TERMS OF BIDDING AND SALE
9635 N Columbia Blvd.
Portland, OR 97203
9635 N Columbia Blvd.
Portland, OR 97203
(888) 230-8840 www.jstoutauction.com
Consignment to Retail Sale Agreement
- The undersigned (the “Owner”) hereby authorizes J Stout Auctions (the “Consignee”) to sell the items described below (the “Equipment”) at the Consignee retail location at 9635 North Columbia Boulevard, Portland, Oregon (“Company Site”).
- ☐ (Optional; Owner please check if you agree) Owner agrees that if the Equipment does not sell during the normal course of Consignee’s business operations, Consignee reserve the right to sell the Equipment online in one of its online auctions (“Internet Auction”) at https://www.jstoutauction.com/or at a live public auction (“Auction Sale”) to be held at the Company Site, at a future date to be determined. Owner understands that if the Equipment is sold through Internet Auction or Auction Sale, that Owner shall be obligated to pay the auction commissions detailed below. Owner agrees that any sale of the Equipment by Consignee, either through an Auction Sale or Internet Auction shall be subject to the Auction terms and conditions, which can be found on Consignee website, and which is hereby incorporated by reference. Under such terms and conditions, Consignee shall be referred to as the “Auctioneers”.
- Owner and Consignee agree that this Consignment to Retail Sale Agreement’s (the “Agreement”) terms and conditions, including those conditions on the reverse and/or attached shall be controlling. By executing this Agreement, Owner agrees that the statements of fact and promises in this Agreement are true and legally binding, and Owner agrees to abide and be bound by said terms and conditions.
- The Owner will, at Owner’s cost, deliver the Equipment in good working/running order, to the Company Site. If Consignee transports the Equipment to the Company Site, Owner understands and agrees that Consignee shall not be responsible for any damages or mechanical failures for that Equipment.
- Owner will make Consignee aware of any mechanical problems related to the Equipment and will disclose any and all Equipment related defects to the Consignee.
- The Owner hereby authorizes the Consignee, in Consignee’ sole discretion, to supply such glass, parts and batteries and to carry out such welding, steam cleaning, sandblasting, painting, repairing and other repair and refurbishing necessary, and to incur such expenses in the moving, hauling, storage, and service calls on the Equipment. Owner will promptly pay Consignee for all such costs incurred by the Consignee; provided however, that Owner’s liability pursuant to this paragraph 4 will not exceed __________________________________________________ ($__________________).
- The Owner hereby authorizes the Consignee to supply such fuel as the Consignee, in Consignee’ sole discretion, determines necessary for the demonstration and sale of the Equipment. Owner will pay Consignee for all related costs in a timely manner.
- The Owner expressly represents and warrants the following, all of which are made a part of this Agreement:
- Equipment is accurately and completely described in the Schedule set out below and/or the attached Schedule, including the odometer readings for any vehicles being sold, and any Equipment is certified as required by the State of Oregon;
- The Owner is the sole beneficial owner of the Equipment and the Equipment is not subject to any claims by any person or entity for any registered or unregistered charges, liens, encumbrances or interest of any nature or in any way except as set out in the Schedule below; and
- The Equipment is not subject to the collection or attraction of any taxes, liens, etc., of any Federal, State or any other taxing authority of any kind and type notwithstanding any past, present or future use to which the Equipment may have been, presently is or hereafter may be used.
- Complete and accurate details of the Equipment are as follows:
Special Instructions: ______________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________.
TERMS AND CONDITIONS OF THE AGREEMENT TO RETAIL SALE
- The Agreement includes both the terms and conditions stated on the front page of this document and these terms and conditions. All terms and conditions are intended to be legally binding.
- The Owner and the Consignee agree:
- The Owner hereby authorizes the Consignee to carry out title searches regarding the Equipment at Owner’s sole expense;
- The Consignee is only acting as Owner’s agent in the sale of the Equipment. In no way are Consignee acting as a principal in the sale of the Equipment;
- At the time that Owner provides Consignee with the Equipment to sell, Owner will provide Consignee (i) all documents evidencing Owner’s title to the Equipment or any part of the Equipment that is capable of being or required to be registered; and (ii) and all properly endorsed documents that are required for a purchaser to register ownership of the Equipment after purchase. The Owner understands and agrees that without such documents the Equipment’s sale price shall likely be less than if Owner had provided the documents;
- In the event that such documents have not been delivered by Owner to the Consignee as required, Owner hereby retains and appoints the Consignee as its true and lawful Attorney and authorizes Consignee to sign, execute and deliver all such documents required to transfer title to and permit registration of Equipment ownership to and by any purchaser of the Equipment, in Owner’s name and on Owner’s behalf;
- The Owner shall:
- Be responsible for any loss or damage to the Equipment until the earliest of:
- Purchaser’s removal of the Equipment from the Company Site; or
- Owner’s receipt of all proceeds from the sale of its Equipment; and
- Insure the Equipment to its full insurable value against any and all risks of damage so that in the event of damage to or destruction of the Equipment or any part thereof, all insurance proceeds shall be credited to the proceeds from the Equipment sale and payment made to the Consignee for:
- Commission, based on the fair market value (“FMV”) of the damaged or destroyed Equipment immediately prior to such damage or destruction, as determined in Consignee’ sole reasonable discretion; and
- Repayment of all cash advances, if any, made by the Consignee to or on behalf of the Owner together with interest on such cash advances at the rate of 1% per month; and
- Reimbursement of all out-of-pocket costs for Equipment refurbishing or repairs done by the Consignee prior to the damage or destruction;
- Be responsible for any loss or damage to the Equipment until the earliest of:
- In connection with any registered or unregistered charges, liens, taxes, duties or interest claimed by any person or authority regarding the Equipment, whether or not disclosed on this page or the reverse and thus made a part of this Agreement:
- The Consignee may make payments to such claimant in order to clear title to the Equipment; and
- The Owner will indemnify and hold harmless the Consignee and any purchasers of any part of the Equipment against any and all loss, costs or damages resulting from such claims and defending such claims. Owner will immediately reimburse Consignee for any and all such expenses paid by Consignee.
- Owner authorizes the Consignee to utilize any part of the Equipment as needed in order to sell the Equipment;
- Owner authorizes Consignee to use Owner’s name, trademark or logo in advertising the Equipment prior to sale;
- Owner will indemnify and hold harmless the Consignee against any and all lawsuits, actions, costs or damages arising from or related to any false representations made by Owner that is contained in this Agreement or from any breach of Owner’s obligations in this Agreement including, but not limited to, any inaccuracy in the description of the Equipment;
- Owner agrees that Consignee will not pay Owner any money for any part of the Equipment until purchaser has paid for that part of the Equipment in full;
- In the event that Owner fails to disclose any Equipment defects to the Consignee in a timely manner, Consignee reserve the right to cancel the sale of any Equipment with non-disclosed defects and may charge the Owner the full sales commission and any purchaser fees as if the Equipment had sold;
- Consignee make no guarantee to the Owner regarding the gross proceeds that shall be realized from the sale of the Equipment unless Consignee and Owner have agreed on a price restriction for the Equipment; and
- Owner will comply with any and all laws relating to the sale of the Equipment.
- The Consignee will apply all proceeds from the sale of the Equipment as follows:
- Consignee will first receive its commission from the sale of the Equipment in the amount of _________% of the gross sale price of the Equipment
_____ (please initial)
- Reimbursement to the Consignee of all expenses incurred by the Consignee in carrying out the provisions of Section 4 of page 1 of the Agreement and Section 2a above;
- Reimbursement to the Consignee of any amounts paid or incurred by the Consignee regarding the Equipment pursuant to the provisions of subparagraphs 2.f.(i) or 2.f.(ii) above; and
- Consignee will remit the balance of any proceeds, if any, to Owner by (i) first class mail or (ii) otherwise in accordance with Owner’s written instructions, on or before the twenty-first (21st) day following the date the Equipment is sold and Consignee has received all proceeds, without hold or other restriction on funds.
- With regard to the sale of vehicles, the following additional conditions will apply:
- If Consignee do not comply with the terms of this Agreement, Owner may file a complaint in writing with the Department of Transportation in Salem, Oregon; and
- Consignee must pay Owner the said proceeds from any sale of a vehicle with ten (10) days of the completion of sale, with “completion of sale” defined as the day on which Consignee have received the proceeds in full from the sale of a vehicle.
- Owner hereby irrevocably assigns to the Consignee all amounts due pursuant to Sections 3.a., 3.b., and 3.c.
- Owner will pay Consignee any deficiency arising in the event that the gross proceeds collected from the sale of the Equipment is insufficient to pay or reimburse Consignee for amounts due under Sections 3.a., 3.b., and 3.c.
- The non-prevailing party will pay the prevailing party’s reasonable attorneys’ fees and costs incurred in connection with any legal action initiated by either party in order to enforce the Agreement or any of its provisions, or in connection with any alleged dispute, breach, default, interpretation, or misrepresentation of the Agreement.
- Any dispute, controversy, claim, breach or alleged breach relating to this Agreement shall be submitted to, and settled by, arbitration in Vancouver, Washington, pursuant to the American Arbitration Association (“AAA”) Arbitration Rules, upon the request of a party. Any award rendered shall be final and conclusive upon the parties and a judgment based on that award may be entered in the highest court of the forum, state, or federal, having jurisdiction.
- Venue & Jurisdiction: Any action related to this Agreement that is not finally settled by arbitration shall be brought in Clark County Superior Court, Vancouver, Washington. Washington law will apply to any such action.
- I hereby represent and warrant that I am the Owner of the Equipment or the Owner’s agent for the Equipment that is stated in this Agreement and that I have full power and authority to enter into this Agreement.
- This Agreement’s representations and warranties regarding the Equipment are accurately and completely set out in the Agreement, and specifically, the Equipment is not subject to any mortgage, lien, charge or encumbrance of any nature whatsoever, registered or unregistered, except as otherwise stated in this Agreement.
- This Agreement shall be given a fair and reasonable construction in accordance with the intention of the parties and without regard to the identity of its drafter.
- I execute this Agreement as (the agent of) Owner of the Equipment expressly so that the Consignee will agree to sell the Equipment stated in this Agreement on my behalf and for my benefit.
- This Agreement, including any attachments or exhibits, sets forth the final, entire understanding and agreement of the parties and incorporates all of the agreed upon terms, covenants and conditions. This Agreement can only be modified or amended in writing, signed by both parties. This Agreement is binding upon heirs, executors, administrators, successors and assigns except as enforceability may be limited by bankruptcy, insolvency, or other similar laws of general application or by general principles of equity.
- (The agent of) The Owner has read and understands the Agreement’s terms and conditions and acknowledges that fact by executing this Agreement.