vehicle to Copart under this Agreement but that Vehicle is unavailable or inaccessible when Copart arrives to collect it, the Seller shall be liable for a failed collection charge of €75 (at Copart's sole option).
3.8 It is the Seller’s responsibility to remove, at its own cost, all personal items from the Vehicle which have been left in a Vehicle when that Vehicle comes into Copart’s possession. Ownership of any personal items in the Vehicle at the time of sale will duly pass to the Buyer on completion of the sale. The Seller warrants that Copart has authority to include any such items in the sale of a Vehicle
4. PRODUCTS, FEES AND PAYMENTS
4.1 In consideration of Copart’s provision of the Services, the Seller will pay Copart the Fees.
4.2 The Services and Fees applicable on the Commencement Date are set in the Product Fee Schedule. Copart reserves the right to amend the Services and/or Fees at any time without notice. The current Services and Fees applicable to the Product will always be displayed on our website, accessible via the URL provided in the Product Fee Schedule. It is the Seller’s responsibility to ascertain the Services and/or Fees applicable at the material time. Notwithstanding the foregoing, Copart may, but is not obliged to, provide the Seller with notice that an amendment has been/is being made to the Services and/or Fees. Any such notice shall be provided by email.
4.3 Copart shall remit any Vehicle sale proceeds to the Seller (less any applicable Fees) (“Net Proceeds”) no later than 7 working days after the date on which full payment has been received by Copart in cleared funds from the Buyer. Where the Vehicle sale proceeds are insufficient to cover the applicable Fees (or any part thereof) or no Vehicle sale proceeds are received, Copart shall invoice the Seller for any applicable Fees (or part thereof) not extinguished by sale proceeds and the Seller shall pay such invoices within 30 days of their date of issue. Notwithstanding anything to the contrary, Copart may withhold Net Proceeds pending satisfactory resolution (in Copart’s sole discretion) of any query, issue or complaint raised by a Buyer.
4.4 In the event that the Seller fails to pay any Fees due to Copart, the Seller shall on demand pay all such Fees and costs to Copart, as well as all legal costs (on an indemnity basis) incurred by Copart in enforcing the Seller's payment obligations.
4.5 The Seller hereby grants Copart authority to sell any Vehicles owned by the Seller which are located at any Copart facility and to deduct from the proceeds of such sale or sales to reimburse Copart for any Fees, including but not limited to unpaid Fees, charges, liabilities, fines or losses incurred by Copart as a result of the Seller’s breach of this Agreement. Any surplus remaining after such deductions shall be remitted to the Seller within 30 days of the sale of the final Vehicles being the subject of this clause.
5. CONFIDENTIALITY
5.1 Confidentiality
5.2 Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 5.3.
5.3 Either party may disclose the other's confidential information
(a) to its employees, officers, representatives or advisers who need to know such information for the purposes of carrying out the other party's obligations under this Agreement. Each party shall ensure that its employees, officers and representatives or advisers to whom it discloses confidential information comply with this clause 5;
(b) if the disclosure of the other party’s confidential information is agreed by the other party in advance and in writing; or
(c) as may be required by law, a court of competent jurisdiction or any regulatory, governmental or administrative authority with jurisdiction over either party.
6. DATA PROTECTION
6.1 The parties warrant and represent that they shall comply with the Data Protection Legislation and this clause 6.
6.2 In performance of its obligations under this Agreement, the Data Processor shall only process the type(s) of Personal Data, and only in respect of the categories of data subjects and types of Processing as follows;
(a) Subject matter of Processing – Processing of Personal Data for the purpose of this Agreement;
(b) Duration of Processing – the Processing shall take place during the term of this Agreement;
(c) Nature and purpose of Processing – Personal Data shall be Processed on the following grounds: (1) contractual necessity (2) Processing is necessary for the performance of the contract to which the Data Subject is party (3) consent – the data subject has given consent for the Processing and (4) legitimate interests-to sell and/or dispose of the Vehicles on the owner’s behalf;
(d) Type of Personal Data Processed – Personal Data, including but not limited to: name, address, email address, telephone number, vehicle registration number and vehicle identification number; and
(e) Categories of Data Subject – any individual who: is the Seller, is a customer of the Seller; was/is the owner of a Vehicle; or is an employee of the Seller;
(f) Obligations of the Data Controller – the Data Controller shall own all rights, title and interest in and to all of the Personal Data of the Data Subjects Processed by the Data Processor in relation to this Agreement and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Data.
6.3 In Processing Personal Data, the Data Processor shall;
(a) Process such Personal Data only in accordance with the Data Controller’s written instructions (including with regard to transfers of Personal Data to a third country or an international organization), unless the Data Processor is required by law to act without such instructions;
(b) Ensure that all persons authorized by the Data Processor to Process the Personal Data have committed themselves to confidentiality or are under appropriate statutory obligations of confidentiality;
(c) Take appropriate measures to ensure the security of Processing;
(d) Have in place and maintain appropriate technical and organizational measures to assist the Data Controller in meeting its obligations under the Data Protection Legislation to enable a Data Subject to exercise its rights;
(e) Assist the Data Controller in meeting its obligations under the Data Protection Legislation in relation to the security of processing, the notification of Personal Data breaches and data protection impact assessments;
(f) Upon termination of this Agreement, either (at the Data Controller’s option) delete or return to the Data Controller all Personal Data Processed on behalf of the Data Controller, save for where the Data Processor is required to retain any Personal Data by law;
(g) Submit to audits and inspections relating to the Processing of Personal Data under this Agreement carried out by or on behalf of the Data Controller;
(h) Provide the Data Controller with all information necessary to demonstrate both the Data Controller and Data Processor have met their obligations relating to the use of a Processor; and
(i) Inform the Data Controller immediately if the Data Processor thinks it has been given an instruction that, if carried out, would infringe the Data Protection Legislation or other data protection law of the EU or a member state.
6.4 Save for the Existing Sub-Processors, the Data Processor shall not engage a Sub-Processor without the prior specific or general written authorization of the Data Controller. In case of general written authorization, which the Data Controller hereby provides in respect of (1) any company within the Copart group of companies and (2) any agent engaged by the Data Processor to carry out, assist in carrying out, or enable the Data Processor to carry out the Services (or any part thereof), the Data Processor shall notify the Data Controller of any intended changes concerning the addition or replacement of other processors, and give the Data Controller opportunity to object to such changes.
6.5 After receiving the prior specific or general written authorization of the Data Controller and prior to transferring any Personal Data to a Sub-Processor, the Data Processor shall enter into a written agreement with that Sub-Processor on terms no less onerous than those set out in this clause.
6.6 The Data Processor shall remain responsible and liable under this Agreement for Personal Data which is transferred to a Sub-Processor, and for the compliance of the Sub-Processor with its obligations under the written agreement described in 6.5.
6.7 The Data Processor shall not Process Personal Data, or transfer Personal Data, outside of the EEA without the express prior written consent of the Data Controller.
6.8 Notwithstanding anything to the contrary herein, the Data Controller hereby expressly consents to the transfer of Personal Data by the Data Processor to (1) its parent company (Copart Inc) located in the United States of America for both storage purposes and for processing by Copart Inc in order to comply with any applicable legal or regulatory obligation including but not limited to stock market, financial or other regulation, to which the Data Processor or Copart Inc or any subsidiary of Copart Inc may be subject, (2) Copart Inc and its subsidiaries that may need access to such Personal Data for management and development of Copart systems and (3) to the agents of the Data Processor located outside of the EEA where such agents are required to carry out, or enable the Data Processor to carry out the Services or part thereof.
7. SELLER’S WARRANTIES, INDEMNITY AND GRANT OF AUTHORITY
7.1 In respect of each vehicle consigned to Copart under this Agreement, the Seller warrants to Copart that:
7.2 It has good title to sell all Vehicles and all Vehicles are fully insured and free from any third-party interest;
7.3 Notwithstanding clause 7.2 above and solely where Copart has expressly agreed to accept the assignment of a Vehicle on which there is outstanding finance, the Seller has the right pursuant to the finance agreement to dispose of the Vehicle (albeit subject to having an obligation to settle any outstanding finance after receiving the sale proceeds in respect of such vehicle) and that all outstanding finance shall be paid in full and any finance marker registered against the Vehicle shall be removed, no later than 2 (two) calendar days from the date Copart pays the Net Proceeds to the Seller;
7.4 It shall, at the time of consignment, fully declare all information relating to the condition and history of such Vehicles which may affect their value, desirability or roadworthiness (including details of any (1) third party interests, (2) previous accident damage/repairs and (3) salvage category(ies) applied/to be applied to the Vehicle in respect of the Vehicle’s condition upon/prior to the Vehicle coming into Copart’s possession) and that all information provided in respect of such Vehicles will be true, correct and complete;
7.5 It shall provide Copart with all relevant documentation in respect of a Vehicle (including where applicable valid Vehicle Licensing Certificate, service booklet and NCT certificates);
7.6 No vehicle identification numbers or other identification marks have been tampered with, replaced, altered or otherwise interfered with in respect of the Vehicle;
7.7 The Vehicle’s odometer reading is true and accurate and has not been tampered with; and
7.8 Where the Seller provides Personal Data to Copart, the Seller has or has obtained the legal right to provide such Personal Data to Copart and for Copart to process the same in order to provide the Services.
7.9 The Seller shall at all times throughout the lifetime of this Agreement and for 6 years thereafter indemnify Copart and keep Copart fully indemnified against all direct, indirect or reasonably foreseeable costs, claims, demands, expenses, proceedings and any losses suffered by Copart as a result of the breach of any warranties set out in this Agreement.
7.10 The Seller authorizes Copart, as its agent, to sell on its behalf, Vehicles consigned by the Seller to Copart, and to apply to the advertisement of such Vehicles one or more appropriate damage codes and/or salvage categories based on Copart’s inspection of the Vehicle’s exterior condition and the information the Seller supplies about such Vehicles.
7.11The Seller acknowledges and agrees that:
(a) Copart acts as the Seller’s sole agent in respect of any Vehicles consigned to Copart by the Seller and such Vehicles will be offered for sale through Copart’s auction on behalf of the Seller. Copart will not be a party to the contract for sale and purchase of such Vehicles and will solely facilitate the conclusion of such contract for sale and purchase between the Seller and the Buyer. As such, the Seller acknowledges and agrees that, as the party entering into the contract for sale it shall be liable to the Buyer in respect of the sale of the Vehicle and the Seller acknowledges that Copart may share the Seller’s personal details with the Buyer in accordance with Copart’s Privacy Policy. The Seller agrees that it shall take ownership of and have responsibility for addressing and resolving any queries, complaints and/or disputes raised by the Buyer of the Vehicle arising from the contracts for the sale and purchase of such Vehicles, including but not limited to any complaints arising from the Seller’s (1) failure to disclose information relating to the condition and history of a Vehicle which may affect its value of roadworthiness, (2) provision of incomplete, inaccurate or misleading information or (3) failure to remove any or all Personal Data from the Vehicle. Notwithstanding this, Copart may, in its sole discretion, handle or resolve any dispute on behalf of the Seller and the Seller will indemnify Copart in respect of any losses suffered by Copart in doing so;
(b) It will notify Copart immediately in the event that any of the information provided in the Contract Particulars changes;
(c) In the event that the Seller fails to delete/remove all Personal Data from a Vehicle prior to it being consigned to Copart for sale, the Seller authorizes Copart, as its agent, to sell the Vehicle on its behalf with the Personal Data in situ. For the avoidance of doubt “Personal Data” shall include: names, addresses, telephone numbers/email addresses, bank details and photographs contained in/on any paperwork, livery, satellite navigation/telephone systems or other electronic system; and
(d) It will, if required, purchase the Vehicle back from the Buyer and pay all fees and costs incurred by the Buyer.
8. EXCLUSION & LIMITATION OF LIABILITY
8.1 Except as set out in this Agreement, Copart excludes any other warranties, conditions and terms, whether statutory, implied or otherwise. Further, this Agreement sets out the entire financial liability of Copart (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Seller in respect of
(a) any breach of this Agreement;
(b) any use made by the Seller of the Services or any part of them; and
(c) any representation, statement or tortious act or omission (including negligence) arising under or in connection with this Agreement.
8.2 Nothing in this Agreement excludes the liability of either party to the other party for
(a) death or personal injury caused by the first party’s negligence;
(b) the first party’s fraud or fraudulent misrepresentation; or
(c) breach of the terms implied by section s of the Supply of Goods and Services Act 1982 (title and quiet possession).
8.3 Subject to clause 8.2:
(a) Copart shall under no circumstances whatsoever be liable to the Seller, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for loss of or damage caused to the Seller’s vehicle other than that caused directly and solely as a result of Copart’s proven negligence; any pure economic loss; loss of profit; any indirect or consequential loss; any professional fees, charges or fines or penalties arising under or in connection with the Agreement; and
(b) Copart's total liability to the Seller in respect of all other losses arising under or in connection with the Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed €10,000 for each claim or series of connected claims.
9 CONSEQUENCES OF TERMINATION
9.1 On termination of the Agreement:
(a) the Seller shall immediately pay to Copart all outstanding amounts due to Copart (if applicable) and, in respect of Services supplied by Copart but for which no invoice has been submitted, Copart may submit an invoice, which shall be payable immediately on receipt;
(b) Copart shall return at the Seller's expense all Vehicles in the possession of Copart which have yet to be sold, or otherwise dispose of the same as the Seller may instruct;
(c) Copart shall cease to promote, market, advertise or sell the Seller's vehicles; and
(d) the following clauses shall continue in force: clause 5 (Confidentiality), clause 6(Data Protection), clause 7 (Seller's indemnity) and clause 8 (Exclusion & Limitation of Liability) and clause 11.10 (Governing law and jurisdiction).
10. ANTI BRIBERY
10.1 The Seller shall:
(a) comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 (the “Relevant Requirements”);
(b) not engage in any activity, practice or conduct which would constitute an offence under the Relevant Requirements;
(c) save where the Seller is an individual, have and shall maintain in place throughout the term of the Agreement its own policies and procedures, including adequate procedures to ensure compliance with the Relevant Requirements and will enforce them where appropriate;
(d) promptly report to Copart any request or demand for any undue financial or other advantage of any kind received by the Seller in connection with the performance of the Agreement;
11. MISCELLANEOUS
11.1 The Seller may not assign, deal with or otherwise dispose of any rights under this Agreement without Copart's prior written consent, such consent not to be unreasonably withheld. Copart may sub-contract its obligations under this Agreement but shall always remain liable for performance of its obligations under this Contract as though acting as principal.
11.2 All sums stated as payable under this Agreement are exclusive of Value Added Tax or other applicable sales tax which, where payable, shall be added to the sum in question at the prevailing rate.
11.3 Notwithstanding any other rights or remedies Copart may have, in the event that any sums are owed to Copart by the Seller (whether in connection with this Agreement or otherwise), the Seller agrees that Copart may, in its sole discretion;
(a) Keep possession of any Vehicles consigned by the Seller to Copart pending payment of any sums due to Copart from the Seller and the Seller acknowledges and accepts that Copart may have a lien (whether contractual, general or specific) over such Vehicles for this purpose;
(b) Deduct such sums owing to it by the Seller from any monies that Copart receives from or holds on behalf of the Seller (whether in connection with this Agreement or otherwise); or
(c) Sell any vehicles owned by the Seller which are located at any Copart facility (whether in connection with this Agreement or otherwise) and deduct from the proceeds of such sale or sales any sums owed provided that any surplus remaining after such deductions shall be remitted to the Seller. The Seller hereby irrevocably grants Copart a power of attorney to execute, on behalf of the Seller, any documents necessary to give effect to the sale of vehicles envisaged under this clause 11.3.c
11.4 If any provision of this Agreement is found to be illegal or unenforceable, the remaining provisions shall remain in full force and effect and the illegal or unenforceable provision shall be construed in a manner that gives effect to as much of the relevant provision as is permissible in the circumstances.
11.5 Neither party shall be in breach of the Agreement nor liable for delay in performing, or failure to perform, any of its obligations under the Agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations.
11.6 Any notice required to be given in connection with this Agreement must be given in writing and may be delivered by hand or sent by first class pre-paid post to Copart’s registered office in Big Bog, Castledermot, Co Kildare. Any notice will be deemed to have been received by Copart: if delivered by hand, at the time of delivery or, if sent by first class post, 2 working days after being posted. Any notice required to be given by Copart to the Seller in connection with this Agreement will be sent via email to the Seller using the email address provided by the Seller in the Agreement Particulars (as may be updated by the Seller from time to time) and shall be deemed served at the time of transmission.
11.7 No failure or delay by a party in exercising any right under this Agreement will operate as a waiver of that right.
11.8 This Agreement contains the entire agreement between the parties and supersedes all other agreements whether written or oral between the parties relating to the provision of the services contemplated by this Agreement and any such prior agreements are cancelled as at the Commencement Date (but without prejudice to any rights which have already accrued to either party). The Seller acknowledges that it is not entering into this Agreement in reliance on any representation not expressly set out in this Agreement. This Agreement may be modified by Copart upon 14 days prior written notice to the Seller.
11.9 The parties do not intend that any provisions of this Agreement should be enforceable by any person who is not party to this Agreement.
11.10 The laws of Ireland shall govern this Agreement and any non-contractual obligations arising from it. The parties irrevocably submit to the exclusive jurisdiction of the Irish Courts.