Bidder/Buyer Agreement

THIS BIDDER/BUYER AGREEMENT (the “Agreement”) is by and between You (“Buyer” or “You”) and Central City Steel, Inc and its affiliates (“CCS” or “We”) in which You agree to abide by the terms and conditions hereof relating to your bidding and/or purchasing of certain titled units and non-titled units (collectively, “Units”) as further described below sold through the CCS website, located at https://www.www.centralmetalsource.com (the “Site”), and the services provided by CCS with respect to the Site, as defined below. By registering on the Site and/or placing a bid in a CCS auction, You represent and warrant that you have read and understand this Agreement and agree to be bound by the terms set forth herein and CCS’s Terms of Use and Privacy Policy.

All capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in CCS’s standard Terms of Use, which is located at https://www.www.centralmetalsource.com.

CCS reserves the right to change or modify any of the terms and conditions contained herein at any time, without notice. Any changes shall be effective upon posting on the Site. Your continued use of the Site and the Services following CCS’s posting of any changes shall constitute your acceptance of such changes or modifications. If you do not agree to any changes to these terms, do not continue to use the Services or this Site.

Definitions

Affiliates refers to Fairbid International, LLC, Central City Steel, Inc., and any other entity that directly or indirectly controls, is controlled by, or is under common control with CCS or its or their successor in interest.

Buyer’s Representative refers to any agent, employee or other third party who acts on Buyer’s behalf.

Default refers to Buyer or Buyer’s Representative’s failure to: (i) comply with the terms of this Agreement or any agreement or policy related hereto; or (ii) pay any sum of money owed to a Seller (as defined herein) within the prescribed time period, as set forth in Section 7 and/or on Seller’s listing page for the Unit.

Non-Compliance refers to Buyer’s non-compliance with the terms of this Agreement which may result in suspension or revocation of use of the Site and Services, at the sole discretion of CCS.

Non-Titled Unit refers to any used or damaged mobility vehicle, equipment, machinery, and other items that do not require valid title to operate/transfer ownership under federal, state and/or local law.

Seller refers to any individual or entity and its representatives registered on the Site to sell Units in compliance with the applicable Seller Agreement, Terms of Use and Privacy Policy of the Site.

refers to any and all services provided by CCS through the Site.

Titled Unit refers to any used or damaged vehicle, truck, motor home, recreational vehicle, scooter, electric car, motorcycle, trailer, special purpose vehicle, or other type of Unit which requires valid title for ownership under federal, state and/or local law.

Unit Information refers to certain information with regard to a particular Unit, including, but not limited to, year, make, model, vehicle identification number (“VIN”), mileage, odometer disclosure, drivability, roadworthiness, accessories, safety recalls, title, title history, airbags, condition, ACV, estimated repair cost, damage type, damage location, images, sale document, keys, or VIN plates, and the ability of the Unit to start or run.

ONLINE BIDDING/BUYING

Registration and Logging In. Buyer must be eighteen (18) years of age or older and meet all requirements imposed by federal, state and local laws and regulations to register. Buyer shall truthfully and accurately complete the registration process on the Site. Once registered on the Site, Buyer shall receive a username and password. Buyer shall be responsible for all bids placed with Buyer’s account and for any/all charges which may accrue to Buyer’s account. Buyer’s username and password shall only be used or disclosed by Buyer to duly authorized agents/employees on Buyer’s account. Buyer is responsible for payment of all bids placed by Buyer and Buyer’s authorized bidders via Buyer’s account.

Buyer Account Cancellation. CCS reserves the right to suspend or revoke Buyer’s account for Non-Compliance or for no reason at all, with or without notice. If Buyer’s account is suspended or revoked, Buyer shall not set up another account on the Site until the suspended or revoked account is reactivated.

Information. By using our Services, You grant us permission to share your information with Sellers, including, without limitation, your contact information (e.g., name, address, telephone, number, email address, etc.) and other information that You provide to us.

SALES

Entered Bid. Once a bid has been entered or submitted, it cannot be retracted, cancelled or deleted.

Rejected Bids. CCS reserves the right to reject or void any bid at any time for any reason. Should a dispute arise regarding a rejected bid, CCS has sole and absolute discretion in the resolution of such disputes.

Cancelled Sales. CCS may postpone or cancel a sale, or withdraw any Unit from a sale or auction, with or without notice, for any reason. CCS shall have no liability or obligation to You as a result of any Unit being withdrawn from an auction, sale cancellation or postponement. CCS may also cancel or reverse a sale in the event of fraud, misrepresentation or patent defect in the Unit description, Unit Information or bidding information.

Auto Bid. You may authorize CCS to automatically increase your bid when another bidder outbids You, subject to your preset maximum bid amount. You shall receive an email notification of any Auto Bid entered by CCS on your behalf. If You do not receive an email from CCS, no Auto Bid shall be entered on your behalf by CCS. In the event that You have any questions regarding Auto Bid, You should contact CCS’s customer service. Auto Bids may be set at specific incremental increases depending on the auction.

Buy It Now. CCS shall offer Units for Buy it Now, which permits You to purchase a Unit. In a Buy it Now transaction, Buyer shall be permitted to purchase a Unit immediately at a specific price set by Seller. Once a Buyer selects the Buy it Now option for a Unit, Buyer shall be prompted to immediately make payment on the Unit in order to finalize the purchase.

Make Offer. CCS shall offer Units for Make Offer, which permits You to make an offer to purchase a Unit. Any offer made by Buyer shall be valid for twenty-one (21) days and cannot be retracted. If Seller does not accept the offer within such time period, CCS shall contact You directly regarding the continued availability of the Unit and the status of your offer.

Non-Solicitation. Buyer shall not solicit or otherwise attempt to purchase any Unit directly from a Seller and/or customer of CCS, or otherwise directly contact a Seller for any future Unit transactions, whether on its own behalf or on behalf of another party. CCS may suspend or revoke your account for Non-Compliance with this section.

Inspections. All Sellers shall have full discretion to permit or refuse inspections of a Unit. Should You wish to inspect the Unit, please contact CCS Customer Service at (484) 593-2465 or support@www.centralmetalsource.com. Do not attempt to contact any Seller directly. Contacting a Seller directly may result in suspension or revocation of your CCS account for Non-Compliance.

Payment

Payment for any Unit awarded is due within forty-eight (48) hours of receipt of the invoice that You are the winning bidder or purchaser of said Unit. CCS accepts payments in the form of wire transfers, cashier’s or certified checks, or ACH Credit.

If Buyer fails to pay for the Unit within the prescribed time period, Buyer shall be in Default. Buyer shall be liable for and reimburse CCS for any and all collection costs, credit card fees, and other costs and expenses (including reasonable attorneys’ fees) resulting from Buyer’s Default. In no event shall CCS have any obligations or responsibilities with respect to any CCS transaction and/or the process or consummation of any sale resulting therefrom.

Seller’s payment and Unit retrieval requirements shall be posted on the applicable CCS auction listing and shall be in effect, unless otherwise mutually agreed between Buyer and Seller. In the event that You fail to remit full payment to Seller, You shall be considered in Default and the Unit shall not be transferred to You.

The Unit shall be picked up within ten (10) days of payment, unless instructed otherwise by CCS. In the event the Unit is not picked up within such ten (10) day period, Seller shall have the right to relocate the Unit at Buyer’s expense, including all additional storage charges. Buyer shall be responsible for all removal and related pick up costs.

CCS may require a deposit prior to bidding on certain Units. CCS shall notify Buyer, prior to accepting his/her bid, if Buyer is attempting to place a bid on a Unit that requires a deposit.

Taxes. All bids and offers are net of any taxes (including, but not limited to, sales, use and transfer taxes) due and owing with respect to a sale or purchase transaction. Unless otherwise agreed between Buyer and Seller, Buyer shall be liable for all such taxes or establishing to Seller’s satisfaction, a valid exemption certificate from such taxes. Buyer shall defend, indemnify and hold CCS harmless from and against any tax, cost, penalty or expense relating to the failure of Buyer to satisfy any sales, use or transfer tax obligation or any other tax liability related to a transaction on the Site.

Waiver and Release. BUYER UNCONDITIONALLY WAIVES AND RELEASES CCS AND ITS AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, MEMBERS, AGENTS, EMPLOYEES, REPRESENTATIVES, SUCCESSORS AND ASSIGNS FROM ANY AND ALL CLAIMS, DAMAGES, OBLIGATIONS, LOSSES, LIABILITIES, JUDGMENTS, COSTS OR EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES) (“LOSSES”) ARISING OUT OF OR RELATED TO CCS’S: (I) CANCELLATION OR POSTPONEMENT OF A SALE; (II) WITHDRAWAL OF AN AWARDED UNIT; OR (III) RESCISSION OF A SALE, WHETHER CAUSED BY CCS’S NEGLIGENCE OR OTHERWISE. IN ADDITON, BUYER SHALL DEFEND, INDEMNIFY AND HOLD CCS AND ITS AFILIATES HARMLESS FROM AND AGAINST ANY AND ALL LOSSES ARISING OUT OF OR RELATED TO CLAIMS OF BUYER OR BUYER’S REPRESENTATIVES RELATED TO CCS OR ITS AFFILIATES’: (I) CANCELLATION OR POSTPONEMENT OF A SALE; (II) WITHDRAWAL OF AN AWARDED UNIT; OR (III) RESCISSION OF A SALE.

Risk of Loss. Unless otherwise agreed between Buyer and Seller, title to and risk of loss of the Unit shall remain with Seller: (i) until payment has been made by Buyer; (ii) Seller has submitted all title documents to CCS or Buyer necessary for the transfer of title, as applicable; and (iii) the Unit has been made available for retrieval by Buyer. Seller shall maintain adequate insurance covering the Unit until ownership passes from Seller to You.

DISCLAIMER

Warranty. All Units sold on the Site are “as is, where is,” without any warranty, expressed or implied, including, but not limited to, any warranty of fitness for a particular purpose or merchantability. In connection with all Unit sales, CCS makes no representation or warranty relating to the condition of a Unit or its parts and undertakes no duty to confirm the accuracy or completeness of any information provided in oral, written or image form relating to any Unit, including all Unit Information.

Duty to Investigate. Buyer shall be responsible to determine, confirm, research, inspect and/or investigate each Unit, Unit Information and all Unit documentation prior to purchasing the Unit. CCS does not inspect, investigate or verify title to any Unit.

Title Requirements. CCS does not warrant or represent that any Unit sold currently meets, or can be modified to meet, local emission, inspection, and/or safety requirements nor does CCS warrant or represent that any Unit sold can be legally registered in any state or county. Buyers acknowledge variations in state and local registration and title laws that may impact the marketability of the Unit sold. All Units sold with clear title may have a salvage history and a state or county may change a Unit’s title after it is purchased by Buyer.

INDEMNIFICATION

Release of Liability and Indemnification. You and any third-party invitee irrevocably and unconditionally waive and release your rights (if any) to recover from CCS and its Affiliates for any and all damages, losses, liabilities, costs, expenses or claims (“Losses”), whether direct or indirect, known or unknown, or foreseen or unforeseen, which may arise from or be related to property damage, bodily injury or other loss which occurs on or around CCS’s premises. Further, You shall defend, indemnify and hold CCS and its Affiliates harmless from and against any and all Losses (including reasonable attorneys’ fees and costs) arising from claims made by You or any third party for: (i) property damage or bodily injury which occurs on CCS’s premises; (ii) any failure by Buyer or Seller to comply with applicable laws or regulations; and (iii) Buyer or Seller’s sale or transfer of a Unit to third parties.

BUYER SHALL COMPLY WITH ALL APPLICABLE LAWS RELATING TO THE USE OF THE SERVICES. BUYER SHALL DEFEND, INDEMNIFY AND HOLD HARMLESS CCS AND ITS AFFILIATES FROM AND AGAINST ANY CLAIMS, DAMAGES, OBLIGATIONS, LIABILITIES, FINES, JUDGMENTS, LOSSES COSTS OR EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES AND COSTS) ARISING OUT OF OR RELATED TO BUYER’S FAILURE OR ALLEGED FAILURE TO COMPLY WITH APPLICABLE LAWS OR THE TERMS OF THIS AGREEMENT.

UNDER NO CIRCUMSTANCES SHALL CCS OR ITS AFFILIATES BE LIABLE FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR LOST PROFITS RESULTING FROM OR ARE RELATED TO THE SALE, DISTRIBUTION, USE, OR INABILITY TO USE, ANY UNIT, EVEN IF CCS OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

AGREEMENT TO ARBITRATE DISPUTES

Buyer shall first negotiate with CCS in good faith to resolve any claim or dispute relating to the terms of this Agreement and/or any Unit sold (each individually or collectively, a “Claim”). In the event of any Claim, Buyer shall send a written description of its Claim to CCS by email transmission or by mail to commence the negotiation process with CCS. A written description shall include specific information regarding the precise nature of the Claim, the facts giving rise to such Claim, the desired resolution, and other facts that Buyer deems relevant. CCS shall have twenty-one (21) business days, commencing on the first full business day after the date that the written description is received (the “Claim Date”), to investigate and respond to the Claim. All good faith negotiations shall conclude within sixty (60) days of the Claim Date.

Any Claims between Buyer, Buyer’s representative and CCS shall be submitted to and resolved exclusively by binding arbitration instead of litigation. The parties acknowledge that arbitration is more informal than the filing of a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, allows for more limited discovery than in a court proceeding and is subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award.

Buyer shall submit any Claim to the American Arbitration Association (the “AAA”) in accordance with its Commercial Arbitration Rules. The AAA’s Commercial Arbitration Rules are hereby incorporated by reference into this Arbitration Policy and are available at www.adr.org. Buyer shall be responsible for its own arbitration costs.

MISCELLANEOUS

Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the Commonwealth of Pennsylvania.

Entire Agreement; Severability. This Agreement constitutes the parties entire agreement and understanding. If any term or condition of this Agreement is held to be invalid or unenforceable, the remaining terms and conditions shall remain in full force and effect and in no way shall be affected or invalidated.

Waiver. Waiver by CCS of the performance of any covenant, condition or promise made by You shall not invalidate this Agreement, nor shall it be considered to be a waiver by CCS of any other covenant, condition or promise contained herein. The waiver by CCS of the time for performing any act shall not be constructed as a waiver of any other act required to be performed at a later date.

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