Surplus to the Ongoing Operations of a California EV Battery & Advanced Energy Systems Manufacturer

BidItUp, LLC
Bidder’s Binding Contract

Definitions

• Agreement: This document is the BidItUp, LLC Bidder’s Binding Contract and governs all terms of participation in the auction.

• Auctioneer: BidItUp, LLC, acting as the auctioneer, seller, or legal owner of LOTS during the auction process.

• Bidder: The individual or entity (e.g., sole proprietor, partnership, corporation, trustee, agent, etc.) who places a bid is electronically agreeing to these terms and conditions and is authorized by the Auctioneer to participate in bidding.

• Buyer’s Premium: A percentage added to the winning bid price. For example, with a 20% Buyer’s Premium, a $100 bid results in an invoice total of $120, plus applicable sales tax.

• Lots: Any items offered for bidding by the Auctioneer.

• Owner: The legal owner of any item offered as part of a Lot.

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Bidder Responsibilities Regarding Bids

• All bids placed are final, binding, and cannot be rescinded or altered under any circumstances.

• By placing a bid, the Bidder affirms that they have fully reviewed the terms of the auction and accept that every bid represents a binding contractual obligation.

• The Auctioneer will not accept claims of accidental bids or bidding errors; it is the Bidder's sole responsibility to review and confirm their actions prior to submitting a bid.

Key Terms

1. Auction Conduct:

   • This auction will adhere to the terms in this Agreement. Changes, amendments, or announcements by the Auctioneer may supersede these terms and will be posted on www.biditup.com or announced during the auction.

2. Buyer Beware:

   • All Lots are sold “AS IS, WHERE IS” with no warranties, expressed or implied, regarding condition, fitness for purpose, or merchantability.

   • It is the Bidder’s responsibility to inspect Lots before bidding.

3. Reserve Auction:

   • This auction is conducted with reserve, and the Auctioneer reserves the right to bid on Lots and accept or reject bids at its sole discretion.

4. Description Accuracy:

   • Descriptions, advertisements, and invoices are for informational purposes only and may change without notice.

   • Bidder agrees to rely solely on their inspection and investigation of Lots and not on Auctioneer-provided descriptions.

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Buyer Default Clause

• In the event of default by the Bidder, including failure to make payment or remove Lots within the specified timeframe, the Auctioneer reserves the right to resell the Lots or dispose of them at the Bidder’s expense. The Bidder shall be responsible for all associated costs, including but not limited to storage fees, disposal fees, and legal expenses.

No Refunds or Returns

• There are no refunds, returns, or exchanges of any kind. All sales are final.

Responsibilities and Liabilities

• Inspection: Bidders are encouraged to inspect Lots before bidding. Failure to inspect does not constitute grounds for cancellation or refunds.

• Binding Contract: A successful bid creates a legally binding contract, and the Bidder is responsible for payment and removal of Lots as detailed in this Agreement.

• Risk of Loss: Once the Auctioneer announces a sale, the Bidder assumes all risks, including theft, loss, or damage. Insurance coverage is recommended.

• Non-Payment Penalties: Failure to pay invoices in full within 24 hours may result in:

  1. Forfeiture of deposits.

  2. Resale or disposal of Lots at the Bidder’s expense.

  3. Additional fees, including a $500 administrative fee per day and legal fees.

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Non-Negotiable Auctioneer Fees

• All fees, including but not limited to the Buyer’s Premium, title transfer fees, and administrative charges, are non-negotiable and must be paid in full as part of the total invoice.

Processes

1. Payment

• All fees, including the Buyer’s Premium and title transfer fees, are final and must be paid in full.

1. Payment

• A 25% deposit is required via cash, cashier’s check, or wire transfer. Credit cards are not accepted.

• Final payments must be received within 24 hours after the auction.

• Tax exemptions must be documented with valid proof. Otherwise, sales tax will apply.

2. Removal of Lots

• Lots must be removed by the deadline stated on the invoice.

• Any Lots not removed within the stated timeframe will be considered abandoned and may be resold, disposed of, or otherwise managed at the Bidder’s expense.

• Bidder is responsible for:

  • Disconnecting all machinery or equipment at the first available junction or connection point.

  • Providing proof of insurance (worker’s compensation and liability).

  • Disconnecting utilities and ensuring safe removal.

  • Cleaning the area (e.g., floor bolts cut flush and debris removed).

3. Hazardous Materials and Safety

• Certain Lots may contain residual chemicals, oils, or hazardous materials. The Bidder is solely responsible for the safe handling, removal, and disposal of such materials in compliance with all applicable federal, state, and local environmental laws.

• Any spills, leaks, or contamination resulting from the removal process must be immediately addressed by the Bidder at their expense.

4. Tie Bids and Discretionary Awards

• In the event of a tie bid, the Auctioneer will determine the winning Bidder at its sole discretion. The Auctioneer’s decision is final and binding.

• The Auctioneer reserves the right to award a Lot to a Bidder's last registered bid at its sole discretion, even in the absence of competitive bids or tie scenarios.

4. Auctioneer Rights

• The Auctioneer may:

  • Adjust bidding increments or group Lots.

  • Cancel, suspend, or reschedule sales.

  • Reject bids at its sole discretion.

6. Online Auction-Specific Terms

• The Auctioneer is not responsible for errors in online bidding, including but not limited to software malfunctions, connectivity issues, or user errors. Bidders assume full responsibility for bids placed online and are encouraged to verify all entries before submission.

5. Recordings

• The Auctioneer reserves the right to create image and audio/video recordings of the auction. By participating, the Bidder consents to the use of these recordings for promotional, operational, or legal purposes.

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Additional Terms

• Binding Arbitration:

  • All disputes will be settled by arbitration in Nevada.

  • Each party bears its own arbitration costs unless otherwise awarded.

• No Liability for Malfunctions:

  • The Auctioneer is not liable for errors, delays, or site malfunctions. Sales affected by technical issues may be voided or rescheduled.

• Environmental Compliance:

  • Bidders are fully responsible for ensuring compliance with all environmental laws and proper handling of hazardous materials during removal.

• Withdrawal of Lots:

  • The Auctioneer reserves the right to withdraw any Lot from the auction at its sole discretion, without prior notice or liability.

• Severability:

  • If any clause is deemed unenforceable, the remaining terms remain in effect.

• Time is of the Essence:

  • Deadlines for payment and removal are strictly enforced. Non-compliance results in additional fees and liabilities.

• Force Majeure Clause:

  • The Auctioneer is not liable for delays or failure to perform due to causes beyond its reasonable control, including natural disasters, government actions, or technical failures.

• Waiver of Rights:

  • Bidders waive all rights under any state or federal laws that may limit the enforceability of general releases, including but not limited to Nevada law equivalents of California Civil Code Section 1542.

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Agreement on Bidding Platform

By registering to bid for this auction, you are agreeing to these terms and conditions as outlined on the bidding platform.

Marketing Opt-In

By registering for this sale, you are opting in to the advertising mailing list, eblast notifications, and call list for this sale and upcoming offers.

Acknowledgment

By participating in this auction, the Bidder acknowledges and agrees to the terms and conditions outlined in this Agreement. Failure to comply may result in penalties, suspension of bidding privileges, or legal action.