Housing A-046-100101 Machin

All items offered for sale ("Items") are offered by B. Riley Wholesale & Industrial Solutions, LLC (“Agent”), as an agent of the owner of such Items (“Seller”), subject to the following terms and conditions (“Terms and Conditions”), which, combined with any supplemental or revised terms posted in materials, on the web, as announced by Agent at the time of sale, or as contained on any invoice, bill of sale, or similar document (“Sale Specific Terms”), constitute the complete terms of sale (“Terms of Sale”) that govern any sale by Agent to the buyer of Items (“Buyer”). References to “Landlord(s)” throughout these terms shall be defined to include the property owners of each sale location upon which Items are located (“Premises”).

1.)      Registration.

All persons participating in a sale must register to become eligible to participate in the sale and must provide complete and accurate information as required by Agent. This information may be used as necessary to ensure Buyer’s fulfillment of its obligations as set forth herein. Information obtained at the time of registration will also opt Buyer into Agent’s sale notification system, which Buyer may opt out of by following the instructions at the bottom of each sale notice. Buyer’s information will not be sold, or otherwise shared with other companies, except for the Seller and those parties as may be dictated by the rules governing the sale process.

2.)      Deposits, Credit Card Holds, and Payments.

Credit cards may be accepted for the initial deposit or cred card hold, if any, from online Buyers up to and during the sale on the following conditions: 1) Buyer grants Agent the irrevocable right to authorize Buyer’s credit card for the minimum deposit or cred card hold and such subsequent amounts as are necessary to secure Buyer’s purchases; 2) Buyer grants Agent the irrevocable right to capture the authorizations on Buyer’s credit card to secure Buyer’s purchases; 3) Buyers acknowledges that a credit card authorization shall not be sufficient to secure purchases over $10,000, and therefore shall provide any additional deposit or cred card hold necessary in one of the other Acceptable Payment Forms (defined below) 24 hours prior to the sale; 4) Buyer acknowledges and accepts that credit card authorizations are subject to a 3-7 day hold on funds with Buyer’s credit card company, which hold is not under the control of Agent to release.  For the purposes of these Terms and Conditions, “Acceptable Payment Forms” shall mean and refer to payments made by wire transfer or credit card.  Cash and checks shall never be deemed “Acceptable Payment Forms.”

Initial deposits, if any, will be refunded upon Buyer’s request and provision of sufficient documentation of such payment to Agent, in the form of a deposit receipt, provided no purchases of Items are made. In the event Buyer fails to pay the entire purchase price by the payment deadline and/or remove all Items in the timeframes allowed, the deposit, if any, will become non-refundable and buyer may be charged additional fees as liquidated damages, as set forth in more detail below. Deposit refunds must be claimed within 30 days of the date of the sale, on the terms set forth above, or otherwise shall be deemed as forfeited.

Upon Buyers’ successful purchase, Buyer shall be immediately responsible for payment in full for all purchased Items in one of the Acceptable Payment Forms. Unless posted otherwise in the Sale Specific Terms, Payment of the Balance Due (“Final Payment”) is required within 24 hours of receiving the final invoice.

Final payments must be made via an Acceptable Payment Form or, if allowed per the Sale Specific Terms, by Visa or MasterCard. Unless alternative arrangements have been acknowledged and accepted by Agent prior to the conclusion of the sale, Buyers authorize Agent to process the payment for the balance of their purchased Items using the credit card provided. However, Buyers spending more than $10,000 must provide an Acceptable Payment Form for the portion of Buyer’s purchases exceeding $10,000. Buyer is responsible for any bank charges incurred for processing wire transfers (please note that it is very common for your bank as well as intermediate banks to charge a fee). Buyers paying by credit card waive their rights to chargeback.

All payments must be made in U.S. Dollars. IRS regulations require us to report all cash payments, as defined by the IRS, exceeding $10,000 from any one purchaser in a single transaction or related transactions. When accepted, business checks must be accompanied by a bank letter, drawn on a bank acceptable to the Agent, that states the bank will guarantee payment up to a specified amount (this letter must contain the words “guarantee payment”). Buyer authorizes Agent to complete and deposit signed checks provided to Agent without the dollar amount.

3.)      Buyer’s Premium

A buyer’s premium will be added to the price of each Item purchased. See each Item’s sale’s listing on the BidSpotter website for the specific buyers’ premium to be charged.

4.)      Taxes

When required by law, Agent shall collect and Buyer shall pay all sales, use, or other applicable taxes, which will be added to the purchase price, including the Buyer’s premium, on all purchased Items. Prior to the close of any sale, Buyers who purchase for resale must fax or email to Agent documentation proving their exemption status, including, but not limited to, their resale permit and a completed and signed resale certificate form, without which all applicable taxes will be charged by Agent. Buyers purchasing from out-of-state (if accepted by the state) can provide a bill of lading proving that the purchased Items are being transported directly out-of-state by a common carrier. Sales, use, or other applicable taxes will be refunded in full to Buyers who prove their qualified exemptions as described above at the time documentation deemed acceptable by Agent is received by Agent, provided such information is submitted within 5 business days after the last day of checkout (checkout timeframe various by auction, see specific terms for each auction). Agent reserves the right to reject any claim for sales tax exemption that it believes to be insufficient to satisfy the scrutiny of the applicable taxing authority.

5.)      Bidding

Agent reserves the right to change or add to the catalog, to withdraw Items, to sell in any order Agent deems appropriate, to adjust minimum bids and/or reserve prices, if applicable, and to extend or shorten closing times. Agent and/or its affiliates or subsidiaries may bid at the auction either for its or their own account or on behalf of a third party in certain cases. In the event there is a dispute between two or more claims of entitlement as the successful bidder, Agent reserves the right to resell the Item(s) in any dispute. Agent reserves the right to hold all bulk bids in abeyance and at the conclusion of the sale or after the offering of a specific Item, to accept either the bulk bid or the aggregate of the individual bids received during the sale, whichever is higher. Agent reserves the right, in its sole discretion, to reject any bid which is only a fractional advance over the preceding bid, or which is not commensurate with the value of the Item. Some of the Items offered may be subject to a reserve price (minimum allowable selling price) imposed by the Seller. Buyers participating online are responsible for confirming the accuracy of online bids prior to submission. Internet bidding is provided via a third-party bidding system(s). Under no circumstances shall Buyer hold Agent liable for system failures resulting in Buyer’s bid not being submitted or properly submitted. All bidding and subsequent transactions shall be in U.S. dollars unless otherwise stated.

6.)      Representations

Agent shall make commercially reasonable efforts to provide accurate information about the Items being sold; however, in no other way is accuracy of same guaranteed by Agent. Neither Seller nor Agent will assume any responsibility for Buyer’s bidding errors. Buyers shall be deemed to have relied entirely upon their own inspections and investigations. Buyers are recommended to inspect all Items. When provided, descriptions, photos, conditions, dimensions, odometer, usage, and hours etc. are offered as a guide only. In certain cases, a photograph of like product may be used to represent several different Items. Photographs may also capture nearby Items not listed as part of the lot. Agent shall not be held responsible for such errors as posting the wrong photo, description, condition, dimension, odometer, usage, and hours etc. for an Item. When in doubt, please physically inspect all Items or bid accordingly.

7.)      Vehicle Titles

Where applicable, title to motor vehicles, if in the possession of the Agent, will be provided to the Buyer within fifteen (15) business days following the sale, or as soon thereafter as such documents become available. Buyer is responsible for all transfer and/or motor vehicle registration costs including any back fees and/or penalties that may be due.

8.)      All sales are final

A signed invoice constitutes acceptance of the Terms of Sale and is a legally binding contract of sale. All sales are final. There will be no refunds, returns or exchanges.

9.)      Removal of Purchased Items

See Sale Specific Terms for information regarding removal dates, deadlines, and conditions. Removal will be scheduled by appointment only unless otherwise noted. All Items must be paid in full before an appointment can be scheduled or Items will be released from the Premises. Buyers without an appointment will be required to wait for the next available checkout clerk. Buyer is solely responsible for removing its purchased Items within the timeframes provided. Buyer must provide its paid invoice at time of pickup. All Items must be removed by Buyer at its own risk and expense, and in compliance with all local, state and/or federal laws, rules, regulations, and/or ordinances (“Applicable Law”). Quantities should be checked by Buyer or their Agent prior to the removal of Items. No allowances will be made for claims or shortages once Items have been removed from the Premises.

Buyer must arrange to have its purchased Items packed, insured, rigged, moved, or shipped, and shall accept full responsibility for all labor, materials, and costs necessary to complete the removal of such purchased Items, as well as any damages, losses, acts, or omissions related to the removal of purchased Items from the Premises. Buyer represents that it is familiar with the Item(s) it is purchasing, as well as their condition, location, contents, etc., and is purchasing such Item(s) with a knowledge and understanding of the removal requirements of the Item(s), including any regulations related to the dismantling, rigging, or moving of the Item(s). In the event Agent assists Buyer with any part of the removal process, it does so as a courtesy and assumes no responsibility for damages, losses, acts or omissions of Buyer and/or any packer, carrier, rigger, or mover acting on Buyer’s behalf, whether or not such packer, carrier, rigger, or mover is recommended by Agent. Agent is under no obligation to provide materials or other services, and in no event will be Agent liable for damage to Buyer's purchased Items regardless of cause. In the event Buyer uses a third party to remove their Item(s), Buyer is responsible to coordinate such removal within the posted removal times for each specific sale with their third-party service providers. Buyers are also responsible for providing their third-party service providers with Agent Release Authorizations. An “Agent Release Authorization” form is available on the Agent’s site for use when retaining any third-party to remove purchases.

Agent requires Certificates of Insurance from any purchaser or their agents that will be removing Items which require rigging, moving, dismantling, cutting, grinding, purging, cutting or disconnecting electrical or plumbing utilities, use of any type of vehicle or material handling equipment (i.e., forklift, crane or similar), or based on special circumstances as determined exclusively by Agent. All Certificates of Insurance, must be properly completed, list all loss payees, as required by Agent and must evidence general liability, auto liability, workers compensation, and other insurance at statutory limits or such other limits as may be required for a specific sale.

In the event the sale involves the removal of Items that are affixed to or installed at the Premises, Buyer is responsible for and entitled to remove the Item as described to first point of utility disconnect. Buyer acknowledges that it is purchasing the Item and its contents, if applicable, but is not entitled to any controls, in wall-wiring, cables, connectors or down-line components, unless specifically stated so in the Item description. In the event the removal of an Item results in damage to the Premises and/or the creation of trash and debris on or around the Premises, Buyer shall be responsible for associated repair, remediation, and clean-up of the Premises. This includes, but is not limited to, patching of an exterior wall or roof to reasonable standards when the removal of the Item results in any damage to the Premises.

10.)   Export

Buyer is responsible to obtain proper licenses, where required for the export of any Items that are considered controlled commodities and which are restricted from export outside of the United States without proper export licenses. Buyer agrees to fully comply with all applicable export control laws, regulations, rules, and orders of the United States and all other applicable jurisdictions and other similar laws (collectively “Applicable Export Control Laws”), and will not export, re-export, release, or transfer (collectively "export"), directly or indirectly, any Items, or enter into any transactions, for any proscribed end-use, or to or with any proscribed country, entity, or person (wherever located), including, but not limited to, those entities and persons listed on the U.S. Government's Denied Persons List, Unverified List, Entity List, Debarred Parties List or Specially Designated Nationals List, without first obtaining at its own expense written authorization from the U.S. Government. Agent will have 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 Export Control Laws s.

11.)    Failure to Remove Purchased Items

In the event Items (including portions of an Item) are not removed by Buyer in the timeframes provided, the Items shall be deemed abandoned and subject to the following actions without any further notice to Buyer: (i) Buyer may lose any right, title or interest Buyer has acquired in the Item(s); (ii) Agent, Seller or Landlord, in their sole discretion, may repossess the Items and retain title for their own interests; and/or (iii) Agent, Seller or Landlord may arrange for the Items to be discarded, removed, stored or resold, and shall be entitled to collect from Buyer any costs associated with these actions and/or any other charges, fees, and expenses incurred as a result of Buyer's failure, including all attorney fees and costs incurred to enforce Buyer’s obligations hereunder.

12.)    Failure to Pay

In the event Buyer fails to pay the entire purchase price by the payment deadline (i.e., 24 hours after receiving the invoice), Agent may retain and/or recover, upon demand, from Buyer the deposit, if any, set forth in paragraph 1 hereof as liquidated damages for such failure. In addition, Agent may, at its discretion, either resell the Item(s) at a public or private sale without further notice to Buyer and/or dispose of the Item(s) at Buyer’s sole expense. Any difference between the sale price for an Item by the defaulting Buyer and the price received by Agent at a resale shall be paid to Agent by the defaulting Buyer. In addition, a defaulting Buyer shall be deemed to have granted Agent a security interest in the Item, which Agent shall retain as collateral security for Buyer’s obligation to Agent.

13.)    Non-Delivery

Until such time as purchased Items are removed from the Premises by the Buyer, Agent shall have the right to cancel or void the sale of any Items purchased by Buyer. Agent shall have no liability to Buyer due to the non-delivery of any purchased Item other than the return of Buyer’s deposit or payment for a cancelled or voided sale Item in the event such sale is cancelled of voided by the Seller or the Agent.

14.)    Absence of Warranties

The condition of the Items being offered varies. The Buyer understands and agrees that: (1) any description or sample of the Items given or furnished by Agent is solely for identification purposes and does not create any warranty expressed or implied, that the Item actually conforms to such description or sample, (2) Buyer or its agent has inspected or has had the opportunity to inspect all of the Items upon which Buyer will bids and/or purchases, (3) all Items are purchased and accepted by Buyer “AS IS”, “WHERE IS” and “WITH ALL FAULTS”. AGENT MAKES NO REPRESENTATIONS, WARRANTIES OR GUARANTEES WHATSOEVER WHETHER WRITTEN, ORAL OR IMPLIED AS TO QUALITY, QUANTITY, CONDITION, USABILITY, SALABILITY, WEIGHT, MEASUREMENT, DATE OF EXPIRATION YEAR, MODEL, MECHANICAL CONDITION, PERFORMANCE, OR OTHER SPECIFICATIONS, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR WARRANTY AGAINST PATENT, TRADEMARK, COPYRIGHT OR TRADE SECRET INFRINGEMENT, (4) THERE IS NO WARRANTY RELATING TO QUIET ENJOYMENT, OR THE LIKE IN THE DISPOSITION OF ANY OF THE ASSETS. Buyers are advised that the Agent and Seller have no knowledge with respect to, and have no obligation to investigate, the merchantability or fitness for any particular purpose or use of any of the Assets, (5) in the event there are manufacturer warranties in effect for the Item purchased, Buyer must make all claims hereunder directly with the provider of the warranty. NO WARRANTY OR REPAIR PROGRAM FOR THE ASSETS IS BEING OFFERED AS PART OF THE SALE. No statement or statements of any other paragraph herein shall be construed to in any way contradict the provisions of this paragraph.

15.)    Appropriate Rights and Clearances Not Included

All Items are sold by Agent without any corresponding grant of rights or clearance from any third parties. Some of the Items may, if commercially used, infringe third party rights. Buyer acknowledges and agrees that it shall be solely responsible for acquiring all appropriate rights and clearances from all third parties. Such rights and clearances include, but are not limited to, third party copyright, trademark, patent, trade secret, and privacy rights.

16.)    Buyers Responsibilities

Upon the Agent's declaration of an Item as "Sold" and Buyer’s full payment of the sale price, title to the offered Item shall pass to the Buyer, who shall forthwith assume full risk and responsibility for the Item. Depending upon the Item’s or Items’ value, Buyer may consider taking steps to have the Item(s) insured as of such transfer of title. Buyer is solely responsible to provide any personnel, equipment, or material needed to collect Items purchased and shall assume all responsibility for the removal of any Item(s) purchased at the sale and any and all risks associated with such removal including, without limitation, the responsibility for providing licensed, qualified, and bonded professionals to ensure proper water, gas, and/or power disconnection, and to leave the Premises in a safe condition, undamaged by the removal process. Agent retains the right to prohibit and stop the ongoing removal of any Item by any Buyer that Agent, in its sole discretion, determines is not being removed in a professional, reasonable, or appropriate manner.

17.)    Hazardous Materials

Buyer agrees that in the event any purchased Items contain Hazardous Materials, Buyer shall be responsible for disposing of such Hazardous Materials at their cost and expense. Buyer agrees to provide Agent with evidence that Buyer or its representatives are licensed for such removal and shall comply in all respects with Applicable Law. Agent and its agents and/or representatives shall not be responsible for its containment, storage or removal of any Hazardous Materials. Buyer shall be responsible for any and all remediation costs relating to the dismantling and removal of any purchased Item containing Hazardous Materials, whether or not such Hazardous Materials were known to Buyer prior to Buyer’s purchase, as Buyer is expected to have conducted all necessary due diligence to assess and determine the presence of Hazardous Materials within purchased Items. Buyer will not bring any Hazardous Materials onto the Premises.

As used herein, “Hazardous Materials” means any hazardous or toxic materials, or any materials or waste which may be regulated as such under Applicable Law, including, but not limited to, any material or substance whether in the form of a solid, liquid, gas, or any other form whatsoever, which by any Applicable Law either requires special handling in its use, transportation, generation, collection, storage, handling, treatment or disposal, or is defined as “hazardous” or harmful to the environment.

18.)    Acts of Others

All persons entering the Premises acknowledge that the Premises is a potentially dangerous place, which may involve the operation of equipment and machinery and may require such persons to access to certain areas that may be inherently dangerous. Every person, which includes, but is not limited to any Buyer or potential buyer, as well as party’s representatives, agents, and associates, who enter the Premises, before, during, or after the sale of Items shall be deemed to be there at their own risk with notice of the condition of the Premises, the activities on the Premises, and the conduct of any third parties and shall so advise their representatives, agents, and associates. No person shall have any claim against Indemnified Parties (defined below) at any Premises, for any injuries sustained or for damages or loss to persons or property which may occur from any cause whatsoever. Indemnified Parties shall not be liable by reason of any defect in or about the condition of the Premises. Buyer specifically releases Agent, Seller and Landlords, as well as their agents and representatives from all liability thereof.

19.)    Limitation of Liability

In no event shall Agent’s liability to Buyer exceed the purchase price actually paid for an individual Item. A Buyer’s claim shall be limited to the amount paid for the Item and shall not extend to any obligation, risk, liability, right, claim, remedy for loss of use, revenue or profit, liability of Buyer to any third party, personal injury, or any other direct, indirect, incidental, or consequential damages. Buyer acknowledges that each Item it purchases at the sale represents a separate transaction, and that no one transaction shall be conditioned upon another transaction. Buyer holds the Indemnified Parties harmless from: (1) the acts or omission of any party who provided any Items to Agent for sale, (2) the acts or omission of the owner or lessor of the Premises or the site where the Items are stored, (3) any claims Buyer may have against the Indemnified Parties or any former owner of the property being sold, (4) Buyer’s failure in any way to properly inspect Items and/or fulfill its obligations per the Terms of Sale. In the event Buyer provides a deposit or payment using a credit card, Buyer acknowledges that it is purchasing the Item(s) under the As-Is, Where-Is terms of the sale and that it waives all rights of charge back whatsoever, whether or not based on any claims of misrepresentation, non-delivery, or non-performance.

20.)    Assignment of Rights

Buyer acknowledges that its failure to comply with the Terms of Sale may result in damages incurred by Agent, Seller, Landlords and/or other third parties (“Damaged Party”). Buyer authorizes Agent to assign Agent’s rights under this Agreement to any Damaged Party, so that the Damaged Party may pursue Buyer directly to recover losses incurred.

21.)    Right of Removal

Agent reserves the right to remove any person from the Premises for any reason whatsoever, including, but not limited to, if such person(s) is deemed to be a safety / security risk. Agent reserves the right to refuse any potential Buyer’s offer to purchase Items.

22.)    Indemnification

Buyer shall indemnify, hold harmless and defend Agent, Seller, Landlords, and their respective affiliates, and their respective officers, directors, shareholders, members, managers, partners, employees, agents, employees, independent contractors, and principals (the “Indemnified Parties”) from and against any and all known or unknown losses, demands, penalties, damages (including without limitation, any personal injury, death or property damage), liabilities, claims, actions (including the dismantling or removal of any Hazardous Materials), judgments, penalties and fines, court costs and legal or other expenses asserted against any Consultant Indemnified Party to the extent caused by or resulting from (directly or indirectly) or related to the Items, any purchase or contemplated purchase governed by these Terms of Sale, or Buyer’s presence at the Premises, including but not limited to: (1) failure to secure all safety equipment and to meet all applicable government safety standards in removing Items purchased or used by Buyer, (2) failure to comply with safety instructions issued to Buyer from Agent, Seller, Landlord, or any other party, (3) any act or omission of any Indemnified Party or their respective agents, representatives or employees, relating to or affecting the Items bid on or purchased by Buyer, (4) the claim of any third party claiming or challenging title to any Items purchased by Buyer, asserting any liens, claims, interests and/or encumbrances attach to the Items, or claiming infringement of any proprietary interest, (5) the claim of any person resulting from Agent offering for sale or selling the Items purchased by Buyer, (6) any injury to Buyer or any other person or property of any type whatsoever caused during the inspection, dismantling, removing or transporting of Items purchased by Buyer, or otherwise in connection with the purchase or contemplated purchase of an Item, (7) any defect or failure associated with the Items or the sale or auction thereof, (8) the failure of another party to pay taxes required to be paid in accordance with Applicable Law.

23.)    Governing Law

The validity, construction and performance of these Terms and Conditions or any of the Terms of Sale shall be governed by the substantive law of the State of Delaware as applied to agreements among Delaware residents entered into and to be performed entirely within Delaware, without giving effect to its conflict of law’s provisions. The prevailing party shall be entitled to reimbursement by the losing party of all statutory and non-statutory costs and expenses, including, but not limited to, all of its attorney fees.

24.)    Severability

If any provision of these Terms and Conditions or any of the Terms of Sale is deemed to be illegal, invalid, or unenforceable, the legality, validity, and enforceability of the remaining parts shall not be affected.