Auction Terms & Conditions
All announcements made the day of sale take precedence over any prior written information, these Terms and Conditions, or any verbal information that may have previously been provided. All information contained on the AuctionAdvisors website or in any advertisements, in any oral communications, in any material provided to buyer by Auctioneer, or in announcements made the day of sale was obtained from sources believed to be accurate. However, no warranty or guarantee, expressed or implied, is intended or made. Neither AUCTIONADVISORS, LLC., REALTYSOUTH NORTHWEST (the real estate broker of record with respect to this sale) nor their respective affiliates, agents or representatives (collectively, “Broker/Auctioneer”), nor the Seller make or have made any representation or warranty with respect to the accuracy, correctness, or completeness of the information provided to any Bidder regarding the Property, the contents or meaning of such information, or the valuation of the Property. Each Bidder must independently investigate and confirm any information or assumptions on which such Bidder’s bid(s) are based. Any decision to purchase or not to purchase the Property is the sole and independent business decision of the Bidder. Neither Broker/Auctioneer, nor Seller shall be liable for any errors or incorrect information, and Bidder hereby agrees that it waives all claims and has no recourse or cause of action of any nature against Broker/Auctioneer, or Seller (or any of their respective agents) arising from any information provided to Buyer OR relating in any way to the “As Is, Where Is” status of this sale. The Property is offered for sale to qualified purchasers without regard to race, color, religion, sex, sexual orientation, marital status or national origin.
All online auction participants (“Bidder(s)”) are required to register by giving their full name, address, and phone number, and to have read the Contract of Sale and these Terms and Conditions prior to bidding. All Bidders have also inspected the Property and have reviewed and/or had your attorney review these Terms and Conditions and the Form of Contract of Sale. The undersigned Bidder hereby acknowledges and agrees that it has done so. The undersigned is being allowed to participate at auction in reliance on the foregoing acknowledgements and agreements. All Bidders must agree to comply with the obligations set forth herein by executing these Terms & Conditions and submitting them to the Broker/Auctioneer oklein@AuctionAdvisors.com no later than 2 hours prior to the start of the auction.
In the event you as a Bidder submit a bid that is the high bid at auction, you as Bidder (and after the Contract of Sale is executed, the “Buyer”) shall be required to promptly sign a completed Contract of Sale, a form of which has been previously made available to you and will be sent to you immediately after the auction and return these forms to the Broker/Auctioneer (defined below) by fax or email for countersigning by Seller. These Terms and Conditions shall be incorporated into the Contract of Sale and made a part thereof.
In order to participate at the auction you are required to make a non-refundable deposit in an amount equal to ten (10%) percent of the Purchase Price under the Contract (the “Purchase Price”) no later than 2:00 PM ET on the first business day after the auction (“Deposit Due Date”). TIME IS OF THE ESSENCE WITH RESPECT TO THE DEPOSIT DUE DATE AND ALL DATES CONTAINED HEREIN. Bidder acknowledges and agrees that in the event of Buyer default, such deposit (the “Deposit”) shall be non-refundable and shall be applied to partially cover damages in the event you are in breach of the Contract of Sale. In the event of Seller default, such Deposit shall be promptly refunded to you. The Deposit will be held by AuctionAdvisors in a non-interest bearing escrow account (the holder of the Deposit, the “Escrow Agent”). If Bidder fails to deposit with the Escrow Agent a total Deposit equal to 10% of the Purchase Price within the above-referenced time frame or otherwise default under the Contract of Sale, Seller shall be entitled to an amount equal to the Deposit (in whole or partial settlement of its claims and among/together with other available remedies) in accordance with the remedies set forth herein and the escrow agent holding such Deposit shall accordingly be duly authorized to release the money from escrow to Seller. In the event a closing is set by Seller pursuant to the Contract of Sale and Buyer fails to close thereunder or Seller delivers a notice of default but the Buyer objects in writing to the transfer of the Deposit to Seller, the Buyer shall have the right to commence an action to have the Escrow Agent submit the Deposit to a court of competent jurisdiction. In the event Buyer fails to bring such action (and duly serve the escrow agent) within thirty (30) days after the date set for closing or the date of delivery of the default notice), the Escrow Agent is hereby authorized and instructed to release the Deposit to Seller.
A Buyer’s premium (“BP”) of ten percent (10%) will be added to the amount of successful Bidder’s high bid at auction. The total Purchase Price included in the Contract of Sale shall therefore be 10% higher than the amount actually bid at auction by the successful Bidder. Bidder hereby expressly agrees that it will take all action necessary to ensure that at closing of a sale of the Property where it or any affiliate is the purchaser, Broker/Auctioneer will receive a commission.
AS IS/WHERE IS SALE NO WARRANTY:
Except as expressly provided in these Terms and Conditions, the Property is being sold by Seller in “AS IS, WHERE IS” condition, without warranty of any nature, either express or implied, including, but not limited to, the nature and/or condition of the Property, its acreage and usage, and zoning. The Property and its sale is subject to all conditions, easements, agreements, covenants of record, and other restrictions, if any.
CLOSING; TITLE; TAXES AND CHARGES:
Seller shall deliver Seller will convey title by Special Warranty Deed, insurable with a title insurance company of national repute, subject to the usual and customary exceptions set forth in a title insurance commitment for the Property. Buyer shall be responsible for the payment of all title insurance premiums payable to that company serving as title agent in connection with this transaction. At closing Seller shall convey the Property free and clear of any monetary liens and/or monetary encumbrances. Prior to auction, Bidder should determine the existence of any encumbrances. No buildings department or other municipal violation shall be deemed to be a monetary encumbrance, unless the municipality has filed a lien in connection with the corrections thereof. Closing on the real estate shall take place on August 16, 2017 or as otherwise agreed by the parties in the county where the Property is located (the “Closing” or “Closing Date”). TIME IS OF THE ESSENCE WITH RESPECT TO THE CLOSING DATE BEING ON such date or any mutually agreed extensions thereof. All expenses associated with the Property such as Property taxes and water charges shall be adjusted as of the Closing Date. Ad valorem and similar taxes assessed against the Property shall be prorated between Seller and Buyer at the time of Closing on the basis of a 365-day calendar year. Prorations shall be based upon current year’s taxes and assessments, if available, or upon figures for the last preceding year and all proration shall be final as of Closing. Any then due but unpaid special assessments, special improvement district or taxing district levies, shall be prorated in the same manner as ad valorem taxes. At the Closing, any other expenses or charges due on the deed of conveyance or payable in connection with the closing (including without limitation, the payment of any documentary stamps and transfer taxes, mansion tax) shall be paid by the Buyer at Closing.
CANCELLATION OR WITHDRAWAL FROM SALE:
Broker/Auctioneer has the right to reject any bid or raise which, in its opinion, is not commensurate with the value of the offering or otherwise determine the bidding increments. In the event of any dispute between Bidders, Broker/Auctioneer may determine the successful Bidder or re-offer and re-sell the Property in dispute. Should there be any dispute after the sale, Broker/Auctioneer’s record of final sale shall be conclusive.
LIABILITY OF AUCTIONEER:
Broker/Auctioneer is not the Seller of the Property. Broker/Auctioneer is an independent contractor that has been retained by the Seller to assist in the sale of the Property by auction. All claims of any nature that a Bidder has, if any, are solely against the Seller, other than claims directly occurring as the result of the willful misconduct or gross negligence of Broker/Auctioneer. Bidder agrees that Broker/Auctioneer and the Escrow Agent shall not be responsible or liable in any way hereby release them from and indemnify them against (to the greatest extent permitted by law) any and all claims of any nature relating to the Property, the condition of the Property, the Seller’s inability or refusal to comply with the provisions of any information, these Terms and Conditions, or the Contract of Sale and any other claims or damages that may be a result of Broker/Auctioneer’s engagement by seller and the sale and marketing of this Property. In the event of any dispute with Auctioneer/Broker where Broker/Auctioneer is the substantially prevailing party as to such claim, then in that event Broker/Auctioneer shall be entitled to recover from the Bidder the full amount of the attorneys’ fees Broker/Auctioneer incurs in connection with the claim.
If Bidder fails to execute the Contract of Sale at the amount bid at auction, fail to complete settlement as provided herein or defaults in any manner under these Terms and Conditions, Bidder shall be responsible to Seller for the damages set forth below as liquidated damages (and not as a penalty) as Seller’s sole remedy. Further, if Bidder fails to execute the Contract of Sale at the amount bid at auction, fail to complete settlement as provided herein or defaults in any manner under these Terms and Conditions, the Seller, in addition to retaining the Deposit and being entitled to collect liquidated damages (and any interest and cost of collection with respect thereto) may undertake any and all legal and equitable actions, including without limitation, a suit for specific performance. At no time after a default by Bidder shall Seller be restricted from selling the Property in any manner it deems appropriate. Seller shall also be entitled to recover from Bidder all attorneys’ fees and cost of litigation (including expert fees) incurred in connection with any claim between Bidder and Seller where Seller is the substantially prevailing party. Seller and Buyer agree that upon a default of Buyer, the damages that would be sustained by Seller will be uncertain and not readily ascertainable. Therefore, Buyer hereby acknowledges and agrees that for the purposes of any damage calculation, fair and accurate measure of damages shall be 10% of the amount of Buyer’s highest bid at auction. In addition to any damages owed to Seller, failure to execute a Contract of Sale after submitting a successful bid at auction, or failure to close as required by a validly executed Contract of Sale shall result in your being liable to Broker/Auctioneer for an amount equal to the Buyers Premium plus all of Broker/Auctioneer’s out of pocket fees associated with the auction, as liquidated damages (such amount also being a fair and accurate measure of actual damages).
If Seller is in default hereunder for failure to comply with any one or more of the material terms or conditions of this Contract and such failure continues for more than thirty (30) business days after receipt of written notice and opportunity to cure, Buyer’s sole remedy shall be limited to either: (i) terminate this Contract by written notice delivered to Seller on or before the Closing, in which event Buyer shall be entitled to full return of the Deposit only; or (ii) waive such defaults and proceed to Closing if Seller is able and willing to Close;. Buyer hereby knowingly waives any and all right to institute any action, claim or suit for damages against Seller with respect to any default by Seller hereunder.
The respective rights and obligations of the parties with respect to the Terms and Conditions of Sale, the Contract of Sale, and the conduct of the auction shall be governed and interpreted by the laws of the State of Alabama (without regard to principles of conflicts of laws).
RISK OF LOSS:
Seller assumes all risks and liability for damage to or injury occurring to the Property by fire, storm, accident, or any other casualty or cause until the Closing has been consummated. If the Property, or any part thereof, suffers any damage in excess of 10% of the Purchase Price prior to the Closing from fire or other casualty, which Seller, at its sole option, does not elect to repair, Buyer may either at or prior to Closing (a) terminate this Contract, or (b) consummate the Closing, in which latter event all of Seller’s right, title, and interest in and to the proceeds of any insurance covering such damage to the extent the amount of such insurance does not exceed the Purchase Price, shall be assigned to Buyer at Closing. If the Property, or any part thereof, suffers any damage less than 10% of the Purchase Price prior to the Closing, Buyer agrees that it will consummate the Closing and accept the assignment of the proceeds of any insurance covering such damage plus an amount equal to Seller’s deductible under its insurance policy and there shall be no reduction in the Purchase Price.
REPORTING OF FOREIGN INVESTMENT:
Buyer agrees to comply with any and all reporting requirements applicable to the transaction which is the subject of this Contract of Sale which are set forth in any law, statute, ordinance, rule, regulation, order or determination of any governmental authority and further agrees upon request of Seller to furnish Seller with evidence of such compliance.
These Terms and Conditions, are hereby incorporated into the Contract of Sale. The person signing these Terms and Conditions and the Contract of Sale individually represents that, if he/she is acting on behalf of an entity, that he/she is fully and validly authorized to act on behalf of the entity and that the entity is financially capable of fulfilling the Terms and Conditions and the Contract of Sale. The Terms and Conditions and the Contract of Sale may be assigned to an affiliated entity at closing; provided, however, until the closing you shall remain responsible for the terms and conditions agreed to herein. Broker/Auctioneer is hereby explicitly named as a third-party beneficiary hereunder, subject to Seller’s rights under this Agreement. All notices required by the Contract of Sale or these Terms and Conditions, shall be sent to the address specified for each party on the front part of the Contract and delivered by certified U.S. mail or by a national overnight delivery service.
Sebae Data Solutions, Inc.
SERVICE TERMS AND CONDITIONS
ACCEPTANCE OF TERMS
Sebae Data Solutions, (the makers of Auction Flex & HiBid (formerly Bidopia) hereafter referred to as "Sebae"), provides its service to you, subject to the following Terms & Conditions ("TAC"), which we may update from time to time without notice to you. The most current version of the TAC can be found found at any time by visiting the link: http://www.auctionflex.com/showtandc.ap
USE AND REGISTRATION
Our services are available only to, and may only be used by individuals who can form legally binding contracts under applicable law. Without limiting the foregoing, our services are not available to children (persons under the age of 18) or to temporarily or indefinitely suspended members. If you are under the age of 18, you can use this service only in conjunction with, and under the supervision of your parents or guardians. If you do not qualify, please do not use our service. If you are registering as a business entity, you represent that you have the authority to bind the entity to the TAC.
In consideration of your use of the Service, you agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the Service's registration form (such information being the "Bidder Information") and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or Sebae has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Sebae has the right to suspend or terminate your account and refuse any and all current or future use of the Service (or any portion thereof).
DESCRIPTIONS OF SERVICE
Sebae provides the following services under the Auction Flex & HiBid trademarks: Integrated Web Service (for auctioneers), internet bidding (absentee, online-only, & webcast). You can learn more about these services in the following sections.
HIBID INTERNET AUCTION PLATFORM & WEB SERVICE DESCRIPTION
Sebae provides the HiBid (formerly Bidopia) Internet Auction Platform & Web Service ("HWS") under the HiBid trademark as a software solution for auctioneers wishing to extend the audience of their live auctions to the internet. The HWS provides various features including internet absentee bidding, internet-only auctions, and webcast auctions.
The HWS is able to changes its appearance to coincide with the website that it is powering. Accordingly, the HWS powers the www.hibid.com website as well as numerous Auction Flex customer websites. This ability to change appearance is a feature of the HWS. Much like internet merchant account providers can host a secure web page for a vendor to easily process payments, the HWS hosts certain portions of the auctioneer's website to easily enable advanced features such as internet bidding.
INTERNET ABSENTEE BIDDING
Internet absentee bidding allows you to place a bid for an item in advance of an auction. This allows you to place bids on lots without actually attending the auction.
Internet only bidding allows you to place a bid for an item prior to the auction lot closing online. In an internet-only auction there is no live auction.
Webcast auctions allow you to bid in real-time against other bidders or place pre-bids prior to a lot going "live".
Lots are sold in accordance with the Auctioneer's terms and conditions which are accessible from each lot's page. It is your responsibility to read and accept the Auctioneer's terms and conditions prior to placing your bid.
When you place a bid you are agreeing to be bound by the Auctioneer's & Sebae's terms and conditions. By placing a bid you are entering into a legally binding and enforceable contract. Please keep in mind that you are bidding against other internet bidders as well as floor bidders, phone bidders, and regular absentee bidders (this list does not constitute a complete list of bidder types but does highlight the common bidder channels).
The auctioneer, at their discretion, can approve or deny bidders. The auctioneer reserves the right to accept or deny bidders for any reason. Prior to approval the auctioneer may contact you to determine your credit worthiness. If the auctioneer approves your bid, the auctioneer will then process your bid in accordance with their terms and conditions.
Should your bid for a lot prove successful, the auctioneer may contact you to arrange for payment & shipping (if applicable). If the auctioneer required registration via a credit card, the auctioneer reserves the right to process your winning bids to the credit card provided during registration.
Sebae, through the Auction Flex & HiBid products & services, facilitates the internet bidding process between the Auctioneer & the bidder. Sebae is in no way a party to the transaction. Because Sebae is not a party to the transaction, you accept that you will have no claim or cause of action against Sebae in respect of the sale (or non-sale) of any Lot. If you have a dispute with an Auctioneer or another user of the Service with regard to the sale (or non-sale) of any Lot you agree that Sebae, its officers, agents, employees will not be liable for losses (including, but not limited to, loss of profits, special loss, indirect loss and consequential los), costs, damages, liabilities, claims, demands and expenses of any kind arising out of or connected with such dispute. You also accept that none of the aforementioned are under any obligation to take any action to resolve any dispute between you and an Auctioneer
Sebae is not responsible for any typographical, pictorial or technical errors in information about Lots on the Site as provided by Auctioneers. Sebae does not evaluate Lots and does not act as a specialist or expert on any related subject matter. Sebae makes no warranties or representation of any kind or nature with respect to Lots (including but not limited to representations or warranties as to the accuracy of description, genuineness, quality, authorship, attribution, provenance, period, culture, source, origin or safety). If you have any questions, e-mail the Auctioneer directly. In particular, make sure that you understand the Auctioneer's payment terms and shipping terms.
The Service requires you to login with your username and password prior to placing a bid on a Lot. Making bids with false information or with stolen credit card information is prohibited and illegal.
Your user name and password are required in order to place internet bids. Making bids in a false name or with an invalid or stolen credit card is prohibited. Each bid carries the computer coding of the Internet provider which allows the individual user to be traced and Sebae may at its discretion release this information to enable legal action to be taken. Sebae may, in its entire discretion, refuse or remove bids where it suspects that bids contravene this prohibition. By placing a bid, you are making a binding and irrevocable offer to purchase the Item at any price up to the maximum bid amount you submit. If you win, you must complete the transaction, subject to any contractual right or other right at law to rescind the contract in certain circumstances. Failure to complete transaction without lawful reason is not only a breach of your contract with the Seller but also a breach of this User Agreement.
The amount bid can be increased but cannot be decreased. The auctioneer may, at their discretion, allow you to withdraw and resubmit a bid in the case of bids containing an obvious typographical error. You may forward a request to withdraw a bid and resubmit a correct bid by immediately sending an email to the auctioneer, however, there is no guarantee that any bid will be withdrawn. Although Sebae will use best efforts to forward all bids, Sebae does not accept any responsibility for lost bids or problems with the recipient auctioneer's ability to process your bid. Moreover, Sebae cannot guarantee that bids received will be processed by the individual auctioneers.
Please note that Sebae's role is limited to the provision of the Site for dissemination and publication of information provided by the Sellers.
THE WINNING BID
The winning bid in an auction will be the highest bid that exceeds any reserve (if a reserve exists). In the case of equal bids, the earliest bid received will be the winning bid. If a higher bid is subsequently withdrawn or removed then the auctioneer shall have the right to accept the next highest bid.
NOTICE OF END OF SALE, PAYMENT & SHIPPING
After the sale has ended, the auctioneer will notify the winning bidder via phone, fax or mail that they have won. If you do not receive notice that you have made the winning bid and think that you are the top bidder, you should check with the auctioneer directly. You will make all payment for Items to the auctioneer in accordance with their terms and conditions.
BUYER'S PREMIUM, TAXES AND DUTIES
If you are a successful bidder, you are responsible for paying any buyer's premium, taxes and duties (including any VAT, sales tax and import duties) that may be imposed on the final price paid for an Item. Accordingly, it is your responsibility to check the applicable taxes and duties that may be imposed on an Item prior to bidding for it.
All material and content as provided by the Service is protected by copyright and similar rights. You can not use or make available any of that material for any commercial purpose.
SPECIAL ADMONITIONS FOR INTERNATIONAL USE
Recognizing the global nature of the Internet, you agree to comply with all local rules regarding online conduct and acceptable content. Specifically, you agree to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside.
DISCLAIMER OF WARRANTIES
You expressly understand and agree that:
a. Your use of the service is at your sole risk. The service is provided on an "as is" and "as available" basis. Sebae expressly disclaims all warranties of any kind, whether express or implied, including, but not limited to the implied warranties of merchantability, fitness for a particular purpose and non-infringement.
b. Sebae makes no warranty that (i) the service will meet your requirements, (ii) the service will be uninterrupted, timely, secure, or error-free, (iii) the results that may be obtained from the use of the service will be accurate or reliable, (iv) the quality of any products, services, information, or other material purchased or obtained by you through the service will meet your expectations, and (v) any errors in the software will be corrected.
c. Any material downloaded or otherwise obtained through the use of the service is done at your own discretion and risk and that you will be solely responsible for any damage to your computer system or loss of data that results from the download of any such material.
d. no advice or information, whether oral or written, obtained by you from Sebae or through or from the service shall create any warranty not expressly state in the TAC.
LIMITATION OF LIABILITY
You expressly understand and agree that Sebae shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if Sebae has been advised of the possibility of such damages), resulting from: (i) the use or the inability to use the service; (ii) the cost of procurement of substitute goods and services resulting from any goods, data, information or services purchased or obtained or messages received or transactions entered into through or from the service; (iii) unauthorized access to or alteration of your transmissions or data; (iv) statements or conduct of any third party on the service; or (v) any other matter relating to the service.
EXCLUSIONS AND LIMITATIONS
Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations of of the previous two sections titled 'Disclaimer of Warranties' and 'Limitation of Liability' may not apply to you.
You agree to indemnify and hold Sebae harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your breach of this Agreement or the documents it incorporates by reference, or your violation of any law or the rights of a third party.
You shall comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding your use of our service and your bidding on, listing, purchase, solicitation of offers to purchase, and sale of items.
The TAC constitute the entire agreement between you and Sebae and govern your use of the Service, superseding any prior agreements between you and Sebae. The TAC and the relationship between you and Sebae shall be governed by the laws of the State of Florida without regard to its conflict of law provisions. You and Sebae agree to submit to the personal and exclusive jurisdiction of the courts located within the county of Marion, Florida. The failure of Sebae to exercise or enforce any right or provision of the TAC shall not constitute a waiver of such right or provision. If any provision of the TAC is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the TAC remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or the TAC must be filed within one (1) year after such claim or cause of action arose or be forever barred.