Sales Terms All items have approximate quantities from last inventory, subject to prior sale, sizes, dimensions, manufacturer and specifications. Typical inventory quantities are accurate within five (5) percent. It is the buyer’s responsibility to verify and or request any data in writing. The article you receive may have cosmetic variances from the photographed item. THE SELLER WILL NOT WAIVE ANY TERM OR CONDITION CONTAINED HEREIN AND PUTS ALL BUYERS ON STRICT NOTICE THAT THESE TERMS SHALL BE ENFORCED. ALL MATERIALS OFFERED FOR THE SALE (the "items") ARE LOCATED IN MANHEIM, PENNSYLVANIA. INSPECTION MAY ONLY TAKE PLACE BY APPOINTMENT ONLY. 1. REMOVAL: All items must be picked up within FIFTEEN BUSINESS DAYS of the sale. The Buyer is responsible for removal of item(s). Items can only be removed once full payment is received. Buyer shall prepare items for loading onto their transport; F.O.B. on site. Upon failure of the Buyer to collect goods within FIFTEEN BUSINESS DAYS, the Seller shall have the option in its sole discretion of removing and storing the purchased items at the expense and risk of the Buyer or may resell the purchased items without notice at public sale or otherwise dispose of goods at the sole risk and expense of the Buyer. The Buyer shall remain liable for any losses, expenses and damages arising from the Buyer's failure to make payment or to obtain the purchased items within the time specified by the Seller. The Buyer hereby indemnifies and holds the Seller harmless against all losses, damages, expenses, including legal fees and transportation expenses arising directly or indirectly from the Buyer’s failure to make timely payment or to pick up purchased items within the time(s) specified by the Seller. 2. NO WARRANTIES – The equipment sold pursuant to this agreement is provided on an “as is, where is and with all faults” basis, without any warranties or representations, express or implied, including, without limitation, warranties of quality, performance, non-infringement, merchantability or fitness for a particular purpose. Buyer has examined the equipment independently of seller, determined that the design and quality of the equipment is satisfactory to buyer and meets the needs of the buyer. Buyer assumes all risk and liability resulting from the ownership, use, condition, location, maintenance, repair and/or operation of the equipment from and after the effective date. 3. COMPLIANCE WITH TERMS OF SALE: In default of payment of the purchase price in full within the time therein specified, items not paid for and removed within the time allowed herein may be resold at public or private sale without further notice (by the seller), and any deficiency, together with all expenses and charges of resale including legal fees, will be charged to the defaulting Buyer. 4. RIGHTS RESERVED: The Seller reserves the right to reject any bid. The highest Buyer acknowledged by the seller will be the buyer. In the event of any dispute between Buyers, or in the event of doubt on the part of us as to the validity of any bid, the seller will have the final discretion either to determine the successful Buyer or to reoffer and resell the article in dispute. If any dispute arises after the sale, the Seller's sale record is conclusive. The Seller further reserves the right to withdraw any item(s) at any time before the actual sale. 5. OWNERSHIP: Title to the Equipment obtained from Seller and purchased by Buyer shall vest in Buyer at the time the Equipment is retrieved by Buyer from the Facility. Seller will provide Buyer with a designated area at the Facility for retrieval. Buyer will communicate to Seller prior to retrieval what Buyer representative will take delivery of the Equipment and transport the Equipment to Buyer and the Buyer is responsible for all cost related to the Equipment move. 6. RECORDS: The record of sale kept by the Seller will be taken as final in the event of any dispute. 7. INDEMNIFICATION: Buyer shall indemnify, defend, protect and hold harmless Seller, its Affiliate(s) (as hereinafter defined) and its and their officers, employees, agents, representatives, successors and assigns (collectively, the “Seller Group”) from, against and in respect of any and all losses, damages, liabilities, claims, costs and expenses (including reasonable legal fees), interest, penalties and deficiencies resulting from or arising out of: (i) any failure by Buyer to fully perform and observe obligations and conditions to be performed or observed by Buyer under this Agreement, (ii) injury to or death of any member of the Seller Group, any employee, representative, agent and/or invitee of Buyer (collectively, the “Buyer Group”) arising out of the transactions contemplated by this Agreement, (iii) damage to the property of any member of the Buyer Group or Seller Group arising out of the transactions contemplated by this Agreement, (iv) any environmental claim of whatsoever nature arising from the removal, transport or operation of the Equipment by the Buyer Group, or (v) any other failure, injury, death, or damage resulting from or arising out of Buyer’s retrieval, storage, handling, possession, transportation, resale, modification and/or use of the Equipment, however such failure, injury, death or damage may be caused, whether caused or alleged to be caused by the negligence of any party or third party, the conditions of the Facility or otherwise. For purposes of this Agreement, “Affiliate” shall mean with respect to Seller, (i) any entity which directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, Seller, or (ii) any person who is a director or executive officer (x) of such entity, (y) of any subsidiary of such entity, or (z) of Seller or any other entity described in clause (i) above. For purposes of this definition, “control” of an entity shall mean the power, direct or indirect, (i) to vote or direct the voting of more than ten percent (10%) of the outstanding shares of stock of such entity, or (ii) to direct or cause the direction of the management and policies of such entity, whether by contract or otherwise. 8. SHIPPING: The Seller will contact the Buyer for shipping arrangements ONLY when the equipment has been paid in full. All pickups are by appointment only. 9. COMPLIANCE WITH LAWS: Buyer shall obtain all licenses, permits and approvals required by any government entities applicable to the Equipment and shall comply with all applicable federal, state and local laws, regulations, statutes and ordinances, now or hereafter enacted in connection therewith (collectively “Applicable Laws”). Buyer shall be solely responsible for payment of any federal, state and local sales, use and excise taxes and any other taxes or duties of any nature whatsoever assessed upon or with respect to the Equipment, or otherwise arising from this Agreement and the transactions contemplated hereby. 10. MISCELLANEOUS: This Agreement shall constitute the entire agreement of the parties and shall not be contradicted, amended or otherwise modified, except by an instrument in writing signed by the parties. This Agreement shall be governed and construed in accordance with the laws of the State of Delaware. The parties hereto consent to the non-exclusive jurisdiction of the state or federal courts located in Dover, Delaware for any dispute arising out of this Agreement. In the event that any of the terms of this Agreement become or are declared to be illegal by any court of competent jurisdiction, such term(s) shall be null and void and shall be deemed deleted from this Agreement. All remaining terms of this Agreement shall remain in full force and effect. The rule of construction that ambiguities in an agreement are to be construed against the drafter will not be invoked or applied in any dispute regarding the meaning or interpretation of any provision of this Agreement. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which shall together constitute one document. 11. ADDITIONAL TERMS AND CONDITIONS - Additional terms or conditions of sale may be added by Seller by announcement or posted on the premises prior to the sale.