Equipment Consignment Agreement (Page 2 of 5) in pdf

6. Risk of Loss or Damage. Customer shall assume all liabilities associated with the

Equipment during the term of this Agreement until such Equipment item is sold. Customer shall

hold the Auction Company harmless from loss of Equipment by theft, fire, vandalism, flood,

deterioration, etc. or damage to the Equipment.

7. Representations and Warranties by Customer. Customer has good and marketable

title to the Equipment, none of which will be subject to any liens or other encumbrances,

including blanket liens, except any that may be listed on Exhibit A.

8. Warranties. The Auction Company shall not offer any warranties on the sale of an Equipment item

except to the extent a warranty is required by law and cannot be disclaimed. The following

language shall appear in bold, all capital letters on each bill of sale, purchase order or other

contract for sale used in connection with a sale of an Equipment item:

“TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE ITEM SOLD IS

BEING SOLD ON AN “AS IS – WHERE IS” BASIS, WITHOUT ANY WARRANTY,

EXPRESSED OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF

MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. SELLER

SHALL NOT BE LIABLE FOR LOSS OF REVENUES OR PROFITS,

INCONVENIENCE, EXPENSE FOR SUBSTITUTE EQUIPMENT OR SERVICE,

STORAGE CHARGES, LOSS OR ANY OTHER SPECIAL, INCIDENTAL OR

CONSEQUENTIAL DAMAGES CAUSED BY THE USE OR MISUSE OF, OR

INABILITY TO USE THE ITEM SOLD. IN NO EVENT SHALL SELLER’S

LIABILITY EXCEED AMOUNT BUYER PAID TO SELLER TO PURCHASE THE

ITEM SOLD. BUYER ASSUMES ALL RISK AND LIABILITY FOR LOSS, DAMAGE

OR INJURY TO BUYER AND BUYER’S PROPERTY AND TO OTHERS AND THEIR

PROPERTY ARISING OUT OF USE OR MISUSE OF, OR INABILITY TO USE THE

ITEM SOLD.

AS SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF

INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR DO NOT ALLOW

LIMITATION ON IMPLIED WARRANTIES, THE ABOVE LIMITATIONS AND

EXCLUSIONS MAY NOT APPLY TO YOU. YOU MAY HAVE OTHER RIGHTS

THAT VARY FROM STATE TO STATE.”

All statements required by this section shall be printed in a font size of 10 point or higher.

9. Transfer of Title. Customer and Auction Comany agree to cooperate with one another to

execute such documents and take such actions as may be reasonably required to transfer title to

an Equipment item to a third party purchaser. Customer hereby appoints Auction Company as its

attorneyin-fact for the limited purpose of transferring title to Equipment items sold to third party

purchasers in accordance with the terms of this Agreement. Customer’s appointment of Auction

Company as its attorney-in-fact shall be deemed to be revoked with no further action upon the

transfer of the last Equipment item.

10. Sales Tax. Auction Company agrees that it is responsible for the collection of all sales, use or

other transfer tax owed on the sale of the Equipment and agrees to collect the applicable taxes

and report the same on its applicable sales, use or other transfer tax returns.

11. Insurance. During the term of this Agreement, Customer shall be responsible for

maintaining any and all insurance on the Equipment. In no event shall the Auction Company be

responsible for obtaining any insurance or paying any insurance premium for the Equipment.

12. Amendment. This Agreement may not be altered or amended, and no right

hereunder shall be waived, except by an instrument in writing duly executed by the party or

parties to be charged with such amendment or waiver. No waiver of any of the provisions of this

Equipment Consignment Agreement Page 2

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