SALES AUCTION COMPANY, LLC
AUCTION CONSIGNMENT AGREEMENT – TERMS AND CONDITIONSConsignors must agree to the following: 1. General: a. This Agreement is entered into by and between described Seller and Sales Auction Company, LLC (Auctioneer). b. Seller hereby retains, authorizes, employs, and directs Auctioneer to act as its Agent in arranging and conducting a public auction of all property listed. c. It is understood and agreed that NONE of the property herein listed, shown, or photographed, shall be withdrawn from this Agreement except by the written consent of Auctioneer. 2. Seller’s Warranties: Seller hereby represents and warrants as follows: a. The property is accurately and completely described. b. Unless otherwise specified, the odometer and hour meter readings on the property is correct. c. Property is free of all liens and encumbrances. 3. Seller’s Duties: a. At its own expense, Seller shall deliver property to specified sale location at least 3 days prior to the auction date. b. For titled items, titles, bills of sale and/or other documentation required as proof of ownership, must be delivered to Auctioneer’s office no later than 7 days prior to auction date. Prior to delivery to Auctioneer, Seller shall properly endorse these titles and documents either by Seller’s signature or a Power of Attorney as necessary to permit any Buyer to register ownership of the property. Failure to comply will result in removal of such item from the sale. c. Repairs, improvements, and/or painting of the property prior to the sale is the Seller’s responsibility. d. Seller must ensure that vehicles and equipment have adequate fuel to operate throughout the auction procedures, as well as adequate batteries. Fuel charge will be $5 per gallon if items need to be refueled. e. Seller must provide valid driver license for identification purposes at time of initial consignment. 4. Auctioneer’s Duties: a. Auctioneer shall arrange for, advertise, and conduct a public auction sale of the property at the auction location and auction date specified. b. Unless otherwise noted herein, Auctioneer shall pay all costs and expenses of advertising, auctioning, clerking and cashiering incurred with conducting the auction sale. 5. Terms of Sale and Auctioneer Commission: a. Seller agrees that each and every piece of property listed will be offered for sale at the specified auction location and date with the Auctioneer’s usual practices and procedures. The lotting and grouping of the property sold and the order in which it is sold shall be at the absolute and sole discretion of the Auctioneer. b. Auctioneer reserves the right to exclude or withdraw any lot from the sale at his absolute and sole discretion. c. Buyer premium collected by Auctioneer on all items is additional compensation to the Auctioneer and it is agreed that the Seller has no right to any portion thereof and also that the buyer premium has no effect on the Seller’s commission to be paid to the Auctioneer. d. Seller agrees to pay Auctioneer for its services in conducting the sale and auction of the property at the commission rate specified. Seller and Auctioneer signatures verify agreement and acceptance of the commission rate. Commission is due and payable on the auction day. e. Auctioneer will pay Seller net proceeds on or before 14 banking days after the auction proceeds are collected. Net proceeds are the gross sales prices less commission due and any other charges the Seller may have incurred. Auctioneer also reserves the right to pay any taxes, liens or attaching creditors from the proceeds, further reducing the net amount due to the Seller. Auctioneer will only pay net proceeds on property where proceeds have been collected and Auctioneer will owe nothing to Seller should Auctioneer, for any reason, be unable to collect proceeds from a sale. No commissions will be owed to the Auctioneer on these items, and property will remain in ownership of the Seller. Additionally, if applicable, Auctioneer reserves the right to withhold the net proceeds payment of the property sold by Seller until Seller pays in full any amount due to the Auctioneer on items purchased by Seller. 6. Risk of Loss: All risk of loss or damage to the property shall remain with the Seller until such time as payment is received for the property and new Buyer takes possession. Seller should maintain insurance against such loss or damage. Auctioneer shall not be responsible for any damages to or loss of the property. 7. Indemnification of Auctioneer: Seller hereby agrees to indemnify, defend, and hold harmless Auctioneer against all suits, actions, costs, or charges, including but not limited to attorney’s fees, whatsoever arising from or relating to any false or incorrect representations or warranties contained herein or for any breach of the Seller’s obligations herein, including but not limited to, inaccuracies in either the description or condition of the property. 8. Miscellaneous: This Agreement represents the entire agreement between Auctioneer and Seller. This Agreement replaces all prior agreements, whether written, oral, or implied. This Agreement shall be binding on the Seller for all property placed in future auctions with Auctioneer unless Seller executes a new Agreement. This Agreement is binding upon the parties hereto and their heirs, successors and assigns. The parties herein acknowledge and agree that this Auction Agreement and all transactions contemplated by this Agreement shall be governed by, construed and enforced in accordance with the Laws of Connecticut without regard to principles or conflicts of laws. Any changes must be in writing and signed by both Seller and Auctioneer. Both Seller and Auctioneer agree that, should a dispute arise relating to the performance or breach of any part of this Agreement, and a settlement cannot be reached between the parties, the matter will be resolved in a Hartford County, Connecticut court jurisdiction. In the event Auctioneer is required to take any action to enforce the terms of this Auction Agreement, Auctioneer shall be entitled to recover all of its reasonable attorney’s fees and all its costs and expenses. Reasonable attorney’s fees shall include those fees incurred (a) before, during and after litigation, including those incurred in attempting collection without litigation; (b) in the litigation at all trial and appellate levels; (c) in any bankruptcy proceedings; and (d) in any post-judgement proceedings.