https://www.thebranfordgroup.com/bidspotter/020912

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 Branford Auctions,
LLC ("TBG") or in a transaction (a "Transaction") in which TBG serves as broker,
agent, liquidator or auctioneer for any third party owner. The Terms apply to
all Transactions, including without limitation, public auctions conducted by
TBG and direct purchases by Buyer of any item either before, after or
independent of any public auction. By using or accessing any and all TBG
Services and or Websites you agree your have read and understand the Terms
and Conditions stated herein and are bound to these Terms and Conditions.
You may not use or access any and all TBG Services if you do not agree to the
Terms and Conditions stated herein. If you do not understand any or all the
Terms and Conditions herein please contact TBG at 203-488-7020 for
further assistance.

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 TBG nor the consignor
makes any warranties or representations of any kind or nature with respect to
the property or it`s 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 it`s 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 TBG 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 and
must be of legal capacity to enter into this agreement. All bidders must
provide their name, company (if applicable), mailing address and phone
number prior to the auction. By registering you represent and warrant any and
all Buyer Information is accurate and complete. It is solely the Buyers
responsibility to maintain current Buyer Information for completeness and
accuracy. TBG reserves the right to deny and or terminate Registrations at
any time at its sole discretion without notification. TBG reserves the right to
deny usage and access of TBG Services and Websites at any time without
notice or liability to any persons or third parties. When applicable, Electronic
bidders are required to provide a valid email address and Visa or Mastercard
number. At its discretion, TBG may charge a registration fee for Electronic
bidding. This fee will be clearly displayed during the registration process. THE
BIDDER AUTHORIZES TBG TO CHARGE LIQUIDATED DAMAGES TO THE CREDIT
CARD LEFT ON FILE DURING THE REGISTRATION PROCESS. (See section 9
"Default" below.)

3. Deposits. TBG 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 can be in the form of
cash, a cashiers check, or business check with a bank letter of guarantee. For
Electronic bidders, at its discretion, TBG may contact bidders via email or
telephone before or during the sale to provide a bank letter of guarantee or
wire transfer as a deposit. If TBG does not receive a response from its
attempts to contact Buyer or if the Buyer does not provide a deposit, TBG
reserves the right to refuse or cancel Buyer`s bids and re-sell Goods.

4. Invoices & Payment Instructions. For Onsite and Webcast auctions, 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. Detailed payment instructions for each sale are
available in the printed lot catalog at the sale location on the day of the sale.
Electronic bidders will be sent detailed payment instructions via email along
with their invoice.

5. Payments. TBG 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 in cash, cashier`s or certified check,
federal wire transfer of immediately available funds or a corporate check
accompanied with a bank letter of guarantee, and all of the foregoing must be
in form, scope and substance acceptable to TBG. Credit cards are accepted for
payment, Electronic bidding registration and for Liquidated Damages in the
event of a default. If paying by credit card, the exchange rate for sales
conducted in foreign currencies will be posted the day of the sale and will be
based upon the current currency conversion rates. Without limiting TBG`s
discretion, no corporate checks without a bank guarantee 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 TBG in collected funds.

6. Taxes. Buyer must also pay to TBG 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 TBG with a sales
tax exemption certificate acceptable in form, scope and substance to TBG in
TBG`S sole discretion.

7. Buyer`s Premium. TBG 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. For Onsite auctions, TBG
shall charge and collect from each successful bidder a 18% buyer?s premium
For Onsite Bidders: a discounted 15% BP is applicable to this sale for onsite
bidders paying via Cash, Cashiers Check, Company Check or Wire Transfer, or
18% for onsite bidders paying via credit card (Example: an onsite buyer paying
cash instrument on a purchase price of $100, the total with BP is $115. while
an onsite buyer paying Credit card on a purchase price of $100, the total with
BP is $118).
For Webcast bidders: a discounted 18% BP paying via Cash, Cashiers Check,
Company Check or Wire Transfer or 21% for web buyers paying via Credit
Card. (Example: a Web buyer paying cash instrument on a purchase price of
$100, the total with BP is $118. while a web buyer paying Credit card on a
purchase price of $100, the total with BP is $121)..

8. Removal. (1) Buyers or their Agents must remove all Goods purchased
before the final removal date and time announced by TBG at the auction (the
"Removal Date"). (2) No Goods shall be removed until the full purchase price
and all applicable taxes thereon have been received by TBG in the form
required herein. Any Goods not removed on or before the Removal Date shall
be subject to storage charges that TBG may in its discretion impose. ANY
ITEMS NOT REMOVED ON OR BEFORE THE REMOVAL DATE SHALL BE DEEMED
ABANDONED AND TBG 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. TBG does not pack, ship, store, crate or rig items. Buyers
may either pick up Goods at the designated auction site personally or can
contract with a third party agent to manage the removal process for them.
Before Goods can be removed by an Agent, Agent must provide TBG with (1)
proof of payment in full (Paid In Full Invoice) and (2) an "Agent Release
Authorization" form which allows The Branford Group to release items to a
third party contractor for shipping, crating or packing purposes.

8B. Goods weighing more than 100 pounds must be removed by a qualified,
insured rigger. Before any removal, Buyer must provide TBG with a certificate
of insurance from the rigger, which certificate must be in form, scope and
content acceptable to TBG in TBG`S sole discretion. Without limiting TBG`S
discretion, such certificate must show that the rigger carries comprehensive
liability insurance written by an insurance carrier of national standing and in
an amount of not less than two million dollars ($2,000,000.00). Without
limiting the generality of the foregoing, Buyer shall restore and repair all real
and personal property that is altered or damaged as a result of Buyer`s
removal of the Goods. TBG shall have no responsibility to disconnect utilities
to the sold asset, including electric, gas, waste and water lines. Buyer is solely
responsible to properly remove and store in appropriate containers all fluids,
oils, hazardous chemicals, etc., from machinery purchased. Buyer does hereby
indemnify TBG, the owner of the Goods and the owner of the premises in
which the Goods are located, from any and all claims, damages, and losses
arising from Buyer`s actions or actions with respect to the Goods and Buyer`s
presence on the premises in which the Goods are located, including without
limitation, injuries to persons or property and environmental violations or
contamination. Risk of loss on any Goods shall pass to the Buyer upon
payment in full to TBG of all sums due from Buyer in respect to the Goods.

8C. Small Lot Removal. TBG shall have no responsibility whatsoever for any
missing or lost items that can be removed by hand if such items have not
been removed within forty-eight (48) hours of the conclusion of the sale.
There will be NO removal of any lots until the auction is complete.

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. TBG 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 TBG HAS NOT
RECEIVED PAYMENT FOR WINNING BIDS WITHIN 24 HOURS OF THE FINAL
PAYMENT DATE, THE BIDDER AUTHORIZES TBG TO CHARGE LIQUIDATED
DAMAGES TO THE CREDIT CARD LEFT ON FILE DURING THE REGISTRATION
PROCESS.

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 TBG TO CHARGE
LIQUIDATED DAMAGES TO THE CREDIT CARD LEFT ON FILE DURING THE
REGISTRATION PROCESS.

10. After Buyer has removed any item from TBG`S possession, TBG 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 TBG before any
item is removed from the premises where the auction is conducted.

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

12. If for any reason TBG is unable to deliver any Goods purchased by Buyer,
TBG`S sole liability shall be to return all sums paid by Buyer to TBG in respect
of such Goods.

13. Minimum or Reserve Prices. TBG, 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. TBG
reserves the right to confirm or reject the final bid. Further, The Branford
Group, and/or its affiliates or subsidiaries, may bid at the auction either for
its own account or on behalf of a third party.

14. Absentee Bids. By completing an "Absentee (Proxy) Bidder Form," Bidders
may appoint TBG to be an agent and proxy for the sole purpose of purchasing
the items listed when the Bidder CANNOT bid on the day of the sale. ALL BIDS
ARE FINAL AND BINDING and DO NOT include any applicable buyer`s
premiums and sales taxes. TBG will bid up to the specified maximum bid
amount to win the item, using only the amount needed to win the item. TBG
has complete discretion whether and when to accept Proxy bids. The
auctioneer`s announcements at the time the lot is sold take precedence on
any and all published materials. Proxy bidders will be notified only if they
have been declared the high bid. Notification will take place in the form of an
electronic invoice which will be sent to the email address provided during
registration.

15. TBG, in its sole discretion, reserves the right to refuse the bid of any
person without providing any notice or reason therefore. TBG reserves the
right to deny the usage and access by any person or third party of any and all
TBG Services and Websites without notification.

16. TBG, in its sole discretion, shall control all bidding increments and
advances at any auction. The Branford Group 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 The Branford
Group believes was made illegally or in bad faith. In the event of a dispute
among bidders, The Branford Group 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. TBG 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, TBG 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 TBG 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, TBG 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. TBG reserves the right to amend any and all of the Terms and
Agreements stated herein at any time without notification at TBG?s sole
discretion. It is the Buyers responsibility to read and review the Terms and
Conditions for each sale. TBG provides the Terms and Conditions through its
Websites and in printed form at on-site auctions.

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

21. Buyers agree to comply will all US export control and related laws, and
acknowledge that TBG 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.
TBG 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 TBG, 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, TBG shall have all rights
and remedies available to it at law and in equity. Without limiting the
generality of the foregoing, TBG 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 TBG
(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 TBGS` rights, including, without limitation,
legal fees and costs and expenses related to the resale of Goods, including
storage and rigging fees.

24. The following is specific to the access and usage of TBG Websites
including and not limited to any and all features and applications:
a. Each Registrant will specify a unique User Name and Password and it is
solely the responsibility of the Registrant to maintain the confidentiality of
this User Name and Password.
b. Registrants are solely responsible for any and all transactions or
transmissions using their User Name and Password
c. TBG is not responsible for any and all unauthorized or compromised
usage of the Registrant?s User Name and Password. Registrants are
responsible for contacting TBG in writing for any and all unauthorized usage
of their User Name and Password.
d. Registrants agree they will not:
i. Disrupt, interfere or create outages to computer networks that directly or
indirectly affect TBG Websites.
ii. Falsely misrepresent or impersonate any other person or entity.
Registrants are forbidden from misrepresenting a Registrant?s employment by
or affiliation with any third party.
iii. Registrants are forbidden from posting, uploading, transmitting,
publishing or distributing any and all information that contains viruses, code,
files or programs with the malicious intent of affecting TBG Websites.
iv. Registrants agree they will not copy, modify, reproduce, distribute or sell
any information or material provided through TBG Websites with the intent of
commercially TBG Services and Websites.
e. TBG is not responsible for any and all products, content, information or
material provided by links to or statements regarding third party services.
This includes but not limited to riggers, shippers, partners and any third party
services listed.
f. Registrants agree TBG and its affiliates, including partners, officers,
directors, employees, agents, shareholders or co-branders, are not
responsible for any and all damages, actual or alleged, resulting from the
downloading of any information or materials from TBG Websites.

25. Buyers agree they will not participate in any bidding practices with the
intent of manipulating the bidding. Any and all forms of collusion between
Buyers is forbidden. Buyers agree they will not place bids under false names
or Buyer Information.

26. TBG reserves the right to withdraw or sell any assets contained in an
auction prior to or proceeding the stated auction period without notification.
TBG reserves the right to temporarily or permanently end an auction prior to
or during the stated auction period at is sole discretion without notification.
TBG, in its sole discretion, reserves the right to extend the stated auction
period without notification.

27. Buyers agree they will defend, indemnify and hold harmless TBG,
including its affiliates, directors, officers, employees, agents, shareholders,
co-branders, or partners, from and against any and all claim, loss, damage,
liabilities, judgments, fees and expenses incurred by TBG, including its
affiliates, directors, officers, employees, agents, shareholders, co-branders,
or partners, through the use of TBG Services and Websites.