DOTMED CLEAN SWEEP PROGRAM AUCTION TERMS
The undersigned, %%COMPANY%%, a corporation hereby intending to be legally bound expressly agrees to the terms hereof, as of %%DATE%% (“Effective Date”) as a condition to Seller’s participation in the DOTmed Clean Sweep Program offered by DOTmed.com, Inc. a corporation formed and existing under the laws of the State of New York with a place of business at 29 Broadway, New York, New York 10005 (“DOTmed”).
1. The DOTmed Clean Sweep Program (“Clean Sweep”) is only available to selected qualifying organizations and the terms hereof apply in addition to all the other terms that are applicable to a DOTmed Managed Auction on www.dotmed.com, including but not limited to its Auction Terms and Notice of Auction for DOTmed Managed Auctions.
2. Notwithstanding any fee that may be stated otherwise, the fee to which DOTmed is entitled for a Clean Sweep DOTmed Managed Auction shall be TBD%.
|Clean Sweep Commission|
|Item not sold||$0|
3. Terms and definitions of www.dotmed.com apply except as expressly otherwise stated herein. In the event of any conflict between the terms hereof and the standard terms of www.dotmed.com, the terms hereof control. On or about the Effective Date, Seller agrees to register on www.dotmed.com as a user.
4. The items which Seller is enrolling in Clean Sweep are identified in Schedule 1 hereto (“Assets”). Each of the Assets individually is referred to herein as Asset. The terms hereof only pertain to the Assets and to no other equipment or property. DOTmed will take an inventory of the Assets to verify the accuracy of Schedule 1.
5. Seller hereby agrees to auction the Assets on www.dotmed.com under the DOTmed Managed Auction format (“Auction”) for ninety (90) days. During the referenced auction period, DOTmed shall have the exclusive right to auction the Assets and Seller shall not through auction or otherwise undertake to sell such Asset.
6. Seller warrants and represents that no consent of any third party is required for the Seller to enter into these terms or to participate in Clean Sweep.
7. Seller shall retain title to each Asset until such time as it is disposed of pursuant to the terms hereof. Seller shall transfer such title to the Assets in accordance with the terms hereof.
8. Seller will transfer possession of the Assets to DOTmed at Sellers’ facility and permit DOTmed to conduct inspection and inventory of the Assets at such location. DOTmed shall then ship all Assets to a holding center. DOTmed shall advance any expenses connected with the (i) inspection, (ii) inventory, (iii) packaging and handling, (iv) transportation, and (v) storage of Assets immediately prior to and during the Auction period (“DOTmed Costs”). In addition to the commission to which DOTmed is entitled under the terms hereof, DOTmed shall be entitled to recover all of DOTmed Costs from the Auction proceeds for the Assets. In the event that the Auction proceeds are insufficient to cover DOTmed Costs, then the overage shall be deducted from Seller's future Auction proceeds generated from Seller.
9. DOTmed will exercise commercially reasonable care to preserve the Assets in the same condition as they were when possession of such was transferred to DOTmed but Seller shall bear the risk of loss or damage to the items as title holder.
10. Upon Auction by DOTmed of an Asset, a Successful Bidder shall be responsible for any expenses connected with the (i) storage, (ii) inspection, (iii) handling, or (iv) transportation of any Asset purchased under Auction.
11. In the event that an Asset is not Auctioned within the allotted time under these terms, the Asset shall automatically be scrapped by DOTmed and Seller shall have automatically surrendered any right, title or interest Seller has in such Asset or any proceeds therefrom and title thereto shall be automatically transferred to DOTmed by Seller by virtue of the scrapping process established under the terms hereof. DOTmed may scrap the Asset in any manner deemed suitable by DOTmed, including, but not limited to physical destruction or cannibalization of parts combined with physical destruction. In addition to the commission to which DOTmed is entitled to under these terms, DOTmed shall be entitled to recover all scrapping costs incurred by DOTmed in scrapping of an Asset (“Scrapping Costs”) from the Auction proceeds for the Assets.
12. Each Assets is Auctioned “AS IS” and “WHERE IS”.
13. DOTmed will prepare an auction listing for each Asset.
14. As part of the preparation of the auction listing for each Asset, DOTmed shall set a starting price and/or a reserve price. If the Seller wishes to participate in setting a starting price and/or a reserve price for any Asset it will inform DOTmed of such in advance and consult with DOTmed as to such.
15. DOTmed shall live launch the auction for each Asset pursuant to the usual and customary procedures employed by DOTmed under the DOTmed Managed Auction format under www.dotmed.com.
16. Once an auction is live, a prospective purchaser may request to inspect an Asset. Any such inspection by the prospective purchaser shall be at the expense of the prospective purchaser.
17. DOTmed shall account in writing to Seller as to the disposition of each at the conclusion of the Auction term provided for hereunder. The entire liability of DOTmed to Seller is limited to what is due to Seller hereunder.
18. DOTmed does not make any warranties or representations of any form.
19. Seller acknowledges that each Asset will be auctioned individually unless DOTmed determines that a group of Assets shall be auctioned as a lot.
20. Seller agrees to hold DOTmed harmless against any and all claims, judgments, decrees against DOTmed and damages, costs and expenses, including, attorneys' fees or any other loss incurred by DOTmed relating to any Auction or Asset under the DOTmed Clean Sweep Program.
21. The terms hereof may only be amended by a written agreement signed by all parties and the terms hereof set forth the entire understanding of the parties regarding the Clean Sweep.