Dade Auction

Buyer Terms and Conditions
Seller Terms and Conditions
Website Terms and Conditions

DADE AUCTIONS, INC. Buyer Terms and Conditions

SUMMARY

DADE Auctions, Inc. is a auction website for used heavy equipment that enables sellers to list and advertise their items for sale to a global audience of buyers. The actual contract for sale is directly between sellers and buyers. DADE Auctions, Inc. is not a traditional auctioneer, but an auction website for promoting equipment for sale.

• Bids placed through the Auction website are binding towards the Seller and cannot be retracted.
• You, as the Buyer, are liable for all applicable taxes, duties, value added tax, and registration taxes unless the Seller indicates otherwise.
• You shall pay a Buyer’s Premium (Buyer’s Premium) of 10%, unless otherwise stated on the listing, for each piece of Equipment that is purchased from Seller while using DADE Auctions, Inc.’s Auction website.
• You shall remit full payment for purchased Equipment and other amounts including, applicable taxes, duties, registration taxes (if applicable) and the Buyer’s Premium within five (5) business days after the conclusion of the purchase transaction. You shall include a transportation selection in your account prior to paying for the Equipment. You must provide transportation information even if you are transporting the equipment yourself.
• Unless otherwise noted in the listing, you agree to remove the Equipment no later than ten (10) business days after availability of the Item Release by the Seller. If you fail to do so, it may result in relocation and/or further storage of the item at your expense. If you fail to remove the Equipment after sixty (60) days, the Equipment may be deemed abandoned and disposed of as DADE Auctions, Inc. may determine in its sole discretion.
• Delivery of the Equipment will take place from the Seller’s premises unless otherwise noted in the listing, and you are responsible for all title, registration, freight and transportation costs.
•A Buyers Default Fee of $2,500 shall be paid to DADE Auctions, Inc. if you default after conclusion of a Purchase Transaction.

The Summary above provide an overview of the terms and conditions for participating as a buyer in DADE Auctions, Inc.’s auction website and are subject to the complete Buyer Terms and Conditions below.

DADE AUCTIONS BUYER TERMS AND CONDITIONS

These Buyer Terms and Conditions (“Buyer Terms”) by and between you and DADE Auctions, Inc. The Buyer Terms were last revised on September 14, 2020.

1. YOUR ACCEPTANCE OF OUR TERMS. BEFORE YOU (“BUYER”) ATTEMPT TO BUY ANY EQUIPMENT THROUGH THE DADE AUCTIONS AUCTION WEBSITE, DADE AUCTIONS, INC. REQUIRES THAT YOU READ AND ACCEPT THESE BUYER TERMS AND CONDITIONS. BY REGISTERING AS A BUYER AND BIDDING ON ANY LISTINGS, YOU AGREE THAT YOU HAVE READ, UNDERSTOOD AND ACCEPTED THE BUYER TERMS AND ALL OTHER TERMS AND CONDITIONS INCORPORATED HEREIN BY REFERENCE AND THAT YOU WILL BE FINANCIALLY RESPONSIBLE FOR YOUR USE OF THE AUCTION WEBSITE AND ANY PURCHASE OF EQUIPMENT.

If you choose not to accept these Buyer Terms, you cannot bid on or purchase Equipment by means of the DADE Auctions auction website. If you have any questions, please contact info@DADEauctions.com .

2. DADE AUCTIONS, INC.’S SERVICES PROVIDED

2.1. Services of DADE AUCTIONS, INC. Under the terms of this Agreement, DADE Auctions, Inc. offers you the use of its auction website, which functions as a platform on which Sellers can list and advertise Equipment for sale to potential Buyers. Each party is acting on its own behalf, and DADE Auctions, Inc. is not a party to the subsequent binding obligation to sell/buy the Equipment that is entered into between a Seller and a Buyer. Nor does DADE Auctions, Inc. represent either party in the transaction that results from use of the auction website.

2.3. Advertisement and Listing Period . For most listings, the period during which bids can be placed on Equipment shall be determined solely by DADE Auctions, Inc. For certain listings, the period during which bids can be placed on Equipment shall be determined by the Seller.

2.4. Your Conduct . Any attempt to artificially or otherwise influence the sales price, directly or indirectly, by any user is prohibited, including bidding through any secondary accounts, another agent or representative, on any Equipment that you may be selling, and communicating with or colluding with other Buyers, or shill bidding. Any of these activities will result in the termination of your user account.

2.5. Notice to Auction Bidders . Where a listing permits inspection of the Equipment, you have the opportunity to arrange to inspect the Equipment prior to bidding. Many items offered for sale via the Auction may be used and may contain visible or hidden defects. If you bid without inspecting the Equipment, you do at your own risk. You or your agents are responsible for final verification of condition of Equipment purchased at the time of removal by you or your agent.

2.6. Binding Offer to Purchase . You agree that bidding on the Auction website is the legal equivalent of a firm commitment and an irrevocable offer to purchase. Unless the transaction is prohibited by law or regulation or the Buyer Terms, once you place a bid, it may not be retracted, and and you are obligated to complete the transaction as follows:

Online Absolute Auction – If you are the highest bidder and have met or exceeded the applicable opening bid at close of the auction.
Online Reserve Auction – (a) If you are the highest bidder and your bid meets or exceeds the minimum price as established by the Seller (“Reserve Price”) at the close of the Reserve Period noted on the Reserve listing (“Reserve Period”), (b) If the Reserve Price is not met, you may submit a bid on the Equipment and, upon closing of the Reserve Period, (i) the Seller accepts that bid, or (ii) the Seller proposes a counter offer and you accept, or (iii) the Seller rejects your bid with no counter offer.
Buy It Now – If you elect to purchase Equipment by clicking the “Buy It Now” icon on the Equipment page.
Make Offer – If you submit a bid on the Equipment and (a) the bid meets or exceeds the minimum price as established by the Seller (“Asking Price”); (b) the bid is accepted by the Seller (“Negotiated Price”); or (c) the Seller proposes a counter offer and you accept. Otherwise, your obligation to complete the transaction will expire five (5) business days after it was submitted or upon acceptance of another bid by the Seller, whichever occurs first.

2.7. Declining and Countering Bids . For Make Offer listings, you may submit a bid for less than the Asking Price. The Seller has the option, but no obligation, to accept, decline or counter each bid submitted by you. If the Seller counters your bid(“Counter Offer”), you have up to five (5) business days to accept. Counter Offers may be automatically rescinded earlier than five (5) business days when (a) the Seller issues another Counter Offer; or (b) the Seller accepts another bid, but in no event shall a Counter Offer be rescinded after it is accepted by you.

2.8. Winning Bids . DADE Auctions, Inc. is the final judge for the determination of winning bids (“Final Sale Price” or “Final Selling Price”). Certain listings will require additional Seller final approval as noted in the listing. In any event, DADE Auctions, Inc. shall not be liable for any errors or omissions relating to such determination, whether by DADE Auctions, Inc., the Seller, the website, or another third party. Before DADE Auctions, Inc. can establish the winning bid for Make Offer listings,

(a) your bid must meet or exceed the Asking Price; or

(b) your bid must be accepted by the Seller; or

Before DADE Auctions, Inc. can establish the winning bid for Reserve listings, the Reserve Period must have ended and:

(a) your bid must meet or exceed the Reserve Price; or

(b) your bid must be accepted by the Seller; or

After the winning bid is established by DADE Auctions, Inc., or you have committed to purchase the Equipment at the Buy It Now Price, the bid or purchase commitment of yours will be automatically accepted by Seller and create a binding obligation to purchase and sell between Buyer and Seller (“Binding Obligation”). DADE Auctions, Inc. DOES NOT AND CANNOT GUARANTEE THAT ALL BIDS PLACED ON THE AUCTION WEBSITE WILL BE RECEIVED AND PROCESSED IN A TIMELY MANNER. All applicable terms and conditions of this Agreement shall apply to the Binding Obligation. You and the Seller will be notified of the conclusion of the Binding Obligation by an email or other notification that is generated automatically by the Auction website.

2.9. Voiding Bids . DADE Auctions, Inc. reserves the right to reject or void bids, whether winning or not, which it believes

(a) have not been made in good faith or

(b) are intended to manipulate the listing process or

2.10. Postponement and Cancellation . DADE Auctions, Inc. reserves the right to withdraw, postpone or cancel any listing and auction, or any sale that results from a listing, in its own discretion, with or without notice. DADE Auctions, Inc. shall have no liability to you as a result of any withdrawal, postponement or cancellation.

2.11. Intellectual Property . DADE Auctions, Inc. owns all right, title and interest in and to all data that is generated by the Auction website, including, without limitation, data that is generated during a listing.

2.12. Notification of Assignment of Rights . DADE Auctions, Inc. notifies you that the sellers of certain pieces of Equipment may have assigned to a qualified intermediary their rights, but not their obligations, for purposes of effecting a deferred Like-Kind Exchange under section 1031 of the United States Internal Revenue Code of 1986, as amended, and applicable regulations. If applicable, the listing will contain information to that effect.

3. FEES AND TAXES

3.1. Buyers Premium . For each piece of Equipment purchased from the Seller through the DADE Auctions Auction website, you agree to pay a Buyer’s Premium Fee (“Buyers Premium“) of 10% of the purchase price, unless otherwise stated on the listing. DADE Auctions, Inc. may change or add fees from time to time, in its sole discretion, with or without notice to you. Other fees that may be payable by you are detailed on the Auction website.

3.2. Payment and Payment Schedule . You shall pay the Final Selling Price, PLUS any applicable taxes, duties, Vehicle Registration Taxes (if applicable), Buyers Premiums, and any other required fees within three (3) business days after conclusion of the Binding Obligation. The purchase price and fees will be facilitated by DADE Auctions, Inc., and the Seller would instruct DADE Auctions, Inc. to enforce the Seller’s right to payment vis-a-vis the Buyer, and full payment of the amounts noted above shall be posted to a secure payment account designated by DADE Auctions, Inc.. Buyers from the United States and Canada must tender payments via bank wire transfer (recommended) or credit card (when full payment is USD/CAD $5,000.00 or less). ALL CREDIT CARD TRANSACTIONS ARE SURCHARGED A 3.5% ASSESSMENT FROM OUR CREDIT CARD PROCESSOR . Any foreign currency exchange fees or charges are your responsibility as the Buyer. BUYERS FROM OUTSIDE THE UNITED STATES AND CANADA MUST TENDER ALL PAYMENTS VIA WIRE TRANSFER IN UNITED STATES DOLLARS . All amounts that are due and payable must be paid prior to the release of any Equipment for pick-up or transport. After receipt of payment and completion of any additional, required documents, you and the Seller will be notified that the Equipment is available for pick-up via an email that is generated automatically by the Auction website (“Item Release”).

3.3. Taxes and Compliance with Laws . All bids and offers for Equipment must be net of any taxes imposed with respect to the purchase. You are liable for any and all such taxes, including any local, state, federal or Value Added Tax (VAT) by any governmental unit. DADE Auctions, Inc. disclaims any and all liability in respect of your use of the Auction website and your purchase of any Equipment resulting in any taxes (whether direct, indirect, local or federal), fines or penalties being levied on you. It is your responsibility to ascertain any charges, taxes (whether direct, indirect, local or federal) or related obligations becoming applicable from the transactions that you enter into on the Auction website. You will indemnify DADE Auctions, Inc. and its affiliates (and the officers, directors, agents and employees thereof) against any tax, cost or expense arising from your failure to satisfy any laws or regulations in relation to a transaction.

3.4. Payment Authorization . In order to establish bidding privileges on the Site, you agree that DADE Auctions, Inc., through its third-party payment processor, reserves the right, to request a Twenty Five Hundred Dollar ($2,500.00) pre authorization check and hold on your credit card as part of verifying your identity and used as a deposit towards purchase. If the bid is not successful, the transaction hold will fall off after 10 business days. If your bid is successful, the charge will be verified and deducted from the total amount owed. This charge and all subsequent credit card and debit card charges are subject to a 3.5% SURCHARGE levied by the payment authorization organization. In connection with your purchase, you will be asked to provide customary billing information such as name, billing address, credit card information, either to DADE Auctions, Inc. or its third-party payment processor(s). You agree to pay DADE Auctions, Inc. for any purchases made in connection with your account in accordance with these Buyer Terms by credit card up to the $2,500.00 amount. Any amount over this credit card amount is to be paid by bank wire. You authorize the collection of such amounts by charging the credit card provided or by processing an electronic funds transfer utilizing the routing and account number provided, either directly by DADE Auctions, Inc. or indirectly, via a third-party online payment processor. If you are directed to DADE Auctions, Inc.’s third-party payment processor(s), you may be subject to terms and conditions governing use of that third party’s service and that third party’s personal information collection practices. Please review such terms and conditions and privacy policy before using the services.

4. COMPLETION OF TRANSACTIONS

4.1. Removal of Equipment . As per the Binding Obligation, the Seller shall deliver the Equipment EXW – Ex Works (named place of delivery) from Seller’s premises, or other location specified in the listing. You are responsible for dismantling, loading and shipping the Equipment for transportation, unless otherwise noted in the Equipment Listing . You shall remove the Equipment from Seller’s premises no later than ten (10) business days after availability of the Item Release unless otherwise stated in the Equipment Listing, after which you may be responsible for payment of Storage Fees, and in some cases payment of costs to transport Equipment to an alternate location, as detailed on the Auction website and incorporated herein by reference. Unless otherwise noted in the Equipment Listing, standard Storage Fees are $50.00 (in USD) per day, beginning on the 11th day after availability of the Item Release, with the total amount not to exceed $5,000.00 (in USD). Please refer to the DADE Auctions website Fee Schedule at the bottom of this page. .

4.2. Liability for Equipment . The responsibility and risk of loss for Equipment shall be and remain at the risk of Seller (and never of DADE Auctions, Inc.) until the earlier of:

(a) your removal of the Equipment (or removal of the Equipment by your designated transportation provider); or

(b) receipt by Seller of all proceeds from the sale of Equipment. Thereafter, the Equipment shall be and remain at the risk of you or your designated transportation provider (and in no event DADE Auctions, Inc.).

4.3. Default . If, after five (5) business days (which includes a two (2) business day grace period) following the conclusion of a Binding Obligation, you have not made full payment of the Final Selling Price and all other applicable fees to Seller, you are in default and shall be subject to a Default Fee of $2,500.00, as detailed on the Auction website. In such event, as well as in regard to any other fees owed by you to DADE Auctions, Inc. in regard to other transactions, DADE Auctions, Inc. reserves the right to, and you hereby consent that DADE Auctions, Inc. may, offset any such charges from amounts paid by you and invoice you for the remainder, with the invoice to be paid within fifteen (15) days following the date of the invoice. Please reference DADE Auctions website Fee Schedule at www.DADEauctions.com/fees

4.4. Abandoned Equipment . Unless otherwise stated in the Equipment Listing, your failure to claim and remove Equipment within sixty (60) days following the Item Release is deemed to be evidence of your intention to abandon the Equipment, and DADE Auctions, Inc. on behalf of Seller may take action that is adverse to your interest in the Equipment, including, but not limited to, any appropriate steps under the law to dispose of the Equipment.

4.5. Freight and Transportation . You are responsible for all freight, shipping and other costs related to transporting the Equipment from the posted Equipment location to its final destination. These costs include dismantling, special handling, loading, transportation costs and permits required to move the Equipment. You may arrange transportation of Equipment on the Auction website with one of our transportation partners; however, DADE Auctions, Inc. shall not be liable for any acts or omissions arising from any transportation arrangements.

4.6. Export of Equipment . DADE Auctions does not provide any Export services for its auctions and website. You are advised to have any such certificates and permits issued and completed prior to transporting the Equipment otherwise you may be subject to clearing, permit, and/or other payments if the Equipment is stopped and held at a port of entry to a state, province or country

4.7. Power of Attorney . You hereby appoint DADE Auctions, Inc. and its authorized representatives as your attorney-in-fact for the sole purpose of executing a Bill of Sale, if required, to finalize transfer of ownership to you.

4.8. Finalization of the Transaction . You shall provide all relevant shipping information for the transaction by uploading the bill of lading and other requested documents by means of the Auction website, in order to prove that you have fulfilled your obligation to remove the Equipment under the Binding Obligation. If you are transporting the equipment yourself, you STILL must provide this shipping information.

4.9. Liens and Encumbrances . All listed equipment on the Auction website are warranted by the Seller to be free from all Liens and Encumbrances, unless specifically noted on the listing website. If requested, DADE Auctions can arrange a lien search on your behalf for a fee, however, DADE Auctions assumes no liability for any errors and omissions generated by such search, or any unforeseen liability. In no event will DADE Auctions be responsible for unstated and/or unknown liens. Please reference DADE Auctions website Fee Schedule at the bottom of this page.

5. DISCLAIMER; LIMITATION OF LIABILITY; INDEMNITY

5.1. Disclaimer . UNLESS SPECIFICALLY NOTED IN THE WEBSITE LISTING BY THE SELLER, TO THE FULLEST EXTENT PERMITTED BY LAW, THE AUCTION WEBSITE PROVIDED BY OR THROUGH DADE AUCTIONS, INC. IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. EACH PIECE OF EQUIPMENT IS SOLD “AS IS, WHERE IS,” AND NEITHER SELLER NOR DADE AUCTIONS, INC. MAKES ANY GUARANTEES, REPRESENTATIONS OR WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, OF ANY KIND WHATSOEVER, INCLUDING, WITHOUT LIMITATION, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NEITHER SELLER NOR DADE AUCTIONS, INC. MAKES ANY WARRANTY THAT THE EQUIPMENT WILL PROPERLY FUNCTION OR OPERATE WHEN DELIVERED TO YOU NOR THAT IT WILL CONTINUE TO OPERATE OR FUNCTION FOR ANY PERIOD OF TIME AFTER DELIVERY. DADE AUCTIONS, INC. EXPRESSLY DISCLAIMS ANY RESPONSIBILITY FOR ANY ACTS OR OMISSIONS OF OTHER USERS OF THE AUCTION WEBSITE. IF YOU ARE DISSATISFIED WITH THE AUCTION WEBSITE, YOUR SOLE REMEDY IS TO DISCONTINUE USING THE AUCTION WEBSITE.

5.2. Limitation of Liability . TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL DADE AUCTIONS, INC. OR SELLER BE LIABLE FOR ANY SPECIAL, INDIRECT, PUNITIVE, COVER, INCIDENTAL OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY, INCLUDING WITHOUT LIMITATION, LOSS OF REVENUE, ANTICIPATED PROFITS, BUSINESS OR SALES, ANY LOSS OF GOODWILL OR REPUTATION, OR THE COSTS OF SUBSTITUTE GOODS OR SERVICES, EVEN IF DADE AUCTIONS, INC. OR SELLER, OR AN AUTHORIZED REPRESENTATIVE THEREOF HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE TOTAL LIABILITY OF DADE AUCTIONS, INC. TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, PRODUCT LIABILITY OR OTHERWISE) ARISING FROM THIS AGREEMENT, THE PURCHASE OR USE OF EQUIPMENT, OR YOUR USE OF THE AUCTION WEBSITE EXCEED, IN THE AGGREGATE, THE TOTAL COMMISSION EARNED BY DADE AUCTIONS, INC. FROM THE LISTING(S) RELATED TO SUCH CLAIM.

5.3. Indemnity . You agree to defend, indemnify and hold harmless DADE Auctions, Inc. and its Seller, their subsidiaries and affiliate and each of their respective officers, directors, employees, agents, successors and assigns (“indemnified parties”) from and against any claim or demand (including reasonable attorneys’ and experts’ fees and costs), made by any third party due to or arising out of (a) your breach of this Agreement, (b) your improper use of the Auction website, including without limitation any personal injury, death or property damage caused by or arising out of the subsequent use of any Equipment sold or purchased from the Auction website, or (c) your violation of any law or the rights of a third party. Furthermore, you agree to defend, indemnify and hold DADE Auctions, Inc. and its Seller harmless from and against any and all damages, costs, claims or liability (including reasonable attorneys’ fees) for any injuries to persons or property of any type, occurring during your or your agent’s inspection of property, your or your agent’s presence at a Seller’s site or any Government facility or resulting from the sale, removal, use or operations of the purchased property. DADE Auctions, Inc. shall promptly notify you in writing of any threatened or actual claim or demand and reasonably cooperate with you to facilitate the settlement or defense thereof. You shall have sole control of the defense or settlement of any claim or demand, provided that DADE Auctions, Inc., at its option and expense, may participate and appear on an equal footing with you. You shall not settle any claim or demand without the written consent of the indemnified parties, with such consent not to be unreasonably withheld or delayed.

5.4. Release . In the event that you have a dispute with one or more users of DADE Auctions, Inc.’s Auction website, you release DADE Auctions, Inc. (and our officers, directors, agents, subsidiaries and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.

6. LEGAL DISPUTES

6.1. Contracting Party, Notice, Governing Law .

DADE Auctions, Inc. is the auction contracting entity, and is located at 1789 Indian Wood Circle, Suite 250, Maumee, Ohio 43537. The governing law and venue for the transaction is the State of Ohio, County of Lucas, United States of America, and the currency is in USD. Any notice will be sent to the attention of the Legal department at the notice address for DADE Auctions, Inc. set out below with a copy to legal@DADEauctions.com. Any legal action arising from or relating to this Agreement shall be litigated exclusively in the State of Ohio, County of Lucas, and the parties irrevocably agree to such jurisdiction for the resolution of such disputes. Any legal action brought by DADE Auctions, Inc. arising from or relating to this Agreement shall be litigated exclusively in the State of Ohio, County of Lucas, or, at the sole discretion of DADE Auctions, Inc., any jurisdiction in which the Buyer maintains a place of business, assets or an agent for the service of process, and the parties irrevocably agree to such jurisdiction for the resolution of such disputes. Where applicable, the parties irrevocably waive the right to demand a trial by jury in any dispute arising from or relating to this Agreement.

6.2. English Language . All terms and conditions under this Agreement, and the resolution of disputes shall be conducted in the English language only. If a translation of this Agreement into any other language is required by law, the English version will prevail to the extent that there is any conflict or discrepancy between the English version and any translation. If this Agreement is provided to you in a language other than English, DADE Auctions, Inc. does so solely for your convenience.

6.3. Limitation Period . YOU AGREE THAT ANY CLAIM ARISING OUT OF OR RELATED TO THIS AGREEMENT MUST BE COMMENCED WITHIN SIX (6) MONTHS AFTER THE DISPUTE AROSE. OTHERWISE, SUCH CLAIM IS PERMANENTLY BARRED.

7. TERMINATION OF AUCTION ACCESS . Without limiting any other remedies, DADE Auctions, Inc. shall have the right to terminate your access to the Auction website at any time, without notice, in DADE Auctions, Inc.’s sole discretion for any reason, including, without limitation, if DADE Auctions, Inc.

(a) determines that you have violated this Agreement (for example, violation of the prohibition on shill bidding), or

(b) is unable to verify your bidder information. If you become dissatisfied with the Auction website, in any way, your only recourse is to immediately discontinue use of the Auction website.

8. AMENDMENT OF BUYER TERMS . DADE Auctions, Inc. may, in its sole discretion, change, modify, add or remove any portion of the Buyer Terms, in whole or in part, from time to time with or without notice to you, by posting the changes on the Auction website, which you agree is sufficient notice to you. Once posted, such changes shall come into full force and effect. Your continued use of the Auction website after changes are posted will constitute your agreement to such changed Buyer Terms. The Buyer Terms may not be otherwise amended except in writing signed by both you and DADE Auctions, Inc..

9. PRIVACY . DADE Auctions, Inc.’s Privacy Statement, located at www.DADEauctions.com/PrivacyPolicy is incorporated herein by reference. By entering into this Agreement, you the Buyer consent to the processing, international transfer and disclosure of the Buyer’s information (if applicable) in accordance with DADE Auctions, Inc.’s Privacy Statement, available at www.DADEauctions.com/PrivacyPolicy . Information that DADE Auctions, Inc. collects is stored solely in the United States. Buyer consents to their information being shared by DADE Auctions, Inc. among DADE Auctions, Inc.’s parent company, subsidiaries and affiliates in accordance with the Privacy Statement. DADE Auctions, Inc. reserves the right to disclose information regarding you to the original equipment manufacturer (“OEM”) of any item that you place a bid on, and any of the OEM’s dealers or service providers in your geographic area. This is to facilitate meaningful communication between you and the OEM or dealer. To opt out of sharing with OEM’s, their dealers or service providers going forward, contact privacy@DADEauctions.com . Once disclosed, this information will be governed by the OEM’s or OEM dealer’s privacy policy and will be subject to the laws of the jurisdiction in which the OEM or OEM dealer processes the information. OEMs and their dealers or service providers use this information to understand the secondary market for their equipment, to communicate with Buyers about their products and services, and for other purposes disclosed in their privacy policies. DADE Auctions, Inc. has no liability for information used by the OEM, its dealers, representatives and service providers. To learn more, please click here .

10. GENERAL . This Agreement contains the entire agreement of all of the parties, and supersedes all previous communications, representations, understandings and agreements, either oral or written. In the event of any conflict between the Buyer Terms and the Site Usage Terms and Conditions, the Buyer Terms shall prevail. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision shall be struck out, and the remaining provisions shall continue in full force and effect. The failure by either party to exercise or enforce any rights or provisions of this Agreement shall not constitute a waiver of such right or provision. No partnership, joint venture, franchisor-franchisee, or agency relationship is intended or created by this Agreement. You may not assign or transfer this Agreement or your obligations hereunder in whole or in part, whether by operation of law or otherwise, without DADE Auctions, Inc.’s prior written consent. In the event of a permitted transfer, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns. To the extent any novation is required for DADE Auctions, Inc. to assign this Agreement, you hereby appoint the officers of DADE Auctions, Inc. as your attorney-in-fact to execute all documents necessary to effect such novation. All provisions in this Agreement regarding representations and warranties, indemnification, disclaimers, limitations on liability, and payment obligations for fees incurred prior to the termination date shall survive any termination of this Agreement. Any delay in the performance of any duties or obligations of either party will not be considered a breach of this Agreement if such delay is caused by a labor dispute, market shortage of materials, fire, earthquake, flood or any other event beyond the control of such party, provided that such party uses reasonable efforts, under the circumstances, to resume performance as soon as reasonably practicable.

TERM	DESCRIPTION
Lien Search Fee (if applicable)	100.00
Lien Release Fee (if applicable, per item)	$100
Bank Wire/ACH Administration Fee (per item)	$25
Title Transfer Fee Document Administration Fee for Equipment (if applicable)	100.00
Removal Charge for Equipment (if applicable)	Listing Fee plus 25% of the greatest of (a) the estimated market value as determined by DADE Auctions; (b) the opening bid or buy now price (as set by DADE Auctions); (c) the Asking Price; or (d) the highest bid submitted on the Equipment to the Auction website. Except, in the event that the Asking Price was met, the commission fee of the final selling price as if the Equipment were sold shall be due.
Inspection and/or Re-inspection Fee (if applicable)	$250.00. DADE Auctions reserves the right to determine the exact amount of the Re-Inspection Fee for any Equipment requiring re-inspection in its sole discretion on a case-by-case basis.
Buyback Charge (if applicable)	25% of the Equipment’s closing price for any involved transaction(s).
Post-Closing Delay Charge for Equipment (if applicable)	Charges include, but are not limited to, transportation cancellation or re-scheduling fees, transportation delay fees, hourly or daily average rental cost of equivalent replacement equipment for the Buyer, including loading, unloading and transportation costs. $100 per day. DADE Auctions may assess the Post-Closing Delay Charge at its discretion.
Seller Default Fee/Charge	25% of the winning closing price, plus the Listing Fee (if applicable) and any costs incurred by Buyer and validated by DADE Auctions.

DADE AUCTIONS, INC. Seller Terms and Conditions for Auctions

SUMMARY

DADE Auctions, Inc. is an auction website for used heavy equipment specifically in the waste, salvage, and recycling industries, that enables sellers to list and advertise their items for sale to a global audience of buyers. The actual contract for sale is directly between sellers and buyers. DADE Auctions, Inc. is an auction website for promoting equipment for sale.

You warrant that the Equipment listed is free and clear of any known or unstated liens or encumbrances, unless specifically noted in the listing information, and agreed to by DADE Auctions.
You acknowledge that DADE Auctions may charge the buyer a Buyer’s Premium
You agree to pay DADE Auctions a listing Fee for the successful sale through the services offered by DADE Auctions
You agree that the auction contract creates a binding obligation upon you as a seller to perform according to the terms of the agreement
You agree that the condition of the Equipment is as stated, and you will notify DADE Auctions immediately if there are any material changes

The following terms and conditions (the “Terms”) apply to any auction listing agreement between you and DADE Auctions, Inc. (each a “Sales Agreement”, collectively with the Terms, the “Agreement”) and are in addition to the terms and conditions set out in the Sales Agreement.

These Terms are as follows:

A. Seller Terms and Conditions for DADE Auctions Online Auctions.

B. General Fees for Equipment transactions.

Please ensure you review each and every section relevant to your Agreement. Unless otherwise defined in these Terms, capitalized words have the meanings provided in the Sales Agreement.

A. Seller’s TERMS AND CONDITIONS FOR DADE AUCTIONS ONLINE AUCTIONS
These Terms were last revised on February 09, 2022.

1. Notice, Governing Law, Contracting Party. DADE Auctions, Inc. is the online auction contracting entity, and is located at 1789 Indian Wood Circle, Suite 250, Maumee, Ohio 43537. The governing law and venue for the transaction is the State of Ohio, County of Lucas, United States of America, and the currency is in USD only. Any notice sent shall be sent to the attention of the Legal Counsel at the notice address for DADE Auctions, Inc. with a copy to legal@DADEauctions.com . Any legal action arising from or relating to this Agreement shall be litigated exclusively in the State of Ohio, County of Lucas, and the parties irrevocably acknowledge to such jurisdiction for the resolution of such disputes. Any legal action brought by DADE Auctions, Inc. arising from or relating to this Agreement shall be litigated exclusively in the State of Ohio, County of Lucas, or, at the sole discretion of DADE Auctions, Inc., any jurisdiction in which the Seller maintains a place of business, assets or an agent for the service of process, and the parties irrevocably acknowledge to such jurisdiction for the resolution of such disputes. Where applicable, the parties irrevocably waive the right to demand a trial by jury in any dispute arising from or relating to this Agreement.

2. Auction Agreement Limitation Period. YOU AGREE THAT ANY CLAIM YOU MAY BRING ARISING OUT OF, OR RELATED TO THIS AGREEMENT MUST BEGIN WITHIN SIX MONTHS AFTER THE DISPUTE AROSE, AND IF NOT COMMENCED TIMELY SHALL BE PERMANENTLY BARRED .

3. Creation of Lien . In addition to any other rights or remedies available to DADE Auctions, this Agreement MAY create a lien and charge upon the Equipment and may be registered under any applicable personal property security legislation as may be in effect from time to time and entitles DADE Auctions to seize and retain possession of the Equipment as security for, and to sell the Equipment to recover, all sums owing hereunder. The creation of this lien may be triggered by a Seller default on payment and/or performance under the terms of this agreement.

4. Seller’s Representations and Warranties . The Seller represents and warrants that:

(a) the Equipment is, and on the date of sale will be, owned by the Seller free and clear of any and all registered and unregistered and unknown liens, security interests, taxes or duty obligations or other encumbrances or contrary claims whatsoever (“Encumbrances”), except as set out in any applicable schedules or listings;

(b) the Equipment is in good operating condition, free of material defects, except as disclosed to DADE Auctions on the applicable Schedule or Listings ;

(c) the Seller is solvent and has not made, nor is it aware of, any assignment of the Equipment, or rights to the Equipment, proposal or other proceeding for the benefit of its creditors;

(d) the description of the Equipment is accurately described on the applicable Schedule or Listing, and in the case of all motor vehicle Equipment, such Equipment has never been re-built, glidered, or salvaged, unless and except as disclosed to DADE Auctions, and described in the listing agreement;

(e) all odometer and hour meters on the Equipment reflect actual mileage or usage unless otherwise disclosed to DADE Auctions on the applicable Schedule or Listing of the Sales Agreement;

(f) the offering for sale, or advertising or selling of the Equipment will not contravene or infringe upon any patent, copyright, trademark, agreement or similar right of any third party;

(g) the Equipment has not been modified or tampered with in any manner that would be contrary to applicable legislation, or misleading to a potential buyer, including, but not limited to, tampering with emission control devices;

(h) the Equipment has not been fraudulently obtained, is not stolen or counterfeit; and

(i) the Seller and its signatories are legally authorized to enter into this Agreement and to complete and deliver all applicable Schedules of Equipment.

6. Auction Buyers Premium. You acknowledge that DADE Auctions may charge buyers (“Buyers”) a 10% (ten percent) transaction fee based on the selling price of each item.

7. No Buybacks or Price Manipulation . You shall not bid or make an offer, directly or indirectly, nor allow any other person to bid or make an offer on your behalf, by agency or otherwise, on the Equipment or any part thereof. In the event of price manipulation or a buyback, DADE Auctions may, at its sole option:

(a) ban you from future use of the auction website

(b) cancel any involved transaction(s); and

8. Additional Auction Services We May Provide. You may request any of the services outlined in the applicable Section in association with the sale of Equipment, and you agree to pay all fees due for services completed. The cost of the services will be deducted from amounts otherwise due to Seller when available. Otherwise, service fees will be invoiced directly to Seller.

9. Auction Right of Set-Off. DADE Auctions may, in its discretion, apply any proceeds from the sale of the Equipment towards any outstanding amounts otherwise due and owing to DADE Auctions in connection with any purchases, deficiencies or services rendered by DADE Auctions.

10. Specific Performance . In addition to any other remedies that may exist, for listings on the auction website, if you cancel a listing within two weeks prior to the listing opening time or if you fail to have the Equipment available for transportation no later than one business day following the creation of a Binding Obligation (as defined below) with the Buyer, you hereby acknowledge and agree that

(a) the damages to DADE Auctions’ business reputation, brand and customers are significant and irreparable,

(b) an adequate remedy at law for such breach is inadequate, and

(c) DADE Auctions may seek enforcement of this Agreement by means of specific performance or injunction, without any requirement to post a bond or other security, and you waive all rights to object to such an application.

11. Indemnification.

11.1 Indemnity. You will defend, indemnify and save DADE Auctions, its subsidiaries and affiliates, and each of their officers, directors, shareholders, employees and agents, harmless against any and all claims, demands, suits, actions, causes of action, damages, costs or charges whatsoever arising from:

(a) any breach of the representations, warranties or covenants set out in this Agreement;

(b) any hazardous materials associated with the Equipment or contamination resulting from any leakage, spills, or malfunction of the Equipment;

(c) any deficiencies in the provision of documents required for the purpose of titling or registering any part of the Equipment by any purchaser thereof;

(d) any encumbrances against or defects in title to, or taxes or customs duties payable in respect of, the Equipment or any part thereof;

(e) any deficiency in compliance with any applicable environmental rules or regulations;

(f) your improper use of the auction website;

(g) any tax, cost or expense arising from your failure to satisfy any laws or regulations in relation to a transaction; and

(h) any negligence, unlawful act, or willful misconduct by you in connection with the Agreement.

11.2 Notice and Control of Claim . DADE Auctions shall promptly notify you in writing of any threatened or actual claim or demand and reasonably cooperate with you to facilitate the settlement or defense thereof. You shall have sole control of the defense or settlement of any claim or demand, provided that DADE Auctions, at its option and expense, may participate and appear on equal footing with you. You shall not settle any claim or demand without the written consent of DADE Auctions.

12 Risk of Loss . The Seller shall be responsible for loss or damage to the Equipment, other than loss or damage arising as a result of the negligence of DADE Auctions, its agents or employees, until the earliest of:

(a) if the Equipment is sold through the Auction website: the removal of the Equipment from Seller’s location or other applicable storage location of the Equipment; or

(b) regardless of the venue through which the Equipment is sold, receipt by the Seller of all proceeds from the sale of the Equipment.

The Seller shall insure the Equipment to its fair market value against all perils so that in the event of damage to, or destruction of, the Equipment or any part thereof, all insurance proceeds shall be credited to the gross proceeds of the sale if the sale has completed, regardless of the venue through which the Equipment is sold.

13 Termination, Rescission, and Default . DADE Auctions shall have the right, in its sole discretion, to terminate this Agreement in whole or in part if

(a) there are Encumbrances on or to any Equipment in addition to those that are listed in the Sales Agreement,

(b) your net proceeds are insufficient to discharge creditor claims and pay DADE Auctions’ fees after title is cleared,

(d) you are in breach of the Agreement,

(e) you have provided inaccurate, fraudulent, outdated or incomplete information during the registration or listing process or thereafter,

(f) you have violated applicable laws, regulations or third party rights,

(g) DADE Auctions believes in good faith that such action is reasonably necessary to protect the safety or property of other customers, DADE Auctions personnel or third parties, or

(h) termination is required for fraud prevention, risk assessment, security or investigation purposes. In the event of such termination, in addition to any other remedies available to DADE Auctions, you shall pay DADE Auctions

(i) the Listing Fee, if applicable, and

(ii) any costs incurred by DADE Auctions. In addition to the foregoing, in the event of termination as a result of items (d), (e), (f), (g), or (h) of this Clause 13, you shall pay DADE Auctions 25% of the estimated market value of Equipment as determined by DADE Auctions.

14 General. This Agreement contains the entire agreement of the parties and supersedes all previous communications, representations, understandings and agreements, either oral or written, between us. In the event of a conflict between these Terms and the Sales Agreement, the Sales Agreement shall control. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision shall be struck out and the remaining provisions shall continue in full force and effect. The failure by either party to exercise or enforce any rights or provisions of this Agreement shall not constitute a waiver of such right or provision. No partnership, joint venture, or agency relationship is intended or created by this Agreement. In the event of an assignment, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns. To the extent any novation is required for DADE Auctions to assign this Agreement, you hereby appoint the officers of DADE Auctions as your attorney-in-fact to execute all documents necessary to effect such novation. All provisions in this Agreement regarding representations and warranties, indemnification, disclaimers, limitations on liability, and payment obligations for fees incurred prior to the termination date shall survive any termination of this Agreement. Any delay in the performance of any duties or obligations of either party will not be considered a breach of this Agreement if such delay is caused by a labor dispute, market shortage of materials, fire, earthquake, flood or any other event beyond the control of such party, provided that such party uses reasonable efforts, under the circumstances, to resume performance as soon as reasonably practicable.

15 Privacy. Information provided in the Sales Agreement or under these Terms will be retained by the DADE Auctions in accordance with DADE Auctions’ Privacy Statement, provided on www.DADEauctions.com/PrivacyPolicy .

16 Trademarks. In connection with the Seller’s use of the Auction website, DADE Auctions may use the Seller’s name, trademark, logos, service marks and other designations (“Marks”) to list the Seller as a reference customer and to advertise, promote and market the Equipment. The Seller grants to DADE Auctions, and represents and warrants that the Seller has a right to grant, a non-exclusive, worldwide license to use, publicly display and perform, reproduce, and distribute the Marks, solely as permitted in this Agreement, including distributing e-mails to potential buyers that incorporate Marks.

17. DADE Auctions Services Provided .

17.1. Services of DADE Auctions. Under the terms of this Agreement, DADE Auctions offers you the use of our Auction website, which functions as a platform on which you can list and advertise Equipment for sale to potential buyers. Each party is acting on its own behalf, and DADE Auctions is not a party to a subsequent binding obligation to sell/buy the Equipment that is entered into between you and the Buyer. Nor does DADE Auctions represent either party in the transaction that results from use of the Auction websites. In consideration of your use of the Auction website for the listing and advertising of Equipment for sale, fees as listed in Section D are payable by you .

17.2. Listing Formats. There are four listing formats available on the Auction website:

17.2.1.     Absolute Online Auction. This is a service where you list and advertise Equipment for sale to the highest bidder who meets or exceeds the opening bid.
17.2.2.     Buy It Now. This is a service where you are able to list and advertise Equipment at a Buy It Now Price.
17.2.3.     Make Offer. This is a service where you are able to list and advertise Equipment for sale to a bidder at the Asking Price or a Negotiated Price.
17.2.4.     Reserve Online Auction. This is a service where you are able to list and advertise Equipment for sale to the highest bidder in a reserved auction website, where you set the Reserve Price (all Equipment with liens or encumbrances that must be paid at transfer of ownership MUST be a reserve auction, with the reserve set at lien payoff PLUS DADE Auctions fees.).

17.3. Commitment to Sell . By entering into this Agreement for use of the Auction website, you agree to an irrevocable offer to sell the Equipment, as applicable,

(a) to a Buyer who is the highest bidder and who meets or exceeds the opening bid, the Reserve Price, or Asking Price, as applicable

(b) to a Buyer who commits to purchase Equipment at the Buy Now Price; or

17.4. Opening Bid and Scheduling. For Online Auctions, DADE Auctions will set the opening bid as requested by the Seller for the Equipment and schedule the listing opening times. For Buy Now and Make Offer listings, DADE Auctions will schedule the listing opening times and set the opening bid per Sellers request: if applicable; you will have the option of setting a buy now price (“Buy Now Price”) or an asking Price (“Asking Price”), however, DADE Auctions reserves the right to refuse Buy It Now and Make Offer listings that exceeds 120% of the anticipated Fair Market Value of the equipment. You may lower the Asking Price during a listing period, but you may not add an Asking Price after the opening time. If you have selected to list the Equipment by Reserve, you will have the option of setting a reserve price, not to exceed 120% of estimated market value as determined by DADE Auctions (“Reserve Price”). For auctions of Equipment with liens and encumbrances, the Reserve price MUST be the total payoffs, PLUS all DADE Auctions fees at a minimum. DADE Auctions will determine the period of time that the Reserve listing is published to the website and is available for Buyers to submit bids (the “Reserve Period”). If, at the end of the Reserve Period, the Reserve Price has been met, the highest bid received from a Buyer will be automatically accepted. If the Reserve Price is not met during the Reserve Period, DADE Auctions may elect to re-list the Equipment. All Buy Now and Make Offer listings will be scheduled to run for up to 90 consecutive days, at the discretion of DADE Auctions. The listing period may be extended at DADE Auctions’ sole discretion. In the event the Equipment remains unsold, whether on a Buy Now, Make Offer or Reserve listing, after 90 days, (a) the Equipment may be re-inspected and may incur a Re-Inspection Fee and you may agree to reduce the Asking Price or Reserve Price, as applicable, by up to 20% to continue the listing; or (b) you may elect, without penalty, to remove the listing.

17.5. Additional Options. For Make Offer listings and Reserve listings where the Reserve Price is not met, you have the option to

(a) accept bids lower than the Asking Price or Reserve Price (except in cases of Equipment with liens and encumbrances and DADE fees), as applicable;

(b) counter bids lower than the Asking Price or Reserve Price, as applicable, with a higher offer (“Counter Offer”); or (c) reject bids lower than the Asking Price or Reserve Price (except in cases of Equipment with liens and encumbrances and DADE fees), as applicable, at any time during a listing. Counter Offers are valid for up to two business days.

However, only one Counter Offer can be valid at any time; the last Counter Offer you issue supersedes and invalidates any previous Counter Offers. Upon acceptance of the Counter Offer by the Buyer, the listing is closed and you are legally bound to complete the transaction.

17.6. Conclusion of Purchase; Bill of Sale. After the winning bid for a piece of Equipment has been established by DADE Auctions or the Buyer has committed to purchase the Equipment at the Buy Now Price or the Asking Price, the bid or purchase commitment of Buyer will be automatically accepted by you and a binding obligation to purchase and sell between you and Buyer is automatically created (“Binding Obligation”). All applicable terms and conditions of this Agreement shall apply to the Binding Obligation. Further, for Make Offer listings, you may accept or counter an offer below the Asking Price. In the event that you accept an offer or the Buyer accepts your Counter Offer (the “Negotiated Price”), a Binding Obligation is created and all terms herein shall apply. Buyer and Seller will be notified of such Binding Obligation by an email or other notification that is generated automatically by the Auction website. Subject to your receipt of payment for the Equipment, you, at your own expense, shall deliver a bill of sale, if applicable, and such other documentation as may be reasonably necessary to transfer title to the Equipment to Buyer. Unless otherwise agreed, the Equipment listing will only show your DADE Auctions “Seller ID”, but not your formal identity, business name and/or address details. This information will only be provided to Buyer at the time a Binding Obligation is reached, unless otherwise directed so by you.

17.7. No Guarantee on Proceeds. There is no guarantee as to the gross proceeds that may be realized from a listing on the Auction website.

17.8. Equipment Availability. Subject to DADE Auctions’ receipt of full payment and Buyer’s completion of any additional, required documents, you and the Buyer will be notified that the Equipment is available for pick-up via an email that is generated automatically by the Auction website (“Item Release”). You agree to have the Equipment available for transportation, complete with ignition key, if applicable, to the Buyer no later than one business day after a Binding Obligation is created. If the Equipment is not available, you will be subject to pay a Post-Closing Delay Fee of $100 daily. Further, if you fail for any reason to release the Equipment to the Buyer after a Binding Obligation is created, you will be subject to a Seller Default Fee in addition to any other rights or remedies that DADE Auctions or Buyer may have.

18. Equipment Listings . You may not list goods that are illegal to use or possess under any applicable law, rule or regulation. DADE Auctions reserves the right, in its sole discretion, to

(a) refuse to list any piece of Equipment at any time;

(b) withdraw any Equipment listing from the Auction website;

(d) cancel any transaction that it deems to be suspicious or fraudulent and report it to applicable authorities.

The information you provide during the Equipment listing process, combined with any (if applicable) Inspection Report, constitute the listing details for the Equipment (the “Listing Details”). You agree to fully, completely and accurately disclose to DADE Auctions all information relating to the Equipment of which you are aware. Any information (including brand name or other indication of origin or manufacture) that you provide related to the Equipment must be complete and accurate, and you shall be responsible for any inaccuracies, errors or omissions. Equipment listings on the Auction website may not include links to or a description of other items that you may have for sale outside of the Auction website.

19. Inspections; Restrictions on Use .

19.1. Equipment Inspections. For all requested inspections, you agree to permit DADE Auctions and/or its authorized representatives to test (if applicable) and inspect each piece of Equipment at a time and place specified in the Sales Agreement or as otherwise mutually agreed. If requested, DADE Auctions shall produce an inspection report (“Inspection Report”) for each piece of Equipment inspected by DADE Auctions or its agents. DADE Auctions inspections are solely for the purpose of reporting on the visible condition of the Equipment’s major systems and attachments. DADE Auctions inspections are NOT intended to detect latent or hidden defects or conditions that could only be found in connection with the physical dismantling of the Equipment or the use of diagnostic equipment or techniques. Your failure to properly maintain the Equipment from the date of inspection until its removal from your location by Buyer will void the inspection. If you alter or perform repairs or other maintenance to the Equipment after the inspection, another inspection may be required, and you may be subject to a Re-inspection Fee.

19.2. Ownership of Inspection Report. The Inspection Report is the sole and exclusive property of DADE Auctions. Except as expressly stated, nothing in this Agreement shall be deemed to grant to any other party, by implication, estoppel or otherwise, license rights, ownership rights or any other intellectual property rights in the Inspection Report. You cannot use the Inspection Report for any other purpose without the prior written approval from DADE Auctions.

19.3. Restrictions on Use of Equipment. From the time you provide listing details to DADE Auctions or an inspection is performed by DADE Auctions until the Equipment is removed from its location by or on behalf of Buyer following creation of a Binding Obligation, you may not operate, lease, rent, modify or alter the Equipment, unless agreed to specifically in the listing agreement, with prior approval from Dade Auctions. In addition to any other rights and remedies that DADE Auctions may have, a breach of this provision prior to the creation of a Binding Obligation for the Equipment may result in either of the following:

(a) DADE Auctions may remove the Equipment from the Auction website and charge you a Removal Charge; or

(b) DADE Auctions may continue with the listing in which case if the Equipment was inspected previously by DADE Auctions, you must have the Equipment re-inspected and pay DADE Auctions a Re-Inspection Fee. If the Equipment was not inspected, you must supply updated Listing Details to DADE Auctions and pay DADE Auctions an additional Listing Fee.

In the event a breach of this provision is determined by DADE Auctions in its reasonable discretion, and the Equipment has been sold through the Auction website, the transaction is subject to cancellation and you will be charged a Seller Default Charge in addition to reimbursement of transportation and other costs incurred by Buyer.

20. Disclosure and Payment of Liens . You are responsible for making full disclosure to potential Buyers of all Encumbrances and third-party interests that may exist on or pertain to your Equipment. You will at your own cost and expense warrant and defend title to the Equipment on behalf of the Buyer, its successors and assigns, against the claims and demands of all persons. If required, you shall be responsible for the payment of any independent equipment appraisals and documentation fees required to release such liens. You acknowledge and agree, and hereby authorize, that DADE Auctions may, in its discretion, discharge creditor claims or pay for such appraisals and documentation fees and deduct the amount from the proceeds due to you. If your net proceeds from the sale of Equipment listed on the Auction website are insufficient to discharge creditor claims and costs associated with any appraisals and documentation fees on the Equipment, you are fully responsible for paying the outstanding debt balance immediately upon demand by DADE Auctions.

21. Payment.

21.1 Payment of Proceeds. Once a Binding Obligation is created between you and Buyer, DADE Auctions will generate a third-party invoice that is issued to the Buyer on your behalf. Buyer is responsible for paying you the purchase price for the Equipment upon creation of a Binding Obligation, and you hereby instruct DADE Auctions to facilitate receipt of the purchase price. Further, you hereby grant DADE Auctions the right, in its own name, to enforce your right to payment. You agree that no monies shall be payable to you until paid by the Buyer. Once received by DADE Auctions, any monies due to you, net of any commissions and fees due DADE Auctions as detailed in this Agreement, shall be disbursed within 15 days after creation of a Binding Obligation and receipt of all funds. You hereby consent to DADE Auctions’ right to offset any other commissions and fees specified in this Agreement or that result from additional services requested by you, with any remainder to be paid within 15 days following receipt of an invoice. You acknowledge that Buyers may fail to perform or pay on a timely basis and that DADE Auctions shall not have any liability to you for any act or omission of Buyers.

21.2. Taxes. You shall be responsible for the payment of any tax or duty that is your responsibility as a seller of the Equipment.

21.3. Title Transfer Fees; Lien Search Fees. For each unit of Equipment, unless otherwise specified, if applicable, you will pay lien search fees, document administration fees and any other fee applicable as set out in DADE Auctions’ standard Fee Schedule detailed in the applicable Section. Document administration fees will cover fees associated with title or registration documents.

22. Your Options After Buyer Default . If the Buyer fails to pay in accordance with the Binding Obligation, the Buyer is considered to be in default. In the event of a Buyer default, you may at your own risk and account rescind the offer to sell to the Buyer after which you may elect any one of the following options:

22.1. Offer Equipment to Second Highest Bidder. If there was more than one bidder for the defaulted Equipment, you may elect to offer the Equipment to the second highest bidder. If the second highest bidder accepts, a Binding Obligation for the Equipment will be concluded by the Auction website, and you will receive proceeds based on that second bidder’s highest bid, less any applicable commissions and fees payable to DADE Auctions;

22.2. Re-list the Equipment. You may elect to relist the Equipment in a subsequent online listing within 30 days of the Buyer default without incurring an additional Listing Fee (if applicable). In such case, these Terms continue to apply; or

22.3. Withdraw the Equipment. You may elect, without penalty, to withdraw the Equipment from listing on the Auction website.

23 . Legal Disputes

23.1. DISCLAIMER; LIMITATION OF LIABILITY. “ UNLESS OTHERWISE STATED SPECIFICALLY IN THE LISTING, TO THE FULLEST EXTENT PERMITTED BY LAW, THE AUCTION WEBSITE PROVIDED BY OR THROUGH DADE AUCTIONS IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL DADE AUCTIONS BE LIABLE FOR ANY SPECIAL, INDIRECT, PUNITIVE, COVER, INCIDENTAL OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY, INCLUDING LOSS OF REVENUE, PROFITS, OR BUSINESS, ANY LOSS OF GOODWILL OR REPUTATION, OR THE COSTS OF SUBSTITUTE GOODS OR SERVICES, EVEN IF DADE AUCTIONS OR AN AUTHORIZED REPRESENTATIVE THEREOF HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES”

23.2 . English Controlling Language . All performance under this Agreement and the resolution of disputes shall be conducted in the English language. If a translation of this Agreement into any other language is required by law, the English version will prevail to the extent that there is any conflict or discrepancy between the English version and any translation. If this Agreement is provided to you in a language other than English, DADE Auctions does so solely for your convenience.

B. GENERAL FEES FOR DADE Auctions and EQUIPMENT

TERM	DESCRIPTION
Lien Search Fee (if applicable)	100.00
Lien Release Fee (if applicable, per item)	$100
Bank Wire/ACH Administration Fee (per item)	$25
Title Transfer Fee Document Administration Fee for Equipment (if applicable)	100.00
Removal Charge for Equipment (if applicable)	Listing Fee plus 25% of the greatest of (a) the estimated market value as determined by DADE Auctions; (b) the opening bid or buy now price (as set by DADE Auctions); (c) the Asking Price; or (d) the highest bid submitted on the Equipment to the Auction website. Except, in the event that the Asking Price was met, the commission fee of the final selling price as if the Equipment were sold shall be due.
Inspection and/or Re-inspection Fee (if applicable)	$250.00. DADE Auctions reserves the right to determine the exact amount of the Re-Inspection Fee for any Equipment requiring re-inspection in its sole discretion on a case-by-case basis.
Buyback Charge (if applicable)	25% of the Equipment’s closing price for any involved transaction(s).
Post-Closing Delay Charge for Equipment (if applicable)	Charges include, but are not limited to, transportation cancellation or re-scheduling fees, transportation delay fees, hourly or daily average rental cost of equivalent replacement equipment for the Buyer, including loading, unloading and transportation costs. $100 per day. DADE Auctions may assess the Post-Closing Delay Charge at its discretion.
Seller Default Fee/Charge	25% of the winning closing price, plus the Listing Fee (if applicable) and any costs incurred by Buyer and validated by DADE Auctions.

Dade Auctions, Inc. Website Terms and Conditions

The following Site Usage Terms and Conditions (“Site Usage Terms”) establish the terms of your use of Dade Auctions, Inc. services, inclusive, but not limited to www.dadeauctions.com and ancillary websites and services. Collectively, these will be referred to as the “Site”.

You are contracting with Dade Auctions, Inc. an Ohio corporation. In each case, the respective entity to which you are contracting with shall be referred to as “we” or “Dade Auctions, Inc.”.

The Site Usage Terms were last revised on September 14, 2020.

1. YOU HAVE THE CAPACITY TO CONTRACT . The Site is available only to individuals acting in a professional capacity (non-consumers). If you are acting on behalf of another person or entity, you represent and warrant that such person or entity has authorized you to act and enter into legally binding contracts on its or his/her behalf. Without limiting the foregoing, (i) minors in any jurisdiction, (ii) consumers that reside in one of countries of the European Union and (iii) individuals who have been suspended from the Site may not use the Site.

2. YOUR REGISTRATION . Registration is required to use certain features of the Site. Dade Auctions, Inc. reserves the right, in its sole discretion, to disapprove of any request to become a registered user (a “Registered User”) and to suspend or terminate your authorization to use the Site for any reason. By registering with the Site, you agree to comply with these Site Usage Terms and Conditions and, when buying or selling equipment through the Site, with the DADE AUCTIONS, INC. Buyer and Seller Terms and Conditions . You represent and warrant that (i) all information provided to Dade Auctions, Inc. is accurate and complete to the best of your knowledge, and (ii) you will update such information so that it is kept current, accurate and complete at all times. You acknowledge and accept that Dade Auctions, Inc. may contact you using the contact information you provide during registration, and that you may incur wireless charges, depending upon the method of communication, which are your sole responsibility. Dade Auctions, Inc. reserves the right, in its sole discretion, to disapprove of any application to list Equipment and to suspend or terminate your authorization to use the Site at any time and for any reason, with or without cause.

3. YOUR USER RESPONSIBILITIES . You agree to comply with all applicable laws and regulations regarding your use of the Site. You agree not to engage in any of the following prohibited activities: (i) copying, distributing, or disclosing any part of the Site in any medium, including without limitation by any automated or non-automated “scraping”; (ii) using any automated system, including without limitation “robots”, “spiders”, “offline readers”, etc., to access the Site in a manner that sends more request messages to Dade Auctions, Inc.’s servers than a human can reasonably produce in the same period of time by using a conventional online web browser; (iii) attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Site; (iv) taking any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on our infrastructure; (v) uploading invalid data, viruses, worms, or other software agents through the Site; (vi) collecting or harvesting any personally identifiable information, including account names, from the Site; (vii) using the Site for any commercial solicitation purposes; (viii) impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity; or (ix) bypassing the measures we may use to prevent or restrict access to the Services.

4. OUR USER INFORMATION AND PRIVACY STATEMENT . Dade Auctions, Inc. has made a commitment to protect the confidentiality and privacy of your personally identifiable information. Please see Dade Auctions, Inc.’s Privacy Statement, located at www.dadeauctions.com/PrivacyPolicy and incorporated herein by reference, for more information about our collection, use and protection of your personal information. By using the Site, you are specifically consenting and agreeing to Dade Auctions, Inc.’s Privacy Statement and, if you’re located in the European Union, you expressly consent that Dade Auctions, Inc. may transfer, process and store your personal data within and without the European Union.

5. WEBSITE MODIFICATION AND AVAILABILITY . Dade Auctions, Inc. may, at any time, delete, modify or supplement the content of this Site without prior notice. Dade Auctions, Inc. reserves the right, for any reason, at its sole discretion, to terminate, change, suspend or discontinue any aspect of the Site, including, but not limited to, content, features or hours of availability. Dade Auctions, Inc. may also impose limits on certain features of the Site or restrict your access to all or part of the Site without notice or penalty.

6. WEBSITE MONITORING . You agree that Dade Auctions, Inc. has the right, but not the obligation, to monitor at any time, for any reason at its sole discretion, all material and content on the Site and usage of the Site.

7. SERVICES AVAILABILITY . Dade Auctions, Inc. makes reasonable commercial efforts to make its Services and Site available. However, Dade Auctions, Inc. is not responsible for any service interruptions, including, but not limited to, interruptions that may affect the receipt, processing and acceptance of bids or other aspects of an Advertisement or Listing.

8. YOUR LOGIN ID, PASSWORD, SECURITY . You are solely responsible for protecting the confidentiality of your login ID and password and are responsible for all use of your Site account. You agree to notify Dade Auctions, Inc. immediately of any unauthorized use of any login ID and/or password or any other breach of security regarding the Site. We have implemented commercially reasonable, technical and organizational measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration or disclosure. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk.

9. YOUR SECURITY . We have implemented commercially reasonable technical and organizational measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration or disclosure. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk.

10. OUR COPYRIGHT AND TRADEMARKS . The trademarks, trade names, designs and all material contained on this Site or through other Services, including all portions of the website, content, site design, text, graphics, and all intellectual property rights thereto are the sole and exclusive property of Dade Auctions, Inc. or its licensors. The use of any such property for any other reason, on any other website, or the modification, distribution or republication of this material without the prior written permission from Dade Auctions, Inc. is strictly prohibited.

11. WEBSITE DISCLAIMER; LIMITATION OF LIABILITY . TO THE FULLEST EXTENT PERMITTED BY LAW, THE SITE AND SERVICES, PROVIDED BY OR THROUGH DADE AUCTIONS, INC. ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND WHETHER, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL DADE AUCTIONS, INC. BE LIABLE FOR ANY SPECIAL, INDIRECT, PUNITIVE, COVER, INCIDENTAL OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY, INCLUDING WITHOUT LIMITATION, LOSS OF REVENUE, ANTICIPATED PROFITS, BUSINESS, OR SALES, ANY LOSS OF GOODWILL OR REPUTATION, OR THE COSTS OF SUBSTITUTE GOODS OR SERVICES, EVEN IF DADE AUCTIONS, INC. OR AN AUTHORIZED REPRESENTATIVE THEREOF HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12. GOVERNING LAW . For users contracting with Dade Auctions, Inc., these Site Usage Terms shall be governed by the laws of the State of Ohio.

13. THIRD PARTY LINKS . The Site may contain links to third-party websites, advertisers, or services that are not owned or controlled by Dade Auctions, Inc.. Where Dade Auctions, Inc. provides such third-party links, no representations or endorsements are made in connection with such sites. Dade Auctions, Inc. has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third-party websites or services. If you access a third-party website from the Site, you do so at your own risk, and you understand that these Site Usage Terms and Dade Auctions, Inc.’s Privacy Statement do not apply to your use of such sites. You expressly relieve Dade Auctions, Inc. from any and all liability arising from your use of any third-party website or services or third-party owned content. Additionally, your dealings with or participation in promotions of advertisers found on the Site, including payment and delivery of goods, and any other terms (such as warranties) are solely between you and such third parties. You agree that Dade Auctions, Inc. shall not be responsible for any loss or damage of any sort relating to your dealings with such third parties. We encourage you to be aware of when you leave the Site, and to read the terms and conditions and privacy policy of any third-party website or service that you visit.

14. AMENDMENT OF SITE TERMS . Dade Auctions, Inc. may, modify, add or remove any portion of the Site Usage Terms from time to time, in its sole discretion with or without notice to you, by posting such changes on the Site. Once posted such changes shall come into full force and effect. In addition to other forms of acceptance, use of the Site constitutes acceptance of these Site Usage Terms, including continued use after such changes are posted. It is your responsibility to check periodically for changes to the Site Usage Terms.

15. NOTICES . Any notice to Dade Auctions, Inc. must be in writing and must be sent via email to info@dadeauctions.com and by registered mail or overnight courier to Dade Auctions, Inc. 1789 Indian Wood Circle, Suite 250, Maumee, Ohio 43537. Any notice to you shall be given by email to the email address provided to you during registration as a Registered User, or as subsequently updated by you, or via posting on the Site, any of which you agree shall be sufficient notice to you. Notice shall be deemed to have been given to you upon twenty-four (24) hours after it has been sent or at the time the information was posted on the Site. If you change your email address, you are responsible for updating your account profile.

16. TERMINATION . Without limiting any other remedies, Dade Auctions, Inc. shall have the right to terminate your access to the Site and features to which you may have registered at any time, without notice, in Dade Auctions, Inc.’s sole discretion for any reason, including, without limitation, if we determine that you have violated the Site.

17. MISCELLANEOUS CONDITIONS OF SITE USAGE . If any provision of these Site Usage Terms is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision shall be enforced to the maximum extent permissible so as to affect the intent of these Site Usage Terms, and the remainder of these Site Usage Terms shall continue in full force and effect. The failure by Dade Auctions, Inc. to exercise or enforce any rights or provisions of these Site Usage Terms shall not constitute a waiver of such right or provision. All provisions in these Site Usage Terms regarding representations and warranties, indemnification, disclaimers and limitations on liability shall survive any termination of these Site Usage Terms. If a translation of these Site Usage Terms into any other language is required by law, the English version will prevail to the extent that there is any conflict or discrepancy in meaning between the English version and any translation thereof. If these Site Usage Terms are provided to you in a language other than English, Dade Auctions, Inc. does so solely for your convenience. These Site Usage Terms contain the entire agreement with respect to the use of the Site, and supersede all previous communications, representations, understandings and agreements, either oral or written, between us.

18. Our Copyright Policy

Dade Auctions, Inc. respects the intellectual property of others, and we expect our users to do the same. Dade Auctions, Inc. may suspend and/or terminate listings and/or the accounts of users who infringe the rights of others. If you believe that your copyrights or other intellectual property rights have been infringed by postings of others through the Site, you should provide Dade Auctions, Inc.’s copyright agent with the following information:

an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
a description of the copyrighted work or other intellectual property that you claim has been infringed;
a description of where the material that you claim is infringing is located on the Site;
your address, telephone number, and email address;

a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; a statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.

Dade Auctions, Inc.’s Agent for Notice of claims of copyright or other intellectual property infringement can be reached as follows:

By mail:

Dade Auctions, Inc.
1789 Indian Wood Circle, Suite 250
Maumee, Ohio 43537

By phone : 844.333.3030
By fax: 844.333.3030
By email: info@dadeauctions.com

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