Surplus Assets from a Major Biopharmaceutical Company
Private Treaty Assets Immediately Available for Negotiation
Temecula, California USA:
- Multivac C500 Packaging Sealer
Santa Clara, California USA:
Bottle Filling Line
Discount: 2% This discount will be applied if we receive payment by cash, cheque or wire transfer within 72 hours of close.
VAT/Tax: Please refer to the invoice.
Inspection details: By appointment only.
Additional notes: Buyers are required to agree to and sign additional Special Terms and Conditions.
Currency: United States Dollars
Sales agent: GoIndustry DoveBid, Inc.
TERMS AND CONDITIONS OF SALE
1. ALL ASSETS ARE SOLD AS IS, WHERE IS AND WITH ALL FAULTS. ANY EXPRESS OR IMPLIED WARRANTIES INCLUDING THOSE AS TO THE NATURE, QUALITY, QUANTITY, VALUE OR CONDITION OF ANY ASSET, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT ARE HEREBY EXCLUDED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW. The Buyer acknowledges that any software or intellectual property rights attaching to an asset or assets may not be the property of the Seller or capable of transfer by the Seller. Neither the Seller nor GoIndustry DoveBid is in any way authorising the use by the Buyer of such software or intellectual property rights and any use of such software or exploitation of such intellectual property rights shall be at the Buyer's sole risk.
2.Illustrations, pictures or videos posted on GoIndustry DoveBid’s website or otherwise provided by the Seller or GoIndustry DoveBid are for the convenience of the Buyers only. GoIndustry DoveBid has used its reasonable endeavours to ensure that the description of each asset(s) appearing on the Site is accurate, but the Buyer relies upon such description at its own risk. Buyers should satisfy themselves prior to the sale as to the condition of the asset and should exercise and rely on their judgment as to whether the asset accords with its description at their own risk. Subject to the obligations accepted by GoIndustry DoveBid under these Terms and Conditions, neither the Seller nor GoIndustry DoveBid nor any of their respective employees or agents are responsible for errors of description or for the genuineness or authenticity of any asset
3. By submitting an offer, the Buyer represents, warrants and undertakes that it has the authority and capacity to make such an offer and purchase the assets and that any offer that it makes constitutes an irrevocable offer to buy the assets for the full offer amount upon these terms and conditions and such additional terms and conditions (if any) as may be imposed by the Seller. For the purposes of these terms and conditions, we refer to any person or entity registering to offer or offering to buy goods as a "buyer" regardless of whether any contract of sale is concluded.
4. A discounted Buyer's premium of 16% of the bid price will be added to the purchase price for each asset for Buyers who pay in the form of cash, cashier's check, company check (with a letter of guarantee) or wire transfer within 72 hours from receipt of GoIndustry DoveBid’s invoice; the full Buyer's premium of 18% shall apply for Buyers who pay via credit card and all other Buyers that do not remit payment within 72 hours from receipt of GoIndustry DoveBid’s invoice.
5. Collection of applicable sales, value added or similar taxes will be in accordance with the laws of the jurisdiction in which the assets are located. The Buyer is advised to seek its own tax advice. The Buyer agrees that invoices may be issued in electronic form by email or otherwise.
6. Full payment of the balance of the purchase price is due by the date stipulated on the invoice and in any event prior to removal of any purchased assets. In the event that a Buyer fails to pay the entire purchase price (in addition to the Buyer's premium and any applicable sales, value added or similar tax) within the time specified by GoIndustry DoveBid or otherwise fails to comply with these Terms and Conditions, GoIndustry DoveBid and the Seller will retain the deposit as liquidated damages without notice. GoIndustry DoveBid and the Seller reserve the right to resell such assets without notice, and the defaulting Buyer shall be liable to GoIndustry DoveBid and the Seller for any resulting deficiency, including costs incurred in storing and reselling such assets.
7. GoIndustry DoveBid shall have no responsibility to disconnect utilities to the sold asset, including electric, gas, waste and water lines. It is the Buyer's sole responsibility to arrange and pay for the removal, shipment and insurance of purchased assets. Also, it is the Buyer's responsibility to provide, and/or ensure their agent(s) performing removals on their behalf provide, upon demand, evidence of valid insurance policies with reliable insurance companies, providing the types of coverage and in the amounts more particularly described in the Sample Required Insurance Certificate located on in the Shipping Information section of GoIndustry DoveBid’s website; and such other insurance as may be required by any governmental authority, including workers' compensation insurance. Removal shall be conducted responsibly and with due care for the Seller's premises. GoIndustry DoveBid reserves the right on any sale to require that all Buyers utilize the services of the movers/shippers/riggers to those listed on GoIndustry DoveBid’s website under “Directory of Shippers” and/or those listed on the sale website as “exclusive, approved” for a particular sale event. The Buyer shall restore and repair all real and personal property that is altered or damaged as a result of the removal of purchased assets. If the Buyer does not remove an asset within the announced check-out period, GoIndustry DoveBid and the Seller may, in their sole discretion, deem the asset to have been abandoned by the Buyer and the Buyer will have no further rights with respect to the asset. Notwithstanding the foregoing, GoIndustry DoveBid and the Seller reserve the right to charge the Buyer for the costs of storage beyond the check-out period.
8. The Buyer acknowledges that the Seller's facility 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 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. The Buyer shall so advise their agents and employees. No person shall have any claim against GoIndustry DoveBid, the Seller or their respective agents or employees for any injuries sustained or for damages to or loss of property that may occur at the site. Nothing in this clause shall limit or exclude liability for death or personal injury resulting from the negligence of GoIndustry DoveBid or the Seller.
9. The Buyer acknowledges that neither Seller nor its appointed representative(s) are obliged to give any other support or owes any other performance other than those described in these Terms and Conditions. In particular, the Buyer acknowledges that neither the Seller nor GoIndustry DoveBid will give any start-up assistance or trouble shooting support during re-assembling and start-up of the assets unless otherwise agreed in writing.
International statutory compliance exclusion
10. It is expressly brought to the Buyer's attention that, at the time of sale, any asset for sale in this sale:
(a) may not necessarily comply with the Health and Safety at Work Etc. Act 1974, Environmental Protection Act 1990 or any other UK and/or EC Acts, Regulations, Directives or their applicable laws or equivalent or similar laws in any relevant jurisdiction or; and
(b) could contain blue or white asbestos, hazardous substances, dangerous chemicals etc. which if not handled correctly during their removal from a site could be in breach of the Health & Safety at Work Etc. Act 1974, Control of Substances Hazardous to Health Regulations 2002 or any other current legislations covering the use of such substances in a working environment in the UK, the EC, the United States or any other relevant jurisdiction. GoIndustry DoveBid has no duty to remove any hazardous substances that are contained in or are a part of any asset.
11. The Buyer undertakes to:
(a) remove, ship and use any purchased plant and equipment within any relevant jurisdiction in a way that does not contravene any relevant legislation and in full compliance with all applicable health and safety standards and regulations; and
(b) comply with all current applicable legislations in any relevant jurisdiction and reasonable instructions by GoIndustry DoveBid in relation to the removal/disposal of waste including hazardous waste.
12. The Buyer agrees to comply with all applicable export control and related laws and regulation and not to violate any applicable local, state, national or international law, statute, ordinance, rule or regulation. Buyers acknowledge that GoIndustry DoveBid is not the exporter of any purchased asset unless expressly stated. GoIndustry DoveBid makes no representation or warranty concerning, and has conducted no investigation to ascertain which assets, if any, constitute, for example, “Restricted Technology” for US law purposes or whose export is otherwise restricted under applicable law. GoIndustry DoveBid and/or the Seller reserves the right to cancel or rescind any sale at any time in the event it determines, in its absolute discretion, that the sale does or may violate applicable export or import control or related laws and regulations.
Limitation of Liability
13. Neither Seller nor GoIndustry DoveBid shall be liable, in contract, tort (including negligence) or for breach of statutory duty or in any other way for:
(a) any loss arising from or in connection with loss of revenue, profits, contracts or business or failure to realise anticipated savings or profits;
(b) any loss of goodwill or reputation; or
(c) any indirect or consequential losses suffered or incurred by Buyer,
arising out of or in connection with these Terms and Conditions and any of the actions or events contemplated within them or deriving from a sale of goods pursuant to them (“Relevant Events”).
The aggregate respective liability of Seller or GoIndustry DoveBid in respect of any other loss or damage suffered by a Buyer and arising out of or in connection with these Terms and Conditions or arising out of or in any way connected with any Relevant Events, whether in contract, tort (including negligence) or for breach of statutory duty or in any other way, shall not exceed (i) in the case of the Seller, the amount of the purchase price paid by the Buyer; and (ii) in the case of GoIndustry DoveBid the buyer’s premium paid by the Buyer, in each case in respect of the goods which are the subject of the claim.
The Buyer undertakes to defend (by counsel satisfactory to GoIndustry DoveBid) and indemnify GoIndustry DoveBid and Seller and hold GoIndustry DoveBid and Seller harmless from and against any claim, demand, cause of action, liability or expense (including attorneys' fees and costs) asserted against or incurred by GoIndustry DoveBid, the Seller or any third party in connection with the sale, removal, shipment or use of any purchased assets or a breach by the Buyer of these Terms and Conditions.
14. GoIndustry DoveBid is acting as agent of the Seller and is not responsible for acts and omissions of the Seller or any of the Seller’s principals, officers, directors, employees or other agents.
Choice of Law and Venue
15. These Terms and Conditions, and all questions with respect to the interpretation of these Terms and Conditions, shall be governed by and construed in accordance with the internal laws of the State of Maryland, without regard to conflict of laws provisions. All Buyers expressly consent to personal and exclusive jurisdiction in the courts of the State of Maryland located in Baltimore County, the United States of America.
16. In the event that any of the provisions of these Terms and Conditions shall prove to be invalid or null and void, the remainder of the provisions shall not affected thereby.
These Terms and Conditions are drawn up in the English language. If these Terms and Conditions are translated into another language, the English language text prevails.
TERMS AND CONDITIONS
1DEFINITIONS: As used herein, (a) "SELLER" shall mean Abbott Laboratories; (b) "BUYER" shall mean the bidder whose offer is accepted by SELLER; and (c) "ARTICLES" shall mean the items of property declared as surplus by the SELLER.
2DESCRIPTIONS: Any description published for ARTICLES offered for sale is not warranted by the SELLER to be accurate or complete. The SELLER shall not be responsible for any insufficiencies, inaccuracies or omissions.
3DISCLAIMER OF WARRANTY: SELLER MAKES NO EXPRESS WARRANTIES WHATSOEVER, EXCEPT THAT SELLER OWNS THE ARTICLES. NO WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE SHALL BE IMPLIED. The ARTICLES are offered and accepted “AS IS, WHERE IS” and “WITH ALL FAULTS”. The SELLER shall not be responsible for damages of any kind (included but not limited to, direct, incidental of consequential damages) to anyone for any deficiencies or failure of any ARTICLES for any reason. BUYER assumes all risks of loss, after delivery by SELLER and/or upon the commencement by BUYER of the dismantling or other work performed.
4.WARNING OF HAZARDS: BUYER acknowledges that SELLER warns that the ARTICLES may bear or contain hazardous chemicals or other hazardous materials which may be, or may become by chemical reaction or otherwise, directly or indirectly, hazardous to life, to health, or to property by reason of toxicity, flammability, explosiveness or for other similar or different reasons, during use, handling, cleaning, reconditioning, disposal, etc. The BUYER has inquired and received satisfactory information from the SELLER regarding such latent and patent hazards associated with the ARTICLES. BUYER EXPRESSLY ASSUMES ALL RISK OF AND RESPONSIBILITY FOR INJURY OR DAMAGE TO THE BUYER
OR OTHERS BASED ON OR ARISING OUT OF POSSESSION, HANDLING, DISMANTLING OR USE BY BUYER OR BY OTHERS OF ANY SUCH GOODS FOR ANY PURPOSE WHATSOEVER. BUYER agrees to warn of all possible hazards to any persons to whom BUYER resells, contributes, or delivers the ARTICLES, or to any person who may be exposed to their hazards.
BUYER understands and agrees that no change in this broad warning shall bind SELLER. No additional specific warning shall be deemed to limit this broad warning, and if the additional specific warning is inadequate, all of the TERMS AND CONDITIONS herein below set forth shall still apply, even if the inadequacy of the specific warning was due to negligence on SELLER'S part; and no course of action on SELLER'S part shall be deemed to limit this broad warning.
5INDEMNIFICATION: BUYER indemnifies, defends and holds SELLER harmless against any and all liability and damage, including, but not limited to, reasonable attorney's fees arising out of any claim for personal injury, sickness, and death to any persons and for any property damage caused by the ARTICLES or by hazardous chemicals or other hazardous materials on or in the ARTICLES, whether or not due to the negligence of SELLER, during the commencement of the dismantling or other work by BUYER and thereafter following delivery by seller. The word "persons" as used herein, shall be construed to imply both the plural and the singular, as the case may demand, and shall include corporations, companies, associations, societies and municipal corporations as well as individuals.
6REPRESENTATION: The employees or representatives of the SELLER are not authorized to make any statements as to the quality and condition of the ARTICLES being offered for sale, other than the written statements made herein. Buyer acknowledges that any such statement made will not be binding on the SELLER.
7DAMAGES: Any damage done to the SELLER’S property during the removal of ARTICLES sold, including environmental damage, will be the responsibility of the BUYER to repair and remediate.
8LABELS: BUYER shall remove and refrain from making use of any and all of the SELLER’S trademarks, service marks, labels, logos, distinctive markings, and designs that may appear on the ARTICLES or on any packaging materials. Nothing contained herein shall be construed to grant or imply a license to buyer of any such marks, labels, logos, markings and designs.
9TITLES: Title to ARTICLES shall transfer from the SELLER to the BUYER upon proper payment. Payment shall be made and title passed to the BUYER prior to BUYER’S commencement of removal activities from SELLER’S premises. Thereafter, BUYER shall be responsible for the maintenance, operation and disposal of the ARTICLES in accordance with applicable law.
10FORCE MAJEURE: The SELLER shall not be liable for its failure to perform hereunder due to circumstances beyond its reasonable control, including acts of God, fire, flood, riot, war, sabotage, accident, explosion, flood, strike, lockout, injunction, labor dispute, shortage, governmental law, ordinance, rules and regulations, breakage of machinery or apparatus, national defense requirements, whether valid or invalid (including, but not limited to priorities, requisitions, allocations, and price adjustment restrictions), or inability to obtain material, equipment or transportation, and/or any other similar or different circumstances beyond the control of the SELLER preventing the sale, pickup or dismantling of the ARTICLES.
11PAYMENT: Prior to dismantling or removal of ARTICLES, BUYER shall make payment by bank wire transfer or cashier’s check, or other certified funds acceptable to SELLER, unless alternate terms are mutually agreed upon. Should the BUYER fail to comply with the payment terms, the SELLER may terminate the sale.
12SALES TAXES: BUYER agrees to pay, at the time of sale, all applicable sales or use taxes or other taxes, charges, or fees required to be paid or collected by SELLER by reason of this sale, or to provide SELLER with a valid exemption certificate. In the event that BUYER either fails to pay the tax or other charges as agreed to above or fails to provide a valid exemption certificate, BUYER agrees to indemnify, defend and hold SELLER harmless from any liability and expense by reason of BUYER'S failure.
13SHIPMENT: It shall be the responsibility of the BUYER to arrange the shipment and to perform any preparation for shipment (boxing, skidding, payment, etc.), unless SELLER agrees in writing to other arrangements. Additionally, the BUYER agrees to exercise all necessary and prudent precautions to insure all loading and transportation will be performed in a manner that does not interfere with or jeopardize the facilities in or adjacent to the ARTICLES being removed. BUYER shall comply with all applicable State and Federal Laws and Regulations, including OSHA requirements, and all safety rules set forth by the SELLER while on the SELLER’S property.
14FAILURE TO PERFORM: If ARTICLES are not removed by the BUYER within the stated timeframe, (i) such ARTICLES shall be deemed abandoned by the BUYER, (ii) BUYER shall forfeit all monies paid to SELLER for the purchase of such ARTICLES, including any rigging costs, and (iii) BUYER shall forfeit the right to purchase such ARTICLES. In addition, BUYER shall be responsible for all damages suffered by SELLER, including, but not limited to, any dismantling, transportation, storage or other costs, including attorneys’ fees, incurred by SELLER as a consequence of BUYER’S failure to remove such ARTICLES. SELLER reserves the right to offer the ARTICLES for sale and to recover the difference, if any, in the bid price and the price paid by the new purchaser.
15GOVERNING LAW: This Agreement shall be governed by and shall be construed according to the laws of the State of Illinois as if executed and to be performed wholly within the State of Illinois. All actions, legal or other, instituted by BUYER under this Agreement must be filed in a federal or state court located in Illinois.
16INSURANCE: BUYER shall provide and maintain, and shall require each contractor or subcontractor (regardless of tier) to provide and maintain, minimum insurance coverage with carriers satisfactory to SELLER as specified below for any work to be performed on SELLER’S owned or leased property. A copy of BUYER’S insurance certificate shall be submitted to the Manager of Investment Recovery prior to commencement of work and must name Abbott Laboratories as an “Additional Insured” (To be shown in the Special Instructions section of the certificate G.L. 2010). All insurance certificates must evidence that the policy shall remain intact for the period during which the BUYER shall require access to SELLER’S facilities.
|(3)||Commercial General Liability, including Public Liability, Bodily||$5,000,000 combined single limit per occurrence and annual|
|Injury and Property Damage||aggregate|
|(4)||Automobile Liability (covering owned and non-owned vehicles),||$1,500,000 combined single limit per accident|
|Bodily Injury and Property Damage|
17RIGHT OF ACCESS: SELLER may, at its own discretion, restrict any or all access to SELLER’S facilities by the BUYER without prior notice. SELLER shall not be liable for any loss the BUYER may experience as a result of restricted access.
18ENTIRE AGREEMENT: These TERMS AND CONDITIONS contain the entire agreement and understanding between the SELLER and the BUYER as to the ARTICLES and supersede all prior agreements, commitments, representations, and discussions between the SELLER and the BUYER pertaining to the sale of the ARTICLES.
19ARBITRATION: Any claim, dispute or controversy arising out of or relating to any interpretation, construction, performance or breach of these TERMS AND CONDITIONS shall be resolved by final and binding arbitration in accordance with the procedures set forth on exhibit “A” hereto. Such proceeding shall be conducted in Chicago, IL, before a single arbitrator to be agreed upon by the parties. The decision of the arbitrator shall be final, conclusive and binding on the parties. Judgment may be entered on the arbitrator's decision in any court having jurisdiction.
20MODIFICATION: BUYER understands and agrees that (a) no modification or waiver of these “TERMS AND CONDITIONS” shall be effective unless made by an authorized representative of SELLER in writing addressed to BUYER and specifically referring to this document; (b) no course of action on the part of SELLER shall be deemed to modify these "TERMS AND CONDITIONS"; and (c) SELLER'S acknowledgment of acceptance of anything in writing from BUYER which is in conflict with these "TERMS AND CONDITIONS" and any subsequent delivery of ARTICLES shall not constitute a modification or waiver of these "TERMS AND CONDITIONS".
|LCPP 5600-2||Effective By Date: 25-Feb-2008||Page 1 of 1|