The Tony Townley Collection - Day 2

These General Terms and Conditions of Sale (these “Terms") set forth the terms for participation, in an auction conducted, hosted, or otherwise organized by Richmond Auctions LLC (hereinafter “Richmond," “us," “our," or “we") whether such participation is in person or through Richmond’s website, or through other online auction sites or mobile applications utilized or authorized by Richmond in connection with such auction, including but not limited LiveAuctioneers (collectively the “Digital Platforms"). By registering, attending, bidding or otherwise participating, directly or through anyone else that obtains control of your bidding credentials in this auction whether in person or through a Digital Platform (hereinafter “Bidder," “you," or “your"), you agree and accept these Terms and agree to be bound by the same, including the agreement to arbitrate any claim or dispute and class action waiver set forth herein.

1. Binding Effect. Bidder acknowledges and agrees that any notices or other terms and conditions related to the auction posted or orally announced prior or during the auction or on or in connection with the applicable Digital Platform utilized by the Bidder, shall be part of the Terms and be binding upon Bidder. Bidder agrees these Terms are binding upon Bidder’s agents, heirs, executors, legal representatives, successors, and assigns. IF BIDDER DOES NOT AGREE TO THESE TERMS, BIDDER’S SOLE AND EXCLUSIVE REMEDY IS TO REFRAIN FROM PARTICIPATING IN A RICHMOND AUCTION IN ANY MANNER OR OTHERWISE UTILIZING THE DIGITAL PLATFORMS.

2. Disclaimer of Warranties. Bidder acknowledges and agrees that Richmond is acting as auctioneer of property owned by third parties (each, a “Consignor"). Unless expressly provided otherwise in these Terms, all items are sold “AS-IS, WHERE IS" AND “WITH ALL FAULTS" AND NEITHER RICHMOND NOR CONSIGNOR MAKE ANY WARRANTY OR REPRESENTATION WHATSOEVER WITH RESPECT TO THE ITEMS AUCTIONED (EACH AN “ITEM" AND COLLECTIVELY THE “ITEMS"), WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE INCLUDING BUT NOT LIMITED TO ANY (A) WARRANTY OF MERCHANTABILITY; (B) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (C) WARRANTY OF TITLE; (D) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; (E) WARRANTY AS TO THE ITEM’S AUTHENTICITY, PHYSICAL CONDITION, SIZE, QUALITY, RARITY, IMPORTANCE, PROVENANCE, OR HISTORIC RELEVANCE; OR (F) WARRANTY OF THE CONDITION OF THE AUCTION SITE AND BIDDER TO THE GREATEST EXTENT PERMITTED BY LAW, EXPRESSLY WAIVES ANY CLAIMS AGAINST RICHMOND OR CONSIGNOR RELATED TO ANY PERSONAL INJURY SUFFERED BY BIDDER WHILE ON PREMISES AT THE AUCTION. BIDDER IS STRONGLY ENCOURAGED AND SOLELY RESPONSIBLE FOR INDEPENDENTLY INSPECTING ANY ITEMS BEFORE BIDDING, AND BIDDERS MUST SATISFY THEMSELVES AS TO THE CONDITION OF THE ITEMS AND ALL MATTERS REGARDING THE ITEMS BEFORE BIDDING, INCLUDING PHYSICAL CONDITION, HISTORY, AUTHENTICITY, ORIGINALITY, ANY NECESSARY OR DESIRED REPAIRS, RESTORATION, OR MISSING PARTS AND ACCESSORIES, AND APPLICABLE DUTIES AND TAXES. NO STATEMENT OR INFORMATION SET FORTH IN ANY CATALOG OR ITEM DESCRIPTION, NOR ANY ESTIMATES, INVOICE, BILL OF SALE, TITLE DOCUMENT, CONDITION REPORT, NOTICE, ADVERTISEMENT, OR ANY OTHER WRITING OR ANY ORAL STATEMENT REGARDING AN ITEM SHALL BE DEEMED TO CREATE ANY WARRANTY OR REPRESENTATION ABOUT SUCH ITEM.

3. Description of Items. Richmond has put forth reasonable good faith effort in preparing the descriptions and/or catalog(s) used to depict Items listed for each auction in order to provide reasonably accurate descriptions of all Items. Richmond’s description of the Item(s) represents Richmond’s good faith effort to describe the Item(s) based on information provided to it by the Consignor(s) and/or otherwise made available to Richmond. Bidder acknowledges and agrees that gross omissions regarding the functionality or authenticity of Items, failures to cite major missing parts and/or restrictions with regard to usage or other inaccuracies may occur. ABSOLUTELY NO REFUNDS OR EXCHANGES WILL BE OFFERED. All Items are sold ‘as-is’ and it is Bidder’s responsibility to determine the exact condition or authenticity of each item. Bidder is participating in the auction, bidding on and/or purchasing the Item(s) at its own risk. Bidder represents and warrants that it has had sufficient time to inspect the Item(s) and all related information provided in advance of the auction. Please check the current auction for preview date details or contact Richmond at 864-991-5949. We reserve the right to add or delete Items from a lot prior to the time of sale.

4. Conduct of Auction.

a. Bidder acknowledges and agrees that Richmond shall retain full control over the terms, timing, method, location and type of auction to use in selling the Item(s) in its sole discretion. Richmond shall sell the Item(s) to the highest bidder subject to the reserve and minimum prices (if any). All Item(s) are subject to a reserve unless otherwise disclosed and a reserve may be confidential and may not be disclosed to the Bidder or public. A Consignor may lower, waive or otherwise sell below the reserve in their sole discretion. Richmond may remove the Item(s) from any auction at any time for any reason or no reason whatsoever.

b. The conduct of the auction, including without limitation, bid increments, whether to restart the auction in whole or in part, whether to withdraw any Item(s) and settling any bid disputes, shall be in Richmond’s sole discretion. The auctioneer has the sole discretion to advance the bidding and may reject a nominal advance, should it in his/her estimation prove injurious to the auction. The auctioneer shall be the final judge in all bidding disputes and shall name a Bidder as the Purchaser and has the sole right to reopen the bidding of an Item if deemed necessary due to a dispute. Richmond shall not be held responsible for any 'missed' bids or bids unseen by the auctioneer. For the avoidance of doubt, Bidder hereby agrees that Richmond nor its employees, contractors, agents or Consignors shall have any liability to Bidder for the exercise of any of the foregoing rights or for any errors in the execution or failure to execute any bid.

c. At the announcement of “SOLD", the highest Bidder will have purchased the Item(s). All sales are final at the fall of the hammer or at the announcement of “SOLD". Upon sale of an Item, the winning/purchasing Bidder (the “Purchaser") assumes the full responsibility thereof, including the risk of loss. Richmond, and its employees, officers, directors, and agents, shall not be liable for any loss or damage to any Item(s) at any time, and Purchaser shall look solely to its own insurance for any theft, loss, or damage to the Item(s) during Purchaser’s ownership.

5. Sale Proceeds and Buyer’s Premium; Payment Terms.

a. Purchaser shall promptly pay to Richmond the following: (i) the last accepted auction bid/sale price (the “Sale Price"); (ii) all applicable taxes and duties, expenses, and other disclosed fees; (iii) any disclosed buyer’s premium (the “Buyer’s Premium"); and (iv) any convenience or other fees as set forth in the Terms.

b. Unless otherwise expressly modified in writing by Richmond, Purchaser shall pay a Buyer’s Premium equal to:

i. if the Item is sold in-person at the auction, and (1) the Item is a motor vehicle, including without limitation, tractors, 10% of the Sale Price, or (2) the Item is not a motor vehicle, 15% of the Sale Price; or

ii. if the Item is sold by phone bid, and (1) the Item is a motor vehicle, including without limitation, tractors, 12% of the Sale Price, or (2) the Item is not a motor vehicle, 17% of the Sale Price; or

iii. if the Item is sold on any other Digital Platform other than the Richmond Digital Platform, and (1) the Item is a motor vehicle, including without limitation, tractors, 15% of the Sale Price, or (2) the Item is not a motor vehicle, 20% of the Sale Price.

c. Bid Increments
Bid increments listed are a general guideline. Actual increments are at the auctioneer’s discretion.

$0 to $500 - $25
$500 to $1,000 - $50
$1,000 to $2,000 - $100
$2,000 to $5,000 - $200
$5,000 to $10,000 - $500
$10,000 to $20,000 - $1,000
$20,000 to $50,000 - $2,500
$50,000 to $100,000 - $5,000
$100,000 to $200,000 - $10,000
$200,000 to $500,000 - $20,000
$500,000 and up $50,000

d. Purchaser shall also pay a 3% convenience fee on all amounts if paying by credit card and/or established by state law.

e. Unless prior arrangements have been agreed to by Richmond, the Sale Price and all other amounts due shall be due in full to Richmond by the Purchaser within three (3) business days following the auction (the “Payment Deadline"). All payments must be made in U.S. funds by (i) credit card, (ii) electronic check, (iii) cash (if paying in-person), or (iv) if Purchaser desires to pay by personal or company check, Purchaser shall provide Richmond with a bank letter of guarantee or other security assurance reasonably satisfactory to Richmond prior to the auction.

f. Purchaser acknowledges and agrees that in the event of any non-payment by Purchaser of the Sale Price or any other amounts due by the Payment Deadline, Richmond may, in its sole discretion, exercise one or more of the following remedies, without notice to Purchaser and in addition to any other remedies Richmond may have available at law or in equity: (i) remove and store the Item(s) at the risk, cost, and expense of Purchaser and enforce payment against Purchaser of the full amounts owed and all other Item storage fees, late charges, and costs of collection (including attorneys’ fees), including by seeking either damages or specific performance; (ii) cancel the sale of the Item(s) to Purchaser, and return the Item to Consignor or sell the Item to another person, whether by auction or private sale, and hold Purchaser liable for the (A) applicable Buyer’s Premium and (B) payment of any deficiency in the Sale Price upon resale plus all costs and expenses of resale, attorneys’ fees late charges, any incidental damages and costs incurred by Richmond; (iii) charge Purchaser interest on the unpaid Sales Proceeds and other amounts due from the Payment Deadline in the amount of two percent (2%) per month, or the maximum amount allowed by law, whichever is greater; or (iv) reveal Purchaser’s identity and contact information to Consignor for Consignor to exercise any available remedies.

g. Purchaser represents and warrants to Richmond that its tender of payment for Items purchased will be valid and lawful. In addition to any other rights or remedies which Richmond or Consignor may have, Purchaser shall additionally be liable for any and all losses, damages, liabilities, costs, or expenses of whatever kind, including outside attorneys’ fees incurred by Richmond or Consignor, arising out of or relating to (i) Purchaser’s check being returned or dishonored by the applicable financial institution, (ii) Purchaser’s bad faith dispute or reversal of a credit card charge for amounts owed; or (iii) any other refusal by Purchaser or Purchaser’s applicable financial institution to honor Purchaser’s payment method provided by Purchaser.

6. Removal of Item(s). Purchaser shall be solely responsible for and liable for all costs and expenses in connection with the removal of any Item(s) purchased from the auction premise or other storage location as permitted herein. Unless prior arrangements have been agreed to by Richmond in writing, the Item(s) shall be removed by Purchaser as quickly as possible but in no event later than seven (7) days from the Payment Deadline (the “Removal Deadline??). In the event Purchaser is unable to remove the Item(s) by the Removal Deadline, prior to such date, Purchaser shall notify Richmond and Richmond may, in its sole and absolute discretion, extend the Removal Deadline and/or assist Purchaser in the removal of the Item(s). Purchaser agrees that if the Item is not removed by the Removal Deadline, then Richmond shall have the right (but not the obligation) to remove and store any Item(s) at Purchaser’s sole risk and expense (and Purchaser authorizes Richmond to charge such expenses to any valid credit card or account of Purchaser on file), and Purchaser shall be responsible for all costs of removal, storage, transportation, and handling, at a storage location of Richmond’s choice. Purchaser hereby grants Richmond an irrevocable power of attorney to remove and store such Item(s) at Purchaser’s expense. Except in Richmond’s sole discretion, no Item(s) shall be released to Purchaser until the Sales Proceeds and all other amounts due have been fully paid and Purchaser has fully complied with these Terms.

7. Online Purchase Notification. Purchaser of any Item(s) purchased through a Digital Platform will be notified by email after the conclusion of the auction within 3 days. All Item(s) will be charged to the credit card on file, if applicable, unless we are otherwise notified. The invoice you receive on the day after the auction will be used for billing. Purchaser hereby authorizes Richmond to charge the credit card on file for all amounts owed for purchased Item(s), including without limitation, the Sales Proceeds, Buyer’s Premium, and related costs and fees.

8. Bidder Representations and Warranties. By participating in a Richmond auction and/or bidding, Bidder represents and warrants that: (a) Bidder is complying with and agrees to comply with all applicable laws, rules and regulations, and Terms; (b) neither Bidder nor any party using Bidder’s credentials (including any entity that owns either in whole or in part or other third person where Bidder is the agent of a principal) is subject to restrictions on trade, including embargoes or sanctions under all applicable jurisdictions, Bidder’s purchase of and payment for an Item is not connected with any criminal activity (including money laundering, tax evasion or terrorist financing), and Bidder is neither under investigation for nor has been charged with or convicted of such criminal activity; (c) Bidder has the financial ability and intention to pay the Sales Proceeds and any amounts due for any Item on which Bidder bids, and Bidder is acting as a principal when bidding unless Richmond expressly agrees in writing before Bidder places a bid that Bidder acts as an agent for another disclosed principal; (d) Bidder and any guest of bidder attending or participating in a Richmond auction agrees to comply with all applicable policies and procedures Richmond may communicate, including any posted signage or notices; (e) Bidder is responsible for any damage to an Item by Bidder and any guest of Bidder, whether negligently or intentionally, and Bidder agrees to be liable for all resulting damage and loss and shall pay or reimburse Richmond (and its principal or agent, as the case may be) in full to compensate for any such damage; (f) Online Catalogs, including all images and descriptions thereof, supersede any printed version of the Catalogs. We reserve the right to add or remove images and descriptions at any time to reasonably describe all Items. (g) any bid made by Bidder or any party with Bidder’s credentials is binding and irrevocable, and Bidder may not change or rescind any bid once made; (h) Bidder is solely responsible for Bidder’s own due diligence before bidding on any Item and Bidder is solely relying upon Bidder’s own inspection of the Item, and Richmond makes no representations or warranties regarding the Item (including whether any Item satisfies any emissions standards, can be exported to any jurisdiction, or otherwise regarding the mechanical or cosmetic quality or condition, history, authenticity, originality, title, registration, safety or roadworthiness of any Item); (i) Bidder has not relied on any Richmond description, inspection, or condition report of the Item, Bidder shall not be entitled to rely on any oral statement made by anyone regarding the Item, including by Richmond or any of its agents, and Bidder shall hold Richmond harmless for any oral or written statements in any medium made by Richmond that accurately repeat the Item information supplied by Consignor or any description approved by Consignor; (j) Richmond shall not be liable for any loss, damage, or injury sustained by any Bidder and any guest of Bidder while attending a Richmond auction or on Richmond’s premises (including the premises where an auction, pre-auction preview, inspection or test drive of any Item may be conducted), except where such loss, damage, or injury is caused by the sole negligence or intentional act of Richmond, its agents, or employees; and (k) Bidder resides in, and is a resident of, the United States of America.

9. Bidder Information. To better serve our customers and ensure good communication between Richmond and Bidder throughout any transactions, Bidder shall provide their name,
address, daytime phone number, and email address at which they can be contacted.

10. Transfer of Title, Export, and Registration. Purchaser is responsible for obtaining necessary title, ownership, and registration documentation for the Item(s), and Richmond makes no representations or warranties regarding title, ownership, or registration (except that Consignor has represented to Richmond that Consignor has the authority to sell such Item(s)). Purchaser is responsible for registering a motor car at its final destination promptly upon receipt of a title. Purchaser shall also be solely responsible, including the payment of any costs or fees, for timely obtaining any necessary licenses or permits to export an Item out of the United States and/or to import an Item into a foreign jurisdiction. Purchaser is responsible for paying all federal, state, city, and any and all other taxes due, unless exempt by law. Purchaser is responsible for supplying any proof of exemption, which is subject to Richmond’s verification. Purchaser shall be solely responsible for the payment of any sales or use taxes arising from the sale and delivery of any Item. BIDDER HEREBY AGREES TO DEFEND, INDEMNIFY, AND HOLD HARMLESS RICHMOND AGAINST ANY CLAIMS, DAMAGES, LOSSES, OR ASSESSMENTS BY ANY COUNTRY, STATE, COUNTY, CITY, OR OTHER GOVERNMENTAL AGENCY FOR ANY FAILURE TO REGISTER A MOTOR CAR ITEM, FOR ANY UNPAID SALES OR USE TAXES, AND FOR ANY UNPAID DOCUMENTATION AND LICENSING FEES (INCLUDING ANY INTEREST AND PENALTIES THAT MAY ACCRUE OR BE ASSESSED THEREON) ARISING FROM OR RELATED TO THE SALE OF AN ITEM TO BIDDER.

11. Announcements. Richmond reserves the right to refuse service or decline registration to any Bidder. All announcements made the day of auction, whether oral or written, take precedence over all prior written, verbal or electronic statements.

12. Miscellaneous.

a. Choice of Law. These Terms and all matters arising out of or relating to these Terms, including tort and statutory claims are governed by, and construed in accordance with, the laws of South Carolina, without giving effect to any conflict of law provisions thereof that would result in the application of the laws of a different jurisdiction.

PLEASE READ THIS SECTION CAREFULLY, AS IT AFFECTS YOUR LEGAL RIGHTS AND REMEDIES.

b. Dispute Resolution. EXCEPT AS OTHERWISE PROVIDED UNDER THESE TERMS, ALL DISPUTES AND CLAIMS BETWEEN BIDDER AND RICHMOND THAT ARISE OUT OF OR IN CONNECTION WITH, OR RELATE TO THESE TERMS OR ANY AUCTION CONDUCTED BY RICHMOND OR BIDDER’S PARTICIPATION THEREIN, SHALL BE RESOLVED FINALLY AND FULLY BY BINDING ARBITRATION ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION (“AAA??) BEFORE A SINGLE ARBITRATOR UNDER ITS COMMERCIAL ARBITRATION RULES FOR CONSUMER RELATED DISPUTES, WHICH ARBITRATION SHALL TAKE PLACE IN GREENVILLE, SOUTH CAROLINA. BIDDER HEREBY ACKNOWLEDGES AND AGREES THAT ALL CLAIMS BROUGHT BY BIDDER SHALL BE BROUGHT ON AN INDIVIDUAL BASIS AND BIDDER WAIVES ANY RIGHT TO BRING A CLAIM AS REPRESENTATIVE OF OR PART OF A CLASS OR OTHERWISE JOINTLY WITH OTHERS. Bidder acknowledges and agrees that any claim arising from, or related to, these Terms must be brought within two (2) years of its occurrence, or such claim is waived. After one (1) year has elapsed from the occurrence of such claim, Bidder acknowledges and agrees that Richmond’s maximum liability shall be limited to any fees Richmond earned on the Item(s) subject to the claim.

c. WAIVER OF JURY AND CLASS ACTION RIGHTS. THE PARTIES AGREE THAT BY ENTERING INTO THIS AGREEMENT, THEY ARE EACH WAIVING THE RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION. THE PARTIES AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN EACH OF THEIR INDIVIDUAL CAPACITIES, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. ANY ARBITRATION WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED.

d. Invalidity. The invalidity, illegality, or unenforceability of any provision herein does not affect any other provision herein or the validity, legality, or enforceability of such provision in any other jurisdiction and such affected provision shall be reformed to be enforced to the greatest extent permitted by law.

e. No Waiver. No waiver of any right, remedy, power, or privilege under these Terms
(“Right(s)") is effective unless contained in a writing signed by the party charged with such waiver. No failure to exercise, or delay in exercising, any Right operates as a waiver thereof. No single or partial exercise of any Right precludes any other or further exercise thereof or the exercise of any other Right. The Rights under these Terms are cumulative and are in addition to any other rights and remedies available at law or in equity or otherwise.

f. Assignment; Successors and Assigns. Bidder may not directly or indirectly assign, transfer, or delegate any of or all of its rights or obligations under these Terms, voluntarily or involuntarily, including by change of control, merger (whether or not Bidder is the surviving entity), operation of law, or any other manner, without the prior written consent of Richmond. Any purported assignment or delegation in violation of this Section shall be null and void. These Terms are binding upon and inures to the benefit of the parties and their respective successors and permitted assigns.

g. Modification. Except as otherwise set forth herein, these Terms may only be modified or superseded in a writing signed by Richmond’s duly authorized representatives.

SC FIRM #4192