BIDDER TERMS AND CONDITIONS:
All Auction sales are subject to the following Terms and Conditions. As used herein, “Auctioneer” shall mean Total Solution
Auction Group, LLC and its owners, employees, agents and assignees. As used herein, “Bidder” means any person or entity,
and the agents or representatives of any such person or entity, that registers, and/or bids, and/or buys, and/or otherwise
participates in the Auction (including, without being limited to, inspection and/or pick-up), regardless of whether such
person or entity tenders a bid.
These Bidder Terms and Conditions apply to auctions conducted by Total Solution Auction Group, LLC (“Auctioneer”), and
constitute a legal, valid, binding, and enforceable contract between Auctioneer and YOU (Bidder). These Bidder Terms and
Conditions also form the basis for the contract of sale between YOU (Bidder) and the Seller if YOU (Bidder) are the Winning
Bidder on any Lot(s).
1. 2. 3. 4. Auction Participation and Conduction. Auction Conducted Under and In Accordance with These Bidder Terms and Conditions,
Additional Terms and Conditions Posted by Auctioneer, and Announcements Made at the Time of the Auction, and Applicable Law.
The Auction is conducted under and in accordance with these Bidder Terms and Conditions, any and all other Terms and Conditions
posted by Auctioneer (whether at the Auction Site or online), any announcements or corrections made by Auctioneer at the time of
the Auction, and applicable law. By participating in the Auction, whether at the auction site, online, telephonically, or through any
other means (including Absentee Bid), YOU (Bidder) agree to be bound by, and to abide by, all such Bidder Terms and Conditions.
Bidder Registration; Bidder Qualification. YOU must register to bid. Only properly registered bidders who have completed the
required bidder registration and acknowledgement process may bid at the Auction, unless otherwise permitted by Auctioneer in
compliance with applicable law. Auctioneer may establish such Bidder Registration requirements and Bidder qualifications as
Auctioneer determines, in Auctioneer’s discretion, to be reasonably necessary or appropriate. In order to register to bid, YOU must
provide such information (including identifying information and qualifications) as requested by Auctioneer. Auctioneer may refuse
to accept a Bidder Registration from any potential Bidder, may refuse to grant bidding privileges to any potential Bidder and may
revoke the Bidder Registration or bidding privileges of any Bidder. By registering to bid, YOU represent to Auctioneer that, if YOU
are a natural person, YOU are at least eighteen (18) years of age and that YOU are otherwise legally able to enter into a contract.
Each entity (i.e., corporation, limited liability company, or other organization) registering to bid represents that it has the power
and authority to register, to bid, and to complete the purchase transaction if it is the Winning Bidder. If bids are made by or on
behalf of an entity, the entity and any individual making the bid will be jointly and severally liable on account of the bid. YOU
acknowledge and agree that YOU have read, understand, and agree to be bound by, these Bidder Terms and Conditions, any and all
other terms and conditions stated or posted on the Auctioneer website(s), and the terms and conditions posted on the websites of
any Online Auction Platform Provider(s) used by Auctioneer. Bidder qualification provisions are intended for the benefit of
Auctioneer and Seller(s), and create no rights or interests in any other persons, including competing. Bidders. Auctioneer and/or
Seller(s) may (but will not be required to) waive any Bidder qualifications, either globally or on a case by case basis.
Auction Conducted in the State of indiana. The Auction is conducted in the State of INDIANA. All property is offered for sale in
the State of INDIANA, and will be sold and delivered in the State of INDIANA. Notwithstanding YOUR physical location, these Bidder
Terms and Conditions are entered into in the State of INDIANA, all bids and payments are received in the State of INDIANA, and all
contracts between Seller and Buyer are formed and entered into in the State of INDIANA, and all Lots will be delivered in the State
of INDIANA.
Buyer's Premium. All Property offered at the Auction is subject to a Buyer’s Premium in an amount equal to TEN percent (10%) of
the Hammer or stated SOLD Price, which will be paid by the Buyer to Auctioneer for Auctioneer's own account. The Buyer’s
Premium is earned by Auctioneer with the Fall of the Hammer or SOLD statement and is non-refundable. The Buyer's Premium will
be added to the Hammer Price to determine total purchase price.
5. 6. Access to Auction Site and/or Online Auction Platform. YOU assume all risks associated with their presence at the Auction
Site and/or YOUR access to any Online Auction Platform utilized by Auctioneer. Any person may be denied access to the Auction,
the Auction Site, and any Online Auction Platform utilized by Auctioneer, and may be removed at Auctioneer’s discretion.
Nature of the Auction. This auction is with reserve. The property will be sold to the highest bidder if bidding reaches or exceeds
the Reserve Price. Seller may waive or reduce the Reserve Price prior to completion of the sale. Until auctioneer announces the
completion of the sale, the property may be withdrawn as permitted by applicable Indiana law.
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7. Bidding. YOU may only bid at the Auction by agreeing to be bound by these Bidder Terms and Conditions. By bidding, YOU
acknowledge and agree that YOU are subject to, and bound by, these Bidder Terms and Conditions.
8. Bid Retraction. A bidder may retract a bid prior to Auctioneers announcement of completion of the sale only as permitted by
applicable Indiana law. Retraction of a bid does not revive any prior bid. After auctioneer announces completion of the sale by Fall
of the Hammer, declaration of “SOLD” or other customary manner, the winning bid is binding and may not be retracted.
9. Absentee Bids; Remote Bidding. In Auctioneer’s discretion, Auctioneer may receive Absentee Bids and/or bids tendered by
remote Bidders (whether telephonically or otherwise). Absentee Bids may be initiated and advanced in accordance with
Auctioneer’s policies and procedures. Auctioneer will make reasonable efforts to execute Absentee Bids, but Auctioneer will have
no liability to any Absentee Bidder for the failure to execute any Absentee Bids for any reason whatsoever. Each Absentee Bidder
acknowledges and agrees that Property may be sold to another Bidder for the maximum amount of the Absentee Bid based on a
bidding sequence that causes another Bidder to reach such amount first. If the execution of an Absentee Bid at its maximum
amount would require Auctioneer to accept a bid that is less than a full bidding increment, Auctioneer has the sole and absolute
discretion to acknowledge or reject such bid. An Absentee Bidder may authorize Auctioneer to advance the bid by one or more
bidding increments after the maximum amount of the Absentee Bid is, or would be, reached. Auctioneer acts as the agent of the
Seller only, and the receipt and/or execution of Absentee Bids will not create an agency relationship between Auctioneer and any
Absentee Bidder.
10. Bid Increments. Bid increments are established and controlled by Auctioneer, and may be adjusted or modified in Auctioneer’s
sole and absolute discretion.
11. Responsibility for Bids Placed on Bidder Number. YOU are responsible for all bids made using YOUR Bidder Number. If YOUR
Bidder Number is lost, stolen, or misappropriated, YOU should notify Auctioneer immediately, and YOU will be liable for all bids
tendered using your Bidder Number prior to YOUR giving Auctioneer notice that Your Bidder Number was lost, stolen, or
misappropriated.
12. Withdrawal of Property by Auctioneer. Unless specific Property is, in express written terms, put up at Absolute Auction,
Auctioneer has the right to withdraw any Property from the Auction prior to the Fall of the Hammer.
13. Winning Bid; Buyer. Pursuant to these Bidder Terms and Conditions, the Bidder making the Winning Bid for the property will be
the Buyer of such Property.
14. All Property Sold “AS IS”, “WHERE IS”, and “WITH ALL FAULTS”. Except for sellers express written disclosure contained in
the Commercial Property Disclosure and sellers obligation to convey marketable title, the property is sold AS IS, WHERE IS, WITH
ALL FAULTS.
15. All Sales Final. ALL SALES ARE FINAL. All sales are final, subject to sellers obligation to convey marketable title and except as
expressly provided in the purchase agreement, including seller default.
16. Announcements. Subject to the limitation set forth in these Bidder Terms and Conditions, all terms and conditions and other
announcements made by Auctioneer on the day of the Auction are binding and take precedence over any advertisements or
listings.
17. Inspection. By bidding, YOU acknowledge and agree that YOU personally have had a full and fair opportunity to inspect and
preview the property, and that YOU are relying solely on YOUR inspection and investigation, or that YOU have waived inspection
and investigation, and that you have not relied on any statement, representation, warranty, or guaranty made by Auctioneer or by
any Seller or anyone acting as agent or representative of a Seller, except for Sellers express written disclosure contained in the
Commercial Property Disclosure. YOU, further, acknowledge and agree that any photographs or other images of Lot(s) are adequate
for YOUR purposes. You as Buyer agree to be responsible for conducting at your own risk your own personal preview and
inspection, investigations, inquiries and due diligence concerning the property. You agree to have known of the preview dates of
property and will have an auctioneer, seller or auction staff representative with you during preview. Seller disclaims any and all
responsibility for bidders safety, damages and damages to bidders property including, but not limited to automobiles during
preview and inspection of property. No party shall be deemed an invitee of the property.
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18. Description of Lots. Property descriptions, photographs, dimensions, square footage, maps, marketing materials are provided for
informational and identification purposes only. All dimensions and square footage are approximate unless otherwise stated. Bidder
is responsible for independent verification, except for Sellers written disclosures contained in the Commercial Property Disclosure.
19. Property Purchase Agreement between Buyer and Seller Winning Bidder will be required to properly complete and sign
without modification the Purchase Agreement of sold property immediately upon conclusion of Auction. Auctioneer may grant an
extension to no later than 5PM Eastern the following business day. These Bidder Terms and Conditions will be incorporated into
and made a part of the contract between each Buyer and Seller.
20. THIS PURCHASE IS NOT SUBJECT TO FINANCING Buyer agrees to pay to Auction Company a 10% CASH or BANK CHECK
Buyers Premium the day of Auction or no later than 5PM the following business day if approved by Auctioneer. The balance will be
due the day of closing.
The winning bidder is required to sign the Property Purchase agreement with payment and by payment deadline. No modifications to
agreement can be made.
If Buyers Premium and Purchase Agreement is not received by this deadline, the buyer agrees to have forfeited the purchase and will
be liable and required to pay the Buyers Premium equal to ten percent (10%) of the Hammer Price. Seller can resell the property with
Total Solution Auction Group and in such event, the Buyer shall be liable for payment of any deficiency realized from the second sale
plus all costs, including, but not limited to the holding costs of the property, the expenses in both sales, legal and incidental damages
of both the Seller and Auction Company. In addition, Total Solution Auction Group, LLC also reserves the right to recover any
damages separately from the breach of the Buyer. Both the Successful Bidder and Seller shall indemnify Total Solution Auction Group
for and hold harmless from any costs, losses, liabilities, or expenses, including attorney fees resulting from Total Solution Auction
Group, LLC being named as a party to any legal action resulting from either Bidders or Sellers failure to fulfill any obligations and
undertakings as set forth in this contractual agreement.
21. 22. 23. Closing: Closing shall occur within thirty (30) calendar days following the auction through Classic Title Company in Bedford, Indiana.
Property Tax: Property Tax will be prorated to the date of Closing
NO CONTINGENCIES: The sale of this property is not contingent on or subject to buyers financing, appraisal, survey or inspections of
any kind or any other contingencies.
24. Survey: There will be no survey unless required for clear title. If a survey is required for clear title the cost will be the responsibility of
the buyer.
25. TITLE: Seller shall provide clear title and an Owners Policy of Title Insurance in the amount of the purchase price and shall execute a
warranty deed conveying to the buyers. Seller will pay the premium for the title insurance policy and the sellers Title search charges.
A preliminary title commitment, if available before the auction, will be made available to prospective bidders for review. Bidder is
responsible for reviewing any title commitment and exceptions made available prior to bidding. Bidder will pay for all other Closing
costs and fees required to Close the sell.
26. Mineral Rights: The sale of the property shall include all mineral rights owned by the seller.
27. Bidding by or on Behalf of Seller. Seller, or those acting on Seller's behalf, may bid at the Auction unless the Auction is expressly
identified as an Absolute Auction that is not a forced sale. With respect to property having a Reserve Price, Auctioneer may bid on
Seller’s behalf up to the Reserve Price.
28. Conduct of the Auction. Auctioneer will regulate all matters relating to the conduct of the Auction and Auctioneer’s decisions will
be final and binding. Auctioneer will have control over bidding, and Auctioneer will resolve any and all disputes. Auctioneer may, in
Auctioneer’s sole and absolute discretion, reopen the bidding if (i) a bid is made while the hammer is falling in acceptance of a prior
bid or while bidding is otherwise being terminated, or (ii) after the Fall of the Hammer or other termination of the bidding
Auctioneer is made aware of a bid that was unnoticed prior to the Fall of the Hammer or other termination of the bidding, and it is
demonstrated to Auctioneer’s satisfaction that such bid was, in fact, timely made, or (iii) after the Fall of the Hammer or other
termination of the bidding Auctioneer is made aware that Auctioneer and a bid assistant or ringman, or multiple bid assistants or
ringmen, have acknowledged bids in the same amount bid from different Bidders, or (iv) an online bid, or other bid by a remote
Bidder, tendered or attempted to be tendered prior to the Fall of the Hammer goes unrecognized, or (v) some other bid dispute
arises. Any contract formed with the Fall of the Hammer will be subject to the conditions set forth in this Section. If bidding is
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29. 30. 31. reopened pursuant to this Section, the bid recognized by Auctioneer prior to the reopening of the bidding will be held, and may not
be retracted, and, if no further bids are received, such bid will be the Winning Bid. The determination of whether to reopen the
bidding is within Auctioneer’s sole and absolute discretion, Auctioneer is not required to reopen the bidding, and Auctioneer’s
determination will be final and conclusive.
Auctioneer’s Records Conclusive. Absent clerical errors, Auctioneer’s records will be final and conclusive.
Title. If YOU are certified as the Winning Bidder on the property, YOU will be contractually obligated to pay the Contract Price;
however, title and ownership of the property will not pass from the Seller to YOU until payment is made and clears, Purchase
Agreements are signed and closing of property is commenced.
Claims/Buyers Remorse. If you have won the property with your bid and auctioneer has stated SOLD or sold with the fall of the
hammer no claims or retractions will be allowed and no claim will be allowed for adjustments or rescission of any sales based on
the failure of the property to correspond with any standard and/or expectation you may have.
32. 33. Seller Remedies. If YOU breach YOUR obligations under these Terms and Conditions or under a sale contract with the Seller, such
property may be resold and YOU will be responsible for any and all damages, including any deficiency or reduction in the Contract
Price, along with incidental damages.
Indemnification. YOU agree to indemnify and hold Auctioneer and Seller harmless from any current or future claim regarding the
Auction or the Property, including, without being limited to, fitness, use, damage, safety, or injuries to persons or property.
34. Waiver. Certain provisions of these Bidder Terms and Conditions are for the exclusive benefit of Auctioneer and/or Seller(s). Such
provisions, including, without being limited to, Bidder Registration and qualification requirements, payment terms, removal and
delivery terms, and inspection terms, do not create, and will not be deemed to create, any benefits or rights in favor of any other
persons, including competing Bidders, and may not be enforced by any other persons. Either globally or on a case by case basis
Auctioneer and/or Seller may (but will not be required to) waive any provisions of these Bidder Terms and Conditions that are
intended for the benefit of Auctioneer and/or Seller.
35. Governing Law; Jurisdiction; Venue; Waiver of Jury Trial. These Bidder Terms and Conditions will be governed by and
construed in accordance with the laws of the State of INDIANA, including its statutes of limitations, but without regard to its rules
governing conflict of laws. All claims, disputes, and other matters shall be brought in a court of competent jurisdiction located in
Monroe County, Indiana, or in a federal court having proper jurisdiction over Monroe County, Indiana. YOU irrevocably and
unconditionally (i) agree that any claim, suit or cause of action relating to the Auction, these Bidder Terms and Conditions, or the
transactions contemplated hereby, will be brought in the state or federal courts sitting in and for INDIANA County, Monroe; (ii)
consent to the jurisdiction of such courts for any such claim, suit or cause of action; (iii) waive any objection that such party may
have to the laying of venue of any such claim, suit or cause of action in such courts; and (iv) waive any objection to the bringing of
such claim, suit or cause of action in such courts on the grounds of forum non conveniens. YOU waive the right to a jury trial.
36. Attorneys’ Fees. If YOU breach YOUR obligations under these Bidder Terms and Conditions, Auctioneer and/or Seller will be
entitled to recover all costs and expenses, including attorneys’ fees incurred in enforcing their respective rights hereunder.
37. Acceptance of Bidder Terms and Conditions. YOU acknowledge and agree that YOU have had a full and fair opportunity to
review these Bidder Terms and Conditions, and that you have read these Bidder Terms and Conditions, you understand these
Bidder Terms and Conditions, and you accept and agree to be bound by these Bidder Terms and Conditions.
38. Video/Photo Disclaimer. This auction may be video recorded and/or photos may be taken and/or auction may be LIVE streamed
per an online social media platform and is a condition of your attendance. YOU agree to the use of yourself, without further
consideration or compensation in both audio and video forms for purpose of illustration, broadcast or distribution in any manner
associated with the promotion of Total Solution Auction Group, LLC.
39. Seller’s Commercial Property Disclosure: Bidder acknowledges receipt of, or access to, and the opportunity to review
the Sellers Commercial Property Disclosure & Due Diligence Acknowledgement before bidding.
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40. Disclaimer: Subject to applicable law, Auctioneer reserves the right prior to completion of the
sale to correct, amend, supplement or clarify the Auction terms by written notice or
announcement. Any material changes will be announced before completion of bidding. All
information contained in advertising and brochures and all related materials are subject to the
terms and conditions outlined in the purchase agreement. All sketches and dimensions in
brochures and advertising are approximate. All decisions made by the auctioneer are final.

AUCTION WITH RESERVE
The property will be sold to the highest bidder if bidding reaches or exceeds the Reserve Price. Seller may waive or reduce the Reserve Price prior to completion of the sale.
A 10% Buyer’s Premium will be added to the Hammer Price to determine the Total Purchase Price.
The successful bidder must execute the Real Estate Auction Purchase Agreement and pay the required 10% Buyer’s Premium on the day of the auction or no later than 5:00 PM Eastern Time on the following business day, if approved by Auctioneer.
The balance of the purchase price will be due at closing.
No Contingencies
This purchase is not contingent upon financing, appraisal, inspection, survey, or any other contingency. Prospective bidders should complete all desired inspections and due diligence before bidding.
Property Condition
The property is offered and sold:
AS IS, WHERE IS, WITH ALL FAULTS
except for Seller’s express written disclosures contained in the Commercial Property Disclosure and Seller’s obligation to convey marketable title.
Closing
Closing shall occur within 30 calendar days following the auction through Classic Title Company in Bedford, Indiana.
Property taxes will be prorated to the date of closing.
Seller will provide an Owner’s Policy of Title Insurance and pay Seller’s title-search charges. A preliminary title commitment, if available before the auction, will be made available to prospective bidders for review.
Important Property Disclosure
Seller has completed a Commercial Property Disclosure & Due-Diligence Acknowledgment, which will be available to all prospective bidders before bidding.