Seller Agreement

THIS SELLER AGREEMENT (the “Agreement”) is by and between You (“Seller” 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 the sale of certain titled units and non-titled units (collectively, “Units”) as further described below 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 as a Seller on the Site and/or listing Units on the Site, 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 refers to any individual or entity and its representatives registered on the Site to buy Units in compliance with the applicable Buyer Agreement, Terms of Use and Privacy Policy of the Site.

Default refers to Seller or Seller’s Representative’s failure to: (i) release any Unit to Buyer after Seller has received payment in full for said Unit; or (ii) pay CCS its agreed upon amount for Services utilized by Seller related to the sale of any Unit.

Non-Compliance refers to Seller’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’s Representative refers to any agent, employee or other third party who acts on Seller’s behalf.

Services 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, motorcycles, trailer, special purpose vehicle, and any 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 LISTING

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

Seller Account Cancellation. CCS reserves the right to suspend or revoke Seller’s account for Non-Compliance or for no reason at all with or without notice. If Seller’s account is suspended or revoked, Seller 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 Buyers, including, without limitation, your contact information (e.g., name, address, telephone, number, email address, etc.) and other information that You provide to us.

Listing Information.

When listing a Unit for sale on the Site, Seller shall accurately disclose and include all information known about the Unit. Listing information includes, but is not limited to, maintenance records, logos, marks, graphics, pictures or photographs, Seller terms and conditions for sale of the Unit, any corresponding documents, along with all available Unit Information. Seller shall be responsible to ensure that the listing information is accurate at all times.
Seller is strictly prohibited from advertising or promoting goods and services on the Site, other than the specific Unit for sale. You will not link to, or include descriptions of, other items that You have for sale outside of the Site. Any brand name or other indication of origin or manufacture included with the Listing Details must be completely accurate and not capable of misleading any Buyer or potential Buyer.

SALES

Rejected Bids. CCS reserves the right to reject or void any bids 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.

Withdrawal of Listing. Seller may withdraw a Unit from listing at any time.

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

Make Offer. CCS shall offer Units for Make Offer, which permits Sellers to receive offer from Buyers for a particular Unit. Any offer made by Buyer shall be valid for twenty-one (21) days and cannot be retracted. If You do not accept the offer within such time period, CCS shall contact You directly regarding the continued availability of the Unit and the status of Buyer’s offer.

Non-Solicitation. Seller shall not solicit or otherwise attempt to sell any Unit directly with a Buyer and/or customer of CCS, or otherwise contact a Buyer directly 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. A member of CCS’s Customer Service Department shall contact you if a Buyer wants to schedule an inspection.

Proof of Title. Upon CCS’s notification that a Buyer placed a winning bid or purchased a titled Unit that You listed for sale, Seller shall send evidence to CCS of the title to said Unit and any other documentation necessary to transfer title of such Unit to Buyer. CCS shall retain all documentation until such time as: (i) full payment is received from Buyer; and (ii) the titled Unit has been picked up by Buyer.

Release of Unit Upon Sale. Upon notification by CCS that it has received payment from Buyer, You shall make the Unit, along with key(s), if applicable, and related owners’ manuals available to Buyer for retrieval. CCS shall promptly provide Buyer with information regarding the location of the Unit for pickup.

Payment

Payment for any Unit awarded is due within forty-eight (48) hours of receipt of invoice from CCS that Buyer was the winning bidder or purchased 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 of Buyer’s Agreement. In no event shall CCS have any obligations or responsibility to Seller with respect to any CCS transaction and/or the consummation of any sale resulting from Buyer’s failure to pay for the Unit.

Buyer’s payment and Unit retrieval requirements shall be posted on Seller’s Unit listing and shall be in effect, unless otherwise mutually agreed between Buyer and Seller. Seller is responsible for assuring the accuracy of all Unit listing information.

All sale transactions shall be administered by CCS. The proceeds from sale transactions shall be paid to Seller, net of commissions and fees owed to CCS for Seller’s use of the Site and the Services. CCS’s fee shall be due immediately upon transfer of the funds from Buyer after the sale of a Unit. Seller and CCS shall agree upon the commission/fee owed to CCS prior to any Unit being listed on the Site, which shall be memorialized in a separate commission/fee statement.

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. SELLER 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 ADDITION, SELLER SHALL DEFEND, INDEMNIFY AND HOLD CCS AND ITS AFFILIATES HARMLESS FROM AND AGAINST ANY AND ALL LOSSES ARISING OUT OF OR RELATED TO CLAIMS OF SELLER OR SELLER’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.

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 any Unit or 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, particularly Unit Information.

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 local, state and county 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. 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 or property damage which occurs on CCS’s premises; (ii) any failure by Seller or Buyer to comply with applicable laws or regulations; and (iii) Seller or Buyer’s sale or transfer of a Unit to third parties.

SELLER SHALL COMPLY WITH ALL APPLICABLE LAWS RELATED TO THE USE OF THE SERVICES. SELLER 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 SELLER’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 THAT RESULT 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

Seller 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 a Claim, Seller shall send a written description of its Claim to CCS by email 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 Seller deems relevant. CCS shall have twenty-one (21) business days, beginning 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 Seller, Seller’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.

Seller 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. Seller shall be responsible for its own arbitration costs.

MISCELLANEOUS

Governing Law; Jurisdiction. 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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