Crosley Shelvador Freezer

Auctioneers Terms and Conditions

GOTOSAMAuctions / SCIENTIFIC ASSET MANAGEMENT LLC

TERMS OF SALE

By Registering as a buyer or a user regardless of your physical location, you agree that: (1) you have read these Terms and Conditions; (2) you understand these Terms and Conditions; and (3) you are bound by these Terms and Conditions in your use of the Services and the Site.

Set forth below are the terms and conditions (the “Terms”) that shall apply to every bid or purchase by any party (“Buyer” or “Bidder”) either directly from Scientific Asset Management LLC (SAM) as an owner of any item, goods, fixtures or real property, or in a transaction (“Transaction”) in which SAM serves as broker, agent, liquidator or auctioneer for any third party owner. The Terms apply to every transaction, including without limitation, public auctions conducted by SAM and direct purchases by Buyer of any item either before, after or independent of any public auction.

TERMS AND CONDITIONS
1. No Warranty. All machinery, equipment, merchandise and other items (the “Goods”) are sold on an “AS IS/WHERE IS” basis without any warranties or representations, either expressed or implied. Neither SAM nor the Consignor makes any warranties or representations of any kind or nature with respect to the property or its value and in no event shall either 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 SAM directly for detailed information regarding any item for sales. 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, phone number and email address 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. Bidders are required to provide a valid Visa, MasterCard or American Express number, together with security code, to secure its obligations hereunder. At its discretion, SAM may charge a registration fee for Electronic bidding. This fee will be clearly displayed during the registration process.

3. Deposits. SAM requires a non-refundable deposit of not less than twenty five percent (25%) of 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 a wire transfer or credit card(Vias, MAster Card or American Express).  A three percent (3%) credit card processing fee will be charged based on the TOTAL DEPOSIT payment being made. At its discretion, SAM may contact bidders via email or telephone before or during the sale to obtain a wire transfer as a deposit. If SAM does not receive a response from its attempts to contact Buyer or if the Buyer does not provide a deposit, SAM reserves the right to refuse or cancel Buyer’s bids.

4. Invoices & Payment Instructions. 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 auction or sale lot catalog at the sale or auction location on the day of the sale or auction. Electronic Bidders will be sent detailed payment instructions via email along with their invoice.

5. Payments. SAM must receive the balance of the total invoice price no later than the close of business on the day following the auction (the “Final Payment Date”). All payments must be credit card( Visa, American Express, MasterCard), bank wire transfer  and all of the foregoing must be in form, scope and substance acceptable to SAM. Credit cards, which are accepted for electronic bidding registration and for payment of the non-refundable deposit will not be accepted for payment of the balance of the total purchase price. Without limiting SAM’s 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 SAM in collected funds.

6. Taxes. Buyer must also pay to SAM 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 in Section 7 below). To receive the benefit of any sales tax exemption, Buyer must supply SAM with a state sales tax exemption certificate acceptable in form, scope and substance to SAM in SAM'S sole discretion.

7. Buyer’s Premium. SAM in its sole discretion may 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 (Hammer) of any item. SAM shall charge and collect from each successful Bidder a buyer's premium for each sale at the auction, in addition to the purchase price as bid. SAM makes the Buyer's Premium information available in writing electronically or in printed format prior to each auction for each of the Goods identified for auction or sale.

8. Removal of Goods. Unless otherwise agreed in writing, Buyers or their Agents must remove all Goods purchased before the final removal date and time announced by SAM 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 SAM in the form required herein. ANY ITEMS NOT REMOVED ON OR BEFORE THE REMOVAL DATE SHALL BE DEEMED ABANDONED AND SAM SHALL HAVE NO FURTHER OBLIGATION TO BUYER WITH RESPECT TO SUCH ITEMS. BUYER CONSENTS THAT SAM MAY DISPOSE OF ANY AND ALL ITEMS NOT PAID FOR AND REMOVED BY THE REMOVAL DATE AND MAY RESELL SCRAP, AND/OR OTHERWISE DISPOSE OF SUCH ITEMS.

9. Buyer shall be responsible for the safe and proper removal of any Goods purchased by Buyer. SAM 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 SAM with (1) proof of payment in full (Paid In Full Invoice) and (2) an "Agent Release Authorization" form which allows SAM to release items to a third party contractor for shipping, crating or packing purposes.

10. Goods weighing more than 100 pounds must be removed by a qualified, insured rigger. Before any removal, Buyer must provide SAM with a certificate of insurance from the rigger, which certificate must be in form, scope and content acceptable to SAM in SAM’S sole discretion. Without limiting SAM’S 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. SAM 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 SAM, the Consignor 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 SAM of all sums due from Buyer in respect to the Goods.

11. Small Lot Removal. SAM 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 set period of time of the conclusion of the sale. There will be NO removal of any lots until the auction is complete.

12. 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 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 THESE TERMS AND CONDITIONS, 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. SAM obtains the right to recycle, or retain all abandoned assets for a future event. SAM retains the right for property not removed from facility within completeion of 48 hour payment and 5 business days post 48 hour payment. 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 SAM HAS NOT RECEIVED PAYMENT FOR WINNING BIDS WITHIN 48 HOURS OF THE FINAL PAYMENT DATE, THE BIDDER AUTHORIZES SAM TO CHARGE LIQUIDATED DAMAGES TO THE CREDIT CARD LEFT ON FILE DURING THE REGISTRATION PROCESS. 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 SAM TO CHARGE LIQUIDATED DAMAGES TO THE CREDIT CARD LEFT ON FILE DURING THE REGISTRATION PROCESS.

13. After Buyer has removed any item from SAM'S possession or within two (2) days of the date of the auction, whichever is sooner, SAM 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 SAM before any item is removed from the premises where the auction is conducted.

14. Damages. SAM shall not be responsible for any damages, loss or theft of Goods except in the case of SAM’s willful misconduct. Without limiting the foregoing, SAM shall not be responsible for damages or losses caused by strikes, civil disorders, or acts of God.

15. Changes. SAM reserves the right to withdraw or sell any assets contained in an auction prior to or proceeding the stated auction period without notification. SAM reserves the right to temporarily or permanently end an auction prior to or during the stated auction period at is sole discretion without notification. SAM, in its sole discretion, reserves the right to extend the stated auction period without notification. If for any reason SAM is unable to deliver any Goods purchased by Buyer, SAM'S sole liability shall be to return all sums paid by Buyer to SAM in respect of such Goods. Buyer/Bidder hereby agrees that under all possible circumstances, SAM's maximum liability in any and all auctions and sales transactions is hereby limited to the purchase price actually paid by the Buyer or Bidder for the applicable sale or auction transaction.

16. Minimum or Reserve Prices. SAM, 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. SAM reserves the right to confirm or reject the final bid. Further, SAM, and/or its affiliates or subsidiaries, may bid at the auction for its own account, on behalf of a third party or the seller.

17. Absentee/Proxy Bids. By completing an “Absentee (Proxy) Bidder Form,” Bidders may appoint SAM 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. SAM will bid up to the specified maximum bid amount to win the item, using only the amount needed to win the item. SAM 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.

18. SAM, in its sole discretion, reserves the right to refuse the bid of any person without providing any notice or reason therefore.

19. SAM, in its sole discretion, shall control all bidding increments and advances at any auction. SAM 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 SAM believes was made illegally or in bad faith. In the event of a dispute among Bidders, SAM 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.

20. SAM 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, SAM 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.

21. All information provided by SAM to a Buyer, 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, SAM shall have no responsibility whatsoever for any information provided to any attendee or buyers. Every Buyer hereby agrees to rely solely on the Buyer's own independent investigation and inspection of any and all Goods.

22. Right to Amend Terms and Conditions. SAM reserves the right to amend any and all of the Terms and Conditions stated herein at any time without notification at SAM’s sole discretion. It is the Buyers responsibility to read and review the Terms and Conditions for each sale. SAM provides the Terms and Conditions through its Websites and in printed form at on-site auctions.

23. Agency Relationship. When SAM is selling or auctioning any Goods on behalf of a Consignor, SAM shall act as an agent only and shall have no liability whatsoever for the acts of any owner or principal.

24. Export Law Compliance. Buyer hereby agrees to comply with all US export and import control and related laws, and acknowledge that SAM is not the exporter or importer 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. SAM makes no representation or warranty concerning, and has conducted no investigation to ascertain which items, if any, constitute Restricted Technology, or whether any item may have been imported in violation of any U.S. laws or international treaties.

25. Auction Sites. 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 SAM, the seller, the owner of the premises or their respective agents for any injuries sustained or for damages to or loss of property that may occur at the auction site.

26. SAM Rights and Remedies. If the Buyer fails to comply with any of the Terms, SAM shall have all rights and remedies available to it at law and in equity. Without limiting the generality of the foregoing, SAM 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 SAM (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 SAM’S rights, including, without limitation, legal fees and costs and expenses related to the resale of Goods, including storage and rigging fees.

27. No Collusion. 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 is forbidden. Buyers agree they will not place bids using false names or Buyer Information.

28. Buyers Indemnification. Buyers agree they will defend, indemnify and hold harmless SAM, 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 SAM, including its affiliates, directors, officers, employees, agents, shareholders, co-branders, or partners, through the use of SAM Services and Websites
I, the undersigned, hereby acknowledge that I have read and agree to all of Surplus Solutions, LLC Terms and Conditions stated above. I additionally assent to abide by any and all posted notices and announcements made hereafter pertaining to the terms and conditions of this event whether present or not.

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