AGREEMENT
ON AUCTIONING OF VEHICLES

This Agreement on Auctioning of Vehicles (Agreement) is made on [date] by and between:

PARTIES:

UAB Gelgotos transportas, a private limited liability company established in Lithuania, code 300016057, registered office Gėlyno g. 10, Marijampolė, Lithuania, represented by General Manager Tomas Povilaika, acting under the Articles of Association, (Auctioneer);

and

…, a private limited liability company established in …, company code ..., registered office ..., Lithuania (Seller).

Auctioneer and Company shall hereinafter collectively be referred to as Parties and each separately as a Party.

WHEREAS:

1. Auctioneer cooperates with operators of a network of online auctioning platforms (Auctioning Platforms) in a number of jurisdictions via independent operating companies performing under Licence Agreements between them and Auctioneer for operating Exleasingcar auction platforms in certain jurisdictions (Auctioning Platform Operators). At Auctioning Platforms owners put vehicles to automated online auctions, users place their bids, and a winning bid is determined and forwarded to owner for acceptance.
2. Auctioneer has necessary arrangements and skills to organise centralised placement of Seller’s vehicles to auctions of network of Auctioning Platforms and coordinate sale of vehicles to auction winners.
3. Auctioning Platforms allow sale and purchase of vehicles by auction only for business purposes and not for personal, household or family needs.
4. Seller intends to assign to Auctioneer the sale of the fleet of its vehicles via the network of Auctioning Platforms.

NOW, THEREFORE, the Parties have hereby agreed as follows:

1. SCOPE OF SERVICES
   1. The Agreement defines the terms of assistance to be provided by Auctioneer to Seller in organising placement of vehicles for auctions in the Auctioning Platforms, selection of winning bids, organising sales and delivery of the Seller’s vehicles to buyers.
   2. The list of Auctioning Platforms, where Auctioneer will place Seller’s vehicles for auctions, is available at http://www.exleasingcar.eu/. The list may be updated from time to time, as the Auctioneer starts or ends cooperation with partners operating the Auctioning Platforms. Auctioneer does not guarantee that the network of Auctioning Platforms will expand or stay the same. Functionality of Auctioning Platforms may be changed without notice to Seller.
   3. Seller shall assign to Auctioneer the auctioning of all fleet of vehicles, which are available for sale by Seller. Seller must inform Auctioneer in advance of any expected significant increases or decreases in the fleet of vehicles available for auctioning.
2. Auctioning of the fleet of Seller’s vehicles

Information about vehicles to be provided by Seller to Auctioneer

1. Seller shall provide Auctioneer with continuous access to the database of vehicles owned by Seller and available for auctioning.
2. Seller must ensure that database of vehicles contains all necessary information to be provided for auctions of vehicles, including vehicle description as appraisal report (it shall also indicate defects, if any), vehicle photos, VIN code, manufacture, model, make, year, power, engine capacity, mileage, fuel, gearbox, number of keys available, service book, price.
3. Seller shall be fully responsible for accuracy of the information contained in its database.
4. Seller shall timely respond to all queries about vehicles placed for auction in the Auctioning Platforms received from potential bidders. Such queries will be forwarded by Auctioneer to Seller, to which Seller has to respond within one working day.

Placement of vehicles for auctions

5. Auctioneer shall create and manage auctioneer accounts in the name of Seller in all available Auctioning Platforms.
6. Auctions for the vehicles shall be initiated simultaneously in all Auctioning Platforms or in particular Platforms as agreed with Seller.
7. Auctioneer is free to choose the type of auction to be applied to each vehicle, and the type of auctions may differ across Auctioning Platforms. However, Seller shall be able to instruct Auctioneer in writing if any particular type of auction must be applied to sale of a particular vehicle. Types of auctions are described at https://www.exleasingcar.com/en/auction-types, which is subject to change without prior notice.
8. Auctioneer shall be free to set the initial sale price of the vehicle and decide if fixed price should be provided, which should not be less that the price indicated by Seller.
9. Once the vehicle is placed for auction in at least one Auctioning Platform, Seller shall not be entitled to recall the vehicle from auction and shall not allow sale of the vehicle through its own channels until the auction ends.
10. When auctions end without sale, Auctioneer may offer Seller to revise the anticipated sale price of the vehicle.

Determination of winning bids

11. Winning bids for each vehicle shall be collected and communicated to Seller for approval.
12. If there are several equivalent winning bids from auctions in different Auctioning Platforms, Auctioneer or Auctioning Platform Operator shall be able to choose the winner.
13. If Seller approves a bid as accepted, the sale of the vehicle shall be binding.
14. Where the bids do not reach the minimum sale price indicated by Seller, Seller may nevertheless decide to sell the vehicle to the highest bidder.

3. SALE of vehicles to winning bidders

Sale and purchase formalities

1. Once the winning bidder is determined and approved by Seller, Auctioning Platform Operator confirms the winner in a particular Auctioning Platform and communicates to the winner that the sale of vehicle is binding, and concludes sale and purchase agreement with the winning bidder, and completes all other formalities for sale of the vehicle.
2. Seller shall issue a pro-forma invoice addressed to the Auctioning Platform Operator for the Seller’s price of the vehicle and deliver the invoice by email to Auctioneer within one working day.
3. The Parties shall properly cooperate in order to duly fulfil all applicable tax obligations, including exchange of information and documentation supporting legitimacy of the 0 percent VAT rate, if such is applied.
4. Once the vehicle price is paid, Seller shall issue the final invoice to Auctioning Platform Operator within one working day.

Payment of sale price

5. Auctioneer shall pay the Seller’s invoice within two working days after Auctioning Platform Operator receives payment from the winning bidder. The winning bidder is required to make a payment within five working days.
6. Auctioneer may cancel the winning bid without any liability within seven working days, if Auctioning Platform Operator does not receive payment from the winning bidder.

Delivery of the vehicle

7. After the pay is received by Seller, Seller shall arrange the vehicle ready for delivery within three working days and notify Auctioning Platform Operator accordingly, and complete all sales and export formalities for the vehicle.
8. Auctioning Platform Operator, after being notified by Seller about ready to deliver status of the vehicle by issuing pick-up notice, shall arrange transportation of the vehicle to the parking lot of one of the Auctioning Platform Operators.
9. Auctioning Platform Operator shall transfer the vehicle to winning bidder in the parking lot by signing the vehicle transfer acceptance certificate and completing any other formalities to execute the sale of the vehicle to the winning bidder.
10. Seller shall be responsible for insurance of the vehicle until it is transferred to the Auctioning Platform Operator.

Liability for the vehicle and claims handling

11. Auctioneer will organise auctions of the vehicles as second-hand vehicles and shall disclose defects, which were indicated by Seller. Liability for defects which were not properly disclosed may still apply. Seller shall be solely liable for all defects and non-conformity of the vehicle with the sales terms, which were not properly disclosed.
12. Auctioneer does to assume and shall not be liable for any claims of buyers for defects or inconformity of the vehicles.
13. Auctioning Platform Operator shall accept and investigate claims from buyers by applying claims handling procedure of the Auctioning Platforms. Seller shall be duly notified about the claims. Auctioning Platform Operator shall require that buyers make warranty claims directly to the manufacturers if vehicles are still under manufacturer’s warranty.
14. Seller shall properly and timely instruct Auctioning Platform Operator if any claims of buyers should be satisfied and in what manner (repair, compensation or return).

4. REMUNERATION
   1. The Parties agree Auctioning Platform Operator shall be compensated for the services directly by the buyers from the difference in payment by Auctioning Platform Operator to Seller and by buyers to Auctioning Platform Operator.
   2. Seller shall not pay to Auctioneer or Auctioning Platform Operator any additional charges, fees or commission for one month counting from the date of agreement signing, after that seller will be charged by the fees that are shown in exleasingtrader.com/services section.
5. Liability
   1. The Parties agree that neither Auctioneer nor Auctioning Platform Operator shall not be liable to Seller for any indirect damages caused by a breach of the Agreement.
6. CONFIDENTIALITY
   1. Each Party undertakes to keep confidential the terms and conditions of the Agreement and not to use or disclose any commercially sensitive data or information which by its nature should be kept confidential unless (a) required to do so by law or pursuant to any order of court or other competent authority or tribunal, (b) such disclosure has been consented to by the other Party in writing (such consent not to be unreasonably withheld) or (c) the disclosure is to its professional advisers or related persons (who are bound to such Party by a duty of confidentiality which applies to any information disclosed). If a Party becomes required, in circumstances contemplated by (a) or (b) to disclose any information, the disclosing Party shall use its reasonable endeavours to consult with the other Party prior to any such disclosure.
   2. The confidentiality obligation provided in this Section 6 shall not expire.
7. Representations and warranties
   1. The Parties acknowledge that the Parties have entered into the Agreement in reliance of the Warranties given by the Parties.
   2. Representations and Warranties of Seller:
      1. Seller’s Capacity, Authorisation:
         1. Seller has full legal capacity and is validly registered in the commercial register;
         2. Seller has the full right, power and authority to enter into and perform its obligations under the Agreement and any other document or instrument made in connection with the Agreement;
         3. The representative of Seller has valid authorization to conclude the Agreement on behalf of Seller.
      2. Title to the vehicle:
         1. Seller is the sole full owner of all vehicles made available for auctioning. The vehicles are free and clear of any encumbrance.
         2. Seller has obtained the vehicle in a legal manner and all agreements and contracts, under which Seller obtained the title to the vehicle, are valid, are not subject to any litigation and / or arbitration. Seller has duly fulfilled its obligations all agreements and contracts, under which Seller obtained the title to the vehicle, and is not aware of any complaints by the counterparties with respect to Seller’s fulfilment of its obligations.
         3. The Seller has the right to transfer the title to and possession of the vehicle;
         4. Third parties have not made claims to the Seller with respect to the vehicle which have not been finally resolved. There are no ongoing or threatened disputes with respect to the vehicle.
         5. All leasing and other financial arrangements in relation to vehicles are completed and there no pending or potential claims from ex-lessees or borrowers.
      3. Condition of the vehicle
         1. The vehicle is complete; technical and working condition are as described in the database;
         2. Seller is responsible for inspecting the vehicles prior to the auction and assures Auctioneer that condition of the vehicles and all other matters relating to the vehicles, including, without limitation, condition, title, quality, authenticity, description (including, without limitation, the catalogue description) complies with the descriptions in the database.
         3. All information disclosed to Auctioneer relating to the Seller and the vehicle is complete, true and correct. There are no facts or circumstances relating to the affairs of Seller or the vehicle which have not been disclosed to Auctioneer and which, if disclosed, might reasonably have been expected to influence the decision of the final buyer to purchase the vehicle on the final price.
      4. Representations and Warranties of Auctioneer:
         1. Auctioneer has the full right, power and authority to enter into and perform its obligations under this Agreement and any other document or instrument made in connection with this Agreement.
         2. The representative of the Auctioneer has valid authorization to sign the Agreement on behalf of Auctioneer.
         3. Auctioneer does not assume any responsibility to determine the condition of any vehicle and contains only statements of opinion and not statements of fact and shall not be deemed to create representations or warranties of any kind, and in no event shall Auctioneer have any liability or responsibility for any matters relating to or arising out of such report and/or the condition of any Vehicle, regardless of the content or omissions of, or any errors in, the description.
      5. All representations and warranties presented by one Party to the other Party in this Agreement and / or during the performance of this Agreement are true and correct at the day of such representations and warranties and will remain in force during the Agreement period; moreover, they do not / will not contain any missing or withheld information, for which such representation or warranty would become false or misleading.

8. Term and termination
   1. The Agreement shall become valid at the date stated herein, provided that both parties sign the Agreement.
   2. The Agreement shall be valid for indefinite term.
   3. The Agreement may be terminated by mutual agreement between the Parties.
   4. Each Party may terminate the Agreement for any reason by giving one month written notice to the other Party.
   5. Termination of the Agreement shall not affect any auctions, which were placed before termination takes effect. Any sales made before termination takes effect shall be completed in full in accordance with the terms of the Agreement.
9. GOVERNING LAW AND SETTLEMENT OF DISPUTES
   1. The Agreement shall be governed by the substantive laws of Lithuania.
   2. Any dispute, controversy or claim arising out of or in connection with this Agreement, or its breach, termination or validity shall be finally referred to and settled by arbitration in accordance with the Rules of Arbitration of the Vilnius Court of Commercial Arbitration. The number of arbitrators shall be 3 (three). The venue of arbitration shall be Vilnius. The language of arbitration shall be English.
10. MISCELLANEOUS
    1. Entire Agreement. The Agreement contains the entire understanding between the Parties hereto and supersedes any arrangements, understandings, promises or agreements made or existing between the Parties prior to the Agreement.
    2. Amendments and waivers. The Agreement may be amended or modified only in writing signed by the Parties hereto. The failure of a Party to claim performance of any term of the Agreement shall not be considered a waiver of any right hereunder, nor shall it deprive that Party from the right to claim performance of that term.
    3. Interpretation. The headings in the Agreement are for convenience only and shall not affect the interpretation of any provision of the Agreement.
    4. Severability. If any provision of the Agreement or the application of it shall be declared or deemed void, invalid or unenforceable in whole or in part for any reason, the validity, effectiveness and enforceability of the remaining provisions shall not be affected thereby. Any such void, invalid or unenforceable provision shall, to the extent permitted by law, be deemed replaced by such valid, effective and enforceable provision as comes closest to the economic intent and the purpose of such void, invalid or unenforceable provision. The aforesaid shall apply mutatis mutandis to any gap in this Agreement.
    5. The relationship established between Auctioneer and Seller by this Agreement shall be that of independent parties and neither Party shall have the right or the authority to bind the other Party or to contract in the name of the other Party or to create any obligation with a third Party of any kind whatsoever to be performed by the other Party.

IN WITNESS WHEREOF, the Agreement has been made in two identical counterparts (each Party shall retain one counterpart).