| Customary Terms of Sale |
INDUSTRIAL RECOVERY SERVICE, INC. and/or its affiliates (collectively "IRS") conduct different types of auctions or sales. Such auctions or sales include, but are not limited to; sales conducted by private negotiation ("Private Sale"), auctions conducted live on any premises ("On-Premises Auction"), auctions conducted live on any premises together with simultaneous web-cast ("On-Premises/Webcast Auction") or auctions conducted on-line only, via any of IRS’ auction websites ("On-line Auction"), which websites include, but are not limited to, the following URLs: www.irsauctions.com, www.lumber4auction.com, www.metalequipmentauctions.com, www.forkliftauctions.com, www.toolingauctions.com and/or www.handlingauctions.com, or any website of an affiliate of IRS (collectively, the "IRS Website"). All persons and/or entities (each a "Participant", collectively "Participants") acknowledge and agree that their attendance, participation, bidding and/or purchasing in any of the aforementioned auction or sale types (collectively the "Auctions”) constitutes their agreement to be legally bound by all of the terms set forth below (the "Customary Terms of Sale"). The term "Participant" or "Participants" may also be referred to hereinafter as "Bidder", "Bidders", "Buyer", "Buyers", "Attendee", "Attendees", "You", and/or "Your". The term "IRS" may also be referred to hereinafter as "Auctioneer". For the purposes of any and all agreements between the parties, whether previously or hereinafter entered into, unless otherwise defined in witting, the term "Auction Lots" shall be defined as any property offered and/or sold by IRS, by Auction, Private Sale or otherwise. The term "Premises" shall be defined as any location in which the Auction Lots are located and any common areas and land adjacent to such location.
| 1. ON-LINE AUCTIONS: The following subparagraphs pertain to all On-line Auctions: |
| A. | REGISTRATION / INDENTIFICATION: For On-line Auctions or sales, all Participants are required to register and create a User Account on the IRS Website. In order to register and create a User Account, each Participant is required to provide their legal company name, first and last name, full address, phone numbers, credit card, email address and other/or information requested by IRS in order to receive a User ID for bidding and/or purchase. | |
| 1) | Any Bidder, participating on behalf of their employer or acting as agent on behalf of a Principal and/or Principals, whether bidding, buying, attending, or otherwise, agree that such actions shall constitute sufficient evidence that such Bidder is authorized to bind such employer and/or Principal. IRS reserves the right to hold any and all individuals bidding personally liable for full payment of all winning bids and any and all obligations incurred in relation to said winning bid, whether incurred on behalf of their employer or Principal or not. | |
| B. | UNDERSTAND THE IRS WEBSITE FUNCTIONALITY: Bidders are a 100% responsible for understanding the IRS Website functionality. Prior to bidding, Bidder represents and warrants to IRS that Bidder has read this "How Do I Bid?" link and fully understands same. Should Bidder need addition instruction on the use of the IRS Website, please contact IRS Support PRIOR TO BIDDING. | |
| C. | AUCTION-SPECIFIC TERMS: Each individual On-line Auction has its’ own auction-specific terms ("Auction-Specific Terms"), which terms are in addition to these Customary Terms of Sale and may include; but not limited to; the Buyer's Premium (defined below), the amount of any applicable sales tax, required payment terms and important notices. | |
| 1) | Prior to participating in any particular On-line Auction, each Bidder is required to register, acknowledge and agree to the Auction Specific Terms, which terms pertain specifically to such Auction, are incorporated herein and made an integral part of these Customary Terms of Sale. | |
| 2) | In the event that the Auction-Specific Terms for a particular On-line Auction contain language that conflicts with language contained in these Customary Terms of Sale, the language in the Auction Specific Terms shall supersede and control. | |
| 3) | Each Buyer acknowledges and agrees that there may be additional terms and conditions pertaining to a particular Auction Lot ("Lot-Specific Terms"), which terms are located in the specifications area of an Auction Lot, are incorporated herein and made an integral part of these Customary Terms of Sale. | |
| D. | CURRENCY: All On-line Auctions are conducted in United States Currency ("USD") only. | |
| E. | BUYER'S PREMIUM: All On-line Auctions have a "Buyer's Premium", which Buyer's Premium is added to the final bid price for each Auction Lot and paid by Buyer. Such Buyer's Premiums vary from 10% to 20%. Each On-line Auction has its own specified Buyer’s Premium amount, which amount is displayed in the following (5) areas: | |
| 1) | On the pop-up Bidder’s Applet, under the "Bidding Area, Specs & Photos" folder link; | |
| 2) | On the pop-up Bidder’s Applet, under the "Essential Info on this Lot” folder link; | |
| 3) | On the left-hand side of each Auction Lotting Page; | |
| 4) | At the top of the "Auction Specific Terms" for each On-line Auction, which terms You must agree to in order to bid; and | |
| 5) | At the bottom of the "Auction Specific Terms" for each On-line Auction where You must check the "I agree" box for each Auction in order to bid. | |
| F. | PAYMENT OF PURCHASES: All successful On-line Auction Bidders agree to make full payment to Industrial Recovery Service, Inc. within (48) hours of the Online Closing Date for the Auction Lot(s) purchased. All payments are to be made by Bank Wire Transfer or Bank Check payable to Industrial Recovery Service, Inc. All payments are to be made in United States Currency ("USD") only. | |
| 1) | IMMEDIATELY AVAILABLE FUNDS: Bidders bids are not subject to financing. Bidder represents and warrants to IRS that such Bidder has IMMEDIATELY AVAILABLE FUNDS to fully pay for its successful bids within (48) hours of the Online Closing Date. | |
| 2) | FRAUDULENT BIDDERS / UNPAID INVOICES: IRS reserves the right, and You acknowledge and agree to its exercise of this right, to notify third parties, including law enforcement authorities, credit bureaus, other auction companies and industry regulators and authorities, about Bidders involved with or connected to fraudulent bidding or the failure to fully pay invoices in accordance with these Customary Terms of Sale. | |
| 3) | LEASING COMPANIES AND THIRD-PARTIES: IRS does not accept payment from leasing companies or third-parties. All payment must be paid by the person and/or entity registered to bid on Auction Lots, whether at a private sale or otherwise. | |
| 4) | BUYER’S DEFAULT/ LEGAL COSTS: In addition to Buyer’s obligation to fully pay all monies due and owing IRS, Buyer shall pay all legal costs and other costs incurred by IRS, which costs are occasioned by Buyer’s default. | |
| G. | CLOSING TIME: Each Auction Lot has its own individual "Closing Time", which Closing Time is the day and time that IRS has scheduled the bidding for such Auction Lot to end. As a courtesy to all Bidders, the Closing Time will extend (5) five minutes if any Bidder places a bid within the last five minutes prior to the Closing Time or any extended Closing Time(s). These five minute extensions will continue until all bidding activity has stopped. At its sole discretion, IRS may change the Closing Time at any time without warning. | |
| 1) | BULK BIDS & INDIVIDUAL BIDS: When (2) or more individual Auction Lots are also simultaneously offered in a single combined Auction Lot ("Bulk Bid"), both the Bulk Bid and Auction Lots subject to such Bulk Bid share the same Closing Time & time extensions. Additional rules for participating in a Bulk Bid and individual Auction Lots subject to a Bulk Bid can be found in the specifications area for such lots. | |
| H. | BIDS ARE NOT RETRACTABLE: Your bids are not retractable for any reason. Your bid is a contract. When the bidding has closed for an On-line Auction Lot and the ending high bid has reached or exceeded such lots’ Reserve Amount, the Bidder with the highest bid is the contracted Buyer and as such has entered into a legally binding contract with Industrial Recovery Service, Inc. to purchase said Auction Lot(s) in accordance with the Auction Specific Terms and these Customary Terms of Sale. | |
| I. | SECURITY DEPOSIT: Prior to being able to participate in an On-line Auction, a Bidder may be required to place a good faith deposit (via bank wire transfer) with IRS to secure such Bidder’s payment of any of its purchases during an On-line Auction (the "Security Deposit"), which deposit shall be no less than 25% of the collective bidding amount that Bidder intends to bid (the "Bidding Limit") for Auction Lots in the On-line Auction. During the On-line Auction, should the Bidder’s purchases exceed the Bidder’s Bidding Limit, the Bidder shall immediately increase its Security Deposit with IRS accordingly. The requirement of any Security Deposit, amount of same and whether a Security Deposit is to be paid to IRS, prior to, during or immediately after an On-line Auction, shall be determined solely by IRS and may vary depending on a seller's contract, value of assets being auctioned or other reasons. Should a Security Deposit be required for an On-line Auction, IRS is hereby authorized to contact a Bidder in order to procure the Security Deposit or the necessary increase of same. | |
| 1) | In the event you are not a successful bidder, IRS may return your Security Deposit to you or, if requested, may retain the deposit if the bidder wishes to continue bidding. | |
| 2) | Any funds, whether a deposit or otherwise, retained by IRS in response to a Buyer’s default will not foreclose IRS from seeking additional remedies at law for payment in full for any outstanding debt and/or other costs resulting from such default. | |
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2. ON-LINE AUCTIONS / PRIVATE SALES / ON-PREMISES AUCTIONS / ON-PREMISES/WEBCAST AUCTIONS: The following subparagraphs pertain to all On-line Auctions, Private Sales, On-Premises Auctions and On-Premises/Webcast Auctions:
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| A. | CONDITIONS OF SALE: All sales are final, on a "AS IS, WHERE IS", "IN PLACE", "WITH ALL FAULTS" BASIS WITHOUT ANY CONDITIONS, REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESSED, IMPLIED, STATUTORY OR OTHERWISE, BY INDUSTRIAL RECOVERY SERVICE, INC. OR ANY OTHER PERSON OR ENTITY. THERE ARE NO EXPRESSED OR IMPLIED REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE ASSETS INCLUDING, WITHOUT LIMITATION, WARRANTIES OR CONDITIONS AS TO TITLE, DESCRIPTION, FITNESS FOR ANY PARTICULAR PURPOSE, QUANTITY, QUALITY, MERCHANTABILITY, STATE, CONDITION, LOCATION OR OTHERWISE. | |
| B. | DESCRIPTION: No sale shall be invalidated and the Auctioneer and IRS, its affiliates, stockholders, directors, officers, employees or agents shall have no liability for misdescription of any article or Auction Lot whether contained in a catalog, advertisement, the IRS Website and/or otherwise. Descriptions and/or photographs of Auction Lots have been prepared for guide purposes only and shall not be relied upon by the Bidder or Buyer for accuracy or completeness. PRIOR TO BIDDING, it is solely your responsibility to physically inspect all Auction Lots to confirm and/or determine the accuracy of descriptions and to rely solely on your own findings relating thereto. | |
| C. | DEFECTS: IRS, its affiliates, stockholders, directors, officers, employees or agents, the Auctioneer and the seller of an Auction Lot, as the case may be, assume no liability for any defects in any auction lots, whether discovered by the successful bidder before or after the Auction. PRIOR TO BIDDING, it is solely your responsibility to physically inspect all Auction Lots to identify any and all defects therein, which defects, whether or not identified, shall not be grounds to rescind, invalidate, avoid and/or adjust payment in full. | |
| D. | INSPECTIONS: You are responsible to PHYSICALLY INSPECT all Auction Lots PRIOR TO BIDDING and during the Inspection Period. Each Bidder and Buyer shall be deemed to have relied entirely upon his or her own physical inspections, inquiries and/or investigations. Each Bidder and Buyer acknowledges and agrees that such Bidder or Buyer has had adequate opportunity to physically inspect, confirm descriptions, identify any defects, and inquire and/or investigate all the Auction Lots upon which such Bidder or Buyer is bidding or attempting to buy. PRIOR TO BIDDING, it is solely your responsibility to physically inspect all Auction Lots to confirm and/or determine, including without limitation, the following: | |
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| E. | RELIANCE: Buyer acknowledges and agrees that BUYER IS RELYING SOLELY ON BUYER’S OWN PHYSICAL INSPECTION of Auction Lots for sale at any Auction in which Buyer is participating and, specifically, that Buyer is not relying on any information, including but not limited to, descriptions, specifications, photos or advice provided to Buyer from IRS or any source, including but not limited to, affiliates of IRS, stockholders, directors, officers, employees or agents, Auctioneer, seller, seller’s employees, previous or current owners of any Auction Lot, manufacturers of any Auction Lot, the IRS Q & A Board, third parties, manufacturer’s warranties, equipment manuals or from any other source whatsoever. | |||||
| F. | CONTROLLERS / SOFTWARE: Certain computer-numerically-controlled ("CNC") machinery, CNC equipment and other Auction Lots may include equipment-specific CNC Controllers, Computers, Programmable Logic Controllers and/or other electronic devices (collectively the "Computerized Equipment”). It is possible that certain Computerized Equipment may require the use and purchase of proprietary software, software licenses, programs, unlock keys, unlock devices, dongles and/or other devices (collectively the "Proprietary Devices & Licenses"). IRS makes no representation or warranty that any Proprietary Devices & Licenses are included with Buyer’s purchase, available to purchase, transferable to Buyer or transferable to Buyer without cost. PRIOR TO BIDDING, Buyer is solely responsible for determining whether or not there are any licensing costs, transfer costs and/or other cost associated with Buyer’s use of any Proprietary Devices & Licenses. Buyer is solely responsible, at Buyer’s sole cost, for procuring any licensing, transfer of license and/or other Auction Lots necessary for Buyer’s use or Buyer’s legal use of any Proprietary Devices & Licenses. | |||||
| G. | MANNER OF OFFERING: Every Auction Lot, without exception, in every IRS Auction is offered WITH RESERVE. The Auctioneer or IRS, as the case may be, also reserves the right not to accept or acknowledge any bid which is merely a fractional advance over the preceding bid and may change required bid increments at any time. The Auctioneer or IRS, as the case may be, reserves the right to group items and/or Auction Lots into a single Auction Lot, make Auction Lots smaller, add to, delete from, and to remove from Auction or sale any of the Auction Lots and/or items listed. Two (2) or more individual Auction Lots may also be simultaneously offered in a single Bulk Bid. The Total bids on individual Auction Lots must exceed the amount bid on a Bulk Bid or all individual Auction Lots designated as part of such Bulk Bid will be sold to the winning bulk Bidder. Additional rules for participating in a Bulk Bid and individual Auction Lots subject to a Bulk Bid can be found in the specifications area for such Auction Lots. | |||||
| H. | SALES: All Auction Lots in an Auction will be offered to the highest Bidder for cash in accordance with these Customary Terms of Sale and any Auction Specific Terms. IRS may also offer and sell Auction Lots without use of an Auction and based upon these Customary Terms of Sale. However, notwithstanding anything herein to the contrary, the Customary Terms of Sale are subject to change without notice at any time, including on the day of Auction or sale or during an Auction, by IRS or the Auctioneer conducting an Auction. In addition, IRS reserves the right to change, without notice, at any time, the IRS Website. It is the responsibility of Bidders, Participants and Attendees to regularly review these Customary Terms of Sale for changes or modifications. IRS shall serve as the Auctioneer for all On-line Auctions and sales and shall select a third party or an employee of IRS to conduct On-Premises Auctions, On-Premises/Webcast Auctions or Private Sales. All Auction Lots will be offered to the highest Bidder in accordance with the bidding process as established and modified from time to time by IRS. The Auctioneer and IRS reserve the right to sell on behalf of third parties or its own account. IRS reserves the right to extend and/or change both the On-Line Closing Date and/or the Closing Time with respect to On-line Auctions and the sale date with respect to On-Premises Auctions or On-Premises/Webcast Auctions. All Auction Lots will be offered subject to prior sale. Should any dispute arise between two or more Bidders or parties, or as to any bid, the Auction Lot in question may, at the discretion of the Auctioneer in the case of On-Premises Auctions, On-Premises/Webcast Auctions and IRS in the case of On-line Auctions, be immediately put up again and re-sold. For On-Premises Auctions or sales, the Auctioneer or IRS, as the case may be, shall regulate all matters relating to the conduct of the Auction or sale and the Auctioneer’s or IRS’ decision, as the case may be, shall be final and binding on all Bidders or parties. For On-line Auctions, IRS shall regulate all matters relating to the conduct of the Auction or sale and the decision of IRS shall be final and binding on all Bidders. The Auctioneer or IRS, as the case may be, reserves the right to refuse any unregistered Bidder or party the privilege of bidding or participating in an Auction or sale and may revoke such privilege at any time. IRS reserves the right to revoke any Bidder’s privileges for any reason. With respect to registered Bidders or parties, if the Auctioneer or IRS, as the case may be, determines in his or its discretion that a Bidder or party is disrupting or interfering with an Auction or sale or is not present at an Auction or sale for a legitimate business reason, the Auctioneer and IRS reserves the right to refuse such Bidder or party the privilege of bidding and participating in the Auction or sale and may require the Bidder or party to leave the Premises at which the Auction or sale is taking place or discontinue service to such Bidder in the case of On-line Auctions. By using the IRS Website, a person warrants to IRS that he or she is at least 18 years of age and possess the legal authority to use the IRS Website and participate in On-line Auctions, or linked to, the IRS Website, including the purchase of Auction Lots and other services (collectively the "Services") that are or may be listed on such site, in accordance with these Customary Terms of Sale. A person using the IRS Website further warrants that he or she has full legal authority to enter into binding agreements for the purchase of goods and services. In addition, such person agrees to be financially responsible for all of his or her use of the Services, as well as for the use of such person’s account by others, including without limitation minors living with such person. Further, such person warrants that all information supplied by him or her or members of their household in using the Services, including, without limitation, that their name, street address, and telephone number, is true, correct and accurate. Failure to provide accurate information may subject such a person to civil or criminal penalties. A person using the Services understands and agrees that such person will be completely responsible for all charges, fees, duties, taxes, Sales Tax, Use Tax and assessments arising out of the use of the Services. IRS makes no claims and cannot determine whether an Auction Lot can be legally purchased or sold within the jurisdiction of a Bidder or Buyer. As such, use of the Services is at such person’s own risk and IRS disclaims any liability with regard to the Services and any actions resulting from such party’s or any other party's participation in the Services. | |||||
| I. | NO UNLAWFUL OR PROHIBITED USE: By the use of the IRS Website, a Bidder, Buyer or other party (a "User") agrees that it shall not use such site for any purpose that is unlawful or prohibited by these Customary Terms of Sale. Each User agrees not to use the IRS Website in any manner that could damage, disable, overburden or impair the IRS Website or interfere with any other User’s use and enjoyment of the IRS Website. | |||||
| J. | RIGHT TO CANCEL SALE: IRS or the Auctioneer, as the case may be, shall have the right to cancel and/or postpone a complete Auction or sale of certain Auction Lot(s), should IRS determine, in its sole discretion, that: | |||||
| 1) | Access to the Premises has become encumbered, impractical and/or problematic; and/or | |||||
| 2) | Judgment liens, mechanics liens, landlord’s liens, court orders, legal proceedings and/or issues that IRS deems problematic have arose, which issues may affect the legal and/or proper transfer of title to the Auction Lot(s); and/or | |||||
| 3) | Other issues that IRS deems problematic have arose. | |||||
| Should IRS cancel a complete Auction or sale of certain Auction Lot(s) and/or item(s), IRS, its affiliates, stockholders, directors, officers, employees or agents, the Auctioneer, as the case may be, shall not, in any event, be liable to any Buyer of any Auction Lot and/or items, other than for the return to the Buyer of the deposit or sum paid IRS for such Auction Lot(s) and/or item(s), if any, that the Buyer may be due. IRS expressly disclaims any and all liability related to expectation damages suffered or alleged by anyone involved in an IRS Auction, whether or not IRS knew of such expectation before, during or after the Auction at issue. | ||||||
| K. | OWNERSHIP AND RISK OF LOSS: Title to, and the risk of loss of, any Auction Lot passes to the Buyer at the time the invoice for such Auction Lot has been paid to IRS in full. The Buyer will thereafter assume the risk of any damage including, but not limited to, theft, flood, fire, vandalism and/or any other loss and/or damage with respect to the Auction Lot including supervening forces such as natural disasters. | |||||
| L. | ASSUMPTION OF RISK: Buyers, Bidders, Participants and Attendees acknowledge and understand that they are using the Services provided by, or through, IRS at their own risk. Persons involved with or attending an Auction or sale, whether as a Bidder or otherwise, or removing Auction Lots, whether as Buyer or otherwise, assume all risks of damage to or loss of property or injury to persons, and specifically release and indemnify IRS and the Auctioneer from liability therefore. IRS in no way warrants the condition and/or safety of any premises where Auction Lots may be located. | |||||
| M. | INDEMNIFICATION: Each of IRS, its affiliates, stockholders, directors, officers, employees, agents, the Auctioneer and a seller of an Auction Lot (hereinafter, "IRS”) shall not be liable by reason of any defect in, or condition of, the Premises in which the Auction Lots are Located. The Buyer shall defend and indemnify and hold IRS and seller harmless from and against all claims and liabilities, including personal injury or death, relating to the condition of, removal of, or use of the Auction Lots purchased or failure of the Buyer or a third party to follow instructions, warnings or recommendations of the manufacturer of an Auction Lot, or to comply with federal, state and local laws applicable to such articles, including OSHA requirements, and Environmental Protection Agency requirements, or for proximate or consequential damages, costs or legal expenses arising therefrom. Further, the Buyer assumes and agrees to indemnify, defend and hold harmless IRS and seller for any future claim(s) pertaining to the fitness, merchantability, and suitability for a particular purpose, or use of an Auction Lot or item as purchased. Also, the Buyer expressly waives any claim in respect to any possible future use of an Auction Lot purchased for any purpose(s). Further, the Buyer assumes and agrees to indemnify, defend and hold harmless IRS and seller for any damage caused to any property in the removal and inspection of any Auction Lot(s) including, but not limited to, damage to physical structures and buildings and/or personal injury and/or death. IRS makes no representation or warranty that the IRS Website will be available on a timely basis, or will be uninterrupted or error free. In no event shall IRS be liable for any damages, including without limitation any direct, indirect, incidental, special or consequential damages, arising out of the use of or inability to use the IRS Website or any linked or associated pages. | |||||
| N. | SAFETY DEVICES: IRS and the Auctioneer make no representation or warranty whatsoever that the Auction Lots sold comply with OSHA standards, ANSI safety requirements, or any other industry or applicable safety standards. It is the Buyer’s responsibility that Auction Lots purchased be equipped and safeguarded to meet any applicable safety standards before placing such Auction Lots into operation. The Buyer assumes all responsibility and shall indemnify IRS and the Auctioneer against any claims, actions or liabilities arising out of or relating to any failure of the Auction Lots sold hereunder to comply with such standards. | |||||
| O. | INDEPENDENT CONTRACTOR: IRS and the Auctioneer, as the case may be, is acting as an independent contractor for the seller only and is not responsible for the seller’s acts and/or omissions. | |||||
| P. | SALES TAX: Sales tax where applicable, applies to all sales unless the Buyer, in the sole determination of Auctioneer, provides Auctioneer with proper sales tax exemption documents. | |||||
| 1) | SALES TAX EXEMPTION DOCUMENTS: All Bidders acknowledge and agree that, Auctioneer does not provide any legal advice and/or tax advice. Bidders should rely solely on Bidder’s own research, advice of Buyer’s legal counsel and/or Buyer’s accountants regarding applicable laws and regulations pertaining to Buyer’s eligibility to claim an exemption from sales tax and/or use tax and Bidder’s use of exemption documents for same. | |||||
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| 2) | CANADIAN TAXES: All Buyers located in the USA, Canada or anywhere in the world and purchasing assets from a Canadian location acknowledge and agree that they will pay the Canadian 5% Goods & Service Tax "GST" and the applicable Provincial Tax "PST" or Quebec Sales Tax "QST"; or the applicable Harmonized Sales Tax "HST". These taxes shall be added to your invoice. There will be no exceptions or exemptions for any reason. All sales from Canada will be taxed as follows: | |||||
| Quebec | 14.975% | (GST 5% plus QST 9.975%) | |
| British Columbia | 12% | (GST 5% plus PST 7%) | |
| Saskatchewan | 10% | (GST 5% plus PST 5%) | |
| Manitoba | 13% | (GST 5% plus PST 8%) | |
| Alberta | 5% | (GST 5% only) | |
| Ontario | 13% | (HST 13% Harmonized) | |
| Prince Edward Island | 15% | (HST 15% Harmonized) | |
| New Brunswick | 15% | (HST 15% Harmonized) | |
| Newfoundland and Labrador | 15% | (HST 15% Harmonized) | |
| Nova Scotia | 15% | (HST 10% and GST 5%) |
| 3) | CANADIAN TAX REFUNDS: Buyers located in the USA and other countries may receive a refund from the Canadian taxing authorities on the GST, PST, QST or HST by submitting the appropriate documentation and forms directly to the Canadian taxing authorities. Such forms shall be available with your paid receipt from IRS. IRS will not provide or be responsible for any refunds. Please don’t ask. Your refunds must come directly from the Canadian taxing authorities. GST #810268557RT0001 QST #1214256513 |
| Q. | FAILURE TO REMOVE AUCTION LOTS: Buyers DO NOT HAVE THE RIGHT OF ABANDONMENT. Should a Buyer fail to remove Buyer’s purchased Auction Lots (in entirety) from the Premises by the Removal Deadline ("Removal Default"), such Buyer will be in default of its obligations to IRS. In the event of a Removal Default: | |
| 1) | Buyer shall pay all legal costs and other costs incurred by IRS, which costs are occasioned by Buyer’s Removal Default; | |
| 2) | All amounts paid by the Buyer shall be retained by IRS, and Buyer shall not be entitled to a refund of any deposits and other amounts paid by Buyer with respect to the Auction Lots; | |
| 3) | Buyer shall be responsible for, and shall indemnify IRS, and the seller against, any damage, theft, bank repossession or other losses or damages resulting from Buyer’s Removal Default; | |
| 4) | IRS, the seller and/or the Auctioneer shall have the option (not the obligation) of removing and storing the Auction Lots at the expense and risk of the Buyer or reselling such Auction Lots without notice at public sale or otherwise disposing of the Auction Lots at the risk and expense of the Buyer, all of which, shall eliminate the rights of the Buyer in any Auction Lots purchased; and | |
| Should IRS and/or the seller exercise any or all of its rights and/or options contained in the foregoing Paragraphs 2. Q., 1), 2), 3) and 4), the exercise of such rights and/or options will not eliminate Buyer’s obligation to remove all Buyer’s purchased Auction Lots from the Premises and to pay all costs associated with such removal, nor shall IRS’s exercise of such rights and/or options eliminate Buyer’s liabilities associated with the Removal Default and/or its breach of these Customary Terms of Sale. | ||
| R. | TRANSPORTATION OF AUCTION LOTS: IRS does not pay for, provide and/or coordinate transportation for Buyer’s purchased Auction Lots. Buyers are 100% responsible, at Buyer’s sole cost, to coordinate and provide appropriate and safe transportation (the "Buyer’s Supplied Vehicles") for Buyer’s purchased Auction Lots. Although Buyers are 100% responsible for the Buyer’s Supplied Vehicles, IRS reserves the right to refuse or stop the loading of any of Buyer’s Supplied Vehicles, in IRS’s sole discretion, that do not seem appropriate and/or safe for the loading and/or transportation of Buyer’s purchased Auction Lots. | |
| 1) | TARPING & SECURING AUCTION LOTS: IRS does not tarp and/or secure Buyer’s purchased Auction Lots onto the Buyer’s Supplied Vehicles. Buyer is 100% responsible for making certain that Buyer or Buyer’s contracted carrier properly secures and tarps Buyer’s purchased Auction Lots, prior to leaving the Premises. | |
| S. | CONNECTIVITY AND/OR SYSTEM FAILURE: Should IRS determine, in its sole discretion, that Internet connectivity to our servers has been compromised, that a system failure and/or power outage has occurred and/or that a substantial geographical area has lost power and/or connectivity to the Internet, IRS may extend, reopen and/or reschedule an Auction Lot’s Closing Time to a time when IRS believes that forgoing problems have been resolved. | |
| T. | INTELLECTUAL PROPERTY: All content included on the Industrial Recovery Services, Inc. ("IRS") Web Site, such as appearance, design, text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, and software, is the property of IRS and protected by United States and international copyright laws. All software used on this site is the property of IRS or BK Solutions of York, LLC, its software supplier, and protected by United States and international copyright laws. All persons attending or participating (whether as Bidder or Consignor) in an auction or sale, whether (i) on the Premises, (ii) on the IRS Web Site or content pages, (iii) on the IRS Web Site or content pages of an affiliate of IRS or (iv) otherwise, acknowledge and agree not to, directly or indirectly, (i) infringe upon any such intellectual property rights or (ii) create or attempt to create, by disassembling, reverse engineering or otherwise, the source program, software, programming, appearance, layout, content, or functionality of the IRS Website. | |
| U. | RESERVE: All IRS Auctions are WITH RESERVE. Every Auction Lot, without exception, in every IRS Auction is offered WITH RESERVE. IRS, Auctioneer, assignees and/or their agents, reserve the right to reject any and all bids or offers and the right to withdraw any Auction Lots and/or components thereof from the Auction for any reason, at any time, whatsoever. On Auction Lots upon which there is a reserve, IRS, consignors, employees, assignees, the Auctioneer, and/or any affiliated person or entity, and/or their agents reserve the right to bid on behalf of the seller. IRS, consignors, employees, assignees, the Auctioneer or any affiliated person or entity, and/or their agents, reserve the right to consign Auction Lots to an Auction or sale and to participate as a Bidder or Buyer. On Auction Lots upon which there is a reserve, IRS, consignors, employees, assignees, the Auctioneer or any affiliated person or entity and/or their agents may bid for their own account at any Auction or sale and may have information not otherwise available to the public regarding reserves, values or other material facts relating to the Auction Lots which are the subject of the Auction or sale. | |
| V. | CHOICE OF LAW: These Customary Terms of Sale and all Auction-Specific Terms and any disputes relating thereto or any dispute among IRS, an Auctioneer, a Buyer, a Bidder, User, or an attendee at an Auction or sale shall be governed by the laws of the Commonwealth of Pennsylvania without giving any effect to any principles of conflicts of law. A Buyer, Bidder, User, participant or an attendee at an auction or sale hereby (i) consents to the exclusive jurisdiction and venue of the United States District Court for the Middle District of Pennsylvania, or in the event that court lacks jurisdiction to hear a claim, in the Court of Common Pleas for York County, Pennsylvania and (ii) agrees that it will not institute legal actions against IRS, its officers, employees, or an Auctioneer in any other court or administrative body, without the express written permission of IRS and that if this provision is violated by such party, then such party shall be liable for all legal fees and expenses incurred by IRS in removing the case to another court or administrative body. Use of the IRS Website is unauthorized in any jurisdiction that does not give effect to all the provisions of these Customary Terms of Sale. If any part of these Customary Terms of Sale is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimer and liability provisions, set forth herein, then the invalid and unenforceable provisions will be deemed superseded by a valid, enforceable provision that most closely matches such provision. | |
| W. | INTEGRATION OF AGREEMENT: The Auction-Specific Terms and the Customary Terms of Sale contain the entire agreement between the parties relating to the rights granted and obligations assumed. It correctly sets forth the rights, duties, and obligations of each party to date. Any prior agreements, promises, negotiations, or representations not expressly set forth in the Auction-Specific Terms and/or these Customary Terms of Sale, or other written agreements between the parties are invalid and unenforceable. Any oral representations or modifications concerning Your and IRS’s course of performance, course of dealing and/or usage of trade shall be of no force or effect except for subsequent modification in writing. | |
| X. | ADVERTISERS / THIRD PARTY LINKS: IRS expressly disclaims liability for any and all warranties, representations and/or breaches thereof, made by any other company’s advertisement and/or link connected to or located on the IRS Website. The presence of such advertisements and/or links on the IRS Website in no way indicates that IRS endorses or recommends the goods or services being advertised. | |
| Y. | WAIVER OF TRIAL BY JURY: Buyer knowingly, willingly, voluntarily, and irrevocably waives any and all right to trial by jury in any legal proceeding arising out of, and/or relating to, these terms and/or the transactions contemplated herein. | |
| 3. ON-PREMISES AUCTIONS / ON-PREMISES/WEBCAST AUCTIONS: On-Premises Auctions and On-Premises/Webcast Auctions (collectively, "Live Auction") each has its’ own specific terms ("Live Sale Terms"), which terms are in addition to these Customary Terms of Sale and provided to each Bidder at the time of registration for a Live Auction. In the event that the Live Sale Terms for a particular Live Auction contain language that conflicts with language contained in these Customary Terms of Sale, the conflicting language in such Live Sale Terms shall supersede and control. |
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