Industrial Air Mdl. C580 Vertical Air Compressor, 5hp, 2-Stage, 200PSI, Vertical 24"Diameter x 48"

TERMS OF SALE

Set forth below are the terms and conditions (the "Terms") that shall apply to any purchase by any party (a "Buyer") either directly from A&A Machinery Sales (A&A) or in a transaction (a "Transaction") in which A&A serves as broker, agent, liquidator or seller for any third party owner. The Terms apply to all Transactions, including without limitation, public auctions conducted by A&A and direct purchases by Buyer of any item either before, after or independent of any public auction.

TERMS AND CONDITIONS

1. All machinery, equipment, merchandise and other items (the "Goods") are sold on an "AS IS/WHERE IS" basis with no warranties or representations whatsoever, either expressed or implied. Neither A&A nor the consignor makes any warranties or representations of any kind or nature with respect to the property or its value, and in no event shall they be responsible for correctness of description, genuineness, attribution, provenance, authenticity, authorship, completeness, condition of the property or estimate of its value. No statement (oral or written) in the catalog, at the auction, or elsewhere shall be deemed such a warranty or representation, or any assumption of responsibility. Prospective bidders are urged to contact A&A directly for detailed information regarding any lot. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE AND MERCHANTABILITY are expressly disclaimed.

2. Registration. Buyers must register prior to bidding at any auction sale. All bidders must provide their name, company (if applicable), mailing address and phone number prior to the auction. When applicable, Electronic bidders are required to provide a valid email address.

3. Deposits. A&A requires a deposit of not less than twenty five percent (25%) of the Buyer's TOTAL PURCHASE PRICE by the end of sale day - with the balance due by the end of the next business day. THIS SHALL BE IN THE FORM OF FEDERAL WIRE BANK TRANSFER. For Electronic bidders, at its discretion, A&A may contact bidders via email or telephone before or during the sale to provide a bank letter of guarantee and/or wire transfer as a deposit. If A&A does not receive a response from its attempts to contact Buyer or if the Buyer does not provide a deposit, A&A reserves the right to refuse or cancel Buyer's bids and re-sell Goods.

4. Invoices & Payment Instructions. Winning bidders can request a printed paper invoice from the Accounting Manager at the sale location during or after the sale. Electronic bidders will be sent an electronic invoice to the email address provided during registration. Invoices can be faxed upon request. Electronic bidders will be sent detailed payment instructions via email along with their invoice.

5. Payments. A&A must receive the balance of the total purchase price no later than the close of business on the day following the auction (the "Final Payment Date"). All payments must be federal wire bank transfer of immediately available funds, and all of the foregoing must be in form, scope and substance acceptable to A&A, electronic bidding registration and for Liquidated Damages in the event of a default. Without limiting A&A's discretion, no corporate checks and no personal checks will be accepted. No title shall pass to Buyer until the total purchase price and all Taxes have been paid to A&A in collected funds.

6. Taxes. Buyer must also pay to A&A on or before the Final Payment Date, all sales, export, use and other taxes due to any federal, state or local taxing authority (the "Taxes") as a result of Buyer's purchase, including without limitation, any taxes arising from any Buyer's Premium (as defined below). To receive the benefit of any tax exemption, Buyer must supply A&A with a sales tax exemption certificate acceptable in form, scope and substance to A&A in A&A's sole discretion.

7. Buyer's Premium. A&A in its sole discretion may impose a buyer's premium ("Buyer's Premium") on any Goods sold. The Buyer's Premium is a percentage that is added to the final purchase price of any item. A&A shall charge and collect from each successful bidder a buyer's premium for each sale at the auction, in addition to the purchase price as bid.

8. Removal. (1) Buyers or their Agents must remove all Goods purchased before the posted removal date. (2) No Goods shall be removed until the full purchase price and all applicable taxes thereon have been received by A&A in the form required herein. Any Goods not removed on or before the Removal Date shall be subject to storage charges that A&A may in its discretion impose. ANY ITEMS NOT REMOVED ON OR BEFORE THE REMOVAL DATE SHALL BE DEEMED ABANDONED AND A&A SHALL HAVE NO FURTHER OBLIGATION TO BUYER WITH RESPECT TO SUCH ITEMS. (See also #8C.)

8A. Buyer shall be responsible for the safe and proper removal of any Goods purchased by Buyer. A&A does not pack, ship, store, crate or rig items. Buyers may not pick up their own goods. For any question as to Removal and Loading contact Tim Cromwell at A & A Machinery Sales 1-215-428-1100.

9 Default. Bidders must bid only on those items they are prepared to pay for and remove in accordance with the terms and conditions of this sale. All items awarded to high bidders are contractually theirs and must be paid for by the Final Payment Date and removed by the Final Removal Date. IN THE EVENT PURCHASER FAILS TO PERFORM CONTRACTUAL OBLIGATIONS (PAYMENT AND REMOVAL) AS SPECIFIED IN THIS INVITATION TO BID, THE FOLLOWING ACTION APPLIES: PURCHASER WILL AUTOMATICALLY BE PLACED IN DEFAULT. THIS IS YOUR OFFICIAL NOTICE OF DEFAULT. Upon default, the purchaser shall lose all right, title, and interest which he/she might otherwise have acquired in and to such property as to which default has occurred. A&A will re-market and re-sell this property.

9A. Payment Default. Failure to pay invoices in full by the Final Payment Date in accordance with payment terms will subject Bidder to pay as Liquidated Damages a sum equal to the lesser of (1) 20 percent of the invoice price of the item(s) as to which the default has occurred, or (2) the full amount of the difference between the original invoice price and the re-sold price plus any expenses incurred to re-market or re-sell these items. IF A&A HAS NOT RECEIVED PAYMENT FOR WINNING BIDS WITHIN 24 HOURS OF THE FINAL PAYMENT DATE, THE BIDDER AUTHORIZES A&A TO CHARGE LIQUIDATED DAMAGES.

9B. Removal Default. Failure to remove items by the Final Removal Date in accordance with removal terms will subject Bidder to pay as Liquidated Damages the full amount of the expenses incurred to store or transport items until they are re-sold. IF BUYER HAS NOT REMOVED ITEMS WITHIN 24 HOURS OF THE FINAL REMOVAL DATE, THE BIDDER AUTHORIZES A&A TO CHARGE LIQUIDATED DAMAGES.

10. After Buyer has removed any item from A&A's possession, A&A shall have no obligation to make any adjustment or accommodation to Buyer because of any mistake in quantity or other defect or problem with respect to such item. Buyer must make all requests for adjustments in writing to A&A before any item is removed from the premises where the auction is conducted.

11. A&A shall not be responsible for any damages, loss or theft of Goods except in the case of A&A's willful misconduct. Without limiting the foregoing, A&A shall not be responsible for damages or losses caused by strikes, civil disorders, terrorism or acts of Nature.

12. If for any reason A&A is unable to deliver any Goods purchased by Buyer, A&A's sole liability shall be to return all sums paid by Buyer to A&A in respect of such Goods.

13. Minimum or Reserve Prices. A&A, in its sole discretion, reserves the right to establish a reserve or minimum price on any Goods without having to announce, post or publish notice to attendees and buyers at any auction. A&A reserves the right to confirm or reject the final bid. Further, A&A, and/or its affiliates or subsidiaries, may bid at the auction either for its own account or on behalf of a third party.

15. A&A, in its sole discretion, reserves the right to refuse the bid of any person without providing any notice or reason therefore.

16. A&A, in its sole discretion, shall control all bidding increments and advances at any auction. A&A reserves the right to reject any bid that is only a minimal increase over the preceding bid, that is not commensurate with the value of the item being offered or that A&A believes was made illegally or in bad faith. In the event of a dispute among bidders, A&A may, in its sole discretion, either accept what it deems to be the final bid or solicit further bids on the item in dispute. No returns or refunds will be permitted, unless authorized by the seller in writing.

17. A&A reserves the right, in its sole discretion, to sell items advertised as a public auction sale, on a piece by piece basis or as a complete lot. Without limiting the generality of the foregoing, A&A may accept a complete lot bid and then conduct an item by item auction which auction shall be effective only if the total proceeds there from exceed the amount of the complete bid.

18. All information provided by A&A to Buyers, including without limitation, any advertising, lot sales catalogs or otherwise, is subject to deletions, errors, additions, and changes without notice. Although information is gathered from sources thought to be reliable, A&A shall have no responsibility whatsoever for any information provided to any attendee or buyers. All buyers shall rely solely on their own investigation and inspection of any Goods.

19. The seller may add other terms and conditions of sale, such additional terms and conditions to be announced prior to the auction. The headings contained herein are for convenience only and shall not limit or alter the Terms hereof.

20. If A&A is selling or auctioning any Goods on behalf of a third party owner, A&A shall act as an agent only and shall have no liability whatsoever for the acts of any owner/principal.

21. Buyers agree to comply with all US export control and related laws, and acknowledge that A&A is not the exporter of any purchased item. Certain items offered for sale at the auction may constitute "Restricted Technology." Under federal law, such items may not be shipped outside the United States. A&A makes no representation or warranty concerning, and has conducted no investigation to ascertain which items, if any, constitute Restricted Technology.

22. Buyers acknowledge that an auction site is a potentially dangerous place, Flammable, noxious, corrosive and pressurized substances may be present. Heavy equipment may be operated and electrical circuits may be live. Every person enters the auction site at his or her own risk with notice of the condition of the premises and the activities that will be or have been conducted on the premises. No person shall have any claim against A&A, the seller or their respective agents for any injuries sustained or for damages to or loss of property that may occur at the auction site.

23. If the Buyer fails to comply with any of the Terms, A&A shall have all rights and remedies available to it at law and in equity. Without limiting the generality of the foregoing, A&A may retain all deposits and partial payments received from Buyer and may resell any Goods that Buyer fails to purchase. Buyer shall be responsible for all costs, losses, and damages suffered by A&A (i) as a result of Buyer's breach of any of the Terms, including without limitation, lost profits and consequential damages, and (ii) incurred in connection with the enforcement of A&As' rights, including, without limitation, legal fees and costs and expenses related to the resale of Goods, including storage and rigging fees.