(5) CAT40 Toolholders

THIS IS A LEGAL AGREEMENT BETWEEN THE BUSINESS ENTITY FOR WHICH YOU ARE AUTHORIZED TO ACT ("Company" or “Member”) AND RESELL-CNC, LLC D/B/A RESELL CNC AUCTIONS ("Resell") AND THE INDIVIDUAL THAT ACCEPTS THIS AGREEMENT WARRANTS THAT THEY ARE AUTHORIZED TO ACT ON BEHALF OF THE COMPANY. BY REGISTERING FOR ANY EVENT YOU ACKNOWLEDGE THAT YOU HAVE READ AND AGREE TO ANY AND ALL TERMS AND CONDITIONS OF THE SALE, SALES TAX RULES FOR THAT PARTICULAR EVENT AND REMOVAL TERMS. Set forth below are the terms and conditions (the "Terms") that shall apply to any purchase by any party ( the "Buyer”, “Purchaser”, ”Bidder” or “Member") either directly from Resell or in a transaction ( the "Transaction") in which Resell serves as broker, agent, liquidator or sales representative for any third party owner (the “Seller”). The Terms apply to all Transactions, including without limitation, public online auctions (an “Event”) conducted by Resell and direct purchases by Buyer of any asset (an “Asset” or “Lot”) either before, after or independent of any Event. By registering for any Event conducted by Resell you (the “Services”) you agree you have read and understand the Terms stated herein and are bound to these Terms. If you do not understand any or all the Terms herein please contact Resell at (844) 478-8181 for further assistance. You may not use or access any Services if you do not agree to the Terms stated herein.

1. Any asset or lot in an Event may be offered with minimum reserve pricing and/or subject to Seller’s right of confirmation. Resell reserves the right to reject any bid that is not commensurate with the value of the item being offered or that Resell believes was made illegally or in bad faith. Further, Resell, may bid on any Lot in any Event for its own account or on behalf of a third party, or on behalf of any minimums or reserves. In the event of a dispute among Bidders, Resell may, in its sole discretion, either accept what it deems to be the final bid or solicit further bids on the item in dispute. All sales are final. No returns or refunds will be permitted, unless authorized by the Resell or seller in writing.

2. All Assets are sold on an "AS IS - WHERE IS", WITH ALL FAULTS” (whether known or unknown) basis. NEITHER RESELL NOR SELLER MAKE ANY REPRESENTATIONS OR WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, WRITTEN OR ORAL, WITH RESPECT TO THE ASSETS, INCLUDING MAKING NO WARRANTY (AND EXPRESSLY DISCLAIMING ANY WARRANTIES) THAT THE ASSETS WILL BE MERCHANTABLE OR FIT FOR A PARTICULAR PURPOSE . Neither Resell nor the Seller makes any warranties or representations of any kind or nature with respect to the Assets or their value, and in no event shall they be responsible for correctness of description, genuineness, completeness, or condition. No statement (oral or written) in the catalog, in the Lot description, or elsewhere shall be deemed such a warranty or representation, or any assumption of responsibility. Prospective Purchasers are urged to inspect the Lot(s) for detailed information regarding any Lot. Indemnity. (a) 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 Assets, 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 the Assets. Buyer further acknowledges and understands that the use and operation of the Assets 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.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING,RESELL AND SELLER EXPRESSLY DISCLAIM ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT

3. Upon approval of registration, Resell grants to the Buyer the right to participate in an Event. Such right is granted at the Resell’s sole discretion and may be revoked at any time. The party whose information was provided at the time of registration is responsible for all purchases under that Member. Resell reserves the right to refuse any Company from participating in any given Event.

4. Resell relies on information provided by the Seller about Assets in an Event. Resell undertakes no investigation of that information, and makes no representation or warranty concerning the truth or completeness of that information. Photographs and videos are provided solely for the Bidders' convenience and shall not be construed to create representations or warranties of any kind pertaining to the Assets. Buyer acknowledges that they have had the opportunity to inspect all Assets prior to tendering their bid and waives any and all claims against Resell and/or Seller relating to Asset photographs or descriptions.

5. In the event of any dispute concerning the winning bid price for an Asset, the record kept by Resell shall control. No Buyer may retract their bid.

6. An eighteen percent (18%) buyer’s premium will be added to the winning bid price for each Lot or Asset. The winning bid price, together with the buyer’s premium, any collected prepping, rigging, package or shipping fees, and any applicable taxes shall constitute the purchase price (the “Purchase Price”)

7. Taxes arising on a sale, including applicable state and county sales taxes, shall be paid to the Resell at the time of sale. Purchasers claiming exemptions from taxes must provide proof satisfactory to the Resell of their entitlement to claim such exemption. In the absence of proof satisfactory to the Resell, taxes shall be paid by the Purchaser. Assessment of applicable taxes will be in accordance with the laws of the jurisdiction in which the purchased Asset is located. In the event that Resell does not collect taxes at the time of sale, it shall not be deemed a waiver of Resell's right to collect applicable taxes, if any, from the Buyer for the purchased Asset(s) and Buyer shall remain liable for the payment of applicable taxes, if any.

8. Full payment of the purchase price is due at the earlier of (i) 48 hours after the bidder has received an invoice, or (ii) the payment due date as listed in the terms and conditions of the Event. Without limiting the foregoing, full payment of the purchase price is due prior to removal of any purchased Assets. In the event that Seller does not pay the entire Purchase Price by the payment due date, Resell and the Seller reserve the right to resell such Assets without notice, and the defaulting Purchaser shall be liable to Resell and Seller for any resulting deficiency, including costs incurred in storing and reselling such Assets. In the event of such resale, the defaulting Purchaser shall be liable to Resell and Seller for any resulting deficiency, including costs incurred in storing and reselling the Assets in question, including but not limited to interest rate (a minimum of 5.0% per month), legal fees, moving costs and storage fees (a minimum rate of $5.00/sq. ft. per month) and any commissions incurred in such resale.

9. If Buyer is financing their purchase and payment in full will occur outside of the Invoice due date a 25% deposit toward the purchase price may be required following the successful bid. If a Buyer fails to make a timely deposit or fails to pay their invoice in full by the due date, Resell and the Seller may resell the Assets in question without notice. In the event that a bidder fails to pay the entire Purchase Price within the time specified by Resell or otherwise fails to comply with these Terms, Resell and the Seller will retain the deposit as liquidated damages without notice. 

10. Buyer must bid only on those Assets they are prepared to pay for and remove in accordance with the terms and conditions of the sale. All items awarded to Buyer are contractually theirs and must be paid for by the final payment date and removed by the final removal date as set forth in the notice to buyers. IN THE EVENT BUYER FAILS TO PERFORM CONTRACTUAL OBLIGATIONS (PAYMENT AND REMOVAL) AS SPECIFIED, THE FOLLOWING ACTION APPLIES: BUYER WILL AUTOMATICALLY BE PLACED IN DEFAULT. THIS IS YOUR OFFICIAL NOTICE OF DEFAULT. Upon default, the Buyer shall lose all right, title, and interest which he/she might otherwise have acquired in and to such property as to which default has occur.

11. Resell reserves the right to refuse any Purchaser, Buyer or Bidder the privilege of bidding at an Event, or engaging in a Transaction with Resell. Resell, in its sole discretion, reserves the right to refuse the bid of any person without providing any notice or reason therefore. Resell reserves the right to deny the usage and access by any person or third party of any and all Resell Services without notification.

12. Resell accepts the following methods of payment: cash, credit and/or debit cards on invoices under $1,500, and ACH/  wire transfer made payable to Resell. Resell reserves the right to limit acceptable payment types for each Event.

13. Resell may, in its discretion, offer the Assets for sale by the piece or by the lot. In addition, Resell may augment an auction with Assets from various Sellers. These Assets may be interspersed throughout the auction. Resell and/or Seller has the right to remove Assets from the auction either before or after bidding has completed. In the event of a removal after bidding has been completed, the Purchaser’s sole remedy shall be the refund of any Purchase Price paid.

14. If Resell is acting as a broker of Assets, it is understood and agreed that Resell shall be entitled to terminate the Agreement upon written notice to Buyer if for any reason the Assets become unavailable for sale to Buyer.

15. By participating in an Event or Transaction with the Resell, each Buyer represents, warrants and covenants that (i) it shall not misrepresent its ability to close the transaction pursuant to the terms and conditions of sale, (ii) it has the capacity to close the transaction, (iii) it has actual authority to enter a bid, and to enter into an agreement to purchase the item, and (iv) any bid it makes on an item constitutes an irrevocable offer to buy the item for the full amount of the bid.

16. Neither Resell nor Seller shall be liable for any damages of any type or nature (whether in contract, tort or otherwise) sustained or claimed by any Buyer or any other person or entity in connection with any Transaction or Event. Without limiting the foregoing, in no event shall Resell’s liability to any Buyer for any act or omission occurring in connection with an Event exceed the amount that such Buyer has actually paid to Resell as a deposit or as payment for a purchased Asset.

17. Resell will announce the removal, or "check-out" to Buyers. Neither Resell nor Seller shall have any responsibility to disconnect utilities or drain fluids to the sold Asset, including electric, gas, waste, water lines and oil. It is the Buyer's sole responsibility to arrange and pay for the removal and shipment of purchased items. Also, it is the Buyer's responsibility to 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 Resell or Seller, but in no event shall 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 Seller's premises. Resell reserves the right on any sale to require that all Buyers utilize the services of the movers/shippers/riggers to those listed on Event and/or those listed on the sale website as “exclusive, approved” for a particular Event or Transaction. The Buyer shall restore and repair all real and personal property that is altered or damaged as a result of the removal of purchased items. If the Buyer does not remove an item within the announced check-out period, Resell and the Seller may, in their sole discretion, deem the item to have been abandoned by the buyer and the buyer will have no further rights with respect to the item. Notwithstanding the foregoing, Resell and the Seller reserve the right to charge the buyer for the costs of storage beyond the check-out period. Where Resell assists in arranging rigging and/or transportation and/or pre-collects prepping, rigging, or shipping expenses, Resell acts as an agent for Buyer for rigging and transportation purposes only. Resell shall not be responsible for damages from rigging or shipping.

18. Buyer acknowledges that an Event’s site or the Seller’s site is a potentially dangerous place. Flammable, noxious, corrosive and pressurized substances may be present. Heavy equipment may be operated, and electrical circuits may be live. Every person enters such site 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. Buyer shall so advise their agents and employees. No person shall have any claim against Resell, the Seller or their respective agents or employees for any injuries sustained or for damages to or loss of property that may occur at such site, including loss of life.

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

20. Buyer agrees to comply with all U.S. export controls and related laws, and acknowledges that Resell is not the exporter of any purchased item. 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. Resell makes no representation or warranty concerning, and has conducted no investigation to ascertain which items, if any, constitute Restricted Technology. Resell and Seller reserves the right to cancel any sale at any time in the event it determines, in its sole discretion, that, the sale does or may violate applicable U.S. export control or similar laws. Restricted items that are controlled by the U.S. Government and authorized for export only to the country of ultimate destination for use by the ultimate consignee or end-user(s) may not be resold, transferred, or otherwise disposed of, to any other country or to any person other than the authorized ultimate consignee or end-user(s), either in their original form or after being incorporated into other items, without first obtaining approval from the U.S. government or as otherwise authorized by U.S. law and regulations.

21. Resell reserves the right to withdraw or sell any Assets contained in an Event prior to or proceeding the stated Event period without notification. Resell reserves the right to temporarily or permanently end an Event prior to or during the stated Event period at is sole discretion without notification. Resell, in its sole discretion, reserves the right to extend the stated Event period without notification.Resell shall not be liable if for any reason the websites are unavailable at any time or for any period. Access to the websites may be suspended temporarily and without notice in the case of system failure, or repair or for reasons beyond Resell’s control. Resell reserves the right to relist or adjust bidding periods on any Event due to system malfunction.

22. By completing an "Absentee (Proxy) Bidder Form," Buyers may appoint Resell to be an agent and proxy for the sole purpose of purchasing the Assets listed when the Buyer cannot bid on the day of the sale. ALL BIDS ARE FINAL AND BINDING and DO NOT include any applicable prepping, rigging or shipping costs, buyer’s premiums, and sales taxes. Resell will bid up to the specified maximum bid amount to win the Asset. Proxy bidders will be notified only if they have been declared the high bid. Notification will take place in the form of an electronic invoice which will be sent to the email address provided during registration.

23. Risk of loss shall pass to Buyer upon the earlier of (a) Buyer’s payment of a deposit for purchase of the Asset, if any, or (b) Buyer’s payment in full of the purchase price; but title shall pass to Buyer only upon payment in full of the Purchase Price. Resell shall have no liability to the Purchaser arising from any loss, including without limitation, any damages for loss of profits, travel time, expenses, or lost time.

24. If Resell is selling any Assets on behalf of a third party owner, Resell shall act as an agent only and shall have no liability whatsoever for the acts of any owner, principal, or Seller.

25. Buyer agrees they will defend, indemnify and hold harmless Resell, including its affiliates, directors, officers, employees, agents, shareholders, co-branders, or partners, from and against any and all claim, loss, damage, liabilities, judgments, fees and expenses incurred by Resell, including its affiliates, directors, officers, employees, agents, shareholders, co-branders, or partners, through the use of Resells services and websites.

26. Any dispute arising out of or relating to Buyer’s purchase of an Asset either directly from the Resell or in a Transaction in which Resell serves as broker, agent, liquidator or sales representative for any Seller, including but not limited to the interpretation and/or performance of these Terms, whether sounding in contract or in tort, in law or equity, shall be governed and construed in accordance with the laws of the State of Florida, without regard to conflicts of laws principles. The parties hereby irrevocably and unconditionally (a) consent to submit to the jurisdiction of the courts of the State of Florida and of the United States of America located in Orange County, Florida for any action, suit or proceeding arising from or relating to Buyer’s purchase of an Asset either directly from the Resell or in a Transaction in which Resell serves as broker, agent, liquidator or sales representative for any Seller, whether sounding in contract or in tort, in law or equity (and the parties 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 forum.

27. In any legal action arising from or relating to this Agreement, including post-judgement proceedings and appeals, if Resell is the prevailing party, Company shall be liable for Resell's reasonable attorneys' fees and costs.

28. The Services are available only to a Company whose authorized representative completes the registration form.

29. Resell may change this Agreement from time to time. The amended Agreement will become effective upon posting. Company's continued use of the Services after the amended Agreement has been posted constitutes Company's agreement to be bound by the amended Agreement. This Agreement may not otherwise be amended, except in writing signed by both parties.

30. Bidder acknowledges he has received, read, and understands these Terms and Conditions and agrees to comply with and be bound by such.