Pharmaceutical Processing & Packaging Equipment (Available for Immediate Sale) (UNUS1029)
Date Starts 3
Inspection details: By appointment only
Payment type: Wire Transfer
In addition to the auctioneer’s terms and conditions, all buyers must accept the seller’s terms and conditions. In the event of any conflict between the seller’s terms and conditions and the auctioneer’s terms and conditions, the seller’s terms and conditions take precedence. At seller’s request, buyers must produce a valid export licence as a condition of the sale of the assets.
Currency: United States Dollars
Sales agent: GoIndustry-DoveBid (Shanghai) Co. Ltd
Specific sale terms & conditions:
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.
Seller’s Terms and Conditions
The buyer acknowledges and agrees that:
(i) all Assets are being sold “as is, where is and with all faults”;
(ii) all Assets are sold without representation or warranty, express or implied, of satisfactory quality, merchantability or fitness for any particular purpose or any warranty that the use of the Assets will not infringe or violate any patent or other proprietary rights of any third party, or as to the nature, quality, quantity, value or condition of the Assets or their suitability for any use;
(iii) the Seller’s or Auctioneer’s employees and/or agents and/or sub-contractors are not authorized to make any representations concerning any of the Assets unless previously confirmed by Seller in writing and, in agreeing to purchase any Asset, the buyer acknowledges that it does not rely on, and waives any claim for breach of, any such representations to the extent not confirmed to it in writing by Seller;
(iv) the Seller takes no responsibility for any possible residual contamination in any Assets;
(v) the buyer indemnifies Seller and its Group (as defined below) against all claims in respect of any loss, injury or damage sustained by any third party arising from the sale to the buyer of the Asset or the use by the buyer of the Asset, however caused;
(vi) the Seller shall have the right to require the buyer of an Asset or its servants, agents, contractors, representatives, officers, or employees to be removed from the premises at which such Asset is located for the purposes of its collection after Release (as defined below) (the “Sale Location”) if such buyer, or its servants, agents, contractors, representatives, officers or employees, fail to comply with any rules and safety requirements relating to the Sale Location as are communicated to them by Seller or its representatives, or otherwise misconduct themselves or are negligent or incompetent, all in the absolute discretion of Seller;
(vii) it represents and warrants to Seller and Auctioneer that the Asset purchased by it will not be used for any illegal or irreputable purposes, including (but not limited to):
- use in relation to the research, development, manufacture or deployment of Weapons of Mass Destruction (WMD) (see Article 4 of EC Regulation 1334/2000 or relevant subsequent legislation); or
- production or distribution of illicit drugs;
(viii) it represents and warrants to Seller and Auctioneer that, should such buyer ever export the Asset purchased by it from one country to another, such buyer shall check, comply with and obtain all necessary licences for export as are required by applicable legislation, including (but without limitation) EC Regulation 1334/2000 (including subsequent amendments) in the European Union and “UK Strategic Export Control Lists” (the consolidated list of strategic military and dual-use items that require export authorisation) in the United Kingdom, and shall comply with any other trade controls, embargoes or sanctions relating to the intended destination of the Asset, and hereby acknowledges and accepts that neither Seller nor its agents or representatives have offered any representation or warranty in relation to any of the foregoing in respect of the Asset;
(ix) the buyer shall be solely responsible for satisfying itself as to the suitability and safety of the Asset(s) purchased by it for its purposes, and generally;
(x) the buyer shall indemnify Seller and its Group against all liabilities, losses, demands, damages, costs, claims, expenses and interest made against or suffered or incurred by Seller or its Group arising out of or in connection with the buyer’s operations on the Sale Location (whether premises of the Seller or of any third party) pursuant to the process relating to the buyer’s purchase of an Asset and including costs to repair any damage caused to property by the buyer or its representatives when removing and collecting an Asset from the Sale Location, and the buyer acknowledges that Seller and each member of its Group has reserved and is entitled to exercise the right to bring a claim under this indemnity and shall also be entitled to enforce the rest of these Terms and Conditions as if it were a party to them;
(xi) in the event of loss or destruction of the Asset once a contract in respect of the buyer’s purchase of the Asset has been entered into (“Contract Formation”), and prior to Release (as defined below) in respect of that contract, the contract shall be deemed rescinded and any purchase monies paid by the buyer under its terms shall be reimbursed to it and such reimbursement shall be the sole remedy of the buyer in such circumstances;
(xii) once Contract Formation has occurred, the Seller’s obligation to complete such contract and thereupon release title to and possession of such Asset (“Release”) shall be conditional upon the buyer satisfying in full the following conditions (each a “Condition” and together the “Conditions”):
(a) payment of the full price thereof, together with value added tax or other sales tax, and the buyer’s premium, together with any value added or other sales tax thereon, attributable to the sale (“Gross Receipts”) in cleared funds, to Auctioneer by the date stipulated in the Notice to Purchasers, or as otherwise agreed between the Seller and the buyer; and
(b) where specified in the description of the Asset and/or in the Notice to Purchasers, production by the buyer to the Seller of a valid export licence and associated and/or other necessary documentation as so specified, within such period following Contract Formation as the Seller shall agree with the Buyer in question through liaison with Auctioneer;
(xiii)Seller may rescind the sale of the Asset to the buyer upon expiry of the period for production of a valid export licence referred to above, and where Seller wishes to extend such period, it shall notify Auctioneer which shall in turn agree such extension with the buyer and the Seller;
(a) where such an extension of such period is agreed and granted by the Seller, it may not rescind the sale of the Asset during such period for failure to produce a valid export licence but may always, notwithstanding any other provision of this Agreement, rescind the sale of any Asset(s) if, acting reasonably, it considers that to sell the Asset to the buyer would in any way adversely affect the reputation of the Seller and/or other members of its Group or it has any other reasonable concern regarding reputational and/or legal or regulatory compliance issues, the use to which the buyer may put the Asset(s) in question and/or reputational and/or legal or regulatory compliance risks for the Seller and/or any other member of its Group associated with selling the Asset to the buyer;
(b) within 2 working days from but excluding the date on which all the relevant Conditions are satisfied, Seller shall instruct Auctioneer in writing including by email, to issue a notice confirming such satisfaction (“Release Notice”) to the buyer, and Auctioneer shall issue such Release Notice to the buyer within 2 working days following (and excluding) the date of delivery to it of the Seller’s set instructions, setting out:
(1) the date and time the Asset shall be available for collection by the buyer (which shall be agreed between the Seller and the buyer as a result of liaison by Auctioneer) (such date and time to be no later than 30 days from (and excluding) the date the Release Notice is issued by the Seller to Auctioneer);
(2) a requirement that the buyer:
A) put in place adequate insurances in respect of the Asset and its rigging, de-installation, removal and shipping from the Sale Location, from the date and time of its collection, and so collect, rig, de-install and remove and ship the Asset from such Sale Location at the date and time set out in the Release Notice for collection using such personnel as it agrees with the Seller in writing in advance through liaison with Auctioneer; and
B) upon the Seller’s request, forthwith provide it with evidence of such insurances, to the Seller’s reasonable satisfaction;
(c) where any Condition referable to the sale of the Asset is not satisfied by the buyer in accordance with the above terms, Seller may instruct Auctioneer to rescind the sale and Auctioneer shall thereupon:
(1) serve notice of such rescission upon the buyer as soon as possible; and
(2) thereupon repay to the buyer any Gross Receipts received from such buyer in relation to such sale (and such repayment of Gross Receipts shall be the buyer’s sole remedy in such circumstances);
(d) other than as set out above and at paragraph (xiv) below, the Seller shall only be entitled to rescind the contract relating to the sale of an Asset if:
(1) after service by Auctioneer of the Release Notice, such buyer fails to comply with the same within the time provided within it, or any longer time period agreed between the Seller and the buyer as a result of liaison by Auctioneer; and
(2) after Auctioneer, upon being so instructed by the Seller, serves further notice upon the buyer, requiring it to so comply within 5 working days following the date of such further notice, and the buyer nevertheless fails to so comply;
and thereupon the said contract shall be deemed rescinded, and Auctioneer shall within 2 working days:
A) return to the buyer the amount of Gross Receipts for the Asset(s) in question received from the buyer less Auctioneer’s entitlement to Commission and Buyers Premium and any applicable VAT or other sales taxes thereon;
B) account for any VAT or other sales taxes in conformity with applicable regulations and/or legislation.
Payment of such amount shall be the buyer’s sole remedy in such circumstances.
For the avoidance of doubt, the Seller shall not receive or retain any sums paid by the buyer where a sale is rescinded.
(xiv) Seller may rescind the sale of any Asset(s) at any time prior to Release if, acting reasonably, it considers that to sell the Asset to the buyer would in any way adversely affect the reputation of the Seller and/or other members of its Group or it has any other reasonable concern regarding reputational and/or legal or regulatory compliance issues, the use to which the buyer may put the Asset(s) in question and/or reputational and/or legal or regulatory compliance risks for the Seller and/or any other member of its Group associated with selling the Asset to the buyer. If the Seller so rescinds the sale of any Asset(s), the buyer shall be entitled to a refund of the Gross Receipts received from the buyer in relation to such Asset and such refund shall be the buyer’s sole remedy in such circumstances;
(xv) the Assets are being sold subject to the GoIndustry DoveBid General Terms and Conditions and the GoIndustry DoveBid Auctioneer Terms and Conditions into which these special terms and conditions have been incorporated by reference. In the event of conflict between these special terms and conditions and the GoIndustry DoveBid General Terms and Conditions and the GoIndustry DoveBid Auctioneer Terms and Conditions, these special terms and conditions will take precedence;
(xvi) Auctioneer is entering into this sale and purchase agreement as sales agent for the Seller, and no third party (other than a member of the Seller’s Group) shall have any right to enforce its terms;
(xvii) the buyer of any Asset shall be solely responsible for rigging, de-installing, removing and shipping the Asset purchased by it from the Sale Location, but shall be obliged to use one of the Seller’s preferred suppliers to undertake this work, and the costs of carrying out such work shall be solely borne by the buyer. Under no circumstances shall Auctioneer or Seller be responsible for anything associated with the rigging, de-installing, removing or shipping, and neither Auctioneer nor the Seller assumes any risk for loss, damage, acts or omissions of such riggers, de-installers, removers and/or shippers, the agreement for the services of whom shall be directly between the buyer and the said riggers/shippers, regardless of whether they were referred to the buyer by the Seller or Auctioneer;
(xviii) neither Seller nor Auctioneer 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 Auctioneer 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 Auctioneer the buyer’s premium paid by the buyer, in each case in respect of the goods which are the subject of the claim. Nothing in this paragraph shall limit or exclude liability for death or personal injury resulting from the negligence of the Seller or the Auctioneer or their respective employees or agents. Notwithstanding any contrary provisions in these Terms and Conditions, neither the Seller nor the Auctioneer limits or excludes it liability in respect of fraud, any breach of section 12 of the Sale of Goods Act 1979 or any other statutory or other liability which cannot be excluded under applicable law.
(xix)“Group” shall mean in respect of the Seller, the Seller and its Affiliates. “Affiliates” shall mean any person that directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with the Seller. “Control” and with correlative meanings, the terms “controlled by” and “under common control with” shall mean (i) the power to direct the management or policies of a person, whether through ownership of voting securities or by contract relating to voting rights or corporate governance, resolution, regulation or otherwise or (ii) to own 50% or more of the outstanding voting securities or other ownership interest of such person.