TERMS AND CONDITIONS OF SALE
1. Definitions. The term “Contract” shall mean the terms and conditions
provided in this Purchase Terms and Conditions, together with all documents
specifically referenced herein and any written sales agreement that attaches,
incorporates, or otherwise references these terms and conditions. The term
“Auction Industries” shall refer to Auction Industries LLC or its subsidiary or
affiliate executing this Contract. The term “Buyer” shall refer to the party
purchasing the Products pursuant to this Contract. The term “Products” shall
mean the goods or materials sold by Auction Industries under this Contract.

2. Acceptance and Terms and Conditions. The purchase of the Products
sold pursuant to this Contract (the “Products”) is conditioned upon the terms
and conditions of this Contract (the “Terms”). To the extent any other terms
or conditions conflict herewith, including, without limitation, Buyer’s standard
printed terms and conditions on Buyer’s proposal, order acknowledgment,
invoice or otherwise, this Contract shall govern transactions between Auction
Industries and Buyer notwithstanding the conflicting provisions of such other
terms and conditions.

3. Pricing. Unless otherwise specified in the Contract, prices for Products
are in U.S. dollars. No credits, discounts, or price decreases of any kind, or
any other action that has the effect of decreasing the payment to Auction
Industries shall be allowed unless specifically agreed to by Auction Industries
in writing. Any applicable sales, use or federal or state taxes shall be shown
separately on the invoice.

4. Warranties. Auction Industries warrants that all Products sold to Buyer
will be free of any claim of any nature by any third person and that Auction
Industries shall convey clear title to Products to Buyer. EXCEPT AS
SPECIFICALLY NOTED IN THIS CONTRACT, AUCTION INDUSTRIES EXPRESSLY
DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY,
WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES
UNDER THE UNIFORM COMMERCIAL CODE, ANY IMPLIED WARRANTY OF
MERCHANTABILITY, AND ANY IMPLIED WARRANTY FOR FITNESS FOR A
PARTICULAR PURPOSE.

5. Assignment. Unless Auction Industries has provided prior written
consent, any partial or complete assignment by Buyer of right(s) or delegation
of obligation(s) hereunder shall be void.

6. Confidentiality. Buyer will keep Confidential all Auction Industries
information received from Auction Industries or on behalf of Auction
Industries, or resulting from this Contract.

7. Delivery / Delays / Title / Risk of Loss. Specific requirements regarding
delivery and packaging of Products shall be detailed in an invoice and/or a
sales agreement. Delivery is not complete until Products have been
transferred to the carrier FOB Auction Industries’ location, at which moment
title and risk of loss associated with the Products shall transfer to Buyer.

8. Foreign Purchases. Buyer agrees that Auction Industries will not be a
party to the importation of the Products, that the transaction(s) represented
by this Contract will be consummated subsequent to importation, that Buyer
will neither cause nor permit Auction Industries’ name to be shown as
“importer of record” on any customs declaration and that Buyer will comply
with all applicable laws, rules and regulations governing foreign purchases
and importation.

9. Waiver. This Contract cannot be rescinded, modified or waived except in
writing, signed by an authorized representative of the party to be charged.

10. Governing Law. This Contract will be governed by, and construed in
accordance with, the law of the State of South Carolina without regard to the
conflict of laws rules of such state.

11. Venue and Jurisdiction. In any action between the parties arising out of
or relating to this Contract or any of the transactions contemplated by this
Contract, each party irrevocably and unconditionally consents and submits to
the exclusive jurisdiction and venue of each of (i) the state courts located in
Chesterfield County, South Carolina, and (ii) the United States District Court
for South Carolina.

12. Payment Terms. The payment terms shall be as indicated on the related
and incorporated invoice or sales agreement.

13. Signatures in Counterpart. This Contract may be executed in several
counterparts, each of which when executed shall be deemed to be an original,
but all together shall constitute but one and the same agreement. An
electronically scanned or facsimile copy hereof shall suffice as an original.

14. Complete Agreement. This Contract, which includes any documents
incorporated herein by reference sets forth the full and complete agreement
of the parties regarding the purchase and sale of Products and supersedes
any and all prior or contemporaneous proposals, agreements,
understandings, representations, statements and courses of conduct between
the parties regarding the Products made prior to the execution of this
Contract, excluding any non-disclosure/confidentiality, bailment or
development agreements previously entered into by the parties.

AUCTION INDUSTRIES, LLC