Terms and Conditions

DLL EQUIPMENT SALES PLATFORM TERMS AND CONDITIONS

1. 1. General

   1. 1.1 This DLL Equipment Sales Site (the “Equipment Sales Platform” or the “Platform”) is owned, operated, and maintained by De Lage Landen International B.V. and its subsidiaries, (“DLL”, “us”, “we” or “our”). These terms of use (the “Terms of Use”) govern your use of the Equipment Sales Platform.

   2. 1.2 The Equipment Sales Platform provides users with the opportunity to bid upon, purchase, and acquire different assets/equipment within a digital environment.

   3. 1.3 The Equipment Sales Platform is made available for the following users (hereinafter “you”):

      a. the potential customer/bidder.

2. 2. Your Acceptance of these Terms of Use

   1. 2.1 You agree to accept and to be bound by these Terms of Use (including any changes, modifications, and/or replacements) (1) by clicking to accept or agree to these Terms of Use when registering at the Equipment Sales Platform and (2) when placing each bid. If you are using the Equipment Sales Platform on behalf of a company or organization, you warrant that you are an authorized representative of the company permitted to bind that company or organization to these Terms of Use. By agreeing to these Terms of Use, you grant the Platform and its authorized representatives the permission to: (i) access and use any information provided during the registration process, including but not limited to account details, contact information, and any other necessary data required for the proper functioning of the Platform; (ii) collect, store, and process data related to your use of the Platform, including transaction information, communication records, and any other relevant data required for analytics, system improvements, or legal purposes; and (iii) share certain information with third-party service providers, as necessary, to facilitate transactions, payment processing, or other essential Platform functions. The permission granted in this section is essential for the proper operation of the Equipment Sales Platform, and you understand that refusing or withdrawing this permission may impact your ability to use certain features of the Platform.

3. 3. Logging-in

   1. 3.1 When accessing the Platform for the first time, you will need to create an account and must log in with your log-in details (username and password) thereafter. You are responsible for safeguarding your log-in details and for any activities and actions taking place under your account. You must keep your log-in details confidential and not share your log-in details with any person or third party. You must notify DLL immediately if you become aware of any unauthorized use of your log-in details or any other breach of security.

4. 4. Your Privacy

   1. 4.1 As we may process your personal data, which you may share with us through the Platform or otherwise, DLL will at all times process it with the appropriate care and respect for your privacy. In a transparent manner, we describe how we use your data in our Privacy Notice https://www.dllgroup.com/en/privacy-statement and our Cookie Statement https://www.dllgroup.com/en/cookie-statement. When you proceed to register for and subsequently use or access the Platform, we will construe this as an indication and acknowledgement that you have read and understood our Privacy Notice and Cookie Statement, as they may change from time to time.

5. 5. Modifications of these Terms of Use

   1. 5.1 These Terms of Use are current as of the effective date set forth above. DLL reserves the right to change these Terms of Use from time to time. These changes will be effective as of the date we post the revised version on the Platform. Your continued use of the Platform after we have posted the revised Terms of Use constitutes your agreement to be bound by the revised Terms of Use. If at any time you choose not to accept these Terms of Use, you should not log in to and use the Platform.

   2. 5.2 Regardless of the above, we reserve the right to require you to again agree to the Terms of Use when we deem the changes to the Terms of Use to be significant enough to warrant such a request.

6. 6. Use of the Platform

   1. 6.1 In consideration of your use of the Platform, you agree that:

      a. to the extent you provide any information to DLL, it will be true, accurate, current, and complete and that you will update all information as necessary;
      b. you are responsible for any documents, content, text, images, data, or other information or materials of any kind you upload, store, update, edit, delete, erase and maintain on the Platform (“User Content”); and
      c. you will use the Platform in accordance with these Terms of Use and understand that any unauthorized modification, tampering or change of any information, or any interference with the availability of or access to the Platform is strictly prohibited.

7. 7. Permission Grant

   1. 7.1 Subject to these Terms of Use, DLL grants you limited, non-exclusive, and non-transferable permission to lawfully access and use the Platform and, as applicable, to:

      a. search for and bid on equipment; and
      b. if successful in the bidding process, purchase said equipment.

   2. 7.2 You agree that: (i) you do not acquire any ownership interest in the Platform under these Terms of Use, or any other rights thereto other than to use and access the Platform in accordance with and subject to all terms, conditions and restrictions, as defined below; and (ii) that we have the right to revoke your access at any time from time to time for any reason, including shutting down the Platform for maintenance.

8. 8. Disclaimer

   1. 8.1 DLL retains the right to accept or reject any bid offers, withdraw equipment from sale, and/or assign equipment to a third party. All bids remain mere offers until accepted by DLL, and DLL will only release equipment after it has received indefeasible payment in full.

9. 9. Sale and Purchase Agreement

   1. 9.1 If you are successful in the bidding process in the Platform, you agree to submit any relevant documentation requested related to the execution of a sale & purchase agreement (“Purchase Agreement”) by exchanging pdf signature and/or by industry standard electronic signature software, which you agree shall have the same legal force and effect as wet ink signatures.

   2. 9.2 In any proceeding relating to the Purchase Agreement and any other ancillary documentation signed through the Platform or any other agreement relating to the legal relationship between you and DLL, you waive any right to raise any defense or waiver based upon execution by electronic signatures or electronic maintenance of the executed agreement.

10. 10. Ownership of the Platform and its Content

    1. 10.1 The Platform, including all its content, are protected under applicable intellectual property and other laws. All content and intellectual property rights therein are the property of DLL.

    2. 10.2 The presence of any content on the Platform does not constitute a waiver of any right in such content. You do not acquire ownership rights to any such content viewed through the Platform. Except as otherwise provided herein, none of this content may be used, copied, reproduced, distributed, republished, downloaded, modified, displayed, posted or transmitted in any form or by any means, including but not limited to, electronic, mechanical, photocopying, recording, or otherwise, without DLL’s express prior written permission.

11. 11. Confidential Information

    1. 11.1 You may not disclose to any third party, any content you download from the Platform or otherwise receive from or on behalf of DLL, which is proprietary, marked as confidential, or would normally be considered confidential under the circumstances (“Confidential Information”).

    2. 11.2 Confidential Information does not include information that:

       a. has become publicly known through no breach of any obligations of confidentiality;
       b. has been independently developed without access to the Confidential Information;
       c. is received by you from a third party who has the lawful right to disclose such information; or
       d. required to be disclosed by law or by a governmental authority.

12. 12. Trademarks, Copyrights, and Restrictions

    1. 12.1 All materials (and the intellectual property rights therein) available through the Platform, including, but not limited to, DLL names and logos, trademarks, service marks, product and service names, graphics, button icons, text, images, illustrations, audio clips, video clips, and other data, (“DLL Contents”) are protected by copyrights which are owned or licensed by DLL. Except for the limited license granted above, (i) you acknowledge and agree that you do not acquire any ownership interest in any DLL Contents by accessing and using the Equipment Sales Platform; and (ii) you are not authorized to use, display, reproduce, perform, create derivative works from, republish, transmit, or distribute in any way whatsoever any DLL Contents from the Equipment Sales Platform, or any other site owned or operated by DLL, without the prior written permission of DLL. Any use or misuse of any DLL Contents, except as permitted herein, is expressly prohibited.

13. 13. Restrictions and Conditions

    1. 13.1 When accessing and using the Platform, you agree that you shall not and shall ensure that any other party acting on your behalf shall not:

       a. violate applicable laws or regulations;
       b. use the Equipment Sales Platform for unlawful purposes, or for (the promotion of) illegal activities, or in a way that could be detrimental to the reputation of DLL and/or its affiliates;
       c. probe, scan or test the vulnerability of any systems or networks, or breach or circumvent any security or authentication measures;
       d. withdraw a bid offer after submitted through the system; in case this happens, you will be subject to the terms of clause 20;
       e. decompile, decrypt, dissemble, modify, translate, adapt, copy, reformat, create derivative works of, or reverse engineer the Platform, the content or the services, or the credentials necessary to access these, except as expressly permitted pursuant to these Terms of Use; or
       f. share any type of documentation generated according to the permission granted in clause 7 of these Terms of Use with parties that are competitors of DLL or any of its affiliates.

    2. 13.2 DLL is entitled to block user access to the Platform at any time, particularly if you violate any of these Terms of Use.

14. 14. Data Loss and Data Privacy

    1. 14.1 You agree that DLL shall not be responsible for any loss of data on the Platform howsoever caused.

    2. 14.2 To the extent you receive an individual’s personal data from DLL through your use of the Platform, you agree to comply with applicable data protection laws.

15. 15. Modification and Discontinuation

    1. 15.1 DLL reserves the right at any time and from time-to-time to modify, edit, delete, suspend or discontinue, temporarily or permanently, the Platform (or any portion thereof) and/or the information, materials, products, and/or services provided through the Platform (or any part thereof) with or without notice. You agree that DLL has no obligation to provide any updates or to continue to provide or enable any particular features or functionality, and that DLL shall not be liable to you or to any third party for any such modification, editing, deletion, suspension, or discontinuance of the Platform.

16. 16. Third-party Content and Links to Third-party Websites

    1. 16.1 The Platform may display, include, or make available third-party content. You acknowledge and agree that DLL is not responsible for any third-party content displayed and provided to you on the Platform, including its accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. DLL does not assume and will not have any liability or responsibility to you or any other person or entity for any third-party content.

    2. 16.2 The Platform may provide links to other websites operated by third parties. DLL is not responsible for the availability of those websites and does not endorse and is not responsible or liable for any content, advertising, services, products, or other materials on or available from such websites. DLL shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any content, advertising, services, products, or other materials on or available from such websites. These Terms of Use do not apply to your use of third-party websites; your use of such websites is subject to the terms and policies of the owner of such websites.

17. 17. Term and Termination

    1. 17.1 Your access and/or use of the Platform commences upon first time access and/or use of the Platform and will continue until terminated by you or DLL as set forth in this section.

    2. 17.2 DLL may terminate your access and/or use of the Platform at any time without notice if:

       a. it ceases to support or operate the Platform, which DLL may do in its sole discretion; or
       b. you violate any of these Terms of Use.

    3. 17.3 Upon termination:

       a. all rights granted to you under these Terms of Use will also terminate; and
       b. you must cease all use of the Platform.

    4. 17.4 Termination will not limit any of DLL’s rights or remedies under these Terms of Use or at law.

18. 18. Disclaimer of Warranties

    1. 18.1 DLL makes no representations or warranties with respect to the Platform or its content, or any product or service provided on the Platform. The Platform and all of its content are provided on an “as is,” “as available” basis, without representations or warranties of any kind.

    2. 18.2 DLL does not represent or warrant that the Platform, its servers, or any transmissions sent from DLL or through the Platform will be free of any harmful components (including viruses). DLL does not make any representations or warranties against the possibility of deletion, misdelivery, or failure to store communications, personalized settings, or other data. You accept that DLL’s shareholders, owners, officers, directors, employees and other representatives shall have the benefit of this clause.

    3. 18.3 You represent and warrant that the content you provided is accurate, does not violate the law nor infringe any rights of third parties, and that you have the right to upload, store and maintain such User Content. DLL shall in no way be held liable for such User Content provided by you.

    4. 18.4 Applicable law may not allow the limitation of certain warranties, so all or part of this disclaimer of warranties may not apply to you.

19. 19. Limitation of Liability

    1. 19.1 In no event shall DLL, its affiliates, personnel, subcontractors, or agents be liable for any loss or damages in connection with or arising out of the Platform and/or these Terms of Use, except for loss or damages resulting from the willful misconduct of DLL.

20. 20. Indemnification

    1. 20.1 You agree to indemnify, defend, and hold harmless DLL, its subsidiaries, and affiliates, and respective officers, agents, partners, and employees, from any loss, liability, claim, or demand, including reasonable attorneys' fees, made by any third-party due to or arising out of your use of the Platform in violation of these Terms of Use and/or arising from a breach of these Terms of Use and/or any breach of your representations and warranties set forth above and/or if any material that you post using the Platform causes DLL to be liable to another. DLL reserves the right to defend any such claim, and you agree to provide DLL with such reasonable cooperation and information as we may request.

21. 21. Governing Law

    1. 21.1 Use of the Platform or services and these Terms of Use will be governed by and construed in accordance with the laws of the the Netherlands without giving effect to any choice or conflict of law provision or rule. Any legal suit, action or proceeding arising out of or related to these Terms of Use or the access and use of this Platform shall be instituted exclusively in the competent courts of Amsterdam, the Netherlands.

22. 22. Severability

    1. 22.1 If one or more of the provisions in this Agreement are deemed void or unenforceable under applicable law, then the remaining provisions will continue in full force and effect without the inclusion of any such provision.

23. 23. Entire Agreement

    1. 23.1 These Terms of Use constitute the entire understanding and agreement between you and DLL with respect to your access to and use of the Platform and supersede all prior or contemporaneous communications, negotiations, and agreements, whether written, oral, or electronic, between you and DLL with respect to the Platform and your use of the Platform.

    2. 23.2 In the case of any conflict of interpretation between the English version of the Terms of Use and any other version provided in different languages, the English version shall prevail.

24. 24. Waiver

    1. 24.1 No failure to exercise, and no delay in exercising, on the part of either party, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder.

25. 25. Questions

    1. 25.1 If you have any questions about the Platform or these Terms of Use, please contact us using the following https://www.dllgroup.com/en/cookie-statement.