Electronic Manufacturing Exchange #161 Auction - North America

1.         The services provided by the relevant GoIndustry DoveBid Group Company (“Auctioneer”) are governed by these Terms and Conditions.  By participating in this auction, you consent to be bound by these Terms and Conditions as well as by any additional terms that may be imposed by the seller or announced at the auction, included within the Notice to Purchasers and/or set forth on individual asset lot pages.  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.

2.         All potential buyers must register online at www.go-dove.com.  Auctioneer may, in its sole discretion, deny registration to any person or entity.

3.         All assets in the auction shall be sold to the highest bidder; provided, however, that some assets may be auctioned with minimum reserve prices, and/or subject to seller’s right of confirmation.  The reserve price may be decreased by the Auctioneer or seller at any time before or during the auction. The reserve price may be decreased to the level of the highest Autobid if that bid is below the current reserve price with the effect that the highest Autobid may be accepted. Auctioneer 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 item being offered or that Auctioneer believes was made illegally or in bad faith. Further, Auctioneer, may bid at the auction either for its own account or on behalf of a third party (including on behalf of sellers but, if on behalf of sellers not at or in excess of the reserve price).  In the event of a dispute among buyers, Auctioneer may, in its sole discretion, either accept what it deems to be the final bid or solicit further bids on the item in dispute.  All sales are final.  No returns or refunds will be permitted, unless authorized by the seller in writing.

4.         In the event of any dispute concerning the winning bid price for an asset, the record kept by Auctioneer shall control.

5.         Buyers shall examine or inspect items prior to the day of the auction.  ALL ITEMS ARE SOLD AS IS, WHERE IS AND WITH ALL FAULTS.  NEITHER SELLER NOR AUCTIONEER MAKES ANY WARRANTY, EXPRESS OR IMPLIED, AS TO THE NATURE, QUALITY, VALUE OR CONDITION OF ANY ASSET.  AUCTIONEER AND SELLER EXPRESSLY DISCLAIM ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.  Assets are intended to be sold without software, if any is applicable.  In the event that a seller's software is included in an asset sale, notwithstanding the disclaimers set forth above, Auctioneer makes no representations or warranties regarding the buyer's right to use such software, as to the performance of the software, its non-infringement or otherwise.  In such circumstances, Auctioneer recommends that buyer contact the software manufacturer directly to resolve any such issues. 

6.         Auctioneer relies on information about assets in the auction provided by the seller.  Auctioneer undertakes no investigation of that information, and makes no representation or warranty concerning the truth or completeness of that information.  Photographs are provided solely for the buyers' convenience and shall not be construed to create representations or warranties of any kind pertaining to the assets.  Buyer acknowledges that it has had the opportunity to inspect all assets prior to tendering its bid and waives any and all claims against Auctioneer and/or seller relating to asset photographs or descriptions.

7.         A discounted buyer's premium of 16% of the bid price will be added to the purchase price for each lot 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 Auctioneer’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 Auctioneer’s invoice.

8.         Collection of applicable taxes will be in accordance with the laws of the jurisdiction in which the purchased asset is located.

9.         Each successful buyer must pay a 25% deposit toward the purchase price immediately following the successful bid.  Buyers expressly authorize Auctioneer to use their credit card to satisfy the deposit amount.  If a buyer fails to make a timely deposit, Auctioneer and the seller may resell the items in question without notice.  Full payment of the purchase price is due at the earlier of (i) 48 hours after the buyer has received an invoice, or (ii) the close of business on the third business day after the auction but in any event by the Payment Date set out in the Notice to Purchasers.  Without limiting the foregoing, full payment of the balance of the purchase price is due 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 tax) within the time specified by Auctioneer or otherwise fails to comply with these Terms and Conditions, Auctioneer and the seller will retain the deposit as liquidated damages without notice.  Auctioneer and the seller reserve the right to resell such items without notice, and the defaulting purchaser shall be liable to Auctioneer and seller for any resulting deficiency, including costs incurred in storing and reselling such assets.  In the event of such resale, the defaulting purchaser shall be liable to Auctioneer and seller for any resulting deficiency, including costs incurred in storing and reselling the assets in question.

10.        Auctioneer accepts the following methods of payment: cash, cashier’s check, and wire transfer made payable to Auctioneer also will accept a company check if it is accompanied by a letter from the company’s bank guaranteeing payment in full, without condition and upon demand. Auctioneer will also accept VISA®, MasterCard®, American Express® if so indicated in the Notice to Purchasers.

11.        By participating in an auction, each buyer represents, warrants and covenants that (i) it shall not misrepresent its ability to close the transaction pursuant to the terms and conditions of sale, (ii) it has the capacity to close the transaction, (iii) it has actual authority to enter a bid, and to enter into an agreement to purchase the item, and (iv) any bid it makes on an item constitutes an irrevocable offer to buy the item for the full amount of the bid.

12.        Auctioneer may, in its discretion, offer the assets for sale by the piece or by the lot.  In addition, Auctioneer may augment an auction with assets from various sellers.  These assets may be interspersed throughout the auction.  The seller has the right to remove assets from the auction either before or after bidding has completed.  In the event of a removal after bidding has been completed, the purchaser’s sole remedy shall be the refund of any purchase price actually paid.

13.        Auctioneer will announce any additions to or deletions from the catalog on the day of the auction.  Auctioneer and the seller assume no responsibility for, and make no representations or warranties concerning, descriptions of assets contained in marketing materials for the auction.  It is the buyers’ obligation to verify such descriptions prior to the auction.

14.        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 realize 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. 

15.        Auctioneer will announce the removal, or "check-out" in the Notice to Purchasers. Auctioneer 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 items. 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 in the Shipping Information section of Auctioneer’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. Auctioneer reserves the right on any sale to require that all buyers utilize the services of the movers/shippers/riggers to those listed on Auctioneer’s website under “Directory of Shippers” and/or those listed on the sale website as “exclusive, approved” for a particular auction.  The buyer shall restore and repair all real and personal property that is altered or damaged as a result of the removal of purchased items. If the buyer does not remove an item within the announced check-out period, Auctioneer and the seller may, in their sole discretion, deem the item to have been abandoned by the buyer and the buyer will have no further rights with respect to the item. Notwithstanding the foregoing, Auctioneer and the seller reserve the right to charge the buyer for the costs of storage beyond the check-out period.

16.        Buyers acknowledge that an auction site or the seller’s 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 such 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.  Buyers shall so advise their agents and employees.  No person shall have any claim against Auctioneer, the seller or their respective agents or employees for any injuries sustained or for damages to or loss of property that may occur at such site.

17.        International Statutory Compliance Exclusion.   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.  

The Buyer undertakes to (i) 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 (ii) 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.

18.        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. 

19.        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.

GoIndustry DoveBid
July 2011


Additional Terms

NOTE:  All non-US buyers agree, as a condition to participation in the auction, that in the event buyer desires to export the purchased asset, the buyer will be the Foreign Principal Party in Interest and assumes full responsibility for 1)  determining any U.S. export license requirements, 2) obtaining the appropriate U.S. export license or other U.S. export authorization, if any, and 3) reporting proper U.S. export statistics and/or carrying out any customs formalities for the export of the items from the United States purchased from Hewlett-Packard Co.