2011 Peterbilt 6X4 DAY CAB TRUCK, model 386 chassis 8070 kg weight with Cummins ISX15 485 diesel (

2015 Terms of Sale Agreement

SELLER RESERVES THE RIGHT TO ACCEPT OR REJECT ANY AND ALL BIDS 15% Buyer's Premium on all sales including internet fee. Full Payment at Termination of Sale. All Bills must be completed on Day of Sale

Seller has the right to accept or reject any or all bids.

All Bidders must deposit $2500 USD with Auctioneer or recieve a deposit waiver from Auctioneer based on prior bidding history.

NO RIGGING FEES FOR TRACTOR AUCTION 

1. Only Cash, Checks, Wire Transfers or Cashiers Checks payable to Schneider Industries Inc. will be accepted. No equipment will be removed from the sale site until payment is received by Schneider Industries. NO EXCEPTIONS! Payment is due with 24 hrs of receipt of Auction Invoice.

2. While descriptions are believed to be correct, the seller's agent or the owners make no warranties or guarantees expressed or implied, as to the genuineness, authenticity of, or defect in any lot and will not be held responsible for advertising discrepancies or inaccuracies. Everything sold "AS IS" and "WHERE IS" except as expressly made in writing. No warranties are made as to the merchantability of any items or their fitness for any purpose.

3. Purchaser hereby agrees to defend, indemnify and hold harmless Seller its directors, officers, employees and other agents and representatives from and against any and all liabilities, judgments, claims, settlements, losses, 
damages, penalties, obligations and expenses, including attorney`s fees and expenses and other professional fees and expenses, incurred or suffered by such person arising from, by reason of, or in connection with any loss, damage or injury to person or property arising from, by reason of or in connection with the Goods sold hereunder. This indemnification shall survive delivery of the Goods to Purchaser and any subsequent sale or other transfer of the Goods to a third party.

4. It is the buyer's responsibility to secure all equipment to meet all applicable government safety standards in using or removing items purchased. All Import, Export, Taxes, Packaging, Rigging & Transportation fees are the buyer`s responsibility. Schneider Industries will provide our customary invoice. 

5. Sales Tax will be added to the purchase of all taxable items. Dealers who purchase for resale must file their resale permit numbers. If sales tax is not collected at the time of sale and is deemed needed to be paid at a later date, buyer agrees to pay all required taxes.

6. Purchaser does hereby indemnify and hold harmless auctioneer and seller from any and all damages, claims or liabilities from injuries to persons or property of any type whatsoever caused during the sale or by the removal of items purchased.

7. Seller's agent and Seller shall have no liability to the purchaser due to non-delivery of any item for any reason other than to return to the Purchaser the monies deposited for non-delivered items.

8. In the event the purchaser fails to pay the whole of the purchase within the time set forth by the auctioneers and/or fails to comply with any of the conditions or terms of sale, the seller may retain and/or recover the deposit specified as liquidated damages and, in addition thereto, items that are not paid for can be resold at public or private sale without further notice. Any deficiency resulting from such resale shall be paid to the auctioneers by the defaulting purchaser together with all charges, fees, and expenses incurred by such resale and enforcement of the obligation hereunder.

9. The Bidder becomes solely responsible for all items purchased by him immediately following his winning bid at the auction. Therefore, he is advised to further guard and insure his items at his own discretion.

10. Items must be removed from the premises within the removal time announced at the sale. No item can, on any account, be removed before termination of the sale. Removal shall be at the expense, risk and liability of the purchaser. Auctioneers shall not be responsible for items not removed within the time allowed. If equipment is not removed within specified removal time, purchaser shall be liable for any moving and storage costs incurred and, if not so removed, the items shall be deemed abandoned.

11. If any shortage exists on estimated counts, an adjustment will be made if claims are made at time of removal. No adjustment will be allowed after items are removed from the premises.

12. Technology Disclaimer: Auctioneer does not warrant that the functions, features or content contained in the website, including any third-party software, products or other materials used in connection with the website, will be timely, secure, uninterrupted or error-free, or that defects will be corrected.

13. If any dispute arises between two or more bidders, the seller's agent may or may not put the lot up again at once, and resell. 

14. The seller's agent, when acting as agent only, is not responsible for acts of its principals.

15. 15% Buyer's premium will be applied to all sales. Seller reserves the right to accept or reject any and all bids. 

16. By accepting a sale listing catalog and signing this form the buyer agrees to these terms and any announced terms at the sale.

17. Buyer Agrees to Seller Sales Agreement below:

BUYER AGREEMENT FOR SALE OF USED EQUIPMENT

               This Agreement entered into and made effective this ___XXTH____day of __ MONTH ___ ____20XX_______

 by and between  _XXXXXXXX_ (“Buyer”), with its principal office at XXXXXXXXXXXXXXXXX and Molson Canada 2005, (“Seller”), an Ontario general partnership, with its principal office at 33 Carlingview Drive, Toronto, Ontario M9W 5E4.

W I T N E S S E T H:

               In consideration of the premises and of the mutual covenants and obligations hereinafter set forth, the parties hereto agree as follows:

1. Purchase and Sale.  Seller shall sell to Buyer and Buyer shall purchase form Seller the used equipment and spare parts described in Exhibit A, attached hereto (hereinafter referred to as the “Used Equipment”) in accordance with the terms and conditions hereof.  Risk of loss or damage to the Used Equipment shall pass to Buyer upon execution of this Agreement. Schneider Industries is acting as the exclusive designated agent on behalf of Seller to sell this equipment via an Auction Sale.

1. Purchase Price.  To be paid to Schneider Industries upon execution of this Agreement, the price of the Used Equipment sold hereunder is SEE ATTACHED SALE INVOICE FROM SCHNEIDER INDUSTRIES   . Buyer’s Premium applies as per terms and conditions of auction sale. Such payment, at Schneider Industries Inc. election, shall be in the form of wire or company check or cashier’s  made payable to Schneider Industries to an account designated by Schneider Industries. Full payment AND a buyer signed sale agreement is due within ( 3)  business days from the effective date on  this agreement. Payment and buyer signed sale agreements will be sent to Schneider Industries. Buyer will be given a fully executed agreement on or before agreed upon removal date. The price for the Used Equipment does not include brokers’ fees or federal, state, or local sales, use, excise, or similar taxes or assessments applicable to the sale of such Used Equipment.  Any such fees (excluding any fee payable to Schneider Industries, Inc.) and taxes shall be paid by Buyer.  Upon closing of the sale contemplated hereby, Schneider Industries, Inc. shall deliver to Buyer a bill of sale in substantially the form set forth in Exhibit B hereof, incorporated herein by reference.

1. Removal of Used Equipment.  Buyer shall remove the Used Equipment from facility or warehouse in ___ XXXXXXXXXXXXXX_____________at a mutually agreeable time on or before  _____By Appointment Only. REMOVAL IS TO BE COMPLETE NO LATER THAN XXXXXX FROM AWARD OF BIDS.____.  Buyers must have a pick-up appointment with Schneider Industries prior to arriving on-site for pick-up.  Should buyer chose to utilize a 3^rd party rigger that will be at the additional expense of the buyer with no refund or waive to announced rigging/loading/handling fees.  3^rd party rigger will be required to become an approved contract by Seller. If a buyer’s untimely response to pick up becomes a burden to the Seller, Seller and its Agents may refuse the right to load on behalf  of buyers with no refund to the rigging fees. If Buyer requests additional skidding or crating, this will be additional expense to the buyer
2. If Buyer dismantles the Used Equipment at Seller’s facility, prior to removal, Buyer will provide Seller with:

(1)              a written indemnification agreement issued by the third party removal contractor;

(2)              evidence of insurance sufficient to support the indemnity; and

(3)              lien waivers from the company removing the Used Equipment, all in a form satisfactory to Seller.  Receipt of satisfactory indemnification and insurance documentation shall be a condition precedent to permission to enter Seller’s property to perform the dismantling of the Used Equipment.  The contractor’s indemnification and insurance shall provide the coverage of Seller required of Buyer in Sections 5 and 6 below.  If such documentation is not received by the time designated for removal of the Used Equipment, Buyer shall be in breach of its obligations hereunder.  In such cases, notwithstanding any payment that may have been made by Buyer for the Used Equipment and/or delivery of a bill of sale by Seller, Seller shall have the right (in addition to all other rights and remedies and not as an election of remedies) to refuse to permit removal of the Used Equipment until Buyer’s default is cured.

(4)              Warranty.

(a)              Seller warrants that it is the lawful owner of the Used Equipment, free and clear of all liens and encumbrances.

(b)              Buyer acknowledges that Seller is not the manufacturer or supplier of the Used Equipment and Buyer represents that is has selected the Used Equipment based upon its sole judgment and expertise.  In addition, Buyer acknowledges that nothing contained in any discussions between the parties or between Buyer and any broker claiming to represent Seller (including without limitation, Schneider Industries, Inc.) shall be deemed to constitute a representation or warranty upon which Buyer can rely.  Except as set forth in Section 4(a) above, BUYER ACKNOWLEDGES THAT IT HAS BEEN PROVIDED THE OPPORTUNITY TO INSPECT THE USED EQUIPMENT, BUYER TAKES THE USED EQUIPMENT AS IS, WHERE IS, WITH ALL FAULTS AND DEFECTS BOTH LATENT AND PATENT AND BUYER AGREES THAT SELLER HAS BEEN MADE AND MAKES NO REPRSENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED.  SELLER EXPRESSLY DISCLAIMS ALL WARRANTIES WITH RESPECT TO SUITABILITY, DURABILITY, FITNESS FOR USE, AND MERCHANTABILITY OF ANY OF THE USED EQUIPMENT, FOR THE PURPOSES AND USES OF BUYER OR OTHERWISE, IN NO EVENT, SHALL SELLER BE LIABLE FOR ANY INCIDENTAL, INDIRECT, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES.  Buyer specifically waives all rights to make any claim against Seller for breach of any warranty of any kind whatsoever, other than the warranty in Section 4(a).  Seller shall not be liable to Buyer for any loss, damage, or expense of any kind or nature caused directly or indirectly by the Used Equipment or the disassembly, removal, use, transportation, or maintenance thereof, or for the failure of operations thereof, or for repairs, service, or adjustment thereto, or for any interruption of service or loss of use thereof, or for any loss of business or any other damages whatsoever and howsoever caused.  

(5)              Indemnity and Release.

(a)              Buyer assumes liability for, and hereby agrees to indemnify, defend, and hold harmless Seller, its successors, assigns, parent subsidiary, and affiliated companies, and the agents, employees, officers, directors of each of the foregoing (the “Released Parties”), from and against any and all liabilities, obligations, losses, damages, claims, demands, actions, costs, and expenses (including attorney’s fees and costs, whether or not suit is brought and at trial and all levels of appeal, and in any insolvency, bankruptcy, or similar proceeding), of whatsoever kind and nature arising out of the disassembly, removal, use, condition (including, but not limited to, latent and other defects and whether or not discoverable by Buyer or Seller), operation, transportation, ownership, selection, delivery, installation, or use and subsequent disposition of the Used Equipment after the sale to Buyer hereunder.

(b)              It is agreed that this indemnity shall apply notwithstanding the joint, concurring or contributory fault or negligence of Seller and further notwithstanding any theory of law including, but not limited to, a characterization of Seller’s joint, concurring, or contributory fault or negligence as either passive or active in nature.  With respect to the Released Parties’ rights pursuant to this Indemnity, Buyer expressly waives all statutory defenses, including, but not limited to those under workers’ compensation, contribution, comparative fault, or similar statutes that are inconsistent with or would defeat the purpose of this Indemnity.

(c)               Buyer hereby fully and forever releases and discharges and covenants not to sue the Released Parties from any and all claims, demands, damages, rights of action, or causes of action, present or future, whether the same be known or unknown, anticipated or unanticipated, resulting from or arising out of the Used Equipment after the date of receipt by Buyer.  This Release is intended to be as broad and inclusive as permitted by law, and if any portion thereof is held invalid, the balance shall continue in full legal force and effect.  This Release shall be binding on Buyer’s heirs, executors, administrators, successors, and assigns.

(d)               The Released Parties shall give Buyer prompt notice of any Claim brought against any of them coming within the purview of these indemnities.  Within five (5) business days after receipt of such notice, the Buyer shall undertake the defense of each such Claim with counsel satisfactory to and approved by the Released Party.  If the Buyer fails to undertake and sustain the defense of any Claim in the manner required by this Section 5, the Released Party may engage separate counsel, pay, settle, or otherwise finally resolve such Claim for the account and at the risk and expense of the Buyer.  Any payment, settlement or final resolution otherwise by the Released Party shall release the Buyer from liability for such Claim.  If the Buyer undertakes the defense of a Claim in the manner required by this Section 5, the Released Party may, at its own expense, engage separate counsel and participate in the defense of any Claim brought against it.

6.            Insurance.

(a)              Buyer hereby agrees to furnish and maintain at Buyer’s own cost and expense, insurance policies underwritten by good and solvent insurance companies, acceptable to Buyer providing coverage for the following:

(1)              The legal liability of Buyer (and any subcontractor engaged by Buyer to perform under this Agreement) to pay claims because of damage to property and for injuries to or death of any person or persons for occurrences arising out of the use, handling, delivery, removal, transportation, disassembly, installation, operation, or condition of the Used Equipment (including automobile exposure).  Said insurance to be written with a limit of not less than One Million Dollars ($1,000,000) for any one occurrence.  Coverage shall be included for broad form property damage liability.

(2)              The legal liability of Buyer (and any subcontractor engaged by Buyer to perform under this Agreement) under the Workers’ Compensation Act of any state, and under any other Employee Benefit Statute or similar law to pay claims for bodily injuries, including death and disease sustained by its employees.  Coverage shall be included for broad form property damage liability.

(3)              The contractual liability assumed by Buyer in Section 5 hereof; said insurance to be written with limits of not less than those specified in sub-paragraphs (1) and (2) above.

(b)    The following parties:

MolsonCoors, their respective subsidiaries and affiliated companies and their respective employees, officers, directors and agents”

shall be included as additional insureds under the insurance policies required of Buyer and subcontractor hereunder.  All policies shall be written so that Seller will be notified of cancellation or of any restrictive amendment to the policies at least thirty (30) days prior to the effective date of such cancellation or amendment.  Notice shall be by certified mail, return receipt requested, addressed to Seller at the address set forth above.

               7.            Removal of Seller Logos.  Promptly upon removal of the Used Equipment from Seller’s facilities, the Buyer, at their expense, shall remove from the Used Equipment any and all symbols, designs, figures, trademarks, trade names, service marks, logos, or any other matter owned, developed, or created by Seller, its parent, subsidiary, or affiliated companies.  Seller and Seller’s Agent shall have the right to visually inspect and or photo the Used Equipment, at a mutually agreed upon time and place with Buyer, to ensure that Seller Logos are removed completely. Such logos will be removed by Buyer within a timeframe that is not longer than 30 days from the date of transfer of ownership.  Buyer shall not redeploy or re-use the Used Equipment in a business-like manner until such time as the logos are removed from the Used Equipment.

               8.            Books and Records.  From the date hereof and for a period of at least two (2) years thereafter, Buyer shall maintain such books and records (collectively, “Records”) as are necessary to substantiate that (i) all warranties made by Buyer in this Agreement are true and accurate in all respects and it is in full compliance with this Agreement, (ii) all invoices and other charges submitted to Seller for payment hereunder were valid and proper, and (iii) no payments have been made, directly or indirectly, by or on behalf of Buyer to or for the benefit of any Seller employee or agent who may reasonably be expected to influence Seller’s decision to enter into the Agreement, or the amount to be paid by Seller pursuant hereto.  (As used herein, “payment” shall include money, property, services, and all other forms of consideration.)  All Records shall be maintained in accordance with generally accepted accounting principles consistently applied.  Seller and/or its representatives shall have the right at any time during normal business hours, upon two (2) business days’ notice, to examine said Records.

               9.            Complete Agreement; Benefits.  This Agreement constitutes the final, complete, and exclusive understanding between the parties with respect to its subject matter and supersedes all prior or contemporaneous agreements in regard thereto.  The parties have not relied upon any promises, warranties, or undertakings other than those expressly set forth in this Agreement.  Nothing in this Agreement shall give any person other than the parties to this Agreement or their respective successors or assigns any legal or equitable right, remedy, or claim under this Agreement except that the Released Parties specified in Section 5 may enforce their rights thereunder.

               10.         Amendment.  This Agreement cannot be amended or waived except by an agreement in writing signed by authorized representatives of both parties and specifically referring to this Agreement.

               11.         Waiver.  The failure of either party to object to or to take affirmative action with respect to any conduct of the other party which is in violation of the terms hereof shall not be construed as a waiver thereof, nor of any subsequent breach or wrongful conduct.  The rights and remedies set forth herein are intended to be cumulative, and the exercise of any right or remedy by either party shall not preclude or waive its exercise of any other rights or remedies hereunder or pursuant to law or equity.

               12.         Section Headings.  The section headings set forth herein are for convenience only and do not constitute a substantive part of this Agreement.

               13.         Counterparts.  This Agreement may be executed in two or more counterparts, each of which shall be an original, but all of which shall constitute one and the same instrument.

               14.         Severability.  If any provision of this Agreement is deemed to be invalid or unenforceable by any court of competent jurisdiction, then the balance of this Agreement shall remain enforceable, and such invalid or unenforceable provision shall be enforced by such court to the maximum possible extent.

               15.         Successors and Assigns.  Neither party shall assign its rights and/or obligations or delegate its duties under this Agreement without the prior written approval of the other party and any attempted assignment or delegation without such approval shall be void and constitute a material breach.  This Agreement and all of the terms and provisions hereof will be binding upon, and will inure to the benefit of, the parties hereto, and their respective successors and approved assigns.

               16.         Survival.  This provisions of Sections 4 and 5 shall survive the closing of the sale contemplated hereby and shall be deemed incorporated in the bill of sale.

               17.         Governing Law.  This Agreement is made in the State of Illinois and shall be governed by the substantive provisions of Illinois law.  The parties agree that any legal action or proceeding with respect to this Agreement shall be brought in the United States District Court for the Northern District of Illinois or, if such court does not have jurisdiction, in any court of general jurisdiction in Cook County, Illinois.  Buyer consents to the personal jurisdiction of such courts, agrees to accept service of process by certified or registered mail and hereby waives any jurisdictional or venue defenses otherwise available to it.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be fully executed in duplicate counterparts by their duly authorized representatives on the date first above set forth.

                                                                           ________________________      __________    ____________

                                                                                          (“Buyer”)                             Bidder no.          Invoice no.

By:_____Bidder Accepts Terms by Registering for Auction with Schneider Industries and Bidspotter.com______________________________

                                                            Name:________________________________

Title:_________________________________

Date:_________________________________

Exhibit A: Equipment List

SEE ATTACHED SALE INVOICE   

Exhibit B

BILL OF SALE

IN CONSIDERATION OF the receipt of the cleared funds of AMOUNT ON SALE INVOICE   in hand paid to Seller’s broker Schneider industries, and for other good and valuable consideration, MolsonCoors (“Seller”) does hereby sell, assign, transfer, and convey absolutely to Buyer as listed on the attached invoice free and clear of all liens and encumbrances, all right, title, and interest in and to the used equipment (“Used Equipment”) as set forth on Exhibit A, attached hereto, and other appurtenant rights relating thereto.  The Used Equipment is sold “As Is”, “Where Is”, with all faults and defects, both latent and patent.  Other than MolsonCoors warranty of ownership free and clear of all liens and encumbrances, MolsonCoors EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WITH RESPECT TO SUITABILITY, DURABILITY, FITNESS FOR USE, AND MERCHANTABILITY OF ANY OF THE USED EQUIPMENT, FOR THE PURPOSES AND USES OF BUYER OR OTHERWISE.  MoslonCoors is the lawful owner of the Used Equipment and title to the Used Equipment is transferred to Buyer free and clear of all liens and encumbrances.

               Dated this __ XXTH _ day of __ XXXXXXX_______ 20XX ____