Common use of PASSING OF TITLE Clause in Contracts

PASSING OF TITLE. 5.1 Notwithstanding the passing of risk in accordance with clause 4.1, title in the Goods shall not pass to the Buyer until payment in full has been received by the Seller for all Goods and for all other amounts outstanding from the Buyer to the Seller on any account whatsoever. 5.2 The Buyer is hereby licensed by the Seller to use or to agree to sell the Goods subject to the express condition that: 5.2.1 any sale by the Buyer of the Goods whether or not incorporated into other goods shall be made as agent on behalf of the Seller; 5.2.2 the percentage of the proceeds of sale made by the Buyer pursuant to clause 5.2.1 which relates to the invoice price of the Goods sold shall be paid into a separate bank account and held in trust for the Seller and shall not be mixed with other monies or paid into an overdrawn bank account and shall at all times be identified as the Seller’s monies. 5.3 Until title to the Goods passes:- 5.3.1 The Buyer will hold the Goods as fiduciary agent and bailee for the Seller; 5.3.2 Subject to clause 5.2 the Goods shall be kept separate and distinct from all other property of the Buyer or of any third party and shall be stored (at no cost to the Seller) in such a way as to be clearly identifiable as belonging to the Seller; 5.3.3 The Seller may at any time revoke the power of sale and use contained in clause 5.2 by notice to the Buyer if the Buyer is in default for longer than 14 days in the payment of any sum whatsoever due to the Seller in respect of any Goods or if the Seller has bona fide doubts as to the solvency of the Buyer; 5.3.4 The Buyer’s power of sale and use contained in clause 5.2 shall automatically cease if the Buyer has a petition presented for its winding-up or passes a resolution for voluntary winding up other than for the purposes of a bona fide amalgamation or reconstruction or compounds with its creditors or has a receiver appointed of all or any part of its assets or becomes bankrupt or insolvent or enters into any arrangement with creditors or suffers from any similar action in consequence of debts or carries out or undergoes any analogous act or proceedings under foreign law; 5.3.5 Upon determination of the Buyer’s power of sale and use pursuant to clauses 5.3.3 or 5. 3.4 the Buyer shall place any unsold Goods in its possession or under its control at the disposal of the Seller and the Buyer hereby authorises the Seller using such force as may be reasonably necessary to enter upon the premises of the Buyer for the purpose of removing such Goods for re-sale or otherwise.

PASSING OF TITLE. 5.1 Notwithstanding (A) Upon the passing Auctioneer’s call of risk in accordance with clause 4.1, “SOLD,” the title in of the Goods shall not offered lot will pass to the Buyer until payment in full has been received highest bidder acknowl- edged by the Seller for all Goods and for all other amounts outstanding from the Buyer to the Seller on any account whatsoever. 5.2 The Buyer is hereby licensed by the Seller to use or to agree to sell the Goods Auctioneer, subject to the express condition that: 5.2.1 conditions set forth herein, and such bidder thereupon (a) assumes full risk and responsibility therefore and neither the Seller nor the Auctioneers shall be responsible for the loss of, or any sale damage to any article due to theft, fire, breakage or any cause whatsoever, however occasioned, (b) will sign a confirmation of purchase thereof, and (c) will thereupon pay the full deposit thereof. All property must be removed from our premises by the Buyer Purchaser at their expense no later than the first Thursday at 5 p.m. following the Auction. If it is not so removed, a handling charge of $10.00 per day per lot will be payable by the purchaser, until it is removed. After 30 days, THCo may dispose of the Goods whether property as it sees fit. Purchaser hereby waives all requirements of notice, advertisement and disposition of proceeds required by law, and releases THCo from any liability whatsoever in connection with such disposal of property. (B) Vehicles/Lots, titles and/or bills of sales will only be released in the case of cash purchases. In all other cases, Vehicles/Lots and/ or bills of sales will only be released after all other forms of payment (cashier checks, traveler checks, money orders and company and personal checks accompanied with a “Bank Letter of Guarantee”) have cleared THCo bank account. (C) THCo catalogs every lot based on information provided by the Consignor/Seller, but does not incorporated into other goods independently verify that informa- tion. Every lot is sold “AS-IS, WHERE-IS” and no refund or credits shall be issued. All sales are made as agent on behalf without recourse. Xxxxxxxxx has relied entirely and solely upon his own examination of the Seller; 5.2.2 article being purchased, and further acknowledges that the percentage article is sold in “AS-IS, WHERE-IS’’ condition and without any warranty of the proceeds of sale made by the Buyer pursuant to clause 5.2.1 which relates to the invoice price of the Goods sold shall be paid into a separate bank account and held in trust merchantability, fitness for the Seller intended use and shall not be mixed with other monies without any warranty whatsoever, express or paid into an overdrawn bank account and shall at all times be identified as the Seller’s moniesimplied. 5.3 Until title to the Goods passes:- 5.3.1 The Buyer will hold the Goods as fiduciary agent and bailee for the Seller; 5.3.2 Subject to clause 5.2 the Goods shall be kept separate and distinct from all other property of the Buyer or of any third party and shall be stored (at no cost to the Seller) in such a way as to be clearly identifiable as belonging to the Seller; 5.3.3 The Seller may at any time revoke the power of sale and use contained in clause 5.2 by notice to the Buyer if the Buyer is in default for longer than 14 days in the payment of any sum whatsoever due to the Seller in respect of any Goods or if the Seller has bona fide doubts as to the solvency of the Buyer; 5.3.4 The Buyer’s power of sale and use contained in clause 5.2 shall automatically cease if the Buyer has a petition presented for its winding-up or passes a resolution for voluntary winding up other than for the purposes of a bona fide amalgamation or reconstruction or compounds with its creditors or has a receiver appointed of all or any part of its assets or becomes bankrupt or insolvent or enters into any arrangement with creditors or suffers from any similar action in consequence of debts or carries out or undergoes any analogous act or proceedings under foreign law; 5.3.5 Upon determination of the Buyer’s power of sale and use pursuant to clauses 5.3.3 or 5. 3.4 the Buyer shall place any unsold Goods in its possession or under its control at the disposal of the Seller and the Buyer hereby authorises the Seller using such force as may be reasonably necessary to enter upon the premises of the Buyer for the purpose of removing such Goods for re-sale or otherwise.

PASSING OF TITLE. 5.1 Notwithstanding the passing of risk in accordance with clause 4.1, title in the Goods shall not pass to the Buyer until payment in full has been received by the Seller for all Goods and for all other amounts outstanding from the Buyer to the Seller on any account whatsoever. 5.2 The Buyer is hereby licensed by the Seller to use or to agree to sell the Goods subject to the express condition that: 5.2.1 any sale by the Buyer of the Goods whether or not incorporated into other goods shall be made as agent on behalf of the Seller; 5.2.2 the percentage of the proceeds of sale made by the Buyer pursuant to clause Clause 5.2.1 which relates to the invoice price of the Goods sold shall be paid into a separate bank account and held in trust for the Seller and shall not be mixed with other monies or paid into an overdrawn bank account and shall at all times be identified as the Seller’s monies. 5.3 Until title to the Goods passes:- 5.3.1 The Buyer will hold the Goods as fiduciary agent and bailee for the Seller; 5.3.2 Subject to clause 5.2 the Goods shall be kept separate and distinct from all other property of the Buyer or of any third party and shall be stored (at no cost to the Seller) in such a way as to be clearly identifiable as belonging to the Seller; 5.3.3 The Seller may at any time revoke the power of sale and use contained in clause 5.2 by notice to the Buyer if the Buyer is in default for longer than 14 days in the payment of any sum whatsoever due to the Seller in respect of any Goods at the time by it to the Buyer or if the Seller has bona fide doubts as to the solvency of the Buyer; 5.3.4 The Buyer’s power of sale and use contained in clause 5.2 shall automatically cease if the Buyer has a petition presented for its winding-up or passes a resolution for voluntary winding up other than for the purposes of a bona fide amalgamation or reconstruction or compounds with its creditors or has a receiver appointed of all or any part of its assets or becomes bankrupt or insolvent or enters into any arrangement with creditors or suffers from any similar action in consequence of debts or carries out or undergoes any analogous act or proceedings under foreign law; 5.3.5 Upon determination of the Buyer’s power of sale and use pursuant to clauses 5.3.3 or 5. 3.4 the Buyer Buyer’s shall place any unsold Goods in its possession or under its control at the disposal of the Seller and the Buyer hereby authorises the Seller using such force as may be reasonably necessary to enter upon the premises of the Buyer for the purpose of removing such Goods for re-sale or otherwise.

PASSING OF TITLE. 5.1 Notwithstanding the passing of risk in accordance with clause 4.1, title in the Goods shall not pass to the Buyer until payment in full has been received by the Seller for all Goods and for all other amounts outstanding from the Buyer to the Seller on any account whatsoever. 5.2 The Buyer is hereby licensed by the Seller to use or to agree to sell the Goods subject to the express condition that: 5.2.1 any sale by the Buyer of the Goods whether or not incorporated into other goods shall be made as agent on behalf of the Seller; 5.2.2 the percentage of the proceeds of sale made by the Buyer pursuant to clause Clause 5.2.1 which relates to the invoice price of the Goods sold shall be paid into a separate bank account and held in trust for the Seller and shall not be mixed with other monies or paid into an overdrawn bank account and shall at all times be identified as the Seller’s monies. 5.3 Until title to the Goods passes:- 5.3.1 The Buyer will hold the Goods as fiduciary agent and bailee for the Seller; 5.3.2 Subject to clause 5.2 the Goods shall be kept separate and distinct from all other property of the Buyer or of any third party and shall be stored (at no cost to the Seller) in such a way as to be clearly identifiable as belonging to the Seller; 5.3.3 The Seller may at any time revoke the power of sale and use contained in clause 5.2 by notice to the Buyer if the Buyer is in default for longer than 14 days in the payment of any sum whatsoever due to the Seller in respect of any Goods or if the Seller has bona fide doubts as to the solvency of the Buyer; 5.3.4 The Buyer’s power of sale and use contained in clause 5.2 shall automatically cease if the Buyer has a petition presented for its winding-up or passes a resolution for voluntary winding up other than for the purposes of a bona fide amalgamation or reconstruction or compounds with its creditors or has a receiver appointed of all or any part of its assets or becomes bankrupt or insolvent or enters into any arrangement with creditors or suffers from any similar action in consequence of debts or carries out or undergoes any analogous act or proceedings under foreign law; 5.3.5 Upon determination of the Buyer’s power of sale and use pursuant to clauses 5.3.3 or 5. 3.4 the Buyer shall place any unsold Goods in its possession or under its control at the disposal of the Seller and the Buyer hereby authorises the Seller using such force as may be reasonably necessary to enter upon the premises of the Buyer for the purpose of removing such Goods for re-sale or otherwise.

PASSING OF TITLE. 5.1 Notwithstanding (A) Upon the passing Auctioneer’s call of risk in accordance with clause 4.1, “SOLD,” the title in of the Goods shall not offered lot will pass to the Buyer until payment in full has been received highest bidder acknowl- edged by the Seller for all Goods and for all other amounts outstanding from the Buyer to the Seller on any account whatsoever. 5.2 The Buyer is hereby licensed by the Seller to use or to agree to sell the Goods Auctioneer, subject to the express condition that: 5.2.1 conditions set forth herein, and such bidder thereupon (a) assumes full risk and responsibility therefore and neither the Seller nor the Auctioneers shall be responsible for the loss of, or any sale damage to any article due to theft, fire, breakage or any cause whatsoever, however occasioned, (b) will sign a confirmation of purchase thereof, and (c) will thereupon pay the full deposit thereof. All property must be removed from our premises by the Buyer Purchaser at their expense not later than the first Thursday at 5 p.m. following the Friday Auctions. If it is not so removed, a handling charge of $10.00 per day per lot will be payable by the purchaser, until it is removed. After 30 days, THCo may dispose of the Goods whether property as it sees fit. Purchaser hereby waives all require- ments of notice, advertisement and disposition of proceeds required by law, and releases THCo from any liability whatsoever in connection with such disposal of property. (B) Vehicles/Lots, titles and/or bills of sales will only be released in the case of cash purchases. In all other cases, Vehicles/Lots and/ or bills of sales will only be released after all other forms of payment (cashier checks, traveler checks, money orders and company and personal checks accompanied with a “Bank Letter of Guarantee”) have cleared THCo bank account. (C) THCo catalogs every lot based on information provided by the Consignor/Seller, but does not incorporated into other goods independently verify that informa- tion. Every lot is sold “AS-IS, WHERE-IS” and no refund or credits shall be issued. All sales are made as agent on behalf without recourse. Xxxxxxxxx has relied entirely and solely upon his own examination of the Seller; 5.2.2 article being purchased, and further acknowledges that the percentage article is sold in “AS-IS, WHERE-IS’’ condition and without any warranty of the proceeds of sale made by the Buyer pursuant to clause 5.2.1 which relates to the invoice price of the Goods sold shall be paid into a separate bank account and held in trust merchantability, fitness for the Seller intended use and shall not be mixed with other monies without any warranty whatsoever, express or paid into an overdrawn bank account and shall at all times be identified as the Seller’s moniesimplied. 5.3 Until title to the Goods passes:- 5.3.1 The Buyer will hold the Goods as fiduciary agent and bailee for the Seller; 5.3.2 Subject to clause 5.2 the Goods shall be kept separate and distinct from all other property of the Buyer or of any third party and shall be stored (at no cost to the Seller) in such a way as to be clearly identifiable as belonging to the Seller; 5.3.3 The Seller may at any time revoke the power of sale and use contained in clause 5.2 by notice to the Buyer if the Buyer is in default for longer than 14 days in the payment of any sum whatsoever due to the Seller in respect of any Goods or if the Seller has bona fide doubts as to the solvency of the Buyer; 5.3.4 The Buyer’s power of sale and use contained in clause 5.2 shall automatically cease if the Buyer has a petition presented for its winding-up or passes a resolution for voluntary winding up other than for the purposes of a bona fide amalgamation or reconstruction or compounds with its creditors or has a receiver appointed of all or any part of its assets or becomes bankrupt or insolvent or enters into any arrangement with creditors or suffers from any similar action in consequence of debts or carries out or undergoes any analogous act or proceedings under foreign law; 5.3.5 Upon determination of the Buyer’s power of sale and use pursuant to clauses 5.3.3 or 5. 3.4 the Buyer shall place any unsold Goods in its possession or under its control at the disposal of the Seller and the Buyer hereby authorises the Seller using such force as may be reasonably necessary to enter upon the premises of the Buyer for the purpose of removing such Goods for re-sale or otherwise.

PASSING OF TITLE. 5.1 Notwithstanding (A) Upon the passing fall of the Auctioneer’s hammer, title of the offered Lot will pass to the highest Bidder acknowledged by the Auctioneer, subject to the conditions set forth herein, and at such time Buyer: (i) assumes full risk and responsibility for the Lot and neither BJAC nor its agents shall be responsible for the loss of, or any damage to, any article due to theft, fire, breakage or any cause whatsoever; (ii) will sign the contract of sale confirming purchase of the Lot and any related purchase documents; (iii) will pay the full purchase price plus applicable commission; (iv) will ensure the purchased vehicle complies with any emissions testing requirements in the applicable jurisdiction; and (v) warrants and agrees that he will perform the necessary steps to document the transfer of title in accordance with clause 4.1applicable state law within 30 days of receipt of transfer documentation from BJAC. (B) Buyer must remove all property from BJAC’s premises not later than 72 hours following the sale, title unless otherwise specifically instructed in writing by XXXX. If any Lot is not removed, a handling charge of 1% of the purchase price will be payable by the Buyer per month, until the Lot is removed, with minimum of 5% for any property not removed within 60 days after the sale. After 90 days, BJAC may dispose of the property. BUYER HEREBY WAIVES ALL REQUIREMENTS OF NOTICE, ADVERTISEMENT AND DISPOSITION OF PROCEEDS REQUIRED BY LAW, AND RELEASES BJAC FROM ANY LIABILITY WHATSOEVER IN CONNECTION WITH SUCH DISPOSAL. (C) Lots, titles and/or bills of sale will only be released in the Goods shall not pass to the Buyer until payment in full has been received by the Seller for all Goods and for case of cash purchases. In all other amounts outstanding cases release will be made only after payment has cleared BJAC’s bank account. The title and/or bill of sale will be delivered to Buyer at the time settlement is made with Seller (typically within 21 business days from the date of sale). (D) If Buyer or Buyer’s representative drives a vehicle on the auction site, all applicable Motor Vehicle Laws must be observed at all times. Buyer is responsible for providing proof of current insurance for each auction event. (E) Prior to driving any vehicles purchased at auction, BJAC encourages the Buyer to the Seller on check or inspect any account whatsoeversafety or driving components or mechanisms of such vehicles. 5.2 The Buyer is hereby licensed by the Seller to use or to agree to sell the Goods subject to the express condition that: 5.2.1 any sale by the Buyer of the Goods whether or not incorporated into other goods shall be made as agent on behalf of the Seller; 5.2.2 the percentage of the proceeds of sale made by the Buyer pursuant to clause 5.2.1 which relates to the invoice price of the Goods sold shall be paid into a separate bank account and held in trust for the Seller and shall not be mixed with other monies or paid into an overdrawn bank account and shall at all times be identified as the Seller’s monies. 5.3 Until title to the Goods passes:- 5.3.1 The Buyer will hold the Goods as fiduciary agent and bailee for the Seller; 5.3.2 Subject to clause 5.2 the Goods shall be kept separate and distinct from all other property of the Buyer or of any third party and shall be stored (at no cost to the Seller) in such a way as to be clearly identifiable as belonging to the Seller; 5.3.3 The Seller may at any time revoke the power of sale and use contained in clause 5.2 by notice to the Buyer if the Buyer is in default for longer than 14 days in the payment of any sum whatsoever due to the Seller in respect of any Goods or if the Seller has bona fide doubts as to the solvency of the Buyer; 5.3.4 The Buyer’s power of sale and use contained in clause 5.2 shall automatically cease if the Buyer has a petition presented for its winding-up or passes a resolution for voluntary winding up other than for the purposes of a bona fide amalgamation or reconstruction or compounds with its creditors or has a receiver appointed of all or any part of its assets or becomes bankrupt or insolvent or enters into any arrangement with creditors or suffers from any similar action in consequence of debts or carries out or undergoes any analogous act or proceedings under foreign law; 5.3.5 Upon determination of the Buyer’s power of sale and use pursuant to clauses 5.3.3 or 5. 3.4 the Buyer shall place any unsold Goods in its possession or under its control at the disposal of the Seller and the Buyer hereby authorises the Seller using such force as may be reasonably necessary to enter upon the premises of the Buyer for the purpose of removing such Goods for re-sale or otherwise.

PASSING OF TITLE. 5.1 Notwithstanding (A) Upon the passing Auctioneer’s call of risk in accordance with clause 4.1, “SOLD,” the title in of the Goods shall not offered lot will pass to the Buyer until payment in full has been received highest bidder acknowl- edged by the Seller for all Goods and for all other amounts outstanding from the Buyer to the Seller on any account whatsoever. 5.2 The Buyer is hereby licensed by the Seller to use or to agree to sell the Goods Auctioneer, subject to the express condition that: 5.2.1 conditions set forth herein, and such bidder thereupon (a) assumes full risk and responsibility therefore and neither the Seller nor the Auctioneers shall be responsible for the loss of, or any sale damage to any article due to theft, fire, breakage or any cause whatsoever, however occasioned, (b) will sign a confirmation of purchase thereof, and (c) will thereupon pay the full deposit thereof. All property must be removed from our premises by the Buyer Purchaser at their expense not later than the first Thursday at 5 p.m. following the Saturday Auctions. If it is not so removed, a handling charge of $10.00 per day per lot will be payable by the purchaser, until it is removed. After 30 days, THCo may dispose of the Goods whether property as it sees fit. Purchaser hereby waives all requirements of notice, advertisement and disposition of proceeds required by law, and releases THCo from any liability whatsoever in connection with such disposal of property. (B) Vehicles/Lots, titles and/or bills of sales will only be released in the case of cash purchases. In all other cases, Vehicles/Lots and/ or bills of sales will only be released after all other forms of payment (cashier checks, traveler checks, money orders and company and personal checks accompanied with a “Bank Letter of Guarantee”) have cleared THCo bank account. (C) THCo catalogs every lot based on information provided by the Consignor/Seller, but does not incorporated into other goods independently verify that informa- tion. Every lot is sold “AS-IS, WHERE-IS” and no refund or credits shall be issued. All sales are made as agent on behalf without recourse. Xxxxxxxxx has relied entirely and solely upon his own examination of the Seller; 5.2.2 article being purchased, and further acknowledges that the percentage article is sold in “AS-IS, WHERE-IS’’ condition and without any warranty of the proceeds of sale made by the Buyer pursuant to clause 5.2.1 which relates to the invoice price of the Goods sold shall be paid into a separate bank account and held in trust merchantability, fitness for the Seller intended use and shall not be mixed with other monies without any warranty whatsoever, express or paid into an overdrawn bank account and shall at all times be identified as the Seller’s moniesimplied. 5.3 Until title to the Goods passes:- 5.3.1 The Buyer will hold the Goods as fiduciary agent and bailee for the Seller; 5.3.2 Subject to clause 5.2 the Goods shall be kept separate and distinct from all other property of the Buyer or of any third party and shall be stored (at no cost to the Seller) in such a way as to be clearly identifiable as belonging to the Seller; 5.3.3 The Seller may at any time revoke the power of sale and use contained in clause 5.2 by notice to the Buyer if the Buyer is in default for longer than 14 days in the payment of any sum whatsoever due to the Seller in respect of any Goods or if the Seller has bona fide doubts as to the solvency of the Buyer; 5.3.4 The Buyer’s power of sale and use contained in clause 5.2 shall automatically cease if the Buyer has a petition presented for its winding-up or passes a resolution for voluntary winding up other than for the purposes of a bona fide amalgamation or reconstruction or compounds with its creditors or has a receiver appointed of all or any part of its assets or becomes bankrupt or insolvent or enters into any arrangement with creditors or suffers from any similar action in consequence of debts or carries out or undergoes any analogous act or proceedings under foreign law; 5.3.5 Upon determination of the Buyer’s power of sale and use pursuant to clauses 5.3.3 or 5. 3.4 the Buyer shall place any unsold Goods in its possession or under its control at the disposal of the Seller and the Buyer hereby authorises the Seller using such force as may be reasonably necessary to enter upon the premises of the Buyer for the purpose of removing such Goods for re-sale or otherwise.

PASSING OF TITLE. 5.1 Notwithstanding (A) Upon the passing fall of the Auctioneer’s hammer, title of the offered Lot will pass to the highest Bidder acknowledged by the Auctioneer, subject to the conditions set forth herein, and at such time Buyer: (i) assumes full risk and responsibility for the Lot and neither BJAC nor its agents shall be responsible for the loss of, or any damage to, any article due to theft, fire, breakage or any cause whatsoever; (ii) will sign a Contract of Sale confirming purchase of the Lot; (iii) will pay the full purchase price plus applicable commission; (iv) will ensure the purchased vehicle complies with any emissions testing requirements in the applicable jurisdiction; and (v) warrants and agrees that he will perform the necessary steps to document the transfer of title in accordance with clause 4.1applicable state law within 30 days of receipt of transfer documentation from BJAC. (B) Buyer must remove all property from BJAC’s premises not later than 72 hours following the sale, title unless otherwise specifically instructed in writing by XXXX. If any Lot is not removed, a handling charge of 1% of the purchase price will be payable by the Buyer per month, until the Lot is removed, with minimum of 5% for any property not removed within 60 days after the sale. After 90 days, BJAC may dispose of the property. BUYER HEREBY WAIVES ALL REQUIREMENTS OF NOTICE, ADVERTISEMENT AND DISPOSITION OF PROCEEDS REQUIRED BY LAW, AND RELEASES BJAC FROM ANY LIABILITY WHATSOEVER IN CONNECTION WITH SUCH DISPOSAL. (C) Lots, titles and/or bills of sale will only be released in the Goods shall not pass to the Buyer until payment in full has been received by the Seller for all Goods and for case of cash purchases. In all other amounts outstanding cases release will be made only after payment has cleared BJAC’s bank account. The title and/or bill of sale will be delivered to Buyer at the time settlement is made with Seller (typically within 21 business days from the date of sale). (D) If Buyer or Buyer’s representative drives a vehicle on the auction site, all applicable Motor Vehicle Laws must be observed at all times. Buyer is responsible for providing proof of current insurance for each auction event. (E) Prior to driving any vehicles purchased at auction, BJAC encourages the Buyer to the Seller on check or inspect any account whatsoeversafety or driving components or mechanisms of such vehicles. 5.2 The Buyer is hereby licensed by the Seller to use or to agree to sell the Goods subject to the express condition that: 5.2.1 any sale by the Buyer of the Goods whether or not incorporated into other goods shall be made as agent on behalf of the Seller; 5.2.2 the percentage of the proceeds of sale made by the Buyer pursuant to clause 5.2.1 which relates to the invoice price of the Goods sold shall be paid into a separate bank account and held in trust for the Seller and shall not be mixed with other monies or paid into an overdrawn bank account and shall at all times be identified as the Seller’s monies. 5.3 Until title to the Goods passes:- 5.3.1 The Buyer will hold the Goods as fiduciary agent and bailee for the Seller; 5.3.2 Subject to clause 5.2 the Goods shall be kept separate and distinct from all other property of the Buyer or of any third party and shall be stored (at no cost to the Seller) in such a way as to be clearly identifiable as belonging to the Seller; 5.3.3 The Seller may at any time revoke the power of sale and use contained in clause 5.2 by notice to the Buyer if the Buyer is in default for longer than 14 days in the payment of any sum whatsoever due to the Seller in respect of any Goods or if the Seller has bona fide doubts as to the solvency of the Buyer; 5.3.4 The Buyer’s power of sale and use contained in clause 5.2 shall automatically cease if the Buyer has a petition presented for its winding-up or passes a resolution for voluntary winding up other than for the purposes of a bona fide amalgamation or reconstruction or compounds with its creditors or has a receiver appointed of all or any part of its assets or becomes bankrupt or insolvent or enters into any arrangement with creditors or suffers from any similar action in consequence of debts or carries out or undergoes any analogous act or proceedings under foreign law; 5.3.5 Upon determination of the Buyer’s power of sale and use pursuant to clauses 5.3.3 or 5. 3.4 the Buyer shall place any unsold Goods in its possession or under its control at the disposal of the Seller and the Buyer hereby authorises the Seller using such force as may be reasonably necessary to enter upon the premises of the Buyer for the purpose of removing such Goods for re-sale or otherwise.

PASSING OF TITLE. 5.1 Notwithstanding (A) Upon the passing fall of the Auctioneer’s hammer, title of the offered Lot will pass to the highest Bidder acknowledged by the Auctioneer, subject to the conditions set forth herein, and at such time Buyer: (i) assumes full risk and responsibility for the Lot and neither BJAC nor its agents shall be responsible for the loss of, or any damage to, any article due to theft, fire, breakage or any cause whatsoever; (ii) will sign the contract of sale confirming purchase of the Lot and any related purchase documents; (iii) will pay the full purchase price plus applicable commission; (iv) will ensure the purchased vehicle complies with any emissions testing requirements in the applicable jurisdiction; and (v) warrants and agrees that he will perform the necessary steps to document the transfer of title in accordance with clause 4.1, title in the Goods shall not pass to the Buyer until payment in full has been received by the Seller for all Goods and for all other amounts outstanding applicable state law within 30 days of receipt of transfer documentation from the Buyer to the Seller on any account whatsoeverBJAC. 5.2 The (B) Buyer must remove all property from BJAC’s premises not later than 72 hours following the sale, unless otherwise specifically instructed in writing by XXXX. If any Lot is hereby licensed by not removed, a handling charge of 1% of the Seller to use or to agree to sell the Goods subject to the express condition that: 5.2.1 any sale purchase price will be payable by the Buyer per month, until the Lot is removed, with minimum of 5% for any property not removed within 60 days after the sale. After 90 days, BJAC may dispose of the Goods whether or not incorporated into property. BUYER HEREBY WAIVES ALL REQUIREMENTS OF NOTICE, ADVERTISEMENT AND DISPOSITION OF PROCEEDS REQUIRED BY LAW, AND RELEASES BJAC FROM ANY LIABILITY WHATSOEVER IN CONNECTION WITH SUCH DISPOSAL. (C) Lots, titles and/or bills of sale will only be released in the case of cash purchases. In all other goods shall cases release will be made as agent on behalf of the Seller; 5.2.2 the percentage of the proceeds only after payment has cleared BJAC’s bank account. The title and/or bill of sale will be delivered to Buyer at the time settlement is made by with Seller (typically within 21 business days from the date of sale). (D) If Buyer pursuant to clause 5.2.1 which relates to or Buyer’s representative drives a vehicle on the invoice price of the Goods sold shall auction site, all applicable Motor Vehicle Laws must be paid into a separate bank account and held in trust for the Seller and shall not be mixed with other monies or paid into an overdrawn bank account and shall observed at all times be identified as the Seller’s moniestimes. Buyer is responsible for providing proof of current insurance for each auction event. 5.3 Until title (E) Prior to driving any vehicles purchased at auction, Xxxxx agrees to check or inspect any safety or driving components or mechanisms of such vehicles. (F) Buyer acknowledges the Goods passes:- 5.3.1 The Buyer will hold final vehicle description may vary from previous printed catalog or online description and the Goods as fiduciary agent final vehicle description announced on the auction block and bailee for the Seller; 5.3.2 Subject to clause 5.2 the Goods shall be kept separate and distinct from all other property of the Buyer or of any third party and shall be stored (at no cost to the Seller) in such a way as to be clearly identifiable as belonging to the Seller; 5.3.3 The Seller may at any time revoke the power of sale and use contained in clause 5.2 by notice to the Buyer if the Buyer is in default for longer than 14 days in the payment of car card supersedes any sum whatsoever due to the Seller in respect of any Goods or if the Seller has bona fide doubts as to the solvency of the Buyer; 5.3.4 The Buyer’s power of sale and use contained in clause 5.2 shall automatically cease if the Buyer has a petition presented for its winding-up or passes a resolution for voluntary winding up other than for the purposes of a bona fide amalgamation or reconstruction or compounds with its creditors or has a receiver appointed of all or any part of its assets or becomes bankrupt or insolvent or enters into any arrangement with creditors or suffers from any similar action in consequence of debts or carries out or undergoes any analogous act or proceedings under foreign law; 5.3.5 Upon determination of the Buyer’s power of sale and use pursuant to clauses 5.3.3 or 5such previous vehicle description. 3.4 the Buyer shall place any unsold Goods in its possession or under its control at the disposal of the Seller and the Buyer hereby authorises the Seller using such force as may be reasonably necessary to enter upon the premises of the Buyer for the purpose of removing such Goods for re-sale or otherwise.