Terms and Conditions

Revision/Effective Date: June 16, 2009

As a registered buyer at Salvage Direct, Inc., you agree to be bound by the following Terms and Conditions. Salvage Direct, Inc. reserves the right to amend these Terms and Conditions at any time without prior notice to you. In addition, any and all terms and conditions printed on sales agreement or other sales sheets and other terms and conditions listed on the website are incorporated by reference into these Terms and Conditions.

Vehicles, boats, snowmobiles, ATVs and other Items (hereinafter,"Items") as seen on www.SalvageDirect.com (hereinafter “Website”) are marketed by Salvage Direct, Inc. for insurance companies, financial institutions, and dealers. Membership is required to bid, buy or sell Items through the Website. The process, including the final transaction, is mediated by Salvage Direct, Inc.

I. GENERAL MEMBERSHIP REQUIREMENTS

a. Eligibility. Membership as a registered buyer at Salvage Direct, Inc. (hereinafter "Buyer") is open to individuals 18 years of age and older who are licensed vehicle businesses, including but not limited to dealers. Buyer registration and vehicle purchasing eligibility may be limited by applicable laws and regulations. No Buyer which has had its dealer, salvor, or salesperson license suspended or revoked may bid on an Item while the license is suspended or revoked. Salvage Direct, Inc. reserves the right to deny, suspend or terminate membership privileges to any individual or entity, in its sole and absolute discretion. Buyer may authorize employees, or other representatives to bid on Buyer's behalf (hereinafter "Authorized Bidder"). Each authorized bidder must be 18 years of age or older and able to form legally binding contracts.

b. Ohio Vehicles. In order to bid on vehicles located in Ohio, a valid Ohio Salvage Dealer Buyer Identification is required. A copy of the Identification Card must be provided to Salvage Direct's buyer registration department and it's validity will be verified with the licensing authority in the state of Ohio.

II. DISCLAIMERS:

a. Vehicle Condition and History Disclaimer. All information associated with each item is accurate to the best of Salvage Direct, Inc’s knowledge without investigation. Salvage Direct, Inc. and its vehicle suppliers expressly disclaim the accuracy or completeness of any and all information provided to Buyers regarding vehicles, whether provided in written, verbal, or digital image form. Description of damage is as identified by an outside party, and as with any wrecked/damaged item, there is always the potential for missed and/or hidden damages. Vehicle information is provided for convenience only. Salvage Direct, Inc., its vehicle suppliers, and/or the seller is not responsible for any damages associated with an item. Most items sold by Salvage Direct, Inc. have been damaged through accident, theft recovery, or repossession. All Items sold through Salvage Direct, Inc. are sold "AS IS, WHERE IS" WITHOUT ANY WARRANTY, EXPRESS OR IMPLIED, OF ANY KIND ON ANY ITEM SOLD, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF TITLE, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. The insurance provider/fleet provider is not liable for any discrepancies related to the insurance damage appraisal.

b. DMV/MVD Paperwork Disclaimers. Salvage Direct, Inc. is not responsible for defects, errors, or omissions (i) related to motor vehicle department paperwork not processed by Salvage Direct, Inc., or (ii) made by DMV/MVD

c. Registration Laws Disclaimer. Salvage Direct, Inc. does not guarantee that any vehicle sold can be legally titled and/or registered in any state or country, and Buyer accepts all risks associated with the variations in vehicle title and registration laws between states, provinces, and countries.

d. Website. SALVAGE DIRECT, INC. PROVIDES ITS WEBSITE, ALONG WITH ITS CONTENTS AND SERVICES (“Service”) CONTAINED THEREIN "AS IS" AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTY OR GUARANTEE, EXPRESS OR IMPLIED. SALVAGE DIRECT, INC. SPECIFICALLY DISCLAIMS THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. Salvage Direct, Inc. does not guarantee continuous, uninterrupted or secure access to its services, and operation of the Website may be interfered with by numerous factors outside of the control of Salvage Direct, Inc.

III. FEES

a. Application Fee – Buyer shall pay to Salvage Direct, Inc. a $150.00 non-refundable application fee when submitting a membership application. If a Buyer applied but did not complete registration and they wish to finish registration after a year has passed from the original application date, Buyer will be invoiced an Application Fee of $150.00 at the time of account approval. If a Buyer’s account has been in denied status for a year or more due to incomplete paperwork on the account, and they wish to reactivate the account, the Buyer will be invoiced an Application Fee of $150.00 at the time of approval.

b. Buyer Fee - Each Item will be assessed a buyer fee. The buyer fees are based upon the bid amount and may be viewed by logging in to the "Buyers Area" or clicking on the following link: secure.salvagedirect.com/buyer/commission.php . The minimum buyer fee is $25.00. Buyers are solely responsible for ascertaining any applicable fees prior to incurring any charges. All fees are subject to change without notice.

c. Handling Fee - Each Item with a winning bid of $100.00 or greater will be assessed a $50.00 handling fee.

d. International Fee - All International Buyers will be assessed a $25.00 processing fee per Item.

e. Insurance Damage Appraisal Administrative Fee - A $10.00 fee will be assessed for Salvage Direct Inc.’s administrative costs associated with providing a Buyer with an insurance damage appraisal. Insurance damage appraisals may not have a complete description of damage. The estimates are for information purposes only. Estimates are in no way intended to be a parts list, complete estimate of damages, etc. Neither Salvage Direct, Inc. nor its supplier will be liable for the content of the estimates.

f. Duplicate Title Fee - Salvage Direct, Inc. is not responsible for titles lost in the mail. There will be a $30.00 fee assessed per title for all requests of duplicates.

g. Late Payment Fees - A fee of $50.00 will be charged against any Item not paid on time. Payment from U.S. Buyers must be received within 3 business days of the invoice date. Payment from international Buyers must be paid within 5 business days of the invoice date. An additional $25.00 fee will be charged if payment has not been received within 7 business days (9 business days for international buyers).

h. NSF Fee - All checks returned for non-sufficient funds will incur an additional fee of $100.00 per check. Titles and/or Items may be withheld from Buyer until Buyer pays in full the amount of the returned check plus any fees incurred. This payment must be made by a wire transaction or with certified funds. Buyer may no longer be able to pay for purchases via company check or ACH Debit.

i. Re-listing Fee - If payment and electronic signed sales agreement are not received within 12 calendar days from the date of invoice, there will be a re-listing fee of $600.00 or 15% of the high bid amount per Item, whichever is greater, and may result in exclusion of the Buyer from any future bidding. Buyer's account will be suspended until the relist fee is paid in full. At the discretion of Salvage Direct, Inc., the account may be re-approved only after the Item has been resold, even if the relist fee is paid in full before that time. If the Buyer has been mailed the title, Buyer must mail the title back to Salvage Direct, Inc. via trackable mail before the account will be re-approved.

j. Abandonment Fee - If an Item is not picked up within 30 calendar days from date of invoice, there will be an abandonment fee charged to the Buyer of $600.00 or 15% of the high bid amount per Item, whichever is greater. Buyer will not be refunded the price of the Item. The Buyer must mail the properly executed title back to Salvage Direct, Inc. via trackable mail. Buyer is also responsible for any state abandonment and/or disposal fees (this may vary by state). Abandonment may also result in exclusion from future bidding.

k. Business Background Check Fee - Salvage Direct, Inc. may on occasion choose to do a business background check on a company before approving the buyer account. This fee is non-refundable and varies according to the country in which the Buyer's company is located.

l. Security Deposit - Salvage Direct reserves the right to require any Buyer to provide a security deposit. A security deposit of $1200.00 is required of all international buyers. This is payable via certified funds only and will be kept for one year. After one year, the account will be reviewed. If there are no fees owed on the account and if the account is in good standing with Salvage Direct, Inc., the $1200.00 security deposit will be applied as a credit on the account. If there is an outstanding balance on the account, it will be taken out of the security deposit and the rest will be refunded to the buyer.

m. Notarizing Fee - There is a $10.00 fee assessed per document for notarizing any documents at the request of a Buyer.

n. Title Shipping Fee – International Buyers will be charged $35.00 per title for express mailing. Buyers in the U.S. have the option of receiving their titles via regular U.S. mail. They can also choose Fed Ex Ground at a charge of $7.00 per title, Fed Ex Second Day at $20.00 per title or Fed Ex Standard Overnight at $35.00 per title.

o. Re-instatement Fee - If a Buyer’s account is closed for any reason, Salvage Direct, Inc. reserves the right to require any of the following prior to review for re-approval of the account: Re-instatement fee of $150.00 plus payment of any outstanding balances and all associated collection fees, credit limit, and/or security deposit.

p. Key Shipping Fee – A fee of $20.00 shall be charged to the Buyer anytime that Salvage Direct, Inc. mails keys to a Buyer.

q. Account Inactivity Fee – Any Buyer account with a credit balance for more than six months will be charged $10.00/month to maintain the account, up to the balance of the account.

NOTICE: Additional fees may be required by other Buyers selling Items to Buyers through the Website.

IV. SALES AGREEMENT: Once an auction ends on an Item, an email is sent to the successful high bidder explaining how to complete the electronic sales agreement. Sales agreements are available in the Buyer's Dashboard area on the Website. Salvage Direct, Inc. is not responsible for failed faxes or emails. Upon sale of an Item, the high bidder will need to electronically sign the sales agreement and submit it online on their Buyer's Dashboard. Items will NOT be released until an electronic signed sales agreement is submitted and receipt of payment from Buyer has been confirmed.

V. PAYMENT

a. Payment in full and the corresponding electronic signed sales agreement must be received within three business days of an Item's invoice for U.S. Buyers and within five business days for International Buyers. Buyers may view account activity in the Buyer's Dashboard area on the Website. Payments received after this date will be subject to additional fees and may be considered in default of payment. Item and title will not be released until payment in full has been received.

b. Item and title will not be released until payment in full has been received and verified.

c. Money received from Buyers will first be applied to late fees, relist fees, or any outstanding balance before being applied to payment of any Item. Also, money will be applied to unpaid vehicles in order of invoice date, with the oldest outstanding invoices being paid first. If more than one Item is purchased on the same day, Salvage Direct, Inc. reserves the right to decide which Item must be paid first.

d. Sales tax indemnification - Buyers purchasing Items from Salvage Direct, Inc. will be responsible for remitting any sales, use or excise tax to the appropriate authority as required by the law of their state. Buyers purchasing Items from Salvage Direct, Inc. at wholesale pursuant to a sales tax exemption certificate agree to indemnify, defend, and hold Salvage Direct, Inc. harmless from any and all sales tax assessments, fines, penalties, damages, and costs, including attorney's fees, incurred as a result of a determination by taxing authorities that the transaction was subject to the payment of sales, use or excise tax.

VI. ACCEPTED METHODS OF PAYMENT:

a. Wire transfer - Wire instructions are located on the sales agreement.

b. Certified funds/money order/cashier's check via next day courier.

c. ACH Debit- Buyer must be pre-approved to pay via ACH Debit. Salvage Direct, Inc. can process payment against Buyer's preferred business or personal checking account at a rate of $5.00 per day.

d. Company or personal check via next day courier - Buyer must be pre-approved to pay via company check. Company checks must be in the name of the company registered with Salvage Direct, Inc. Personal checks must be in the name of an authorized bidder with Salvage Direct, Inc.

e. Approved Finance Co. Fees - Salvage Direct, Inc. will accept payments via approved finance companies (currently AFC and Dealer Services, Inc.) from pre-approved Buyers. All Items paid for via approved finance companies will be assessed a $10.00 processing fee. Buyers will also be charged a $35.00 fee to pay for express mailing of the title to the appropriate finance company.

f. Items CANNOT be paid for at Salvage Direct, Inc. authorized storage facilities.

VII. STORAGE AND VEHICLE REMOVAL: Storage terms for each specific Item are located on the Item description page. Storage terms begin the day after invoice, not the date Salvage Direct, Inc. receives payment. Most Items sold on the Website are located at Salvage Direct, Inc. authorized storage facilities. Whether or not storage charges are accruing, all Items must be transported by Buyer from the storage site where they are stored:

a. The Item must be removed within 30 days from the invoice date. If Item is not removed within 30 days, Salvage Direct, inc. will consider Buyer to have defaulted with respect to Buyer’s purchase obligations. Abandonment fees will apply and Buyer may be excluded from future bidding on the Website.

b. All storage fees incurred by the Buyer beyond the Item’s “grace period” as set forth on the Item description page are payable directly to the storage facility upon pickup of the Item.

c. No Item purchased through Salvage Direct, Inc. may be driven off the storage facility lot.

d. Buyer must give 24 hour notice to the facility for Item pick up.

e. Buyer or transporter must have signed release or confirmation number in order for Item to be removed from the storage facility.

f. Salvage Direct, Inc. reserves the right to refuse to load and/or release any vehicle due to unsafe or improper transportation equipment.

g. Item must be removed from the storage facility before being posted for sale by Buyer. “Posted for sale” shall mean putting an item up for auction on EBAY or any other auction website. If Buyer is found to have posted any Item for sale before it has been removed from the Salvage Direct, Inc. authorized storage facility, their account will be immediately suspended and the Buyer will not be able to bid on the Website again.

h. Vehicle and Title Release. Salvage Direct, Inc. reserves the right to not release an Item or title for which payment and electronic signed sales agreement are received if the Buyer has an outstanding balance or for any other reason.

i. Complaints. All Item-related complaints must be received by the office of Salvage Direct, Inc. prior to the Item leaving the Salvage Direct, Inc. facility.

VIII. TITLE HANDLING

a. For the purpose of these Terms and Conditions, "Title" means any official document that serves as proof of ownership, whether it is a Salvage Certificate, Bill of Sale, Certificate of Destruction or other such document.

b. Sales on behalf of Insurance Companies: Titles are processed and held by Salvage Direct, Inc. on behalf of the insurance company. Salvage certificates are typically mailed to Buyer within two weeks of release of the Item (please allow 2-3 weeks for delivery). As stated previously under "Fees", there will be a $30.00 charge per Item for a duplicate Title. Buyer may pay this fee directly to Salvage Direct, Inc. via credit card or have it invoiced to Buyer's Salvage Direct, Inc. Buyer Account. Salvage Direct, Inc. is not responsible for lost mail. Please contact Salvage Direct, Inc. with any questions regarding Title status for any Item in the current auction.

c. It is Buyer's responsibility to abide by and understand the applicable state's titling regulations.

d. Titles will be mailed to the title shipping address chosen by the Buyer on the Buyer Dashboard. The Buyer is responsible for entering and confirming the correct address. Buyer will be responsible for paying any fees that Salvage Direct, Inc. is invoiced as a result of an incorrect or invalid address being entered by the Buyer. If no title shipping address has been entered on the Buyer Dashboard, the Titles will be mailed to the address listed on the Buyer's dealer license.

e. Sales by Other Buyers: Buyers should make direct arrangements with Buyers acting as Sellers for the transfer of Titles. Salvage Direct, Inc. is not responsible for Titles to Items sold through the Website by Buyers to other Buyers.

IX. AUCTION POLICIES:

a. If an Authorized Bidder bids on an Item, Buyer is obligated to complete the transaction. Once a bid is submitted, it cannot be retracted, deleted or cancelled.

b. Unauthorized use of password. In the event a Buyer's ID number and/or password are used without authorization, Buyer shall be responsible for all account activity and charges incurred. Salvage Direct, Inc. has no obligation to verify the identity of any person who gains access to its services by means of the registered Salvage Direct, Inc. user ID and password. Buyer shall notify Salvage Direct, Inc. if it believes that it's ID number and/or password are used without authorization.

c. Salvage Direct, Inc. reserves the right to accept or reject any and all bids, or to withdraw an Item from bidding for any reason, in the sole and absolute discretion of Salvage Direct, Inc.

d. Reserves. On occasion there may be a reserve, or minimum bid placed on an Item. If there is a reserve, it will be noted in the Item bidding area and it will state "The Reserve for This Item Has Not Been Met." Once the reserve is met, it will then state "The Reserve for This Item Has Been Met". If the reserve price for an Item has not been met at the end of the auction, the buyer with the highest bid may choose 1 of 3 options: (1) Accept Suppliers offer, which is the reserve amount (2) make another bid as best offer or, (3) stay with original bid. If a buyer does not respond by the end of the next business day, his original highest bid is automatically chosen as his best offer. The Supplier of the Item has until the end of the following business day to either reject, accept or make a counter-offer. If the Supplier rejects the buyer’s offer, then the Item is relisted for auction. If the Supplier does not respond by the end of the following business day then the offer will automatically be rejected. After receiving a counter-offer from the Supplier, the buyer may (1) make a counter-offer (2) stay with original offer, (3) If the buyer has not changed his original offer, he may reject the Supplier’s counter-offer, or (4) Accept Supplier’s offer. If the buyer does not respond by the end of the next business day, it will be presumed that he will stay with his original offer. Supplier then has until the end of the following business day within which to accept or reject the offer. If the Supplier does not respond by the end of the following business day, the offer is rejected and the Item will be relisted for auction. Please be advised, this entire process may take up to four business days to complete.

e. Sale Cancellation. Salvage Direct, Inc. may, at any time, in its sole and absolute discretion, with or without notice, postpone or cancel a sale, withdrawal a vehicle from sale or change the auction end date. Salvage Direct, Inc. shall neither be liable or obligated to Buyers as a result of any auction postponement, sale cancellation, vehicle withdrawal or change in auction end date.

X. IMPORT/EXPORT AND OTHER INTERNATIONAL ISSUES

a. Applicable Language. All communications between the Buyer and Salvage Direct, Inc. with respect to these Terms and Conditions will be in English.

b. Exportation of Items. All International Buyers are responsible to export the Items that they purchase from Salvage Direct, Inc and comply with customs import procedures applicable to foreign title vehicles. All Buyers will conduct business by following all re-sale activity in compliance with U.S. Export rules and regulations, which can be found at www.bis.doc.gov. Buyers are responsible for knowing which vehicles they are allowed to export from the United States and which vehicles are permissible into the country to which the vehicle is being exported.

c. Currency. All payment transactions between Salvage Direct, Inc. and Buyer will be in US Dollars.

d. Exclusion. These Terms and Conditions exclude the United Nations Convention on Contracts for the International Sales of Goods.

XI. MISCELLANEOUS TERMS AND CONDITIONS

a. System Integrity. A Buyer may not use any device, software or routine to interfere or attempt to interfere with the proper working of the Website or any auction being conducted on the Website. A Buyer may not take any action which imposes an unreasonable or disproportionately large load on Salvage Direct, Inc.'s infrastructure. A Buyer may not disclose or share its password to any third parties or use the password for any unauthorized purpose.

b. Buyers may not contact insurance companies who supply vehicles to Salvage Direct, Inc. to sell or former owners of vehicles that are posted for sale on Salvage Direct, Inc.’s auction for the purpose of gathering information about a particular Item.

c. No Agency. Each Buyer and Salvage Direct, Inc. are independent contractors, and no agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship is intended or created by this Agreement.

d. Limit of Liability: IN NO EVENT SHALL SALVAGE DIRECT, INC. OR ITS VEHICLE SUPPLIERS BE LIABLE FOR LOST PROFITS OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES,HOWEVER ARISING, THAT RESULT FROM OR ARE RELATED TO THE SALE, DISTRIBUTION, USE OF, OR INABILITY TO USE, ANY VEHICLE SOLD ON ITS WEBSITE.

e. General Compliance with Laws: Each Buyer must comply with all applicable laws, statutes, ordinances and regulations regarding use of Salvage Direct, Inc.'s service and the Buyer's bidding on, purchase and sale of Items.

f. Notices and Changes: Except as explicitly stated otherwise, any notices required or permitted to be given to Salvage Direct, Inc. shall be given via email at info@salvagedirect.com. Any required or permitted notices to be given to Buyer shall be given via email at the email on file, posting on the Salvage Direct, Inc. website, or such other address as the Buyer may specify. Notice shall be deemed effective 24 hours after an email has been sent or information has been posted on the Salvage Direct, Inc. website.

g. Choice of Law. This Agreement will be governed in all respects by the laws of Pennsylvania without regard to its conflict of law provisions.

h. If any provision of this Agreement is held to be invalid or unenforceable, such provision will be struck and the remaining provisions will be enforced. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.

i. Waiver. Salvage Direct, Inc.'s failure to act with respect to a breach by a Buyer or others does not waive Salvage Direct, Inc.'s right to act with respect to subsequent or similar breaches. This Agreement and, if the Buyer purchases an Item through Salvage Direct, Inc. from a non-Buyer insurance company or fleet, a Sales Agreement to be issued by Salvage Direct, Inc., set forth the entire understanding and agreement between Salvage Direct, Inc. and the Buyer with respect to the subject matter hereof.

Good luck and enjoy the website!