Diamond Ground Products Piranha III Tungsten Electrode Grinder, s/n P3-06133929-R2-V2, w/ Vacuum

TERMS OF SALE
Set forth below are the Terms and Conditions (the "Terms") that shall apply to any purchase by
any party (a "Buyer") either directly from Perfection Industrial Sales (PIS) or in a transaction (a
"Transaction") in which PIS serves as broker, agent, liquidator or auctioneer for a third party
owner, Integrated Energy Technologies Inc., dba GCE, (GCE ) with its principal place of business located
at 9335 Airway Rd #206 San Diego, CA. 92135 . The Terms apply to all Transactions, including without
limitation, public auctions conducted by PIS and direct purchases by Buyer of any item either
before, after or independent of any public auction. By using or accessing any and all PIS services
and or Websites you agree you have read and understand the Terms stated herein and are bound
to these Terms. You may not use or access any and all PIS services if you do not agree to the
Terms stated herein.
TERMS AND CONDITIONS
1. All machinery, equipment, merchandise and other items (the "Goods") are sold on an "AS
IS/WHERE IS" basis with no warranties or representations whatsoever either expressed or
implied. Neither PIS nor the Owner, GCE, makes any warranties or representations of any kind or
nature with respect to the property or its value, and in no event shall they be responsible for
correctness of description, genuineness, attribution, provenance, authenticity, authorship,
completeness, condition of the property or estimate of its value. No statement (oral or written)
in the catalog, at the auction, or elsewhere shall be deemed such a warranty or representation,
or any assumption of responsibility. Prospective bidders are urged to contact PIS directly for
detailed information regarding any lot. WITHOUT LIMITING THE GENERALITY OF THE
FOREGOING, THE WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE AND
MERCHANTABILITY are expressly disclaimed.
2. Registration. Buyers must register prior to bidding at any auction sale and must be of legal
capacity to enter into this agreement. All bidders must provide their name, company (if
applicable), mailing address and phone number prior to the auction. By registering you represent
and warrant any and all Buyer Information is accurate and complete. It is solely the Buyers
responsibility to maintain current Buyer Information for completeness and accuracy. PIS reserves
the right to deny and or terminate Registrations at any time at its sole discretion without
notification. PIS reserves the right to deny usage and access of PIS Services and Websites at any
time without notice or liability to any persons or third parties. When applicable, Electronic
bidders are required to provide a valid email address and Visa or MasterCard number. At its
discretion, PIS may charge a registration fee for Electronic bidding. This fee will be clearly
displayed during the registration process. THE BIDDER AUTHORIZES PIS TO CHARGE LIQUIDATED
DAMAGES TO THE CREDIT CARD LEFT ON FILE DURING THE REGISTRATION PROCESS. (See section
9 "Default" below.)
3. Deposits. A Security Deposit of $1,000.00 will be requested from all Auction bidders wishing
to register and participate in the Auction sale. PIS, in its sole discretion, for non-US Residents or
companies, may also require a deposit of not less than twenty five percent (25%) of the Buyer’s
TOTAL EXPECTED PURCHASE PRICE as an additional Security Deposit prior to registration
approval. For all other bidders, PIS requires a deposit of not less than twenty five percent (25%)
of the Buyer's TOTAL PURCHASE PRICE by the end of sale day - with the balance due by the end
of the next business day. This can be in the form of cash, a cashier’s check, or business check with
a bank letter of guarantee for Onsite auctions. For Electronic bidders, at its discretion, PIS may
contact bidders via email or telephone before or during the sale to provide a bank letter of
guarantee or wire transfer as a deposit. If PIS does not receive a response from its attempts to
contact Buyer or if the Buyer does not provide a deposit, PIS reserves the right to refuse or cancel
Buyer's bids and re-sell Goods.
4. Invoices & Payment Instructions. For Onsite and Webcast auctions, winning bidders can
request a printed paper invoice from the Accounting Manager at the sale location during or after
the sale. Electronic bidders will be sent an electronic invoice to the email address provided during
registration. Invoices can be faxed upon request. Detailed payment instructions for each sale are
available in the printed lot catalog at the sale location on the day of the sale. Electronic bidders
will be sent detailed payment instructions via email along with their invoice.
5. Payments. PIS must receive the balance of the total purchase price no later than the close of
business on the day following the auction (the "Final Payment Date"). All payments must be by
cashier's or certified check, federal wire transfer of immediately available funds or a corporate
check accompanied with a bank letter of guarantee, and all of the foregoing must be in form,
scope and substance acceptable to PIS. Credit cards are only accepted for Electronic bidding
registration and for Liquidated Damages in the event of a default. If paying by credit card, the
exchange rate for sales conducted in foreign currencies will be posted the day of the sale and will
be based upon the current currency conversion rates. Without limiting PIS discretion, no
corporate checks without a bank guarantee and no personal checks will be accepted. No title
shall pass to Buyer until the total purchase price and all Taxes have been paid to PIS.
6. Taxes. Buyer must also pay to PIS on or before the Final Payment Date, all sales, export, use
and other taxes due to any federal, state or local taxing authority (the "Taxes") as a result of
Buyer's purchase, including without limitation, any taxes arising from any Buyer's Premium (as
defined below). To receive the benefit of any tax exemption, Buyer must supply PIS with a sales
tax exemption certificate acceptable in form, scope and substance to PIS in PIS sole discretion. 7.
Buyer's Premium. PIS, in its sole discretion, will impose a buyer's premium ("Buyer's Premium")
on any Goods sold. The Buyer's Premium is a percentage that is added to the final purchase price
of any item. An 18% buyer’s premium will be charged on all assets purchased by buyers attending
the Auction sale in person. Any Webcast Buyers will be charged 21%. The buyer’s premium will
be reduced to 15% (bidders attending the Auction sale in person) or 18% (Webcast bidders) for
payments made by means of cash, cashier's check, company check (with bank letter of
guarantee) or wire transfer within 48 hours of sale close.
8. Removal. (1) Buyers or their Agents must remove all Goods purchased before the final removal
date and time announced by PIS at the auction (the "Removal Date"). (2) No Goods shall be
removed until the full purchase price and all applicable taxes thereon have been received by PIS
in the form required herein. Any Goods not removed on or before the Removal Date shall be
subject to storage charges that PIS & GCE may in its discretion impose. ANY ITEMS NOT REMOVED
ON OR BEFORE THE REMOVAL DATE SHALL BE DEEMED ABANDONED AND PIS SHALL HAVE NO
FURTHER OBLIGATION TO BUYER WITH RESPECT TO SUCH ITEMS. (See #8C.)
8A. Buyer shall be responsible for the safe and proper removal of any Goods purchased by Buyer.
PIS and GCE does not pack, ship, store, crate or rig items. Buyers may either pick up Goods at the
designated auction site personally or can contract with a third party agent to manage the removal
process for them. Before Goods can be removed by an Agent, Agent must provide PIS with (1)
proof of payment in full Paid In Full Invoice and (2) an "Agent Release Authorization" form which
allows PIS and GCE to release items to a third party contractor for shipping, crating, rigging or
packing purposes.
8B. Goods weighing more than 100 pounds must be removed by a qualified, insured rigger.
Before any removal, Buyer must provide PIS and GCE with a certificate of insurance from the
rigger, which certificate must be in form, scope and content acceptable to PIS and GCE. Without
limiting PIS discretion, such certificate must show that the rigger carries comprehensive liability
insurance written by an insurance carrier of national standing and in an amount of not less than
two million dollars ($2,000,000.00). Without limiting the generality of the foregoing, Buyer shall
restore and repair all real and personal property that is altered or damaged as a result of Buyer's
removal of the Goods. PIS and GCE shall have no responsibility to disconnect utilities to the sold
asset, including electric, gas, waste and water lines. Buyer is solely responsible to properly
remove and store in appropriate containers all fluids, oils, hazardous chemicals, etc., from
machinery purchased. Buyer does hereby indemnify PIS and GCE and the owner of the premises
in which the Goods are located, from any and all claims, damages, and losses arising from Buyer's
actions or actions with respect to the Goods and Buyer's presence on the premises in which the
Goods are located, including without limitation, injuries to persons or property and
environmental violations or contamination. Risk of loss on any Goods shall pass to the Buyer upon
payment in full to PIS of all sums due from Buyer in respect to the Goods.
8C. Small Lot Removal. PIS and GCE shall have no responsibility whatsoever for any missing or
lost items that can be removed by hand if such items have not been removed within forty-eight
(48) hours of the sale conclusion. No lot removal is not allowed until the auction is complete.
9. Default. Bidders must bid only on those items they are prepared to pay for and remove in
accordance with the terms and conditions of this sale. All items awarded to high bidders are
contractually theirs and must be paid for by the Final Payment Date and removed by the Final
Removal Date. IN THE EVENT BUYER FAILS TO PERFORM CONTRACTUAL OBLIGATIONS (PAYMENT
AND REMOVAL) AS SPECIFIED IN THIS INVITATION TO BID, THE FOLLOWING ACTION APPLIES:
PURCHASER WILL AUTOMATICALLY BE PLACED IN DEFAULT. THIS IS YOUR OFFICIAL NOTICE OF
DEFAULT. Upon default, the purchaser shall lose all right, title, and interest which he/she might
otherwise have acquired in and to such property as to which default has occurred. PIS will remarket
and re-sell this property.
9A. Payment Default. Failure to pay invoices in full by the Final Payment Date in accordance with
payment terms will subject Bidder to pay as Liquidated Damages a sum equal to the lesser of (1)
20 percent of the invoice price of the item(s) as to which the default has occurred, or (2) the full
amount of the difference between the original invoice price and the re-sold price plus any
expenses incurred to re-market or re-sell these items. IF PIS HAS NOT RECEIVED PAYMENT FOR
WINNING BIDS WITHIN 24 HOURS OF THE FINAL PAYMENT DATE, THE BIDDER AUTHORIZES PIS
TO CHARGE LIQUIDATED DAMAGES TO THE CREDIT CARD PROVIDED AT REGISTRATION.
9B. Removal Default. Failure to remove items by the Final Removal Date in accordance with
removal terms will subject Bidder to pay as Liquidated Damages the full amount of the expenses
incurred to store or transport items until they are re-sold. IF BUYER HAS NOT REMOVED ITEMS
WITHIN 24 HOURS OF THE FINAL REMOVAL DATE, THE BIDDER AUTHORIZES PIS TO CHARGE
LIQUIDATED DAMAGES TO THE CREDIT CARD LEFT ON FILE DURING THE REGISTRATION PROCESS.
10. After Buyer has removed any item from the auction premises, PIS and GCE shall have no
obligation to make any adjustment or accommodation to Buyer because of any mistake in
quantity or other defect or problem with respect to such item. Buyer must make all requests for
adjustments in writing to PIS before any item is removed from the premises where the auction is
conducted.
11. PIS and GCE shall not be responsible for any damages, loss or theft of Goods except in the
case of PIS willful misconduct. Without limiting the foregoing, PIS and GCE shall not be
responsible for damages or losses caused by strikes, civil disorders, or acts of God.
12. If for any reason PIS is unable to deliver any Goods purchased by Buyer, PIS sole liability shall
be to return all sums paid by Buyer to PIS in respect of such Goods.
13. Minimum or Reserve Prices. PIS, in its sole discretion, reserves the right to establish a reserve
or minimum price on any Goods without having to announce, post or publish notice to attendees
and buyers at any auction. PIS reserves the right to confirm or reject the final bid.
14. Absentee Bids. By completing an "Absentee (Proxy) Bidder Form," Bidders may appoint PIS
to be an agent and proxy for the sole purpose of purchasing the items listed when the Bidder
CANNOT bid on the day of the sale. ALL BIDS ARE FINAL AND BINDING and DO NOT
include any applicable buyer's premiums and sales taxes. PIS will bid up to the specified maximum
bid amount to win the item, using only the amount needed to win the item. PIS has complete
discretion whether and when to accept Proxy bids. The auctioneer's announcements at the time
the lot is sold take precedence on any and all published materials. 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.
15. PIS, in its sole discretion, reserves the right to refuse the bid of any person without providing
any notice or reason therefore. PIS reserves the right to deny the usage and access by any person
or third party of any and all PIS Services and Websites without notification.
16. PIS, in its sole discretion, shall control all bidding increments and advances at any auction. PIS
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 that PIS believes was made illegally
or in bad faith. In the event of a dispute among bidders, PIS may, in its sole discretion, either
accept what it deems to be the final bid or solicit further bids on the item in dispute. No returns
or refunds will be permitted, unless authorized by the seller in writing.
17. PIS reserves the right, in its sole discretion, to sell items advertised as a public auction sale,
on a piece by piece basis or as a complete lot. Without limiting the generality of the foregoing,
PIS may accept a complete lot bid and then conduct an item by item auction which auction shall
be effective only if the total proceeds there from exceed the amount of the complete bid.
18. All information provided by PIS and GCE to Buyers, including without limitation, any
advertising, lot sales catalogs or otherwise, is subject to deletions, errors, additions, and changes
without notice. Although information is gathered from sources thought to be reliable, PIS and
GCE shall have no responsibility whatsoever for any information provided to any attendee or
buyers. All buyers shall rely solely on their own investigation and inspection of any Goods.
19. PIS and GCE reserves the right to amend any and all of the Terms and Agreements stated
herein at any time without notification at PIS and GCE’s sole discretion. It is the Buyers
responsibility to read and review the Terms and Conditions for each sale. PIS provides the Terms
and Conditions through its Websites and in printed form at on-site auctions.
20. If PIS is selling or auctioning any Goods on behalf of a third party owner, PIS shall act as an
agent only and shall have no liability whatsoever for the acts of any owner/principal.
21. Buyers agree to comply will all US export control and related laws, and acknowledge that PIS
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
the United States. PIS and GCE makes no representation or warranty concerning, and has
conducted no investigation to ascertain which items, if any, constitute Restricted Technology.
22. Buyers acknowledge that an auction 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 the auction 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. No person shall have any claim against PIS, GCE, or GEC’s respective,
officers, agents for any injuries sustained or for damages to or loss of property that may occur at
the auction site.
23. If the Buyer fails to comply with any of the Terms, PIS shall have all rights and remedies
available to it at law and in equity. Without limiting the generality of the foregoing, PIS may retain
all deposits and partial payments received from Buyer and may resell any Goods that Buyer fails
to purchase. Buyer shall be responsible for all costs, losses, and damages suffered by PIS (i) as a
result of Buyer's breach of any of the Terms, including without limitation, lost profits and
consequential damages, and (ii) incurred in connection with the enforcement of PIS rights,
including, without limitation, legal fees and costs and expenses related to the resale of Goods,
including storage and rigging fees.
24. The following is specific to the access and usage of PIS Websites including and not limited to
any and all features and applications:
a. Each Registrant will specify a unique User Name and Password and it is solely the responsibility
of the Registrant to maintain the confidentiality of this User Name and Password.
b. Registrants are solely responsible for any and all transactions or transmissions using their User
Name and Password
c. PIS is not responsible for any and all unauthorized or compromised usage of the Registrants
User Name and Password. Registrants are responsible for contacting PIS in writing for any and all
unauthorized usage of their User Name and Password.
d. Registrants agree they will not:
i. Disrupt, interfere or create outages to computer networks that directly or indirectly affect PIS
Websites.
ii. Falsely misrepresent or impersonate any other person or entity. Registrants are forbidden from
misrepresenting a Registrants employment by or affiliation with any third party. iii. Registrants
are forbidden from posting, uploading, transmitting, publishing or distributing any and all
information that contains viruses, code, files or programs with the malicious intent of affecting
PIS Websites.
iv. Registrants agree they will not copy, modify, reproduce, distribute or sell any information or
material provided through PIS Websites with the intent of commercially PIS Services and
Websites.
e. PIS is not responsible for any and all products, content, information or material provided by
links to or statements regarding third party services. This includes but not limited to riggers,
shippers, partners and any third party services listed.
f. Registrants agree PIS, GCE and its affiliates, including partners, officers, directors, employees,
agents, shareholders or co-branders, are not responsible for any and all damages, actual or
alleged, resulting from the downloading of any information or materials from PIS Websites.
25. Buyers agree they will not participate in any bidding practices with the intent of manipulating
the bidding. Any and all forms of collusion between Buyers are forbidden. Buyers agree they will
not place bids under false names or Buyer Information.
26. PIS reserves the right to withdraw or sell any assets contained in an auction prior to or
proceeding the stated auction period without notification. PIS reserve the right to temporarily or
permanently end an auction prior to or during the stated auction period at is sole discretion
without notification. PIS, in its sole discretion, reserve the right to extend the stated auction
period without notification.
27. Buyers agree they will defend, indemnify and hold harmless PIS and GCE, 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 PIS,
including its affiliates, directors, officers, employees, agents, shareholders, co-branders, or
partners, through the use of PIS Services and Websites.
28. Bidder Indemnification. Subject to, and not inconsistent with, the terms and conditions set
forth in Disclaimer of Warranties, Bidder, as "Indemnifying Party," shall indemnify, hold harmless,
and defend Auctioneer (PIS) / Seller (GCE) and its officers, directors, employees, agents, affiliates,
successors and permitted assigns (collectively, "Indemnified Party") against any and all losses,
damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards,
penalties, fines, costs, or expenses of whatever kind, including reasonable attorney fees, that are
incurred by/awarded against Indemnified Party in a final, non-appealable judgment (collectively,
"Losses"), arising out of any third-party claim alleging (1) the necessity of decontaminating the
Equipment, and/or (2) the pollution, contamination, destruction, stigmatization, diminution of
value, etc. of real or personal property of any kind claimed to be due to the existence, use, or
maintenance of the Equipment.
29. Applicable Law. This Agreement shall be governed by and construed in accordance with the
laws of the State of New York.