Mill, Colloid, Gifford-Wood, Model Micro 81, 316 Stainless steel, Jacketed

GENERAL TERMS AND CONDITIONS OF SALE - ONLINE

These Terms and Conditions of Sale ("Sale Terms") set forth the terms governing all items offered for sale by Machinery & Equipment Company, Inc. ("M&E") and its employees, agents, designees, affiliates, joint venture partners, and co-auctioneers (collectively, "M&E"). These terms apply to any buyer (the "Buyer") purchasing machinery, equipment, or other personal property items listed by M&E (collectively, the "Purchased Items"). Items available for auction may be owned by M&E or by a third party that has engaged M&E to facilitate the sale (the "Owner"). M&E reserves the right to modify these Sale Terms at any time, with any such modifications becoming effective immediately. By registering for and participating in an online auction, Buyer acknowledges that they have read, understood, and agreed to be bound by these Sale Terms.

1. Payment. If Buyer is the winning bidder, full payment of the purchase price (the "Purchase Price") must be made in United States Dollars on the day of sale, as detailed in the invoice sent to Buyer at the auction's conclusion (the "Invoice"). Payment is accepted via cash, cashier’s check, wire transfer, or company check made payable to M&E. For cash payments of $10,000 or greater, Buyer must complete United States Treasury Form 8300 and return it to M&E at the time of purchase. Late payments exceeding 30 days past due shall be subject to a penalty at the greater of (i) 18% per annum or (ii) the maximum rate permitted under applicable California law. If Buyer fails to pay in accordance with these sales terms, Buyer agrees that it remains responsible for the full Purchase Price, and M&E retains the right to pursue legal action for collection. Buyer shall be liable for all associated costs, including attorneys' fees and collection expenses. Until full payment is received and required documentation is completed, Buyer shall have no right to dismantle or remove any Purchased Items from the real property located at the auction site (the "Real Property").
2. Taxes. Purchase prices do not include any federal, state, or local taxes, which are in addition to the Purchase Price and must be paid by Buyer unless a valid tax exemption certificate is provided. Foreign duties and taxes are also the sole responsibility of Buyer. Buyer agrees to indemnify and hold M&E harmless from any claims, expenses, or liability arising from failure to pay such taxes. Tax-exempt Buyers must submit valid documentation at the time of payment or within ten (10) business days for a refund.
3. Buyer’s Premium. M&E applies a non-negotiable Buyer’s Premium to the final accepted bid price. The Buyer’s Premium for online bidders is 20%, as posted at the auction site and announced before bidding begins.
4. Title. Title transfers to Buyer only upon completion of the following: (i) M&E’s receipt of full payment for the Purchased Items, (ii) removal of Purchased Items in accordance with these Sale Terms, (iii) repair of any damage to the Real Property caused by removal, and (iv) Buyer's compliance with all Sale Terms.
5. Inspection. Buyer acknowledges that they have had the opportunity to inspect or have inspected all items before bidding. By submitting a bid, Buyer accepts all items "as-is" and "where-is."
6. Acceptance by Buyer. Buyer's acceptance of Purchased Items acknowledges fulfillment of M&E’s obligations, and Buyer waives any right to revoke acceptance for any reason.
7. Safety Standards. Buyer assumes full responsibility for obtaining necessary safety equipment and ensuring compliance with all applicable laws and regulations when removing Purchased Items.
8. Removal of Purchased Items. Purchased Items must be removed from the Real Property by the Removal Deadline stated in the Invoice. No removal, segregation, or dismantling is permitted before the auction concludes. Full payment must be received by M&E before removal.
9. Failure to Remove Purchased Items / Bankruptcy. Items not removed by the deadline will be deemed abandoned, with Buyer forfeiting all monies paid. Buyer remains responsible for any resulting costs, including storage, legal fees, and damages. Buyer hereby grants M&E a security interest in Purchased Items to secure Buyer’s obligation to remove Purchased Items from the Real Property not later than the Removal Deadline and in compliance with these Sale Terms. M&E may foreclose on such interest if Buyer fails to remove items promptly. In addition, in the event any one or more of the following shall occur, any and all obligations of M&E hereunder, including without limitation, any obligations to Buyer in respect of the Purchased Items shall immediately terminate and without further action by M&E: (a) Buyer files a voluntary petition in bankruptcy or a bankruptcy petition is filed against Buyer; (b) Buyer becomes insolvent or makes an assignment for the benefit of its creditors; or (c) Buyer discontinues its business or a receiver is appointed for Buyer or its business.
10. Integration; Modifications. These Sale Terms, along with the Invoice and any relevant attachments, constitute the entire agreement. Any conflicting terms proposed by Buyer are rejected.
11. Online Bids. All bidding occurs online at www.bidspotter.com. Any taxes and/or Buyer’s Premium will be added to the winning bid price. Buyer assumes all risks related to internet connectivity and system malfunctions. M&E is not responsible for lost bids due to technical failures. It is the responsibility of the Buyer to follow instructions of bidspotter.com to properly operate the online bidding system.
12. Bidding. In case of disputes between bidders, M&E reserves the right to determine the winning bid or re-auction the item. M&E may modify bid increments and set minimum prices. M&E reserves the right to reject any bid which is only a fractional advance over the preceding bid. M&E shall have no liability arising from any dispute between bidders.
13. Hazardous Materials.  Buyer acknowledges the possibility of hazardous materials in Purchased Items and agrees to indemnify M&E against any claims arising from their handling, removal, or transportation.  As used in these Sale Terms “Hazardous Materials” means (a) substances that are defined or listed in, or otherwise classified pursuant to, any applicable laws or regulations as “hazardous substances,” “hazardous materials,” “hazardous wastes,” “toxic substances,” or any other formulation intended to define, list, or classify substances by reason of deleterious properties such as ignitability, corrosivity, reactivity, carcinogenicity, reproductive toxicity, or “EP toxicity,” (b) oil, petroleum, or petroleum-derived substances, natural gas, natural gas liquids, synthetic gas, drilling fluids, produced waters, and other wastes associated with the exploration, development, or production of crude oil, natural gas, or geothermal resources, (c) any flammable substances or explosives or any radioactive materials, and (d) asbestos in any form or electrical equipment that contains any oil or dielectric fluid containing levels of polychlorinated biphenyls in excess of 50 parts per million. As used in these Sale Terms, “Indemnified Parties” means collectively M&E, the owner of the Real Property, the Owner and their respective managers, officers, directors, shareholders, members, agents, attorneys, employees, successors and assigns. BUYER HEREBY INDEMNIFIES, DEFENDS, PROTECTS AND HOLDS HARMLESS, THE INDEMNIFIED PARTIES FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGES, LIABILITIES, ACTIONS, CAUSES OF ACTION, COSTS AND JUDGMENTS, INCLUDING WITHOUT LIMITATION, ATTORNEYS’ FEES, ARISING FROM OR RELATING TO ANY RELEASE OF ASBESTOS, PCBS OR OTHER HAZARDOUS MATERIALS IN CONNECTION WITH THE REMOVAL AND TRANSPORTATION OF THE PURCHASED ITEMS FROM THE REAL PROPERTY.
14. Buyer’s Responsibility and Indemnity. Buyer acknowledges the Real Property where items upon which Buyer may be bidding are located, held or presented for inspection, may be potentially dangerous places which may include noxious, corrosive and pressurized substances being present, heavy equipment being operated, and live electric circuits. Buyer and its agents and representatives present at the Real Property before, during or after an auction shall be deemed to be present at their own risk. Buyer further acknowledges that M&E shall have no liability for any injuries sustained to Buyer and its agents and representatives, nor damages to or loss of property which may occur from any cause whatsoever. Removal of Purchased Items shall be at the sole expense, risk, and liability of the Buyer. In addition, all freight and insurance charges are the responsibility of the Buyer unless otherwise agreed by M&E and Buyer in writing. Buyer shall be responsible for and pay all expenses, losses, and damages that may arise from the removal and transportation of the Purchased Items from the Real Property, and all losses, damages, debts, and liabilities incurred by Buyer in connection with Buyer’s purchase and removal of the Purchased Items and all other expenses relating or incidental thereto. BUYER HEREBY INDEMNIFIES, DEFENDS, PROTECTS AND HOLDS HARMLESS, THE INDEMNIFIED PARTIES FROM AND AGAINST ALL SUITS, CLAIMS, COSTS, DAMAGES AND EXPENSES, INJURIES TO ANY PROPERTY OR PERSONS (INCLUDING DEATH) INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES, ARISING OUT OF OR IN CONNECTION WITH BUYER’S ATTENDANCE AT THE AUCTION, VISITS TO THE REAL PROPERTY, PURCHASE, OWNERSHIP, DISMANTLING, REMOVAL FROM THE REAL PROPERTY, TRANSPORTATION, REASSEMBLY, USE AND/OR RESALE OF THE PURCHASED ITEMS, OR THE PERFORMANCE OF ANY OF THE OBLIGATIONS OF BUYER.
15. No Warranties. Neither M&E nor the Owner makes any representations, warranties or guarantees, expressed or implied, as to the genuineness, authenticity, quantity, quality, condition, usability, salability, weight, measure, count, make, model, year, age, mechanical condition, performance, description, or other specifications of any items upon which Buyer will be bidding or in any lot(s). Neither M&E nor the Owner shall be liable for any fault or defect in any lot(s). M&E shall not be held liable for any inaccurate, incomplete or incorrect description, of any items or lot(s) upon which Buyer will be bidding, or in any media pertaining to the auction, whether in a catalog, advertisement, website listing, or otherwise. Descriptions of items are prepared FOR GUIDE PURPOSES ONLY and shall not be relied upon by the Buyer for accuracy or completeness. BUYER ACKNOWLEDGES THAT NO REPRESENTATIVE OF M&E HAS AUTHORITY TO MAKE ANY REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE PURCHASED ITEMS. THE PURCHASED ITEMS SOLD BY M&E HEREUNDER ARE SOLD “AS IS”, “WHERE IS”, AND WITHOUT REPRESENTATION, WARRANTY OR RECOURSE OF ANY KIND OR NATURE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, ALL IMPLIED OR EXPRESS WARRANTIES ARISING UNDER THE UNIFORM COMMERCIAL CODE OR UNDER ANY OTHER APPLICABLE LAW INCLUDING THOSE OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE HEREBY DISCLAIMED BY M&E AND OWNER IN THEIR ENTIRETY. IN ADDITION, M&E AND OWNER MAKE NO REPRESENTATIONS OR WARRANTIES AS TO THE TITLE, POSSESSION, QUIET ENJOYMENT, LOCATION OR COMPLETENESS OF THE PURCHASED ITEMS.
16. Default/Non-Compliance. If Buyer fails to complete payment or remove items as required, M&E may resell items at Buyer's expense, with Buyer liable for any shortfall and additional costs, including legal fees.
17. Limitation of Liability. M&E shall not be liable for any damages, including but not limited to incidental, consequential, or punitive damages arising from the auction, or damages for breach of contract, tort (including negligence), strict liability, patent infringement or otherwise arising out of or in any way related to the (i) auction, (ii) Purchased Items or any act or omission of M&E concerning the Purchased Items, (iii) removal and/or delivery of any Purchased Items from the Real Property, or (iv) dismantling, removal, transport, reassembly, use, operation, maintenance, and/or resale of the Purchased Items by any person. If for any reason whatsoever, M&E is unable to deliver any lot, M&E’s sole liability, if any, shall be the return of any monies paid on such lot only.
18. Acts of Others. M&E is not responsible for the acts or omissions of (i) of any party who provided any items to the auctioneer for sale, (ii) owner or lessor of the Real Property, or (iii) any party who provides services to the auctioneer and/or Buyer, including, but not limited to telecommunication, internet bidding services, removal, rigging, or shipping, of Purchased Items.
19. Headings. Section headings in these Sales Terms are for convenience only and do not modify or define any provision.
20. Governing Law; Jurisdiction. THESE SALE TERMS SHALL BE DETERMINED UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA WITHOUT GIVING EFFECT TO PROVISIONS FOR CHOICE OF LAW THEREUNDER. EACH OF THE PARTIES HERETO AGREES THAT ALL ACTIONS OR PROCEEDINGS ARISING IN CONNECTION WITH THESE SALE TERMS SHALL BE TRIED AND LITIGATED ONLY IN THE STATE COURTS AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, FEDERAL COURTS LOCATED IN SAN FRANCISCO COUNTY, CALIFORNIA.
21. Severability. If any provision of these Sale Terms is deemed illegal, invalid or unenforceable, the legality, validity, and enforceability of the remaining parts, shall not be affected.

IN WITNESS WHEREOF, Buyer acknowledges that they have read and understand these Sale Terms and agrees to be bound by them.