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All items, property or product offered for sale ("Items", "Property", "Product") are offered by Tranzon Asset Strategies (“Agent”), 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”). PLEASE READ: At the request of the auction company, this auction permits bids to be placed by the auctioneer, an employee of the auctioneer, or the seller or an agent on the seller's behalf. While Proxibid's Unified User Agreement prohibits this behavior, in accordance with UCC 2-328, this auction is permitted to engage in this activity by providing this clear disclosure to you, the bidder. 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 $5,000.00 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 PM PT on the day following the Sale. Final payments must be cash, cashier's check, or wire transfer. Visa/MC will only be accepted on invoices totaling $1,500.00 or less. 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 Buyer’s Premium of 18% will be added to the price of each item purchased. Buyer's paying in the form of cash, cashier's check or wire transfer will receive a 3% cash discount off the Buyer's Premium. 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. 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. 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. 7. Removal of Items Purchased: Checkout will be scheduled by appointment only. Buyer must pay in full before an appointment can be scheduled. All items must be removed within 72 hours. Buyers without an appointment will be required to wait for the next available checkout clerk. All purchases must be paid in full before items will be released from the premises. Buyer is solely responsible to pickup its purchases within the time frames provided. Buyer must provide its invoice at time of pickup. In the event Buyer requires shipment of its purchases, Buyer is responsible to arrange to have its purchases packed, insured and shipped, and shall accept full responsibility for any damages, losses, acts or omissions once Buyer's representative removes purchases from the sale site. In the event Auctioneer assists Buyer with this process, it does so as a courtesy, and shall assume no responsibility for damages, losses, acts or omissions of any packer or carrier, whether or not such packer or carrier is recommended by Auctioneer. Quantities must be checked before removal of items. No allowances will be made for claims or shortages once items are removed from the auction premises. Auctioneer is under no obligation to provide such materials or services, and in no event will be liable for damage to Buyer's purchases regardless of cause. 8. 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. 9. 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. 10. 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. 11. 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. 12. 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. 13. Acts of Others: No person shall have any claim against Auctioneer, 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. Auctioneer, 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 Auctioneer, Seller and Landlords, as well as their agents and representatives from all liability thereof. 14. 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. 15. 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. 16. 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. 17. 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. 18. Bidder’s Number: The bidder’s number is nontransferable. All bids made using the bid number will be the responsibility of Buyer. 19. Governing Law: The auction is being conducted pursuant to all local and state laws. The sole and exclusive venue for any disputes involving Seller regarding or relating to any auction or sale made by auction shall be the Orange County Superior Court. All participants irrevocably submit to the jurisdiction of the Court. 20. 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.