TERMS OF SALE

1.         LiquiTec reserves the right, at any time, within its sole discretion and without prior notice or liability to any person, to: (a) withdraw or cancel the sale of any or all Assets prior to accepting a bid for such Asset or Assets; (b) refuse to issue a bidder’s number to any person; (c) revoke the privilege of bidding to any person at this or any future sale (auction or otherwise); (d) refuse or reject any bid which it deems to be not made in good faith or an insignificant advance over the preceding bid; (e) refuse or reject any bid from any disqualified bidder; (f) offer any Assets in groups or in bulk; or; (g) impose any other conditions announced at the time of sale.

2.         Neither the Client nor any agent of the Client shall bid on any Asset.

3.         A Buyer is deemed to have accepted the Asset once the Buyer makes a bid. LiquiTec shall accept the highest bid and the highest bidder shall be the Buyer. Once a bid is accepted, the Buyer may not retract the bid. All sales are final once a successful bid is accepted.

4.         Any dispute arising as to any bidding shall be settled by LiquiTec at LiquiTec’s sole discretion, and LiquiTec may, immediately, put Assets in dispute up for sale again.

5.         Buyer’s Premium of 13.5% from the Buyers will be charged on all purchases and shall be payable by the Buyer in full together with the full purchase price.

6.         LiquiTec will, at its sole discretion, collect from Buyers a non-refundable 25% deposit toward the purchase price and Buyer’s Premium (and Webcast fee, if applicable) immediately following acceptance of the successful bid or at any time deemed appropriate by LiquiTec.

7.         THE ENTIRITY OF THE PURCHASE PRICE AND BUYER’S PREMIUM (AND WEBCAST FEE, IF APPLICABLE) SHALL BE PAID IN FULL ON THE DAY OF THE SALE OR WITHIN ONE (1) BUSINESS DAY AFTER THE BID IS ACCEPTED.  IF BIDDER DOES NOT HAVE IMMEDIATE ACCESS TO FUNDS OR REQUIRES ADDITIONAL TIME TO SECURE FINANCING, HE/SHE SHOULD NOT BID.  No physical work at the any Sale Site(s), including but not limited to the removal of the Assets purchased, may occur before LiquiTec has received payment in full plus any Buyer’s Premium (and Webcast fee, if applicable).

8.         Interest at the lesser rate of 24% per annum or the maximum rate permitted by applicable law will be paid by the Buyer on overdue amounts, together with any legal or collection costs incurred by LiquiTec.

9.         All payments must be made by MasterCard, Visa, or wire transfer in U.S. currency.

10.       All applicable sales or use taxes and/or statutory value added taxes shall be added to the purchase price of all taxable purchases. Buyers who purchase for resale must file their resale permit number in order to avoid paying the sales tax applicable at the Sale Site.

11.       By registering as a bidder and/or submitting a bid, each Buyer acknowledges that the Buyer has read, agrees to and shall be bound by these Terms of Sale.

12.       Each Buyer acknowledges that prior to the auction all Assets were available for inspection.

13.       All announcements made by LiquiTec on auction day shall take precedence over these written Terms of Sale.

14.       In the event the Buyer fails to pay the full purchase price of any Assets within the prescribed time, or fails to comply with any other Terms of Sale, LiquiTec shall retain a possessory lien on all Assets of the Buyer and have the right to resell such Assets for and on behalf of the Buyer by public or private sale without notice of any kind to the Buyer. Following such public or private sale of the Assets, LiquiTec shall have the right to either: (a) retain the deposit, if any, paid by Buyer and specified on the front of this invoice and also recover its actual damages, if any, resulting from Buyer’s default; or (b) retain the deposit, if any, paid by Buyer and specified on the front of this invoice, as liquidated damages.

15.       Risk of loss shifts to Buyer and transfer of title and possession of all purchased Assets to Buyer will occur at the time of verification of collection of the full purchase price. It shall be the sole responsibility of the Buyer to insure purchased Assets immediately upon transfer of title and possession. LiquiTec, the Client and Secured Party shall not be responsible for any loss or damage to any Assets in transit.

16.       Under no circumstances can Assets be removed during the time the auction is being conducted. All Assets must be removed from the Sale Site within the time announced, and (unless LiquiTec staff agrees in writing to provide loading services to Buyer) all costs, responsibility and risk of such removal shall be borne by the Buyer and, in every case, the Buyer shall use prudence in effecting such removal.

17.       Buyer is responsible for compliance with all applicable government safety standards in connection with the removal and transportation of the Assets and for the actions and safety of all of its own employees or any third party brought onto the Sale Site. Buyer accepts responsibility for any damage to the Sale Site caused or created by the removal of the Assets, including any dismantling, rigging or hot cutting. Buyer is responsible to secure and leave any vents or exhaust stacks protruding through the roof or to properly cap and secure any holes created by removal of the Assets. Buyer is responsible to cut any anchor bolts flush with the concrete. Buyer shall repair any damage caused by removal of the Assets to any part of the Sale Site or any related property.

18.       Buyer will be responsible to disconnect machines at the first junction. All electrical, air, water and hydraulic lines must be closed and capped in a workmanlike manner after removal.

19.       Buyer acknowledges that a Sale Site may be a potentially dangerous place. Flammable, noxious, corrosive and pressurized substances may be present; heavy equipment may be in operation; and electric circuits may be live. Every person at the Sale Site before, during and after the sale shall be deemed to be there at his/her own risk, with notice of possible dangerous conditions. Buyer shall so advise his agents and employees. No person shall have any claim against LiquiTec, their agents, employees or principals for injuries sustained nor for damages to or loss of property which may occur from any cause whatsoever.

20.       Buyer is responsible for the proper handling, transportation and or disposal of all environmentally sensitive materials including, but not limited to paints, solvents, machine lubricants, wash water in the paint system, or other sensitive materials purchased as part of, or stored or used in the Assets at the Sale Site. Buyer will pay all costs associated with spills, improper handling or improper disposal of these materials. Buyer agrees to indemnify LiquiTec, the Client and Secured Party from any and all costs (including LiquiTec’s time billed at normal billing rates) associated with mishandling or disposing of any environmentally sensitive materials.

21.       Buyer and any third party engaged by Buyer to assist in the removal of the Assets must provide a certificate of insurance, including evidence of public liability insurance of at least $3,000,000 and worker's compensation insurance. Buyer agrees to indemnify and hold harmless LiquiTec, the Client and Secured Party against any damage caused by the acts of the Buyer and/or agents of the Buyer in connection with the dismantling or removal of the Assets.

22.       In the event that Buyer is unable to timely remove all purchased Assets from the Sale Site, Buyer shall be solely responsible for making any independent arrangements with Client or Client’s landlord and for paying any additional costs (including LiquiTec’s time billed at normal billing rates) due to such delay.

23.       If for any reason the Buyer fails to remove any Assets within the time specified, the Assets shall be deemed abandoned, and LiquiTec, at its sole discretion, may resell the Assets per the terms above, or remove and store the Assets at Buyer's sole risk and expense. In addition, Buyer shall be liable for any rent incurred or damages suffered by LiquiTec because of Buyer's failure to remove any Assets. Client and LiquiTec will not be responsible for items that are not removed within the time period allowed.

24.       No sale shall be invalidated by reason of any defect or inaccuracy in any of the Assets or their being incorrectly described in any catalog, on www.liquitec.net, assetsales.liquitec.net, auctionflex.com or bidspotter.com, or elsewhere, and no liability shall be borne by LiquiTec with respect to any such fault or errors. While descriptions are believed to be accurate, LiquiTec, the Client and Secured Party make no warranties or guarantees expressed or implied, as to the genuineness, authenticity of, or defect in any Assets and will not be held responsible for any advertising discrepancies. The descriptions contained in any catalog and information posted on www.liquitec.net, assetsales.liquitec.net, auctionflex.com or bidspotter.com has been prepared only as a guide based on information from sources generally believed to be reliable and from the Client, but the accuracy thereof cannot be guaranteed or warranted by LiquiTec. Bidder acknowledges responsibility to inspect all Assets and make independent inquiries.

25.       BUYER ACKNOWLEDGES THAT PRIOR TO BIDDING, A FULL INSPECTION WAS MADE OF THE PURCHASED ASSETS, THAT ALL STEPS NECESSARY TO INDEPENDENTLY SATISFY HIMSELF OR HERSELF REGARDING ANY CONDITION OR ASPECT OF ANY ASSET HAVE BEEN TAKEN, AND THAT BUYER IS NOT RELYING ON LIQUITEC NOR IS LIQUITEC LIABLE FOR ANY SUCH MATTER. BUYER FURTHER ACKNOWLEDGES THAT THERE ARE NO GUARANTEES OR WARRANTIES, EXPRESSED OR IMPLIED, STATUTORY OR OTHERWISE, OF ANY NATURE WHATSOEVER MADE WITH RESPECT TO ANY ASSET. EACH AND EVERY ASSET IS SOLD "AS IS, WHERE IS." SPECIFICALLY, BUT NOT TO RESTRICT THE GENERALITY OF THE FOREGOING, LIQUITEC MAKES NO REPRESENTATION OR WARRANTY AS TO THE CONDITION AND/OR OPERABILITY OF ANY ASSET OR THAT ANY ASSET:

     A)         CONFORMS TO ANY SAFETY OF POLLUTION STANDARD OR TO ANY STANDARD OR REQUIREMENT OF ANY APPLICABLE AUTHORITY, LAW, OR REGULATION, OR

     B)         IS FIT FOR ANY PARTICULAR PURPOSE, OR

     C)         IS MERCHANTABLE OR FINANCEABLE, OR

     D)         IS OF ANY PARTICULAR AGE, YEAR OF MANUFACTURE, MODEL, MAKE OR CONDITION.

26.       BUYER ACCEPTS THE ASSETS PURCHASED SUBJECT TO ALL TERMS OF SALE. BUYER DOES HEREBY WAIVE, RELEASE AND DISCHARGE ALL CLAIMS OF ANY KIND OR NATURE AGAINST LIQUITEC, ITS AGENTS AND EMPLOYEES FOR ANY DAMAGES OR INJURIES RESULTING FROM THE PURCHASE, POSSESSION OR USE OF THE PURCHASED ASSETS, OR CLAIMS FOR PROXIMATE OR CONSEQUENTIAL DAMAGES ARISING THEREFROM.

27.       If, for any reason whatsoever, LiquiTec is unable to make any purchased Asset(s) available to Buyer or otherwise effect delivery of any Asset(s) with clear title to the same, or any necessary documentation required in respect of any Asset(s), whether before or after delivery of such Asset(s), LiquiTec’s sole liability shall be to return to Buyer any monies paid by Buyer for such Asset(s), upon return (if applicable) of the Asset(s) by Buyer.

28.       If any shortages exist on estimated counts, an adjustment to the purchase price will be made only if the claim is made at the time of the removal. No adjustment will be allowed after any Assets are removed from the Sale Site.

29.       All necessary transfer documents, product manuals or other written information pertaining to the Assets will, if available, be delivered immediately to the Buyer at the time of verification of collection of purchase price of all Assets or will otherwise be mailed to Buyer if subsequently made available to LiquiTec. Availability of these documents is subject to provision of the same by the Client. Documents provided will be prepared to be effective only in the state in which the Sale Site is located.

30.       LiquiTec reserves the right to change any auction's ending time.

31.       These Terms of Sale may not be amended except by agreement in writing signed by LiquiTec and the respective Buyer, or by any special announcements made at the time of the sale.

32.       In addition to these Terms of Sale, Buyer agrees to the Terms and Conditions that govern the use of LiquiTec Services as defined on LiquiTec's website at www.liquitec.net, assetsales.liquitec.net, auctionflex.com or bidspotter.com, and those additional terms posted and announced at the time of sale and included with any catalog or other written information provided to all bidders at the Sale Site.

33.       If any provision of these Terms of Sale is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision shall be enforced to the maximum extent permissible so as to affect the intent of this Agreement, and the remainder of this Agreement shall continue in full force and effect.

34.       These Terms of Sale shall be interpreted and enforced under Wisconsin law regardless of the location of the Sale Site.