All Sales are final. All Items are AS IS / Where IS!!! 1. THE UNDERSIGNED (“BUYER”) ACKNOWLEDGES THAT S/HE/IT HAS CONDUCTED A THOROUGH INSPECTION OF THE ITEMS BEING PURCHASED. ALL ITEMS ARE SOLD IN AN “AS-IS, WHERE-IS, AND AS INSPECTED” CONDITION WITH ANY AND ALL FAULTS. WHILE DESCRIPTION IN PRINTED MATERIALS ARE BELIEVED TO BE CORRECT, THE SELLER MAKES NO WARRANTIES OR GUARANTEES, EXPRESSED OR IMPLIED, AS TO THE GENUINENESS, AUTHENTICITY OR MERCHANTABILITY OF, OR DEFECT IN ANY ITEM, AND WILL NOT BE HELD RESPONSIBLE FOR ANY DISCREPANCIES OR INACCURACIES. ANY AND ALL WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING ((WITHOUT LIMITATION) AS TO THE MERCHANTABILITY OF ANY ITEM OR FITNESS FOR A PARTICULAR PURPOSE) ARE HEREBY DISCLAIMED. NO WARRANTIES ARE MADE AS TO THE MERCHANTABILITY OF ANY ITEM OR THEIR FITNESS FOR ANY PURPOSE. 2. INFORMATION CONTAINED IN LISTING(S) IS SUBJECT TO “BUYER” VERIFICATION AND INSPECTION. EVERY EFFORT IS MADE TO ENSURE THE DESCRIPTION AND PHOTOS MATCH. YOU ARE BIDDING ON THE ITEM DESCRIBED, AND NOT PHOTO. NO ASSUMPTIONS SHOULD BE MADE ON PHOTOS. THE SELLER, SELLERS AGENTS AND/OR REPRESENTATIVES, HILCO FIXED ASSET RECOVERY, IT’S AFFILIATES, REPRESENTATIVES AND/OR AGENTS, ARE ALL HELD HARMLESS AGAINST ANY/AND ALL CLAIMS AND HAVE NO LIABILITY FOR ITS ACCURACY, ERRORS, OR OMISSIONS; IN ADDITION TO ANY ISSUES THAT MAY RESULT DUE TO THE AUCTION SITE AND ANY ISSUES THAT MAY ARISE DUE TO MALFUNCTION(S) OR INTERNET ISSUES AT ANY POINT DURING THE PROCESS. 3. Payment must be made on the day of purchase. Payment may be made by PayPal, Visa, MasterCard, American Express, or Discover if accepted at the location. When paying by credit card, Buyer is waiving any/all rights to initiate a credit card chargeback against the transaction. Limit on Credit Card Payments is $5,000.00 USD; amounts above $5,000.00 will require a wire or ACH payment. 4. Applicable state sales tax will be added to all purchases. Exempt Buyers must provide the Seller a copy of their sales tax exempt certificate at the time of purchase. Seller will retain a copy of the certificate for the sales records. Buyers unable to provide tax-exempt certificate to Seller at the time of purchase must pay all applicable taxes and seek refunds through appropriate government agencies. Seller will not provide tax refund. 5. Ownership title passes upon payment of the purchase price, and thereafter the property is at the risk of the Buyer, and the Seller shall not be responsible for the loss or damage to any article due to theft, fire breakage, or any cause whatsoever, however occasioned. 6. Removal shall be at the sole expense, liability and risk of the Buyer. Buyer is responsible for providing all labor, material and equipment to properly execute removal; to the extent required by applicable law. Buyer shall use licensed persons to perform all aspects of the removal (including (without limitation) licensed contractors, electricians, riggers, and plumbers). Buyer is solely responsible to provide any personal, equipment or material needed to pick up and/or remove purchases and shall assume all responsibility for the removal of any item of property purchased at the sale and any and all risks associated with such removal including, without limitation, the responsibility for providing licensed and bonded professionals to ensure proper water, gas and/or power disconnection, and full financial responsibility for any damage or liability to persons or property resulting from any act or omission of Buyer or any Buyer’s employees, agents, independent contractors, and/or representatives during pick-up and/or removal. Buyer agrees that in the event purchased items contains any environmental hazards, toxic waste or other type of hazardous material or substance (collectively, “HAZMAT”) in any form whatsoever, Buyer shall provide evidence that buyer or its employees, agents, independent contractors, and/or representatives are licensed for the removal of items and shall comply with all applicable local, state and federal status, ruled, laws, ordinances, codes, and regulations. Neither Seller, its agents nor its representatives shall have any responsibility for HAZMAT or containment, storage or removal thereof. Weekend “tear-down” and removal during the inventory sale period (if applicable ) will not be allowed without the written approval of Seller. 7. Buyer must remove all purchased items. There is no right of abandonment. Buyer subject to any expenses associated with the removal of any items not removed. 8. Seller shall not be responsible for non-delivery to any Buyer of any item purchased, other than refund the deposit or sum paid on any item due to Seller error. The liability of Hilco Fixed Asset Recovery and Seller is limited to the refund of the bidder’s purchase price. 9. The Seller reserves the right to withdraw any listed item from the sale, to sell items that are not listed, to group one or more items into one, to subdivide items and to sell any/all items in bulk. 10. In the event the Buyer fails to comply with any of the terms and conditions of the sale, the Seller may sue buyer for damages. Buyer agrees to pay any and all charges and expenses incurred by reason of any breach of the terms and conditions of this sale, including, without limitation, reasonable attorney fees. Any items remaining at the removal site after the allotted removal period will be considered abandoned by the Buyer, all rights to items will be forfeited, all monies will be retained by Seller, and the items will be re-sold or otherwise disposed of immediately at Seller’s discretion. Buyer will lose any right, title or interest Buyer may have acquired and the items shall revert to and re-vest in the Seller without further notice to Buyer. 11. These written terms and conditions of sale supersede any other terms and conditions, either written or verbal and cannot be modified. 12. Buyer hereby agrees to and shall indemnify, defend and hold Seller, its subsidiaries and affiliated companies, and their respective directors, officers, representative, independent contractors, and employees, harmless from any third party liability (including reasonable attorneys’ fees and court costs) occurring or arising by reason of or relating to Buyer’s or its subsidiaries and affiliated companies, or their respective directors, officers, representatives, independent contractors, or employees (i) breach of these terms and conditions, (ii) damage to persons or property at the location(s) of the items purchases, or (iii) negligent, willful or unlawful acts or omissions. 12a.All buyers must obtain a Certificate of Insurance (COI) before you will be allowed to remove any items from the store. The Certificate of Insurance requirements can be found in the Payment Instructions above. It is each buyers responsibility to provide this proof of Insurance to the On-Site Supervisor. 12b.All items are taxed at 8.63%. If you are Tax Exempt, you will have to apply for a refund through the proper government agencies. 13. HILCO FIXED ASSET RECOVERY RESERVES THE RIGHT TO ADD, REMOVE, ADJUST AUCTION CATALOG, SPLIT/COMBINE LOTS, ADD/EDIT RESERVES/MINIMUMS, CANCEL, SUSPEND, EXTEND OR RESCHEDULE ITEMS FOR AUCTION; IN ADDITION TO CHANGING AUCTION CLOSING, PREVIEW, OR REMOVAL DATES. 14. AUCTION IS OF STORE FIXTURES & EQUIPMENT ONLY. MERCHANDISE IS NOT INCLUDED. ***ALL BUYERS MUST AGREE AND ADHERE TO THE FOLLOWING *** * Obtain certificates of insurance naming Best Market & Hilco as additional insured at levels required by Best Market from all parties removing equipment Supply Certificate of Insurance for 2 million, before any Gondola / Refrigeration / is dismantled. * Will not remove equipment or anything that is considered part of the building or belonging to the landlord. * Responsible for inside and outside store lighting, fire and burglar alarms to remain fully functional to the building during and after equipment removal. Fire & Sprinkler systems can only be put on test 8 hours at a time. * Leave all air conditioning, gas and plumbing fixtures intact and in their present operating condition. * Leave all doors including traffic impact swing doors, automatic doors, hollow metal roll-up or overheard doors in their present operating condition. * Leave all fire and burglar alarm systems in their present operating condition. * Leave all compactor doors and chutes in securely in place Seal any holes to building with a waterproof chalking from removal of the compactor Responsible for any damage to building during removal of Compactor Repair any damages to building immediately and be approved by Hilco. * Leave all electrical lines from removed equipment capped inside a covered junction box. If Junction box is not present, a covered junction box is to be installed. No taped wires will be left exposed Each floor junction box to be spray painted with red or orange paint, to identify a tripping hazard Do no spray floor tiles * Must use a licensed Electrician for any disconnects * Cut all floor bolts flush at floor level * Repair any damage (ordinary wear and tear excepted) caused by Buyer to the Location from the removal of the FF&E, which repair obligation includes filling holes in wallboard upon removal of fasteners; provided, however, that, for the avoidance of doubt, the foregoing repair obligation does not include the obligation to repair any pre-existing damage that is discovered during the Term as a result of the FF&E resale / disposition / removal process contemplated by this SOW or damage caused by the Company or non-Hilco Parties. * Remove all interior and exterior debris caused by the removal of equipment. * Provide all labor, materials and equipment to dismantle equipment. * Provide necessary dumpsters at their cost. * Leave all compactor doors and chutes securely in place Seal any holes to building from removal of the compactor. Responsible for any damage to building during removal of compactor. Buyers must repair any damages to building immediately and by approved by Hilco * Dispose any Hazmat Materials (lights, bulbs, ballasts, etc...) from purchased equipment at Buyer's expense. * Brace to the closest wall / ceiling any fire strobes attached to purchased equipment. * Keep all working areas in broom swept condition. ***BUYER MAY BE ASKED TO SIGN A SOW THAT ATTESTS TO THEIR ACCEPTANCE OF THESE TERMS *** **QUESTIONS, CONTACT: RUSS HODDER RUSS@HODDER.US 616-514-7808 **