FR Liquidation & Auctions LLC (FRLA) Terms and Conditions
FRLAuctions.com and its related sites, services, applications, domain names, and tools (collectively, the “Site”) are owned and operated by FRLA LLC. and its subsidiaries dba FR Liquidation & Auctions (“FRLA,” “us” or “we”) to provide an online auction platform and related services through which goods may be offered through Independent Associates and bid upon and sold to buyers (the “Services”). For the purposes of this document FRLA is meant to include all Independent Associates utilizing the FRLA provided platform. These terms and conditions (the “FRLA Terms and Conditions”) govern bidder use and access of the Site and the Services, bidder purchase of goods on the Site, and bidder conduct on the Site.
There is no fee to access the bidding platform and view most auctions. Other membership levels may become available and membership fees automatically renew when a bidder is in good standing and will be charged to a credit card on file. For immediate assistance getting a bidder number after registering call FRLA administration 817-690-7317. Premier Membership gives bidders the ability to bid on ALL FRLA Independent Associate auctions including VIP invitation-only auctions. Questions may also be addressed to info@FRLAuctions.com. Please contact FRLA if you would like to become an Independent Associate, or if you would like FRLA to conduct an auction on your behalf.
1. Eligibility to Use the Site and the Services
While using the Site and/or the Services, Bidder agrees that they will not:
• Use the Site or Services if bidder is not able to form a legally binding contract or if bidder is under the age of eighteen (18) years old;
• Use the Services if bidder has been previously suspended or removed from the Site or engaged in any activity that could result in suspension or removal from the Site;
• Manipulate the price of any item without the intent to purchase;
• Circumvent or manipulate FRLA fee structure, the billing process, any fees owed to FRLA, or any technical measures FRLA use to provide the Services;
• Fail to deliver payment for items purchased by bidder and associated fees or shipping costs;
• Transfer or share bidder account and bidder number with another party without FRLA consent;
• Create accounts that misrepresent bidder identity or use the personal information of others;
• Use any automated means to access the Services;
• Access data not intended for bidder or log into a server or account which bidders are not authorized to access;
• Use the Site in any manner that would interfere with, disrupt or inhibit other users from fully enjoying the Site or that could damage, disable or impair the functionality of the Site;
• Conduct fraudulent activities including collusion; and
• Trading and resale of property purchased at auction is strictly prohibited on auction premises;
• Bid on any items that may be sold only to persons at least twenty-one (21) years old if bidder is under the age of twenty-one (21) years old.
• Use of a prepaid debit card and subsequent non-payment may be considered “intent to defraud” and is strictly prohibited. (See Maintenance of payment section 3)
Item Descriptions – Caveat Emptor All items are sold “as is” and bidders are aware that, unless otherwise stated, the items sold on the Site are not new nor in perfect condition, may require touch-up or repairs prior to use and the available information about these items may be limited. FRLA which utilize the platform will not list every flaw associated with each item as these are to be expected. In the case of obvious faults (chips, cracks, significant damage, etc.) FRLA does its best to list the fault within the description. Any appraisal statements or valuation statements made are to be utilized only as “Informational” appraisals used to ascertain bidders own valuation and relevance and should not be considered an “official” appraisal. FRLA will provide descriptions based on its assessment of an item. However, bidder should not assume that FRLA’s assessment of condition will be the same as bidder’s assessment. It is the bidder’s responsibility to read and review all descriptions and images of an item before bidding, and bidders acknowledge that in posting such descriptions, FRLA may or may not rely on information provided by the seller.
FRLA AND INDEPENDENT ASSOCIATES MAKE NO, AND EXPRESSLY DISCLAIM ANY, GUARANTEE, WARRANTY OR REPRESENTATION, EXPRESSED OR IMPLIED, TO BIDDERS WITH RESPECT TO ANY ITEM, INCLUDING WITHOUT LIMITATION, CONDITION, MERCHANTABILITY, QUALITY, RARITY, APPRAISALS, VALUATIONS, IMPORTANCE, FITNESS FOR A PARTICULAR PURPOSE, HISTORICAL RELEVANCE OR OTHERWISE.
Extension and Close of Internet Bidding - At the scheduled date and online sale closing period of a sale, items will begin to close at a predetermined number of items per minute. All online sales may be subject to FRLA automatic extension system defined as follows: if an item receives a bid with less than five (5) minutes remaining until closing, the close time will be reset to five (5) minutes from the time the bid is placed and will continue to reset to five (5) minutes with each newly placed bid. The item will not close until five (5) minutes have elapsed with no additional bid activity.
Sales Format – All bids must be placed through the Site. Absentee bidding offline is not allowed. Unless otherwise explicitly stated in the auction or item description, all sales are conducted without reserve by the seller. Unless otherwise explicitly stated by FRLA in writing, the auction of personal property through the Service is conducted according to the following guidelines: (i) the property is sold to the highest bidder without reserve; (ii) the auction does not require a minimum bid; (iii) the auction does not require competing bids of any type by the seller or an agent of the seller; and (iv) the seller of the property cannot withdraw the property from auction after the auction is opened and there is public solicitation for bids; provided, however, that FRLA reserves the right to withdraw any item from the Site or to amend any content on the Site at any time in its sole discretion and Auctioneer and agents reserve the right to bid. FRLA will not be liable to you or any third party if we withdraw an item, amend any content on the Site or deny you access to the Site or the Services.
Buyer’s Contract - Winning bids placed on the Site represents an irrevocable legal contract and bidders are responsible for paying all amounts due to FRLA. If bidders cannot pay for the items or agree to the shipping terms and costs, please do not bid on the items.
Maintenance of Payment Information - To place a bid, bidders must have valid payment information stored in their bidder profile. By providing credit card information to FRLA, bidder irrevocably authorize FRLA to charge bidders credit card for the total purchase amount of any winning bid plus any fees associated with the sale of the item, including but not limited to taxes, shipping and handling fees, if applicable. Bidder also agree and acknowledge that they will maintain valid credit card information within their bidder profile so long as they maintain an account with FRLA and that they are authorized to use the designated payment method. Bidder further permit and allow offset rights to charge any credit card on file for unpaid and outstanding charges as a result of bidding on any auction utilizing this platform including but not limited to charges, shipping, transportation or removal of items, storage and other related charges as allowed by law and auction specific disclosed Terms & Conditions. FRLA does not permit prepaid debit/credit cards for registration or payment. FRLA reserves the right in its sole and absolute discretion to cancel bids or suspend bidding privileges of any user not maintaining valid payment information.
Placing a Bid – Bidder agrees and acknowledges that, in exchange for valuable consideration (including but not limited to the rights to use the Site, use the Services and participate in the online auction), all bids placed by bidder are irrevocable offers to purchase an item that may not be withdrawn by bidder at any time prior to the close of the auction. Bidder expressly agree that, due to the irrevocable nature of the bids, any cancellation or correction of a bid by FRLA may result in a previous bid being the highest current bid subject to acceptance at the close of the auction. By placing a bid, bidder expressly agrees that if they are the winning bidder they will pay for their item and agree to any additional handling and shipping fees applicable for shipped items. It is the bidder’s responsibility to understand the pickup and delivery options and costs for each item before a bid is placed. All bids are shown in US dollars and all taxes, shipping, and handling charges are additional.
Minimum and Maximum Bids – When submitting a bid, bidder must raise the bid by a minimum established increment. Bid increments are available below.Bidder may elect to raise the bid by more than the required minimum by entering a higher bid in the “Your Minimum Bid” box. If bidder enters a higher minimum bid and their bid is the winning bid, bidder agrees to be bound to that bid amount, regardless of any other previous bids. Bidder may also elect to enter a proxy bid in the “Your Maximum Bid” box. If bidder enters a maximum bid, the system will automatically raise that bid by the specified increments if they are subsequently outbid, up to their designated maximum bid amount (“Maximum Bid”). Maximum Bids are not disclosed. Maximum and/or Minimum Bids do not include any taxes, shipping or handling fees.
Increasing Bidders Own Bid – The system will permit a bidder to raise their own bid by rebidding on the same item. This is to permit the bidder to raise the price of an item out of the reach of other bidders. If they rebid on an item, their new bid is binding. If a bidder is the current high bidder and want to increase their maximum bid without increasing the current bid, they should enter a higher amount in the “Max Bid” field without any minimum bid amount.
Bid Correction/Retraction – As stated above, all bids represent irrevocable offers to purchase that may not be withdrawn prior to the close of the auction. It is bidder’s sole responsibility not to submit erroneous bids. In the event that bidder submit an erroneous bid more than twenty-four (24) hours before the scheduled close of a sale, they may request a correction by contacting us at Info@FRLAuctions.com. Bid corrections are at the sole discretion of FRLA. Bid correction requests will become part of bidder’s user history, and are subject to review. Under no circumstances will a bid correction request be honored in the final twenty-four (24) hours of a sale. Notwithstanding any of the foregoing, FRLA reserves the right to cancel any bid at any time if, in our sole discretion, FRLA determine an error was made.
Bidding Notices – For bidder’s convenience, FRLA provides certain e-mail, push and SMS communications regarding the status of ongoing sales. These communications are provided as a courtesy only and are not official bid status communications. The failure to receive a notification of a winning bid does not relieve bidders from their contractual obligations as the winning bidder. To confirm the status of current bids, visit the “I’m Following” page. Bidder expressly agree that the display of the highest bid and the status of current bid on the Site at the close of the auction are both accepted means of acceptance of their bid by the seller. The bid history reflected on the FRLA system supersedes any e-mail, push or SMS communication in dispute resolutions.
Shill Bidding – Bidder represents and warrants that they will not engage in shill bidding. Shill bidding happens when anyone (including family, agents, friends, employees, or online acquaintances) bids on an item with the intent to artificially increase its price or desirability, usually on behalf of the seller. Bidder will be held liable for and agree to indemnify FRLA against any damages incurred by FRLA due to their related shill bidding.
Payment Forms Accepted - If bidder has placed the winning bid on an item that is eligible for in person pickup, they can pay for their purchases during the designated removal and payment times listed with cash, or bidder may prepay online with a credit card or gift card and present their ID for pickup. All invoices under five thousand dollars ($5,000) that are shipped must be paid with a credit card and/or valid gift card (if applicable). Purchases over five thousand dollars ($5,000) will require payment via ACH, PayPal, wire or any other form of FRLA approved payment. Winning bidders with questions of how to make payment should contact the Independent Associate directly or FRLA. If bidders do not elect a fulfillment method and they do not pick the item up during the scheduled pickup time outlined, FRLA reserves the right to charge bidders payment method on file for the total purchase price of the item plus any applicable handling and shipping charges, and may ship the item to your address of record. Bidder hereby expressly grant FRLA the right to hold a winning item until confirmation of cleared funds has been received by FRLA.
Please check the Terms & Conditions listed for each auction to ascertain which payment methods will be available. There may be instances where auctions are held in remote locations with no electricity, Internet or cell service. In those cases, cash may be required so please check the details page of each auction in which bidders have participated. Cashier’s Checks, Company checks or personal checks are not accepted. A Buyer's Premium (usually 15%) applies to all final bids.
Sales Tax – All sales are subject to appropriate state sales and use tax laws. Tax exempt buyers must provide the appropriate state sales tax exemption certificate prior to the end of the sale. Upon acceptance and validation of such information by FRLA, bidder’s future purchases will not be taxed, provided that they are still eligible for tax exemption. Bidders may be required to update certificates on file periodically as deemed necessary by FRLA. FRLA requires a sales tax exemption certificate for each state in which an exemption is claimed.
Agricultural sales Tax exemptions - Items purchased for use in agricultural production must qualify for tax exemption per the Texas Agricultural sales tax exemption publication #96-1112. Bidder acknowledges that per this publication, only materials specifically identified on list utilized exclusively on a farm or ranch to produce agricultural products which will be sold AND when bidder has an agriculture/A G Timber number.
Failure to Pay – Any items not paid for in accordance with the FRLA Terms and Conditions and stated pickup dates and times or within prescribed negotiated agreement with the Independent Associate directly will be forfeited by the bidder and FRLA may, in its sole and absolute discretion, resell or dispose of the items as well as donate the items to a charity of FRLA’s choosing. FRLA reserves the right to charge any payment option bidders have on file and/or to report their account to collections for the combined total of the original invoice amount and any moving or disposal charges and bidder may be responsible for any charges incurred by FRLA in collecting their payment.
Gift Cards and Promotions – Subject to the terms and conditions of the applicable gift card or promotional discount, FRLA may accept payment via gift card or gift certificate and may discount invoices in accordance with certain promotions from time to time.
Should bidder place the final winning bid on an item, an invoice will be emailed to them with instructions.
Pickup Option – Certain sales and items may have a designated pickup time and location. Before bidding, bidders should confirm whether they can pick up their item at the designated time and location. Bidders must provide their own tools, labor and transportation to facilitate safe removal of their item(s). Plan accordingly for large or bulky items. Be prepared to show identification to pick up their item(s). Purchases will be released upon presentation of proof of payment. FRLA will not be liable for any damages created or incurred by bidder upon the pickup or transport of their item(s).
Communication is essential to providing quality auction service. If bidders are unable to pick up during the indicated pick up days and times, please communicate with the auction company to identify other options that may be available to bidders. It is best to call directly as there may be instances where poor Internet capabilities and cell phone access limits FRLA or Independent Associate’s ability to receive email in the field or onsite. Independent Associates recognize that things happen and will work with bidders to the best of their ability but in many instances, they have only limited physical access to onsite locations to conduct and finish the auctions. Independent Associates have been trained to bring the best auction possible and their phone numbers can be found on the details page, team member’s page and on bidder invoices. In some cases, it is possible to lose bidding membership privileges – even if the item purchased is only $1. Non-communication may also result in suspended bidding privileges until the outstanding invoice is rectified. Bidding on an item(s) signifies a binding contract.
Delivery – FRLA utilizes third party shipping and delivery companies and contractors for packaging, handling and delivery of most items. Please be aware that not all items are eligible for shipping. If shipping is available, a shipping quote will be displayed when viewing the item. The final shipping cost is subject to insurance cost based on the final bid price and occasional fluctuations in fuel surcharges from common carriers. (Shipping quote insurance calculations prior to the end of the sale are based on the current bid value.) If bidders intend to have an item delivered, it is the bidders responsibility to understand the potential delivery costs before placing a bid. FRLA or the Independent Associate’s shipping agent may contact bidders directly after the auction to arrange for delivery. All delivered items must be paid prior to delivery or delivery may be suspended until payment is completed. Delivery personnel do not transact any payments. Delivery payments do not include labor tips (if applicable). FRLA will use reasonable efforts to ship the merchandise within ten (10) business days after the scheduled sale removal and payment date. When a bidder wins an item, any shipping times FRLA provides are estimates only and actual delivery dates may vary. Bidders acknowledge that some items may have a longer processing period such as large or crated items which may take six (6) to eight (8) weeks for delivery.
Alternate Pickup - In certain locations, FRLA may provide an alternative pickup location. If an alternative pickup location is available, it will be detailed in the item view. Additional fees may apply to have an item available at a designated alternative pickup location. Conditions regarding failure to pay and failure to pick up apply to alternate pickup locations.
Handling Fee – Items which must be moved from one location to another to permit alternate pickup arrangements are subject to a minimum handling fee of twenty-five dollars ($25.00) per lot. Bidders agree that FRLA may charge a higher handling and storage fee, in its reasonable discretion, for certain items which are difficult to transport and store.
Title and Risk of Loss – Subject to these FRLA Terms and Conditions, title and risk of loss to purchased items will transfer from the seller to bidder upon the completed processing and receipt of bidder’s payment by FRLA made in accordance with these terms. FRLA is not responsible for insuring items while in FRLA’s possession. Upon the transfer of risk of loss to bidders, they agree to maintain adequate insurance coverage on such items located on FRLA’s premises. If bidders take possession of any purchased item before the completed processing and receipt of their payment by FRLA, the risk of loss will transfer to the bidder upon taking possession.
FRLA or its Independent Associates and associates or their affiliates are not responsible for loss, theft or damage. All merchandise becomes the responsibility of the buyer when they become the highest bidder. Independent Associates take customary and reasonable precautions to protect items until bidders obtain possession, but every auction location is different and FRLA cannot guarantee security. In the case of loss, theft or lockout, FRLA’s liability is limited to a refund of the amount paid for the items missing or unrecovered. No bailees clause is accepted by FRLA or any of its Independent Associates. All sales are final. Absolutely no refunds. Please check to be sure bidder amounts placed are correct. Once bids are placed they cannot be removed. No merchandise may be removed until the conclusion of the auction, and only when accompanied by a paid receipt and valid identification.
Failure to Pick up – IN THE EVENT THAT BIDDERS FAIL TO PICKUP OR DESIGNATE SHIPPING FOR THEIR ITEMS IN ACCORDANCE WITH THE FRLA TERMS AND CONDITIONS, BIDDERS HEREBY AUTHORIZE FRLA TO CHARGE THEIR CREDIT CARD FOR THE PURCHASE AMOUNT OF THE ITEM PLUS ANY TAXES, SHIPPING COSTS AND HANDLING FEES. WHEN PICK-UP IS SELECTED BY BIDDERS OR IS THE ONLY OPTION, IF THEY FAIL TO PICK-UP ANY ITEMS AT THE SPECIFIED TIME OR DESIGNATE A SHIPPING OR FULFILLMENT OPTION WITHIN SEVEN (7) DAYS OF THE CLOSE OF BIDDING BIDDERS WILL BE CONSIDERED TO HAVE ABANDONED AND FORFEITED THE ITEMS. BIDDERS AGREE THAT TITLE FOR ABANDONED ITEMS WILL AUTOMATICALLY TRANSFER TO FRLA WITHOUT ANY FURTHER ACTION BY THE BIDDER OR FRLA. BIDDERS EXPRESSLY AGREE THAT FAILURE TO RECEIVE ANY ITEM IN THE EVENT OF ABANDONMENT DOES NOT RELIEVE THEIR OBLIGATION TO PAY FOR THE ITEM OR ANYOTHER FEES. AT A MINIMUM, BIDDERS WILL BE CHARGED THE AMOUNT OF THEIR BID TO SATISFY PAYMENT OBLIGATIONS TO THE SELLER.FRLA MAY, IN ITS ABSOLUTE AND SOLE DISCRETION, RESELL THE ITEMS, DISPOSE OF OR DONATE THE ITEMS TO A CHARITY OF FRLA’S CHOOSING. FRLA RESERVES THE RIGHT TO CHARGE THE CREDIT CARD ON FILE FOR ANY MOVING OR DISPOSAL CHARGES AND WILL NOT REFUND PAYMENT FOR THE ITEMS.FRLA RESERVES THE RIGHT OF OFFSET TO CHARGE ANY OUTSTANDING FEES DUE TO ANY CREDIT CARD ON FILE TO FULFILL ANY PAYMENT OR CHARGE OBLIGATIONS.
Liquidated Damages – Bidders acknowledge and agree that the remedies afforded to FRLA in the “Failure to Pay” and “Failure to Pick up” paragraphs of these FRLA Terms and Conditions (the “Liquidated Damages”) constitute compensation and not a penalty. The parties acknowledge and agree that, due to the nature of FRLA’s Services and online auction sales generally, the harm caused by a breach as contemplated in the aforementioned paragraphs would be impossible or very difficult to accurately estimate, and that the Liquidated Damages are a reasonable estimate of the anticipated or actual harm that might arise from a breach. Bidders payment of the Liquidated Damages is FRLA’s exclusive remedy for the breaches contemplated in the “Failure to Pay” and “Failure to Pick up” paragraphs of these FRLA Terms and Conditions. By accepting Terms and Conditions, bidders surrender and forego all rights to file or participate in any class action lawsuits and agree to participate in binding arbitration.
All items on the Site are sold “as is – where is”. FRLA may or may not accept returns in cases of material errors in the item description made by FRLA, as determined by FRLA in its sole discretion. Any claims submitted for review under FRLA’s or Independent Associate return policies must be received within thirty (30) days of the earliest of delivery or bidder taking possession of the item. Notwithstanding any language to the contrary, FRLA in its absolute and sole discretion may accept a return under this policy.
Bidders will indemnify, defend and hold FRLA (and FRLA affiliates and subsidiaries, and FRLA and their respective officers, shareholders, directors, employees, agents) harmless from any claim or demand (including reasonable legal fees) whether direct or indirect: (i) made by any third party due to or arising out of bidders breach of these FRLA Terms and Conditions, bidders improper use of the Services or bidders breach of any law or the rights of a third party; and/or (ii) relating to damage to person or property, including death, relating in any way to the items purchased by bidders through the Site and/or the Services, including, but not limited to, the shipment from, and moving of such items on, the FRLA premises; except to the extent such losses are caused by the gross negligence or willful misconduct of FRLA.
8. Limitation of Liability
BIDDERS AGREE THAT FRLA IS NOT RESPONSIBLE FOR THE ACTS OR OMISSIONS OF CARRIERS IN PACKING OR SHIPPING OF PURCHASED LOTS, WHETHER OR NOT SUCH CARRIER IS RECOMMENDED BY FRLA. BIDDERS ALSO ACKNOWLEDGE AND AGREE THAT IN NO EVENT SHALL ANYSELLER OR FRLA OR ITS OFFICERS, DIRECTORS, MANAGERS, MEMBERS, EMPLOYEES, SHAREHOLDERS, AGENTS, SUCCESSORS, AFFILIATES OR THIRD PARTIES BE LIABLE TO ANY USER OF THE SITE OR SERVICES OR ANY OTHER PERSON OR ENTITY FOR ANY INDIRECT, SPECIAL, PUNITIVE, COMPENSATORY, CONSEQUENTIAL OR EXEMPLARY DAMAGES, WHETHER IN CONTRACT, WARRANTY, TORT OR OTHERWISE, EVEN IF FRLA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE EXTENT PERMITTED BY LAW, FRLA’S TOTAL LIABILITY FOR ANY REASON AND UPON ANY CAUSE OF ACTION WHATSOEVER, WHETHER IN CONTRACT, WARRANTY, TORT OR OTHERWISE, SHALL BE LIMITED TO THE AMOUNT OF MONIES PAID BY BIDDERS TO FRLA HEREUNDER IN THE PRECEDING THREE (3) MONTH PERIOD. BIDDERS IRREVOCABLY WAIVE AND DISCLAIM ANY RIGHT THEY MAY HAVE TO BRING AN ACTION FOR OR TO THE REMEDY OF SPECIFIC PERFORMANCE AGAINST FRLA OR ANY SELLER OF AN ITEM. BIDDERS HEREBY ACKNOWLEDGE THAT THESE LIMITATIONS ON LIABILITY WILL APPLY TO ALL MERCHANDISE, SERVICES AND CONTENT AVAILABLE THROUGH FRLA, THE SERVICES AND THE SITE.
Changes to the FRLA Terms and Conditions – FRLA reserves the right, at its sole discretion, to change, modify, add or remove any portion of the FRLA Terms and Conditions, in whole or in part, at any time, and may post the revised version on the Site. Changes to the FRLA Terms and Conditions will be effective when posted. Bidders continued use of the Site and/or the Services after any changes to the FRLA Terms and Conditions are posted will be considered acceptance of those changes.
Notices to Bidders – FRLA may provide any notice to bidders under these FRLA Terms and Conditions by: (i) sending a message to the e-mail address bidders provide or (ii) by posting to the Site. Notices sent by e-mail will be effective when FRLA send the e-mail and notices FRLA provide by posting will be effective upon posting. It is the bidder’s responsibility to keep their e-mail address current. By agreeing to these Terms & Conditions and through the act of bidding bidders agree that FRLA may, upon occasion, make available basic information to FRLA affiliates, 3rd parties and vendors to make offers which may be of interest and bidders agree to allow FRLA to share contact information with Independent Associates, shipping agents and delivery drivers in order to adequately provide such services and to expedite business.
Notices to FRLA – To give FRLA notice under these FRLA Terms and Conditions, bidders must contact FRLA as follows: FRLA Inc. Attn: Legal 2211 Duluth Dr suite 112, Pantego TX 76013. FRLA may update the contact information for notices by posting a notice on the Site or amending these FRLA Terms and Conditions. Notices will be effective when received by FRLA.
No Waiver – Any waiver of any provision of the FRLA Terms and Conditions by FRLA must be made in writing and signed by an authorized representative of FRLA specifically referencing the FRLA Terms and Conditions and the provision to be waived.
Cumulative Remedies – All rights and remedies provided to FRLA are cumulative and not exclusive, and the exercise by FRLA of any right or remedy does not preclude the exercise of any other rights or remedies that may now or subsequently be available at law, in equity, by statute, in any other agreement between the parties or otherwise. Despite the previous sentence, the parties intend that FRLA’s right to Liquidated Damages is its exclusive remedy for bidder’s breach of certain obligations as specified in the Liquidated Damages paragraph.
Severability – If any term or provision of these FRLA Terms and Conditions is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of these FRLA Terms and Conditions or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon a determination that any term or provision is invalid, illegal or unenforceable, the court may modify these FRLA Terms and Conditions to affect the original intent of the parties as closely as possible in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
Force Majeure – FRLA will not be liable or responsible to bidders, nor be deemed to have defaulted or breached these FRLA Terms and Conditions, for any failure or delay in performance hereunder when and to the extent such failure or delay is caused by or results from acts or circumstances beyond our reasonable control, including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest, national emergency, revolution, insurrection, epidemic, lockouts, strikes or other labor disputes (whether or not relating to our workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage.
Assignment – Bidders will not assign any of their rights or delegate any of their obligations under these FRLA Terms and Conditions without FRLA’s prior written consent. Any purported assignment or delegation in violation of this paragraph is null and void. No assignment or delegation relieves bidders of any of their obligations under these FRLA Terms and Conditions. FRLA may assign or transfer these FRLA Terms and Conditions and/or its rights and/or obligations hereunder.
Governing Law - These FRLA Terms and Conditions shall be governed in all respects by the laws of the State of Texas, without regard to conflict of law provisions. Bidders agree that any claim or dispute they may have against FRLA must be resolved exclusively by a state or federal court located in Dallas, Texas, and bidders hereby irrevocably and unconditionally consent to the sole and exclusive jurisdiction of such courts for any such claims or disputes.