Vemag Minced Meat Portioner

GENERAL TERMS AND CONDITIONS OF SALE - ONLINE

These Seller Terms and Conditions (“Seller Terms”) are issued by Tyson Shared Services, Inc. (“Seller”)
and apply solely to the sale of equipment owned by Seller in this specific auction conducted by Rabin
Worldwide, Inc. (“Auctioneer”) on the BidSpotter platform (the “Auction”). These Seller Terms
supplement and are incorporated into Rabin Worldwide, Inc.’s General Terms and Conditions of Sale
applicable to this Auction (the “Auction Terms”). In the event of any conflict, the Auction Terms shall
govern with respect to auction procedures, bidding, payment, buyer default, and general buyer
obligations, and these Seller Terms shall govern solely with respect to Seller-specific disclosures, food
safety matters, facility access and removal requirements, intellectual property, and Seller-specific
indemnities and limitations of liability.

1. INCORPORATION OF AUCTION TERMS
These Seller Terms incorporate by reference Rabin Worldwide, Inc.’s General Terms and Conditions of
Sale applicable to this Auction, including all disclaimers, waivers, buyer obligations, and removal
requirements set forth therein. All protections in the Auction Terms apply to transactions with Seller and
are supplemented by the additional Seller-specific terms set forth below

2. FOOD MANUFACTURING EQUIPMENT DISCLOSURE AND CATEGORIZATION
2.1 Equipment Category
Each Listing will identify Equipment in one of the following categories:
☐ CATEGORY 1 – DIRECT FOOD CONTACT EQUIPMENT.
Equipment that directly contacts food during production, processing, or packaging (e.g., mixers,
conveyors, filling machines, food-grade piping, processing tanks).
☐ CATEGORY 2 – INDIRECT FOOD CONTACT EQUIPMENT.
Equipment used in food production areas but without direct food contact (e.g., equipment that contacts
food packaging materials, equipment in food processing zones).
☐ CATEGORY 3 – FOOD FACILITY EQUIPMENT (NON-CONTACT).
Equipment located in food manufacturing facility but not involved in food production (e.g., forklifts,
pallet jacks, office equipment, HVAC, maintenance tools, warehouse equipment).
☐ CATEGORY 4 – NON-FOOD MANUFACTURING EQUIPMENT.
Equipment not located in or used in connection with food manufacturing operations.
2.2 Category-Specific Disclosures
FOR CATEGORY 1 AND CATEGORY 2 EQUIPMENT:
Buyer acknowledges that the Equipment has been used in food manufacturing operations and may have
been in direct or indirect contact with food products, food ingredients, or food contact surfaces.

BUYER IS SOLELY RESPONSIBLE FOR:
 Any and all cleaning, sanitization, decontamination, or modification of the Equipment necessary
for Buyer’s intended use.
 Ensuring Equipment meets all applicable food safety standards for Buyer’s intended application.
 Determining Equipment’s suitability for Buyer’s intended food production purposes.
SELLER MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING:
 Equipment’s compliance with any food safety regulations, including but not limited to regulations
promulgated by the U.S. Food and Drug Administration (FDA), U.S. Department of Agriculture
(USDA), or any state, local, or international regulatory authority.
 Equipment’s suitability for food contact or food production use.
 The sanitary condition of the Equipment.
 Whether Equipment has been properly cleaned or sanitized.
 Whether Equipment is free from food residue, allergens, or contaminants.
FOR CATEGORY 3 EQUIPMENT:
Buyer acknowledges that the Equipment has been located in a food manufacturing facility and may have
been exposed to food manufacturing environments, cleaning agents, sanitizers, or facility sanitation
procedures. Seller makes no representations regarding the Equipment’s exposure to such environments or
substances.
FOR CATEGORY 4 EQUIPMENT:
No additional food-related disclosures apply beyond those in the Listing Contract Policy.
FOR ALL CATEGORIES:
Seller makes no warranties regarding the Equipment’s suitability for Buyer’s intended use or application.
Buyer is solely responsible for determining whether Equipment is appropriate for Buyer’s purposes.

3. INTELLECTUAL PROPERTY, SOFTWARE, AND PROPRIETARY DATA
3.1 Intellectual Property Disclaimer
In addition to the intellectual property disclaimers in the Listing Contract Policy, Seller specifically
disclaims all representations and warranties regarding any software, firmware, embedded systems,
programmable logic controllers (PLCs), SCADA systems, or other digital control systems that may be
associated with or embedded in the Equipment.
3.2 Proprietary Data and Recipes
Buyer acknowledges that the Equipment may contain:

 Recipes, formulations, or batch records specific to Seller’s operations;
 Process parameters, temperature profiles, or mixing protocols;
 Proprietary production data or trade secrets; or
 Custom programming or configurations.
Buyer is solely responsible for:
 Removing, deleting, modifying, or replacing any such proprietary data, recipes, or programming.
 Ensuring any retained data is used in compliance with applicable law.
Seller has no obligation to:
 Provide passwords, access codes, or authentication credentials.
 Provide source code, programming information, or technical documentation.
 Provide technical support, training, or assistance regarding software or data.
 Remove or delete Seller’s proprietary information from Equipment.
3.3 Third-Party Software and Licenses
Equipment may contain software subject to third-party licenses. Buyer acknowledges that Buyer is solely
responsible for obtaining any necessary licenses, permissions, or authorizations from third-party software
owners for Buyer’s intended use of the Equipment.

4. FOOD FACILITY COMPLIANCE DURING REMOVAL
4.1 Facility Protection Requirements
For Category 1, 2, and 3 Equipment located at Seller’s food manufacturing facilities:
Buyer shall conduct all inspection and removal activities in a manner that:
(a) Maintains Seller’s facility in compliance with all applicable food safety regulations, including Good
Manufacturing Practices (GMPs), Hazard Analysis and Critical Control Points (HACCP) plans, and any
requirements under Seller’s food safety plans, certifications, or regulatory approvals;
(b) Does not compromise, contaminate, or create any risk to any food production, processing, packaging,
or storage areas;
(c) Does not introduce any foreign materials, pests, allergens, or contaminants into Seller’s facility; and
(d) Complies with all of Seller’s food safety, food defense, and biosecurity protocols as communicated by
Seller.
4.2 Facility Restoration

Buyer shall restore Seller’s building, grounds, and facilities to the same condition existing before Buyer’s
entry and removal activities. This includes, but is not limited to:
 Repairing any damage to floors, walls, ceilings, doors, loading docks, utilities, and other
infrastructure.
 Repairing any damage to food-contact surfaces or food-grade finishes.
 Restoring any sanitary conditions or food-grade environments that may have been compromised.
 Removing all debris, dunnage, and materials brought onto Seller’s premises.

5. ENHANCED REMOVAL AND COMPLIANCE OBLIGATIONS
5.1 Additional Requirements for Food Facility Removal
In addition to the removal requirements set forth in the Auction Terms, Buyer shall:
(a) Provide advance notice and coordinate all removal activities with Seller’s designated facility
representative;
(b) Comply with all facility access procedures, including any requirements for personal protective
equipment (PPE), sanitization, or facility entry protocols;
(c) Ensure that all personnel entering Seller’s facility comply with Seller’s food safety, hygiene, and
facility security requirements;
(d) Not access or enter any food production, processing, or storage areas unless expressly authorized by
Seller;
(e) Report immediately to Seller any spills, releases, damages, or incidents that occur during removal
activities; and
(f) Cease removal activities immediately if Seller determines that such activities pose any risk to food
safety, facility compliance, or ongoing operations.
5.2 Environmental and Regulatory Compliance
In addition to the environmental compliance obligations set forth in the Auction Terms, Buyer
acknowledges that Equipment may have been subject to cleaning with industrial chemicals, sanitizers, or
other substances used in food manufacturing. Buyer is solely responsible for:
 Proper handling, removal, and disposal of any residual cleaning chemicals or sanitizers.
 Compliance with all applicable regulations regarding chemical handling and disposal.
 Any environmental testing or monitoring required for Buyer’s purposes.

6. ADDITIONAL INDEMNIFICATION

In addition to the indemnification obligations set forth in the Auction Terms, Buyer shall indemnify,
defend, and hold harmless Seller and Auctioneer from any and all claims, damages, losses, liabilities,
costs, and expenses (including reasonable attorneys’ fees) arising from or related to:
(a) Any food safety incidents, contamination events, recalls, or regulatory actions arising from Buyer’s
use, operation, or ownership of the Equipment;
(b) Any claims that Buyer’s use of the Equipment violates food safety regulations or causes food safety
issues;
(c) Any claims related to intellectual property, software, data, recipes, or formulations that may be
associated with or embedded in the Equipment;
(d) Buyer’s failure to comply with any food facility protocols, GMPs, or food safety requirements during
inspection or removal activities at Seller’s facility; and
(e) Any compromise or contamination of Seller’s food manufacturing facility, food products, or food
safety compliance resulting from Buyer’s activities.

7. LIMITATION OF LIABILITY
In addition to the consequential damages waiver set forth in the Auction Terms:
TO THE MAXIMUM EXTENT PERMITTED BY LAW, SELLER’S TOTAL LIABILITY TO
BUYER FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATED TO THE
EQUIPMENT OR THIS TRANSACTION, WHETHER IN CONTRACT, TORT (INCLUDING
NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, SHALL NOT EXCEED THE
PURCHASE PRICE PAID BY BUYER FOR THE EQUIPMENT.
This limitation applies regardless of whether Seller has been advised of the possibility of such damages
and regardless of whether any limited remedy fails of its essential purpose.

8. ACCEPTANCE BY BUYER
By submitting a bid or offer to purchase, Buyer acknowledges that:
(a) Buyer has read, understands, and agrees to be bound by these Seller Terms and the Auction Terms
applicable to this Auction;
(b) Buyer has been provided an opportunity to inspect the Equipment or has waived such opportunity;
(c) Buyer acknowledges the Equipment Category designation for the Equipment and accepts the
applicable disclosures;
(d) Buyer assumes all risks associated with the Equipment’s condition, suitability, and compliance with
any regulations applicable to Buyer’s intended use;

(e) Buyer will not hold Seller or Auctioneer responsible for any food safety, regulatory compliance, or
operational issues arising from Buyer’s use of the Equipment; and
(f) Buyer accepts full responsibility for cleaning, sanitizing, modifying, or upgrading the Equipment to
meet Buyer’s requirements.

9. GOVERNING LAW AND DISPUTES
These Seller Terms and any disputes arising hereunder shall be governed by and construed in accordance
with the governing law and jurisdiction provisions set forth in the Auction Terms.

10. ENTIRE AGREEMENT
These Seller Terms, together with the Auction Terms and the specific auction listing, constitute the entire
agreement between Seller and Buyer with respect to the Equipment sold in this Auction.

TYSON SHARED SERVICES, INC.
Effective Date: [1/01/2026]

BUYER ACKNOWLEDGMENT
By bidding on or purchasing Equipment listed by Tyson Shared Services, Inc. in this auction, Buyer
acknowledges having read, understood, and agreed to these Seller Terms and the Auction Terms
applicable to this Auction, and the Equipment Category designation applicable to the Equipment being
purchased.