Consignment Agreement Provisions

1. The Miami Auction Center and/or its assigns ("Auction Company"), pays auctioneers, provides advertising, and provides the auction sale facility, clerks, cashiers, and necessary sale help. Consignor/Seller/Owner acknowledges and accepts that Auction Company cannot accurately predict sale time and/or sale prices and any predictions by Auction Company with respect to the foregoing shall be considered estimates only and shall not be binding upon Auction Company. Furthermore, Auction Company makes no representations or warranties as to the ability of any buyer to perform and the parties expressly agree that Auction Company shall not be liable to Consignor/Seller/Owner if the event of a default by any buyer.
2. Consignor/Seller/Owner as identified on this agreement, hereby, expressly covenants, represents, and warrants that he/she/they are the owner of the motor vehicle described on this agreement and that the title to the vehicle is free and clear of all liens, claims or rights of third parties that would adversely affect Consignor/Seller/Owner right to transfer title to the Vehicle free of liens, claims and encumbrances.
3. Consignor/Seller/Owner acknowledges that the information it has provided regarding its Vehicle's history, authenticity and originality ("Vehicle Information") will be used by Auction Company to market and advertise the vehicle for sale, that said vehicle information is true and accurate and that Auction Company is relying on Consignor/Seller/Owner's representations in the vehicle information and Auction Company has not independently verified same. Consignor/Seller/Owner hereby agrees and consents to the publication of photographs of the vehicle and vehicle Information in any promotional materials for any current or future auction conducted or produced by Auction Company and further agrees that any vehicle photographs supplied shall remain the property of Auction Company.
4. Consignor/Seller/Owner agrees and consents to the sale of vehicle subject to the terms, conditions and commissions as stated herein and/or contained in this Consignment Agreement, bidder agreements and other terms and conditions of sale. Consignor/ Seller/Owner authorizes Auction Company to release vehicle to the buyer on the basis of the method of payment noted in this agreement and agrees to rely only upon the buyer for payment thereby releasing Auction Company from any and all legal obligation for collection, attorney fees, or any costs and/or expenses connected with vehicle's sale. If, as a convenience either to buyer or Consignor/Seller/Owner, Auction Company should issue payment to the Consignor/Seller/Owner on behalf of the buyer, the payment can be withheld, withdrawn, cancelled or revoked at any time at Auction Company's sole discretion until proper funds are received by Auction Company from the buyer, and vehicle can be withheld from buyer pending receipt by Auction Company of such funds.
5. Payment of the Purchase/Sale Price of any vehicle shall be accepted only in the form of wire transfer, certified check or cash currency of the United States of America, except as otherwise agreed by Auction Company, in Auction Company's sole and absolute discretion. Buyer agrees to pay Auction Company receipt of payment on day of sale if vehicle sells.
6. Auction Company, may in its sole discretion, acting as agent for the Consignor/Seller/Owner, cancel or rescind the sale of the vehicle if Auction Company determines or has reason to believe that the offer for sale has or may subject Auction Company, the Consignor/Seller/Owner, or both, to any liability including but not limited to liabilities due to representations made by the Consignor/ Seller/Owner or due to insufficient title or authority. In the event of such cancellation, Auction Company, as agent, shall have the right to refund or credit to the purchaser the full purchase price. In the event that the Consignor/Seller/Owner has received all or part of the proceeds, Consignor/Seller/Owner agrees to repay such amounts, the Consignor/Seller/Owner also agrees to accept return of the vehicle as full and complete settlement of this agreement.
7. Auction Company shall retain all documents of title until receipt of the Sale Price and all other fees and expenses required of the buyer in good funds, which amount shall be cleared and available funds in Auction Company's financial accounts. Documents of title shall be returned to the Consignor/Seller/Owner of any unsold vehicle within twenty-one (21) business days. Consignor/Seller/Owner also acknowledges that all documents of title may be utilized by Auction Company as collateral and held by Auction Company in the event of breach, as set forth in Section 8 below.
8. If there is a breach of this agreement, the right of termination and monetary damages shall not be the exclusive or preclusive, remedy of either party. Because the vehicle subject to this agreement is unique, Auction Company shall have, including but not limited to, the following rights and remedies:
1. (1) The right to refuse to offer the vehicle for sale by auction;
2. (2) The right to hold the title to any vehicle Consignor/Seller/Owner has consigned and/or the proceeds from the sale of any of Consignor/Seller/Owner's vehicles until all obligations of Consignor/Seller/Owner to Auction Company at the auction have been fulfilled, including but not limited to, obligations as a Consignor/Seller/ Owner of a vehicle as well as obligations as a Bidder or Buyer at Auction Company's auction at which Consignor/Seller/Owner has consigned vehicles; certificate of title fully executed for transfer.
3. (3) The right to interplead the vehicle proceeds of sale and documents in connection therewith;
4. (4) The right to an order for specific performance requiring Consignor/Seller/Owner to deliver the vehicle and its certificate of title fully executed for transfer.
9. Consignor/Seller/Owner agrees that Auction Company shall have no liability for loss, theft or damage of any type to the vehicle, its contents, or components at any time Consignor/Seller/Owner further agrees to save Auction Company, its agents, and its employees harmless from any claims for personal injury and property loss or damage arising out of this transaction. Consignor/Seller/Owner represents that the vehicle is currently insured and that Consignor/Seller/Owner shall maintain its own insurance. Auction Company provides no such insurance and is not an insurer of any vehicle or other article offered for sale. Consignor/Seller/Owner hereby grants permission for Auction Company, its employees or agents to drive or move the Vehicle before, during or after the sale. Consignor/ Seller/Owner represents and warrants that the vehicle is in the safe condition and operable condition to be driven by Auction Company employees or its agents.
10. The party executing this Consignment Agreement warrants that it has the authority to bind the Consignor/Seller/Owner to the terms of the Consignment Agreement.
11. Consignor/Seller/Owner represents that all of Consignor/Seller/Owner's statements and claims with respect to vehicle are true and correct to the best of Consignor/Seller/Owner's knowledge and belief and Consignor/Seller/Owner has not withheld from disclosure any know or unknown material problems, flaws, or discrepancies with regard to Vehicle. The Consignor/Seller/Owner shall provide an accurate odometer statement as required by law and shall be solely responsible for any inaccuracies with respect therein. Consignor/Seller/Owner agrees that Consignor/Seller/Owner or any agent or employee or independent contractor hired by Consignor/Seller/Owner has not tampered with the odometer on any vehicle consigned. Consignor/Seller/Owner indemnifies and holds Auction Company harmless for any damages arising from any incorrect or misleading statement or any known or unknown material problems, flaws or discrepancies, with regard to the vehicle.
12. For vehicles having a Reserve, Consignor/Seller/Owner agrees to pay Auction Company for its effort in the sale, a sales commission in the amount of eight (8%) percent of the Sale Price of the Vehicle,. vehicles identified as having no reserve (No Reserve), Consignor/Seller/Owner agrees to pay Auction Company a sales commission in the amount of five (5%) of the sale price of the vehicle. Upon the occurrence of any of the following, the Consignor/Seller/Owner is obligated to sell the vehicle and Auction Company is authorized to reduce the Sale Price by the Sales Commission and the net proceeds shall be paid to Consignor/Seller/ Owner within twenty-one-one(21) business days after close of the auction.
13. Based on the following, Consignor/Seller/Owner agrees to pay all commissions and premiums (This includes both Buyer and Consignor/Seller/Owner Commissions) otherwise due to Auction Company in the event the sale had closed to a bona fide buyer. These commissions shall be payable from the Consignor/Seller/Owner via wire transfer, certified check or cash prior to the release of the vehicle. Auction Company shall have the right to retain possession of the vehicle to secure full payment of these Commissions. Both Buyer (8%) and Consignor/Seller/Owner Commissions are payable to Auction Company, from the Consignor/Seller/Owner, upon the occurrence of the following situations:
    1. The Consignor/Seller/Owner acts as a buyer in the purchase of his/her own vehicle which is considered a "Buy-Back". Commissions shall be based on the high bid price;
    2. The Consignor/Seller/Owner withdraws the vehicle prior to the sale by or intentionally causes the vehicle to be unmarketable. Commissions will be based on the greater of the Reserve Price or Market Value as of the auction date;
    3. Consignor/Seller/Owner and the buyer agree to rescind the transaction after a contract for purchase and sale has been offered and accepted. Commissions will be based on the contract sale price;
    4. Consignor/Seller/Owner transfers or enters into any agreement to transfer, by any method, the vehicle within thirty (30) days after the close of the auction, to any party to whom Consignor/Seller/Owner or Auction Company marketed the vehicle during the Term, except in the event that said vehicle is sold at public auction by a licensed dealer. Commissions will be based on the greater of the reserve price or market value.
14. If the vehicle is to be sold with reserve, the auctioneer may bid on the Consignor/Seller/Owner's behalf in an amount not to exceed the reserve price. The reserve price may not be increased at any time. If Consignor/Seller/Owner offers to lower the reserve price and Auction Company shall sell vehicle at the lowered price, the original, normal reserve commission rate/formula will still apply.
15. If Consignor/Seller/Owner or Buyer shall sue Auction Company but does not prevail, Consignor/Seller/Owner or Buyer shall reimburse Auction Company for all its reasonable legal fees and expenses connected with such suit. Both Consignor/Seller/Owner and Buyer agree to submit to the venue and jurisdiction of the courts of Miami Florida, United States of America for any and all court cases arising out of these documents and the items they cover. Consignor/Seller/Owner and Buyer agree that the laws of the State of Florida shall apply to any disputes arising from this Consignment.
16. The consignment agreement represents the entire agreement of the parties and shall be binding on them and their respective heirs, personal representatives and assigns. This consignment agreement shall not be modified except in writing, signed by an officer of Auction Company in the auction office or at the auction block. The consignment agreement constitutes an agreement between the Buyer, Consignor/Seller/Owner and Auction Company and shall be interpreted in accordance with the laws of the State of Florida.

I HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS OF SALE STATED WITH THIS AGREEMENT.