These Bidder Terms and Conditions (“Terms”) govern the auction sale of assets from [Prospect Foundry, LLC ] (“Seller”) in [Minneapolis, MN] on [July 9, 2025] (“Auction”), conducted by HYPERAMS, LLC (“Auctioneer”) as an online and/or in-person auction acting as agent for the Seller. Bidding constitutes unconditional agreement to these Terms, binding Bidders, Buyers, and their successors or assignees. Auctioneer may modify these Terms at any time before bid acceptance without notice. Buyers guarantee prompt payment via approved methods. No items may be removed until full payment is received and funds have cleared. A Bidder becomes a “Buyer” upon Auctioneer’s acceptance of their bid, confirmed by invoice issuance, constituting a final sale. All sales are final with no returns, refunds, or credit card chargebacks permitted. These Terms, together with any sale-specific terms published at www.hyperams.com/auctions, govern the Auction. Sale-specific terms prevail in case of conflict.

1. Bidder Registration

   Bidders must register and provide identifying and financial information as required by Auctioneer. Auctioneer may reject or revoke registration or bidding privileges for any reason, without explanation or appeal, in its sole discretion. Auctioneer may, in Auctioneer’s absolute discretion, receive bids from a person or entity that has not registered to bid, and/or has not satisfied all requirements for Bidder Registration, and, by bidding, such person or entity will be bound by Auctioneers Bidder Terms and Conditions. Bidder qualification and registration provisions are intended for the benefit of Auctioneer and Seller and create no rights or interests in any other persons, including competing Bidders. Auctioneer and/or Seller may (but will not be required to) waive any Bidder qualification and/or registration, provisions, either globally or on a case-by-case basis.

2. Bidder Conduct

   Bidders may not engage in fraudulent, collusive, or manipulative bidding (e.g., bid rigging, shill bidding). Auctioneer may disqualify bidders, void bids, and retain deposits for violations, with buyers indemnifying Auctioneer and Seller for any losses, including legal costs.

3. Term Acknowledgment

   Bidders must electronically acknowledge or sign these Terms during registration, waiving claims of non-consent. Failure to acknowledge voids bidding eligibility.

4. Payment and Buyer’s Premium

   Full payment is due within 48 hours of Auction conclusion via wire transfer, certified check, or credit card (for invoices <$1,500, with a 3% convenience fee). An 18% buyer’s premium applies to all purchases, totaling 21% for credit card payments. Auctioneer may verify payment authenticity. Credit card payments are limited to invoices under $1,500. Buyers acknowledge the as-is nature of the Auction and waive rights to cancel sales or dispute charges. Contact the auction office for alternative payment arrangements.

5. Taxes

   Buyers are solely responsible for all sales, use, or other taxes based on applicable state and federal laws, including economic nexus requirements, determined by the buyer’s delivery location. Buyers must provide valid tax permits or exemption certificates at registration and are liable for tax reporting. Buyers indemnify Auctioneer and Seller against any tax liabilities.

6. As-Is Sales

   All items are sold as-is, where-is, with all faults, without warranties of merchantability, fitness for a particular purpose, or non-infringement. Buyers waive all claims related to item condition, description, or inaccuracies, including AI-generated content which may have been used to generate descriptions, regardless of inspection. No sale shall be invalidated by reason of any defect or inaccuracy in any description or listing, and no liability shall be borne by the Auctioneer with respect to such errors and Bidder acknowledges it is their responsibility to inspect all items and to make their own inquires prior to their bidding including the confirmation of descriptions, specifications, or other information that may be of import the Bidder. Auctioneer and Seller disclaim liability for any defects or errors.

7. Risk of Loss

   Risk of loss transfers to the Buyer upon bid acceptance. Items not removed by the deadline may be disposed of per Clause 11.

8. Bid Acceptance

   In accordance with applicable commercial law, bids are offers until accepted by Auctioneer’s invoice issuance, making the sale final. Auctioneer may cancel, suspend, extend, or reschedule the Auction or lots, adjust closing/inspection/removal times, or void sales due to technical errors, in its sole discretion.

9. Special Terms

   All items in the Auction shall be sold to the highest bidder; provided, however, that some items may be auctioned with minimum reserve prices, and/or subject to Seller’s right of confirmation. Auctioneer reserves the right to reject any bid that is only a minimal increase over the preceding bid, that is not commensurate with the value of the item being offered, or any bid that Auctioneer believes was made illegally or in bad faith. Further, Auctioneer may bid at the Auction either for its own account or on behalf of the Seller or a third party. All sales are final. No returns or refunds will be permitted.

10. Cash Transactions

   For cash payments of $10,000 or more, Buyers must complete IRS Form 8300 (available at www.irs.gov/pub/irs-pdf/f8300.pdf) and provide identification and additional documentation at Auctioneer’s request. Failure to comply voids the sale, forfeiting deposits.

11. Removal

   Buyers must arrange item removal by appointment, contacting the Site Manager at [Contact Info], within 4 business days of Auction conclusion. Buyers arrange all shipping; Auctioneer is not a rigging or logistics provider. Approved riggers must provide general liability insurance ($1M per occurrence plus state mandated minimums on WC and auto coverages). Self loading permitted, if power tools are required buyer must provide insurance as noted. All items and debris must be removed, or Auctioneer may charge storage fees ($100/day/item) or dispose of items without notice, retaining proceeds. Removal deadline: [August 22, 2025].

12. Bid Disputes

   Auctioneer’s bid records control in disputes over winning bids, and its decision is final.

13. International Buyer Deposits

   Non-U.S. Bidders must post a $5,000 cash deposit via wire transfer at least 24 hours before the Auction, held in a non-interest-bearing trust account. Deposits apply to purchases, with unused funds refunded upon timely removal of the purchases. Deposits and all auction proceeds are held in escrow until disbursed at Auctioneer’s discretion and may be applied to cover buyer defaults (e.g., non-payment, removal delays). Contact Swetha Vijayakumar at svijayakumar@hyperams.com for wiring instructions.

14. Non-Payment

   Unpaid items after 48 hours may be resold at the Buyer’s risk and expense, with written notice. Defaulting Buyers forfeit deposits and are liable for any deficiency, including storage, legal, and resale costs. Auctioneer may bar defaulting Buyers from future auctions.

15. Intellectual Property

   Buyers may not use, reproduce, or distribute Seller’s intellectual property (e.g., trademarks, manuals, software) included with items, except for personal use tied to the item’s operation. Buyers indemnify Auctioneer and Seller against claims arising from intellectual property misuse.

16. Environmental Liability

   Buyers assume all environmental liabilities (e.g., hazardous materials in purchased items) and indemnify Auctioneer and Seller against claims, fines, or cleanup costs. Buyers must comply with applicable environmental laws (e.g., EPA regulations).

17. Technology and Online Bidding

   Online bidding relies on third-party platforms, subject to their terms. Auctioneer and Seller are not liable for service interruptions, errors, or malfunctions. Auctioneer may void sales or suspend bidding due to platform issues, retaining deposits at its discretion. Bidders indemnify Auctioneer and Seller against all claims, including losses from bidding errors, arising from platform use. Auctioneer is excused from performance due to force majeure events (e.g., cyberattacks, natural disasters).

18. Data Privacy

   Buyers purchasing electronic equipment must destroy any personally identifiable information within 10 days, complying with applicable data privacy laws (e.g., GDPR, CCPA), and provide proof of destruction upon request. Buyers indemnify Auctioneer and Seller against claims related to data breaches or retained information.

19. Dispute Resolution

   Disputes arising from the Auction shall be resolved solely by arbitration per American Arbitration Association rules, in Illinois. Buyers waive all court actions and pay all arbitration costs unless Auctioneer prevails, in which case costs shift to the Buyer. Arbitration awards are final and non-appealable. Punitive damages are prohibited.

20. Site Safety

   Auction sites are potentially dangerous. Buyers enter at their own risk, acknowledging hazards (e.g., heavy equipment, live circuits). Buyers must sign a liability waiver and prohibit minors from entering. No claims may be made against Auctioneer, Seller, or their agents for injuries or damages at the site. Seller or Auctioneer may require further site access rules or regulations at their sole discretion.

21. Licensing and Bonding

   Auctioneer is licensed in Illinois (IL auction firm license 444000537) and other states and complies with applicable state licensing and bonding requirements. Details available upon request.

22. Limitation of Liability

   Auctioneer’s and Seller’s liability for any loss or damage related to the Auction, whether in contract, tort, or otherwise, is limited to the Buyer’s premium (for Auctioneer) or purchase price (for Seller), including all claims, direct or indirect (e.g., lost profits).

23. Force Majeure

   Auctioneer and Seller are not liable for non-performance due to events beyond their control (e.g., natural disasters, government restrictions).

24. Governing Law

   These Terms are governed by Illinois law, excluding conflict of law principles and any consumer protection laws, including UCC implied warranties.

25. Severability

   If any term is deemed unenforceable, the remaining terms remain valid.

Sale-Specific Terms: Available at www.hyperams.com/auctions or the Auction location.