Definitions
These definitions relate to the terms and conditions within this document.
Online Auction: An online sale conducted by Skylarc on the Vendor's behalf via competitive online systems.
Reserve Price: The minimum GST inclusive sale price accepted by the Vendor.
Buy Now Price: The fixed GST inclusive amount paid when goods are purchased instantly at a fixed price before auction end.
Fixed Price Offer: The amount the Product will be offered at via Trade Me fixed price offer mechanism.
Buyer: An entity that purchases a Vendor's Product for which Skylarc is acting.
Buyer Claim: A claim made by the Buyer against Skylarc with reference to a good sold by Skylarc on the Vendor's behalf.
Skylarc Charge: The amount payable to Skylarc for sale services including commission and preparation for sale.
Services: Services Skylarc charges for and provides including product listing, estimate sale price valuations, and online auction inventory services.
Products: Property which the Vendor has authorised Skylarc to sell according to these terms.
Vendor: An entity for which Skylarc is acting as agent for sale of Products.
Estimated Sale Price Valuation: A non-binding estimate of value of a Vendor's product sold by Skylarc.
Appointment
Skylarc is appointed by the Vendor to act as agent in all aspects Skylarc sees fit to sell, market and transfer title of the goods without limitation.
Store, inspect, and market the products for sale using the Services.
Request an amount to settle from any entity with a security interest in the Products.
Publish or announce any information relating to the nature of the Vendors and those entities under which the Products are offered for sale including if the Vendor is "in Trade" and the condition of the Products.
Collect funds from the sale of the goods and settle any amount needed to discharge a Security Interest over the Products along with Skylarc charges and transfer the products ownership to the buyer.
And respond to, negotiate, and settle any Buyer Claims the Vendor's agent.
Sale: The sale of Products is an agreement between the Vendor and Buyer. Skylarc only facilitates this agreement.
Buyer Default on Payment: Skylarc is not obliged to take action against a buyer to enforce a purchase agreement between vendor and buyer.
Buyer Enquiries: The Vendor agrees to direct any potential Buyers that may become aware of the goods via Skylarc's marketing to Skylarc and will not sell Products directly to buyers.
Estimated Sale Price Valuations
Accuracy: Estimated sale price valuations are a guide only based on experience and research. Skylarc provides no guarantee of accuracy versus actual sale return.
Liability of Errors: The Vendor takes all responsibility for judging the accuracy of any Estimated Sale Price Valuation given by Skylarc and any decision to use Skylarc's services based on any Skylarc Estimated Sale Price Valuation is the Vendor's alone.
Reserve Price And Manner Of Sale
Reserve and Buy Now Prices: Any reserve or Buy Now price placed on the Products are done so at the Vendor's own judgement with no reliance on statements made by Skylarc's representatives.
Trade Me: Skylarc may list the Vendors Products for sale either through Online Auction or Buy Now through the Trade Me Channel.
If a Reserve Price is specified for any product the Vendor authorises Skylarc to sell the goods at any price exceeding this through Online Auction or fixed Price Offer.
If any Goods fail to sell at Auction: The vendor authorises Skylarc to offer goods to the interested parties via a fixed price mechanism for a period of 24hrs unless agreed otherwise.
Storage And Associated Risks
Risk: Products stored for sale on a Vendor's premises are the Vendors responsibility to insure.
Risk: Products which Skylarc has accepted for sale but are not on Skylarc's premises are at the sole risk of the Vendor.
Risk: Products stored in Skylarc's facilities will be covered by Skylarc's insurance policies to a maximum value of $250,000.
Damage: If Products are damaged or destroyed while on Skylarc's premises then Skylarc will, at its option, repair the damage to the Products or pay to the Vendor any loss in value which is directly attributable to the damage. Skylarc will not be liable in any case for any consequential loss or loss of profit suffered by the Vendor which results from damage to the Products.
Announcements At Sale
In Trade Status Message: Skylarc shall at the time of sale display the Vendors In Trade status message on the sale medium.
Vendor In Trade Status Declaration: The Vendor is required to declare their In Trade status, failure to do so may result in withdrawal of goods from sale.
Vendor Bidding: No Vendor or their agents or employees will bid on any good offered on their behalf by Skylarc.
Fees
Goods accepted for sale via any of Skylarc's Services will be subject to fees agreed by all parties.
Other Services: Skylarc may vary out additional services separately if the Vendor and terms yet under Services. Fee Schedule and any other unnamed service agreed to by the Vendor.
Third Party Charges Sold Products: Where Skylarc has commissioned third party services including but not limited to transportation, marketing or preparation of products the Vendor agrees to these being recovered on the proceeds of sale unless the Products are not sold.
Third Party Charges Unsold Product: If Skylarc has incurred costs for any Product belonging to the Vendor for third party services including but not limited to transportation, marketing or preparation of Products where the goods for whatever reason are unable to be sold, the Vendor agrees to pay these costs.
Withdrawal from Sale: Where goods are withdrawn without sale, all costs incurred by Skylarc must be covered before collection of the Products.
Commission: The commission payable by the Vendor to Skylarc will be charged at the commission rate offered in the proposal irrespective of any GST included in the hammer price. The Vendor will in addition be liable to said commission pay the GST on the said commission. Skylarc's commission and GST thereon is payable immediately on delivery to the Vendor of Skylarc's vendor invoice.
Vendor Covenants And Warranties
Product Warranties: The Vendor represents and warrants to Skylarc that:
The Vendor has legal authority to sell the goods;
Any Security Interests in the goods have been cleared and the goods will not be seized legally by any entity;
Any information known by the Vendor relevant to the condition or fitness for use of any Product has been disclosed;
And any legal or regulatory charges are up to date at the time of Skylarc's sale, e.g. Road User Charges.
Sale Proceeds
Deductions: The Vendor authorises and directs Skylarc to pay the proceeds of the sale in the following order:
Any unpaid securities owing on the Products;
Skylarc's fees and any third party charges;
Any outstanding fees owed to other parties which Skylarc are legally required to pay, e.g. Road User Charges;
Any Buyer Claims deemed legitimate by Skylarc in consultation with the Vendor as per the Buyer Claims Clause;
And the balance will be paid to the Vendor or as the Vendor directs in writing.
Payment Of Proceeds
Payment: Skylarc will pay net proceeds to the Vendor with a full breakdown of costs within 10 days of the receipt of Buyer payment for the Vendor's Products. Where the Vendor is In Trade as per section 362(1) of the Fair Trading Act 1986 payment will be excluded of products with outstanding Buyer Claims.
Buyer Claims Clause: Skylarc will notify the Vendor of all Buyer Claims as soon as possible and will endeavour to involve the Vendor in any resolution where the Vendor inputs. Skylarc claims absolutely it remedy these claims the same as its discretion.
Skylarc may withhold payments in line with legislation until Skylarc reasonably considers no further deductions are due.
Indemnity And Exclusion Of Liability
General Indemnity: The Vendor shall at all times hold Skylarc harmless and indemnify Skylarc in respect of all payments made by Skylarc, damages or penalties imposed on Skylarc and costs incurred by Skylarc in relation to any Buyer Claim and that claim is any proven in relation to the services provided under these terms or the sale of any Goods, whether Skylarc is legally liable or not, and includes a breach by any person of the Consumer Guarantees Act 1993, Fair Trading Act 1986, any applicable consumer law or standard, the Motor Vehicle Sales Act 2003 or any other law or regulation whatsoever, and any liability of Vendor to provide correct information to Skylarc, and in relation to the sale of a vehicle, includes any breach of the warranties and any statutory warranties, conditions or guarantees by any person.
Buyer Acts: Skylarc will not be held responsible for any lack of completion by a Buyer.
Exclusion of Liability: Skylarc will have no liability to the vendor for any consequential losses relating to unsold Products, marketing of Product by Skylarc or any buyer claim.
Skylarc's maximum liability to the vendor in any circumstance is limited to the amount paid for Skylarc's services.
Termination
Skylarc may in its absolute discretion terminate this agreement immediately at any time, on any breach of good faith. On termination, subject to the Vendor paying all amounts due to Skylarc, Skylarc shall make the Goods available for collection by the Vendor at the Vendor's cost.
Entire Agreement: This agreement constitutes the entire agreement between the parties.
