Georgetown Real Estate Auction!! Charming 1,058 sq. ft., 3 bedroom, 1 bath brick ranch home with mechanics dream with 1-car attached garage and 3-bay (30x50) detached heated and cooled garage with large attic for storage in a very convenient location to all amenities. Enjoy your time outside under the covered rear deck with plenty of room for entertaining. Mechanical features are all electric, heat pump and central air, electric water heater, city water, septic tank connected to sewer and air compressor in detached garage will stay. All appliances in home stay. Hot tub, appliances in garage & personal items do not stay. Home is move-in ready and being Sold "AS IS" to the highest bidder.
WARD AUCTION SERVICES, LLC
AUCTION TERMS AND CONDITIONS
FOR BIDDERS AND OTHER PARTICIPANTS
TABLE OF CONTENTS
1. Acknowledgment of Auction Terms and Conditions. .................................................... 1
2. Definitions and Interpretations. ...................................................................................... 3
3. Auctioneer Powers. ......................................................................................................... 7
4. Location. .......................................................................................................................... 7
5. Bidder Registration. ......................................................................................................... 8
6. Auction Times. ................................................................................................................. 9
7. Lots. ............................................................................................................................... 10
8. Reservations................................................................................................................ 11
9. Incremental Bidding. .................................................................................................. 12
10. Sealed Bidding. ........................................................................................................... 15
11. Retractions. ................................................................................................................. 17
12. Winning Bids. ............................................................................................................. 18
13. Real Property. ............................................................................................................. 19
14. Buyer’s Premium. ....................................................................................................... 19
15. Sales Tax..................................................................................................................... 23
16. Payment. ..................................................................................................................... 23
17. Removal of Lots. ........................................................................................................ 25
18. Abandonment.............................................................................................................. 26
19. Private Sale. ................................................................................................................ 27
20. Audiovisual Issues. ..................................................................................................... 27
21. Prohibited Use. ........................................................................................................... 28
22. Breach. ........................................................................................................................ 29
23. Limitation of Liability. ............................................................................................... 29
24. Assumption of Risk. ................................................................................................... 30
25. Indemnification and Release. ..................................................................................... 32
26. Notice.......................................................................................................................... 32
27. Successors, Assigns, and Beneficiaries. ..................................................................... 33
28. Miscellaneous. ............................................................................................................ 33
Page 1 of 34
THIS DOCUMENT CONTAINS IMPORTANT INFORMATION REGARDING YOUR
RIGHTS AND OBLIGATIONS, AS WELL AS CONDITIONS, LIMITATIONS, AND
EXCLUSIONS THAT APPLY TO YOU. PLEASE READ IT CAREFULLY. These Auction
Terms and Conditions apply to Auctions conducted by Ward Auction Services, LLC
(“Auctioneer”), and constitute a legal, valid, binding, and enforceable contract between Auctioneer
and You. These Auction Terms and Conditions, along with any applicable written purchase
agreement, form the basis for the contract of sale between You and the Seller to the extent You
are the Winning Bidder on any Lot.
1. Acknowledgment of Auction Terms and Conditions.
A. Binding Terms.
1. The Auction is conducted under and in accordance with these Auction Terms and
Conditions, any Publicity, any announcements or corrections made by Auctioneer at
the time of the Auction, and applicable law.
2. All Participants, not just Bidders, are hereby made subject to these Auction Terms and
Conditions to the maximum extent permitted by applicable law.
B. Online Auction Platform. Access and use of any Online Auction Platform is subject to any
and all third-party terms and conditions provided therein.
C. Privacy Policy. The Terms of any Auctioneer Privacy Policy are hereby incorporated by
reference.
D. Acceptance.
1. BY REGISTERING AS A BIDDER, YOU ACKNOWLEDGE AND AGREE THAT
YOU HAVE READ, UNDERSTOOD, AND HAD A FULL AND FAIR
OPPORTUNITY TO REVIEW THESE TERMS AND CONDITIONS WITH OR
WITHOUT AN ATTORNEY, AND AGREE TO BE BOUND THEREBY.
2. BY TENDERING A BID, EVEN IF YOU ARE NOT REGISTERED, YOU
THEREBY AGREE TO BE BOUND TO THESE AUCTION TERMS AND
CONDITIONS.
3. Acceptance of these Auction Terms and Conditions specifically serves as an
inducement on which Auctioneer will rely in the decision whether to accept a Bidder
Registration, to issue a Bidder Account, and to permit a Bidder to bid at the Auction.
E. Responsibility.
1. You are responsible for all bids made with Your Bidder Account.
2. Each Person that owns the computer, device, or Bidder Account on which any Winning
Bid is tendered will be deemed to be the Winning Bidder and will be jointly and
severally responsible with each other such Person.
Page 2 of 34
3. If Your Bidder Account has become lost, stolen, or misappropriated, hacked, or
compromised, You must notify Auctioneer immediately. You are responsible for all
bids made prior to the notice.
F. Amendments.
1. Auctioneer may amend these Auction Terms and Conditions from time to time and at
any time without notice to You by posting the amendments on Auctioneer’s web site.
2. With respect to a particular Auction, Auctioneer may supplement these Auction Terms
and Conditions with conspicuous announcements, postings, and corrections, which are
binding and take precedence over any Publicity.
3. Should You not accept any amendment to these Auction Terms and Conditions, or
should Auctioneer make any announcement, posting, or correction with which You do
not agree, You must immediately notify Auctioneer of Your objection thereto and cease
all further participation in the Auction.
4. Your continued voluntary participation in the Auction, whether at the Auction Site or
as a Remote Bidder, constitutes further evidence of Your consent to be bound by, and
to comply with, all Auction Terms and Conditions.
G. Additional Contracts.
1. Nothing in these Auction Terms and Conditions shall be construed to limit the right of
Auctioneer and You to enter into and abide by additional special terms made in writing
that relate to the Auction.
2. Whenever these Auction Terms and Conditions conflict with the terms of a contract
entered into between Auctioneer and You, the terms of the contract control with respect
to the parties, any property that is the subject of the contract, and, as justice may require,
to any other Person.
3. If an act would be a violation under these Auction Terms and Conditions but is
specifically permitted in a contract entered into by Auctioneer and You, the act is
instead not a violation.
H. Electronic Communications. By accessing or using the Online Auction Platform, by
providing Your e-mail address during Bidding Registration or on Auctioneer’s web site,
or by sending Auctioneer an e-mail, You consent to receive communications from
Auctioneer electronically.
I. Relationship.
1. Except as expressly stated otherwise in writing, Auctioneer provides services as an
independent contractor and acts on behalf of Seller only; Auctioneer is not Your agent
nor does Auctioneer represent You.
2. Auctioneer is not responsible for statements made by others, including Seller.
Page 3 of 34
3. The receipt and/or execution of any bid will not operate to create an agency relationship
between Auctioneer and You.
4. You recognize that Auctioneer has not acted as Your attorney or tax advisor in
connection with the Auction.
5. You recognize and consent that Auctioneer may independently own a Lot (and, under
such circumstances, also acts as the Seller) and/or may have a legal, beneficial, or
financial interest in a Lot as a secured creditor or otherwise.
6. You recognize and consent that Auctioneer may independently bid on a Lot for its own
private purposes as a competitor to other Bidders.
2. Definitions and Interpretations.
A. The following definitions apply to these Auction Terms and Conditions unless the context
clearly indicates or requires a different meaning:
1. “Absentee Bid” means a bid on a Lot tendered to Auctioneer in advance of the Bidding
Period for execution during the Bidding Period under terms established by Auctioneer.
2. “Absolute” (sometimes known as “without reserve”) means, with respect to an Auction
or the offering for sale of a Lot at an Auction, that the subject Asset is being offered
for sale to the High Bidder regardless of the amount of the High Bid without being
Subject to Confirmation, and with no limiting conditions, restrictions, or reservations
other than payment of the Contract Price.
3. “Asset” means any and all of Seller’s real and personal property that is intended to be
offered for sale at an Auction.
4. “Auction” means any auction conducted by Auctioneer.
5. “Auction Terms and Conditions” includes:
a. this document;
b. the terms and conditions for Bidder Registration;
c. the terms and conditions of the third-party Online Auction Platform;
d. the terms and conditions of any Purchase Agreement;
as each may be lawfully amended from time to time; provided, however, that the term
“Auction Terms and Conditions” does not include any Publicity.
6. “Auction Site” means the physical location where the Auction is conducted or where
inspections or Removal may be made.
7. “Auctioneer” means Ward Auction Services, LLC.
Page 4 of 34
8. “Bidder” means any Person that tenders an offer or makes a bid at an Auction, whether
or not the Person is registered for the Auction and whether or not the Person does so in
the capacity as a principal or agent.
9. “Bidder Account” means the records generated for each Bidder from registration and
bidding history and includes the unique number assigned for identification purposes.
10. “Bidder Registration” means the formal enrollment of a prospective Bidder to bid at an
Auction, including the Bidder’s provision of information and agreement to be bound
by the Auction Terms and Conditions; the term does not include any separate
registration with the Online Auction Platform.
11. “Bidding Period” means, with respect to a Lot, the period during which bids thereon
may be officially tendered and recognized.
12. “Buyer’s Premium” means, with respect to a Lot, a non-refundable administrative fee,
which is to be paid by the Winning Bidder to Auctioneer and which becomes
Auctioneer’s own property.
13. “Contract Price” means an amount equal to the final sale price plus the amount of the
Buyer’s Premium.
14. “Deposit” means the monetary amount required by Auctioneer from a Bidder as a part
of Bidder Registration to help secure the Bidder’s bids.
15. “Fall of the Hammer” means, with respect to a Lot, the point in time after one or more
bids on the Lot have been received at which Auctioneer announces the sale of the Lot
by the fall of the hammer, by declaring the Lot “sold,” by allowing a countdown timer
on the Online Auction Platform to elapse, or in other customary manner.
16. “High Bid” means, with respect to a Lot, the then-current highest amount offered from
all bids recognized by the Auctioneer or the Online Auction Platform, disregarding any
bid that Seller may have rejected when Subject to Confirmation.
17. “High Bidder” means the Bidder recognized by the Auctioneer as having made the
then-current High Bid.
18. “Increment” means the amount by which the High Bid must generally be raised in order
for a subsequent bid to be executed by Auctioneer or the Online Auction Platform.
19. “Incremental Bidding” means a method of offering Lots for sale by which Bidders
generally tender an initial bid or a bid that exceeds the High Bid and applicable
Increment.
20. “Lot” means each individual Asset or grouping of Assets offered or intended to be
offered for sale as a single unit at an Auction.
21. “Maximum Bid” means a Remote Bid that is communicated to Auctioneer or the
Online Auction Platform that indicates a desire not to make a single advancing bid but
Page 5 of 34
rather, as may necessary to obtain and maintain a High Bid, a series of Increment bids
to be executed up to the maximum amount specified.
22. “Online Auction Platform” means the hardware and software utilized to conduct an
Auction online and to facilitate online bidding, including any associated, adjunct,
and/or complementary websites, services, premiums, and promotions.
23. “Participant” means any Person who attends or who otherwise participates in the
Auction, whether physically or remotely; the term includes Bidders, prospective
Bidders, and their collective agents and accompanying minors, including those
involved only in inspection and Removal activities.
24. “Person” means any individual 18 years or older, and any partnership, firm, company,
corporation, association, joint stock company, trust, estate, governmental entity, or any
other legal entity; the term also includes any legal representatives, agents, and assigns
thereof except where the inclusion would create a substantial injustice.
25. “Private Sale” means, with respect to any Asset for which a sale was not finalized as
part of the Auction, an event whereby the Asset is offered for sale by the Seller.
26. “Private Sale Price” means, with respect to one or more Assets offered for sale at a
Private Sale, either:
a. the purchase price for the Assets, as part of an arms’-length transaction; or
b. the fair market value of the property, if otherwise disposed or transferred;
whichever is higher.
27. “Publicity” means, with respect to a Lot, all information that is produced by Auctioneer
and provided on the Online Auction Platform, Auctioneer’s website, and any other
Auction-related communications; provided, however, that the term does not include
these Auction Terms and Conditions.
28. “Purchase Agreement” means, with respect to the sale of a Lot, the sales contract that
is automatically formed thereby between the respective Winning Bidder and Seller,
except as it may otherwise be reduced to writing between those parties in accordance
with these Auction Terms and Conditions.
29. “Remote Bid” means a bid on a Lot that is not communicated directly to the Auctioneer
in person or by proxy at the Auction Site, whether or not the respective Bidder is present
at the Auction Site.
30. “Remote Bidder” means a Person who tenders a Remote Bid.
31. “Removal” (related term: “Remove”) means the act of disassembly, derigging, picking
up, transport, and/or effecting the delivery of a sold Lot by, or on behalf of, its
respective Winning Bidder at the date(s), time(s), and location(s) indicated for such
during the Auction or as later otherwise agreed to by Auctioneer and the Winning
Page 6 of 34
Bidder in writing; provided, however, that with respect to an Unsold Lot or Asset, the
term instead refers to the scheduled pickup of the Asset by Seller.
32. “Reserve Price” means the minimum amount that a Bidder must tender for a bid on a
Lot for the bid to be accepted as a Winning Bid.
33. “Sealed Bid” means a bid tendered in accordance with Sealed Bidding procedures.
34. “Sealed Bidding” means a method of offering Lots for sale by which Bidders tender a
single hidden bid without Incremental Bidding in accordance with the Publicity.
35. “Seller” means, with respect to an Asset before it has been sold at the Auction, its
owner; the term includes any agents of the Person except for Auctioneer and except
where the inclusion would create a substantial injustice.
36. “Subject to Confirmation” means, with respect to any Lot identified as such, that even
after the High Bid has been executed by Auctioneer, Seller may determine, in Seller’s
sole and absolute discretion, to either accept or reject the bid.
37. “Unpaid Lot” means a Lot for which the respective Winning Bidder has not timely
made full payment for the Contract Price.
38. “Unsold” means, with respect to any Lot or Asset, that no bid or offer was accepted
therefor by Auctioneer, other than for which a retraction was authorized by Auctioneer.
39. “Winning Bid” means, with respect to a Lot, the High Bid at the Fall of the Hammer,
disregarding any bid that Auctioneer may reject in accordance with Applicable Law.
40. “Winning Bidder” means the Bidder who tendered the Winning Bid.
41. “With Reserve” means, with respect to a Lot, that the Auctioneer may withdraw the
Lot and/or reject bids placed thereon before the Fall of the Hammer.
42. “You” (related terms: “Your,” “Yourself”) means and includes, except where the use
would create a substantial injustice:
a. any Person who explicitly agrees to these Auction Terms and Conditions or who
impliedly agrees thereto by some act of continued participation in the Auction;
b. any Person You represent or on whose behalf You are acting; and
c. Your parent entities, subsidiaries, legal representatives, successors, agents, and
assigns;
provided, however, that the term does not include the Auctioneer, any legal authority
(or agent thereof) with jurisdiction over the Auction, or, with respect to a Lot, the Seller.
B. Interpretive Rules. The following rules of construction shall apply to these Auction Terms
and Conditions except where the text or context clearly indicates or requires a different
construction.
Page 7 of 34
1. Headings. Section and subsection headings may be used as an aid to interpretation.
2. Tense. The use of a verb in the present tense shall include the future, if applicable.
3. Conjunctions. A competent authority may interpret “and” and/or “or” to include the
other as if written “and/or,” if the general sense favors the construction.
4. “May.” The use of “may” with respect to any Auctioneer power in these Auction Terms
and Conditions means that the Auctioneer can choose to exercise, or refrain from
exercising, the power for any reason and in its sole and absolute discretion.
5. “Including.” The words “including,” “included,” and “include” will be deemed to be
followed by the phrase “without limitation.”
3. Auctioneer Powers.
A. Scope. Auctioneer will regulate all matters relating to the conduct of the Auction.
Consequently, the powers enumerated in this section are not exhaustive of the entirety of
Auctioneer’s powers.
B. Bidder Registration. Auctioneer may refuse to accept a Bidder Registration from any
prospective Bidder, may refuse to grant bidding privileges to any prospective Bidder, and
may suspend or revoke the bidding privileges of any Bidder at any time.
C. Sale of Lots. Auctioneer may terminate, change, or withdraw from sale any Lot before its
respective Bidding Period and may alter any Auction procedures and features.
D. Bidding Period. Auctioneer may suspend, extend, reset, reschedule, reopen, or close the
Bidding Period on any Lot (e.g., for failure of the Online Auction Platform).
E. Bidding. Auctioneer will have sole and absolute control over bidding procedures.
F. Auction Site. Auctioneer may eject any Bidder or other Participant from the Auction Site
at any time.
G. Lot Removal. Auctioneer may prohibit the Removal of any Lot from the Auction Site until
payment for the Lot has cleared.
H. Disputes. Auctioneer will resolve any and all disputes, and Auctioneer’s decision will be
final and binding.
I. Records. Absent any clerical error, Auctioneer’s records will be final and conclusive.
J. Waiver. Auctioneer may waive any provision of these Auction Terms and Conditions that
are intended for the benefit of Auctioneer and/or Seller.
4. Location.
A. Auction. Except as otherwise indicated in the Publicity, the Auction is being conducted at
the Auction Site, which is located in the State of Indiana.
Page 8 of 34
B. Property. Except as otherwise indicated in the Publicity, all Lots are to be construed as
offered for sale and, if sold, sold in the State of Indiana.
C. Documentation. Notwithstanding the physical location of any Bidder or Participant:
1. these Auction Terms and Conditions;
2. all bids and payments; and
3. all contracts between Seller and Winning Bidder;
will be deemed to have been made, accepted, and entered into in the State of Indiana.
D. Delivery. Except as otherwise agreed to by Auctioneer in writing, all Lots will be deemed
to have been delivered from the Auction Site where the Lot is located.
5. Bidder Registration.
A. Requirement. All Bidders must register to bid at the Auction using forms required by
Auctioneer; provided, however, that Auctioneer may receive a bid from any Person that
has not satisfied all requirements for Bidder Registration.
B. Qualifications. Auctioneer may condition Bidder Registration on certain qualifications,
such as proof of availability of funds or guarantee of financial responsibility, as Auctioneer
may determine to be reasonably necessary or appropriate. Any qualifications will be made
part of the Publicity and are incorporated into these Auction Terms and Conditions.
C. Documentation. During Bidder Registration, Bidders must provide a copy of a valid form
of government-issued identification and proof of qualifications for any other requirement
announced in the Publicity.
D. Disclaimer. BIDDER QUALIFICATION PROVISIONS ARE INTENDED FOR THE
BENEFIT OF AUCTIONEER AND SELLER ONLY AND CREATE NO RIGHT OR
INTEREST FOR ANY OTHER PERSON, INCLUDING COMPETING BIDDERS.
E. Deposit.
1. This subsection only applies to the extent that Seller has announced a Deposit
requirement in the Publicity.
2. During Bidder Registration, as evidence of a Bidder’s financial responsibility, each
Bidder must provide to Auctioneer a payment pre-authorization and Deposit in the
amount stated in the Publicity.
3. To make a Deposit, a Bidder must include on the Online Auction Platform the Bidder’s
credit card number and 3-digit card verification value found on the credit card.
4. Seller may charge a registered Bidder’s credit card an amount less than One Dollar
($1.00) to ensure that the account is active and functional. Any such charged amount
will be returned within seven (7) days.
Page 9 of 34
5. The Deposit must remain in effect until the close of the Auction.
6. Any Deposit received will be held in a non-interest-bearing reserve account.
7. If the Bidder is not a Winning Bidder with respect to any Lot or if the Winning Bidder
has satisfactorily performed all of its payment obligations, the balance of the Deposit
will be released in accordance with the respective banking or credit card company’s
standard procedures.
F. Eligibility. By registering to bid, a Bidder represents to Auctioneer that:
1. to the extent that the Bidder is a natural Person, the Bidder is at least eighteen (18)
years of age and is otherwise legally able to enter into contracts; or
2. to the extent that the Bidder is an entity (i.e., a corporation, limited liability company,
or other organization), the Bidder has the power and authority to register, to bid, and to
complete a purchase transaction if it is a Winning Bidder.
G. Security of Bidder Account. Each Bidder is responsible for monitoring and maintaining
the security of the Bidder Account and its contents. If, at any time, a Bidder knows or
suspects that the Bidder Account has been hacked, cloned, compromised, or improperly
accessed, the Bidder must immediately notify Auctioneer thereof in writing. Any Bidder
who notifies Auctioneer in this manner will not be responsible for a third-party bid made
through the Bidder Account after the notice is received by Auctioneer.
H. Waiver. Auctioneer, independently or on Seller’s behalf, may waive any Bidder
Registration requirements, either generally or on a case-by-case basis.
I. Mailing List. Auctioneer may use Bidder Registration information to notify previously
registered Bidders (by email or otherwise) about future Auctions and events. A Bidder
may opt out of receiving the notification by providing written notice to Auctioneer.
6. Auction Times.
A. Posted Times. The Bidding Period advertised in the Publicity is an estimate provided for
convenience only. Auctioneer assumes no liability with respect to any Lot sold before or
after the advertised Bidding Period.
B. Time Zones. The default local time zone for the Auction Site is Eastern Daylight Time.
Except as otherwise stated, all posted or listed times are intended to reference the local
time zone at the Auction Site. Posted Auction times and time displays are approximate.
C. Calculation of Days. Time limits shall be computed by excluding the first day and
including the last. Any provision specifying a certain amount of days includes all
intervening weekdays, weekends, and/or holidays except that, if the last day be a Saturday,
Sunday, or an official holiday in the state of the Auction Site, it will be excluded from the
computation.
Page 10 of 34
D. Timestamps. Any document received after the close of Auctioneer’s regular business hours
shall be deemed received the following business day.
7. Lots.
A. Lot Descriptions and Images.
1. Any description of a Lot, and any photograph, drawing, depiction, or other image of
the Lot, that is provided by Auctioneer is based solely on visual impression and is given
solely for identification purposes.
2. For each Lot, Auctioneer will pass along Seller’s representations.
3. By tendering a bid on a Lot, the respective Bidder waives any argument that a
description or image of the Lot may be inadequate in any way.
4. EXCEPT AS AUCTIONEER OR SELLER OTHERWISE EXPRESSLY STATES IN
WRITING, NO LOT DESCRIPTION OR IMAGE CREATES ANY
REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED.
B. “As Is / Where Is” Condition. EACH LOT IS OFFERED 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.
EXCEPT AS EXPRESSLY STATED OTHERWISE IN WRITING, PROPERTY THAT
IS OFFERED FOR SALE IN ITS “AS IS” CONDITION HAS NOT BEEN MODIFIED,
ALTERED, INSPECTED, OR TESTED BY AUCTIONEER. NEITHER AUCTIONEER
NOR SELLER MAKES ANY REPRESENTATION, WARRANTY, OR GUARANTEE
WHATSOEVER, EXPRESS OR IMPLIED, REGARDING THE NATURE, VALUE,
SOURCE, AUTHENTICITY, MERCHANTABILITY, FITNESS, AND/OR ANY
OTHER ASPECT OR CHARACTERISTICS OF THE LOT. NO STATEMENT
ANYWHERE, WHETHER EXPRESS OR IMPLIED, INCLUDING VERBAL
STATEMENTS MADE BY AUCTIONEER, WILL BE DEEMED A WARRANTY OR
REPRESENTATION BY AUCTIONEER OR SELLER. WITHOUT LIMITING THE
GENERALITY OF THE FOREGOING, THERE ARE NO WARRANTIES OF NON-
INFRINGEMENT, AUTHENTICITY, ORIGIN, MERCHANTABILITY, OR FITNESS
FOR A PARTICULAR PURPOSE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED.
EXCEPT AS EXPRESSLY STATED OTHERWISE IN WRITING, AUCTIONEER
DOES NOT GUARANTEE OR WARRANT HOURS OR MILEAGE ON MACHINERY,
EQUIPMENT, OR VEHICLES. THIS “AS IS/WHERE IS” DISCLAIMER APPLIES
PRE-AUCTION, MID-AUCTION, AND POST-AUCTION.
C. Inspection. By tendering a bid on a Lot where inspection is available, the respective Bidder
certifies that he or she:
1. is solely responsible for any inspection desired;
Page 11 of 34
2. has had a full and fair opportunity to inspect the Lot;
3. is relying solely on, or has waived, the inspection; and
4. has not relied on any statement, representation, warranty, or guarantee made by
Auctioneer, Seller, or their respective agents or representatives.
D. Inspection Unavailable. By tendering a bid on a Lot where inspection is unavailable, the
respective Bidder certifies that he or she:
1. is knowingly and willingly bidding on the Lot without an inspection;
2. is not relying on any statement, representation, warranty, or guarantee by Auctioneer,
Seller, or their respective agents or representatives; and
3. assumes any and all risks associated with the purchase of the Lot without an inspection.
E. Questions. By tendering a bid on a Lot, a Bidder waives any argument that he or she did
not have a full and fair opportunity to ask questions and to conduct any and all due diligence
deemed necessary or appropriate therefor, and that any responses received or observations
made were inadequate.
8. Reservations.
A. Applicability. Except for a forced sale or as otherwise expressly and unequivocally stated
by Auctioneer in writing, each Lot will be deemed, by default, to be offered for sale: (i)
with a Reserve Price; (ii) With Reserve (NOT AN ABSOLUTE AUCTION); and (iii)
Subject to Confirmation.
B. Reserve Price. Auctioneer may choose to reveal the Reserve Price as expressly agreed to
between Auctioneer and Seller in writing. Any Lot for which a bid exceeding the Reserve
Price that has not been accepted will be deemed Unsold.
C. Power to Withdraw. Auctioneer may withdraw from sale any Lot With Reserve before the
Fall of the Hammer, even if a bid therefor has been tendered and/or executed.
D. Bidding by Seller.
1. Right. Except with respect to any Lot that is expressly identified in writing as being
offered as an Absolute Auction, the respective Seller may bid on the Lot (e.g., either
directly or by having Auctioneer execute bids on Seller’s behalf).
2. Identification. For any Lot offered for sale With Reserve, there is no obligation that
any bid by or on behalf of the respective Seller be identified as such or that the bid be
made under any particular Bidder Account.
E. Seller Confirmation. For the sale of any Lot Subject to Confirmation, Auctioneer will only
accept the High Bid on Seller’s confirmation, approval, and acceptance of same.
Page 12 of 34
F. Revival. For the sale of any Lot Subject to Confirmation, a rejection by Seller will not
serve to revive any previous High Bid.
9. Incremental Bidding.
A. Scope. This section applies only to Incremental Bidding and does not apply to any Lot
being offered for sale by Sealed Bidding.
B. Increments.
1. Policy. Auctioneer may establish, control, adjust, and/or modify bid Increments and
procedures therefor.
2. Increment Amounts. The Increment amounts will be those imposed by the Online
Auction Platform. To the extent an Auction does not use an Online Auction Platform,
the Increment amounts will be those posted in the Publicity. To the extent an Auction
does not use an Online Auction Platform and the Increment amounts are not listed in
the Publicity, the Auctioneer recognizes the following Increment amounts as standard
based on the then-current High Bid:
High Bid Increment
> $1.00 $1.00
> $20.00 $5.00
> $60.00 $10.00
> $200.00 $25.00
> $500.00 $50.00
> $1,000.00 $100.00
> $2,500.00 $500.00
> $5,000.00 $1,000.00
> $10,000.00 $2,500.00
> $25,000.00 $5,000.00
> $60,000.00 $7,500.00
> $120,000.00 $10,000.00
> $200,000.00 $15,000.00
> $350,000.00 $25,000.00
3. Binding Effect. The standard Increments are only binding on Auctioneer in the context
of executing Maximum Bids; otherwise, they serve as bidding guidelines only.
Page 13 of 34
C. Bidding Procedure. To make a bid, a Bidder may use any means designated in the
Publicity. The most common means are: (i) live advancing bids in the amount equal to or
in excess of the amount solicited by Auctioneer in person or by proxy at the Auction Site;
(ii) via the Online Auction Platform; (iii) or by phone. In addition, any Remote Bidder
may also tender a Maximum Bid.
D. Absentee Bidding.
1. Policies. The Auctioneer may receive, execute, and accept Absentee Bids and may
create policies and procedures therefor and require compliance therewith.
2. Disclaimer. The Auctioneer will make reasonable efforts to execute any Absentee Bid
received but assumes no liability to any Bidder for the failure to execute any Absentee
Bid for any reason whatsoever. The receipt of any Absentee Bid is an administrative
procedure only and does not create any agreement or agency relationship between the
Bidder and Auctioneer.
3. Resolving Tie Bids. In any auction that involves a tie bid with a live Bidder and one
or more Absentee Bids, the first such bid to be executed by the Auctioneer will be
deemed the High Bid irrespective of the order in which any such bid was received. The
Auctioneer may also restart the bidding.
E. Remote Bids.
1. Policies. The Auctioneer may receive, execute, and accept Remote Bids and may
create policies and procedures therefor and require compliance therewith.
2. Disclaimer. The Auctioneer will make reasonable efforts to execute any Remote Bid
received but assumes no liability to any Remote Bidder for the failure to execute any
Remote Bid for any reason whatsoever. The receipt of any Remote Bid is an
administrative procedure only and does not create any agreement or agency relationship
between the Bidder and Auctioneer.
3. Resolving Tie Bids. In any auction that involves a tie bid with a live Bidder and one
or more Remote Bids, the first such bid to be executed by the Auctioneer will be
deemed the High Bid irrespective of the order in which any such bid was received. The
Auctioneer may also restart the bidding.
F. Maximum Bids. To the extent that the Online Auction Platform can accommodate
Maximum Bids, a Bidder may place a Maximum Bid. This has the effect of allowing the
Online Auction Platform to automatically place bids on the Bidder’s behalf, using the
smallest Increment necessary to ensure the Bidder remains the High Bidder up to the limit
of the Maximum Bid. A Maximum Bid may not be recognized or executed to the extent
that it does not exceed the applicable Increment.
G. Maximum Bids.
Page 14 of 34
1. Power. To the extent it is in accordance with any Publicity or as allowed by the Online
Auction Platform, any Remote Bidder may make a Maximum Bid on a Lot instead of
a single advancing bid.
2. Initial Effect. If a Maximum Bid is for an amount that is greater than two Increments
higher than the then-current High Bid, the Auctioneer will raise the initial bid or High
Bid by one Increment.
3. Raises. If a new High Bid raises a bid previously executed from a Maximum Bid, the
Auctioneer will then again execute the Maximum Bid to raise the High Bid by one
Increment unless the Maximum Bid is for an amount less than Increment, in which case
the stated Maximum Bid amount will be used instead.
4. Example #1. For a Lot with a current High Bid of $75.00, if a new Bidder tenders a
Maximum Bid of $450.00, the new High Bid will be $85.00 based on the Increment.
Then, executing the Maximum Bid, Auctioneer will raise any new High Bid by $10.00
each time until the High Bid exceeds $200.00, whereupon the Auctioneer will raise the
High Bid by $25.00 each time up to the amount of the $450.00 Maximum Bid.
5. Extensions. A Remote Bidder may authorize Auctioneer to advance a High Bid by one
or more additional Increments after the amount of the Remote Bidder’s Maximum Bid
has been reached. Auctioneer will only apply such additional Increments if the full
Increment can be applied and as if any new High Bidder had bid only the next minimum
Increment amount.
6. Example #2. The maximum amount stated in the Maximum Bid has been raised by a
new High Bidder by exactly one Increment, but the Maximum Bid further authorizes
two additional Increments. Auctioneer will execute on behalf of the Remote Bidder a
new High Bid using the next Increment, but will do so the second time only if any new
High Bid is also raised exactly by the Increment.
7. Subject to Increment. Auctioneer may treat any Maximum Bid that that does not raise
the then-current High Bid by at least two Increments as a single advancing bid.
Auctioneer may ignore any Maximum Bid that does not raise the then-current High Bid
by the applicable Increment.
H. Increment Fluctuations.
1. Accelerated Bidding. To facilitate Auction flow, Auctioneer may initially solicit bids
in excess of the applicable Increment and execute only those bids that correspond to
the solicitation, subject to the Publicity and these Auction Terms and Conditions.
2. Cut Bids. When the bidding on a Lot has stalled, Auctioneer may solicit and/or execute
single advancing bids in an amount less than the applicable Increment; provided,
however, that in the context of an Absolute Auction, Auctioneer will execute any bid,
even if it does not meet the amount of the Increment.
Page 15 of 34
I. Bidding Period Extension or Reopening.
1. Discretion. Auctioneer may extend and/or reopen the Bidding Period in any of the
following scenarios where a clear injustice would not result.
a. The Lot was offered for sale Subject to Confirmation, and Seller has not consented
to the sale.
b. It is not clear whether a bid on the Lot was made immediately before or after the
Fall of the Hammer, such as may occur when executing both live bids and Remote
Bids.
c. Auctioneer is made aware of clear evidence promptly after the Fall of the Hammer
that a bid that was previously unnoticed has gone unrecognized.
d. Auctioneer is made aware that Auctioneer and its assistant have each acknowledged
a High Bid in the same amount from different Bidders.
e. Some other bid dispute arises.
f. The Lot is an Unsold Lot.
g. With respect to any Lot offered for sale exclusively via the Online Auction
Platform, an automatic Bidding Period extension feature extends the Bidding
Period to allow raises against a bid that has been made within a set interval
approaching the Fall of the Hammer.
Auctioneer may instead ignore any putative bid and declare the Lot “sold.”
2. High Bid. Except in a case of rejection by Seller, if the Bidding Period for a Lot is
reopened, the bid recognized by Auctioneer as the High Bid prior to the reopening
remains as such.
3. Disclaimer. Auctioneer assumes no liability to any Bidder because of Auctioneer’s
decision to extend or reopen the Bidding Period or not.
J. Effect of Sale. Subject to this section and applicable law, after the Fall of the Hammer for
a respective Lot, bids for the Lot are no longer executed, and the High Bidder becomes the
Winning Bidder, subject to any Reserve Price.
K. Online Auctions. For Auctions conducted exclusively via the Online Auction Platform,
the Fall of the Hammer occurs when the time allotted for the Bidding Period elapses, except
as may be automatically extended from time to time.
L. Software Issues. To the extent that any Bidder desires to make a bid but has been
improperly prevented from doing so by the Online Auction Platform, the Bidder should
make the bid using other means (e.g., phone call or prior proxy arrangements).
10. Sealed Bidding.
Page 16 of 34
A. Scope. This section applies only to Sealed Bidding and does not apply to any Lot being
offered for sale by Incremental Bidding. Whenever the terms of this section should conflict
with the Auction Terms and Conditions generally, this section controls.
B. Limit. Each Bidder is entitled to tender only one Sealed Bid for each Lot, subject to the
replacement Sealed Bid policy in this section.
C. Procedure.
1. Except to the extent Auctioneer authorizes otherwise in the Publicity, to make a Sealed
Bid during the Bidding Period, a Bidder must either use the Online Auction Platform
or notify the Auctioneer via overnight shipping service, first-class mail, or personal
delivery.
2. If authorized generally in the Publicity, no communication via email or fax will be
accepted for Sealed Bidding purposes unless the email address or fax number used
matches the information provided by the Bidder during Bidder Registration or as later
amended.
3. Sealed Bids may not be tendered via phone.
D. Contents. In the Sealed Bid notice, the Bidder must identify the Lot in some ascertainable
manner, the name of the Bidder, and the bid amount. To avoid confusion, the Bidder should
identify the Lot by both Lot number and description or include the original Publicity for
the Lot. Any bid that is missing required information or that the Auctioneer deems illegible
or ambiguous is void and has no effect.
E. Envelope. Each Sealed Bid envelope should be sealed, signed across the seal, and should
identify the Auction, the Lot number, the name of the Bidder, and the date of the Sealed
Bid in a conspicuous and neat manner on the outside of the envelope.
F. Signature. Each Sealed Bid tendered via overnight shipping, first-class mail, or personal
delivery must be signed by Bidder or else is void and has no effect. If the exterior of the
Sealed Bid envelope has not been signed, Auctioneer may contact the Bidder to ensure that
the Sealed Bid within has been signed.
G. Bidding Period.
1. The Bidding Period begins immediately after Bidder Registration and ends at the date
and time stated in the Publicity; provided, however, that if no time is stated, then
Auctioneer may determine the end of the Bidding Period.
2. Sealed Bids received after the Bidding Period are void and have no effect.
3. Sealed Bids received during the Bidding Period but not executed for whatever reason
during the Sealed Bid opening are void and have no effect unless the Auctioneer
determines that no injustice would result (e.g., notice of the High Bid has not yet been
publicly communicated).
Page 17 of 34
H. Disclaimer.
1. Auctioneer will make reasonable efforts to execute any Sealed Bid received but
assumes no liability to any Bidder for the failure to execute any Sealed Bid for any
reason whatsoever.
2. Auctioneer will make reasonable efforts to keep the identity and amount of any Sealed
Bid private but assumes no liability to any Bidder for any disclosure of the Sealed Bid
if it is not tendered in an appropriately marked sealed envelope.
I. Disclosures.
1. To the extent that Auctioneer learns of the amount of a Sealed Bid, Auctioneer will not
purposely disclose the amount to other Bidders or even to the Seller.
2. Auctioneer may disclose the minimum bid and the number of bids received to date on
any given Lot.
J. Conditions. No Bidder may subject its Sealed Bid to any conditions, such as an acceptance
date. All such conditions shall be construed as void and of no effect, and the Sealed Bid
may be accepted as if the Sealed Bid had no such conditions.
K. Replacement Bids. With respect to any Lot, a Bidder may tender a replacement Sealed Bid
of a higher amount than the original Sealed Bid, subject to any Online Auction Platform
restrictions. With respect to any Lot, a Bidder may tender a replacement Sealed Bid of a
lower amount than the original Sealed Bid only to the extent Auctioneer allows retractions
in the Publicity. When bid retractions are allowed, to the extent it is unclear which bid of
a Bidder is the most recent, the Auctioneer shall discount as the most recent any bid that is
clearly subject to a later bid or retraction, and take the highest bid of the rest.
L. Bid Opening. With respect to any Lot, Auctioneer will make all reasonable efforts to open
and/or read all conforming Sealed Bids received during the Bidding Period at the date,
time, and location stated for the opening in the Publicity. Subject to any Reserve Price,
Subject to Confirmation by Seller, and to any final negotiations, as described in this section,
the Lot shall be declared “sold,” and the High Bidder shall be declared to be the Winning
Bidder.
M. No Commentary. No Bidder commentary is allowed during the opening of any Sealed Bid
nor, if received, shall have any effect on the interpretation of the Sealed Bid.
N. Tiebreak. If two or more Bidders have tendered High Bids of identical amounts, the Person
who first sent the High Bid to the Auctioneer shall be considered the Winning Bidder. If
the time that a High Bid was sent cannot be established, it shall be deemed sent at the end
of the Bidding Period. If all tied High Bids are deemed to have been sent at the same time,
then the Winning Bidder shall be determined by random chance.
11. Retractions.
Page 18 of 34
A. Effect. Bid retractions are disruptive, interfere with the Auction, undermine Bidder
confidence in the Auction, and may have a negative impact on a Lot’s final sale price.
B. Reliance. Auctioneer relies on communicated bids in the conduct of the Auction.
C. Prohibition. No Bidder may retract, revoke, reduce, or cancel a bid that has been
acknowledged by Auctioneer or that has been tendered via the Online Auction Platform.
D. Exception. Notwithstanding anything in this section, Auctioneer may allow a bid retraction
for good cause, such as a clear typo or immediate oral correction, or as specifically allowed
in any Publicity.
E. Revival. No retraction, if allowed, will serve to revive any previous bid.
12. Winning Bids.
A. Obligation. A Person who is declared or certified as the Winning Bidder on a Lot will be
contractually obligated to pay the Contract Price. The resulting Purchase Agreement is
made directly between the Seller and the Winning Bidder.
B. Winning Bidder Certification. After the Fall of the Hammer, Auctioneer will certify the
final determination as to the Winning Bidder of each Lot. The certification may be
generated manually or automatically, and the Auctioneer may make this certification
personally, by email, by electronic message, or otherwise.
1. The certifications are occasionally, though rarely, generated in error. Auctioneer may
act in good faith to retract any certification that is discovered to have been sent in error.
C. Documentation. No additional writing will be required to evidence the existence of a
Purchase Agreement for any Lot sold at the Auction regardless of the Contract Price, and
the Bidder Registration (if any), these Auction Terms and Conditions, Auctioneer’s
clerking sheets, and any other physical or digital notation identifying the Lot, the final sale
price, and the Winning Bidder will be conclusive evidence of the sale and Purchase
Agreement between the Winning Bidder and the Seller, as well as the terms of the sale.
D. Ownership. Except with respect to any sale of real property, title, ownership, and risk of
loss for any Lot pass to the Winning Bidder immediately at the Fall of the Hammer, subject
to an Auctioneer lien to ensure that the Winning Bidder fulfills the Purchase Agreement
and pays the Contract Price, Buyer’s Premium, and other taxes and fees.
E. Incorporation. These Auction Terms and Conditions are ipso facto incorporated into and
made a part of the respective Purchase Agreement between Winning Bidder and Seller.
F. Memorandum. Auctioneer may require a Winning Bidder to sign a memorandum
memorializing the sale, but the absence of any such memorandum will not affect the sale
or the Purchase Agreement.
G. Removal. See the “Removal of Lots” Section of these Auction Terms and Conditions.
Page 19 of 34
13. Real Property.
A. Scope. This section applies only to any Lot offered for sale that involves Real Property.
B. Additional Definitions. The following definitions apply to this section.
1. “Closing” means the settlement of a sale of Real Property at which, in accordance with
the Purchase Agreement, the Seller sells, transfers, assigns, and conveys Seller’s right,
title, and interest in the Real Property to the Winning Bidder, and the Winning Bidder
pays the Contract Price.
2. “Real Property” means any Asset that constitutes real estate, and includes all structures
and fixtures attached thereto at the start of the Bidding Period.
C. Identity Disclosure. If Bidder is not an individual, Bidder must disclose upon Seller or
Auctioneer request the name of each individual who has at least a Ten Percent (10%)
ownership interest in Bidder or Bidder’s owners at any level of ownership.
D. Separately Deeded Parcels. If the Real Property consists of two or more separately deeded
parcels, Auctioneer may offer the parcels individually, as an entire group, or by various
combinations, and the bids received by each method will be held until it is determined
which method yields the most favorable result to the Seller. Bidding may be conducted in
multiple rounds, and in a round-robin fashion, and methods or combinations may be
eliminated until the final method or grouping yielding the most favorable result to the Seller
has been determined.
E. Breaks and Recesses. Auctioneer may take breaks or recesses during the bidding on Real
Property, and the breaks or recesses will not operate to terminate the bidding except as
expressly stated. Auctioneer may suspend the bidding on Real Property without having
declared the Lot Unsold. Auctioneer may then resume the Bidding Period for a stated or
unstated period.
F. Buyer’s Premium. Notwithstanding anything in these Auction Terms and Conditions to
the contrary, except as otherwise indicated in the Publicity, the Buyer’s Premium for each
Lot that constitutes Real Property will be in an amount equal to TEN PERCENT (10%) of
the final sale price.
G. Purchase Agreement.
1. Review. A draft of the respective Purchase Agreement will be available for Bidder
review prior to any Real Property being offered for sale.
2. Contingencies. The Purchase Agreement must not contain any Bidder contingencies
of any type, including those related to financing, inspection, survey, or zoning.
3. Acceptance. The Winning Bidder must execute the Purchase Agreement immediately
after the Auction. In an Absolute Auction, Seller must execute the Purchase Agreement
at the Fall of the Hammer. In an Auction Subject to Confirmation or With Reserve,
Page 20 of 34
Seller must execute the Purchase Agreement on Seller’s confirmation and acceptance
of the High Bid Subject to Confirmation. If Seller does not execute the Purchase
Agreement within fourteen (14) days after the Auction, the Deposit will be returned to
the Winning Bidder, and the Purchase Agreement will be of no further force or effect,
and neither the Bidder nor Seller will have any obligation or liability thereunder.
4. Closing. Notwithstanding anything in these Auction Terms and Conditions to the
contrary, payment for Real Property must be made at Closing. Time is of the essence
with respect to the purchase and sale of Real Property. The Winning Bidder must agree
for the Closing to be held within forty-five (45) days of the Auction and must schedule
the Closing in good faith. If the Closing does not occur within that time, the Seller may
terminate the sale without penalty to either Seller or Auctioneer.
5. Incorporation. The draft Purchase Agreement is incorporated into and made a part of
these Auction Terms and Conditions.
H. Broker Fee. Auctioneer may pay a broker fee in an amount and manner established by
Auctioneer to any broker who has registered with Auctioneer in such capacity and who has
participated in procuring a Winning Bidder or who has otherwise assisted in facilitating
the sale of the Real Property.
I. Financing. The Winning Bidder will be solely responsible for, and will pay, any amounts
and fees it has incurred for financing any Real Property that is has purchased.
J. Recording Fees. The Winning Bidder will be responsible for, and will pay, any fees
required for recording the deed for any Real Property.
K. Apportionment of Taxes. Real estate taxes and any other periodic realty fees and costs
must be apportioned pro rata. Seller pays for all days up to and including the date of the
Closing, and Winning Bidder pays for all days following the date of the Closing.
L. Other Closing Fees. Except as otherwise provided in this section, the Winning Bidder will
be responsible for, and will pay, its own attorney fees and one-half (1/2) of any other
Closing fee.
M. Zoning; Land Use. NEITHER AUCTIONEER NOR SELLER MAKES ANY
REPRESENTATION OR WARRANTY AS TO THE ZONING OF THE REAL
PROPERTY OR ANY OTHER ENCUMBRANCE OR LAND USE RESTRICTIONS
AFFECTING THE REAL PROPERTY. IT IS THE RESPONSIBILITY OF EACH
BIDDER TO MAKE SUCH INQUIRIES AND INVESTIGATIONS AS MAY BE
NECESSARY TO CONFIRM THE APPLICABLE ZONING, ENCUMBRANCES, AND
LAND USE RESTRICTIONS AFFECTING THE REAL PROPERTY. THE SALE OF
THE REAL PROPERTY WILL NOT BE CONTINGENT IN ANY WAY ON ZONING,
ENCUMBRANCES, OR LAND USE RESTRICTIONS OR ON WHETHER A
WINNING BIDDER CAN PUT THE REAL PROPERTY TO ANY DESIRED USE.
Page 21 of 34
EACH BIDDER ACKNOWLEDGES AND AGREES THAT THE BIDDER IS NOT
RELYING ON ANY REPRESENTATION BY SELLER OR AUCTIONEER
CONCERNING ZONING, ENCUMBRANCES, OR OTHER LAND USE
RESTRICTIONS THAT AFFECT THE REAL PROPERTY.
N. Seller’s Disclosures. If the Real Property is residential in nature, Seller will complete,
unless otherwise exempt, a state-issued Seller’s residential real estate sales disclosure form
that, to the best of Seller’s knowledge, is true, accurate, and complete in every respect. If
the Real Property includes residential improvements constructed prior to 1978, Seller will
complete an appropriate lead-based paint disclosure statement.
O. Title Commitment. Only at Winning Bidder’s request and sole cost, Auctioneer will cause
Seller to order a commitment for title insurance in the amount of the Winning Bid to be
issued by Auctioneer’s preferred title insurance company, showing marketable title in
Seller’s name, with standard title exceptions applying, and/or legible copies of all recorded
instruments affecting the Real Property or recited as exceptions. Standards of marketability
shall be those used and accepted in Floyd County.
P. Survey. Only at Winning Bidder’s request and sole cost, Auctioneer will cause Seller to
deliver a survey of the Real Property.
Q. Breach.
1. By Seller. If Seller should breach any of its obligations with respect to Real Property,
the Winning Bidder’s sole and exclusive remedy will be the return of the Deposit and
any other monies actually paid by the Winning Bidder. Under no circumstances will
Auctioneer or Seller be liable for incidental or consequential damages relating to the
sale, including those related to lost profits or reduced productivity. Specific
performance is not available as a remedy to the Winning Bidder.
2. By Winning Bidder. If the Winning Bidder breaches any of its obligations with respect
to Real Property, the Winning Bidder will forfeit the respective Deposit and any other
monies actually paid to Seller or Auctioneer, and will pay all of Seller’s and
Auctioneer’s costs and expenses, including reasonable attorneys’ fees and costs of
litigation. If the Real Property is subsequently offered for sale at Auction or Private
Sale, the Winning Bidder will be responsible for any and all costs and expenses
incurred with respect thereto, including those related to advertising and labor. The
Winning Bidder will also be responsible for any shortfall between the Contract Price
and any subsequent lower purchase price for which the real property may be sold.
R. Risk of Loss. Seller retains the risk of loss for damage to Real Property until the transfer
of title to the Real Property to the Winning Bidder at Closing.
Page 22 of 34
S. Casualty. In the event of any loss or damage to Real Property that exceeds ten percent
(10%) of the Contract Price, Seller may elect to either repair the damages, provide adequate
credit at Closing, or terminate the Purchase Agreement.
T. Jurisdiction. Notwithstanding anything in these Auction Terms and Conditions to the
contrary, the sale of any Real Property will be governed by the state in which the property
is located.
14. Buyer’s Premium.
A. In General. Each Lot is subject to a Buyer’s Premium that will be calculated as a
percentage of the final sale price.
B. Responsibility. The Buyer’s Premium accrues at the Fall of the Hammer, vests in the
Auctioneer, and is the payment responsibility of the Winning Bidder.
C. Display. The exact percentage of the Buyer’s Premium is typically shown on the Bidder
Registration page and/or is otherwise stated in the Publicity.
D. Default Percentage. Except as otherwise indicated in the Publicity or this Agreement, the
Buyer’s Premium will be in an amount equal to TWENTY PERCENT (20%) of the final
sale price.
E. Variable Percentage.
1. The amount of the Buyer’s Premium may vary depending on whether a bid is tendered
via the Online Auction Platform, at the Auction Site, or otherwise.
2. Auctioneer may reduce, either universally, or on a case-by-case basis, the amount of
the Buyer’s Premium.
F. Processing Fees. The Auctioneer may display and assess a credit card processing fee
and/or check verification fee on top of the Buyer’s Premium to cover the costs associated
with processing the Buyer’s Premium.
G. Advance Payment. The fees assessed pursuant to this section shall be paid in advance
before the Removal of any Lot.
H. No Cancellation.
1. Ignorance of, or refusal to pay, the Buyer’s Premium shall in no way entitle a Winning
Bidder to retract, revoke, or cancel a Winning Bid.
2. Default on the payment of a Lot does not discharge the Winning Bidder’s obligation,
in full or in part, to pay the Buyer’s Premium associated therewith, even if the Lot is
resold and a separate Buyer’s Premium is obtained thereon.
Page 23 of 34
3. Once the Buyer’s Premium is earned at the Fall of the Hammer, it is impossible for
Auctioneer to mitigate its damages with respect to the Buyer’s Premium, and therefore
Auctioneer has no obligation to do so.
15. Sales Tax.
A. Applicability. Unless an exemption applies, each purchase is subject to sales tax in the
jurisdiction(s) where delivery or Removal occurs.
B. Calculation. Except as otherwise directed by the applicable taxing authority, sales tax will
be calculated based on the Contract Price.
C. Collection. Sales tax will be collected at the point of sale and will be remitted to the
applicable taxing authorities.
D. Multiple Taxing Authorities. Notwithstanding anything in this section to the contrary, if
another jurisdiction or taxing authority (including the jurisdiction where a Winning Bidder
resides, conducts business, or will maintain the Asset) requires collection and remittance
of sales tax, use tax, or a similar tax, the Winning Bidder will be responsible for payment
of an amount equal to the tax required by such other jurisdiction or taxing authority.
E. Exemption. No sales tax exemption will be applied without the Winning Bidder having
first delivered to Auctioneer an acceptable certificate of exemption.
F. Foreign Bidders. To the extent that a purchase of a Winning Bidder is subject to a foreign
sales tax or other use tax, special rules and procedures may apply, and the Winning
Bidder’s full cooperation will be required.
G. Disputes. Any dispute of any kind regarding the imposition by Auctioneer of any sales tax
or similar tax to the Lot or to the Buyer’s Premium will not relieve the Winning Bidder
from immediately paying any such tax, but, as the Winning Bidder may desire, must instead
be brought to the respective taxing authority for potential redress.
H. Errors. If it is determined that Auctioneer has collected and paid the sales tax to the wrong
jurisdiction or taxing authority, the respective Winning Bidder and Auctioneer must
cooperate to obtain a refund of the tax and to cause its remittance to the proper jurisdiction
or taxing authority.
16. Payment.
A. Finality. ALL SALES ARE FINAL; NO REFUNDS OR RETURNS WILL BE GIVEN.
B. Time for Payment. Payment for a Lot must be received within two (2) business days after
its sale, and before the Lot is Removed from the Auction Site.
C. Payment Method.
Page 24 of 34
1. To the extent allowed under this section, payment for a Lot must be made by cash,
credit card, ACH, wire transfer, or personal check.
2. Credit cards may not be used for the payment of any Lot with a Contract Price greater
than Two Thousand Five Hundred Dollars ($2,500.00).
3. Any Lot that involves real property or a Contract Price in excess of Five Thousand
Dollars ($5,000.00) must be paid by ACH or wire transfer unless another arrangement
has been approved.
4. Cash may not be used for the payment of any Lot with a Contract Price greater than or
equal to Ten Thousand Dollars ($10,000.00).
5. The purchases of a Winning Bidder, if they have a total combined Contract Price plus
sales tax less than the amount of the Deposit, will be automatically processed using the
Deposit, except as Auctioneer otherwise agrees.
6. No Person shall Remove any Lot paid for by personal check if the Contract Price
exceeds the Deposit by One Thousand Dollars ($1,000.00) and if the check has not yet
cleared.
D. Failure to Pay.
1. Abandonment. A Winning Bidder who fails to make a timely payment in full will be
deemed to have abandoned any interest in the Unpaid Lot but will remain liable for
payment of the Contract Price.
2. Resale. An Unpaid Lot may be retained by Seller, resold at a subsequent Auction date,
or otherwise disposed of. Under no circumstances will a Winning Bidder be entitled
to any surplus from the resale of any Unpaid Lot.
3. Liability. If an Unpaid Lot is sold at a subsequent Auction, the Winning Bidder remains
liable for any shortfall or deficiency on the resale of the Lot, the Buyer’s Premium, and
the costs incurred in connection with reselling the Lot.
4. Legal Action. Seller, or Auctioneer on Seller’s behalf, may, at any time, commence a
lawsuit and/or other legal action against a Winning Bidder for the Contract Price of any
Unpaid Lot and/or for any deficiency realized on the subsequent sale of the Lot.
5. Exclusion. Auctioneer may ban the Winning Bidder of any Unpaid Lot from its
subsequent Auctions, may exclude the Winning Bidder from the Auction Site, and may
notify third parties, including other auctioneers and the Online Auction Platform, of
Winning Bidder’s failure to make any Auction payment.
6. Deposit. Auctioneer may apply the Deposit to the payment for any Unpaid Lot in the
following order of precedence: Auctioneer’s commission, Buyer’s Premium, Auction
costs and expenses, and finally to the Contract Price.
E. Dishonored Payments.
Page 25 of 34
1. Chargeback. Under no circumstances may a Bidder initiate a credit card chargeback,
stop payment order, or otherwise dishonor a payment with respect to any purchase at
the Auction. By tendering a bid, each Bidder covenants to Auctioneer not to make a
chargeback or otherwise dishonor a payment.
2. Substantiation. These Auction Terms and Conditions will constitute conclusive
evidence of the waiver of any right of a Winning Bidder to issue a credit card
chargeback or stop payment order. On Auctioneer’s presentation of these Auction
Terms and Conditions to the bank, credit card company, or other financial institution
that issued the credit card on which charges were made, the financial institution will
reverse or deny any credit card chargeback or other dishonored payment, and will re-
credit all amounts to Auctioneer.
3. Liability. If, in violation of these Auction Terms and Conditions, a Winning Bidder
should initiate a credit card chargeback, stop payment order, or otherwise dishonor a
payment, the Person will remain liable for all purchases made at the Auction and will
be responsible for all costs and expenses, including attorneys’ fees, incurred by or on
behalf of Auctioneer and/or Seller in challenging the chargeback or order and/or in
collecting payment.
4. Administrative Fee. Any payment that is dishonored is subject to an administrative fee
of Fifty Dollars ($50.00) or the maximum amount permitted by applicable law,
whichever is less, plus any actual charges imposed by any depository institution, in
addition to any other remedy provided by these Auction Terms and Conditions.
17. Removal of Lots.
A. Possession. Possession for a Lot will pass to the Winning Bidder upon:
1. personal Removal by the Person from the Auction Site; or
2. delivery of the Lot to a carrier (e.g., USPS, UPS, FedEx, etc.) at the Auction Site or at
the carrier’s place of business in the State of Indiana.
B. Default. Any Lot that is sold will be delivered to the respective Winning Bidder at the
physical location of the Asset at the close of the Auction, which will be either:
1. the Auction Site;
2. such other location as indicated in the specific Auction listing; or
3. as otherwise designated by Auctioneer.
C. No Obligation. Except as otherwise stated in writing, Auctioneer has no obligation to
Remove a Lot to any particular location.
D. Deadline. Any times or deadlines for Removal will be as indicated in the Publicity.
Page 26 of 34
E. Agency for Removal.
1. A Winning Bidder may designate, appoint, and empower an agent to Remove or accept
delivery of the Lot at the Auction Site.
2. A Winning Bidder who designates an agent to Remove or accept delivery of the Lot at
the Auction Site must notify Auctioneer thereof in writing in advance of Removal.
3. A Winning Bidder or its agent must show a copy of the invoice (digital or hard copy)
and government-issued photo identification before a Lot will be released.
F. Shipment.
1. A Winning Bidder may arrange for shipment of a Lot to a designated location.
2. Any Lot shipped to a Winning Bidder will take place via a shipment contract free on
board at the Winning Bidder’s expense from Auctioneer’s principal place of business,
or at the Auction Site, as the case may be.
G. Responsibility. Except as otherwise agreed, each Winning Bidder, with respect to the
purchased Lot, is solely responsible for the Removal of the Lot and all risks, liabilities, and
costs associated with:
1. its safeguarding and protection;
2. its disassembly, derigging, and rigging;
3. its packaging, cabling, and harnessing;
4. its shipping and transportation;
5. the proper licensure, insurance, and safety features of transportation vehicles;
6. any and all damage attributable to the Winning Bidder during Removal; and
7. any abandonment and disposal.
H. Standard. Removal must be done in a workmanlike manner.
I. Insurance.
1. Each respective Winning Bidder is solely and immediately responsible for obtaining
insurance on the purchased Lot.
2. Auctioneer may require that a respective Winning Bidder provide a Certificate of
Insurance (COI) to verify the existence of an insurance policy that grants the
Auctioneer and/or Seller protection against liability for workplace accidents or injuries.
J. Lot Unavailable. If any Lot is not available for Removal by the respective Winning Bidder,
the Contract Price will be refunded unless the unavailability of the Lot results from, in
whole or in part, the acts or omissions of the Winning Bidder.
18. Abandonment.
Page 27 of 34
A. Relinquishment of Rights. Any Winning Bidder who, after paying the Contract Price, fails
to Remove the respective Lot within the time specified in the Publicity (but, under any
circumstances, within thirty (30) days after the Auction), will be deemed to have
abandoned the Lot to the Person who had primary control of the Auction Site before the
Auction between Auctioneer and Seller.
B. Storage Fees. After the Removal deadline, a per-Asset storage fee in the amount of Two
Dollars per square foot ($2.00/square foot) will accrue on a daily basis, payable by the
Winning Bidder, for any Asset that has not been Removed.
C. Auctioneer Rights. A Lot that has been abandoned to Auctioneer may be retained by
Auctioneer, sold at a subsequent Auction, or otherwise disposed of without Winning
Bidder being entitled to any proceeds therefrom. Auctioneer retains and may execute a
possessory lien on any abandoned Lot in order to satisfy any storage fees due.
19. Private Sale.
A. Prohibition. No Participant may enter into, or agree to enter into, a Private Sale for the
purchase of any Asset included, or scheduled to be included in, the Auction, prior to,
during, or within one hundred eighty (180) days after the Auction.
B. Auctioneer’s Commission. A Participant who makes a purchase at a Private Sale in conflict
with this section will be jointly and severally responsible with Seller for the payment to
Auctioneer of an amount equal to:
1. a percentage of the Private Sale Price that corresponds to the Buyer’s Premium when
the property was a part of the Auction; plus
2. Auctioneer’s commission payable for Auctioneer’s services under the terms of the
third-party agreement between Auctioneer and Seller.
20. Audiovisual Issues.
A. Notice. The Auction Site may be subject to security and/or marketing surveillance,
including video, audio, and photographic recording.
B. Commercial Purposes. Video, audio, and photographic recordings may also be taken by
Auctioneer and used on Auctioneer’s website, or, otherwise in Publicity and/or for other
commercial purposes.
C. Consent. Each Participant, by participating in the Auction, consents to any depiction or
other inclusion in media described under this section and to the use and dissemination in
any such media for any purpose on a royalty-free basis with no further consideration or
remuneration owed to the Participant.
Page 28 of 34
D. Copyright. These Auction Terms and Conditions and all Publicity, whether physical or
digital, related to the Auction is the exclusive property of Auctioneer except where
otherwise noted. All rights reserved.
21. Prohibited Use.
A. Registration.
1. No Person shall submit any incomplete, false, or misleading information during Bidder
Registration.
2. No Bidder shall fail to update any outdated information provided during Bidder
Registration while the Auction is ongoing or before final payment required of the
Person remains unpaid.
B. Transfers. No Bidder shall transfer a Bidder Account.
C. Cooperation. No Participant shall fail to cooperate with the reasonable instructions of the
Auctioneer.
D. Machinery. No Person shall attempt to operate or activate any machinery or equipment at
the Auction Site without Auctioneer’s express consent.
E. Removal. No Person shall bring any pet or young child to the Auction Site during
Removal, as the movement of Lots presents an extremely high-risk environment that could
result in injury or death.
F. Online Auction Platform. No Person shall use any robot, spider, device, software, script,
routine, other automatic device, or manual process to monitor, reverse engineer, interfere
with, exploit, and/or duplicate the Online Auction Platform, Auctioneer’s website, any
technology associated with the Auction, and/or any Publicity or other content associated
with the Auction in whole or in part. No Person may take any action that imposes an
unreasonable or disproportionately large load on the Online Auction Platform and/or
Auctioneer’s website and/or online infrastructure. No Person may copy, reproduce, alter,
modify, create derivative works, or publicly display any content from the Online Auction
Platform and/or Auctioneer’s website. Access and use of any Online Auction Platform is
subject to any and all terms and conditions provided therein.
G. Illegal Conduct. No Person shall engage in illegal conduct on the Auction Site, and each
Participant shall comply with applicable law. For example, bid pooling occurs when a
Bidder colludes to regulate and artificially suppress bidding in an effort to reduce the final
sale price. Anyone participating in bid pooling will be excluded from the Auction Site and
referred for prosecution.
H. Theft. No Person shall commit theft. Theft is a serious offense, and, if discovered, will be
prosecuted to the maximum extent of the law. Any instance of theft will result in
immediate termination of bidding privileges and exclusion from the Auction Site.
Page 29 of 34
I. Catchall. Except as may be waived by Auctioneer, no Person shall otherwise fail to comply
with a provision or requirement of these Auction Terms and Conditions.
22. Breach.
A. Remedy. With respect to any Bidder or other Participant who has breached either these
Auction Terms and Conditions or a Purchase Agreement, Auctioneer and/or Seller may
exercise any and all remedies available under these Auction Terms and Conditions, and at
law or in equity including the resale of the Lot, sale costs, collection costs, judicial costs,
and attorney’s fees (and paralegal fees). The Bidder or Participant will be responsible for
any and all damages, including any deficiency or reduction in the Contract Price, along
with incidental damages.
B. Auctioneer as Claimant. By tendering a bid, a Bidder agrees that Auctioneer may
commence litigation against the Bidder for any later dispute that may result, either on
Auctioneer’s own behalf and/or on behalf of the Seller.
C. Cumulative Remedies. All remedies provided for in this section will be cumulative and in
addition to, and not in lieu of, any other remedy available at law or equity, by contract, or
otherwise.
D. Effect of Termination. Upon any effective Bidder Account termination or the forcible
exclusion of a Participant, all rights and obligations of the Bidder or Participant shall
cease, and the Bidder or Participant shall immediately cease accessing the Auction Site
or the Online Auction Platform; provided, however, that:
1. all obligations that accrued prior to the effective date of termination (including all
payment obligations) shall survive; and
2. all remedies for breach and all provisions of the Auction Terms and Conditions that by
their nature are intended to survive termination shall so survive.
23. Limitation of Liability.
A. Regarding Lots. Neither Auctioneer nor Seller assumes any liability for any Lot, and will
accept no returns or claims related thereto, after its Removal from the Auction Site.
B. Regarding Other Participants. Auctioneer assumes no liability for any act or omission of
Seller or other Participants made before, during, or after the Auction.
C. Regarding Auction Site. Auctioneer assumes no liability for typographical errors,
misprints, loss of merchandise/money, injury to Persons, damage to property, failure of
equipment that is located at the Auction Site, or otherwise related to the Auction.
Page 30 of 34
D. Regarding Technology. Auctioneer assumes 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:
1. loss of connectivity, breakdown, disruption, or failure of the Online Auction Platform
or any Person associated therewith;
2. breakdown, disruption, or failure of a Bidder’s internet connection, computer, or
system; or
3. otherwise.
E. Regarding Damages. Auctioneer assumes no liability for property damage and/or personal
injury (physical or otherwise) caused by any Participant. Furthermore, neither Auctioneer
nor Seller assumes liability for any damages of any type or nature sustained or claimed by
any Participant in connection with the Auction, other than as may have been directly and
solely caused by Auctioneer’s or Seller’s gross negligence or intentional misconduct.
F. Force Majeure. If Auctioneer’s performance under these Auction Terms and Conditions
is prevented, restricted, or interfered with by reason of fire, flood, earthquake, explosion,
or other casualty or accident; strikes or labor disputes; inability to procure parts, supplies,
or power; war or other violence; any law, order, proclamation, regulation, ordinance,
demand, or requirement of any government agency; or any other act or condition
whatsoever beyond its reasonable control, Auctioneer shall be excused from the
performance to the extent of such prevention, restriction, or interference.
G. Damage Types and Theories. To the extent that any damages lie against Auctioneer arising
out of or relating to the Auction, Auctioneer’s cumulative liability resulting therefrom shall
not exceed the aggregate amount paid by a Bidder or other Participant for participating in
the Auction. Under no circumstances shall Auctioneer or Seller be liable for any indirect,
incidental, consequential, special, exemplary damages, or lost profits, even if Auctioneer
has been advised of the possibility of such damages. No Bidder is entitled to specific
performance or other equitable relief. The limitations set forth in this section shall apply
whether the subject claim is based on breach of contract, tort, strict liability, product
liability, or any other theory or cause of action.
H. Laches. No Participant may bring any claim against Auctioneer in connection with the
Auction more than one (1) year after the date of the Auction.
24. Assumption of Risk.
A. Auction Site Risks. You acknowledge and agree that the Auction Site may be a dangerous
place that requires You to be vigilant, alert, and aware at all times.
1. Flammable, noxious, corrosive, pressurized, and otherwise hazardous substances may
be present at the Auction Site.
Page 31 of 34
2. Machinery, equipment, and vehicles may be operated at the Auction Site.
3. Electrical circuits may be live at the Auction Site.
B. Public Health & Communicable Diseases.
1. You understand that due to public health communicable disease concerns (e.g.,
COVID-19), there are risks associated with being in close proximity to others.
2. You understand that communicable diseases (e.g., COVID-19) may be transmitted
through close contact and may be highly contagious.
3. You further acknowledge and agree that You are familiar with and will comply with
applicable law related to communicable diseases (e.g., any social distancing laws).
C. Online Auction Platform. To the extent that you participate in the Auction via the Online
Auction Platform, You recognize that the Auction is conducted electronically and relies on
hardware and software that may malfunction at any time without warning.
1. THE ONLINE AUCTION PLATFORM AND AUCTIONEER’S WEBSITE ARE
PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND,
EITHER EXPRESSED OR IMPLIED, INCLUDING WARRANTIES OF TITLE OR
IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE. AUCTIONEER MAKES NO REPRESENTATIONS,
WARRANTIES, OR GUARANTEES, AND DISCLAIMS ANY
REPRESENTATIONS, WARRANTIES, OR GUARANTEES: (I) THAT THE
ONLINE AUCTION PLATFORM 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
AUCTION PLATFORM OR ANY RELATED WEBSITE OR TECHNOLOGY; OR
(III) AS TO THE ACCURACY, COMPLETENESS, RELIABILITY, SECURITY, OR
CURRENT NATURE OF THE ONLINE AUCTION 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. AUCTIONEER 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 AUCTION PLATFORM, AND/OR
LIMIT, RESTRICT, OR TERMINATE YOUR ACCESS TO THE AUCTIONEER’S
WEBSITE OR TO THE AUCTION WITHOUT NOTICE.
D. General Assumption of Risk. You participate in the Auction with notice of the condition
and activities related thereto. Nevertheless, You assume all risks, both on Your own behalf
Page 32 of 34
and on behalf of any guest accompanying You (including minor children), in connection
with Your participation, or attempted participation, in the Auction, including risks arising
from or associated with:
1. Your entry and continued presence at the Auction Site;
2. Your exposure to property that has been located at the Auction Site;
3. Your use of any Online Auction Platform used by Auctioneer or Auctioneer’s web site;
4. the use or Removal of any Lot(s); and/or
5. any harm, injury, or damage to You or Your property resulting from acts other than
those caused exclusively by Auctioneer’s gross negligence or intentional misconduct.
25. Indemnification and Release.
A. Indemnity. You hereby indemnify and hold harmless Auctioneer, its officers, employees,
representatives, and agents from and against any and all any and all liability, debts, suits,
actions, legal proceedings, claims, demands, damages, costs, expenses, lost wages or
benefits, and attorney’s fees (including paralegal fees), whether known or unknown, and
whether past, present, or future, resulting from Your willful or negligent act or omission
arising out of or relating to Your participation in the Auction, and the purchase, derigging,
Removal, transport, and subsequent sale of any Lot; provided however, that You shall not
have any liability for a willful or negligent act or omission of Auctioneer, Seller, and their
agents.
B. Release. You hereby irrevocably waive, release, and discharge any and all claims and/or
causes against Auctioneer arising in connection with, or in any way related to:
1. Your presence at the Auction Site;
2. Your use of any Online Auction Platform used by Auctioneer; and/or
3. the use or Removal of any Lot.
26. Notice.
A. Notice to Auctioneer. If a Bidder or other Participant should need to contact Auctioneer
for any reason (e.g., scheduling an inspection or delivery, making an inquiry, etc.), then
the Participant may contact Auctioneer as follows:
Ward Auction Services, LLC
3711 Paoli Pike
Floyds Knobs, IN 47119
(812) 987-4048
https://www.wardauctionservices.com/
Page 33 of 34
B. Sufficiency.
1. A document, notice, demand, or communication properly addressed and sent by
certified mail (postage prepaid) or recognized overnight shipping service to Auctioneer
using the contact information given in this section or to Participant using the contact
information given by the Participant to Auctioneer shall constitute sufficient written
notice whenever written notice is required or permitted for any purpose of these
Auction Terms and Conditions.
2. The use of personal delivery, first-class mail, web site, email, or facsimile notice shall
constitute sufficient notice to the extent it has been acknowledged in writing by
Auctioneer or Participant.
3. Informal inquiries may be made via phone.
C. Timing Rules. Notice shall be considered sent either when personally received, sent by
email, submitted via the web site, or placed in the United States mail.
Changes. Any Bidder who changes its contact information given during Bidder
Registration must give prompt written notice thereof to Auctioneer.
27. Successors, Assigns, and Beneficiaries.
A. Binding to Successors. These Auction Terms and Conditions are binding on each
Participant, including their agents, successors in interest, legal representatives, heirs,
legatees, devisees, assignees, and administrators.
B. Assignment Prohibited. No Participant may assign any duty under this Agreement without
the express written consent of Auctioneer, and any such delegation does not relieve any
obligation to perform.
C. Effect of Assignment. Except as specifically stated to the contrary in any written consent
to an assignment, no assignment shall release or discharge the assignor from any duty or
responsibility under these Auction Terms and Conditions.
D. Third-Party Beneficiaries. Except as explicitly stated otherwise in these Auction Terms
and Conditions, no other Person has any rights, remedies, or interest in the Auction or the
sale of any Lot.
28. Miscellaneous.
A. Governing Law. These Auction Terms and Conditions will be governed by and construed
in accordance with the laws of the State of Indiana, including its statutes of limitations, but
without regard to its rules governing choice or conflict of laws.
B. Venue. Except as waived by Auctioneer, any legal action or proceeding that arises from
or relates to the Auction must be under either the exclusive jurisdiction of the state courts
Page 34 of 34
located in Floyd County, Indiana or the United States District Court for the Southern
District of Indiana, New Albany Division. You hereby consent to the courts’ jurisdiction
and waive any objection to the venue or any right to seek venue elsewhere.
C. Waiver of Jury Trial. YOU HEREBY WAIVE THE RIGHT TO TRIAL BY JURY IN
ANY ACTION, PROCEEDING, OR CLAIM ON ANY MATTER WHATSOEVER
ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE AUCTION, ANY
CLAIM OF INJURY OR DAMAGE, AND/OR ANY STATUTORY REMEDY.
D. Waiver of Class Action. YOU HEREBY WAIVE ANY RIGHT TO RESOLVE ANY
DISPUTE, WHETHER IN ARBITRATION OR COURT, IN A CLASS ACTION.
YOU AGREE THAT ANY DISPUTE WILL BE CONDUCTED ONLY ON AN
INDIVIDUAL BASIS AND NOT IN A CLASS OR REPRESENTATIVE ACTION OR
AS A NAMED OR UNNAMED MEMBER IN A CLASS, CONSOLIDATED,
REPRESENTATIVE OR PRIVATE ATTORNEY GENERAL ACTION.
E. Survival. Provisions in these Auction Terms and Conditions relating to, as applicable,
definitions, indemnification, intellectual property, limitation of liability, releases,
assignment, and dispute resolution shall survive the expiration or termination of these
Auction Terms and Conditions to the maximum extent permitted by applicable law.
F. Severability. Should any court, arbiter, or government agency determine any provision of
these Auction Terms and Conditions to be invalid, illegal, unenforceable, or against public
policy, the holding shall not diminish the validity or enforceability of any other provision
unless the remainder is so essentially and inseparably connected with, and so dependent
upon, the invalid, illegal, or unenforceable provision that it cannot be presumed that the
remainder would have been agreed to without the provision or application.
