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 10006 (“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|
DOTmed may separately charge Successful Bidder a fee for services or a buyer's premium in connection with the Auction and any such monies collected by DOTmed is for DOTmed's account only and Seller is not entitled to any participation as to such.
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. Seller agrees to register on www.dotmed.com as a user no later than three (3) business days from the Effective Date.
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 sixty (60) 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 in circumvention of DOTmed.
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 must properly prepare the Assets for transfer where any biohazards are present. Further, Seller will use Seller’s best efforts to provide to DOTmed all manuals, documentation and software which are associated with the Assets.
8. Federal HIPPA Privacy and Security Rules require healthcare provider to ensure that Protected Health Information is not compromised. To comply with this legislation, Seller must permanently remove patient data and records from any Assets before transferring the Assets to DOTmed. Though DOTmed is not responsible for any violation of HIPPA by Seller, DOTmed may purge any stored patient data or records from Assets. Any and all costs incurred by DOTmed in removing patient data or records from Assets shall be deducted from the final proceeds payable to Seller.
9. 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.
10. Seller will transfer possession of the Assets to DOTmed at Seller’s facility. Prior to such transfer Seller shall permit DOTmed to conduct inspection and inventory of the Assets at Seller’s facility. 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 and the reimbursement to DOTmed under Section 8 above, 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 shortfall shall be deducted from any proceeds otherwise due to Seller, including, any future Auction proceeds due to Seller.
11. 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 while the Assets are in the possession of the DOTmed.
12. Upon sale of Assets by DOTmed, the Successful Bidder shall be responsible for any subsequent expenses connected with the (i) storage, (ii) inspection, (iii) handling, or (iv) transportation of an Assets purchased under Auction.
13. In the event that the Assets are not Auctioned within the allotted time under these terms, the Assets shall automatically be scrapped by DOTmed and Seller shall have automatically surrendered any right, title or interest Seller has in such Assets 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 also be entitled to recover all scrapping costs incurred by DOTmed in scrapping of an Asset (“Scrapping Costs”) from any proceeds otherwise due to Seller, including, any future Auction proceeds due to Seller.
14. Each Assets is Auctioned “AS IS” and “WHERE IS” and without any warranties and representations.
15. DOTmed will prepare an auction listing for each Asset.The Assets will be offered online through DOTmed Auctions. DOTmed will make these Auctions available to visitors on DOTmed.com and other applicable sites as necessary to fully market the Assets.
16. As part of the preparation of the auction listing for each Asset, DOTmed shall set a starting price and/or a reserve price.
17. 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.
18. 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.
19. DOTmed shall account, in writing to the Seller, as to the disposition of each Asset at the conclusion of the Auction term provided for hereunder, as well as providing updated online reports as DOTmed may make available. The entire liability of DOTmed to Seller is limited to monies due to Seller under the terms hereof.
20. DOTmed does not make any warranties or representations of any form. Irrespective of any laws which may otherwise be applicable, including, any laws pertaining to consignment, DOTmed’s rights, obligations and liabilities are exclusively determined by reference to the terms and conditions hereof, including, the terms incorporated herein by reference and appearing on www.dotmed.com.
21. Seller acknowledges that each Asset will be auctioned individually unless DOTmed determines that a group of Assets shall be auctioned as a lot.
22. 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 of an Asset under the terms hereof.
23. Seller agrees to promptly execute at no cost to DOTmed or Successful Bidder, from time to time, any additional documents, required by DOTmed or Successful Bidder to effectuate transfer of title and possession of an Auctioned Asset free and clear of any liens and encumbrances.
24. 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.
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