Stahl Folder, Mode: TF-56/44-FE.2, SN: 38147-160042: (8) Fold Unit, Model: 2.TF 56/4KC.2: Delivery

AUCTION TERMS AND CONDITIONS

Please read the below terms and conditions (collectively sometimes referred to as “Terms”) carefully.  Do not place a bid unless you are prepared to purchase the item.  By bidding, you are making an offer to purchase the item and you agree to all terms and conditions of this auction as set forth below.  All sales are final.  There are no refunds, returns or exchanges for any reason.

1. Auction Overview.  This is a Uniform Commercial Code (UCC) Secured Party Public Auction pursuant to Connecticut General Statutes Section 42a-9-601 et seq.  The auction is being conducted by Hamilton Group, LLC (“Hamilton Group”).  Hamilton Group is the selling agent for Flagpole Holdings, LLC (“Seller”).  Seller for itself and for and on behalf of Preferred Printing Co., Inc. (“Debtor”) is selling the Debtor’s interest in the property being auctioned (collectively “Items”).  Seller provided a UCC notification of disposition by public sale for the Items by letter dated April 24, 2020.  The Items are located at 140 Corporate Drive, Trumbull, Connecticut (“Premises”). 
2. Date, Time and Place of Auction, Other.  Beginning May 13, 2020 at 10:00 a.m. eastern standard time and ending on May 27, 2020 at 2:00 p.m. eastern standard time, conducted electronically at the internet web address https://www.bidspotter.com/en-us/auction-catalogues/timed/hamilton-group/catalogue-id-bsctheh10135.

1. Staggered Lot Closing Times.  Lots have staggered closing times in thirty (30) second intervals.

1. Auto Extend Bidding.  If a bid is submitted with less than five (5) minutes remaining, the closing time for that lot will be extended by five (5) minutes until no further bids are placed.

1. Right to Make Changes.  Hamilton Group reserves the right at any time and for any reason to make any changes to the auction, including without limitation, to postpone, end or alter the duration of the auction, set reserve prices, and add, group, re-catalog, and withdraw auction items.
2.  Registration.  You (sometimes referred to “Bidder” or “Buyer”) must register prior to bidding.  To do so, you must provide your name, company name, address, telephone number, facsimile number, email address, and a valid credit or debit card through Bidspotter.com.  Hamilton Group reserves the right to deny registration or auction participation and may do so at any time.  No deposit is required for this auction.

1. Bidding.  Do not place a bid unless you are prepared to purchase the item.  By bidding, you are making an offer to purchase the item and you agree to all terms and conditions of this auction as set forth herein.  Hamilton Group reserves the right to reject a bid or deny auction participation and may do so at any time.   All bids are in United States dollars. 

1. How to Bid.  You are provided a bid number upon registering.  Your bid number is not transferrable.  To place a bid, you must use your bid number.  You are responsible for confirming the accuracy of your bids.  All bids are made at https://www.bidspotter.com/en-us/auction-catalogues/timed/hamilton-group/catalogue-id-bsctheh10135.  Seller and Hamilton Group are not liable for any issues with the submission of bids.

1. Buyer Due Diligence.  You are to rely entirely upon your own due diligence as to all aspects of the items for sale (including without limitation, condition, value, use, title, liens, quality, dimension, removal process, etc.) and are recommended to research and physically inspect all items prior to bidding. 

1. Charge of Credit or Debit Card.  If you are the winning bidder for an item, you expressly authorize Hamilton Group to charge your credit or debit card for payment of the item should you fail to make payment in full by June 2, 2020, 3:00 pm eastern standard time.

1.  Right to Resell Items if Dispute.  If there is a dispute as to who is the winning bidder, Hamilton Group reserves the right to resell the item. 

1. Payment for Purchased Items.  If you are the winning bidder for an item, the following terms and conditions apply to payment. 

1. Date Payment Due in Full.  All items must be paid in full by no later than June 2, 2020, 3:00 pm eastern standard time.

1. All Sales are Final.  All sales are final.  There are no refunds, returns or exchanges for any reason.

1. c.      Payment Type Accepted.  Cash, Cashier Check, Wire Transfer, Credit Card up to $2,500 (Visa, MasterCard, American Express & Discover accepted) charged onsite and in-person only (credit card payment over the phone is not accepted), Check with a bank letter of guarantee to HG (for example: Mr. “Customer Name” representing “Company Name” is a customer of this bank.  This bank will guarantee unqualified payment to Hamilton Group, LLC on the account listed herein up to the amount of $_______.  This letter is good until (insert expiration date 45 days from end of auction date)).

1. Buyer's Premium. This auction has a fifteen percent (15%) buyer’s premium.  This means that if you are the winning bidder for an item, you are charged an additional 15% of the hammer price (winning auction bid).

1. Taxes.  You are responsible for paying all applicable sales, use or other taxes.  Taxes and the Buyer’s Premium are in addition to the hammer price (winning bid at auction).  

1.                                                  i.           Exemption.  Buyers who purchase for resale must fax or email to Hamilton Group documentation to prove their exemption status, including but not limited to their resale permit and a completed and signed resale certificate form, without which all applicable taxes will be charged by Hamilton Group.  Buyers purchasing from out-of-state are required to provide a Bill of Lading proving that the purchased items are being transported directly out-of-state by a common carrier.  Sales/use taxes will be refunded in full to Buyers who prove their qualified exemptions as described above at the time documentation deemed acceptable by Hamilton Group is received by Hamilton Group, provided such information is submitted within seven (7) days of the auction closing.  Hamilton Group reserves the right to reject any claim for sales tax exemption that it believes to be insufficient to satisfy the scrutiny of the applicable taxing authority.  Buyer’s obligation to make payment in full for all items purchased is not contingent upon or subject to any determination by Hamilton Group regarding Buyer’s sales/use tax exemption status. 

1. Failure to Make Payment.  Should you fail to make payment in full for an item by June 2, 2020, 3:00 pm eastern standard time, you authorize Hamilton Group to charge your credit or debit card for payment of the item.  In addition, Hamilton Group (i) may at your expense resell or dispose of the item without further notice to you, (ii) you shall be liable for any difference between your winning bid at auction for the item and the resale price for the item, and (iii) you shall be deemed to have granted Hamilton Group a security interest in the item as collateral for your obligations to Hamilton Group.

1. Removal of Purchased Items.  The following terms and conditions apply to the removal of items of which you are the winner bidder.  

1. Conditions for Removal.  Prior to removal, items must be paid for in full and an invoice must be presented at the time of pickup. 

1. Date Items Must be Removed.  By no later than June 10, 2020, 4:00 pm eastern standard time all items must be fully removed from the Premises (140 Corporate Drive, Trumbull, CT). 

1. Buyer Responsible to Remove Items.  You are solely responsible and liable for all aspects of removing purchased items, including without limitation (i) all expenses to remove items including without limitation all materials, equipment, labor, third party expenses, trucks, rigging, shipping, all other, (ii) all risk in removing purchased items, and you are strongly encouraged to obtain insurance for your purchased items prior to removal, (iii) all third parties who you use to remove your items, (iv) all damages caused by, during or as a result your removal of items including to the Premises without limitation, (v) removing all items in compliance with all applicable laws, regulations or ordinances.  Once an item has been removed (i) no reimbursements, offsets or other allowances of any kind will be made, and (ii) you assume full risk and responsibility for the item.

1. Seller and Hamilton Group.  Seller and Hamilton Group have no obligation to assist in the removal of items beyond providing access to the Premises.  Should Seller or Hamilton Group provide assistance in the removal of items (whether materials, services, third party recommendation, any other), it is purely as a courtesy and Seller and Hamilton Group shall have no liability under any circumstances to any party for any claims whatsoever, including without limitation, claims for damages to purchased items.  Hamilton Group reserves the right to prohibit or stop the removal of any item which it determines in its sole discretion is not being removed in a professional, safe or reasonable manner.

1. Failure to Remove Purchased Items.  In the event you fail to remove a purchased item by the above referenced date, you shall lose all right, title, interest and claim to the item without additional notice to you, all of which is deemed abandoned by you.  In addition, Seller and Hamilton Group (i) may at your expense resell or dispose of the item without further notice to you, (ii) you shall be liable for any difference between your winning bid at auction for the item and the resale price for the item, and (iii) you shall be deemed to have granted Seller and Hamilton Group a security interest in the item as collateral for your obligations to Seller and Hamilton Group.

7.         Right to Cancel.  Until items are removed from the Premises, Hamilton Group reserves the right to cancel or void the sale of any item.  Neither Seller nor Hamilton Group shall have any liability beyond the return of any payment for the canceled or voided sale item.  No claim of any kind for purchased items shall exceed the purchase price paid by Buyer. 

8.         Representations.  Seller and Hamilton Group disclaim the accuracy of item descriptions and photos.  Item descriptions and photos are offered as a guide only.  In some instances, a photo of like product may be used to represent several different lots.  Photos may also capture nearby items not listed as part of the lot.  Seller and Hamilton Group are not liable for any errors in item descriptions and photos.  

9.         No Warranties.  SHOULD THERE BE A CONFLICT BETWEEN THE TERMS AND CONDITIONS IN THIS PARAGRAPH AND THE TERMS AND CONDITIONS ELSEWHERE, THE TERMS AN CONDITIONS IN THIS PARAGRAPH SHALL CONTROL. 

All items are sold “AS IS” and “WHERE IS” and ‘WITH ALL FAULTS” and Seller and Hamilton Group makes no representations, warranties or endorsements as to any matters whatsoever of any kind, express or implied, oral or written, including but not limited to any matters relating to title (including without limitation, ownership, liens, claims of others, etc.), condition, design, dimensions, performance, nonperformance, quality, quantity, model, specification, completeness, operation, accuracy, faults, value, merchantability, non-infringement, fitness for a particular purpose, possession, compliance with the requirements of any laws, rules, specifications or contracts pertaining thereto, patent, trademark, copyright infringement, latent defects, use, quiet enjoyment or the like in this disposition, and Seller and Hamilton Group hereby expressly disclaims any such representations, warranties or endorsements to the maximum extent permitted by applicable law.  Seller and Hamilton Group hereby expressly disclaims any and all warranties, express or implied, including the warranty of merchantability and fitness for a particular purpose or any other fact or matter.  Seller and Hamilton Group have not undertaken any independent investigation (nor does Seller and Hamilton Group intend to do so) and Seller and Hamilton Group disclaims any liability as a result of or obligation to do so, to determine if there is any pending, threatened or potential inquiry, claim, investigation, litigation, proceeding or decree by any federal, state or local authority, or administrative agency, or any private party against or relating to the Items, or if the Items infringe any third party's property rights.  SELLER AND HAMILTON GROUP SHALL HAVE NO LIABILITY TO BUYERS OR ANY PERSONS WHOMSOEVER (INCLUDING LESSEES OR PURCHASERS OF ALL OR ANY OF THE ITEMS) FOR ANY CLAIMS, LOSSES, DAMAGES OR EXPENSES (INCLUDING ATTORNEYS FEES) OF ANY KIND OR NATURE, WHETHER SPECIAL, CONSEQUENTIAL, ECONOMIC OR OTHERWISE, CAUSED OR ALLEGED TO BE CAUSED DIRECTLY, INDIRECTLY, INCIDENTALLY, OR CONSEQUENTIALLY BY THE ITEMS OR ANY PART THEREOF OR PRODUCTS THEREFROM.  Buyers acknowledge that Seller and Hamilton Group have made no representation or warranty concerning the Items. BUYERS PURCHASE THE ASSETS “AS IS” WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND.

            10.       Export.  Buyer is responsible to obtain proper licenses, where required for the export of any items that are considered controlled commodities and which are restricted from export outside of the United States without proper export licenses. Buyer further agrees to fully comply with all applicable export control laws, regulations, rules, and orders of the United States and all other applicable jurisdictions, and will not export, re-export, release, or transfer (collectively "export"), directly or indirectly, any Equipment, or enter into any transactions, for any proscribed end-use, or to or with any proscribed country, entity, or person (wherever located), including but not limited to those entities and persons listed on the U.S. Government's Denied Persons List, Unverified List, Entity List, Debarred Parties List or Specially Designated Nationals List, without first obtaining at its own expense written authorization from the U.S. Government.  Hamilton Group will have 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. 

11.       Premises.  The Premises (auction site) is potentially a dangerous place.  All persons (Buyer, its agents, other) who enter the Premises do so at their own risk.  No persons shall have any claim against Seller or Hamilton Group for any injuries, damages, or losses sustained at the Premises. 

12.       Limits of Liability.  In no event shall Seller or Hamilton Group’s liability exceed the purchase price actually paid for an individual item or lot.  All claims shall be collectively limited to the amount paid for the merchandise, and shall not extend to any obligation, risk, liability, right, claim, remedy for loss of use, revenue or profit, liability of Buyer to any third party, personal injury, or any other direct, indirect, incidental or consequential damages.  Buyer acknowledges that each item it purchases at the sale represents a separate transaction, and that no one transaction shall be conditioned upon another transaction.  Buyer hereby holds Seller and Hamilton Group harmless from: (1) acts or omissions of any party who provided items to Hamilton Group for sale, (2) acts or omissions of the owner or lessor of the Premises or where the items are stored, (3) any claims Buyer may have against Seller, Hamilton Group or any former owner of the items being sold, (4) Buyer’s failure to properly inspect items and/or fulfill its obligations per these Terms as indicated within this document or as announced by Hamilton Group at the time of sale.

13.       Assignment of Rights.  Buyer acknowledges that its breach of these Terms may result in damages to the Seller or Hamilton Group (“Damaged Party”).  Buyer hereby authorizes Hamilton Group to assign Hamilton Group’s rights to any Damaged Party, so that the Damaged Party may pursue Buyer directly to recover losses incurred.  

            14.       Indemnification.  Buyer shall indemnify, hold harmless and defend Seller and Hamilton Group from and against any and all losses, damages, liabilities and claims, including attorney fees, costs and expenses arising out of based upon or resulting from: (1) failure to secure all safety equipment and to meet all applicable government safety standards in removing items purchased or used by Buyer, (2) failure to comply with safety instructions issued to Buyer from Hamilton Group, (3) any act or omission of Hamilton Group or Seller or their respective agents, representatives or employees, relating to or affecting the items bid on or purchased by Buyer, (4) the claim of any third party claiming or challenging title to any items purchased by Buyer or claiming infringement of any proprietary interest, (5) the claim of any person resulting from Seller or Hamilton Group offering for sale or selling the items purchased by Buyer, (6) any injury to Buyer or any other person or property of any type whatsoever caused during the inspection, dismantling, removing or transporting of items purchased by Buyer.

 15.      Miscellaneous.

 a.  Captions.  Section captions used in these Terms are for convenience only, and do not affect the construction of these Terms.

b.   Severability.  If any provision of these Terms shall for any reason be held to be invalid or unenforceable, such invalidity or unenforceability shall not affect any other provision of these Terms, but these Terms shall be construed as if such invalid or unenforceable provision had never been contained in these Terms.

c.   Governing Law.  these Terms shall be governed by and interpreted in accordance with the laws of the State of Connecticut without reference to conflicts of law principles.

d.   WAIVER OF TRIAL BY JURY.  YOU, SELLER AND HAMILTON GROUP EXPRESSLY WAIVE ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION, CAUSE OF ACTION, OR PROCEEDING ARISING UNDER OR WITH RESPECT TO THESE TERMS, OR IN ANY WAY CONNECTED WITH, OR RELATED TO, OR INCIDENTAL TO, THE DEALINGS OF THE PARTIES HERETO WITH RESPECT TO THESE TERMS OR THE TRANSACTIONS RELATED HERETO OR THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND IRRESPECTIVE OF WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE. YOU, SELLER AND HAMILTON GROUP HEREBY AGREE THAT ANY SUCH CLAIM, DEMAND, ACTION, CAUSE OF ACTION, OR PROCEEDING SHALL BE DECIDED BY A COURT TRIAL WITHOUT A JURY AND THAT ANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE OTHER PARTY OR PARTIES HERETO TO WAIVER OF ITS OR THEIR RIGHT TO TRIAL BY JURY.

e.   SUBMISSION TO JURISDICTION; SELECTION OF FORUM. YOU, SELLER AND HAMILTON GROUP (A) AGREE THAT IT SHALL BRING ANY ACTION OR PROCEEDING IN RESPECT OF ANY CLAIM ARISING OUT OF OR RELATED TO THESE TERMS OR THE TRANSACTIONS CONTAINED IN OR CONTEMPLATED BY THIS AGREEMENT, WHETHER IN TORT OR CONTRACT OR AT LAW OR IN EQUITY, EXCLUSIVELY IN (I) THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF CONNECTICUT OR, (II) IN AN APPROPRIATE STATE COURT LOCATED IN CONNECTICUT AND (B) IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF CONNECTICUT, (C) WAIVES, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION TO LAYING VENUE IN ANY SUCH ACTION OR PROCEEDING IN CONNECTICUT, AND (D) WAIVES ANY ARGUMENT THAT CONNECTICUT IS AN INCONVENIENT FORUM OR DOES NOT HAVE JURISDICTION OVER ANY PARTY THERETO.

ANY ADDITIONAL PROVISIONS OR AMENDMENTS TO THE ABOVE LISTED TERMS WILL BE POSTED TO THE ON-LINE SALE WEB PAGE BY HAMILTON GROUP PRIOR TO THE CLOSE OF BIDDING.