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Terms and Conditions of Sale

BY REGISTERING FOR AN AUCTION OR BIDDING OR PLACING A WINNING BID AT AN AUCTION, OR BY ENTERING INTO A PRE-AUCTION OR POST-AUCTION NEGOTIATED SALE, YOU ACKNOWLEDGE THAT YOU HAVE READ AND AGREE TO THE FOLLOWING TERMS AND CONDITIONS OF SALE:

The following Terms and Conditions of Sale, as amended by any published or posted catalogs or notices or verbal announcements before or during the sale (the “Sale Terms”), constitute the entire terms and conditions on which goods are offered for sale or sold by Meadoworks, LLC or by any third party for whom we act as agent, through auctions and pre-auction and post-auction sales.  As used herein, the terms “Meadoworks,” “we,” and “us” refer to Meadoworks, LLC.  You may not register for or bid in an auction if you do not agree to the Sale Terms.

1.               Defined Terms.  For purposes of these Sale Terms:

“Bidder” is any person or entity who, directly or through an agent, considers, makes or attempts to make a bid or offer, by whatever means, and includes Buyers.  Bidders and their agents shall be co-liable for their bids.

“Bid Price” is the highest price accepted by the auctioneer; for on-line auctions, it is the highest price that we accept; for pre-auction and post-auction sales, it is the agreed sales price.       

“Buyer” is the Bidder who makes the highest bid accepted by the auctioneer or Meadoworks or who makes the highest offer accepted by Meadoworks.

“Buyer’s Premium” is the amount retained by us and payable by the Buyer equal to eighteen percent (18%) of the Bid Price.

“Facility” is the facility where the goods in a lot offered for sale are located.

“Purchase Price” means the aggregate of (i) the Bid Price; (ii) the Buyer’s Premium; and (iii) Taxes, if any (defined below).

“Purchased Goods” are the goods purchased by the Buyer.

“Removal Date” is the date by which the Buyer must remove Purchased Goods from the Facility.

“Seller” for goods owned and offered for sale by Meadoworks, is Meadoworks; for goods owned by a third party for whom Meadoworks acts as agent, is the third party.

“Taxes” are any state or local sales or other taxes applicable to the sale of the Purchased Goods, that sellers are required to collect; and any taxes of any US or non-US taxing authority, including, without limitation, provincial and VAT taxes, applicable to the sale of the Purchased Goods, that sellers are required to collect.

2.               Inspections. At Meadoworks’ discretion, Meadoworks will make lotted goods available for inspection by Bidders and their representatives: (i) on a set date prior to an auction, which date may be found on Meadoworks’ online auction platform and/or (ii) prior to the auction date by appointment. Bidders who wish to learn the inspection date or to make an appointment for an inspection should contact Meadoworks at (847) 640-8580.  Meadoworks does not guarantee that Bidders will be able to inspect lotted goods on the day of an auction or on short notice. 

3.               Registration; Bidding.  

(a)       To bid at an auction, Bidders must register for the auction.  For on-site auctions, Bidder’s whose registration is accepted by Meadoworks will be issued a bidder number. Meadoworks will only issue one bidder number per Bidder.  For on-line auctions, Bidders whose registration is accepted by Meadoworks will be sent an email at the email address the Bidder provides in registering.   Meadoworks has the absolute right to refuse or revoke at any time a Bidder’s permission to be on the premises of an auction, to register for an auction, or bid at an auction at any time without notice.  The Bidder whose information is provided in the registration shall be responsible for all purchases under that Bidder’s bidder number or, in the case of on-line auctions, for all purchases under that Bidder’s registration.

                  (b)      By registering for or bidding in an auction, each Bidder represents, warrants and covenants that (i) Bidder has the actual authority to make such registration and bid(s) and (ii) if Bidder’s bid is successful, that Bidder has the financial ability to pay the Purchase Price for the Purchased Goods, pursuant to these Sale Terms. 

(c)        All bids constitute an irrevocable offer by the Bidder to purchase the goods in the lot bid upon at the auction at the successful Bid Price, plus the Buyer’s Premium and Taxes, if any.

(d)       Bidders who desire to submit absentee bids should contact Meadoworks to obtain a registration form and submit the completed form to Meadoworks.  Meadoworks has the absolute right whether to permit absentee bidding for an auction and whether to permit a Bidder to submit an absentee bid.   If Meadoworks accepts a registration for absentee bidding and an absentee bid, the Bidder thereby appoints Meadoworks as its agent and proxy for the sole purpose of bidding in an auction for the purpose of purchasing lotted goods.  If Meadoworks accepts a registration for absentee bidding and an absentee bid, Meadoworks will, in its sole discretion, bid up to the Bidder’s specified maximum bid for the Bidder’s specified lot.  NOTE: The maximum bid stated in any absentee bid is exclusive of the Buyer’s Premium and Taxes, if any.  Successful absentee Bidders shall be liable for the Purchase Price on their successful bid, which includes the Bid Price, the Buyer’s Premium and Taxes, if any.  Absentee bidders will be notified only if their bid is accepted by the auctioneer.  Notification will be in the form of an electronic invoice sent to the email address provided by the absentee bidder in its registration. 

4.               Conduct of the Auction.  

(a)       Subject to the Sale Terms, including but not limited to the terms and conditions of this paragraph 4(b)-(e), all goods in lots in an auction shall be sold to the Bidder with the highest accepted Bid,

(b)       Meadoworks reserves the right to withdraw any lotted goods and to divide or combine lots at any time prior to, during, or after the auction without notice.  In the event a lot is withdrawn after bidding has completed, Bidder’s sole remedy shall be the refund of any portion of the Purchase Price actually paid in good funds. Unless otherwise announced by the auctioneer at the time of the auction, all Bids are per lot numbered in the catalog or other documents published in any medium prior to the auction and no lots shall be divided or combined.

(c)        Meadoworks has the absolute right to temporarily or permanently end an auction prior to or during the publicized auction period and to extend the publicized auction period, without notification. 

(d)       Meadoworks reserves the right to refuse or reject a bid from any Bidder, to determine any bidding increment, and to advance the bidding in any manner that the auctioneer may decide.  In the event of any error or dispute, or in the event the auctioneer doubts any bid, during or after the auction, the auctioneer shall have the sole and final discretion either to continue the bidding, determine the successful bidder, cancel the sale or to re-offer and resell the goods in the lot.  In certain instances, Seller may reserve a right of confirmation.  If any dispute arises after the sale, Meadoworks’ sales records shall be conclusive in all respects. 

(e)       If the goods in a lot are offered subject to a reserve, we may implement such reserve by bidding on behalf of the Seller, whether by opening bid or continuing bidding in response to other bids until reaching the reserve.  If the reserve on goods in a lot is not met, the goods will not be sold.  If we have an interest in the goods in a lot or the proceeds therefrom (other than our commission or Buyer’s Premium), we may bid therefore to protect such interest.  Third party owners on whose behalf we act as agent are not permitted to bid on their own items.

(f)        For on-line auctions, if the auction is timed, the time period for each lot (and as a result the time period for the auction) may be automatically extended if bids are submitted shortly before the expiration of the original time period.

(g)       Subject to paragraph 4(d), a valid and enforceable contract between Seller and Buyer for the sale and purchase of the Purchased Goods for the Purchase Price (which is the aggregate of the Bid Price plus Buyer’s Premium and Taxes, if any), pursuant to these Sale Terms, exists when the auctioneer accepts a Bidder’s bid.

(h)       Subject to paragraph 4(d)&(f), in the case of on-line auctions, a valid and enforceable contract between Seller and Buyer for the sale and purchase of the Purchased Goods at the Purchase Price (which is the aggregate of the Bid Price plus Buyer’s Premium and Taxes, if any), pursuant to these Sale terms, exists when Meadoworks accepts a Bidder’s bid.

(i)        For pre-auction and post-auction sales of goods in a lot, a valid and enforceable contract between Seller and Buyer for the sale and purchase of the Purchased Goods at the Purchase Price (which is the aggregate of the Bid Price (negotiated price) plus Buyer’s Premium and Taxes, if any), pursuant to these Sale Terms, exists when Meadoworks accepts a Bidder’s offer.

(j)        All sales are final. No returns or refunds will be permitted, unless authorized by Meadoworks or Seller in writing.

(k)       Bidders acknowledge that an auction site and the Facility are potentially dangerous places. Flammable, noxious, corrosive and pressurized substances may be present. Heavy equipment may be operated, and electrical circuits may be live. Every Bidder enters such sites at his or her own risk with notice of the condition of the premises and the activities that will be or have been conducted on the premises.  Bidders shall so advise their agents and employees. No Bidder or Bidder’s representative or agent shall have any claim against Meadoworks, Sellers, the owner or tenant of a Facility, or their respective agents or employees for any injuries sustained or for damages to or loss of property that may occur at such sites.

(l)        In the case of on-line auctions, you agree and acknowledge that Meadoworks shall not be liable for any failure or delay in executing bids or any errors contained in bids placed via the on-line auction platform.

(m)      MEADOWORKS PROVIDES THE ON-LINE AUCTION PLATFORM, INCLUDING ON-LINE BIDDING SERVICE AND MEADOWORKS’ WEBSITE "AS IS" AND WITHOUT ANY REPRESENTATIONS OR WARRANTIES EXPRESS, IMPLIED OR STATUTORY. WITHOUT LIMITING THE FOREGOING, YOU AGREE AND ACKNOWLEDGE THAT MEADOWORKS SHALL NOT HAVE ANY LIABILITY FOR ANY FAILURES, DELAYS OR ERRORS CAUSED BY INTERRUPTIONS IN THE AVAILABILITY OF THE ON-LINE AUCTION PLATFORM, INCLUDING ON-LINE BIDDING SERVICE, OR OF OUR WEB SITE OR ANY ERRORS OR DEFECTS IN THEIR CONTENT OR FUNCTIONALITY, ANY SOFTWARE AND/OR HARDWARE DEFECTS (WHETHER YOURS OR OURS) AND/OR ANY INTERNET CONNECTION PROBLEMS (WHETHER YOURS OR OURS), AND WE DO NOT REPRESENT OR WARRANT THAT THE ONLINE BIDDING SERVICE OR THE WEB SITE WILL BE ERROR-FREE, FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT ANY DEFECTS WILL BE CORRECTED.

5.               Warranties; Covenant; and Disclaimers.

(a)       Seller, as its sole and exclusive warranties to Buyer, warrants as follows: (i) that title conveyed for Purchased Goods shall be good, and its transfer rightful; and (ii) that the Purchased Goods shall be tendered for removal free from any security interest or other lien or encumbrance, except for any security interest created pursuant to paragraph 6(c) below.

(b)       Subject to the strict condition precedent that Buyer shall have timely paid the Purchase Price for the Purchased Goods in full and in good funds, Meadoworks covenants that Meadoworks shall make reasonable efforts to tender the Purchased Goods to Buyer prior to the end of the Removal Date; provided, however, that,Meadoworks shall have the absolute right to extend the Removal Date and  if events or circumstances beyond Meadoworks’ control, or not foreseen by Meadoworks, prevents or hinders Meadoworks from tendering the Purchased Goods to Buyer prior to the end of the Removal Date, such delay shall not be grounds for the Buyer to cancel or terminate its purchase of the Purchased goods; Meadoworks shall not be liable for loss due to such delay; and once such cause preventing or delaying tender terminates, Meadoworks shall recommence reasonable efforts to tender the Purchased Goods to Buyer.

(c)        Buyer acknowledges and agrees that Purchased Goods are sold on an “AS IS,” “WITH ALL FAULTS” basis. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN PARAGRAPH 5(a) ABOVE, SELLER AND MEADOWORKS MAKE NO WARRANTY WHATSOEVER WITH RESPECT TO THE PURCHASED GOODS, INCLUDING ANY (i) WARRANTY OF MERCHANTABILITY, OR (ii) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE. Except for the express warranties set forth in paragraph 5(a) above, any affirmation of fact or promise made by Seller or Meadoworks relating to the Purchased Goods shall not be deemed to create an express warranty that the Purchased Goods shall conform to such affirmation or promise. Except for the express warranties set forth in paragraph 5(a), any descriptions, specifications, photographs or videos with respect to the Purchased Goods are not warranted by Seller or Meadoworks to be accurate or complete.  Except for the express warranties set forth in paragraph 5(a), no affirmation, promise, description, photograph or video of the Purchased Goods shall be deemed part of the basis of the bargain. Meadoworks’ employees and representatives are not authorized to make any statement or representation as to the Purchased Goods that differs from the terms and conditions of these Sale Terms. Any such statement or representation will not be binding on Seller or Meadoworks or be grounds for any subsequent claim by Buyer against Seller or Meadoworks.

(d)       All statements, descriptions, photographs or videos relating to goods in a lot in any catalogs, advertisements or documents of any kind in any medium are provided for purpose of ease of identification.  Buyer agrees and warrants that Buyer will not rely upon them as representations of fact and that Buyer assumes the risk of non-conformity.  Buyer acknowledges that Buyer has had the opportunity to inspect the Purchased Goods prior to bidding.  As a condition of Buyer’s registering for and bidding in an auction, Buyer represents and warrants that Buyer or Buyer’s qualified representative or agent shall have fully inspected the goods in a lot prior to bidding and shall have satisfied itself as to both the condition of the goods in a lot and the accuracy of their description.

(e)       If Meadoworks is selling goods for the third-party owner of the goods, Meadoworks may rely on information about goods that is provided by the third-party owner.  Meadoworks undertakes no investigation of that information, and makes no representation or warranty concerning the truth or completeness of that information.

(f)        With respect to any breach of any warranty or covenant set forth in paragraph 5(a) or (b) above, Meadoworks and/or Seller shall, in their sole discretion, either (i) cure the breach, or (ii) refund the Purchase Price, to the extent actually paid, of the Purchased Goods subsequent to Buyer’s return of the Purchased Goods, at Seller’s expense, to Meadoworks or Seller if the Purchased Goods are in Buyer’s possession.

(g)       THE REMEDIES SET FORTH IN PARAGRAPH 5(f) ABOVE SHALL BE THE BUYER’S SOLE AND EXCLUSIVE REMEDY AND MEADOWORKS’ AND SELLER’S ENTIRE LIABILITY FOR ANY BREACH OF THE WARRANTIES OR COVENANTS SET FORTH IN SECTION 5(a) OR (b) ABOVE.

6.               Additional Sale Terms.

(a)       Buyers shall pay the full amount of the Purchase Price for Purchased Goods in good funds within 48 hours of the end of the auction.  Without limiting the foregoing, Buyer’s payment of the full amount of the Purchase Price in good funds for Purchased Goods is a strict condition precedent to Buyer’s removal of Purchased Goods from the Facility.  Buyers shall pay Meadoworks the full amount of the Purchase Price by wire transfer made payable to “Meadoworks, LLC”.

(b)       Buyers claiming exemptions from payment of Taxes must provide proof satisfactory to Meadoworks of their entitlement to claim such exemption. In the absence of proof satisfactory to Meadoworks, Buyers shall pay Taxes for Purchased Goods to Meadoworks. Collection of applicable taxes will be in accordance with applicable law.  In the event that Meadoworks does not collect taxes at the time of sale, it shall not be deemed a waiver of Meadoworks’ right to collect applicable taxes, if any, from the Buyer for the Purchased Goods and Buyer shall remain liable for the payment of Taxes, if any.

(c)        In consideration of Sellers’ and Meadoworks’ obligations hereunder, and as security for Buyer’s performance of its obligations hereunder, Buyer hereby grants Meadoworks and Seller a security interest in and to all of Buyer’s right, title and interested in Purchased Goods.

(d)       Meadoworks may specify the Removal Date in print catalog and/or on the on-line auction platform, which information may be under the heading “Sale Details/Important Information,” and/or announce the Removal Date at the auction.  Buyer shall be responsible for disconnecting utilities and draining fluids from Purchased Goods, including electric, gas, waste, water lines and oil, and for removing any such materials or fluids from the Facility and the Facility grounds.  Buyers are also responsible for arranging and paying for the removal and shipment of Purchased Goods.  Buyers shall provide, and/or ensure their agent(s) performing removals on their behalf provide, upon demand, evidence of insurance policies with reliable insurance companies, providing the types of coverage and in the amounts as stipulated by Meadoworks, Sellers, or the Facility’s owner or tenant and naming Meadoworks, the Seller, and the owner and tenant of the Facility as additional insureds, but in no event shall the limit for such insurance be less than $2,000,000 per occurrence in general liability, workers compensation and automobile coverage.  Removal shall be conducted responsibly and with due care for the Facility.  Meadoworks reserves the right on any sale to require that all Buyers utilize the services of the movers/shippers/riggers listed on Meadoworks’ website and/or those listed on the auction website as “exclusive, approved” for a particular auction.  Buyer shall restore and repair all real and personal property that is altered or damaged as a result of the removal of Purchased Goods.

(e)       Risk of loss or damages to Purchased Goods shall pass to Buyer upon the earlier of (i) such time as Seller tenders delivery to Buyer or to Buyer's agent, contractor or carrier, or (ii) such time as Buyer pays the Purchase Price in full for the Purchased Goods.   Title to Purchased Goods shall be deemed to be transferred from Seller to Buyer upon Buyer’s payment of the Purchase Price in full.

(f)        It is Buyer’s responsibility to meet all governmental safety and environmental standards in removing, shipping and using Purchased Goods.  Purchased Goods might contain “hazardous substances,” as that term is defined under federal, state or local environment laws and regulations.  Meadoworks and Seller shall have no duty to remove any hazardous substances that are contained in or are a part of any Purchased Goods. Buyer agrees to defend and indemnify Meadoworks and Seller and hold them harmless from and against any claim, demand, cause of action, liability or expense (including attorneys’ fees and costs) asserted against or incurred by Meadoworks or Seller in connection with the sale, removal, shipment or use of any Purchased Goods.

(g)       Buyer acknowledges that it is Buyer’s responsibility to provide, and to require all employees to use, appropriate safety devices for Buyer’s use of the Purchased Goods, so as to protect the operator and others from harm, and to comply with all applicable government laws, rules and regulations relating to safety and environmental standards, and all industry safety and environmental standards, related to the operation of Purchased Goods.  Buyer further acknowledges and understands that the use and operation of the Purchased Goods may be inherently dangerous, and it shall be Buyer’s responsibility to provide all the means that may be necessary to effectively protect all employees and others from serious bodily injury, and to cause employees and others to use all appropriate safety devices and proper safe operating procedures.

(h)       Buyer agrees to comply with all US export control and related laws, and acknowledges that neither Meadoworks nor Seller is the exporter of any Purchased Goods. Certain items offered for sale at the auction may constitute “Restricted Technology.”   Under federal law, such items may not be shipped outside of the United States.  Neither Meadoworks nor Seller makes any representation or warranty concerning, and has conducted no investigation to determine whether, any Purchased Goods qualify as Restricted Technology.  Meadoworks and Seller reserve the right to cancel any sale at any time in the event they determine, in their sole discretion, that, the sale does or may violate applicable U.S. export control or similar laws.

7.               Limitation on Liability.  

(a)       IN NO EVENT SHALL MEADOWORKS OR SELLER BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR ENHANCED DAMAGES, LOST PROFITS OR REVENUES, OR DIMINUTION IN VALUE, ARISING OUT OF, OR RELATING TO, AND/OR IN CONNECTION WITH ANY BREACH OF THIS AGREEMENT, REGARDLESS OF (i) WHETHER SUCH DAMAGES WERE FORESEEABLE, (ii) WHETHER OR NOT SELLER WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, (iii) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED, AND (iv) THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

(b)       IN NO EVENT SHALL MEADOWORKS’ OR SELLER’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE EXCEED THE TOTAL AMOUNT ACTUALLY RECEIVED AND RETAINED BY MEADOWORKS AND/OR BY SELLER IN CONNECTION WITH THE SALE OF THE PURCHASED GOODS.

8.               Indemnity. Buyer shall defend, indemnify and hold Meadoworks, Seller and Meadoworks’ and Seller's members, officers, employees, agents, and representatives harmless from and against any and all liabilities, judgments, claims, settlements, losses, damages, penalties, obligations and expenses of whatever kind, including attorneys' fees and expenses, incurred or suffered by such person or entity arising from, by reason of, or in connection with any personal injury, death, damage to tangible property, or a claim by a third party in respect of Buyer's purchase, possession and/or use of the Purchased Goods or Buyer's breach of the Sale Terms, except to the extent caused by Meadoworks’ or Seller's sole negligence or intentional conduct..

9.               Remedies.

(a)       If Buyer fails to timely pay the Purchase Price for Purchased Goods pursuant to the Sale Terms, Meadoworks or Seller may pursue all remedies available under applicable law.  In addition, to the extent not prohibited by applicable law, Meadoworks and Seller shall have the right to resell the Purchased Goods without notice, and the defaulting Buyer shall be liable to Meadoworks or Seller for any resulting deficiency, including incidental costs incurred in rigging, shipping, storing (at a minimum rate of $2.75/sq. ft. per month) and reselling such Purchased Goods and a handling fee of five percent (5%).  The defaulting Buyer shall be liable for interest on the deficiency at the rate of 1.5% per month or 18% per annum (or at the highest allowable legal rate), and for legal fees, collection costs, and any commissions incurred in such resale.  In addition, in the event of Buyer’s payment default, to the extent not prohibited by applicable law, Meadoworks and/or Seller shall be entitled to the full amount of the Purchase Price and incidental expenses, collection costs, attorneys’ fees, and interest at the above rate, according to their respective interests.

(b)       If Buyer does not remove an item by the end of the Removal Date, Meadoworks or Seller may pursue all remedies available under applicable law.  In addition, Meadoworks or Seller may, in their sole discretion, either (i) deem the Purchased Goods to have been abandoned by Buyer and have the right to revert title to Meadoworks or Seller as a matter of law, not as a sale, and Buyer will have no further rights with respect to the Purchased Goods; or (ii) remove the purchased Goods from the Facility by arranging rigging, shipping and storage of the Purchased Goods at a secure location and charge Buyer for such expenses.  If Buyer fails to timely reimburse Meadoworks or Seller for such expenses, then Meadoworks or Seller shall have the right to proceed under subsection (i) above and recover from Buyer the expenses for rigging, shipping, and storage up to the time that Seller elects to deem the Purchased Goods to have been abandoned and have title revert to Meadoworks.

(c)        In the event Buyer fails to fully perform its obligation to pay for or remove Purchased Goods, Meadoworks reserves the right to leave feedback that may be visible to other auction companies and/or the public stating Buyer did not pay for purchased lot(s), did not remove purchased lots in accordance with these Sale Terms, and/or any relevant information as determined at Meadoworks’ sole discretion; Buyer hereby consents to such feedback.

10.             Choice of Law; Jurisdiction and Venue; Attorneys’ Fees.   Any dispute arising out of or relating to these Sale Terms, including but not limited to the interpretation of the Sale Terms and/or any and all performances thereunder, whether sounding in contract or in tort, in law or equity, shall be governed by and construed in accordance with the internal laws of the State of Illinois, without regard to conflict of laws provisions.   All Bidders, Buyers, Sellers and Meadoworks hereby irrevocably and unconditionally (a) consent to submit to the jurisdiction of the courts of the State of Illinois and of the United States of America located in Chicago, Illinois for any action, suit or proceeding arising from or relating to  the Sale Terms and/or arising from or relating to a sale of Purchased Goods hereunder (except such actions, suits or proceedings to which Meadoworks is not a party or a necessary party), whether sounding in contract or tort, in law or equity (and all Bidders, Buyers, Sellers and Meadoworks hereby irrevocably and unconditionally agree not to commence any such action, suit or proceeding except in such courts), (b) waive any objection to the laying of venue of any such action, suit or proceeding in any such courts, and (c) waive and agree not to plead or claim that any such action, suit or proceeding brought in any such court has been brought in an inconvenient venue.  In any legal action arising out of or relating to the  SaleTerms, and/or any performance thereunder, including post-judgment proceedings and appeals, if Meadoworks or Seller is the prevailing party, Bidder and/or Buyer shall be liable for Meadoworks’ and/or Seller’s reasonable attorneys’ fees and costs.

11.             Force Majeure. Neither Meadoworks nor Sellers shall be responsible for or liable for any failure or delay in their performance of their respective obligations under these Sale Terms arising out of or caused, directly or indirectly, by events or circumstances beyond their reasonable control, including, without limitation, acts of God, earthquakes, fires, floods, wars, civil or military disturbances, acts of terrorism, sabotage, strikes, epidemics, pandemics, riots, power failures, computer failure and any such circumstances beyond their reasonable control as may cause interruption, loss or malfunction of utility, transportation, computer (hardware or software), or telephone communication service, accidents, labor disputes, acts of civil or military authority, governmental actions, or inability to obtain labor, material, equipment or transportation (“Force Majeure”).  If Meadoworks or Sellers are prevented or delayed in performing their respective obligations under these Sale Terms by Force Majeure, they shall provide notice of same to the party to whom performance is due and, if reasonably possible, resume performance within a reasonable time after the end of the Force Majeure.