Fitzpatrick Model D6 Comminuting Mill

ONLINE AUCTION TERMS & CONDITIONS

Welcome to the American Process and Packaging Parts Inc. online auction platform.  The

following terms and conditions are binding and apply to all online auctions:

1)     American Process and Packaging Parts Inc.  sells everything "AS IS" and "WHERE IS"

without any representation or warranty whatsoever, as to quality, condition,

mileage, OSHA safety equipment, description, merchantability or fitness for any

particular purpose.

2)     Registration and Eligibility.  The Services and the Website are only

available to persons with the legal capacity to enter into this Agreement.  American

Process and Packaging Parts Inc.  may, at its sole discretion, refuse to accept a person's

(or entity's) registration, and may, at any time after accepting registration,

refuse to permit a person's (or entity's) continuing use of the Services and the

Website for any reason.

3)     Payment and Asset removal.  Each successful Buyer agrees to pay a 10% deposit

toward the purchase price which is due and payable immediately following the

successful bid and authorizes American Process and Packaging Parts Inc.  to charge Buyer's

credit card for the amount of such deposit.  If a Buyer fails to make a timely

deposit, the assets in question may be resold without notice.  Full payment of the

purchase price is due at the earlier of (i) 48 hours after the Buyer has received an

invoice, or (ii) the close of the third business day after the subject auction. 

Without limiting the foregoing, full payment is due prior to the removal or shipment

of purchased assets.  In the event that the Buyer fails to pay the entire purchase

price (in addition to the buyer's premium and any applicable tax) within the time

specified by American Process and Packaging Parts Inc.  or otherwise fails to comply with

these Terms and Conditions, American Process and Packaging Parts Inc.  will retain the

Buyer's deposit as liquidated damages without notice.  In addition, American Process

and Packaging Parts Inc.  reserves the right to resell such items without notice, and the

defaulting Buyer shall be liable to American Process and Packaging Parts Inc. for any

resulting deficiency, including any and all costs incurred in storing and reselling

such assets.  American Process and Packaging Parts Inc.  will announce the removal, or

"check-out" period on the day of the auction.  American Process and Packaging Parts Inc. 

shall have no responsibility with respect to disconnecting utilities to the sold

asset, including electric, gas, waste, and water lines.  It is the Buyer's sole

responsibility to arrange through American Process and Packaging Parts Inc.  or on their

own , payment for rigging and shipment of purchased.  Removal shall be conducted

responsibly and with due care for the premises. The Buyer shall restore and repair

all real and personal property that is altered or damaged as a result of the removal

of purchased items.  If the Buyer does not remove an item within the announced

check-out period, the Buyer will be deemed to have abandoned the item and the Buyer

will have no further rights with respect to the item.  No claims of any kind shall

be allowed after assets have been removed by the Buyer.

4)     Buyer's Premium.  American Process and Packaging Inc., in its discretion,

charge a Buyer's Premium or other service charge on assets sold.  All such charges

will be indicated in the relevant auction brochure, or asset detail page, or clearly

marked area of the Website.  American Process and Packaging Parts Inc. shall charge and

collect from each successful bidder a 18% Buyer's Premium for each sale at the

auction, in addition to the purchase price at bid.  Purchasers who pay in the form

of cash, bank draft, or wire transfer, shall receive a discount from the Buyer's

Premium equal to 3% of the purchase price.  Invoices paid by credit card or company

check will pay the 18% Buyer's Premium.

5)     Withdrawal of Auction/Auction Assets.  Buyer acknowledges and agrees that

assets in an auction may be withdrawn or sold prior to the end of the designated

auction period, that the auction may be discontinued, either temporarily or

permanently, and that the auction may, at American Process and Packaging Parts Inc's sole

discretion, be modified, all without notice to the Buyer.  Generally, offered assets

shall be sold to the highest bidder; provided, however, that some assets may be

auctioned with minimum reserve prices, and/or subject to American Process and

Packaging Parts Inc's right of confirmation.  American Process and Packaging Parts Inc. 

reserves the right to reject any bid that is only a minimal increase over the

proceeding bid, that is not commensurate with the value of the item being offered or

that American Process and Packaging Parts Inc. believe was made illegally or in bad faith. 

Further, American Process and Packaging Parts Inc. and/or its affiliates or subsidiaries,

may bid at the auction either for its own account or on behalf of a third party. 

Any such proxy bids made by American Process and Packaging Parts Inc.  shall be considered

bids of the third party and not American Process and Packaging Parts Inc.

6)     Taxes.  Unless otherwise agreed in writing, Buyer acknowledges and agrees

that American Process and Packaging Parts Inc. is not responsible for the calculation of

any taxes or the reporting or remittance of any taxes to any taxing authority, with

the possible exception of sales taxes.  Buyer expressly agrees and warrants that it

shall comply with any an all applicable laws and regulations, including without

limitation, those with respect to taxes.  Buyer agrees to defend, indemnify, and

hold harmless American Process and Packaging Parts Inc. from and against any and all

damages, penalties, costs, and expenses incurred by or imposed upon American Process

and Packaging Parts Inc.resulting from any failure by Buyer to comply with applicable tax

laws.

7)     No Relationship.  Buyer and American Process and Packaging Parts Inc. are

independent contractors.  Neither party is an agent, representative, broker,

employee, partner or joint venture or the other party.  This agreement shall not be

interpreted or construed to create an association, joint venture, agency, franchise,

or partnership between the parties or to impose any partnership obligation or

liability upon either party.

8)     Limitation of Liability.  In no event shall American Process and Packaging

Inc. be liable for any damages that are directly or indirectly related to the use

of, or inability to use, the services, the website, or the content, materials, and

functions related thereto, including without limitation, special, indirect,

incidental, consequential, or punitive damages, loss of revenue, or anticipated

profits, or lost business, lost goodwill, or lost sales, even if such parts shall

have been informed of the possibility of such damages or could have foreseen such

damages.  In no event shall the total liability of American Process and Packaging Parts

Inc. to a Buyer for all damages, losses, claims, and causes of action (whether on

contract or tort, including, but not limited to, negligence or otherwise) arising

from this agreement or the use of the Services or the Website exceed, in the

aggregate, one hundred US dollars ($100.00), or, in the case of an asset purchase,

the return of the amount actually paid for the asset in question.

      The foregoing limitation shall apply and survive notwithstanding any failure

of essential purpose of any remedy.

9)     All potential Buyers must register at www.bidspotter.com prior to the auction

and may be required to provide a valid driver's license and/or credit card. American

Process and Packaging Parts Inc. may, in its sole discretion, deny registration to any

person or entity.

10)  All assets in the auction shall be sold to the highest bidder; provided,

however, that some assets may be auctioned with minimum reserve prices, and/or

subject to American Process and Packaging Parts Inc. right of confirmation. American

Process and Packaging Inc. 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 American Process and Packaging Parts Inc. believes was made

illegally or in bad faith. Further, American Process and Packaging Parts Inc., and/or its

affiliates or subsidiaries, may bid at the auction either for its own account or on

behalf of a third party. In the event of a dispute among Buyers, American Process

and Packaging Parts Inc. may, in its sole discretion, either accept what it deems to be

the final bid or solicit further bids on the item in dispute. All sales are final.

No returns or refunds will be permitted, unless authorized by the American Process

and Packaging Parts Inc. in writing.

11)  In the event of any dispute concerning the winning bid price for an asset, the

record kept by American Process and Packaging Parts Inc. shall supersede any claims by

Buyers.

12)  Buyers may choose to examine or inspect items prior to the day of the auction.

ALL ITEMS ARE SOLD AS IS, WHERE IS AND WITH ALL FAULTS. AMERICAN PROCESS AND

PACKAGING PARTS INC. MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO THE NATURE, QUALITY,

VALUE OR CONDITION OF ANY ASSET. KEITH MACHINERY EXPRESSLY DISCLAIMS ANY WARRANTY OF

MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. Assets are

intended to be sold without software, if any is applicable. In the event that

software is included in an asset sale, notwithstanding the disclaimers set forth

above, American Process and Packaging Parts Inc. makes no representations or warranties

regarding the Buyer's right to use such software, as to the performance of the

software, its non-infringement or otherwise. In such circumstances, American Process

and Packaging Parts Inc. recommends that Buyer contact the software manufacturer directly

to resolve any such issues.  The BUYER understands it is purchasing used goods in

"as is, where is" condition.

13)  Collection of applicable taxes will be in accordance with the laws of the state

or province where the purchased asset is located.  Furthermore, the BUYER /

PURCHASER is responsible for all applicable taxes required by law.

14)  American Process and Packaging Parts Inc. accepts the following methods of payment:

cash, VISA, MasterCard, American Express (If paid by credit card (Paypal),(some conditions

may apply), e-transfer, and wire transfer made payable to American Process and

Packaging Inc. Corp. American Process and Packaging Parts Inc. also will accept a company check

which must clear our bank prior to scheduling pick up of assets.

15)  By participating in an auction, each Buyer represents, warrants and covenants

that (i) it shall not misrepresent its ability to close the transaction pursuant to

the terms and conditions of sale, (ii) it has the capacity to close the transaction,

(iii) it has actual authority to enter a bid, and to enter into an agreement to

purchase the item, and (iv) any bid it makes on an item constitutes an irrevocable

offer to buy the item for the full amount of the bid.

16)  American Process and Packaging Inc. may, in its discretion, offer the assets

for sale by the piece or by the lot. In addition, American Process and Packaging Parts

Inc. may augment this auction with assets from various sellers. American Process and

Packaging Parts Inc. has the right to remove assets from the auction either before or

after bidding has completed. In the event of a removal after bidding has been

completed, the Buyer's sole remedy shall be the refund of any purchase price

actually paid.

17)  American Process and Packaging Parts Inc. shall not be liable for any damages of any

type or nature (whether in contract, tort or otherwise) sustained or claimed by any

Buyer or any other person or entity in connection with the auction. Without limiting

the foregoing, in no event shall American Process and Packaging Parts Inc's. liability to

any Buyer for any act or omission occurring in connection with the auction exceed

the amount that such Buyer has actually paid to American Process and Packaging Parts Inc.

as a deposit or as payment for a purchased item.

18)  Check out for the online sale, will require removal of all assets prior to

December 21, 2018.  Assets must be paid in full prior to removal.  Buyers must use the

approved warehouse rigger to move and load items other than "carry out" assets.  All

removal by scheduled appointment between ONLY 9am - 4pm weekdays only. It is the

Buyer's obligation to contact the authorized rigger to schedule appointment and to

pay for removal services as needed.

19)  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. Buyers shall

so advise their agents and employees. No person shall have any claim against

American Process and Packaging Inc, or their respective agents or employees for any

injuries sustained or for damages to or loss of property that may occur at the

auction site.

20)  It is the Buyer's sole responsibility to meet all governmental safety and

environmental standards in removing, shipping and using purchased items. Certain of

the items for sale may contain "hazardous substances," as that term is defined under

federal, state or local environment laws and regulations. American Process and

Packaging Parts Inc. has no duty to remove any hazardous substances that are contained in

or are a part of any item. Buyers agree to defend (by counsel satisfactory to

American Process and Packaging Inc) and indemnify American Process and Packaging and

hold American Process and Packaging Parts Inc. harmless from and against any claim, demand,

cause of action, liability or expense (including attorneys' fees and costs) asserted

against or incurred by American Process and Packaging Parts Inc. in connection with the

sale, removal, shipment or use of any purchased items.

21)  Buyers of certain assets (tablets presses and capsule fillers) will be required

by American Process and Packaging Parts Inc.to fill out additional paperwork, before these

items can be shipped. Buyer's of these assets understand and acknowledge assets will

be reused only for legal and ethical purposes.

22)  GOVERNING LAW: This agreement shall be governed by and shall be construed

according to the laws of the Province of Ontario.  All actions, legal or other,

instituted by both parties under this Agreement must be filed in a Federal or

Province court located in MarkhamOntario.  Both parties submit to the exclusive

jurisdiction of all MarkhamOntario courts.