2021 BOFA FUME EXTRACTOR MODEL # AD BASE 1 ORACLE; SERIAL # 50153108002; 115-230V; 50/60HZ; 12.5A

FORMER ASSETS OF ABB INDUSTRIAL SYSTEMS, INC.

TERMS AND CONDITIONS OF SALE

By attending and/or participating in this sale event/auction, each potential Buyer (hereinafter “Buyer”) shall be deemed to have fully read, acknowledged and agreed to be bound by the Terms and Conditions set forth herein and in all attendant documents (collectively, the “Transaction Documents” and the “Transaction”):

BUYER INFORMATION: Each potential Buyer represents, warrants and certifies that it has provided (i) its full and accurate legal name and business address, and the full and accurate legal name and address of Buyer’s representative(s) attending and/or participating in the sale event of the Property or Equipment (hereinafter “Property” or “Equipment”), and (ii) the citizenship status of Buyer and its representative(s) and any foreign interest of Buyer or its representative(s).

PROPERTY INFORMATION: Any available information relating to the Property condition and other information from any available survey and/or inspection report is being provided free of charge by third parties unrelated to any of the Seller Parties, hereafter identified as CSRE-Global and Charleston Auctioneers, Inc. (a/k/a “Charleston” as referred to herein). Seller Parties shall mean Seller, and its affiliates and their respective officers, directors, employees, agents and representatives. Seller Parties have no responsibility and make no representation or warranty of any kind with respect to such Property information, survey and/or inspection report. Any usage and/or reliance on any such Property information, survey and/or inspection report shall be at Buyer’s sole risk. Any specifications supplied are preliminary and not provided for the purpose of determining suitability or fitness and are subject to Buyer’s confirmation.

GENERAL TERMS OF SALE: For immediate acceptance, subject to prior sale or other disposition, and change without notice. Proposals and acceptances of orders by a potential Buyer are made with the mutual understanding that orders are not subject to cancellation. Sale and delivery date is approximate only, and contingent upon delays or nonperformance occasioned by strikes, accidents, fires, Acts of God, government restrictions (including the denial or cancellation of any export or other necessary license), wars, insurrections and/or any other cause beyond the control of the Seller.

RESERVATION OF RIGHTS BY SELLER: Seller reserves and has the right to (i) accept or refuse any and all bids and offers for any reason, (ii) withdraw from sale any of the Property listed or to sell at any sale property not listed, (iii) group one or more lots into one or more selling lots or to subdivide into two or more selling lots, (iv) whenever the best interest of Seller will be served, to sell all the property listed, in bulk, and (v) add other terms and conditions of sale, such additional terms and conditions to be announced prior to the sale. Notwithstanding anything to the contrary contained in any of the Transaction Documents, Seller shall not be required to effectuate any sale of Property if prohibited under applicable law, rule, order, or regulation, or if the proposed Buyer or Buyer’s funding source is on any government watchlist, including but not limited to any of the following lists published by the U.S. Government: (a) Department of Commerce Denied Persons List; (b) Department of Commerce Entity List; (c) Department of Treasury Specially Designated Nationals and Blocked Persons List; (d) Department of State Proliferation List; or (e) Department of State Arms Export Control Debarment List. Nothing herein shall be construed as (i) an approval or commitment of sale by Seller to any person; and all transactions are subject to product availability, final investment and compliance approval by Seller and the execution of the Transaction Documents in form satisfactory to Seller; or (ii) any guarantee or promise of pricing terms or availability thereof which may fluctuate or cease to be available depending on any change in the industry and market conditions; or (iii) constituting the creation of an agency, partnership, joint venture, fiduciary or similar relationship between Seller and any person; (iv) constituting business, financial, tax, accounting or legal advice, and Buyer should consult its own professional advisers for any such advice; or (v) a representation or warranty, express or implied, of any kind by any Seller Party, and Buyer expressly and specifically waives and disclaims and confirms that it has not relied and is not relying on any representation or warranty, express or implied, of any kind by any Seller Party.

COMPLIANCE WITH LAWS: Buyer shall comply with all U.S. export control laws and regulations. The Property sold under the Transaction Documents may be subject to the provisions of Export Administration Act of 1979 and the Export Administration Regulations promulgated thereunder, the Arms Export Control Act and the International Traffic in Arms Regulations, and the sanctions laws administered by the Office of Foreign Assets Control. Buyer acknowledges that these statues and regulations impose restrictions on import, export and transfer to third countries of commodities and related data, and that licenses from the U.S. Department of Commerce or U.S. Department of State may be required before such commodities or data can be transferred, and that such licenses may impose further restrictions on use and further transfer of such commodities and data. Buyer agrees (i) to notify Seller prior to any transfer of Property (including goods, commodities or data) purchased under the Transaction Documents to any parties outside of the United States, (ii) to provide an end-use certificate and a certification that the Property (including goods, commodities and data) purchased under the Transaction Documents will not be transferred to any end-user or for any end-use that is prohibited by U. S. law, (iii) to provide proof of any required U. S. Automated Export System (AES) filing prior to export of any Property (including goods, commodities or data) purchased under the Transaction Documents, and (iv) that Seller reserves the right to cancel any sale at any time in the event it determines, in its sole discretion, that any transaction arising out of the Transaction Documents does or may violate applicable U.S. export control or similar laws.

Buyer hereby represents, warrants and certifies to Seller of the following and upon Seller’s request, Buyer shall provide a separate signed certification of the following with respect to each Property that Buyer acquires from Seller: (a) Buyer will comply with United States or any other applicable export laws and regulations for the export, re0export, and/or transfer of the Property; (b) the Property will not be used or sold to a third party for use in nuclear, biological or chemical weapons, or missiles capable of delivering these weapons; and (c) the Property is not intended for use by sanctioned by the United States Government or by a destination subject to a United States comprehensive embargo.

TIME AND MANNER OF PAYMENT: Each sale shall be contingent upon Buyer’s full compliance with all of the terms and conditions set forth in the Transaction Documents. Payment of purchase price in full by Buyer to Seller within the time required by Seller is required prior to Buyer’s removal and shipment of the Property. All payments shall be made to Seller in U.S. dollars by wire transfer or certified check. Purchase price for the Property does not include (a) any applicable taxes (including sales, use, transfer, property and other applicable taxes, whether assessed to Buyer or Seller, but excluding any taxes based on or measured by Seller’s income), or (b) any cost of professional services, installation, insurance, distribution charges, shipping, exportation, importation or any other cost whatsoever relating to the Property or re-titling and/or re-registration of the Property or Uniform Commercial Code filings; and Buyer shall be responsible for all such amounts set forth in this clause.

REMOVAL, RE-TITLING AND RE-REGISTRATION OF PROPERTY: Property sold to Buyer must be removed from the facility within 5 days from date of sale. Any and all de-installation, removal, transportation and re-installation of Property shall be at the sole expense, risk and liability of the Buyer. Seller shall not be responsible for Property sold but not removed within the time allowed, but Seller shall have the option to remove and store the Property at the sole expense (a fee equal to $3,500.00 per day per piece of Property) and risk and cost to Buyer.

AS IS WHERE IS SALE: EXCEPT AS EXPRESSLY SET FORTH IN THE TRANSACTION DOCUMENTS, THE PROPERTY IS BEING SOLD AND DELIVERED BY SELLER TO BUYER AND PURCHASED AND ACCEPTED BY BUYER “AS IS” AND “WHERE IS”, WITH ALL FAULTS, WITHOUT ANY WARRANTIES, EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER, INCLUDING WITHOUT LIMITATION, THE CONDITION OF THE PROPERTY, ITS MERCHANTABILITY OR ITS FITNESS FOR ANY PARTICULAR PURPOSE, EXCEPT THAT THE TITLE TO PROPERTY IS FREE AND CLEAR OF ALL LIENS OR ENCUMBRANCES OF ANY PERSON OR ENTITY CLAIMING BY, THROUGH OR UNDER SELLER. SELLER MAKES NO, AND EXPRESSLY AND SPECIFICALLY DISCLAIMS (AND BUYER EXPRESSLY AND SPECIFICALLY WAIVES AND DISCLAIMS AND CONFIRMS THAT IT HAS NOT RELIED AND IS NOT RELYING ON) ANY, REPRESENTATION, GUARANTEE, COVENANT, CONDITION OR WARRANTY OF ANY KIND RELATING TO THE PROPERTY/EQUIPMENT, INCLUDING BUT NOT LIMITED TO THE CONDITION OR LIEN STATUS OF THE PROPERTY (WHETHER OR NOT DISCOVERABLE), WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, ARISING BY LAW OR OTHERWISE, IN CONTRACT OR IN TORT, INCLUDING WITHOUT LIMITATION, WARRANTIES WITH RESPECT TO THE PROPERTY’S MERCHANTABILITY, QUALITY, FITNESS FOR ANY PARTICULAR USE, PURPOSE, DESIGN, CONDITION, VALUE, QUALITY, DURABILITY, OR AS TO THE ABSENCE OF LATENT, INHERENT OR OTHER DEFECTS (WHETHER OR NOT DISCOVERABLE) OR AS TO THE ABSENCE OF ANY INFRINGEMENT OF ANY PATENT, DESIGN, COPYRIGHT OR OTHER PROPRIETARY RIGHT OR THOSE ARISING BY STATUTE OR OTHERWISE IN LAW FROM THE COURSE OF DEALING OR USAGE OF TRADE. BUYER ACKNOWLEDGES THAT THE PROPERTY SOLD HEREUNDER MAY BE USED. BUYER AGREES AND ACKNOWLEDGES THAT IN NO EVENT SHALL ANY SELLER PARTY BE LIABLE FOR INJURIES TO PERSONS OR PROPERTIES, FOR LOSS OF USE, REVENUES OR PROFIT WITH RESPECT TO THE PROPERTY OR ANY LIABILITY OF BUYER FOR ANY DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES. PROPERTY PURCHASED MAY NOT INCORPORATE APPROVED ACTIVATING MECHANISMS, OPERATING SAFETY DEVICES OR SAFETY GUARDS, AS REQUIRED BY OSHA OR OTHERWISE. IT IS BUYER’S SOLE RESPONSIBILITY THAT PROPERTY PURCHASED BE SO EQUIPPED AND SAFEGUARDED TO MEET OSHA AND ANY OTHER REQUIREMENTS BEFORE PLACING SUCH PROPERTY INTO OPERATION OR COMMERCE. ALL SALES OF AVAILABLE PROPERTY WILL BE FOR COMMERCIAL USE ONLY AND NOT FOR ANY PERSONAL, FAMILY OR HOUSEHOLD USE. NO AGREEMENT ALTERING OR EXTENDING SELLER’S LIABILITY FOR WARRANTIES SHALL BE BINDING UPON SELLER UNLESS IN WRITING AND EXECUTED BY A DULY AUTHORIZED OFFICER OR REPRESENTATIVE OF SELLER.

SAFETY INSPECTION: (a) Immediately upon entering any premises where the Property is located, Buyer shall inspect the premises and Equipment to ensure that it is familiar with the nature and scope of the materials and debris, including those it may be obligated to remove and clean as required by the terms of this Agreement. Buyer shall also inspect the Equipment before auction to ensure that the Equipment is safe and poses no undue risk or hazard, including but not limited to contact with any Hazardous Substances as defined below, which includes but is not limited to asbestos. (b) Where Buyer or any of its contractors become aware of any condition of the premises or Equipment that may pose a hazard or encounter any materials they suspect may contain Hazardous Substances (as defined below) including asbestos, Buyer and its contractors shall cease work and notify auctioneer immediately.

HAZARDOUS SUBSTANCES: The term “Hazardous Substances” means, collectively, any chemical, solid, liquid, gas or other substance having the characteristics identified in, listed under, or designated pursuant to (i) the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C.A. 9601 (14) as a “hazardous substance”, (ii) the Resource, Conservation and Recovery Act, 42 U.S.C.A. 6903 (5) and 6921, as a “hazardous waste”, (iii) the Toxic Substances Control Act, (iv) the USEPA’s Spill Clean Up Policy, or (v) any other laws, statutes, or regulations of a government or political subdivision or agency thereof, as presenting an imminent and substantial danger to the public health or welfare or to the environment, or as otherwise requiring special handling, collection, storage, treatment, disposal, or transportation.

(i)        Buyer is aware of the fact that the Equipment is, was, or may have been used in manufacturing, testing and other industrial operations and, in the course of such use, may have been exposed to and / or come into contact with Hazardous Substances;

(ii)       Buyer acknowledges and agrees that Seller and ABB, Inc. has not made any representations or warranties as to whether or to what extent any Hazardous Substances are present or absent from the premises or the Equipment;

(iii)      Buyer acknowledges and agrees that it enters the premises and handles the Equipment at its own risk.

BUYER DEFAULT: In the event of default by Buyer in any form or fashion or of any of the terms set forth in the Transaction Documents, Seller may, in addition to all other remedies under law or in equity, may retain all monies received as Deposit, or payment, or otherwise, as liquidated damages. Property not paid for and removed within the time allowed herein may be resold at public or private sale without further notice, and any deficiency, together with all expenses and charges of re-sale, will be charged to the defaulted Buyer. If at any time prior to payment in full, Buyer files a petition in bankruptcy or for other similar protection from creditors, or an involuntary petition in bankruptcy or other similar proceeding is filed against purchaser, then, at the option of the auctioneer, the sale may be voided by Seller at its option. The record of sale kept by Seller and its bookkeeper will be taken as final in the event of any dispute raised by Buyer.

INDEMNIFICATION: Buyer agrees to be responsible for, and agrees to indemnify, save and hold harmless any Seller Party, ABB, Inc., or the auctioneer and Charleston from and against any and all liabilities, obligations, losses, damages, penalties, claims, actions and suits resulting therefrom and imposed upon, incurred by or asserted as a consequence of: (i) taxes, license fees, other fees and assessments of any kind or nature assessed or imposed by any domestic or foreign governmental entity or taxing authority; (ii) the sale of the Property to, the removal, delivery, transportation, shipping, exportation, importation, ownership, possession, operation or use of the Property by, Buyer, or the condition or use of the Property purchased or failure of Buyer to follow instructions, warnings or recommendations of the manufacturer, or to comply with federal, state and local laws applicable to such Property, including OSHA requirements, or for proximate or consequential damages, costs or legal expenses arising therefrom; and (iii) persons attending during exhibition, sale or removal of Property, or any defect in or condition of the premises on which the sale of Property is held.

GOVERNING LAW; WAIVER OF JURY TRIAL; ATTORNEY FEES AND COSTS OF LITIGATION: The execution, interpretation and performance of the Transaction shall be governed by, and construed in accordance with, the laws of the State of Indiana (without regard to its conflicts of law provisions). BUYER WAIVES THE RIGHT TO A JURY TRIAL IN ANY DISPUTE OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF, DIRECTLY OR INDIRECTLY, THE TRANSACTION, ANY OF THE RELATED DOCUMENTS, ANY DEALINGS BETWEEN ANY SELLER PARTY AND BUYER RELATING TO THE SUBJECT MATTER HEREOF OR THEREOF, AND/OR THE RELATIONSHIP THAT IS BEING ESTABLISHED BETWEEN SELLER AND BUYER.  The Parties shall be responsible for their own attorney fees in reviewing this agreement.  However, in the event of a dispute relating to the enforcement of this Agreement or any matter related to the auction/sale or Property sold, Seller, CSRE Global, ABB, Inc. and Charleston shall be entitled to recover its reasonable costs and attorney fees incurred.

MISCELLANEOUS: This Transaction may not be assigned by either party without the prior written consent of the other and shall inure to the benefit of and be binding upon the parties and their respective successors and permitted assigns. Nothing in the Transaction Documents, express or implied, is intended to confer upon any person, other than the parties hereto, and their respective successors and permitted assigns, any rights, remedies, obligations or liabilities under or by any reason of the Transaction Documents. The Transaction Documents shall constitute the entire agreement of the parties with respect to the subject matter hereof. No amendments or modifications to the Transaction Documents shall be valid unless in writing and signed by both parties hereto. The covenants and agreements expressed in the Transaction Documents shall be severable, and the invalidity, now or in the future, of any covenants recited herein shall not affect the validity of the remaining covenants and agreements. Each Transaction Document may be executed in multiple originals and multiple counterparts on different dates and in different places, but which when taken together shall constitute one binding and effective agreement. The waivers, indemnities, representations and warranties set forth in the Transaction Documents shall survive the consummation of the transaction contemplated in the Transaction Documents. Except as otherwise stated herein, each of the parties shall be responsible for its own costs and expenses incurred in connection with the transactions contemplated by the Transaction Documents.

IMPORTANT NOTICE: Nothing herein shall be construed as (i) constituting the creation of an agency, partnership, joint venture, fiduciary or similar relationship between Seller (including but not limited to CSRE Global), ABB, Inc. and any person; (ii) an approval or commitment to sale by Seller or ABB to any person; and all transactions are subject to final investment / compliance approval by Seller and ABB and the execution of mutually satisfactory definitive documentation; (iii) any guarantee or promise of pricing terms or availability thereof which may fluctuate or cease to be available depending on any change in the relevant market. All sales of available equipment will be “as is”, “where is”, with all faults, without recourse or warranty of any kind or nature, express or implied; and subject to detailed terms and conditions of sale of the equipment owner / Seller.

TIME OF PAYMENT: All bills must be paid in full before removal of any of its purchases and in any case no later than 24 hours after the sale has concluded. No exceptions.

REMOVAL: All purchases/Property must be removed no later than ________, ____________ _________, 2020. No lot/Property can, on any account, be removed during the sale/auction. Removal shall be at the expense, risk and liability of the Buyer. Purchases will be delivered only on presentation of paid bill/proof of payment in full. The auctioneer shall not be responsible for Property not removed within the time allowed, but shall have the option to remove and store at the expense and risk of the Buyer any Property purchased, but not paid for and removal of any of the Property.

Any Property purchased and paid for that can be removed by hand carry or a two-wheel dolly may be removed by the Buyer.  Any other Property MUST be removed by one of the three approved riggers.  Call Charleston with any questions you may have.

MANNER OF PAYMENT: All checks for deposits and balances due shall be payable to the order of Charleston. All bills must be paid to representatives of the auctioneer at the plant/premises or sent to the auctioneer’s office at Charleston, 433 Council Drive, Fort Wayne, IN 46825. Payment by wire transfer is also acceptable. Cash is acceptable and credit card payments will be accepted so long as Buyer agrees to pay a service fee for use of the credit card. Name and address of payee must be exact match to information given upon registration. The full purchase price on all lots/Property to the same Buyer must be paid within the time fixed and before removal of any of the Property.

COMPLIANCE WITH TERMS OF SALE: In default of payment of invoices/bills in full within the time therein specified, the Charleston, in addition to all other remedies allowed by law, may retain all monies received as deposit or otherwise, as liquidated damages. Property not paid for and removed within the time allowed herein may be resold at public or private sale without further notice, and any deficiency, together with all expenses and charges of resale, will be charged to the defaulting Buyer.

RISK TO PERSON AND PROPERTY: Persons attending during exhibition, sale or removal of Property assume all risks of damage of or loss to person and property and specifically release the auctioneer, auction company, CSRE Global and ABB from liability. Neither the auctioneer, auction company, CSRE Global and ABB shall be liable by reason of any defect in or condition of the premises on which the sale is held.

ADDITION TO OR WITHDRAWAL FROM SALE: The auctioneer, auction company, CSRE Global and ABB reserve the right to withdraw from sale of any of the Property listed or to sell at this sale Property not listed, and also reserves the right to group one or more lots/Property into one or more selling lots or to subdivide into two or more selling lots. Whenever the best interest of the Seller will be served, the auctioneer reserves the right to sell all the Property listed, in bulk.

SALE BY ESTIMATED WEIGHT, COUNT OR MEASURE: Where Property is sold by estimated weight, count or measure, the Buyer will be billed for and required to pay for the estimated weight, count or measure.

DISPUTE BETWEEN BIDDERS: If any dispute arises between two or more bidders/Buyers, the auctioneer may decide the same or put the Property up for sale again at once and resell to the highest bidder. The auctioneer’s decision shall be final and absolute.

RESERVE: The auctioneer reserves the right to reject any and all bids. On Property upon which there is a reserve, the auctioneer shall have the right to bid on behalf of the Seller.

RECORDS: The record of sale kept by the auctioneer/auction company and bookkeeper will be taken as final in the event of any dispute.

SALES TAX: Buyer shall also pay all applicable sales or use taxes imposed by all taxing authorities on such transaction unless Buyer shall present a resale certificate, certificate of exemption or the like, exempting the Buyer and auctioneer/auction company from the payment of any such sales and use taxes.

BANKRUPTCY: If at any time prior to payment in full, Buyer files a petition in bankruptcy or for other similar protection from creditors, or an involuntary petition in bankruptcy or other similar proceeding is filed against Buyer, then, at the option of the auctioneer, the sale may be voided.

ADDITIONAL TERMS AND CONDITIONS: The auctioneer, auction company, CSRE Global and ABB may add other terms and conditions of sale. Said additional terms and conditions to be announced prior to the auction.

18% Buyers Premium

LOCATION: ____________________________________

TERMS OF SALE: a 18% buyer’s premium will be charged on all purchases with an additional 3% added if paying with a credit card (for a total buyer’s premium of 21%). Charleston auctions is now accepting all major credit cards. No cash payments will Be accepted. All items are sold “as is, where is” and must be paid for in full by cashier’s check, wire transfer, credit card or check accompanied by a letter from the payor’s bank guaranteeing unqualified payment to Charleston Auctions for this sale. Identification and credit card are required for registration. Please visit our website for inclusive sale terms and conditions.  All buyers MUST agree to the inclusive terms before bidding on any lot in the auction.

BUYERS: Buyers are responsible for all risk of loss, property damage, personal injury caused by removal, and all costs of removal of items/lots purchased. Buyer’s obligations with regard to removal further include the obligation to repair and restore any damage to the real property or permanent improvements where the purchased items/lots are located. Buyers de-installing items/lots purchased must use one of the pre-approved, professional riggers/de-installers.

REMOVAL: All lots must be paid for in full within 24 hours of the sales conclusion.  No items will be removed without proof of payment.  All lots purchased MUST be removed without exception.  There is NO right of abandonment on any lot or portion of lot.  There will be a $3,500.00 per day fee on each lot that remains after the conclusion of the removal period. 

DISCLAIMER AND ABSENCE OF WARRANTIES: Bidder shall not rely on any photograph or description of any kind when bidding. Photographs and descriptions are subject to change from time to time and are not reliable. Each potential bidder is responsible to conduct, at their own risk and cost, their own independent inspections, investigations, inquiries, and due diligence concerning the property. Seller, CSRE Global and Charleston Auctions, or their agents and associates, are not responsible for any warranty as to condition of property. Bidder shall be fully responsible for confirming that each item bid on is appropriate for Bidder’s intended use. Neither Seller, CSRE Global nor Charleston Auctions shall be responsible, in any way, for confirming or denying the specific identity or intended use of any item or piece of property. Inspection dates have been scheduled and will be staffed with auction personnel. Please feel free to inspect the property at any other time, so long as arranged in advance with Charleston. Bidder shall repair any damage to the property done by Bidder, its representatives and agents, while conducting any inspections. In addition, Bidder shall indemnify, defend and hold seller harmless for any claims or damages suffered (including attorney’s fees and costs) by Seller, CSRE Global and Charleston Auctions relating to actions taken by bidder, its representatives and agents, while conducting any inspections. The property is being sold on an “as is, where is” basis, and no warranty or representation, either express or implied, concerning the property is made by Seller, CSRE Global and Charleston Auctions. The information contained in this brochure is subject to verification by all parties relying on it. No liability for its accuracy, errors or omissions is assumed by Seller, CSRE Global and Charleston Auctions.

GOVERNING LAW AND VENUE: Bidder agrees that no matter what state or country Bidder resides, or location of the auction, all disputes or disagreements shall be construed according to the laws of the state of Indiana.