AUCTION BIDDER AGREEMENT – Whiskey Exchange 2201814

Bidder and Auctioneer agree that the Terms and Conditions listed below shall govern this auction sale:

1. These terms bind the Whiskey Exchange auction held February 23, 2022. All persons seeking to register to bid acknowledge acceptance of these terms of sale, and guarantee prompt payment pursuant to these terms. No items will be removed prior to full payment, with all funds having cleared the Sellers account. The “Bidder” becomes a “Buyer” upon the Auctioneer’s acceptance of their bid on one or more items in the auction sale. All sales are final. No returns or refunds will be permitted for any reason whatsoever. Credit cards used at registration are for identification verification only and cannot / will not be used to pay for purchases.
2. Prospective buyers must submit to the auctioneer evidence of sufficient licensing. License verification should be sent to auctions@blackbirdauctions.com prior to or immediately following registration. Please register and submit documentation early. ALL SALES ARE CONDUCTED BY BLACK BUTTON DISTILLING, LLC – DSP-NY-21021 (the “Seller”). Blackbird Asset Services, LLC (the “Auctioneer”) is acting as auctioneer/agent only.
3. FULL PAYMENT BY WIRE TRANSFER must be made immediately for your purchase at the auction. ONLY WIRE TRANSFERS WILL BE ACCEPTED FOR THIS AUCTION. At the conclusion of the auction, you will receive an invoice with wiring instructions to remit payment directly to Black Button Distilling, LLC. Invoices left unpaid for 48 hours may be forfeited at the sole discretion of the Seller. The Seller reserves the right to resell such items without notice, and the defaulting Buyer shall be liable to the Seller for any resulting deficiency, including costs incurred in storing and reselling such items.
4. Surcharges on barrels, palletizing, loading, freight management, etc.: Each barrel sold in this auction will have an additional $110 per barrel added to the invoice for the following: $75 per barrel for the seasoned North American white oak barrel, $25 per barrel for palletizing and loading, $10 per barrel for logistics, freight management and DSP paperwork. Please refer to lot catalog for actual charges per lot as lots contain multiple barrels.
5. Auctioneer shall charge and collect from each Buyer an 18% buyer’s premium for each sale at the auction, in addition to the price as bid. Surcharges noted above are not subject to the buyer’s premium.
6. Products in this auction are wholesale only and will transfer “in-bond” (as that term is known to the industry), all buyers must supply valid tax and license documentation.
7. Freight, pick-up: All freight charges are the responsibility of the purchaser. Designated freight provider for this auction is Freightquote.com. Freight charges are invoiced separately by Freightquote depending on the quantity purchased and shipping destination. Freightquote account manager is Danny Hedges, 816-949-6807 email danny.hedges@freightquote.com . Shipment terms are FCA Buyers Truck, loaded, Rochester, NY, Incoterms 2020. Purchasers may arrange pick-up with their own truck, contact auctioneer for details and to make arrangements.
8. In the event of any dispute concerning the winning bid price for an item, the record kept by Auctioneer shall control. In any dispute between two or more bidders, the Auctioneer’s decision shall be absolute and final.
9. All items in the auction shall be sold to the highest bidder; provided, however, that some items may be auctioned with minimum reserve prices, and/or subject to Seller’s right of confirmation. Auctioneer reserves the right to reject any bid that is only a minimal increase over the preceding bid, that is not commensurate with the value of the item being offered, or any bid that Auctioneer believes was made illegally or in bad faith. Further, Auctioneer may bid at the auction either for its own account or on behalf of the Seller or a third party.  All sales are final.  No returns or refunds will be permitted, unless authorized by the Seller in writing.
10. All items are sold as-is, where-is and with all faults. Neither Seller nor Auctioneer makes any warranty, express or implied, as to the nature, quality, value, or condition of any item. Auctioneer and seller expressly disclaim any warranty of merchantability, fitness for a particular purpose or non-infringement. Barrels sold subject to normal evaporation/seepage, actual gallons cannot be guaranteed.
11. No sale shall be invalidated by reason of any defect or inaccuracy in any description or listing, and no liability shall be borne by the Auctioneer with respect to such errors. All information has been obtained from sources generally believed to be reliable, but the accuracy cannot be guaranteed or warranted by the Auctioneer. Please contact auctioneer at 716-632-1000 or auctions@blackbirdauctions.com to request samples not later than February 21, 2022. Samples sent FedEx billed to receiving party.
12. Use of Technology: Independent third-party service providers are responsible for supplying and maintaining various online electronic bidding platforms used in connection with online bidding, and as such each Bidder is subject to a set of terms specific to that service provider, typically agreed to upon registration with respective platform. Bidder acknowledges that neither the Auctioneer nor the Seller will be held responsible for any interruption in service, slow connection speeds, errors, and/or omissions, or any other complication encountered during the course of any online bidding. Auctioneer cannot guarantee continuous, uninterrupted or error free service for any online bidding. Bidder acknowledges that online bidding is conducted electronically and relies on hardware and software that may malfunction without warning, and by use of these platform(s) each Bidder agrees to indemnify and hold harmless Auctioneer and/or the Seller from any and all claims that may arise from use of any online bidding platform. Auctioneer may, in its sole discretion, void any sale, temporarily suspend bidding and/or re-sell any item/lots that may have been impacted by any malfunction of an electronic bidding platform.
13. The aggregate respective liability of Seller or Auctioneer in respect of any other loss or damage suffered by a Buyer and arising out of or in connection with these Terms and Conditions or arising out of or in any way connected with a Buyer’s participation in the auction, whether in contract, tort (including negligence) or for breach of statutory duty or in any other way, shall not exceed (i) in the case of the Seller, the amount of the purchase price paid by the Buyer; and (ii) in the case of the Auctioneer, the Buyer’s premium paid by the Buyer, in each case in respect of the goods which are the subject of the claim.
14. Buyers acknowledge that an auction site or the Seller’s site is a potentially dangerous place. Flammable, noxious, corrosive and pressurized substances may be present. Heavy equipment may be operated, and electrical circuits may be live. Every person enters such site at his or her own risk with notice of the condition of the premises and the activities that will be or have been conducted on the premises. Buyers shall so advise their agents and employees. No person shall have any claim against Auctioneer, the Seller or their respective agents or employees for any injuries sustained or for damages to or loss of person or property that may occur at such site.
15. COVID-19 related issues: By participating in this auction event Buyer acknowledges their understanding of the current pandemic as it relates to the use of social distancing from other human beings in order to protect themselves and others. Buyer agrees to practice social distancing (as that term is generally known), to limit their contact with other individuals, to wear protective equipment as may be necessary (breathing/face mask, gloves, coveralls), and to adhere to auction day and removal instructions and guidelines as they may be presented at the site. By participating in this auction event, the Bidder agrees to indemnify and hold harmless the seller and/or Auctioneer from any and all claims or actions for any reason whatsoever, including but not limited to those related in any way to COVID-19 or other pandemic related issues.
16. These Terms and Conditions are incorporated and merged with any sale-specific Terms and Conditions which may be distributed via our website at www.blackbirdauctions.com and / or at the physical auction location.

Terms and Conditions for Whiskey Exchange Auction 2201814, February 23, 2022 R1