TERMS OF SALE

An 18% Buyer’s Premium will Apply to All Sales in Addition
to Applicable Local and State Sales Tax.

Set forth below are the terms and conditions (the “Terms”)
that shall apply to every bid or purchase by any party
(“Buyer” or “Bidder”) either directly from New Mill Capital,
LLC (“NMC”) as an owner of any item, goods, fixtures or real
property, or in a transaction (“Transaction”) in which NMC
serves as broker, agent, liquidator or auctioneer for any
third party owner. The Terms apply to every transaction,
including without limitation, public auctions conducted by
NMC and direct purchases by Buyer of any item either before,
after or independent of any public auction.

TERMS AND CONDITIONS

1. All machinery, equipment, merchandise and other
items (the “Goods”) are sold on an “AS IS/WHERE IS” basis
with no warranties or representations whatsoever, either
express or implied. Neither NMC, the consignor or anyone
acting on their behalf, make any warranties or
representations of any kind or nature with respect to the
property, its condition, or its value, and in no event shall
they be responsible for correctness of description,
genuineness, attribution, provenance, title, chain of title,
authenticity, authorship and completeness. Prospective
Bidders are strongly urged to contact NMC directly for
detailed information regarding any lot and to conduct their
own inspection of the lots through private or open
inspection dates made available to all prospective Bidders.
No statement (oral or written), including any catalog
description, at any auction, or elsewhere shall be deemed
such a warranty or representation, or any assumption of
responsibility of any kind or nature, whatsoever.
Prospective Bidders are strongly urged to contact NMC
directly for detailed information regarding any lot.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, ANY AND
ALL WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE OR
MERCHANTABILITY OF GOODS ARE EXPRESSLY DISCLAIMED.

2. Registration. Buyers must register as Bidders prior
to bidding at any auction sale. All Bidders must provide
their name, company (if applicable), mailing address and
phone number prior to the auction. Bidders are required to
deposit with NMC a valid Visa or MasterCard to secure its
obligations hereunder. Electronic Bidders are required to
provide a valid email address and Visa or MasterCard number,
together with security code. In its sole discretion, NMC
may charge Bidders a registration fee for electronic
bidding. This registration fee will be clearly displayed
during the registration process.

3. Deposits. NMC requires a non-refundable deposit of
not less than twenty five percent (25%) of the Buyer’s TOTAL
PURCHASE PRICE by the end of sale day - with the balance due
by the end of the next business day. The non-refundable
deposit can be in the form of cash, a cashier’s check, or
business check with a bank letter of guarantee or, at NMC’s
option, by way of a charge to the credit card referred to in
Paragraph 2, above. For Electronic Bidders, at its
discretion, NMC may contact Bidders via email or telephone
before or during the sale to require a bank letter of
guarantee or wire transfer as a deposit. If NMC does not
receive a response from its attempts to contact Buyer or if
the Buyer does not provide a deposit, NMC reserves the right
refuse or cancel Buyer’s bids and re-sell Goods. On-line
Buyers shall effect payment in full no later than twenty-
four (24) hours after receiving an invoice from NMC.

4. Invoices & Payment Instructions. Winning Bidders
can request a printed, paper invoice from the Accounting
Manager at the auction or sale location during or after the
sale or auction. Electronic Bidders will be sent an
electronic invoice to the email address provided during
registration. Invoices can be faxed upon request. Detailed
payment instructions for each sale are available in the
printed auction or sale lot catalog at the sale or auction
location on the day of the sale or auction. Electronic
Bidders will be sent detailed payment instructions via email
along with their invoice.

5. Payments. NMC must receive the balance of the total
purchase price no later than the close of business on the
day following the auction (the “Final Payment Date”). All
payments must be in cash, cashier’s or certified check,
federal wire transfer of immediately available funds or a
corporate check accompanied by a bank letter of guarantee,
and all of the foregoing must be in form, scope and
substance acceptable to NMC in its sole discretion. Credit
cards, which are accepted for electronic bidding
registration and for payment of the non-refundable deposit
will not be accepted for payment of the balance of the total
purchase price. No title shall pass to Buyer until the
total purchase price and all Taxes (defined in Section 6
below) have been paid to NMC in collected funds.

6. Taxes. Buyer must also pay to NMC on or before the
Final Payment Date, all sales, export, use, delinquent taxes
due and penalties thereon, and all other applicable taxes
due to any federal, state or local taxing authority (the
“Taxes”) as a result of Buyer’s purchase, including without
limitation, any taxes arising from any Buyer’s Premium (as
defined in Section 7 below). To receive the benefit of any
sales tax exemption, Buyer must supply NMC with a state
sales tax exemption certificate acceptable in form, scope
and substance to NMC in NMC’S sole discretion.

7. Buyer’s Premium. NMC in its sole discretion may
impose a Buyer’s premium (“Buyer’s Premium”) on any Goods
sold. The Buyer’s Premium is a percentage that is added to
the final purchase price of any item. NMC shall charge and
collect from each successful Bidder a buyer’s premium for
each sale at the auction, in addition to the purchase price
as bid. NMC makes the Buyer’s Premium information available
in writing electronically or in printed format prior to each
auction for each of the Goods identified for auction or
sale.

8. Removal. (1) Unless otherwise agreed in writing,
Buyers or their Agents must remove all Goods purchased
before the final removal date and time announced by NMC at
the auction (the “Removal Date”). (2) No Goods shall be
removed until the full purchase price and all applicable
Taxes thereon have been received by NMC in the form required
herein. ANY ITEMS NOT REMOVED ON OR BEFORE THE REMOVAL DATE
SHALL BE DEEMED ABANDONED AND NMC SHALL HAVE NO FURTHER
OBLIGATION TO BUYER WITH RESPECT TO SUCH ITEMS. EXCEPT THAT
BUYER SHALL NONETHELESS BE OBLIGATED TO PAY THE BALANCE OF
THE PURCHASE PRICE INCLUDING ANY BUYER’S PREMIUM AND ANY
ADDITIONAL COSTS INCURRED BY NMC. BUYER CONSENTS THAT NMC
MAY DISPOSE OF ANY AND ALL ITEMS NOT PAID FOR AND REMOVED BY
THE REMOVAL DATE AND MAY RESELL SCRAP, AND/OR OTHERWISE
DISPOSE OF SUCH ITEMS.

9. Buyer shall be responsible for the safe and proper
removal of any Goods purchased by Buyer. NMC does not pack,
ship, store, crate or rig items. Buyers may either pick up
Goods at the designated auction site personally or can
contract with a third party agent to manage the removal
process for them. Before Goods can be removed by an Agent,
Agent must provide NMC with (1) proof of payment in full
(Paid In Full Invoice) and (2) an “Agent Release
Authorization” form which allows NMC to release items to a
third party contractor for shipping, crating or packing
purposes.

10. Goods that cannot be removed from the premises from
“Non-Mechanized” transport must be removed by a qualified,
insured rigger. Before any removal, Buyer must provide NMC
with a certificate of insurance from the rigger, which
certificate must be in form, scope and content acceptable to
NMC in NMC’S sole discretion. Without limiting NMC’S
discretion, such certificate must show that the rigger
carries comprehensive liability insurance written by an
insurance carrier of national standing, in an amount of not
less than two million dollars ($2,000,000.00) and naming NMC
as an additional insured party. Without limiting the
generality of the foregoing, Buyer shall restore and repair
all real and personal property and fixtures that are altered
or damaged as a result of Buyer’s removal of the Goods to a
condition substantially similar to the pre-removal
condition. NMC shall review the repair and make a
determination in its sole discretion, whether the repair is
acceptable to NMC. NMC shall have no responsibility to
disconnect utilities to the sold asset, including electric,
gas, waste and water lines. Buyer is solely responsible for
the proper removal and storage in appropriate containers of
all fluids, oils, hazardous chemicals, etc., from machinery
purchased. Buyer does hereby indemnify NMC, the owner of
the Goods and the owner of the premises in which the Goods
are located, from any and all claims, damages, and losses
arising from Buyer’s actions or actions with respect to the
Goods and Buyer’s presence on the premises in which the
Goods are located, including without limitation, injuries to
persons or property and environmental violations or
contamination. Risk of loss on any Goods shall pass to the
Buyer upon payment in full to NMC of all sums due from Buyer
in respect to the Goods.

11. Small Lot Removal. NMC shall have no responsibility
whatsoever for any missing or lost items that can be removed
by hand if such items have not been removed within forty-
eight (48) hours of the conclusion of the sale. There will
be NO removal of any lots until the auction is complete.

12. Default. Bidders must bid only on those items they
are prepared to pay for and remove in accordance with the
terms and conditions of this sale. All items awarded to
high Bidders must be paid for by the Final Payment Date and
removed by the Final Removal Date. IN THE EVENT BUYER FAILS
TO PERFORM CONTRACTUAL OBLIGATIONS (PAYMENT AND REMOVAL).
BUYER WILL BE DEEMED TO BE IN DEFAULT AND NMC, AT ITS
OPTION, MAY REMARKET AND RESELL THE PROPERTY, IN WHICH
EVENT, BUYER WILL BE LIABLE FOR ALL LOSSES, COSTS OF RESALE
AND ANY OTHER LOSSES TO NMC AS A RESULT OF BUYER’S DEFAULT.


13. After Buyer has removed any item from NMC’S
possession or within two (2) days of the date of the
auction, whichever is sooner, NMC shall have no obligation
to make any adjustment or accommodation to Buyer because of
any mistake in quantity or other defect or problem with
respect to such item. Buyer must make all requests for
adjustments in writing to NMC before any item is removed
from the premises where the auction is conducted.

14. NMC shall not be responsible for any damages, loss
or theft of Goods except in the case of NMC’s willful
misconduct. Without limiting the foregoing, NMC shall not
be responsible for damages or losses caused by strikes,
civil disorders, acts of nature, or acts of God.

15. If for any reason NMC is unable to deliver any Goods
purchased by Buyer, NMC’S sole liability shall be to return
all sums paid by Buyer to NMC in respect of such Goods.
Buyer/Bidder hereby agrees that under all possible
circumstances, NMC’s maximum liability in any and all
auctions and sales transactions is hereby limited to the
purchase price actually paid by the Buyer or Bidder for the
applicable sale or auction transaction.

16. Minimum or Reserve Prices. NMC, in its sole
discretion, reserves the right to establish a reserve or
minimum price on any Goods without having to announce, post
or publish notice to attendees and buyers at any auction.
NMC reserves the right to confirm or reject the final bid.
Further, NMC, and/or its affiliates or subsidiaries, may bid
at the auction either for its own account or on behalf of a
third party.

17. Absentee Bids. By completing an “Absentee (Proxy)
Bidder Form,” Bidders may appoint NMC to be an agent and
proxy for the sole purpose of purchasing the items listed
when the Bidder CANNOT bid on the day of the sale. ALL BIDS
ARE FINAL AND BINDING and DO NOT include any applicable
buyer’s premiums and sales taxes. NMC will bid up to the
specified maximum bid amount to win the item, using only the
amount needed to win the item. NMC has complete discretion
whether and when to accept Proxy bids. The auctioneer’s
announcements at the time the lot is sold take precedence on
any and all published materials. Proxy Bidders will be
notified only if they have been declared the high bid.
Notification will take place in the form of an electronic
invoice, which will be sent to the email address provided
during registration.

18. NMC, in its sole discretion, reserves the right to
refuse the bid of any person without providing any notice or
reason therefore.

19. NMC, in its sole discretion, shall control all
bidding increments and advances at any auction. NMC
reserves the right to reject any bid that is only a minimal
increase over the preceding bid, that is not commensurate
with the value of the item being offered or that NMC
believes was made illegally or in bad faith. In the event
of a dispute among Bidders, NMC may, in its sole discretion,
either accept what it deems to be the final bid or solicit
further bids on the item in dispute. No returns or refunds
will be permitted, unless authorized by the seller in
writing.

20. NMC reserves the right, in its sole discretion, to
sell items advertised as a public auction sale, on a piece-
by-piece basis or as a complete lot. Without limiting the
generality of the foregoing, NMC may accept a complete lot
bid and then conduct an item by item auction which auction
shall be effective only if the total proceeds therefrom
exceed the amount of the complete bid.

21. All information provided by NMC to a Buyer,
including without limitation, any advertising, lot sales
catalogs or otherwise, is subject to deletions, errors,
additions, and changes without notice. Although information
is gathered from sources thought to be reliable, NMC shall
have no responsibility whatsoever for any information
provided to any attendee or buyers. Every Buyer hereby
agrees to rely solely on the Buyer’s own independent
investigation and inspection of any and all Goods.

22. The auctioneer may add other terms and conditions of
sale, such additional terms and conditions to be announced
prior to the auction.

23. If NMC is selling or auctioning any Goods on behalf
of a third party owner, NMC shall act as an agent only and
shall have no liability whatsoever for the acts of any
owner/principal.

24. Buyer hereby agrees to comply with all US export and
import control and related laws, and acknowledge that NMC is
not the exporter or importer of any purchased item. Certain
items offered for sale at the auction may constitute
“Restricted Technology.” Under federal law, such items may
not be shipped outside the United States. NMC makes no
representation or warranty concerning, and has conducted no
investigation to ascertain which items, if any, constitute
Restricted Technology, or whether any item may have been
imported in violation of any U.S. laws or international
treaties.

25. Each and every Buyer acknowledges that an auction
site is a potentially dangerous place, Flammable, noxious,
corrosive and pressurized substances may be present. Heavy
equipment may be operated and electrical circuits may be
live. Every person enters the auction site at his or her
own risk with notice of the condition of the premises and
the activities that will be or have been conducted on the
premises. No person shall have any claim against NMC, the
seller or their respective agents for any injuries sustained
or for damages to or loss of property that may occur at the
auction site.

26. If the Buyer fails to comply with any of the Terms
and Conditions herein, in addition to the remedies provided
for Default, NMC shall have all rights and remedies
available to it at law and in equity. Without limiting the
generality of the foregoing, NMC may retain all deposits and
partial payments received from Buyer and may resell any
Goods that Buyer fails to purchase. Buyer shall be
responsible for all costs, losses, and damages suffered by
NMC (i) as a result of Buyer’s breach of any of the Terms,
including without limitation, lost profits and consequential
damages, and (ii) incurred in connection with the
enforcement of NMC’S rights, including, without limitation,
legal fees and costs and expenses related to the resale of
Goods, including storage and rigging fees.

27. As a prerequisite to asserting any claims against
NMC, a Buyer must set forth those claims in writing in
sufficient detail to advise as to the particulars of such
claim and deliver it in person or by Certified Mail, Return
Receipt Requested, to NMC within thirty (30) days of the
conclusion of the auction at its address at 23480 Park
Sorrento, Suite 104B, Calabasas, CA 91302. Any dispute of
any nature whatsoever asserted by a Buyer against NMC shall
be instituted within one (1) year of the assertion of its
written claim in a state or federal court in Los Angeles
County, California, which shall have sole jurisdiction over
such dispute. Any claim that NMC may have against the Buyer arising out of its default under the terms of this
Agreement, shall similarly be instituted in the Los Angeles
County of California to which jurisdiction the Buyer
irrevocably consents. Costs and attorneys’ fees shall be
awarded to the prevailing party.