Bidding Terms & Conditions of Sale:
All bids will be considered subject to the following Bidding Procedure and its Terms and Conditions shall be applicable to Bidders and to any bids they wish to submit:
1. The acceptance of any bid shall be conditioned upon the following:
A. Placing Bids: All bids must be submitted online to Auctioneer through its worldwide internet bidding portal at the following web address: https://Bid.MichaelDeRosaExchange.com
There will be no physical bidding on-site at the property. All bids will be presented to Seller by the Auctioneer.
Send bidding inquires to Michael DeRosa, Auctioneer Phone: 315-406-7355
Web: www.DeRosaExchange.com E-mail: MichaelDeRosa@TheInternationalExchange.us
B. Acceptance of Bid: After the close of bidding at auction, Seller will decide if the highest Bidder is awarded the winning contract. The acceptance of any bid shall be conditioned upon the following signing by the Bidder and Seller of a written purchase contract of sale, including all required addenda and setting forth terms and conditions satisfactory to both parties. Therefore, the highest bid does not automatically award the bidder the winning contract to purchase the property. Seller is seeking the least amount of contingencies put in a purchase contract from a Bidder providing most certainty to Seller of the sales transaction closing. The real estate sale closing date and possession of property granted to bidder will be determined by the purchase contract.
C. Escrow Deposit Requirements: Bidders Deposit does not get collected unless the online Bidder is awarded the contract to purchase. Bidders will have 1 Business Day to submit a deposit to the Auctioneer, if their bid is accepted, to be made part of the purchase price. Bidding deposit, in the amount of 10% of the Bidder’s BidPrice, shall be due at the time of purchase contract submission, in the form of a check or wire transfer, to be made payable to and held by Michael DeRosa Exchange, LLC, at which time it shall become part of the purchase price and shall be deposited in an escrow account at Manufacturers & Traders Trust Co. (M&T) bank or returned to Bidder if the bid and purchase contract is not accepted.
D. Verification of Bidder’s Available Funds to Pay Cash: Bidder shall provide a letter or statement from Bidder’s financial institution showing available funds to purchase the property, if paying cash, at the time of bidding registration.
E. Proof of Bidder’s Ability to Access a Line of Credit or Obtain Mortgage Financing: Bidder shall provide a pre-approval letter to borrow against a line of credit or obtain a mortgage loan, if obtaining funding to purchase the property, at the time of bidding registration.
F. Property Inspections, Due Diligence and Clear Title: Property will be sold with clear title. Property Inspections, Due Diligence Period & Attorney Review of Purchase Contract can be a condition of the purchase contract for Bidder however, any conditions must be mutually acceptable to Seller.
G. Opening Bid: The opening bid for the property shall be announced or published by the Auctioneer. The auction participants will be outbid until they meet the Unpublished Reserve. If the Unpublished Reserve Price is not met, Seller is under no obligation to sell the Property; however, Seller may accept a bid that is below the Unpublished Reserve Price in its sole and absolute discretion.
H. Bid Deadline / Close of Bidding: The Auctioneer must receive your bid on or before the close of bidding announced or published by the Auctioneer.
2. Bidding Terms & Conditions:
i. Seller shall have sole and absolute discretion to accept or reject any bids received, prior to or after the bid deadline and reserves the right to extend bid deadline. Seller is not required to accept any particular bid, regardless of its terms, and has the absolute right and discretion to reject all bids.
ii. After receipt of bids, Seller shall have the absolute right to conduct negotiations through Auctioneer to deal with one or more Bidders, to further negotiate the terms and conditions of any bid. In so doing, Seller shall have no obligations to negotiate, communicate or counter with each and every other Bidder, or with any Bidder.
iii. Under no circumstances shall any verbal communications between a Bidder and Seller or any Agent, Broker or Auctioneer constitute or create an obligation on the part of the Seller to sell any property to anyone under any terms.
iv. All bids must be in writing; no verbal bids will be presented or accepted. The acceptance of any bid shall be conditioned upon the following signing by the Bidder and Seller of a written purchase contract of sale, including all required addenda and setting forth terms and conditions satisfactory to both parties.
v. The designated Escrow Agent and Bank for the bidding deposit is as follows: Bidder’s deposit shall be made payable to: Michael DeRosa Exchange, LLC (Escrow Agent) / Manufacturers &Traders Trust Co.(Bank).
vi. In the event an accepted bid does not result in a closed transaction, or Seller rejects bids, Seller reserves the right to re-open negotiations with any Bidder and Seller may request Auctioneer to re- open bidding to solicit new bids.
vii. A Buyer’s Premium equal to 10% of the acceptable bid price will be applied to the winning bidder’s bid and shall become part of the Purchase Price. The Buyer’s Premium will be added to the final bid to determine the Purchase Price on the Purchase Contract. For Example: Bid Price $100 +10% Buyer Premium = Purchase Price $110.
viii. The Buyer’s Premium will apply to any bid or offer Bidder’s wish to submit prior to, during, or after the auction bidding period. The Buyer’s premium shall be due and payable no matter how a future transaction is structured.
3. Dispute Resolution & Binding Arbitration: Bidder agrees that any dispute with Auctioneer “Michael DeRosa”, its Company “Michael DeRoa Exchange, LLC”, or Agents arising out of or related to this Auction and Agreement, shall be submitted to the American Arbitration Association (AAA). Bidder also agrees to bear its own costs of Arbitration. All claims, disputes or other matters in question arising out of or relating to this agreement shall be determined by arbitration before an arbitrator in Onondaga County, State of New York, pursuant to the Commercial Arbitration Rules of the American Arbitration Association or other generally accepted arbitration standards currently in effect. Bidder also agrees that the AAA Optional Rules for Emergency Measures of Protection shall apply to the proceedings. The award rendered by the arbitrator shall be final and judgment may be entered upon it in accordance with applicable law in any court of competent jurisdiction. This Arbitration Agreement shall survive expiration, termination or closing of the auction. FURTHER, BIDDER WAIVES THEIR RIGHT TO PARTICIPATE IN A REPRESENTATIVE CAPACITY OR TO PARTICIPATE AS A MEMBER OF ANY CLASS ACTION RELATING TO ANY DISPUTE EVER ARISING IN COURT OR ARBITRATION AGAINST THE AUCTIONEER, ITS COMPANY OR AGENTS. This means that all Disputes selected for or entered in court or arbitration will be litigated or arbitrated on an individual basis only, without exception. A Dispute cannot be joined or consolidated with any other claim or action. BIDDER UNDERSTANDS THAT, ABSENT THIS AGREEMENT, THEY WOULD HAVE THE RIGHT TO SUE IN COURT, AND THE RIGHT TO A TRIAL, BUT THEY GIVE UP THOSE RIGHTS VOLUNTARILY AND AGREES TO RESOLVE ANY AND ALL GRIEVANCES WITH AUCTIONEER, ITS COMPANY, OR AGENTS BY ARBITRATION.
For the avoidance of doubt, in the event of any inconsistency, conflict or ambiguity: The terms of this Arbitration Agreement shall govern and control over any conflicting terms displayed in any other referenced material, information, agreement or document; including, without limitation to any purchase agreement, option agreement or lease entered into in connection with the auction or property being listed, offered or auctioned or additional terms, in any purchase offer contract, sales acknowledgment, winning bid, confirmation or any other document or correspondence issued effecting the lease, option, purchase and/or sale of the property.
The provisions of this Agreement shall be deemed severable, and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof. If any provision or clause of this Agreement, or portion thereof, shall be held by any court, arbitrator, or other tribunal of competent jurisdiction to be illegal, void, or unenforceable in such jurisdiction, the remainder of such provision shall not be thereby affected and shall be given full effect, without regard to the invalid portion.
4. By placing a bid, Bidder acknowledges their understanding and acceptance of all of the above procedures, terms and conditions.
BROKER DISCLOSURE REGARDING AGENCY RELATIONSHIP REPRESENTATION:
MICHAEL DEROSA OF MICHAEL DEROSA EXCHANGE, LLC IS AN AUCTIONEER AND LICENSED REAL ESTATE BROKER ACTING IN THE INTEREST OF THE SELLER AS A SELLER’S AGENT.
REAL ESTATE DISCLOSURE FORMS:
EPA’s Lead Pamphlet for homes built prior to 1978:
https://www.epa.gov/lead/protect-your-family-lead-your-home-english
New York Agency Relationship Disclosure:
https://www.dos.ny.gov/forms/licensing/1736-f.pdf
New York State Housing and Anti-Discrimination Disclosure Form:
https://www.dos.ny.gov/licensing/docs/2156.pdf
Pennsylvania Consumer Notice:
Agency Relationship Disclosure:
Please note that agents and brokers for Michael DeRosa Exchange, LLC represent the seller as a client for properties marketed/listed by Michael DeRosa Exchange, LLC and do not provide agency services to buyers express or implied, unless a dual agency relationship is agreed upon in writing. Any personal information that you provide to a listing agent/broker could be shared with the seller. Please avoid sharing any information that you do not want a seller to know.
MICHAEL DEROSA EXCHANGE SERVICES AGREEMENT:
Please read the following terms and conditions of this Agreement carefully as they govern your rights and obligations when using the Services.
This Agreement is separate from any other agreement with a third party through which you are using the Services. The terms of this Agreement referencing MICHAEL DEROSA EXCHANGE shall also apply to Third Party Service providers to the extent applicable.
IMPORTANT - BY USING MICHAEL DEROSA EXCHANGE SERVICES YOU ARE ACCEPTING THIS AGREEMENT, AND ANY UPDATES AND CHANGES TO THIS AGREEMENT THAT MICHAEL DEROSA EXCHANGE MAY MAKE FROM TIME TO TIME IN ITS SOLE DISCRETION. IF YOU DO NOT WISH TO BE BOUND BY THIS AGREEMENT, DO NOT USE THE SERVICES. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THIS AGREEMENT IS TO CEASE USING THE SERVICES.
DEFINITIONS:
“MICHAEL DEROSA EXCHANGE” means MICHAEL DEROSA EXCHANGE, LLC, its employees, owners, successors, affiliates, assigns and any person engaged under contract by or working on behalf of Michael DeRosa Exchange, LLC.
“MICHAEL DEROSA EXCHANGE Services” means the MICHAEL DEROSA EXCHANGE auction bidding and real estate services provided and do not include the Third-Party Services.
“Agreement” means this MICHAEL DEROSA EXCHANGE Services Agreement, including any changes and amendments thereto which may occur from time to time.
“Dispute” means any claim or controversy, including, but not limited to, initial claims, counterclaims, cross-claims and third-party claims, whether based in contract; tort; fraud; intentional acts; violation of any statute, code or regulation; or other legal theory. The term “Dispute” shall be given the broadest possible meaning and will apply to, without limitation, all claims and controversies arising from this Agreement; sales activities; goods and services; advertisements, promotions and other statements; billing and collection practices; privacy; and any other dispute arising from your interaction or relationship with MICHAEL DEROSA EXCHANGE.
“Services” mean the MICHAEL DEROSA EXCHANGE Services and/or Third-Party Services as applicable.
“Third-Party Service(s)” means the service(s) provided by third party service providers.
“Us”, “we”, or “our” means MICHAEL DEROSA EXCHANGE.
“You” or “your” means any person or entity who accesses or uses the Services and specifically all registered bidder’s bidding to buy properties.
SERVICE ELIGIBILITY:
Compliance with Laws/Age. You may use the Services only if you can form a binding contract with MICHAEL DEROSA EXCHANGE, and only in compliance with this Agreement and all applicable local, state, national, and international laws, rules and regulations. Anyone under the age of 18 is strictly prohibited from using the Services, except to the extent allowed by applicable law.
DISPUTE RESOLUTION AND BINDING ARBITRATION:
YOU AND MICHAEL DEROSA EXCHANGE UNDERSTAND THAT, ABSENT THIS AGREEMENT, YOU AND MICHAEL DEROSA EXCHANGE WOULD HAVE THE RIGHT TO SUE EACH OTHER IN COURT, AND THE RIGHT TO A TRIAL, BUT YOU AND MICHAEL DEROSA EXCHANGE GIVE UP THOSE RIGHTS VOLUNTARILY AND AGREE TO RESOLVE ANY AND ALL GRIEVANCES BY ARBITRATION.
YOU and MICHAEL DEROSA EXCHANGE mutually agree that any dispute, arising out of or related to this agreement, or the breach thereof, shall be submitted to the American Arbitration Association (AAA). YOU AND MICHAEL DEROSA EXCHANGE agree to bear its own costs of Arbitration. All claims, disputes or other matters in question arising out of or relating to this agreement shall be determined by arbitration before an arbitrator in Onondaga County, State of New York, pursuant to the Commercial Arbitration Rules of the American Arbitration Association or other generally accepted arbitration standards currently in effect. YOU AND MICHAEL DEROSA EXCHANGE also agree that the AAA Optional Rules for Emergency Measures of Protection shall apply to the proceedings. The award rendered by the arbitrator shall be final and judgment may be entered upon it in accordance with applicable law in any court of competent jurisdiction. This Arbitration Agreement shall survive termination of this Agreement.
FURTHER, IF EITHER MICHAEL DEROSA EXCHANGE OR YOU ELECTS TO LITIGATE A DISPUTE IN COURT OR ARBITRATE A DISPUTE, YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A REPRESENTATIVE CAPACITY OR TO PARTICIPATE AS A MEMBER OF ANY CLASS ACTION RELATING TO THE DISPUTE. This means that all Disputes selected for court or arbitration will be litigated or arbitrated on an individual basis, between MICHAEL DEROSA EXCHANGE and you only, without exception. A Dispute cannot be joined or consolidated with any other claim or action.
The provisions of this Agreement shall be deemed severable, and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof. If any provision or clause of this Agreement, or portion thereof, shall be held by any court, arbitrator, or other tribunal of competent jurisdiction to be illegal, void, or unenforceable in such jurisdiction, the remainder of such provision shall not be thereby affected and shall be given full effect, without regard to the invalid portion.