General: These sales terms (“Sales Terms”) are governed by the laws of the State of Florida. By participating in the auction, the Buyer acknowledges and agrees to be bound by these sales terms. • Asset Condition: All assets are sold "as is, where is" without any warranties or guarantees, either express or implied. The Seller makes no representation or warranty of any kind as to the condition, design, functionality, merchantability, noninfringment or suitability of any asset for any particular purpose. The Buyer acknowledges and agrees to the Inspection Terms. See Inspection Terms for details. Any claims, legal proceedings, or litigation arising in connection with these al will be brought in and subject to the sole and exclusive jurisdiction of the state and federal courts located in Broward County, Florida and the parties each irrevocably and unconditionally consent and submit to the exclusive jurisdiction of the courts of Florida and waive any objection, whether based on forum non conveniens or otherwise. EACH PARTY FOR ITSELF, ITS SUCCESSORS AND ASSIGNS, WAIVES ALL RIGHT TO TRIAL BY JURY OF ANY CLAIM ARISING WITH RESPECT TO THE SALES TERMS OR ANY MATTER RELATED IN ANY WAY THERETO. Neither the Sales Terms nor any right or duty hereunder may be transferred, assigned or delegated by either party, by operation of law or otherwise, without the prior written consent of the other party, and any attempted transfer, assignment or delegation without such consent will be void. Notwithstanding the foregoing, either party may assign or transfer the Sales Terms in connection with a merger, acquisition, or sale of all or substantially all of its assets without the prior written consent of the other party. Subject to the foregoing, the Sales Terms will be binding upon and will insure to the benefit of the parties and their respective representatives, heirs, administrators, successors and permitted assigns. No amendment to these Sales Terms will be binding unless made in writing and signed by a duly authorized representative of each party. No failure or delay of a party to exercise any right or remedy hereunder will operate as a waiver thereof or affect any other right or remedy. All rights and remedies hereunder are cumulative and are not exclusive of any other rights or remedies provided hereunder or by law. Any notice required or permitted to be given hereunder must be in writing, signed or authorized by the party giving notice, and may be delivered by hand, deposited with an overnight courier, sent by confirmed email, confirmed facsimile, or mailed by registered or certified mail, return receipt requested, postage prepaid, in each case to the address of the receiving party as identified on the Sales Terms or at such other address as may be furnished in writing. Notice is effective on the earlier of five days from being deposited for delivery or the date on the confirmed facsimile, confirmed email or courier receipt. If any provision of the Sales Terms is invalid, illegal, or incapable of being enforced by any rule of law or public policy, all other provisions of the Sales Terms will remain in full force and effect. • Asset Pickup: Unless otherwise stated in the Removal Terms or confirmed in writing by a duly authorized representative of the Seller, if assets are not picked up within 14 days of making payment, the Buyer forfeits rights to the asset(s) and all monies paid, and no refunds will be provided. The Seller is entitled to resell or dispose of abandoned asset(s) at their sole discretion. • Transfer of Title: The Seller shall transfer the title to the purchased asset(s) to the Buyer upon Buyer’s payment of the purchase price. • Liability: The Seller shall be indemnified and held harmless from and against all claims, damages, losses, and expenses, arising out of or resulting from the sold asset(s). The Buyer acknowledges and agrees that upon pickup of the asset(s), the Buyer assumes all risk, responsibility, and liability for the asset(s) and their use.