Merrion Pharmaceuticals Ireland - Pharmaceutical GMP Standards, Pilot Processing and R&D Equipment - Auction Sale

AUCTIONEER CONDITIONS OF SALE

The following terms apply to Online Auctions in addition to GoIndustry DoveBid’s General Terms and Conditions.

1.         These Conditions together with those set out in the Notice to Purchasers appearing on the Site, are the only terms and conditions subject to which McKay & Associates Limited (the “Auctioneer”) as agent for the Vendor will sell goods to a purchaser (the “Bidder”). All other conditions, whether express or implied at common law or by statute as are capable of lawful exclusion are hereby excluded.

2.         The Auctioneer may at its discretion or upon the instruction of the Vendor:

(a) Alter or withdraw all or any lots referred to in the sale details up to the close of the sale.

(b) Where a reserve has been placed on any lot, withdraw that lot in the event that the highest bid price does not meet the reserve.

(c) Bid for any lot or lots offered for sale at the Auction.

3.         The Bidder agrees that GoIndustry DoveBid, any GoIndustry DoveBid Group Company or an Associated Auctioneer may participate as sellers in Online Auctions from time to time. The Bidder further agrees that the Auctioneer may at any time and from time to time without notice: (i) discontinue an Online Auction either temporarily or permanently; or (ii) extend an Online Auction beyond the period indicated on the Site.

4.         Subject to the reserve price (if any) being met, each lot shall be sold to the highest bidder and in the event of any dispute arising between bidders such dispute shall be dealt with in such manner as the Auctioneer may in its absolute discretion determine.  The close of a sale shall be indicated on the Site by showing the item as “SOLD” online.  If an Online Auction for a lot closes without the lot being sold, it will show as “CLOSED”, if a lot is withdrawn it will show as “WITHDRAWN”.

5.         Bidding shall be regulated by the Auctioneer in such manner as it may think fit and, without prejudice to the generality of the foregoing the Auctioneer may without ascribing any reason therefore, refuse to accept any bid or may itself bid for the lot in question on behalf of any third party.

6.         The Bidder will pay to the Auctioneer such premium on the sale price (“hammer price") as stipulated in the Notice to Purchasers appearing on the Site and currently at a rate of 16%, to which will be added Value Added Tax (“VAT”) at the current local rate, currently 21%. The premium and the VAT thereon is not negotiable and is payable by all Bidders. VAT may be zero rated only to concerns within the Republic of Ireland with current Section 13 Certification.  The Auctioneer, when acting as agent for the Vendor, may also receive commission from the Vendor.  The Bidder agrees that invoices may be issued in electronic form.

7.         (a) The purchase monies due will be paid to the Auctioneer on or before the date specified in the Notice to Purchasers.

(b) All lots will be cleared by the Bidder from the premises at which they are sold (subject to the conditions set out in clause 8 hereof) not later than the time and date specified in the Notice to Purchasers and this condition shall be of the essence of the contract.

(c) Should the Bidder fail to comply with any of the foregoing requirements the lot or lots which have been knocked down to him or any part thereof may be re-offered for sale, destroyed or otherwise disposed of by the Auctioneer in any manner as it shall in its absolute discretion deem fit, and any deposits paid shall be forfeit.

(d) Without prejudice to any claims that the Auctioneer and/or the Vendor may have against the Bidder for breach of contract or otherwise the Bidder will become liable from the expiration of the time referred to in clause 7(b) hereof for all storage, security and administration expenses and the cost of and incidental to re-selling and/or otherwise disposing of uncleared items.

8.         (a) The Bidder will only remove lots from the Vendor’s premises by previous arrangement with, and subject to the supervision of, the Auctioneer or its appointed representative(s);

(b) The Bidder will not be permitted to remove any lots it has purchased from the Vendor’s premises until all sums due in respect thereof have been paid;

(c) The Bidder will be responsible for the disconnection, dismantling, packing and collection and insurance of the purchased lot(s) at its own expense;

(d) If, in the Auctioneer’s opinion, removal of any lot or part thereof will be likely to cause serious damage to the Vendor’s premises, or any other damage which the Bidder is either unable or unwilling to rectify, the Auctioneer may by notice to the Bidder rescind the sale of such lot or permit the removal thereof from the premises to proceed subject to such conditions as it may think fit to impose;

(e) Should any party claim possession of or title to all or part of a lot prior to its removal from the Vendor’s premises, the Auctioneer reserves the right to rescind the sale thereof or to permit the removal thereof from the Vendor’s premises subject to such conditions as it may see fit to impose; and

(f) At all times, it shall be assumed by the Auctioneer that the Bidder and/or his agents have adequate current insurance for carrying out the type(s) of work at the Vendor’s premises. The Auctioneer may request evidence of such insurance, either directly or on a broker to broker basis.

9.         The Bidder will be responsible for all damage that it, its carriers or its agents may do to the property of any third party (and in particular, to the Vendor’s premises) in removing the lot(s) it has purchased. Should the Auctioneer consider such damage likely to occur, it may require the Bidder to deposit such sum of money with the Auctioneer, by way of security for the costs of reinstating that part of the premises likely to be damaged by the removal of a lot, as the Auctioneer may require. Should the Bidder refuse to deposit such monies, the Auctioneer may refuse the Bidder access to the Vendor’s premises for the purpose of collecting all or any of the lots it has purchased, or rescind the sale of such lot pursuant to clause 8(d) above.

10.        (a) The Bidder is on risk once the sale closes, and is strongly advised to effect insurance at once. Upon the close of the sale, the Bidder shall assume all risks in and relating to such lots. The Bidder is advised to effect in respect of all such risks arising thereafter any insurance it may consider necessary. The duty of the Auctioneer and/or the Vendor to deliver lots shall be deemed performed upon the close of the sale, even if a lot is subsequently damaged and/or part thereof has been lost.

(b) Property in each lot shall not pass to the Bidder until (i) full payment therefor has been made or (where payment or part payment is made by cheque) until the cheque(s) in question have been cleared and (ii) each such lot has been removed from the premises in its entirety.

11.        The Vendor and the Auctioneer shall not be liable in respect of any claim whether in contract or in tort (other than claims in respect of injury to persons arising out of the negligence of the Vendor or Auctioneer) by the Bidder arising out of or in, any way in connection with the sale or purported sale of all or any of the goods for any sum exceeding the amount of the deposit or purchase price (as the case may be) paid by the Bidder in respect of the goods which are the subject of the claim.

12.        All goods are sold with all faults and imperfections and errors of description. Illustrations in marketing material, on the Site or on the Auctioneer’s website are for illustration purposes only. The Auctioneer has used its reasonable endeavours to ensure that the description of each lot(s) appearing on the Site and/or on the Auctioneer’s website or in the Auctioneer’s catalogue are accurate, but the Bidder relies upon such description at its own risk. Bidders should satisfy themselves prior to the sale as to the condition of the lot and should exercise and rely on their judgment as to whether the lot accords with its description. No lots sold in this Online Auction are sold as new. Subject to the obligations accepted by the Auctioneer under these Conditions neither the Vendor, the Auctioneer or its servants or agents is responsible for errors of description or for the genuineness or authenticity of any lot and no warranty whatever is given by the Auctioneer, its servants or agents or the Vendor to the Bidder in respect of any lot and any express or implied conditions or warranties are hereby excluded.

13.        No warranty is given that any lot is of merchandisable quality or is fit for the purpose for which it is intended or that any lot conforms to the Safety Health and Welfare at Work Act 1989 or any other statutory act or conforms to any description, CE Certification or value whether as to the purpose, quantity or quality or otherwise, notwithstanding that the Vendor and their servants or agents may know of such purpose and it is a condition that any such warranty or representation (howsoever arising) is expressly excluded.  Except as may be expressly provided in these Conditions, all warranties, conditions or other terms implied by statute or common law are excluded to the fullest context permitted by law. In particular, Section 55 of the Sale of Goods Act, 1983 (as amended) and the conditions and warranties implied by Section 13,14 and 15 of the Sale of Goods Act, 1983 (as amended). The Bidder agrees and accepts that he is purchasing goods in the course of his business and not in the capacity of a consumer.

14.        The price at which the Bidder purchases each lot will be exclusive of the Bidders premium (payable under clause 6) and VAT. Where the Bidder intends any lot to be exported outside Ireland a refund of VAT on goods may (subject to Irish or EC regulations) be available upon the production by the Bidder of, where applicable, a valid VAT registration number and/or such proof of the export as the Auctioneer may require. VAT charged on the Bidders premium is not refundable by the Auctioneer under any circumstances.

15.        The Vendor and the Auctioneer hereby severally exclude liability for any accident or injury, howsoever arising, sustained by any person or persons who may attend at the premises for the purpose of the sale, inspection, purchase, collection or any other business.

16.        Certain lots may have been included on behalf of other clients in this sale by kind permission of the Vendor.

17.        Delivery of lot(s) purchased by the Bidder (which shall be at the sole expense of the Bidder) may not be required by him outside normal business hours and is to be made in accordance with clause 8(b) above following payment in full. Just allowance shall be made for all relevant contingencies which may arise otherwise than by the negligence of the Vendor or the Auctioneer, and in particular, but without prejudice to the generality of the foregoing, for any suspension or failure of material services, civil commotion, strike or other industrial action, or other impediment to normal delivery outside the control of the Vendor or the Auctioneer. Neither the Vendor nor the Auctioneer shall be required to incur any expense towards overcoming such impediment unless indemnified therefrom and put in funds to meet such expense by the Bidder. The Auctioneer shall not be obliged to take any legal proceedings for the removal of any such aforesaid impediment to delivery of lot(s) which might in its own judgement exacerbate the matter or be detrimental to its own reputation or goodwill.

18.        It is expressly brought to the Bidder’s attention that, at the time of sale, any item of plant, machinery or equipment contained in the lot(s) may not necessarily comply with the Health and Safety at Work Act 1989, as replaced by the Safety, Health and Welfare at Work Act 2005, Environmental Protection Acts or any other Irish and/or EC Act or Acts or Regulations thereunder governing the use of that plant, machinery or equipment in a working environment. Successful Bidders for any such plant, machinery or equipment are hereby required to ensure that the use of any such plant and equipment at a place of work within the Republic of Ireland or the EU or elsewhere does not contravene such relevant Act or Regulation thereunder applicable thereto.  The Bidder undertakes to take steps sufficient to ensure the lot will be safe and without risks to Health & Safety when properly used and thereby relieves the Vendor and Auctioneer from any Health & Safety duties imposed by the Safety Health & Welfare at Work Act 1989 as replaced by the Safety, Health and Welfare at Work Act 2005.

19.        It is expressly brought to the Bidder’s attentions that certain types of plant or main service installations could contain blue or white asbestos, dangerous chemicals, etc. which if not handled correctly during their removal from the site could be in breach of the Safety, Health and Welfare at Work  Act 1989 (No.7 of 1989) as replaced by the Safety, Health and Welfare at Work Act 2005  and the Safety, Health and Welfare at Work (General Application) Regulations 1993 (S.I. No. 44 of 1993 – as amended) or any other current legislations covering the use of such substances in a working environment.

20.        The Bidder must comply with all current legislations and regulations in relation to the removal/disposal of waste including hazardous waste and may be required to satisfy the Auctioneer in relation to their disposal/removal procedures. Where waste materials are removed all work must be undertaken by an approved and licensed contractor.

21.        Where the Bidder loads any item of plant, machinery or equipment contained in a lot or lots to remove it from the site, the Auctioneer shall be under no liability whatsoever to the Bidder or any third party for any damage however so caused by the removal and the Bidder shall be responsible for and indemnify the Auctioneer against any damage or loss which the Auctioneer may suffer or incur in respect of loss, damage or injury suffered by the Bidder’s employees or any third party arising from the removal of the plant, machinery or equipment. The Bidder shall indemnify the Auctioneer against any loss or damage suffered by the Auctioneer which directly or indirectly is attributable to the nature of the plant, equipment or machinery acquired by the Bidder whether through breakage, rust, decay, desiccation, leakage, wastage, inherent or latent defect or vice or nature deterioration.

22.        The Bidder acknowledges that any software or intellectual property rights attaching to a lot or lots may not be the property of the Vendor or capable of transfer by the Vendor and that neither the Vendor nor the Auctioneer is in any way authorising the use by the Bidder of such software or intellectual property rights and that accordingly any use of such software or exploitation of such intellectual property rights shall be at the Bidder’s sole risk. All personal data (if any) contained on or in hardware, equipment or software is not for the use of the Bidder and is subject to the Data Protection Act 1988.

23.        The Bidder agrees to comply with all applicable export or import control or related laws or regulations and not to violate any applicable local, state, national or international law, statute, ordinance, rule or regulation.  The Auctioneer reserves the right to cancel or rescind any sale in an Online Auction at any time if it determines, in its absolute discretion, that the sale does or may violate applicable export or import control or related laws and regulations.

24.        These Conditions shall be governed by and construed in accordance with the laws of Ireland and any disputes will be decided only by the Irish courts. For the avoidance of any doubt, any reference to Ireland, or the Republic of Ireland, excludes Northern Ireland.

25.        Online Auctions conducted by McKay & Associates Limited or auctions conducted live in the Republic of Ireland are conducted under McKay & Associates Limited Auctioneer’s licence, Reference No. S0968A.