VEHICULAR AUCTION of 10th MAY 2018 INVITATION TO TENDER PROCEDURES: C.P. Espresso Cap S.r.l. Fall. ICI Intermediazioni Costruzioni Immobiliari S.r.l. Fall. Rizzi Lino Fall. Edilciemme S.r.l. Fall. Rota-Sol S.r.l. Fall. PDE Evolution S.r.l. Fall. Centro Copia snc Fall. VE.MO Fall. Distillerie F.lli Bigatti s.a.s. Safes s.r.l. Voluntary Liquidations
INVITATION TO TENDER Granted that: - Mercury Auctions Srl ( Contractor ) has received an exclusive mandate from the Insolvency Administrators of the above-mentioned Procedures to manage the commission sale concerning the goods of the Procedures specified into the inscription, as mandated from the Judges of the competent Court; - Mercury Auctions S.r.l. (from now on, named Contractor ) has received mandate from Avacos S.r.l. to handle the commission sale of the goods of the Bankruptcy Edilciemme S.r.l. as designated and approved by the Procedure of the competent Court. - Therefore, has to proceed with the sale of the assets of the Procedure itself; Provided that Mercury Auctions s.r.l. ADVISES Of the sale, by means of a competitive procedure, at the terms and condition given below, known and accepted by the participants, of the goods specified into the auction catalogue attached to the present invitation to tender. 1. GENERAL CONDITIONS The auctions for the sale of the goods of the procedures referred to above-mentioned Procedure takes place on Thursday 10 th May 2018 at 10:00 a.m. in Cazzago San Martino (BS), Via Padana Superiore n. 65. Goods and base bid prices are detailed in the auction catalog. Will be for sale 69 lots. The contractor, based on his unappealable decision, can reserve the right to catalogue again the assets and the concerning subdivision as it believes more appropriate in order to achieve the higher sale price, also during the auction. On the auction clearing price is applied a maximum 15% (fifteen percent) of auction fee, unless otherwise specified in each lot page, which has to be borne completely by the successful tenderer. Where applicable, VAT will be applied on the clearing price and on the auction fee. 2. INSPECTION OF THE ASSET The goods for sale are placed in Cazzago San Martino (BS), Via Padana Superiore n. 65.
The inspection of the assets will be held only by appointment with the Contractor. Appointments must be fixed at least 5 working days before the auction day. In case of appointment requests received after this term, the Contractor does not grant the possibility to inspect the goods. 3. CAUTIONARY DEPOSIT In order to be successfully registered, which is mandatory for the participation, is required the payment of a security deposit of 2.000,00 (euro two thousand/00). The security can be deposited via bank draft made to Mercury Auctions S.r.l.. The security deposited via bank draft can be submit to Contractor till the registration of the participant. The security can be deposit also via bank transfer. The banking details will be provided upon request. The security deposited via bank transfer has to be credited at least two weekdays before the date of the auction. In that case the participant has to email to mercuryauctionssrl@pec.it, within the same deadline a copy of the bank transfer data credited to the Contractor. Simultaneously has to be communicate the bank details where re-credit the same amount, in case of non-awarding offer. In the event that this deadline would not be respected, the Contractor may not authorize the registration, at its discretion. The subjects who want to be registered crediting the security by bank transfer are aware of the possible problems due to the use of telematic devices, for which the contractor cannot be held liable. The subjects who want to deposit the security by means of other procedures different from the above-mentioned ones, will have to communicate it in advance to Contractor and will have to obtain a written approval. At its discretion, the Contractor may decide to not admit to the auction who does not respect the aforementioned conditions, even though the subject stands with a valid title. The security will be held in case of a successful offer, on the contrary will be paid back immediately after the auction, without any commission in case of bank draft, vice versa in case of bank transfer, within 10 weekdays from the end of the auction. 4. REGISTRATION TO BID: REQUIRED DOCUMENTS Participation to bid is dependent to prior registration to be fulfilled compulsorily and without derogation within the start of the auction. For this purpose, the following documents are required: a) in case of legal person: - Business Profile Information / Chamber of Commerce Certificate; - Copy of the I.D. document of the legal representative or the administrator with appropriated powers;
b) in case of natural person: - Valid I.D. card and fiscal code; c) in case of a proxy participation to third person: - I.D. document and fiscal code of the third person participant; - Valid I.D. card and fiscal code if the delegating is a natural person or Business Profile Information / Chamber of Commerce Certificate and copy of the I.D. document of the legal representative or the administrator with appropriated powers if the delegating is a legal person; - Appropriate attorney document from the company. In order to a correct registration it s necessary to supply to Contractor a copy of above mentioned documents. Without the requested copies the Contractor reserves the right to admit or not the subject. Those who don t submit the requested documents or do not present it within the deadline will not been registered and consequently will be unable to participate to the auction. The registered vehicles will be registered in the name of the natural or legal person that has been the successful tender. No exceptions are possible. 5. EXECUTION OF THE AUCTION The assets are for sale by means of public auction placed through the execution of the necessary auctions which awards the best bidder. The base price of each asset is determined by the ascribed value of the expert estimate. In case of a joint selling of all the batches the base price is obtained by the sum of all the estimate of the assets. Further and successive depreciations are possible during additional auctions. The auction opens that day, at the schedule and the place mentioned at point 1. After the opening of the auction, in case of a unique bid the asset will be awarded to the unique bidder. Vice versa, in case of more tenderers will be placed a call for bids where each participant will be able to bid up, the minimum amounts to bid up are established on the catalog. The single bids up must be made within 60 seconds (sixty). Contractor has the faculty to receive expressions of purchase interest for the assets of the present auction. Please note that for that purpose will be considered only the expressions of purchase interest arrived by mail to the address mercuryauctionssrl@pec.it at least 3 (three) days before the auction. Every bid coincides with an irrevocable purchase offer for the selected asset or batch at the offer price, plus legal charges, if owned, and auction fee. The bid loses its effectiveness when occurs a higher bid, made under the conditions above mentioned. 6. AWARDING OF THE ASSETS
At the end of the auction the participant who has made the higher offer will be the successful tenderer of the asset/s or batch/es referred to the bid/s. Contractor will communicate to the delegate professional the name of the successful tenderer and will submit to the same the security deposited by the participant, in order to proceed according to the law applicable. The awarding will be intended as definitive only after 10 days form the auction date, upon authorization of the delegate professional who will communicate to successful tenderer the relative awarding. The insolvency administrator, ex art. 107 Bankruptcy Law may suspend the sale when it s received a higher irrevocable purchase offer for an amount not lower than 10% (ten percent) of the preceding price, within 10 days from the auction date and in any case not beyond the date of the definitive awarding. Even though is not definitive, the temporary awarding represent in any case a formal purchase commitment, which become binding when the sale is approved by the Delegated Judge and, if existing, the Creditors Committee. 7. PAYMENT TERMS AND MODALITIES The payment of the price of the awarded assets, plus legal charges, if owned, and the auction fee, has to be done within, and not later than 5 (five) weekdays from the definitive awarding communication. The payment has to be placed by bank transfer, on the bank details that will be transmitted only to successful tenderer, unless different prearranged and stipulated procedures. In case of non-payment of the above-mentioned amount within the specified deadlines, the successful tenderer will be considered decayed in respect of the awarding, and the insolvency administrator has the right to withhold the security, as a penalty, except for the right to compensation for further damages. In that case the asset will be placed again on sale and the decayed successful tenderer will not be able to participate to the following auctions. The property of the asset is transferred to the buyer after the entire payment of the price, in addition to legal charges, if owned. Until the occurrence of the property transfer, the judge is able to exercise the powers of art. 108 Italian Bankruptcy Law. 8. WARRANTY The sale is placed referring to the fact and the law as they are, with all the possible accessories. The Contractor cannot be held liable of the lacking or partial correspondence of the assets with their descriptions and their real consistency. The Contractor declines any responsibility for possible errors, omissions or imprecision in photos, descriptions, quantities and any other detail mentioned
in the batches list. The sale is in bulk and not in pair unit bases; possible differences about it do not give rise to any compensation, allowance and/or price reduction. The sale has to be considered as forced ex art. 2919 c.c.; therefore under the law and the effect of art. 2922 c.c. the existence of possible irregularity, lack of quality and/or discrepancy of the sold asset, any kind of charges, for any reason not considered, even if hidden and not reported on the expert examination, will not give raise to any compensation, allowance and/or price reductions, since that has been contemplated in the evaluation of the assets and since that, in an enforced sale, does not occur the warranty for flaws or law quality of the asset, nor the sale cannot be annulled. The Contractor will not be liable in case of third party s rights on the assets. The assets are sold by as is condition, without any warranty related to its functionality. Considering that is not a sale on the market is up to the successful tenderer the obligation to verify the existence of the protecting, safety and hygiene requirements, nor the environmental protection requirement as provided by the legislation in force at the moment of the sale, before the use or the re-sell on the market of the asset. Are up to successful tenderer possible adaptions to legislations in force, with all risks, responsibilities and consequent fees, excluding any responsibilities and warranty charged to the Contractor. It is not provided to unsatisfied successful tenderer the possibility to withdrawal. 9. COLLECTION OF THE ASSETS Registered vehicles can be recovered only when the procedures for the transfer of the ownership are concluded. The dossiers will be entrusted to a trusted Automotive Bureau Agency delegated by the Contractor. The collection of the asset is up to and at the expense of the successful tenderer and must be done at where the assets are placed, within and not beyond 10 (ten) weekdays from the end of the deadline asset payment, plus law charges, if provided, and auction fees. In any case, the deadline for the collection becomes effective from the maximum due date within the payment could have been done, even though the successful tenderer made the payment before the deadline. Possible exception to the above-mentioned terms will have to be specifically authorized in writing by Contractor. In the case of movable property registered within the collection deadline, the successful tenderer, at his own expense, has to complete the transfer of property formalities. The successful tenderer is required to contact the Contractor in order to prearranged the collection and its condition.
In the case of the purchased assets are not collected within the above-mentioned deadline, the successful tenderer is required to pay a penal fee of 100,00 (one hundred) for each day of delay. If the delay is prolonged beyond 30 (thirty) days from the collection deadline, the insolvency administrator, after having proceed to a formal notice of the defaulting tenderer, will be able to withhold the deposited amount and arrange a new sale of the former purchased asset. When the collection is concluded, the security is given back to the buyer, net of the above mentioned penal charges. 10. RECOVERY ASSISTANCE It is not up to the Procedure, the Contractor or his Collaborators the delivery of the goods, nor the organization of its collection. Mercury Auctions S.r.l., if needed and upon agreement with the buyer, can give assistance during the collection. Costs for this assistance at charge of the buyer, are due before the recovery and are established in agree with the buyer. 11. AFTER SALE COSTS AND ANCILLARY COSTS Every additional accessory expense and after sale cost necessary to the closing of the sale or to the acquisition of the assets by the successful tenders are completely at their charge. Notably: disassembly costs, safety costs, transport and shipping costs, custom duties and taxes, other costs for export, costs for the preparation of custom or technical documents, costs for manuals and other certifications for the assets and goods, costs for transfer of ownership or cancellation of transcriptions on vehicles and any other additional cost or after sale cost that is ancillary to the aforementioned. Expenses for the cancellation of any vehicle transcription and for the ownership transfer are at charge of the successful tenders The Contractor and its Collaborators are not responsible for any delay or other problems that may arise during the afore-mentioned operations. The Contractor and its Collaborators are willing to provide assistance to the successful tenderers during these operations for the recognition of the goods, following an agreement with the successful tenderers and following the payment of additional cost pre agreed with the same. 12. APPLICABLE LAW AND JURISDICTION The sale contract between the successful tenderer and the Procedure or between the successful tender and the Contractor is concluded in Italy and regulated by Italian Law. In case of doubts or divergence of interpretation of the terms stated in this invitation to tender, the Italian text shall prevail on any other translated version.
The participants and the successful tender accept without reservation all the conditions stated in this invitation and are considered accountable for potential breaches of the abovementioned conditions. For the solution of any civil or penal disputes, from the interpretation or the dissolution of present contract, the competent court will be exclusively of the Court of Bergamo (BG), with exclusion of every other court.