- The Seller wishes to sell automotive vehicle(s) (a “Vehicle”) through Expat Car Buyer LLC (“ECB”), including via the Expat Car Buyer website and/or such other platform or mechanism from time to time operated by ECB or its affiliates (the “Platform”) (the “Services”).
- The Vehicle Sale Agreement (the “VSA”) to which these terms and conditions (the “Terms”) are appended shall be subject to the terms set out herein. These terms form an integral part of the VSA and shall govern the relationship between the Seller and ECB with respect to the provision of the Services. Subject to paragraph 16, any terms and conditions set out in any order, acknowledgement, invoice or any other issued document shall be of no force and effect.
- Unless otherwise defined in these Terms, capitalized terms shall have the meaning ascribed to them in the VSA. For the purposes of these Terms, a buyer of any Vehicle of the Seller (whether ECB, one of ECB’s network of dealers or any third party) shall be defined as a “Buyer”.
- The Seller agrees and acknowledges that it may be required to sign other documentation in respect of the Services and the transfer of any Vehicle, including any official legal or regulatory transfer documents, such as a Mubaya.
The Seller agrees and acknowledges that ECB:
- is acting as a “Disclosed Agent” for them, meaning that ECB acts in the name of and on behalf of a Seller and for the benefit of such Seller (also defined as the ‘Principal’ under Article 9(1) of the Federal Decree-law No. 8 of 2017 on Value Added Tax) in such cases where the vehicle is sold through ECB but ECB is never the buyer and never the owner of the vehicle.
- Only ceases to act as a “Disclosed Agent”, only in cases where the vehicle is sold directly to ECB who then buys the vehicle and takes ownership of same.
- For the avoidance of doubt, ECB will by default be acting as a “Disclosed Agent” unless specifically confirmed in writing to be the scenario as described in 1.5.2 above.
- The Seller undertakes to inform ECB if they are in the business of acquiring and selling vehicles as a vehicle dealer.
ACCEPTANCE OF THESE TERMS
In the event that the Seller has not entered into a VSA, the Seller’s continued use of the Services or instruction in relation thereto shall amount to their acceptance of these Terms, which shall govern the provision of the Services.
In agreeing to use the Services, the Seller agrees that ECB may, at its sole discretion, list a Vehicle on one or more Platform for the purpose of facilitating a sale of such Vehicle to a Buyer.
The Seller represents and warrants on the date of the VSA and immediately prior to Title Transfer that the Vehicle Details stated in Part 2 of the VSA, or as otherwise provided to ECB, are true, accurate and not misleading.
- Prior to any offer to purchase a Vehicle and/or any purchase by a Buyer of a Vehicle, the Seller agrees that ECB, the relevant Buyer and/or any third party nominated by ECB and/or the relevant Buyer shall be entitled to perform one or more inspections of such Vehicle. During the inspection and at all times until completion of the transfer of title of the Vehicle from the Seller to the Buyer in accordance with paragraph 7.4, risk in respect of such Vehicle shall remain with the Seller.
- ECB, the relevant Buyer and/or any third party nominated by ECB and/or the relevant Buyer who carries out a Vehicle inspection shall not be liable for any losses, damages, liability, costs (including legal fees) and expenses incurred by the Seller and which may arise as a result of any inspection carried out pursuant to paragraph 5.1, irrespective of cause.
If requested by the Seller, or if required by ECB to provide the Services, ECB may provide storage facilities for the Vehicle pending a Vehicle inspection pursuant to paragraph 5 or transfer of Vehicle title pursuant to paragraph 7.
DELIVERY AND TITLE
- The Seller shall deliver the Vehicle to such location as instructed and required by ECB from time to time in order to perform the Services.
- When instructed by ECB, the Seller shall promptly take all actions that are necessary to ensure that title to the Vehicle transfers successfully from the Seller to the Buyer, including but not limited to the execution of all documents required to complete the transfer of title and registration of the Vehicle to the Buyer at the relevant vehicle licensing authority (including, for the avoidance of doubt, without limitation, the Roads and Transport Authority in the Emirates of Dubai (the “RTA”) and the Abu Dhabi Police in the Emirate of Abu Dhabi, and their respective successors authorities from time to time and any other equivalent body in any other Emirate in the United Arab Emirates (the “UAE”) and elsewhere) (“Licensing Authority”).
- The Seller shall, where requested by ECB, or the Buyer, and only if applicable, provide evidence of their own purchase of the vehicle, or alternative evidence (ie import documents), showing the Vehicle was previously acquired after the 01/01/2018 and subject to VAT within the UAE.
- Title to and risk in the Vehicle shall transfer from the Seller to the Buyer when the transfer of ownership is recorded and verified in the system operated by the relevant Licensing Authority (“Title Transfer”).
- Until Title Transfer and possession in the Vehicle has passed to the Buyer, the Seller shall: (i) take all reasonable care of the Vehicle and keep it in the condition it was in when inspected pursuant to paragraph 5; (ii) unless otherwise agreed with ECB in writing, keep the vehicle insured in accordance with applicable law; and (iii) inform ECB immediately if any of the representations, warranties and undertakings provided pursuant to paragraphs 4 and 8.1 become, or the Seller has a reasonable belief shall become, untrue.
- Time shall be of the essence in relation to the performance by the Seller of its obligations set forth in this paragraph 7.
WARRANTIES OF THE SELLER
The Seller represents and warrants on the date of the VSA and immediately prior to Title Transfer, and undertakes, as follows:
- the Seller is the legal and sole owner of the Vehicle;
- the Vehicle is not subject to any joint ownership arrangements;
- the Seller has full power and authority to sell and transfer title of the Vehicle to the Buyer and, where relevant, it has obtained all authorizations and has taken all corporate actions necessary in order to enter into the VSA and these Terms and to perform its obligations hereunder;
- the Vehicle is registered in the UAE in accordance with applicable law;
- all fines, penalties, endorsements and the like have been paid on the Vehicle and removed by the relevant Licensing Authority, governmental or regulatory body;
- subject to paragraph 9.1, the Vehicle is free from all liens, charges, mortgages, security interests, encumbrances or other claims (including any loans), except where such claim is fully and accurately disclosed by the Seller to the Buyer in the VSA or otherwise in writing;
- the odometer reading on the Vehicle is true, accurate and not misleading and has not been altered, amended or tampered with at any time;
- there are no court orders, legal claims or proceedings, whether alleged, claimed or otherwise, against the Vehicle (including by the estate of a deceased person) or against the Seller which may affect the Seller’s ability to fulfil its obligations under the VSA or these Terms; and
- any Vehicle reports that relate to the maintenance and reliability of the Vehicle are true, accurate and not misleading to the best of the Seller’s knowledge having made reasonable enquiries.
The Buyer may, at its sole discretion, elect to purchase a Vehicle whilst it is still subject to an outstanding bank loan or financing. Where this is the case, the purchase by the Buyer of the Vehicle shall be conditional upon:
- the Buyer being able to verify the outstanding bank loan or financing with the relevant bank or financial institution;
- the Vehicle being capable of being legally transferred upon clearance of the outstanding bank loan or financing (including the agreeing of any required release letter);
- the outstanding bank loan or financing being capable of being discharged by Buyer or the Seller; and
- The Seller and the Buyer agreeing a mutually acceptable reduction to the sale price of the Vehicle (the Sale Price) to account for the outstanding bank loan or financing, and any fees and charges in relation thereto.
- The agreed Sale Price to be received by the Seller for the Vehicle by a Buyer is set out the VSA. Save as otherwise agreed in writing by ECB, no variation to the Sale Price shall be accepted by ECB.
- The Sale Price excludes any governmental fees, duties or taxes required to procure the sale or transfer of the Vehicle from the Seller to the Buyer, which shall be borne solely by the Seller (unless waived by the Buyer, at its sole discretion) and paid directly to the relevant governmental authority. The Seller shall indemnify, and keep indemnified, ECB and the Buyer from and against any such fees, duties or taxes.
- Payment of the Sale Price by ECB to the Seller, whether on behalf of the Seller or in ECB’s private capacity as per paragraphs 1.5.1 and 1.5.2 above, may be made, at the ECB’s sole discretion, in cash, cheque or via bank transfer to a bank account of the Seller in the UAE. The Seller agrees to provide ECB, a Non-Tax Receipt as confirmation for the amount they have received for the vehicle in the form of signing the VSA detailing the amount paid. In certain cases, should the Seller be willing, the Seller may authorise ECB in writing, to sign the Non-Tax Receipt on the Seller’s behalf as their Disclosed Agent.
- In case of payment by way of: (i) cash or cheque, payment shall be released to the Seller for collection at ECB’s office within one day; and (ii) bank transfer, payment shall be remitted to the bank account nominated by the Seller within one day, following the later of: (a) completion of transfer of title to the Vehicle in accordance with paragraph 7.4; and (b) any outstanding bank loan or financing relating to the Vehicle being discharged, whether pursuant to paragraph 9 or otherwise.
TAXES / VAT
- The Sale Price shall be inclusive of any value added tax, sales tax or any equivalent tax (“VAT”).
- In the course of providing the Services, or in the course of complying with the VSA and these Terms, the Seller may submit and/or ECB may require the Seller to submit information and personal or sensitive data to ECB through the Platform or by other methods.
- The Seller consents to ECB disclosing such information and personal data where ECB is required to do so in order to comply with applicable law, or where otherwise requested or required by any governmental or regulatory body, including the UAE Federal Tax Authority and any Licensing Authority.
SELLER RELEASE INDEMNITY
The Seller shall indemnify, and keep indemnified, ECB, its affiliates and their respective officers, directors, employees, representatives, and agents from and against any losses, damages, liability, costs (including legal fees) and expenses incurred by the ECB as a result of or in connection with: (i) the Seller’s breach of any of the Seller’s obligations under the VSA or these Terms; (ii) the representations and warranties provided by the Seller pursuant to paragraphs 4 and 8.1, or any other information provided by the Seller to ECB or a Buyer pursuant to the VSA or these Terms, being untrue or misleading; (iii) any injury to or sickness, disease or death of any person engaged by ECB, the relevant Buyer and/or any third party, or any loss of or damage to any property of ECB, the relevant Buyer and/or any third party, incurred pursuant to paragraph 5; and (iv) the Vehicle being in the possession of ECB or the Buyer prior to transfer of title in accordance with paragraph 7.4.
- The Seller shall keep confidential all commercial, financial or technical information, plans, know-how or trade secrets of ECB or its affiliates which is obviously confidential or has been identified as such, or which is developed by ECB in performing its obligations under, or otherwise pursuant to, the VSA or these Terms.
- The provisions of paragraph 14.1 shall not apply to: (i) any information which was in the public domain at the date of the VSA; (ii) any information which comes into the public domain subsequently other than as a consequence of any breach of the VSA or any related agreement; or (iii) any disclosure required by law or a regulatory authority or otherwise by the provisions of the VSA.
The Seller shall, at the request of ECB and at the Seller’s own cost, do all acts and execute all documents which are necessary to give full effect to the VSA.
ECB reserves the right to change, update or amend these Terms at any time at its sole discretion. The latest version of these Terms shall be available at https://expatcarbuyers.com. Any change will be effective upon the Seller notifying the Buyer of such change (including via email). The Seller shall be responsible for reviewing such changes and the Seller’s continued use of the Services shall constitute acceptance of such changes. Should the Seller not agree to such changes, the Seller shall not continue to use the Services and shall notify ECB immediately.
Each party acknowledges that he or she has had sufficient opportunity to read and understand the VSA and these Terms and to consult with a legal counsel if so required.
WAIVER, SEVERABILITY & ASSIGNMENT
- ECB’s failure to enforce a provision is not a waiver of its right to do so later. If a provision is found unenforceable, the remaining provisions of these Terms shall remain in full effect and an enforceable term shall be substituted reflecting our intent as closely as possible.
- The Seller shall not assign, subcontract or encumber any right or obligation under the VSA or these Terms, in whole or part, without ECB’s prior written consent.
- ECB may any time assign, subcontract, transfer, mortgage, charge, declare a trust of or deal in any other manner with any or all of its rights under the VSA or these Terms, provided that ECB gives prior written notice to the Seller of the assignment or transfer.
TERM AND TERMINATION
- The VSA shall commence on the date on which it is signed by both parties and shall continue until terminated in accordance with these Terms.
- ECB may terminate the VSA or these Terms for convenience by giving not less than ten days’ notice to the Seller. ECB may terminate the VSA immediately by giving notice to the Seller in the event of: (i) any breach by the Seller of its obligations set out herein; or (ii) following an inspection carried out pursuant to the paragraph 5, where ECB determines in its sole discretion that it does not wish to continue providing the Services.
- Termination of the VSA or these Terms shall not affect any accrued rights and liabilities of the Supplier at any time up to the date of termination. On the termination of the VSA the Seller shall return the full amount of the Sale Price to ECB immediately.
- Upon termination of the VSA or these Terms, if the Vehicle is in the possession of ECB and title has not transferred to the Buyer, the Seller shall return the full amount of the Sale Price to ECB and thereafter immediately collect the Vehicle from ECB. Should the Seller not immediately collect the Vehicle, ECB reserve the right to charge the Seller costs for all reasonable related costs and expenses.
ECB shall have the right, by giving notice to Seller, to suspend all or part of the Services: (i) as a result of any breach of these Terms by the Seller or any error or omission of the Seller; or (ii) to suit the convenience of the ECB.
- Neither party shall be liable to the other if they are delayed in or prevented from performing their obligations due to any event or sequence of events beyond such party’s reasonable control (“Force Majeure”), provided that it: (i) promptly notifies the other of the Force Majeure event and its expected duration; and (ii) uses all reasonable endeavours to minimise the effects of that event.
- If, due to Force Majeure, a party: (i) is or shall be unable to perform a material obligation; or (ii) is delayed in or prevented from performing its obligations for a continuous period exceeding fifteen days, the other party may, within thirty days, terminate the VSA or these Terms on immediate notice.
The VSA and these Terms (as applicable) set forth the entire agreement between the parties with regard to the subject matter hereof and supersede and replace any other prior or contemporaneous agreements, or terms and conditions applicable to the subject matter of the VSA and these Terms.
This Agreement shall be recognized in English only. If there is a conflict between the original English language and any translation of this Agreement, the original English shall prevail.
Any notice under these Terms or the VSA shall be in writing, in English and delivered by hand, sent by an international pre-paid courier services or sent via email to the relevant address or email address set out in the VSA or as otherwise notified to the other party from time to time. ECB’s address and email address for the purpose of this paragraph 24 is:
Address: Sheikh Zayed Road, Al Asmawi Building, Office no 17, Dubai, United Arab Emirates
GOVERNING LAW AND JURISDICTION
- These Terms and the VSA shall be governed by the law of the Dubai International Financial Centre (“DIFC”).
- Any controversy or claim arising out of or relating to VSA or the validity, inducement, or breach hereof (each such controversy or claim is hereinafter referred to as a “Dispute”), shall be settled exclusively by the courts of the DIFC.