Important Information
Terms and Conditions
TOTAL PURCHASE PRICE Payment is due upon successful bid(s).
EquipNet, Inc. (?EquipNet?, or? EquipNet, Inc?.) will
require a deposit prior to bidding of not less than $400.00
or twenty five percent (25%) of the Buyer's aggregate
PURCHASE PRICE estimate with the balance due upon successful
bid. This can be in the form of Visa or MasterCard.
EquipNet, Inc. may contact bidders requesting credit card
hold or wire transfer confirmation as a deposit. If no
deposit is received upon request EquipNet, Inc. reserves the
right to refuse or cancel Buyer's bids and re-sell Goods.
1. EquipNet charges a buyer's premium at the time of
sale, which is an additional charge above and beyond the
equipment bid. An 18% Buyers Premium and a 2% Internet
Bidding Fee will apply at this sale. A 2% discount will be
applied if payment is received by Wire Transfer/ACH
(confirmed) within 3 business days of the close of the
auction. Credit Card payments will be accepted for balances
below $10,000.00. Wire Transfers will be required for
balances exceeding $10,000.00.
2. All items unless otherwise stated are sold "AS IS,
WHERE IS, WITH ALL FAULTS." There are no warranties made by
EquipNet, Inc. or the Sellers(s) as to the merchantability
or fitness for any specific or particular use. Equipnet has
not created and will not create any express warranty to any
bidder as to the condition, performance or value of any of
the items, products or property being placed for sale that
bidders may rely on.
3. Final Auction Bid Acceptance and Payment: All
auction equipment is subject to internal redeployment,
cancellation of listing, or other sale prior to formal
acceptance of an auction bid by the seller. The formal
acceptance of an auction bid is not final until an invoice
has been sent, timely payment has been received in full, a
visual inspection of equipment satisfactory to EquipNet,
Inc. has been made prior to shipment release, and timely
shipment arrangements acceptable to EquipNet, Inc. have been
finalized. Only after the above conditions have been met
will a sale be final. Members should not rely on other
verbal or written forms of communication regarding bids.
Payment in full is due within 1 business day from the time
an auction invoice has been sent. If payment is not received
in full within 1 business day from the time an auction
invoice has been sent any and all bids made by the member
may, at the sole discretion of EquipNet, Inc. may be deemed
null and void and the transaction cancelled. If a member
fails to pay for their purchase, cancels their purchase
without just cause, or fails to remove their equipment as
required EquipNet reserves the right to cancel the purchase
and charge an administrative fee equal to 18% of the
accepted offer in addition to the 18% Buyers Premium. Also,
if payment is not received within 1 business day from the
time an auction invoice is sent EquipNet, Inc. reserves the
right to suspend or terminate a member?s account without
further notice. If a member fails to pay because funds were
returned or rejected, EquipNet, Inc. may charge a returned
check fee of $100.00 as well as other fees and premiums
mentioned above.
4. While the descriptions and information contained in
the advertised material for this sale are, to the best of
EquipNet, Inc. knowledge, believed to be correct. EquipNet,
Inc. and Seller(s) will not be responsible for any
deletions, discrepancies or inaccuracies. Any announcements
made at the auction or sale via electronic email or
otherwise will take precedence over any previous
announcements, advertisements or distributed material.
5. Taxes will be added to the purchase price of all
taxable items. Tax exempt buyers will need to present a
valid tax exemption certificate or supporting document,
otherwise their purchases will be subject to any applicable
taxes as governed by local, county, state or federal law.
Taxes can only be removed/refunded if the supporting
documentation is provided timely. Tax exemption certificates
or the supporting documents must be sent to EquipNet within
seven (7) days of invoice date.
6. The removal period for purchased items will be
posted on the website or announced via email or at the
auction or sale. Cost and responsibility of removal within
the removal period remains with the buyer. All items must
be removed within the specified removal period or shall be
deemed abandoned and resold by EquipNet, Inc. Positively no
refunds or credits for shortages or claims relating to items
won at auction will be considered after goods leave the
seller's or seller's agent's premises.
IN SOME INSTANCES THE SELLER IN IT?S SOLE DESCRETION MAY
ALLOW SELECT RIGGER / VENDORS ONTO THE SITE TO CONDUCT
REMOVAL/RIGGING SERVICES AND AS SUCH BUYER UNDERSTANDS AND
AGREES THAT AS A PART OF THE TERMS OF THIS AUCTION THAT ANY
COMPANY RETAINED BY THE BUYER FOR EQUIPMENT PICK-UP /
REMOVAL WILL NEED TO BE APPROVED BY THE SELLER AND WILL BE
REQURED TO PROVIDE THE APPROPRIATE DOCUMENTATION & INSURANCE
COVERAGE POLICIES AND FURTHER AGREES TO THE FOLLOWING
INDEMNIFICATION:
EQUIPMENT PICK-UP & REMOVAL INDEMNIFICATION: To the MAXIMUM
extent permitted by law, BUYER and/or BUYERS AGENT AS
UNDERSIGNED indemnifies, defends and holds EQUIPNET INC.
and the SELLER and all its affiliates harmless against any
and all claims for liability and damage, including, but not
limited to, reasonable attorney's fees arising out of any
claim for personal injury, sickness, and, or, death to any
persons and for any property damage caused by the
transportation, and, or, the transfer of purchased equipment
from or within the facility or to the dock including but not
limited to the transfer of purchased material to the BUYERS
vehicle including any or all vehicles of any company
including but not limited to any rigging or transportation
companies acting to transport BUYERS purchases whether or
not such claims are based in part on the active or passive
negligence or participation in the wrong or an alleged
breach of a statutory duty or obligation on the part of
EQUIPNET INC. and the SELLER. This indemnification is
inclusive of residual or hazardous chemicals or other
hazardous material on or in the purchased items, whether or
not due to the negligence of EQUIPNET INC. and the SELLER or
any affiliate, during the commencement of the dismantling or
load out or other work by BUYER and /or any company
including but not limited to any rigging or transportation
companies employed by the BUYER to act as agent to transport
for the BUYER. The word "persons" as used herein, shall be
construed to imply both the plural and the singular, as the
case may demand, and shall include corporations, companies,
associations, societies and municipal corporations as well
as individuals. BUYER AND BUYER?S AGENTS are solely
responsible for safely rigging and securing all loads to
their vehicles and, or, vehicles they designate to remove
the equipment and or machinery from the premises. Any
vehicle that is deemed to be unsafe in the sole discretion
of EQUIPNET INC. and the SELLER will be denied access to the
facility / Dock.
Bidder understands and agrees that load out services are not
applicable to all auctions; further, if load outs are
applicable as relating to any specific auction, load outs
will ONLY include loading onto a single standard vehicle or
flatbed and will NOT include loading to a container or
multiple load outs to several vehicles unless arrangements
have been agreed to prior to the event with EquipNet or the
Seller.
As a part of the terms and conditions of the auction, and in
consideration of receiving permission to enter on the
premises Bidder hereby releases, waives all claims, assumes
all risk, indemnifies and forever discharges Seller and
Equipnet and its subsidiaries, officers, employees, agents,
directors, servants, affiliated organizations and licensees
from every and all claims that may result from my being
within the perimeter of this facility.Bidder assumes the
inherent and extraordinary risk involved in the activities
associated with attending the auction inspection and auction
event, and expressly assumes the risk of and accept full
responsibility for any and all injuries (including death,
and paralysis) and accidents that may occur as a result
being on the premises.
7. In making a bid the buyer agrees to comply with the
terms and conditions as herein stated or additional terms as
made or distributed via email or at the sale or auction.
Failure of the buyer to comply with the terms and conditions
will be treated as a breach and if applicable the deposit as
made will be retained. Further, EquipNet, Inc. may resell
any purchased item publicly or privately with the liability
for any deficiencies and cost incurred to affect the sale
remaining with the buyer.
8. EquipNet, Inc. reserves the right to combine single
items into lots, add or delete items prior to offering the
item individually. Bids, which in the opinion of EquipNet,
Inc. are not commensurate with the value of the item
offered, may be rejected. Where the Seller has a reserve on
any item(s) EquipNet, Inc. shall have the right to bid the
same on behalf of the Seller(s). All Online and Webcast
auction sales are with reserve unless the goods are in
explicit terms put up without reserve. In an auction with
reserve EquipNet, Inc. may withdraw the goods at any time
until the announced completion of the sale. EquipNet, Inc.
reserves the rights to include assets from more than a
single seller to be sold throughout the sale.
9. EquipNet, Inc. or Seller(s) shall not be held liable
for any claims with respect to environmental problems
arising out of hazardous materials which may be contained in
items sold. Certain pieces of equipment may contain
residual chemicals or elements. It is the Buyers
responsibility to safely secure the purchased item in
compliance with all applicable governmental safety standards
in using, selling and transporting purchased items.
10. It is the responsibility of the buyer to obtain
proper licenses or other appropriate paperwork where
required to release the equipment from the facility or
otherwise for the export of any items that are considered
controlled commodities; restricted from export outside of
the United States without proper export licenses.
11. Select items are subject to prior sale, redeployment
or transfer. All bidders are advised to inspect each item
individually or as a lot during the preview period prior to
bidding. Buyers understand that inspection may be limited to
website postings, images and descriptions.
12. All parties interested in bidding will be required
to register prior to the sale or auction. A valid drivers
license or other acceptable form of photo ID may be required
at the time of registration.
13. Additional terms and conditions as posted on
Internet Bidding site may supersede those listed above and
such announcements may be made at the time of the sale or
auction.
The Following Applies to this Event:
EQUIPMENT PURCHASE AGREEMENT
THIS EQUIPMENT PURCHASE AGREEMENT (the Agreement), dated as
of is made by and between PANMIRA PHARMACEUTICALS, LLC, a
Delaware limited liability company ______________and
Registered Auction Bidder (Purchaser)
RECITAL Seller desires to sell to Purchaser, and Purchaser
desires to purchase from Seller, the Transferred Equipment,
as set forth in this Agreement. For and in consideration of
the premises, mutual covenants and agreements contained
herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged and
agreed, and intending to be legally bound, the parties agree
as follows:
ARTICLE 1 - PURCHASE AND SALE
1.1 Equipment to be Purchased and Sold. Subject to the terms
and conditions of this Agreement, Seller agrees to sell,
transfer, convey, assign and deliver auction items that won
and awared
to Purchaser, and Purchaser agrees to purchase, acquire and
accept from Seller, all of Sellers rights, title and
interest in and to the materials, machinery, equipment, and
other tangible property listed on Exhibit A (collectively,
the Transferred Equipment), and to assume and agree to
discharge and perform when due all liabilities arising out
of or relating to the ownership, operation and use of the
Transferred Equipment on and after the Effective Date (as
defined below).
1.2 Purchase Price; Title. As consideration for the sale of
the Transferred Equipment to Purchaser, Purchaser will pay
to Sellers Agent, EquipNet, as required the sum as due plus
EquipNets standard buyers premium and applicable California
State Sales Tax (the Purchase Price). Title for the
Transferred Equipment shall remain with Seller until the
Purchase Price is received by Sellers Agent (EquipNet) in
accordance with this Section 1.2. Title shall transfer to
the Purchaser upon Sellers Agent (EquipNet) receipt of the
Purchase Price (the date of such transfer of title, the
Effective Date).
1.3 Sales and Transfer Taxes. Purchaser will bear and pay,
and will reimburse Seller for, any taxes that may become
payable in connection with the sale of the Transferred
Equipment to Purchaser.
ARTICLE 2 - REPRESENTATIONS AND WARRANTIES; DISCLAIMER; BULK
SALES
2.1 Mutual Representations and Warranties. Each of Purchaser
and Seller represents and warrants that, as of the Effective
Date: (a) it is a corporation or limited liability company
duly and validly organized and existing under the laws of
Delaware (as applicable), (b) the execution and performance
of this Agreement have been authorized by all corporate
actions necessary to be taken by it for the approval of this
Agreement, (c) this Agreement has been properly executed and
it is legally valid and binding upon it and is enforceable
against it according to its terms except as such
enforceability may be limited by principles of public policy
and applicable bankruptcy, insolvency, moratorium or other
laws affecting the rights of creditors generally and by
general principles of equity.
2.2 Seller Representation and Warranty. Seller represents
and warrants that, as of the Effective Date, it has good and
marketable title to the Transferred Equipment, free and
clear of any lien, pledge, hypothecation, mortgage, security
interest, equity, trust, equitable interest, encroachment or
any writ, judgment, decree, injunction, award, assessment,
decision, ruling or similar order of any governmental
authority, provided that neither any license or permit held
by Seller nor any obligation Seller may have with respect to
the care or cleaning of the Transferred Equipment shall be
considered an encumbrance.
2.3 Purchaser Representation. Purchaser represents and
warrants that no consents or other authorizations of any
third party are necessary for Purchaser to enter into this
Agreement, and Purchaser is not otherwise limited by any
agreement or arrangement with any third party in entering
into or performing its obligations under this Agreement.
Purchaser represents and warrants that it has all
governmental authorizations or permits necessary for it to
acquire, own and use the Transferred Equipment.
2.4 AS IS. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN SECTION
2.2, THE TRANSFERRED EQUIPMENT IS BEING SOLD AND TRANSFERRED
TO PURCHASER ON AN AS IS AND WHERE IS BASIS AND ALL
WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR USE, ARE EXCLUDED FROM THE
SALE AND TRANSFER OF THE TRANSFERRED EQUIPMENT. EXCEPT AS
EXPRESSLY PROVIDED IN SECTION 2.2, SELLER MAKES NO
REPRESENTATIONS OR WARRANTIES OF ANY NATURE WITH RESPECT TO
THE TRANSFERRED EQUIPMENT. PURCHASER ACKNOWLEDGES THAT ANY
FINANCIAL OR OPERATING INFORMATION RELATING TO THE
TRANSFERRED EQUIPMENT OR SELLERS BUSINESS IS CONFIDENTIAL
AND WAS PROVIDED SOLELY FOR INFORMATIONAL PURPOSES AND THAT
SELLER HAS NO RESPONSIBILITY WHATSOEVER TO PURCHASER WITH
RESPECT TO SUCH INFORMATION.
2.5 Bulk Sales. Purchaser and Seller each hereby waives
compliance by Seller with the provisions of bulk sales or
similar applicable laws, as such relate to the Transfer of
the Transferred Equipment.
ARTICLE 3-MISCELLANEOUS
3.1 Further Actions. The parties shall cooperate reasonably
with each other and with their respective representatives in
connection with any steps required to be taken as part of
their respective obligations under this Agreement, including
the timely assignment, conveyance or other Transfer of the
Transferred Equipment to Purchaser and the consolidation,
vesting and recordation of the full ownership thereof. The
parties shall (a) furnish upon request to each other such
further information, (b) execute and deliver to each other
such other documents and (c) do such other acts and things,
all as the other party may reasonably request for the
purpose of carrying out the intent of this Agreement;
provided, however, that none of the above undertakings shall
require the payment of expenses by Purchaser or Seller or
otherwise increase the obligations of Purchaser or Seller
beyond those expressly set forth in this Agreement. In the
event that a party fails to take the actions necessary to
effect the conveyance of the Transferred Equipment
hereunder, such party shall pay the other partys costs and
expenses arising from such failure.
3.2 Entirety of Agreement; Modifications. This Agreement
(including the Exhibit hereto) sets forth the entire
agreement between the parties regarding the Transferred
Equipment and, except for any prior agreement regarding the
Transferred Equipment, if any (each a Prior Agreement),
shall not supersede any other agreements between the
parties. In the event of any conflict or inconsistency
between this Agreement and any Prior Agreement, this
Agreement shall control and govern. This Agreement may only
be modified or supplemented or any provision hereof waived
in a writing expressly stated for such purpose and signed by
the
3.3 Release. Effective on the Effective Date, Purchaser
hereby generally and completely releases Seller, its
officers, directors, employees, agents, attorneys affiliates
and assigns from any and all claims, liabilities and
obligations, both known and unknown, that arise out of or
are in any way related to the Transferred Equipment,
including but not limited to any claims with respect to the
cleaning, condition or certification of the Transferred
Equipment (the Released Claims). Notwithstanding the
foregoing, Released Claims do not include claims Purchaser
may have under this Agreement. Purchaser acknowledges that
it has read and understands Section 1542 of the California
Civil Code which reads as follows:
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE
CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER
FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN
BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER
SETTLEMENT WITH THE DEBTOR.
Effective as of the Effective Date, Purchaser hereby
expressly waives and relinquishes all rights and benefits
under that section and any law of any jurisdiction of
similar effect with respect to the Released Claims.
3.4 Counterparts; Facsimile. This Agreement may be executed
in counterparts and each such executed counterpart shall be
deemed an original and all such counterparts together shall
constitute one and the same instrument. Facsimile or
electronic (i.e., .PDF) transmission of any signed original
counterpart shall be deemed the same as the delivery of an
original.
3.5 Assignment; Binding Nature; No Third Party
Beneficiaries. This Agreement may not be assigned by either
party without the written consent of the other party.
Subject to the preceding sentence, this Agreement shall be
binding upon, inure to the benefit of, and be enforceable by
the parties and their respective successors and permitted
assigns. This Agreement shall not confer any rights or
remedies upon any person other than the parties and their
respective successors and permitted assigns.
3.6 No Third Party Beneficiaries. This Agreement is neither
expressly nor impliedly made for the benefit of any party
other than those executing it.
3.7 Governing Law; Jurisdiction. This Agreement shall be
governed by, and construed and enforced in accordance with,
the laws of the State of California, excluding its conflicts
of laws principles. The parties hereby expressly consent to
the exclusive personal jurisdiction and venue of the state
and federal courts located in California or other state
mutually agreed upon by the parties, for any lawsuit filed
by either party against the other arising from or related to
this Agreement.
3.8 Use of Name; Public Announcements. Purchaser shall not
have any rights by virtue of this Agreement to any names,
trademarks, trade names, trade dress or logos relating to
Seller or its affiliates or any of their products and Seller
shall not have any rights by virtue of this Agreement to any
names, trademarks, trade names, trade dress or logos
relating to Purchaser or its affiliates or any of their
products. Except as otherwise required by law, neither
Purchaser nor Seller shall issue any press release or make
any other public announcement concerning this Agreement
without the prior written approval of the other party.
3.9 Severability. If, for any reason, any part of this
Agreement is adjudicated invalid, unenforceable or illegal
by a court of competent jurisdiction, such adjudication
shall not affect or impair, in whole or in part, the
validity, enforceability or legality of any remaining
portions of this Agreement. All remaining portions shall
remain in full force and effect as if the original Agreement
had been executed without the invalidated, unenforceable or
illegal part. IN WITNESS WHEREOF, the parties hereto have
duly executed and delivered this Agreement as of the date
first set forth above.
Purchaser acknowledges and agrees that acceptance of General
Auction terms by virtue of electronically registering for
the Panmira EquipNet Auction further agrees to the above
Equipment Purchase Agreement terms.
EquipNet Inc, (?EquipNet?) provides a service (the
"Services") that matches buyers with sellers of used
equipment (the "Equipment"). As a result of its limited
role, EquipNet has no control over the quality,
compatibility, safety or legality of the Equipment offered
for sale. These specific Auction Terms will become a part
of and incorporated into the EquipNet, Inc. General Terms of
Service, the current version of which can be found at
www.equipnet.com (the ?General Terms?). Accordingly, the
term ?Agreement? as used in the General Terms shall mean the
General Terms plus these specific Auction Terms. All
capitalized terms used and not defined in this Addendum will
have the meanings given to them in the General Terms.