Ordered by the United States Bankruptcy Court, Eastern District of California, Sacramento Division, Case #20-21743 in the matter of Path Labs LLC
Auction Date: lots start closing on July 7th at 11:00 AM PT
Inspection/Preview: July 6th - 10:00 AM - 3:00 PM PT
10% Buyers Premium applies on all online purchases.
We will only be accepting cash, cashier's check or wire transfer for payments. NO CREDIT CARDS WILL BE ACCEPTED.
Sales Tax: 8.75%
Removal: Full removal must be completed by July 9, 2020 at 4:00 PM PT. Removal is by appointment only. Buyers are responsible for removing all of their purchases. Tranzon does not provide rigging or shipping services and is not responsible for any rigging or shipping issues. It is the buyer's responsibility to hire a rigger or otherwise provide for the removal of items.
Buyers will also be responsible to facilitate any and all paperwork involved with removing items across borders. We will not assist with any customs paperwork.
Summary of Terms: All items are sold "as-is, where-is" with no representations or warranties of any kind; 10% Buyer’s Premium; 8.75% sales tax applies; vehicles: buyer is responsible for paying all sales tax directly to the California Department of Motor Vehicles. full payment by cash, cashier's check or wire transfer due within 24 hours; full removal within 48 hours; buyer responsible for all past due DMV fees; see complete Terms and Conditions.
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Terms and Conditions
All items, property or product offered for sale ("Items", "Property", "Product") are offered by Tranzon Asset Strategies (“Agent”), as an agent of the United States Bankruptcy Court, Eastern District of California, Sacramento Division, Case #20-21743 in the matter of Path Labs LLC (“Seller”), subject to the following general terms of sale (“General Terms of Sale”), which, combined with any supplemental or revised terms posted in materials, on the web or as announced by Agent at the time of sale (“Sale Specific Terms”), make-up the complete and entire Terms of Sale (“Terms of Sale”) that govern any sale by Agent to a Buyer. References to “Landlord(s)” throughout these terms shall be defined to include the property owners of each sale location upon which Items are located (“Sale Site”).
1. Registration, Deposit and Payments.
All persons participating in the Sale, whether or not successful at purchasing Property, (referred to as a “Bidder” or “Buyer”) must register to become eligible to participate in the Sale, and must provide complete and accurate information as required by Agent. This information may be used as necessary to ensure Buyer’s fulfillment of its obligations as defined herein. Information obtained at the time of registration will also opt Buyer into Agent’s sale notification system, which may be opted out by following the instructions at the bottom of each Sale notice. Buyer’s information will not be sold, or otherwise shared with other companies, with the exception of the Seller and, in the case of a legal sale, to those parties as may be dictated by the rules governing the sale process.
In order to qualify to bid, Buyer must provide Agent with a valid credit card. An authorization of $1,000.00 will be placed against the credit card for deposit purposes.
Unless posted otherwise in the Sale Specific Terms, Payment of the Balance Due (“Final Payment”) is required by 12:00 noon PT on the day following the Sale.
Final payments must be cash, cashier's check or wire transfer only. NO CREDIT CARDS WILL BE ACCEPTED FOR PAYMENT. All Deposits and payments must be made in U.S. Dollars. IRS regulations require us to report all cash payments, as defined by the IRS, exceeding $10,000 from any one purchaser for one transaction or two or more related transactions.
2. Buyer’s Premium. A 10% Buyer’s premium will be added to the price of each item purchased. The Buyer's Premium becomes part of the purchase price, and is subject to sales tax.
3. Taxes. When required by law, Agent shall collect and Buyer shall pay all sales/use taxes or other applicable taxes, which will be added to the purchase price, including the Buyers’ premium, on all purchased items. The sales tax rate for the auction location is 8.75%. VEHICLES: AGENT WILL NOT COLLECT SALES TAX ON VEHICLES - BUYER WILL BE RESPONSIBLE FOR PAYMENT OF ALL SALES TAX TO THE CALIFORNIA DEPARTMENT OF MOTOR VEHICLES. Buyers who purchase for resale must fax or email to Agent documentation to prove their exemption status, including, but not limited to, their resale permit and a completed and signed resale certificate form, without which all applicable taxes will be charged by Agent. Buyers purchasing from out-of-state are required to provide a Bill of Lading proving that the purchased Items are being transported directly out-of-state by a common carrier. Sales/use taxes will be refunded in full to Buyers who prove their qualified exemptions as described above at the time documentation deemed acceptable by Agent is received by Agent, provided such information is submitted within 7 days of the Sale closing. Agent reserves the right to reject any claim for sales tax exemption that it believes to be insufficient to satisfy the scrutiny of the applicable taxing authority. Buyer’s obligation to make payment, in full, for all items purchased, is not contingent upon or subject to any determination by Agent regarding Buyer’s sales/use tax exemption status or the timely notice in which Buyer’s sales/use tax exemption status is provided to the Buyer.
4. Bidding. Agent reserves the right to add to, group, withdraw, re-catalog items in all Sales, or to sell in any order Agent deems suitable, as well as adjust minimum bids and/or reserve prices and extend or shorten closing times. In the event there is a dispute between two or more claims of entitlement as the successful bidder, Agent reserves the right to resell the item(s) in dispute.
Buyers participating online are responsible to confirm submittal of online bids for accuracy. When offered, Internet bidding is provided via a 3rd Party Bidding System. Under no circumstances shall Buyer hold Agent liable for system failures resulting in Buyer’s bid not being properly submitted. All bidding and subsequent transactions shall be in U.S. dollars.
5. Representations. Agent makes every effort to provide accurate information about the items being sold; however, in no other way is accuracy of same guaranteed by Agent. Neither Seller nor Agent will assume responsibility for Buyer’s bidding errors. Buyers shall be deemed to have relied entirely upon their own inspections and investigations. Buyers are recommended to inspect all items. When provided, descriptions, photos, conditions, dimensions, etc. are offered as a guide only. In certain cases, a photo of like product may be used to represent several different lots. Photos may also capture nearby items not listed as part of the lot. Agent shall not be held responsible for such errors as posting the wrong photo, description, condition, dimension, etc. for an item. When in doubt, please physically inspect or bid accordingly.
6. Sale of Vehicles. All costs associated with registration or transfer of title (including past-due registration fees and penalties) are the responsibility of purchaser. Buyers will be provided with an Application for Duplicate or Paperless Title (DMV Form REG 227) and a certified copy of the Court Order giving Seller authority to transfer title. The buyer must register the vehicle after purchasing it within time frames set forth by the California Department of Motor Vehicles. Buyer assumes full responsibility for transfer and ownership. All emission related repairs are the responsibility of the buyer. Past due DMV fees posted are based on information received from the California Department of Motor Vehicles website - buyers assume responsibility for verifying this information.
7. All Sales are Final. A successful bid at Auction, whether live or online, constitutes acceptance of the Terms of Sale and is a legally binding contract of sale. All sales are final. There will be no refunds, returns or exchanges.
8. Removal of Items Purchased. Full removal must be complete by 4:00 PM PT on July 9, 2020. All Items purchased must be paid in full before Items will be released from the premises. Buyer is solely responsible to pick up its purchased Items within the timeframes provided. Buyer must provide its invoice at time of pickup. All Items must be removed by Buyer at its own risk and expense, and in compliance with all applicable laws, regulations or ordinances. Quantities should be checked by Buyer or their agent before removal of items. No allowances will be made for claims or shortages once Items have been removed.
Buyer is responsible to arrange to have its purchased Items packed, insured, rigged, moved or shipped, and shall accept full responsibility for all labor, materials and costs necessary to complete its removal, as well as any damages, losses, acts or omissions related to Buyer's removal of purchased Items from the Sale Site. Buyer represents that it is familiar with the Item(s) it is purchasing, as well as their condition, location, contents, etc., and is purchasing such Item(s) with a knowledge and understanding of the removal requirements of the Item(s), including any regulations related to the dismantling, rigging or moving of the Item(s). In the event Agent assists Buyer with any part of the removal process, it does so as a courtesy, and shall assume no responsibility for damages, losses, acts or omissions of any packer, carrier, rigger or mover, whether or not such packer, carrier, rigger or mover is recommended by Agent. Agent is under no obligation to provide materials or other services, and in no event will be liable for damage to Buyer's purchased Items regardless of cause. In the event buyer uses a third party to remove their Item(s), buyer is responsible to coordinate such removal within the posted checkout times for each specific sale with their 3rd party service providers. Buyers are also responsible to provide their 3rd party service providers with Agent Release Authorizations.
In the event the removal of an item results in damage to the Sale Site and/or the creation of trash and debris on or around the Sale Site, Buyer shall be responsible for associated repair and clean up of the Sale Site.
9. Export. Buyer is responsible to obtain proper licenses, where required for the export of any items that are considered controlled commodities and which are restricted from export outside of the United States without proper export licenses. Buyer further agrees to fully comply with all applicable export control laws, regulations, rules, and orders of the United States and all other applicable jurisdictions, and will not export, re-export, release, or transfer (collectively "export"), directly or indirectly, any Equipment, or enter into any transactions, for any proscribed end-use, or to or with any proscribed country, entity, or person (wherever located), including but not limited to those entities and persons listed on the U.S. Government's Denied Persons List, Unverified List, Entity List, Debarred Parties List or Specially Designated Nationals List, without first obtaining at its own expense written authorization from the U.S. Government. Agent will have the right to cancel any sale at any time in the event it determines, in its sole discretion, that the sale does or may violate applicable U.S. export control or similar laws.
10. Failure to Remove Purchased Items. In the event Items (including portions of a lot) are not removed by Buyer in the timeframes allotted, the Items shall be deemed abandoned and subject to the following actions without any further notice to Buyer: (i) Buyer may lose any right, title or interest Buyer has acquired in the Item(s); (ii) Agent, Seller or Landlord, in their sole discretion, may reposes the Items and retain title for their own interests; and/or (iii) Agent, Seller or Landlord may arrange for the Items to be discarded, removed, stored or resold, and shall be entitled to any costs associated with these actions and/or any other charges, fees, and expenses incurred as a result of Buyer's failure, including all attorney fees and costs incurred by Agent, Seller and/or Landlord to enforce Buyer’s obligations hereunder.
11. Failure to Pay. In the event Buyer fails to pay the entire purchase price by the payment deadline, Agent may retain and/or recover, upon demand, from Buyer the required Deposit per Paragraph 1 as liquidated damages for such failure. In addition thereto, Agent may, at its discretion, either resell Buyer's items at a public or private sale without further notice to Buyer and/or dispose of the item at Buyer’s sole expense. Any difference between the bid price for an item by the defaulting Buyer and the price received by Agent at a resale shall be paid to Agent by the defaulting Buyer. In addition, a defaulting Buyer shall be deemed to have granted Agent a security interest in the item, which Agent shall retain as collateral security for Buyer’s obligation to Agent.
12. Non-Delivery. Until such time as purchased items are removed from the premises by the Buyer, Agent shall have the right to cancel or void the sale of any such items purchased by Buyer. Agent shall have no liability to Buyer due to the non-delivery of any purchased item other than the return of Buyer’s deposit or payment for a canceled or voided sale item. No claim of any kind for purchased items, whether or not based on negligence, shall be greater in amount than the purchase price paid by Buyer.
13. Absence of Warranties. The condition of the items being offered varies. The Buyer understands and agrees: (1) that any description or sample of the items given or furnished by Agent is solely for identification, and does not create any warranty expressed or implied, that the item actually conforms to such description or sample, (2) that Buyer or agent on Buyer’s behalf has inspected or has had the opportunity to inspect, all of the items upon which Buyer will be bidding and/or does purchase, (3) that all items are purchased and accepted by Buyer “AS IS”, “WHERE IS” and “WITH ALL FAULTS”. AGENT MAKES NO REPRESENTATIONS, WARRANTIES OR GUARANTEES WHATSOEVER WHETHER WRITTEN, ORAL OR IMPLIED AS TO QUALITY, QUANTITY, CONDITION, USABILITY, SALABILITY, WEIGHT, MEASUREMENT, DATE OF EXPIRATION YEAR, MODEL, MECHANICAL CONDITION, PERFORMANCE, OR OTHER SPECIFICATIONS, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR WARRANTY AGAINST PATENT, TRADEMARK, COPYRIGHT OR TRADE SECRET INFRINGEMENT, (4) THERE IS NO WARRANTY RELATING TO QUIET ENJOYMENT, OR THE LIKE IN THE DISPOSITION OF ANY OF THE ASSETS." Buyers are hereby advised that the Agent and Seller have no knowledge with respect to, and have no obligation to investigate, the merchantability or fitness for any particular purpose or use of any of the Assets. (5) in the event there are manufacturer warranties in effect for the item purchased, Buyer must make all claims hereunder directly with the provider of the warranty. NO WARRANTY OR REPAIR PROGRAM FOR THE ASSETS IS BEING OFFERED AS PART OF THE SALE. No statement or statements of any other paragraph herein shall be construed to in any way contradict the provisions of this paragraph.
14. Buyer’s Responsibility. Upon the Agent's declaration of an item as "Sold" and Buyer’s full payment, title to the offered lot shall pass to the Buyer, who shall forthwith assume full risk and responsibility for the lot. Dependent upon the Item(s) value, Buyer may consider taking steps to have the Item(s) insured as of such transfer of title Buyer is solely responsible to provide any personnel, equipment or material needed to pick up items purchased and shall assume all responsibility for the removal of any item purchased at the sale and any and all risks associated with such removal including, without limitation, the responsibility for providing licensed, qualified and bonded professionals to ensure proper water, gas and/or power disconnection, and to leave the Sale Site in a safe condition, undamaged by the removal process. Agent retains the right to prohibit and stop the ongoing removal of any item, by a Buyer, which Agent, at its’ sole discretion, determines is not being removed in a professional and reasonable manner.
15. Acts of Others. All persons entering the Auction premises acknowledge that an auction site is a potentially dangerous place, which includes the operation of equipment and access to certain lots and areas that may be inherently dangerous. Every person, which includes, but is not limited to the Buyer, as well as Buyer’s representatives, agents and associates, who enter the auction site, before, during and after the auction sale shall be deemed to be there at their own risk with notice of the condition of the premises, the activities on the premises and the conduct of any third parties and shall so advise their agents, employees and associates. No person shall have any claim against Agent, Seller or Landlords, or any of their respective agents, employees or principals at any Sale Site, for any injuries sustained nor for damages to or loss to persons or property which may occur from any cause whatsoever. Agent, Seller and Landlords, as well as their agents, employees or representatives, shall not be liable by reason of any defect in or about the condition of the premises on which the auction is held. Buyer specifically releases Agent, Seller and Landlords, as well as their agents and representatives from all liability thereof.
16. Limits of Liability. In no event shall Agent’s liability to Buyer exceed the purchase price actually paid for an individual item or lot. A Buyer’s claim shall be limited to the amount paid for the merchandise, and shall not extend to any obligation, risk, liability, right, claim, remedy for loss of use, revenue or profit, liability of Buyer to any third party, personal injury, or any other direct, indirect, incidental or consequential damages. Buyer further acknowledges that each item it purchases at the sale represents a separate transaction, and that no one transaction shall be conditioned upon another transaction. Buyer hereby holds Agent, Seller and Landlords harmless from: (1) the acts or omission of any party who provided any items to Agent for sale, (2) the acts or omission of the owner or Lessor of the Sale Site or the site where the Items are stored, (3) any claims Buyer may have against Agent, Seller, Landlords, or any former owner of the property being sold, (4) Buyer’s failure in any way to properly inspect items and/or fulfill its obligations per the terms and conditions of the sale, as indicated within this document or as announced by Agent at the time of sale. In the event Buyer provides a deposit or payment using a Credit Card, Buyer acknowledges that it is purchasing under the As-Is, Where-Is terms of the Sale and that Buyer shall waive all rights of charge back based on any claims of misrepresentation, non-delivery or non-performance.
17. Assignment of Rights. Buyer acknowledges that its failure to comply with the Terms of Sale may result in damages incurred by Agent, Seller and/or Landlords (“Damaged Party”). Buyer hereby authorizes Agent to assign Agent’s rights under this Agreement to any Damaged Party, so that the Damaged Party may pursue Buyer directly to recover losses incurred.
18. Right of Removal. Agent reserves the right to remove any person from the Sale Site, as well as to refuse an individual’s bid, whether offered live, by proxy or by Internet. Agent further reserves the right to deny registration or auction participation to any party, and may revoke such privilege at any time.
19. Indemnification. Buyer shall indemnify, hold harmless and defend Agent, Seller and Landlords, from and against any and all losses, damages, liabilities and claims, including attorney fees, costs and expenses arising out of based upon or resulting from: (1) failure to secure all safety equipment and to meet all applicable government safety standards in removing items purchased or used by Buyer, (2) failure to comply with safety instructions issued to Buyer from Agent, (3) any act or omission of Agent, Seller, Landlords or their respective agents, representatives or employees, relating to or affecting the items bid on or purchased by Buyer, (4) the claim of any third party claiming or challenging title to any items purchased by Buyer or claiming infringement of any proprietary interest, (5) the claim of any person resulting from Agent offering for sale or selling the items purchased by Buyer, (6) any injury to Buyer or any other person or property of any type whatsoever caused during the inspection, dismantling, removing or transporting of items purchased by Buyer.
20. Bidder’s Number. The bidder’s number is nontransferable. All bids made using the bid number will be the responsibility of Buyer.
21. Governing Law. The validity, construction and performance of these Terms of Sale shall be governed by the United States Bankruptcy Court, Eastern District of California, Sacramento Division. The prevailing party shall be entitled to reimbursement by the losing party of all statutory and non-statutory costs and expenses, including, but not limited to, all of its attorney fees.
22. Severability. If any provision of these Terms of Sale is deemed to be illegal, invalid, or unenforceable, the legality, validity, and enforceability of the remaining parts shall not be affected.