BULK BID OF ALL MOTORS

CONDITIONS OF SALE

Special Notice on Terms & Conditions. Data Aire, Inc. (the “SELLER”) and Sale Link Auctions, LLC (“Link Auctions”) and their respective affiliates, officers, directors, employees, agents, and representatives (collectively the “SELLING PARTIES”) do not make any representation or warranties of any kind whatsoever on the machinery and equipment listed (the “Property”); while the SELLING PARTIES will make every reasonable effort to describe the lots accurately, the bidder is solely responsible for performing its own due-diligence of, including but not limited to, the Property’s Manufacturer, Model, Capacities, Attachments, condition, etc. prior to bidding. All items being sold are “AS-IS” and “Where-Is” with no express, implied, or other warranty. All bids that are entered are a legally binding contract with the SELLING PARTIES. All lots that are not removed from the premises within the period in the posted terms and conditions of the auction sale are subject to disposal by the SELLER without notice and/or a $750.00 USD a day storage charge invoiced by the SELLER unless other arrangements have been made with SELLER. Any lot that is not removed after the posted last day of removal will be considered abandoned and subject to loss without refund. Upon the SELLING PARTIES’ Notice of Abandonment all claims to purchased Property will be lost. 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).

2. PROPERTY INFORMATION. Any available information relating to the Property condition and other information from any available third-party survey and/or inspection report is being provided free of charge SELLING PARTIES have no responsibility and make no representation or warranty of any kind with respect to such Property information, surveys, inspection reports, or similar items. Any usage and/or reliance on any such Property information, survey and/or inspection reports 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.

3. GENERAL TERMS OF SALE: Property sold is for immediate acceptance, subject to prior sale or other disposition, and may 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 by BUYER. 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 SELLING PARTIES.

4. RESERVATION OF RIGHTS BY SELLER The SELLING PARTIES reserve and have the right to (i) accept or refuse any and all bids and offers for any or no reason, (ii) withdraw from sale any of the Property listed or to sell at any sale property not listed, (iii) group one or more items of Property 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, the SELLING PARTIES 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 U.S. or Mexican government watchlist, as relevant to the place of sale, 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 the SELLING PARTIES to any person; and all transactions are subject to Property 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 SELLING PARTIES and any person; or (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 SELLING Party, and BUYER expressly and specifically waives and disclaims and confirms that it has not and is not relying on any representation or warranty, express or implied, of any kind by any SELLING Party.

5. COMPLIANCE WITH LAWS. BUYER shall comply with all U.S. and Mexican export control laws and regulations as relevant to the place of sale. 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 statutes 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 or Mexico, as relevant to the place of sale, (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. or Mexican law as relevant to the place of sale, (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. or Mexican export control or similar laws as relevant to the place of sale.

6. BUYER REPRESENTATIONS: BUYER hereby represents, warrants and certifies to the SELLING PARTIES the following and upon SELLER’s request, BUYER shall provide a separate signed certification of the following with respect to each item of Property that BUYER acquires from SELLER: (a) BUYER will comply with United States, Mexican, or any other applicable export laws and regulations for the export, reexport, 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 sanctioned by the United States or Mexican Government or by a destination subject to a United States or Mexican comprehensive embargo, as relevant to the place of sale . 

7. TIME AND MANNER OF PAYMENT: Each sale shall be contingent upon BUYER’s full compliance with all the terms and conditions set forth herein and elsewhere 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, credit card or certified check. Any credit card payment shall incur a three percent (3%) fee and any checks written for more than two thousand U.S. dollars (US $2,000.00) must be a certified or bank check. Cash payment will not be accepted. Purchase price for the Property does not include (a) any applicable taxes (including sales, use, transfer, property, value-added (VAT), 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.

8. REMOVAL, RE-TITLING, AND RE-REGISTRATION OF PROPERTY: Property sold to BUYER must be removed from the facility within fourteen (14) days from date of sale. Any and all dismantling, de-installation, removal, transportation, US Customs formalities, 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,store, or dispose of 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 sixty (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.

9.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. SELLING PARTIES MAKE NO, AND EXPRESSLY AND SPECIFICALLY DISCLAIM (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 SELLING 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 OR ANY OTHER PARTY FOR ANY DIRECT, INCIDENTAL, CONSEQUENTIAL, LIQUIDATED, PUNITIVE, OR SIMILAR DAMAGES. PROPERTY PURCHASED MAY NOT INCORPORATE APPROVED ACTIVATING MECHANISMS, OPERATING SAFETY DEVICES OR SAFETY GUARDS, AS REQUIRED BY OSHA, NACOSH, OR OTHERWISE. IT IS BUYER’S SOLE RESPONSIBILITY THAT PROPERTY PURCHASED BE SO EQUIPPED AND SAFEGUARDED TO MEET RELEVANT OSHA, NACOSH, 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 ONE OR BOTH SELLING PARTY’S SELLER LIABILITY FOR WARRANTIES SHALL BE BINDING UPON SUCH SELLING PARTY UNLESS IN WRITING AND EXECUTED BY A DULY AUTHORIZED OFFICER OR REPRESENTATIVE OF THE SELLING PARTY.

10. 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, retain all monies received or otherwise, as liquidated damages. Property not paid for and removed within the time allowed herein may be resold at public or private sale or otherwise disposed of by SELLER 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 SELLER, the sale may be voided. The record of sale kept by SELLING PARTIES and its bookkeeper(s) will be taken as final in the event of any dispute raised by BUYER.

11.INDEMNIFICATION: BUYER agrees to be responsible for, and agrees to indemnify, save and hold harmless the SELLING 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 Propert, 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 relevant OSHA or NACOSH requirements, or for proximate, incidental, liquidated, punitive, consequential, or similar 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.

12.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 SELLING PARTY AND BUYER RELATING TO THE SUBJECT MATTER HEREOF OR THEREOF, AND/OR THE RELATIONSHIP THAT IS BEING ESTABLISHED BETWEEN SELLER AND BUYER.

13.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. Their Transaction Documents shall constitute the entire agreement of the parties with respect to the subject matter hereof. No amendments or modifications to the Transaction Documents shall be valid unless in writing and signed by all 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.

14.IMPORTANT NOTICE Nothing herein shall be construed as (i) constituting the creation of an agency, partnership, joint venture, fiduciary or similar relationship between SELLING PARTIES and any person; (ii) an approval or commitment to sale by SELLER to any person; and all transactions are subject to final investment / compliance approval by  SELLING PARTIES 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 by the SELLING PARTIES. The following content is fixed for this auction. The SELLING PARTIES do not pack, ship, store, crate, or rig items. BUYER may either pick up their items at the designated auction site personally or can arrange for a third-party logistics firm to manage the removal process for them. If someone other than the registered BUYER at the sale is designated to pick up those purchased assets, the BUYER must: 1) Contract with an independent logistics firm or other representative who will dismantle, crate, pack, or ship your purchased items; and 2) Coordinate the removal of those purchased items to meet the time deadlines indicated in the Transaction Documents. SELLING PARTIES do not ship the items or obtain/prepare any export licenses or US Customs documents. BUYER and its logistics service providers must leave the site and surrounding property in the same original condition after removal of the Property and BUYER is responsible for any damage to the site or such surrounding property caused by Property removal.  Link Auctions may find and display one or more local logistics service providers who understand our removal process, offer specific services, and have certain skills and capacities. We offer this service to you without representations or warranties of any kind whatsoever. Link Auctions is not affiliated with any machinery rigging, transport or export company. We provide the names and contact information of available companies solely as a courtesy to our BUYER The SELLING PARTIES do not endorse or guarantee the services of any machinery rigging, transport, or export company, and cannot be held responsible for any damage, omission or other problems incurred as a result of the actions of those companies. BUYERs are encouraged to utilize a service provider of their choice, provided they supply the SELLING PARTIES with the required forms and insurance certificates.