REAL ESTATE AUCTION
TERMS AND CONDITIONS OF BIDDING AND SALE
PROPERTY: 11 Cloud St, Leesburg, FL, 34748
SELLER: Cutrale Citrus Juices USA, Inc
AUCTIONEER: Asset Built LLC
AUCTION DATE AND TIME: October 26, 2026 10:00AM EST
CLOSING DEADLINE: October 28, 2026 1:00PM EST
BUYER’S PREMIUM: A BUYER’S PREMIUM OF TWO PERCENT (2%) SHALL APPLY TO THE PURCHASE PRICE ATTRIBUTABLE TO REAL ESTATE. A SEPARATE BUYER’S PREMIUM OF FIFTEEN PERCENT (15%) SHALL APPLY TO THE PURCHASE PRICE ATTRIBUTABLE TO ANY EQUIPMENT INCLUDED IN THE PURCHASE.
SALE FORMAT; REQUIRED APPROVALS: LOT HAS RESERVE
DRAFT FOR LEGAL REVIEW. ALL SALE-SPECIFIC INFORMATION MUST BE COMPLETED, AND THESE TERMS MUST BE RECONCILED WITH THE PURCHASE AGREEMENT BEFORE PUBLICATION.
1. ACCEPTANCE AND INCORPORATION OF TERMS
By registering for or participating in the auction, each bidder (“Bidder”) acknowledges receipt of, and agrees to be bound by, these Terms and Conditions, the property-specific disclosures and addenda, and the form of purchase agreement made available before bidding (collectively, the “Sale Documents”).
Bidder shall review the Sale Documents before submitting any bid. Material modifications shall be disclosed before affected bids are accepted. The successful Bidder whose bid is accepted in accordance with the Sale Documents is referred to herein as “Buyer.”
2. CONDITION OF PROPERTY; DISCLAIMER OF WARRANTIES
THE PROPERTY IS OFFERED “AS IS, WHERE IS, WITH ALL FAULTS,” SUBJECT ONLY TO EXPRESS REPRESENTATIONS, WARRANTIES, AND OBLIGATIONS SET FORTH IN THE PURCHASE AGREEMENT AND DISCLOSURES REQUIRED BY APPLICABLE LAW.
To the extent permitted by applicable law, Seller and Auctioneer disclaim all other express or implied warranties concerning the Property, including its physical condition, suitability, merchantability, habitability, or fitness for any particular purpose.
NOTHING HEREIN SHALL EXCLUDE ANY DISCLOSURE OBLIGATION OR LIABILITY THAT CANNOT LAWFULLY BE EXCLUDED.
3. BIDDER’S INDEPENDENT INVESTIGATION
Bidder is responsible for conducting, before bidding, such inspections, investigations, and professional consultations as Bidder deems necessary concerning the Property, including:
• Physical and structural condition;
• Acreage, boundaries, surveys, and legal description;
• Access, easements, utilities, and infrastructure;
• Zoning, permitted uses, and governmental requirements;
• Title, encumbrances, leases, and occupancy; and
• Environmental conditions and compliance obligations.
Descriptions, photographs, measurements, plans, and marketing materials are furnished for informational purposes and do not constitute independent warranties. BIDDER SHALL INDEPENDENTLY VERIFY ALL INFORMATION MATERIAL TO BIDDER’S PURCHASE DECISION, subject to the express commitments contained in the Purchase Agreement and applicable law.
4. BIDS; ACCEPTANCE; REQUIRED APPROVALS
Each bid constitutes a binding offer submitted upon the terms of the Sale Documents and may not be withdrawn except as permitted therein or by applicable law.
THE HIGHEST BID SHALL NOT, BY ITSELF, CONSTITUTE AN ACCEPTED SALE WHERE SELLER CONFIRMATION, SECURED-PARTY CONSENT, COURT APPROVAL, OR OTHER APPROVAL IS REQUIRED.
Subject to applicable law and the stated sale format, Auctioneer may reject bids, resolve bidding disputes, or withdraw the Property before formation of a binding sale.
5. DEPOSITS; BUYER’S PREMIUM
Bidder shall timely deliver the required Registration Deposit as a condition of approval to bid. Buyer shall deliver the required Earnest-Money Deposit within the prescribed period.
THE BUYER’S PREMIUM IS PAYABLE IN ADDITION TO THE ACCEPTED BID PRICE. Buyer shall also pay all other amounts expressly allocated to Buyer under the Sale Documents.
Deposits shall be held, credited, refunded, or forfeited only as expressly provided in the Sale Documents and applicable law. Deposits of unsuccessful bidders shall be returned within [number] business days, subject to any separately disclosed and expressly accepted backup-bidder arrangement.
6. EXECUTION OF PURCHASE AGREEMENT; ABSENCE OF CONTINGENCIES
Buyer shall execute and deliver the published purchase agreement (“Purchase Agreement”) within 24 hours following acceptance of Buyer’s bid and shall comply with all deposit, payment, and closing deadlines.
UNLESS EXPRESSLY PROVIDED IN THE PURCHASE AGREEMENT, THE PURCHASE SHALL NOT BE CONTINGENT UPON FINANCING, APPRAISAL, OR FURTHER INSPECTION.
Bidder is responsible for arranging sufficient funds before bidding.
7. TITLE; CLOSING; COSTS; POSSESSION
The Purchase Agreement shall specify the form of deed, title obligations, permitted exceptions, closing requirements, tax and utility prorations, insurance obligations, recording charges, and allocation of closing expenses.
NO REPRESENTATION THAT TITLE IS FREE OF LIENS, ENCUMBRANCES, OR OTHER EXCEPTIONS IS MADE EXCEPT AS EXPRESSLY PROVIDED IN THE PURCHASE AGREEMENT.
Possession shall be delivered in accordance with the Purchase Agreement, subject to disclosed leases, occupancy rights, easements, retained access, and equipment-removal arrangements.
8. INCLUDED AND EXCLUDED ASSETS
The sale includes only the land, improvements, fixtures, and other assets expressly identified as included in the Purchase Agreement.
MACHINERY, EQUIPMENT, INVENTORY, AND OTHER PERSONAL PROPERTY SEPARATELY OFFERED FOR SALE ARE EXCLUDED UNLESS EXPRESSLY INCLUDED IN THE PURCHASE AGREEMENT.
Subdivision requirements, retained easements, post-closing access, utility relocation, and other continuing obligations shall be expressly identified in the property-specific Sale Documents.
9. ENVIRONMENTAL MATTERS
Bidder shall evaluate environmental conditions and applicable compliance obligations before bidding. Any environmental release, indemnity, assumption of liability, or allocation of investigation, remediation, or disposal costs must be expressly stated in the Purchase Agreement.
ANY SUCH ALLOCATION SHALL REMAIN SUBJECT TO APPLICABLE LAW AND SHALL NOT BE CONSTRUED TO BIND GOVERNMENTAL AUTHORITIES OR THIRD PARTIES WHO ARE NOT PARTIES TO THE AGREEMENT.
10. DEFAULT; REMEDIES
Buyer’s failure to execute the Purchase Agreement, deliver required deposits, timely pay amounts due, or complete closing may constitute a default under the Sale Documents.
DEPOSIT FORFEITURE, LIQUIDATED DAMAGES, RESALE RIGHTS, RECOVERABLE EXPENSES, AND REMEDIES ARISING FROM EITHER PARTY’S DEFAULT SHALL BE GOVERNED BY THE PURCHASE AGREEMENT AND APPLICABLE LAW.
This provision does not independently create any remedy or forfeiture right omitted from the Purchase Agreement.
11. ELECTRONIC BIDDING; TECHNICAL INTERRUPTIONS
Bidder is responsible for maintaining the equipment, internet connectivity, and access necessary to submit bids timely. Electronic bidding may be affected by delays, interruptions, or transmission failures.
Any suspension, extension, or reopening of bidding shall be conducted in accordance with the published auction procedures, the stated sale format, and applicable law.
12. CONSISTENCY AND CONTROLLING DOCUMENTS
These Terms and Conditions shall be reconciled with the Purchase Agreement before publication. Any identified conflict shall be clarified in writing before bidding.
APPLICABLE LAW AND CONTROLLING COURT ORDERS SHALL GOVERN. SUBJECT THERETO, THE EXECUTED PURCHASE AGREEMENT SHALL GOVERN THE PARTIES’ PURCHASE AND CLOSING OBLIGATIONS.