Terms and Conditions of Bidding and Purchase for NY Real Estate at Online Auction

Thank you for participating in today’s auction. The auction will be conducted by Absolute Auctions & Realty, Inc. (AARauctions.com or AARbids.com) on behalf of the owner of the real estate (the Seller). The real estate offered for sale at auction (the real estate) is fully described in the Contract for Purchase and Sale, a copy of which is available for inspection within the Internet Bidding Packet.

1. Registration. All bidders are required to register prior to the auction at www.AARauctions.com, complete an 'Internet Bidding Packet', tender a deposit of $5,000 in cash, wire transfer or guaranteed funds made payable to - Absolute Auctions & Realty, Inc. and deliver/mail to Absolute Auction Center, 45 South Ave., P.O. Box 1739, Pleasant Valley, NY. In the event of a successful bid, bidder approves applying said funds toward the 10% buyer's premium downpayment. Auctioneer reserves the right to decline registration if forms are not completed.

2. Bid Documents. Upon fall of the gavel, conclusion of the auction, the high bidder and back-up bidder, shall be provided electronically a completed Purchase and Sale Agreement (sample provided on the AARauctions.com webpage) reflecting their respective bids, and including the 10% buyer’s premium. The high bidder and backup bidder agree to sign their Purchase & Sale Agreements (unaltered by successful bidder and back-up bidder) and adhere to the closing date therein. Seller will apportion value of each property, after auction, to the contract of sale. Failure to execute these documents and return to Absolute Auction & Realty, Inc office located at 45 South Ave. Pleasant Valley NY 12569 on the following business day by 4pm E.S.T. shall be deemed a default by the bidder(s).

3. Buyer's Premium. 10% buyer’s premium shall be added to the top bid to become part of the purchase price. Buyer's premium definition: the buyer's premium is that portion of the commission(s) which is/are being paid by the buyer. It is clearly understood and agreed by both buyer and seller that the auctioneer and broker represent the seller only. The full buyer's premium is due no later than 4:00 pm on the next business day following the auction, the successful bidder shall deliver, by wire transfer, or guaranteed funds acceptable to auctioneer/broker, the balance of the ten percent (10%) of the bid price. Said downpayment funds shall be payable to Absolute Auctions & Realty and deposited in an account designated by Absolute Auctions & Realty, for preservation of said funds. Failure to fund said downpayment shall constitute immediate default by the high bidder.

4. Default: High bidder agrees that failure to acknowledge the Purchase and Sale Agreement as outlined in #2 above, and, or, failure to fund the balance of the ten percent buyer premium downpayment as outlined in #3 above shall constitute default. In the event of default, bidder’s deposit of $5,000 shall be forfeited. Seller shall retain all other remedies available by law.

5. Back up Bidder: The backup bidder agrees that his/her bid shall be kept open until such time as the buyer's premium has been provided to auctioneer/broker by the high bidder. In the event the high bidder fails to provide the buyer's premium, the backup bidder shall become the high bidder and shall be obliged to provide the funds set forth herein, by four pm the following business day, upon notification by any means that he or she is now the successful bidder.

6. Closing Documents. Seller shall provide a legally recordable deed. Prior to auction, seller has represented to auctioneer/broker that title conveyed shall be insurable and free and clear of liens or adverse encumbrances.

7. Representations and Warranties. Broker makes no representations or warranties with respect to the subject property, as same address zoning, site plan approval or other federal, state or local laws. Any maps, plats, surveys, site plans, subdivision maps or the like have been supplied by seller and auctioneer/broker make no representation, warranties or guarantees with respect to locations, dimensions, track sizes, suitability for use, or subsurface conditions.

8. Representation. By execution of this agreement the bidder acknowledges the auctioneer/broker represent the seller, only, and the commission paid in respect to this sale is identified as a buyer's premium as set forth in paragraph four above. This is a portion of commission paid by the buyer.

9. Determination of Disputes. In the case of disputed bids, the auctioneer/broker shall exercise his or her best discretion in determining the resolution of claims, and such decision is final. Such decision shall not be the subject of any post-auction claims. Auctioneer/broker reserves the right to bid on behalf of buyers and/or sellers. No transfer shall be recognized from one buyer to another. In the event a dispute should arise after the auction, the auctioneer/broker's records shall be conclusive. Bidder agrees that litigation shall be conducted in Dutchess County, NY.

10. Privacy of Auction. The auction is a privately conducted event, not open to the public and as such, auctioneer/broker reserves the right to refuse admittance to any person.

11. Indemnity Provisions. By execution of this agreement, bidder agrees to bear responsibility for any charges, claims or expenses incurred by reason of any violation, breach or default in respect to these terms and conditions, including, reasonable attorney's fees, court costs, the cost of re-sale, and remarketing costs. The foregoing remedies are not exclusive.

12. General Provisions. All bids tendered for auction are subject to the approval of the seller, unless stated otherwise. The provisions herein made cannot be altered except in writing, and any provision of this agreement shall be interpreted in accord with New York law. This agreement shall not be interpreted or construed in a manner which creates a negative inference based upon the fact that the broker prepared the agreement. Facsimile signatures shall be considered binding. In such event any provision herein is deemed illegal, void or unenforceable by a court of law, it shall not impact the body or balance of the agreement.

13. Interpretation. Interpretation of this agreement shall be consistent with the purchase and sale agreement, it being the stated intent that this document and the purchase and sale agreement are to be read as integrated documents conferring the same rights and obligations.

14. Forfeiture Upon Default. In such event buyer fails to abide the terms and conditions set forth herein or fails to abide the obligations arising from the purchase and sale contract executed in conjunction with this sale, buyer acknowledges he or she shall forfeit all monies deposited. By execution of this agreement, bidder acknowledges this is a negotiated result, and the forfeiture of said sums of money do not constitute a penalty.
15. Condition of Property. (A) Purchaser states that Purchaser is fully aware of the physical condition of the Premises, including its state of repair, and of any and all other property included in this sale, based upon Purchaser’s own inspection and investigation thereof, and that such inspection and investigation is the sole basis for Purchaser’s conclusions as to the condition of the property, and for entering into this Contract. Purchaser has not relied upon any data, information, representations or statements, oral or written, concerning the physical condition, including state of repair, actual or permissible use, operating costs or any other matter pertaining to the Premises or the other property included in the sale, that was given or made by the Seller or by Seller’s representatives, and shall accept the same “as is” in their present condition and state of repair, subject to reasonable use, wear and tear, and natural deterioration between the date of this Contract and the date of Closing. (B) No representations or warranties are made by Seller with respect to any of the following, and Purchaser is encouraged to inspect public and other available records for information regarding: (i) school districts, registered sex offenders, and any and all other concerns Purchaser may have with respect to or in connection with the purchase of the Premises for the use contemplated by the parties herein; and (ii) availability of utilities or services, designated zones or districts (including but not limited to wetlands, historic preservation, zoning, agricultural, zoning overlays, and building moratoriums), and any and all other designations or districts that may affect the use or development of the premises, and any and all other concerns Purchaser may have with respect to or in connection with the location of the Premises. (C) Pursuant to §242(3) of the New York Real Property Law, Seller certifies that to the best of Seller’s knowledge there are no uncapped natural gas wells situated on the Premises nor has Seller entered into any leases or agreements with third parties for gas drilling or other exploitation or mining of any minerals, gases or oil on the Premises. (D) Because of the multitude of factors that may contribute to mold growth, Seller makes no representations or warranties concerning the presence or non-presence of mold in, on or about the Premises, and by accepting the deed Purchaser shall for all purposes fully and forever release Seller from any and all claims and liabilities relating to or arising from the presence of mold in, on or about the Premises. Seller hereby disclaims, unless otherwise expressly provided for herein, all warranties, expressed or implied, including the warranties of habitability, good workmanship, merchantability, and fitness for a particular purpose and including any warranties that could be construed to cover the presence of mold in, on or about the Premises. The only warranties Seller provides Purchaser in connection with (i) mold and (ii) the transaction contemplated in this Contract, are those expressly set forth, described and defined elsewhere in this Contract, if any. This Section shall survive Closing.
16. Lead-based paint disclosure & contingency. Every purchaser of any interest in residential real property on which a residential dwelling was built prior to 1978 is notified that such property may present exposure to lead from lead-based paint that may place young children at risk of developing lead poisoning. Lead poisoning in young children may produce permanent neurological damage, including learning disabilities, reduced intelligence quotient, behavioral problems and impaired memory. Lead poisoning also poses a particular risk to pregnant women. The seller of any interest in residential real property is required to provide the buyer with any information on lead-based paint hazards from risk assessments or inspections in the seller’s possession and notify the buyer of any known lead-based paint hazards. A risk assessment or inspection for possible lead-based paint hazards is recommended prior to purchase. If the transaction contemplated by this contract involves the purchase of an interest in residential real property on which a residential dwelling was built prior to 1978, then the following shall apply: seller represents to purchaser that seller has no knowledge of lead-based paint or lead-based paint hazards in existence on the premises. Seller has provided to purchaser all available records and reports, if any, pertaining to lead-based paint and/or lead-based paint hazards on the premises. Purchaser acknowledges that they have received and read the pamphlet “protect your family from lead in your home.” This contract is contingent upon a risk assessment or inspection of the property for the presence of lead-based paint and/or lead-based paint hazards at the purchaser’s expense for a period of ten (10) days after this contract shall have been signed by purchaser, not inclusive of the day on which purchaser signs this contract. This contingency will terminate unless purchaser (or purchaser’s agent) delivers to seller (or seller’s agent) a written contract addendum listing the specific deficiencies and corrections needed with respect to lead-based paint and/or lead-based paint hazards, together with a copy of the inspection and/or risk assessment report. Seller may elect in writing whether to correct the condition prior to closing. If seller elects to correct the condition, seller shall furnish purchaser with certification from a risk assessor or inspector demonstrating that the condition has been remedied prior to date of closing. If seller elects not to correct the condition, or if seller makes a counteroffer, purchaser shall have ten (10) days to respond to the counteroffer or remove this contingency and take the property in “as is” condition, or this contract shall become void and the contract deposit shall be refunded to purchaser.
17. Pickup fees. If the title company selected by the Purchaser charges a mortgage “pick-up” fee in excess of $175.00 per mortgage (or $300.00 for two or more), which fee shall include all related, handling and processing charges (i.e. overnight or express mail, etc.), Purchaser shall pay such excess at the Closing.
18. No assignment or recordation. Purchaser shall not record or assign this Contract or any of their rights hereunder, or any memorandum of same, without the prior written consent of Seller. In the absence of such consent, any purported assignment shall be entirely null and void and any such recordation shall constitute a material default by Purchaser under this Contract.
19. IRC Section 1031 Tax Deferred Exchange. Notwithstanding language to the contrary contained elsewhere in this Contract, this Contract may be assigned by either party to a qualified intermediary to accommodate an IRC Section 1031 Tax Deferred Exchange and such party may include this transaction as part of an IRC Section 1031 Tax Deferred Exchange for the benefit of such party; provided, that the Closing shall not be contingent upon the completion of such exchange and there is no material expense to the other party. Each party shall cooperate with the other party and execute all documents as may be required in connection therewith, subject to the reasonable approval of such other party’s attorney.
20. Authority; electronic and counterpart execution. An individual signing below on behalf of a party represents and warrants that he or she has the full power and authority to sign this instrument on behalf of such party and that this instrument and the transactions contemplated hereby have been authorized and approved by all requisite action of such party. This instrument (and any addendums, exhibits, schedules and attachments) may be executed electronically (via facsimile or PDF/TIFF), and in one or more counterparts, with each such counterpart when so executed to be deemed an original, but all of which when taken together shall constitute but one and the same instrument.