Caterpillar 1042 Pull-Type Scraper

THE HERITAGE EXCHANGE ONLINE AUCTION TERMS & CONDITIONS Effective Date: July 4th, 2026 Last Revised: July 4th, 2026 ARTICLE I INTRODUCTION Welcome to The Heritage Exchange. These Online Auction Terms & Conditions ("Terms") govern every auction, timed auction, online marketplace listing, Buy It Now transaction, private sale, consignment sale, and any other transaction facilitated by The Heritage Exchange ("Heritage Exchange," "we," "our," or "us"), whether conducted through Proxibid, our website, another online marketplace, or any future sales platform operated or authorized by The Heritage Exchange. By registering to bid, placing a bid, submitting an offer, purchasing an item, or otherwise participating in any sale conducted or facilitated by The Heritage Exchange, each participant acknowledges that they have read, understood, and agreed to be legally bound by these Terms & Conditions. These Terms exist to establish a fair, transparent, and efficient marketplace while protecting the interests of buyers, sellers, and The Heritage Exchange. Participation in any auction constitutes acceptance of these Terms regardless of whether the participant completes a purchase. If you do not agree to these Terms, you must not register, bid, or participate in any sale conducted by The Heritage Exchange. ARTICLE II DEFINITIONS For purposes of these Terms & Conditions, the following definitions shall apply: 2.1 Heritage Exchange "The Heritage Exchange," "Heritage Exchange," "THE," "we," "our," or "us" means The Heritage Exchange and its owners, officers, employees, agents, representatives, contractors, affiliates, successors, and assigns. Unless expressly stated otherwise in a particular listing, The Heritage Exchange acts solely as a marketing, advertising, auction, and transaction facilitator between buyers and sellers and is not the owner of the property being offered for sale. 2.2 Seller "Seller" means the individual, company, business entity, financial institution, governmental agency, or other party offering property for sale through The Heritage Exchange. 2.3 Bidder "Bidder" means any individual or entity that registers to participate in an auction or submits a bid through any platform authorized by The Heritage Exchange. 2.4 Purchaser "Purchaser" or "Buyer" means the highest accepted bidder or any person or entity that successfully purchases property through an auction, negotiated transaction, or Buy It Now listing facilitated by The Heritage Exchange. 2.5 Auction "Auction" includes, but is not limited to: Timed online auctions Live webcast auctions Simulcast auctions Marketplace listings Buy It Now listings Negotiated sales Private treaty sales Consignment sales Any future selling method offered or facilitated by The Heritage Exchange 2.6 Auction Item "Auction Item" means any equipment, vehicle, trailer, implement, attachment, agricultural equipment, construction equipment, commercial truck, recreational vehicle, industrial asset, inventory, personal property, or other item offered for sale through The Heritage Exchange. 2.7 Platform "Platform" means Proxibid or any other online bidding platform, website, software application, mobile application, or marketplace through which Heritage Exchange conducts or facilitates sales. 2.8 Buyer's Premium "Buyer's Premium" means the additional fee charged by The Heritage Exchange to the Purchaser, calculated as five percent (5%) of the final accepted purchase price unless otherwise disclosed in the applicable auction listing. 2.9 Binding Purchase Agreement A Binding Purchase Agreement is created immediately upon acceptance of the highest bid or acceptance of a Buy It Now purchase by the Seller or The Heritage Exchange, whichever occurs first. Once created, the Purchaser becomes legally obligated to complete the transaction according to these Terms. 2.10 Business Days Business Days mean Monday through Friday, excluding federally recognized United States holidays. 2.11 Written Notice Written Notice includes communications delivered by email, electronic messaging through the auction platform, certified mail, overnight delivery service, or any other method approved by The Heritage Exchange. Electronic communications shall satisfy any requirement for written notice under these Terms. 2.12 Singular and Plural Words used in the singular include the plural and vice versa whenever the context requires. Words importing one gender include every gender. Headings are included solely for convenience and shall not affect interpretation of these Terms. These Terms & Conditions shall be interpreted fairly and reasonably to promote the orderly conduct of auctions and the efficient resolution of disputes while preserving the rights of buyers, sellers, and The Heritage Exchange. ARTICLE III BIDDER ELIGIBILITY, REGISTRATION, AND ACCEPTANCE OF TERMS 3.1 Eligibility to Participate Participation in any auction conducted or facilitated by The Heritage Exchange is limited to individuals and legal entities capable of entering into binding contracts under applicable law. By registering to participate, each Bidder represents and warrants that: They are at least eighteen (18) years of age. They possess the legal authority to enter into a binding contract. Any registration submitted on behalf of a business, corporation, partnership, trust, or other entity is made by a person authorized to legally bind that entity. All information provided during registration is true, accurate, and complete. The Heritage Exchange reserves the right to request additional documentation to verify any Bidder's identity or authority at any time. 3.2 Registration Requirements All prospective bidders must complete the registration process required by the applicable auction platform before participating in any auction. Registration may require, including but not limited to: Legal name Business name (if applicable) Physical address Telephone number Email address Valid payment method Government-issued identification Tax exemption documentation (if applicable) Any additional information reasonably requested by The Heritage Exchange or the auction platform. Providing inaccurate, incomplete, misleading, or fraudulent information may result in immediate suspension or permanent removal from current and future auctions. 3.3 Identity Verification The Heritage Exchange reserves the right to verify the identity of any Bidder before, during, or after an auction. Verification may include requesting: Government-issued identification Proof of address Business formation documents Tax identification numbers Banking information Proof of available funds Financing approval Any other documentation reasonably necessary to confirm the Bidder's identity or financial ability to complete the transaction. Failure or refusal to provide requested information may result in registration denial, cancellation of bids, suspension, or cancellation of any sale. 3.4 Financial Qualification The Heritage Exchange reserves the right, in its sole discretion, to establish bidder qualifications for any auction or individual Auction Item. Prior to approving bidding privileges, Heritage Exchange may require evidence of financial ability to complete a purchase, including proof of funds, lender approval, or other documentation deemed appropriate. Approval to bid does not constitute approval of financing nor guarantee that financing will be available. The inability to obtain financing after placing a bid shall not relieve a Purchaser of any obligations under these Terms & Conditions. 3.5 Right to Refuse Registration or Bidding Privileges The Heritage Exchange reserves the unrestricted right, in its sole discretion and without prior notice, to approve, deny, suspend, revoke, or permanently terminate any person's bidding privileges. Without limiting this authority, Heritage Exchange may deny participation for reasons including, but not limited to: Previous non-payment Prior chargebacks or payment disputes Fraudulent activity Identity concerns Misrepresentation Auction interference Abusive or threatening conduct Attempts to manipulate bidding Violation of these Terms Failure to comply with auction instructions Suspected unlawful activity Protection of buyers, sellers, or the integrity of the auction process. The Heritage Exchange shall have no obligation to disclose the reason for denying or revoking bidding privileges. 3.6 Acceptance of Terms By registering, placing a bid, submitting an offer, clicking "Bid," "Buy It Now," or any similar action on an authorized auction platform, each Bidder acknowledges and agrees that: They have read these Terms & Conditions in their entirety. They understand these Terms. They voluntarily accept these Terms. They agree to be legally bound by these Terms. Electronic acceptance shall have the same legal force and effect as a handwritten signature. Failure to read these Terms shall not relieve any participant of their contractual obligations. 3.7 Bidder Responsibility Each Bidder is solely responsible for: Maintaining the confidentiality of their login credentials. All bids submitted using their account. Monitoring auction activity. Maintaining an internet connection sufficient to participate. Ensuring that all bids submitted are intentional and authorized. A Bidder shall remain responsible for any bids placed through their account regardless of whether the Bidder personally submitted the bid or allowed another individual to access the account. 3.8 Compliance with Applicable Laws Each Bidder agrees to comply with all applicable federal, state, and local laws, regulations, licensing requirements, import and export restrictions, and tax obligations associated with participating in an auction and purchasing Auction Items. The Heritage Exchange assumes no responsibility for determining whether a Purchaser is legally eligible to possess, transport, register, export, or use any Auction Item. Compliance with all applicable laws remains solely the responsibility of the Purchaser. 3.9 Reservation of Rights The Heritage Exchange reserves the right to interpret and enforce these Terms & Conditions in a commercially reasonable manner consistent with maintaining a fair, orderly, and efficient auction environment. The Heritage Exchange may waive strict compliance with any provision of these Terms in one instance without waiving its right to enforce that same provision in any future instance. No delay or failure by The Heritage Exchange to exercise any right under these Terms shall constitute a waiver of that right. ARTICLE IV AUCTION PROCEDURES AND BIDDING RULES 4.1 Auction Format The Heritage Exchange conducts online auctions through Proxibid and may conduct future auctions through additional online marketplaces or proprietary sales platforms. Each auction listing shall identify the applicable auction format, closing date and time, Buyer's Premium, payment requirements, and any additional auction-specific terms. The Heritage Exchange reserves the right to modify auction schedules, bidding procedures, opening or closing times, or other administrative procedures when reasonably necessary to ensure the fair and orderly conduct of an auction. 4.2 Binding Nature of Bids Every bid submitted constitutes an irrevocable offer to purchase the applicable Auction Item at the amount bid. Once submitted, a bid may not be withdrawn, modified, or cancelled except as expressly authorized by The Heritage Exchange or the applicable auction platform. Upon the close of an auction, the highest accepted bid creates a legally binding purchase agreement between the Purchaser and the Seller, subject to these Terms & Conditions. Bidders should not place bids unless they have the financial ability and intent to complete the purchase. 4.3 Bid Increments The Heritage Exchange or the auction platform may establish minimum bid increments for any Auction Item. The Heritage Exchange reserves the right to modify bid increments or bidding procedures at any time during an auction in order to maintain an orderly and competitive bidding process. No Bidder acquires any right to a particular bid increment or bidding sequence. 4.4 Determination of Winning Bid Unless otherwise announced, the highest accepted bid at the conclusion of an auction shall be declared the winning bid. The Heritage Exchange reserves the right to reject any bid, refuse any bidder, correct clerical errors, or cancel any sale when reasonably necessary to preserve the integrity of the auction. The electronic records maintained by the auction platform, together with the records maintained by The Heritage Exchange, shall constitute the official record of all bidding activity. 4.5 Bidder Responsibility Each Bidder is solely responsible for: Reviewing the Auction Item and all applicable terms prior to bidding; Monitoring the progress of the auction; Maintaining a reliable internet connection and compatible device; Ensuring all bids submitted through their account are intentional and authorized. The Heritage Exchange shall not be responsible for bids submitted in error, duplicate bids, misunderstood bid increments, accidental clicks, internet delays, device failures, browser incompatibility, or any other user-related error. 4.6 Technical Interruptions The Heritage Exchange is not responsible for interruptions or failures involving: Internet service providers; Mobile networks; Computer or mobile hardware; Software or browser compatibility; Electrical outages; Platform outages; Server interruptions; Delayed data transmissions; Cybersecurity incidents; or Any other technical event beyond the reasonable control of The Heritage Exchange. Technical difficulties experienced by a Bidder shall not invalidate a bid or completed sale. If The Heritage Exchange determines that a widespread technical issue materially affected the fairness or integrity of an auction, The Heritage Exchange may, in its sole discretion, postpone, suspend, reopen, extend, or cancel the auction. 4.7 Auction Extensions Certain auctions may utilize automatic bid extensions. When applicable, bids placed within the designated extension period may automatically extend the auction in accordance with the rules established for that auction or by the auction platform. The Heritage Exchange reserves the right to modify extension procedures when reasonably necessary to promote fair competition among bidders. 4.8 Clerical and Administrative Errors The Heritage Exchange reserves the right to correct any clerical, typographical, mathematical, cataloging, pricing, serial number, VIN, title, specification, photograph, administrative, or data-entry error discovered before or after an auction closes. If such an error materially affects an Auction Item or transaction, The Heritage Exchange may cancel the sale, reopen bidding, revise the listing, or take any other commercially reasonable action necessary to preserve the integrity of the transaction. 4.9 Right to Withdraw or Cancel The Heritage Exchange reserves the right to withdraw any Auction Item, suspend bidding, postpone an auction, or cancel an auction at any time before completion whenever circumstances reasonably require such action. Such circumstances may include, but are not limited to: Clerical or administrative error; Fraud or suspected fraud; Title concerns; Material changes in an Auction Item; Seller inability to complete the transaction; Duplicate listings; Court order; Government action; Bankruptcy proceedings; Platform malfunction; or Any circumstance beyond the reasonable control of The Heritage Exchange. If an auction is cancelled, the sole remedy available to any Bidder shall be the return of any funds actually received and retained by The Heritage Exchange with respect to the cancelled transaction. 4.10 Auction Administration To facilitate the orderly, competitive, and efficient conduct of auctions, The Heritage Exchange reserves the right to utilize any administrative features, tools, or procedures made available through the auction platform or otherwise available to The Heritage Exchange. Such tools or procedures may be used for legitimate auction administration, including correcting clerical errors, maintaining bid increments, resolving technical issues, managing bidding activity, facilitating the orderly conduct of an auction, and administering the auction in accordance with applicable law and the policies of the auction platform. The Heritage Exchange reserves the right to exercise its reasonable business judgment in administering any auction and shall not be obligated to disclose its internal administrative procedures, methodologies, or operational practices except as required by applicable law. 4.11 Resolution of Bidding Disputes In the event of any dispute involving: Bid timing; Bid sequence; Bid amount; Bidder identity; Technical issues; Platform records; Clerical errors; Auction closing procedures; or Winning bidder determination, The Heritage Exchange shall have the authority to resolve the matter in its commercially reasonable discretion. Such resolution may include reopening bidding, cancelling a bid, cancelling a sale, accepting a disputed bid, or taking any other action reasonably necessary to preserve the integrity of the auction. To the fullest extent permitted by law, the determination of The Heritage Exchange shall be final. 4.12 Good Faith Participation All bidders shall participate honestly and in good faith. Without limitation, prohibited conduct includes: Fraudulent registration; Identity misrepresentation; Bid manipulation; Collusive bidding; Auction interference; Circumvention of auction procedures; Unauthorized automated bidding; Attempts to disrupt the auction process; and Any conduct that The Heritage Exchange reasonably determines compromises the fairness or integrity of an auction. The Heritage Exchange may suspend bidding privileges, reject bids, cancel transactions, prohibit future participation, and pursue any remedies available under applicable law. 4.13 Non-Transferability of Winning Bids Winning bids and purchase rights may not be assigned, transferred, or sold without the prior written consent of The Heritage Exchange. The Heritage Exchange reserves the right to approve or deny any requested assignment in its sole discretion. ARTICLE V THE HERITAGE EXCHANGE'S ROLE; SELLER RESPONSIBILITIES; LISTING INFORMATION; ITEM DESCRIPTIONS; PHOTOGRAPHS; AND DISCLAIMERS 5.1 Role of The Heritage Exchange Unless expressly identified otherwise in a particular listing, The Heritage Exchange acts solely as an independent marketing, advertising, auction, and transaction facilitator between buyers and sellers. The Heritage Exchange generally does not own the Auction Items being offered for sale and is not the manufacturer, dealer, distributor, previous owner, operator, or user of the equipment. The Heritage Exchange's responsibilities are generally limited to marketing Auction Items, facilitating communication between buyers and sellers, administering the auction process, collecting and disbursing funds when applicable, and assisting in the completion of transactions. Nothing contained in any listing, advertisement, communication, or auction shall be construed as creating any ownership interest, partnership, joint venture, agency relationship, warranty, or guarantee by The Heritage Exchange regarding any Auction Item. 5.2 Seller Responsibilities Each Seller represents and warrants that, to the best of the Seller's knowledge: The Seller has the legal authority to sell the Auction Item; The information provided to The Heritage Exchange is materially accurate; The Seller has disclosed any known title issues or material restrictions affecting the sale; The Seller has not knowingly provided false or misleading information. The Seller remains solely responsible for the accuracy and completeness of all information supplied regarding an Auction Item. 5.3 Information Provided by Sellers Descriptions, specifications, photographs, videos, service records, maintenance history, serial numbers, hour meter readings, odometer readings, dimensions, capacities, operating condition, and all other listing information are provided primarily by the Seller or obtained from sources believed to be reliable. The Heritage Exchange may review, edit, organize, summarize, photograph, video record, or otherwise present such information for marketing purposes; however, The Heritage Exchange does not independently verify every statement or specification provided. Accordingly, The Heritage Exchange does not warrant or guarantee the accuracy, completeness, or reliability of any listing information. 5.4 Listing Information All information contained in auction listings is provided solely for identification and marketing purposes. Listing descriptions are intended to assist prospective purchasers in evaluating Auction Items but shall not be construed as representations, warranties, guarantees, or promises regarding: Condition; Quality; Merchantability; Fitness for a particular purpose; Performance; Mechanical reliability; Future serviceability; Compliance with laws or regulations; or Suitability for any intended use. Purchasers acknowledge that listing information should not be relied upon as a substitute for their own independent judgment. 5.5 Photographs and Videos Photographs, videos, drone footage, promotional materials, and other visual media are provided as a convenience to prospective purchasers. Such media may not depict every cosmetic imperfection, mechanical issue, missing component, repair, modification, defect, or condition affecting an Auction Item. Lighting, camera angles, image quality, editing, weather conditions, and display settings may affect the appearance of an Auction Item. The absence of photographs or video depicting a particular condition shall not be interpreted as evidence that such condition does not exist. 5.6 Equipment Remaining in Service Unless specifically stated otherwise, Auction Items may remain in active use by the Seller until possession is transferred to the Purchaser. Accordingly: Hour meter readings may increase; Odometer readings may increase; Cosmetic condition may reasonably change; Routine maintenance may be performed; Tires, tracks, cutting edges, wear components, batteries, fluids, filters, and similar consumable items may experience additional normal wear prior to delivery. Such ordinary changes shall not constitute grounds for cancellation of a sale. 5.7 Clerical Errors The Heritage Exchange strives for accuracy but cannot guarantee that every listing is free from typographical, clerical, transcription, formatting, or administrative errors. The Heritage Exchange reserves the right to correct any such error at any time and shall not be liable for losses arising from unintentional mistakes. 5.8 No Reliance By placing a bid, each Bidder acknowledges that they are relying upon their own business judgment and not upon any representation, warranty, opinion, or recommendation allegedly made by The Heritage Exchange. No employee, contractor, representative, photographer, marketing consultant, auctioneer, or other representative of The Heritage Exchange has authority to alter or expand the representations contained in these Terms unless expressly authorized in writing by an officer of The Heritage Exchange. 5.9 Third-Party Information Auction listings may contain information obtained from: Equipment manufacturers; Dealers; Previous owners; Service providers; Public databases; Inspection reports; Seller records; or Other third-party sources. While believed to be reliable, such information is not independently guaranteed by The Heritage Exchange. Purchasers assume all responsibility for determining the significance and accuracy of any third-party information. 5.10 Limitation Regarding Seller Statements Statements made by Sellers before, during, or after an auction are solely those of the Seller. The Heritage Exchange does not adopt, ratify, guarantee, or become legally responsible for any statement, promise, opinion, estimate, projection, or representation made by a Seller unless expressly confirmed in writing by an authorized representative of The Heritage Exchange. 5.11 Marketing Materials Brochures, advertisements, social media posts, emails, text messages, website content, promotional videos, catalogs, and other marketing materials are intended solely to promote Auction Items. Such materials are informational in nature and shall not create any express or implied warranty or modify these Terms & Conditions. If any conflict exists between promotional materials and these Terms & Conditions, these Terms & Conditions shall control. 5.12 Entire Responsibility for Purchase Decision Each Purchaser acknowledges that the decision to place a bid or purchase an Auction Item is made voluntarily and based upon the Purchaser's own independent evaluation of the available information. Purchasers accept full responsibility for determining whether an Auction Item meets their needs, expectations, intended use, and business objectives. The Heritage Exchange shall not be liable for any dissatisfaction arising from a Purchaser's subjective expectations or assumptions regarding an Auction Item. ARTICLE VI AS-IS, WHERE-IS SALE; DISCLAIMER OF WARRANTIES; ASSUMPTION OF RISK 6.1 AS-IS, WHERE-IS Sale Unless expressly stated otherwise in writing by The Heritage Exchange, every Auction Item is offered and sold strictly on an "AS-IS, WHERE-IS, WITH ALL FAULTS" basis. By submitting a bid or purchasing an Auction Item, the Purchaser acknowledges and agrees that the Purchaser is acquiring the Auction Item in its existing condition, location, configuration, and state of repair at the time the sale is completed. The Purchaser accepts all known and unknown defects, whether visible, hidden, existing, or later discovered. 6.2 No Express or Implied Warranties To the fullest extent permitted by applicable law, neither The Heritage Exchange nor the Seller makes any representation or warranty, express or implied, regarding any Auction Item. Without limitation, all warranties are expressly disclaimed, including any implied warranty of: Merchantability; Fitness for a particular purpose; Condition; Performance; Quality; Accuracy of description; Workmanship; Durability; Safety; Compliance with governmental regulations; Future operability; or Non-infringement. No oral statement, advertisement, email, text message, social media post, listing description, photograph, video, or communication shall create any warranty unless expressly stated in a written agreement signed by an authorized representative of The Heritage Exchange. 6.3 No Guarantee of Mechanical Condition The Heritage Exchange does not guarantee that any Auction Item: Starts; Runs; Operates; Functions properly; Passes inspection; Meets emissions requirements; Meets safety standards; Is roadworthy; Is free from defects; Is suitable for any intended purpose; or Will continue operating after the auction. Mechanical failures occurring before or after delivery shall not constitute grounds for rescission, cancellation, refund, or damages. 6.4 No Guarantee of Hours or Mileage Hour meter readings, odometer readings, mileage, cycle counts, production counts, and similar measurements are believed to be accurate based upon available information but are not guaranteed. Meters may have been replaced, repaired, disconnected, reset, malfunctioned, or otherwise become inaccurate prior to The Heritage Exchange receiving the equipment. Purchasers assume all responsibility for evaluating the significance of any recorded hours or mileage. 6.5 Hidden or Unknown Defects Auction Items may contain hidden, latent, structural, electrical, hydraulic, mechanical, cosmetic, environmental, or other defects that are not readily observable. Neither The Heritage Exchange nor the Seller shall be liable for defects that were unknown at the time of sale or that become apparent after the Purchaser takes ownership. 6.6 Purchaser's Assumption of Risk Immediately upon completion of the sale, the Purchaser assumes all risks associated with ownership, possession, transportation, operation, maintenance, repair, storage, licensing, registration, and use of the Auction Item. The Purchaser acknowledges that heavy equipment, commercial vehicles, agricultural equipment, industrial machinery, and similar property may present inherent risks of injury, death, or property damage if improperly transported, maintained, repaired, or operated. The Purchaser assumes all such risks. 6.7 No Right to Cancel After Purchase Except where required by applicable law or expressly approved in writing by The Heritage Exchange, all auction sales are final. Purchasers shall have no right to rescind, revoke, cancel, reject, or return an Auction Item based upon: Mechanical condition; Cosmetic condition; Performance; Missing components; Wear and tear; Hidden defects; Failure to obtain financing; Transportation costs; Buyer remorse; Incorrect assumptions; or Dissatisfaction with the purchase. 6.8 Repairs and Maintenance The Heritage Exchange makes no representation that any Auction Item has been serviced, repaired, maintained, inspected, rebuilt, or refurbished unless expressly stated in writing. Maintenance records, invoices, or service history provided with an Auction Item are supplied for informational purposes only and shall not constitute a warranty regarding the present condition of the equipment. 6.9 Future Costs The Purchaser acknowledges that ownership of equipment may require repairs, maintenance, replacement parts, inspections, licensing, permitting, transportation, insurance, taxes, registration fees, storage expenses, environmental compliance, or other expenditures. The Heritage Exchange shall not be responsible for any costs incurred by the Purchaser after completion of the sale. 6.10 Purchaser's Independent Business Judgment The Purchaser acknowledges that the decision to purchase an Auction Item is based solely upon the Purchaser's own independent business judgment. The Purchaser further acknowledges that no employee, contractor, representative, marketing consultant, auctioneer, or agent of The Heritage Exchange has guaranteed the future performance, reliability, profitability, or suitability of any Auction Item. 6.11 Limitation on Remedies If, notwithstanding these Terms, The Heritage Exchange is determined to have any liability arising from the sale of an Auction Item, the Purchaser agrees that the maximum liability of The Heritage Exchange shall not exceed the amount of the Buyer's Premium actually received by The Heritage Exchange for that specific transaction, except where such limitation is prohibited by applicable law. Under no circumstances shall The Heritage Exchange be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, including but not limited to lost profits, loss of business opportunities, downtime, substitute equipment costs, transportation expenses, financing costs, or attorney's fees, regardless of the legal theory asserted. ARTICLE VII PURCHASE PRICE, BUYER'S PREMIUM, PAYMENT TERMS, AND TAXES 7.1 Purchase Price The Purchaser agrees to pay the final accepted bid amount for each Auction Item awarded to the Purchaser. The final purchase price shall consist of: The winning bid amount; The applicable Buyer's Premium; Applicable sales, use, excise, or similar taxes; Any title, documentation, administrative, or governmental fees specifically disclosed in the applicable auction listing; and Any other charges expressly disclosed prior to completion of the sale. No Auction Item shall be released until all amounts due have been paid in full and collected funds have been received. 7.2 Buyer's Premium Unless expressly stated otherwise in the applicable auction listing, every successful purchase shall be subject to a five percent (5%) Buyer's Premium. The Buyer's Premium is calculated as five percent (5%) of the final accepted bid price and shall be added to the Purchaser's invoice. The Buyer's Premium is earned upon the acceptance of the Purchaser's winning bid and is non-refundable except where The Heritage Exchange determines, in its sole discretion, that a refund is appropriate or where required by applicable law. 7.3 Payment Deadline Unless otherwise stated in writing by The Heritage Exchange, payment in full must be received within three (3) Business Days following the close of the auction. Failure to make timely payment constitutes a default under these Terms & Conditions. Acceptance of late payment on one occasion shall not obligate The Heritage Exchange to accept late payment in any future transaction. 7.4 Accepted Forms of Payment The Heritage Exchange may accept one or more of the following payment methods: Wire Transfer; ACH Transfer; Cashier's Check; Certified Bank Check; Business Check; Personal Check (subject to approval); Credit Card; Debit Card; or Any other payment method approved by The Heritage Exchange. The Heritage Exchange reserves the right to refuse any payment method for any transaction. Payments made by check may require sufficient time to clear before an Auction Item is released. 7.5 Credit Card Payments If credit card payments are accepted, The Heritage Exchange reserves the right to assess a separate credit card processing fee, provided such fee is disclosed before payment is processed and is permitted by applicable law. The Purchaser authorizes The Heritage Exchange to process approved charges associated with the completed transaction. Declined or reversed credit card transactions shall not relieve the Purchaser of any payment obligation. 7.6 Returned Payments If any payment is returned, rejected, dishonored, reversed, disputed, or otherwise fails for any reason, the Purchaser shall remain fully responsible for the entire purchase price together with any applicable fees, bank charges, collection costs, interest, attorney's fees where recoverable by law, and other damages incurred by The Heritage Exchange. The Heritage Exchange may immediately suspend all bidding privileges until the default has been fully resolved. 7.7 Sales Tax The Purchaser shall be responsible for all applicable federal, state, provincial, local, and other taxes arising from the transaction unless a valid exemption applies. Sales tax shall be collected where required by law. The applicable tax rate shall generally be determined by the laws governing the location of the Auction Item or as otherwise required by applicable tax law. 7.8 Tax Exemptions Purchasers claiming exemption from sales tax must provide a valid and properly completed exemption certificate before payment is due. The Heritage Exchange shall have no obligation to recognize any claimed exemption unless satisfactory documentation has been provided. If an exemption certificate is later determined to be invalid, the Purchaser remains responsible for all taxes, penalties, and interest assessed. 7.9 Currency Unless expressly stated otherwise, all bids, invoices, payments, and financial obligations shall be stated and payable in United States Dollars (USD). Purchasers are solely responsible for any currency conversion fees, international banking charges, or exchange rate fluctuations. 7.10 Invoice Following the completion of an auction, The Heritage Exchange shall issue an electronic invoice to the Purchaser at the email address provided during registration. The Purchaser is responsible for reviewing the invoice promptly and notifying The Heritage Exchange of any alleged clerical error within one (1) Business Day. Failure to notify The Heritage Exchange within that time shall constitute acceptance of the invoice, except for mathematical or clerical errors discovered by The Heritage Exchange. 7.11 No Offset or Withholding The Purchaser shall not withhold payment, deduct amounts allegedly owed, offset claims, or otherwise reduce the purchase price without the prior written consent of The Heritage Exchange. Any dispute regarding an Auction Item shall not excuse the Purchaser's obligation to make timely payment. 7.12 Allocation of Payments The Heritage Exchange reserves the right to apply payments received in any order deemed appropriate, including toward: Outstanding fees; Collection costs; Interest; Buyer's Premium; Taxes; Administrative charges; and Purchase price. 7.13 Financial Institution Fees The Purchaser shall be responsible for all bank fees, wire fees, ACH fees, foreign transaction fees, returned payment fees, and similar charges associated with transmitting payment. The Heritage Exchange shall not be responsible for delays caused by financial institutions or payment processors. 7.14 No Transfer Prior to Payment Title, possession, release instructions, pickup authorization, or transfer of any Auction Item shall not occur until The Heritage Exchange has confirmed receipt of collected funds for all amounts due. The Heritage Exchange reserves the right to withhold possession of any Auction Item until all payment obligations have been fully satisfied. ARTICLE VIII TITLE, OWNERSHIP, TRANSFER OF DOCUMENTS, AND SELLER AUTHORITY 8.1 Seller Authority Each Seller represents and warrants that, to the best of the Seller's knowledge and belief: The Seller owns the Auction Item or has lawful authority to sell it; The Seller has the legal right to transfer ownership of the Auction Item; The Seller has disclosed any known liens, security interests, title issues, ownership disputes, or other material encumbrances affecting the Auction Item; and The execution of the sale does not knowingly violate any agreement, court order, financing arrangement, or applicable law. The Seller shall remain solely responsible for the accuracy of these representations. 8.2 Role of The Heritage Exchange Unless expressly stated otherwise in writing, The Heritage Exchange acts solely as a marketing, auction, and transaction facilitator and is not the owner of the Auction Item. The Heritage Exchange does not independently verify ownership, title status, lien status, or the legal authority of every Seller. The Heritage Exchange relies upon the information and representations provided by the Seller and other available sources in facilitating transactions. 8.3 Transfer of Ownership Ownership of an Auction Item shall transfer directly from the Seller to the Purchaser upon satisfaction of all applicable payment requirements and completion of any documents required by law. The Heritage Exchange facilitates the transaction but, unless otherwise expressly stated, does not take title to the Auction Item. 8.4 Title Documents When an Auction Item requires a certificate of title or other ownership document, the Seller shall be responsible for providing all documentation necessary to transfer ownership in accordance with applicable law. The Heritage Exchange will make commercially reasonable efforts to facilitate the transfer of title documentation but does not guarantee the timing of title issuance or delivery. 8.5 Delays in Title Occasionally, delays may occur in obtaining duplicate titles, lien releases, government-issued ownership documents, probate documentation, corporate authorizations, or other paperwork necessary to complete a transfer. The Purchaser acknowledges that such delays may occur and agrees that reasonable delays shall not constitute grounds for cancellation of the transaction or claims against The Heritage Exchange. The Heritage Exchange shall not be liable for losses, expenses, lost profits, substitute equipment costs, financing costs, transportation expenses, or any consequential damages arising from delays beyond its reasonable control. 8.6 Title Errors If an error is discovered in any title document, ownership document, serial number, vehicle identification number (VIN), or other transfer paperwork, The Heritage Exchange may cooperate with the Seller and Purchaser to correct the error. The Heritage Exchange shall not be responsible for clerical or governmental errors originating outside its reasonable control. 8.7 Liens and Encumbrances If, after the auction, it is discovered that an Auction Item is subject to an undisclosed lien, ownership dispute, court order, governmental seizure, bankruptcy proceeding, or other legal restriction that materially prevents transfer of ownership, The Heritage Exchange reserves the right to delay or cancel the transaction until the issue can be resolved. If the transaction cannot be completed, the Purchaser's sole remedy shall be the return of any funds actually received and retained by The Heritage Exchange relating to that transaction. 8.8 Registration and Licensing The Purchaser is solely responsible for: Registering the Auction Item; Titling the Auction Item where required; Obtaining license plates; Obtaining permits; Paying registration fees; Paying governmental taxes and assessments; Complying with all federal, state, provincial, and local laws applicable to ownership or operation. The Heritage Exchange makes no representation that any Auction Item is eligible for registration or licensing in any jurisdiction. 8.9 Export Transactions Purchasers intending to export an Auction Item outside the United States shall be solely responsible for compliance with all export laws, customs regulations, import requirements, duties, taxes, documentation, licensing requirements, and governmental approvals. The Heritage Exchange assumes no responsibility for delays, denials, seizures, or expenses associated with international shipments or export compliance. 8.10 Seller Default If a Seller is unable or unwilling to complete a transaction due to circumstances beyond the reasonable control of The Heritage Exchange, including but not limited to title defects, ownership disputes, casualty loss, governmental action, bankruptcy, or legal restrictions, The Heritage Exchange may cancel the transaction. In such event, the Purchaser's sole remedy against The Heritage Exchange shall be the return of any funds actually received and retained by The Heritage Exchange with respect to the cancelled transaction. Nothing contained herein shall prevent the Purchaser from pursuing any legal remedies that may exist directly against the Seller, provided The Heritage Exchange shall have no obligation to participate in or finance any such dispute. 8.11 No Guarantee of Ownership Records The Heritage Exchange does not warrant the accuracy, completeness, or availability of governmental ownership records, title histories, lien searches, registration records, or similar public information. Any information regarding ownership history or title status provided in an auction listing is supplied solely for informational purposes and should not be interpreted as a legal opinion or guarantee. 8.12 Survival The provisions of this Article shall survive the completion, cancellation, or termination of any transaction conducted through The Heritage Exchange to the extent necessary to enforce the rights and obligations established herein. ARTICLE IX REMOVAL, PICKUP, TRANSPORTATION, RISK OF LOSS, AND INSURANCE 9.1 Purchaser's Responsibility for Removal The Purchaser is solely responsible for arranging, coordinating, loading, securing, transporting, and removing each Auction Item purchased through The Heritage Exchange. Unless otherwise stated in writing, The Heritage Exchange does not provide transportation, shipping, loading services, freight brokerage, hauling services, or delivery of Auction Items. The Purchaser shall be responsible for all costs associated with removal of the Auction Item. 9.2 Scheduling Pickup Unless otherwise stated in the applicable auction listing or invoice, the Purchaser shall coordinate pickup directly with the Seller or the designated storage location identified by The Heritage Exchange. Pickup appointments may be required. The Purchaser agrees to comply with all reasonable scheduling requirements established by the Seller or pickup location. The Heritage Exchange is not responsible for scheduling conflicts, delays, limited operating hours, or access restrictions imposed by the Seller or pickup location. 9.3 Removal Deadline Unless otherwise specified in the auction listing, Purchasers shall remove Auction Items within ten (10) calendar days following notification that the Auction Item is available for pickup. Failure to remove an Auction Item within the required timeframe may result in: Storage charges; Additional handling fees; Relocation expenses; Delayed release of the Auction Item; or Other reasonable costs incurred by the Seller. The Purchaser shall be solely responsible for all such charges. 9.4 Storage Charges Storage fees, if applicable, shall be determined by the Seller or storage facility and shall be the sole responsibility of the Purchaser. The Heritage Exchange is not responsible for establishing, collecting, waiving, or disputing storage charges imposed by third parties. Storage fees must generally be paid before an Auction Item will be released when required by the Seller or storage location. 9.5 Loading The Purchaser is solely responsible for loading the Auction Item. If the Seller, a storage facility, equipment operator, or any third party voluntarily assists with loading, such assistance shall be provided solely as a courtesy and without any assumption of liability by The Heritage Exchange. The Purchaser remains solely responsible for ensuring that the Auction Item is properly loaded, balanced, secured, and safe for transport. 9.6 Transportation The Purchaser is solely responsible for selecting, hiring, supervising, and compensating any transportation provider. The Heritage Exchange does not recommend, endorse, guarantee, supervise, or assume responsibility for any trucking company, freight carrier, broker, independent contractor, towing company, or other transportation provider selected by the Purchaser. Any recommendations or referrals made by The Heritage Exchange are provided solely as a courtesy and shall not create any liability or warranty. 9.7 Compliance with Transportation Laws The Purchaser is solely responsible for ensuring compliance with all applicable transportation laws and regulations, including but not limited to: Commercial driver's license requirements; Oversize or overweight permits; Route restrictions; Load securement requirements; Height, width, and weight limitations; Escort vehicle requirements; Insurance requirements; State and federal transportation regulations. The Heritage Exchange assumes no responsibility for violations of transportation laws or regulations. 9.8 Risk of Loss Risk of loss shall transfer to the Purchaser immediately upon the earliest of: Receipt of payment in full by The Heritage Exchange; Authorization for pickup or release of the Auction Item; Delivery of the Auction Item to the Purchaser or the Purchaser's designated carrier; or The Purchaser taking possession of the Auction Item. After risk of loss transfers, the Purchaser assumes all responsibility for theft, vandalism, fire, weather damage, accidental damage, mechanical failure, casualty loss, or any other damage or loss affecting the Auction Item. 9.9 Insurance The Purchaser is solely responsible for obtaining any insurance desired or required to protect the Auction Item. The Heritage Exchange does not provide insurance coverage for Auction Items after risk of loss has transferred to the Purchaser. Purchasers are encouraged to consult with their insurance provider prior to transporting or operating any purchased equipment. 9.10 Injuries and Property Damage The Purchaser assumes all responsibility for injuries, death, environmental damage, or property damage arising from: Loading; Removal; Transportation; Storage; Operation; Maintenance; Repair; or Use of the Auction Item. To the fullest extent permitted by law, The Heritage Exchange shall not be liable for any claims arising from such activities. 9.11 Abandoned Property If a Purchaser fails to remove an Auction Item within a commercially reasonable period following written notice and all payment obligations have been satisfied, the Seller may assess storage charges, relocate the Auction Item, or exercise any rights available under applicable law. The Heritage Exchange shall have no responsibility for abandoned property or disputes arising between the Purchaser and the Seller regarding storage or abandonment. 9.12 Purchaser's Indemnity for Removal Activities The Purchaser agrees to defend, indemnify, and hold harmless The Heritage Exchange, its owners, officers, employees, agents, contractors, affiliates, successors, and assigns from and against any claims, liabilities, damages, losses, costs, fines, penalties, expenses, or attorney's fees arising out of or relating to: Loading activities; Transportation of an Auction Item; Improper securement; Violations of transportation laws; Damage to third-party property; Personal injury or death; or Any act or omission of the Purchaser or the Purchaser's agents, contractors, employees, or transportation providers. 9.13 No Duty to Supervise The Heritage Exchange has no duty to supervise, inspect, direct, or control the loading, removal, transportation, storage, operation, or use of any Auction Item. Any observations, suggestions, recommendations, or assistance provided by The Heritage Exchange shall not create any legal duty or assumption of responsibility. 9.14 Survival The obligations contained in this Article shall survive delivery, pickup, transfer of ownership, completion of the transaction, or termination of these Terms & Conditions and shall remain enforceable to the fullest extent permitted by law. ARTICLE XII FRAUD PREVENTION, SECURITY, AND IDENTITY VERIFICATION 12.1 Fraud Prevention The Heritage Exchange is committed to maintaining a secure and trustworthy marketplace. To protect buyers, sellers, and the integrity of its auctions, The Heritage Exchange reserves the right to investigate suspicious activity and take any commercially reasonable action necessary to prevent fraud. 12.2 Verification At any time before, during, or after an auction, The Heritage Exchange may request documentation including: Government-issued identification; Proof of address; Business formation documents; Proof of funds; Banking information; Tax documentation; Financing approval; or Other information reasonably necessary to verify identity or financial capability. 12.3 Suspicious Activity The Heritage Exchange may suspend or terminate bidding privileges if it reasonably believes that a participant has: Used false information; Created multiple bidder accounts to manipulate bidding; Attempted identity theft; Submitted fraudulent payment; Engaged in bid manipulation or collusion; Violated applicable law; or Otherwise threatened the integrity of the auction process. 12.4 Government Requests The Heritage Exchange may cooperate with law enforcement agencies, financial institutions, payment processors, regulatory agencies, or courts regarding investigations involving suspected fraud or unlawful activity, as permitted or required by applicable law. 12.5 Account Security Each Bidder is solely responsible for safeguarding account credentials. All activity occurring under a Bidder's account shall be presumed authorized unless proven otherwise. 12.6 Reservation of Rights The Heritage Exchange reserves the right to refuse service, reject bids, cancel transactions, suspend accounts, or permanently prohibit participation whenever reasonably necessary to protect its business, buyers, sellers, or the integrity of its marketplace. ARTICLE XV INTELLECTUAL PROPERTY AND USE OF MARKETING MATERIALS 15.1 Ownership Unless otherwise indicated, all auction listings, descriptions, photographs, videos, drone footage, graphics, logos, advertisements, catalogs, brochures, website content, social media content, marketing materials, and other original content created by The Heritage Exchange remain the exclusive property of The Heritage Exchange. 15.2 Limited License The Heritage Exchange grants prospective purchasers a limited, non-exclusive, non-transferable license to access and view auction materials solely for purposes of evaluating an Auction Item. No ownership rights are transferred. 15.3 Prohibited Uses Without prior written consent, no person may: Copy; Reproduce; Republish; Modify; Distribute; Sell; License; Create derivative works from; or Commercially exploit any original content created by The Heritage Exchange. 15.4 Seller Authorization Each Seller grants The Heritage Exchange a non-exclusive license to photograph, video record, advertise, market, publish, reproduce, and promote the Seller's Auction Item for purposes of facilitating its sale. This authorization shall survive cancellation of a listing to the extent reasonably necessary to maintain business records or comply with legal obligations. 15.5 Trademarks "The Heritage Exchange," its logo, branding, slogans, and associated marks are valuable business assets and may not be used without prior written permission. 15.6 Copyright Infringement The Heritage Exchange reserves all rights available under applicable copyright, trademark, and intellectual property laws with respect to unauthorized use of its materials. Unauthorized commercial use of Heritage Exchange content may result in legal action. ARTICLE XVI LIMITATION OF LIABILITY 16.1 General Limitation To the fullest extent permitted by applicable law, The Heritage Exchange shall not be liable for any indirect, incidental, consequential, special, exemplary, punitive, or speculative damages arising out of or relating to any auction, Auction Item, transaction, listing, communication, or these Terms & Conditions. This limitation applies regardless of whether such damages are based upon contract, tort, negligence, strict liability, statute, or any other legal theory. 16.2 Examples of Excluded Damages Without limitation, The Heritage Exchange shall not be liable for: Lost profits; Lost business opportunities; Downtime; Loss of use; Substitute equipment costs; Rental expenses; Transportation expenses; Financing costs; Storage charges; Lost production; Lost contracts; Loss of anticipated savings; Diminution in value; or Attorney's fees except as expressly provided herein. 16.3 Maximum Liability If The Heritage Exchange is determined to have liability arising from any transaction, the maximum aggregate liability of The Heritage Exchange shall not exceed the Buyer's Premium actually received by The Heritage Exchange for the specific Auction Item giving rise to the claim, except where prohibited by applicable law. 16.4 Seller Liability Nothing contained in these Terms shall limit any rights a Purchaser may have directly against a Seller. The Heritage Exchange shall not be responsible for the independent acts or omissions of any Seller. 16.5 Time Limitation Any claim arising out of or relating to a transaction conducted through The Heritage Exchange must be commenced within one (1) year after the cause of action accrues, unless a shorter period is prohibited by applicable law. 16.6 Survival The limitations contained in this Article shall survive completion or termination of any transaction. ARTICLE XVII INDEMNIFICATION 17.1 Purchaser Indemnification The Purchaser agrees to defend, indemnify, and hold harmless The Heritage Exchange and its owners, officers, directors, employees, agents, contractors, affiliates, successors, and assigns from and against any claims, liabilities, damages, judgments, penalties, fines, losses, costs, or expenses, including reasonable attorney's fees where recoverable by law, arising out of or relating to: The Purchaser's breach of these Terms; The Purchaser's ownership or use of an Auction Item; Transportation or loading of an Auction Item; Violation of applicable law; Personal injury; Death; Property damage; Environmental claims; or Claims asserted by third parties arising from the Purchaser's conduct. 17.2 Seller Indemnification Each Seller agrees to defend, indemnify, and hold harmless The Heritage Exchange from claims arising from: Inaccurate information provided by the Seller; Ownership disputes; Undisclosed liens; Title defects; Seller breach of contract; Intellectual property claims involving materials supplied by the Seller; Fraud or misrepresentation by the Seller. 17.3 Procedure The Heritage Exchange shall provide reasonably prompt notice of any claim for which indemnification is sought. Failure to provide prompt notice shall not relieve the indemnifying party of its obligations unless materially prejudiced thereby. 17.4 Survival The obligations contained in this Article shall survive completion of every transaction. ARTICLE XVIII FORCE MAJEURE 18.1 Excusable Delay The Heritage Exchange shall not be liable for any delay, interruption, cancellation, or failure to perform caused by circumstances beyond its reasonable control. Such events include, but are not limited to: Severe weather; Natural disasters; Fire; Flood; Tornado; Earthquake; Pandemic; Epidemic; Government action; War; Terrorism; Civil unrest; Labor disputes; Utility outages; Internet outages; Cybersecurity incidents; Transportation disruptions; Payment processor interruptions; or Failure of third-party service providers. 18.2 Right to Modify Auction If a Force Majeure event occurs, The Heritage Exchange may postpone, suspend, extend, modify, relocate, or cancel an auction or transaction without liability. 18.3 Resumption The Heritage Exchange shall resume normal operations as soon as reasonably practicable following the conclusion of the Force Majeure event. ARTICLE XIX GOVERNING LAW, VENUE, AND DISPUTE RESOLUTION 19.1 Governing Law These Terms & Conditions and every transaction conducted through The Heritage Exchange shall be governed exclusively by the laws of the State of Nebraska, without regard to its conflict of law principles. 19.2 Venue Any legal action arising from or relating to these Terms or any transaction conducted by The Heritage Exchange shall be brought exclusively in the state or federal courts located in Douglas County, Nebraska, to the extent permitted by law. Each participant consents to the personal jurisdiction of such courts. 19.3 Attorney's Fees In any legal proceeding arising out of these Terms, the prevailing party shall be entitled to recover reasonable attorney's fees, court costs, and litigation expenses where permitted by applicable law. 19.4 Good Faith Resolution Before commencing litigation, the parties agree to make a good-faith effort to resolve disputes through direct communication. Nothing contained herein shall delay or impair The Heritage Exchange's ability to seek immediate judicial relief when necessary to protect its legal rights or property. 19.5 Equitable Relief The Heritage Exchange may seek temporary restraining orders, preliminary injunctions, permanent injunctions, or other equitable relief whenever monetary damages would be inadequate. ARTICLE XX JURY TRIAL WAIVER AND CLASS ACTION WAIVER 20.1 Waiver of Jury Trial TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTICIPANT KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO: These Terms & Conditions; Any Auction; Any Auction Item; Any transaction facilitated by The Heritage Exchange; or Any relationship between the parties. Each party acknowledges that this waiver is a material inducement for participation in auctions conducted by The Heritage Exchange. 20.2 Class Action Waiver To the fullest extent permitted by law, every claim against The Heritage Exchange shall be brought solely in the individual capacity of the claimant. No participant shall: Act as a class representative; Participate as a member of a class action; Join claims with other participants; Bring any representative action; or Participate in any collective proceeding against The Heritage Exchange. 20.3 Severability If any portion of this Article is determined to be unenforceable, the remaining provisions shall remain in full force and effect to the fullest extent permitted by law. ARTICLE XXI GENERAL PROVISIONS 21.1 Entire Agreement These Terms & Conditions, together with any auction-specific announcements, invoices, purchase agreements, seller agreements, or written amendments issued by The Heritage Exchange, constitute the complete agreement between the parties regarding the applicable transaction. No oral statement or prior communication shall modify these Terms unless confirmed in writing by an authorized representative of The Heritage Exchange. 21.2 Amendments The Heritage Exchange reserves the right to amend or revise these Terms & Conditions at any time. Any amendment shall apply prospectively to auctions conducted after the effective date of the revision unless otherwise required by applicable law. The version of these Terms in effect at the time a bid is placed shall govern that transaction. 21.3 Waiver No failure or delay by The Heritage Exchange in exercising any right or remedy shall constitute a waiver of that right. Any waiver must be in writing and signed by an authorized representative of The Heritage Exchange. A waiver of one breach shall not constitute a waiver of any subsequent breach. 21.4 Severability If any provision of these Terms is determined by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions shall remain valid and enforceable to the fullest extent permitted by law. The invalid provision shall be interpreted or modified, if possible, so as to most closely reflect its original intent. 21.5 Assignment Purchasers and Sellers may not assign or transfer their rights or obligations under these Terms without the prior written consent of The Heritage Exchange. The Heritage Exchange may assign its rights or obligations in connection with a merger, acquisition, sale of assets, corporate restructuring, or similar business transaction. 21.6 Headings Section headings are included solely for convenience and shall not affect the interpretation of these Terms. 21.7 Interpretation These Terms shall be interpreted fairly and reasonably to promote the orderly conduct of auctions and commercial transactions. No ambiguity shall be construed against The Heritage Exchange solely because it prepared these Terms. 21.8 Relationship of the Parties Nothing contained in these Terms shall create a partnership, joint venture, employment relationship, agency relationship, fiduciary relationship, or other legal relationship between The Heritage Exchange and any Purchaser or Seller except as expressly stated herein. 21.9 Successors and Assigns These Terms shall be binding upon and inure to the benefit of the parties and their respective heirs, successors, legal representatives, and permitted assigns. 21.10 Survival Any provision which by its nature should survive the completion, cancellation, or termination of a transaction shall survive and remain eARTICLE XXII CONTACT INFORMATION, EFFECTIVE DATE, AND REVISIONS 22.1 Contact Information Questions regarding these Terms & Conditions or any transaction conducted by The Heritage Exchange should be directed to: The Heritage Exchange Website: https://www.theheritageexchange.net Email: support@theheritageexchange.net Telephone: 402-226-5469 Business Address: 663 N 132nd st Omaha NE 68154 22.2 Effective Date These Online Auction Terms & Conditions became effective on July 4, 2026, and apply to all auctions, listings, bids, purchases, and transactions conducted by or through The Heritage Exchange on or after that date. 22.3 Revision Date Revision Date: July 10, 2026 Version: 1.0 22.4 Future Revisions The Heritage Exchange reserves the right to revise these Terms & Conditions from time to time. Any revisions shall become effective upon publication unless a different effective date is expressly stated. Unless required by applicable law, revisions shall not apply retroactively to transactions for which bidding has already closed. 22.5 Acceptance By registering to bid, placing a bid, purchasing an Auction Item, or otherwise participating in any transaction facilitated by The Heritage Exchange, each participant acknowledges that they have read, understood, and agreed to be legally bound by these Online Auction Terms & Conditions. THE HERITAGE EXCHANGE ONLINE AUCTION TERMS & CONDITIONS Effective Date: July 4, 2026 Revision Date: July 10, 2026 Version 1.0 enforceable.