Terms of Service

1.Eligibility and accounts

To register and trade on the Platform you must:

• hold a current motor dealer licence in the Australian state or territory in which you operate;
• have a valid Australian Business Number (ABN) and, where required, be registered for GST;
• be authorised to bind the dealership you represent; and
• provide accurate registration details, including a copy of your dealer licence for verification.

Each account is subject to admin verification before trading is enabled. We may decline, suspend or terminate any account that fails verification, ceases to hold a valid licence, or breaches these Terms. You are responsible for all activity that occurs under your account and must keep your sign-in credentials secure.

2.Our role

DealerExchange provides the venue through which dealers list, search for, and transact vehicles with one another. We are not a party to any sale. We do not take possession or custody of vehicles, do not hold buyer or seller funds, and do not act as agent or escrow for either party to a trade. The contract of sale is formed directly between the buyer dealer and the seller dealer.

3.Listings

Sellers are responsible for the accuracy of every listing they post — including make, model, year, build and compliance dates, odometer reading, condition, photos, registration details, and any notes or disclosures. Sellers warrant that:

• they have lawful authority to sell the vehicle and clear title is or will be available on settlement;
• the vehicle is not subject to undisclosed finance, write-off, stolen-vehicle or other PPSR encumbrances;
• listing content does not infringe any third-party rights; and
• any material defects known to the seller are disclosed in the listing.

We may, at our discretion and without notice, edit, remove or suspend any listing that we reasonably believe is inaccurate, misleading, unlawful, or in breach of these Terms.

4.Sale methods

Listings may be offered under one of the following methods, selected by the seller:

• Tender (sealed bid). Buyers submit a single confidential bid before a stated close time. No bid amounts, reserve, or leading bidder are revealed during the tender. At close: if the highest bid is at or above the seller's reserve, the vehicle is sold to that bidder automatically; if no bid meets reserve, the seller may sell to the highest bidder, withdraw, or relist.
• Make an offer. Buyers submit offers that the seller may accept, reject or counter. Only the dealers party to the negotiation see the offer amount.
• Fixed price (Buy now). The seller sets a firm price. A buyer who confirms forms a binding contract at that price.

A successful bid, accepted offer, or confirmed fixed-price purchase constitutes a binding agreement to buy and sell the vehicle on the terms shown in the listing. Withdrawal after that point may be treated as a breach.

5.Settlement and title transfer

Buyer and seller are responsible for arranging payment, collection or delivery, and the completion of any required state forms (such as NSW Form 12 vehicle disposal notices) between themselves. We recommend funds clear before keys and vehicle are released. We are not responsible for, and accept no liability in respect of:

• payment failures, chargebacks, or delays in clearing funds;
• condition discrepancies discovered after delivery;
• transport, damage in transit, or storage; or
• the completion of state-based transfer paperwork.

6.Fees

A commission is payable by the seller on each completed sale, calculated as the greater of 5% of the sale price or AUD $500 (excluding GST), unless an alternative rate has been agreed in writing with us. Commission is invoiced separately after the sale settles and is payable in accordance with the terms shown on the tax invoice (default: 7 days).

You authorise us to issue tax invoices and statements electronically. Overdue invoices may attract recovery costs and may result in your account being suspended from trading until paid. Fees, payment methods, and billing cadence may be updated by notice via the Platform or by email.

7.Acceptable use

You must not, in connection with the Platform:

• list a vehicle you do not own or do not have authority to sell;
• misrepresent a vehicle's condition, history, encumbrances or specifications;
• solicit a counter-party off-Platform to avoid commission on a trade originated here;
• bid, offer, or buy without a genuine intention to settle;
• collude with other dealers to manipulate prices in tenders or auctions;
• scrape, copy, or republish listing data in bulk;
• upload malicious code or attempt to interfere with the Platform's operation; or
• impersonate another dealership or use a name or licence that is not your own.

Breach of this clause may result in immediate suspension or termination of your account and may be reported to the relevant state regulator.

8.Disputes between dealers

Disputes between buyer and seller — including condition, undisclosed defects, payment, or delivery — are to be resolved directly between the dealers concerned. We may, at our absolute discretion and without obligation, assist by providing transaction records (such as the original listing, bid history, and message logs). We are not a mediator, arbitrator, or guarantor of trades.

9.Intellectual property

The Platform, its branding (including the DealerExchange name and logo), software, and design are owned by us or our licensors. You retain ownership of the content you upload (such as listing photos and notes) and grant us a non-exclusive, royalty-free licence to host, display, and distribute that content on the Platform for the purpose of operating the service.

10.Warranties and consumer law

The Platform is provided "as is". To the maximum extent permitted by law we exclude all warranties, conditions and representations not expressly set out in these Terms, including in relation to listing accuracy, availability of the Platform, suitability for a particular purpose, and merchantability.

Nothing in these Terms excludes, restricts or modifies any guarantee, right or remedy under the Australian Consumer Law (Schedule 2 to the Competition and Consumer Act 2010 (Cth)) that cannot lawfully be excluded. Where liability for breach of a non-excludable consumer guarantee can be limited, our liability is limited, at our option, to re-supplying the affected service or paying the cost of having it re-supplied.

11.Limitation of liability

To the maximum extent permitted by law, our aggregate liability to you (whether in contract, tort, statute, or otherwise) arising out of or in connection with the Platform or these Terms is limited to the total commission fees paid by you to us in the twelve (12) months immediately before the event giving rise to the claim. We are not liable for any indirect, consequential, special, or punitive loss, including loss of profit, loss of opportunity, or loss of goodwill.

12.Indemnity

You indemnify us against all losses, damages, costs and expenses (including reasonable legal fees) suffered by us arising out of or in connection with: (a) your breach of these Terms; (b) the inaccuracy of any listing or information you submit; (c) any claim by a counter-party dealer arising from a trade you have entered into; or (d) your breach of any applicable law, including motor dealer licensing legislation.

13.Suspension and termination

We may suspend or terminate your access immediately, without notice, where you breach these Terms, where your dealer licence lapses or is cancelled, or where we reasonably suspect fraud, collusion, or misuse. You may close your account at any time by contacting us, subject to settlement of any outstanding fees and completion of trades already in progress.

14.Changes to these Terms

We may update these Terms from time to time. We will notify you of material changes via the Platform or by email at least 14 days before they take effect. Continued use of the Platform after the effective date constitutes acceptance of the updated Terms.

15.General

These Terms are governed by the laws of New South Wales, Australia, and you submit to the non-exclusive jurisdiction of the courts of that state. If any provision is held to be unenforceable, the remainder of the Terms continue in effect. No failure or delay by us in exercising a right is a waiver of that right.

16.Contact

Bauer Investments (International) Pty Ltd
trading as Dealer Exchange
Unit 1, 45 Blackwall Point Road, Chiswick NSW 2046
Email: gary@bauerinvest.com