SELLER's Agreement
1. Purpose and Scope
The present Seller Agreement ("Agreement") governs the listing, offering, and sale of performance, OEM, aftermarket, JDM, import, discontinued, and replacement parts and components for cars and motorcycles, together with related tools, equipment, and motorsport goods (each, an "Item" or a "Part"), by individuals or entities acting in the capacity of sellers ("Sellers," "you," or "your") through the Tuners Vault Auction Marketplace platform, located at tunersvault.com ("Tuners Vault," the "Platform," or the "Site"), including all related tools, features, and services (collectively, the "Services"). Tuners Vault is owned and operated from the Province of Ontario, Canada.
By listing an Item, submitting inventory, or participating in any listing as a Seller on the Platform, you acknowledge that you have read, understood, and agree to be bound by the terms of this Agreement, together with the Terms of Service, the User Agreement, the Buyer Agreement, the Settlement Agreement and Policy, the Privacy Policy, the Cookie Policy, the Cross-Border Duties, Taxes & Customs Policy, and the High-Value Risk Policy, each of which is incorporated herein by reference. Where any conflict arises between the provisions of this Agreement and those of the Terms of Service or the User Agreement, the document more specifically applicable to the matter at issue shall prevail, unless the Terms of Service expressly provide otherwise.
If you do not accept any provision of this Agreement, you must refrain from listing Items, submitting inventory, or otherwise using the selling features of the Platform.
2. Platform Role and Relationship with Sellers
Tuners Vault operates exclusively as a technology-driven online auction marketplace providing the digital infrastructure through which independent third-party Sellers may list Items and independent third-party Buyers may bid on and acquire such Items. The Platform acts as a neutral intermediary and facilitator; it does not participate in, direct, supervise, or control the substantive terms of any transaction between Sellers and Buyers.
Tuners Vault does not own, purchase, consign, warehouse, insure, test, dismantle, inspect, appraise, or take possession of any Item listed on the Platform. No agency, partnership, joint venture, employment, franchisor-franchisee, or fiduciary relationship of any kind is created between Tuners Vault and any Seller by virtue of this Agreement or through any use of the Services. The contract of sale formed upon the close of a listing arises directly and exclusively between the Seller and the winning Buyer. Tuners Vault's sole involvement in the financial aspect of the transaction is limited to the collection of its 9.5% marketplace operations commission from the winning Buyer's credit card on file, which amount constitutes a deposit deducted from the total price in satisfaction of the Seller's commission obligation to Tuners Vault, as set forth in the Settlement Agreement and Policy.
3. Seller Eligibility
3.1 Age and Legal Capacity
You must be at least eighteen (18) years of age and possess the full legal capacity to enter into binding agreements under the laws of your jurisdiction of residence. By listing an Item, you represent and warrant that you meet these requirements.
3.2 Lawful Authority to Sell
You must have full legal ownership of, or lawful authority to sell, every Item you list on the Platform. By creating a listing, you represent and warrant that the Item is not stolen, counterfeit, encumbered by any lien or security interest, subject to an unsatisfied insurance claim, or otherwise prohibited from sale. Sellers who dismantle vehicles for parts represent that each vehicle was lawfully acquired, that any registration, salvage, or branding requirement applicable to the vehicle has been satisfied, and that the sale of the components removed from it is lawful in the Seller's jurisdiction.
3.3 Accurate Account Information
You must provide and maintain accurate, current, and complete account information, including your legal name or registered business name, contact details, mailing address, and any payment information required by Tuners Vault. Providing false, misleading, or incomplete information constitutes a material breach of this Agreement.
3.4 Compliance with Applicable Law
You must comply with all applicable local, provincial, state, national, and international laws, regulations, and ordinances in connection with your selling activity, including laws governing export controls, customs and tariffs, taxation, consumer protection, anti-money laundering, intellectual property, vehicle safety, emissions control, product safety, and the transport of dangerous goods. Tuners Vault reserves the right to approve, suspend, restrict, or reject Seller accounts at its sole discretion, with or without notice and with or without cause.
4. Seller Responsibilities and Warranties
4.1 Accurate and Truthful Listings
Sellers bear sole responsibility for the content and accuracy of every listing they create on the Platform. All Item descriptions shall be truthful, accurate, complete, and not misleading in any material respect. Photographs shall depict the actual Item being offered and shall accurately represent its current condition, including any damage, corrosion, discolouration, repair, or missing hardware. Any misrepresentation, fraud, intentional omission, or deceptive conduct in connection with a listing may result in financial liability to the affected Buyer, immediate account termination, and potential legal action.
4.2 Technical Identification and Fitment Disclosure
Where the Seller states a manufacturer part number, superseded part number, casting number, forging mark, serial number, chassis code, engine code, model-year range, or VIN range, that information must be accurate and must correspond to the Item actually offered. Where the Seller represents that an Item is compatible with a particular vehicle, that representation must rest on the manufacturer's own documentation or on the Seller's direct knowledge, and the basis of the representation should be stated. Where compatibility is uncertain, partial, or dependent on additional modification, wiring, machining, or a supporting component, the listing must say so in clear terms. A Seller who is unable to identify a Part with confidence must describe it as unidentified rather than assign a part number by inference.
4.3 Condition Disclosure
The condition of every Item must be accurately designated as new, new old stock, open-box, remanufactured, refurbished, used, take-off, or for parts and repair only, as applicable. Where an Item has been removed from a vehicle, the Seller shall disclose, to the extent known, the mileage or hours accumulated, the reason for removal, whether the vehicle was involved in a collision, fire, flood, or overheating event, and whether the Item has been disassembled, machined, repaired, re-plated, re-finished, or modified. Where an engine, transmission, differential, or comparable assembly is offered, the Seller shall disclose whether it has been run since removal, whether it turns freely, and the results of any compression, leakdown, borescope, or pressure test performed, together with the date and conditions of the test. Where an electronic control unit, calibration, or tune is offered, the Seller shall disclose whether it is locked, immobilizer-paired, region-coded, or subject to any licensing restriction that would prevent reuse.
4.4 Authenticity and Branding
Sellers represent and warrant that all Items listed are authentic and correctly attributed unless clearly, conspicuously, and unambiguously disclosed otherwise within the listing description. A replica, reproduction, aftermarket equivalent, or unbranded component must never be described, photographed, or tagged in a manner suggesting that it is a genuine manufacturer part. A Seller who lists an Item without a clear disclaimer of authenticity is deemed to have warranted that the Item is genuine. Re-stamping, re-labelling, or applying manufacturer markings to a component that did not bear them is prohibited without exception.
4.5 Warranty Offered by the Seller
Tuners Vault gives no warranty of any kind on any Item sold through the Platform. A Seller may, however, elect to offer a warranty of its own, or to pass through a manufacturer's, distributor's, or dealer's warranty, on a particular Item.
Where a Seller elects to offer or pass through a warranty, the listing must state the duration of the warranty, its scope and exclusions, the party who bears it, the conditions the Buyer must satisfy to preserve it, including any requirement for professional installation, and the procedure for making a claim. A Seller who states a warranty is bound by it as a term of the contract of sale, and assumes full responsibility for its performance; Tuners Vault is not a party to it, does not administer it, does not underwrite it, and bears no liability whatsoever in respect of it. A Seller must not represent that a manufacturer's warranty transfers to the Buyer unless the manufacturer's own terms permit that transfer.
Where the listing states no warranty, the Item is offered without warranty from the Seller beyond the representations made in the listing itself and beyond any term implied by law that cannot lawfully be excluded. Sellers are advised that section 53 of the Sale of Goods Act, R.S.O. 1990, c. S.1, permits implied terms to be negatived or varied by express agreement, but that where the sale is a consumer agreement within the meaning of the Consumer Protection Act, 2002, S.O. 2002, c. 30, Sched. A, section 9 (2) of that Act applies the implied conditions and warranties of the Sale of Goods Act to the goods supplied and section 9 (3) renders void any term purporting to negate or vary them. A Seller who deals in goods of the description offered, and who sells to a Buyer acquiring for personal, family, or household purposes, cannot contract out of those statutory conditions, and equivalent mandatory protections apply to consumers in other jurisdictions, including under Directive (EU) 2019/771 and Directive 2011/83/EU in the European Union. Each Seller is responsible for obtaining its own advice on the law applicable to its sales.
4.6 Honouring Completed Listings
Once a listing closes and a winning bidder has been determined, or a Buyer has completed a Buy It Now purchase, the Seller is obligated to complete the transaction in accordance with the listing terms and the Settlement Agreement and Policy. A Seller may not withdraw an Item from sale after the listing has closed, refuse to ship to the winning Buyer, or unilaterally cancel a completed transaction, except where Tuners Vault expressly authorizes such cancellation.
4.7 Dangerous Goods and Regulated Components
A substantial proportion of automotive and motorcycle components are classified as dangerous goods for transport purposes. Airbag modules, airbag inflators, seat-belt pretensioners, and other pyrotechnic or electrically initiated safety devices are assigned to UN0503, SAFETY DEVICES, PYROTECHNIC, Class 1, Division 1.4, or to an equivalent shipping name, under Schedule 1 to the Transportation of Dangerous Goods Regulations, SOR/2001-286. Lithium-ion and lithium-metal cells, modules, and battery packs, including hybrid and electric-vehicle traction batteries, are dangerous goods subject to the same framework. Fuel tanks, fuel lines, fuel pumps, and carburettors containing residual fuel; nitrous oxide bottles and other compressed-gas cylinders; gas-charged struts and shock absorbers; aerosols; oils, coolants, brake fluid, and other lubricants; and components containing asbestos-bearing friction material are likewise regulated.
Where a Seller offers any such component, the Seller alone is responsible for classifying it correctly, for holding the training required under the Transportation of Dangerous Goods Act, 1992, S.C. 1992, c. 34, and the Transportation of Dangerous Goods Regulations, for selecting compliant packaging, for applying the correct marks, labels, and placards, for preparing accurate shipping documents, for making the declarations the carrier requires, and for complying with the equivalent rules of every jurisdiction through which the shipment passes, including the International Air Transport Association Dangerous Goods Regulations, the International Maritime Dangerous Goods Code, and Title 49 of the Code of Federal Regulations for shipments moving in or through the United States. Fuel systems must be drained and purged, batteries must be protected against short circuit and shipped at the state of charge the applicable rules prescribe, and pyrotechnic devices must be shipped only where the Seller is able to do so lawfully.
Where an Item is imported by the Buyer, responsibility for lawful importation, for any permit, and for compliance with the destination jurisdiction's dangerous-goods and safety rules rests with the Buyer, as set out in the Buyer Agreement and the Cross-Border Duties, Taxes & Customs Policy. Tuners Vault does not classify Items, does not issue or review dangerous-goods documentation, does not train or certify shippers, does not verify regulatory compliance, and accepts no liability whatsoever arising from the classification, packaging, declaration, carriage, importation, storage, handling, or use of any dangerous good offered through the Platform. Tendering an undeclared dangerous good to a carrier is a severe violation of this Agreement and may result in immediate and permanent account termination, in addition to any penalty imposed by the competent authority.
5. Prohibited and Restricted Items
5.1 Prohibited Items
Sellers may not list counterfeit, replica, re-stamped, or unlawfully branded components misrepresented as genuine; forged or reproduced manufacturer documentation, certification labels, or holograms; stolen goods, or goods obtained through fraud, theft, or any other unlawful means; components bearing an altered, obliterated, defaced, or falsified vehicle identification number, serial number, or manufacturer marking; goods that are illegal to sell, possess, or transfer under applicable federal, provincial, state, or international law; weapons, controlled substances, and goods subject to trade sanctions or embargoes; and goods that infringe the copyrights, trademarks, patents, trade secrets, or other intellectual property rights of any third party.
Sellers may not list any device, part, component, software, calibration, or service whose principal effect is to bypass, defeat, or render inoperative an emission control device or element of design, where the listing, sale, or installation of that item would be unlawful in the jurisdiction of the Seller or of the Buyer.
Section 203 (a) (3) of the Clean Air Act, 42 U.S.C. 7522 (a) (3), makes it unlawful in the United States to remove or render inoperative such a device, and to manufacture, sell, offer to sell, or install any part or component where the person knows or should know that it is being offered or used for that purpose. The United States Environmental Protection Agency states that it is a violation of that Act to manufacture, sell, or install a part for a motor vehicle that bypasses, defeats, or renders inoperative any emission control device. Comparable restrictions apply in Canada under the On-Road Vehicle and Engine Emission Regulations, SOR/2003-2, made under the Canadian Environmental Protection Act, 1999.
Exhaust-gas recirculation delete kits, diesel particulate filter delete kits, selective catalytic reduction delete kits, catalytic converter test pipes, oxygen sensor simulators marketed for defeat purposes, and calibration services marketed for the removal of emission controls all fall within the prohibition. A Seller who considers that a particular item lies outside it must be able to demonstrate that the sale is lawful in both jurisdictions, and the listing must state the basis on which it is lawful.
5.2 Restricted Items
Certain components are lawful to sell but may be offered only where the Seller satisfies additional conditions and discloses the relevant status in the listing. Airbag modules, inflators, and seat-belt pretensioners may be offered only where the Seller is able to classify, package, document, and tender them lawfully as dangerous goods, and only where their sale is lawful in the Seller's jurisdiction and in the Buyer's. Lithium-ion and lithium-metal battery packs and modules are subject to the same requirement. Catalytic converters, particulate filters, oxygen sensors, and engine control units may be offered only where they meet the emission requirements of the destination jurisdiction, and the listing must state the applicable certification or approval where one exists. Components subject to an outstanding safety recall may be offered only where the recall status is disclosed in the listing and the sale is lawful. Components regulated as prescribed equipment under the Motor Vehicle Safety Act, S.C. 1993, c. 16, and their equivalents in other jurisdictions, may be offered only where their sale and importation are lawful. Tuners Vault may require documentary evidence of compliance before permitting or maintaining any restricted listing.
5.3 Enforcement
Tuners Vault reserves the right to remove any prohibited or non-compliant listing at any time without prior notice. Repeated violations of the present Section constitute grounds for immediate and permanent account termination, and Tuners Vault may report violations to the competent regulatory, customs, environmental, or law enforcement authority where it is permitted or required to do so.
6. Fees, Commissions, and the Settlement Process
6.1 Marketplace Operations Commission
Sellers agree to pay Tuners Vault a marketplace operations commission equal to 9.5% of the final hammer price, or of the accepted Buy It Now price, of each Item successfully sold through the Platform. The commission is earned upon the close of a successful listing, and the amount is collected by Tuners Vault directly from the winning Buyer's credit card on file before the remaining balance is remitted to the Seller. The Seller acknowledges and agrees that the structure satisfies the Seller's full commission obligation to Tuners Vault. The commission rate is uniform across all Sellers and all categories, and Tuners Vault does not operate tiered, volume-based, or negotiated commission rates.
6.2 Settlement Invoice and Post-Transaction Procedures
Upon the close of a listing, Tuners Vault will process the 9.5% commission charge to the winning Buyer's credit card on file, or to an alternative credit card designated by the Buyer. Once the charge has been successfully processed, Tuners Vault will issue a settlement invoice to both the Buyer and the Seller. The settlement invoice confirms the result and introduces the parties for the purpose of completing the transaction. It discloses the final price, the amount collected by Tuners Vault, the remaining balance payable by the Buyer directly to the Seller, and any other relevant transaction details.
6.3 Receiving Payment from the Buyer
The remaining balance of the price, less the 9.5% already collected by Tuners Vault, is payable by the winning Buyer directly to the Seller within seventy-two (72) hours of the close of the listing, using a payment method accepted by the Seller. Tuners Vault does not collect, hold, escrow, process, or distribute payments between Buyers and Sellers beyond the initial commission charge. The Seller is solely responsible for communicating their accepted payment methods to the Buyer, either through the listing, the settlement invoice, or direct post-transaction communication.
6.4 Seller's Obligation Upon Receiving Payment
Once the Seller has confirmed receipt of the remaining balance from the Buyer, the Seller must ship the Item to the Buyer within seventy-two (72) hours. Failure to ship within that period may result in penalties, account restrictions, or suspension, at Tuners Vault's sole discretion. Where an Item requires crating, palletizing, or freight booking, the Seller should agree the arrangements with the Buyer promptly after issuance of the settlement invoice so that the shipping deadline can be met.
6.5 Failed Buyer Payments and Runner-Up Procedures
If the winning Buyer's credit card transaction for the 9.5% commission charge fails, Tuners Vault will contact the Buyer and afford twenty-four (24) hours to furnish a valid alternative payment method. Should the Buyer fail to do so, the winning bid will be forfeited, and Tuners Vault may offer the lot to the next-highest bidder. If the runner-up declines or fails to provide payment within twenty-four (24) hours, the lot will be nullified, and the Seller will be notified. The Seller may then relist the Item at their discretion.
6.6 Listing Fees and Additional Fees
Listing an Item on the Platform is free of charge as at the Effective Date of this Agreement, and Tuners Vault charges no insertion fee, no reserve fee, and no fee for unsold lots. Should Tuners Vault introduce any listing fee, payment-related fee, or other transaction fee in the future, the applicable fee will be disclosed prior to listing or sale, and the fee schedule will be published on the Platform. Tuners Vault reserves the right to update its fee structure upon reasonable notice; continued use of the Services following publication of an updated fee schedule constitutes acceptance of the revised fees.
6.7 Buyer Default on Remaining Balance and Deposit Retention
Where the 9.5% marketplace operations commission has been successfully collected from the winning Buyer but the Buyer subsequently fails to remit the remaining balance to the Seller within the seventy-two (72) hour payment window, the deposit shall be automatically and irrevocably forfeited by the Buyer. Tuners Vault shall retain the forfeited deposit in its entirety, and no portion of the forfeited commission shall be payable or transferable to the Seller, unless Tuners Vault, at its sole and absolute discretion, determines otherwise in a particular case. The Seller acknowledges that Tuners Vault's retention of the forfeited deposit is a term of the Platform's commission structure and does not create any obligation on the part of Tuners Vault to compensate the Seller for lost sale proceeds, opportunity costs, relisting expenses, or any other damages arising from the Buyer's default. In such circumstances, the Seller may relist the Item at their discretion.
7. Shipping, Fulfilment, and Insurance
7.1 Seller's Shipping Obligations
Sellers are responsible for shipping the correct Item as described in the listing; for packaging every Item securely and appropriately to prevent damage in transit, having regard to the weight, shape, and fragility of the component; for draining, purging, sealing, and protecting any component that has contained fluid; for providing valid shipment tracking information to the Buyer within a commercially reasonable period following despatch; and for shipping within seventy-two (72) hours of confirmed receipt of payment from the Buyer, unless a different shipping timeline has been explicitly agreed with the Buyer and disclosed in the listing. As a general standard of reasonable expectation, Sellers should endeavour to ship within forty-eight (48) hours of confirmed payment receipt, unless otherwise stated in or agreed per the settlement invoice.
7.2 Packaging Standards for Automotive Components
Machined surfaces, threads, sealing faces, and connector pins should be protected before packing. Castings and housings should be immobilized within the carton or crate so that they cannot shift in transit, and heavy assemblies should be secured to a pallet rather than shipped loose. Wheels should be shipped with the faces protected and the rims supported. Body panels and glass require rigid edge protection and corner reinforcement. Electronic modules should be packed in anti-static material. Where an Item exceeds standard parcel limits, the Seller should crate it and book a freight service appropriate to its weight and dimensions.
7.3 Packaging Discretion and Security
Sellers must not disclose, describe, indicate, or suggest the contents, identity, or value of any Item on the exterior of the shipping package, label, or crate, except where such disclosure is mandated by applicable customs regulations for international shipments or by the dangerous-goods rules applicable to the shipment. External markings, product imagery, branding, or value declarations affixed to or visible on the outside of a package materially increase the risk of theft during transit, including theft by carrier personnel. Tuners Vault strongly recommends the use of plain, unmarked outer packaging for all shipments, and particularly for parcels containing high-value components such as electronic control units, forged wheels, turbochargers, and seats.
7.4 Condition Evidence and Tamper Protection
To protect against fraudulent claims and to preserve chain-of-custody integrity, Tuners Vault strongly recommends that Sellers photograph every Item from all sides immediately before packing, record and photograph the part number, casting number, and any serial number, photograph the packed carton or crate before sealing, and retain that evidence together with the shipping documentation until the transaction is closed. Sellers are further advised to apply uniquely identifiable tamper-evident tape or serialized security seals to the package and, where practicable, to the Item itself, rather than generic tape that may be easily duplicated. Such measures are not mandatory, but they provide clear evidence should a Buyer later assert that the Item received differs from the Item shipped.
7.5 Insurance Recommendation
Tuners Vault strongly recommends that Sellers insure all shipments, and particularly those involving engines, gearboxes, forged wheels, seats, electronic control units, and other high-value components. Sellers should note that many carriers exclude or cap liability for used mechanical components, for items not packed to the carrier's published standard, and for dangerous goods, and should confirm the coverage actually available before despatch. The cost and procurement of shipping insurance is the Seller's responsibility, unless the Buyer has agreed to bear such cost as part of the shipping arrangement. Tuners Vault does not provide, arrange, or administer shipping insurance on behalf of any User.
7.6 Carrier Selection, Risk of Loss, and Post-Delivery Responsibility
The Seller is responsible for selecting a suitable carrier and shipping method appropriate to the value, weight, dimensions, and regulatory classification of the Item. Unless otherwise agreed in writing between Buyer and Seller, risk of loss or damage to the Item passes from the Seller to the Buyer upon delivery of the Item to the carrier.
Once the carrier's tracking system records the Item as delivered, whether through electronic delivery confirmation, signature capture, or equivalent proof-of-delivery record, the Seller's shipping obligation shall be deemed fully satisfied. Any claim arising after confirmed delivery, including allegations of non-receipt, theft from the delivery location, package tampering, or damage discovered after acceptance, shall be the Buyer's sole responsibility to pursue directly with the shipping carrier or, where appropriate, with local law enforcement authorities.
Tuners Vault is not responsible for delays, losses, damage, destruction, theft including theft by carrier personnel, mishandling, or any other issue arising from the performance or non-performance of shipping carriers. All claims relating to lost, damaged, destroyed, or stolen shipments must be initiated by the affected party directly with the shipping carrier in accordance with the carrier's claims procedures and applicable law. Tuners Vault does not act as an intermediary in shipping disputes between Users and carriers.
8. Customs, Duties, and Export Compliance
8.1 Seller Export Obligations
Sellers who ship Items internationally are solely responsible for all export compliance obligations. Customs declarations must carry an accurate description of the component, a truthful declared value, the correct tariff classification where one is required, and an accurate country-of-origin statement. The deliberate undervaluation of Items to reduce customs duties is strictly prohibited, as is the description of a commercial shipment as a gift, a sample, or a warranty return when that characterization is inaccurate. Sellers must comply with all applicable export regulations, trade sanctions, and embargoes, and must not ship to a destination or a party to which shipment is restricted.
8.2 Tariff Classification and Preferential Origin
Automotive and motorcycle components attract tariff treatment that varies by commodity, by country of origin, and by the trade measures in force at the time of importation. A Seller who states a tariff classification, a country of origin, or an entitlement to preferential treatment under a trade agreement, including the Canada-United States-Mexico Agreement, must hold a reasonable basis for that statement and must be able to support it if a customs authority requires proof. Measures applicable to automotive goods change frequently, and a classification or origin statement that was correct when an Item was acquired may no longer be correct when it is shipped. Sellers are directed to the Cross-Border Duties, Taxes & Customs Policy and should verify the current position with the customs authority concerned.
8.3 Consequences of Misrepresentation
Misrepresentation of shipment value, contents, classification, origin, or dangerous-goods status constitutes a violation of this Agreement and may result in listing removal, transaction cancellation, account suspension, permanent marketplace ban, reporting to payment processors, and reporting to customs, environmental, transport, or law enforcement authorities where legally required or permitted. Tuners Vault does not verify Seller customs documentation and assumes no liability for information provided by Sellers to customs authorities or carriers.
9. Dispute Resolution Between Buyer and Seller
9.1 No Returns or Refunds by Tuners Vault
Tuners Vault cannot and does not issue returns, refunds, exchanges, or credits in respect of any completed sale. The Platform is not a party to the contract of sale between the Buyer and the Seller, and it assumes no responsibility for post-sale disputes.
9.2 Exclusive Buyer-Seller Resolution
All disputes related to a transaction must be resolved exclusively between the Buyer and the Seller, including payment disputes, shipping delays or failures, concerns as to Item condition, fitment, authenticity, or originality, allegations that a Part failed in service, buyer remorse, pricing disagreements, and any claim arising under applicable consumer protection or commerce laws. Tuners Vault may, at its sole discretion, facilitate communication between the parties or conduct a limited review in accordance with the Terms of Service, but is under no obligation to intervene and does not guarantee any resolution.
9.3 Seller Return Policies
Sellers are encouraged to include clear return and refund policies within their individual listing descriptions. Where a Seller elects to accept returns, the terms, conditions, timelines, restocking charges, and procedures governing such returns must be clearly stated in the listing, together with any exclusion for Items that have been installed, machined, disassembled, heat-cycled, painted, or otherwise altered after delivery. Where a Seller elects a no-returns policy, that election should be conspicuously disclosed in the listing so that Buyers may make informed bidding decisions. Tuners Vault does not mandate any particular return policy, but Sellers should note that a stated policy does not displace a right that mandatory consumer protection law confers on a consumer buyer.
10. Non-Circumvention and Protection Period
10.1 Prohibition on Off-Platform Transactions
Sellers agree not to circumvent or attempt to circumvent Tuners Vault's transactional processes or fee structure by any means, including completing transactions outside the Platform with Buyers introduced through Tuners Vault; sharing contact information for the purpose of arranging off-platform sales; altering listings to avoid commissions; or soliciting Buyers for private transactions.
10.2 Ninety-Day Protection Period
For a period of ninety (90) days following the close of any listing, the Seller and the Buyer introduced through that listing may not complete a private transaction for the same Item outside the Platform. Should such a transaction occur, the Seller agrees that the standard 9.5% commission remains due and payable to Tuners Vault, and Tuners Vault may invoice the Seller for the applicable commission, charge any payment method on file, offset amounts against future proceeds, suspend or terminate the Seller's account, and pursue all available legal remedies.
11. Intellectual Property
11.1 Seller Retention of Rights
Sellers retain ownership of the intellectual property embodied in the content they create and upload to the Platform, including listing descriptions, photographs, dyno sheets, and related materials.
11.2 Licence Grant to Tuners Vault
By uploading content to the Platform, Sellers grant Tuners Vault a non-exclusive, worldwide, royalty-free, transferable, sublicensable licence to use, reproduce, display, modify, and distribute such content in connection with the operation, marketing, and promotion of the Platform and the Services. The foregoing licence survives the termination of the Seller's account with respect to content previously uploaded.
11.3 Third-Party Rights and Manufacturer Marks
Sellers warrant that all content uploaded does not infringe the copyrights, trademarks, patents, or other intellectual property rights of any third party. Manufacturer names, model designations, chassis codes, and brand names may be used in a listing only to identify the Item offered and the vehicles with which it is represented to be compatible. Such use must not suggest that the Seller is an authorized dealer of, affiliated with, or endorsed by the manufacturer unless that relationship exists and can be substantiated. Any listing found to contain infringing content may be removed by Tuners Vault without prior notice, and repeated infringement constitutes grounds for permanent account termination.
12. Indemnification
Sellers agree to indemnify, defend, and hold harmless Tuners Vault, its officers, directors, employees, agents, affiliates, and licensors (collectively, the "Tuners Vault Parties") from and against any and all claims, demands, actions, suits, proceedings, losses, damages, liabilities, costs, and expenses, including reasonable legal fees and disbursements, arising out of or related to Seller listings, Item descriptions, photographs, or any content uploaded to the Platform; any transaction between the Seller and a Buyer; any breach of this Agreement, the Terms of Service, or any related policy; any violation of applicable law, regulation, or third-party right; any claim by a Buyer or any other party regarding the condition, authenticity, originality, fitment, provenance, or legality of any Item sold by the Seller; any claim that an Item sold by the Seller caused mechanical failure, vehicle damage, personal injury, or death; and any claim arising from the Seller's failure to comply with customs, tax, export, emissions, safety, dangerous-goods, or shipping obligations.
13. Limitation of Liability
To the fullest extent permitted by applicable law, the Tuners Vault Parties shall not be liable for any direct, indirect, incidental, special, consequential, punitive, or exemplary damages arising out of or in connection with Buyer actions, non-performance, or default; market value fluctuations or changes in demand; lost profits, lost revenue, or lost business opportunities; shipping delays, losses, or damage caused by carriers; regulatory action taken against a Seller by a customs, environmental, transport, or safety authority; disputes between Sellers and Buyers; or any other matter arising from the Seller's use of the Platform or participation in any transaction.
In all cases, Tuners Vault's total aggregate liability for any and all claims arising in connection with a particular transaction shall not exceed the total fees actually paid by the Seller to Tuners Vault in relation to that specific transaction.
14. Account Suspension and Termination
Tuners Vault may suspend, restrict, or terminate Seller accounts for violations of this Agreement, the Terms of Service, the User Agreement, or any related policy; for fraud, misrepresentation, deceptive practices, or misconduct; for listing prohibited or non-compliant Items; for tendering undeclared dangerous goods to a carrier; for failure to ship Items within the prescribed timelines; for sustained Buyer complaints; for legal or regulatory concerns; and for any other conduct that Tuners Vault, in its sole discretion, deems detrimental to the Platform or its Users. Termination does not relieve the Seller of any outstanding obligations or liabilities incurred prior to termination, including unpaid commissions, damages owed to Buyers, or indemnification obligations under Section 12.
15. Seller Tax Responsibility
Sellers are solely responsible for all tax obligations arising from sales conducted through the Platform, including reporting all income derived from sales to the applicable tax authority; maintaining accurate financial records; collecting and remitting applicable sales taxes, goods and services taxes, harmonized sales taxes, value-added taxes, or equivalent consumption taxes where required by law; and submitting all required tax documentation, including income tax returns, information returns, and sales tax filings. Tuners Vault may issue tax forms or disclosures as required by applicable law, including reporting to the Canada Revenue Agency, the Internal Revenue Service, or other governmental authorities. No tax advice is provided by Tuners Vault, and no representation is made regarding the tax consequences of any transaction.
16. Dispute Resolution and Arbitration
The dispute resolution provisions set forth in the Terms of Service apply in full to this Agreement. Sellers must first attempt informal resolution by providing written notice to Tuners Vault at info@tunersvault.com, after which both parties shall engage in good-faith negotiations for no fewer than thirty (30) days. If the dispute remains unresolved, it shall be submitted to final and binding arbitration in the Province of Ontario, Canada, pursuant to the Arbitration Act, 1991, S.O. 1991, c. 17, before a single neutral arbitrator. All disputes must be brought individually; class actions, representative proceedings, and jury trials are waived to the fullest extent permitted by law. Either party may bring an individual claim in Small Claims Court where the applicable monetary threshold is satisfied. The arbitration and class-waiver provisions apply only to the extent permitted by the law governing the Seller concerned, and the mandatory statutory rights described in the Terms of Service are not waived.
17. Governing Law
The present Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict-of-law principles. To the extent that any matter falls outside the scope of the arbitration provisions, the courts of the Province of Ontario located in the City of Toronto shall have exclusive jurisdiction, and you hereby irrevocably attorn to the jurisdiction of such courts.
18. Electronic Contracting
By listing an Item, clicking "I Agree," or otherwise accepting this Agreement through the Platform's electronic interface, you acknowledge that your acceptance constitutes a valid and enforceable electronic agreement within the meaning of the Electronic Commerce Act, 2000, S.O. 2000, c. 17 (Ontario), and applicable federal and international frameworks governing electronic transactions. You waive any objection to the enforceability of this Agreement based solely on its formation by electronic means.
19. Severability
Should any provision of this Agreement be determined by a court or arbitrator of competent jurisdiction to be invalid, illegal, or unenforceable, such determination shall not affect the validity or enforceability of the remaining provisions. The invalid provision shall be modified to the minimum extent necessary to render it valid and enforceable, or, where modification is not possible, severed from this Agreement.
20. Entire Agreement
Together with the Terms of Service, the User Agreement, the Buyer Agreement, the Settlement Agreement and Policy, the Privacy Policy, the Cookie Policy, the Cross-Border Duties, Taxes & Customs Policy, and the High-Value Risk Policy, this Agreement constitutes the entire agreement between you and Tuners Vault with respect to the subject matter hereof. No waiver of any provision shall be effective unless in writing and signed by Tuners Vault. The failure of Tuners Vault to exercise or enforce any right under this Agreement shall not constitute a waiver of such right.
21. Contact Information
For any questions, concerns, or formal notices regarding this Agreement, please contact Tuners Vault by email at info@tunersvault.com or through the website at https://tunersvault.com.
22. Acknowledgement
By listing an Item, submitting inventory, or participating as a Seller on the Platform, you confirm that you have read this Seller Agreement in its entirety, that you understand all provisions contained herein, and that you voluntarily agree to be bound by its terms. You further acknowledge that you have had the opportunity to seek independent legal advice prior to accepting this Agreement.
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