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Receiver’s Terms and Conditions of Sale

JPS Realty Management Co., LLC

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1.         Terms and Conditions of Sale

These Terms and Conditions of Sale relate to the Receiver’s sale by public auction of the real estate, assets, inventory, equipment, and other items owned or lawfully possessed by JPS Realty Management Co., LLC (“JPS”) and offered at public auction on or after December 3, 2014.

All persons, bidders, interested parties, registered bidders or persons intending to register, view, inspect, bid or purchase the assets at this auction sale agree that they have read and have full knowledge and understanding of these Terms and Conditions of Sale and agree to be bound by them. All persons attend this sale at their own risk. Within these Terms of Conditions and Sale, “Auctioneer” means Salvadore Auctions & Appraisals, Inc., including its officers, directors, employees, agents and assigns. The “Receiver” means Brian J. Lamoureux, Esq. the Receiver of JPS, including his attorneys, partners, officers, directors, employers, employees, agents and assigns. “Purchaser” means any bidder, whether a person or business entity of any kind.

A.        Bidder’s Identification: All bidders are required to give their full name and address.

B.        Deposit: Each Purchaser or bidder will be required to make a refundable deposit in cash, certified check or business check with a bank letter (see “Method of Payment,” below) of $100.00 for the non-real estate assets. For the real estate assets, the deposit is $5,000.00. 

C.        Time of Payment and Settlement, Title: All bills and/or invoices due must be paid in full in US Dollars at the end of the auction sale. Title shall pass after full payment has been received by the Receiver and court approval is obtained.

            However, all proposed sales are subject to acceptance by the Receiver and approval by the Rhode Island Superior Court.

The sale of the real estate is also subject to the parties entering into a mutually satisfactory Purchase and Sales Agreement for the real estate. TIME WILL BE OF THE ESSENCE.

D.        Method of Payment:    Certified check, wire transfer, business check with bank letter guaranteeing unqualified payment to the Auctioneer will be accepted for payment (see below). ALL SALES ARE FINAL, REGARDLESS OF MANNER OR METHOD OF PAYMENT. All checks, deposits, balances due shall be made payable to the order of “Salvadore Auctions & Appraisals, Inc.” or its assigns or subsidiaries. All bills and invoices must be paid to an authorized representative of the Auctioneer unless other arrangements, terms or procedures are announced. The full purchase price, including Buyer’s Premium, appropriate sales and/or use taxes on all lots sold must be paid within the time announced and fixed and before the removal of any item.

FOR BIDDERS PAYING BY COMPANY CHECK: A bank letter guaranteeing unqualified payment to Salvadore Auctions & Appraisals, Inc. must be provided on original bank letterhead. Original may be faxed to the Auctioneer (401-792-4337) but must be presented at the auction prior to obtaining a bidders number.

Example of Bank Letter on Bank Stationery:

“To Salvadore Auctions & Appraisals, Inc; XYZ Company is a customer in good standing of ABC Bank. ABC Bank will guarantee unqualified payment up to $XXX,XXX.XX for business check presented as payment for purchases made by XYZ Company at auction of JPS on or after December 3, 2014. ABC Bank guarantees funds for 90 days from December 3, 2014.” THIS LETTER MUST BE SIGNED BY A DULY AUTHORIZED BANK OFFICER. NO PERSONAL CHECKS. NO EXCEPTIONS.

E.         Buyer’s Premium: A Three Percent (3%) Buyer’s Premium will be charged and shall apply to all lots sold. Successful internet buyers shall be charged an additional 3% fee for use of the internet bidding platform. Auctioneer has not taken possession of assets being offered at auction and is acting as an agent of the Receiver only.

F.         Condition and Representation of Equipment for sale: The Auctioneer and the Receiver shall not be responsible for the accuracy or correctness of the description of the real estate or equipment. The Auctioneer and the Receiver shall not be responsible for the authenticity or defect in the real estate or equipment and make no warranty or representation of any kind whatsoever either expressed or implied in connection with the assets being sold or presented for sale. No deductions, allowances, returns, credits, or reimbursements will be allowed for any reason whatsoever. All assets are sold strictly “AS IS, WHERE IS” and without recourse or warranty of any kind, including, without limitation, the warranties of merchantability and fitness for a particular purpose. No claims may made by any purchaser that relate to the fitness, use or condition of any asset purchased or for any damages whether consequential or otherwise which relate to or arise therefrom.

G.        Bill of Sale: For non-real estate assets, the Purchaser shall be required to sign a Receiver’s Bill of Sale encompassing the terms of sale.

2.         Removal

A.        Deadline: All purchases must be removed by the time established by the Receiver and agreeable to the successful bidder. No assets shall be removed during the sale. Unless agreed to in writing by the Receiver and the Purchaser, Receiver shall not assist in the movement, loading, removal or relocation of any asset. Removal shall be at the soleexpense, risk, liability and responsibility of the purchaser. Auctioneer shall not be responsible under any circumstances for any assets not removed within the time allowed. Auctioneer shall not be responsible for loss resulting from storage on or at auction site after conclusion of auction sale. Upon drop of the hammer, the security (and risk of loss) of the merchandise is the responsibility of the purchaser.

B.        Failure to Remove: Failure to remove any asset within the time established by the Receiver shall be deemed to be abandonment of such asset and the Receiver shall be entitled to dispose of such asset for its own account and in any manner it chooses, unless otherwise agreed to in a writing signed by the Receiver and the Purchaser.  If applicable, any rigger, mover, crane operator, person or entity engaging in the removal, dismantling or transportation of any lot from this site forhire shall present a valid insurance certificate demonstrating coverage of US $2,000.000.00 to the Receiver prior to commencement of any work on the premises. Auctioneer will cease to have supervision of theproperty after the auction.

3.         Indemnification: The undersigned agrees to hold the Auctioneer and the Receiver harmless from and against all liabilities, claims, damages, or actions relating to or arising from the auction, the condition or use of the asset purchased, or from the failure of the purchaser or user to conform to or follow instructions, warnings, operating or other recommendations of the manufacturer, or failure to comply with state, federal or local law(s) applicable to such articles, lots or items, or from any damages whether consequential or otherwise, and any and all costs or legal expenses arising from any liability, claim or action.

4.         Sale by estimated weight, count or measure: Any asset that is sold by estimated weight, count or measure is sold “AS IS” “WHERE IS” and no count is guaranteed or warranted as fact. No deductions or allowances will be allowed.

5.         Non-Delivery: Auctioneer and Receiver shall not be responsible to any party for non-delivery.

6.         Risk assumed by persons, Bidders and Purchasers: All persons, whether purchasers, attendees, or interested parties attending the sale or the inspection assume all risks of damage or loss to person and property and release the Auctioneer and the Receiver from any and all liability therefor. The Auctioneer and the Receiver shall not be liable for any defect in or condition of the premises. All persons attending this sale do so at their own risk and hereby release the Auctioneer and the Receiver from any and all claims arising from attendance at this auction and hereby hold harmless the Auctioneer and the Receiver from all damages, costs, expenses and claims arising from any action or cause of action arising from this sale.

Receiver and Auctioneer make no representation or warranty regarding the accuracy of any list, data, report, analysis or other information regarding the type, kind, quality, number and condition of any of the assets offered for sale (“Information”). The Information is provided solely and exclusively for informational purposes, and not for reliance. Bidders and purchasers are free to make their own inspection and determinations regarding the assets. By participating in the auction, Bidders and Purchasers agree that they have performed their own adequate due diligence and have not relied upon the Information or any other oral or written statements made by the Receiver and/or the Auctioneer regarding the assets.

7.         Addition to/Withdrawal from sale:The Auctioneer and Receiver reserve the right to add or withdraw items, articles or lots from the sale whether listed or not, and reserves the right to group, split, combine or divide lots in to larger or smaller lots wherever the best interest of the Receiver is served. Such decision shall not be subject to question or challenge by any person, Bidder or Purchaser.

8.         Disputes Between Bidders:The Auctioneer reserves the right to put up for resale or decide winner should a dispute among bidders arise. The Auctioneer’s decision shall be absolute and final and not subject to any challenge whatsoever.

9.         Items With Reserve or Sold Subject to Owner Confirmation: On any asset for which there is a reserve, the Auctioneer reserves the right to bid on the behalf of the Receiver. Auctioneer or the Receiver shall have the right to reject any and all bids without explanation. The assets sold subject to Receiver confirmation and court approval shall be deemed sold upon entry of a final non-appealable order of the Rhode Island Superior Court confirming the sale, and not by the cry of sold or any other gesture by the Auctioneer.

10.       Records/Agency: The record kept by the Auctioneer or clerk shall be final in the event of dispute. The Auctioneer is acting as agent only and is in no way responsible for the actions or acts of its principal.

11.       Default of Payment: Should Purchaser default on payment for any reason or fail to pay bills in full within the time announced and specified, Auctioneer and Receiver shall be entitled to, and in addition other remedies or law, retain all monies received as deposit, partial payment or otherwise as liquidated damages. Any asset not removed within the fixed time allowed may be resold at a future sale whether public or private without further notice. All expense including attorneys’ fees, balances due, charges of resale, will be charges to and be the responsibility of the undersigned.

12.       Additional Broker’s Terms and Conditions: See Exhibit A

13.       Additional Terms and Conditions: Auctioneer may add additional terms and conditions to the sale. Such terms shall take precedence of any contrary term herein.