“Knocked Down” or “Knock Down” means that Grindstaff has acknowledged, and confirmed, the Winning Bid. (Also, “Struck Off” or “Strikes Off”).
“Lot” means each individual item or grouping of personal property put up at one time by Grindstaff.
“Low Estimate” means an amount that Grindstaff anticipates that a Lot may bring at the low end of a spectrum of possible bids. The Low Estimate, if used, is not a valuation or appraisal, and cannot be relied on as such.
“No Sale” occurs if a Lot is put up at the Auction but is not Struck Off or sold, and Grindstaff passes on such Lot, withdraws the Lot, or declares a No Sale of the Lot.
“Online Auction Platform” means any hardware and/or software utilized to conduct the Auction online and to facilitate online bidding, including any associated, adjunct, and/or complementary websites, services, premiums, and promotions. Grindstaff may utilize one or more Online Auction Platforms.
“Online Auction Platform Provider” means the provider of an Online Auction Platform and related services. Grindstaff may utilize one or more Online Auction Platform Providers.
“Online Bidding Period” means any established period during which online bids may be tendered.
“Private Sale” means an event in which a Lot is sold (or gifted) by the Seller, or on the Seller’s behalf, other than at the Auction.
“Private Sale Price” means the fair market purchase price of a Lot paid, or agreed to be paid, at a Private Sale in an arms-length transaction between the Seller and the purchaser. If a Lot is sold through a Private Sale for less than its fair market value, or in a transaction that is not an arms-length transaction, or is gifted by the Seller, the Private Sale Price will be an amount equal to the fair market value of the Lot in an arms-length transaction.
“Purchase Price” means an amount equal to the Hammer Price plus the Buyer’s Premium.
“Reserve” or “With Reserve” means that property put up at auction may be withdrawn by Grindstaff and/or bids may be rejected by Grindstaff prior to the Fall of the Hammer. It is not necessary for there to be a Reserve Price for an Auction to be With Reserve. UNLESS SPECIFICALLY AND EXPRESSLY STATED OTHERWISE BY Grindstaff IN WRITING, ALL LOTS ARE BEING SOLD WITH RESERVE.
“Reserve Price” means the minimum price that Seller is willing to accept for a Lot. If a Lot put up With Reserve is subject to a Reserve Price, the Lot will not be Struck Off unless the Reserve Price is met or waived. It is not required for any Reserve Price to be disclosed.
“Struck Off” or “Strikes Off” means that Grindstaff has acknowledged, and confirmed, the Winning Bid. (Also, “Knocked Down” or “Knock Down”).
“Winning Bid” means the highest bid received and accepted (and if Subject to Seller’s Confirmation, confirmed by Seller).
“Winning Bidder” means the Bidder who is recognized by Grindstaff as having made the Winning Bid.
“Without Reserve” means Absolute.
Bidder Registration; Bidder Qualification. YOU must register to bid. Grindstaff may establish such Bidder Registration requirements and Bidder qualifications as Grindstaff determines, in its discretion, to be reasonably necessary or appropriate. In order to register to bid, YOU must provide such information (including identifying information and qualifications) as requested by Grindstaff. Grindstaff may refuse to accept a Bidder Registration from any potential Bidder, may refuse to grant bidding privileges to any potential Bidder, and may revoke the Bidder Registration or bidding privileges of any Bidder. By registering to bid, YOU represent to Grindstaff that, if YOU are a natural person, YOU are at least eighteen (18) years of age and that YOU are otherwise legally able to enter into a contract. Each entity (i.e., corporation, limited liability company, or other organization) registering to bid represents that it has the power and authority to register, to bid, and to complete the purchase transaction if it is the Winning Bidder. If bids are made by or on behalf of an entity, the entity and any individual making the bid will be jointly and severally liable on account of the bid. YOU acknowledge and agree that YOU have read, understand, and agree to be bound by, these Bidder Terms and Conditions, any and all other terms and conditions posted on the Grindstaff website(s), and the terms and conditions posted on the websites of any Online Auction Platform Provider(s) used by Grindstaff. Grindstaff may, in its absolute discretion, receive bids from a person or entity that has not registered to bid, and/or who has not satisfied all requirements for Bidder Registration, and/or that has not previously been granted bidding privileges, and, by bidding, such person or entity will be bound by these Bidder Terms and Conditions, any and all other terms and conditions posted on the Grindstaff website(s), and the terms and conditions posted on the websites of any Online Auction Platform Provider(s) used by Grindstaff. Bidder qualification provisions are intended for the benefit of Grindstaff and its Seller(s), and create no rights or interests in any other persons, including competing Bidders. Grindstaff and/or its Seller(s) may (but will not be required to) waive any Bidder qualifications, either globally or on a case by case basis.
Auction Conducted in the Commonwealth of Virginia. The Auction is conducted in the Commonwealth of Virginia. All Lots are offered for sale in the Commonwealth of Virginia, and will be Knocked Down or Struck Off in the Commonwealth of Virginia. Notwithstanding the physical location of any Bidder, these Bidder Terms and Conditions are entered into in the Commonwealth of Virginia, all bids and payments are due, and will be received, in the Commonwealth of Virginia, and all contracts between Seller(s) and Buyer(s) are formed and entered into in the Commonwealth of Virginia.
Buyer’s Premium. A non-refundable Buyer’s Premium, or Buyer’s fee, will be charged on all Lots. The Buyer’s Premium, which will be paid by the Buyer to Grindstaff for its own account, will be calculated as a percentage of the Hammer Price for each Lot, and will be added to the Hammer Price to determine the final Purchase Price. The Buyer’s Premium will be ______ percent (%) of the Hammer Price for each Lot, and is earned by (and may be retained by) Grindstaff with the Fall of the Hammer.
Access to Online Auction Platform; Premises. YOU assume all risks associated with YOUR access to the Auction, including the Online Auction Platform, the premises of Grindstaff, and any other physical location associated with Grindstaff or the Auction. Any person may be denied access to the Auction, the Online Auction Platform, and the premises of Grindstaff or any other physical location associated with Grindstaff or the Auction.
Nature of the Auction. Unless expressly stated otherwise in writing, the Auction will be With Reserve. Grindstaff may Withdraw any Lot prior to the Fall of the Hammer on such Lot.
No Bid Retraction. YOU may not retract a bid that has been acknowledged by Grindstaff or that has been submitted online. YOU acknowledge and agree that Grindstaff is acting in reliance on tendered bids in the conduct of the Auction, and that bid retraction is disruptive and interferes with the Auction, and that, as an inducement for, and in consideration for, Grindstaff to accept YOUR Registration and to grant YOU bidding privileges, and for YOU to bid at the Auction, YOU agree not to withdraw or to attempt to withdraw any bid tendered by YOU.
Posted Times. All times are based on the Eastern Standard Time Zone. Posted closing times and time displays are approximate. Grindstaff reserves the right, in its sole and absolute discretion, to close early or extend the Auction.
Handling of Online Bids; Maximum Bid Amounts. YOU may establish a maximum bid amount. Online Bids will ordinarily be initiated at an established opening bid amount or at the next bid increment, which amount may be less than YOUR maximum bid amount. Online bids will automatically be executed competitively up to the Fall of the Hammer (or other termination of the bidding). The receipt and execution of online bids will not create an agency relationship between Grindstaff and YOU.
Relationship of the Parties. Grindstaff is the agent of the Seller(s), and represents the Seller(s) exclusively. Grindstaff is not YOUR agent or representative, and is not acting on YOUR behalf.
Bidding Increments. Grindstaff may establish bid increments, and may modify or change bid increments in its sole and absolute discretion.
Records. Absent clerical errors, the records of Grindstaff will be final and conclusive for all purposes.
Technology Disruptions. Grindstaff will not be responsible for technology disruptions, errors, or failures (including disruptions to bidding or the failure to execute, recognize, or record online bids), whether caused by (i) loss of connectivity, breakdown, disruption, failure of the Online Auction Platform, or otherwise (ii) breakdown, disruption, or failure of YOUR internet connection, computer, or system, or (iii) for any other reason. Grindstaff may, but will not be required to, continue, suspend, delay, extend, reschedule, or close the Auction because of disruptions caused by technology failures, even after bidding has commenced.
Failures by Online Auction Platform Provider and its Affiliates or Contractors. Under no circumstances will Grindstaff be liable for any failure of an Online Auction Platform Provider to perform all or any of its obligations, or for the failure of any affiliates, employees, agents, representatives, or contractors of an Online Auction Platform Provider to perform their obligations.
Auto-Extend Feature. Any Online Bidding Period may include an auto-extend feature. This means that, if an online bid is entered within _ () minutes of the scheduled closing of the established Online Bidding Period, the Online Bidding Period will automatically be extended for an additional _ () minutes, and will continue to be so extended until there is a set period of time that lapses during which no advancing online bids are received, after which bidding will close.
Disclaimer Regarding Online Auction Platform(s). Grindstaff makes no representations or warranties, and disclaims all representations and warranties, (i) that any Online Auction Platform(s) or any related website(s) or technology will be uninterrupted, error free or virus free, (ii) as to the results that may be obtained by using any Online Auction Platform(s) or any related website(s) or technology, or (iii) as to the accuracy, completeness, reliability, security, or current nature of any Online Auction Platform(s), or any related website(s) or technology.
Responsibility for Online Bids. YOU are responsible for all bids transmitted from YOUR computer or from YOUR Bidder Account. If a Winning Bid is sent from YOUR computer or using YOUR Bidder Account, YOU will be the Buyer on certification by Grindstaff.
Winning Bidders Subject to Final Certification by Grindstaff. The final determination of the Winning Bidder is subject to certification by Grindstaff, and any email or electronic message (whether generated manually or automatically) is subject to such certification.
Winning Bid; Buyer. Pursuant to these Bidder Terms and Conditions, the Bidder making the Winning Bid for any Lot, will be the Buyer of the Lot on final certification by Grindstaff.
All Property Sold “AS IS”, “WHERE IS”, and “WITH ALL FAULTS”. ALL PROPERTY IS BEING OFFERED AND SOLD IN ITS “AS IS/WHERE IS” CONDITION AT THE TIME OF THE AUCTION, WITH ALL FAULTS, INCLUDING ANY HIDDEN DEFECTS OF ANY NATURE. NEITHER Grindstaff NOR ANY SELLER MAKES ANY REPRESENTATIONS, WARRANTIES, OR GUARANTEES WHATSOEVER, EXPRESS OR IMPLIED, REGARDING THE NATURE, VALUE, SOURCE, AUTHENTICITY, FITNESS, MERCHANTABILITY, AND/OR ANY OTHER ASPECT OR CHARACTERISTICS OF SUCH PROPERTY. NO STATEMENT ANYWHERE, WHETHER EXPRESS OR IMPLIED, INCLUDING VERBAL STATEMENTS MADE BY Grindstaff, WILL BE DEEMED A WARRANTY OR REPRESENTATION BY Grindstaff OR ANY SELLER. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THERE ARE NO WARRANTIES OF TITLE, NON-INFRINGEMENT, AUTHENTICITY, ORIGIN, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. YOU ACKNOWLEDGE AND AGREE THAT YOU CANNOT RELY ON, AND YOU HAVE NOT RELIED ON, ANY REPRESENTATION, WARRANTY, OR GUARANTY MADE BY ANY SELLER OR ANYONE ACTING AS AGENT OF A SELLER (INCLUDING Grindstaff), ORALLY OR IN WRITING, ABOUT ANY LOT. YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE HAD A FULL AND FAIR OPPORTUNITY TO INSPECT ALL LOTS, AND THAT YOU ARE RELYING SOLELY ON, OR HAVE WAIVED, YOUR INSPECTION AND INVESTIGATION (i) IN DETERMINING WHETHER TO BID, (ii) IN DETERMINING THE AMOUNT OF YOUR BUD(S), AND (iii) IN BIDDING. IT IS YOUR RESPONSIBILITY TO DETERMINE CONDITION, AGE, GENUINENESS, VALUE, OR ANY OTHER DETERMINATIVE FACTORS REGARDING ANY LOT ON WHICH YOU BID.
Bidder’s Inspection; Adequacy of Description and Images. YOU are encouraged to inspect the Lot(s), or to have the Lot(s) inspected by YOUR agent or representative before bidding. By bidding, YOU acknowledge and agree that YOU have had a full and fair opportunity to inspect the Lot(s), and that YOU are relying solely on YOUR inspection and investigation, or that YOU have waived inspection and investigation, and that you have not relied on any statement, representation, warranty, or guaranty made by any Seller or anyone acting as agent or representative of a Seller (including Grindstaff), and any photographs or other images of Lot(s) are adequate for YOUR purposes.
Description of Property. Unless otherwise expressly stated in writing, any description of a Lot is based solely on visual impression only, is given solely for identification purposes, and does not create any warranty, expressed or implied, or representation by Grindstaff.
High and Low Estimates. If and to the extent that High Estimates and Low Estimates are used, they are merely estimates of a spectrum of possible high and low bids on a particular Lot. You may not rely on High Estimates or Low Estimates of a prediction of the Hammer Price or the value of any Lot, or for any other purpose. High Estimates and Low Estimates do not include the Buyer’s Premium.
Announcements. Announcements made, or posted, by Grindstaff on the day of, or during, the Auction are binding and take precedence over any prior advertisements or listings. If the Auction is conducted both online and live onsite, any announcements made onsite will control.
Bidding by or on Behalf of Seller(s). Seller(s) may bid directly, or indirectly, on any Lot, and Grindstaff may place bids on a Seller’s behalf up to the Reserve Price, if any.
Conduct of the Auction. Grindstaff will regulate all matters relating to the conduct of the Auction and the decisions of Grindstaff will be final and binding. Grindstaff will have control over bidding, and Grindstaff will resolve any and all disputes. Grindstaff may, in its sole and absolute discretion, reopen the bidding (but will not be required to) if (i) a bid is made while the hammer is falling in acceptance of a prior bid or while bidding is otherwise being terminated, or (ii) promptly after the Fall of the Hammer or other termination of the bidding Grindstaff is made aware of a bid that was tendered, but went unnoticed, prior to the Fall of the Hammer or other termination of the bidding, or (iii) a technology disruption or failure caused a bid that was tendered, or attempted to be tendered, prior to the hammer from being received or recognized, or (iv) some other bid dispute arises. All sales are subject to final certification by Grindstaff, and there may be occasions in which an Auction may be reopened in its entirety due to technical difficulties or other issues. Any contracts formed with the Fall of the Hammer will be subject to the conditions set forth in this Section. If bidding is reopened pursuant to this Section, the High Bid recognized by Grindstaff prior to the reopening of the bidding will be held, and may not be retracted, and, if no further bids are received, such bid will be the Winning Bid.
Contract of Sale for Personal Property. No additional or further writing will be required to evidence the existence of a contract of sale for any Lot Knocked Down at the Auction regardless of the Purchase Price, and these Bidder Terms and Conditions, together with the records of Grindstaff identifying the Lot, the Purchase Price, and the Buyer, will be conclusive evidence as to the terms of the sale. These Bidder Terms and Conditions will be incorporated into and made a part of each contract between a Buyer and a Seller.
Title. If YOU are certified as the Winning Bidder on a Lot, YOU will be contractually obligated to pay the Purchase Price for that Lot. Notwithstanding rules for the passage of title to onsite Bidders, title and ownership of Lots will not pass to online Bidders who are not physically present at the Auction site at the time of the Auction, or to other remote Bidders, until payment is made and clears.
Payment. All Lots must be paid for in-full within ___ (_) days/hours after the close of the Auction. Online purchases must be paid by credit card, certified funds, or by wire transfer; provided, however, that any online purchases in excess of __________________ Dollars ($_____) must be paid by certified funds or wire transfer unless other arrangements acceptable to Grindstaff are made.
Delivery; Sales Tax. All Lots will be delivered to YOU at Grindstaff’s location in Hanover County, Virginia or at the Auction Site in the Commonwealth of Virginia as indicated on Grindstaff’s website. YOU may designate, appoint, and empower an agent to accept delivery of YOUR purchases in the Commonwealth of Virginia and to arrange for shipment or delivery of YOUR property to a location designated by YOU. Unless an exemption recognized by the Virginia Department of Taxation applies, all purchases are subject to Virginia state sales tax, and any local sales tax charged by a municipality within the Commonwealth of Virginia. Sales tax will be collected at the point of sale and remitted to the Virginia Department of Taxation and to any local taxing authorities.
Pick-up and Removal; Shipping; Insurance. YOU are responsible for pick-up and removal of Lot(s) purchased by YOU. Pick-up and removal dates and times will be as posted or announced by Grindstaff. Unless otherwise agreed, YOU are solely responsibly for the disassembly, rigging, removal, shipping, and transportation of each Lot purchased by YOU. Disassembly and removal must be done in a workmanlike manner, and YOU will indemnify and hold harmless both Grindstaff and Seller(s) against any and all damage caused by YOU or YOUR employees, agents, representatives, or independent contractors in connection with the disassembly or removal of any Lot(s). Any and all damage, including, without being limited to damage to land or buildings, caused by YOU or by YOUR employees, agents, representatives, or independent contractors, will be repaired by YOU, or at YOUR expense, to the satisfaction of Grindstaff and Seller(s). Any Lots shipped to YOU will be via a shipment contract free on board at Grindstaff’s location in Hanover County, Virginia or at the Auction Site in the Commonwealth of Virginia as indicated on Grindstaff’s website. Possession and risk of loss will pass to you at the point of shipment in the Commonwealth of Virginia. YOU are responsible for insuring all Lots purchased by you.
All Sales Final. ALL SALES ARE FINAL. NO REFUNDS OR RETURNS.
Failure to Pick-up or Arrange for the Delivery; Abandoned Property; Storage. Any Lot(s) not shipped or otherwise removed within ___ (_) days after the Auction will be deemed abandoned to Grindstaff, even if paid for, and YOU will give up all rights with respect to such Lot(s). Subject to applicable law, beginning ________ (_) days after the Auction, and continuing until the removal or other disposition of any Lot(s) not been picked-up or removed, a storage charge in the amount of _____________ Dollars ($_____) per day will accrue, and Grindstaff will have a possessory lien against such Lot(s) that may be executed on in order to satisfy such storage charges.
No Credit Card Chargebacks. YOU agree that such YOU will not, under any circumstances, initiate a credit card chargeback with respect to any purchases at the Auction. YOU further agree that if, in violation of these Terms and Conditions, a credit card chargeback is initiated, these Bidder Terms and Conditions will be conclusive evidence of YOUR agreement not to initiate a credit card chargeback; and YOU acknowledge and agree that on the presentation of these Bidder Terms and Conditions to the bank, credit card company, or other financial institution that issued the credit card on which charges were made, such bank, credit card company, or other financial institution will reverse or deny any credit card chargeback, and will re-credit all amounts to or for the account of Grindstaff. If, in violation of these Bidder Terms and Conditions, YOU initiate a credit card chargeback, even if successful, YOU will remain liable for all purchases made at the Auction, and YOU will be responsible for all costs and expenses, including attorneys’ fees, incurred by or on behalf of Grindstaff and/or any Seller(s) in challenging the credit card chargeback and in collecting payment. YOUR agreement not to initiate a credit card chargeback is a condition to YOUR Registration as a Bidder, and for the privilege of bidding at the Auction, and is being made as an inducement for Grindstaff to accept YOUR Registration and to permit YOU to bid at the Auction. Grindstaff is relying on YOUR agreement not to initiate a credit card chargeback in accepting YOUR Bidder Registration and in permitting YOU to bid at the Auction.
Claims. Unless otherwise provided in writing, after a Lot has been picked-up or removed by YOU or on YOUR behalf, no claims or returns will be allowed and there will be no adjustments or rescissions.
Third-Parties and Subsequent Purchasers. Grindstaff has no relationship with any third-parties or subsequent purchasers of Lot(s), and no third-party or subsequent purchaser may rely on any statements or descriptions made by Grindstaff, nor will Grindstaff have any liability to such persons or entities. YOU agree to indemnify Grindstaff and to hold Grindstaff harmless from and against any and all claims made by third-parties or subsequent purchasers of any Lot(s) purchased by YOU.
Buyer’s Remedies; Bidders/Buyers Not Entitled to Incidental or Consequential Damages. To the extent that YOU may be entitled to any remedies in connection with the Auction, the sole and exclusive remedy available to YOU is a return of the Purchase Price actually paid. Under no circumstances will Grindstaff or the Seller be liable for incidental or consequential damages, including, without being limited to lost profits or reduced productivity. YOU, further, acknowledge and agree that YOU are not entitled to specific performance or other equitable relief.
Seller’s Remedies. If YOU breach any obligations under these Terms and Conditions or under a contract with a Seller, such property may be resold and YOU will be responsible for any and all damages, including any deficiency or reduction in the Purchase Price, along with incidental damages.
Private Sale. YOU agree not to enter into a Private Sale transaction with the Seller(s) of any Lot(s) prior to or during the Auction. If YOU enter into a Private Sale transaction with the Seller(s) of any Lot(s) prior to or during the Auction, or within _ () days after the Auction (for any Lot(s) not Struck Off at the Auction), Grindstaff will be entitled to receive an amount equal to its full Commission and Buyer’s Premium (calculated as a percentage of the Private Sale Price), together with reimbursable expenses; and YOU and the Seller will be jointly and severally liable to Grindstaff for the payment of such amounts.
Waiver. Certain provisions of these Bidder Terms and Conditions are for the exclusive benefit of Grindstaff and/or Seller(s). Such provisions (including, without being limited to, Bidder registration and qualification requirements, payment terms, removal and delivery terms, and inspection terms) do not create, and will not be deemed to create, any benefits or rights in favor of any other persons, including competing Bidders, and may not be enforced by any other persons. Either globally or on a case by case basis Grindstaff and/or Seller may (but will not be required to) waive any provisions of these Bidder Terms and Conditions that are intended for the benefit of Grindstaff and/or Seller.
Indemnification. YOU agree to indemnify Grindstaff, and to hold Grindstaff harmless, with respect to any damages claimed in connection with the Auction or purchases made at the Auction and with respect to any subsequent sale of Lots.
Email List; Agreement to Receive Email. YOU agree to be added to the email list maintained by Grindstaff. Each email Grindstaff sends will have an unsubscribe link at the bottom of the email. YOU agree not to report any email sent by of on behalf of Grindstaff as spam.
Governing Law; Jurisdiction; Venue; Waiver of Jury Trial. These Bidder Terms and Conditions will be governed by and construed in accordance with the laws of the Commonwealth of Virginia, including its statutes of limitations, but without regard to its rules governing conflict of laws. All claims, disputes, and other matters between the parties will be brought in the state or federal courts sitting in and for Hanover County, Virginia, which courts will have exclusive jurisdiction, and will be the exclusive venue, for any and all such claims, disputes, and other matters. YOU irrevocably and unconditionally (i) agree that any claim, suit or cause of action relating to these Bidder Terms and Conditions, or the transactions contemplated hereby, will be brought in the state or federal courts sitting in and for Hanover County, Virginia; (ii) consent to the jurisdiction of such courts for any such claim, suit or cause of action; (iii) waive any objection to the laying of venue of any such claim, suit or cause of action in such courts; and (iv) waive any objection to the bringing of such claim, suit or cause of action in such courts on the grounds of inconvenient forum. YOU WAIVE THE RIGHT TO A JURY TRIAL.
Attorneys’ Fees. If YOU breach YOUR obligations under these Bidder Terms and Conditions, Grindstaff and/or Seller(s) will be entitled to recover all costs and expenses, including attorneys’ fees incurred in enforcing their respective rights hereunder.
Acceptance of Bidder Terms and Conditions. YOU acknowledge and agree that YOU have read and accepted these Bidder Terms and Conditions.