BY REGISTERING FOR ANY AUCTION EVENT YOU ACKNOWLEDGE THAT YOU HAVE READ AND AGREE TO ANY AND ALL TERMS AND CONDITIONS OF THE SALE, INCLUDING OUR STANDARD TERMS AND CONDITIONS, SALES TAX RULES FOR THAT PARTICULAR EVENT AND REMOVAL RESTRICTIONS
TERMS OF SALE
Set forth below are the terms and conditions (the "Terms") that shall apply to any purchase by any party (a "Buyer,” “Purchaser” or “Bidder") either directly from Meadoworks, LLC ("Auctioneer") or in a transaction (a "Transaction") in which Auctioneer serves as broker, agent, liquidator or auctioneer for any third party owner (“Seller”). The Terms apply to all Transactions, including without limitation, public auctions (“Events”) conducted by Auctioneer and direct purchases by Buyer of any asset (an “Asset” or “Lot”) either before, after or independent of any public auction. “Auctioneer Services” is defined as including, but not limited to, Auctioneer’s services in conducting and/or providing an on-line auction, whether on its own online auction platform or a third party online auction platform, or in conducting a live auction. By using or accessing any and all Auctioneer Services you agree you have read and understand the Terms stated herein and are bound to these Terms. The Sale Details / Important Information set forth on the website page for the auction shall also be deemed part of these Terms. If you do not understand any or all the Terms and Conditions herein please contact Auctioneer at 847.640.8580 x105 for further assistance. You may not use or access any Auctioneer Services if you do not agree to the Terms and Conditions stated herein
1. All Assets in the auction shall be sold to the highest Bidder; provided, however, that some assets may be auctioned with minimum reserve prices, and/or subject to Seller’s right of confirmation. Auctioneer 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 Auctioneer believes was made illegally or in bad faith. Further, Auctioneer may bid at the auction either for its own account or on behalf of a third party. In the event of a dispute among Bidders, Auctioneer may, in its sole discretion, either accept what it deems to be the final bid or solicit further bids on the item in dispute. All sales are final. No returns or refunds will be permitted, unless authorized by the Auctioneer or Seller in writing.
2. All machinery, equipment, merchandise and other items (the "Assets” or “Lots") are sold on an "AS IS - WHERE IS, WITH ALL FAULTS” (whether known or unknown) basis. NEITHER THE AUCTIONEER NOR SELLER MAKE ANY REPRESENTATIONS OR WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, WRITTEN OR ORAL, WITH RESPECT TO THE ASSETS, INCLUDING MAKING NO WARRANTY (AND EXPRESSLY DISCLAIMING ANY WARRANTIES) THAT THE ASSETS WILL BE MERCHANTABLE OR FIT FOR A PARTICULAR PURPOSE. Neither Auctioneer nor the Seller makes any warranties or representations of any kind or nature with respect to the Assets or their value, and in no event shall they be responsible for correctness of description, genuineness, completeness, or condition. No statement (oral or written) in the catalog, at the auction, or elsewhere shall be deemed such a warranty or representation, or any assumption of responsibility. Prospective Purchasers are urged to inspect the Assets and verify any material information about the Assets and their condition.
3. Indemnity. (a) Buyer acknowledges that it is Buyer’s responsibility to provide, and to require all employees to use, appropriate safety devices for Buyer’s use of the Assets, so as to protect the operator and others from harm, and to comply with all applicable government laws, rules and regulations relating to safety and environmental standards, and all industry safety and environmental standards, related to the operation of the Assets. Buyer further acknowledges and understands that the use and operation of the Assets may be inherently dangerous, and it shall be Buyer’s responsibility to provide all the means that may be necessary to effectively protect all employees and others from serious bodily injury, and to cause employees and others to use all appropriate safety devices and proper safe operating procedures.
4. Upon registration, Auctioneer grants to the Buyer the right to use Auctioneer’s online bidding system and websites for the purpose of participating in an Event, or engaging in a Transaction with Auctioneer. Such right is granted at the Auctioneer’s sole discretion and may be revoked at any time. Only one (1) Bidder per paddle number is allowed per person or entity. The party whose information was provided at the time of registration is responsible for all purchases under that Bidder paddle number. Auctioneer reserves the right to refuse issuing a paddle number.
5. Auctioneer relies on information about Assets in an Event that is provided by the Seller. Auctioneer undertakes no investigation of that information, and makes no representation or warranty concerning the truth or completeness of that information. Photographs are provided solely for the Bidders' convenience and shall not be construed to create representations or warranties of any kind pertaining to the assets. Buyer acknowledges that he has had the opportunity to inspect all Assets prior to tendering his bid and waives any and all claims against Auctioneer and/or Seller relating to Asset photographs or descriptions.
6. In the event of any dispute concerning the winning bid price for an Asset, the record kept by Auctioneer shall control. No Buyer may retract his bid.
7. A buyer’s premium of 18% of the bid price will be added to the bid price for each lot.
8. Taxes arising on a sale, including applicable state sales taxes, shall be paid to the Auctioneer at the time of sale. Purchasers claiming exemptions from taxes must provide proof satisfactory to the Auctioneer of their entitlement to claim such exemption. In the absence of proof satisfactory to the Auctioneer, taxes shall be paid by the Purchaser. Collection of applicable taxes will be in accordance with the laws of the jurisdiction in which the purchased Asset is located. In the event that Auctioneer does not collect taxes at the time of sale, it shall not be deemed a waiver of Auctioneer’s right to collect applicable taxes, if any, from the Buyer for the purchased Asset(s) and Buyer shall remain liable for the payment of applicable taxes, if any.
9. Full payment of the purchase price (including buyer’s premium and taxes) in good funds is due within 48 hours of the end of the auction. Without limiting the foregoing, full payment of the balance of the purchase price (including buyer’s premium and taxes) in good funds is due prior to removal of any purchased Assets.
10. Default. Buyer must bid only on those Assets they are prepared to pay for and remove in accordance with the terms and conditions of the sale. All items awarded to Buyer are contractually theirs and must be paid for by the final payment date and removed by the final removal date as set forth in the Sale Details / Important Information on the auction website page. IN THE EVENT BUYER FAILS TO PERFORM CONTRACTUAL OBLIGATIONS (PAYMENT AND REMOVAL) AS SPECIFIED, THE FOLLOWING ACTION APPLIES: BUYER WILL AUTOMATICALLY BE PLACED IN DEFAULT. THIS IS YOUR OFFICIAL NOTICE OF DEFAULT. Upon default, the Buyer shall lose all right, title, and interest which he/she might otherwise have acquired in and to such property as to which default has occur.
11. In the event of a Default, Auctioneer and the Seller reserve the right to resell such Assets on which the Purchaser is in Default without notice, and the defaulting Purchaser shall be liable to Auctioneer and Seller for any resulting deficiency, including costs incurred in storing and reselling such Assets. In the event of such resale, the defaulting purchaser shall be liable to Auctioneer and Seller for any resulting deficiency, including costs incurred in storing and reselling the Assets in question, including but not limited to interest rate (a minimum of 1.5% per month or 18% per annum), legal fees, moving costs and storage fees (a minimum rate of $2.75/sq. ft. per month) and any commissions incurred in such resale. Furthermore, in the event of Default, Auctioneer reserves the right to leave feedback that may be visible to other auction companies and/or the public stating Buyer did not pay for lot(s), did not remove lots in accordance with these Terms, and/or any relevant information as determined at Auctioneers sole discretion; Buyer hereby consents to such feedback.
12. The Auctioneer reserves the right to refuse any Purchaser, Buyer or Bidder the privilege of participating in Auctioneer’s online bidding system and websites for the purpose of bidding at an auction, or engaging in a Transaction with Auctioneer. Auctioneer, in its sole discretion, reserves the right to refuse the bid of any person without providing any notice or reason therefore. Auctioneer reserves the right to deny the usage and access by any person or third party of any and all Auctioneer Services and Websites without notification.
13. Auctioneer accepts the following methods of payment: wire transfer made payable to Auctioneer.
14. Auctioneer may, in its discretion, offer the Assets for sale by the piece or by the lot. In addition, Auctioneer may augment an auction with Assets from various Sellers. These Assets may be interspersed throughout the auction. The Seller has the right to remove Assets from the auction either before or after bidding has completed. In the event of a removal after bidding has been completed, the Purchaser’s sole remedy shall be the refund of any purchase price actually paid.
15. By participating in an Event or Transaction with the Auctioneer, each Buyer represents, warrants and covenants that (i) it shall not misrepresent its ability to close the Transaction pursuant to the terms and conditions of sale, (ii) it has the capacity to close the Transaction, (iii) it has actual authority to enter a bid, and to enter into an agreement to purchase the item, and (iv) any bid it makes on an item constitutes an irrevocable offer to buy the item for the full amount of the bid (plus buyer’s premium and taxes, if any).
16. Neither Auctioneer nor Seller shall be liable for any damages of any type or nature (whether in contract, tort or otherwise) sustained or claimed by any Buyer or any other person or entity in connection with any Transaction. Without limiting the foregoing, in no event shall Auctioneer’s liability to any Buyer for any act or omission occurring in connection with an Event exceed the amount that such Buyer has actually paid to Auctioneer as a deposit or as payment for a purchased Asset.
17. Auctioneer will announce the removal, or "check-out" in the Sale Details / Important Information section on the auction website page. Neither the Auctioneer nor Seller shall have any responsibility to disconnect utilities or drain fluids to the sold Asset, including electric, gas, waste, water lines and oil. It is the Buyer's sole responsibility to arrange and pay for the removal and shipment of purchased items. Also, it is the Buyer's responsibility to provide, and/or ensure their agent(s) performing removals on their behalf provide, upon demand, evidence of insurance policies with reliable insurance companies, providing the types of coverage and in the amounts as stipulated by Auctioneer or Seller, but in no event shall be less than $2,000,000 per occurrence in general liability, workers compensation and automobile coverage. Removal shall be conducted responsibly and with due care for the Seller's premises. Auctioneer reserves the right on any sale to require that all Buyers utilize the services of the movers/shippers/riggers listed on Auctioneer’s website and/or those listed on the sale website as “exclusive, approved” for a particular auction or Transaction. The Buyer shall restore and repair all real and personal property that is altered or damaged as a result of the removal of purchased items. If the Buyer does not remove an item within the announced check-out period, Auctioneer and the Seller may, in their sole discretion, deem the item to have been abandoned by the buyer and the buyer will have no further rights with respect to the item. Notwithstanding the foregoing, Auctioneer and the Seller reserve the right to charge the buyer for the costs of storage beyond the check-out period.
18. Buyer acknowledges that an auction site or the Seller’s 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 such 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. Buyer shall so advise their agents and employees. No person shall have any claim against Auctioneer, the Seller or their respective agents or employees for any injuries sustained or for damages to or loss of property that may occur at such site.
19. It is the Buyer’s sole responsibility to meet all governmental safety and environmental standards in removing, shipping and using purchased items. Certain of the items for sale may contain “hazardous substances,” as that term is defined under federal, state or local environment laws and regulations. Auctioneer has no duty to remove any hazardous substances that are contained in or are a part of any item. Buyer agrees to defend and indemnify Auctioneer and hold Auctioneer harmless from and against any claim, demand, cause of action, liability or expense (including attorneys’ fees and costs) asserted against or incurred by Auctioneer in connection with the sale, removal, shipment or use of any purchased items.
20. Buyer agrees to comply with all US export control and related laws, and acknowledges that Auctioneer 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 of the United States. Auctioneer makes no representation or warranty concerning, and has conducted no investigation to ascertain which items, if any, constitute Restricted Technology. Seller reserves the right to cancel any sale at any time in the event it determines, in its sole discretion, that, the sale does or may violate applicable U.S. export control or similar laws.
21. Auctioneer reserves the right to withdraw or sell any Assets contained in an auction prior to or during the stated auction period without notification. Auctioneer reserves the right to temporarily or permanently end an auction prior to or during the stated auction period at its sole discretion without notification. Auctioneer, in its sole discretion, reserves the right to extend the stated auction period without notification. While Auctioneer endeavors to ensure that the websites are normally available 24 hours a day, Auctioneer shall not be liable if for any reason the websites are unavailable at any time or for any period. Access to the websites may be suspended temporarily and without notice in the case of system failure, or repair or for reasons beyond Auctioneer’s control. Auctioneer reserves the right to relist or adjust bidding periods on any auction due to system malfunction.
22. Absentee Bids. By completing an "Absentee (Proxy) Bidder Form," Buyers may appoint Auctioneer to be an agent and proxy for the sole purpose of purchasing the Assets listed when the Buyer cannot bid on the day of the sale. ALL BIDS ARE FINAL AND BINDING and DO NOT include any applicable buyer's premiums and sales taxes. Auctioneer will bid up to the specified maximum bid amount to win the Asset, using only the amount needed to win the Asset. Proxy bidders will be notified only if they have been declared the high bid. Notification will take place in the form of an electronic invoice, which will be sent to the email address provided during registration.
23. Risk of loss or damage shall pass to Buyer upon the earlier of (a) Buyer’s payment in full of the purchase price (including buyer’s premium and applicable taxes, if any); or (b) such date and time as Seller or Auctioneer tenders the purchased Asset(s) to Buyer, Buyer’s agent, Buyer’s Rigger, or Buyer’s carrier for removal of the Asset(s). Buyer is solely responsible for all costs and arrangements relating to preparation, dismantling, loading, shipping, delivery and insurance. Title shall pass to Buyer upon Buyer’s payment in full of the purchase price (including buyer’s premium and applicable taxes, if any) in good funds. Auctioneer shall have no liability to the Purchaser arising from any loss, including without limitation, any damages for loss of profits, travel time, expenses, or lost time.
24. If Auctioneer is selling or auctioning any Goods on behalf of a third party owner, Auctioneer shall act as an agent only and shall have no liability whatsoever for the acts of any owner, principal, or seller
25. Buyer agrees they will defend, indemnify and hold harmless Auctioneer, including its affiliates, directors, officers, employees, agents, shareholders, co-branders, or partners, from and against any and all claims, loss, damage, liabilities, judgments, fees and expenses incurred by Auctioneer, including its affiliates, directors, officers, employees, agents, shareholders, co-branders, or partners, through the use of Auctioneers services and websites.
26. These Terms and Conditions, all questions with respect to the interpretation of these Terms and Conditions, and the performance thereunder, shall be governed by and construed in accordance with the internal laws of the State of Illinois, without regard to conflict of laws provisions. Buyer irrevocably and unconditionally (a) consents to submit to the jurisdiction of the courts of the State of Illinois and of the United States of America located in Chicago, Illinois for any action, suit or proceeding arising out of or relating to these Terms and Conditions and/or arising out of or relating to a Transaction (and Buyer irrevocably and unconditionally agrees not to commence any such action, suit or proceeding except in such courts), (b) waives any objection to the laying of venue of any such action, suit or proceeding in any such courts, and (c) waives and agrees not to plead or claim that any such action suit or proceeding brought in any such court has been brought in an inconvenient venue.
27. Bidder acknowledges he has received, read, and understands these Terms 1 through 26 above and agrees to comply with and be bound by such.