Sale subject to additions AND deletions. Property listed in the auction sale catalog shall be offered for sale or sold by BTM Industrial, and any consignor of such property for whom BTM acts as agent. BTM Industrial strongly recommends to all bidders to thoroughly inspect all items before the auction. All Items are listed to the best of our ability, but are sold AS-IS with no warranty expressed or implied! Under these Terms and Conditions, the term “Bidder” and “Purchaser” shall be used interchangeable and be one of the same. 1. Bidder acknowledges that an auction site is a potentially dangerous place. Flammable, noxious, corrosive and pressurized substances may be present, heavy equipment may be in operation, and electric circuits may be live. Every person at the auction site before, during and after the auction sale, shall be deemed to be there at his/her own risk with notice of the condition of the premises, the activities on the premises, and conduct of third parties; and the bidder shall so advise his/her agents and employees. No person shall have any claim against BTM Industrial, its consignors, agents, employees, directors or principals for any injuries sustained or for damages to or loss of personal property, which may occur from any cause whatsoever. 2. As used herein, the term “Bid Price” means the price at which a lot is knocked down to the Purchaser, and the term “Purchase Price” means the aggregate of (a) the Bid Price, (b) the Buyer’s Premium and other surcharges, if any, and (c) unless Purchaser is exempt by law from the payment thereof, any Federal, Provincial, State or local sales taxes (or compensating use tax of another State), and any other applicable taxes. Unless exemption from such taxes is established to the satisfaction of BTM Industrial, any Purchaser claiming an exemption will be required to pay the tax to BTM Industrial and seek a refund directly from the taxing authorities. 3. A sale to the highest Bidder shall be complete upon the auctioneer’s call, with the highest Bidder purchasing the offered lot, in accordance with all the conditions set forth herein, including Purchaser (a) assuming full risk of loss and responsibility thereof, see Point 8 below, (b) immediately making a deposit of not less than twenty-five percent (25%) of the Purchase Price, and (c) paying to BTM the balance of the Purchase Price in full within forty- eight (48) hours after the auction sale for all lots purchased. No lot may be removed until the Purchase Price is paid in full for all lots purchased. To prevent miss-delivery and inconvenience in settlement of a purchase, no lot may be transferred prior to removal by the Purchaser. 4. If the conditions herein or any other applicable condition(s) are not complied with, in addition to other remedies available by law to BTM Industrial and/or its consignors, including but without limitation, the right to hold the Purchaser liable for the Purchase Price, BTM may, at its option, either (a) cancel the sale in part or in full, retaining as liquidated damages all payments made by Purchaser or (b) resell the property, either publicly or privately, after three (3) days notice to the Purchaser and for the account and risk of the Purchaser, and in such event the Purchaser shall be liable to BTM for any deficiency if the resale is less than the Purchase Price, plus all costs, including warehousing, the pro-rate share of expenses of both sales including reasonable attorneys fees, BTMs’ commission, plus all other charges due here under and incidental damages suffered by BTM or its consignor. 5. Only cash, wire transfer, bank draft or certified check will be accepted as payment of the Purchase Price. Personal or company checks may be accepted by BTM, at its sole option, on the condition that they must be accompanied by a letter from the Purchaser’s bank unconditionally guaranteeing payment of the Purchase Price in full of items purchased. 6. BTM reserves the right to withdraw any property at any time before actual sale. Sale of any property shall not be considered as COMPLETED untilthe property is in the hands of the high bidder. If for any reason a consignor needs to withdraw an item that had been in auction and the high bidder has NOT taken possession, the high bidder would be entitled to return of their original high bid, any buyers premium and loading / Shipping & Handling fees paid. The high bidder agrees they would not be entitled to any other form of compensation. In addition, BTM Industrial, its agents, subsidiaries and / or consignorretain the right to bid on any items in this sale, any bids / purchases made would being held subject to the same buyer's premium and other terms and conditions as other bidders as stated in this agreement. BTM Industrial also reserves the right to reject a bid from any Bidder. In the event of any dispute between bidders, or in the event of doubt on the part of BTM as to the validity of any bid, the auctioneer shall have the sole discretion either to determine the successful bidder or to re-offer and resell the lot in dispute. If any dispute arises after the sale, BTM's sales record shall be conclusive in all respects. 7. BTM Industrial reserves the right to reject a bid from any Bidder. The highest Bidder as acknowledged by the auctioneer shall be the Purchaser. In the event of any dispute between bidders, or in the event of doubt on the part of BTM as to the validity of any bid, the auctioneer shall have the sole discretion either to determine the successful bidder or to re-offer and resell the lot in dispute. If any dispute arises after the sale, BTM`s sales record shall be conclusive in all respects. 8. Purchase of any lot is at the Purchaser’s risk with risk of loss immediately passing to Purchaser upon the auctioneer’s call. Neither BTM, nor its consignors, have any liability of any nature whatsoever to Purchaser if the lot is not delivered to Purchaser due to fire, theft, damage, or any other cause. 9. All lots purchased shall be removed in their entirety from the site at Purchaser’s sole cost and responsibility and by the date as specified in the auction catalog or as posted or announced at the sale. No items may be removed before termination of the sale. Removal shall be at the sole risk and liability of the Purchaser or Purchaser’s agent, and only after Purchaser has provided BTM satisfactory proof of insurance by Certificate of Insurance or otherwise. Purchaser shall fully indemnify BTM and its consignors for any loss arising from damage to any person or property caused to any extent by Purchaser’s removal of the lots purchased. 10. Purchaser is solely responsible to secure all safety equipment as may be necessary and prudent to meet all government safety standards in using, operating or removing lots purchased. 11. If BTM or its consignor is unable to deliver any lot or any necessary documentation required in respect of any lot, their sole and exclusive liability shall be the return of any monies paid on such lot. 12. Absolutely no warranty or representation, written or oral, is given with any lot. All statements contained in BTM’s catalog, website, marketing material or by the auctioneers, or in any bill of sale, invoice or elsewhere as to description, size, quantity, quality, capacity, model, serial number, measurements or condition, are approximated statements and shall not be deemed to be representations or warranties, oral or written, with respect to any lot. No sale is invalid or made void by reason of any flaw in a lot or by reason of a lot being incorrectly described, and BTM will not be liable and no compensation will be paid for any such fault or error of description. 13. All property is sold “AS IS, WHERE IS”. Neither BTM nor the consignor makes any representation or warranty, oral or written expressed or implied, as to the merchant-ability, fitness for a particular purpose, condition of the property, correctness of the description, condition, capacity, age or any other details used to describe the property. Absolutely NO RETURN of sold goods, NO REFUNDS, and NO EXCHANGES will be permitted. 14. Owners of the machinery have the right to add or remove lots as needed. If item has been paid for, a full refund will be given if lot is deemed not available anymore. 15. International Customs Paperwork: If BTM resources are needed to complete more than basic export paperwork, additional adminstrative charges may apply depending on the request. 16. AUCTIONEER is defined as BTM Industrial Corporation acting as the auctioneer of LOTS, seller of LOTS, and who may from time to time be the legal owner of LOTS. 17. BIDDER is defined as the individual, sole proprietor, limited partnership, partnership, limited liability company, corporation, trust, administrator, agent, executor, legal representative, assignee, successor in interest, trustee, trustor, officer, director, manager, or any and all other types or forms of business entities not specifically identified herein as well as the authorized signor on behalf of the business entity that enters into this AGREEMENT by signing this AGREEMENT. BIDDER by complying with the terms of this AGREEMENT shall be authorized by AUCTIONEER, at AUCTIONEER’S sole discretion, to bid on LOTS. 18. LOTS are defined as any items, of any type whatsoever, offered by AUCTIONEER to be bid upon by BIDDERS at the time of any auction or other sale conducted by AUCTIONEER. 19. OWNER is defined as any person or entity, of any type whatsoever, who is the legal owner of any items at the time that AUCTIONEER places said items into LOTS to be bid upon by BIDDERS. Additional Terms & Conditions: 1. In consideration of the sale price paid to GM, GM does hereby sell, assign, transfer, and set over to Buyer all right, title, and interest of GM in and to the personal property identified on Exhibit A (Property). Delivery of the Property will be determined between GM and the Buyer, this is an estimate only, and GM shall have no liability to Buyer, or anyone claiming through Buyer, for its failure to deliver the Property on that date even if due to the negligence of GM or its agents. GM will not be used as a warehouse. If GM has attempted to release Property in three (3) attempts with no response from the Buyer, GM will send one last notice advising Buyer to remove Property. If Buyer does not comply, GM will consider the Property not wanted and proceed with additional opportunities. 2. GM warrants that it is the owner of the Property free and clear of any liens or other encumbrances. Except for warranty of title, the Property is sold AS IS, WITH ALL FAULTS AND WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY OF FITNESS FOR PARTICULAR PURPOSE AND ANY WARRANTY OF NON[1]INFRINGEMENT OF THE PROPRIETARY RIGHTS OF THIRD PARTIES; GM HEREBY DISCLAIMS AND BUYER HEREBY WAIVES ANY OBLIGATION, LIABILITY, RIGHT, CLAIM, OR DEMAND IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, PATENT INFRINGEMENT, OR OTHERWISE WITH RESPECT THERETO. Without limiting the generality of the foregoing, Buyer acknowledges and agrees that General Motors, neither represents nor warrants that the Property will operate satisfactorily in Buyer's facilities or that any such items comply with any applicable federal, state, or local laws, ordinances, regulations, or standards, including, but not limited to, regulations and standards promulgated under federal and state environmental or occupational safety and health laws. 3. Buyer acknowledges that it has been afforded full and complete opportunity to inspect and investigate, has inspected and investigated the Property, and is purchasing the Property “as is,” based solely upon its own evaluation of the property. 4. The sale of Property is FCA GM's facility; delivery of the Property takes place, and title and risk of loss to the Property passes from GM to Buyer, upon the loading of such items on the trucks of the carrier selected by Buyer. GM shall be responsible for disconnecting, dismantling, and basic shipping preparation (not to include special requirements such as crating, etc.), and loading of the Property onto the truck(s) of the carrier selected by purchaser to transport such items. All transportation methods must be less than 10 years old and in good condition as determined by the local GM facility. 5. GM shall bear the risk of loss of the property until such time as they are delivered to the Buyer; provided however, in the unlikely event that the property becomes unavailable, lost, damaged or destroyed by any cause whatsoever (excluding, however, any caused by the acts or omissions of Buyer or its agents) this Agreement shall terminate with respect to such items. Any purchase price paid will be returned to the Buyer. GM shall have no other liability to the Buyer with respect to such lost or damaged property. 6. GENERAL MOTORS, SHALL NOT BE LIABLE TO BUYER FOR ANY INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES ARISING OUT OF ANY ACT OR OMISSION REFERRED TO IN OR RELATED TO THE PERFORMANCE OF THIS AGREEMENT, OR TO THE USE, OPERATION, OR MAINTENANCE OF THE PROPERTY BY ANY PERSON, WHETHER OCCASIONED BY BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, ENVIRONMENTAL PATENT INFRINGEMENT, OR OTHERWISE. 7. Buyer, at its sole expense, shall defend, indemnify and hold harmless GM, its officers, directors, agents, and employees, from all claims, suits, liabilities, damages, and losses (including death, personal injury and property damage), judgments, obligations, fines, penalties, costs of defending or settling (including attorney’s fees and court costs) of any kind or character (whether based on breach of contract, breach of warranty, tort (including strict liability), intellectual property rights or otherwise), arising out of or related to (a) the breach by Buyer of its obligations under this Agreement, or (b) the acts or omissions of Buyer, its agents or employees, (c) the transportation, operation, use, handling, storage, sale, transfer or disposal of the Property, or any products produced from or with the Property after delivery of the Property to Buyer. 8. Buyer acknowledges that the sale of the Property does not include any sale, transfer, or assignment of any patents, licenses, or technical information with respect to the Property. 9. Buyer also acknowledges that it is not acquiring any rights in or to any trade names or trademarks of General Motors, under this Agreement, and agrees not to use any trade name or trademark of General Motors, in connection with the manufacture, sale, or service of any goods produced with the Property. Buyer shall conspicuously mark and identify any goods produced by it utilizing the Property as being the products of Buyer. 10. Buyer also acknowledges that the Property may be subject to federal, state or local environmental laws or regulations, including, but not limited to CERCLA, RCRA, TSCA and DOT. Buyer represents that the Property is usable, valuable and that Buyer has an intended use for the Property. If, subsequent to transfer of title to Buyer, Buyer forms an intent to dispose of any of the Property, Buyer agrees to conduct any disposal activities in compliance with all laws. 11. Buyer shall comply with all applicable laws, rules, regulations, orders, conventions, ordinances or standards of the country(ies) of destination or that relate to the manufacture, labeling, transportation, importation, exportation, licensing, approval or certification of the Property or goods produced with the Property, but not limited to, those relating to environmental matters, wages, hours and conditions of employment, subcontractor selection, discrimination, and occupational health/safety. Buyer further represents that it will not utilize slave, prisoner or any other form of forced or involuntary labor in connection with the refurbishment or use of the Property or goods produced with the Property. At GM’s request, Buyer shall certify in writing its compliance with the foregoing. 12. Buyer shall pay any and all sales, use, transfer, filing, and other similar taxes or governmental charges with respect to the sale or purchase of the Property. 13. The Terms and Conditions of Sale shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective successors and assigns. This Terms and Conditions of Sale shall be governed by, and construed in accordance with, the laws of the jurisdiction of the GM plant at which the Property was located. 14. GM has the right to retract a lot or bid at any time. 15. Export Compliance End-User Certification: The Terms and Conditions of Sale, including the certification of compliance with export control laws, constitutes the entire agreement between the parties, and supersedes all prior and contemporaneous agreements and negotiations. Buyer understands that the equipment, part(s), hardware, software and/or technology purchased from General Motors are subject to United States export control and sanctions laws, regulations, orders and requirements, as they may be amended from time to time. As the buyer, you hereby represent and certify that your organization assumes responsibility for compliance with all U.S. and applicable export laws and regulations. Furthermore, any equipment, part(s), hardware, software, and/or technology sold by General Motors will not be, directly or indirectly: a. Exported, re-exported, released, transferred, sold, supplied, and/or transferred in violation of any applicable export control law, rule, regulation and/or sanction. b. Shipped to or transshipped through any country currently under an embargo by the U.S. government (Cuba, Iran, North Korea, Sudan, Syria and the Crimea region of the Ukraine); c. Used in the design, development, production, stockpiling, handling, operation, maintenance, or storage, detection, identification, dissemination, or use of nuclear devices, missiles which includes civil use rockets, launch vehicles and unmanned air vehicles, or chemical or biological weapons; d. Transferred or disclosed to any individual or entity identified on a U.S. government restricted party list; or e. Exported, re-exported, released, transferred, sold, and/or supplied to any military, paramilitary, defense and/or security organization and/or used in a vehicle designed for any military, paramilitary, or governmental security application without your organization first obtaining all required licenses and approvals. NOTE: GM WILL NOT BE THE EXPORTER OF RECORD. IF AN EXPORT LICENSE IS REQUIRED, NO SHIPMENT WILL TAKE PLACE UNTIL A COPY OF SUCH LICENSE HAS BEEN FORWARDED TO GM FOR REVIEW AND ACCEPTANCE. The Terms and Conditions of Sale may only be modified, amended, or supplemented by written amendment executed by authorized representatives of the parties. Failure by either party to enforce any term or condition herein or to exercise any of its rights hereunder, shall not be construed as thereafter waiving such terms, conditions or rights. In no event shall any course of dealing, custom or usage of trade modify, alter or supplement any of the terms or provisions contained herein.