SEW-EURODRIVE SERVO MOTOR

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 THE PALM GROUP LLC , or in a transaction (a "Transaction") in which THE PALM GROUP LLC serves as broker, agent, liquidator or auctioneer for any third party owner ("Consignor"). The Terms apply to all Transactions, including without limitation, public auctions conducted by THE PALM GROUP LLC  and direct purchases by Buyer of any item either before, after or independent of any public auction. By using or accessing any and all THE PALM GROUP LLC Services and or Websites you agree you have read and understand the Terms and Conditions stated herein and are bound to these Terms and Conditions. You may not use or access any and all THE PALM GROUP LLC  Services if you do not agree to the Terms and Conditions stated herein. If you do not understand any or all the Terms and Conditions herein please contact THE PALM GROUP LLC via email at info@thepalmgrp.com for further assistance.
TERMS AND CONDITIONS

1. No Warranty. All machinery, equipment, merchandise and other items (the "Goods") are sold on an "AS IS/WHERE IS" basis without licenses or other rights to software required for equipment to work, without any warranties or representations, either expressed or implied. Neither THE PALM GROUP nor the Consignor makes any warranties or representations of any kind or nature with respect to the property or its value and in no event shall either be responsible for correctness of description, genuineness, attribution, provenance, authenticity, authorship, completeness, condition of the property or estimate of its 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 THE PALM GROUP LLC directly for detailed information regarding any item for sales. 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, phone number and email address 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. THE PALM GROUP LLC reserves the right to deny and or terminate Registrations at any time at its sole discretion without notification. THE PALM GROUP LLC reserves the right to deny usage and access of THE PALM GROUP LLC 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 Visa or MasterCard number

3. 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. 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.

4. Payments. THE PALM GROUP LLC 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 federal wire transfer of immediately available funds. Credit cards are accepted for Electronic bidding registration. If payment has not been received by the due date, THE PALM GROUP LLC  is authorized to charge the credit card on file for the remaining balance. No title shall pass to Buyer until the total purchase price and all Taxes have been paid to THE PALM GROUP LLC  in collected funds.

5. Taxes. Buyer must also pay to THE PALM GROUP LLC 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. To receive the benefit of any tax exemption, Buyer must supply THE PALM GROUP LLC  with a sales tax exemption certificate acceptable in form, scope and substance to THE PALM GROUP LLC in THE PALM GROUP LLC'S sole discretion.

6. Buyer's Premium. Auctioneer shall charge an 15% Buyer's Premium on all purchases unless otherwise noted. If the auction is conducted as a webcast sale (simultaneously conducted live on-site and streamed over the Internet for online participation), a different Buyer's Premium may be applicable and will be announced at the time of that specific sale.

7. Removal of Goods. (1) Buyers or their Agents must remove all Goods purchased before the final removal date and time announced by THE PALM GROUP LLC 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 THE PALM GROUP LLC in the form required herein. ANY ITEMS NOT REMOVED ON OR BEFORE THE REMOVAL DATE SHALL BE DEEMED ABANDONED AND THE PALM GROUP LLC  SHALL HAVE NO FURTHER OBLIGATION TO BUYER WITH RESPECT TO SUCH ITEMS. Buyer shall be responsible for the safe and proper removal of any Goods purchased by Buyer. Buyers may either pick up Goods at the designated auction site themselves 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 THE PALM GROUP LLC with (1) proof of payment in full (Paid in Full Invoice) and (2) An "Agent Release Authorization" form which allows THE PALM GROUP LLC to release items to a third party contractor for shipping, crating or packing purposes. Goods weighing more than 100 pounds must be removed by a qualified, insured rigger. Before any removal, Buyer must provide THE PALM GROUP LLC with a certificate of insurance from the rigger, which certificate must be in form, scope and content acceptable to THE PALM GROUP LLC  in THE PALM GROUP LLC'S sole discretion. Without limiting THE PALM GROUP LLC'S 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. THE PALM GROUP LLC 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 THE PALM GROUP LLC, the Consignor 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 THE PALM GROUP LLC of all sums due from Buyer in respect to the Goods. THE PALM GROUP LLC 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.

8. Adjustments. After Buyer has removed any item from THE PALM GROUP LLC'S possession, THE PALM GROUP LLC 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 THE PALM GROUP LLC before any item is removed from the premises where the auction is conducted.

9. Damages. THE PALM GROUP LLC shall not be responsible for any damages, loss or theft of Goods except in the case of THE PALM GROUP LLC's willful misconduct. Without limiting the foregoing, THE PALM GROUP LLC shall not be responsible for damages or losses caused by strikes, civil disorders, or acts of God.

10. Changes. THE PALM GROUP LLC reserves the right to withdraw or sell any assets contained in an auction prior to or proceeding the stated auction period without notification. THE PALM GROUP LLC reserves the right to temporarily or permanently end an auction prior to or during the stated auction period at is sole discretion without notification. THE PALM GROUP LLC, in its sole discretion, reserves the right to extend the stated auction period without notification. If for any reason THE PALM GROUP LLC is unable to deliver any Goods purchased by Buyer, THE PALM GROUP LLC'S sole liability shall be to return all sums paid by Buyer to THE PALM GROUP LLC in respect of such Goods.

11. Minimum or Reserve Prices. THE PALM GROUP LLC, 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. THE PALM GROUP LLC reserves the right to confirm or reject the final bid. Further, THE PALM GROUP LLC, and/or its affiliates or subsidiaries, may bid at the auction for its own account, on behalf of a third party or the seller.

12. Absentee/Proxy Bids. By completing an "Absentee (Proxy) Bidder Form," Bidders may appoint THE PALM GROUP LLC 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. THE PALM GROUP LLC will bid up to the specified maximum bid amount to win the item, using only the amount needed to win the item. THE PALM GROUP LLC 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.

13. Right to Refuse Bids of Deny Access. THE PALM GROUP LLC, in its sole discretion, reserves the right to refuse the bid of any person without providing any notice or reason therefore. THE PALM GROUP LLC reserves the right to deny the usage and access by any person or third party of any and all THE PALM GROUP LLC Services and Websites without notification.

14. Bid Increments. THE PALM GROUP LLC, in its sole discretion, shall control all bidding increments and advances at any auction. THE PALM GROUP LLC 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 THE PALM GROUP LLC believes was made illegally or in bad faith. In the event of a dispute among bidders, THE PALM GROUP LLC 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 Consignor in writing.

15. Aggregate Bids. THE PALM GROUP LLC 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, THE PALM GROUP LLC 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.

16. Information Subject to Error. All information provided by THE PALM GROUP LLC 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, THE PALM GROUP LLC 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.

17. Right to Amend Terms and Conditions. THE PALM GROUP LLC reserves the right to amend any and all of the Terms and Conditions stated herein at any time without notification at THE PALM GROUP LLC's sole discretion. It is the Buyers responsibility to read and review the Terms and Conditions for each sale. THE PALM GROUP LLC provides the Terms and Conditions through its Websites and in printed form at on-site auctions.

18. Agency Relationship. When THE PALM GROUP LLC is selling or auctioning any Goods on behalf of a Consignor, THE PALM GROUP LLC shall act as an agent only and shall have no liability whatsoever for the acts of any owner or principal.
19. Export Law Compliance. Buyers agree to comply with all United States export control and related laws, as well as acknowledge that THE PALM GROUP LLC is not the exporter of any purchased item. Certain items offered for sale at an Auction or Sealed Bid Sale may constitute "Restricted Technology." Under Federal Law, such items may not be shipped outside the United States. Buyer also agrees not to export any item to countries which are subject to comprehensive embargoes or support terrorism. These countries include, but are not limited to: Cuba, Iran, North Korea, Sudan, and Syria. The list will change from time to time. THE PALM GROUP LLC makes no representation or warranty concerning Restricted Technology or conducted an investigation to ascertain, which items, if any, constitute Restricted Technology.

20. Auction Sites. 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 THE PALM GROUP LLC, 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.

21. THE PALM GROUP LLC Rights and Remedies. If the Buyer fails to comply with any of the Terms, THE PALM GROUP LLC shall have all rights and remedies available to it at law and in equity. Without limiting the generality of the foregoing, THE PALM GROUP LLC 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 THE PALM GROUP LLC (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 THE PALM GROUP LLCS' rights, including, without limitation, legal fees and costs and expenses related to the resale of Goods, including storage and rigging fees.

22. No Collusion. 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 is forbidden. Buyers agree they will not place bids using false names or Buyer Information.

23. Buyers Indemnification. Buyers agree they will defend, indemnify and hold harmless THE PALM GROUP LLC, 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 THE PALM GROUP LLC, including its affiliates, directors, officers, employees, agents, shareholders, co-branders, or partners, through the use of THE PALM GROUP LLC Services and Websites

24. Website Usage. The following is specific to the access and usage of THE PALM GROUP LLC 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) THE PALM GROUP LLC is not responsible for any and all unauthorized or compromised usage of the Registrant's User Name and Password. Registrants are responsible for contacting THE PALM GROUP LLC 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 THE PALM GROUP LLC 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 THE PALM GROUP LLC Websites. iv) Registrants agree they will not copy, modify, reproduce, distribute or sell any information or material provided through THE PALM GROUP LLC Websites. E) THE PALM GROUP LLC 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 THE PALM GROUP LLC 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 THE PALM GROUP LLC Websites.