Surplus Solutions LLC Auctions
These Terms shall apply to every bid or purchase by any party (“Buyer” or “Bidder”) either directly from SSLLC or as agent for a third party owner (a “Consignor”) of any machinery, equipment, merchandise and other items (the “Goods”), or in a transaction in which SSLLC serves as broker, agent, liquidator or auctioneer for any third party owner (the “Services”). The Terms apply to all such Services.IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE THE SITE AND DO NOT PARTICIPATE IN ANY AUCTION. We may revise and update these Terms from time to time in our sole discretion. All changes are effective immediately when we post them, and apply to all access to and use of the Site thereafter. Your continued use of our Services following the posting of revised Terms means that you accept and agree to the changes. You are expected to check this page from time to time so you are aware of any changes, as they are binding on you.
You agree that SSLLC may in its sole discretion and at any time terminate your access to and use of the Site, or any part thereof, with or without notice. You further agree that use of the Site and any of SSLLC’s Service shall be immediately terminated if you violate these Terms. In addition, SSLLC reserves the right, in its sole discretion, to modify or discontinue the Service or any portion thereof, with or without notice, and without liability to you.
TERMS AND CONDITIONS
1. No Warranty. All Goods are sold on an “AS IS/WHERE IS/WITH ALL FAULTS” basis without any warranties or representations of any kind, either expressed or implied. Neither SSLLC nor the Consignor makes any warranties or representations of any kind or nature with respect to the Goods, their condition or their value and in no event shall either be responsible for correctness of description, genuineness, attribution, provenance, authenticity, authorship, completeness, condition of the property or estimate of its value. No statement (oral or written) in the catalog, at the auction, or elsewhere shall be deemed such a warranty or representation, or any assumption of responsibility. Before you decide to use the Services, you should conduct whatever investigation and due diligence that you deem necessary related to the Goods. Personal on-site inspection of the Goods is strongly recommended, and you are advised to independently verify all information you deem important. You may contact SSLLC directly for detailed information regarding any Goods for sale. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE AND MERCHANTABILITY ARE EXPRESSLY DISCLAIMED.
The information presented on or through the Site is made available solely for general information purposes. We do not warrant the accuracy, completeness or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on or use of such materials by you or any other visitor to the Site, or by anyone who may be informed of any of its contents.
This Site may include content provided by third parties, including materials provided by other users, bloggers and third-party licensors, syndicators, aggregators and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by the Company, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of the Company. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.
2. Registration. Auction bidders (“Bidders”) must register prior to bidding at any auction sale. To register, all Bidders must provide their name, company (if applicable), mailing address, phone number and email address (“Bidder Information”) prior to the auction. By registering, you represent and warrant that any and all Bidder Information is accurate and complete. It is solely the Buyer’s responsibility to maintain current and accurate Bidder Information for completeness and accuracy. Bidders are required to provide a valid Visa, MasterCard or American Express number, together with security code, to secure your obligations hereunder. At its discretion, SSLLC may charge a registration fee for electronic bidding. The amount of this fee will be clearly displayed during the registration process.
The Site and the Services are only available to persons with the legal capacity to enter into this Agreement and to purchase Goods.Generally, the Site is intended for use only by persons over 18 years of age.If you are under the age of 18 you should not use this Site.SSLLC may, at its sole and absolute discretion, refuse to accept your registration, and may, at any time after accepting registration, refuse to permit your continuing use of the Site or participation in any auction for any reason or no reason at all.
By registering as a Bidder and bidding at the Auction, you shall be deemed to represent, warrant and agree with respect to Goods you bid on that: (a) you have reviewed all due diligence materials related to the Goods, you have inspected the Goods, you are familiar and satisfied with the physical condition of the Goods and you have conducted such investigation of the Goods as you deemed appropriate, (b) neither SSLLC nor Consignor, nor any affiliate, agent, officer, employee or representative of either of them, has made any verbal or written representation, warranty, promise or guarantee whatsoever to you, expressed or implied, and in particular, that no such representations, warranties, guarantees, or promises have been made with respect to the physical condition, operation, or any other matter or thing affecting or related to the Goods and/or the offering or sale of the Goods, (c) you have not relied upon any representation, warranty, guarantee or promise or upon any statement made or any information provided concerning the Goods, including but not limited to information made available on-line at the Site, in Auction advertising, in the Auction catalog or brochure, or provided or made available by SSLLC or by Consignor, or their respective affiliates, agents, officers, employees or representatives, (d) you have made your bid after having relied solely on your own independent investigation, inspection, analysis, appraisal and evaluation of the Goods and the facts and circumstances related thereto, (e) you have actual authority to enter a bid and to purchase the Goods, (f) you have the capacity to close any transaction, (g) any information provided or to be provided by or on behalf of the Consignor with respect to the Goods including, without limitation, all information contained on-line at the Site, in Auction advertising, or any other printed or online materials being made available to you by Consignor and SSLLC, was obtained from Consignor and/or Consignor’s agents, and SSLLC has not made any independent investigation or verification of such information, and makes no representations as to the accuracy or completeness of such information, (h) without limiting the generality of the foregoing, SSLLC shall not have any obligation to disclose to any Bidder, and shall have no liability for its failure to disclose to any Bidder, any information known to them relating to any Goods except as may be required by law, and (j) SSLLC is not liable or bound in any manner by any oral or written statements, representations or information pertaining to the Goods, or the operation thereof, made or furnished by any dealer, broker, agent, employee, or other person.
By participating in an auction or sale, you represent that any bid you make constitutes an irrevocable agreement to purchase the Goods for the full amount of the bid and that once a winning bid is accepted, you are obligated to purchase such Goods for the amount of the High Bid.In the event of any dispute among Bidders, or in the event of doubt on the part of SSLLC as to the validity of any bid, SSLLC will have the final discretion to determine the High Bid, the successful Buyer, to cancel the Auction, or to re-offer the subject Goods for auction. If any dispute arises after the Auction, SSLLC’s Auction record shall determine conclusively all bidding issues, including but not limited to the High Bid and the Buyer.
3. Deposits. SSLLC reserves the right to require a deposit based on your projected spending as determined in its reasonable discretion. The credit card used for your registration will be charged for any deposits required. Please call us at 508 646-2744 within 48 hours of the auction closing date, otherwise your card on file will be charged for the full amount of your auction purchases. If you are unsuccessful in the auction, any deposit will be refunded on your card within two business days following the auction.
4. Invoices & Payment Instructions. Successful bidders (each, a “Buyer”) will be sent an electronic invoice to the email address provided during registration. Invoices can be faxed upon request. Detailed payment instructions for each sale are available in the printed auction or sale catalog at the sale or auction location on the day of the sale or auction. Bidders will be sent detailed payment instructions via email along with their invoice.
5. Payments. SSLLC must receive the balance of the total purchase price no later than the close of business on the business day following the auction (the “Final Payment Date”). All payments must be cashier’s or certified check, federal wire transfer of immediately available funds, corporate check, or Credit Card. Without limiting SSLLC’s discretion, no corporate checks will be accepted without a bank guarantee and no personal checks will be accepted. Title does not pass to Buyer until the purchase price and all Taxes (as defined below) have been paid in full to SSLLC.
6. Taxes. Buyer must also pay to SSLLC on or before the Final Payment Date, all sales, export, use and other taxes due to any federal, state or local taxing authority (the “Taxes”) as a result of Buyer's purchase, including without limitation, any taxes arising from any Buyer's Premium (as defined in Section 7 below). To receive any sales tax exemption, Buyer must provide SSLLC with a valid state sales tax exemption certificate acceptable in form, scope and substance to SSLLC in SSLLC'S sole discretion.
7. Buyer’s Premium. SSLLC shall charge and collect from each Buyer a Buyer's premium ("Buyer's Premium") on any Goods sold in addition to the purchase price as bid. The Buyer's Premium is a percentage that is added to the final purchase price of any item. SSLLC makes the Buyer's Premium information available in writing electronically or in printed format prior to each auction for each of the Goods identified for auction or sale.You acknowledge and agree that the Buyer’s Premium is deemed earned upon conclusion of the auction or sale.
8. Removal of Goods. Unless otherwise agreed in writing, Buyers or their authorized agents must remove all Goods purchased before the final removal date and time announced by SSLLC at the auction (the "Removal Deadline"). No Goods shall be removed until the full purchase price and all applicable Taxes thereon have been received by SSLLC in the form required herein. ANY ITEMS NOT REMOVED ON OR BEFORE THE REMOVAL DEADLINE SHALL BE DEEMED ABANDONED AND SSLLC SHALL HAVE NO FURTHER OBLIGATION TO BUYER WITH RESPECT TO SUCH ITEMS. BUYER CONSENTS THAT SSLLC MAY DISPOSE OF ANY AND ALL ITEMS NOT PAID FOR AND/OR REMOVED BY THE REMOVAL DEADLINE AND MAY RESELL SCRAP, AND/OR OTHERWISE DISPOSE OF SUCH ITEMS AS DETERMINED IN ITS SOLE AND ABSOLUTE DISCRETION. SSLLC shall have no responsibility whatsoever for any missing or lost items that can be removed by hand if such items have not been removed within forty-eight (48) hours of the conclusion of the sale.
Buyer shall be responsible for the safe and proper removal of any Goods purchased by Buyer. SSLLC does not disconnect utilities, remove structures, pack, ship, store, crate or rig purchased Goods. Buyers may either pick up Goods at the designated auction site personally or can contract with an authorized third party agent to manage the removal process for them. Before Goods can be removed by an Agent, Agent must provide SSLLC with (1) proof of payment in full (Paid In Full Invoice) and (2) an "Agent Release Authorization" form which allows SSLLC to release items to a third party contractor for shipping, rigging, crating or packing purposes.
Goods weighing more than 100 pounds must be removed by a qualified, insured rigger approved by SSLLC. Before any removal, Buyer must provide SSLLC with a certificate of insurance from the rigger, which certificate must be in form, scope and content acceptable to SSLLC in SSLLC’S sole discretion. Without limiting SSLLC’S discretion, such certificate must show that the rigger carries comprehensive liability insurance written by an insurance carrier of national standing and in an amount of not less than two million dollars ($2,000,000.00). Without limiting the generality of the foregoing, Buyer shall restore and repair all real and personal property that is altered or damaged as a result of Buyer’s removal of the Goods. SSLLC shall have no responsibility to disconnect utilities to the sold asset, including electric, gas, waste and water lines. Buyer is solely responsible to properly remove and store in appropriate containers all fluids, oils, hazardous chemicals, etc., from Goods purchased. Buyer shall defend, indemnify and hold harmless SSLLC, the Consignor and the owner of the premises in which the Goods are located, from any and all claims, damages, and losses arising from Buyer’s or its Agent’s actions with respect to the Goods, the removal of the Goods and Buyer’s presence on the premises in which the Goods are located, including without limitation, injuries to persons or property and the release of hazardous materials. Risk of loss on any Goods shall pass to the Buyer upon payment in full to SSLLC of all sums due from Buyer in respect to the Goods.
9. Default. Bidders must bid only on those items they are prepared to pay for and remove in accordance with these Terms. ALL BIDS ARE FINAL, IRREVOCABLE AND BINDING and DO NOT include any applicable Buyer’s Premiums and Taxes. All Goods must be paid for by the Final Payment Date and removed by the Removal Deadline. Buyer’s failure to comply with these Terms will result in a default being declared and the Deposit and Buyer’s Premium may be retained by Seller and/or SSLLC in addition to other equitable and legal remedies under applicable law all of which are reserved. IN THE EVENT BUYER FAILS TO PERFORM CONTRACTUAL OBLIGATIONS (PAYMENT AND REMOVAL) AS SPECIFIED IN THESE TERMS, BUYER WILL AUTOMATICALLY BE PLACED IN DEFAULT. THIS IS YOUR OFFICIAL NOTICE OF DEFAULT. Upon default, you shall lose all right, title, and interest which you might otherwise have acquired in and to such Goods as to which default has occurred. SSLLC will dispose of such Goods in its sole discretion.
10. After Buyer has removed any Goods after its purchase neither Consignor nor SSLLC shall have any obligation to make any adjustment or accommodation to Buyer because of any mistake in quantity, quality, character, condition or other defect or problem with respect to such Goods. Buyer must make all requests for adjustments in writing to SSLLC before any item is removed from the premises where the auction is conducted.No returns or refunds will be permitted.
11. Damages; Force Majeure. No party shall be responsible for damages, losses, delays or failure of performance resulting from unforeseeable circumstances reasonably beyond their control, including acts of God, strikes, walkouts, riots, acts of war, epidemics, governmental regulation, power failures, earthquakes, or other natural disasters. SSLLC DOES NOT WARRANT THAT THE FUNCTIONS, FEATURES OR CONTENT CONTAINED IN THE SITE, INCLUDING ANY THIRD-PARTY SOFTWARE, PRODUCTS OR OTHER MATERIALS USED IN CONNECTION WITH ITS SITE OR ONLINE AUCTIONS, WILL BE TIMELY, SECURE, UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS WILL BE CORRECTED.
12. Changes. SSLLC and Consignor reserve the right to withdraw or sell any Goods contained in an auction prior to or during the auction without notification. SSLLC reserves the right to temporarily or permanently end an auction prior to or during the stated auction period at is sole discretion without notification. SSLLC, in its sole discretion, reserves the right to extend the stated auction period without notification. The auctioneer’s announcements at or during the Auction take precedence over any and all published materials and these Terms. If for any reason SSLLC is unable to deliver any Goods purchased by Buyer, SSLLC'S sole liability shall be to return all sums paid by Buyer to SSLLC in respect of such Goods.
13. Limitation of Liability. Buyer/Bidder hereby agrees that under all possible circumstances, SSLLC's maximum liability in any and all auctions and sales transactions is hereby limited to the purchase price actually paid by the Buyer for the applicable sale or auction transaction. IN NO EVENT WILL SSLLC BE LIABLE FOR ANY DAMAGES INCLUDING, WITHOUT LIMITATION, ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, LOSSES RELATED TO BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION OR LOST PROFITS ARISING OUT OF OR IN CONNECTION WITH THE SALE OF THE GOODS OR THE AUCTION, OR OUT OF ANY BREACH OF WARRANTY, EVEN IF YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
14. Minimum or Reserve Prices. SSLLC and Consignor, in their sole discretion, reserve the right to establish a reserve or minimum price on any Goods without having to announce, post, disclose or publish notice to attendees and Bidders at any auction. SSLLC reserves the right to confirm or reject the final bid. Further, SSLLC, and/or its affiliates or subsidiaries, may bid at the auction for its own account, on behalf of a third party or the Consignor.
15. Absentee/Proxy Bids. By completing an “Absentee (Proxy) Bidder Form,” Bidders may appoint SSLLC to be an agent and proxy for the sole purpose of bidding on the Goods listed when the Bidder CANNOT bid on the day of the auction or sale. SSLLC will bid up to the specified maximum bid amount on such Goods, using only the amount needed to win the item. SSLLC has complete discretion whether and when to accept Proxy bids. Proxy bidders will be notified only if they have been declared the winning bidder. Notification will be delivered in the form of an electronic invoice which will be sent to the email address provided during registration.
16. Bidding Procedures. SSLLC, in its sole discretion, shall control all bidding increments and advances at any auction. SSLLC reserves the right to reject any bid that is only a minimal increase over the preceding bid, that is not commensurate with the value of the Goods or that SSLLC believes was made illegally or in bad faith. In the event of a dispute among Bidders, SSLLC may, in its sole discretion, either accept what it deems to be the final bid or solicit further bids on the item in dispute. SSLLC reserves the right, in its sole discretion, to sell Goods advertised as a public auction sale, on a piece-by-piece basis or as a complete lot. Without limiting the generality of the foregoing, SSLLC may accept a conditional bid on a complete lot and then conduct an item by item auction which auction shall be effective only if the total proceeds therefrom exceed the amount of the complete bid.
17. Agency Relationship. When SSLLC is selling or auctioning any Goods on behalf of a Consignor, SSLLC shall act as an agent only and shall have no liability whatsoever for the acts of the Consignor.
18. Export Law Compliance. Buyer hereby agrees to comply with all US export and import control and related laws, and acknowledges that SSLLC is not the exporter or importer of any purchased item. Certain items offered for sale at the auction may constitute "Restricted Technology." Under federal law, such items may not be exported outside the United States. SSLLC makes no representation or warranty concerning, and has conducted no investigation to ascertain which items, if any, constitute Restricted Technology, or whether any item may have been imported in violation of any U.S. laws or international treaties.
19. Auction Sites. Buyers acknowledge that an auction site is a potentially dangerous place. Flammable, noxious, corrosive and pressurized substances may be present. Heavy equipment may be operated and electrical circuits may be live. Every person enters the auction site 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. No person shall have any claim against SSLLC, the Consignor, the owner of the premises or their respective agents for any injuries sustained or for personal injury or damages to or loss of property that may occur at the auction site.
20. SSLLC Rights and Remedies. If the Buyer fails to comply with any of the Terms, SSLLC shall have all rights and remedies available to it at law and in equity. Without limiting the generality of the foregoing, SSLLC may retain all deposits and partial payments received from Buyer and may resell any Goods that Buyer fails to purchase. Buyer shall be responsible for all costs, losses, and damages suffered by SSLLC (i) as a result of Buyer’s breach of any of the Terms, including without limitation, lost profits and consequential damages, and (ii) incurred in connection with the enforcement of SSLLC’S rights, including, without limitation, legal fees and costs and expenses related to the resale of Goods, including storage and rigging fees.
21. No Collusion. Bidders agree they will not participate in any bidding practices designed to manipulate the bidding. Any and all forms of collusion between Bidders is forbidden. Bidders agree they will not place bids through third parties, using false names or Bidder Information.
22. Indemnification. You agree that you will defend, indemnify and hold harmless SSLLC and any Consignor, including its affiliates, directors, officers, employees, agents, shareholders, co-branders, or partners, from and against any and all claims, losses, damages, liabilities, judgments, fees and expenses incurred by SSLLC or the Consignor, including its affiliates, directors, officers, employees, agents, shareholders, co-branders, or partners, through the use of the Services and the Site.
23. Prohibited Uses.You may use the Site only for lawful purposes and in accordance with these Terms. You agree not to use the Site:
In any way that violates any applicable federal, state, local or international law or regulation (including any laws regarding the export of data or software to and from the US or other countries).
For the purpose of exploiting, harming or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information or otherwise.
To transmit, or procure the sending of, any advertising or promotional material, including any “junk mail,” “chain letter” or “spam” or any other similar solicitation.
To impersonate or attempt to impersonate SSLLC, its employees, another user or any other person or entity (including by using email addresses or screen names associated with any of the foregoing).
To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Site, or which, as determined by us, may harm SSLLC or users of the Site or expose them to liability.
Additionally, you agree not to:
Use the Site in any manner that could disable, overburden, damage or impair the site or interfere with any other party’s use of the Site, including their ability to engage in real time activities through the Site.
Use any robot, spider or other automatic device, process or means to access the Site for any purpose, including monitoring or copying any of the material on the Site.
Use any manual process to monitor or copy any of the material on the Site or for any other unauthorized purpose without our prior written consent.
Use any device, software or routine that interferes with the proper working of the Site.
Introduce any viruses, trojan horses, worms, logic bombs or other material that is malicious or technologically harmful.
Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Site, the server on which the Site is stored, or any server, computer or database connected to the Site.
Attack the Site via a denial-of-service attack or a distributed denial-of-service attack.
Otherwise attempt to interfere with the proper working of the Site.
24. Arbitration; Venue; Prevailing Party.The parties agree to submit all controversies, disputes, claims and matters of difference arising out of or relating to these Terms and Conditions, including but not limited to its enforcement, scope and/or interpretation, exclusively to arbitration in Providence County, Rhode Island in accordance with the Commercial Arbitration Rules of the American Arbitration Association from time to time in effect (the “Arbitration Rules”).The parties may agree on a retired judge as sole arbitrator.In the absence of such agreement, there will be three arbitrators, selected in accordance with the Arbitration Rules.If there are three arbitrators, a decision reached by at least two of the three arbitrators will be the decision of the arbitration panel.The parties agree to abide by all decisions reached and awards rendered in such arbitration proceedings, and all such decisions and awards will be final and binding on both parties.Judgment upon the award may be entered in any court of competent jurisdiction or application may be made to such court for a judicial acceptance of the award and an order of enforcement.By bidding at an auction, whether present in person, or by agent, by proxy, by written bid, telephone bid, internet bid, or other means, the Bidder shall be deemed to consent to the jurisdiction of the state and federal courts located in Providence County, Rhode Island (and of the appropriate appellate courts therefrom) in any such action or proceeding (including an action to compel arbitration) and waives any objection to venue.Process in any action or proceeding may be served personally or by registered mail anywhere in the world.In the event of any such arbitration or any permitted court action, the prevailing party shall be entitled to reimbursement from the non-prevailing party of all reasonable attorney’s fees and costs/expenses of the prevailing party and any award of the arbitrator(s) or court will include costs and reasonable attorneys’ fees to the prevailing party.If any Party files a court action arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, to compel or stay arbitration, or to confirm, vacate or modify an arbitration award (except for a non-contested application to confirm), or to seek payment of any attorneys' fees and/or costs awarded by the arbitrator(s) but not paid by the non-prevailing party in the arbitration, or in the event any Party seeks enforcement of any arbitration award or judgment arising out of an arbitration award, reasonable attorney’s fees and other costs incurred by the prevailing Party in such court action or in connection with such judgment enforcement shall be reimbursed by the non-prevailing Party.THE PARTIES UNDERSTAND THAT, ABSENT THIS AGREEMENT, THEY WOULD HAVE THE RIGHT TO SUE EACH OTHER IN COURT, AND THE RIGHT TO A JURY TRIAL, BUT THEY GIVE UP THOSE RIGHTS VOLUNTARILY AND AGREE TO RESOLVE ANY AND ALL GRIEVANCES BY ARBITRATION.
25. Limitation on Time to File Claims.ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS, THE SERVICES OR THE SITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
26. Governing Law.The respective rights and obligations of the parties with respect to these Terms, the Site, the Services and the conduct of the Auction shall be governed, enforced and interpreted by the laws of the state of Rhode Island, without regard for conflicts of law principles.
27. Licensing. For information about SSLLC’s licensing and bonding, please contact SSLLC.
28. Third Parties.SSLLC and/or Consignor may provide and/or designate certain third parties to provide ancillary services in connection with a Goods Auction and/or links to the websites or products or services of others. Any such designations do not constitute an endorsement by SSLLC or Consignor of such third-party service providers, or the products, or services of such third parties. These third parties operate independently of SSLLC and Consignor and have established their own terms and conditions and policies. Bidder acknowledges and agrees that SSLLC and Consignor are not responsible for any damages or losses caused or alleged to have been caused by the use of any Third-Party Services.
All feedback, comments, requests for technical support and other communications relating to the Site should be directed to email@example.com.