TERMS AND CONDITIONS

IMPORTANT — PLEASE READ CAREFULLY

These Terms and Conditions govern your access to and use of the Marketplace. By accessing, browsing, registering on, or using this website in any way, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions. If you do not agree to these Terms and Conditions, do not use the Marketplace.

1. DESCRIPTION OF THE MARKETPLACE

1.1 This website (the “Marketplace”) is an online marketplace operated by Tool Room Trader ABN: 76 698 060 570 (the “Operator”) for the purpose of facilitating the listing and sale of used engineering equipment between sellers and buyers located in Australia and internationally.

1.2 The Marketplace provides prospective buyers with access to listings of used engineering equipment submitted by sellers, together with information, quality assurance reports, and other materials relating to listed equipment. The Operator facilitates the transaction process between sellers and buyers but does not itself buy, sell, own, hold title to, or take possession of any equipment listed on the Marketplace, except where the Operator elects to list equipment that it owns in its own right, in which case the Operator acts as a seller in respect of those listings only and is subject to the same obligations as any other seller under these Terms..

1.3 Unless expressly stated otherwise, any features, tools, content, or services added to the Marketplace from time to time are subject to these Terms and Conditions (“Terms”),.

2. ACCEPTANCE OF TERMS

2.1 By accessing or using the Marketplace, you agree to be bound by these Terms together with any additional policies or guidelines referenced herein, including any Privacy Policy. These Terms constitute a binding legal agreement between you and the Operator.

2.2 If you are accessing or using the Marketplace on behalf of a company, business, or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms, and references to ‘you’ in these Terms include both you individually and any associated entity.

2.3 You must be at least eighteen (18) years of age to access or use the Marketplace. By using the Marketplace, you represent that you are eighteen (18) years of age or older and have the legal capacity to enter into a binding contract.

2.4 The Operator reserves the right to update, vary, or replace these Terms at any time. Continued use of the Marketplace following any such update constitutes acceptance of the updated Terms.

3. ELIGIBILITY AND REGISTRATION

3.1 Use of certain features of the Marketplace may require registration. By registering, you agree to provide true, accurate, current, and complete information as requested and to update such information as required to maintain its accuracy.

3.2 You are solely responsible for maintaining the confidentiality of your account credentials and for all
activities that occur under your account. You must notify the Operator immediately of any unauthorised use of your account or any other breach of security.

3.3 The Operator reserves the right to refuse registration, suspend, or terminate any account at its discretion, including for breach of these Terms.

3.4 You must not create more than one account or create an account on behalf of another person without their explicit authorisation.

4. ROLE

4.1 The Operator acts as an intermediary to facilitate transactions between sellers and buyers. The Operator’s role is limited to:

• publishing and managing equipment listings on the Marketplace on behalf of sellers;
• managing initial buyer inquiries and maintaining buyer-seller separation until completion of a transaction;
• providing buyers with equipment information and Quality Assurance (QA) Reports where available;
• coordinating physical inspections of equipment where permitted under these Terms; and
• facilitating the administrative and logistical steps required to bring a transaction to completion.

4.2 The Operator is not a party to any contract for the sale of equipment entered into between a seller and a buyer through the Marketplace. The sale contract is formed directly between the seller and the buyer.

4.3 Nothing in these Terms or in any dealings through the Marketplace creates a relationship of agency, employment, partnership, or joint venture between the Operator and any seller or buyer.

4.4 The Operator does not take ownership of, take delivery of, or hold title to any equipment listed on the Marketplace at any time, except in respect of any equipment that the Operator itself lists for sale as seller in accordance with clause 4.6.

4.5 The Operator has no authority to bind any seller or buyer to any sale terms, accept any offer on a seller’s behalf, or make any representation or warranty in respect of any equipment on a
seller’s behalf.

4.6 The Operator may, from time to time, list equipment on the Marketplace that it owns in its own right (“Operator Equipment”). Where the Operator lists Operator Equipment the parties acknowledge and agree that:-
(a) the Operator acts as seller only in respect of that listing and not as intermediary;
(b) the Operator is subject to the same seller obligations set out in clause 5 as any other seller;
(c) the contract of sale in respect of Operator Equipment is formed directly between the Operator as seller and the relevant buyer; and
(d) the Operator’s role as intermediary and the protections and limitations set out in clauses 4.1 to 4.5 and 13 continue to apply in full in respect of all other equipment listed on the Marketplace by other sellers.

5. SELLER OBLIGATIONS AND LISTING RULES

5.1 By listing equipment on the Marketplace, a seller represents and warrants that:

• the seller is the legal owner of the equipment or has full legal authority to sell it;
• there are no encumbrances, liens, security interests, or third-party claims over the equipment that would prevent or restrict the transfer of clear title to a buyer;
• all information provided in connection with a listing (including description, photographs, hours/usage, and condition) is accurate, complete, and not misleading or deceptive;
• the equipment is legally available for sale in Australia and complies with all applicable laws and regulations;
• any applicable Personal Property Securities Register (PPSR) interests have been or will be discharged prior to completion of a sale;
• the seller has the authority to enter into a transaction through the Marketplace and to execute any related agreements required by the Operator; and
• it agrees to pay the Operator any commission that has been agreed to between the Operator and the Seller and subject to any separate agreement.

5.2 Sellers must promptly notify the Operator of any material change in the condition of the listed equipment, any change in ownership, or any other matter that may affect the accuracy of a listing or the ability to complete a sale.

5.3 Sellers must not:

• list equipment that is not genuinely available for sale;
• provide false, inaccurate, misleading, or deceptive information about any equipment;
• copy or reproduce descriptions, photographs, or other content from third-party listings or sources without authorisation;
• list more than one piece of equipment per listing unless expressly agreed with the Operator;
• list equipment for hire, lease, or any arrangement other than outright sale. unless expressly agreed in writing with the Operator;
• list counterfeit, stolen, or unlawfully acquired equipment; or
• take any action to circumvent the Operator’s role as intermediary or to facilitate direct contact between the seller and a buyer introduced by the Operator.

5.4 The Operator reserves the right to refuse, remove, edit, or suspend any listing at its sole discretion, including where it reasonably believes the listing breaches these Terms, applicable law, or the standards of the Marketplace, with or without prior notice to the seller.

5.5 The seller is solely responsible for all information it submits in connection with any listing, and for ensuring compliance with all applicable laws, regulations, and third-party rights in connection with the sale of any equipment.

6. BUYER OBLIGATIONS

6.1 By contacting the Operator or submitting any inquiry through the Marketplace in relation to any equipment, a buyer agrees to:

• engage in good faith with the Operator and with any transaction process;
• provide accurate and complete information when requested;
• comply with all directions of the Operator regarding the transaction process, including maintaining buyerseller separation until completion unless otherwise agreed;
• not contact the seller directly in a way that circumvents the Operator’s role as intermediary, unless expressly permitted by the Operator; and
• not submit a purchase inquiry for equipment that the buyer does not genuinely intend to purchase.
  equipment that the buyer does not
  genuinely intend to purchase.

6.2 Buyers acknowledge that it is their sole responsibility to conduct all due diligence in respect of any equipment prior to completing a purchase, including reviewing any available QA Reports, commissioning independent assessments, and verifying the accuracy of all listing information.

6.3 Buyers acknowledge that all equipment listed on the Marketplace is sold on an as-is, where-is basis and that neither the Operator nor the seller makes any representation or warranty as to the condition or fitness for purpose of any equipment, except as expressly agreed in writing.

6.4 Where a buyer is permitted to conduct a physical inspection of equipment, such inspection will only be permitted after payment of a deposit as agreed with the Operator in accordance with clause 9.

7. AS-IS, WHERE-IS NATURE OF SALES

7.1 All equipment listed on the Marketplace is sold on an as-is, where-is basis. This means:

• the equipment is sold in its current condition, at its current location, without any warranties or guarantees as to its condition, quality, fitness for purpose, merchantability, or suitability for any particular purpose;
• the buyer accepts all risk as to the condition and performance of the equipment from the time of completion of the sale; and
• the seller is not obliged to repair, recondition, or otherwise improve the equipment prior to or after sale.
  

7.2 The Operator does not represent or warrant the condition, quality, or fitness for purpose of any equipment listed on the Marketplace. Any information provided by the Operator regarding equipment (including QA Reports) is provided for the buyer’s convenience only and does not constitute a representation, warranty, or guarantee by the Operator.

7.3 To the maximum extent permitted by the Australian Consumer Law and other applicable legislation, all implied warranties and conditions in respect of any equipment are expressly excluded.

7.4 Nothing in these Terms excludes, restricts, or modifies any consumer guarantee or other right or remedy that cannot lawfully be excluded or limited under the Australian Consumer Law or any other applicable law.

8. QUALITY ASSURANCE REPORTS

8.1 The Operator may arrange for a QA inspection of listed equipment and provide the resulting QA Report to prospective buyers upon request

8.2 A QA Report reflects that party’s assessment of the equipment as at the date of the report. The Operator:

• makes no representation or warranty as to the accuracy, completeness, currency, or reliability of any QA Report;
• is not responsible for any error, omission, or inaccuracy in a QA Report; and
• the seller is not obliged to repair, recondition, or otherwise improve the equipment prior to or after sale.
  
  

8.3 A QA Report is provided to assist buyers in their due diligence and does not constitute a warranty or guarantee of the equipment’s condition. Buyers are encouraged to commission their own independent assessments in addition to any QA Report

8.4 The Operator is not liable for any loss or damage suffered by a buyer or any other person arising from reliance on a QA Report.

9. DEPOSITS AND PHYSICAL INSPECTIONS

 9.1 Where the Operator agrees, in its sole discretion, to permit a buyer to conduct a physical inspection of equipment, the following conditions apply:

• the buyer must pay a deposit in the amount specified by the Operator (“Deposit”) prior to any inspection being arranged;
• the Deposit is paid as a sign of genuine purchase intent and is not a guarantee of purchase;
• the Deposit is non-refundable if the buyer elects not to proceed with the purchase following a physical inspection, unless otherwise agreed in writing with the Operator;
• the physical inspection will take place at the equipment’s current location, as arranged by the Operator; and
• any inspection must be conducted by the buyer (or the buyer’s authorised representative) at the buyer’s own cost and risk.
  
  

9.2 If the buyer proceeds with the purchase following a physical inspection, the Deposit will be applied towards the Purchase Price at completion.

9.3 If the sale does not proceed for reasons attributable to the seller (including where the seller withdraws the equipment from sale or the seller is unable to provide clear title), the Deposit will be refunded to the buyer in full.

9.4 The Operator is not responsible for any injury, loss, or damage suffered by the buyer or any of the buyer’s representatives during or in connection with a physical inspection.

10. TRANSACTION PROCESS AND COMPLETION

10.1 All transactions through the Marketplace follow the process managed by the Operator, which may include:

• the buyer submitting an inquiry to the Operator regarding listed equipment;
• the Operator providing the buyer with equipment information and any available QA Report;
• the parties negotiating the Purchase Price and transaction terms through the Operator;
• where agreed, the buyer paying a Deposit and conducting a physical inspection;
• the seller and buyer entering into a sale agreement; and
• completion of the transaction, including payment of the Purchase Price and collection or delivery of the equipment.

10.2 Completion occurs when the Purchase Price is paid in full and the equipment is made available for collection or delivery by the buyer.

10.3 The Operator does not guarantee that any inquiry or negotiation will result in a completed transaction. Neither the Operator nor any party is bound to proceed with a transaction until a sale agreement has been executed by the seller and the buyer.

10.4 Buyers are responsible for arranging and bearing the cost of collection, transportation, and delivery of equipment following completion, unless otherwise agreed in writing

11. PAYMENT OF PURCHASE PRICE

11.1 All prices listed on the Marketplace are in Australian Dollars (AUD) and are exclusive of GST unless otherwise stated.

11.2 The method and timing of payment of the Purchase Price will be agreed between the seller and the buyer, as facilitated by the Operator. Payment terms will be specified in the sale agreement.

11.3 The Operator may, at its sole discretion, facilitate the collection and disbursement of the Purchase Price as part of the transaction process.

11.4 The Operator shall not be liable for any failure by a buyer to make payment or for any disputes arising between a seller and a buyer regarding payment.

12. PROHIBITED CONDUCT

12.1 All prices listed on the Marketplace are in Australian Dollars (AUD) and are exclusive of GST unless otherwise stated.

• submit false, misleading, or deceptive information in any listing, inquiry, or communication through the Marketplace;
• impersonate any person or entity or misrepresent your authority to act on behalf of any person or entity;
• use the Marketplace to advertise, promote, or facilitate any illegal activity;
• upload, transmit, or publish any content that infringes the intellectual property rights of any person;
• upload, transmit, or distribute any malware, viruses, or other harmful code;
• interfere with or disrupt the operation of the Marketplace or any server or network connected to it;
• engage in any conduct that is abusive, defamatory, harassing, threatening, or discriminatory towards any person;
• circumvent or attempt to circumvent the Operator’s role as intermediary, including by contacting a seller directly through information obtained from the Marketplace without the Operator’s consent;
• reproduce, copy, or redistribute any content from the Marketplace without the prior written consent of the Operator; or
• engage in any conduct that brings or is likely to bring the Marketplace or the Operator into disrepute

12.2 Breach of this clause may result in the immediate suspension or termination of your access to the Marketplace, removal of any associated listings or content, and legal action by the Operator or affected third parties.

12.3 You must not use the Marketplace in any way that violates any applicable law or regulation, including the Competition and Consumer Act 2010 (Cth) and the Australian Consumer Law.

13. LIMITATION OF LIABILITY

13.1 The Marketplace and its content are provided on an “as is” and “as available” basis. To the maximum extent permitted by law, the Operator makes no representation or warranty of any kind (whether express, implied, statutory, or otherwise) as to:

• the accuracy, completeness, currency, or reliability of any content, listing, or information published on the Marketplace;
• the condition, quality, fitness for purpose, or merchantability of any equipment listed on the Marketplace;
• the solvency, capacity, or reliability of any seller or buyer; or
• the availability, continuity, or security of the Marketplace.

13.2 To the maximum extent permitted by law, the Operator is not liable for any loss or damage of any kind (including direct, indirect, incidental, consequential, special, exemplary, or punitive loss or damage, loss of profit, loss of revenue, loss of data, or loss of opportunity) arising from or in connection with:

• your access to or use of (or inability to access or use) the Marketplace;
• the quality, condition, or fitness for purpose of any equipment purchased through the Marketplace;
• any representation made by a seller or buyer in connection with a transaction;
• the failure of any transaction to reach completion;
• any reliance on a QA Report or other information provided through the Marketplace;
• any physical inspection of equipment conducted by a buyer or the buyer’s representatives;
• any payment dispute between a seller and a buyer; or
• any error, interruption, or unavailability of the Marketplace;

13.3 Nothing in these Terms excludes, restricts, or modifies any consumer guarantee, warranty, or other right or remedy conferred by the Australian Consumer Law or any other applicable law that cannot lawfully be excluded or limited. Where the Operator’s liability cannot be excluded but can be limited, the Operator’s liability is limited to the remedies available under the Australian Consumer Law.

14. INDEMNITY

14.1 You agree to indemnify, defend, and hold harmless the Operator and his officers, employees, contractors, and agents from and against any and all claims, liabilities, losses, damages, costs, and expenses (including reasonable legal costs) arising from or in connection with:

• your use of or access to the Marketplace;
• any breach by you of these Terms;
• any information or content you submit to the Marketplace, including any listing information;
• any misrepresentation made by you in connection with any equipment or any transaction;
• any claim by a buyer or seller relating to equipment listed by you or a transaction facilitated through the Marketplace; or
• any infringement by you of any third-party intellectual property, privacy, or other rights.
  

14.2 This indemnity is in addition to, and does not limit or exclude, any other right or remedy available to the Operator.

15. INTELLECTUAL PROPERTY

15.1 All content on the Marketplace, including text, graphics, logos, images, and software, is the property of the Operator or its licensors and is protected by applicable intellectual property laws. You must not reproduce, copy, distribute, adapt, or otherwise exploit any such content without the prior written consent of the Operator.

15.2 By submitting content to the Marketplace (including listing descriptions and photographs), you grant the Operator a non-exclusive, royalty-free, perpetual, irrevocable, and worldwide licence to use, reproduce, publish, adapt, and distribute that content in connection with the operation of the Marketplace in any format or medium.

15.3 You represent and warrant that any content you submit to the Marketplace does not infringe the intellectual property rights of any third party and that you have all necessary licences, rights, consents, and permissions to submit such content and to grant the licence in clause 15.2.

15.4 You must not use the Marketplace to copy or reproduce the descriptions, photographs, or other content of any other listing without the permission of the relevant seller.

16. PRIVACY AND DATA PROTECTION

16.1 The Operator collects, uses, and discloses personal information in accordance with the Privacy Act 1988 (Cth) and the Australian Privacy Principles.

16.2 By using the Marketplace, you consent to the collection, use, and disclosure of your personal information in accordance with any Privacy Policy.

16.3 The Operator will take reasonable steps to protect personal information from misuse, interference, loss, and unauthorised access, modification, or disclosure. However, the Operator cannot guarantee the security of information transmitted via the internet.

16.4 For the purposes of facilitating transactions, the Operator may share contact information between a seller and a buyer at the point of completion, or as otherwise required to give effect to a transaction. Information shared will be limited to what is reasonably necessary for the transaction.

17. DISPUTE RESOLUTION

17.1 If you have a complaint or dispute in connection with the Marketplace or these Terms, the parties must first attempt to resolve the matter.

17.2 If a dispute between a user and the Operator is not resolved by informal negotiation within fifteen (15) Business Days of notice of the dispute, either party may refer the dispute to mediation administered by the Resolution Institute (or another mutually agreed mediator) in Brisbane, Queensland. The costs of mediation are to be borne equally unless the mediator determines otherwise.

17.3 If a dispute is not resolved by mediation within thirty (30) Business Days of referral to mediation (or such longer period as the parties agree), either party may commence legal proceedings in a court of competent jurisdiction in Queensland.

17.4 The Operator is not responsible for resolving disputes between sellers and buyers regarding any transaction. Any such disputes are to be resolved directly between the relevant seller and buyer, subject to any applicable law.

17.5 This clause does not prevent either party from seeking urgent interlocutory relief from a court.

18. GOVERNING LAW AND JURISDICTION

18.1 These Terms are governed by and construed in accordance with the laws of Queensland, Australia. You submit to the non-exclusive jurisdiction of the courts of Queensland and any courts that may hear appeals from those courts.

19. GENERAL PROVISIONS

19.1 Entire Agreement
These Terms constitute the entire agreement between you and the Operator with respect to your use of the Marketplace and supersede all prior representations and understandings.

19.2 Severability
If any provision of these Terms is found to be void, invalid, or unenforceable under applicable law, that provision will be severed to the extent necessary, and the remaining provisions will continue in full force and effect.

19.3 Waiver
A failure or delay by the Operator to exercise any right or remedy under these Terms does not constitute a waiver of that right or remedy.

19.4 No Assignment
You may not assign, transfer, or sub-license any of your rights or obligations under these Terms. The Operator may assign its rights and obligations under these Terms at any time.

19.5 Relationship of Parties
These Terms do not create a relationship of agency, employment, partnership, or joint venture between the Operator and any user.

19.6 Links to Third-Party Sites
The Marketplace may contain links to external websites. The Operator is not responsible for the content or practices of any third-party websites and does not endorse any products or services offered on those websites.