4. Representations and Warranties . As a Seller, you represent and warrant that you have the legal right and/or authority to sell the Equipment and that you are accurately representing and fully disclosing the condition of the equipment to be sold on the auction. 5. Encumbrances . As a Seller, you authorize any secured creditor to release to the Companies any requested information regarding liens, loans or security agreements on items financed or held as collateral. 6. Titles . Before any Equipment subject to a certificate of title will be listed on the Auction, you agree to deliver to the Companies the endorsed and transferrable Department of Motor Vehicle Title, Manufacture’s Certificate of Origin and any other documents required to transfer title of the Equipment to any Buyer. Prior to delivery, you will endorse titles and documents by your signature or power of attorney, as required, so that the Buyer may properly register and license the Equipment sold. 7. Release of Item(s); . You shall not release any Equipment to the Buyer unless you are presented with the Companies’ invoice marked “PAID IN FULL” by the Buyer or the Buyer’s agent. Once presented with an invoice marked “PAID IN FULL,” you must release the Equipment to the Buyer. 8. Collapsed Sale . A “Collapsed Sale” shall be a sale that for any reason becomes null and void. You acknowledge that the Companies reserve the right to collapse any sale between you and the Buyer for any reason and may return any or all funds to the Buyer. 9. Service Fees . You agree to pay the Companies a Service Fee of __________ on Gross Merchandise Sale Value (GMV) or closing auction sale price as indicated below. 10. Liquidated Damages. You and the Companies acknowledge and agree that should you: (i) engage in shill bidding in breach of Section 3; (ii) withdraw the Equipment from the Auction in breach of this Agreement; (iii) breach any of your representations and warranties under Section 4; (iv) provide false or misleading information regarding the Equipment; or (v) fail to release the Equipment to a winning Buyer as required under this Agreement, the damages which the Companies might suffer are not reasonably ascertainable because of their indefiniteness or uncertainty. As such, you shall pay liquidated damages to the Companies in the amount of 25% of the gross selling price of the Equipment that is sold or, if no Equipment is sold, then 25% of the estimated value of the Equipment that was to be sold. 11. Miscellaneous . a. Jurisdiction and Venue. The Agreement shall be binding and effective when signed by an authorized representative of the Companies, shall be deemed to have been entered into in Nebraska, and shall be governed and construed in accordance with the laws of State of Nebraska, without regard to its conflict of law provisions. You knowingly and voluntarily consent and submit to the exclusive jurisdiction of the courts of the State of Nebraska for the purposes of adjudicating all rights and liabilities of the Parties pursuant to the Agreement. b. No Oral Modification. The Agreement may not be modified or discharged orally, but only by an agreement in writing signed by the Party against whom enforcement of any waiver, modification or discharge is sought. 12. Indemnity . You hereby agree to indemnify, defend and hold the Companies, its subsidiaries and its affiliates, and each of their respective directors, officers, employees, agents, members, parents, successors, assigns, and predecessors (the “Indemnified Parties”) harmless from and against any and all claims, causes of action, demands, liabilities, losses, damages, judgments, penalties, and expenses and charges of any kind and nature, including interest, reasonable attorney fees and other costs (collectively “Liabilities”) arising out of, resulting from, or based upon the following: (i) your breach of any provision, warranty, covenant, or representation contained in the Agreement, (ii) deficiencies in the provision of documents required for the purpose of titling or registering any part of the Equipment by any Buyer thereof, (iii) Encumbrances against or defects in title to, or taxes or customs duties payable in respect of, the Equipment or any part thereof, (x) any death, bodily injury or property damage occurring or alleged to have occurred as a result of inspections and showings to potential buyers and the Companies.
Notes:
Representation: Seller will allow the Companies to use Seller’s name as it appears above and phone number in all advertising by the Companies or on its behalf. I have read, understand and agree to the Companies’ Terms & Conditions. I acknowledge my request to list the Equipment with the Companies is in accordance with the Companies’ Terms & Conditions and all applicable laws. This Agreement may be executed in counterparts and transmitted by facsimile machine, telecopier, electronic mail, or PDF, each of which shall be deemed to be an original of the Agreement.
Seller:________________________________________________ Date: _________________________ Printed Name of Legal Seller (as listed on page 1)
By: __________________________________________________ By: _____________________________________________________ Signature of Owner / Representative Signature of Co – Owner (if applicable)
Name : _______________________________________________________ Name: _________________________________________________________ Printed Name of Signer Printed Name of Co – Owner (if applicable) Title of Signer: _________________________________________
Sales Rep: ____________________________________________ Sales Rep: _________________________________________________ Print Name Signature
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Rev 01_2021e
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