BIDDER TERMS AND CONDITIONS
These Bidder Terms and Conditions apply to Auctions conducted by CENTURION SERVICE GROUP LLC (“Centurion”), and constitute a legal, valid, binding, and enforceable contract between Centurion and YOU. These Bidder Terms and Conditions also form the basis for the contract of sale between YOU and the Seller if YOU are the Winning Bidder on any Lot(s).
1. Auction Conducted Under and In Accordance with These Bidder Terms and Conditions, Additional Terms and Conditions Posted by Centurion, and Announcements Made at the Time of the Auction, and Applicable Law; Acceptance of Bidder Terms and Conditions. All Centurion Auctions are conducted under and in accordance with these Bidder Terms and Conditions, any and all other Terms and Conditions posted by Centurion, any announcements or corrections made by Centurion at the time of the Auction, and applicable law. YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE HAD A FULL AND FAIR OPPORTUNITY TO REVIEW THESE BIDDER TERMS AND CONDITIONS, THAT YOU HAVE READ THESE BIDDER TERMS AND CONDITIONS, THAT YOU UNDERSTAND THESE BIDDER TERMS AND CONDITIONS, AND THAT YOU ACCEPT AND AGREE TO BE BOUND BY THESE BIDDER TERMS AND CONDITIONS. YOUR participation in the Auction is further evidence of YOUR agreement to be bound by, and to abide by, all Bidder Terms and Conditions.
2. All Transactions in U.S. Dollars. All transactions, and payments associated with the Auction are in U.S. Dollars.
3. Definitions. In addition to defined terms elsewhere in these Bidder Terms and Conditions, the following definitions apply to these Bidder Terms and Conditions for Auctions conducted by Centurion:
"Absolute Auction" or "Absolute" applies only if and when expressly indicated in writing and means that property is sold to the highest bidder regardless of the amount of the final bid, with no limiting conditions, restrictions, or reservations. This type of auction is also known as an auction Without Reserve. Provided that a bid is received within a reasonable time after bidding opens on a Lot, the Lot will be sold to the highest bidder regardless of the final bid amount. A Lot exposed for sale at Absolute Auction may be withdrawn if a bid is not received within a reasonable time after bidding opens on the Lot. UNLESS SPECIFICALLY AND EXPRESSLY STATED BY CENTURION IN WRITING, NO LOT IS BEING EXPOSED FOR SALE AT ABSOLUTE AUCTION OR WITHOUT RESERVE.
“Asset” or “Assets” means personal property exposed for sale at an Auction conducted by Centurion, including both moveable personal property and fixed assets.
"Asset Location" means the physical location where Assets are located, and/or where inspections may be made, and/or where pick-up occurs. Typically, moveable personal property will be located at Centurion’s facility and fixed assets will be located at the Seller’s premises.
"Auction" means an auction conducted by Centurion.
"Bidder" means any person or entity (and the agents or representatives of any such person or entity) that registers, and/or bids, and/or buys, and/or otherwise participates in the Auction (including, without being limited to, inspection and/or pick-up), regardless of whether such person or entity tenders a bid.
"Bidder Profile" the online account identified to a Bidder by Centurion or by an Online Platform Provider on Bidder's Registration. (See, also, Bidder Number).
"Bidder Number" means the number or other identifier issued by Centurion to a Bidder for the purposes of identifying bids to such Bidder. (See, also, Bidder Account).
"Bidder Registration" means the registration of a Bidder to participate in the Auction, including the information provided by a Bidder and the Bidder's agreement to be bound by these Bidder Terms and Conditions.
"Bidder Terms and Conditions" means these Bidder Terms and Conditions.
"Buyer" means the purchaser of a Lot.
"Buyer's Premium" is a non-refundable administrative fee calculated as a percentage of the Hammer Price that is payable by the Winning Bidder of each Lot to Centurion for Centurion's own account. The Buyer's Premium is earned by Centurion, and becomes Centurion's property, at the Fall of the Hammer.
"Centurion" means CENTURION SERVICE GROUP LLC.
"Commission" means the amount payable by or on behalf of Seller to Centurion for Centurion's services, calculated as a percentage of the Hammer Price.
"Contract Price" means an amount equal to the Hammer Price plus the Buyer's Premium.
"Delivery" means the transfer of possession of a Lot to the Buyer. Unless otherwise stated in writing, Delivery of a Lot will occur where the Lot is physically located at the close of the Auction or at such other address as indicated on Centurion's website. Delivery does not mean that Centurion will move or relocate any Lot to Buyer's location or to any other location directed by the Buyer. Unless otherwise expressly agreed in writing, Centurion will not move or relocate any Lot(s) on behalf of the Buyer.
"Fall of the Hammer" means the point, after bids have been received, at which Centurion declares a Lot "sold" to the Bidder acknowledged by Centurion as having made the Winning Bid. During an online auction, the Fall of the Hammer will typically occur electronically at the end of a timed (or extended) bidding period.
"Hammer Price" means the High Bid amount recognized by Centurion with the Fall of the Hammer.
"Lot" means each individual item or grouping of items exposed for sale at one time by Centurion.
"Online Bidding Platform" means the hardware and software utilized to conduct the Auction online and to facilitate online bidding, including any associated, adjunct, and/or complementary websites, services, premiums and promotions.
"Online Bidding Period" means, with respect to an Auction conducted in whole or in part online, any established period during which online bids may be tendered.
"Online Platform Provider" means the provider of an Online Bidding Platform and related services.
"Private Sale" means an event in which an Asset is sold by Seller, or on Seller's behalf, other than at the Auction (including a sale at an auction conducted by a person or entity other than Centurion).
"Private Sale Price" means the fair market purchase price of an Asset paid, or agreed to, at a Private Sale in an arms-length transaction, and in good faith, between Seller and the purchaser of an Asset. If an Asset is sold through a Private Sale for less than its fair market value, or in a transaction that is not an arms-length transaction, or is gifted by Seller, the Private Sale Price will be an amount equal to the fair market value of the Asset in an arms-length transaction.
"Registration Deposit" means, if required by Centurion, the deposit made by a Bidder in order to register for the Auction. Centurion may require that the Registration Deposit be made in certified funds or in such other form as determined by Centurion in Centurion's discretion.
"Reserve" or "With Reserve" means that any Lot(s) may be withdrawn by Centurion and/or bids may be rejected by Centurion prior to the Fall of the Hammer. Bids may be tendered by or on behalf of the Seller at an Auction with Reserve, and other reservations may be imposed. While Lots exposed for sale With Reserve may be subject to a Reserve Price, a Reserve Price is not necessary for a Reserve Auction. UNLESS SPECIFICALLY AND EXPRESSLY STATED OTHERWISE BY Centurion IN WRITING, ALL LOTS ARE BEING EXPOSED FOR SALE WITH RESERVE.
"Reserve Price" means the minimum price that Seller is willing to accept for a specific Lot. If a Lot is subject to a Reserve Price, the Lot will not be sold unless the Reserve Price is met or waived.
"Seller" means the person or entity having title to a Lot and/or having the power and authority to sell, transfer, and convey title to a Lot. Centurion may be the Seller on certain Lots.
"Winning Bid" means the highest bid received and accepted by Centurion.
"Winning Bidder" means the Bidder who is recognized by Centurion as having made the Winning Bid, subject to Centurion's final certification.
"Without Reserve" means Absolute. UNLESS SPECIFICALLY AND EXPRESSLY STATED BY CENTURION IN WRITING, NO LOT IS BEING EXPOSED FOR SALE AT ABSOLUTE AUCTION OR WITHOUT RESERVE.
4. Bidder Registration; Qualification. In order to participate in Auctions conducted by Centurion, YOU must register by creating a profile at https://bid.centurionservice.com/signup ("Bidder Profile"). Creation of a Bidder's Profile constitutes YOUR agreement to abide and be bound by these Terms of Sale. If YOU have any questions about registration, about these Bidder Terms and Conditions, or otherwise related to an Auction, YOU should send an email to auctions@centurionservice.com. Centurion may require evidence proving YOUR identity. YOU must be in “good standing” to participate in an Auction including: a) having no unpaid invoices, b) not having any history of unpaid invoices, c) not having any history of breaching these Bidder Terms and Conditions, and d) not having any history of delay in performance (e.g. non-prompt pick up) or other activity detrimental to Centurion. YOU must have immediately available funds in order to participate in an Auction, and by registering, YOU represent to Centurion that YOU have sufficient funds, immediately available, to pay for YOUR purchases. Centurion may place limits on the amount that YOU can bid on any single Lot and/or in the aggregate. Centurion may establish such other Bidder Registration requirements and Bidder qualifications as Centurion determines to be reasonably necessary or appropriate, and may require YOU to present a Bank Letter of Credit or other proof of available funds. YOU represent and warrant that all information YOU provide with respect to YOUR Bidder Registration and Bidder Profile will be true and accurate; and YOU acknowledge and agree that YOU may be banned from participation in the Auction, and from participation in future Auctions conducted by Centurion, if YOU provide any false information. Centurion may refuse to accept a Bidder Registration from any potential Bidder, may refuse to grant bidding privileges to any potential Bidder, and may suspend or revoke the bidding privileges of any Bidder at any time. By registering to bid, YOU represent to Centurion that, if YOU are a natural person, YOU are at least eighteen (18) years of age and that YOU are otherwise legally able to enter into a contract. Each entity (i.e., corporation, limited liability company, or other organization) registering to bid represents that it has the power and authority to register, to bid, and to complete the purchase transaction if it is the Winning Bidder. If a bid is tendered by or on behalf of an entity, the entity and any individual tendering the bid will be jointly and severally liable on account of the bid. YOU are required to, and YOU agree to, keep YOUR Bidder Registration information current, and to update YOUR Bidder Profile whenever any change occurs. Centurion may, in Centurion's sole and absolute discretion, receive bids from a person or entity that has not registered to bid and/or has not satisfied all requirements for Bidder Registration (including, without being limited to the creation of a Bidder Profile), and, by bidding, such person or entity will be bound by all other Bidder Terms and Conditions. BIDDER QUALIFICATION PROVISIONS ARE INTENDED FOR THE BENEFIT OF CENTURION AND ITS SELLERS. YOU ARE NOT A BENEFICIARY OF ANY BIDDER QUALIFICATION PROVISIONS WITH RESPECT TO ANY OTHER BIDDER(S) OR POTENTIAL BIDDER(S), AND YOU HAVE NO RIGHTS TO ENFORCE OR TO DEMAND STRICT COMPLIANCE WITH ANY BIDDER QUALIFICATION PROVISIONS BY ANY OTHER BIDDER(S) OR POTENTIAL BIDDER(S). CENTURION AND/OR ANY SELLER MAY (BUT WILL NOT BE REQUIRED TO) WAIVE ANY BIDDER QUALIFICATION REQUIREMENTS, EITHER GLOBALLY OR WITH RESPECT TO A SPECIFIC BIDDER, OR SPECIFIC BIDDERS, ON A CASE-BY-CASE BASIS.
5. Nature of the Auction. UNLESS OTHERWISE STATED IN WRITING, THE AUCTION WILL BE WITH RESERVE. A Reserve Auction may include Lots that are subject to Reserve Prices, but a Reserve Price is not necessary for an Auction to be With Reserve. During a Reserve Auction, Centurion may withdraw any Lot prior to the Fall of the Hammer on such Lot, even if bids have been tendered and/or recognized against such Lot, and there may be other published or unpublished reservations. In a Reserve Auction, Centurion may establish “initial bids,” “minimum bids,” “opening bids,” "asking bids," "starting bids," or similar threshold bids to start the bidding on any Lot; however, such threshold bids are not intended to represent a Reserve Price, if any, on any Lot, and, if achieved, will not (i) guarantee that a Lot will be sold or (ii) otherwise affect Centurion’s right to withdraw any Lot prior to the Fall of the Hammer. Centurion is not required to disclose the existence or amount of any Reserve Prices.
6. Identity of the Seller. Centurion is not required to disclose the identity of the Seller of any Lot(s); nor is Centurion required to disclose whether Centurion is the Seller of any specific Lots.
7. Asset Location. The address of the Asset Location for each of movable personal property and fixed assets will be provided in Centurion’s listing for the Auction.
8. Access to Asset Location and/or Online Bidding Platform; Assumption of Risk; Limitation of Liability. YOU assume all risks in connection with YOUR participation, or attempted participation, in the Auction, including, without being limited to, risks arising from or associated with: (i) YOUR presence at the Asset Location; (ii) YOUR use of any Online Bidding Platform utilized by Centurion; (iii) removal, transport, or use of any Lot(s); and/or (iv) any harm, injury, or damage to YOU or YOUR property resulting from acts other than those caused exclusively by Centurion's gross negligence or intentional misconduct. YOU further agree that neither YOU nor any person accompanying YOU to, or otherwise visiting, the Asset Location will attempt to operate or activate any machinery or equipment at the Asset Location without Centurion's express consent; and, that, YOU will assume all liability for property damage and/or personal injury caused by YOU or YOUR representatives, employees, independent contractors, or agents. YOU acknowledge and agree that the Asset Location may be a potentially dangerous place that requires YOU to be vigilant, alert, and aware at all times. Flammable, noxious, corrosive, pressurized and otherwise hazardous substances may be present at the Asset Location. Machinery, equipment, and vehicles may be operated at the Asset Location, and electrical circuits may be live at the Asset Location. In addition, there may be public health risks associated with being in the proximity of others (including but not limited to possible exposure to COVID-19 or other infectious diseases). YOU understand the risks and enter the Asset Location of YOUR own free will and at YOUR own risk with notice of the condition and activities that will be, or have been, conducted at the Asset Location; and YOU assume such risks with respect to YOURSELF and anyone, including any minor children, accompanying YOU to the Asset Location or visiting the Asset Location on YOUR behalf, including YOUR representatives, employees, independent contractors and agents. No person will have any claim against Centurion and/or Seller, or their respective agents or employees, for any injuries sustained or for damages to or loss of property that may occur at the Asset Location. Neither Centurion nor Seller will be liable for any damages of any type or nature sustained or claimed by YOU or by any other person or entity in connection with, or in any way related to, the Auction. YOU waive any and all claims and/or causes of against Centurion arising in connection with, or in any way related to (i) YOUR presence at the Asset Location; (ii) YOUR use of any Online Bidding Platform utilized by Centurion; (iii) removal, transport, or use of any Lot(s); and/or (iv) any harm, injury, or damage to YOU or YOUR property resulting from acts other than those caused exclusively by Centurion's gross negligence or intentional misconduct. YOU voluntarily agree to release, indemnify, defend, and hold harmless, Centurion from any and all liabilities, claims, losses, causes of action or expense of any kind related, in any way, to bodily injury or infection associated as a result of YOUR presence at the Asset Location.
9. Bid Increments. Bid increments are established and controlled by Centurion and may be adjusted or modified by Centurion in its sole and absolute discretion.
10. Buyer's Premium. Each Lot is subject to a Buyer's Premium that will be calculated as a percentage of the Hammer Price and paid by the Winning Bidder in addition to the Hammer Price. The Buyer's Premium will be in an amount equal to twenty percent (20%) of the Hammer Price of each Lot. In Centurion's discretion, the Buyer's Premium may be adjusted either globally or on a case-by-case basis. The Buyer's Premium is earned at the Fall of the Hammer and will not be refunded by Centurion. The Buyer's Premium will be added to the Hammer Price to determine the final Contract Price. If YOU are the Winning Bidder on any Lot(s) and YOU default on YOUR obligations as set forth in these Bidder Terms and Conditions, or otherwise, there will be no set-off or reduction in the Buyer's Premium even if a Lot is subsequently sold. Because the Buyer's Premium is earned with the Fall of the Hammer, Centurion has no obligation to mitigate damages with respect to the Buyer's Premium, and YOU acknowledge and agree that mitigation of damages is not possible.
11. Online Auctions. The following terms and conditions apply to Auctions conducted online:
11.1. Posted Times. All times are based on the time zone at the Asset Location. Posted opening and closing times, and time displays, are approximate. Lots may open or close earlier or later than anticipated. Centurion reserves the right to close early or extend the Auction at any time at Centurion's sole and absolute discretion.
11.2. Online Bidding; Maximum Bids. Online bids may be submitted as a single advancing bid on a Lot, or as a maximum bid on a Lot, and bidding will advance competitively to the next available increment. Centurion may view YOUR bids as they are entered and advanced, including YOUR maximum bid. If YOU submit a single advancing bid on a Lot and YOUR bid is equal to or less than the maximum bid previously submitted by another Bidder on the same Lot, YOU will be outbid. If YOU submit a maximum bid on a Lot and a maximum bid has previously been submitted by another Bidder on the same Lot, bidding will advance to the next highest bid increment after which either YOUR maximum bid or the previously submitted maximum bid has been exhausted, whichever occurs first, and the then-current bid will be shown at that amount. If YOUR bid is shown as the current high bid on a Lot and another Bidder submits a bid (either as a single bid or as a maximum bid), bidding will advance to the next highest bid increment after which either YOUR maximum bid or the maximum bid of the competing Bidder has been exhausted, whichever occurs first, and the then-current bid will be shown at that amount. It is YOUR responsibility to refresh YOUR browser to keep current with the bidding. Limitations in technology, connectivity issues, and refresh rates may cause delays that result in an attempted bid on a Lot not being posted before the Lot closes.
11.3. Technology Disruptions. YOU acknowledge and agree that the Auction is conducted electronically and relies on hardware and software that may malfunction without warning. Centurion will not be responsible for, and will suffer no liability for, technology disruptions, errors, or failures (including disruptions to bidding or the failure to execute, recognize, or record online bids), whether caused by (i) loss of connectivity, breakdown, disruption, or failure of the Online Bidding Platform(s), (ii) breakdown, disruption, or failure of a Bidder's internet connection, computer, or system, or (iii) otherwise. Centurion may, but will not be required to, continue, suspend, delay, extend, reschedule, or close the Auction because of disruptions caused by technology failures, even after bidding has commenced.
11.4 Staggered Closing; Auto-Extend Feature. Centurion's online Auctions are designed to mimic traditional "live" actions. For this reason, the Auction will have a staggered, dynamic closing. YOU must continuously refresh YOUR browser during the closing process to see the most current bidding activity. The estimated closing time on a Lot will be displayed on the Online Bidding Platform, but may be extended as a result of Centurion's dynamic closing (auto-extend) feature. The closing time of a Lot is typically extended if a bid is placed leading up to the Lot's estimated closing time, and such extensions will continue until there is a set period of time that lapses during which no advancing online bid is received, after which bidding on the Lot will close. Centurion may adjust the auto-extend period.
11.5. Disclaimer. THE ONLINE BIDDING PLATFORM(S) AND CENTURION'S WEBSITE ARE PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. CENTURION MAKES NO REPRESENTATIONS, WARRANTIES, OR GUARANTEES, AND DISCLAIMS ANY REPRESENTATIONS, WARRANTIES, OR GUARANTEES, (i) THAT THE ONLINE BIDDING PLATFORM(S) OR ANY RELATED WEBSITE OR TECHNOLOGY WILL BE UNINTERRUPTED, ERROR FREE OR VIRUS FREE, (ii) AS TO THE RESULTS THAT MAY BE OBTAINED BY USING THE ONLINE BIDDING PLATFORM OR ANY RELATED WEBSITE OR TECHNOLOGY, OR (iii) AS TO THE ACCURACY, COMPLETENESS, RELIABILITY, SECURITY, OR CURRENT NATURE OF THE ONLINE BIDDING PLATFORM OR ANY RELATED WEBSITE TECHNOLOGY. IF YOU ARE DISSATISFIED WITH THE AUCTION, OR THE NATURE, CHARACTER, OR FUNCTIONALITY OF TECHNOLOGY ASSOCIATED WITH THE AUCTION, YOUR SOLE AND EXCLUSIVE RECOURSE IS TO IMMEDIATELY DISCONTINUE YOUR PARTICIPATION IN THE AUCTION. CENTURION RESERVES THE RIGHT TO TERMINATE YOUR BIDDER REGISTRATION, TO SUSPEND OR TERMINATE YOUR ACCESS TO THE AUCTION, TO IMPOSE LIMITS ON CERTAIN FEATURES OF THE ONLINE BIDDING PLATFORM, AND/OR LIMIT, RESTRICT, OR TERMINATE YOUR ACCESS TO CENTURION'S WEBSITE OR TO THE AUCTION WITHOUT NOTICE.
11.6. Restrictions on Use. YOU agree not to take any action or use any hardware, software, program, or system that would interfere with the orderly conduct of the Auction. YOU agree not to copy, reproduce, or publicly display any content from Centurion's website without first obtaining written permission from Centurion. YOU agree that YOU will not use any robot, spider, other automatic device, or manual process to monitor or copy the Online Bidding Platform(s), Centurion's website, any technology associated with the Auction, and/or any content associated with the Auction. YOU agree that YOU will not use any device, software or routine to interfere with, or to attempt to interfere with, the proper functioning of the Online Bidding Platform(s), Centurion's website, any technology associated with the Auction, or any activity being conducted in connection with the Auction. YOU agree that YOU will not take any action that imposes an unreasonable or disproportionately large load on the Online Bidding Platform(s) and/or Centurion's website and/or online infrastructure. YOU agree that YOU will not copy, reproduce, alter, modify, create derivative works, or publicly display any content from the Online Bidding Platform(s) and/or Centurion's website. Access and use of any Online Bidding Platform is subject to any and all terms and conditions of the Online Platform Provider(s).
11.7. Reporting Bidding Errors. YOU should refresh YOUR browser often to view the most up-to-date bid information and should carefully review every bid YOU choose to make before submitting that bid. Centurion will not assume that any bid, even a bid that increases YOUR own lower bid, was made in error. Bidders may strategically increase their own bids. YOU acknowledge and agree that YOU will be held responsible for having made all bids that are made using YOUR account information, even if YOU claim the bid was made in error.
11.8. Security of Bidder Profile. YOU are responsible for monitoring and maintaining the security of YOUR Bidder Profile information. If, at any time, YOU know or suspect that YOUR Bidder Profile has been hacked, cloned, compromised, or improperly accessed, YOU must immediately notify Centurion, and YOU must also report the incident to the appropriate law enforcement authorities (with a copy of such report sent to Centurion).
12. Prohibited Conduct.
12.1. Viewing Auction to Derive Pricing, Practices, or Proprietary Information. YOU are prohibited from viewing the Auction for the purposes other than the legitimate and good faith intent to be a Bidder. Without limiting the generality of the foregoing, YOU are expressly prohibited from viewing the Auction for the purposes of (i) ascertaining pricing information, (ii) discerning the identities of Bidders or Buyers, or (iii) discovering Centurion’s proprietary sales data. All data made available in connection with the Auction is licensed by Centurion to Bidders and prospective Buyers participating in good faith on a limited basis solely for the duration of the Auction and solely for use in the Auction; and any other use is strictly prohibited and is an infringement of Centurion's rights to such proprietary information and trade secrets.
12.2. Unfair Competition; Restraint of Trade; Bid-Rigging. YOU may not engage in any conduct intended to discourage, or that may have the effect of discouraging, fair competition and an open marketplace, including, without being limited to, making agreements with other Bidders about amounts to be bid, or bids to be withheld, on any Lot(s) (i.e., bid-rigging). YOUR bidding privileges will be terminated if Centurion finds that YOU are acting in collusion with other Bidders, and Centurion maintains all other available remedies in connection therewith.
13 Conduct of Auction. Centurion will regulate all matters relating to the conduct of its Auctions and Centurion's decisions will be final and binding. Without limiting the generality of the foregoing, Centurion may, in its sole and absolute discretion: (i) set starting and ending dates and times; (ii) revise starting and ending dates and times; (iii) start or end an Auction before the scheduled starting or ending dates and times; (iv) cancel any Auction; (v) set opening bids for any or all Lot(s); (vi) establish Reserve Prices if the Auction is With Reserve (and all Auctions are With Reserve unless expressly stated otherwise in writing); (vii) accept or reject any bids; (viii) cancel bidding on any Lot(s); (ix) withdraw Lots on Auction (unless the Auction is an Auction without a reserve or an absolute Auction); and (x) extend or reduce the time to bid on any Lot(s). Centurion will have control over bidding, and Centurion will resolve any and all disputes. If (i) after the Fall of the Hammer or other termination of the bidding Centurion is made aware of a bid that was tendered but not posted prior to the Fall of the Hammer or other termination of the bidding, or (ii) some other bid dispute arises, Centurion may, in Centurion's sole and absolute discretion, reopen the bidding (but will not be required to). Any contract formed with the Fall of the Hammer will be subject to the conditions set forth in this Section. If bidding is reopened pursuant to this Section, the last bid recognized by Centurion prior to the reopening of the bidding will be held, and may not be retracted, and, if no further bids are received, such bid will be the Winning Bid. Centurion will suffer no liability on account of Centurion's determination to reopen the bidding or not. Centurion reserves the right, in Centurion's sole discretion, to terminate, change or suspend the sale of any Lot or any aspect of any Auction. Centurion reserves the right, in Centurion's sole and absolute discretion, to: (i) add or remove Lots; (ii) split or combine Lots, (iii) cancel, suspend, extend, or reschedule the sale of any Lot or of the Auction in whole or in part; (iv) make changes to the Auction's closing, inspection, or removal times, and/or (v) take any other action Centurion deems necessary or appropriate. Advertised times for bidding on particular Lots are estimates provided for convenience only, and Centurion will have no liability with respect to any Lots sold before or after an advertised time.
14. Bid Recognition. YOUR bid is only valid if recognized and posted on the Online Bidding Platform; however, in its sole and absolute discretion, Centurion may reopen the bidding to recognize a bid if it is demonstrated to Centurion’s satisfaction that YOU or another Bidder attempted to execute a bid prior to the Fall of the Hammer, but the bid failed to post for reasons other than a failure or lapse on YOUR part, including the failure, lapse, or disruption of any hardware, software, or connectivity.
15. No Bid Retraction; Irrevocable Offer. Without Centurion's consent (which consent may be granted or withheld in Centurion's sole and absolute discretion), YOU may not retract or revoke a bid that has been acknowledged by Centurion or that YOU have submitted online. YOU acknowledge and agree that Centurion is acting in reliance on tendered bids in the conduct of the Auction, and that bid retraction: (i) is disruptive and interferes with the Auction; (ii) may cause other Bidders to question the integrity of the Auction (among other things, affecting Centurion's reputation); (iii) may reduce Bidder confidence in the Auction process; and (iv) may have a negative effect on the Hammer Price, thereby harming the Seller. As an inducement for Centurion to accept YOUR Bidder Registration and to grant YOU the privilege of bidding at the Auction, and in consideration of the ability to register and bid at the Auction, YOU acknowledge and agree that, without Centurion's prior consent, YOU will not withdraw or to attempt to withdraw any bid tendered by YOU or on YOUR behalf. YOU, further, acknowledge and agree that YOUR bid constitutes an irrevocable offer that will not be terminated by Centurion's solicitation and/or acknowledgment of advancing bids, neither of which constitutes a rejection of YOUR bid.
16. Responsibility for Bids. YOU are responsible for all bids made using YOUR Bidder Number or YOUR Bidder Profile, and if YOU tender a bid that is determined by Centurion to be the Winning Bid, or if a Winning Bid is submitted from YOUR computer, or YOUR device, or from YOUR Bidder Profile, YOU will be the Buyer. YOU are responsible for checking the quantities of the Lot(s) purchased before checking out. No adjustments in quantities will be made after the Lot(s) are checked out. YOUR failure to inspect or otherwise become fully informed about a Lot will not be grounds for a refusal to pay, and will not support a claim against Centurion or Seller. If YOUR Bidder Number is lost, stolen, or misappropriated, or if YOUR Bidder Profile has been hacked or compromised YOU should notify Centurion immediately. YOU will be liable for all bids tendered using YOUR Bidder Number or Bidder Profile prior to giving Centurion notice that YOUR Bidder Number was lost, stolen, or misappropriated or that YOUR Bidder Profile was hacked or compromised.
17. Bidding by or on Behalf of Seller. Seller reserves the right to bid at the Auction, and Centurion may execute bids on Seller's behalf. There is no requirement that any bid executed on Seller's behalf be identified as such or that such bids be tendered under any single Bidder Number or Bidder Profile.
18. Withdrawal by Centurion. Centurion has the right to withdraw any Lot from the Auction at any time prior to the Fall of the Hammer.
19. All Lots Sold "AS IS," "WHERE IS," and "WITH ALL FAULTS." EACH LOT IS BEING EXPOSED FOR SALE, AND WILL BE SOLD, IN ITS "AS IS/WHERE IS" CONDITION AT THE TIME OF THE AUCTION, WITH ALL FAULTS, INCLUDING ANY HIDDEN DEFECTS OF ANY NATURE. UNLESS EXPRESSLY STATED OTHERWISE, NO LOT THAT IS EXPOSED FOR SALE IN ITS "AS IS" CONDITION HAS BEEN MODIFIED, ALTERED, INSPECTED, OR TESTED BY CENTURION. NEITHER CENTURION NOR SELLER MAKES ANY REPRESENTATIONS, WARRANTIES, OR GUARANTEES WHATSOEVER, EXPRESS OR IMPLIED, WRITTEN OR ORAL, REGARDING THE NATURE, VALUE, SOURCE, AUTHENTICITY, DESIGN, CONDITION, USE, ACCURACY OF METERS RECORDING USE, WEAR AND TEAR, MAINTENANCE, MANUFACTURER'S WARRANTIES, MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, QUALITY, CAPACITY, WORKMANSHIP, OR THAT ANY EQUIPMENT SATISFIES ANY PARTICULAR LAW, RULE, OR REGULATION. NO STATEMENT ANYWHERE, WHETHER EXPRESS OR IMPLIED, INCLUDING VERBAL STATEMENTS MADE BY CENTURION, WILL BE DEEMED A WARRANTY OR REPRESENTATION BY CENTURION OR SELLER. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THERE ARE NO WARRANTIES OF TITLE, NON-INFRINGEMENT, AUTHENTICITY, ORIGIN, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR ANY COMMON LAW WARRANTY, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. CENTURION DISCLAIMS ANY RESPONSIBILITY FOR LIENS OR ENCUMBRANCES THAT MAY ATTACH TO OR BE ASSOCIATED WITH ANY LOTS; AND YOU ARE SOLELY RESPONSIBLE FOR SEARCHING OR INVESTIGATING LIENS AND ENCUMBRANCES. IT IS BELIEVED THAT DESCRIPTIONS ARE ACCURATE, BUT THEY ARE NOT GUARANTEED. CENTURION DISCLAIMS LIABILITY FOR ANY TECHNOLOGY-RELATED LOCK, IMPEDIMENT, OR ENCUMBRANCE ASSOCIATED WITH ANY LOT; AND CENTURION HAS NO OBLIGATION TO PROVIDE ANY PASSWORD, LICENSE, TECHNICAL SUPPORT, OR OTHER TECHNOLOGY-RELATED SERVICE, PRODUCT, OR THING ASSOCIATED WITH ANY LOT. CENTURION MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING EMBEDDED SOFTWARE LICENSES, OR WHETHER ANY ACTS OR OMISSIONS BY OR ON BEHALF OF THE SELLER HAVE VOIDED ANY MANUFACTURER WARRANTIES. YOU BEAR ALL RISK OF THE QUALITY AND PERFORMANCE OF ANY LOT(S) PURCHASED BY YOU. YOU ARE RESPONSIBLE FOR COMPLYING WITH ALL LAWS, RULES AND REGULATIONS, INCLUDING GOVERNMENT SAFETY STANDARDS APPLICABLE TO LOTS PURCHASED BY YOU. YOU ACKNOWLEDGE AND AGREE THAT YOU CANNOT RELY ON, AND HAVE NOT RELIED ON, ANY REPRESENTATION, WARRANTY, OR GUARANTEE MADE BY CENTURION, OR SELLER, OR ANYONE ACTING AS AGENT OF SELLER, ORALLY OR IN WRITING, ABOUT ANY LOT. BY BIDDING, YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE HAD A FULL AND FAIR OPPORTUNITY TO INSPECT ALL LOTS, AND THAT YOU ARE RELYING SOLELY ON, OR THAT YOU HAVE WAIVED, SUCH INSPECTION AND INVESTIGATION (i) IN DETERMINING WHETHER TO BID, (ii) IN DETERMINING THE AMOUNT OF A BID, AND (iii) IN BIDDING. IF A PRE-AUCTION INSPECTION IS NOT AVAILABLE, YOU ACKNOWLEDGE AND AGREE THAT (i) YOU ARE KNOWINGLY AND WILLING BIDDING WITHOUT A PRE-AUCTION INSPECTION, (ii) YOU ARE NOT RELYING ON ANY REPRESENTATIONS OR WARRANTIES BY CENTURION OR SELLER, (iii) THAT ANY PHOTOGRAPHS OR OTHER IMAGES OF LOTS ARE ADEQUATE FOR YOUR PURPOSES, (iv) THAT YOU HAVE HAD A FULL AND FAIR OPPORTUNITY TO ASK QUESTIONS AND CONDUCT ANY AND ALL DUE DILIGENCE THAT YOU DEEM NECESSARY, AND (v) YOU ARE ASSUMING ANY AND ALL RISKS ASSOCIATED WITH YOUR PURCHASE OF THE LOT(S) WITHOUT A PRE-AUCTION INSPECTION. THIS "AS IS" DISCLAIMER APPLIES PRE-AUCTION, POST-AUCTION, AND DURING THE AUCTION.
20. Reliance on Photographs; Disputes. Centurion typically posts item descriptions and photographs. Multiple Lots, or items from multiple Lots, may appear in a single photograph. Do not assume that a Lot consists of more than one item merely because various items appear connected or are featured in the same photograph. On occasion, the wrong photograph may be displayed for a particular Lot; however, at all times, YOU are bidding on Lots as they are described. YOU are only entitled to the items described within the Lot Description. YOU are not entitled to any item or items located on, under, in, or about any Lot unless specifically included in the Lot description. If YOU come into possession of any personal property not identified in the description for a Lot purchased by YOU, YOU must promptly notify Centurion and return the item(s) that were not described. Any non-included items that come into YOUR possession are to be considered lost or mislaid property and not abandoned property. If YOU fail to return any item or items not included in the Lot description, Centurion may take immediate action to recover such items (including, without being limited to, commencing an action in conversion and for replevin), and may immediately notify law enforcement, and file a police report. In any disputes, Centurion's records will be conclusive.
21. Description of Lots. UNLESS EXPRESSLY STATED OTHERWISE IN WRITING, ANY DESCRIPTION OF A LOT IS BASED SOLELY ON VISUAL IMPRESSION, AND IS GIVEN SOLELY FOR IDENTIFICATION PURPOSES, AND DOES NOT CREATE ANY WARRANTY, EXPRESSED OR IMPLIED, OR REPRESENTATION BY CENTURION OR SELLER.
22. Contract of Sale for Personal Property. Regardless of the Contract Price, no additional or further writing will be required to evidence the existence of a contract of sale for any Lot, and these Bidder Terms and Conditions, together with Centurion's clerking sheets or other physical or digital notation identifying the Lot, the Hammer Price, the Contract Price, and the Buyer, will be conclusive evidence as to the terms of the sale. These Bidder Terms and Conditions will be incorporated into and made a part of the contract between each Buyer and Seller. Notwithstanding the foregoing, YOU agree that, if requested by Centurion, YOU will sign a memorandum of sale or similar document.
23. Winning Bid; Certification by Centurion. If it appears that YOU have tendered the Winning Bid on one or more Lots, any notice or declaration that the Lot has been "sold" to YOU and any email or invoice that YOU receive will be subject to final certification by Centurion. Any dispute regarding the identity of the Winning Bidder on a Lot will be resolved by Centurion, and Centurion may reopen the Bidding if deemed necessary or appropriate. Centurion's final determination of the Winning Bidder on any Lot will be conclusive.
24. All Sales Final. ALL SALES ARE FINAL. NO REFUNDS OR RETURNS.
25. Limitation of Liability; Indemnification.
25.1. Risk of Loss. CENTURION WILL NOT BE LIABLE TO YOU FOR ANY LOSS, DAMAGE OR INJURY OR EXPERIENCE AT THE PREMISES OR IN CONNECTION WITH MOVEMENT, USE, OR UTILITY OF ANY LOT(S). YOU ASSUME ALL SUCH RISK OF LOSS.
25.2. Release and Indemnification. YOU AGREE TO RELIEVE, RELEASE, INDEMNIFY, HOLD HARMLESS, AND AGREE TO DEFEND CENTURION AND THE SELLER FROM AND AGAINST ANY AND ALL RESPONSIBILITY, DAMAGES, CLAIMS, FINES, PENALTIES, JUDGMENTS, ACTIONS, LAWSUITS AND/OR LIABILITY OF EVERY KIND AND NATURE, INCLUDING WITHOUT LIMITATION PAYMENT OF CENTURION'S REASONABLE ATTORNEYS' FEES AND COSTS, IN CONNECTION WITH OR AS A RESULT OF ANY BREACH OF YOUR OBLIGATIONS, DUTIES OR RESPONSIBILITIES DESCRIBED IN THESE BIDDER TERMS AND CONDITIONS, OR FOR VIOLATION OF ANY PROVISION OF THESE BIDDER TERMS AND CONDITIONS, OR OTHER AUCTION RULES IMPLEMENTED BY CENTURION. IF CENTURION MUST ENFORCE THESE BIDDER TERMS AND CONDITIONS AGAINST YOU IN A COURT OF LAW, IN ADDITION TO ALL OTHER AVAILABLE REMEDIES, YOU WILL BE RESPONSIBLE FOR CENTURION'S REASONABLE ATTORNEYS' FEES AND COSTS.
IN ADDITION, YOU AGREE TO INDEMNIFY AND HOLD CENTURION AND SELLER HARMLESS FROM ANY CURRENT OR FUTURE CLAIM REGARDING THE AUCTION, THE ASSETS, OR YOUR PARTICIPATION IN THE AUCTION, INCLUDING, BUT NOT LIMITED TO, FITNESS, USE, DAMAGE, SAFETY, OR INJURIES TO PERSONS OR PROPERTY.
25.3. CENTURION'S LIABILITY TO YOU FOR ANY AND ALL CLAIMS ARISING FROM OR RELATED TO AUCTIONS, LOT(S) AND/OR THESE BIDDER TERMS AND CONDITIONS WILL NOT EXCEED THE LESSER OF: (i) THE ACTUAL AMOUNT OF MONIES THAT YOU PAID TO CENTURION IN THE SIX-MONTH PERIOD IMMEDIATELY PRECEDING THE INITIAL CLAIM GIVING RISE TO LIABILITY, OR (ii) $10,000. THIS INCLUDES BUT IS NOT LIMITED TO CLAIMS FOR DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY OR INCIDENTAL DAMAGES.
25.4. No Claims Against Sellers or Third-Parties. YOU WILL HAVE NO CLAIMS OF ANY KIND WHATSOEVER AGAINST SELLERS OR THIRD-PARTIES ON WHOSE BEHALF CENTURION SELLS ASSETS.
25.5. Compliance. YOU ACKNOWLEDGE AND AGREE THAT CENTURION IS NOT RESPONSIBLE FOR ENSURING, AND DOES NOT GUARANTEE, THAT ANY LOTS COMPLY WITH ANY APPLICABLE LAWS, RULES, OR REGULATIONS, INCLUDING, WITHOUT BEING LIMITED TO, LAWS, RULES, OR REGULATIONS RELATED TO PROTECTED HEALTH INFORMATION, PERSONALLY IDENTIFIABLE INFORMATION, ENVIRONMENTAL MATTERS, BIOHAZARDS AND CONTROLLED SUBSTANCES. YOU WILL TAKE ALL COMMERCIALLY REASONABLE ACTIONS TO MITIGATE ANY POTENTIAL DAMAGES FROM THE MATTERS DESCRIBED HEREIN AND YOU WILL HOLD HARMLESS, INDEMNIFY, AND DEFEND CENTURION IN CONNECTION WITH THE SAME.
25.6. Typographical Errors. CENTURION WILL NOT BE LIABLE FOR TYPOGRAPHICAL ERRORS OR MISPRINTS.
26. Centurion's Records Conclusive. Absent clerical errors, Centurion's records will be final and conclusive.
27. No Buyer Contingencies. THERE WILL BE NO BUYER CONDITIONS OR CONTINGENCIES TO THE PURCHASE AND SALE OF ANY LOT(S), INCLUDING, WITHOUT BEING LIMITED TO, FINANCING CONTINGENCIES.
28. Title. If YOU are certified as the Winning Bidder on a Lot, YOU will be contractually obligated to pay the Contract Price; however, title and ownership of the Lot will not pass from Seller to YOU until payment is made and has cleared. After payment is received, and has cleared, title will pass from Seller to YOU at the Asset Location.
29. Risk of Loss. Risk of loss will pass for any Lot(s) with respect to which YOU are the Winning Bidder will pass to YOU at the moment that bidding closes on the Lot(s), and Centurion will not be liable to YOU for any loss, shortage, damage or liability that arises from or as a result of any reason whatsoever including, without limitation, negligence, any act or omission, strikes, industrial disputes, civil disruptions, war, terrorism, natural disaster, acts of God, and/or any other event or occurrence in or beyond Centurion's control.
30. Possession. Possession will pass to YOU at the Asset Location.
31. Payment. If YOU are the Winning Bidder on any Lot(s) YOU will be contractually obligated to pay the Contract Price (including the Hammer Price and the Buyer’s Premium), together with any applicable (i) sales, use, transfer and/or excise taxes, (ii) Credit Card Fee; (iii) Wire Transfer Fee, (iv) Handling Fee, (v) Rejected Payment Fee, and/or any other taxes (or similar fees). After the close of the Auction, Centurion will issue an invoice to YOU for any Lot(s) with respect to which YOU are the Winning Bidder. Any late payment will be subject to interest accruing at the daily rate based on 1.5% per month.
31.1. Time for Payment. All invoices must be paid within three (3) days from the date of the invoice.
31.2. Method of Payment. Payments may be made in by certified funds, automated clearing house (“ACH”), credit card, wire transfer, and, in Centurion's discretion, approved personal or business check (made out to Centurion Service Group); provided, however, that Centurion reserves the right to require that invoices be paid by wire transfer when necessary. Payment may also be made by Taycor financing (subject to approval and additional terms), but YOUR obligation to pay any invoice is not contingent on such financing. A three percent (3%) "Credit Card Fee" fee will be added to YOUR invoice if payment is made by credit card, and “Wire Transfer Fee" will be added to YOUR invoice if payment is made by wire transfer.
31.3. Rejected Payment Fee and Returned Check Fee. As used in this Section:
(i) The "Rejected Payment Fee" is the amount of the fee incurred by Centurion if YOUR method of payment is for any reason not successfully processed, plus ten percent (10%).
(iii) The “Returned Check Fee” Any checks that are returned unpaid will be subject to a returned check fee in the amount of fifty dollars ($50.00), and Centurion will be entitled to recover, from YOU, all costs and expenses, including attorneys' fees, for the collection of payment made in the form of a check that has been returned unpaid.
32. Delivery. All Lots will be delivered to YOU at the Asset Location. Centurion has no obligation to move or relocate any Lot(s) to YOUR location or to a location designated by YOU. YOU may designate, appoint, and empower an agent to accept delivery of YOUR purchases at the point of sale, and to arrange for shipment of YOUR property to a location designated by YOU.
33. Sales Tax. Unless an exemption applies, all purchases are subject to sales tax in the State in which the Asset Location is Located, and sales tax will be calculated based on the Contract Price (i.e., the Hammer Price plus the Buyer's Premium). If the taxing authority from a jurisdiction other the jurisdiction in which the Asset Location is Located, and where delivery was made, requires the collection and remittance of sales tax, use tax, or a similar tax, YOU will be responsible for payment of an amount equal to such tax, and YOU agree to indemnify Centurion and hold Centurion harmless with respect to the same. If it is determined that sales tax is collected and paid to the wrong taxing authority, YOU and Centurion will cooperate in efforts to obtain a refund of such tax and its remittance to the proper taxing authority.
34. Tax-Exempt Status. If YOU are exempt from payment of sales tax, or other taxes applicable to YOUR purchases at the Auction, YOU must submit proof of tax-exempt status at the time YOU register for the Auction; and YOU must submit a new tax-exempt form for every Auction. If YOU have not submitted proof of tax-exempt status at the time YOU Registered for the Auction, Centurion will be unable to consider identifying YOU as exempt from taxation and YOUR only recourse will be to apply directly to the applicable taxing authority for a refund. Notwithstanding YOUR submission of proof of tax-exempt status to Centurion, tax exempt determinations are made by the applicable taxing authorities. YOU agree that if an applicable taxing authority denies or rejects your tax-exempt status after the Auction, YOU will be responsible for payment of the required taxes, and YOU agree to indemnify Centurion and Seller, and to hold Centurion and Seller harmless, from and against any claims by an applicable taxing authority. It is YOUR responsibility to confirm YOUR tax-exempt status with the applicable taxing authorities.
35. Calculation of Sales Tax; Sales Tax Disputes. Sales tax will be calculated, and collected, based on the Contract Price, which includes the Hammer Price plus the Buyer's Premium. If (i) YOU believe that YOUR purchase is subject to a sales tax exemption that is not recognized by Centurion, or (ii) YOU believe that the Buyer's Premium portion of the Contract Price should not be subject to sales tax, or (iii) you otherwise dispute the sales tax, YOU should address YOUR dispute to the appropriate taxing authority and seek a refund from the appropriate taxing authority to the extent that the same may be available to YOU.
36. Failure to Pay. If you fail to pay for your purchase(s) within the time provided under these Bidder Terms and Conditions (or as otherwise posted on Centurion's website), YOU will be deemed to have abandoned any interest in the Lot(s), but YOU will remain liable for payment of (i) the Hammer Price (subject to any mitigation of damages if the Lot(s) are subsequently sold), and (ii) one hundred percent (100%) of the Buyer's Premium (even if the Lot(s) are subsequently sold). Unpaid Lot(s) may be retained by Seller, resold at a subsequent auction, or otherwise disposed of. If unpaid Lot(s) are sold in a subsequent transaction, YOU will be liable for (i) any shortfall or deficiency on the resale of the Lot(s), (ii) one hundred percent (100%) of the Buyer's Premium, and (iii) all costs and expenses incurred in connection with the subsequent sale of the Lot(s). Under no circumstances will YOU be entitled to any surplus from the subsequent sale of any unpaid Lot(s). Centurion may charge interest on the Purchase Price at the rate of one and one-half percent (1.5%) per month (pro-rated). Centurion may also charge a storage fee of twenty-five dollars ($25) per Lot, per day, commencing on the day after YOUR invoice is due to be paid and continuing until the subsequent sale or other disposition of the Lot(s). Centurion and/or Seller may, at any time, commence a lawsuit against YOU.
37. Pick-up and Removal; Shipping; Insurance. YOU are responsible for pick-up and removal of Lot(s) purchased by YOU. Pick-up and removal dates and times will be as posted or announced by Centurion. Unless otherwise agreed, YOU are solely responsible for the disassembly, deinstallation, packaging, rigging, loading, removal, shipping, and transportation of each Lot purchased by YOU and for all costs incurred with respect thereto. Disassembly and removal must be done in a workmanlike manner, and YOU will indemnify and hold harmless both Centurion and Seller(s) against any and all damage caused by YOU or YOUR employees, agents, representatives, or independent contractors in connection with the disassembly or removal of any Lot(s). Any and all damage, including personal injury, without being limited to damage to land or buildings, caused by YOU or by YOUR employees, agents, representatives, or independent contractors, will be repaired by YOU, or at YOUR expense, to the satisfaction of Centurion and Seller(s). YOU are responsible for insuring all Lots purchased by YOU at No Lot(s) will be released to YOU until YOUR final invoice has been paid in full. During pick-up, YOU (and your agents, employees, and/or contractors) must (i) abide by all Centurion rules for the Asset Location, (ii) may only enter permitted areas, and (iii) may only remove YOUR purchased Lot(s). YOU will indemnify and hold Centurion harmless against any claims that arise from YOUR removal of Lots from the Asset Locations including, but not limited to, any claim arising from YOU not abiding by Centurion policies and procedures and/or removing unauthorized Lots or other items. Neither Centurion nor Seller will assist YOU in removing Lots from the Asset Site. If any Lot(s) must be deinstalled, YOU must be qualified in accordance with industry standards to deinstall the Lot(s) and to remove Lot(s) from the Asset Location, and, if YOU are not qualified, YOU must retain a qualified third-party to remove the Equipment from the Asset Location. Before permitting any deinstall, Centurion may require that YOU, or the third-party YOU have engaged, provide a certificate of insurance (underwritten by a licensed U.S. insurer and in the form of ACORD 25 forms) to Centurion that has coverage types and limits specified by Centurion. If YOU purchase Lots located in the State of Florida (and you are located outside of the state of Florida), Centurion is legally obligated to deliver the Lots to a common carrier or licensed Customer broker for delivery to YOU, and Centurion will include the expense it incurs on YOUR invoice. An administrative expense fee of two-hundred and fifty dollars ($250.00) per day will be charged for each day after the close of the pick-up date until the Lot(s) is picked up by YOU. The administrative expense fee will be increased each day on a sliding scale, based upon the sales price (ie: For the sales price range of $0 - $50,000, the administrative expense fee will increase by $3 per Lot each day; for sales price range $50,000 - $100,000, such fees will increase by $6 per Lot each day; for sales price range $100,000 - $250,000, such fees will be $9 per Lot each day, and above $250,000 such fees will be $12 per Lot each day). YOU agree that this is a reasonable fee to account for administrative services, storage and otherwise and it is not a penalty.
38. Failure to Pick-up or Remove; Abandonment. If YOU are the Winning Bidder on any Lot(s), and, after paying the Contract Price for such Lot(s), YOU fail to pick-up or remove such Lot(s) within three (3) days after the Auction, or another time period as communicated by Centurion, YOU will be deemed to have abandoned such Lot(s) and any interest therein to Centurion, and YOU will give up any and all rights with respect to such Lot(s). Lots that have been abandoned to Centurion may be retained by Centurion, sold at a subsequent auction, or otherwise disposed of. YOU will not be entitled to any proceeds from the sale of any abandoned Lot(s). Centurion may charge a storage fee of twenty-five dollars ($25) per Lot, per day commencing on the day.
39. Possessory Lien. At any time during which Centurion is in possession of any Lot(s) with respect to which YOU are the Winning Bidder, or with respect to which you may have (or claim) an interest, Centurion will have a possessory lien against such Lot(s) to secure payment of any and all amounts owing from YOU to Centurion and/or any Seller, and such Lot(s) may be sold in order to recover monies owing from YOU to Centurion and/or any Seller.
40. No Stop Payment Orders or Credit Card Chargebacks. YOU agree that YOU will not, under any circumstances, (i) issue a stop payment order with respect to any checks issued at or in connection with the Auction, or (ii) initiate a credit card chargeback with respect to any purchases at the Auction. YOU further agree that if, in violation of these Terms and Conditions, a stop payment order is issued or a credit card chargeback is initiated, your agreement to these Bidder Terms and Conditions will be evidence of Your waiver of any rights to issue a stop payment order or initiate a credit card chargeback and YOU shall remain liable for all purchases made at the Auction and for all costs and expenses (including attorneys’ fees) incurred by Centurion and/or Seller in challenging the stop payment order or credit card chargeback and/or in collecting payment.
41. Claims. After a Lot has been removed from the Asset Location by YOU, or on YOUR behalf, no claims or returns will be allowed and no claim will be allowed for adjustments or rescission of any sales based on the failure of a Lot to correspond with any standard and/or expectation.
42. Application of Certain Laws and Regulations.
42.1. YOUR Obligation to Know and Comply With Applicable Laws and Regulations. YOU are responsible for complying with all applicable laws, regulations, rules, and conditions of purchase related to any applicable states, and, to the extent permissible, this will be deemed to be Centurion's notice of any such requirements and YOU will independently investigate and comply. YOU represent and warrant that YOUR purchase and intended use of any Lot(s) complies with all applicable laws, regulations, rules, and conditions. This provision will be deemed Centurion's notice to YOU of any such requirements, which YOU will independently investigate and with which YOU will comply.
42.2. Assets Located in Texas. ASSETS LOCATED IN TEXAS CAN ONLY BE PURCHASED UNDER THE FOLLOWING CIRCUMSTANCES:
(i) if sold to an individual or entity located in Texas, that individual or entity must be licensed under §229.605(a) of Title 25 of the Texas Administrative Code as either a Salvage Establishment or Salvage Broker of medical devices; or
(ii) if sold to an individual or entity located outside the state of Texas, intended for reconditioning of the device prior to sale or distribution to the ultimate consumer located outside Texas, provided that purchaser provides documentation that discloses the purchaser is aware that the device requires reconditioning and that the purchaser is authorized to perform such reconditioning under laws applicable to the state in which the person is located; or
(iii) if the device sold is a non-prescription device to be used solely for a non-medical purpose (e.g. research, teaching, or analysis) and not introduced into commercial distribution for use on man or other animals, provided these conditions of sale or distribution are disclosed to the purchaser in writing.
42.3. Office of Foreign Assets Control (“OFAC”). Centurion will not directly or indirectly sell Assets to, or receive payments or remittances for Assets from, any person or entity that is an OFAC-sanctioned country, government, national, or resident or any person or entity that is listed, or that owns a controlling interest in or is otherwise controlled by a person or entity that is listed, on the OFAC List (https://sanctionssearch.ofac.treas.gov/).
42.4. Legal Compliance; Export. YOU will comply with all applicable federal, state, and local laws, including the Foreign Corrupt Practices Act, and warrant that no Lot(s) will be exported to the Republic of China, to OFAC-Sanctioned Countries, or persons on the OFAC List. If YOU are purchasing the Assets for export, YOU are responsible for obtaining any required export or import licenses or documentation, and YOU are responsible for purchasing the Assets in accordance with the US Export Administration Regulations (EAR).
43. Remedies.
43.1. YOUR Remedies; No Incidental or Consequential Damages. To the extent that YOU may be entitled to any remedies or recourse, the sole and exclusive remedy available to YOU is a return of the monies actually paid by YOU. Under no circumstances will Centurion or any Seller be liable for incidental or consequential damages, including, without being limited to, lost profits or reduced productivity. YOU acknowledge and agree that YOU are not entitled to specific performance or other equitable relief.
43.2. Centurion and Seller Remedies. If YOU breach YOUR obligations under these Terms and Conditions or under a sale contract with the Seller of any Lot(s), the Lot(s) may be resold and YOU will be responsible for any and all damages, including any deficiency or reduction in the Contract Price, along with incidental damages. YOU acknowledge and Agree that YOU will be liable for the full amount of the Buyer's Premium even it a Lot is sold at a subsequent sale, and that Centurion has no obligation to mitigate damages regarding the Buyer's Premium. YOU agree, further, that Centurion and/or Seller may seek equitable relief (including injunctive relief or specific performance) without the necessity of any bond or similar deposit in a court having jurisdiction.
44. Private Sale. YOU agree not to enter into, or to agree to enter into, a Private Sale for the purchase of any Asset(s) included, or scheduled to be included in, the Auction, prior to or during the Auction. If YOU purchase any Asset(s) included in, or scheduled to be included in, the Auction in a Private Sale prior to, or during, or within ten (10) days after the Auction, Centurion will be entitled to receive an amount equal to Centurion's full Commission and Buyer's Premium, and YOU and Seller will be jointly and severally responsible for the payment of such amount.
45. YOUR Relationship With Centurion. Centurion is not YOUR agent, and does not represent YOU.
46. Holding of Funds. Any monies held by Centurion (including, without being limited to, Payments by Buyers) may be held in an interest-bearing escrow account, and, if held in an interest-bearing escrow account, any and all accrued interest on such monies will be retained by Centurion. YOU acknowledge and agree that no part of any interest accrued on funds held in escrow will be due or payable to YOU or to any person or entity other than Centurion.
47. Set-Off. Any monies in Centurion's possession that are payable to YOU may be applied against any amounts due and owing from YOU to Centurion or to any Seller.
48. Third-Parties and Subsequent Purchasers. Centurion has no relationship with any third-parties or subsequent purchasers of Lot(s), and no third-party or subsequent purchaser may rely on any statements or descriptions made by Centurion, nor will Centurion have any liability to such persons or entities. YOU agree to indemnify Centurion and to hold Centurion harmless from and against any and all claims made by third-parties or subsequent purchasers of any Lot(s) purchased by YOU.
49. Ownership of Data. Centurion will own and, subject to applicable laws, rules and regulations, have the right to use all data it gathers in connection with any Auction and all related matters, including, without being limited to, data provided by YOU and other Bidders and/or generated based on YOUR participation and/or the participation or other Bidders at any Auction, all of constitute proprietary information and trade secrets.
50. Mailing List. Centurion may use Bidder Registration information to notify previously registered Bidders (by email or otherwise) about future Auctions and events. YOU may opt out of receiving such notifications by providing written notice to Centurion.
51. Section Headings and Captions. The headings and captions used in these Bidder Terms and Conditions are for the convenience of reference only, and in no way define, limit, or describe the scope or intent of these Bidder Terms and Conditions or any particular section or sub-section hereof, or the proper construction thereof.
52. Governing Law; Jurisdiction; Venue; Waiver of Jury Trial. These Bidder Terms and Conditions will be governed by and construed under and in accordance with the laws of the State of Indiana including its statutes of limitation but without regard to its rules governing conflict of laws. All claims, disputes, and other matters arising from, or otherwise related to, these Bidder Terms and Conditions, the Auction, and/or any Lot(s) will be brought only in the Superior Court sitting in and for Marion County, Indiana, which court will have exclusive jurisdiction, and will be the exclusive venue, for any and all such claims, disputes, and other matters; and YOU waive any challenges to jurisdiction and venue, including, without being limited to, challenges based on an inconvenient forum. YOU WAIVE THE RIGHT TO TRIAL BY JURY.
53. Limitation of Actions. Any litigation regarding the Auction or YOUR purchases at the Auction must be commenced within one (1) year after the close of the Auction or be forever barred.
54. Attorneys' Fees. If YOU breach YOUR obligations under these Bidder Terms and Conditions, Centurion and/or Seller will be entitled to recover all costs and expenses, including attorneys' fees incurred in enforcing their respective rights hereunder.
55. Waiver. Centurion, in its sole and absolute discretion, may decline to enforce any part of these Bidder Terms and Conditions in any instance, and Centurion’s failure to enforce any part of these Bidder Terms and Conditions will not constitute a waiver of Centurion's right to enforce any other part of these Bidder Terms and Conditions to subsequently enforce the waived provision. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, CERTAIN PROVISIONS OF THESE BIDDER TERMS AND CONDITIONS ARE FOR THE EXCLUSIVE BENEFIT OF CENTURION AND/OR SELLER(S). SUCH PROVISIONS, INCLUDING, WITHOUT BEING LIMITED TO, BIDDER REGISTRATION AND QUALIFICATION REQUIREMENTS, PAYMENT TERMS, REMOVAL AND DELIVERY TERMS, AND INSPECTION TERMS, DO NOT CREATE, AND WILL NOT BE DEEMED TO CREATE, ANY BENEFITS OR RIGHTS IN FAVOR OF ANY OTHER PERSONS, INCLUDING COMPETING BIDDERS, AND MAY NOT BE ENFORCED BY ANY OTHER PERSONS. EITHER GLOBALLY OR ON A CASE-BY-CASE BASIS CENTURION AND/OR SELLER MAY (BUT WILL NOT BE REQUIRED TO) WAIVE ANY PROVISIONS OF THESE BIDDER TERMS AND CONDITIONS THAT ARE INTENDED FOR THE BENEFIT OF CENTURION AND/OR SELLER.
56. Invoice and Communications from Centurion. YOU will be invoiced for your purchases at the conclusion of the Auction. If YOU are present at the Asset Location at the conclusion of the Auction, an invoice will be delivered to YOU at that time and may also be sent to YOU by email. If YOU are a remote Bidder, an invoice will be sent to you by email after the conclusion of the Auction. YOU ACKNOWLEDGE AND AGREE THAT EMAIL COMMUNICATIONS, INCLUDING, WITHOUT BEING LIMITED TO, INVOICES, PAYMENT INSTRUCTIONS, AND PAYMENT REMINDERS, MAY BE SENT OR TRANSMITTED TO YOU BY Centurion, OR THOSE ACTING ON CENTURION'S BEHALF, AT ANY TIME DURING THE DAY OR NIGHT, AND YOU EXPRESSLY CONSENT TO THE TRANSMISSION, AND YOUR RECEIPT, OF COMMUNICATIONS FROM OR ON BEHALF OF CENTURION BY EMAIL OR OTHERWISE (INCLUDING, WITHOUT BEING LIMITED TO, INVOICES, PAYMENT INSTRUCTIONS, AND PAYMENT REMINDERS) AT ANY TIME DURING THE DAY OR NIGHT WITHOUT LIMITATION AS TO THE DAY OF THE WEEK OR THE TIME OF DAY THAT SUCH EMAIL IS TRANSMITTED OR RECEIVED, AND WITHOUT REGARD TO WHETHER SUCH TRANSMISSION OCCURS ON A LEGAL HOLIDAY.
57. Commercial Transaction. THE AUCTION AND ALL PURCHASES MADE AT THE AUCTION ARE COMMERCIAL TRANSACTIONS, NOT CONSUMER TRANSACTIONS. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT NO PURCHASE MADE BY YOU AT THE AUCTION IS A CONSUMER TRANSACTION, BUT IS, INSTEAD, A COMMERCIAL TRANSACTION.
58. Revision of Bidder Terms and Condition. Centurion may revise, modify, or amend these Bidder Terms and Conditions at any time and from time to time without prior notice.
