GRAFE AUCTION USER AGREEMENT

Last Updated: October 1, 2026

Welcome to the Grafe Auction (“Grafe”) online community (the “Site”). This User Agreement describes the terms and conditions that apply to the buying or bidding of goods or other services offered by Grafe Auction on this Site (collectively, the "Services"). You must register and accept the terms of this Agreement in order to use the Services.

BY REGISTERING FOR AND USING THE SERVICES, YOU AGREE TO BE BOUND BY THIS AGREEMENT AND ALL POLICIES AND GUIDELINES INCORPORATED BY REFERENCE.

Grafe Auction reserves the right to change or modify any of the terms and conditions contained in this Agreement or any policy or guideline of the Site, at any time and at its sole discretion. Any changes or modifications will be effective upon posting the revisions on the Site. Your continued use of this Site and the Services following Grafe Auction's posting of its changes or modifications will constitute your acceptance of such changes or modifications.

1. Eligibility

The Services may only be used by persons who can enter into legally binding contracts under applicable law. You must be at least 18 years of age to use the Services. Persons under the age of 18 are prohibited from registering or bidding. By registering, you represent and warrant that you are at least 18 years old. To participate in the bidding process, we may require valid payment information to verify your identity and charge applicable fees.

Identity Verification: To bid, you must complete verification of your email, phone number and identity. We verify identity through our third-party provider, Stripe Identity, which compares a government-issued photo ID to a live photo, or, at Grafe's discretion, by matching your profile information against public records through a third-party service. If you use Stripe Identity, Stripe asks for your consent to collect and use your facial geometry data before you take the photo; we do not proceed without it. Grafe may complete the email or phone step by other means where your identity is otherwise reasonably established. Biometric data is used only to verify your identity and is kept and deleted as described in our Privacy Policy. Grafe may refuse any bidder, or cancel any bid or sale, where needed to comply with law, including U.S. sanctions laws.

2. Fees and Payment Terms

Participating in a Grafe Auction event as a bidder is free. Fees and Payment Terms applicable to the sale of goods are incorporated herein by reference.

Price Transparency & Buyer's Premium:
Unless otherwise stated, all fees are quoted in U.S. dollars. A "Buyer's Premium" is added to the final bid price of each item. The Buyer's Premium is 18% unless the auction listing states a different percentage. In compliance with Minnesota Price Transparency laws, the applicable Buyer's Premium percentage and any other mandatory fees will be clearly disclosed on the auction listing page. Grafe Auction charges and keeps the Buyer's Premium. By placing a bid, you acknowledge that the total purchase price will be the sum of your winning bid, the Buyer's Premium, and applicable sales tax.

You are responsible for the payment of any and all applicable taxes, buyer's premiums, shipping, and other costs you incur from using the Services.

3. Release

Grafe Auction acts as auctioneer and as agent for the sellers whose items are offered on the Site. We cannot guarantee that sellers will complete the sale of a lot or that buyers will complete the purchase. All risk of participating on the Site is assumed by the individual buyers and sellers. You hereby release Grafe Auction and its respective directors, employees, and agents from any disputes, claims, demands, and/or damages (actual or consequential) of every kind, whether known or unknown, arising out of or relating to your use of the Site and the Services.

4. Completion of Sales

Bidders that participate in auctions through our Site will be required to submit valid payment information to complete the sale. All successful bids are payable upon demand to Grafe. Grafe accepts payment by credit or debit card, ACH bank transfer, or wire transfer. Grafe may accept cash, or a check from a buyer Grafe has approved in advance, at its discretion. A payment made to anyone other than Grafe does not pay your invoice unless Grafe marks the invoice paid. Items are not released for removal until payment has cleared. Applicable buyer's premium is a taxable addition to the item bid price. In auctions where sales tax is due, sales tax is calculated based on the final total price (Bid + Premium) per applicable state regulations.

ACH Payment Terms:                                                                                   

• ACH payments are processed through the Automated Clearing House network and typically settle within 1-3 business days.
• By authorizing an ACH payment, you authorize Grafe Auction (or its payment processor) to debit your bank account for the invoice amount.
• Items purchased will not be released for removal until ACH payment has cleared and settled.
• If an ACH payment is returned for insufficient funds, closed account, or any other reason, you remain liable for the full invoice amount plus any applicable return fees, and your account may be suspended until the matter is resolved.

5. General Rules and Policies

5.1. General Policies

The Grafe Auction Privacy Policy governs the collection and use of user information on the Site. You should review these policies frequently.

5.2. Contractual Obligations

A bid is a legal offer to buy the lot. Once accepted by Grafe Auction (at the close of the lot, or, for a lot that needs confirmation, when Grafe confirms the sale under Section 5.3), a contract is created between the buyer and seller. By bidding on a lot, you agree to complete the transaction if you are the declared winner.

5.3. Reserve and Absolute Sales

All Grafe auctions are conducted with reserve under the Uniform Commercial Code (Section 2-328, as adopted in the state where the items are located, or that state's equivalent law) unless the auction listing expressly states that the auction or a lot is "Absolute" or "Without Reserve."

• With Reserve: All lots are offered with reserve. A seller may set a minimum price, not disclosed, on a few lots. On a lot with a reserve, Grafe may bid on the seller's behalf up to the reserve where the law allows; a bid placed for the seller never results in a sale. A sale of a lot with a reserve, or of a lot marked subject to approval (for example, by a court or secured creditor), is complete only when Grafe confirms it after the lot closes. A lot appearing on your invoice is not confirmed until then. If the reserve is not met or the approval is not given, the lot is not sold, Grafe removes it from your invoice and refunds any payment, and you are not charged.
• Without Reserve (Absolute): If a listing states that a lot is "Absolute" or "Without Reserve," the lot will be sold to the highest bidder regardless of price, and neither the seller nor anyone on its behalf, including Grafe, may bid on it.

5.4. Systems and Integrity

You agree not to interfere with the Site or any transaction. You agree not to use any robot, spider, scraper, or other automated means to access the Site for any purpose without our express written permission.

5.5. Warranties on Auction

UNLESS OTHERWISE SPECIFIED IN ANY GIVEN AUCTION, ALL GOODS SOLD THROUGH THE SITE ARE SOLD "AS IS, WHERE IS" AND GRAFE AUCTION DISCLAIMS ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

5.6. Bidding by Grafe Staff

Grafe's owners, employees and agents may register, bid, buy and pay for lots for their own account on the same terms as any other bidder. Grafe never places a bid to raise the price of a lot, except bids for the seller on lots with a reserve, as described in Section 5.3. A person who bid for the seller on a lot may not buy that lot for their own account.

5.7. Changes to Lots and Withdrawal

Grafe or the seller may change a lot's description or grouping, or remove a lot from the auction, at any time before the lot receives its first bid. After the first bid, a lot may be withdrawn only with Grafe's consent, or by Grafe to correct an error, protect safety, resolve a title question, comply with law, or address bidding irregularities. If a lot is withdrawn after you have bid, your bid is cancelled. If a lot is withdrawn or not delivered after you have paid, Grafe will refund the amount you paid for that lot, including Buyer's Premium and sales tax. The refund is your sole remedy against Grafe.

5.8. Maximum Bids and Lot Close

All bidding is online through the Site. You may enter a maximum bid, and the Site will bid for you in the listed increments only as needed to keep you in the lead, up to your maximum. Your maximum bid is not disclosed to other bidders. Each lot closes at the time shown on the auction listing, as extended under any closing rules stated on the listing. If you ask, Grafe staff may enter a bid for you on the Site through your account. That bid is your bid, just as if you had placed it yourself, and Grafe is not responsible for a bid that is missed or entered late or incorrectly when you ask staff to place it. Bids Grafe places for the seller on lots with a reserve are placed online, as described in Section 5.3.

6. Obligations of Buyers

6.1. Bidding

By placing a bid, you are making an offer for the purchase of the auctioned item. If you are the winning bidder at the close of the auction, you are legally obligated to pay for and remove the item.

6.2. Bid Retraction

In accordance with UCC § 2-328, you may retract a bid at any time prior to the auctioneer's announcement of the completion of the sale (or the online "fall of the hammer"). You may retract your bid through the website interface (if available) or by contacting Grafe Auction customer service before the lot closes. Once the lot closes or is declared sold, your bid is final and cannot be retracted. A retraction does not revive any previous bid.

6.3. Fraud

You may not register and make bids under a false name or with false account information. Such fraudulent conduct is a violation of federal and state laws.

6.4. Title and Risk of Loss

Title to the auctioned item passes to you at the close of the online lot, or, for a lot that needs confirmation, when Grafe confirms the sale under Section 5.3. Risk of loss passes to you when you take possession of the item at removal. If a paid item is lost, stolen or damaged before then, Grafe will refund you. You are responsible for insuring the item once you take possession of it. Grafe Auction Co. sells each lot as agent for the seller. Grafe does not claim title in itself and sells only such right or title as the seller has. Grafe gives no warranty of title; the seller warrants title to the extent the Uniform Commercial Code provides, and the seller alone is responsible for any lien or claim against a lot. You hereby expressly release Grafe Auction and its officers, directors, and agents from any claims on account of injury, disability, or death arising out of the removal or shipping of the auctioned item.

6.5. Buyer Default

If you do not pay for a lot by the payment deadline on the auction listing, or do not remove it by the end of the pickup period, you are in default. Grafe may then, in its discretion and without further notice to you (you waive any notice of resale): (a) offer the lot to the next-highest bidder or other bidders; (b) relist the lot; or (c) treat the lot as unsold. Grafe will not offer the lot to you again. You remain liable for any amount you owe, any returned-payment fees, and any loss Grafe or the seller suffers from your default, to the extent permitted by law. A lot you paid for but did not remove by the end of the pickup period is forfeited and may be disposed of without refund, as stated on the auction listing. Grafe may suspend or terminate your account for default.

6.6. Preview and Pickup

Preview and pickup take place at the times and location on the auction listing. At the premises you must follow Grafe's posted rules and staff instructions, bring the tools, equipment and help you need to remove your items safely, and stay out of areas that are not open to buyers. You are responsible for any damage you or anyone acting for you causes to the premises or to other property. Grafe may share your name and contact information with the seller or the owner of the premises for any damage claim. Items not removed by the end of the pickup period are handled under Section 6.5.

6.7. Used Equipment; Your Responsibility After Pickup

Most items are used equipment. Every item is sold as is, where is, with all faults, for inspection, repair and commissioning by you before any use. You confirm you have had the opportunity to inspect each item at the preview. Before using, reselling or allowing anyone to use an item, you will have it inspected and, where needed, repaired, cleaned and installed by qualified persons, including licensed technicians for gas, electrical, refrigerant and pressure equipment, and you will comply with every recall, safety standard and law that applies to it. Grafe sells each item as agent for the seller and is not the manufacturer, distributor or dealer of any item. To the fullest extent the law allows, you release Grafe and the seller from, and will defend and indemnify Grafe and the seller against, claims by you, your employees, your customers or any other person arising from the condition or use of an item after you take possession, except to the extent caused by Grafe's negligence or a description error Grafe made. Nothing in this section limits rights the law does not allow you to waive.

7. Authentication; Security

You are solely responsible for any use of or action taken under your password on this Site. If your password is compromised, you must change it immediately. You are responsible for maintaining the security of your account and financial information.

8. Enforcement

Grafe Auction may investigate any reported violation of this Agreement and take any action deemed appropriate, including issuing warnings, suspending or terminating access, or removing content. We reserve the right to report suspected illegal activity to law enforcement.

9. Your Information and Privacy

Grafe Auction takes reasonable measures to respect the privacy of our users. Please consult the Grafe Auction Privacy Policy for details on your rights, including your rights under the Minnesota Consumer Data Privacy Act (MCDPA).

Grafe provides the seller a report of sale identifying the buyer of each lot, as required by law or the seller agreement.

10. Disclaimer of Warranties

THE SITE AND SERVICES ARE OFFERED "AS IS" WITHOUT ANY WARRANTY OR CONDITION (EXPRESS OR IMPLIED). GRAFE AUCTION DOES NOT WARRANT THAT THE SITE OR SERVICES WILL BE UNINTERRUPTED, SECURE, ACCURATE, OR ERROR-FREE. YOU USE THE SITE AT YOUR OWN RISK.

11. Your Indemnity

You hereby release, hold harmless, and indemnify Grafe Auction and its affiliates, directors, and employees against any and all claims, liabilities, damages, costs, or expenses (including reasonable attorneys' fees) arising out of or relating to: (a) your violation of this Agreement; (b) your improper or illegal use of the Services; or (c) your negligence or willful misconduct. This indemnity applies even if the claim arises in part from the ordinary negligence of Grafe Auction, to the extent permitted by Minnesota law.

12. Limitation of Liability

IN NO EVENT SHALL GRAFE AUCTION BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF THE SITE OR SERVICES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF GRAFE AUCTION SHALL NOT EXCEED THE GREATER OF THE AMOUNT YOU ACTUALLY PAID TO GRAFE FOR THE SERVICES IN THE PRECEDING TWELVE (12) MONTHS OR US$500.00.

13. Termination

Grafe Auction may terminate this Agreement or suspend your access to the Site at any time, without prior notice, if you violate this Agreement or for any other reason in our sole discretion.

14. General Provisions

14.1. Applicable Law and Venue

THIS AGREEMENT WILL BE GOVERNED BY THE LAWS OF THE STATE OF MINNESOTA. ANY ACTION RELATING TO THIS AGREEMENT MUST BE BROUGHT IN THE FEDERAL OR STATE COURTS LOCATED IN OLMSTED COUNTY (ROCHESTER), MN, AND YOU CONSENT TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS.

14.2. Class Action Waiver

YOU AGREE THAT ANY PROCEEDINGS TO RESOLVE OR LITIGATE ANY DISPUTE WILL BE CONDUCTED SOLELY ON AN INDIVIDUAL BASIS. NEITHER YOU NOR GRAFE AUCTION WILL SEEK TO HAVE ANY DISPUTE HEARD AS A CLASS ACTION, A REPRESENTATIVE ACTION, A COLLECTIVE ACTION, OR IN ANY PROCEEDING IN WHICH EITHER PARTY ACTS OR PROPOSES TO ACT IN A REPRESENTATIVE CAPACITY.

14.3. Severability

If any provision of this Agreement is deemed invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect.

14.4. Claim Limitation

You agree that any claim or cause of action arising out of or relating to the Site or this Agreement must be filed within one (1) year after such claim arose or be forever barred.

14.5. Entire Agreement

This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior agreements.