731 Sansome Street, 2nd Floor
San Francisco, CA 94111, USA
All prospective bidders must provide accurate and complete personal information prior to the auction, including name, company name, mailing address and phone number, and credit card information (for internet bidders). First time internet bidders must first register on-line with Rabin Live at Rabin.com and then register on-line for the specific CRG/RABIN auction. Internet bidders that have already registered with Rabin Live can register directly for the specific CRG/RABIN auction.
CRG/RABIN requires at registration a deposit of 25% of your total expected high bids. This can be in the form of cash, cashier�s check, company or personal check with a bank letter of guarantee, or bank wire transfer. Internet bidders are required to register a valid credit card number, which shall be subject to a 25% hold, and may be required to arrange for a bank letter of credit. CRG/RABIN reserves the right to adjust the amount of the deposit or hold required in its sole discretion. All deposits shall be held by CRG/RABIN in a non-interest bearing escrow account to be applied to the purchase price at the time of settlement.
Secured Party Sale
This is a secured party sale being conducted under and by virtue of the provisions of those certain loan documents by and between Federal Bakers, Inc. (the �Owner�) and Bank of America N.A. (the �Lender�), including without limitation that certain Security Agreement dated December 27, 2007, that certain Financing Statement filed with the State Corporation Commission of Virginia on January 7, 2008 (file # 08010770821) and that certain Continuation Statement filed with the State Corporation Commission of Virginia on July 16, 2012 (file # 12071639724) (collectively, the �Loan Documents�). The Lender is the holder of the Loan Documents and the Property of the Owner that is being sold at this auction secures the indebtedness owed by the Owner to the Lender under the Loan Documents. A default has occurred under the terms of the Loan Documents, and the Lender is entitled to sell all of the Owner�s rights in the Property at public auction. At the request of the Lender, CRG/RABIN will offer all of the Owner�s rights in the Property for sale at public auction, subject to the terms and conditions set forth herein.
Conditions of Sale
All machinery, equipment, merchandise and other property (collectively, �Property�) will be sold in an "AS IS, WHERE IS, WITH ALL FAULTS" condition without any representations or express or implied warranties of any nature whatsoever. In particular, neither CRG/RABIN nor the Lender make any representation or warranty with respect to: (1) title, fitness for any particular purpose or use, quantity, quality, merchantability, state, location, value or otherwise; (2) the structural integrity or condition of any Property; and (3) the condition of the Property, either patent or latent, of any nature whatsoever, including environmental contamination.
RISK OF LOSS, INSURABLE OR OTHERWISE, SHALL PASS TO THE BUYER IMMEDIATELY AND AUTOMATICALLY AT THE TIME OF SALE. Neither CRG/RABIN nor the Lender shall have any obligation to obtain or maintain any insurance coverage with respect to the Property.
The Property shall be sold subject to: (1) any matters which would be disclosed by a physical inspection of the Property; and (2) any and all environmental conditions, problems and/or violations, if any, that may exist on, affect or relate to the Property.
The buyer waives and releases the CRG/RABIN and the Lender and each of their respective agents, successors and assigns from any and all claims the buyer and/or its successors and assigns may now have or may have in the future relating to: (1) any environmental condition, problem or violation affecting all or any portion of the Property, and (2) the accuracy or validity of any information described herein.
Terms of Sale
This advertisement, as amended or supplemented by any oral announcements during the conduct of the sale, constitutes the entire terms upon which the Property shall be offered for sale, sold or purchased. CRG/RABIN and the Lender reserve the unqualified right to withdraw the Property, in whole or in part, at any time before sale or to release the Property, in whole or in part, from the Security Agreement at any time before the sale. If CRG/RABIN or the Lender determines that the final bid is not commensurate with the value of the Property, they may reject the bid and withdraw the Property from sale. If any dispute arises among the bidders, the CRG/RABIN and the Lender shall have the sole and final discretion either to determine the successful bidder or to reoffer and resell the Property.
If the buyer defaults, in addition to any other legal or equitable remedies available to them, CRG/RABIN and the Lender may declare the entire deposit forfeited and resell the Property at the risk and cost of the defaulting buyer. The buyer shall not be entitled to any surplus proceeds or profit resulting from any resale of all or any portion of the Property.
Neither CRG/RABIN or the Lender are liable individually or otherwise for any matter relating to the sale or to the Property, except that if title to the Property cannot be transferred in accordance with the terms hereof for any reason, such liability is limited solely to the return of the buyer's deposit. There shall be no other rights or remedies against CRG/RABIN and/or the Lender, either in law or equity.
NOTE: The material contained herein describing the Property has been obtained from sources believed to be reliable; however, no express or implied warranty is made as to the accuracy of any description. All dimensions or areas referred to herein are approximate.
Please see the Additional Detailed Terms and Conditions set forth below. By using or accessing any CRG/RABIN services (including internet services), you agree that you have read and understood these terms and conditions and are bound by them. You may not use or access any CRG/RABIN services if you do not agree to these terms and conditions. If you do not understand any terms and conditions, contact CRG/RABIN at (860) 623-9060.
Capital Recovery Group/Rabin, LLC (�CRG/RABIN�) will charge buyers a non-negotiable buyer�s commission based on the amount of the final bid of each lot sold. Buyers will be charged a 12.5% buyer's commission on all items bought On-Site, and a 15% buyer�s commission on all items bought on the internet.
All applicable sales taxes apply. Buyer is responsible for providing documentation necessary for exemption or refund of sales tax paid.
Only cash, cashier�s check, company or personal check with a bank letter of guarantee, or bank wire transfer, are acceptable methods of payment. Credit cards are accepted only for internet bidding registration.
All Property is sold �AS IS, WHERE IS, WITH ALL FAULTS� with no warranties or representations as to title, fitness of purpose, quantity, quality, merchantability, state, condition, location, value or otherwise. In no event shall CRG/RABIN or the Lender be responsible for correctness of description, genuineness, attribution, provenance, authenticity, authorship, or completeness. CRG/RABIN, Lender and Site Owner and their Representatives shall have no liability to buyer due to non-delivery of any item for any reason other than to return to buyer the monies deposited or paid for such non-delivered items. If a shortage exists with respect to items in a sold lot, an adjustment to the sale price may be made by CRG/RABIN in CRG/RABIN�s sole discretion. CRG/RABIN, Lender, and the Site Owner and their Representatives shall not be liable for any lost profits, incidental or consequential damages or the replacement value of any item. All advertising, catalogs, and other sources of information provided by CRG/RABIN are subject to additions, deletions and prior sale. No statement (oral or written) in the catalog, at the auction or website, or elsewhere shall be deemed a warranty or representation. No sale shall be invalidated and CRG/RABIN and Lender shall have no liability for a description of any item or lot whether contained in a catalog, advertisement or otherwise, or made at auction. Descriptions are provided for guide purposes only and may not be relied upon by bidders for accuracy or completeness. Bidders are deemed to rely entirely upon their own inspections and investigations.
How do I bid on the Internet? (When available)
Internet bidding through our Provider is offered as a service to our customers, and prospective bidders shall not hold the auctioneer or his staff responsible for any failure due to the loss of the auction Aplet supplied to CAPITAL RECOVERY GROUP/RABIN by the Provider.
Upon entering the specific auction page on our website, you will be directed to click on the internet bidding site. Once you click on that you will be brought to the site to register for internet bidding. After you register to bid, you will automatically receive a user name and password. Upon receipt of the user name and password, you will have to re-enter the internet bidding site using this information. You will then be able to provide the appropriate credit information and be approved for bidding.
If you have bid over the internet with us before, you will already have your user name and password and can use that same one to register for subsequent auctions.
Absentee Bidding. Absentee bids left through our Provider are automatically bid electronically by the Provider. These electronic bids often compete against absentee bids left directly with CAPITAL RECOVERY GROUP/RABIN's staff by prospective bidders who are not participating in the internet component of the auction, but have contacted CAPITAL RECOVERY GROUP/RABIN directly and "left" a bid. These bids are executed competitively by a member of CAPITAL RECOVERY GROUP/RABIN's staff at the time of the live auction, and are often in direct competition with the internet bids. In the event that there is a tie absentee bid, the earliest recorded bid shall be the winner.
After the Auction
Buyer or its authorized agent is responsible for removal of equipment by the Removal Deadline in accordance with all applicable terms and conditions.
All purchases must be completely removed by the date posted for each sale. The removal deadline will be posted for each sale.
Removal Hours and Dates
Removal hours, dates and deadlines will be posted and/or announced for each sale and will be strictly adhered to. All purchases must be completely removed no later than the date specified. NO MERCHANDISE WILL BE RELEASED DURING THE AUCTION SALE OR WITHOUT PAYMENT IN FULL. Buyer is responsible for arranging for packing and shipping of all lots purchased and paying for all shipping and handling charges. Buyer expressly assumes all responsibility to secure all safety equipment and to meet all applicable local, state and governmental safety standards in using or removing any items purchased.
Regular removal hours are 8:00 a.m. - 4:00 p.m. Monday thru Friday. Specific dates are set for each sale. These dates and times are strictly adhered to.
Riggers and Movers
All contracted riggers and movers must have an insurance certificate on file with CRG/RABIN with a minimum of $2,000,000 in comprehensive liability insurance written by an insurance carrier of national standing in form, scope and content acceptable to CRG/RABIN in its sole discretion and which names CRG/RABIN and, if applicable, Lender, as additional insured(s) and lists as the location the auction location, before any item may be removed. Insurance certificates should be faxed to our office at (860) 623-9160 prior to any handling or removal of items.
Pay your invoice in full. You will then be given 2 copies of your invoice. Return to the auction site during the removal hours with the pick-up copy of your invoice. The CRG/RABIN representative will allow you to remove all of the items you purchased at the auction. If you are unable to remove all of your items in one day, bring the original pick-up copy of your invoice when you return. This is the only way for CRG/RABIN to be sure of which items you have already removed.
Payment Deadline: Within one (1) business day after invoice date.
Additional Check-Out Procedures
ADDITIONAL DETAILED TERMS AND CONDITIONS
1. The additional terms and conditions below (�Terms�) shall apply to any bid by any party to, or purchase by any party from, Capital Recovery Group/Rabin, LLC (�CRG/RABIN�) in any transaction in which CRG/RABIN serves as broker, agent, liquidator or auctioneer for any third party owner or for CRG/RABIN, as principal. These Terms apply to all transactions including, without limitation, public auctions conducted by CRG/RABIN and direct purchases of any item either before, after or independent of any public auction. By using or accessing any CRG/RABIN services (including internet services), you agree that you have read and understood the Terms and are bound to the Terms. You may not use or access any CRG/RABIN services if you do not agree to the Terms. If you do not understand any Terms, contact CRG/RABIN at (860) 623-9060. These Terms, the Sale Specific Terms and Conditions, terms and conditions contained in the auction catalogue and announced at the auction may collectively be referred to hereinafter as the �Terms and Conditions�.
2 . All prospective bidders must provide accurate and complete personal information and agree that whether they are acting as principal, agent, member, officer or director of a corporation, limited liability company or otherwise in any capacity whatsoever, they are personally liable for the payment of the purchase price, Buyer�s Premium and taxes payable with respect to any and all lots for which they are the successful bidder at auction. CRG/RABIN reserves the right to refuse any applicant the privilege of bidding or attending the auction and may revoke such privilege at any time.
3. CRG/RABIN requires a deposit of 25% of your expected high bids at registration. This can be in the form of cash, cashier�s check, company or personal check with a bank letter of guarantee or bank wire transfer. Internet bidders are required to register a valid credit card number, which shall be subject to a 25% hold, and at CRG/RABIN�s discretion may be required to arrange for a wire transfer or bank letter of credit prior to or during the auction in lieu of such hold. CRG/RABIN reserves the right to adjust the amount of the deposit or hold required in its sole discretion.
4. The highest bidder for each lot shall be the buyer, and if any dispute arises as to any bidding, or between two or more bidders, at the sole discretion of the auctioneer, the disputed lot shall be put up again at the last undisputed bid and resold. CRG/RABIN shall regulate the bidding and be the sole arbiter. No bidder may retract its bid. CRG/RABIN shall have no liability arising from any dispute between bidders. CRG/RABIN reserves the right in its sole discretion to group one or more lots or items, add or delete lots or items, or set bidding increments. CRG/RABIN also reserves the right to reject any bid which is only a fractional advance over the preceding bid, and to set and/or modify a reserve price. CRG/RABIN and/or its affiliates or subsidiaries may bid at the auction either for its own account or on behalf of a third party. ALL SALES ARE FINAL. THERE SHALL BE NO RETURNS FOR ANY REASON.
5 . CRG/RABIN will charge and retain a non-negotiable buyer�s commission (�Buyer�s Premium�) on the proceeds of any sale based on the final bid of each lot sold, which will be posted and/or announced for each sale.
6 . Where required by law, buyer shall pay all applicable sales tax to CRG/RABIN. Tax will be added to the purchase price of all purchased items and the Buyer�s Premium. Buyer is responsible for providing all documentation necessary at time of purchase for exemption or refund of sales tax.
7 . CRG/RABIN will invoice successful bidders after the auction. Only cash, cashier�s check, company or personal check with a bank letter of guarantee, or bank wire transfer are acceptable methods of payment. Credit cards are accepted only for internet bidding registration. All purchases must be paid in full upon receipt of invoice in accordance with the Terms and Conditions. The credit card hold will remain in place as a non-refundable, irrevocable deposit until payment in full. If CRG/RABIN feels insecure or has not received payment within one (1) business day after invoice date from an internet bidder, internet bidder authorizes CRG/RABIN to (i) sell any purchased item(s) to the second highest bidder, (ii) put such items up again at auction, and/or (iii) charge bidder�s purchases to the credit card left on file during the registration process.
8. Buyer hereby acknowledges that it, or an agent acting on its behalf, has inspected, or has had the opportunity to inspect, all of the lots upon which it will be bidding. After a sale has been confirmed, buyer shall be deemed to have inspected all purchased lots.
9. Internet bidding is offered as a service to our customers, and prospective bidders shall not hold the Lender, CRG/RABIN or its internet service provider(s) liable if any of their respective websites are unavailable for any reason. Access to any such website may be suspended temporarily and without notice in case of system failure, maintenance, repair or for other reasons. CRG/RABIN reserves the right to relist or adjust bidding periods on any auction due to system malfunction.
10. CRG/RABIN will accept bids from Buyers who wish to bid, but cannot attend the auction. The bids may be placed online at the auction website or in writing in a form acceptable to CRG/RABIN, but must be submitted in advance of the sale. All bids must state the highest bid price, net of the Buyer�s Premium and any applicable taxes, and be accompanied by a refundable deposit equal to 25% of the highest bid price. CRG/RABIN in its sole discretion reserves the right to establish a reserve or minimum price on any lot without having to announce, post or publish notice to attendees and buyers at any auction. CRG/RABIN and/or its affiliates or subsidiaries may bid at the auction either for its own account or on behalf of a third party. CRG/RABIN may implement such reserve by opening the bidding on behalf of the seller and may bid up to the amount of the reserve by placing successive or consecutive bids for a lot in response to other bidders.
11. Buyer is responsible for providing its own forklifts and material handling equipment for removal of its purchased items. Material handling equipment sold at auction may not be used in the removal of any items except by the buyer of said equipment. CRG/RABIN and Lender are not responsible for any missing or lost small lots or items therein if they have not been removed within 48 hours of the conclusion of the sale. Buyer is solely responsible for properly removing all fluids, oils, and hazardous materials from machinery purchased at auction. All oils must be properly stored in appropriate sealed containers.
12. Title to the offered lot(s) shall pass to buyer upon payment in full to CRG/RABIN and removal of purchased lot(s) from the premises, subject to compliance by buyer with the Terms and Conditions. CRG/RABIN and Lender reserve the right to cancel or void the sale of any lots purchased by buyer up to the time such lots are removed by buyer.
13. Each buyer and bidder agrees to indemnify, hold harmless and defend CRG/RABIN, Lender, and the owners of the auction site (�Site Owner�) and their respective officers, directors, agents, employees, and principals (individually and collectively, �Representatives�) from and against any and all losses, damages, liabilities and claims, and all attorney�s fees, costs and expenses arising out of, based upon or resulting from (i) any loss or injury resulting from buyer�s failure to secure all safety equipment and/or to meet all applicable government safety standards in removing items purchased or in use, (ii) any act by or omission of CRG/RABIN, Lender, or Site Owner or their Representatives, relating to or affecting the items bid on or purchased by buyer, or (iii) any injury to buyer or any other person or Property of any type whatsoever caused during the inspection, auction, dismantling, removing, transporting or use of the items purchased.
14. Buyer agrees to indemnify, defend and hold CRG/RABIN and Lender harmless with respect to all costs, expenses, liabilities, damages and claims, including without limitation, attorney�s fees, asserted by any person, entity or governmental agency against CRG/RABIN and/or Lender directly or indirectly relating in any manner to any hazardous or toxic materials, which may be regulated under applicable laws, rules or regulations (collectively, �Hazardous Materials�) and which relate in any way to the dismantling or removal of any purchased item. CRG/RABIN and Lender shall in no event be obligated to sell any items which contain Hazardous Materials, or to incur any costs or expenses relating in any manner, either directly or indirectly, to any Hazardous Materials. Buyer will be responsible for any and all remediation costs related to the dismantling, removal and operation or use of any purchased items.
15. CRG/RABIN and Lender are not responsible for the acts or omissions of (i) any party who provided any items to CRG/RABIN for sale, (ii) the Site Owner, the Owner or their representatives, (iii) the owner or lessor of the site where the items are stored, or (iv) any party that provides services to CRG/RABIN, including without limitation, telecommunications and internet bidding services.
16. If buyer fails to pay the entire purchase price and/or fails to comply with the Terms and Conditions, CRG/RABIN may retain the Buyer�s deposit as liquidated damages or charge buyer�s credit card the hold amount as liquidated damages. In addition, buyer shall lose all right, title and interest in the applicable lots and CRG/RABIN may resell such lots at a public or private sale without further notice. If, at such a sale, any such lot is sold for a lesser price, the original buyer (defaulter) will be responsible for the difference between the original selling price and the resale price. Furthermore, any charges, fees and/or expenses incurred by CRG/RABIN as a result of resale will also be the responsibility of the defaulter. This also includes any attorneys� fees that may result in enforcement of the Terms and Conditions.
TIME SHALL BE OF THE ESSENCE. If buyer fails to make payment or remove purchased lots within the specified times, such lots will be deemed abandoned by the buyer, buyer shall forfeit all monies paid to CRG/RABIN for the purchase of such lots, and buyer shall forfeit the right to purchase such lots. In addition, buyer shall be responsible for all damages suffered by CRG/RABIN, including, but not limited to, any dismantling, transportation, storage or other costs, including attorneys� fees incurred by CRG/RABIN as a consequence of buyer�s failure to remove such lots.
17 . Every person at the auction site acknowledges that an auction site is a potentially dangerous place with noxious, corrosive and pressurized substances being present, heavy equipment being operated and electric circuits being live. Every person at the auction site before, during and after the auction sale shall be deemed to be there at its own risk with notice of the condition of the premises, the activities on the premises and the conduct of third parties, and the bidder shall so advise its agents and employees. No person shall have any claim against CRG/RABIN, Lender, or the Site Owner or their Representatives for any injuries sustained nor for damages to or loss of Property which may occur from any cause whatsoever. CRG/RABIN, Lender, and the Site Owner and their Representatives shall not be liable for any lost profits, incidental or consequential damages or the replacement value of any item.
18. Any dispute or controversy arising out of or relating to the auction or any interpretation, construction, performance or breach of the Terms and Conditions shall be resolved by final and binding arbitration conducted through the American Arbitration Association in Hartford, Connecticut. Should any party to this agreement institute any arbitration or other action or proceeding in any way relating to the auction, or to enforce, interpret or apply any provision of the Terms and Conditions, the parties agree that the prevailing party shall be entitled to reimbursement by the losing party of all statutory and non-statutory costs and expenses, including, but not limited to, all of its attorneys� fees. The validity, construction and performance of the Terms and Conditions shall be governed by the substantive law of the jurisdiction where the auction was conducted. If any provision of the Terms and Conditions is deemed illegal, invalid or unenforceable, the legality, validity and enforceability of the remaining parts, shall not be affected.