REM, LLC (Restaurant Equipment Movers).pdf

Auction Consignment Agreement – Terms and Conditions

Contract Definitions:

REM, LLC : Auctioneer

__________________________: Seller/Owner

Consignors must agree to the following:

1. General:

   1. This Agreement is entered into by and between described Seller and REM, LLC (Restaurant Equipment Movers), LLC (REM, LLC ).

   2.  Seller hereby retains, authorizes, employs, and directs REM, LLC  to act as its Agent in arranging and conducting a public auction of all property listed.

   3. It is understood and agreed that NONE of the property herein listed, shown, or photographed, shall be withdrawn from this Agreement except by the written consent of REM, LLC .

2. Seller’s Warranties: Seller hereby represents and warrants as follows:

   1. The property is accurately and completely described.b.  Unless otherwise specified, the odometer and hour meter readings on the property is correct.c.  Property is free of all liens and encumbrances.

3. Seller’s Duties:

   1. At its own expense, Seller shall deliver property to specified sale location at least 3 days prior to the auction date.

   2. For titled items, titles, bills of sale and/or other documentation required as proof of ownership, must be delivered to REM, LLC ’s office no later than 7 days prior to auction date.  Prior to delivery to REM, LLC , Seller shall properly endorse these titles and documents either by Seller’s signature or a Power of Attorney as necessary to permit any Buyer to register ownership of the property.  Failure to comply will result in removal of such item from the sale.

   3. Repairs, improvements, and/or painting of the property prior to the sale is the Seller’s responsibility.

   4. Seller must ensure that vehicles and equipment have adequate fuel to operate throughout the auction procedures, as well as adequate batteries.     Fuel charge will be $5 per gallon if items need to be refueled.

   5. Seller must provide valid driver license for identification purposes at time of initial consignment.

4. REM, LLC ’s Duties:

   1. REM, LLC  shall arrange for, advertise, and conduct a public auction sale of the property at the auction location and auction date specified.

   2. Unless otherwise noted herein, REM, LLC  shall pay all costs and expenses of advertising, auctioning, clerking and cashiering incurred with conducting the auction sale.TERMS OF SALE:

   3. Owner, at its own cost and expense, shall deliver the Equipment (Exhibit A) to the referenced sale location along with all documents and titles no later than two weeks prior to auction date. By signing this contract the owner acknowledges failure to deliver the equipment will result in a monetary loss to the REM, LLC . If owner fails to perform their obligations under this contract a breach of contract will result in a loss to the REM, LLC  and the owner agrees to reimburse the REM, LLC  the commission based on the fair market value of the equipment. Owner shall make and/or pay for all repairs,improvements, and/or painting of the Equipment done in preparation for sale. Owner hereby agrees that REM, LLC  shall be permitted and authorized to deduct from any and all sale proceeds in its possession, amounts necessary to obtain releases of any liens, claims, or other encumbrances on or against the Equipment including any money owed to REM, LLC . In the event that such proceeds are insufficient to obtain the necessary releases or terminations, Owner shall immediately pay the additional amount necessary to obtain such release. Owner agrees to pay commission rates stated on front of auction contract for all items sold and any “buy back”. REM, LLC  also will be compensated from a buyer's fee up to 15%. Owner agrees that each and every piece of Equipment listed will be offered for sale at the auction site. Owner and REM, LLC  agree that REM, LLC  shall carry out the auction sale in accordance with REM, LLC ’s usual practices and procedures.

   4. Items may not have internet bidding available. The lotting, grouping, and bid increments of Items sold and the order of which items are to be sold shall be at the absolute and sole discretion of the REM, LLC . Owner agrees to pay REM, LLC , for its services in conducting said auction sale of the Equipment. There will be a percentage (see front of contract) of the last bid made and received by REM, LLC , said commission and fees to be due and paid on the day of auction. REM, LLC  will pay Owner the sale proceeds collected from the Auction less the sales commission and any other charges referred to herein upon approval and release of any and all creditors and lienholders within thirty banking days from the date the funds are received from the buyer for each item. In the event of non paying bidder/buyer REM, LLC  shall have the right to resell the item on another auction date (Online or Live) then pay owner within 30 days upon receipt of payment. Owner hereby agrees to sell the Equipment to the highest bidder with no minimum prices and to deliver said Equipment to the purchaser by Bill of Sale free and clear of all encumbrances. Owner hereby nominated, constitutes and appoints REM, LLC  its true and lawful representative for owner and in owner's name and on owner's behalf to sign, execute and deliver all such documents required to transfer title to and permit registration of ownership of the Equipment to and by purchaser thereof in the event that such documents have not been delivered by Owner to REM, LLC  as required. Owner shall not withdraw the Equipment or any part thereof from the auction sale. Owner authorizes REM, LLC  to utilize any part of the Equipment in setting up the auction. The Equipment will be sold to the highest bidder and there will be no guarantee whatsoever by REM, LLC  as to the gross proceeds to be realized from the sale of the Equipment. The Owner or its employees are authorized to purchase items in this sale (in accordance with bidder contract). The REM, LLC / Auction Company may bid on behalf of itself or others. Owner authorizes REM, LLC  to use Owner’s name, trademark or logo in advertising the auction. Miscellaneous items that do not receive a bid may be charged a disposal fee.

5. Terms of Sale and REM, LLC  Commission:

   1. Seller agrees that each and every piece of property listed will be offered for sale at the specified auction location and date with the REM, LLC ’s usual practices and procedures.  The lotting and grouping of the property sold and the order in which it is sold shall be at the absolute and sole discretion of the REM, LLC .

   2. REM, LLC  reserves the right to exclude or withdraw any lot from the sale at his absolute and sole discretion.

   3. Buyer premium collected by REM, LLC  on all items is additional compensation to the REM, LLC  and it is agreed that the Seller has no right to any portion thereof and also that the buyer premium has no effect on the Seller’s commission to be paid to the REM, LLC .

   4. Seller agrees to pay REM, LLC  for its services in conducting the sale and auction of the property at the commission rate specified.  Seller and REM, LLC  signatures verify agreement and acceptance of the commission rate.  Commission is due and payable on the auction day.

   5. REM, LLC  will pay Seller net proceeds on or before 14 banking days after the auction proceeds are collected.  Net proceeds are the gross  sales prices less commission due and any other charges the Seller may have incurred.  REM, LLC  also reserves the right to pay any taxes, liens or attaching creditors from the proceeds, further reducing the net amount due to the Seller.  REM, LLC  will only pay net proceeds on property where proceeds have been collected and REM, LLC  will owe nothing to Seller should REM, LLC , for any reason, be unable to collect proceeds from a sale.  No commissions will be owed to the REM, LLC  on these items, and property will remain in ownership of the Seller.  Additionally, if applicable, REM, LLC  reserves the right to withhold the net proceeds payment of the property sold by Seller until Seller pays in full any amount due to the REM, LLC  on items purchased by Seller.

   6. Your seller commision rate charge is 12% for each item price over $2500. AND 15% commission rate is charged to each item price $2500 or less. AND all items charged an additional $500/ item (lot).

6. Risk of Loss: All risk of loss or damage to the property shall remain with the Seller until such time as payment is received for the property and new Buyer takes possession.  Seller should maintain insurance against such loss or damage.  REM, LLC  shall not be responsible for any damages to or loss of the property.

7. Indemnification of REM, LLC : Owner hereby agrees to indemnify and defend REM, LLC  against all suits, actions, costs (including attorney fees and expenses), or charges whatsoever arising from or relating but not limited to (a) any false or incorrect representations or warranties contained herein or for any breach of the Owner’s obligations thereunder including but not limited to any inaccuracies in the description of Equipment or items or (b) the condition of Equipment. All risk of loss or damage to the Equipment shall remain with the Owner until such time as the payment is received for the Equipment and such sums are disbursed to Owner. Owner should maintain insurance against such loss and or damage. REM, LLC  shall not be responsible for any damages to or loss of the Equipment. Any dispute Virginia law will prevail in Fairfax County court.

8. Miscellaneous: This Agreement represents the entire agreement between REM, LLC  and Seller.  This Agreement replaces all prior agreements, whether written, oral, or implied.  This Agreement shall be binding on the Seller for all property placed in future auctions with REM, LLC  unless Seller executes a new Agreement.  This Agreement is binding upon the parties hereto and their heirs, successors and assigns.  The parties herein acknowledge and agree that this Auction Agreement and all transactions contemplated by this Agreement shall be governed by,construed and enforced in accordance with the Laws of Connecticut without regard to principles or conflicts of laws.  Any changes must be in writing and signed by both Seller and REM, LLC .  Both Seller and REM, LLC  agree that, should a dispute arise relating to the performance or breach of any part of this Agreement, and a settlement cannot be reached between the parties, the matter will be resolved in a Hartford County, Connecticut court jurisdiction.  In the event REM, LLC  is required to take any action to enforce the terms of this Auction Agreement,REM, LLC  shall be entitled to recover all of its reasonable attorney’s fees and all its costs and expenses.  Reasonable attorney’s fees shall include those fees incurred

   1. before, during and after litigation, including those incurred in attempting collection without litigation;

   2. in the litigation at all trial and appellate levels;

   3. in any bankruptcy proceedings; and in any postjudgment proceedings.

The undersigned (the “Owner”) hereby instructs “REM, LLC ” to sell, as agent of the Owner, the Equipment set out in Exhibit A below together with additional items (the “Equipment”) delivered to the auction site by the Owner. In consideration of REM, LLC . agreement, by its acceptance hereof, the undersigned Owner and Guarantor each and together engage REM, LLC  on the terms and conditions hereof, at REM, LLC s discretion and expense, to advertise, conduct, REM, LLC  and clerk an auction sale of the Property and Equipment set out hereafter and on the reverse hereof agree to those terms and conditions. Complete an accurate description of the Equipment and any encumbrances and liens thereon or contrary interests therein are as follows:

EXHIBIT A Attached Additional Items Worksheet (Exhibit A)

DESCRIPTION - Year, Manufacturer, Model, Serial Number, Detailed Description

I solemnly declare that I am the Owner or Owner’s Agent of the Equipment/Property hereof and as such have knowledge of the matters set out in this Auction Contract and that the representations and warranties made herein are accurate. I have read and agree to this contract and will make any reasonable concessions to facilitate the sale of these items.  The seller  will also compensate REM, LLC  any fee charged to on site and internet buyers. I understand that any monies owed to REM, LLC  for purchases or any other reason may be withheld from proceeds including commission charge for any “buy back”. Owner bound by these terms.The Equipment is completely and accurately described as set out In Exhibit A. Owner is now the beneficial owner of the Equipment and the Equipment is not subject to any claim by any person or to any registered or unregistered charges, liens or interests of any nature or in any way arising excepting only as fully set out in Exhibit A. The Equipment is not subject to the collection or attraction of any taxes, liens or claims of any authority of competent jurisdiction of any kind and nature,notwithstanding any past, present or future use to which the Equipment may have been, presently is or hereafter may be put. Owner is the true owner of the Equipment with full right and authority to sell such Equipment. Except as specified on this contract, the Equipment is free and clear of all liens,encumbrances, or claims by any other persons.

OWNER INFORMATION: (Print)

Company__________________________________________________________________________________

Name__________________________________________________________________________________

Address_____________________________________________________________________________

City/State/Zip_______________________________________________________ ___________________________

Tel____________________________________________ Fax____________________________________

Email______________________________________________________________________________

LIEN HOLDER: (List If Applies)

Name/Contact/Phone

_______________________________________________________________________________________________________________________________________

Owner or Registered Agent’s Signature Printed Name Date

REM, LLC . Alexandria VA 22314

Email:auctionagreement@restaurantmovers.com  

Main Phone: (888) 539-8440

REM. LLC Auction

Alexandria, VA 22314

Signature of seller:

________________________________________________________  Date:   _____________

Accepted by/Date:_________________________________________

Auction Start Contract Date: __________________________________