Welcome to www.TopsAuctions.com

These are the terms and conditions ("Terms and Conditions") applicable to the services (the "Services") provided on, and the use of, the TopsAuctions site. By accessing the TopsAuctions site, using the Services or by registering as either a buyer or a seller (a "Member") regardless of your physical location, you agree that: you have read these Terms and Conditions, understand and accept these Terms and Conditions, and act accordingly and are bound by these Terms and Conditions in your use of the Services and the TopsAuctions site.

The Services provided on the TopsAuctions Site enable Members, amongst other things, to: place bids in ("auctions")

These Terms and Conditions refer to Online Auctions, or any other forms of auctions TopsAuctions holds.

These Terms and Conditions, together with any additional terms and conditions specific to a particular Online Transaction (which are incorporated herein by reference and can be found through one or more links in the Notice to Members for the Online Transaction in question), constitute the entire agreement between TopsAuctions and the Member regarding its subject matter and supersede and replace any and all prior or contemporaneous agreements between the parties regarding such subject matter and all other conditions whether express or implied at common law or by statute as are capable of lawful exclusion are hereby excluded. Nothing in this clause shall limit or exclude liability for fraudulent misrepresentation.

The TopsAuctions Site, Online Transactions are only for use by persons acting within their trade or businesses and may not be used by consumers. We refer to any person offering to sell goods through the TopsAuctions Site as a "seller" and any person offering to buy goods as a "buyer" regardless of whether any contract of sale is concluded.

(a) Registration

Registration of each buyer is a prerequisite for submitting bids and offers for Online Transactions. Sellers in Online Transactions must contact us and complete a separate process off-line.

The Members' registration form can be found at the TopsAuctions Site.

The Member hereby warrants that all information provided to TopsAuctions on registration is true, accurate and complete and the Member will immediately inform TopsAuctions of all changes occurring during the use of the TopsAuctions Site.

(b) Eligibility

Only businesses are allowed to use the TopsAuctions Site and to participate in Online Transactions and post items in the Classifieds. The Online Transactions and the Classifieds (i) may only be used for commercial transactions; and (ii) may not be used for consumer transactions.

To register as a seller or buyer on the TopsAuctions Site you must provide your name, phone number, e-mail address and the name and address and VAT number and Chamber of Commerce number of the business you are acting for. TopsAuctions reserves the right to reject any registration in its sole discretion, without disclosing the reason.

By registering, the Member represents warrants and undertakes that it is or acts for a business and has given correct information about its business and contact details as requested in TopsAuctions's registration procedure and that it will notify TopsAuctions of any change in its registered details.

(c) Members' accounts

Members are assigned an account name and password on registration. The Members are responsible for all actions taken under their account name and password and shall only use the TopsAuctions Site using their own account name and password. Members must keep their password safe and shall not disclose it to any other person and shall not permit any other person to utilise their account details. Members are obliged to complete those transactions that occur using their account name and password, whether such transactions are authorised by them or not.

(d) Exclusion of Members and Rejection or Amendment of Bids and Offers

Without limitation to any other remedies, TopsAuctions may exclude any Member from any Online Transaction and block any registration if the Member has breached or threatens to breach these Terms and Conditions or engages in any behaviour which TopsAuctions in its sole discretion regards as likely to have an adverse effect on the conduct of the Online Transactions, or the reputation of TopsAuctions.

Furthermore, TopsAuctions reserves the right in its sole discretion to exclude products from offers and to refuse acceptances, bids or offers as well as to discontinue Online Transactions or its Services altogether at any time and/or from time to time.

TopsAuctions shall transmit all information in connection with the registration, the posting of an offer/bid/acceptance of products to the other Members in any part of the world in the form and to the extent suitable for the execution of an Online Transaction. All data produced or transmitted in connection with the execution of the Online Transaction at or to TopsAuctions may be stored, used and transmitted as described in TopsAuctions's Privacy Policy.

Members undertake that information concerning other Members and their employees, contractors or agents obtained through the TopsAuctions Site shall not be used for sending unsolicited commercial messages or for any other purpose other than participation in Online Transactions or use of the TopsAuctions Site.

Members also agree that they will only use such information in accordance with applicable laws and regulations, including, without limitation, data protection and privacy laws.

TopsAuctions protects privacy of its Members and Bidders with great care. In accordance to that, all personal data will be handled with greatest care and safety.

All information supplied will remain strictly confidential. TopsAuctions does not provide Buyer information to Sellers nor vice versa, except where required or requested by the Buyer & Seller in respect of necessary equipment inspection &/or loadout arrangements specifically related to this Online Auction. TopsAuctions will not give or sell information supplied here to any other Company nor Organization without your prior approval.

To enable the TopsAuctions Site to use information provided by the Member, the Members grant TopsAuctions a non-exclusive, world-wide, perpetual, irrevocable, royalty-free, sub licensable (through multiple tiers) licence to exercise the copyright, trade mark and database rights the Member has in any information provided and to do so in any media form whether now known or not currently known in order to provide the Services.

Any price indicated on the TopsAuctions Site or agreed in an Online Transaction, is stated exclusive of value added tax or any other applicable sales tax.

Buyers in Online Transactions shall be responsible for paying any value added tax or other taxes which may be due on amounts owed by the buyers under these Terms and Conditions in the applicable jurisdictions at the rates prevailing at the date that their contract of sale is concluded.

If goods are exported, tax refunds or zero rating may apply. In respect of sales in Online Transactions, tax refunds (if any) will be made by the relevant TopsAuctions subject to receipt of (a) satisfactory proof of export by the buyer; (b) the corresponding amount of tax refund from the relevant tax authority or the seller and (c) the relevant tax forms (if applicable).

Each Member agrees to indemnify and hold TopsAuctions, their respective officers, directors, agents, partners and employees (the "TopsAuctions Parties") harmless from and against any and all losses, demands, claims, damages, costs and expenses (including consequential losses or loss of profit, legal costs and expenses and value added taxes or equivalent or similar taxes thereon) and liabilities suffered or incurred directly or indirectly by the TopsAuctions Parties arising from or related to:

(a) the use by the Member of the TopsAuctions Site or the Services;

(b) any breach, non-performance or non-observance by the Member of the obligations, warranties, representations and undertakings on the part of the Member contained in these Terms and Conditions (including any Notice to Purchasers incorporated by reference) or contained in the additional terms and conditions applicable to the Online Transaction in question;

(c) the Member's breach or the Member causing a breach by any of the TopsAuctions Parties of any legislation or law applying anywhere in the world;

(d) any breach of a third party's rights arising out of or in connection with any of the TopsAuctions Parties' use of any information or intellectual property in anything provided by the Member;

(e) any misrepresentation made by the Member in connection with these Terms and Conditions, in its registration or otherwise in connection with any Online Transaction or the Classifieds; and

(f) accident, injury or death howsoever arising, sustained by any person or persons who may attend at any premises for the purpose of an Online Transaction, inspection, purchase, collection or any other business.

TopsAuctions will not be liable for any delay or failure to comply with its obligations under these Terms and Conditions if such delay or failure results from circumstances beyond its control.

TopsAuctions grants a limited, non-transferable licence to each Member to access and make use of the TopsAuctions Site for the purposes of the Member using, or evaluating the TopsAuctions Site and the Services in accordance with these Terms and Conditions but not to download (other than page caching) or modify the TopsAuctions Site, or any portion of the TopsAuctions Site. This licence expressly excludes, without limitation: any resale or commercial use of the TopsAuctions Site and the Services; modifying, distributing, copying, republishing or making any derivative use of the TopsAuctions Site or the Services; the collection and use of other Members' e-mail addresses or other information or listing, or any data extraction or data mining whatsoever. Notwithstanding the provisions of this clause, the Members shall be entitled to download documents and forms including Notices to Purchasers and/or sales brochures for their own internal use.

Members must not use the TopsAuctions Site or Services in any way that causes, or is likely to cause, the TopsAuctions Site or Services to be interrupted, damaged or impaired.

Members agree to comply with all applicable export or import control or related laws or regulations and not to violate any applicable local, state, national or international law, statute, ordinance, rule or regulation. TopsAuctions reserves the right to cancel or rescind any sale in an Online Transaction at any time if it determines, in its absolute discretion, that the sale does or may violate applicable export or import control or related laws and regulations.

Members are responsible for all communications and content sent from their systems to TopsAuctions and must use the TopsAuctions Site for lawful purposes only.

Members must not use the TopsAuctions Site for any of the following:

(a) for fraudulent purposes, or in connection with a criminal offence or other unlawful activity;

(b) to send, use or re-use any material that is illegal, offensive, abusive, indecent, defamatory, obscene or menacing; or in breach of any law or third party rights; or is otherwise injurious to third parties; objectionable; or which consists of or contains software viruses, political campaigning, commercial solicitation, chain letters, mass mailing or spam;

(c) to offer, sell, bid for or buy any items which are illegal or infringe any third party rights (including intellectual property rights); or

(d) to cause annoyance, inconvenience or needless anxiety.

Members are expressly forbidden from any form of bid manipulation, including collusion or bidding on lots that they themselves or a party affiliated with them are selling in an Auction. Buyers may not bid under a false name or as agent for a person who would itself be prohibited by these Terms and Conditions.

TopsAuctions does not guarantee continuous, uninterrupted or secure access to the TopsAuctions Site. The TopsAuctions Site and Services are provided "as is" and "as and when available", and, to the extent permissible by law, TopsAuctions excludes all implied warranties, conditions or other terms, whether implied by statute or otherwise, including without limitation any terms as to skill and care or timeliness of performance. TopsAuctions may change, modify, amend, suspend or discontinue any aspect of the TopsAuctions Site or the Services at any time without notice and TopsAuctions reserves the right to impose restrictions on certain features of the TopsAuctions Site or the Services at any time without notice.

In case of interruption to or suspension of access to the TopsAuctions Site or the Services, the Members' only remedy will be for TopsAuctions, in its absolute discretion, to extend the time limit of an offer in the Classifieds or an Online Transaction for an appropriate period. Members' access to the TopsAuctions Site may be occasionally suspended or restricted to allow for repairs, maintenance, or the introduction of new facilities or Services. TopsAuctions will use reasonable endeavours to limit the frequency and duration of any such suspension or restriction.

Members must take all reasonable steps to minimise loss or damages when accessing the TopsAuctions Site, including implementing prudent security and back-up features.

In addition to the other obligations set out in these Terms and Conditions, each buyer acknowledges and agrees that by placing a bid in an Auction ("Bid") or making an offer in another Online Transaction, it represents, warrants and undertakes that it has the authority and capacity to enter such Bid or make such offer and close the transaction and that any Bid that it makes constitutes an irrevocable offer to buy the lot in question for the full amount of the Bid.

TopsAuctions shall not be liable, in contract, tort (including negligence) or for breach of statutory duty or in any other way for:

(a) Any loss arising from or in connection with loss of revenue, profits, contracts or business or failure to realise anticipated savings or profits;

(b) Any loss of goodwill or reputation; or

(c) Any indirect or consequential losses suffered or incurred by a Member,

Arising out of or in connection with the use by, or the inability to use of, the Member of the TopsAuctions Site or the Services, or any other matter under these Terms and Conditions.

The aggregate liability of TopsAuctions in respect of any other loss or damage suffered by a Member and arising out of or in connection with these Terms and Conditions or arising out of or in any way connected with the sale or purported sale of any goods on the TopsAuctions Site, whether in contract, tort (including negligence) or for breach of statutory duty or in any other way, shall not exceed the amount of:

(a) in the case of a buyer in an Online Transaction, the amount of the purchase price paid by the buyer in respect of the goods which are the subject of the claim; and

(b) in the case of a Member in the Classifieds, the fees actually paid by the Member to TopsAuctions pursuant to these Terms and Conditions.

Nothing in this clause shall limit or exclude liability for death or personal injury resulting from the negligence of TopsAuctions or its employees or agents.

The liability of TopsAuctions under these Terms and Conditions and the additional terms and conditions applicable to a particular Online Transaction shall be several.

These Terms and Conditions may be amended at any time by TopsAuctions in its sole discretion. Such amendment will be posted on the TopsAuctions Site and will become effective immediately. Members are encouraged periodically to review these Terms and Conditions posted on the TopsAuctions Site. Use of the Services and the TopsAuctions Site constitutes acceptance of these Terms and Conditions, including any amendments.

Should any single provision of these Terms and Conditions be or become fully or partially invalid, illegal or unenforceable, the remainder of these Terms and Conditions shall continue in full force and effect.

Failure or neglect by TopsAuctions to enforce at any time any of the terms hereof will not be construed nor will it be deemed to be a waiver of TopsAuctions's rights hereunder nor in any way affect the validity of the whole or any part of these Terms and Conditions nor prejudice TopsAuctions's rights to take subsequent action.

Members shall not without the prior written consent of TopsAuctions assign, sub-license or deal in any other manner with these Terms and Conditions or any right under these Terms and Conditions.

Members and TopsAuctions are independent contractors and no agency, partnership, joint venture, employment or franchise relationship is intended or created by these Terms and Conditions.

TopsAuctions may, in its sole discretion, terminate these Terms and Conditions with respect to a Member (without prejudice to its other rights and remedies) and may deny access to the Services immediately without notice for any breach of these Terms and Conditions by that Member without any liability for TopsAuctions except in case of past transactions already completed.

If you are using the Services as a buyer in an Online Transaction, you are contracting with the relevant TopsAuctions Limited named in the Auction details for the relevant Auction. The term "TopsAuctions" in these Terms and Conditions shall be construed as meaning:

(a) the relevant TopsAuctions Limited named in the Auction details if using the Services as a buyer in an Online Transaction.

Any notice given under these Terms and Conditions shall be in writing and in English and shall be served by hand delivering it or sending it by prepaid recorded or special delivery post or prepaid international recorded airmail to: Legal Department, TopsAuctions Limited, De Rozentuin 16, 5611 SW Eindhoven The Netherlands address as TopsAuctions may notify from time to time. Any such notice shall be deemed to have been received:

Provided that if deemed receipt occurs before 9.00am on a Business Day the notice shall be deemed to have been received at 9.00am on that day, and if deemed receipt occurs after 5.00pm on a Business Day or on any day that is not a Business Day, the notice shall be deemed to have been received at 9.00am on the next Business Day. For the purpose of this clause, "Business Day" means any day which is not a Saturday and Sunday or a public holiday in the Netherlands and reference to any time shall be to Amsterdam time.

For the avoidance of doubt, notice given by Members to TopsAuctions under these Terms and Conditions shall not be validly served if sent by email.

However, notices to Members by TopsAuctions may be sent to the email address provided to TopsAuctions during the registration process, receipt of which is deemed 24 hours after an email is sent, unless TopsAuctions receives notice that the email address is invalid.

All disputes relating to these terms and conditions between members and TopsAuctions shall be exclusively governed by and interpreted in accordance with the laws of the Netherlands

Members and TopsAuctions hereby irrevocably submit to the exclusive jurisdiction of the dutch courts over any claims, dispute or matter arising under or in connection with these terms and conditions or their enforceability. Each member acknowledges that TopsAuctions would not permit the member to register as a buyer or seller if the terms of this clause 15 were not valid, binding and enforceable.

Members irrevocably consent to any process in any legal action or proceedings arising out of or in connection with these Terms and Conditions or its enforceability being served in accordance with the provisions of these Terms and Conditions relating to the service of notices. Nothing contained in these Terms and Conditions shall affect the right to serve process in any other manner permitted by the laws of the country in which service is to be effected.

These Terms and Conditions are drawn up in the English language. If these Terms and Conditions are translated into another language, the English language text prevails.

TopsAuctions, August 2007