User agreement

AGREEMENT
for participation in auto auction “SAA”

CHAPTER 1. GENERAL RULES
Article 1. Name
The way of purchase of automobiles - through the online-auction “Singapore Auto Auction” (hereinafter referred to as the SAA) of the company “Asia Global Holding Pte Ltd.”, Republic Singapore.

Article 2. Address.
Address of the head office of the SAA: 84 Flora Road #03-15 Edelweiss Park Singapore 507001

Article 3. Time of holding the auction
The SAA is held once a week on Thursdays. Time of the beginning and completion of tenders from 9-00 till 24-00. The Administration of the SAA has the right to change the time and duration of tenders.

Article 4. Responsibility.
Members-participants of the SAA fully understand and assume responsibility connected with submitting the bids on automobiles or other goods put out to tenders. In addition, members-participants taking part in the work of the online-auction should understand the presence of risk and problems which may arise and be connected with a result of the online-auction (nonconformity of the bid with the real value, withdrawal of the automobile from auction, etc.).

Article 5. Prohibited activities
1. Participation of the person in the online-auction not registered in the SAA system is impossible.
2. It is prohibited to infringe conditions of this Agreement as well as any arrangements with the SAA and the rules of the SAA.

Article 6. Ethics
Members-participants should adhere to the policy of the SAA in order to provide honest and impartial tenders. Besides, members-participants undertake to be mutually respectful and not to prevent activities of each other.

Article 7. Disputable matters
The SAA is the chief arbitrator concerning all transactions and takes final decisions on possible disputes and disagreements.

Article 8. Legal foundation
Disputable matters arisen between the members-participants and the SAA which cannot be settled by mutual agreement and arrangements should be considered in the court of the Republic of Singapore.

Article 9. Administration
The SAA exercises control and management of the system based on this Agreement.

Article 10. Making amendments
The SAA recognizes that in connection with the objective reasons which do not depend on the SAA there may be a necessity for making amendments or additions to the articles of this Agreement. In the similar situation, the SAA undertakes to notify all the members-participants.

Article 11. FOB price
The price of the automobile of the SAA includes all expenses sustained by the SAA in Singapore or in any other country from which delivery originates (FOB price). Insurance and freight expenses are not included in the price of the SAA.

Article 12. Currency
The SAA uses the US dollars as settlement currency. Currency of payment may be any freely convertible currency.

CHAPTER 2. REGISTRATION
Article 13. Necessary conditions for joining the SAA
The dealer or the company may join the SAA if they meet the following criteria:
1. Registered natural person or legal entity which activity is directly or indirectly connected with the market of automobiles, motorcycles, motor special machinery etc.
2. That who has read and agrees with the conditions of this Agreement.
3. Not been expelled from the members-participants of the SAA before.

Article 14. Obtaining a permit for participation in the SAA
The legal entity or natural person may take part in activities of the SAA if they fully comply with the following conditions:
1. To meet the criteria of article 14 of this Agreement and to provide a completed registration form.
2. To pay a “deposit” (security for participation in the Auction).
3. To receive the number of the member-participant of the auction, access password.

Article 15. Deposit
Members-participants should pay a security-“deposit” with the purpose of maintaining the guarantee of purchase of the automobile and information security of the SAA.
The deposit is:
1. For participation in the SAA and in all Japanese auctions (the number of auctions - 100), the deposit at the rate of 1000 (one thousand) US dollars or equivalent of this amount in any freely convertible currency.
2. The amount of the paid deposit is kept during the whole period of membership in the SAA.

Article 16. Restriction on the use of the “deposit”
The deposit can be used, as payment for purchase of a vehicle only in case of the decision of the participant of auction to leave from among participants, at absence of debts. Participants of the auction, decided reckon the deposit in cost of a vehicle cannot to accept the further participation in the tenders without repeated payment of the deposit.

Article 17. Withdrawal from membership / return of the deposit
If the member-participant wishes to withdraw from the SAA, in this case if there is a relevant application and there is no debt in respect to the SAA, the deposit is returned in full (by bank transfer).

CHAPTER 3. RIGHTS AND OBLIGATIONS OF MEMBERS-PARTICIPANTS
Article 18. Rights
All members-participants have the right to acquire vehicles and other goods at the SAA.

Article 19. Restrictions
The SAA may apply the following restrictions in respect to the members-participants:
1. The SAA may establish the number of bids or restrict the amount of one bid.
2. In case of non-payment for a vehicle (vehicles) within the established period of time (see Article 35 of this Agreement), the member-participant has no right to participate in the subsequent tenders.
3. If the member-participant violates any arrangement, rule, agreement, contract, etc., the SAA has the right to apply restriction in respect to this member-participant at its own discretion.

Article 20. Obligations
All members-participants should strictly observe the conditions of this Agreement and act in such a way so not to prevent activities of the SAA and other members-participants.

Article 21. Prohibited activities
The following is prohibited to the members-participants:
1. To violate the conditions of Article 6 of this Agreement.
2. To give access passwords to the SAA to third persons in use.
3. To disclose and distribute information related to the members-participants, their personal codes, numbers and passwords and other confidential information.
4. To ignore warnings and notices of the SAA.
5. Slander, threats, intrusion into private life, piracy and any other infringement of legal rights of other members-participants.
6. To distribute deliberately false information, which is contrary to fact, immoral or illegal and which discredits activities of the SAA.
7. To load harmful files and data (viruses) in the SAA system.
8. To falsify or delete information from the SAA system.
9. To use information and data of the SAA system in order to get profit not connected with activities of the SAA.
10. To infringe the right of other members-participants to use.
11. To take other actions prohibited by the SAA.

Article 22. Password of the member-participant
The member-participant is provided with an access password to the SAA system. Keeping safety and confidentiality of the password is responsibility of every member-participant. The SAA does not bear any obligations concerning compensation and possible expenses caused with loss of the user password or code. Members-participants should immediately inform about situations wherein the safety of the user password is under threat.

Article 23. SAA and force-majeur circumstances
The SAA is not responsible in case of force-majeur circumstances (for example, failure of the auction Internet-system for technical reasons, etc.).

Article 24. Compensation for expenses
The SAA is not responsible to members-participants if as a result of force-majeur circumstances the operation of the system is discontinued, and does not pay compensation for expenses which members-participants and other persons concerned can incur.

Article 25. Withdrawal from membership
Members-participants may withdraw from the SAA system at any time, one month before, by notifying the SAA. For this purpose, it is necessary:
1. Absence of balance debts and incomplete obligations in respect to the SAA.
2. Absence of a not dispatched vehicle registered at the SAA.
3. Absence of a vehicle being in the process of execution with the SAA.

Article 26. Notice on change in basic data
In case of change in data of the member-participant (changes in the company’s name, bank account, address, etc.) it is necessary to immediately inform the SAA.

Article 27. Deprivation of membership
Deprivation of membership in the SAA takes place with the following actions of the member- participant:
1. If the member-participant violates the conditions of this Agreement or any other arrangements and rules determined by the SAA.
2. If the member-participant in person officially submits an application to court for bankruptcy, liquidation of his company, or if such petition is submitted in respect to the member-participant by the third person.
3. If the member-participant takes a decision on completion of business or the beginning of cooperation with other company.
4. If local authorities suspend the license or initiated a criminal (case) in respect to the member-participant.
5. If the member-participant fails to pay debts in respect to the SAA within the established time.
6. If the member-participant makes any other illegal actions.

CHAPTER 4. WINNING
Article 28. Obligations of members-participants
When participating in the Auction the members-participants undertake the following obligations:
1. Members-participants should observe the conditions of this Agreement and arrangements attending the Agreement.
2. Members-participants should familiarize themselves in details and clearly understand the conditions of vehicles entered in the auction list, before the use of SAA.
3. Members-participants should familiarize themselves with the existing rules of completion of auction lists. They should clearly understand the SAA’s criteria of giving the auction evaluation and designations of defects of the automobile in the auction list.
4. The member-participant won the tenders should completely pay the value of vehicles (auction value and freight) in accordance with the established dates and invoice made out (PROFORMA INVOICE).
5. The member-participant won the tenders should fulfill all procedures necessary for import of the vehicle to his country.
6. If there are any difficulties with giving a certain vehicle, both parties should take every effort in order to arrive at a compromise solution and make a mutually beneficial transaction. If it is impossible, both parties should comply with the rules approved by the SAA.

Article 29. Making a purchase
1. Any lot put out for auction will be sold to the member-participant offered the best price.
2. “The auction step” is equal to 100 (one hundred) US dollars.
3. Purchase of the vehicle is considered as made in that case when the number of the registered member-participant (marked with blue color) is in the list of results of the SAA (in the box opposite the automobile acquired).

Article 30. Negotiations (sale/purchase)
Within any time the member-participant may buy a vehicle or other goods from the Stock-list at the fixed price, out of the auction, by mutual agreement with the SAA:
1. The offer for purchase out of the auction should be sent as a completed application form “Negotiation bid” to the SAA.
2. The automobile/goods will be sold to the first member-participant made an application which suits the SAA in value.

CHAPTER 5. CLAIMS, GUARANTEES AND CANCELLATION OF THE AGREEMENT
Article 31. Claims
1. No claims from members-participants as to characteristics and technical condition of vehicles will be considered.
2. When buying a vehicle it is necessary to ground on “auction list of the condition of the vehicle”.
3. When buying a vehicle in winter it is necessary to remember a difference in climatic conditions of the country of dispatch and the country where the vehicle will be delivered.

Article 32. Guarantees
In view of the fact that vehicles are second-hand the SAA gives no guarantees. Conformity of the vehicle to the auction list is guaranteed only.

Article 33. Refusal of transaction by the member-participant won the tenders
The member-participant won the tenders may refuse to buy the vehicle by paying a penalty.
- if the value of one vehicle is less than 3000 USD the amount of penalty is 500 USD/unit.
- If the value of one vehicle is more than 3000 USD the amount of penalty is 2000 USD/unit.

CHAPTER 6. FINANCIAL SETTLEMENTS
Article 34. Financial settlements of members-participants won the tenders
Members-participants won the tenders should effect payment as follows:
To completely pay the value of the vehicle (auction value and freight) within 3 working days after winning the tenders. Payment should be effected by bank translation (TT REMITTANCE) to the following bank account:
Account Name: Asia Global Holding Pte Ltd.
Account Number: (USD) 0048-001694-01-7-022
Account Number: (JPY) 0048-001694-02-7-022
Account Number: (SGD) 048-901275-7
Bank Name: DBS Limited, 22 Malacca St., Royal Brothers Building, Singapore 048980
Bank branch: Raffles Place Branch
Swift Address: DBSSSGSG
Members-participants can use the deposit (security for participation in the Auction) as payment for a vehicle.

Article 35. Delay in financial settlements
In case of the delay in payment or non-payment of the value of the vehicle within the established dates, the SAA takes the following actions:
1. The vehicle will be ceded to other member-participant offered the previous bid. If there is no such member-participant, the vehicle will be put out to the next auction.
2. In case of non-payment of the value of the vehicle, the member-participant will incur penal sanctions (see Article 33 of this Agreement).
3. In case of repeated delays in payment, the member-participant loses his membership in the SAA.

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