ONLANE INC.
Standard Membership Agreement
THIS STANDARD MEMBERSHIP AGREEMENT (THE “AGREEMENT”) CONTAINS THE TERMS BY WHICH ONLANE, INC. (“ONLANE”) PROVIDES MEMBERS ACCESS TO ONLANE’S U.S. MARKETPLACE ON ITS BIDDING PLATFORM AT ONLANE.COM (THE “ONLANE M ARKETPLACE”) AND ALL RELATED AND SUCCESSOR WEBSITES AND THE SERVICES (AS DEFINED BELOW) AVAILABLE THROUGH THE SITE. IF YOU SIGN THE MEMBERSHIP APPLICATION, YOU (I) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD THIS AGREEMENT, (II) ACCEPT AND AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT, AND (III) ACKNOWLEDGE THAT THEAGREEMENT HAS THE SAME FORCE AND EFFECT AS A SIGNEDAGREEMENT IF YOU SIGN THE MEMBERSHIP APPLICATION. Preamble Onlane operates a wholesale vehicle remarketing program, with related systems and services, providing a venue for the online sale and auction of motor vehicles (the “Onlane Marketplace”), between licensed automotive dealers (“Buyers”) and consignors (“Sellers”). This Agreement provides the terms and conditions under which Buyer shall use the Onlane Marketplace. By signing the Membership Application, Buyer becomes a “Member” and agrees to be bound by all terms and conditions of this Agreement and any Annex hereto, as amended from time to time, and posted on the Onlane Marketplace. Certain capitalized terms used in this Agreement are defined in Annex A, and are incorporated hereto. Section 1: Onlane Membership Terms 1.1 Nature of Membership. Onlane has no duty or obligation to accept an applicant as a member to the Onlane Marketplace and may terminate any membership at any time and without notice. 1.2 Location of Transactions. Onlane operates the Onlane Marketplace from Toronto, Ontario, and all sales transactions (“Transactions”) between Members and Sellers are executed through Onlane in Ontario, Canada, although some ancillary services, such as preparing vehicles for sale, may take place in other states or provinces. All Purchase Bids and Purchase Orders (as defined in Annex A ) are made in Ontario, when they are received by Onlane’s computer network server located in Toronto, Ontario. All Agreements of Purchase and Sale are made in Ontario, where they will be signed by Onlane on behalf of the parties. 1.3 Agency; Purchase/Sale Agreements. Member understands and acknowledges that Onlane will be acting as agent for both Seller and Member in concluding Agreements of Purchase and Sale, and by signing the Membership Application, Member agrees that Onlane is authorized to do so. The agency relationship between Onlane and Member and Onlane and Seller shall be ministerial only; no fiduciary relationship shall be created. Member agrees that every Agreement of Purchase and Sale will be deemed to incorporate all of the terms and conditions of this Agreement, including all of the representations and warranties referred to in Section 2.1 and the covenants in Section 2.2. Onlane shall act as an agent only insofar as necessary to carry out the explicit instructions of Seller and Member. Onlane’s agency does not extend to exercising discretion as to pricing or the acceptance of bids. Member agrees that where Onlane is signing as Member’s agent, the document may be signed by any officer of Onlane. Where Onlane acts on behalf of Seller, Onlane relies on Seller’s statements as to the condition of, and any facts concerning, vehicles for sale by Seller. Onlane’s use of fixed price charges, or set fee schedules, for storage, transportation and repair/reconditioning shall not change Onlane’s status as an agent for Member with respect to obtaining such services. 1.4 Member Identification. Transactions through the Onlane Marketplace may be conducted only by authorized users who are assigned a user identification code and a private password by Onlane. Member agrees that it is responsible for all transactions carried out by anyone using one of Member’s user identification codes. Member is responsible for preserving the confidentiality of Member’s password and will promptly give written notice to Onlane in the event of any unauthorized use of Member’s account.
Onlane shall not be responsible for any misuse or unauthorized use of a Member’s account. Onlane will make a reasonable effort to suspend access to the Onlane Marketplace through a particular password, or change Member’s access password, upon notification by Member that the particular password has been stolen, lost or otherwise compromised. Member must immediately notify Onlane of any known or suspected unauthorized use of Member’s password and/or any known or suspected breach of security, including without limitation loss, theft and/or unauthorized disclosure of Member’s password. 1.5 Electronic Signature. Member acknowledges that Onlane may, but is not required to, use an electronic signature (in accordance with Ontario’s Electronic Commerce Act, 2000, S.O. 2000, c. 17) for the purpose of signing Agreements of Purchase and Sale. 1.6 Removal of Vehicles from Marketplace. Onlane has the right, in its absolute discretion, to remove any vehicle from the Onlane Marketplace at any time, including during any bidding process. Section 2: Representations and Warranties; Covenants 2.1 Member Representations and Warranties. Member makes the following representations and warranties: (a) it has full legal authority to purchase vehicles on the Onlane Marketplace; and (b) it is a licensed motor vehicle dealer in the jurisdiction in which it does business. 2.2 Member Covenants. Member covenants as follows: (a) Member shall deliver the Purchase Price to Onlane by the Due Date, as defined in Annex A, for each vehicle purchased on the Onlane Marketplace, in accordance with the payment terms approved by Onlane for Member; (b) Member shall purchase all vehicles for resale purposes only, and shall take all reasonable measures to resell vehicles purchased on the Onlane Marketplace; (c) Member shall conduct a thorough inspection of each vehicle within a reasonable time after the vehicle is received at Member’s premises;
(d) Member shall pay all taxes and duties of any kind imposed with respect to the sale of any vehicle; and (e) Member shall obtain and provide Onlane with any certificate of exemption or similar document required to exempt any sale from tax liability, which Onlane shall accept at its discretion. 2.3 Seller Representations and Warranties. There are no representations or warranties of any kind provided by Seller, except for those provided in accordance with this Agreement, and all other warranties or conditions, including any warranty of merchantability or fitness for a particular purpose, and those provided by statute or at common law, are expressly excluded. Agreements of Purchase and Sale shall contain any other terms and conditions of Seller. Section 3: Risk of Loss 3.1 Passage of Risk. All risk of loss or damage to the vehicle passes from Seller to Member at the earlier of when the vehicle is picked up at the location for delivery to Member, or the Due Date, as defined in Annex A. Onlane assumes that Member shall undertake the inspection described in Section 2.2(c) and Member is assumed to have any and all knowledge as if Member had conducted such inspection. Section 4: Remedies 4.1 Remedies of Member. Member’s remedies arising from any Transaction shall be limited solely to those provided for under this Agreement. Section 5: Limitations of Liability; Indemnities 5.1 No Warranties. ONLANE’S SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND ONLANE MAKES NO WARRANTY, EXPRESS OR IMPLIED. ALL WARRANTIES AND CONDITIONS, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR TITLE, AND THOSE ARISING BY STATUTE OR AT
COMMON LAW, ARE EXPRESSLY EXCLUDED. Nothing in this Agreement shall be deemed to guarantee or warrant continuous, timely, secure, or error free operation of the Onlane Marketplace. Onlane does not warrant the results that may be obtained from the use of the service or the accuracy or reliability of any information obtained through its services. As Onlane is only a conduit for Sellers to sell vehicles, Onlane shall have no responsibility for the quality of vehicles or Sellers’ failure to meet any representations or warranties. 5.2 Liabilities. Where Onlane acts as agent for Member, Onlane shall have no personal liability. Onlane is not liable for any defaults or misrepresentations by any Member or Seller and is not liable for any act or omission of any third party service provider. While Onlane will make reasonable efforts to assure that the Onlane Marketplace will be available for use as advertised, Member acknowledges that the provision of services in connection with this Agreement is contingent upon certain forces beyond the reasonable control of Onlane. It is possible that there will be interruptions of service for which Onlane will not be responsible nor have any liability resulting from any failure to perform. Member acknowledges and agrees that the Onlane Marketplace may be temporarily limited, interrupted or curtailed for many reasons, including without limitation, limitations of either Member’s or Onlane’s equipment software, network traffic or other technical glitches or malfunctions , system capacity limitations imposed on or experienced by the underlying communications carriers, governmental action, acts of God or other reasons beyond Onlane’s control, equipment or systems failures or modifications, upgrades, maintenance, repairs or similar activities required or appropriate for the delivery or improvement of the Onlane Marketplace. 5.3 Damage or Loss. Onlane assumes no responsibility for damage to or loss of any vehicle or item in its possession unless caused by its own gross negligence. For greater certainty, Onlane shall not be considered to be in control or possession of any goods or vehicles which are in the possession of third party service providers retained by Onlane. Onlane is not responsible for failure to execute a bid or for errors relating to the execution of a bid. 5.4 Limitations on Damages. Onlane shall not, under any circumstances, be liable for any consequential, special, indirect, exemplary or incidental damages, including, without limitation, lost profits, lost data, the cost of procuring replacement services, or any other damages relating in any way to this Agreement. Any and all liabilities of Onlane to Member arising out of or in connection with, and/or alleged to arise out of or in connection with, this Agreement, the sale of any vehicles through or in connection with the Onlane Marketplace, and/or any breach or alleged breach of any obligations in connection therewith, are hereby limited so that they shall not exceed cumulatively, the amount of Buy Fees (as defined in Annex A paid by such Member to Onlane for the ) calendar month immediately preceding any claim. Member hereby releases Onlane from any and all obligations, liability, claims or demands in excess of the limitations provided for in this section. 5.5 Indemnification. Member shall indemnify Onlane, its shareholders, officers, directors, employees and agents from and against any and all claims, demands, actions, omissions, suits, proceedings, costs, expenses, damages, losses and liabilities, including legal fees and disbursements, which may be made against or incurred by any or all of them arising out of or in connection with the Agreement, and including, without limitation, the foregoing: (a) any act, deed, matter or thing whatsoever made, done, acquiesced to or omitted by Member, its officers, directors, employees, affiliates, agents, representatives or contractors; (b) any negligence, willful default connection with this Agreement; (c) or dishonesty in
(g) all costs, including reasonable legal fees, on a solicitorclient scale, incurred by Onlane to enforce its right to be paid by Member for all transaction fees, services, liquidated damages payable under Annex A, Section 4 , and other charges, in accordance with the terms of this Agreement. 5.6 Security Interest. Member hereby unconditionally grants in favor of Onlane a security interest and lien on all motor vehicles, items and other assets of Member held by Onlane from time to time, to secure all obligations and debts of Member under this Agreement, and such liens shall not be limited to the value of services provided in relation to the specific vehicle or asset. Onlane shall be entitled to all rights and remedies available at law, including the rights of a secured creditor under applicable personal property security legislation. Section 6: Governing Law; Arbitration. 6.1 Governing Law. This Agreement shall be governed by and enforced in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein, and shall be treated in all respects as an Ontario contract, without regard to Ontario’s conflicts of laws provisions. Subject to the provisions of Section 6.2 of this Agreement, Member shall submit to the jurisdiction of the courts of the Province of Ontario. The provisions of the United Nations Convention on Contracts for the International Sale of Goods and the United Nations Model Law on International Commercial Arbitration, and any local implementing legislation, shall not apply. 6.2 Arbitration. (a) In the event that Member claims that a vehicle is not in the condition represented by Seller, and/or that Seller failed to make proper disclosure, Member may request arbitration (“Vehicle Arbitration”) by contacting Onlane’s arbitration office within the applicable time limits, as described in Section 6.2(d). (b) Vehicle Arbitration shall not be available for claims involving:
(i). amounts less than $500 in the aggregate (before tax); (ii). any vehicle sold for under $3,000; (iii). any diesel vehicle more than 5 model years old; (iv). any vehicle over 10 model years old; (v). any vehicle with more than 100,000 miles;
(vi). any vehicle having malfunctioning or inoperable axle joints, springs, rack & pinion steering, shocks, tires, brakes, electrical accessories, suspension, air conditioning, exhaust system, clutch assembly and cooling systems (vii). any vehicle having noisy lifters, noisy air conditioning, noisy c.v. joints, or noisy wheel bearings; (viii). any vehicle with mileage over 60,000 miles, having a smoky motor or noisy lifters and cam shaft; (ix). any vehicle sold for export from Canada, which is more than 4 mode l years old, unless the vehicle is still in Canada and has not yet been converted for export; and (x). any vehicle sold for export from Canada, which is less than 4 model years old, unless the vehicle has had a postsale inspection approved by Onlane, prior to its being converted and/or transported outside Canada. (xi) any vehicle for which reported claim was disclosed in vehicle history report accompanying listing at time of sale.
(c)
any breach of these terms and conditions by Member;
(d) a vehicle or other item having been lost, destroyed and/or damaged while on the property or under the control of Onlane; (e) any and all losses and damages sustained by Onlane as a result of any defect in the title of any vehicle submitted to Onlane by any Seller; (f) any taxes which are owing, assessed, reassessed or are otherwise payable in connection with any transaction computed pursuant to the Onlane Marketplace; and
Onlane will notify Seller of the claim, and Seller shall either agree to repurchase the vehicle or reach a mutually acceptable resolution with Member or resolve the claim within two business days in a ccordance with the Vehicle Arbitration procedures herein.
(d) Member must submit a claim that Seller misrepresented the condition of a vehicle or failed to make proper disclosure for Vehicle Arbitration within 24 hours of the vehicle’s being in Member’s possession, except under the following circumstances: (i). within seven days where there is, or has been, structural or frame damage to the vehicle, including excessive rusting of the frame or the unitized body (which
means that such rusting has or is likely to impair the structural integrity of the vehicle); (ii). within seven days if the vehicle was previously used as a taxi (including commercial limousines) or police car; (iii). within 90 days where the odometer is broken, has been tampered with, reduced or replaced, or the true distance traveled is unknown; (iv). within 90 days where the vehicle has been damaged by fire or flood; (v). within 90 days where the vehicle has been classified by an insurer as a “write-off vehicle” (even if rebuilt), or where the vehicle has had repairs which exceed $3,500; and (vi). within 90 days where the vehicle was previously stolen and recovered. For Vehicle Arbitrations pursuant to (iii) through (vi) above, the Purchase Price of the vehicle will be reduced by two percent per month, commencing on the Due Date, for the purposes of the Vehicle Arbitration. (e) If Member requests Vehicle Arbitration within the time limits provided by this Agreement and Seller disputes the claim, Onlane or an arbitrator appointed by Onlane (the “Arbitrator”) will determine the m atter. The Arbitrator, or an expert appointed by the Arbitrator, will review the Agreement of Purchase and Sale and may inspect the vehicle. The Arbitrator may then issue a decision or permit Member and Seller to provide written evidence and written submissions, following which the Arbitrator shall make a final decision. The Arbitrator may also permit oral submissions by way of teleconference. If the Arbitrator finds that Seller misrepresented the condition of the vehicle, or failed to disclose information as required by this Agreement with respect to a condition where the costs of correcting or repairing such condition or the difference in value of the vehicle as a result of the condition is deemed by the Arbitrator to exceed $500 before tax (the “Deemed Amount”), then the Arbitrator shall order that Seller repurchase the vehicle or adjust the Purchase Price and pay the costs of the Vehicle Arbitration. If the Deemed Amount is less than $500, the Arbitrator shall dismiss the claim and direct that Member pay the costs of the Vehicle Arbitration. (f) The following rules will apply to all Vehicle Arbitrations: (i). All decisions of the Arbitrator are final and binding upon the parties and there shall be no rights of appeal from any such decisions. (ii). In the case of a vehicle repurchased, the costs of the Vehicle Arbitration shall include all costs payable for the Arbitrator’s fees (including the inspection), plus the transportation of the vehicle and in respect of vehicles exported additional export related costs. (iii). The decision of whether to permit written evidence, written submissions or oral submissions, is in the absolute discretion of the Arbitrator. Section 7: Additional Terms 7.1 Amendments. Onlane may amend this Agreement, at any time, by posting notice of such amendments, and any revised Membership Agreement, on its website, and such amendments shall be effective and binding on Member at the time of such posting. By continuing to participate in the Onlane Marketplace after the amendments are posted, Member confirms its agreement to be bound by this Agreement, as amended. 7.2 Enforceability. Any provision of this Agreement which is legally unenforceable, invalid or otherwise contrary to law shall be severed from the remainder of this Agreement and shall not effe ct the enforceability and validity of the rest of this Agreement and any provision required to be included in a contract of this type by applicable law shall be deemed to be incorporated herein. 7.3 Counting of Days. Any time provided for in this Agreement in days shall be calculated excluding the day of the first event and including the day of the final event, and where the final day for an act falls on a public holiday or weekend, then the act may be executed until the first business day thereafter.
7.4 Entire Agreement. This Agreement and the Membership Application, including the annexes and forms attached thereto, constitute the entire agreement between the parties hereto concerning the subject matter of this contract, and supersede any contemporaneous or prior oral or written communications between the parties. There are no conditions, understandings, agreements, representations, or warranties, expressed or implied, which are not specified herein. Any provision of this Agreement may not be waived, except in writing, signed by an authorized representative of Onlane. 7.5 Assignment. Member may not assign this Agreement, in whole or in part, nor transfer any rights under this Agreement, to any third party (whether by operation of law or otherwise), without the prior written consent of Onlane. 7.6 Currency. Unless otherwise specified, all references to monetary amounts in the Onlane Marketplace shall be in U.S. currency. Annex A PROVISIONS FOR THE CONDUCT OF SALES ON THE ONLANE MARKETPLACE Section 1:Vehicle Classification Solely based upon Seller’s disclosure, Onlane may classify each vehicle as “Red Light”, “Blue Light” or “Green Light”. (A) Classification as Red Light indicates vehicle conditions disclosed by Seller as described in any of the follow ing clauses: (1) any vehicle powered by propane or natural gas; (2) past or present structural or frame damage to the vehicle, including excessive rusting (which means that such rusting has or is likely to impair the structural integrity of the vehicle) of the frame or the unitized body; (3) previous use as a taxi (including commercial limousines) or police car; (4) damage by fire or flood; (5) any vehicle having been classified by an insurer as a “write-off vehicle”, even if rebuilt; (6) any vehicle previously stolen and recovered; (7) any and all problems with the drive train, engine, transmission, rear end assembly, c.v. joints, or ABS brakes; (8) any computer/electrical defects; (9) air bag(s) or seat belts not in proper working order; or (10) pollution equipment and emission controls not intact, not operative or not meeting applicable standards. (B) Classification as Blue Light indicates conditions disclosed by Seller as described in the following clauses: (1) an inaccurate odometer reading, or declared as unknown; (2) any vehicle having a fiv e digit odometer; or (3) odometer broken, tampered with and reduced, replaced, or the true distance traveled is unknown. (C) Classification as Green Light indicates that the vehicle has no conditions reported which would cause it to be classified as Red Light or Blue Light. These classifications are intended only as a general indication of the vehicle’s condition, and should not be relied upon as a certification of the vehicle’s fitness or for making a decision to buy a vehicle. Member should carefully review the report and the details of disclosure provided for each vehicle before making a bid or purchase.
Section 2: Conduct of Sales Sales shall be conducted in one of the following methods: 2.1 Sale by Fixed Price. “Sale by Fixed Price” shall be conducted in accordance with the following provisions: (A) the vehicle listing will be posted on the Onlane Marketplace with the basic terms (the “Basic Terms”) and a price fixed by Seller (the “Fixed Price”); (B) in order to buy a vehicle posted for Sale by Fixed Price, Member must click the “Buy” icon, and then click the “Confirm” icon (the “Purchase Order”); (C) by clicking the Buy icon and the Confirm icon, Member irrevocably and unconditionally authorizes Onlane to execute an Agreement of Purchase and Sale for such vehicle at the Fixed Price. 2.2 Sale by Auction. “Sale by Auction” shall be conducted in accordance with the following provisions: (A) the vehicle listing will be posted on the Onlane Marketplace; (B) Onlane will disclose whether there is a reserve (“Reserve”), but not the amount of any such Reserve; (C) Member may make a “Regular Bid” or a “Proxy Bid”. (1) Member shall make a Regular Bid by filling in the bid amount and clicking on the “Bid” icon, and then clicking on the Confirm icon. All Regular Bids will be made according to predefined increments (“Increments”). A Regular Bid becomes an “Accepted Bid” when it is received by Onlane’s server in Toronto, Ontario, but only if it is higher than any prior Accepted Bid. (2) Member shall make a “Proxy Bid” by entering the maximum dollar amount Member is prepared to pay for a vehicle. In such instances, the Onlane Marketplace shall automatically enter a Proxy Bid for Member in Increments over competing bids, if any, as long as such competing bid does not exceed that Member’s Proxy Bid. Proxy Bids will be subject to the following general rules: (a) where two Proxy Bids are made in the same dollar amount, the Member which placed the bid first takes priority; (b) a Regular Bid takes priority over a Proxy Bid in the same amount; (c) an Accepted Bid cancels any prior Proxy Bid by the same Member; and
other information, the year, make, model, vehicle identification number and the amount of the Fixed Price or the Purchase Bid, as applicable, plus the Buy Fee (as defined in this Annex A, Section 5.1) payable to Onlane by Member and all applicable taxes. The “Purchase Price” shall comprise: (A) either (1) the Fixed Price or (2) the Purchase Price, as applicable; (B) the Buy Fee; and (C) all applicable taxes. Onlane will then sign the Agreement of Purchase and Sale as mutual agent for Member and Seller. 3.2 Due Date. Transactions pursuant to any Agreement of Purchase and Sale shall be completed by 5:00 p.m. (Eastern Time) on the business day following the date the Purchase Bid or Purchase Order is received by Onlane (the “Due Date”). Member shall deliver payment to Onlane, as escrow agent for the parties, by the Due Date. Member agrees that time shall be of the essence. 3.3 Payment. Payment by Member shall be made to Onlane, as agent, by check, wire transfer or electronic transfer, made payable to “Onlane Inc.”, unless Onlane approves other credit arrangements in writing. Payment is not effective until the check is received by Onlane at its offices in Toronto, Ontario. Where payment is made by wire transfer or electronic transfer, payment is not effective until funds have been received in the bank account designated by Onlane. Failure to make any payment by Member shall result in a notice of default as provided below. Payment will be held in escrow by Onlane until the vehicle is free and clear of any liens, encumbrances, hypothec, claims or security interests and documents of title are received from Seller, enabling ownership of the vehicle to be transferred to Member. 3.4 Release of Vehicle. Once Onlane has received payment of the Purchase Price and any other applicable charge, and the provisions of Annex A, Section 3.2 and 3.3 are met, Onlane will release the vehicle to Member. The vehicle will then be shipped to Member in accordance with Member’s instructions. Member may request that Onlane arrange for the vehicle to be transported. In the event that Onlane arranges such transportation, Onlane may use any transport company which it deems appropriate, unless specific instructions have been provided by Member and agreed upon by Onlane. 3.5 Late Payment. If Member fails to pay the Purchase Price by the Due Date, Member will be liable to pay a late payment fee, which is not a penalty but a surcharge for the additional administration, costs of storage and financing created by failing to pay in accordance with this Agreement. The late payment fee is twenty-five dollars ($25.00) per day up to a maximum of two hundred and twenty-five dollars ($225.00). Section 4: Failure to Complete Transaction 4.1 Notice of Default. If Onlane does not receive payment of the Purchase Price or the documents of title by the Due Date, Onlane will send a notice to Member (“Notice of Default”). The Notice of Default is deemed to be received on the day it is sent. Member shall cure its default by delivering the Purchase Price to Onlane, along with the late payment fee accrued as of the date of such payment. 4.2 Termination. Member will have nine days from receiving the Notice of Default to cure its default, failing which the Agreement of Purchase and Sale will be deemed rescinded (“Termination”). Where Termination is caused by Member’s default, Member will be liable to pay Seller an amount which is the equivalent of twenty -five percent (25%) of the Purchase Price, up to a maximum of five thousand dollars ($5,000.00), as liquidated damages. Member agrees that the amounts payable by the Member because of a Termination under this section are a genuine estimate of the damages and are not a penalty. Section 5:Transaction Fees and Other Charges 5.1 Buy Fee. Member shall pay Onlane a fee (“Buy Fee”) for any vehicle it purchases through the Onlane Marketplace, at the rates posted on Onlane’s website. Onlane has the right to change these rates at any time by posting notice of such change on its website. 5.2 Transportation Costs. Once a vehicle is sold to Member, all transportation and storage charges, including the costs of transportation to Member’s place of business, shall be the responsibility of Member. 5.3 Additional Invoices. Onlane may, from time to time, invoice Member for transportation, storage, liquidated damages payable under Annex A, Section 4. Payment on all such invoices is due within thirty days of the invoice date. Overdue payments shall bear interest at the rate of twenty -four percent (24%) per annum, calculated from the due date to the date of payment.
(d) if all other bids are under the Reserve Bid, a bid will be made on behalf of Member, at the end of the auction, to match the reserve, provided the amount of the Proxy Bid is greater than or equal to such Reserve Bid. (D) once made, all bids are irrevocable for the duration of the bidding process for the same vehicle; (E) by clicking the Bid icon and the Confirm icon, Member agrees to purchase the vehicle, under the Basic Terms at the amount of such Regular Bid or Proxy Bid;
(F) Member having a bid that is equal to or higher than any applicable Reserve, and is the highest bid shall purchase the vehicle (the “Purchase Bid”); and (G) by making the Purchase Bid on a vehicle, Member authorizes Onlane to sign an Agreement of Purchase and Sale for such vehicle, in the amount of the Purchase Bid, plus any other amounts described in Annex A, Section 3.1. Section 3: The Agreement of Purchase and Sale 3.1 Format; Amounts Payable. Each Agreement of Purchase and Sale prepared by Onlane shall incorporate, among