The RepoDepo Connect website (the “Site”) is provided and hosted by Manheim Auto Auctions Company (“Manheim”) for 2270317 Ontario Inc., carrying on business as RepoDepo (hereinafter, “RepoDepo”), together with “Manheim”, “us” or “we”). These Terms and Conditions, together with any other policies posted on the Site and any proof of purchase issued to you, will govern your use of the Site and any Vehicle purchase or other transaction that may take place on or through the Site. These Terms and Conditions benefit RepoDepo, Manheim, and their respective subsidiaries, affiliates, and representatives. As used in these Terms and Conditions, (i) “you” or “your” refers to you as a user of the Site and to the dealership of which you are an authorized representative and that meets the Eligibility Requirements set out in Section 2 below (“Dealership”); (ii) “buyer” refers to you and any other RepoDepo dealer purchasing a vehicle listed on the Site (each, a “Vehicle”); and (iii) “Terms and Conditions” refers to these Terms and Conditions.
By clicking your acceptance of these terms when logging into your account on the Site, by purchasing on the Site, and/or by otherwise using or accessing the Site, you are certifying to us that (i) you are an authorized representative of a Dealership, (ii) the authorizations and agreements below are being made in your representative capacity for and on behalf of Dealership, and (iii) you agree to be bound by these Terms and Conditions. These Terms and Conditions are legally binding, with the same legal effect as a signed, written agreement entered into with us.
Updates and Modifications. We may update or modify these Terms and Conditions from time to time by posting an updated or modified version of the Terms and Conditions to the Site. It is your responsibility to regularly check and monitor the Site for any updates or modifications to the Terms and Conditions. By continuing to use or access the Site or any related services following posting of any updates or modifications to the Terms and Conditions, you agree to be bound by such updates or modifications.
Eligibility Requirements. To be eligible to participate in auctions conducted through the Site, you must: (i) be a registered dealer with Manheim; and (ii) have purchased a minimum of 5 units in-lane at Manheim or Adesa auctions in Canada in the past year.
Vehicle Purchases. Each Vehicle is being offered for sale by RepoDepo on behalf of a certain creditor client seller. It is your responsibility to verify all Vehicle information prior to bidding or purchasing. Vehicles being sold in an auction will be sold to the highest bidder, unless a legal or other reason emerges which prevents the sale or the Vehicle’s designated reserve price has not been met, in which case RepoDepo reserves the right to end the auction and take any action it deems appropriate in its sole discretion, including, but not limited to: (i) accepting the highest bid submitted; (ii) making a counteroffer to the highest bidder; (iii) relisting the Vehicle; or (iv) removing the Vehicle from the Site entirely. Liberty for seller bidding is reserved. By clicking on “Place Bid” or any similar button in any Vehicle listing, you are committing to purchase the listed Vehicle at the designated price in accordance with these Terms and Conditions. All Vehicles are sold “as is” and without any warranty, either express or implied, except as otherwise specifically noted on the Site with respect to a particular Vehicle. All purchases are final and cannot be canceled. In the event you fail to complete the sale or take possession of any Vehicle you have won, we may, in our sole discretion: (a) cancel the transaction and resell the Vehicle; (b) arrange for the transport and delivery of the Vehicle using a carrier of our choosing (at Dealership’s expense if the dealer is at fault); (c) terminate or suspend Dealership’s account or buying privileges on the Site; and/or (d) pursue any other remedies available in law or in equity. Any issues or disputes you raise involving a Vehicle listed or purchased on the Site will be resolved exclusively through the arbitration process described in Section 7 below.
We reserve the right to void or cancel any Vehicle purchase or other transaction that may take place on or through the Site (even if the Vehicle has been delivered or a gate pass or other release document has been issued). In the event that a Vehicle purchase or other transaction is voided or canceled by us, you agree to promptly return the applicable Vehicle to the designated auction location and to cooperate with us in unwinding or canceling the transaction.
Dealer Account. Once you have registered your account on the Site, you will access the Site using a unique username and password administered through the AuctionACCESS® registration system. The AuctionACCESS® number and other registration information assigned to Dealership during the AuctionACCESS® registration process will be linked to Dealership’s account and used for purchases made by Dealership and its authorized representatives on the Site. You are responsible for protecting your username, password, and AuctionACCESS® number, and Dealership is fully responsible for all purchases and other activities that are made or initiated using your account or your credentials (including, without limitation, any purchases or other activities made or initiated by any person that is designated as an “Authorized Representative” or “Authorized User” of Dealership in the AuctionACCESS® system). Dealership unconditionally guarantees to fulfill all purchases and other transactions initiated using any Dealership account or initiated by an appointed Dealership representative on the Site.
Proxy Bidding. The Site may allow you to place automatic proxy bids. When you place a proxy bid, you specify in advance your “Max Bid” for a particular Vehicle. The system will then automatically bid on the chosen Vehicle for you in the bidding increment indicated on the listing, up to your specified “Max Bid”. Proxy bids are confidential and will not be known to other bidders. Sometimes there may be multiple “Max Bids” for a Vehicle in the same amount. In these cases, the Site will submit the bids of the competing bidders back and forth in the bidding increment indicated in the listing. Provided the Vehicle’s reserve price is met, the bidder who placed the “Max Bid” first wins the auction.
Vehicle Description and Condition. Vehicles listed on the Site may have been assigned a condition score or similar rating based on the overall estimated condition of the Vehicle. Such scores and ratings, and all other Vehicle descriptions and images on the Site, are provided solely for the convenience of the buyer and should be verified by your own inspection upon receipt of the Vehicle. It is your responsibility to promptly inspect each Vehicle you purchase and ensure that any missing equipment, undisclosed damage, or other issues are acknowledged, and that any claim for arbitration is commenced within the permitted time period. We make no representation, warranty, or guaranty of any kind or nature regarding the accuracy or completeness of any condition score, report, or rating or any other description or image of any Vehicle that appears on the Site.
Arbitration Process. Any issues or disputes you raise involving a Vehicle purchased on the Site, or the transportation of any such Vehicle by us, will be resolved exclusively through binding internal arbitration conducted in accordance with a process established and administered by Manheim in its sole discretion. To initiate a claim for arbitration, you must contact the facilitating Manheim auction location.
Payments; Transfer of Title. Upon winning an auction, you will receive a purchase confirmation containing the details of the sale and a detailed invoice itemizing any taxes and fees applicable to your purchase, including, without limitation, the buy fee. All payments will be handled through Manheim Auto Auctions. Title to a Vehicle will only pass to the buyer once we (or our designated payment facilitator) have received the full amount of the invoice in good funds. Total payment for all Vehicle purchases is due no later than twenty-four (24) hours after the sale. Payments must be made by check, by wire transfer, or by using an approved floor plan line of credit with sufficient availability to cover the full payment amount.
Vehicle Transportation. You may arrange for delivery of your Vehicle by contacting the Manheim auction facility where your Vehicle is located or you may pick up your Vehicle(s) in person at the auction facility. Regardless of whether Manheim arranges for transportation of your Vehicle, we are not liable for theft, conversion, loss, injuries, damage, claims, expenses (including legal fees), suits, or demands related to such Vehicle (collectively, "Transportation Claims"), howsoever caused and to whomever caused. Such Vehicle is being transported for you and at your request, and you assume all risks associated with the transportation of your Vehicle. You further acknowledge and agree that your only recourse or remedy for Transportation Claims, if any, shall be to and against the third-party carrier, its insurer, your own insurer, or the third-party that caused the alleged damage, and not to, against, or involving us. You must present your purchase confirmation when picking up your Vehicle.
Disclaimer of Warranties. You acknowledge and agree that we are merely making the Site available to you as a convenience, and that we make no representation, warranty or guaranty of any kind or nature with respect to any Vehicle (including any odometer reading) or any transaction that takes place on or through the Site, or regarding the availability or functionality of the Site (and all such representations, warranties, and guaranties are expressly disclaimed by us).
Intellectual Property. You acknowledge and agree that you have no right to or interest in any intellectual property rights in the Site or any of its underlying technology. The Site shall not be used for any purpose except to bid on and purchase Vehicles in accordance with these Terms and Conditions. You agree not to copy, duplicate, reproduce, modify, translate, reverse engineer, decompile, or disassemble the Site or any of its underlying technology or intellectual property or engage in any activity with respect to the Site prohibited herein.
Our Right to Discontinue or Modify. You acknowledge and agree that we retain the right to cease doing business with you (or any of your agents or representatives) or with any other dealer at any time and for any reason, and may discontinue the Site or your ability to purchase Vehicles or continuing use of the Site at any time and for any reason. You further agree and acknowledge that the Site, the RepoDepo Auction Program conducted through the Site, and all associated features, definitions, requirements, and elements may be substituted or withdrawn by us in our sole discretion. We may change, suspend or discontinue any aspect of this Site or service at any time. We reserve the right to change system configurations, product specifications, upgrades, pricing, layouts, options and any other specifications at any time without notice. We may also impose limits or restrictions on certain services, features or content or restrict your access to parts or all of this Site without notice or liability.
Dealer Resale Certification. By purchasing a Vehicle on the Site, you are certifying to us that the Vehicle is being purchased for resale in the ordinary course of your business, that you hold all necessary state/provincial sales tax exemption certificates and similar documents, that you will pay any taxes or tariffs due related to the Vehicle, and that you will provide to your resale purchaser, retail or otherwise, all disclosures required by applicable law.
Pricing and Sales Data. All pricing and sales data that is displayed or otherwise made available on the Site is confidential (including, without limitation, the minimum bid and sale prices for individual Vehicles listed on or sold through the Site) and shall not be used or displayed for any purpose except as contemplated by these Terms and Conditions. By using and accessing the Site, you agree to keep all such pricing and sales data confidential, and you agree not to disclose or otherwise make available such pricing or sales data to any other person or entity. You are also expressly prohibited from providing or disclosing your log-in credentials for the Site to any person or entity, other than employees of your Dealership that are authorized to make purchases and transact business on or through the Site. Your failure to adhere to the confidentiality and use restrictions contained herein shall constitute a breach of these Terms and Conditions and may result in a suspension or termination of Dealership’s account.
This Site is Provided "As Is" and We Disclaim All Warranties. This Site, including all content, software and functions made available on, accessed through or in connection with this Site, is provided "as available" and on an "as is, where is" basis. To the fullest extent permissible by law, we make no representations or warranties of any kind as to the content, software or functions made available on, accessed through or in connection with this Site, for any products or services or links to third parties or for any breach of security associated with the transmission of sensitive information through this Site or any linked site. WE DISCLAIM ANY EXPRESS OR IMPLIED WARRANTIES, REPRESENTATIONS OR CONDITIONS, INCLUDING, WITHOUT LIMITATION, NON-INFRINGEMENT, QUIET ENJOYMENT, QUALITY OF INFORMATION, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. This includes loss of data or profit arising out of the use or the inability to use the content of this Site, even if one of our representatives has been advised of the possibility of your damages. WE DO NOT WARRANT THAT ANY CONTENT, SOFTWARE OR THE FUNCTIONS MADE AVAILABLE ON, ACCESSED THROUGH OR IN CONNECTION WITH THIS SITE WILL BE UNINTERRUPTED OR ERROR FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THIS SITE OR THE SERVER THAT MAKES IT AVAILABLE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE WILL NOT BE LIABLE FOR DIRECT, INDIRECT, PUNITIVE OR SPECIAL DAMAGES RELATED TO YOUR USE OF THIS SITE. Some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages. In such jurisdictions, our liability is limited to the greatest extent permitted by law.
Indemnification. You agree to indemnify and hold harmless RepoDepo, Manheim, and their respective subsidiaries, affiliates, shareholders, members, directors, officers, employees, and representatives, from and against any and all claims, judgments, damages, penalties, losses, expenses (including reasonable attorneys’ fees) and other liabilities that arise out of or relate to (a) your use of the Site; (b) any Vehicle purchase or other transaction that you may initiate or be involved with on the Site; (c) any use or subsequent sale of a Vehicle that you have purchased on the Site after you or other representative has taken possession of the Vehicle; or (d) your breach or violation of any of these Terms and Conditions.
LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES WILL WE BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY DAMAGES OR OTHER LOSSES ARISING OUT OF YOUR USE OF OR RELIANCE ON THE SITE OR ANY CONTENT AVAILABLE ON OR THROUGH THE SITE. UNDER NO CIRCUMSTANCES WILL WE OR ANY OF OUR RESPECTIVE SUBSIDIARIES, AFFILIATES, SHAREHOLDERS, MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES, OR REPRESENTATIVES (EACH, A “SELLER PARTY” AND, COLLECTIVELY, “THE SELLER PARTIES”) BE LIABLE TO YOU FOR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY, OR SIMILAR DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST REVENUES OR PROFITS, OR DAMAGES FOR LOSS OF BUSINESS), EVEN IF ONE OR MORE SELLER PARTIES ARE ADVISED BEFOREHAND OF THE POSSIBILITY OF SUCH DAMAGES. Some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages. In such jurisdictions, our liability is limited to the greatest extent permitted by law.
Prohibited Uses. You may only use the Site for lawful purposes and in accordance with these Terms and Conditions. You agree not to (a) use the Site in any manner that could disable, overburden, damage, or impair the Site, or interfere with any other party’s use of the Site, including their ability to engage in real time activities through the Site; (b) use any automated means or process (including any robot, spider, or other automatic device) to monitor, copy, collect, or index any information contained on the Site and/or to interact with the Site’s functionality for any purpose, including, but not limited to, bidding, buying, or setting up accounts; (c) use any device, software, or routine that interferes with the proper working of the Site; (d) use the Site to gather email addresses for purposes of spamming or any other unauthorized activity; (e) introduce any viruses, Trojan horses, worms, logic bombs, or other material which is malicious or technologically harmful; (f) attempt to gain unauthorized access to, interfere with, damage, or disrupt any part of the Site, the server on which the Site is stored, or any server, computer, or database connected to the Site; (g) attack the Site via a denial-of-service attack or a distributed denial-of-service attack; or (h) otherwise attempt to interfere with the proper working of the Site. We reserve the right to deny access to the Site, or any service or feature provided thereunder (or related thereto) to anyone who violates these Terms and Conditions or who, in our judgment, interferes with the ability of others to enjoy the Site, or infringes the rights of others.
Remedies for Misuse. You agree that any unauthorized use of this Site or its contents or any breach of these Terms and Conditions may cause us immediate and irreparable harm for which money damages may not constitute an adequate remedy. You agree that we may, with or without cause, immediately terminate your access to this Site without prior notice. You further agree that injunctive relief, in addition to any other remedies available, may be warranted in order to enforce these Terms and Conditions. You further understand that unauthorized use of this Site may expose you to civil and criminal liability and that we may report violations of these Terms and Conditions to and cooperate fully with the appropriate law enforcement authorities concerning any violations hereof.
If We Provide a Link, We Do Not Necessarily Endorse a Third Party. We reserve the right to terminate a link to a third party web site at any time. The fact that we provide a link to a third party web site does not mean that we endorse, adopt, authorize or sponsor that web site. It also does not mean that we are affiliated with the third party web site’s owners or sponsors.
If a Third Party Links to This Site, It Is Not an Endorsement. If a third party links to this Site, it is not necessarily an indication of an endorsement, adoption, authorization, sponsorship, affiliation, joint venture or partnership by or with us. In most cases, we are not aware that a third party has linked to this Site. A web site that links to this Site: • may link to, but not replicate, our content; • may not create a browser, a border environment or frame our content; • may not imply that we are endorsing it or its products; • should not misrepresent its relationship with us; • should not present false information about our products or services; and • should not contain content that could be construed as distasteful, offensive or controversial, and should contain only content that is appropriate for all age groups.
By Providing Content, We Do Not Allow You to Use Our Trademarks. The trademarks, service marks, trade names and logos used and displayed on this Site are our registered and unregistered trademarks. Nothing on this Site should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any trademark, without our written permission. We aggressively enforce our intellectual property rights. The names “Manheim” and/or “Repo Depo” or any of our respective logos, company names, trademarks, servicemarks, product names, etc., may not be used in any way, including in advertising or publicity pertaining to distribution of materials on this Site, without prior written permission. You may not use any metatags or any other "hidden text" utilizing the Manheim or Repo Depo names or trademarks without the express written consent of Manheim or Repo Depo, as applicable. You are not authorized to use our logos as a hyperlink to this Site unless you obtain our written permission in advance. ALL OTHER TRADEMARKS, SERVICE MARKS, AND TRADE NAMES ARE THE PROPERTY OF THEIR RESPECTIVE COMPANIES. WE DISAVOW ANY PROPRIETARY INTEREST OR CLAIMS IN THE MARKS OF OTHER COMPANIES OR CORPORATIONS.
All Content on This Site Is Copyrighted. All content included on this Site, including any materials, documents, text, designs, graphics, logos, images, audio and video ("Content") is our property or that of our suppliers, and is protected by Canadian, United States and international copyright laws. The compilation of all Content on this Site is exclusively our property and protected by Canadian, United States and international copyright laws. You may not inline, frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout or form) without our prior express written permission.
You Must Obey Local Laws in Accessing This Site. This Site is controlled by us from our offices within Canada. We make no representation that content or materials on this Site are appropriate or available for use in other jurisdictions. Access to this Site content or materials from jurisdictions where such access is illegal is prohibited. If you choose to access this Site from other jurisdictions, you do so at your own initiative and are responsible for compliance with applicable local laws. We are not responsible for any violations of law. You may not use or export the materials on this Site in violation of export laws and regulations.
You Are Bound by Changes in these Terms and Conditions. We may at any time revise these Terms and Conditions by updating this posting. By using this Site, you agree to be bound by any such revisions and should therefore periodically visit this page to determine the then current terms and conditions to which you are bound. Certain provisions of these Terms and Conditions may be superseded by other legal notices or terms located on parts of this Site.
Third Parties May Have Rights Under This Agreement. Some of the provisions of this agreement are for the benefit of us and our officers, directors, employees, agents, licensors and suppliers. Each of these individuals or entities shall have the right to assert and enforce those provisions directly against you on its own behalf.
No Class Actions. To the fullest extent permitted by applicable law, you agree that any and all disputes, claims and causes of action you may have in connection with or related to this Site or these Terms and Conditions will be resolved individually, without resort to any form of class action.
WAIVER OF INJUNCTIVE RELIEF. IF YOU CLAIM THAT YOU HAVE INCURRED ANY LOSS, DAMAGES, OR INJURIES IN CONNECTION WITH YOUR USE OF THIS SITE, THEN THE LOSSES, DAMAGES, AND INJURIES WILL NOT BE IRREPARABLE OR SUFFICIENT TO ENTITLE YOU TO AN INJUNCTION OR TO OTHER EQUITABLE RELIEF OF ANY KIND. THIS MEANS THAT, IN CONNECTION WITH YOUR CLAIM, YOU AGREE THAT YOU WILL NOT SEEK, AND THAT YOU WILL NOT BE PERMITTED TO OBTAIN, ANY COURT OR OTHER ACTION THAT MAY INTERFERE WITH OR PREVENT THE DEVELOPMENT OR EXPLOITATION OF ANY WEB SITE, CONTENT, PRODUCT, SERVICE, OR OTHER INTELLECTUAL PROPERTY OWNED, LICENSED, USED OR CONTROLLED BY MANHEIM OR REPO DEPO.
A. General: These Terms and Conditions will be governed and construed in accordance with the internal laws of the province of Ontario, without regard to its conflict of laws rules, and any dispute that you may have against us or any of our respective subsidiaries, affiliates, or representatives arising from your use of the Site or any transaction that may take place on or through the Site shall, to the extent not subject to binding arbitration under Section 7, be subject to the exclusive jurisdiction of the courts located in Toronto, Ontario. RepoDepo and Manheim are direct parties to and beneficiaries of these Terms and Conditions and shall have the right to enforce these Terms and Conditions either independently or collectively. These Terms and Conditions represent the entire agreement between you and us regarding the subject matter hereof. In the event of any conflict between these Terms and Conditions and any other policy posted on the Site or proof of purchase issued to you, these Terms and Conditions will control.
B. Severability; Interpretation. If any provision of these Terms and Conditions is for any reason deemed invalid, unlawful, void, or unenforceable by a court or arbitrator of competent jurisdiction, then that provision will be deemed severable from these Terms and Conditions, and the invalidity of the provision will not affect the validity or enforceability of the remainder of these Terms and Conditions (which will remain in full force and effect). To the extent permitted by applicable law, you agree to waive, and you hereby waive, any applicable statutory and common law that may permit a contract to be construed against its drafter.
C. Communications. When you communicate with us electronically, such as via e-mail, you consent to receive communications from us electronically. Please note that we are not obligated to respond to inquiries that we receive. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
D. Investigations; Cooperation with Law Enforcement; Termination; Survival. We reserve the right, without any limitation, to: (i) investigate any suspected breaches of these Terms and Conditions, (ii) involve and cooperate with law enforcement authorities in investigating any matters, (iii) prosecute violators of these Terms and Conditions, and (iv) discontinue this Site, in whole or in part, or terminate your access to it, in whole or in part, including any user accounts or registrations, at any time, without notice, for any reason and without any obligation to you or any third party. Any suspension or termination will not affect your obligations to Repo Depo or Manheim under these Terms and Conditions. Upon suspension or termination of your access to this Site, or upon notice from Repo Depo or Manheim, all rights granted to you under these Terms and Conditions will cease immediately, and you agree that you will immediately discontinue use of this Site. The provisions of these Terms and Conditions, which by their nature should survive your suspension or termination will survive, including the rights and licenses you grant to Repo Depo and/or Manheim in these Terms and Conditions, as well as the indemnities, releases, disclaimers, and limitations on liability and the provisions regarding jurisdiction, choice of law and no class action. E. Assignment. We may assign our rights and obligations under these Terms and Conditions, in whole or in part, to any party at any time without any notice. These Terms and Conditions may not be assigned by you, and you may not delegate your duties under them, without the prior written consent of an officer of Repo Depo and Manheim. F. No Waiver. Except as expressly set forth in these Terms and Conditions, (i) no failure or delay by you or us in exercising any rights, powers, or remedies under will operate as a waiver of that or any other right, power, or remedy, and (ii) no waiver or modification of any term of these Terms and Conditions will be effective unless in writing and signed by the party against whom the waiver or modification is sought to be enforced.