DRAFT v0.1 — 19 August 2026 — prepared for review by qualified counsel; not yet in force.
Key points (summary only — not binding; the numbered clauses govern)
- These Rules govern sealed-bid Tenders and Timed Auctions on Vistason; best offer and fixed price are governed by the Marketplace Rules.
- Only verified Buyers in good standing may bid; Sellers may run open or invitation-only processes.
- Tender bids are sealed, may be revised once before close, and remain binding for [14] days after close. Reserve prices are private.
- The Seller may cancel a Tender before close and, after close, awards within [5] business days at its discretion — it is not bound to accept the highest bid.
- An award or winning auction bid forms a binding Sale Contract. The Buyer pays the purchase price into the Settlement Account within [7] days; default leads to forfeiture of any bid deposit and suspension.
- Timed Auctions use minimum increments, proxy bidding and an anti-sniping extension of [5] minutes.
- Collusion, bid-rigging, shill bidding and sharing of bid information are prohibited and may be reported to competition authorities.
- Vistason administers the process and keeps the record; it is not the seller, the buyer or the auctioneer of record unless expressly stated.
1. Scope and definitions
1.1 These Tender and Auction Rules (the "Rules") govern sale processes on the Vistason Platform conducted as sealed-bid Tenders or Timed Auctions. They form part of the Terms of Service and must be read with the Marketplace Rules, the Fee Schedule, the Settlement and Payments Terms, the Export Control & Sanctions Policy and the Dispute Resolution & Returns Policy. Capitalised terms have the meanings given in the Terms of Service.
1.2 The Platform offers four sale modes:
- Best offer (default) — Buyers submit Offers on Units or Listings; the Seller may accept, counter or decline; governed by the Marketplace Rules.
- Fixed price — the Seller states a price at which a Buyer may purchase immediately; Acceptance occurs on the Buyer's confirmation; governed by the Marketplace Rules.
- Tender — a sealed-bid process in which a Seller invites bids on a Listing, lot or selection of Units by a stated deadline; bids are not visible to other bidders; the Seller evaluates and awards after close.
- Timed Auction — an open ascending-price process in which bids are visible (by amount, with bidder identities anonymised) and the highest bid at close, if at or above any reserve, wins.
1.3 A Tender or Timed Auction is a sale mode applied to a Listing or lot, not a separate object: the Listing standards, disclosures and prohibited-item rules in the Marketplace Rules apply in full.
1.4 Where these Rules conflict with the Marketplace Rules in relation to a Tender or Timed Auction, these Rules prevail. Where a signed order form between Vistason and the Seller specifies bespoke process terms (for example for a fleet-exit programme), those terms prevail over these Rules for that process and will be disclosed to bidders in the Tender documents.
2. Eligibility and invitations
2.1 Only Buyers whose Account has completed KYC/KYB and sanctions and export-control screening and is in good standing may view Tender documents, access data rooms and submit bids. Vistason may impose additional eligibility requirements for specific processes (for example evidence of funding, regulatory approvals, or an end-user undertaking for engines or export-controlled lots).
2.2 A Seller may run a Tender as open (visible to all eligible Buyers, listed in the Tenders tab and as a filter on Listings) or invitation-only (visible only to Buyers the Seller or Vistason invites). The Seller may exclude specific Buyers, but may not do so on a discriminatory basis prohibited by law.
2.3 Vistason may notify Radar subscribers of new Tenders in accordance with their plan. Early notification under Radar does not confer any priority in evaluation.
2.4 Related parties of the Seller (affiliates, officers, employees and their family members, and agents) may not bid in the Seller's own Tender or Timed Auction.
3. Launch and Tender documents
3.1 A Seller launches a Tender from Hangar by selecting the Units or Listing, setting the timetable (information stage, bid deadline, evaluation period), the reserve price (private), the bid validity period (default [14] days after close), permitted bid conditions, the lot structure (whole package only, per-lot bids or per-Unit bids), and any bid deposit required.
3.2 The Tender documents comprise the Listing Content, the lot structure, the timetable, the bid form, any draft sale terms additional to the Terms of Service, the data room index and these Rules. Vistason publishes them to eligible Buyers and may assist the Seller in preparing them as part of managed services; the Seller remains responsible for their accuracy.
3.3 Once bids have been received the Seller may not change the lot structure, the sale terms or the reserve price except through a formal amendment notified to all bidders under clause 7, which resets or extends the deadline if Vistason considers it necessary for fairness.
4. Information stage: data room, Q&A and inspection
4.1 During the information stage the Seller shall make available through the data room the Trace Documents, photographs, inventory lists, condition and life-status data and other information reasonably necessary to evaluate the lot. Data room access is logged, may be watermarked and may be revoked; contents are confidential under clause 12.
4.2 Buyers may submit questions through the Q&A function until the Q&A deadline. The Seller shall answer within [2] business days. Answers that correct or add to the Tender documents are published to all bidders, anonymised as to the questioner; purely commercial questions (for example about a bidder's own financing) may be answered privately.
4.3 Physical inspection, where offered, is arranged through the Deal Room or Tender Q&A at the Seller's location on reasonable notice during the information stage, at the Buyer's cost unless stated otherwise. Inspection is at the Buyer's risk and does not alter the Seller's warranties under the Terms of Service.
4.4 Information provided during the information stage that is not reflected in the Listing Content or an amendment notice does not form part of the Sale Contract unless recorded in the Deal Room on award.
5. Bid submission
5.1 Bids are submitted through the Platform's bid form only. Bids by email, telephone or in the Deal Room are not valid. A bid must state: the lot(s) or Units bid for; the price per lot (or per Unit where per-Unit bidding is allowed) exclusive of freight and taxes; the currency (in the Tender's stated currency); any permitted conditions; and confirmation that the bidder has read the Tender documents and these Rules.
5.2 Sealed. Bids are encrypted and not visible to other bidders. The Seller and Vistason cannot see bid amounts until unsealing at close, except that Vistason's systems may validate form and eligibility and Vistason staff with a compliance need may access the record under clause 14.
5.3 One revision. A bidder may revise or withdraw its bid once before close by submitting a replacement through the Platform; the replacement supersedes the original. No further revision is permitted. No revision or withdrawal is permitted after close.
5.4 Validity. Bids are binding and irrevocable from close until expiry of the validity period, by default [14] days after close, unless earlier rejected in writing by the Seller or superseded by an award.
5.5 Conditions. Bids may include only the conditions the Seller has marked as permitted in the Tender documents (for example "subject to satisfactory pre-delivery inspection within [5] business days", "subject to export licence"). Conditions not permitted render the bid non-compliant and it may be rejected. Bids may not be made subject to financing, board approval or the outcome of another tender, unless expressly permitted.
5.6 Bid deposit. Where the Seller requires a bid deposit, the Buyer shall lodge it in the Settlement Account before the deadline; deposits of unsuccessful bidders are returned within [5] business days of award; the successful bidder's deposit is applied to the purchase price or forfeited under clause 9.
5.7 Late, incomplete or non-compliant bids are rejected and the bidder is notified. Vistason's timestamp is conclusive as to the time of submission.
6. Reserve price
6.1 The Seller may set a reserve price per lot before launch. The reserve is private and is not disclosed to bidders, to Vistason staff outside the administration function, or after the process ends, except in a dispute under clause 15.
6.2 If no compliant bid meets the reserve the Seller may: award to a bid below reserve at its discretion; negotiate with one or more bidders under clause 8.4; or close the Tender without award. A "no reserve" Tender is one where the Seller has stated that it will award to the highest compliant bid, and the Seller is then bound to do so subject only to clause 8.3.
7. Amendments, extensions and cancellation before close
7.1 The Seller may extend the bid deadline or amend the Tender documents before close. Every extension or amendment is notified simultaneously to all eligible bidders through the Platform and by email, with the revised timetable. An extension of at least [2] business days is given where an amendment materially changes the lot, terms or information.
7.2 The Seller may cancel a Tender at any time before close, for any reason, by notice to all bidders through the Platform. On cancellation all bids lapse, deposits are returned and no Sale Contract arises. The Seller may not relaunch the same Units within [30] days without Vistason's consent where the cancellation appears to have been used to test prices.
7.3 Vistason may suspend, extend or cancel a Tender where it detects a Platform fault, a security incident, a sanctions or export-control issue, suspected collusion or a breach of these Rules, notifying all participants.
8. Close, unsealing, evaluation and award
8.1 At the stated deadline the Platform closes submissions and unseals bids to the Seller and its Approvers. Bidders are notified that the Tender has closed and the number of compliant bids received (not their amounts or identities).
8.2 The Seller evaluates bids and notifies its award decision through the Platform within [5] business days of close (the "Evaluation Period"), which Vistason may extend once by up to [5] business days on the Seller's request with notice to bidders. If no award is made within the validity period, bids lapse.
8.3 Seller discretion. Unless the Tender is expressly "no reserve", the Seller is not bound to accept the highest or any bid and may evaluate on price, conditions, lot coverage, bidder performance history on the Platform, delivery timing, export feasibility and any other lawful criterion stated or unstated. The Seller may not, however, use bids to negotiate off-platform, discriminate on a basis prohibited by law, or award to a related party.
8.4 Negotiation and best-and-final. The Seller may invite one or more compliant bidders to submit a best-and-final bid through the Platform within a stated window, or may negotiate in the Deal Room with the bidder it proposes to award to. Any such step is recorded.
8.5 Split awards. Where per-lot or per-Unit bidding was permitted, the Seller may award different lots or Units to different bidders.
8.6 Tie-breaks. Where two or more compliant bids are equal and the Seller has not selected on other criteria, the bid submitted earlier (by Platform timestamp) ranks first.
8.7 Unsuccessful bidders are notified of the outcome after award without disclosure of the winning bidder's identity or price, unless the Seller chooses to publish the result.
9. Post-award: binding contract, payment and default
9.1 An award notified through the Platform constitutes Acceptance under the Terms of Service and forms a binding Sale Contract between the Seller and the awarded bidder on the terms of the bid, the Tender documents, the Listing Content as at close, the Terms of Service and the Platform Documents. A Deal Room is opened automatically.
9.2 The Buyer shall pay the purchase price into the Settlement Account in cleared funds within [7] days of award, in the amount stated in the Deal Room, less any bid deposit already lodged. Vistason holds those funds as marketplace operator pending the Seller's performance and the Buyer's acceptance, and releases them to the Seller net of fees, as set out in the Settlement and Payments Terms. The Seller shall ship or make the Material available within the Shipping Window stated in the Tender documents or, where they state none, agreed in the Deal Room; that window may not exceed 30 days and starts when Vistason authorises shipment, which follows the Buyer's approval of the document set, and the Seller shall not dispatch before that authorisation. The Buyer's Inspection Window — likewise stated in the Tender documents or agreed in the Deal Room, and not exceeding 10 days — starts on confirmed arrival of the Material; if it expires without a response from the Buyer the Settlement Funds are not released automatically and the Transaction is queued for a Vistason decision.
9.3 Buyer default. If the Buyer fails to pay within the period, or repudiates the Sale Contract, then: (a) any bid deposit is forfeited to the Seller, less Vistason's fees per the Fee Schedule; (b) the Seller may cancel the Sale Contract and award to the next-ranked bidder whose bid remains valid, or relaunch; (c) the Buyer is liable to the Seller for any shortfall and costs under the Sale Contract; (d) Vistason may suspend the Buyer's bidding privileges for not less than [90] days and, for a second default, terminate the Account; and (e) Vistason may charge the Buyer the cancellation fee in the Fee Schedule.
9.4 Seller default. If the Seller fails to deliver awarded Material, or the Material is significantly not as described, the Buyer's remedies are as set out in the Dispute Resolution & Returns Policy, and Vistason may suspend the Seller's right to run Tenders.
10. Timed Auction rules
10.1 A Timed Auction opens at a stated time with a starting price and runs to a stated close. Bids are visible by amount; bidder identities are shown as anonymised bidder numbers. The reserve, if any, is private; the Platform indicates only whether the reserve has been met.
10.2 Increments. Bids must exceed the current high bid by at least the minimum increment shown, which Vistason sets by price band as published on the Platform, for example USD [—] below USD [—]; USD [—] between USD [—] and USD [—]; and [—]% above.
10.3 Proxy bids. A bidder may enter a maximum bid; the Platform bids on its behalf by the minimum increment only as needed to stay ahead, up to the maximum. Where two proxy bids are equal, the earlier-entered bid prevails.
10.4 Anti-sniping extension. If a bid is placed within the final [5] minutes, the close is extended by [5] minutes from that bid, repeatedly, until no bid is placed in the final [5] minutes. The Platform shows the current close time to all participants.
10.5 Binding. Each bid is a binding Offer that remains open until outbid or until close. At close, if the high bid is at or above the reserve (or there is no reserve), a Sale Contract is formed between Seller and high bidder, and clause 9 applies. If the reserve is not met, the Seller may within [2] business days accept the high bid, negotiate with the high bidder in the Deal Room, or close without sale.
10.6 Retraction. A bid may be retracted only for an obvious clerical error (for example an extra digit) reported immediately through the Platform, and only with Vistason's approval; Vistason may suspend a bidder who retracts more than once in [12] months.
10.7 The Seller may cancel a Timed Auction before the first bid is placed and, after the first bid, only with Vistason's consent for good cause (for example discovery of a disclosure issue), in which case all bids lapse.
11. Fair bidding and anti-collusion
11.1 Bidders shall not: agree with any other person to refrain from bidding, to bid at a particular level, to allocate lots or to share the benefit of an award (bid-rigging or cover bidding); exchange information about their intended bids; bid through nominees to disguise identity; or act in concert with the Seller to set prices (shill bidding). Joint bids by a consortium are permitted only if declared in the bid form and approved by the Seller before close.
11.2 Sellers shall not disclose any bid to another bidder, use a bid to solicit a higher price off-platform, or bid or procure bids on their own process.
11.3 Vistason monitors bid patterns and may investigate. Breach of this clause is a serious breach under the enforcement ladder of the Marketplace Rules, may lead to immediate suspension, cancellation of the award and forfeiture of deposits, and may be reported to competition or law-enforcement authorities. Bidders acknowledge that bid-rigging may be a criminal offence under applicable competition law.
12. Confidentiality
12.1 Tender documents, data room contents, Q&A, bid amounts and identities, reserve prices and award terms are confidential and may be used only to evaluate and perform the relevant Transaction. Bidders shall not disclose them to third parties (other than professional advisers and financiers under equivalent confidentiality) and shall delete or return data room material after the process unless they are the awarded bidder.
12.2 Vistason may disclose process information to the [PAYMENT SERVICES PROVIDER], forwarders and inspectors as needed to perform the Transaction, to regulators and courts where required by law, and in anonymised, aggregated form in accordance with the Terms of Service.
13. Vistason's role
13.1 Vistason designs, hosts and administers the Tender and Timed Auction process, verifies bidder eligibility, timestamps and records bids, unseals bids to the Seller at close, notifies outcomes, and opens the Deal Room and the settlement steps. Vistason acts as administrator on behalf of both parties for these ministerial functions only.
13.2 Vistason is not the seller, the buyer, an agent with authority to accept bids, or the auctioneer of record, and does not provide valuation advice, unless a signed order form expressly states otherwise; where Vistason acts as auctioneer of record for a specific process, the additional terms and any required licence will be disclosed in the Tender documents.
13.3 Vistason is not responsible for the Seller's evaluation decisions, for the accuracy of Tender documents, or for the performance of any party under a Sale Contract, and has no liability for a Seller's exercise of discretion under clause 8.
13.4 Fees for Tenders and Timed Auctions (the success fee payable by the Seller at the package/tender tier, and the settlement fee payable by the Buyer) are set out in the Fee Schedule.
14. Record keeping
14.1 Vistason maintains an audit record of each process: the Tender documents and every amendment, data room access logs, Q&A, each bid with its timestamp and revision history, unsealing, evaluation notes entered by the Seller, award notices, deposits and Deal Room steps. Records are retained for [10] years in accordance with the Privacy Policy and made available to the Seller, and to the relevant bidder as regards its own bids, on request.
14.2 A Seller may request a process certificate summarising the timetable, number of bidders, number of compliant bids and the award, for its internal audit and finance sign-off.
15. Disputes
15.1 A bidder who believes a process was conducted in breach of these Rules must raise the matter through the Platform within [5] business days of the award notice. Vistason will review the record, may seek comments from the Seller and other bidders, and will respond within [10] business days. Vistason may, where it finds a material breach, recommend that the Seller re-run the process or revoke an award for which the purchase price has not yet been paid into the Settlement Account; Vistason cannot compel an award.
15.2 Disputes about delivered Material under a Sale Contract formed by award are handled under the Dispute Resolution & Returns Policy. Any other dispute between Vistason and a Customer is subject to the governing law and venue in the Terms of Service; disputes between Seller and Buyer under the Sale Contract are subject to [ARBITRATION PROVIDER / courts as agreed in the Deal Room].