TERMS OF SALE

Set forth below are the Terms
and Conditions (the "Terms")
that shall apply to any
purchase by any party (a
"Buyer")
either directly from
Perfection Industrial Sales
(PIS) or in
a transaction (a
"Transaction") in which PIS
serves as
broker, agent, liquidator or
auctioneer for any third party
owner. The Terms apply to all
Transactions, including
without limitation, public
auctions conducted by PIS and
direct purchases by Buyer of
any item either before, after
or independent of any public
auction. By using or accessing
any and all PIS services and
or Websites you agree your
have
read and understand the Terms
stated herein and are bound to
these Terms. You may not use
or access any and all PIS
services if you do not agree
to the Terms stated herein

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 expressed or
implied. Neither PIS nor the
consignor makes any warranties
or representations of any kind
or nature with respect to the
property or it's value, and in
no event shall they be
responsible for correctness of
description, genuineness,
attribution, provenance,
authenticity, authorship,
completeness, condition of the
property or estimate of it's
value. No statement (oral or
written) in the catalog, at
the
auction, or elsewhere shall be
deemed such a warranty or
representation, or any
assumption of responsibility.
Prospective bidders are urged
to contact PIS directly for
detailed information regarding
any lot. WITHOUT LIMITING THE
GENERALITY OF THE FOREGOING,
THE WARRANTIES OF FITNESS FOR
A
PARTICULAR PURPOSE AND
MERCHANTABILITY are expressly
disclaimed.

2. Registration. Buyers must
register prior to bidding at
any auction sale and must be
of legal capacity to enter
into
this agreement. All bidders
must provide their name,
company
(if applicable), mailing
address and phone number prior
to
the auction. By registering
you represent and warrant any
and all Buyer Information is
accurate and complete. It is
solely the Buyers
responsibility to maintain
current Buyer
Information for completeness
and accuracy. PIS reserves the
right to deny and or terminate
Registrations at any time at
its sole discretion without
notification. PIS reserves the
right to deny usage and access
of PIS Services and Websites
at any time without notice or
liability to any persons or
third parties. When
applicable, Electronic bidders
are
required to provide a valid
email address and Visa or
MasterCard number. At its
discretion, PIS may charge a
registration fee for
Electronic bidding. This fee
will be
clearly displayed during the
registration process. THE
BIDDER AUTHORIZES PIS TO
CHARGE LIQUIDATED DAMAGES TO
THE
CREDIT CARD LEFT ON FILE
DURING THE REGISTRATION
PROCESS.
(See section 9 "Default"
below.)

3. Deposits. PIS requires a
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. This can be
in the form of cash, a
cashiers check, or business
check with a bank letter of
guarantee for Onsite auctions.
For Electronic bidders, at
its discretion, PIS may
contact bidders via email or
telephone before or during the
sale to provide a bank letter
of guarantee or wire transfer
as a deposit. If PIS does not
receive a response from its
attempts to contact Buyer or
if
the Buyer does not provide a
deposit, PIS reserves the
right
to refuse or cancel Buyer's
bids and re-sell Goods.

4. Invoices & Payment
Instructions. For Onsite and
Webcast
auctions, winning bidders can
request a printed paper
invoice from the Accounting
Manager at the sale location
during or after the sale.
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 lot catalog at the
sale location on the day of
the
sale. Electronic bidders will
be sent detailed payment
instructions via email along
with their invoice.

5. Payments. PIS 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 by cashier's
or certified check, federal
wire transfer of immediately
available funds or a corporate
check accompanied with a bank
letter of guarantee, and all
of the foregoing must be in
form, scope and substance
acceptable to PIS. Credit
cards are accepted for
payment,
Electronic bidding
registration and for
Liquidated Damages
in the event of a default. If
paying by credit card, the
exchange rate for sales
conducted in foreign
currencies will
be posted the day of the sale
and will be based upon the
current currency conversion
rates. Without limiting PIS
discretion, no corporate
checks without a bank
guarantee and
no personal checks will be
accepted. No title shall pass
to
Buyer until the total purchase
price and all Taxes have been
paid to PIS in collected
funds.

6. Taxes. Buyer must also pay
to PIS on or before the Final
Payment Date, all sales,
export, use and other 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 below). To receive the
benefit of any tax exemption,
Buyer must supply PIS with a
sales tax exemption
certificate
acceptable in form, scope and
substance to PIS in PIS sole
discretion.

7. Buyer's Premium. PIS in its
sole discretion will 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.
For online auctions, PIS shall
charge and collect from each
successful bidder a 18%
buyer?s premium if paying by
credit card or 15% buyer's
premium if paying by
cashier?s or certified
check, federal
wire transfer or corporate
check for each sale at the
auction, in addition to the
purchase price as bid.

8. Removal. (1) Buyers or
their Agents must remove all
Goods
purchased before the final
removal date and time
announced
by PIS 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 PIS in the
form required herein. Any
Goods not removed on or before
the
Removal Date shall be subject
to storage charges that PIS
may in its discretion impose.
ANY ITEMS NOT REMOVED ON OR
BEFORE THE REMOVAL DATE SHALL
BE DEEMED ABANDONED AND PIS
SHALL HAVE NO FURTHER
OBLIGATION TO BUYER WITH
RESPECT TO
SUCH ITEMS. (See also #8C.)

8A. Buyer shall be responsible
for the safe and proper
removal of any Goods purchased
by Buyer. PIS 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 PIS with
(1) proof of payment in full
(Paid In Full Invoice) and (2)
an "Agent Release
Authorization" form which
allows PIS to release items to
a
third party contractor for
shipping, crating, rigging or
packing purposes.

8B. Goods weighing more than
100 pounds must be removed by
a
qualified, insured rigger.
Before any removal, Buyer must
provide PIS with a certificate
of insurance from the rigger,
which certificate must be in
form, scope and content
acceptable to PIS in PIS sole
discretion. Without limiting
PIS discretion, such
certificate must show that the
rigger
carries comprehensive
liability insurance written by
an
insurance carrier of national
standing and in an amount of
not less than two million
dollars ($2,000,000.00).
Without
limiting the generality of the
foregoing, Buyer shall
restore and repair all real
and personal property that is
altered or damaged as a result
of Buyer's removal of the
Goods. PIS shall have no
responsibility to disconnect
utilities to the sold asset,
including electric, gas, waste
and water lines. Buyer is
solely responsible to properly
remove and store in
appropriate containers all
fluids, oils,
hazardous chemicals, etc.,
from machinery purchased.
Buyer
does hereby indemnify PIS, 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 PIS of all sums due
from Buyer in respect to the
Goods.

8C. Small Lot Removal. PIS
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.

9. 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 are contractually
theirs and 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) AS
SPECIFIED IN THIS INVITATION
TO
BID, THE FOLLOWING ACTION
APPLIES: PURCHASER WILL
AUTOMATICALLY BE PLACED IN
DEFAULT. THIS IS YOUR OFFICIAL
NOTICE OF DEFAULT. Upon
default, the purchaser shall
lose
all right, title, and interest
which he/she might otherwise
have acquired in and to such
property as to which default
has occurred. PIS will re-
market and re-sell this
property.

9A. Payment Default. Failure
to pay invoices in full by the
Final Payment Date in
accordance with payment terms
will
subject Bidder to pay as
Liquidated Damages a sum equal
to
the lesser of (1) 20 percent
of the invoice price of the
item(s) as to which the
default has occurred, or (2)
the
full amount of the difference
between the original invoice
price and the re-sold price
plus any expenses incurred to
re-market or re-sell these
items. IF PIS HAS NOT RECEIVED
PAYMENT FOR WINNING BIDS
WITHIN 24 HOURS OF THE FINAL
PAYMENT DATE, THE BIDDER
AUTHORIZES PIS TO CHARGE
LIQUIDATED
DAMAGES TO THE CREDIT CARD
LEFT ON FILE DURING THE
REGISTRATION PROCESS.

9B. Removal Default. Failure
to remove items by the Final
Removal Date in accordance
with removal terms will
subject
Bidder to pay as Liquidated
Damages the full amount of the
expenses incurred to store or
transport items until they are
re-sold. IF BUYER HAS NOT
REMOVED ITEMS WITHIN 24 HOURS
OF
THE FINAL REMOVAL DATE, THE
BIDDER AUTHORIZES PIS TO
CHARGE
LIQUIDATED DAMAGES TO THE
CREDIT CARD LEFT ON FILE
DURING
THE REGISTRATION PROCESS.

10. After Buyer has removed
any item from PIS possession,
PIS 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 PIS
before any item is removed
from the premises where the
auction is conducted.

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

12. If for any reason PIS is
unable to deliver any Goods
purchased by Buyer, PIS sole
liability shall be to return
all sums paid by Buyer to PIS
in respect of such Goods.

13. Minimum or Reserve Prices.
PIS, 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. PIS reserves
the right to confirm or reject
the final bid.

14. Absentee Bids. By
completing an "Absentee
(Proxy) Bidder
Form," Bidders may appoint PIS
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. PIS
will bid up to the specified
maximum bid amount to win the
item, using only the amount
needed to win the item. PIS
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.

15. PIS, in its sole
discretion, reserves the right
to
refuse the bid of any person
without providing any notice
or
reason therefore. PIS reserves
the right to deny the usage
and access by any person or
third party of any and all PIS
Services and Websites without
notification.

16. PIS, in its sole
discretion, shall control all
bidding
increments and advances at any
auction. PIS 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 PIS believes was made
illegally or in bad faith. In
the event of a dispute among
bidders, PIS 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.

17. PIS 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,
PIS may accept a complete lot
bid and then conduct an item
by item auction which auction
shall be effective only if the
total proceeds there from
exceed the amount of the
complete bid.

18. All information provided
by PIS to Buyers, 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, PIS shall have no
responsibility whatsoever for
any information provided to
any attendee or buyers. All
buyers shall rely solely on
their own investigation and
inspection of any Goods.

19. PIS reserves the right to
amend any and all of the Terms
and Agreements stated herein
at any time without
notification at PIS sole
discretion. It is the Buyers
responsibility to read and
review the Terms and
Conditions
for each sale. PIS provides
the Terms and Conditions
through
its Websites and in printed
form at on-site auctions.

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

21. Buyers agree to comply
will all US export control and
related laws, and acknowledge
that PIS is not the exporter
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. PIS makes no
representation or warranty
concerning, and has conducted
no investigation to ascertain
which items, if any,
constitute Restricted
Technology.

22. Buyers acknowledge 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 PIS, 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.

23. If the Buyer fails to
comply with any of the Terms,
PIS
shall have all rights and
remedies available to it at
law
and in equity. Without
limiting the generality of the
foregoing, PIS 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 PIS (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 PIS rights,
including, without limitation,
legal fees and costs and
expenses related to the resale
of Goods, including storage
and rigging fees.

24. The following is specific
to the access and usage of PIS
Websites including and not
limited to any and all
features
and applications:
a. Each Registrant will
specify a unique User Name and
Password and it is solely the
responsibility of the
Registrant to maintain the
confidentiality of this User
Name
and Password.
b. Registrants are solely
responsible for any and all
transactions or transmissions
using their User Name and
Password
c. PIS is not responsible for
any and all unauthorized or
compromised usage of the
Registrant?s User Name and
Password. Registrants are
responsible for contacting PIS
in
writing for any and all
unauthorized usage of their
User
Name and Password.
d. Registrants agree they will
not:
i. Disrupt, interfere or
create outages to computer
networks
that directly or indirectly
affect PIS Websites.
ii. Falsely misrepresent or
impersonate any other person
or
entity. Registrants are
forbidden from misrepresenting
a
Registrant?s employment by
or affiliation with any third
party.
iii. Registrants are forbidden
from posting, uploading,
transmitting, publishing or
distributing any and all
information that contains
viruses, code, files or
programs
with the malicious intent of
affecting PIS Websites.
iv. Registrants agree they
will not copy, modify,
reproduce,
distribute or sell any
information or material
provided
through PIS Websites with the
intent of commercially PIS
Services and Websites.
e. PIS is not responsible for
any and all products, content,
information or material
provided by links to or
statements
regarding third party
services. This includes but
not
limited to riggers, shippers,
partners and any third party
services listed.
f. Registrants agree PIS and
its affiliates, including
partners, officers, directors,
employees, agents,
shareholders or co-branders,
are not responsible for any
and
all damages, actual or
alleged, resulting from the
downloading of any information
or materials from PIS
Websites.

25. Buyers agree they will not
participate in any bidding
practices with the intent of
manipulating the bidding. Any
and all forms of collusion
between Buyers are forbidden.
Buyers agree they will not
place bids under false names
or
Buyer Information.

26. PIS reserves the right to
withdraw or sell any assets
contained in an auction prior
to or proceeding the stated
auction period without
notification. PIS reserves the
right
to temporarily or permanently
end an auction prior to or
during the stated auction
period at is sole discretion
without notification. PIS, in
its sole discretion, reserves
the right to extend the stated
auction period without
notification.

27. Buyers agree they will
defend, indemnify and hold
harmless PIS, including its
affiliates, directors,
officers,
employees, agents,
shareholders, co-branders, or
partners,
from and against any and all
claim, loss, damage,
liabilities, judgments, fees
and expenses incurred by PIS,
including its affiliates,
directors, officers,
employees,
agents, shareholders, co-
branders, or partners, through
the
use of PIS Services and
Websites.