(QTY 4) PN 225-4118, CATERPILLAR, FILTER-OIL (ULTRA HIGH EFFICIENCY); FOR LOADER; CAT; 966H; UNIT

*All bid prices include preparation & loading to FOB on buyers’ transport by mine employees.

On-line Auction Terms of Sale

Coeur Silvertip Mine

Contact Details:

Matt Ardiel: (604) 530-9351 or mtardiel@tradewestsales.com
Ken Ardiel: (604) 530-9351 or kardiel@tradewestsales.com

Auction Closing:         Lots start closing on Tuesday, September 29, 2020 at 10:00 am

Preview Day:               Tuesday, September 22, 2020.

1. 1.      Introduction:  These Terms of Sale (the “Terms”) constitute a binding agreement among Coeur Silvertip Holdings Ltd., being the seller of the property being sold in this auction (the “Seller”), Tradewest Asset Solutions Inc., being the auctioneer and sales agent appointed by the Seller (the “Auctioneer”), and any person who registers to participate in this auction (a “Bidder”).  An “Item” refers to an item being offered for sale in this auction.

1. 2.      Preview:  All Items are currently situated at the Silvertip Mine, which is located in northern British Columbia down a mine access road that begins at KM 1084 of the Alaska Highway in the Yukon (the “Mine Site”).  Bidders wishing to visit the Mine Site on the preview day indicated above must be pre-approved by the Seller, no later than two days prior to the preview day. All visits must be arranged through the Auctioneer, who will coordinate the approval process.  Access to the Mine Site will be at each visitor’s own risk, and is subject to complying with the Seller’s rules for accessing the Mine Site and conduct while at the Mine Site (including undergoing COVID-19 screening in accordance with BC Centre for Disease Control guidelines).  Each person in a visiting party must complete all forms provided by the Seller and complete the Seller’s safety training and orientation.  See further Section 10 below.

1. 3.      All Sales AS IS, WHERE IS and FINAL:  Bidders are encouraged to inspect the Items they are interested in bidding on at the preview, as all Items are sold “AS IS, WHERE IS” with all faults.  To the fullest extent permitted by applicable law, no warranty, representation or guarantee of any kind, written or oral, expressed or implied, statutory, or otherwise, is made or given with respect to any of the Items by the Seller, the Auctioneer or any other person. This includes, without limitation, warranties of condition, quality, merchantability, fitness for a particular purpose and non-infringement, all of which are expressly disclaimed by the Seller and the Auctioneer.  Ant statements, descriptions, photographs or other information of any kind concerning an Item that is provided by or on behalf of the Auctioneer or the Seller, including without limitation in or on any catalogue, website, marketing material, bill of sale, invoice or elsewhere, will not be deemed to be representations, warranties or guarantees of any kind with respect to any Item.  The Auctioneer and the Seller, and any person acting on their behalf, will not be held responsible or liable for any discrepancies or inaccuracies of verbal or written descriptions of, or other information concerning, any Items. ALL SALES ARE FINAL.  NO RETURN of sold Items, NO REFUNDS, and NO EXCHANGES will be permitted.

1. 4.      Auction Rules: 

(a)    Auctioneer Discretion:  Notwithstanding anything else in these Terms, the Auctioneer has the right, in its absolute discretion and without prior notice, to refuse registration to any applicant, to revoke such registration at any time, and to determine the conduct of any auction or sale, including, without limitation, to advance the bidding, to accept or reject any bid offered, to withdraw any Items at any time prior to accepting the winning bid for such Items (and to reoffer and resell any such Items), and to resolve any dispute in connection with any sales. In any such case, the judgment of the Auctioneer is final, and will be binding upon all Bidders.  The Auctioneer may also break down or consolidate any lot or lots of Items at its sole discretion.

(b)    Bids:  A bid constitutes a legally binding offer by a Bidder to purchase the applicable Item(s) for the Purchase Price (as defined in Section 5 below), and on the other terms and conditions set out herein, if the bid is accepted by the Auctioneer. All bids are irrevocable.

(c)    Bid Acceptance / Sale:  Each Item will be purchased by and sold to (on the terms and conditions set out herein) the Bidder who is acknowledged in writing by the Auctioneer to have bid the highest price for such Item (which acknowledgement may come in the form of an invoice from the Auctioneer), after the auction has ended and the Auctioneer has completed bid verification.  This successful Bidder is referred to herein as the “Buyer” with respect to the Item(s) for which the Auctioneer accepted their bid(s).

1. 5.      Deposit, Price and Payment:

(a)    Deposit: To be eligible to participate in the auction, Bidders must make a deposit with the Auctioneer in the amount of 25% of their expected total spend, with a minimum deposit of $2,000.  Deposits may only be made by credit card, e-transfer or wire transfer. Deposited funds will be automatically applied to the Purchase Price (as defined below) or will be refunded to the applicable Bidder for unsuccessful bids.

(b)    Purchase Price:  Buyers agrees to pay the following for each Item for which their bid is accepted pursuant to these Terms (collectively, the “Purchase Price”):

• the price for the Item bid by the Buyer and accepted by the Auctioneer pursuant to Section 4 above (the “Bid Price”);
• a fee equal to 18% of the Bid Price (the “Buyer’s Premium”); and
• all applicable sales taxes payable on the Bid Price and the Buyer’s Premium.

(c)    Payment:  Buyers will pay the Purchase Price to the Auctioneer within three days of receipt of Auctioneer’s invoice, by certified funds, wire transfer, direct deposit or etransfer up to $3000.  Invoices up to $5,000 may be also be paid by Mastercard or Visa. For additional deposit and payment information, contact Leah Briner at leah@tradewestsales.com.  Late payments will bear interest at a rate of 1.5% per month.

(d)    All prices and payments will be in Canadian Dollars.

1. 6.      Risk and Title:  All purchases are at the Buyer’s risk, with risk of loss immediately passing to the Buyer upon bid acceptance by the Auctioneer. Title to purchased Items will pass to the Buyer when the Auctioneer has received the Purchased Price in cleared funds and the purchased assets have been removed from the premises by the Buyer’s transport.   

1. 7.      Collection of Items:

(a)    All purchased Items must be collected and removed from the Mine Site by Buyers in a timely manner and in any case no later than November 15, 2020 or such later date approved by the Seller.   Buyers must contact Tradewest to coordinate a date for pick up.  

(b)    Except as set out in paragraph (c) below, Buyers are responsible for arranging and paying for the collection and removal of their purchased Items from the Mine Site, including without limitation, all shipping and transportation costs. 

(c)    The Seller will, at no additional cost to the Buyer and without limiting or varying Section 6 above, prepare and load the purchased Items onto the transport arranged by the Buyer at the Mine Site.   Buyers (and their contractors) are not permitted to carry out work at the Mine Site to prepare and load purchased Items.  Once loaded, the Buyer will fully indemnify the Seller and the Auctioneer for any claims or losses arising from harm or damage to any person or property caused by the transportation or use of their purchased Item(s).

(d)    No Item may be removed from the Mine Site until the Purchase Price has been paid in full for all Items purchased by the given Buyer. 

(e)    If a Buyer does not remove their purchased Item(s) by the date required under these Terms, the Seller may charge the Buyer a storage fee of up to $100 per day, during which time such Item(s) will remain at the Buyer’s risk, and if the Buyer has not removed their purchased Item(s) after 30 days from the date required under these Terms, the Seller may exercise any other remedies available to it under Section 8 below.

1. 8.      Default/Breach by a Buyer:  If a Buyer fails to make timely payment as required under these Terms, or breaches any other obligation under these Terms, the Seller and/or the Auctioneer will be entitled, in their discretion, to singly or concurrently exercise any remedies legally available to them, including, but not limited to, any one or more of the following:

(a)    cancel the sale in full or part and retain the deposit and any other payments made by the Buyer, which the Buyer agrees constitutes reasonable liquidated damages, and not a penalty, in light of the processing and administrative costs incurred by the Seller and the Auctioneer; and

(b)    resell the applicable Item(s) in whatever manner the Seller and Auctioneer see fit, without notice to the Buyer.

1. 9.      LIMITATION AND EXCLUSION OF LIABILITY:  IN NO EVENT WILL THE SELLER OR THE AUCTIONEER BE LIABLE TO ANY BIDDER OR BUYER, OR ANY OTHER PERSON, FOR ANY CONSEQUENTIAL, EXEMPLARY, INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR SIMILAR DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF PROFIT, LOSS OF REVENUE OR LOSS OF USE, WHETHER FORESEEABLE OR UNFORESEEABLE, REGARDLESS OF THE CAUSE OF ACTION ON WHICH THEY ARE BASED, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OCCURRING. WITH RESPECT TO ANY SALE OF AN ITEM, IN NO EVENT WILL THE SELLER OR THE AUCTIONEER BE LIABLE (IN CONTRACT, TORT OR UNDER ANY OTHER LEGAL THEORY) TO THE BUYER FOR ANY MONETARY AMOUNT IN EXCESS OF THE PURCHASE PRICE PAID BY THE BUYER FOR SUCH ITEM TO WHICH THE CLAIM RELATES.

1. 10.   Safety:   While at the Mine Site, Bidders must comply with all applicable laws (including the Health, Safety and Reclamation Code for Mines in British Columbia) and all rules and directions given by Mine Site personnel.  The Silvertip Mine is a “dry site”:  it is prohibited to be intoxicated, or to possess or use alcohol, cannabis, or other intoxicating substances that could cause impairment while on the Mine Site.  Every Bidder or person who uses the Mine Site access road and attends the Mine Site on a Bidder’s behalf does so at his/her own risk, and Bidders will so advise their agents, representatives, employees or contractors who use the Mine Site access road and attend the Mine Site.  No person will have any claim against the Seller, the Auctioneer, or their respective employees, directors, officers or other representatives for any injuries sustained or for damages to or loss of personal property, which may occur from any cause whatsoever while at, or travelling to or from, the Mine Site. 

1. 11.   Entire Agreement; Changes:  These Terms replace and supersede any previous terms of sale regarding this auction and constitute the entire agreement on which the Items will be offered for sale and sold by the Seller and the Auctioneer.  The Seller and the Auctioneer may amend these Terms in their sole discretion at any time prior the closing of the auction by posting notice of the changes or otherwise notifying Bidders.

1. 12.   Other:  If any provision contained in these Terms is held by any court to be invalid, illegal or unenforceable, the invalid/illegal/unenforceable aspect of such provision will be disregarded and the remaining Terms enforced in accordance with the original document and in accordance with applicable law.  The laws of the Province of British Columbia and applicable laws of Canada will govern these Terms and the transactions contemplated by these Terms, without giving effect to the choice of law rules thereof.  Each party irrevocably and unconditionally submits to non-exclusive jurisdiction of the courts in the Province of British Columbia and the appropriate court of appeal from such court.