DADE AUCTIONS, INC. Seller Terms and Conditions for Auctions

SUMMARY

DADE Auctions, Inc. is an auction website for used heavy equipment specifically in the waste, salvage, and recycling industries, that enables sellers to list and advertise their items for sale to a global audience of buyers. The actual contract for sale is directly between sellers and buyers. DADE Auctions, Inc. is an auction website for promoting equipment for sale.

You warrant that the Equipment listed is free and clear of any known or unstated liens or encumbrances, unless specifically noted in the listing information, and agreed to by DADE Auctions.
You acknowledge that DADE Auctions may charge the buyer a Buyer's Premium
You agree to pay DADE Auctions a listing Fee for the successful sale through the services offered by DADE Auctions
You agree that the auction contract creates a binding obligation upon you as a seller to perform according to the terms of the agreement
You agree that the condition of the Equipment is as stated, and you will notify DADE Auctions immediately if there are any material changes

The following terms and conditions (the "Terms") apply to any auction listing agreement between you and DADE Auctions, Inc. (each a "Sales Agreement", collectively with the Terms, the "Agreement") and are in addition to the terms and conditions set out in the Sales Agreement.

These Terms are as follows:

A. Seller Terms and Conditions for DADE Auctions Online Auctions.

B. General Fees for Equipment transactions.

Please ensure you review each and every section relevant to your Agreement. Unless otherwise defined in these Terms, capitalized words have the meanings provided in the Sales Agreement.

A. Seller's TERMS AND CONDITIONS FOR DADE AUCTIONS ONLINE AUCTIONS
These Terms were last revised on February 09, 2022.

1. Notice, Governing Law, Contracting Party. DADE Auctions, Inc. is the online auction contracting entity, and is located at 1789 Indian Wood Circle, Suite 250, Maumee, Ohio 43537. The governing law and venue for the transaction is the State of Ohio, County of Lucas, United States of America, and the currency is in USD only. Any notice sent shall be sent to the attention of the Legal Counsel at the notice address for DADE Auctions, Inc. with a copy to legal@DADEauctions.com . Any legal action arising from or relating to this Agreement shall be litigated exclusively in the State of Ohio, County of Lucas, and the parties irrevocably acknowledge to such jurisdiction for the resolution of such disputes. Any legal action brought by DADE Auctions, Inc. arising from or relating to this Agreement shall be litigated exclusively in the State of Ohio, County of Lucas, or, at the sole discretion of DADE Auctions, Inc., any jurisdiction in which the Seller maintains a place of business, assets or an agent for the service of process, and the parties irrevocably acknowledge to such jurisdiction for the resolution of such disputes. Where applicable, the parties irrevocably waive the right to demand a trial by jury in any dispute arising from or relating to this Agreement.

2. Auction Agreement Limitation Period. YOU AGREE THAT ANY CLAIM YOU MAY BRING ARISING OUT OF, OR RELATED TO THIS AGREEMENT MUST BEGIN WITHIN SIX MONTHS AFTER THE DISPUTE AROSE, AND IF NOT COMMENCED TIMELY SHALL BE PERMANENTLY BARRED .

3. Creation of Lien . In addition to any other rights or remedies available to DADE Auctions, this Agreement MAY create a lien and charge upon the Equipment and may be registered under any applicable personal property security legislation as may be in effect from time to time and entitles DADE Auctions to seize and retain possession of the Equipment as security for, and to sell the Equipment to recover, all sums owing hereunder. The creation of this lien may be triggered by a Seller default on payment and/or performance under the terms of this agreement.

4. Seller's Representations and Warranties . The Seller represents and warrants that:

(a) the Equipment is, and on the date of sale will be, owned by the Seller free and clear of any and all registered and unregistered and unknown liens, security interests, taxes or duty obligations or other encumbrances or contrary claims whatsoever ("Encumbrances"), except as set out in any applicable schedules or listings;

(b) the Equipment is in good operating condition, free of material defects, except as disclosed to DADE Auctions on the applicable Schedule or Listings ;

(c) the Seller is solvent and has not made, nor is it aware of, any assignment of the Equipment, or rights to the Equipment, proposal or other proceeding for the benefit of its creditors;

(d) the description of the Equipment is accurately described on the applicable Schedule or Listing, and in the case of all motor vehicle Equipment, such Equipment has never been re-built, glidered, or salvaged, unless and except as disclosed to DADE Auctions, and described in the listing agreement;

(e) all odometer and hour meters on the Equipment reflect actual mileage or usage unless otherwise disclosed to DADE Auctions on the applicable Schedule or Listing of the Sales Agreement;

(f) the offering for sale, or advertising or selling of the Equipment will not contravene or infringe upon any patent, copyright, trademark, agreement or similar right of any third party;

(g) the Equipment has not been modified or tampered with in any manner that would be contrary to applicable legislation, or misleading to a potential buyer, including, but not limited to, tampering with emission control devices;

(h) the Equipment has not been fraudulently obtained, is not stolen or counterfeit; and

(i) the Seller and its signatories are legally authorized to enter into this Agreement and to complete and deliver all applicable Schedules of Equipment.

6. Auction Buyers Premium. You acknowledge that DADE Auctions may charge buyers ("Buyers") a 10% (ten percent) transaction fee based on the selling price of each item.

7. No Buybacks or Price Manipulation . You shall not bid or make an offer, directly or indirectly, nor allow any other person to bid or make an offer on your behalf, by agency or otherwise, on the Equipment or any part thereof. In the event of price manipulation or a buyback, DADE Auctions may, at its sole option:

(a) ban you from future use of the auction website

(b) cancel any involved transaction(s); and

8. Additional Auction Services We May Provide. You may request any of the services outlined in the applicable Section in association with the sale of Equipment, and you agree to pay all fees due for services completed. The cost of the services will be deducted from amounts otherwise due to Seller when available. Otherwise, service fees will be invoiced directly to Seller.

9. Auction Right of Set-Off. DADE Auctions may, in its discretion, apply any proceeds from the sale of the Equipment towards any outstanding amounts otherwise due and owing to DADE Auctions in connection with any purchases, deficiencies or services rendered by DADE Auctions.

10. Specific Performance . In addition to any other remedies that may exist, for listings on the auction website, if you cancel a listing within two weeks prior to the listing opening time or if you fail to have the Equipment available for transportation no later than one business day following the creation of a Binding Obligation (as defined below) with the Buyer, you hereby acknowledge and agree that

(a) the damages to DADE Auctions' business reputation, brand and customers are significant and irreparable,

(b) an adequate remedy at law for such breach is inadequate, and

(c) DADE Auctions may seek enforcement of this Agreement by means of specific performance or injunction, without any requirement to post a bond or other security, and you waive all rights to object to such an application.

11. Indemnification.

11.1 Indemnity. You will defend, indemnify and save DADE Auctions, its subsidiaries and affiliates, and each of their officers, directors, shareholders, employees and agents, harmless against any and all claims, demands, suits, actions, causes of action, damages, costs or charges whatsoever arising from:

(a) any breach of the representations, warranties or covenants set out in this Agreement;

(b) any hazardous materials associated with the Equipment or contamination resulting from any leakage, spills, or malfunction of the Equipment;

(c) any deficiencies in the provision of documents required for the purpose of titling or registering any part of the Equipment by any purchaser thereof;

(d) any encumbrances against or defects in title to, or taxes or customs duties payable in respect of, the Equipment or any part thereof;

(e) any deficiency in compliance with any applicable environmental rules or regulations;

(f) your improper use of the auction website;

(g) any tax, cost or expense arising from your failure to satisfy any laws or regulations in relation to a transaction; and

(h) any negligence, unlawful act, or willful misconduct by you in connection with the Agreement.

11.2 Notice and Control of Claim . DADE Auctions shall promptly notify you in writing of any threatened or actual claim or demand and reasonably cooperate with you to facilitate the settlement or defense thereof. You shall have sole control of the defense or settlement of any claim or demand, provided that DADE Auctions, at its option and expense, may participate and appear on equal footing with you. You shall not settle any claim or demand without the written consent of DADE Auctions.

12 Risk of Loss . The Seller shall be responsible for loss or damage to the Equipment, other than loss or damage arising as a result of the negligence of DADE Auctions, its agents or employees, until the earliest of:

(a) if the Equipment is sold through the Auction website: the removal of the Equipment from Seller's location or other applicable storage location of the Equipment; or

(b) regardless of the venue through which the Equipment is sold, receipt by the Seller of all proceeds from the sale of the Equipment.

The Seller shall insure the Equipment to its fair market value against all perils so that in the event of damage to, or destruction of, the Equipment or any part thereof, all insurance proceeds shall be credited to the gross proceeds of the sale if the sale has completed, regardless of the venue through which the Equipment is sold.

13 Termination, Rescission, and Default . DADE Auctions shall have the right, in its sole discretion, to terminate this Agreement in whole or in part if

(a) there are Encumbrances on or to any Equipment in addition to those that are listed in the Sales Agreement,

(b) your net proceeds are insufficient to discharge creditor claims and pay DADE Auctions' fees after title is cleared,

(d) you are in breach of the Agreement,

(e) you have provided inaccurate, fraudulent, outdated or incomplete information during the registration or listing process or thereafter,

(f) you have violated applicable laws, regulations or third party rights,

(g) DADE Auctions believes in good faith that such action is reasonably necessary to protect the safety or property of other customers, DADE Auctions personnel or third parties, or

(h) termination is required for fraud prevention, risk assessment, security or investigation purposes. In the event of such termination, in addition to any other remedies available to DADE Auctions, you shall pay DADE Auctions

(i) the Listing Fee, if applicable, and

(ii) any costs incurred by DADE Auctions. In addition to the foregoing, in the event of termination as a result of items (d), (e), (f), (g), or (h) of this Clause 13, you shall pay DADE Auctions 25% of the estimated market value of Equipment as determined by DADE Auctions.

14 General. This Agreement contains the entire agreement of the parties and supersedes all previous communications, representations, understandings and agreements, either oral or written, between us. In the event of a conflict between these Terms and the Sales Agreement, the Sales Agreement shall control. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision shall be struck out and the remaining provisions shall continue in full force and effect. The failure by either party to exercise or enforce any rights or provisions of this Agreement shall not constitute a waiver of such right or provision. No partnership, joint venture, or agency relationship is intended or created by this Agreement. In the event of an assignment, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns. To the extent any novation is required for DADE Auctions to assign this Agreement, you hereby appoint the officers of DADE Auctions as your attorney-in-fact to execute all documents necessary to effect such novation. All provisions in this Agreement regarding representations and warranties, indemnification, disclaimers, limitations on liability, and payment obligations for fees incurred prior to the termination date shall survive any termination of this Agreement. Any delay in the performance of any duties or obligations of either party will not be considered a breach of this Agreement if such delay is caused by a labor dispute, market shortage of materials, fire, earthquake, flood or any other event beyond the control of such party, provided that such party uses reasonable efforts, under the circumstances, to resume performance as soon as reasonably practicable.

15 Privacy. Information provided in the Sales Agreement or under these Terms will be retained by the DADE Auctions in accordance with DADE Auctions' Privacy Statement, provided on www.DADEauctions.com/PrivacyPolicy .

16 Trademarks. In connection with the Seller's use of the Auction website, DADE Auctions may use the Seller's name, trademark, logos, service marks and other designations ("Marks") to list the Seller as a reference customer and to advertise, promote and market the Equipment. The Seller grants to DADE Auctions, and represents and warrants that the Seller has a right to grant, a non-exclusive, worldwide license to use, publicly display and perform, reproduce, and distribute the Marks, solely as permitted in this Agreement, including distributing e-mails to potential buyers that incorporate Marks.

17. DADE Auctions Services Provided .

17.1. Services of DADE Auctions. Under the terms of this Agreement, DADE Auctions offers you the use of our Auction website, which functions as a platform on which you can list and advertise Equipment for sale to potential buyers. Each party is acting on its own behalf, and DADE Auctions is not a party to a subsequent binding obligation to sell/buy the Equipment that is entered into between you and the Buyer. Nor does DADE Auctions represent either party in the transaction that results from use of the Auction websites. In consideration of your use of the Auction website for the listing and advertising of Equipment for sale, fees as listed in Section D are payable by you .

17.2. Listing Formats. There are four listing formats available on the Auction website:

17.2.1.     Absolute Online Auction. This is a service where you list and advertise Equipment for sale to the highest bidder who meets or exceeds the opening bid.
17.2.2.     Buy It Now. This is a service where you are able to list and advertise Equipment at a Buy It Now Price.
17.2.3.     Make Offer. This is a service where you are able to list and advertise Equipment for sale to a bidder at the Asking Price or a Negotiated Price.
17.2.4.     Reserve Online Auction. This is a service where you are able to list and advertise Equipment for sale to the highest bidder in a reserved auction website, where you set the Reserve Price (all Equipment with liens or encumbrances that must be paid at transfer of ownership MUST be a reserve auction, with the reserve set at lien payoff PLUS DADE Auctions fees.).

17.3. Commitment to Sell . By entering into this Agreement for use of the Auction website, you agree to an irrevocable offer to sell the Equipment, as applicable,

(a) to a Buyer who is the highest bidder and who meets or exceeds the opening bid, the Reserve Price, or Asking Price, as applicable

(b) to a Buyer who commits to purchase Equipment at the Buy Now Price; or

17.4. Opening Bid and Scheduling. For Online Auctions, DADE Auctions will set the opening bid as requested by the Seller for the Equipment and schedule the listing opening times. For Buy Now and Make Offer listings, DADE Auctions will schedule the listing opening times and set the opening bid per Sellers request: if applicable; you will have the option of setting a buy now price ("Buy Now Price") or an asking Price ("Asking Price"), however, DADE Auctions reserves the right to refuse Buy It Now and Make Offer listings that exceeds 120% of the anticipated Fair Market Value of the equipment. You may lower the Asking Price during a listing period, but you may not add an Asking Price after the opening time. If you have selected to list the Equipment by Reserve, you will have the option of setting a reserve price, not to exceed 120% of estimated market value as determined by DADE Auctions ("Reserve Price"). For auctions of Equipment with liens and encumbrances, the Reserve price MUST be the total payoffs, PLUS all DADE Auctions fees at a minimum. DADE Auctions will determine the period of time that the Reserve listing is published to the website and is available for Buyers to submit bids (the "Reserve Period"). If, at the end of the Reserve Period, the Reserve Price has been met, the highest bid received from a Buyer will be automatically accepted. If the Reserve Price is not met during the Reserve Period, DADE Auctions may elect to re-list the Equipment. All Buy Now and Make Offer listings will be scheduled to run for up to 90 consecutive days, at the discretion of DADE Auctions. The listing period may be extended at DADE Auctions' sole discretion. In the event the Equipment remains unsold, whether on a Buy Now, Make Offer or Reserve listing, after 90 days, (a) the Equipment may be re-inspected and may incur a Re-Inspection Fee and you may agree to reduce the Asking Price or Reserve Price, as applicable, by up to 20% to continue the listing; or (b) you may elect, without penalty, to remove the listing.

17.5. Additional Options. For Make Offer listings and Reserve listings where the Reserve Price is not met, you have the option to

(a) accept bids lower than the Asking Price or Reserve Price (except in cases of Equipment with liens and encumbrances and DADE fees), as applicable;

(b) counter bids lower than the Asking Price or Reserve Price, as applicable, with a higher offer ("Counter Offer"); or (c) reject bids lower than the Asking Price or Reserve Price (except in cases of Equipment with liens and encumbrances and DADE fees), as applicable, at any time during a listing. Counter Offers are valid for up to two business days.

However, only one Counter Offer can be valid at any time; the last Counter Offer you issue supersedes and invalidates any previous Counter Offers. Upon acceptance of the Counter Offer by the Buyer, the listing is closed and you are legally bound to complete the transaction.

17.6. Conclusion of Purchase; Bill of Sale. After the winning bid for a piece of Equipment has been established by DADE Auctions or the Buyer has committed to purchase the Equipment at the Buy Now Price or the Asking Price, the bid or purchase commitment of Buyer will be automatically accepted by you and a binding obligation to purchase and sell between you and Buyer is automatically created ("Binding Obligation"). All applicable terms and conditions of this Agreement shall apply to the Binding Obligation. Further, for Make Offer listings, you may accept or counter an offer below the Asking Price. In the event that you accept an offer or the Buyer accepts your Counter Offer (the "Negotiated Price"), a Binding Obligation is created and all terms herein shall apply. Buyer and Seller will be notified of such Binding Obligation by an email or other notification that is generated automatically by the Auction website. Subject to your receipt of payment for the Equipment, you, at your own expense, shall deliver a bill of sale, if applicable, and such other documentation as may be reasonably necessary to transfer title to the Equipment to Buyer. Unless otherwise agreed, the Equipment listing will only show your DADE Auctions "Seller ID", but not your formal identity, business name and/or address details. This information will only be provided to Buyer at the time a Binding Obligation is reached, unless otherwise directed so by you.

17.7. No Guarantee on Proceeds. There is no guarantee as to the gross proceeds that may be realized from a listing on the Auction website.

17.8. Equipment Availability. Subject to DADE Auctions' receipt of full payment and Buyer's completion of any additional, required documents, you and the Buyer will be notified that the Equipment is available for pick-up via an email that is generated automatically by the Auction website ("Item Release"). You agree to have the Equipment available for transportation, complete with ignition key, if applicable, to the Buyer no later than one business day after a Binding Obligation is created. If the Equipment is not available, you will be subject to pay a Post-Closing Delay Fee of $100 daily. Further, if you fail for any reason to release the Equipment to the Buyer after a Binding Obligation is created, you will be subject to a Seller Default Fee in addition to any other rights or remedies that DADE Auctions or Buyer may have.

18. Equipment Listings . You may not list goods that are illegal to use or possess under any applicable law, rule or regulation. DADE Auctions reserves the right, in its sole discretion, to

(a) refuse to list any piece of Equipment at any time;

(b) withdraw any Equipment listing from the Auction website;

(d) cancel any transaction that it deems to be suspicious or fraudulent and report it to applicable authorities.

The information you provide during the Equipment listing process, combined with any (if applicable) Inspection Report, constitute the listing details for the Equipment (the "Listing Details"). You agree to fully, completely and accurately disclose to DADE Auctions all information relating to the Equipment of which you are aware. Any information (including brand name or other indication of origin or manufacture) that you provide related to the Equipment must be complete and accurate, and you shall be responsible for any inaccuracies, errors or omissions. Equipment listings on the Auction website may not include links to or a description of other items that you may have for sale outside of the Auction website.

19. Inspections; Restrictions on Use .

19.1. Equipment Inspections. For all requested inspections, you agree to permit DADE Auctions and/or its authorized representatives to test (if applicable) and inspect each piece of Equipment at a time and place specified in the Sales Agreement or as otherwise mutually agreed. If requested, DADE Auctions shall produce an inspection report ("Inspection Report") for each piece of Equipment inspected by DADE Auctions or its agents. DADE Auctions inspections are solely for the purpose of reporting on the visible condition of the Equipment's major systems and attachments. DADE Auctions inspections are NOT intended to detect latent or hidden defects or conditions that could only be found in connection with the physical dismantling of the Equipment or the use of diagnostic equipment or techniques. Your failure to properly maintain the Equipment from the date of inspection until its removal from your location by Buyer will void the inspection. If you alter or perform repairs or other maintenance to the Equipment after the inspection, another inspection may be required, and you may be subject to a Re-inspection Fee.

19.2. Ownership of Inspection Report. The Inspection Report is the sole and exclusive property of DADE Auctions. Except as expressly stated, nothing in this Agreement shall be deemed to grant to any other party, by implication, estoppel or otherwise, license rights, ownership rights or any other intellectual property rights in the Inspection Report. You cannot use the Inspection Report for any other purpose without the prior written approval from DADE Auctions.

19.3. Restrictions on Use of Equipment. From the time you provide listing details to DADE Auctions or an inspection is performed by DADE Auctions until the Equipment is removed from its location by or on behalf of Buyer following creation of a Binding Obligation, you may not operate, lease, rent, modify or alter the Equipment, unless agreed to specifically in the listing agreement, with prior approval from Dade Auctions. In addition to any other rights and remedies that DADE Auctions may have, a breach of this provision prior to the creation of a Binding Obligation for the Equipment may result in either of the following:

(a) DADE Auctions may remove the Equipment from the Auction website and charge you a Removal Charge; or

(b) DADE Auctions may continue with the listing in which case if the Equipment was inspected previously by DADE Auctions, you must have the Equipment re-inspected and pay DADE Auctions a Re-Inspection Fee. If the Equipment was not inspected, you must supply updated Listing Details to DADE Auctions and pay DADE Auctions an additional Listing Fee.

In the event a breach of this provision is determined by DADE Auctions in its reasonable discretion, and the Equipment has been sold through the Auction website, the transaction is subject to cancellation and you will be charged a Seller Default Charge in addition to reimbursement of transportation and other costs incurred by Buyer.

20. Disclosure and Payment of Liens . You are responsible for making full disclosure to potential Buyers of all Encumbrances and third-party interests that may exist on or pertain to your Equipment. You will at your own cost and expense warrant and defend title to the Equipment on behalf of the Buyer, its successors and assigns, against the claims and demands of all persons. If required, you shall be responsible for the payment of any independent equipment appraisals and documentation fees required to release such liens. You acknowledge and agree, and hereby authorize, that DADE Auctions may, in its discretion, discharge creditor claims or pay for such appraisals and documentation fees and deduct the amount from the proceeds due to you. If your net proceeds from the sale of Equipment listed on the Auction website are insufficient to discharge creditor claims and costs associated with any appraisals and documentation fees on the Equipment, you are fully responsible for paying the outstanding debt balance immediately upon demand by DADE Auctions.

21. Payment.

21.1 Payment of Proceeds. Once a Binding Obligation is created between you and Buyer, DADE Auctions will generate a third-party invoice that is issued to the Buyer on your behalf. Buyer is responsible for paying you the purchase price for the Equipment upon creation of a Binding Obligation, and you hereby instruct DADE Auctions to facilitate receipt of the purchase price. Further, you hereby grant DADE Auctions the right, in its own name, to enforce your right to payment. You agree that no monies shall be payable to you until paid by the Buyer. Once received by DADE Auctions, any monies due to you, net of any commissions and fees due DADE Auctions as detailed in this Agreement, shall be disbursed within 15 days after creation of a Binding Obligation and receipt of all funds. You hereby consent to DADE Auctions' right to offset any other commissions and fees specified in this Agreement or that result from additional services requested by you, with any remainder to be paid within 15 days following receipt of an invoice. You acknowledge that Buyers may fail to perform or pay on a timely basis and that DADE Auctions shall not have any liability to you for any act or omission of Buyers.

21.2. Taxes. You shall be responsible for the payment of any tax or duty that is your responsibility as a seller of the Equipment.

21.3. Title Transfer Fees; Lien Search Fees. For each unit of Equipment, unless otherwise specified, if applicable, you will pay lien search fees, document administration fees and any other fee applicable as set out in DADE Auctions' standard Fee Schedule detailed in the applicable Section. Document administration fees will cover fees associated with title or registration documents.

22. Your Options After Buyer Default . If the Buyer fails to pay in accordance with the Binding Obligation, the Buyer is considered to be in default. In the event of a Buyer default, you may at your own risk and account rescind the offer to sell to the Buyer after which you may elect any one of the following options:

22.1. Offer Equipment to Second Highest Bidder. If there was more than one bidder for the defaulted Equipment, you may elect to offer the Equipment to the second highest bidder. If the second highest bidder accepts, a Binding Obligation for the Equipment will be concluded by the Auction website, and you will receive proceeds based on that second bidder's highest bid, less any applicable commissions and fees payable to DADE Auctions;

22.2. Re-list the Equipment. You may elect to relist the Equipment in a subsequent online listing within 30 days of the Buyer default without incurring an additional Listing Fee (if applicable). In such case, these Terms continue to apply; or

22.3. Withdraw the Equipment. You may elect, without penalty, to withdraw the Equipment from listing on the Auction website.

23 . Legal Disputes

23.1. DISCLAIMER; LIMITATION OF LIABILITY. “ UNLESS OTHERWISE STATED SPECIFICALLY IN THE LISTING, TO THE FULLEST EXTENT PERMITTED BY LAW, THE AUCTION WEBSITE PROVIDED BY OR THROUGH DADE AUCTIONS IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL DADE AUCTIONS BE LIABLE FOR ANY SPECIAL, INDIRECT, PUNITIVE, COVER, INCIDENTAL OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY, INCLUDING LOSS OF REVENUE, PROFITS, OR BUSINESS, ANY LOSS OF GOODWILL OR REPUTATION, OR THE COSTS OF SUBSTITUTE GOODS OR SERVICES, EVEN IF DADE AUCTIONS OR AN AUTHORIZED REPRESENTATIVE THEREOF HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES”

23.2 . English Controlling Language . All performance under this Agreement and the resolution of disputes shall be conducted in the English language. If a translation of this Agreement into any other language is required by law, the English version will prevail to the extent that there is any conflict or discrepancy between the English version and any translation. If this Agreement is provided to you in a language other than English, DADE Auctions does so solely for your convenience.

B. GENERAL FEES FOR DADE Auctions and EQUIPMENT

TERM	DESCRIPTION
Lien Search Fee (if applicable)	100.00
Lien Release Fee (if applicable, per item)	$100
Bank Wire/ACH Administration Fee (per item)	$25
Title Transfer Fee Document Administration Fee for Equipment (if applicable)	100.00
Removal Charge for Equipment (if applicable)	Listing Fee plus 25% of the greatest of (a) the estimated market value as determined by DADE Auctions; (b) the opening bid or buy now price (as set by DADE Auctions); (c) the Asking Price; or (d) the highest bid submitted on the Equipment to the Auction website. Except, in the event that the Asking Price was met, the commission fee of the final selling price as if the Equipment were sold shall be due.
Inspection and/or Re-inspection Fee (if applicable)	$250.00. DADE Auctions reserves the right to determine the exact amount of the Re-Inspection Fee for any Equipment requiring re-inspection in its sole discretion on a case-by-case basis.
Buyback Charge (if applicable)	25% of the Equipment's closing price for any involved transaction(s).
Post-Closing Delay Charge for Equipment (if applicable)	Charges include, but are not limited to, transportation cancellation or re-scheduling fees, transportation delay fees, hourly or daily average rental cost of equivalent replacement equipment for the Buyer, including loading, unloading and transportation costs. $100 per day. DADE Auctions may assess the Post-Closing Delay Charge at its discretion.
Seller Default Fee/Charge	25% of the winning closing price, plus the Listing Fee (if applicable) and any costs incurred by Buyer and validated by DADE Auctions.