Surplus to Frigel: Late-Model Process Chillers, Turbogel & HB-Therm TCUs

Terms and Conditions of Sale 

BY REGISTERING FOR AN AUCTION OR BIDDING OR PLACING A WINNING BID AT AN AUCTION, OR BY ENTERING INTO A PRE-AUCTION OR POST-AUCTION NEGOTIATED SALE, YOU ACKNOWLEDGE THAT YOU HAVE READ AND AGREE TO THE FOLLOWING TERMS AND CONDITIONS OF SALE: 

The following Terms and Conditions of Sale, as amended by any published or posted catalogs or notices or verbal announcements before or during the sale (the “Sale Terms”), constitute the entire terms and conditions on which goods are offered for sale or sold by Meadoworks, LLC or by any third party for whom we act as agent, through auctions and pre-auction and post-auction sales.  As used herein, the terms “Meadoworks,” “we,” and “us” refer to Meadoworks, LLC.  You may not register for or bid in an auction if you do not agree to the Sale Terms. 

1. Defined Terms.  For purposes of these Sale Terms: 

“Bidder” is any person or entity who, directly or through an agent, considers, makes or attempts to make a bid or offer, by whatever means, and includes Buyers.  Bidders and their agents shall be co-liable for their bids. 

“Bid Price” is the highest price accepted by the auctioneer; for on-line auctions, it is the highest price that we accept; for pre-auction and post-auction sales, it is the agreed sales price.

“Buyer” is the Bidder who makes the highest bid accepted by the auctioneer or Meadoworks or who makes the highest offer accepted by Meadoworks. 

“Buyer’s Premium” is the amount retained by us and payable by the Buyer equal to twenty percent (20%) of the Bid Price. 

“Facility” is the facility where the goods in a lot offered for sale are located. 

“Purchase Price” means the aggregate of (i) the Bid Price; (ii) the Buyer’s Premium; and (iii) Taxes, if any (defined below). 

“Purchased Goods” are the goods purchased by the Buyer. 

“Removal Date” is the date by which the Buyer must remove Purchased Goods from the Facility.  Time is of the essence for compliance with the Removal Date.  

“Taxes” are any state or local sales or other taxes applicable to the sale of the Purchased Goods, that sellers are required to collect; and any taxes of any US or non-US taxing authority, including, without limitation, provincial and VAT taxes, applicable to the sale of the Purchased Goods, that sellers are required to collect. 

1A.  The Seller.  The seller (“Seller”) is the person or entity who owns the lot that is for sale.  For goods owned by Meadoworks, Meadoworks is the seller; for goods owned by a third party, the third party is the Seller; the identity of third-party sellers may not be disclosed.  When a third party is the Seller, Meadoworks will be selling that lot as the agent for the Seller, providing services to help them sell the lot and conclude the contract for sale of the lot on behalf of the Seller, including invoicing and collecting payments.  When Meadoworks is the agent of the third-party Seller, the contract for the sale of a lot, whether by successful bid or negotiated sale, will be directly between you and the third-party Seller, not between you and Meadoworks.

2. Inspections. At Meadoworks’ discretion, Meadoworks will make lotted goods available for inspection by Bidders and their representatives: (i) on a set date prior to an auction, which date may be found on Meadoworks’ online auction platform and/or (ii) prior to the auction date by appointment. Bidders who wish to learn the inspection date or to make an appointment for an inspection should contact Meadoworks at (847) 640-8580.  Meadoworks does not guarantee that Bidders will be able to inspect lotted goods on the day of an auction or on short notice.  

3. Registration; Bidding.   

(a)       To bid at an auction, Bidders must register for the auction.  For on-site auctions, Bidders whose registration is accepted by Meadoworks will be issued a bidder number. Meadoworks will only issue one bidder number per Bidder.  For on-line auctions, Bidders whose registration is accepted by Meadoworks will be sent an email at the email address the Bidder provides in registering.   Meadoworks has the absolute right to reject, refuse or revoke at any time a Bidder’s permission to be on the premises of an auction, to register for an auction, or bid at an auction at any time without notice and to disable or deactivate Bidder’s online accounts at any time and shall have no liability to Bidders with regard to any of the foregoing actions.  The Bidder whose information is provided in the registration shall be responsible for all purchases under that Bidder’s bidder number or, in the case of on-line auctions, for all purchases under that Bidder’s registration. 

 (b)      By registering for or bidding in an auction, each Bidder represents, warrants and covenants that (i) Bidder has the actual authority to make such registration and bid(s) and (ii) if Bidder’s bid is successful, that Bidder has the financial ability to pay the Purchase Price for the Purchased Goods, pursuant to these Sale Terms.  

(c)        All bids constitute an irrevocable offer by the Bidder to purchase the goods in the lot bid upon at the auction at the successful Bid Price, plus the Buyer’s Premium and Taxes, if any. 

(d)       Bidders who desire to submit absentee bids should contact Meadoworks to make arrangements.  Meadoworks has the absolute right whether to permit absentee bidding for an auction and whether to permit a Bidder to submit an absentee bid.   If Meadoworks accepts a registration for absentee bidding and an absentee bid, the Bidder thereby appoints Meadoworks as its agent and proxy for the sole purpose of bidding in an auction for the purpose of purchasing lotted goods.  If Meadoworks accepts a registration for absentee bidding and an absentee bid, Meadoworks will, in its sole discretion, bid up to the Bidder’s specified maximum bid for the Bidder’s specified lot.  NOTE: The maximum bid stated in any absentee bid is exclusive of the Buyer’s Premium and Taxes, if any.  Successful absentee Bidders shall be liable for the Purchase Price on their successful bid, which includes the Bid Price, the Buyer’s Premium and Taxes, if any.  Absentee bidders will be notified only if their bid is accepted by the auctioneer.  Notification will be in the form of an electronic invoice sent to the email address provided by the absentee bidder in its registration.  

4. Conduct of the Auction.   

(a)       All lots are sold with reserve unless expressly stated in the auction catalog or other auction documents, including online lot pages, or expressly announced by the auctioneer to be without reserve.

 

(b)       All lots are numbered in the catalog or other documents published in any medium prior to the auction and bids shall conform to lot numbers. 

 

(c)        Meadoworks has the absolute right to temporarily or permanently end an auction prior to or during the publicized auction period and to extend the publicized auction period, without notification.  

(d)       Meadoworks reserves the right to refuse or reject a bid from any Bidder, to determine any bidding increment, and to advance the bidding in any manner that the auctioneer may decide.

(e)       If the goods in a lot are offered subject to a reserve, we may implement such reserve by bidding on behalf of the Seller, whether by opening bid or continuing bidding in response to other bids until reaching the reserve, and Meadoworks shall not have any liability for such reserve maintenance bids.   If the reserve on goods in a lot is not met, the goods will not be sold.  If we have an interest in a third-party Seller’s goods in a lot or the proceeds therefrom, for example, if Meadoworks has guaranteed a minimum sales price for the goods (but excluding our interest in our commission or Buyer’s Premium), we may bid therefore to protect such interest and Meadoworks shall not have any liability for such bids. Third-party Sellers on whose behalf we act as agent are not permitted to bid on their own items, except in limited circumstances when we, in our sole discretion, allow such bidding. In any auction sale, Meadoworks may bid (i) to purchase for its own account or (ii) on behalf of any third-party Bidder with said Bidder’s consent, for example an absentee Bidder. 

(f)       Meadoworks reserves the right, in its absolute discretion: (i) to withdraw or divide any lot or to combine any two or more lots; (ii) in the case of error or dispute, or in the event the auctioneer doubts any bid, during or after the sale, to continue the bidding, determine the successful bidder, cancel the sale of the lot, or re-offer and re-sell any lot; and (iii) to withdraw a lot based upon the application of any reservation or condition of sale stated in the catalog for a lot or on an online lot page or as announced by the auctioneer.  If any dispute relating to bidding arises during or after the sale, Meadoworks’ decision in exercise of this subparagraph is final.   If any dispute arises after the sale, Meadoworks’ sales records shall be conclusive in all respects.  In the event a lot is withdrawn after bidding has ended, Bidder’s sole remedy shall be the refund of any portion of the Purchase Price actually paid for the lot in good funds.

(g)       In addition to other rights of withdrawal of lots or cancellation of sales stated in these Sale Terms, Meadoworks may cancel a sale of a lot if (i) any of the Bidder’s representations and warranties in paragraph 3(b) of these Sale Terms is not correct; (ii) we reasonably believe that completing the transaction is or may be unlawful; or (iii) we reasonably believe that the sale places us or the Seller under any liability to anyone else or may damage our reputation.

(h)        For online timed auctions, the time period for each lot (and as a result the time period for the auction) may be automatically extended if bids are submitted shortly before the expiration of the original time period and the lot closes when the time period, including any extensions, expires. 

(i)      For in person and live online auctions with a live auctioneer or electronic auctioneer-like feature, the lot closes when the auctioneer or electronic auctioneer-like feature so announces by the fall of the hammer or in other customary manner, for example, but not limited to, by stating that the lot is “sold.” 

(j)        For all auctions, the highest bid will be the successful bidder when the lot closes, unless Meadoworks exercises its rights under paragraphs 4(f) or (g) of these Sale Terms to withdraw a lot or cancel a sale.  This means that a contract for sale has been formed between the Seller and the successful bidder pursuant to the Sale Terms for the Purchase Price.  For online auctions, winning bidders will receive an email notification of any successful bid.

(k) For pre-auction and post-auction negotiated sales, the lot closes when Meadoworks accepts a bidder’s offer, unless Meadoworks exercises its rights under paragraphs 4(f) or (g) of these Sale Terms to withdraw a lot or cancel a sale.  This means that a contract for sale has been formed between the Seller and the successful bidder pursuant to the Sale Terms for the Purchase Price.

(l)        Subject to the terms and conditions herein, all sales are final. No returns or refunds will be permitted, unless authorized by Meadoworks or Seller in writing. 

(m)       Bidders acknowledge that an auction site and the Facility are potentially dangerous places. Flammable, noxious, corrosive and pressurized substances may be present. Heavy equipment may be operated, and electrical circuits may be live. Every Bidder enters such sites at his or her own risk with notice of the condition of the premises and the activities that will be or have been conducted on the premises.  Bidders shall so advise their agents and employees. No Bidder or Bidder’s representative or agent shall have any claim against Meadoworks, Sellers, the owner or tenant of a Facility, or their respective agents or employees for any injuries sustained or for damages to or loss of property that may occur at such sites. 

(n)        In the case of on-line auctions, you agree and acknowledge that Meadoworks shall not be liable for any failure or delay in executing bids or any errors contained in bids placed via the on-line auction platform.

(o)      MEADOWORKS PROVIDES THE ON-LINE AUCTION PLATFORM, INCLUDING ON-LINE BIDDING SERVICE AND MEADOWORKS’ WEBSITE "AS IS" AND WITHOUT ANY REPRESENTATIONS OR WARRANTIES EXPRESS, IMPLIED OR STATUTORY. WITHOUT LIMITING THE FOREGOING, YOU AGREE AND ACKNOWLEDGE THAT MEADOWORKS SHALL NOT HAVE ANY LIABILITY FOR ANY FAILURES, DELAYS OR ERRORS CAUSED BY INTERRUPTIONS IN THE AVAILABILITY OF THE ON-LINE AUCTION PLATFORM, INCLUDING ON-LINE BIDDING SERVICE, OR OF OUR WEB SITE OR ANY ERRORS OR DEFECTS IN THEIR CONTENT OR FUNCTIONALITY, ANY SOFTWARE AND/OR HARDWARE DEFECTS (WHETHER YOURS OR OURS) AND/OR ANY INTERNET CONNECTION PROBLEMS (WHETHER YOURS OR OURS), AND WE DO NOT REPRESENT OR WARRANT THAT THE ONLINE BIDDING SERVICE OR THE WEB SITE WILL BE ERROR-FREE, FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT ANY DEFECTS WILL BE CORRECTED.

5. Warranties; Covenant; and Disclaimers. 

(a)       Seller, as its sole and exclusive warranties to Buyer, warrants as follows: (i) that title conveyed for Purchased Goods shall be good, and its transfer rightful; and (ii) that the Purchased Goods shall be tendered for removal free from any security interest or other lien or encumbrance, except for any security interest created pursuant to paragraph 6(c) below. 

(b)       Subject to the strict condition precedent that Buyer shall have timely paid the Purchase Price for the Purchased Goods in full and in good funds, Seller covenants that Seller shall make reasonable efforts to tender the Purchased Goods to Buyer prior to the end of the Removal Date or, for Purchased Goods designated on the lot listing or other notice as “Delayed Removal,” by the designated Delayed Removal date; provided, however, that Meadoworks shall have the absolute right to extend the Removal Date or the Delayed Removal date.  Moreover, if events or circumstances beyond Seller’s control, or not foreseen by Seller, prevent or hinder Seller from tendering the Purchased Goods to Buyer prior to the end of the Removal Date or the Delayed Removal date, such delay shall not be grounds for the Buyer to cancel or terminate its purchase of the Purchased Goods; Seller shall not be liable for loss due to such delay; and once such cause preventing or delaying tender terminates, Seller shall recommence reasonable efforts to tender the Purchased Goods to Buyer.  Meadoworks, as agent for third-party Sellers, shall have no obligation to Buyers to tender Purchased Goods to Buyers and shall have no liability to Buyers for a third-party Seller’s failure to tender Purchased Goods to Buyer.  Buyer acknowledges and agrees that Seller, Meadoworks and/or their respective designees may use Purchased Goods that have been designated as “Delayed Removal” up to the Delayed Removal date, including any extensions thereof, and that neither Seller, Meadoworks nor their designees shall be liable for ordinary wear and tear on Purchased Goods during such use.  

(c)        Buyer acknowledges and agrees that Purchased Goods are sold on an “AS IS,” “WITH ALL FAULTS” basis. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN PARAGRAPH 5(a) ABOVE, SELLER AND MEADOWORKS MAKE NO WARRANTY WHATSOEVER WITH RESPECT TO THE PURCHASED GOODS, INCLUDING ANY (i) WARRANTY OF MERCHANTABILITY, (ii) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, (iii) WARRANTY OF COMPLIANCE WITH LAW OR SAFETY STANDARDS, OR (iv) WARRANTY OF NON-INFRINGEMENT, WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE. Except for the express warranties set forth in paragraph 5(a) above, any affirmation of fact or promise made by Seller or Meadoworks relating to the Purchased Goods shall not be deemed to create an express warranty that the Purchased Goods shall conform to such affirmation or promise. Except for the express warranties set forth in paragraph 5(a), any descriptions, specifications, photographs or videos with respect to the Purchased Goods are not warranted by Seller or Meadoworks to be accurate or complete.  Except for the express warranties set forth in paragraph 5(a), no affirmation, promise, description, photograph or video of the Purchased Goods shall be deemed part of the basis of the bargain. Meadoworks’ employees and representatives are not authorized to make any statement or representation as to the Purchased Goods that differs from the terms and conditions of these Sale Terms. Any such statement or representation will not be binding on Seller or Meadoworks or be grounds for any subsequent claim by Buyer against Seller or Meadoworks. 

(d)       All statements, descriptions, photographs or videos relating to goods in a lot in any catalogs, advertisements or documents of any kind in any medium are provided for purpose of ease of identification.  Buyer agrees and warrants that Buyer will not rely upon any of the foregoing items as representations of fact about the goods in a lot and that Buyer assumes the risk of the inaccuracy of the foregoing items.   As a condition of registration or bidding in an auction, Buyer represents and warrants as follows: (i) that Buyer or Buyer’s qualified representative or agent shall have or has fully inspected the goods in a lot prior to bidding and shall have or has satisfied itself as to both the condition of the goods in a lot and the accuracy of their description; or (ii) that Buyer has had the opportunity to inspect the goods in a lot prior to bidding and has chosen to bid without having inspected the goods; or (iii) that Buyer has not had the opportunity to inspect the goods in a lot prior to bidding and has nonetheless chosen to bid without having had such an opportunity; moreover, in any of the foregoing circumstances, Buyer waives any claims based on the condition of the goods in a lot or the accuracy of the description of the goods in a lot that could have been discovered by an inspection prior to bidding. 

(e)       If Meadoworks is selling goods for the third-party Seller of the goods, Meadoworks may rely on information about goods that is provided by the third-party Seller.  Meadoworks undertakes no investigation of that information, and makes no representation or warranty concerning the truth or completeness of that information. 

(f)        With respect to any breach of any warranty or covenant set forth in paragraph 5(a) or (b) above, Meadoworks and/or Seller shall, in their sole discretion, either (i) cure the breach, or (ii) refund the Purchase Price, to the extent actually paid, of the Purchased Goods subsequent to Buyer’s return of the Purchased Goods, at Buyer’s expense, to Meadoworks or Seller if the Purchased Goods are in Buyer’s possession.

(g)       THE REMEDIES SET FORTH IN PARAGRAPH 5(f) ABOVE SHALL BE THE BUYER’S SOLE AND EXCLUSIVE REMEDY AND MEADOWORKS’ AND SELLER’S ENTIRE LIABILITY FOR ANY BREACH OF THE WARRANTIES OR COVENANTS SET FORTH IN PARAGRAPH 5(a) OR (b) ABOVE. 

6. Additional Sale Terms. 

(a)       For auction sales, Buyers shall pay the full amount of the Purchase Price for Purchased Goods in good funds within 48 hours of the end of the auction. For pre-auction and post-auction negotiated sales, Buyers shall pay the full amount of the Purchase Price for Purchased Goods in good funds pursuant to the agreed upon time or date for payment in the negotiated sale or within 48 hours of receiving the invoice, whichever is sooner.   Without limiting the foregoing, Buyer’s payment of the full amount of the Purchase Price in good funds for Purchased Goods is a strict condition precedent to Buyer’s removal of Purchased Goods from the Facility.  Buyers shall pay Meadoworks the full amount of the Purchase Price by wire transfer made payable to “Meadoworks, LLC”. 

(b)       Buyers claiming exemptions from payment of Taxes must provide proof satisfactory to Meadoworks of their entitlement to claim such exemption. In the absence of proof satisfactory to Meadoworks, Buyers shall pay Taxes for Purchased Goods to Meadoworks. Collection of applicable Taxes will be in accordance with applicable law.  In the event that Meadoworks does not collect Taxes at the time of sale, it shall not be deemed a waiver of Meadoworks’ right to collect applicable Taxes, if any, from the Buyer for the Purchased Goods and Buyer shall remain liable for the payment of Taxes, if any. 

(c)        In consideration of Seller’s and Meadoworks’ obligations hereunder, and as security for Buyer’s performance of its obligations hereunder, Buyer hereby grants Meadoworks and Seller a security interest in and to all of Buyer’s right, title and interest in Purchased Goods. 

(d)       Meadoworks may specify the Removal Date in a print catalog and/or on the on-line auction platform, which information may be under the heading “Sale Details/Important Information,” and/or announce the Removal Date at the auction.  Buyer shall remove Purchased Goods by the Removal Date; time is of the essence for Buyer’s compliance with removal of Purchased Goods by the Removal Date.  Buyer shall be responsible for disconnecting utilities and draining fluids from Purchased Goods, including electric, gas, waste, water lines and oil, and for removing any such materials or fluids from the Facility and the Facility grounds.  Buyers are also responsible for arranging and paying for the removal and shipment of Purchased Goods.  Buyers shall provide, and/or ensure their agent(s) performing removals on their behalf provide, upon demand, evidence of insurance policies with reliable insurance companies, providing the types of coverage and in the amounts as stipulated by Meadoworks, Sellers, or the Facility’s owner or tenant and naming Meadoworks, the Seller, and the owner and tenant of the Facility as additional insureds, but in no event shall the limit for such insurance be less than $2,000,000 per occurrence in general liability, workers compensation and automobile coverage.  Removal shall be conducted responsibly and with due care for the Facility.  Meadoworks reserves the right on any sale to require that all Buyers utilize the services of the movers/shippers/riggers listed on Meadoworks’ website and/or those listed on the auction website as “exclusive, approved” for a particular auction.  Buyer shall restore and repair all real and personal property that is altered or damaged as a result of the removal of Purchased Goods.   

(e) FOR ALL PURCHASED GOODS THAT THE BUYER INTENDS TO EXPORT OR SHIP OUTSIDE OF THE COUNTRY IN WHICH THEY ARE LOCATED AT THE TIME OF SALE, THE BUYER SHALL PROVIDE MEADOWORKS, WITHOUT THE NEED FOR REQUEST, WITH A BILL OF LADING EVIDENCING SHIPMENT OF THE PURCHASED GOODS OUT OF THE STATE WHERE THEY ARE LOCATED (AT THE TIME OF SALE). SUCH DOCUMENTATION SHALL INCLUDE DETAILS OF THE FIRST AND FINAL STATE AND/OR COUNTRY TO WHICH THE PURCHASED GOODS ARE BEING SHIPPED.  

(f)       Risk of loss or damages to Purchased Goods shall pass to Buyer upon acceptance of Buyer's bid or offer for the Purchased Goods.  Ownership and title to Purchased Goods shall not pass to Buyer unless or until Meadoworks has received full, clear and undisputed payment of the Purchase Price, even in circumstances where the Purchased Goods have been released to Buyer. 

(g)         Buyer shall meet all governmental safety and environmental standards in removing, shipping and using Purchased Goods.  Purchased Goods might contain “hazardous substances,” as that term is defined under federal, state or local environment laws and regulations.  Meadoworks and Seller shall have no duty to remove any hazardous substances that are contained in or are a part of any Purchased Goods. 

(h)       Buyer acknowledges that it is Buyer’s responsibility to provide, and to require all employees to use, appropriate safety devices for Buyer’s use of the Purchased Goods, so as to protect the operator and others from harm, and to comply with all applicable government laws, rules and regulations relating to safety and environmental standards, and all industry safety and environmental standards, related to the operation of Purchased Goods.  Buyer further acknowledges and understands that the use and operation of the Purchased Goods may be inherently dangerous, and it shall be Buyer’s responsibility to provide all the means that may be necessary to effectively protect all employees and others from serious bodily injury, and to cause employees and others to use all appropriate safety devices and proper safe operating procedures. 

(i)       Buyer agrees to comply with all U.S. export control and related laws, and acknowledges that neither Meadoworks nor Seller is the exporter of any Purchased Goods. Certain items offered for sale at the auction may constitute “Restricted Technology.”   Under federal law, such items may not be shipped outside of the United States.  Neither Meadoworks nor Seller makes any representation or warranty concerning, and has conducted no investigation to determine whether, any Purchased Goods qualify as Restricted Technology.  Meadoworks and Seller reserve the right to cancel any sale at any time in the event they determine, in their sole discretion, that the sale does or may violate applicable U.S. export control or similar laws. Buyer acknowledges and agrees that Meadoworks and Seller are (i) not the exporter or involved in any export process and do not consent to the export of any Purchased Goods, (ii) not the U.S. Principal Party in Interest (USPPI) with respect to the export or attempted export of any purchases made by Buyer, and (iii) under no obligation to provide Buyer with Federal Employer Identification numbers (FEIN or EIN), complete (or provide any information necessary for Buyer to complete) any export documentation of any kind whatsoever. 

7. Limitation on Liability.   

(a)       IN NO EVENT SHALL MEADOWORKS OR SELLER BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR ENHANCED DAMAGES, LOST PROFITS OR REVENUES, OR DIMINUTION IN VALUE, ARISING OUT OF, OR RELATING TO, AND/OR IN CONNECTION WITH THESE SALE TERMS OR ANY BREACH OF THESE SALE TERMS, REGARDLESS OF (i) WHETHER SUCH DAMAGES WERE FORESEEABLE, (ii) WHETHER OR NOT SELLER OR MEADOWORKS WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, (iii) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED, AND (iv) THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. 

(b)       TO THE FULL EXTENT ALLOWED BY APPLICABLE LAW, IN NO EVENT SHALL MEADOWORKS’ OR SELLER’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE SALE TERMS OR THE SALE OF ANY LOTS HEREUNDER, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE EXCEED THE TOTAL AMOUNT ACTUALLY RECEIVED AND RETAINED BY MEADOWORKS AND/OR BY SELLER, RESPECTIVELY, IN PAYMENT FOR THE SELLER’S PARTICULAR LOT OR LOTS GIVING RISE TO THE CLAIM OR DEMAND. 

8. Indemnity. To the fullest extent permitted by applicable law, Bidders (which, as defined in paragraph 1 of the Sale Terms, includes Buyers) shall defend, indemnify and hold harmless Meadoworks, Seller, and Seller’s predecessors, and their respective shareholders, members, managers, directors, officers, employees, agents, representatives, affiliates, joint venturers and their respective successors and assigns (collectively, the “Indemnified Party”) from and against any and all liabilities, judgments, claims, actions, settlements, losses, damages, awards, interest, penalties, fines, obligations and expenses of whatever kind, including reasonable attorneys’ fees and expenses, fees and costs of enforcing any right of indemnification under these Sale Terms, and fees and costs of pursuing any insurance providers, relating to, arising out of or resulting from any claim of a third party arising from, by reason of, or occurring in connection with: (a) any personal injury, death, or damage to real or personal property relating to, arising from, or occurring in connection with the acts or omissions of Bidder or Bidder’s employees, representatives, agents, or anyone acting on behalf of Bidder relating to or occurring in connection with activities provided for, relating to, or contemplated by these Sale Terms, including but not limited to Bidder’s inspection, purchase, removal, shipment, possession and operation of the Purchased Goods, unless caused by the Indemnified Party’s sole negligence or intentional misconduct; (b) the negligence, recklessness or intentional misconduct of Bidder or Bidder’s employees, representatives, agents, or anyone acting on behalf of Bidder, unless caused by the Indemnified Party’s sole negligence or intentional misconduct; (c) Bidder’s breach of any term or condition of the Sale Terms; or (d) the falsity of any of Bidder’s representations or warranties in these Sale Terms.  Bidder shall not enter into any settlement without the Indemnified Party’s prior written consent.

9. Confidentiality.  Bidders shall keep confidential any information received from Meadoworks, Seller or derived in any way from engaging in any activity covered by these Sale Terms, including, but not limited to, information relating in any way to Meadoworks, the auctioneer, Sellers, the auction platform or practices, auction sales, pre- and post-auction sales, lots, Purchased Goods, riggers and rigger pricing and shall not use such information other than as necessary to access and use the services as expressly contemplated by these Sale Terms. 

10. Remedies. 

(a)       If Buyer fails to timely pay the Purchase Price for Purchased Goods pursuant to the Sale Terms, Meadoworks or Seller may pursue all remedies available under applicable law.  In addition, Meadoworks and Seller shall have the right to resell the Purchased Goods without notice, and the defaulting Buyer shall be liable to Meadoworks or Seller for any resulting deficiency, including incidental costs incurred in rigging, shipping, storing (at a minimum rate of $2.75/sq. ft. per month) and reselling such Purchased Goods and a handling fee of five percent (5%).  The defaulting Buyer shall be liable for interest on the deficiency at the rate of 1.5% per month or 18% per annum (or at the highest allowable legal rate), and for legal fees, collection costs, and any commissions incurred in such resale.  In addition, in the event of Buyer’s payment default, Meadoworks and/or Seller shall be entitled to the full amount of the Purchase Price and incidental expenses, collection costs, attorneys’ fees, and interest at the above rate, according to their respective interests.  Furthermore, in the event of Buyer’s payment default, Meadoworks shall have the right to scrap or otherwise dispose of the Purchased Goods, and the defaulting Buyer shall be liable to Meadoworks or Seller for the Purchase Price and for the expense of scrapping or disposing of the Purchased Goods and all expenses incidental thereto. 

(b)       If Buyer does not remove an item by the end of the Removal Date, Meadoworks or Seller may pursue all remedies available under applicable law.  In addition, Meadoworks or Seller may, in their sole discretion, either (i) deem the Purchased Goods to have been abandoned by Buyer and have the right to revert title to Meadoworks or Seller as a matter of law, not as a sale, and Buyer will have no further rights with respect to the Purchased Goods; (ii) remove the Purchased Goods from the Facility by arranging rigging, shipping and storage of the Purchased Goods at a secure location (“Removal Expenses”) and charge Buyer for such Removal Expenses; or (iii) scrap or otherwise dispose of the Purchased Goods and the Buyer shall be liable to Meadoworks or Seller for the expense of scrapping or disposing of the Purchased Goods and all expenses incidental thereto (“Scrapping Expenses”).  If Buyer fails to timely reimburse Meadoworks or Seller for Removal Expenses, then Meadoworks or Seller shall have the right to proceed under subsection (i) or (iii) above and, in addition, recover Removal Expenses and Scrapping Expenses from the defaulting Buyer. 

(c)        In the event Buyer fails to fully perform its obligation to pay for or remove Purchased Goods, Meadoworks reserves the right to leave feedback that may be visible to other auction companies and/or the public stating Buyer did not pay for purchased lot(s), did not remove purchased lots in accordance with these Sale Terms, and/or any relevant information as determined at Meadoworks’ sole discretion; Buyer hereby consents to such feedback. 

(d)       Buyer’s sole and exclusive remedy against Seller or Meadoworks, as Seller’s agent, each respectively, for any breach of contract, including any claim for breach of any representation or warranty, is return of the amount of the Purchase Price actually paid and retained by Seller or Meadoworks, respectively, for the Purchased Goods that are the subject of the breach and requires Buyer’s return of the Purchased Goods at Buyer’s expense to Meadoworks or Seller if the Purchased Goods are in Buyer’s possession.

11. Choice of Law; Jurisdiction and Venue; Attorneys’ Fees.   Any dispute arising out of or relating to these Sale Terms, including but not limited to the interpretation of the Sale Terms and/or any and all performances thereunder, whether sounding in contract or in tort, in law or equity, shall be governed by and construed in accordance with the internal laws of the State of Illinois, without regard to conflict of laws provisions.   All Bidders, Buyers, Sellers and Meadoworks hereby irrevocably and unconditionally (a) consent to submit to the jurisdiction of the courts of the State of Illinois and of the United States of America located in Chicago, Illinois for any action, suit or proceeding arising from or relating to  the Sale Terms and/or arising from or relating to a sale of Purchased Goods hereunder (except such actions, suits or proceedings to which Meadoworks is not a party or a necessary party), whether sounding in contract or tort, in law or equity (and all Bidders, Buyers, Sellers and Meadoworks hereby irrevocably and unconditionally agree not to commence any such action, suit or proceeding except in such courts), (b) waive any objection to the laying of venue of any such action, suit or proceeding in any such courts, and (c) waive and agree not to plead or claim that any such action, suit or proceeding brought in any such court has been brought in an inconvenient venue.  In any legal action arising out of or relating to the Sale Terms, and/or any performance thereunder, including post-judgment proceedings and appeals, if Meadoworks or Seller is the prevailing party, Bidder and/or Buyer shall be liable for Meadoworks’ and/or Seller’s reasonable attorneys’ fees and costs. 

12. Force Majeure. Neither Meadoworks nor Sellers shall be responsible for or liable for any failure or delay in their performance of their respective obligations under these Sale Terms arising out of or caused, directly or indirectly, by events or circumstances beyond their reasonable control, including, without limitation, acts of God, earthquakes, fires, floods, wars, civil or military disturbances, acts of terrorism, sabotage, strikes, epidemics, pandemics, riots, power failures, computer failure and any such circumstances beyond their reasonable control as may cause interruption, loss or malfunction of utility, transportation, computer (hardware or software), or telephone communication service, accidents, labor disputes, acts of civil or military authority, governmental actions, or inability to obtain labor, material, equipment or transportation (“Force Majeure”).  If Meadoworks or Sellers are prevented or delayed in performing their respective obligations under these Sale Terms by Force Majeure, they shall provide notice of same to the party to whom performance is due and, if reasonably possible, resume performance within a reasonable time after the end of the Force Majeure.

13.      Severability. If any provision of these Sale Terms shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court of competent jurisdiction finds that any provision of these Sale Terms is invalid or unenforceable, but that by limiting such provision it would become valid or enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.