Effective Date: [Insert Date]
1.1 Definitions
In these Terms:
a. "Accepted Bid" means a bid accepted as successful by Carma via the Platform and communicated to the Approved Customer.
b. "Approved Customer" means a customer holding a valid Motor Dealer Licence, approved by Carma.
c. "Auction App" means the Carma digital auction application.
d. "Business Day" means a day other than a Saturday, Sunday or public holiday in New South Wales.
e. "Buyer", "Dealer" or "you" means an Approved Customer who submits a bid via the Platform.
f. "Carma", "we" or "us" means Carma Auto Pty Ltd (ABN 34 648 842 362), licensed under New South Wales Motor Dealer Licence Number MD087139.
g. "Cleared Funds" has the meaning given in the Payments & Collections Policy.
h. "Collection Window" has the meaning given in the Payments & Collections Policy.
i. "Consumer Law" means the Competition and Consumer Act 2010 (Cth) as amended from time to time including the Australian Consumer Law set out in Schedule 2, and all related regulations.
j. "Payments & Collections Policy" means the 'Carma Wholesale Payments & Collections Policy (NSW)' as updated from time to time. This policy contains mandatory payment, title, risk, collection, storage, security interest and default terms.
k. "Escalations & Returns Policy" means the 'Carma Wholesale Escalations & Returns Policy (NSW)' as updated from time to time.
l. "Platform" means Carma's online wholesale vehicle tender platform accessible via the Auction App.
m. "Tender" means the silent online bidding process conducted by Carma for the sale of Vehicles.
n. "Terms" means these Terms and Conditions as amended from time to time.
o. "Vehicle" means any motor vehicle offered for sale via the Platform.
1.2 Interpretation
a. Headings are for convenience only. A reference to "including" means "including without limitation".
b. Capitalised terms have the meaning given to them in the Payments & Collections Policy or the Escalations & Returns Policy, unless the context permits otherwise.
2.1 Application
These Terms apply to your use of the Platform and all Tenders and Accepted Bids.
2.2 Incorporated Policies
The Payments & Collections Policy and the Escalations & Returns Policy form part of these Terms and are incorporated by reference.
2.3 Precedence
a. For matters relating to payment, invoicing, Cleared Funds, title, risk, collection, storage, transport, and default, the Payments & Collections Policy prevails to the extent of any inconsistency.
b. For escalation/returns mechanics, the Escalations & Returns Policy prevails to the extent of any inconsistency.
c. Otherwise, these Terms prevail.
2.4 Versioning
The version of these Terms and each incorporated policy in force on the date of an Accepted Bid applies to that transaction. Carma may update these Terms and policies by notice in the Platform or email. Updates apply prospectively and will not materially disadvantage you for any Vehicle the subject of an Accepted Bid already communicated, unless required by law, safety, or to prevent fraud.
3.1 Dealer-Only Platform
The Platform is exclusively for licensed motor vehicle dealers acquiring Vehicles for re-supply only. By registering and each time you bid, you warrant that:
a. you hold a current valid Motor Dealer Licence in Australia;
b. you are acquiring Vehicles solely for the purpose of re-supply (wholesale or retail); and
c. all information provided during registration is accurate and current.
3.2 Account Security
You are responsible for:
a. maintaining the confidentiality of your account credentials;
b. all activity conducted through your account; and
c. notifying Carma immediately of any unauthorised use.
3.3 Suspension / Termination
Carma reserves the right to suspend or terminate your access to the Platform (acting reasonably) where Carma reasonably suspects fraud, security compromise, unlawful conduct, misuse of the Platform, repeated non-compliance with payment/collection requirements, or other material breach. Where practicable Carma will give notice, but may act immediately to protect Platform integrity, safety or to prevent loss.
4.1 Tender Process
Carma operates a silent tender process whereby registered dealers submit bids via the Platform. We reserve the right to accept or reject bids or bidders in our absolute discretion. Listings are invitations to treat and do not constitute offers. Carma may correct obvious errors and may withdraw a Vehicle from a Tender at any time before it notifies acceptance of a bid.
4.2 Bid rules
Bids must be genuine and submitted by an authorised representative. You must not collude with other bidders, manipulate outcomes, or interfere with the Platform. Carma may disqualify non-compliant bids (acting reasonably).
4.3 Bid evaluation and acceptance (important disclosure):
(a) All Vehicle listings are subject to a reserve price or minimum acceptable price which is a key determinant. Carma is not required to accept the highest bid (or any bid).
(b) The highest bidder will generally be offered a first right of refusal, but Carma may accept another bid or reject all bids.
(c) In deciding when to accept a bid, Carma may consider (in addition to bid price) Approved Customer quality and account standing, return cadence (both Vehicles and Tender participation), and post-Tender efficiency (primarily payment timeliness and collection compliance).
4.4 Contract Formation
A binding contract is formed only when Carma notifies you (via the Platform, phone, and/or email) that a bid has been accepted (Accepted Bid). Once the bidding period has ended a bid cannot be withdrawn, except where required by law or where Carma agrees in writing.
4.5 No Guarantee
Carma does not guarantee that any Vehicle will be sold or that any bid will be accepted, even if it is the highest bid received.
5.1 Tax Invoice
Following an Accepted Bid, Carma will issue a tax invoice to your nominated billing contact within 24 hours. You must pay the Purchase Price and all applicable fees in Cleared Funds within 2 Business Days of the invoice date (Payment Due Date).
5.2 Payment Obligations
Payment must be made by electronic funds transfer (EFT) only to the account specified on the invoice. You must include the invoice number as the payment reference and send remittance advice immediately after transfer.
5.3 No set-off
You must pay all amounts in full without set-off, deduction or counterclaim, except to the extent required by law.
5.4 GST
Amounts are stated exclusive of GST unless expressly stated otherwise. Where GST is payable, the Approved Customer must pay the GST at the same time as the consideration. Carma will issue a compliant tax invoice.
5.5 Title and risk
Title to a Vehicle passes to you only when Carma receives the Purchase Price and all other amounts owing in Cleared Funds.
Risk of loss or damage passes to you when the Vehicle is:
(a) collected by or on behalf of the Approved Customer from the Pick-Up Location; or
(b) loaded onto a carrier arranged by the Approved Customer or by Carma at Approved Customer's request,
whichever occurs first.
Where you have paid but do not collect within the Collection Window, Carma may arrange transport on your behalf without further consent as your agent and at your cost. Risk passes to you when the Vehicle is handed to the carrier or loaded onto Carma's carrier for transportation.
5.6 PPSA
Until title passes, you grant Carma a security interest, including a purchase money security interest, in each Vehicle and its proceeds to secure all amounts owed. You consent to Carma registering the security interest on the PPSR and waive any right to receive verification statements to the extent permitted by law.
5.7 Payment security
You must only pay to the bank account shown on the invoice and comply with the verification requirements in the Payments & Collections Policy. Carma will not notify bank detail changes by SMS or instant message.
6.1 Collection Window
You must book and complete collection within 3 Business Days of the invoice date (Collection Window) during Carma's site operating hours.
6.2 Release conditions
Carma may require photo ID, authority documents for carriers, and compliance with site safety rules, and may refuse release where details do not match (acting reasonably).
6.3 Lien/No Release
Carma may retain possession of any Vehicle (including other Vehicles purchased by you) until all amounts owed under these Terms and the Payments & Collections Policy are paid in full.
6.4 Late collection and storage
If you do not collect within the Collection Window, Carma may charge fees (including storage and late collection) as set out in the Payments & Collections Policy.
6.5 Transport arranged by Carma
If you have paid but do not collect the Vehicle within 3 Business Days of the invoice date, Carma may arrange transport to your nominated address without further consent. All transport, storage and service charges are payable by you in accordance the Payments & Collections Policy.
7.1 Non-payment or late payment:
If Cleared Funds are not received by the Payment Due Date, Carma may (acting reasonably) cancel the sale and/or relist the Vehicle for sale (by tender, auction or private sale). Carma will use commercially reasonable efforts in timing and manner of resale and will credit all net proceeds towards amounts you owe.
7.2 Notice
Carma will give you written notice of cancellation and may proceed to resale if payment is not made within 1 Business Day of that notice (or such longer period as Carma may allow in writing).
8.1 "As-Is, Where-Is" Sales
All Vehicles are sold on an "as-is, where-is" basis for trade only. Carma provides vehicle specifications, photography and high-level condition commentary where applicable including disclosure of known major mechanical issues affecting the engine, gearbox or driveline and known major damage or paint defects not Visible in Photography, to support informed bidding, but does not provide inspection reports or photographs of every imperfection and does not give warranties or guarantees as to condition, quality or fitness.
8.2 Your due diligence:
You are responsible for reviewing the listing and conducting your own due diligence (including PPSR, WOVR and odometer checks) before bidding.
8.3 Descriptions are guides:
Descriptions are indicative only and may be based on an external walk-around. There may be other defects not identified or visible. References to odometer readings refer only to what is displayed.
8.4 Disclosures:
Where available, Carma will disclose known WOVR status, odometer rollbacks or major defects; however, you must satisfy yourself prior to bidding and collection.
9.1 Escalations & Returns Policy applies
The Escalations & Returns Policy governs the escalation and returns process and is not a consumer warranty. Returns (if any) are provided as a goodwill measure in the limited circumstances and strictly in accordance with the Escalations & Returns Policy.
9.2 Reporting window and condition
You must report within 48 hours of collection/delivery using the Escalations & Returns Policy template and keep the Vehicle in substantially the same condition as at collection/delivery (no repairs or modifications) to remain eligible.
9.3 Verification and inspection
Carma may review evidence and may require an on-site inspection. If requested, you must return the Vehicle to Carma's site within 48 hours of request for inspection (per the Escalations & Returns Policy).
9.4 Remedies
If a qualifying Major Issue is confirmed, Carma may offer a refund of the purchase price actually paid or an alternative solution (e.g., targeted repair or reasonable contribution) as set out in the Escalations & Returns Policy. Ancillary costs are not reimbursed.
9.5 Offsets
Any unpaid fees owed under the Payments & Collections Policy may be deducted from any refund payable, as set out in the Escalations & Returns Policy.
9.6 Dispute resolution
Disputes relating to payment, fees, collection or damage must be notified and handled in accordance with the dispute resolution process in the Payments & Collections Policy. Each party must continue to perform undisputed obligations during a dispute.
10.1 Limitation of liability
To the maximum extent permitted by law, Carma excludes all liability for any direct, indirect, incidental or consequential loss arising out of or in connection with the purchase, transport, condition or use of any vehicle. Vehicles are sold strictly "as is, where is". Carma makes no representation or warranty regarding vehicle condition, roadworthiness, fitness for purpose, or completeness.
10.2 Indemnity:
You indemnify Carma for losses arising from your breach of these Terms, unlawful conduct, negligence, or your re-supply representations, and for third party claims arising from those matters. This indemnity does not apply to the extent the loss is caused by Carma's negligence, fraud or wilful misconduct.
11.1 Availability:
Carma may perform maintenance, and the Platform may be unavailable from time to time. Carma will use reasonable endeavours to minimise disruption.
11.2 Acceptable use:
You must not (and must not attempt to) reverse engineer, scrape, copy, or interfere with the Platform, or use it for unlawful purposes.
11.3 IP:
Carma (and its licensors) owns all intellectual property in the Platform and its content, excluding any content you provide. You grant Carma a licence to use content you provide for operating the Platform and Tenders.
a. Each party must comply with its obligations under the Privacy Act 1988 (Cth), including the Australian Privacy Principles.
b. Personal information is collected, used and disclosed in accordance with Carma's Privacy Policy, available at carma.com.au/privacy-policy. By using the Platform, you consent to the collection, use and disclosure of your personal information as set out in the Privacy Policy.
You consent to electronic communications and contract formation via the Platform and email, and agree the Electronic Transactions Act 2000 (NSW) applies.
14.1 Entire Agreement
These Terms, the Payments & Collections Policy, the Escalations & Returns Policy and any other documents expressly incorporated form the entire agreement regarding the Platform and Tenders.
14.2 Severability
If any provision of these Terms is held to be invalid or unenforceable, that provision will be severed and the remaining provisions will remain in full force and effect.
14.3 Waiver
a. No waiver by Carma of any breach constitutes a waiver of any subsequent breach.
b. Failure or delay by Carma in exercising any right does not waive that right.
14.4 Assignment
You may not assign or transfer your rights or obligations under these Terms without Carma's prior written consent. Carma may assign or transfer its rights at any time.
14.5 Governing Law
These Terms are governed by the laws of New South Wales, Australia. You submit to the non-exclusive jurisdiction of the courts of New South Wales.
14.6 Notices
Notices to us must be sent to:
Carma Auto Pty Ltd
Email: wholesale@carma.com.au
Phone: +61 483 944 743
Notices to you will be sent via the Platform or to the email address provided by you.
Last update: [ ] April 2026