Sale Terms and Important Information

TERMS OF SALE
These Terms and Conditions of Sale govern all items which are offered for sale by UNION CONFECTIONERY MACHINERY, a division of National Equipment Corporation, as well as any of its employees, agents, designees, affiliates, joint venture partners, and/or co-auctioneers (collectively, "UNION CONFECTIONERY MACHINERY"). UNION CONFECTIONERY MACHINERY reserves the right to modify these Terms of Sale at any time and any such modification shall become part of these Terms of Sale. By registering at the auction, the Buyer agrees to be bound by these Terms of Sale.
1. Payment. A refundable deposit of approximately 15% of estimated purchases will be required. Only wire transfer of funds payable to UNION CONFECTIONERY MACHINERY will be accepted. Full payment is due to UNION CONFECTIONERY MACHINERY on receipt of invoice and before shipment.
2. Taxes. Where required by law, Buyer shall pay to UNION CONFECTIONERY MACHINERY sales tax, value added tax or any other applicable tax. Any such taxes will be added to the purchase price of all purchased items, as well as the Buyers Premium. At the time of payment, dealers who purchase for resale must supply UNION CONFECTIONERY MACHINERY with all necessary documentation or upon receipt of such resale documentation; the tax will be refunded to the dealer.
3. Buyers Premium. UNION CONFECTIONERY MACHINERY will charge and retain a non-negotiable 18.0% buyer`s commission from the proceeds of any sale on the final bid of each lot sold ("Buyer`s Premium")
4. Title. Title to the offered item shall pass to Buyer upon (i) the payment in full to UNION CONFECTIONERY MACHINERY; and (ii) removal of purchased item from the premises, subject to compliance by Buyer with all other Terms of Sale. UNION CONFECTIONERY MACHINERY reserves the right to cancel or void the sale of any items purchased by Buyer up to the time such items are removed from the premises by Buyer.
5. Inspection. Buyer hereby acknowledges that Buyer, or an agent acting on Buyers behalf, has inspected, or has had the opportunity to inspect, all of the items upon which Buyer will be bidding and/or does purchase. After a sale has been confirmed, the Buyer shall be deemed to have inspected all purchased items.
6. Safety Standards. Buyer expressly assumes all responsibility to secure all safety equipment and to meet all applicable local, state and governmental safety standards in using or removing any items purchased.
7. Adjustment of price. Where appropriate, if a shortage exists on an estimated count of items sold, an adjustment on the sale price may be made by UNION CONFECTIONERY MACHINERY. Buyer must request such an adjustment prior to the time Buyer removes such items. No adjustment will be made for any shortage existing on any lot of items without a marked quantity.
8. Removal of Items Purchased. All items located at UNION CONFECTIONERY MACHINERY will be prepared for shipment and loaded by UNION CONFECTIONERY MACHINERY at the Buyer?s expense. The cost of skidding, crating and loading will be included on the final invoice. Items located at other facilities will be prepared for shipment and loaded by local riggers at Buyer`s expense.
9. Failure to remove items purchased. If items are not removed within the specified time for removal, (i) such items will be deemed abandoned by the Buyer, (ii) Buyer shall forfeit all monies paid to UNION CONFECTIONERY MACHINERY for the purchase of such item(s), including any rigging costs and (iii) Buyer shall forfeit the right to purchase such item(s). In addition, Buyer shall be responsible for all damages suffered by UNION CONFECTIONERY MACHINERY in accordance with Paragraph 16, below, including, but not limited to, any dismantling, transportation, storage or other costs, including attorneys? fees incurred by UNION CONFECTIONERY MACHINERY as a consequence of Buyers failure to remove such item(s).
10. Absence of Warranties. While all descriptions are believed to be correct. UNION CONFECTIONERY MACHINERY and the Owners make no warranties or guarantees, expressed or implied, as to the genuineness, authenticity of, or defect in any lot. Neither UNION CONFECTIONERY MACHINERY nor the Owners shall be liable for any inaccurate, incomplete or incorrect description, fault or defect in any lot. ALL SALES BY UNION CONFECTIONERY MACHINERY OF THE GOODS, WILL BE AS IS, WHERE IS, WITH ALL FAULTS, LATENT AND PATENT, WITHOUT REPRESENTATION OR WARRANTY, EITHER EXPRESSED OR IMPLIED, OF ANY KIND, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR WARRANTY AGAINST PATENT, TRADEMARK, COPYRIGHT OR TRADE SECRET INFRINGEMENT.
11. Indemnification. Buyer shall indemnify, hold harmless and defend UNION CONFECTIONERY MACHINERY and the Owners from and against any and all losses, damages, liabilities and claims, and all attorneys fees, costs and expenses arising out of, based upon or resulting from (i) any loss or injury resulting from Buyers failure to secure all safety equipment and/or to meet all applicable government safety standards in removing items purchased or in use, (ii) any act by or omission of UNION CONFECTIONERY MACHINERY, the Owners, or their respective agents, representatives or employees, relating to or affecting the goods bid on and or purchased by Buyer, or (iii) any injury to Buyer or any other person or property of any type whatsoever caused during the inspection, auction, dismantling, removing transporting or use of the items purchased.
12. Hazardous Materials. Buyer will indemnify, defend and hold UNION CONFECTIONERY MACHINERY harmless with respect to all costs, expenses, liabilities, damages or claims, including without limitation, attorneys fees, asserted by any person, entity or governmental agency or against UNION CONFECTIONERY MACHINERY directly or indirectly relating in any manner to any hazardous or toxic materials, which may be regulated under applicable laws, rules or regulations, (collectively, Hazardous Materials) and which relate in any way to the dismantling or removal of any purchased item. UNION CONFECTIONERY MACHINERY shall in no event be obligated to sell any items which contain any Hazardous Materials, or to incur any costs or expenses relating in any manner, either directly or indirectly, to any Hazardous Materials. Buyer will be responsible for any and all remediation costs related to the dismantling and removal of any purchased item.
13. Acts Of Others. UNION CONFECTIONERY MACHINERY is not responsible for (i) the acts or omissions of any party who provided any items to the auctioneer for sale, (ii) the owner or lessor of the auction site, (iii) the owner or lessor of the site where the items are stored, or (iv) the acts or omissions of any party who provides services to the auctioneer, including, but not limited to telecommunication or internet bidding services.
14. Default/Non-Compliance. In the event the Buyer fails to pay the entire purchase price and/or fails to comply with any conditions of these Terms of Sale, UNION CONFECTIONERY MACHINERY may retain and/or recover the Buyers deposit for such failure. In addition, UNION CONFECTIONERY MACHINERY may resell such items at a public or private sale without further notice. If, at such a sale, the item is sold for a lesser price the original buyer (defaulter) will be responsible for the difference. Furthermore, any charges, fees and/or expenses incurred by Union Confectionery Machinery as a result of resale will also be the responsibility of the defaulter. This also includes any attorneys? fees that may
result in enforcement of this agreement.
15. Limitation of Liability. UNION CONFECTIONERY MACHINERY, the Owners, or their respective agents, representatives or employees, shall have no liability to Buyer due to non-delivery of any item for any reason other than to return to Buyer the monies deposited for such non-delivered items. Buyers sole remedy for non-delivery of items shall be the refund of the original purchase price paid by Buyer for such items. UNION CONFECTIONERY MACHINERY, the Owners, or their respective agents, representatives or employees, shall not be liable for any lost profits, incidental or consequential damages or the replacement value of any item.
16. Arbitration. Any dispute or controversy arising out of or relating to the auction or any interpretation, construction, performance or breach of these Terms of Sale, including fraud in the inducement, shall be resolved by final and binding arbitration conducted by a retired judge, either with Judicial Arbitration and Mediation Service or through the American Arbitration Association. Judgment may be entered on the arbitrators? decision in any court having jurisdiction.
17. Attorneys Fees. Should any party to this agreement institute any arbitration or other action or proceeding in any way relating to the auction, or to enforce, interpret or apply any provision of these Terms of Sale, the parties agree that 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 attorneys fees.
18. Governing Law. The substantive law of the country or region where the auction was conducted shall govern the validity, construction and performance of these Terms of Sale.
19. Severability. If any provision of these Terms of Sale is deemed illegal, invalid or unenforceable, the legality, validity and enforceability of the remaining parts, shall not be affected.