TERMS OF SALE
Set forth below are the terms and conditions (the "Terms") that shall apply to any purchase by any party (a "Buyer") either directly from Bentley & Associates, LLC ("B&A") or in a transaction (a "Transaction") in which B&A serves as broker, agent, liquidator or auctioneer for any third party owner.
The Terms apply to all Transactions, including without limitation, public auctions conducted by B&A and direct purchases by Buyer of any item either before, after or independent of any public auction.
TERMS AND CONDITIONS
1. All machinery, equipment, merchandise and other items (the "Goods") are sold on an "AS IS/WHERE IS" basis with no warranties or representations whatsoever, either expressed or implied. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE AND MERCHANTABILITY are expressly disclaimed.
2. Buyers must register prior to bidding at any auction sale. B&A must receive a deposit of not less than twenty five percent (25%) of the Buyer's TOTAL PURCHASE PRICE by the end of sale day. B&A must receive the balance of the total purchase price no later than the close of business on the day following the auction (the "Final Payment Date"). All payments must be in cash, cashier's or certified check, federal wire transfer of immediately available funds or a corporate check accompanied with a bank letter of guarantee, and all of the foregoing must be in form, scope and substance acceptable to B&A. WE DO NOT ACCEPT CREDIT CARDS. Without limiting B&A'S discretion, no corporate checks without a bank guarantee and no personal checks will be accepted. No title shall pass to Buyer until the total purchase price and all Taxes have been paid to B&A in collected funds.
3. Buyer must also pay to B&A on or before the Final Payment Date, all sales, export, use and other taxes due to any federal, state or local taxing authority (the "Taxes") as a result of Buyer's purchase, including without limitation, any taxes arising from any Buyer's Premium (as defined below).
To receive the benefit of any tax exemption, Buyer must supply B&A with a sales tax exemption certificate acceptable in form, scope and substance to B&A in B&A'S sole discretion.
4. B&A in its sole discretion may impose a buyer's premium ("Buyer's
Premium") on any Goods sold. The Buyer's Premium is a percentage that is added to the final purchase price of any item. B&A shall charge and collect from each successful bidder a 10% buyer's premium for each sale at the auction, in addition to the purchase price as bid. Webcast bidders will be charged a 13.5% Buyer's Premium.
5. Buyer must remove all Goods purchased before the final removal date and time (1) announced by B&A at the auction (the "Removal Date"). No Goods shall be removed until (2) the full purchase price and all applicable taxes thereon have been received by B&A in the form required herein. Any Goods not removed on or before the Removal Date shall be subject to storage charges that B&A may in its discretion impose. Any items not removed on or before the Removal Date shall be deemed abandoned and B&A shall have no further obligation to Buyer with respect to such items. (See also #7. SMALL LOT
6. Buyer shall be responsible for the safe and proper removal of any Goods purchased by Buyer. Goods weighing more than 100 pounds must be removed by a qualified, insured rigger. Before any removal, Buyer must provide B&A with a certificate of insurance from the rigger, which certificate must be in form, scope and content acceptable to B&A in B&A'S sole discretion. Without limiting B&A'S discretion, such certificate must show that the rigger carries comprehensive liability insurance written by an insurance carrier of national standing and in an amount of not less than two million dollars ($2,000,000.00). Without limiting the generality of the foregoing, Buyer shall restore and repair all real and personal property that is altered or damaged as a result of Buyer's removal of the Goods. B&A shall have no responsibility to disconnect utilities to the sold asset, including electric, gas, waste and water lines. Buyer does hereby indemnify B&A, the owner of the Goods and the owner of the premises in which the Goods are located, from any and all claims, damages, and losses arising from Buyer's actions or actions with respect to the Goods and Buyer's presence on the premises in which the Goods are located, including without limitation, injuries to persons or property and environmental violations or contamination. Risk of loss on any Goods shall pass to the Buyer upon payment in full to B&A of all sums due from Buyer in respect to the Goods.
7. B&A shall have no responsibility whatsoever for any items that can be removed by hand if such items remain in the premises where the auction is conducted for more than forty-eight (48) hours after the auction.
8. After Buyer has removed any item from B&A'S possession, B&A shall have no obligation to make any adjustment or accommodation to Buyer because of any mistake in quantity or other defect or problem with respect to such item.
Buyer must make all requests for adjustments in writing to B&A before any item is removed from the premises where the auction is conducted.
9. B&A shall not be responsible for any damages, loss or theft of Goods except in the case of B&AS willful misconduct. Without limiting the foregoing, B&A shall not be responsible for damages or losses caused by strikes, civil disorders, or acts of God.
10. If for any reason B&A is unable to deliver any Goods purchased by Buyer, B&A'S sole liability shall be to return all sums paid by Buyer to B&A in respect of such Goods.
11. B&A, in its sole discretion, reserves the right to establish a reserve or minimum price on any Goods without having to announce, post or publish notice to attendees and buyers at any auction. B&A reserves the right to confirm or reject the final bid. Further, Bentley & Associates, LLC, and/or its affiliates or subsidiaries, may bid at the auction either for its own account or on behalf of a third party.
12. B&A, in its sole discretion, reserves the right to refuse the bid of any person without providing any notice or reason therefore.
13. B&A, in its sole discretion, shall control all bidding increments and advances at any auction. Bentley & Associates, LLC reserves the right to reject any bid that is only a minimal increase over the preceding bid, that is not commensurate with the value of the item being offered or that Bentley & Associates, LLC believes was made illegally or in bad faith. In the event of a dispute among bidders, Bentley & Associates, LLC may, in its sole discretion, either accept what it deems to be the final bid or solicit further bids on the item in dispute. No returns or refunds will be permitted, unless authorized by the seller in writing.
14. B&A reserves the right, in its sole discretion, to sell items advertised as a public auction sale, on a piece by piece basis or as a complete lot.
Without limiting the generality of the foregoing, B&A may accept a complete lot bid and then conduct an item by item auction which auction shall be effective only if the total proceeds there from exceed the amount of the complete bid.
15. All information provided by B&A to Buyers, including without limitation, any advertising, lot sales catalogs or otherwise, is subject to deletions, errors, additions, and changes without notice. Although information is gathered from sources thought to be reliable, B&A shall have no responsibility whatsoever for any information provided to any attendee or buyers. All buyers shall rely solely on their own investigation and inspection of any Goods.
16. The auctioneer may add other terms and conditions of sale, such additional terms and conditions to be announced prior to the auction. The headings contained herein are for convenience only and shall not limit or alter the Terms hereof.
17. If B&A is selling or auctioning any Goods on behalf of a third party owner, B&A shall act as an agent only and shall have no liability whatsoever for the acts of any owner/principal.
18. Buyers agree to comply will all US export control and related laws, and acknowledge that B&A is not the exporter of any purchased item. Certain items offered for sale at the auction may constitute "Restricted Technology." Under federal law, such items may not be shipped outside the United States. B&A makes no representation or warranty concerning, and has conducted no investigation to ascertain which items, if any, constitute Restricted Technology.
19. Buyers acknowledge that an auction site is a potentially dangerous place, Flammable, noxious, corrosive and pressurized substances may be present. Heavy equipment may be operated and electrical circuits may be live. Every person enters the auction site at his or her own risk with notice of the condition of the premises and the activities that will be or have been conducted on the premises. No person shall have any claim against B&A, the seller or their respective agents for any injuries sustained or for damages to or loss of property that may occur at the auction site.
20. If the Buyer fails to comply with any of the Terms, B&A shall have all rights and remedies available to it at law and in equity. Without limiting the generality of the foregoing, B&A may retain all deposits and partial payments received from Buyer and may resell any Goods that Buyer fails to purchase. Buyer shall be responsible for all costs, losses, and damages suffered by B&A (i) as a result of Buyer's breach of any of the Terms, including without limitation, lost profits and consequential damages, and
(ii) incurred in connection with the enforcement of B&AS' rights, including, without limitation, legal fees and costs and expenses related to the resale of Goods, including storage and rigging fees.