Creating your selling account to sell with

Please carefully read the below guide to assist you with completing all necessary documents required to create
your selling account with GraysOnline. All 5 documents are required, unless otherwise stated below.

1. Agency Agreement

The Agency Agreement outlines all terms and conditions to list your item/s in our
online auctions. Please ensure that all areas shown in yellow are completed and
the bank details match the seller’s details. 3rd party bank details will not be
accepted. This document also shows all fees and charges highlighted in Green

• ALL FEES ARE TAKEN FROM PROCEEDS OF

SUCCESSFUL SALE
• Unreserved Auction $350
• Reserved Auction $550
• Unsold and returned to seller $350
• Fees for Classics Auction, Motor bikes,
Caravans & Boats To be discussed
2. No ABN? Please complete the Statement by a Supplier
If you choose to sell your item/s without an ABN,
please complete sections A and B and tick the
last box which states “The whole of the payment
is exempt income for the supplier”.
If your item/s are to be sold under a business name and you
have provided an ABN, this form is not required.
3. Selling with Victorian Registration? Please complete the Authority to Act as an Agent

If you wish to sell your item/s with *current Victorian registration, the VicRoads
document is required to authorise GraysOnline to cancel registration if the
vehicle is purchased by an interstate buyer. Please complete all the “Registered
operator’s details” and “Registered operator’s signature” but leave the “Agent or
company representative’s personal details” blank. One of our team members will
complete this section upon completing the registration cancellation at VicRoads,
if required. *Please note. Vehicles with current registration from other states or
territories must be cancelled prior to auction.

4. Vehicle Sales Advice

Please write your reserve on this form if you wish

to sell with the reserved option. Additional
information about your item/s, including any pre-
existing mechanical or structural issues, may also
be noted on this form.

5. Drivers licence/Identification

Please provide a copy of your driver’s licence or

other form of identification i.e. passport
 GraysOnline Agency Agreement – ‘Buy Now’ Sales, Auction and ‘Make an Offer’ – Online or Traditional

1. Appointment of GraysOnline
This agreement (Agreement) sets out the terms and conditions on which the seller (Seller), as described in Item 1 of the Schedule to this Agreement appoints
GraysOnline as its agent. GraysOnline has the meaning given to it in Item 2 of the Schedule. In this Agreement, “Schedule” means either:
a) with respect to a sale of industrial goods or motor vehicles, the Industrial and Auto Sales Form contained in Schedule 1;
b) with respect to a sale of consumer goods, the Consumer Form contained in Schedule 2; or
c) with respect to a sale of liquor products, the Liquor Form contained in Schedule 3.

GraysOnline will provide the Seller with the relevant Schedule.

The Seller hereby appoints GraysOnline as its exclusive agent for the sale of the assets provisionally described in Item 3 of the Schedule, and to be finally
ascertained when inspected by GraysOnline at the Seller's premises (Assets). GraysOnline may, at its discretion, decline to accept any Assets for sale.
The sale of the Assets may be made by way of: a ‘Buy Now’ sale (being a sale in the ‘Buy Now’ section of the GraysOnline website) (Buy Now); an auction
(whether online or traditional) where the auction may be held at the Seller's premises or at a GraysOnline premises (Auction); or ‘Make an Offer’ sale (being a
sale in the ‘Make an Offer’ section of the GraysOnline website (Make an Offer) (collectively, Sale).

2. Framework Agreement
The terms and conditions in this Agreement apply to every sale of Assets. In the event of any inconsistency between this Agreement and the relevant Schedule,
any terms and conditions specified in the relevant Schedule will prevail. GraysOnline may amend this Agreement from time to time on reasonable notice to the
Seller.

3. Incorporating Online Terms and Conditions

If the Sale of the Assets is conducted on the internet at www.graysonline.com(Site) it will be sold or held in accordance with GraysOnline's standard terms
located on the Site (User Agreement). The User Agreement applies in addition to this Agreement. To the extent of any inconsistency between the User
Agreement and this Agreement, the terms of this Agreement apply. The privacy policy on the Site applies. For motor vehicle auctions, or ‘Make an Offer’ sales of
motor vehicles, the Motor Vehicle Terms and Conditions on the Site also apply.

4. Description of Assets
The Seller authorises GraysOnline to describe the Assets from information supplied by the Seller and to include in all advertising and promotional material the
reasons for the Sale as recorded in Item 4 of the Schedule.

5. Sale Price
In this Agreement, "Sale Price" means:
a) with respect to a ‘Buy Now’ sale, the fixed price paid by the Buyer for the Asset;
b) with respect to an Auction, the sum offered and accepted as the final bid to purchase the Asset; and/or
c) with respect to a ‘Make an Offer’ sale, either:
i. the amount of the first offer for an Asset that meets or exceeds the reserve price for the Asset;
ii. if paragraph (i) does not apply, if the Seller has instructed GraysOnline to accept an offer for an Asset that is under the reserve price for
that Asset but greater than GraysOnline’s nominated negotiable price for that Asset, as recorded in Item 5 of the Schedule (Negotiable
Offer), the amount of that Negotiable Offer; or
iii. if paragraphs (i) and (ii) do not apply, the amount of the highest Negotiable Offer for the Asset at the end of the ‘Make an Offer’ Period
(defined below);
(including GST if applicable), and excludes any additional charges such as freight and Buyer’s Premium.

6. Method of Sale
GraysOnline is permitted to offer the Assets for sale in accordance with the method of Sale selected in Items 5, 7 and 10 of the Schedule. GraysOnline
determines the purchaser of the Assets (Buyer).
6.1 Auction
If the Sale is by Auction, the Assets will be sold with an unreserved price unless otherwise instructed in writing by the Seller and acknowledged by
GraysOnline in writing prior to the Auction.
6.2 Make an Offer
Make an Offer is not a standalone method of sale and applies only where Assets fail to sell at Auction (Unsuccessful Auction) and where subclauses 6.2.1 (a)
and (b) apply.
6.2.1 ‘Make an Offer’ reserve
The Seller agrees that where Assets fail to sell at Auction (that is, an Unsuccessful Auction), the Assets will immediately be listed on a ‘Make an Offer’
sale if:
a) the Vendor has either (A) selected this sale method in Item 5 of the Schedule or (B) advised GraysOnline in writing to sell the Assets by way of
‘Make an Offer’; and
b) GraysOnline has agreed to selling the Assets via ‘Make an Offer’,
in which case the Assets will be sold on ‘Make an Offer’ with a reserve price that is either:
i. if such Assets had a reserve price during the Unsuccessful Auction, then that same reserve price will apply for ‘Make an Offer’ unless
otherwise instructed in writing by the Seller and acknowledged by GraysOnline at least 3 Business Days prior to the commencement of
the ‘Make an Offer’; or
ii. if paragraph (i), above, does not apply, as instructed in writing by the Seller and acknowledged by GraysOnline in writing prior to the
‘Make an Offer’.

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 GraysOnline Agency Agreement – ‘Buy Now’ Sales, Auction and ‘Make an Offer’ – Online or Traditional

6. Method of Sale (continued)

6.2.2 ‘Make an Offer’ duration
The duration of a ‘Make an Offer’ is a consecutive period of:
a) 48 hours commencing from the closure of the Unsuccessful Auction; or
b) such other timeframe as agreed in writing between GraysOnline and the Seller,
(‘Make an Offer’ Period).
6.2.3 ‘Make an Offer’ - offers that meet or exceed the reserve
The Seller acknowledges and agrees that with respect to any offer for an Asset that meets or exceed the reserve during ‘Make an Offer’:
a) GraysOnline will not contact the Seller to discuss the offer and will accept that offer; and
b) the ‘Make an Offer’ will immediately close upon GraysOnline receiving the first offer for the Assets that meets or exceeds the reserve price for
the Assets (in which case the Sale Price will be in accordance with clause 5(c)(i)).
6.2.4 ‘Make an Offer’ - negotiable offers
The Seller acknowledges and agrees that with respect to Negotiable Offers for Assets made during a ‘Make an Offer’:
a) GraysOnline may contact the Seller during a ‘Make an Offer’ to discuss a Negotiable Offer;
b) the Seller is required to provide a response with respect to a Negotiable Offer within 24 hours of being contacted by GraysOnline under clause
6.2.4(a);
c) the Seller may then instruct GraysOnline to either:
i. not accept the Negotiable Offer; or
ii. accept the Negotiable Offer, in which case the Sale Price will be in accordance with clause 5(c)(ii);
d) notwithstanding:
i. the Seller’s instructions to GraysOnline not to accept the Negotiable Offer under clause 6.2.4(c)(i); or
ii. the Seller’s failure to provide instructions with respect to a Negotiable Offer to GraysOnline (and any consequence thereof) in accordance
with paragraph (e) below,
a Negotiable Offer will be accepted as the winning offer if it is the highest Negotiable Offer for the Assets at the end of the ‘Make an Offer’
Period (in which case the Sale Price will be in accordance with clause 5(c)(iii)) unless:
A. the Seller instructs GraysOnline to accept another Negotiable Offer prior to the close of the ‘Make an Offer’ Period; or
B. an offer is made that meets or exceeds the reserve price for the Assets (in which case the Sale Price will be in accordance with clause
5(c)(i)).
e) subject to clause 6.2.4(d) above, if the Seller fails to provide any instructions to GraysOnline with respect to the Negotiable Offer within the
timeframe set out in clause 6.2.4(b), then GraysOnline will advise the relevant Buyer that the Negotiable Offer has been declined by the Seller.
6.2.5 ‘Make an Offer’ - offers that are less than GraysOnline’s nominated negotiable price
The Seller acknowledges and agrees that with respect to offers for Assets that are less than GraysOnline’s nominated negotiable price, as recorded in
Item 5 of the Schedule, made during a ‘Make an Offer’:
a) GraysOnline will not usually contact the Seller to discuss such offers; and
b) if each of the offers for Assets during a ‘Make an Offer’ are less than GraysOnline’s nominated negotiable price, then such Assets will not be
sold.
7. Sale Proceeds
a) GraysOnline will receive from the Buyer the Sale Price and any additional charges relating to the sale of the Assets (Sale Proceeds) and hold the Sale
Proceeds on trust for the Seller.
b) Neither GraysOnline nor the Seller will release any Assets to a Buyer until the Sale Proceeds for that Asset and any other amounts owing by that
Buyer, are paid in full to GraysOnline in full satisfaction of the amounts payable by that Buyer.
c) The Seller must release the Assets to the Buyer as soon as the Seller is provided notice from GraysOnline that the Buyer has paid the Sale Proceeds in
full to GraysOnline.
d) GraysOnline will remit the Sale Proceeds from the monies held on trust minus authorised deductions, to the Seller within 20 business days (a
business day is a day that is not a Saturday, Sunday or a public holiday in Sydney, Australia (Business Day)) of receipt of all Sale Proceeds relating to
the Sale of the Assets. The Seller expressly authorises GraysOnline to deduct monies owed to GraysOnline from the monies held on trust for the
Seller. GraysOnline will provide the Seller with details of these deductions on request.
e) GraysOnline will remit the balance of the Sale Proceeds, or any portion thereof, either by EFT transfer if notified by the Seller or otherwise by
cheque.
f) In the event that a Buyer or any other party threatens litigation or makes a claim against GraysOnline in relation to the sale of the Assets:
i. GraysOnline is entitled, acting reasonably, to retain the Sale Proceeds or any portion of the Sale Proceeds until the dispute is resolved;
and
ii. notwithstanding any other clause of this Agreement, the Seller consents to GraysOnline releasing the Seller’s full name and contact details
to that Buyer or its legal advisor.
8. Commission
GraysOnline is authorised to charge the Seller with the commission specified in Item 13 of the Schedule (Commission) as part consideration for the services
provided.
9. Advertising Costs
The Seller must pay GraysOnline the advertising and promotion costs set out in Item 17 of the Schedule (Advertising Costs). GraysOnline may advertise and
promote the Sale of the Assets at its reasonable discretion.

10. Refund Fee

10.1 The Seller must immediately pay to GraysOnline a refund fee in the amount set out in Item 16 of the Schedule (Refund Fee) if the Assets are returned
to GraysOnline by the Buyer because:
a) the Assets are faulty;
b) the Assets are damaged; and/or
c) the Seller made a misrepresentation in the description of the Assets or information provided by the Seller to GraysOnline in relation to the Assets.
10.2 The Seller is not required to pay the Refund Fee if the Assets were not faulty or damaged when they left the Seller.
10.3 Nothing in this Agreement restricts or modifies any obligations the Seller may have to the Buyer under the consumer guarantees in the Australian
Consumer Law, or any other laws.

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 GraysOnline Agency Agreement – ‘Buy Now’ Sales, Auction and ‘Make an Offer’ – Online or Traditional

11. Storage Fees

GraysOnline may request that a Seller remove an Asset from GraysOnline’s premises. The Seller must remove an Asset from GraysOnline’s premises within a
reasonable period of that request. In the event that the Seller does not remove an Asset from GraysOnline’s premises within a reasonable period of the request,
the Seller must pay to GraysOnline reasonable storage fees. If an Asset is left at GraysOnline’s premises for an extended period of time, for reasons outside the
control of GraysOnline, the Seller must pay to GraysOnline reasonable storage fees. To the extent permitted by law, if an Asset is left at GraysOnline’s premises
for more than 3 months after a request for removal has been made, the Asset will be deemed abandoned and disposed of or resold at GraysOnline’s reasonable
discretion.

12. Buyer's Premium

The Seller authorises GraysOnline to charge the Buyer the buyer’s premium specified in the Item 14 of the Schedule (Buyer’s Premium) as part consideration for
the services provided under this Agreement. The Buyer's Premium will be retained by GraysOnline.

13. Costs Review

The fees, charges and costs contained in this Agreement, including the Schedule, may be reviewed and adjusted by GraysOnline at its discretion. Any changes
will be advised in writing to the Seller prior to them taking effect. The adjusted fees, charges and costs do not apply to any Assets that are already being offered
for Sale.

14. Additional Services and Third-Party Disbursements

a) If requested by the Seller, GraysOnline may, as agent for the Seller, engage a third party to provide additional services (Additional Services),
including:
i. Auction site cleaning, asset salvage, clearance, or haulage where the Sale is held at the Seller's premises or a third-party’s premises;
and/or
ii. Inspecting the Seller’s Assets to identify any hazards which might give rise to a workplace risk to a person’s health and safety and prepare
a report detailing these hazards (Hazard Identification Report).
b) Any Additional Services will be provided by GraysOnline on a full cost recovery basis. Such costs will be agreed at the time the Seller requests the
Additional Services from GraysOnline, or as stipulated in the Schedule.

15. Hazard Identification Report (or Plant Hazard Report)

If a Hazard Identification Report (or Plant Hazard Report) is required under the Work, Health and Safety Act 2011 (Cth) and the Seller does not provide the
report to GraysOnline within 5 days of the commencement of the Sale (as set out in Item 10 of the Schedule), the Seller expressly authorises GraysOnline to
commission, as agent for the Seller, a Hazard Identification Report. All fees and costs associated with the commissioning of the Hazard Identification Report by
GraysOnline are to be paid by the Seller.

16. Authority to Deduct Fees and Charges

The Seller expressly authorises GraysOnline to deduct:
a) the Commission;
b) any Miscellaneous Fees specifically listed in Item 18 of the Schedule;
c) any legal fees incurred by GraysOnline in defending or enforcing the Seller's rights and title, provided that the Seller has given GraysOnline consent
beforehand to incur these legal fees;
d) the Advertising Costs;
e) the Refund Fee (where applicable);
f) any storage fees payable under Clause 11;
g) the cost of any Additional Services; and
h) any amount owed by the Seller to GraysOnline in accordance with Clause 25,
from the Sale Proceeds received by it. If the amounts owed to GraysOnline by the Seller exceed the amount of the Sale Proceeds, the Seller must pay the
balance to GraysOnline within 7 days of a written demand by GraysOnline to the Seller. GraysOnline will provide details of the amounts owed in that demand.

17. Fees and Charges Irrespective

The Seller grants GraysOnline the exclusive right to sell the Assets. If any of the Assets are sold by a party other than GraysOnline (including the Seller) (Third
Party Seller) or the sale of the Assets is not completed under this Agreement owing to a default by the Seller, then the Seller will be liable for the payment of
the Buyer's Premium and the Commission in addition to any costs of sale incurred by GraysOnline (including those fees and charges listed in Clause 16). If any
Assets are sold by a Third Party Seller, the Commission and Buyer’s Premium will be calculated on the sale price achieved by the Third Party Seller. If any Assets
are withdrawn from sale or the sale is not completed owing to a default of the Seller, the Commission and the Buyer’s Premium will be calculated on
GraysOnline’s reasonable estimated sale value of the Assets.

18. Dispute resolution

In the event that there is a dispute between GraysOnline and the Seller with respect to this Agreement, the parties agree to first seek to resolve the dispute
through a discussion between representatives nominated by GraysOnline and the Seller. That discussion must occur within 10 Business Days of notice from one
party to the other. This Clause does not prevent either party from commencing court proceedings to seek urgent injunctive relief.

19. GST Treatment

a) The Seller acknowledges that the GST treatment of the Commission, the Sale Price and any other consideration payable by the Seller to GraysOnline
in relation to the Assets will be as set out in Item 12 of the Schedule.
b) If any Asset is sold to a Buyer located outside of Australia as a GST free sale (whether by GraysOnline or otherwise), the Seller must take all steps,
including complying with all applicable laws, to ensure that GST is not payable on the sale of that Asset. The Seller indemnifies GraysOnline and
agrees to keep it indemnified against any claim, loss or damage GraysOnline suffers or incurs, arising out of the export of any Asset which is not free
from GST.

20. Responsibilities of the Seller regarding the site

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 GraysOnline Agency Agreement – ‘Buy Now’ Sales, Auction and ‘Make an Offer’ – Online or Traditional
The location of the Assets and the location of any Auction is as specified in Item 8 of the Schedule. When Assets for sale are held at the Seller's premises, the
Seller:
a) must provide GraysOnline with access to the premises and the Assets at a reasonable time before the Sale if GraysOnline, as agent for the Seller, is
required to commission a Hazard Identification Report;
b) must provide GraysOnline with access to the premises outside of the Asset Viewing Dates (specified in Item 9 of the Schedule) (Asset Viewing Dates)
to catalogue, set up and prepare the premises and Assets for the Asset Viewing Dates and subsequent Auction and/or ‘Make an Offer’;
c) must open the premises to potential buyers and their agents to view on the Asset Viewing Dates, the Auction day or period and any Asset Collection
Dates (specified in Item 11 of the Schedule);
d) must provide such staff members as are reasonably required by GraysOnline to assist GraysOnline set up and prepare the premises and Assets for
Asset Viewing Dates and the Sale;
e) is responsible for the provision to the Buyer of any Hazard Identification Report required under any Commonwealth or State workplace health and
safety legislation, regardless if GraysOnline has commissioned, as agent for the Seller, the Hazard Identification Report;
f) must put in place and maintain appropriate insurance policies, including workers compensation, public liability and product liability insurances;
g) is the manager and controller of the premises and is required to hold public liability insurance and to meet workers compensation claims of its
employees;
h) is responsible for providing a safe and healthy work place and must, so far as is reasonably practicable, ensure the health and safety of people at the
premises and comply with workplace health and safety legislation; and
i) is responsible for providing manuals and/or service history of plant (if available) to any person considering purchasing the Assets.

21. Seller’s Warranties

The Seller warrants that:
a) it is the owner of the Assets and the Assets are unencumbered, have clear title, and are available for immediate delivery;
b) it has the right to sell the Assets;
c) all information and supporting documentation supplied to GraysOnline including descriptions of Assets and the reason for the sale, is true, accurate,
and correct and is not misleading or deceptive, or likely to mislead or deceive;
d) the Assets are not counterfeit, do not represent a breach of any entity’s or individual’s intellectual property or have any other legal restrictions on
their sale;
e) it has complied with its duties under any applicable law in relation to hazard identification, risk assessment and control measures in design,
manufacture, applicable occupational health and safety legislation, and all other applicable Australian standards and legislative requirements,
including any labelling requirements. All necessary disclosure of risk has been given, and the Seller accepts liability for all associated costs incurred by
GraysOnline in relation to these obligations;
f) all personally identifying information and all other data which may be stored on any Asset (where GraysOnline has not been contracted to remove
or delete the information) has been removed;
g) it has authority to enter into this Agreement, and it has not appointed any third party to represent it as its agent for the sale of the Assets;
h) any recommended retail price (RRP), original retail price (ORP) or comparable retail price (CRP) supplied to GraysOnline by the Seller has been
verified by the Seller, is accurate and current at the time of supply and when the RRP, ORP or CRP is recorded on the auction site. The Seller must
immediately notify GraysOnline in writing of any changes to the RRP, ORP or CRP of which the Seller has knowledge (constructive or actual); and
i) unless agreed (in writing) otherwise, all goods supplied by the Seller are of acceptable quality (as that expression is used in the Australian Consumer
Law), are fit for the purposes for which goods of that kind are commonly described, and are, where necessary, adequately packaged for national
distribution.
j) if you are a "warrantor" as defined under Schedule 1 (Statutory Warranty Provisions) of the Motor Dealers and Chattel Auctioneers Act 2014 (Qld),
which includes a motor dealer or chattel auctioneer who owns a vehicle immediately before the time of taking possession by the buyer of that
vehicle, that you will be responsible and liable for the statutory warranty requirements contained in that Schedule 1 (Statutory Warranty Provisions)
for that Vehicle.

22. Exclusion of Liability

a) GraysOnline accepts no responsibility for the accuracy or otherwise of any RRP, ORP or CRP referred to in the promotion or conduct of a Sale in
respect of any Asset which has been provided to GraysOnline by the Seller and the Seller will indemnify GraysOnline for any loss GraysOnline suffers
because the Seller has provided GraysOnline with an inaccurate or misleading RRP, ORP or CRP.
b) GraysOnline does not exclude liability under any guarantee, condition or warranty which cannot be excluded by law (including the guarantees under
the Australian Consumer Law). To the extent permitted by law, GraysOnline expressly limits its liability for breach of any applicable consumer
guarantee in respect of the supply of services which are not of a kind ordinarily acquired for personal, domestic or household use or consumption, at
GraysOnline’s option, to (i) the supply of the services again; (ii) payment of the costs of having the services supplied again; or (iii) making a full
refund.

23. Instability of the Internet

GraysOnline will endeavour to ensure that there are no technical difficulties with any Sales conducted on the internet. If the Sale is being conducted on the
internet, the Seller acknowledges that the Sale is being conducted in an unstable environment, and releases GraysOnline from any liability arising out of any
technical or processing malfunction which is reasonably outside the control of GraysOnline. GraysOnline does not guarantee that the Site will operate
uninterrupted or error-free.

24. Force majeure

Neither GraysOnline nor the Seller is liable to the other for a failure to carry out its obligations under this Agreement if that failure is substantially caused by an
event of force majeure beyond the reasonable control of the party.

25. Indemnities
The Seller indemnifies GraysOnline against any actions, claims, demands, losses, costs, charges, damages, liabilities or expenses of whatever nature which
GraysOnline (or any Related Bodies Corporate, officer, employee or contractor of GraysOnline) may sustain, incur or suffer as a direct or indirect consequence
of:
a) any breach of any express or implied obligation by the Seller relating to this Agreement;
b) the release or disclosure of any personal information (as defined in Privacy Act 1988 (Cth)), confidential, private or commercially sensitive
information that may be stored on or in the Assets at any time prior to the Sale of the Assets;
c) any negligent or wrongful conduct of the Seller; and/or
d) any costs GraysOnline actually and reasonably incurs in pursuing the Buyer on behalf of the Seller for non-payment of the Sale Price.

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26. No Bids by Seller

If the Sale is by way of Auction, the Seller acknowledges that unless permitted by law, the Seller is strictly prohibited from placing bids on the Auction for items
it owns and undertakes that it will not place bids or arrange for bids to be placed on its behalf. If the Sale is by way of ‘Make an Offer’, the Seller acknowledges
that unless permitted by law, the Seller is strictly prohibited from making offers during ‘Make an Offer’ for items it owns and undertakes that it will not make
offers or arrange for offers to be made on its behalf.

27. Insurance Cover, Risk and Exclusion of Liability

a)The Seller acknowledges that title to and risk in the Assets will not pass to the Buyer from the Seller until such time as the Assets are paid for in full in cleared
funds and received or collected by the Buyer (Collection).b)While GraysOnline will exercise reasonable care with the Assets, until Collection, the Assets are held
by GraysOnline as bailee, at the sole risk of the Seller. c)Subject to Clause 22b), GraysOnline excludes all liability in relation to the Assets to the Seller and
persons claiming through the Seller except where loss is caused as a direct result of wrongful conduct by GraysOnline. d)The Seller undertakes to maintain
adequate insurance cover in respect of the Assets whilst the Assets are located on GraysOnline’s premises or under the control or in the possession of
GraysOnline, including during transit.

28. Rights to Enforce Sale

The Seller may, at its option:
a) assign all of its rights to GraysOnline to issue and prosecute proceedings against any Buyer who defaults in payment of any of the amounts payable
by the Buyer; or
b) issue and prosecute proceedings against any Buyer who defaults in payment of any of the amounts payable by the Buyer itself, and if successful will
pay GraysOnline the Buyer's Premium and any Commission and any other fees from any Sale Proceeds recovered, less any reasonable costs actually
incurred by the Seller in pursuing the Buyer for payment.

29. Right of Refusal/Repacking

In the event that GraysOnline reasonably considers the Assets to be:
a) at risk of breaching a safety, regulatory or legal requirement;
b) faulty;
c) not of acceptable quality (unless the parties have agreed in writing that the Assets are not of acceptable quality and that this is a condition of the
sale); and/or
d) where appropriate, not packaged suitably for national distribution (if required),
GraysOnline at its sole discretion, can withdraw the Assets from sale prior to the Sale and the Seller will be required to pay GraysOnline a cancellation fee (as
calculated in accordance with Clause 30(b)).

30. Cancellation and Cancellation Fee

If the Seller wishes to withdraw the Assets from sale prior to the Sale, the Seller:
a) must notify GraysOnline in writing as soon as possible (and if the Sale is by way of Auction or ‘Make an Offer’, at least one Business Day prior to the
Auction or commencement of ‘Make an Offer’ (as applicable)); and
b) will on the provision of an invoice by GraysOnline, pay GraysOnline a cancellation fee (calculated as GraysOnline's bona fide estimate of lost
Commission and Buyer’s Premium, calculated on GraysOnline’s estimated Sale value of the Assets, together with any costs of sale already and
reasonably incurred).

31. Return of Assets

If the Seller requires any Assets returned to GraysOnline to be returned to the Seller, a return to Seller fee (RTS Fee) will apply as set out in Item 19 of the
Schedule, if applicable. Note that it will be the Seller's responsibility to collect these items from the GraysOnline nominated facility within 3 months of
notification of return. If the items are not collected in that time, to the extent permitted by law, they may be deemed abandoned, and title will pass to
GraysOnline, and the goods may be disposed of or resold at the reasonable discretion of GraysOnline. The Seller must nominate in Item 19 of the Schedule if
they want returned Assets returned to the Seller.

32. Termination
This Agreement may be terminated by either party upon 5 days’ notice in writing to the other party. If, on the date of service of the notice, the Assets are part
of an ongoing Sale (and if by Auction or ‘Make an Offer’, regardless of whether a bid or offer (other than a Negotiable Offer that has been accepted or an offer
that meets or exceeds the reserve during a ‘Make an Offer’ has been made (as applicable)), or have already been promoted in a Sale, then this Agreement shall
continue in respect of such Assets until the completion of the Sale and any subsequent sale of the Assets.

33. GraysOnline Related Bodies Corporate

GraysOnline may subcontract some of its services and functions to its related bodies corporate (which has the same meaning given to that term in section 50 of
the Corporations Act 2001 (Cth)) (Related Bodies Corporate), including online internet auction, ‘Make an Offer’ and sale hosting, bidder and/or offeror
registration, electronic payments, to provide the Seller with its services. GraysOnline will remain liable for any acts or omissions of its Related Bodies Corporate
to the Seller. The Seller will only make or bring any claim, action, or proceeding against GraysOnline, and not any related body corporate of GraysOnline
resulting from, or in relation to, this Agreement, including in respect of any hazard reports.

34. Governing Law

This Agreement is governed by the law of the State or Territory of Australia noted in Item 6 of the Schedule and each party irrevocably and unconditionally
submits to the exclusive jurisdiction of the courts of that State or Territory. In the event that no State or Territory is noted in Item 6 of the Schedule, this
Agreement is governed by the laws in force in New South Wales, Australia, and each party submits to the exclusive jurisdiction of the courts of that State.

35. General
a) This Agreement may only be amended or replaced with the written agreement of both parties.
b) If a provision in this Agreement is unenforceable or invalid in any jurisdiction, it will be ineffective in that jurisdiction to the extent that it is
unenforceable or invalid. No provision in this Agreement will otherwise be affected in any jurisdiction.
c) A party’s failure or delay to exercise a power or right under this Agreement does not operate as a waiver of that power or right.

Page 5 of 6
 GraysOnline Agency Agreement – ‘Buy Now’ Sales, Auction and ‘Make an Offer’ – Online or Traditional
SCHEDULE 1 - AUTO SALES FORM
Company Name: LMCT:
If applicable If applicable

Contact Name:

Address:

1. SELLER Suburb: Postcode: State:

Mobile: Telephone:

Email:

(If No ABN, Statement by a supplier form must be completed) GST

ABN:
If applicable Registered: � YES � NO
In this Agreement, GraysOnline has the following meaning dependant on the State/Territory of sale listed in Item 6:
(a) Queensland: CM Pty Ltd ACN 060 526 516;
(b) South Australia: GraysOnline (SA) Pty Ltd ACN 119 696 070;
2. GRAYSONLINE (c) New South Wales: Grays (NSW) Pty Ltd ACN 003 688 284;
(d) Victoria: Grays (VIC) Pty Limited ACN 085 287 289; or
(e) Western Australia: Gray Eisdell Timms (WA) Pty Ltd ACN 056 957 852,
and if no State/Territory of sale is listed in Item 6, it means Grays (NSW) Pty Ltd ACN 003 688 284.
3. DESCRIPTION OF ASSETS Motor vehicle(s), Trailers, Caravans, Boats/Watercraft, Aircraft
4. REASON FOR THE SALE Surplus to Requirements
5. SALE METHOD Auction only (no ‘Make an Offer’ if Assets are unsold at Auction)
6. STATE/ TERRITORY OF SALE Victoria
7. TYPE OF AUCTION (IF APPLICABLE) Online Auction
8. LOCATION OF ASSETS AND SALE Onsite (GraysOnline – Dandenong South)
9. ASSET VIEWING DATES To Suit Sale
10. SALE TIMEFRAME TBA
11. ASSET COLLECTION DATES To Suit Sale
12. GST TREATMENT OF SALE PRICE Inclusive

13. COMMISSION (Fees paid by the Unreserved ($9 Start Price): Reserved:
Seller for Motor vehicle(s) (3 attempts then unreserved or returned to vendor)
$350 Inc GST $550.00 Inc GST
(Includes PPSR Check: $22.00)
ALL FEES ARE TAKEN FROM (Includes PPSR Check: $22.00)
PROCEEDS OF SUCCESSFUL SALE Fees for Classics Auction, Motor bikes, Caravans & Boats To be discussed
14. BUYER'S PREMIUM RATE Variable – depending on Sale Price/Category/Promotion
15. WHS FEES
The Sale Price, Buyer's Premium and Commission calculated on the Sale Price (excluding GST), any freight
16. REFUND FEE
charges and any other actual and reasonable costs incurred by GraysOnline.
17. ADVERTISING COSTS i.e. Print media advertising, Promotional brochure,
Internet advertising &Graymail, Sale preparation & supervision
Car Wash & Detailing - $ 90 (excluding GST) if required & approved
18. MISCELLANEOUS FEES i.e. Other direct out of pocket expenses, Storage Decal removal TBA
fees and charges Freight at cost
Repairs at cost

19. RETURN TO SENDER

Unsold/returned to vendor fee $350.00 Inc GST (Includes PPSR Check: $22.00)
(Payable only if vehicle doesn’t sell and is returned to vendor)

20. BANK ACCOUNT DETAILS FOR

Bank Account Name:
PROCEEDS TO BE DEPOSITED
Please Note: EFT details are required to Bank:
pay proceeds. Cheque is unavailable.
BSB: Account Number:
By signing below, you accept the GraysOnline Agency Agreement Terms and Conditions and the above Auto Schedule.
AGREED AND ACCEPTED on behalf of the Seller AGREED AND ACCEPTED for and on behalf of GraysOnline
Signed: (If a company, by its authorised officer)

Signed: Signed: Office Use Only

Print Name: Print Name: Kim McCue – 0428 644 681
Position: Position: Sales Agent
Date: Date:

Page 6 of 6
Fact sheet and form for payers
Statement by a supplier
(reason for not quoting an ABN to an enterprise)
The following information provides guidance on:
n pay as you go (PAYG) withholding from payments for supplies
n the requirements for quoting an Australian business
number (ABN).
When you pay suppliers who provide goods or services to
your business, those suppliers generally need to quote an
ABN. They can quote their ABN on an invoice or some other
document that relates to the goods and/or services they
provide. If any supplier does not provide its ABN, you may
need to withhold an amount from the payment for that supply.
This is referred to as ‘No ABN withholding’.
WITHHOLDING FROM PAYMENTS
Generally, you must withhold 46.5% of the total payment for
a supply unless one of the following applies:
n you have an invoice or some other document relating to
the supply on which the supplier’s ABN is quoted
n the ABN of the supplier’s agent is quoted (if the supply is
made through the agent)
n one of the exceptions to withholding applies or the supplier
is not entitled to an ABN.
You may also be required to withhold 46.5% from the payment
if you have reasonable grounds to believe that the ABN quoted
is invalid (for example, it belongs to another entity).
QUOTING AN ABN
A supplier must quote their ABN by the time the payment
is made to prevent 46.5% of a payment being withheld.
A supplier may quote their ABN on an invoice or other
document relating to the supply.
Documents that an ABN may be quoted on include:
n invoices
n quotes
n renewal notices (such as for insurance or subscriptions)
NAT 3346-05.2012
Business
n order forms
n receipts
n contracts or lease documents
n letterheads, emails or internet records (web pages)
n records of over-the-phone quotation of an ABN
n catalogues (and other promotional documents) the
supplier produces.
You must keep this information with other records relating
to the supply.
You do not have to check if the ABN is valid. However,
if you suspect that the ABN quoted does not belong to the
supplier or the supplier’s agent, you can check it by either:
n visiting www.abr.business.gov.au
n phoning us on 13 72 26, 24 hours a day, seven days
a week.
WHEN IS WITHHOLDING NOT REQUIRED?
You do not have to withhold an amount from a payment
if one of the following applies:
n the payer is not making the payment in the course of
carrying on an enterprise in Australia
n the payment is $75 or less, excluding any goods and
services tax (GST)
n the supply that the payment relates to is wholly input-taxed
n the supplier is an individual and has given you a written
statement that states the supply either
– relates to a private recreational pursuit or hobby
– is wholly of a private or domestic nature for that supplier.
However, you should withhold if you have reasonable
grounds to believe that this statement is false or misleading.
For example, the supplier is an individual aged under 18 years
of age and the payment does not exceed $350 a week.
Statement by a supplier
You also should not withhold an amount from a payment if
you are satisfied that one of the following applies:
n the supply is made by an individual or partnership without
a reasonable expectation of profit or gain
n the supplier is not entitled to an ABN as they are not carrying
on a business or enterprise in Australia
n the whole of the payment is exempt income for the supplier.
If a supplier has applied for an ABN, they may ask you
to hold back payment until the ABN has been obtained
and quoted. This is a matter for you and the supplier to
work out. However, unless one of the above exceptions
applies, you must withhold 46.5% of the payment if it is
made before an ABN is quoted. If you do not withhold
from the payment, you may have to pay a penalty equal
to the amount you should have withheld.
HOW DO YOU INFORM THE PAYER
IF NO WITHHOLDING APPLIES?
As the payer, you may request a written statement from the
supplier to justify not withholding if the supply either:
n relates to a private recreational pursuit or hobby – for
example, a hobby artist receives a prize of $100 in a
shopping centre art show
n is wholly of a private or domestic nature for the supplier –
for example, a home owner sells some personal furniture
to a second hand store.
As a minimum, the statement should contain the following:
n the supplier’s name and address
n why it was not necessary to withhold
n the supplier’s signature.
We have developed a Statement by a supplier form that
can be used for this purpose.
If you do not withhold because an exception applies,
you should keep sufficient records to:
n identify the supply and the supplier
n justify the reason for not withholding.
You may choose to obtain a signed statement from the
supplier containing the required information or use our
form. If we conduct a review and find that the statement
was incorrect, you won’t be penalised if we believe it was
reasonable for you to rely on the supplier’s signed statement.
© AUSTRALIAN TAXATION OFFICE FOR THE
COMMONWEALTH OF AUSTRALIA, 2012
You are free to copy, adapt, modify, transmit and distribute this material as
you wish (but not in any way that suggests the ATO or the Commonwealth
endorses you or any of your services or products).
WHAT DO YOU NEED TO DO IF YOU
ARE REQUIRED TO WITHHOLD?
If you are required to withhold an amount, you must:
n be registered for PAYG withholding – this can be done by
phoning 13 28 66 between 8.00am and 6.00pm, Monday to
Friday (you may already be registered if you are withholding
from other payments, such as wages to employees)
n withhold 46.5% of the payment unless an exception applies
n report and pay the withheld amounts to us using your
activity statement
n complete a PAYG payment summary – withholding where
ABN not quoted (NAT 3283), providing a copy to the supplier
at the time of payment or as soon as possible afterwards –
suppliers can use the payment summary to claim a credit
in their income tax return for the amount withheld
n keep a copy of the payment summary with your records
n complete a PAYG withholding where ABN not quoted –
annual report (NAT 3448).
WHAT IF YOU DO NOT WITHHOLD
WHEN YOU ARE REQUIRED TO?
You may be subject to penalties if you do not withhold an
amount when required. The penalty will be equal to the amount
that should have been withheld. It is an offence not to withhold
and the payer may be prosecuted in appropriate cases.
 MORE INFORMATION
If you need more information about ABNs, you can:
n visit www.abr.gov.au
n phone us on 13 28 66 between 8.00am and 6.00pm,
Monday to Friday
n speak to your tax adviser.
If you do not speak English well and need help from the ATO,
phone the Translating and Interpreting Service on 13 14 50.
If you are deaf, or have a hearing or speech impairment,
phone the ATO through the National Relay Service (NRS)
on the numbers listed below:
n TTY users, phone 13 36 77 and ask for the
ATO number you need
n Speak and Listen (speech-to-speech relay) users, phone
1300 555 727 and ask for the ATO number you need
n internet relay users, connect to the NRS on
www.relayservice.com.au and ask for the
ATO number you need.
OUR COMMITMENT TO YOU
This publication was current at May 2012.
PUBLISHED BY
Australian Taxation Office
Canberra
May 2012
JS 23822
 Statement by a supplier
Complete this statement if the folowing applies: HOW TO COMPLETE THE STATEMENT
n you are an individual or a business n Print clearly in BLOCK LETTERS using a black pen only.
n you have supplied goods or services to an other enterprise n Use BLOCK LETTERS and print one character in each box.
(the payer), and S M I T H S T
n you are not required to quote an Australia business
number (ABN). n Place X in all applicable boxes.
Payers must withhold 46.5% of the total payment it makes to
you for a supply that you make as part of your enterprise you Payers can check ABN records of suppliers by visiting
carry on in Australia, unless an ABN has been quoted or there www.abr.business.gov.au or phoning 13 72 26 24 hours
is no need to quote an ABN. a day, 7 days a week.

Section A: Supplier details

1 Your name?

2 Your address?

Suburb/town State/territory Postcode

3 Your reason/s for not quoting an ABN? Place X in the appropriate box/es.
The payer is not making the payment in the course of carrying on an enterprise in Australia.

The supplier is an individual aged under 18 years and the payment does not exceed $120 a week.

The payment does not exceed $75, excluding any goods and services tax (GST).

The supply that the payment relates to is wholly input taxed.

The supplier is an individual and has given the payer a written statement to the effect that the supply is either:
made in the course or furtherance of an activity done as a private recreational pursuit or hobby, or

wholly of a private or domestic nature (from the supplier’s perspective).

The supply is made by an individual or partnership without a reasonable expectation of profit or gain.

The supplier is not entitled to an ABN as they are not carrying on an enterprise in Australia.

The whole of the payment is exempt income for the supplier.

Section B: Declaration
Under pay as you go (PAYG) legislation and guidelines administered by the Tax Office, the named supplier is not quoting an ABN
for the current and future supply of goods or services for the reason or reasons indicated.
Name of supplier (or authorised person)

Signature of supplier (or authorised person) Daytime phone number

Date
Day Month Year

Penalties apply for deliberately making a false or Do not send this statement to the Tax Office.
misleading statement. Give the completed statement to any payer that you are
supplying goods or services to. The payer must keep this
document with other records relating to the supply for 5 years.
NAT 3346-05.2012 IN-CONFIDENCE – when completed Page 1
 Vehicle Sales Advice
Name/Company: All vehicles will be listed
Seller ID: unreserved with a $9 start price
If applicable unless otherwise stated below
Please ensure that all details are complete and correct.
Once completed please e-mail to:
kim.mccue@grays.com.au and CC autosell@grays.com.au
Vehicle 01
Make: Model: Year:
Reg No: Colour: Kilometres: Approx.
VIN:
Does the vehicle drive? Yes No (If No, please confirm with Reserve Price:
Vehicle will be sold with unreserved
GraysOnline for a delivery date) unless otherwise stated

Comments (please list any pre-existing mechanical/structural issues:

Vehicle 02
Make: Model: Year:
Reg No: Colour: Kilometres: Approx.
VIN:
Does the vehicle drive? Yes No (If No, please confirm with Reserve Price:
Vehicle will be sold with unreserved
GraysOnline for a delivery date) unless otherwise stated

Comments (please list any pre-existing mechanical/structural issues:

Vehicle 03
Make: Model: Year:
Reg No: Colour: Kilometres: Approx.
VIN:
Does the vehicle drive? Yes No (If No, please confirm with Reserve Price:
Vehicle will be sold with unreserved
GraysOnline for a delivery date) unless otherwise stated

Comments (please list any pre-existing mechanical/structural issues:

Sign

Name

Date

GraysOnline
140-152 National Drive, Dandenong South VIC 3175
03 9427 4202