Heritage Global Partners
Detailed Sale-Specific Terms & Conditions

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 Heritage Global Partners, Inc. (”HGP”)
or in a transaction (a “Transaction”) in which HGP serves as
broker, agent, liquidator or auctioneer for any third party
owner (“Consignor”). The Terms apply to all Transactions,
including without limitation, public auctions conducted by
HGP and direct purchases by Buyer of any item either before,
after or independent of any public auction. By using or
accessing any and all HGP Services and or Websites you agree
you have read and understand the Terms and Conditions stated
herein and are bound to these Terms and Conditions. You may
not use or access any and all HGP Services if you do not
agree to the Terms and Conditions stated herein. If you do
not understand any or all the Terms and Conditions herein
please contact HGP via email at cs@hgpauction.com for
further assistance.

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 HGP 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 HGP
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. HGP
reserves the right to deny and or terminate Registrations at
any time at its sole discretion without notification. HGP
reserves the right to deny usage and access of HGP 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 Visa or Mastercard
number. At its discretion, HGP may charge a registration fee
for Electronic bidding. This fee will be clearly displayed
during the registration process. THE BIDDER AUTHORIZES HGP
TO CHARGE LIQUIDATED DAMAGES TO THE CREDIT CARD LEFT ON FILE
DURING THE REGISTRATION PROCESS. (See section 9 “Default”
below.)

3. Deposits. HGP 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
cashiers check, or business check with a bank letter of
guarantee. For Electronic Bidders, at its discretion, HGP
may contact bidders via email or telephone before or during
the sale to obtain a bank letter of guarantee or wire
transfer as a deposit. If HGP does not receive a response
from its attempts to contact Buyer or if the Buyer does not
provide a deposit, HGP reserves the right to refuse or
cancel Buyer’s bids.

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.. 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. HGP 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 in cash, 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 HGP. Credit cards are accepted for
Electronic bidding registration and for Liquidated Damages
in the event of a default. Without limiting HGP’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 HGP in collected funds.

6. Taxes. Buyer must also pay to HGP 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. To
receive the benefit of any tax exemption, Buyer must supply
HGP with a sales tax exemption certificate acceptable in
form, scope and substance to HGP in HGP’S sole discretion.

7. Buyer’s Premium. HGP shall charge a Buyer\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\'s
Premium at
it
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Premium
is
a
percentage that is added to the final purchase price of any
item sold. HGP shall charge a Buyer\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\'s Premium as
follows:
HGP shall charge 18% Buyer\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\'s Premium for online
bidders
paying by federal wire transfer, cashier\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\'s checks,
certified checks and company checks with Letters of Bank
Guarantee. A 15% Buyer\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\'s Premium will be charged for
onsite
bidders paying by federal wire transfer , cashier\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\'s
check
or
company checks with Letters of Bank Guarantee. The
Buyer\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\'s
Premium will be added to the final purchase price.

8. Removal of Goods. (1) Buyers or their Agents must remove
all Goods purchased before the final removal date and time
announced by HGP 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 HGP in the
form required herein. ANY ITEMS NOT REMOVED ON OR BEFORE THE
REMOVAL DATE SHALL BE DEEMED ABANDONED AND HGP SHALL HAVE NO
FURTHER OBLIGATION TO BUYER WITH RESPECT TO SUCH ITEMS.

Buyer shall be responsible for the safe and proper removal
of any Goods purchased by Buyer. HGP does not pack, ship,
store, crate or rig items for removal. Buyers may either
pick up Goods at the designated auction site themselves 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 HGP with (1) proof of payment in full
(Paid In Full Invoice) and

(2) an “Agent Release Authorization” form which allows HGP
to release items to a third party contractor for shipping,
crating or packing purposes.

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

HGP 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
conclusion of the sale.
There will be NO removal of any lots 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 PURCHASER 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. HGP will re-market and re-sell this property.

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 HGP HAS NOT RECEIVED PAYMENT FOR
WINNING BIDS WITHIN 24 HOURS OF THE FINAL PAYMENT DATE, THE
BIDDER AUTHORIZES HGP 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 HGP TO CHARGE LIQUIDATED DAMAGES
TO THE CREDIT CARD LEFT ON FILE DURING THE REGISTRATION
PROCESS.

10. Adjustments. After Buyer has removed any item from HGP’S
possession, HGP 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 HGP before any item is removed from the premises
where the auction is conducted.

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

12. Changes. HGP reserves the right to withdraw or sell any
assets contained in an auction prior to or proceeding the
stated auction period without notification. HGP reserves the
right to temporarily or permanently end an auction prior to
or during the stated auction period at is sole discretion
without notification. HGP, in its sole discretion, reserves
the right to extend the stated auction period without
notification. If for any reason HGP is unable to deliver any
Goods purchased by Buyer, HGP’S sole liability shall be to
return all sums paid by Buyer to HGP in respect of such
Goods.

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

14. Absentee/Proxy Bids. By completing an “Absentee (Proxy)
Bidder Form,” Bidders may appoint HGP 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. HGP will bid up to the
specified maximum bid amount to win the item, using only the
amount needed to win the item. HGP 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. Right to Refuse Bids of Deny Access. HGP, in its sole
discretion, reserves the right to refuse the bid of any
person without providing any notice or reason therefore. HGP
reserves the right to deny the usage and access by any
person or third party of any and all HGP Services and
Websites without notification.

16. Bid Increments. HGP, in its sole discretion, shall
control all bidding increments and advances at any auction.
HGP 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 HGP believes was made illegally or in bad faith. In the
event of a dispute among bidders, HGP 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
Consignor in writing.

17. Aggregate Bids. HGP 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, HGP 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. Information Subject to Error. All information provided
by HGP 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, HGP 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. Right to Amend Terms and Conditions. HGP reserves the
right to amend any and all of the Terms and Conditions
stated herein at any time without notification at HGP’s sole
discretion. It is the Buyers responsibility to read and
review the Terms and Conditions for each sale. HGP provides
the Terms and Conditions through its Websites and in printed
form at on-site auctions.

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

21. Export Law Compliance. Buyers agree to comply with all
United States export control and related laws, as well as
acknowledge that HGP is not the exporter of any purchased
item. Certain items offered for sale at an Auction or Sealed
Bid Sale may constitute “Restricted Technology.” Under
Federal Law, such items may not be shipped outside the
United States. Buyer also agrees not to export any item to
countries which are subject to comprehensive embargoes or
support terrorism. These countries include, but are not
limited to: Cuba, Iran, North Korea, Sudan, and Syria. The
list will change from time to time. HGP makes no
representation or warranty concerning Restricted Technology
or conducted an investigation to ascertain, which items, if
any, constitute Restricted Technology. 


22. 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 HGP, the
seller or their respective agents for any injuries sustained
or for damages to or loss of property that may occur at the
auction site.

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

24. 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.

25. Buyers Indemnification. Buyers agree they will defend,
indemnify and hold harmless HGP, 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 HGP, including its affiliates, directors,
officers, employees, agents, shareholders, co-branders, or
partners, through the use of HGP Services and Websites

26. Website Usage. The following is specific to the access
and usage of HGP 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) HGP is not responsible for any and all unauthorized or
compromised usage of the Registrant’s User Name and
Password. Registrants are responsible for contacting HGP 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 HGP Websites.

ii) Falsely misrepresent or impersonate any other person or
entity. Registrants are forbidden from misrepresenting a
Registrant’s 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 HGP Websites.

iv) Registrants agree they will not copy, modify, reproduce,
distribute or sell any information or material provided
through HGP Websites.

E) HGP 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 HGP 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 HGP
Websites.