Applicability

These terms and conditions ("Terms") govern the sale of items ("Items") between the seller (“Seller”) and Purple Wave, Inc. ("Auctioneer"), and each buyer ("Buyer") at internet auction on www.purplewave.com (“Website”).

The accompanying invoice (the "Invoice"), Website terms of use (“The Terms of Use”), the auction-specific terms and conditions (“Auction Details”), bidding Terms (“Bidding Terms”), and these Terms (collectively, this "Agreement") comprise the entire agreement between the parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral.

The parties agree that bidding on and buying Items on the Website are subject to this Agreement. By clicking to accept or agree to the Terms when this option is made available to you, you accept and agree to be bound and abide by this Agreement between the parties.

Notwithstanding anything to the contrary contained in this Agreement, Auctioneer may, from time to time change the services it provides without the consent of Buyer provided that such changes do not materially affect the nature or scope of the services, or the fees or any performance dates previously set in the Agreement.

Online Auction Marketplace

Auctioneer's Website provides an online marketplace for a no-reserve internet auction service. Every sale is made exclusively at auction, on Auctioneer's Website, between Buyer and Seller. The physical location of the auctioned Item determines the auction location. The Auctioneer and Seller do not ship Items, so the auction location is used for sales tax calculation unless otherwise required by law.

Item Removal and Storage Fees

At the close of an auction, the Auctioneer will send the Buyer an Invoice. After the Invoice is paid, the Auctioneer will send Buyer a paid Invoice. The Buyer must bring a copy of the Buyer's paid Invoice to remove an Item. The Seller shall cause the Item to be available at the location set forth in the Auction Details. The Buyer shall be responsible for all loading costs and provide equipment and labor reasonably suited for receipt of the Items. Seller and Auctioneer shall not be liable for any delays, loss, or damage in transit.

If for any reason the Buyer fails to remove an Item by the removal deadline as set forth in the Auction Details, or as otherwise set forth on the Invoice, at Auctioneer's discretion, Auctioneer may charge the Buyer storage fees (in addition to any other default fee or administrative fee that may apply below), which must be paid prior to removal of the Item after the removal deadline.

The Buyer is responsible for taking possession of the entire Item or lot. Partial removal will be considered abandonment, and the Buyer shall be responsible for the costs of disposal or clean up services left for the Seller.

Seller shall use reasonable efforts to meet any performance dates made known by the Buyer.

Shipping Arranged by Buyer

It is the Buyer's responsibility to arrange appropriate shipping if needed. Buyers are responsible for the cost of auction Item mobilization, disassembly, rigging, transport, insurance and all other costs related to physical transfer of Items from the auction location.

Title and Risk of Loss

Title and risk of loss passes to the Buyer upon close of the auction and receipt of the Item by Buyer. The risk of loss shall also pass to the Buyer in the event the Buyer fails to remove an Item by the removal deadline. As collateral security for the payment of the Item, the Buyer hereby grants to Seller and Auctioneer a lien on and security interest in and to all of the right, title, and interest of Buyer in the Item, wherever located.

Auctioneer Listings and Inspections

The Auctioneer listings include a written description of Item details, a catalogue of color photos, and videos when applicable. The Buyer understands the written descriptions may not reflect information otherwise provided by the photos or videos.

Bidders are strongly advised by Auctioneer to use care to satisfy all questions or concerns about the auction process, bidding process, or Items before placing a bid. Inspection and contact information for the Seller of every Item is posted in the Auction Details. If the Seller cannot be reached, please contact the Auctioneer for assistance. It is the Buyer's responsibility to inspect Items prior to the auction ("Inspection Period"). Every auction has a sufficient Inspection Period to allow for full and complete inspection and investigation of an Item. The Buyer accepts the condition of the Item by bidding on the Website. Bids cannot be removed once a bid is placed.

The Buyer understands that the Buyer is responsible for making sure the Item satisfies any state-specific inspection requirements.

The Buyer understands and agrees that the Auctioneer does not perform mechanical inspections on Items and the listings are not intended to be substitutions for independent inspection by the Buyer. Specifically, the Buyer understands the following limitations with regard Auctioneer's Website listings:

• Mileage and hours in listings are representations of what is observable on the service meter, but may not reflect actual hours or actual mileage. Buyers will have no recourse against Auctioneer or Seller for actual miles or hours being different than as represented on the Website.
• Operating weight appearing in some listings are manufacturers specifications. Actual weight may vary due to additional features and options.
• Accessories (interior / exterior, ancillary) may be listed in the description; however, Auctioneer and Seller do not verify operational condition of accessories such as air conditioning, heat, audio equipment, lighting, power seats, etc.
• Cosmetic damage, body damage, such as dents, cracks, scratches, rust, stains, and tears may not be included in the descriptions, however may exist on the Item.

Titled Items

Titled Items with "Salvage," "Non-Highway," or other brands are included in the description when known by the Auctioneer. It is the Buyer's responsibility to investigate title and registration history prior to placing a bid. The Buyer agrees to hold the Auctioneer and Seller harmless for undisclosed title brands which may affect registration or a new title being issued in the Buyer's jurisdiction.

The Buyer is encouraged to provide the VIN number, which is displayed on the Website, to your local motor vehicle department to confirm there are no title brands that would prevent you from titling or registering the vehicle. In accordance with state regulations, sale price on the title assignment is the total Purchase Price paid and consists of the winning bid plus the buyer's premium. Titles must be assigned to either an individual or company. Certificates of title will be assigned and mailed out as soon as practicable following verification of payment. Contact titles@purplewave.com or 888.316.7332 to provide title assignment information.

All titles are mailed out via USPS certified mail unless otherwise requested. The Seller and Auctioneer are not responsible for lost or delayed titles caused by shipping providers. The Auctioneer is not responsible for titles Seller returns to Auctioneer by USPS.

Purchase Price

The Buyer shall purchase the Item for the Buyer's winning bid at auction plus an additional ten percent (10%) buyer's premium (collectively, "the Purchase Price").

Auctioneer will collect sales tax as required by law as shown on the Invoice. If your purchase is eligible for an exemption, please complete the appropriate exemption certificate and email it to auction@purplewave.com. All Invoices will include sales tax Auctioneer is legally required to collect. The Purchase Price is exclusive of use and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any governmental authority. The Buyer shall be responsible for all such charges, costs and taxes.

Payment Terms

The Buyer shall pay all invoiced amounts due to Auctioneer, as set forth on the Invoice, by 4:00 p.m. on the second business day following the auction. Buyer shall make all payments hereunder by wire transfer, certified check, or credit card (up to $3,000), in US dollars.

In the event Buyer fails to pay as set forth above, the Buyer forfeits any interest in the item and the Buyer shall pay Auctioneer a default fee of fifteen percent (15%) of the Purchase Price. In addition to the default fee, storage fees may be assessed consistent with these Terms. Upon a resale resulting in a loss, the Buyer shall pay the difference between the original Purchase Price and resale Purchase Price. Buyer shall also reimburse Auctioneer for all costs incurred in collections, including, without limitation, attorneys' fees and court costs, unless prohibited by law.

Buyer shall not withhold payment of any amounts due and payable by reason of any set-off of any claim or dispute with Seller or Auctioneer, whether relating to Seller's breach, or otherwise.

EVERY ITEM IS SOLD ON WEBSITE “AS IS”

AUCTIONEER AND SELLER FURNISH ALL ITEMS TO BUYER AS IS, UNSUPPORTED, WITHOUT WARRANTY OF ANY KIND. AUCTIONEER AND SELLER DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. CONSUMER RIGHTS VARY FROM STATE TO STATE. CERTAIN STATES INCLUDING ALABAMA, CONNECTICUT, KANSAS, MAINE, MARYLAND, MASSACHUSETTS, MINNESOTA, MISSISSIPPI, NEW HAMPSHIRE, VERMONT, WASHINGTON, AND WEST VIRGINIA, LIMIT WAIVERS OF IMPLIED WARRANTIES. THE DISCLAIMERS AND EXCLUSIONS WILL NOT APPLY TO THE EXTENT CONSUMER WARRANTY EXCLUSIONS ARE PROHIBITED BY APPLICABLE LAW.

LIMITATION OF LIABILITY

THE BUYER AGREES IN NO EVENT SHALL SELLER OR AUCTIONEER BE LIABLE TO BUYER OR ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT SELLER OR AUCTIONEER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

MAXIMUM LIABILITY

IN NO EVENT SHALL AUCTIONEER'S AND SELLER'S AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNTS PAID BY BUYER TO AUCTIONEER AND SELLER FOR THE ITEMS AND SERVICES SOLD HEREUNDER.

Compliance with Law

Buyer shall comply with all applicable laws, regulations, and ordinances. Buyer shall maintain in effect all the licenses, permissions, authorizations, consents, and permits that it needs to carry out its obligations under this Agreement. Buyer shall comply with all export and import laws of all countries involved in the sale of the Items under this Agreement or any resale of the Items by Buyer. Buyer assumes all responsibility for shipments of Items requiring any government import clearance.

Termination

In addition to any remedies that may be provided under these Terms, Auctioneer may terminate this Agreement with immediate effect upon notice to Buyer, if Buyer: (a) fails to pay any amount when due under this Agreement and such failure continues for five days after Buyer's receipt of notice of nonpayment; (b) has not otherwise performed or complied with any of these Terms, in whole or in part; (c) abandons an Item, or (c) becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization, or assignment for the benefit of creditors.

Abandonment of Items; notice

Notice provided. In the event that a Buyer fails to collect their purchased item(s) within the specified removal deadline after receiving an abandonment notice from the Auctioneer, the following provisions shall apply:

• For items with a Purchase Price below $2,000: the Buyer shall forfeit all payments made - Ownership of the item(s) shall automatically revert to the Seller - The Buyer shall have no further claims to the item(s) or any form of refund.

• For items with a Purchase Price of $2,000 or greater: the Auctioneer shall retain the right to resell the item(s) on behalf of the Buyer. An administrative fee of 20% of the original transaction’s Purchase Price (minimum $1,000) shall be charged. This administrative fee is cumulative with any previously incurred fees, including but not limited to default fees and storage fees - Following resale, the Auctioneer shall refund to the original Buyer any proceeds remaining after deduction of all applicable fees and expenses. The Auctioneer reserves the right to revert ownership back to the original seller when fees and expenses exceed the original purchase price. Under no circumstances shall the refund amount exceed the original Winning Bid.

• No notice sent. Regardless of whether notice is provided, assets with a Purchase Price under $2,000 and not removed for ninety (90) days or more will be considered abandoned.

On titled transactions when the title has legally transferred ownership; the buyer is responsible for picking up the item and paying any storage, towing, or impound fees.

Purple Wave maintains the right to suspend or terminate bidding privileges for any account holder who fails to comply [any of Auctioneer’s Terms and Conditions] with removal terms and deadlines.

Waiver

No waiver by Auctioneer of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by Auctioneer. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement operates, or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

Force Majeure; technical failure

The Seller and Auctioneer shall not be liable or responsible to Buyer, nor be deemed to have defaulted or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of Auctioneer or Seller including, without limitation, acts of God, flood, fire, earthquake, cyberattacks, explosion, governmental actions, war, invasion, or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, epidemic, lockouts, strikes or other labor disputes (whether or not relating to either party's workforce).

In event of a technical failure, bidding error, or other unforeseen emergency, Auctioneer may, at its discretion, cancel or postpone any Item and may take actions to allow a natural conclusion to the sale.

Assignment

Buyer shall not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Auctioneer. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves Buyer of any of its obligations under this Agreement.

Relationship of the Parties

The relationship between the parties is that of independent contractors. The Auctioneer is not a party to the sale, but provides an online, no-reserve auction marketplace. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties.

No Third-Party Beneficiaries

This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of these Terms.

Governing Law

The governing law for a dispute or claim arising from the sale of Items on the Auctioneer's Website shall be as follows:

• All matters relating to the Terms or Agreement, except as set forth below, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims, such as torts), shall be governed by and construed in accordance with the internal laws of the auction location without giving effect to any choice or conflict of law provision or rule. Any legal suit, action or proceeding arising out of, or related to, these Terms or Agreement shall be instituted exclusively in the county and state of the auction location.
• All matters relating to the Payment Terms and Asset Abandonment, of these Terms, and any dispute or claim arising therefrom (including non-contractual disputes or claims, such as torts) shall be governed by and construed in accordance with the internal laws of the State of Kansas without giving effect to any other choice or conflict of law provision or rule. Any legal suit, action or proceeding arising out of, or related to payment terms or asset abandonment shall be instituted exclusively in the 21st Judicial District in the Riley County District Court of Kansas.

Notices

All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a "Notice") shall be in writing and addressed to the parties at the addresses set forth on the face of the Invoice or to such other address that may be designated by the receiving party in writing. All Notices shall be delivered by personal delivery, electronic mail, nationally recognized overnight courier (with all fees pre-paid), facsimile (with confirmation of transmission), or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only (a) upon receipt of the receiving party, and (b) if the party giving the Notice has complied with the requirements of this Section.

Severability

If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

Survival

Provisions of these Terms which by their nature should apply beyond their terms will remain in force after any termination or expiration of this Agreement including, but not limited to, the following provisions: Governing Law, Submission to Jurisdiction, and Survival.

Amendment and Modification

These Terms may only be amended or modified in a writing stating specifically that it amends these Terms and is signed by an authorized representative of each party.