Auction Terms & Conditions GENERAL BIDDER TERMS AND CONDITIONS
1. For purposes of these General Bidder Rules, or General Terms and Conditions, the following terms are defined as a matter of convenience:
a. "Assent" means Assent Aeronautics, LLC. and its affiliates, successors, agents/employees, assigns, shareholders, directors and officers.
b. "Lot" means any item identified and made available for sale at an auction event hosted by Assent in whole or in part.
c. "Bidder" means a person or entity bidding upon any Lot at any auction event Assent hosts in whole or in part.
d. “Owner”, "Consignor" or “Seller” means a person or entity consigning a Lot for auction.
e. “Buyer” means any Bidder who successfully bids the highest price, or successfully negotiates the highest price for any Lot.
2. Before bidding on any Lot, Bidder is exclusively responsible for becoming familiar with the auction process.
3. Assent is merely performing an auction service and is not responsible for any Lot's description in any medium, even if the representation is made in a medium owned by, maintained by, or associated with Assent.
4. Bidder is required to register in accordance with Assent's policies and procedures, which may be amended from time to time. Invoicing and titling will be performed pursuant to the information on Bidder's completed registration form, unless Bidder expressly requests otherwise. All Bidder registration fees are non-refundable.
5. Bidder agrees to abide by these General Bidder Rules for the entirety of Bidder's membership period. In the event the General Bidder Rules are revised, Assent will provide notice of the revisions to Bidder prior to the first auction event at which the revised Rules are implemented.
1. All Lots offered are sold "AS IS, WHERE IS." Assent makes no representation and extends no warranty, express or implied, respecting any Lot's condition, genuineness, value, and/or quality. Assent is not responsible for any defect in any Lot. ASSENT HAS NOT INDEPENDENTLY INSPECTED OR TESTED THE LOT AND HAS NO KNOWLEDGE OF THE LOT'S HISTORY OR CONDITION. Bidder has the duty, right, and opportunity to inspect any Lot prior to bidding, and Bidder's participation in the auction of any lot is exclusively premised upon the Bidder's own determinations. Winning Bidders shall accept their Lot(s) with all faults, including, but not limited to, qualitative conditions, defects or imperfections (whether structural, mechanical, cosmetic, latent, obvious, whether mentioned or unmentioned in the Lot description).
2. Bidder releases, waives, and discharges Assent for any and all claims arising out of, involving, or associated with a Lot description. Bidder shall reimburse Assent for any costs and/or expenses (including, but not limited to, reasonable attorneys' fees) that Assent incurs in defending any Bidder's claim arising out of, involving, or associated with a Lot description.
3. Bidder accepts Lot ownership at the gavel fall and immediately assumes all responsibility and liability for the purchased Lot.
4. Assent will deliver Lot titles within thirty (30) days following auction event completion, contingent upon Bidder's payment. Bidder understands and agrees that title processing delays can occur for causes outside of Assent's control. Bidder shall make no claim for damages associated with delays in title processing. Assent is not responsible for damages incurred as a result of any delay in title processing.
5. All Lots are offered for individual sale by their unique Lot number, unless otherwise noted. The auctioneer will ONLY accept bids from registered Bidders. The auctioneer has the right to place a bid for the Consignor up to the Lot's reserve.
6. In matters where the winning bid cannot be determined with certainty, the auction process may be repeated for that Lot. The auctioneer will use reasonable judgment in evaluating Bidders' claims of auction confusion. However, the auctioneer's determination(s) in these circumstances are both final and non-appealable.
7. Assent is not liable for lost, stolen, or damaged Lots, and Bidder shall make no claim against Assent for such loss, theft, or damage, unless the loss, theft, or damage is directly caused by Assent's actions or omissions.
8. Bidder agrees that title to the Aircraft shall pass with the fall of the gavel and the announcement of "Sold" and that Bidder shall enter into the Aircraft Delivery Receipt and other such attached documents part of this agreement to document the transfer of title. At Bidder's sole expense, Assent may arrange for the transport and storage of unclaimed Lots. Lots which remain unclaimed 30 days following the auction event shall be deemed abandoned.
9. Assent will supply an area for Aircraft that do not reach agreeable selling prices so as to endeavor to secure a proper Buyer for the Seller/consignor during the Auction through the “Vectors to Final™” negotiations process, and for twenty-one (21) days after the termination of the Auction. Lots sold during the “Vectors to Final™” negotiated sale process are subject to the same general terms and conditions as Lots sold on the auction block. Upon the arrival of the aircraft to the auction venue, Assent is entitled to its commission on any Aircraft sold up to twenty-one (21) days after the termination of the Auction, including but not limited to the Assent “Vectors to Final Negotiations ™” process.
1. Bidder will present him or herself to Assent to arrange payment for the Lot (including applicable commission, taxes, and fees) within one hour of placing the winning bid. Payment for the Lot shall be made immediately unless the Auction is held on a weekend, in such event payment shall be made by noon on the next business day following the auction. Bidder is prohibited from suspending or deferring payment. Any stop payment order on a purchased Lot, or any payment check drawn upon an account with insufficient funds, shall serve as conclusive, irrefutable proof that Bidder intended to commit fraud at the auction.
2. All purchased Lots are subject to applicable state and local taxes, which Bidder agrees to pay in effecting the Lot's purchase.
3. All balances which remain unpaid seven (7) days after the Lot's purchase date will be subject to interest charges at a rate equal to the higher of either: (i) eighteen percent (18%), or (ii) the maximum allowable by law, with interest compounded daily and calculated retroactively to the date of purchase.
4. In the event of Bidder's default, including, but not exclusive to non-payment, Assent may 1) hold Bidder liable for the Lot's purchase price and sue for specific performance; 2) cancel the sale and retain Bidder's payment as liquidated damages; 3) resell the Lot without reserve at a future Assent auction or by private sale, with, or without advance notice to Bidder, with Bidder remaining liable for any deficiency in resale price, 4) purchase the Lot at the amount of Bidder's bid; 5) take any other lawful action to protect Assent's interest; or 6) charge Bidder's credit card for any amount due Assent and/or Consignor. Bidder is liable for all costs and expenses arising from Bidder's default, including, but not limited to freight, storage, auction entry fees, commissions, reasonable attorneys' fees, court costs, and expenses. In addition to and complementary with the foregoing, Assent shall be afforded the right to offset all costs and expenses arising from Bidder's default from any deposit which Bidder may make in connection with an auction event.
1. BID-INS AND BUY BACKS ARE STRICTLY PROHIBITED. ANY PARTY KNOWING OF A BUY BACK OR OWNERS BIDDING IN SHALL IMMEDIATELY INFORM THE AUCTIONEER. BIDDING ON BE-HALF OF OR IN CONCERT WITH THE SELLER IS STRICTLY PROHIBITED AND SHALL BE GROUNDS FOR PERMANENT SUSPENSION FROM PARTICIPATION IN ASSENT AERONAUTICS AUCTIONS.
2. AUDIO AND VIDEO RECORDINGS OF THE LIVE AUCTION ARE STRICTLY PROHIBITED. ANY PARTY ENGAGING IN THE RECORDING OF THE AUCTION WILL HAVE ITS CREDENTIAL REVOKED AND MAY BE BANNED FROM ATTENDING ANY FUTURE AUCTION.
3. BIDDER (BUYER) COLLUSION: BIDDERS COLLUDING BY AGREEING WITH EACH OTHER TO NOT BID AGAINST EACH OTHER, ALLOWING PRICES TO DECREASE ACCORDINGLY IS STRICTLY PROHIBITED AT ANY AND ALL ASSENT AUCTIONS.
LIMITATION OF LIABILITY
1. IN NO EVENT SHALL ASSENT’S TOTAL, CUMULATIVE, AGGREGATE LIABILITY TO BIDDER/BUYER, WHETHER BASED IN CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHERWISE, EXCEED: (A) THE NET AMOUNT OF INSURANCE PROCEEDS TO WHICH THE SELLER IS ENTITLED, IF ANY, AND (B) FEES (NET OF EXPENSE(S) REIMBURSEMENTS) ACTUALLY PAID BY SELLER TO ASSENT FOR THE AUCTION SERVICES GIVING RISE TO ANY CLAIM. THE SELLER HEREBY WAIVES ALL RIGHTS OF RECOVERY AGAINST ASSENT, AND ASSENT ADDITIONAL INSUREDS, FOR ANY LOSS ASSOCIATED WITH THE SALE, FAILURE TO SELL, OPERATION OF, OR DAMAGE TO, THE AIRCRAFT. IN NO EVENT SHALL ASSENT BE LIABLE FOR ANY INDIRECT, BUSINESS, SPECIAL, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR FOR ANY DAMAGES FOR LOSS OF USE, REVENUE, PROFIT, BUSINESS OPPORTUNITIES AND THE LIKE, OR DEPRECIATION OR DIMINUTION IN VALUE OF THE AIRCRAFT, EVEN IF ASSENT HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH CLAIMS OR DEMANDS. THIS LIMITATION UPON DAMAGES AND CLAIMS IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE
1. Bidder's participation at an auction event constitutes knowledge of, and consent to, the General Bidder Terms and Conditions, even absent Bidder's signature.
2. Bidder agrees that the auction event(s) may be televised (live or on tape-delay), and broadcast to a national or international audience, including, but not limited to, live broadcasts by V1 Media Networks, LLC and its affiliates. By attending the event, Bidder and those attending as Bidder's Guests ("Guests") consent to Assent using Bidder's and any Guest's image, voice, and likeness throughout the universe, in any and all media, in perpetuity. Bidder shall inform Guests of this provision as Bidder deems necessary.
3. If any provision, clause, or part of these Rules, or the application thereof under certain circumstances, is held invalid, the remainder of these Rules shall remain in full force and effect.
4. The Bidder, having had opportunity to consult counsel, irrevocably waives any right to trial by jury in any proceeding arising out of or relating to the auction Lots.
5. These General Bidder Rules shall be governed by, and construed in accordance with, the laws of the State of Texas, without giving effect to any choice or conflict of law provision or rule that would apply the laws of any other jurisdiction. Bidder irrevocably submits to the jurisdiction of the State of Texas, Tarrant County, for any dispute arising out of, relating to in any way, concerning the auction Lots and irrevocably agrees that all such claims shall be there entertained. Bidder irrevocably waives any objection or defense founded on the forum's inconvenience.
6. Acceptance of these General Bidder Rules permits Assent to have future contact with the Bidder. In compliance with any regulations established by federal, state or local authorities, Bidder's participation is an affirmative consent or "opt-in" to Assent's future contact. This consent shall be effective until revoked by Bidder in writing.
7. Sealed Bids: If you are unable to attend the auction, you may submit a signed sealed bid not less than Twenty-Four (24) hours prior to the auction. An auction staff member will then bid on your behalf and the bidding proceeds as if you were in attendance. The staff person will try to secure the lot with the lowest possible bid. The Sealed Bid Form shall be considered part of the Terms and Conditions of this Agreement. By submitting to Assent a signed Sealed Bid signifies Bidder’s agreement to be bound by the General Terms and Conditions of the sale. Sealed bids may not be processed by Assent without a deposit or prior credit approval. All sealed bids must be signed by the bidder before they will be processed by Assent.
8. Telephone Bids: Bidding by telephone is available for qualified buyers. This type of bidding requires Bidder to submit and Assent to receive a signed Telephone Bid Form not less than forty-eight hours prior to the auction along with a deposit on the items to be bid or prior credit approval by Assent. Once the Telephone Bid Form has been approved, the bidder will be telephoned on the day of the auction at the time the lot(s) that the bidder has arranged to bid on comes up for auction. All telephone bidders agree to be bound by the General Terms and Conditions of Sale as well as the Terms and Conditions of Sale as stated on their signed Telephone Bid Form.
9. Sealed Bidders: All sealed bidders and all telephone bidders agree not to hold Assent responsible for any errors or omissions of any kind that may occur during the Bidders sealed and/or telephone bid process. All sealed bidders and telephone bidders agree to indemnify and hold Assent harmless from any loss, damage, error and/or omissions that occur during the auction. All Bidders acknowledge and agree that Assent is to execute all bids on a best efforts basis and that there is no warranty and/or guarantee of any kind as to the success and/or failure of any bids placed in the auction. Successful bidders will be notified and invoiced within 72 hours or less of their successful bids and are required to pay in full the amounts due and owing in keeping with the General Terms and Conditions of the Sale.
10. The terms and conditions of the internet bidding agreement shall be considered incorporated into the General Terms and Conditions of the Sale.
POST AUCTION OBLIGATIONS
1. Bidder agrees that if it is the successful bidder for an aircraft that legal title and risk of loss shall transfer to Bidder at the fall of the gavel and the announcement of "Sold" and that Bidder shall comply with the following post-Auction actions to document the transfer of title: Buyer shall, within two (2) business days of the termination of the Auction, complete the following tasks:
(a) Wire the Purchase Price to Aero-Space Reports (Escrow Agent).
(b) If PPI Pending is selected by Seller, then: (i) Buyer, at Buyer's expense, shall within thirty (30) days, conduct the Post-Purchase Inspection in accordance with the work scope provided by the Seller and attached to this document as Appendix A; (ii) The Seller shall sign the Seller Escrow Hold-Back Authorization (form Exhibit A) denoting the Seller Holdback of the Purchase Price as security for Seller's correction of Post-Purchase Inspection airworthiness discrepancies Such hold-back amount shall be Seller's maximum expense for correction of such airworthiness discrepancies and all correction amounts above the hold-back amount shall be paid by Buyer; (iii) In the event that the airworthiness discrepancies cost less to repair than the amount of the Seller Holdback, or the Post Purchase Inspection and repairs are not completed within thirty (30) days of the hammer date of the auction, the Seller balance of the Holdback Amount shall be released to the Seller.
(c) Deliver the following undated documents to Aero-Space Reports:
(i) Application for Registration (AC Form 8050-1)
(ii) Aircraft Delivery Receipt (form of Exhibit B)
2. DISCLAIMER. EXCEPT FOR SELLER'S WARRANTY OF TITLE, THE AIRCRAFT IS BEING SOLD HEREUNDER ON A COMPLETELY "AS IS" AND "WHERE IS" BASIS. SELLER'S EXPRESS WARRANTIES IN THE WARRANTY BILL OF SALE ARE EXCLUSIVE AND IN LIEU OF ALL OTHER REPRESENTATIONS OR WARRANTIES WHATSOEVER BY SELLER, EXPRESS OR IMPLIED OR ARISING BY OPERATION OF LAW OR IN EQUITY, AND SELLER HAS NOT MADE, AND BUYER HEREBY WAIVES, RELEASES, DISCLAIMS, AND RENOUNCES ALL EXPECTATION OF OR RELIANCE UPON, ANY SUCH REPRESENTATIONS OR WARRANTIES WHATSOEVER, WITH RESPECT TO THE AIRCRAFT OR ANY PART THEREOF, WITHOUT LIMITATION, AS TO THE AIRWORTHINESS, VALUE, CONDITION, DESIGN, MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OF THE AIRCRAFT, AND ANY OTHER REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED (INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY ARISING FROM A COURSE OF PERFORMANCE OR DEALING OR USAGE OF TRADE). BUYER HEREBY WAIVES ANY AND ALL RIGHTS, CLAIMS, AND REMEDIES OF BUYER AGAINST SELLER, EXPRESS OR IMPLIED OR ARISING BY OPERATION OF LAW OR IN EQUITY, ARISING FROM ANY SUCH REPRESENTATION OR WARRANTY OR FOR ANY LIABILITY, CLAIM, OR REMEDY FOR LOSS OF OR DAMAGE TO THE AIRCRAFT, FOR LOSS OF USE, REVENUE, OR PROFIT WITH RESPECT TO THE AIRCRAFT, OR FOR ANY OTHER DIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES WHATSOEVER.
3. Buyer Taxes. Buyer shall be responsible for, and shall indemnify and hold Seller harmless against, all taxes, duties or fees assessed by any federal, state or local taxing authority, including all personal property taxes, business and occupation taxes, excise taxes, sales/use or similar taxes, value added taxes, air navigation, overflight and landing charges (including Eurocontrol charges) and any duties, fees or claims assessed or levied against the Aircraft and penalties or interest thereon (collectively, "Taxes") as a result of the sale, purchase, delivery, registration, ownership or use of the Aircraft, except for Taxes measured solely by Seller's net income. In the event applicable law requires Seller to collect any such Taxes from Buyer, Buyer shall either timely remit to Seller such Taxes or provide to Seller a certificate of exemption in compliance with applicable law evidencing Buyer's exemption from such Taxes.
4. Cape Town Registration. The parties acknowledge that the transaction that is the subject of this Agreement is subject to the Convention on International Interests in Mobile Equipment and the Protocol to the Convention on International Interests in Mobile Equipment on Matters Specific to Aircraft Equipment (collectively, the "Cape Town Convention"). Buyer and Seller shall each take any and all actions necessary, at each party's own cost, to establish an account on the International Registry as a Transaction User Entity, appoint an Approved Administrator User, and designate Escrow Agent as its Professional User Entity with respect to the transaction contemplated by this Agreement to comply with the Cape Town Convention. At Closing, Seller will consent to the registration described herein in accordance with the Cape Town Convention
5. Aircraft Insurance. Buyer shall obtain aircraft hull and liability insurance immediately following the fall of the gavel.
6. Assignments of Warranties and Support Programs. Seller shall assist with the transfer and assignment of any transferable service and maintenance contracts and plans with respect to the Aircraft, its engines, and the APU, to Buyer, at Buyer’s sole cost and as expressly requested by Buyer. Seller shall also assign (to the extent assignable) all of its rights with respect to any other repair or maintenance agreements or programs relating to the Aircraft, at Buyer’s sole cost. With respect to the manufacturer’s warranties in effect for the Aircraft.
7. Buyer’s Representations and Warranties. Buyer represents and warrants to Seller as follows (which representations and warranties shall, unless otherwise stated, be deemed made on and as of the Closing Date):
(a) Power and Authority. Buyer has all requisite power and authority to execute and to deliver this Agreement and all documents related to it, and to carry out the Transactions.
(b) Due Authorization; Binding Obligation. This Agreement has been duly authorized by Buyer and is valid, binding and enforceable against Buyer in accordance with its terms.
(c) No Conflict. The execution by Buyer of this Agreement and the consummation of the Transactions will not result in a breach of the terms and conditions of, nor constitute a default, nor, to the best of Buyer’s knowledge, violate any agreements, covenants, obligations, licenses or other instruments to which Buyer is a party or by which Buyer or any of its assets may be bound or affected, or any law, regulations or court order applicable to Buyer, including without limitation, any applicable regulations governing the registration of Aircraft.
(d) No Litigation. No litigation or other proceeding before any court, administrative agency or governmental body is pending or, to the best of Buyer’s knowledge, threatened against Buyer, affecting, prejudicing or relating to Buyer’s purchase of the Aircraft.
General Terms and Conditions:
1. Broker’s Commissions. Buyer represents that it has not used or retained the services of any brokers or agents in connection with these transactions, which will become the obligation of the other party.
2. Amendments. The provisions of this Agreement may not be waived, altered, modified, amended, supplemented or terminated in any manner whatsoever except by written instrument signed by an authorized signatory of each party hereto.
3. Assignment. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns, but this Agreement may not be assigned in whole or in part by either party without the prior written consent of other.
4. Agreement Negotiated. The parties are sophisticated and have been represented or had the opportunity to be represented in connection with the negotiation and performance of this Agreement. Consequently, the parties do not believe that any presumptions relating to the interpretation of contracts against the drafter of any particular clause should be applied in this case and, therefore, waive their effects.
5. Headings and References. The division of this Agreement into Sections, and the insertion of headings, are for convenience of reference only and shall not affect the construction or interpretation of this Agreement.
6. Counterparts. This Agreement may be fully executed in any number of separate counterparts by each of the parties hereto, all such counterparts together constituting but one and the same instrument and may be exchanged by telecopy transmission, provided executed originals are forwarded by mail or courier to the respective parties
7. Cooperation. Each party hereto agrees to execute any and all further documents and writings and perform such other reasonable actions which may be or become necessary or expedient to effectuate and carry out the Transactions.
8. Entire Agreement. Buyer and Assent agree that the terms and conditions of this Agreement, including all exhibits hereto, constitute the entire agreement between the parties.
9. Third-Party Beneficiary: Bidder acknowledges that, upon its successful bid on an Aircraft at the Auction, the Seller of such Aircraft shall be regarded as a third-party beneficiary of the contractual provisions of the Bidder Registration and these Bidder General Terms and Conditions.
11. Import/Export. In the event that the Aircraft being sold at auction is not a United States registered aircraft with an “N” registration number, the Seller and Buyer Agree to enter into an “Addendum to Consignment Agreement” outlining the process by which the Aircraft shall be:
1) De-registered from its current registry;
2) Registered on the United States Civil Aircraft Registry;
3) Issued a United States Certificate of Airworthiness;
4) Exported from its country of origin; and
5) Imported to the United States.
Seller User Terms
Bidder User Terms