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on the auction block and contained in the car card relating to this Agreement, excepting only those matters
supersedes any such previous vehicle description. arising out of BJAC’s willful misconduct.
(D) Notwithstanding the foregoing, and in the event the
5. REMEDIES; GOVERNING LAW; EXCLUSIVE JURISDICTION mediation referenced in section 5(B) is not requested
(A) In the event Buyer breaches these terms and in a timely fashion or is unsuccessful, Buyer’s sole and
conditions or fails to consummate the sale for any exclusive remedy shall be an action for actual damages
reason, BJAC may, in addition to and not in lieu of against Seller. Buyer shall have no right to revoke
any rights available at law or in equity, and at its sole acceptance of any Lot after the fall of the hammer, and
discretion: (i) compel specific performance and hold Buyer shall have no right to maintain any action for
Buyer liable for the bid price plus commissions; (ii) consequential damages.
resell any Lot by public or private auction for Buyer’s (E) Buyer’s invocation of the mediation provisions of
account and risk and hold Buyer liable for all damages, this Agreement shall not create any warranty or any other
including the difference between the bid price and liability between BJAC and Buyer. As stated in section
resale price, BJAC’s full commission on the bid price, all 1(B) above, BJAC expressly disclaims all warranties,
costs for resale (including commissions), and attorneys’ express or implied, concerning the Lot, including the
fees and consequential damages; or (iii) cancel the sale warranties of merchantability or fitness for any particular
and retain all payments made by Buyer, including any purpose(s).
advance deposits, as liquidated damages and not as a (F) In the event of any dispute between Buyer and BJAC
penalty. arising out of or related to this Agreement or its subject
(B) Unless otherwise prohibited by law, before Buyer may matter, Buyer’s claim for damages shall be limited
initiate any legal proceeding arising out of or relating exclusively to actual damages, and shall not include
to any sale occurring as a result of this Agreement, consequential damages, or incidental or other special
including, but not limited to issues related to Seller’s damages.
representations or statements concerning condition, (G) This Agreement, and any action arising out of or
genuineness or authenticity, origin or provenance, based on it or its subject matter, shall be governed by
previous use or ownership, manufacturing or restoration Arizona law excluding its conflicts of law rules. Buyer
processes, year or age, serial number, make, model or agrees that the state and federal courts located in
mileage, or any other representation made regarding Maricopa County, Arizona shall have sole and exclusive
any Lot, Buyer shall submit to a mediation with Seller jurisdiction over any action, dispute, or proceeding
to be facilitated by BJAC or its designee on the terms relating to or arising out of this Agreement or its subject
and conditions set forth by BJAC. BJAC or its designee matter, and Buyer hereby waives any objection to venue
will facilitate this mediation in good faith in an effort to laid therein. Buyer further agrees that the state and
resolve any such dispute. If the parties are unable to reach federal courts located in Maricopa County, Arizona shall
an agreed resolution, or if BJAC in its sole discretion have personal jurisdiction over Buyer for the purposes
determines this effort or the prospect of mediation to of any action described above. In any litigation or
be unsuccessful, Seller and Buyer may thereafter resolve proceeding arising out of or related to this Agreement,
their dispute through appropriate legal channels. If Buyer agrees to pay all of BJAC’s attorney fees, costs
Buyer avails himself of this mediation provision, Buyer and other expenses incurred in connection with the
must request a Request for Mediation form from BJAC litigation or proceeding if BJAC is successful in such
and submit the completed form in accordance with the litigation or proceeding.
instructions contained therein to begin the mediation (H) Should the auction be canceled by BJAC due to a
process. The form must be submitted within 30 days force majeure event, including without limitation Act of
from the date of purchase of the vehicle or Buyer shall be God, disease, pandemic, or governmental order, Buyer
deemed to have waived and forfeited the opportunity to shall be entitled to a refund of his entry fee paid as
request mediation assistance from BJAC. his sole and exclusive remedy, and BJAC shall have no
(C) Buyer acknowledges that BJAC may have an interest liability to Buyer.
in commissions resulting from the resolution of a
dispute through this mediation process. Buyer hereby 6. ENTIRE AGREEMENT
waives any potential or actual conflict of interest inherent This Agreement and related Contract of Sale contain the
in such a mediation process and agrees to defend (using entire agreement between Buyer and BJAC pertaining to
counsel reasonably acceptable to BJAC), indemnify and the subject matter described herein. Any terms proposed
hold BJAC harmless for, from and against any claims, by Buyer orally or in writing which add to, vary from
demands, actions, judgments, liabilities, losses or or conflict with this Agreement shall be void, and the
expenses (including attorney fees) arising from or related Agreement shall constitute the complete and exclusive
to BJAC’s mediation of any dispute arising out of or statement of the agreement between the parties and

24 4 MARCH 20-27, 2021 THE SCOTTSDALE AUCTION