Estate of Carolyn Fay Spencer of Pipestem WV

BIDDER TERMS AND CONDITIONS (Real Property Auction) These Bidder Terms and Conditions apply to auctions conducted by Twin City Auction Co., LLC (“Auctioneer”), and constitute a legal, valid, binding, and enforceable contract between Auctioneer and YOU. These Bidder Terms and Conditions also form the basis for the contract of sale between YOU and the Seller if YOU are the Winning Bidder on the Property. These Bidder Terms and Conditions apply to all auctions conducted by Auctioneer, whether in-person only, online-only, hybrid, or simulcast (including auctions in which live bidding and internet bidding occur simultaneously).

1. Auction Conducted Under and In Accordance with These Bidder Terms and Conditions, Additional Terms and Conditions Posted by Auctioneer, and Announcements Made at the Time of the Auction, and Applicable Law. The Auction is conducted under and in accordance with these Bidder Terms and Conditions, any and all other Terms and Conditions posted by Auctioneer (whether at the Property or online), any announcements or corrections made by Auctioneer at the time of the Auction, and applicable law. By participating in the Auction, whether at the Property, online, telephonically, or though any other means (including Absentee Bid), YOU agree to be bound by, and to abide by, all such Bidder Terms and Conditions. If online bidding is offered for any Auction, Auctioneer may utilize Auctionsoft.com (or any successor/alternate platform selected by Auctioneer) as an Online Auction Platform Provider. The Online Auction Platform Provider is a technology facilitator only and is not a party to the transaction. In the event of any conflict between platform terms and these Bidder Terms and Conditions, these Bidder Terms and Conditions control.

2. Definitions. The following definitions apply to these Bidder Terms and Conditions for each auction conducted by Auctioneer: “Absentee Bid” means a bid submitted to Auctioneer by an Absentee Bidder for the execution during the Auction under terms established by Auctioneer. “Absentee Bidder” means a person or entity that submits an Absentee Bid. An absentee Bidder may or may not be present at the Auction. “Absolute Auction” or “Absolute” applies only if and when expressly indicated and means that property is sold to the highest bidder regardless of the amount of the final bid, with no limiting conditions, restrictions, or reservations. This type of auction is also known as an auction Without Reserve. Provided that a bid is received within a reasonable time after property is put up at Absolute Auction, the property will be sold to the highest bidder regardless of the final bid amount. Property put up at Absolute Auction may be withdrawn by Auctioneer if a bid is not received within a reasonable time. UNLESS SPECIFICALLY AND EXPRESSLY STATED BY AUCTIONEER IN WRITING, NO PROPERTY IS BEING EXPOSED FOR SALE AT ABSOLUTE AUCTION OR WITHOUT RESERVE. “Bidder” means any person or entity, and the agents or representatives of any such person or entity, that registers, and/or bids, and/or buys, and/or otherwise participates in the Auction (including, without being limited to, inspection), regardless of whether such person or entity tenders a bid. “Bidder Account” means the number or other identifier assigned to a Bidder by Auctioneer or by an Online Auction Platform Provider. (See, also, Bidder Number). “Bidder Number” means the number or other identifier issued by Auctioneer to a Bidder for the purposes of identifying bids to such Bidder. (See, also, Bidder Account). “Bidder Registration” means the information provided by a Bidder, and the process of registering such Bidder to bid at the Auction, including the Bidder’s agreement to be bound by these Bidder Terms and Conditions. “Bidder Terms and Conditions” means Auctioneer’s Bidder Terms and Conditions. “Buyer” means the Winning Bidder. “Buyer’s Premium” is a non-refundable administrative fee calculated as a percentage of the Hammer Price that is payable by the Buyer to Auctioneer for Auctioneer’s own account. If the Property is offered Subject to Seller’s Confirmation, the Buyer’s Premium will be calculated on the amount of the High Bid Subject to Confirmation or such other amount as may be agreed to between Seller and Buyer, whichever is greater. “Closing” means the consummation of the sale of the Property pursuant to the Purchase Agreement, including the delivery of the deed and payment of the Contract Price. “Closing Date” means the date on which the Closing occurs, as set forth in the Purchase Agreement or as otherwise agreed in writing by Seller and Buyer. “Contract Price” means the total purchase price for the Property, consisting of the Hammer Price plus the Buyer’s Premium and any other sums payable by Buyer pursuant to these Bidder Terms and Conditions, the Purchase Agreement, or applicable law. “Fall of the Hammer” means the moment at which Auctioneer announces the completion of bidding for the Property, whether by verbal declaration, physical gesture, electronic confirmation, or other customary means. “Hammer Price” means the final bid amount accepted by Auctioneer at the Auction, exclusive of Buyer’s Premium, taxes, and other charges. “High Bid” means the highest bid acknowledged by Auctioneer at any given time during the Auction. “No Sale” means that the Property is offered at Auction but is not sold, whether because bidding does not meet the Reserve, Seller does not confirm the High Bid, Auctioneer withdraws the Property, or Auctioneer otherwise declares a No Sale. “Online Bid” means a bid placed through an Online Auction Platform. “Preview” means the opportunity provided by Auctioneer for prospective Bidders to inspect the Property prior to the Auction. “Property” means the real property, together with any improvements, appurtenances, and interests therein, offered for sale at the Auction. “Purchase Agreement” means the written agreement to be executed by Seller and Buyer following the Auction, if applicable. “Reserve” or “Reserve Price” means the minimum price acceptable to Seller, which may or may not be disclosed. “Seller” means the owner of the Property or any person or entity authorized to sell the Property. “Subject to Seller’s Confirmation” means that Seller retains the right, in Seller’s sole and absolute discretion, to accept or reject the High Bid following the Auction. “Winning Bidder” means the Bidder whose Bid is accepted by Auctioneer as the winning Bid, subject to any applicable Reserve or Seller’s Confirmation. “Online Auction Platform” means the hardware, software, and systems used to facilitate internet bidding, including Auctionsoft, together with any related interfaces or services. The Online Auction Platform Provider acts solely as a technology facilitator and is not a party to the transaction, auctioneer, broker, or seller

3. Nature of the Auction; Reserve; Subject to Seller’s Confirmation. Unless expressly stated otherwise in writing by Auctioneer, the Auction is conducted With Reserve. Auctioneer reserves the right to withdraw the Property at any time prior to the Fall of the Hammer, even if bids have been tendered. Certain Auctions or Properties may be sold Subject to Seller’s Confirmation, as disclosed in the auction materials or announced by Auctioneer. In such cases, the High Bid shall be deemed an offer only, and no sale shall occur unless and until Seller confirms acceptance of such bid. If Seller confirms the High Bid, such bid shall become the Hammer Price. If Seller does not confirm the High Bid, no sale shall occur. A No Sale shall be declared if the Property is offered at Auction but is not sold.

4. Seller and Auctioneer Bidding. Seller bidding and auctioneer bidding are expressly permitted in every auction conducted by Auctioneer, including in-person, online-only, hybrid, and simulcast auctions, and are deemed disclosed in advance. Auctioneer may bid on behalf of Seller, and Seller or persons acting on Seller’s behalf may bid, without further announcement, except as otherwise required by applicable law. By participating in the Auction, Bidder acknowledges and consents to such bidding as an inherent condition of the Auction.

5. Bidding Procedures; No Bid Retraction; Auctioneer Control; Disputes During Bidding. All bidding shall be conducted in accordance with Auctioneer’s procedures and instructions. Auctioneer shall have sole and absolute discretion to determine the manner in which bidding is conducted, including the order of bidding, the recognition of Bidders, the acceptance or rejection of any bid, and the advancement of bids. All bids are irrevocable and binding when made. No bid may be withdrawn, retracted, or modified by Bidder for any reason, including mistake, inadvertence, misunderstanding, or technical error. Auctioneer may refuse to recognize or accept any bid, may reopen bidding, may advance the bidding in any increment Auctioneer deems appropriate, and may resolve any dispute between Bidders in Auctioneer’s sole and absolute discretion. Auctioneer’s determination as to the high Bidder, the Winning Bidder, and the Hammer Price shall be final and conclusive. In the event of any dispute regarding bidding, the sequence of bids, or the identity of the Winning Bidder, Auctioneer’s records and announcements shall control.

5A. Bidder Qualification; Proof of Funds. As a condition of bidding, Auctioneer may require any Bidder, at any time before, during, or after the Auction, to provide satisfactory evidence of financial ability to complete the purchase, including but not limited to a bank letter, proof of funds, or evidence of available cash on hand. Any such proof of financial qualification must be approved by Eric Crawford on behalf of Auctioneer, in Auctioneer’s sole and absolute discretion. Failure or refusal to timely provide requested proof of funds or financial qualification shall result in the Bidder being deemed unqualified, and Auctioneer may reject, refuse, disregard, or nullify any bid submitted by such Bidder, whether made in person, online, absentee, or by any other means, without liability to Bidder. Auctioneer’s determination of Bidder qualification and eligibility to bid shall be final and binding, and Auctioneer shall have no obligation to disclose the basis for such determination. If online bidding privileges have been granted, Auctioneer may suspend or revoke such privileges immediately and without notice if the Bidder fails or refuses to provide requested proof of financial qualification.

6. Online Bidding; Platform Risk; Technology Disclaimer. If online bidding is offered, Bidder acknowledges that online bidding is conducted through an Online Auction Platform and is subject to delays, interruptions, failures, latency, connectivity issues, and errors beyond Auctioneer’s control. Auctioneer makes no warranty or guarantee as to the availability, reliability, or performance of any Online Auction Platform. Bidder assumes all risks associated with online bidding, including the risk that a bid may not be received, recognized, processed, or recorded due to technical issues, transmission failures, system errors, or platform outage. Auctioneer may utilize Auctionsoft (or any successor or alternate platform selected by Auctioneer) as its Online Auction Platform. Auctionsoft acts solely as a technology facilitator and is not a party to the transaction. Auctioneer shall not be liable for missed bids, system malfunctions, or platform failures. In the event of any conflict between platform terms and these Bidder Terms and Conditions, these Bidder Terms and Conditions shall govern and control. Auctioneer reserves the right, in its sole discretion, to suspend, reopen, extend, or reschedule bidding in the event of a platform interruption or other circumstance Auctioneer deems appropriate.

7. Winning Bid; Buyer’s Premium; Contract Formation. The Winning Bid shall be the highest bid acknowledged and accepted by Auctioneer, subject to any applicable Reserve or Seller’s Confirmation. Auctioneer’s determination of the Winning Bid and Winning Bidder shall be final and binding. A Buyer’s Premium, if applicable, shall be added to the Hammer Price and shall be disclosed in the auction materials or announced by Auctioneer. Buyer acknowledges that the Buyer’s Premium is part of the total Contract Price and is payable to Auctioneer for Auctioneer’s own account. The Auction constitutes an offer to sell the Property. Acceptance of the Winning Bid by Auctioneer, subject to any Reserve or Seller’s Confirmation, shall create a binding obligation on Buyer, subject to execution of any required Purchase Agreement.

8. Deposit; Execution of Purchase Agreement. Immediately following the Auction, the Winning Bidder shall execute any required Purchase Agreement and tender the required deposit in the amount and form specified in the auction materials or announced by Auctioneer. Failure to timely execute required documents or remit the required deposit shall constitute a material default under these Bidder Terms and Conditions. Any deposit, balance of purchase price, or other payment obligation exceeding $3,000.00 shall be paid by wire transfer no later than the next business day following the Auction, unless an exception is expressly approved in writing by Eric Crawford or Tara Crawford on behalf of Auctioneer.

9. Buyer Default; Remedies; Resale; Deficiency; Costs and Expenses. If Buyer fails to comply with any provision of these Bidder Terms and Conditions, fails to timely execute the Purchase Agreement, fails to tender the required deposit or balance of the purchase price, or otherwise defaults, Buyer shall be deemed in material default. Upon Buyer’s default, Auctioneer and Seller shall have the right, without notice, to exercise any and all remedies available at law or in equity, including, without limitation: • Retention of Buyer’s deposit as liquidated damages, if permitted by the Purchase Agreement; • Termination of Buyer’s rights in the Property; • Resale of the Property at public or private sale, with or without notice to Buyer; • Recovery from Buyer of any deficiency between Buyer’s Contract Price and the resale price, together with all costs and expenses incurred in connection with such resale. Buyer shall be liable for all costs of resale, including, but not limited to, additional auction fees, commissions, advertising expenses, administrative costs, legal fees, and carrying costs. All rights and remedies of Auctioneer and Seller shall be cumulative, and the exercise of any remedy shall not preclude the exercise of any other remedy.

10. No Specific Performance by Buyer. Buyer acknowledges and agrees that Buyer shall not be entitled to specific performance, injunctive relief, or other equitable relief to compel Seller to convey the Property. Seller’s obligation to sell the Property is subject to Seller’s Confirmation, if applicable, and execution of a fully executed Purchase Agreement.

11. As-Is, Where-Is; No Warranties; Inspection; No Reliance. All Property is offered for sale and sold AS-IS, WHERE-IS, WITH ALL FAULTS, and with no representations or warranties of any kind, whether express or implied, including, without limitation, any warranty of merchantability, fitness for a particular purpose, habitability, zoning, environmental condition, access, acreage, boundaries, condition, or suitability for any intended use. Buyer acknowledges that Buyer has had the opportunity to inspect the Property, conduct any and all due diligence Buyer deems appropriate, and seek independent professional advice prior to bidding. Buyer further acknowledges that Buyer is not relying upon any oral or written statements, representations, or descriptions made by Auctioneer, Seller, or any agent or representative thereof, except as expressly set forth in a fully executed Purchase Agreement. Buyer assumes all risks associated with the condition of the Property and agrees that Buyer shall have no claim or cause of action against Auctioneer or Seller arising out of the condition of the Property or any alleged defect, whether latent or patent.

12. Disclaimer of Information. Any information provided regarding the Property, including, but not limited to, brochures, advertisements, online listings, surveys, tax information, zoning information, or third-party reports, is provided for informational purposes only and is not guaranteed to be accurate or complete. Buyer is responsible for independently verifying all information.

13. Indemnification. Buyer agrees to indemnify, defend, and hold harmless Auctioneer, Seller, and their respective members, managers, officers, employees, agents, and representatives from and against any and all claims, demands, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to Buyer’s participation in the Auction, Buyer’s breach of these Bidder Terms and Conditions, or Buyer’s purchase or attempted purchase of the Property.

14. Limitation of Liability. Auctioneer shall not be liable for any direct, indirect, incidental, special, consequential, or punitive damages arising out of or related to the Auction, the Property, or these Bidder Terms and Conditions, even if Auctioneer has been advised of the possibility of such damages. Buyer acknowledges that Auctioneer acts solely as an auctioneer and agent for Seller and makes no representations or warranties regarding the Property.

15. Jury Trial Waiver. BUYER KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATED TO THE AUCTION, THE PROPERTY, OR THESE BIDDER TERMS AND CONDITIONS.

16. Governing Law; Venue. These Bidder Terms and Conditions shall be governed by and construed in accordance with the laws of the State of West Virginia, without regard to conflicts-of-law principles. Venue for any action or proceeding arising out of or relating to these Bidder Terms and Conditions or the Auction shall lie exclusively in the state or federal courts located in Mercer County, West Virginia.

17. Dispute Authority. All disputes, questions, or controversies relating to bidding, bidder qualification, auction conduct, auction results, or interpretation of these Bidder Terms and Conditions shall be resolved solely by Eric Crawford on behalf of Auctioneer, whose decision shall be final and binding.

18. Miscellaneous. Time is of the Essence. Time is of the essence with respect to all payment obligations, execution of documents, and performance deadlines set forth in these Bidder Terms and Conditions and any related Purchase Agreement. Severability. If any provision of these Bidder Terms and Conditions is held to be invalid, illegal, or unenforceable, such provision shall be enforced to the maximum extent permissible, and the remaining provisions shall remain in full force and effect. No Waiver. No waiver of any provision shall be effective unless in writing and signed by Auctioneer. Failure to enforce any provision shall not constitute a waiver. Fraud or Intentional Misconduct Nothing in these Bidder Terms and Conditions shall be construed to limit or waive liability for fraud or intentional misconduct to the extent such limitation is prohibited by applicable West Virginia law. Entire Agreement. These Bidder Terms and Conditions, together with any additional terms and conditions posted by Auctioneer or announced at the Auction, constitute the entire agreement between Auctioneer and Bidder and supersede all prior agreements or understandings. Binding Effect. These Bidder Terms and Conditions shall be binding upon Bidder and Bidder’s heirs, successors, assigns, and legal representatives. Effective Date. These Bidder Terms and Conditions are effective immediately and apply to all Auctions conducted by Auctioneer from and after the effective date.