Ice Cream Freezer

TERMS AND CONDITIONS

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 International Machinery Exchange (IME) as an owner of any item, goods, fixtures or real property, or in a transaction in which IME 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 IME, direct purchases by Buyer of any item either before, after or independent of any public auction.

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 express or implied. Neither IME, any client, owner of the Goods, consignor or anyone acting on their behalf, make any warranties or representations of any kind or nature with respect to the property, its condition, condition suitable for safe operation, or its value, and in no event shall they be responsible for the correctness of description, genuineness, authenticity or completeness. All Goods are sold on an individual lot basis and not in conjunction with or contingent upon Buyers or Bidders winning or taking delivery of any other lot unless otherwise agree to in writing by IME. No bid at the auction or payment of winning bids shall be in any way contingent upon the winning Bidder or Buyer’s outside financing or internal company approval post auction sale. PROSPECTIVE BIDDERS ARE STRONGLY URGED TO CONDUCT THEIR OWN INSPECTION OF THE LOTS THROUGH PRIVATE OR OPEN INSPECTION DATES MADE AVAILABLE TO ALL PROSPECTIVE BIDDERS. No statement (oral or written), including any catalog description or photographs at any auction, or elsewhere shall be deemed such a warranty or representation, or any assumption of responsibility of any kind or nature, whatsoever. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, ANY AND ALL WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE OR MERCHANTABILITY OF GOODS ARE EXPRESSLY DISCLAIMED.

REGISTRATION- Buyers must register as Bidders prior to bidding at any auction sale. All Bidders must provide their name, company (if applicable), mailing address and phone number prior to the auction. Bidders are required to deposit with IME a valid Visa or MasterCard to secure its obligations. Electronic Bidders are required to provide a valid email address. IME maintains the right to deny approval of registration of any bidders for any reason it sees fit. For any and all winning bids, the registered party or parties and company’s liability to perform in accordance with the purchase and terms of sale is joint and several.

INVOICES & PAYMENT INSTRUCTIONS- Electronic Winning Bidders, will be sent an electronic invoice to the email address provided during registration. Invoices can be faxed upon request. Electronic Bidders will be sent detailed payment instructions via email along with their invoice.

PAYMENT- IME must receive the balance of total purchase price no later than 48 hours after the last lot of the sale closes for online sales (the “Final Payment Date”). For online winning bidders, IME sends winning invoices to bidder to the email provided at registration. No other communication from any party including any online bidding platform will be deemed an award of winning bid or invoice. All payments must be in the form of company check, cashier’s or certified check or wire transfer of funds. All of the foregoing must be in form, scope and substance acceptable to IME. Incoming wire transfers are subject to a $25.00 fee. Credit cards, which are accepted for electronic bidding registration will be accepted for payment of the balance of the total purchase price subject to a 5% convenience fee. No title shall pass to Buyer until the total purchase price and all Taxes have been paid to IME. Upon full payment, title and ownership of Goods transfer to Buyer, as-is, where-is; at which time, it is Buyer’s responsibility to carry insurance to cover the replacement cost of the purchased goods.

TAXES- Buyer must also pay to IME on or before the Final payment Date, all sales, taxes due, and all other applicable 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 the 18% Buyer’s Premium Sales Tax for this even is 7%. To receive the benefit of any sales tax exemption, Buyers must supply IME with a state tax exemption certificate acceptable in form, scope and substance to IME. If Buyer does not submit evidence of their exemption prior to the close of the auction, Buyer will be charged sales tax, which may be refunded upon Buyer providing documents necessary to prove they qualify for an exemption within 15 business days from the date of purchase. After 15 business days, Buyer will be required to submit any refund request directly to the state for which the original sales tax was collected and remitted by IME.

BUYER’S PREMIUM- This sale is subject to an 18% Buyers Premium on any Goods sold. The Buyer’s Premium is a percentage that is added to the final purchase price (hammer price or closing price) of any item. IME 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.

REMOVAL- (1) Unless otherwise provided in writing by IME, Buyers or their Agents must remove all Goods purchased before the final removal date of May 31, 2019. IME may choose to extend the Removal Date at its own discretion. (2) No Goods shall be removed until the full purchase price and all applicable Taxes thereon have been received by IME in the form required herein. ANY ITEMS NOT REMOVED ON OR BEFORE THE REMOVAL DATE SHALL BE DEEMED ABANDONED AND IME SHALL HAVE NO FURTHER OBLIGATION TO BUYER WITH RESPECT TO SUCH ITEMS EXCEPT THAT BUYER SHALL NONETHELESS BE OBLIGATED TO PAY THE BALANCE OF THE PURCAHSE PRICE INCLUDING ANY BUYER’S PREMIUM AND ADDITIONAL COSTS INCURRED BY IME. BUYER CONSENTS THAT IME 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. IN THE EVENT ABANDONED ITEMS OR GOODS BECOME AN INCURRED COST TO IME TO DISPOSE OF, OR ABANDONBED ITEMS OR GOODS FURTHER DAMAGE IME, IME’S CLIENT, CONSIGNOR OR OWNER OF THE PREMISES WHERE THE GOODS HAVE BEEN ABANDONED, THEN BIDDER SHALL BE RESPONSIBLE FOR THE FULL AMOUNT OF ANY AND ALL DAMAGE OR COST OF SUCH CLAIM, COST OR JUDGEMENT INCLUSIVE OF ATTORNEYS FEES.

Goods that cannot be removed by hand carry from the auction site, or premises, or that requires any utility disconnection, or tools to remove Goods, must be removed by IME, and are subject to receipt of the posted loading fee. Buyer does hereby indemnify IME, the owner of the Goods 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.

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 unless otherwise stated by IME in writing. IN THE EVENT BUYER FAILS TO PERFORM CONTRACTUAL OBLIGATIONS (PAYMENT AND REMOVAL). BUYER WILL BE DEEMED TO BE IN DEFAULT AND IME, AT ITS OPTION, MAY SCRAP, REMARKET OR RESELL THE PROPERTY, IN WHICH EVENT, BUYER WILL BE LIABLE FOR ALL LOSSES INCURRED INCLUDING THE DIFFERENCE BETWEEN BUYER’S WINNING BID PRICE AND THE RESALE PRICE, COSTS OR RESALE AND ANY LOSSES INCURED BY IME, OR IME’S CLIENT AS A RESULT OF BUYER’S DEFAULT.

After Buyer has removed any item from IME’s possession or within two (2) days of the date of the auction, whichever is sooner, IME shall have no obligation to make any adjustment or accommodation to Buyer because of any mistake in quantity with respect to such item or items. Buyer must make all requests for adjustments in writing to IME before any item is removed from the premises where the auction is conducted. Without limiting the foregoing, IME shall not be responsible for damages or losses caused by strikes, civil disorders, act of nature, government delay or imposed sanctions, machinery movers, riggers, or acts of God.

If for any reason there is a final determination made by IME that IME is unable to deliver clear title or ability to remove any Goods purchased by Buyer, IME’S sole liability shall be to return all sums paid by Buyer to IME in respect of such Goods. Buyer/Bidder hereby agrees that under all possible circumstances, IME’S maximum liability in any and all auctions and sales transactions is hereby limited to refunding the purchase price actually paid by the Buyer or Bidder for the applicable sale or auction transaction.

MINIMUM OR RESERVE PRICES- IME, 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 buyers at any auction. IME reserves the right to confirm or reject the final bid. Further, IME and/or its affiliates or subsidiaries, may bid at the auction either for its own account or on behalf of a third party.

IME, in its sole discretion, reserves the right to refuse the bid or cancel the lot sale of any person without providing any notice or reason therefore.

IME, in its sole discretion, shall control all bidding increments, closing time extensions and advances at any auction. IME 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 IME believes was made illegally or in bad faith. In the event of a dispute among Bidders, or tie bid, IME may, in its sole discretion, either accept what it deems to be the final bid or re-open the lot to solicit further bids on the item in dispute. No returns or refunds will be permitted, unless authorized by the IME in writing.

IME reserves the right, in its sole discretion, to sell items advertised at a public auction sale, on a piece-by-piece basis or as a complete lot. Without limiting the generality of the foregoing, IME may accept a complete lot bid and then conduct an item by item auction, which auction shall be effective only if the total proceeds therefrom exceed the amount of the complete bid.

All information provided by IME to a Buyer, including without limitation, and 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, IME shall have no responsibility whatsoever for investigation and inspection of any and all Goods.

The auctioneer may add other terms and conditions of sale, such additional terms and conditions to be announced prior to the auction.

If IME is selling or auctioning and Goods on behalf of a third party owner, IME shall act as an agent only and shall have no liability whatsoever for the act of any owner/principal of the third party.

COMPLIANCE- If the Buyer fails to comply with any of the Terms and Conditions herein, in addition to the remedies provided for Default, IME shall have the rights and remedies available to it at law and in equity. Without limiting the generality of the foregoing, IME 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 IME (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 IME’S rights, including, without limitation, legal fees and costs and expenses related to the resale of Goods, including storage and rigging fees.

As a prerequisite to asserting any claims against IME, a Buyer must set forth those claims in writing in sufficient detail to advise as to particulars of such claim and deliver it by Certified Mail, Return Receipt Requested, to IME within thirty (30) days of the conclusion of the auction at its address at PO Box 438, 214 N Main St., Deerfield, WI 53531. Any dispute of any nature whatsoever asserted by a Buyer against IME shall be instituted within one (1) year of the assertion of its written claim in a state or federal court in Dane County, Wisconsin, which shall have sole jurisdiction over such dispute. Any claim that IME may have against the Buyer arising out of its default under the terms of this Agreement, shall similarly be instituted in Dane County of Wisconsin to which jurisdiction the Buyer irrevocably consents. Costs and attorneys’ fees shall be awarded to the prevailing party. Each Bidder herby waives trial by jury in any action, proceeding or counterclaim brought by any Bidder against IME on any matter arising out of or in  any way connected with these Terms and Conditions, the auction, the Goods or the purchased Goods.