SCHULZ MDL. MSW-60 15-HP STAGE TANK MOUNTED AIR COMPRESSOR, WITH MANCHESTER 120-GAL. TANK, S/N:

Auctioneers Terms and Conditions

Special Note: Auctioneer does not provide any shipping at this sale, it is the purchasers responsibility to removal all items won, there will be no material handling equipment provided for removal due to insurance regulations. Please contact a 3rd party shipper or machinery mover approved by GE for quotations, local pickup is permitted, anyone using a motorized vehicle or dismantling equipment inside the building must provide a proper insurance certificate named Koster Industries Inc. as additionally insured.

TERMS AND CONDITIONS OF SALE

By attending and/or participating in this sale event, each potential Buyer shall be deemed to have fully read, acknowledged and agreed to be bound by the Terms and Conditions set forth herein and in all attendant documents (collectively, the “Transaction Documents”):

1. BUYER INFORMATION:  Each potential Buyer represents, warrants and certifies that it has provided (i) its full and accurate legal name and business address, and the full and accurate legal name and address of Buyer’s representative(s) attending and/or participating in the sale event of the Property, and (ii) the citizenship status of Buyer and its representative(s) and any foreign interest of Buyer or its representative(s).

1. PROPERTY INFORMATION.  Any available information relating to the Property condition and other information from any available survey and/or inspection report is being provided free of charge by third parties unrelated to any of the Seller Parties.  (Seller Parties shall mean Seller, and its affiliates and their respective officers, directors, employees, agents and representatives.)  Seller Parties have no responsibility and make no representation or warranty of any kind with respect to such Property information, survey and/or inspection report.  Any usage and/or reliance on any such Property information, survey and/or inspection report shall be at Buyer’s sole risk.  Any specifications supplied are preliminary and not provided for the purpose of determining suitability or fitness and are subject to Buyer’s confirmation.

1. GENERAL TERMS OF SALE:  For immediate acceptance, subject to prior sale or other disposition, and change without notice.  Proposals and acceptances of orders by a potential Buyer are made with the mutual understanding that orders are not subject to cancellation.  Sale and delivery date is approximate only, and contingent upon delays or nonperformance occasioned by strikes, accidents, fires, Acts of God, government restrictions (including the denial or cancellation of any export or other necessary license), wars, insurrections and/or any other cause beyond the control of the Seller.

1. RESERVATION OF RIGHTS BY SELLER:  Seller reserves and has the right to (i) accept or refuse any and all bids and offers for any reason, (ii) withdraw from sale any of the Property listed or to sell at any sale property not listed, (iii) group one or more lots into one or more selling lots or to subdivide into two or more selling lots, (iv) whenever the best interest of Seller will be served, to sell all the property listed, in bulk, and (v) add other terms and conditions of sale, such additional terms and conditions to be announced prior to the sale.  Notwithstanding anything to the contrary contained in any of the Transaction Documents, Seller shall not be required to effectuate any sale of Property if prohibited under applicable law, rule, order, or regulation, or if the proposed Buyer or Buyer’s funding source is on any government watchlist, including but not limited to any of the following lists published by the U.S. Government: (a) Department of Commerce Denied Persons List; (b) Department of Commerce Entity List; (c) Department of Treasury Specially Designated Nationals and Blocked Persons List; (d) Department of State Proliferation List; or (e) Department of State Arms Export Control Debarment List.  Nothing herein shall be construed as (i) an approval or commitment of sale by Seller to any person; and all transactions are subject to product availability, final investment and compliance approval by Seller and the execution of the Transaction Documents in form satisfactory to Seller; or (ii) any guarantee or promise of pricing terms or availability thereof which may fluctuate or cease to be available depending on any change in the industry and market conditions; or (iii) constituting the creation of an agency, partnership, joint venture, fiduciary or similar relationship between Seller and any person; (iv) constituting business, financial, tax, accounting or legal advice, and Buyer should consult its own professional advisers for any such advice; or (v) a representation or warranty, express or implied, of any kind by any Seller Party, and Buyer expressly and specifically waives and disclaims and confirms that it has not relied and is not relying on any representation or warranty, express or implied, of any kind by any Seller Party.

1. COMPLIANCE WITH LAWS.  Buyer shall comply with all U.S. export control laws and regulations. The Property sold under the Transaction Documents may be subject to the provisions of Export Administration Act of 1979 and the Export Administration Regulations promulgated thereunder, the Arms Export Control Act and the International Traffic in Arms Regulations, and the sanctions laws administered by the Office of Foreign Assets Control. Buyer acknowledges that these statues and regulations impose restrictions on import, export and transfer to third countries of commodities and related data, and that licenses from the U.S. Department of Commerce or U.S. Department of State may be required before such commodities or data can be transferred, and that such licenses may impose further restrictions on use and further transfer of such commodities and data.  Buyer agrees (i) to notify Seller prior to any transfer of Property (including goods, commodities or data) purchased under the Transaction Documents to any parties outside of the United States, (ii) to provide an end-use certificate and a certification that the Property (including goods, commodities and data)  purchased under the Transaction Documents will not be transferred to any end-user or for any end-use that is prohibited by U. S. law, (iii) to provide proof of any required U. S. Automated Export System (AES) filing prior to export of any Property (including goods, commodities or data) purchased under the Transaction Documents, and (iv) that Seller reserves the right to cancel any sale at any time in the event it determines, in its sole discretion, that any transaction arising out of the Transaction Documents does or may violate applicable U.S. export control or similar laws.

Buyer hereby represents, warrants and certifies to Seller of the following and upon Seller’s request, Buyer shall provide a separate signed certification of the following with respect to each Property that Buyer acquires from Seller: (a) Buyer will comply with United States or any other applicable export laws and regulations for the export, re0export, and/or transfer of the Property; (b) the Property will not be used or sold to a third party for use in nuclear, biological or chemical weapons, or missiles capable of delivering these weapons; and (c) the Property is not intended for use by sanctioned by the United States Government or by a destination subject to a United States comprehensive embargo.

1. BUYER DEPOSIT:  If Seller accepts a potential Buyer’s offer, in consideration of Seller’s agreement to hold the Property available for such Buyer’s purchase for a period of 14 days commencing from the date of Seller’s acceptance of such Buyer’s offer (the “Target Closing Date”), such Buyer agrees to pay Seller within 24 hours of Seller’s acceptance of such Buyer’s offer a non-refundable down payment towards the purchase price in an amount equal to 25% of the offer price accepted by Seller (“Deposit”); and such Buyer agrees with Seller that (i) the Deposit will be credited towards the purchase price if the sale and purchase of the Property between Seller and Buyer is consummated on or before the Target Closing Date and the Deposit will be retained by the Seller if Buyer does not proceed with such transaction by the Target Closing Date; (ii) the Deposit is not refundable and shall be retained by Seller as liquidated damages except in the event that, Seller does not proceed with the sale of the Property to Buyer at no fault of Buyer or otherwise caused by Buyer; (iii) the Deposit will not accrue interest and Seller will have no obligation to pay any interest thereon; and (iv) Seller may commingle the Deposit with its general or other funds, and Seller will not hold any such funds as agent or in trust for Buyer or any other person or in any similar fiduciary capacity.

1. TIME AND MANNER OF PAYMENT:   Each sale shall be contingent upon Buyer’s full compliance with all of the terms and conditions set forth in the Transaction Documents.  Payment of purchase price in full by Buyer to Seller within the time required by Seller is required prior to Buyer’s removal and shipment of the Property.  All payments shall be made to Seller in U.S. dollars by wire transfer or certified check.  Purchase price for the Property does not include (a) any applicable taxes (including sales, use, transfer, property and other applicable taxes, whether assessed to Buyer or Seller, but excluding any taxes based on or measured by Seller’s income), or (b) any cost of professional services, installation, insurance, distribution charges, shipping, exportation, importation or any other cost whatsoever relating to the Property or re-titling and/or re-registration of the Property or Uniform Commercial Code filings; and Buyer shall be responsible for all such amounts set forth in this clause.

1. REMOVAL, RE-TITLING AND RE-REGISTRATION OF PROPERTY:  Property sold to Buyer must be removed from the facility within 14 days from date of sale.  Any and all de-installation, removal, transportation and re-installation of Property shall be at the sole expense, risk and liability of the Buyer.  Seller shall not be responsible for Property sold but not removed within the time allowed, but shall have the option to remove and store at the sole expense and risk of the Buyer any Property sold whether or not paid for.  With respect to Property that is a titled asset, Buyer shall ensure re-titling and re-registration of such Property in the ownership of the new owner within 60 days of the date of sale or such shorter period as required by applicable law and at Seller’s request, provide Seller with sufficient evidence of such re-titling and re-registration.

1. AS IS WHERE IS SALE:   EXCEPT AS EXPRESSLY SET FORTH IN THE TRANSACTION DOCUMENTS, THE PROPERTY IS BEING SOLD AND DELIVERED BY SELLER TO BUYER AND PURCHASED AND ACCEPTED BY BUYER “AS IS” AND “WHERE IS”, WITH ALL FAULTS, WITHOUT ANY WARRANTIES, EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER, INCLUDING WITHOUT LIMITATION, THE CONDITION OF THE PROPERTY, ITS MERCHANTABILITY OR ITS FITNESS FOR ANY PARTICULAR PURPOSE, except that the title to Property is free and clear of all liens or encumbrances of any person or entity claiming by, through or under Seller.    SELLER MAKES NO, AND EXPRESSLY AND SPECIFICALLY DISCLAIMS (AND BUYER EXPRESSLY AND SPECIFICALLY WAIVES AND DISCLAIMS AND CONFIRMS THAT IT HAS NOT RELIED AND IS NOT RELYING ON) ANY, REPRESENTATION, GUARANTEE, COVENANT, CONDITION OR WARRANTY OF ANY KIND RELATING TO THE PROPERTY, INCLUDING BUT NOT LIMITED TO THE CONDITION OR LIEN STATUS OF THE PROPERTY (WHETHER OR NOT DISCOVERABLE), WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, ARISING BY LAW OR OTHERWISE, IN CONTRACT OR IN TORT, INCLUDING WITHOUT LIMITATION, WARRANTIES WITH RESPECT TO THE PROPERTY’S MERCHANTABILITY, QUALITY, FITNESS FOR ANY PARTICULAR USE, PURPOSE, DESIGN, CONDITION, VALUE, QUALITY, DURABILITY, OR AS TO THE ABSENCE OF LATENT, INHERENT OR OTHER DEFECTS (WHETHER OR NOT DISCOVERABLE) OR AS TO THE ABSENCE OF ANY INFRINGEMENT OF ANY PATENT, DESIGN, COPYRIGHT OR OTHER PROPRIETARY RIGHT OR THOSE ARISING BY STATUTE OR OTHERWISE IN LAW FROM THE COURSE OF DEALING OR USAGE OF TRADE.  BUYER ACKNOWLEDGES THAT THE PROPERTY SOLD HEREUNDER MAY BE USED.  BUYER AGREES AND ACKNOWLEDGES THAT IN NO EVENT SHALL ANY SELLER PARTY BE LIABLE FOR INJURIES TO PERSONS OR PROPERTIES, FOR LOSS OF USE, REVENUES OR PROFIT WITH RESPECT TO THE PROPERTY OR ANY LIABILITY OF BUYER FOR ANY DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES.   PROPERTY PURCHASED MAY NOT INCORPORATE APPROVED ACTIVATING MECHANISMS, OPERATING SAFETY DEVICES OR SAFETY GUARDS, AS REQUIRED BY OSHA OR OTHERWISE.  IT IS BUYER’S SOLE RESPONSIBILITY THAT PROPERTY PURCHASED BE SO EQUIPPED AND SAFEGUARDED TO MEET OSHA AND ANY OTHER REQUIREMENTS BEFORE PLACING SUCH PROPERTY INTO OPERATION.  ALL SALES OF AVAILABLE PROPERTY WILL BE FOR COMMERCIAL USE ONLY AND NOT FOR ANY PERSONAL, FAMILY OR HOUSEHOLD USE.  NO AGREEMENT ALTERING OR EXTENDING SELLER’S LIABILITY FOR WARRANTIES SHALL BE BINDING UPON SELLER UNLESS IN WRITING AND EXECUTED BY A DULY AUTHORIZED OFFICER OR REPRESENTATIVE OF SELLER.

1. BUYER DEFAULT:  In the event of default by Buyer of any of the terms set forth in the Transaction Documents, Seller may, in addition to all other remedies under law or in equity, may retain all monies received as Deposit or otherwise, as liquidated damages.  Property not paid for and removed within the time allowed herein may be resold at public or private sale without further notice, and any deficiency, together with all expenses and charges of re-sale, will be charged to the defaulted Buyer.  If at any time prior to payment in full, Buyer files a petition in bankruptcy or for other similar protection from creditors, or an involuntary petition in bankruptcy or other similar proceeding is filed against purchaser, then, at the option of the auctioneer, the sale may be voided by Seller at its option.  The record of sale kept by Seller and its bookkeeper will be taken as final in the event of any dispute raised by Buyer.

1. INDEMNIFICATION:  Buyer agrees to be responsible for, and agrees to indemnify, save and hold harmless Seller Parties from and against any and all liabilities, obligations, losses, damages, penalties, claims, actions and suits resulting therefrom and imposed upon, incurred by or asserted as a consequence of: (i) taxes, license fees, other fees and assessments of any kind or nature assessed or imposed by any domestic or foreign governmental entity or taxing authority; (ii) the sale of the Property to, the removal, delivery, transportation, shipping, exportation, importation, ownership, possession, operation or use of the Property by, Buyer, or the condition or use of the Property purchased or failure of Buyer to follow instructions, warnings or recommendations of the manufacturer, or to comply with federal, state and local laws applicable to such Property, including OSHA requirements, or for proximate or consequential damages, costs or legal expenses arising therefrom; and (iii) persons attending during exhibition, sale or removal of Property, or any defect in or condition of the premises on which the sale of Property is held.

1. GOVERNING LAW; WAIVER OF JURY TRIAL.  The execution, interpretation and performance of the Transaction Documents shall be governed by, and construed in accordance with, the laws of the State of New York (without regard to its conflicts of law provisions).  BUYER WAIVES THE RIGHT TO A JURY TRIAL IN ANY DISPUTE OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF, DIRECTLY OR INDIRECTLY, THE TRANSACTION DOCUMENTS, ANY OF THE RELATED DOCUMENTS, ANY DEALINGS BETWEEN ANY SELLER PARTY AND BUYER RELATING TO THE SUBJECT MATTER HEREOF OR THEREOF, AND/OR THE RELATIONSHIP THAT IS BEING ESTABLISHED BETWEEN SELLER AND BUYER.

1. MISCELLANEOUS.  This Transaction Documents may not be assigned by either party without the prior written consent of the other and shall inure to the benefit of and be binding upon the parties and their respective successors and permitted assigns.  Nothing in the Transaction Documents, express or implied, is intended to confer upon any person, other than the parties hereto, and their respective successors and permitted assigns, any rights, remedies, obligations or liabilities under or by any reason of the Transaction Documents.  This Transaction Documents shall constitute the entire agreement of the parties with respect to the subject matter hereof.   No amendments or modifications to the Transaction Document shall be valid unless in writing and signed by both parties hereto.  The covenants and agreements expressed in the Transaction Documents shall be severable, and the invalidity, now or in the future, of any covenants recited herein shall not affect the validity of the remaining covenants and agreements.  Each Transaction Document may be executed in multiple originals and multiple counterparts on different dates and in different places, but which when taken together shall constitute one binding and effective agreement.  The waivers, indemnities, representations and warranties set forth in the Transaction Documents shall survive the consummation of the transaction contemplated in the Transaction Documents.  Each of the parties shall be responsible for its own costs and expenses incurred in connection with the transactions contemplated by the Transaction Documents.

1. IMPORTANT NOTICE Nothing herein shall be construed as (i) constituting the creation of an agency, partnership, joint venture, fiduciary or similar relationship between GE and any person; (ii) an approval or commitment to sale by GE to any person; and all transactions are subject to final investment / compliance approval by GE and the execution of mutually satisfactory definitive documentation; (iii) any guarantee or promise of pricing terms or availability thereof which may fluctuate or cease to be available depending on any change in the relevant market.  All sales of available equipment will be “as is”, “where is”, with all faults, without recourse or warranty of any kind or nature, express or implied; and subject to detailed terms and conditions of sale of the equipment owner / seller.