**BIDDER TERMS & CONDITIONS (ONLINE-ONLY AUCTION)**

**Legal Notice: Intellectual Property.** The Bidder Terms & Conditions below are proprietary to **True Blue Auctions LLC**, created by Attorney **George A. Michak**, and may not be copied, disclosed, or distributed to anyone apart from the registered bidder and their legal counsel. These Bidder Terms & Conditions apply to online-only auctions conducted by True Blue Auctions LLC (�Auctioneer�) and constitute a legal, valid, binding, and enforceable contract between Auctioneer and each Participant, Bidder, and Buyer. These Bidder Terms & Conditions also form the basis for the **contract of sale** between the Sellers and the Buyers.

**1. Auction Conducted in Accordance with These Bidder Terms & Conditions.** This is an **online-only** auction conducted in accordance with these Bidder Terms & Conditions. By participating in the Auction, including by registering, placing bids, or otherwise accessing or using Auctioneer�s online bidding platform, each Participant agrees to be bound by, and to abide by, these Bidder Terms & Conditions.

**2. Definitions.** The following definitions apply to these Bidder Terms & Conditions for each auction conducted by Auctioneer:
�Absolute Auction� or �Absolute� applies only if and when expressly indicated and means an auction at which property is sold to the highest bidder regardless of the final bid amount, with no limiting conditions, restrictions, or reservations (an auction without reserve). Once bidding begins, property expressly offered for sale at an Absolute Auction will be sold to the highest bidder regardless of the final bid amount. **NO AUCTION CONDUCTED BY AUCTIONEER IS ABSOLUTE OR WITHOUT RESERVE, AND NO PROPERTY IS OFFERED ABSOLUTE OR WITHOUT RESERVE, UNLESS SPECIFICALLY AND EXPRESSLY STATED BY AUCTIONEER IN WRITING.**
�Auction� means the auction sale at which Auctioneer solicits bids through its online bidding platform, or is scheduled to solicit bids.
�Bidder� means any person or entity that makes a bid at the Auction.
�Bidder Number� means the number or other identifier issued by Auctioneer to a Registered Bidder for identifying bids made by such Registered Bidder.
�Bidder Registration� means the information provided by a prospective Bidder and the process of registering such prospective Bidder to bid at the Auction, including the prospective Bidder�s agreement to be bound by these Bidder Terms & Conditions.
�Bidder Terms & Conditions� means these Bidder Terms & Conditions.
�Broker Participation Fee� means, if applicable, an amount drawn from the Commission and/or Buyer�s Premium paid to a broker who participated in procuring a Buyer or otherwise assisted in facilitating the sale of Property at the Auction, under the terms and conditions and in the amount established by Auctioneer.
�Buyer� means the Winning Bidder with respect to each Lot of Personal Property or each parcel of Real Property.
�Buyer�s Premium� means an amount with respect to each Lot of Personal Property or each parcel of Real Property struck off at the Auction, calculated as a percentage of the Hammer Price, payable by the Buyer to Auctioneer for Auctioneer�s own account. For Real Property offered subject to Seller�s Confirmation, the Buyer�s Premium will be calculated on the amount of the High Bid Subject to Confirmation.
�Commission� means the amount payable by or on behalf of Seller to Auctioneer for Auctioneer�s services, calculated as a percentage of the Hammer Price.
�Fall of the Hammer� means the point at which Auctioneer declares a Lot or item of Personal Property or Real Property �sold� to the Bidder acknowledged by Auctioneer as having made the Winning Bid. In an online-only timed auction, the Fall of the Hammer occurs electronically at the close of timed (or extended) bidding for the applicable Lot. Where there is a High Bid Subject to Confirmation, the Fall of the Hammer occurs upon Seller�s Confirmation.
�Hammer Price� means the price established by the highest bid at the Fall of the Hammer.
�High Bid� means the high bid amount recognized by Auctioneer at the conclusion of bidding on a Lot or on a parcel of Real Property.
�High Bid Subject to Confirmation� means the High Bid amount recognized by Auctioneer at the conclusion of bidding on Real Property put up at Auction subject to Seller�s Confirmation. If confirmed by Seller, it will be the Hammer Price.
�High Bidder� means the Bidder recognized by Auctioneer as having made the High Bid with respect to a Lot or a parcel of Real Property.
�Knocked Down� or �Knock Down� means that Auctioneer has acknowledged the Winning Bid on a Lot or other item of Personal Property or Real Property with the Fall of the Hammer, or by indicating �sold,� including electronically at the conclusion of a timed online auction event. For Real Property subject to Seller�s Confirmation, the Real Property is knocked down upon Seller�s Confirmation of the High Bid Subject to Confirmation. (See �Struck Off�).
�No Sale� occurs if Property is offered at the Auction but is not struck off or sold, and Auctioneer passes on such Property or declares a No Sale.
�Online Bidding Period� means the time period during which bids may be tendered against any Lot offered at the Auction, as set forth on Auctioneer�s website and incorporated into these Bidder Terms & Conditions.
�Participant� means any person who participates in the Auction in any manner, including Registered Bidders, Bidders, and Buyers, and any person accessing Auctioneer�s online bidding platform.
�Personal Property� means tangible and movable property, and any intangible property (including, without limitation, intellectual property) offered at the Auction.
�Private Sale� means an event in which Property is sold by Seller, or on Seller�s behalf, other than at the Auction (including a sale at an auction conducted by a person or entity other than Auctioneer).
�Private Sale Price� means the fair market purchase price of Property paid, or agreed to, at a Private Sale in an arms-length transaction between Seller and a buyer. If such Property is sold through a Private Sale for less than its fair market value, or in a transaction that is not an arms-length transaction, or is gifted by Seller, the Private Sale Price (for purposes of this Agreement) will be the fair market value of such Property in an arms-length transaction.
�Property� means Real Property and Personal Property.
�Purchase Price� means, with respect to each Lot or other item of Personal Property and each parcel of Real Property, an amount equal to the Hammer Price or High Bid Subject to Confirmation (as applicable), plus the Buyer�s Premium, plus sales tax (if applicable), plus any other charges permitted under these Bidder Terms & Conditions and/or shown on the Buyer�s invoice (including, if applicable, shipping/handling/insurance).
�Real Property� means, if applicable, real property, including improvements, located at the address stated in the separate and specific Real Property/Real Estate Terms & Conditions. If the Real Property is comprised of separately deeded parcels, such parcels are identified in the separate and specific Real Property/Real Estate Terms & Conditions.
�Realty Closing� means the time and place at which Seller sells, transfers, assigns, and conveys all of Seller�s right, title, and interest in and to the Real Property to the Buyer, and at which the Buyer pays the Purchase Price in full.
�Realty Closing Date� means the date on which the Realty Closing occurs.
�Realty Deposit� means, with respect to Real Property put up at the Auction, the money that the Winning Bidder (or the Bidder making the High Bid Subject to Confirmation) must deposit with Auctioneer upon execution of the Realty Purchase and Sale Agreement.
�Realty Purchase and Sale Agreement� means the contract for the purchase and sale of Real Property put up at the Auction executed at the close of bidding by the Winning Bidder (or the Bidder making the High Bid Subject to Confirmation). In auctions subject to Seller�s Confirmation, Seller will execute the Realty Purchase and Sale Agreement only upon Seller�s Confirmation of the High Bid Subject to Confirmation.
�Registered Bidder� means a person or entity that has registered to bid at the Auction and has been issued a Bidder Number and/or online bidding account authorization.
�Registration Deposit� means, if required by Auctioneer, the deposit (in certified funds or other required form) made by a Registered Bidder to register for the Auction.
�Reserve� or �With Reserve� refers to circumstances under which a seller reserves the right to accept or decline any and all bids prior to the Fall of the Hammer. **UNLESS SPECIFICALLY AND EXPRESSLY STATED OTHERWISE IN WRITING, ALL PROPERTY IS OFFERED WITH RESERVE.**
�Reserve Price� means, if applicable, the minimum price Seller is willing to accept for Property.
�Seller�s Confirmation� means Seller�s confirmation, approval, and acceptance of the High Bid Subject to Confirmation acknowledged and recorded by Auctioneer.
�Struck Off� or �Strikes Off� means that Auctioneer has acknowledged the Winning Bid on a Lot or other item of Personal Property or Real Property with the Fall of the Hammer (including electronically at the conclusion of a timed online auction event). For Real Property subject to Seller�s Confirmation, the Real Property is struck off upon Seller�s Confirmation of the High Bid Subject to Confirmation.
�Subject to Seller�s Confirmation� means that after a High Bid Subject to Confirmation is received and acknowledged by Auctioneer, Seller may determine, in Seller�s sole and absolute discretion, to accept or reject such bid.
�Winning Bid� means the highest bid received and accepted (and, if applicable, confirmed by Seller) for Property offered at the Auction.
�Winning Bidder� means the Bidder recognized by Auctioneer as having made the Winning Bid.

**3. Auction Conducted in the Commonwealth of Pennsylvania.** The Auction is conducted in the Commonwealth of Pennsylvania. All Property is offered for sale in the Commonwealth of Pennsylvania and will be knocked down or struck off in the Commonwealth of Pennsylvania. Notwithstanding the physical location of any Participant, these Bidder Terms & Conditions are entered into in the Commonwealth of Pennsylvania; all bids and payments are received in the Commonwealth of Pennsylvania; and the Realty Purchase and Sale Agreement, if any, will be formed and entered into in the Commonwealth of Pennsylvania.

**4. Buyer�s Premium.** All Property offered at the Auction is subject to a Buyer�s Premium, payable by Buyer to Auctioneer for Auctioneer�s own account. The Buyer�s Premium will be calculated as a percentage of the Hammer Price and added to the Hammer Price to determine the Purchase Price. The Buyer�s Premium for Personal Property is: **13% Credit Card, 12% Check, 10% Cash.** The Buyer�s Premium for Real Property is the percentage described in the separate and specific Terms & Conditions for sale of Real Property/Real Estate.

**5. Access to Online Platform; Pickup Location Access at Buyer�s Risk.** Participants assume all risks associated with their access to and use of Auctioneer�s online bidding platform. Any person may be denied access to the Auction and/or the online bidding platform and may be removed at Auctioneer�s discretion. If Auctioneer permits onsite pickup, load-out, preview, or access to any pickup location, each person assumes all risks associated with such access.

**6. Bidder Registration.** All persons desiring to bid must register and be approved by Auctioneer and be issued a Bidder Number and/or online bidding account authorization. Each potential Bidder must provide such information (including identifying information and qualifications) as requested by Auctioneer. Auctioneer may refuse to accept Bidder Registration, may refuse to issue a Bidder Number/authorization, and may revoke a Bidder Number/authorization if a Registered Bidder breaches these Bidder Terms & Conditions or engages in improper conduct. By registering, each Registered Bidder acknowledges and agrees that such Registered Bidder has read, understands, and agrees to be bound by these Bidder Terms & Conditions.

**7. All Property Offered With Reserve.** All Property (including Personal Property and Real Property) is offered with reserve, and any bid may be rejected and Property may be withdrawn by Auctioneer at any time before the Fall of the Hammer (or, where applicable, before Seller�s Confirmation).

**8. Bidding.** Registered Bidders may bid only by agreeing to be bound by these Bidder Terms & Conditions. By bidding, each Registered Bidder acknowledges and agrees that such Registered Bidder has had a full and fair opportunity to read and understand these Bidder Terms & Conditions and affirms that such Registered Bidder is bound by them.

**9. No Bid Retraction.** No Bidder may retract a bid that has been submitted online. Each Bidder acknowledges and agrees that Auctioneer is acting in reliance on tendered bids in the conduct of the Auction, that bid retraction is disruptive and interferes with the Auction, and that, as an inducement for Auctioneer to accept Bidder Registration and permit bidding, each Bidder agrees not to withdraw or attempt to withdraw any submitted bid.

**10. Online Bidding Terms.** The following terms apply to this online-only Auction:
**10.1 Online Bidding Account.** Any Registered Bidder desiring to bid online must create an online bidding account by completing all necessary online forms and providing all required information.
**10.2 Notices and Announcements; Website Controls.** Each Registered Bidder is responsible for becoming aware of all notices, announcements, postings, and instructions published on Auctioneer�s website and/or within the online bidding platform for the Auction, including lot information, closing times, pickup instructions, and invoice/payment instructions.
**10.3 Posted Times; Extensions.** All times are based on **Eastern Time (ET)** unless stated otherwise. Posted closing times are approximate. Auctioneer reserves the right to close early, extend, or reopen the Auction (or bidding on any Lot) at any time in its sole and absolute discretion, including due to technical issues, disputes, or other circumstances Auctioneer deems appropriate.
**10.4 Responsibility for Online Bids.** If a bid is sent to Auctioneer from a Registered Bidder�s account and is accepted as the Winning Bid (and, if applicable, confirmed by Seller), such Registered Bidder will be the Buyer.
**10.5 No Reduction or Retraction of Online Bids.** Online bids may not be reduced or retracted.
**10.6 Online Bidding Increments.** Registered Bidders bidding online may bid only in whole bidding increments as established by Auctioneer.
**10.7 Records of Online Sales Control.** The record of sale kept by Auctioneer will be conclusive and final in all disputes. In the event of any discrepancy between platform messages/records visible to a Bidder and Auctioneer�s record of sale, Auctioneer�s record of sale will govern.
**10.8 Technical Considerations; No Liability.** Auctioneer will not be responsible for errors or failures to execute bids placed online, including errors or failures caused by: (i) loss of connection; (ii) breakdown/problems with the online bidding software; and/or (iii) breakdown/problems with a Registered Bidder�s internet connection, device, or system.
**10.9 Failure to Execute / Display.** Online bidding functionality is a service undertaken subject to other commitments at the time of the sale and Auctioneer does not accept liability for failing to execute an online bid or for errors or omissions in connection with online bidding activity, including display delays.
**10.10 Disclaimer of Warranty and Release.** Each Registered Bidder acknowledges and agrees that online bidding is at such Registered Bidder�s sole risk, responsibility, and obligation. Neither Auctioneer nor Seller represents or warrants that the website/platform will be uninterrupted, error free, or virus free; nor do they make any representation or warranty as to the results that may be obtained from use of the website/platform, or as to accuracy, completeness, reliability, security, or currency of the website/platform.
**10.11 Pickup Deadline Posted on Website; Buyer Duty to Check.** For this online-only Auction, the pickup date(s), time window(s), location, and final pickup deadline (�Pickup Deadline�) will be announced on Auctioneer�s website on the specific auction/listing page and/or on the Buyer�s invoice/checkout instructions. Each Registered Bidder and Buyer is solely responsible for reviewing those postings and instructions. Failure to receive an email, notification, or reminder does not extend the Pickup Deadline. Any updates or changes posted online (and/or on the invoice/checkout instructions) will be binding.

**11. Bid Increments.** Bid increments are established and controlled by Auctioneer and may be adjusted or modified in Auctioneer�s sole and absolute discretion.

**12. Registered Bidders Responsible for Account; Bids Placed Under Bidder Number/Login.** Each Registered Bidder is responsible for all activity conducted under the Registered Bidder�s Bidder Number, online account, login credentials, and/or authorized device. Auctioneer is not responsible for monitoring or policing account use. Each Registered Bidder is responsible for all bids made under such Bidder Number/account even if the Registered Bidder claims credentials were lost, stolen, or misappropriated, unless notice of such loss/theft/misappropriation was provided to Auctioneer prior to an unauthorized bid being made. Absent a clerical error, Auctioneer�s recording of bids will be conclusive evidence of the making of such bids by, or on behalf of, the Registered Bidder.

**13. Withdrawal of Property by Auctioneer.** Auctioneer has the absolute right to withdraw any Property from the Auction prior to the Fall of the Hammer with respect to such Property (or, where applicable, prior to Seller�s Confirmation).

**14. Winning Bid; Buyer.** Pursuant to these Bidder Terms & Conditions, the Bidder making the Winning Bid for any Lot or item of Personal Property or each parcel of Real Property will be the Buyer of such Property.

**15. All Property Sold �AS IS,� �WHERE IS,� and �WITH ALL FAULTS.�** **ALL PROPERTY IS OFFERED AND SOLD AS IS/WHERE IS, WITH ALL FAULTS, INCLUDING ANY HIDDEN DEFECTS OF ANY NATURE.** NEITHER AUCTIONEER NOR SELLER MAKES ANY REPRESENTATIONS, WARRANTIES, OR GUARANTEES WHATSOEVER, EXPRESS OR IMPLIED, REGARDING THE NATURE, VALUE, SOURCE, AUTHENTICITY, FITNESS, MERCHANTABILITY, AND/OR ANY OTHER ASPECT OR CHARACTERISTICS OF SUCH PROPERTY. NO STATEMENT ANYWHERE, WHETHER EXPRESS OR IMPLIED, INCLUDING VERBAL STATEMENTS MADE BY AUCTIONEER, WILL BE DEEMED A WARRANTY OR REPRESENTATION BY AUCTIONEER OR SELLER. WITHOUT LIMITING THE FOREGOING, THERE ARE NO WARRANTIES OF TITLE, NON-INFRINGEMENT, AUTHENTICITY, ORIGIN, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. EACH BIDDER ACKNOWLEDGES AND AGREES THAT HE, SHE, OR IT CANNOT RELY, AND HAS NOT RELIED, ON ANY REPRESENTATION, WARRANTY, OR GUARANTY MADE BY THE SELLER OR ANYONE ACTING AS AGENT OF THE SELLER, ORALLY OR IN WRITING, ABOUT THE PROPERTY. BY BIDDING, EACH BIDDER ACKNOWLEDGES AND AGREES THAT SUCH BIDDER HAS HAD A FULL AND FAIR OPPORTUNITY TO INSPECT THE PROPERTY (OR HAS WAIVED INSPECTION) AND IS RELYING SOLELY ON SUCH BIDDER�S INSPECTION AND INVESTIGATION (OR WAIVER OF SAME) IN DETERMINING WHETHER TO BID, IN DETERMINING THE AMOUNT OF A BID, AND IN BIDDING.

**16. Announcements.** Subject to limitations set forth in these Bidder Terms & Conditions, all terms, conditions, notices, pickup instructions, invoice/payment instructions, and other announcements made by Auctioneer on the day of the Auction or posted on Auctioneer�s website for the Auction are binding and take precedence over any advertisements or listings.

**17. Bidder�s Inspection.** By bidding, each Bidder acknowledges and agrees that such Bidder has had a full and fair opportunity to inspect the Property (or has waived inspection) and is relying solely on, or has waived, such Bidder�s inspection and investigation in determining whether to bid, in determining the amount of a bid, and in bidding.

**18. Description of Property.** Unless otherwise expressly stated in writing, any description of Property is based solely on visual impression and is provided for identification purposes only and does not create any warranty, express or implied, or representation by Auctioneer.

**19. Contract of Sale for Personal Property.** By operation of these Bidder Terms & Conditions and Section 2-328(b) of the Uniform Commercial Code, no additional writing is required to evidence the existence of a contract of sale for any Personal Property knocked down at the Auction regardless of the Purchase Price. These Bidder Terms & Conditions, together with Auctioneer�s clerking sheets and/or other physical or digital notation identifying the Lot, the Hammer Price, and the Buyer, will be conclusive evidence as to the terms of the sale and will be incorporated into the contract between each Buyer and Seller.

**20. Conduct of the Auction; Disputes; Reopening Bidding.** Auctioneer will regulate all matters relating to the conduct of the Auction and Auctioneer�s decisions will be final and binding. Auctioneer will resolve disputes. If (i) a timely bid was made but not recognized before the close of bidding, or (ii) promptly after the close of bidding Auctioneer is made aware of a timely bid that was not recognized, and it is demonstrated to Auctioneer�s satisfaction that such bid was timely made, Auctioneer may, in Auctioneer�s sole and absolute discretion, reopen bidding (but will not be required to). Any contract formed with the Fall of the Hammer will be subject to this Section.

**21. Upon Fall of the Hammer; Responsibility; Removal; Pickup Deadline; Shipping Costs.** Upon the Fall of the Hammer (for timed online auctions, the electronic close of bidding), the Winning Bidder becomes the Buyer and assumes full responsibility for the purchased Property, including safeguarding against theft, loss, and/or breakage. **All Property must be removed by Buyer during the scheduled pickup window and no later than the Pickup Deadline announced on Auctioneer�s website for that Auction (and/or as stated on the Buyer�s invoice/checkout instructions).** Buyer is solely responsible for pickup in person or by an authorized agent. If shipping is available or agreed to by Auctioneer in Auctioneer�s sole discretion, Buyer is solely responsible for all packing, handling, carrier charges, and shipping costs, and shipping must include insurance in an amount not less than the Hammer Price (the established market value at auction). **No Property will be shipped until the Purchase Price and all shipping/handling/insurance charges are paid in full in cleared funds.** If Buyer fails to remove Property by the Pickup Deadline (or fails to timely make shipping arrangements and pay all required amounts), the Property will be deemed abandoned and subject to Section 25, including storage, removal, disposal, and/or administrative costs incurred by Auctioneer. **PLAIN AND SIMPLE: YOU BOUGHT IT, YOU OWN IT, YOU REMOVE IT.**

**22. All Sales Final.** **ALL SALES ARE FINAL.**

**23. Sales Tax.** Subject to applicable exemptions, if any, each Buyer is responsible for the payment of sales tax for each Lot knocked down at the Auction.

**24. Payment for Personal Property.** All Lots of Personal Property must be paid for in full by the Buyer **in accordance with the payment instructions and payment deadline stated on Auctioneer�s website for the Auction and/or on the Buyer�s invoice/checkout instructions**, and in all events before any Property is released for pickup or shipment. Payment methods accepted may include cash (if permitted by Auctioneer), approved check (if permitted by Auctioneer), credit card, or wire transfer, as directed by Auctioneer. **No refunds. No exchanges.**

**25. Abandoned Items.** Any Lots not paid in full by the payment deadline (Section 24), not picked up and removed by the Pickup Deadline (Section 21), or for which payment has not cleared for shipping, will be considered abandoned and may be offered for sale at a later auction or subject to other disposition. Such abandonment does not relieve the Buyer of the obligation to make payment in full. Any payments made by or on behalf of a Buyer are non-refundable, and Buyers remain responsible for the full Purchase Price of all Lots struck off to them, plus any applicable costs, expenses, storage, removal, disposal, and administrative fees incurred by Auctioneer.

**26. Returned Checks.** Any checks returned unpaid will be subject to a returned check fee of $50.00. In addition, Auctioneer will be entitled to recover from the issuer all costs and expenses, including attorneys� fees, incurred in collecting payment.

**27. No Stop Payment Orders or Credit Card Charge-Backs.** Each Bidder agrees that such Bidder will not (i) issue a stop payment order with respect to any checks issued at or in connection with the Auction, or (ii) initiate a credit card charge-back with respect to any purchases at the Auction. If, in violation of these Bidder Terms & Conditions, a stop payment order is issued or a credit card charge-back is initiated, these Bidder Terms & Conditions will be conclusive evidence of the Bidder�s waiver and agreement not to do so, and the Bidder will remain liable for all purchases and responsible for all costs and expenses, including attorneys� fees, incurred by Auctioneer and/or Seller in challenging the stop payment order or charge-back and in collecting payment. This covenant is a condition to issuance of a Bidder Number/authorization and an inducement for Auctioneer to accept Bidder Registration.

**28. Claims.** With respect to Lots released to a Buyer (by pickup or shipment), no claims or returns will be allowed and no claim will be allowed for adjustments or rescission of any sales based on the failure of a Lot to correspond with any standard and/or expectation of the Buyer.

**29. Risk of Loss for Personal Property.** Risk of loss with respect to Personal Property struck off at the Auction passes to the Buyer with the Fall of the Hammer. Neither Auctioneer nor Seller will be liable for any loss or damage to Property after such Property is struck off at the Auction.

**30. Buyer�s Remedies; No Incidental or Consequential Damages.** To the extent any Bidder or Buyer may be entitled to damages or remedies, the sole and exclusive remedy available to Bidders and Buyers is a return of the Purchase Price actually paid (if any remedy exists). Under no circumstances will Auctioneer or Seller be liable for incidental or consequential damages, including lost profits or reduced productivity. No Bidder or Buyer is entitled to specific performance or other equitable relief.

**31. Seller�s Remedies.** If any Buyer breaches such Buyer�s obligations under these Bidder Terms & Conditions or under a sale contract with Seller of Property struck off at the Auction, such Property may be resold and the breaching Buyer will be responsible for any and all damages, including any deficiency or reduction in the Purchase Price, along with incidental damages.

**32. Indemnification.** Each Bidder agrees to indemnify and hold Auctioneer and Seller harmless from any current or future claim regarding the Auction or the Property, including fitness, use, damage, safety, or injuries to persons or property.

**33. Private Sale.** No Participant or Registered Bidder may offer to enter into a Private Sale for the purchase of any of the Property prior to or during the Auction. If any of the Property is not struck off at the Auction and Seller enters into an agreement to sell (i) any of the Personal Property within ten (10) days after the Auction and/or (ii) any of the Real Property within ninety (90) days after the Auction, Auctioneer will be entitled to receive an amount equal to Auctioneer�s full Commission and Buyer�s Premium.

**34. Bid Pooling.** Bid pooling occurs when Bidders collude to regulate and artificially suppress bidding to reduce the Hammer Price. Bid pooling is a felony. Anyone participating in bid pooling will be referred for prosecution.

**35. Theft.** Theft is a serious offense and, if discovered, will be prosecuted to the fullest extent of the law. Instances of theft will result in immediate termination of bidding and removal privileges.

**36. Governing Law; Jurisdiction; Venue.** These Bidder Terms & Conditions will be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, including its statutes of limitations, without regard to conflict-of-laws rules. All claims, disputes, and other matters between the parties will be brought exclusively in the **courts of competent jurisdiction sitting in and for Centre County, Pennsylvania** (state or federal as applicable), which shall have exclusive jurisdiction and shall be the exclusive venue for any and all such claims, disputes, and other matters. By registering and bidding, each Registered Bidder irrevocably and unconditionally consents to such jurisdiction and venue and waives objections on grounds of venue and forum non conveniens.

**37. Attorneys� Fees; Costs of Enforcement.** If any Participant breaches such Participant�s obligations under these Bidder Terms & Conditions, Auctioneer and/or Seller will be entitled to recover all costs and expenses, including attorneys� fees, incurred in enforcing their respective rights hereunder. This includes attorneys� fees incurred in responding to and addressing any unfounded claim or complaint submitted to the Bureau of Professional and Occupational Affairs (�BPOA�) or other licensing authority against Auctioneer, Auctioneer�s license, and/or Auctioneer�s auction company license.

**38. Finality of Auctioneer Decisions.** All decisions by Auctioneer in all matters regarding this Auction are final. We thank you for participating and wish you all the best of Providence.
Yours in the King, **Skip Dreibelbis**, Auctioneer of Record & Authorized Representative of **True Blue Auctions LLC**

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