ONLINE AUCTION TERMS & CONDITIONS

Welcome to the www.keithmachinery.com online auction
platform. The following terms and conditions are binding
and apply to all online auctions:

1) Keith Machinery sells everything “AS IS” and “WHERE
IS” without any representation or warranty whatsoever, as to
quality, condition, mileage, OSHA safety equipment,
description, merchantability or fitness for any particular
purpose.

2) Registration and Eligibility. The Services and the
Website are only available to persons with the legal
capacity to enter into this Agreement. Keith Machinery may,
at its sole discretion, refuse to accept a person’s (or
entity’s) registration, and may, at any time after accepting
registration, refuse to permit a person’s (or entity’s)
continuing use of the Services and the Website for any
reason.

3) Payment and Asset removal. Each successful Buyer
agrees to pay a 25% deposit toward the purchase price which
is due and payable immediately following the successful bid
and authorizes Keith Machinery to charge Buyer’s credit card
for the amount of such deposit. If a Buyer fails to make a
timely deposit, the assets in question may be resold without
notice. Full payment of the purchase price is due at the
earlier of (i) 48 hours after the Buyer has received an
invoice, or (ii) the close of the third business day after
the subject auction. Without limiting the foregoing, full
payment is due prior to the removal or shipment of purchased
assets. In the event that the Buyer fails to pay the entire
purchase price (in addition to the buyer’s premium and any
applicable tax) within the time specified by Keith Machinery
or otherwise fails to comply with these Terms and
Conditions, Keith Machinery will retain the Buyer’s deposit
as liquidated damages without notice. In addition, Keith
Machinery reserves the right to resell such items without
notice, and the defaulting Buyer shall be liable to Keith
Machinery for any resulting deficiency, including any and
all costs incurred in storing and reselling such assets.
Keith Machinery will announce the removal, or “check-out”
period on the day of the auction. Keith Machinery shall
have no responsibility with respect to disconnecting
utilities to the sold asset, including electric, gas, waste,
and water lines. It is the Buyer’s sole responsibility to
arrange and pay for rigging and shipment of purchased.
Removal shall be conducted responsibly and with due care for
the premises. The Buyer shall restore and repair all real
and personal property that is altered or damaged as a result
of the removal of purchased items. If the Buyer does not
remove an item within the announced check-out period, the
Buyer will be deemed to have abandoned the item and the
Buyer will have no further rights with respect to the item.
No claims of any kind shall be allowed after assets have
been removed by the Buyer.

4) Buyer’s Premium. Keith Machinery, in its
discretion, charge a Buyer’s Premium or other service charge
on assets sold. All such charges will be indicated in the
relevant auction brochure, or asset detail page, or clearly
marked area of the Website. Keith Machinery shall charge
and collect from each successful bidder a 18% Buyer’s
Premium for each sale at the auction, in addition to the
purchase price at bid. Purchasers who pay in the form of
cash, cashier’s check, or wire transfer, shall receive a
discount from the Buyer’s Premium equal to 3% of the
purchase price. Invoices paid by credit card or company
check will pay the 18% Buyer’s Premium.

5) Withdrawal of Auction/Auction Assets. Buyer
acknowledges and agrees that assets in an auction may be
withdrawn or sold prior to the end of the designated auction
period, that the auction may be discontinued, either
temporarily or permanently, and that the auction may, at
Keith Machinery’s sole discretion, be modified, all without
notice to the Buyer. Generally, offered assets shall be
sold to the highest bidder; provided, however, that some
assets may be auctioned with minimum reserve prices, and/or
subject to Keith Machinery’s right of confirmation. Keith
Machinery reserves the right to reject any bid that is only
a minimal increase over the proceeding bid, that is not
commensurate with the value of the item being offered or
that Keith Machinery believe was made illegally or in bad
faith. Further, Keith Machinery and/or its affiliates or
subsidiaries, may bid at the auction either for its own
account or on behalf of a third party. Any such proxy bids
made by Keith Machinery shall be considered bids of the
third party and not Keith Machinery.

6) Taxes. Unless otherwise agreed in writing, Buyer
acknowledges and agrees that Keith Machinery is not
responsible for the calculation of any taxes or the
reporting or remittance of any taxes to any taxing
authority, with the possible exception of sales taxes.
Buyer expressly agrees and warrants that it shall comply
with any an all applicable laws and regulations, including
without limitation, those with respect to taxes. Buyer
agrees to defend, indemnify, and hold harmless Keith
Machinery from and against any and all damages, penalties,
costs, and expenses incurred by or imposed upon Keith
Machinery resulting from any failure by Buyer to comply with
applicable tax laws.

7) No Relationship. Buyer and Keith Machinery are
independent contractors. Neither party is an agent,
representative, broker, employee, partner or joint venture
or the other party. This agreement shall not be interpreted
or construed to create an association, joint venture,
agency, franchise, or partnership between the parties or to
impose any partnership obligation or liability upon either
party.

8) Limitation of Liability. In no event shall Keith
Machinery be liable for any damages that are directly or
indirectly related to the use of, or inability to use, the
services, the website, or the content, materials, and
functions related thereto, including without limitation,
special, indirect, incidental, consequential, or punitive
damages, loss of revenue, or anticipated profits, or lost
business, lost goodwill, or lost sales, even if such parts
shall have been informed of the possibility of such damages
or could have foreseen such damages. In no event shall the
total liability of Keith Machinery to a Buyer for all
damages, losses, claims, and causes of action (whether on
contract or tort, including, but not limited to, negligence
or otherwise) arising from this agreement or the use of the
Services or the Website exceed, in the aggregate, one
hundred US dollars ($100.00), or, in the case of an asset
purchase, the return of the amount actually paid for the
asset in question.

The foregoing limitation shall apply and survive
notwithstanding any failure of essential purpose of any
remedy.

9) All potential Buyers must register at
www.bidspotter.com prior to the auction and may be required
to provide a valid driver’s license and/or credit card.
Keith Machinery may, in its sole discretion, deny
registration to any person or entity.

10) All assets in the auction shall be sold to the
highest bidder; provided, however, that some assets may be
auctioned with minimum reserve prices, and/or subject to
Keith Machinery\\\'s right of confirmation. Keith Machinery
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 Keith
Machinery believes was made illegally or in bad faith.
Further, Keith Machinery, and/or its affiliates or
subsidiaries, may bid at the auction either for its own
account or on behalf of a third party. In the event of a
dispute among Buyers, Keith Machinery may, in its sole
discretion, either accept what it deems to be the final bid
or solicit further bids on the item in dispute. All sales
are final. No returns or refunds will be permitted, unless
authorized by the Keith Machinery in writing.

11) In the event of any dispute concerning the winning
bid price for an asset, the record kept by Keith Machinery
shall supersede any claims by Buyers.

12) Buyers may choose to examine or inspect items prior
to the day of the auction. ALL ITEMS ARE SOLD AS IS, WHERE
IS AND WITH ALL FAULTS. KEITH MACHINERY MAKES ANY WARRANTY,
EXPRESS OR IMPLIED, AS TO THE NATURE, QUALITY, VALUE OR
CONDITION OF ANY ASSET. KEITH MACHINERY EXPRESSLY DISCLAIMS
ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE OR NON-INFRINGEMENT. Assets are intended to be sold
without software, if any is applicable. In the event that
software is included in an asset sale, notwithstanding the
disclaimers set forth above, Keith Machinery makes no
representations or warranties regarding the Buyer\\\'s right to
use such software, as to the performance of the software,
its non-infringement or otherwise. In such circumstances,
Keith Machinery recommends that Buyer contact the software
manufacturer directly to resolve any such issues.

13) Collection of applicable taxes will be in accordance
with the laws of the state where the purchased asset is
located. Furthermore, the BUYER / PURCHASER is responsible
for all applicable taxes required by law. These assets are
located in Florida and New York, therefore with respect to
sales tax, the following will be adhered to:

NEW YORK

Resellers: A sales tax exemption is allowed for companies
purchasing for the purpose of resell and registered in the
state of New York ONLY. Buyer must submit a copy of their
New York issued Resell Permit.

Use in Manufacturing: Exemption is according to state laws.
It is the BUYER’S responsibility to perform to all laws.

Shipment out of State: Allowed if using a third party to
ship out of the state. Sales tax must be paid and may be
reimbursed with receipt of shipping documentation if
documents meet the state’s requirements. (Note: If seller
is the shipper, sales tax may be removed and copy of the
Commercial Bill of Lading showing that the shipment went
directly out of the state of New York is the document
required to support the exemption.)


14) Keith Machinery accepts the following methods of
payment: cash, VISA, MasterCard, American Express, cashier\\\'s
check, and wire transfer made payable to Keith Machinery
Corp. Keith Machinery also will accept a company check which
must clear our bank prior to scheduling pick up of assets.

15) By participating in an auction, each Buyer
represents, warrants and covenants that (i) it shall not
misrepresent its ability to close the transaction pursuant
to the terms and conditions of sale, (ii) it has the
capacity to close the transaction, (iii) it has actual
authority to enter a bid, and to enter into an agreement to
purchase the item, and (iv) any bid it makes on an item
constitutes an irrevocable offer to buy the item for the
full amount of the bid.

16) Keith Machinery may, in its discretion, offer the
assets for sale by the piece or by the lot. In addition,
Keith Machinery may augment this auction with assets from
various sellers. Keith Machinery has the right to remove
assets from the auction either before or after bidding has
completed. In the event of a removal after bidding has been
completed, the Buyer\\\'s sole remedy shall be the refund of
any purchase price actually paid.

17) Keith Machinery shall not be liable for any damages
of any type or nature (whether in contract, tort or
otherwise) sustained or claimed by any Buyer or any other
person or entity in connection with the auction. Without
limiting the foregoing, in no event shall Keith Machinery\\\'s
liability to any Buyer for any act or omission occurring in
connection with the auction exceed the amount that such
Buyer has actually paid to Keith Machinery as a deposit or
as payment for a purchased item.

18) Check out for this online Sale, will require removal
of all assets prior to April 26th, 2013. Assets must be
paid in full prior to removal. Buyers must use the approved
warehouse rigger to move and load items other than “carry
out” assets. All removal by scheduled appointment between
ONLY 9am – 4pm weekdays only from April 15th, 2013 through
April 26th, 2013. It is the Buyer’s obligation to contact
the authorized rigger to schedule appointment and to pay for
removal services as needed.

19) 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. Buyers
shall so advise their agents and employees. No person shall
have any claim against Keith Machinery, or their respective
agents or employees for any injuries sustained or for
damages to or loss of property that may occur at the auction
site.

20) It is the Buyer\\\'s sole responsibility to meet all
governmental safety and environmental standards in removing,
shipping and using purchased items. Certain of the items for
sale may contain \\\"hazardous substances,\\\" as that term is
defined under federal, state or local environment laws and
regulations. Keith Machinery has no duty to remove any
hazardous substances that are contained in or are a part of
any item. Buyers agree to defend (by counsel satisfactory to
Keith Machinery) and indemnify Keith Machinery and hold
Keith Machinery harmless from and against any claim, demand,
cause of action, liability or expense (including attorneys\\\'
fees and costs) asserted against or incurred by Keith
Machinery in connection with the sale, removal, shipment or
use of any purchased items.

21) Buyers of certain assets (tablets presses and
capsule fillers) will be required by Keith Machinery on
behalf of the DEA (Drug Enforcement Agency) to fill out a
form and possibly pass DEA authorization prior to the
shipment of assets. Buyer’s of these assets understand and
accept these risks and conditions and further acknowledge
assets will be reused only for legal and ethical purposes.

22) GOVERNING LAW: This agreement shall be governed by
and shall be construed according to the laws of the State of
New York as if executed and to be performed wholly within
the State of New York. All actions, legal or other,
instituted by BUYER under this Agreement must be filed in a
federal or state court located in New York.