4.5" Davis Standard / Gala underwater pelletizing line

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 Proxio Group USA, LLC ("PGUSA") and Holland Industrial Group ("HIG") or in a transaction (a "Transaction") in which PGUSA and/or HIG serves as broker, agent, liquidator, or auctioneer for any third-party owner. The Terms apply to all Transactions, including without limitation, public auctions conducted by PGUSA and/or HIG and direct purchases by Buyer of any item either before, after, or independent of any public auction. By using or accessing any and all PGUSA and/or HIG services and/or Websites you agree you have read and understand the Terms stated herein and are bound to these Terms. You may not use or access any and all PGUSA and/or HIG services if you do not agree to the Terms stated herein.

TERMS AND CONDITIONS

1. All machinery, equipment, merchandise, and other items (the "Goods") are sold on an "AS IS/WHERE IS" basis with no warranties or representations whatsoever either expressed or implied. Neither PGUSA nor HIG 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 they be responsible for correctness of description, genuineness, attribution, provenance, authenticity, and authorship, and 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 PGUSA and/or HIG directly for detailed information regarding any lot. 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, and phone number 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. PGUSA and/or HIG reserves the right to deny and/or terminate Registrations at any time at its sole discretion without notification. PGUSA and/or HIG reserves the right to deny usage and access of PGUSA and/or HIG 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 email address and Visa or MasterCard number. At its discretion, PGUSA and/or HIG may charge a registration fee for Electronic bidding. This fee will be clearly displayed during the registration process. THE BIDDER AUTHORIZES PGUSA and/or HIG TO CHARGE LIQUIDATED DAMAGES TO THE CREDIT CARD LEFT ON FILE DURING THE REGISTRATION PROCESS. (See section 9 "Default" below.)

3. Deposits. A Security Deposit of $1000.00 may be requested from all Auction bidders wishing to register and participate in the Auction sale. PGUSA and/or HIG, in its sole discretion, for non-Canadian or US Residents or companies, may also require a deposit of not less than twenty-five percent (25%) of the Buyer’s TOTAL EXPECTED PURCHASE PRICE as an additional Security Deposit prior to registration approval. For all other bidders, PGUSA and/or HIG requires a deposit of not less than twenty-five percent (25%) of the Buyer's TOTAL PURCHASE PRICE by the end of sale day - with the balance due by the end of the next business day. This can be in the form of cash, a cashier’s check, or business check with a bank letter of guarantee for Onsite auctions. For Electronic bidders, at its discretion, PGUSA and/or HIG may contact bidders via email or telephone before or during the sale to provide a bank letter of guarantee or wire transfer as a deposit. If PGUSA and/or HIG does not receive a response from its attempts to contact Buyer or if the Buyer does not provide a deposit, PGUSA and/or HIG reserves the right to refuse or cancel Buyer's bids and re-sell Goods.

4. 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. Invoices can be faxed upon request. 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.

5. Payments. PGUSA and/or HIG 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") Unless otherwise indicated on your invoice. All payments must be by cashier's or certified check, federal wire transfer of immediately available funds, and all of the foregoing must be in form, scope, and substance acceptable to PGUSA and/or HIG. Credit cards are only accepted for Electronic bidding registration and for Liquidated Damages in the event of a default. If paying by credit card, the exchange rate for sales conducted in foreign currencies will be posted the day of the sale and will be based upon the current currency conversion rates.

6. Taxes. Buyer must also pay to PGUSA and/or HIG 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 (as defined below). To receive the benefit of any tax exemption, Buyer must supply PGUSA and/or HIG with a sales tax exemption certificate acceptable in form, scope, and substance to PGUSA and/or HIG in PGUSA's and/or HIG's sole discretion.

7. Buyer's Premium. PGUSA and/or HIG, in its sole discretion, will impose a buyer's premium ("Buyer's Premium") on any Goods sold. The Buyer's Premium is a percentage that is added to the final purchase price of any item. An 18% buyer’s premium will be charged on all assets.

8. Removal.

   • (1) Buyers or their Agents must remove all Goods purchased before the final removal date and time announced by PGUSA and/or HIG 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 PGUSA and/or HIG in the form required herein. Any Goods not removed on or before the Removal Date shall be subject to storage charges that PGUSA and/or HIG may at its discretion impose. ANY ITEMS NOT REMOVED ON OR BEFORE THE REMOVAL DATE SHALL BE DEEMED ABANDONED AND PGUSA AND/OR HIG SHALL HAVE NO FURTHER OBLIGATION TO BUYER WITH RESPECT TO SUCH ITEMS. (See also #8C.)

   • 8A. Buyer shall be responsible for the safe and proper removal of any Goods purchased by Buyer. PGUSA and/or HIG does not pack, ship, store, crate, or rig items. Buyers may either pick up Goods at the designated auction site personally 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 PGUSA and/or HIG with (1) proof of payment in full (Paid In Full Invoice) and (2) an "Agent Release Authorization" form which allows PGUSA and/or HIG to release items to a third-party contractor for shipping, crating, rigging, or packing purposes. PGUSA and/or HIG May from time to time, apply a loading charge.

   • 8B. Goods weighing more than 100 pounds must be removed by a qualified, insured rigger. Before any removal, Buyer must provide PGUSA and/or HIG with a certificate of insurance from the rigger, which certificate must be in form, scope, and content acceptable to PGUSA and/or HIG in PGUSA's and/or HIG's sole discretion. Without limiting PGUSA's and/or HIG'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. PGUSA and/or HIG 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 PGUSA, HIG, the owner of the Goods, 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 PGUSA and/or HIG of all sums due from Buyer in respect to the Goods.

   • 8C. Small Lot Removal: PGUSA and/or HIG 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.

     9. Default: Bidders must bid only on those items they are prepared to pay for and remove in accordance with the terms and conditions of this sale. All items awarded to high bidders are contractually theirs and must be paid for by the Final Payment Date and removed by the Final Removal Date. IN THE EVENT BUYER FAILS TO PERFORM CONTRACTUAL OBLIGATIONS (PAYMENT AND REMOVAL) AS SPECIFIED IN THIS INVITATION TO BID, THE FOLLOWING ACTION APPLIES: PURCHASER WILL AUTOMATICALLY BE PLACED IN DEFAULT. THIS IS YOUR OFFICIAL NOTICE OF DEFAULT. Upon default, the purchaser shall lose all right, title, and interest which he/she might otherwise have acquired in and to such property as to which default has occurred. PGUSA and/or HIG will re-market and re-sell this property.

     9A. Payment Default: Failure to pay invoices in full by the Final Payment Date in accordance with payment terms will subject Bidder to pay as Liquidated Damages a sum equal to the lesser of (1) 20 percent of the invoice price of the item(s) as to which the default has occurred, or (2) the full amount of the difference between the original invoice price and the re-sold price plus any expenses incurred to re-market or re-sell these items. IF PGUSA and/or HIG HAS NOT RECEIVED PAYMENT FOR WINNING BIDS WITHIN 24 HOURS OF THE FINAL PAYMENT DATE, THE BIDDER AUTHORIZES PGUSA and/or HIG TO CHARGE LIQUIDATED DAMAGES TO THE CREDIT CARD LEFT ON FILE DURING THE REGISTRATION PROCESS.

     9B. Removal Default: Failure to remove items by the Final Removal Date in accordance with removal terms will subject Bidder to pay as Liquidated Damages the full amount of the expenses incurred to store or transport items until they are re-sold. IF BUYER HAS NOT REMOVED ITEMS WITHIN 24 HOURS OF THE FINAL REMOVAL DATE, THE BIDDER AUTHORIZES PGUSA and/or HIG TO CHARGE LIQUIDATED DAMAGES TO THE CREDIT CARD LEFT ON FILE DURING THE REGISTRATION PROCESS.

     10. After Buyer has removed any item from PGUSA and/or HIG possession, PGUSA and/or HIG 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 PGUSA and/or HIG before any item is removed from the premises where the auction is conducted.

     11. PGUSA and/or HIG shall not be responsible for any damages, loss or theft of Goods except in the case of PGUSA and/or HIG willful misconduct. Without limiting the foregoing, PGUSA and/or HIG shall not be responsible for damages or losses caused by strikes, civil disorders, or acts of God.

     12. If for any reason PGUSA and/or HIG is unable to deliver any Goods purchased by Buyer, PGUSA and/or HIG sole liability shall be to return all sums paid by Buyer to PGUSA and/or HIG in respect of such Goods.

     13. Minimum or Reserve Prices: PGUSA and/or HIG, 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. PGUSA and/or HIG reserves the right to confirm or reject the final bid and/or to bid on behalf of consignors without posting or publishing notice. Consignors further have the right to bid subject to our terms and conditions.

     14. Absentee Bids: By completing an "Absentee (Proxy) Bidder Form," Bidders may appoint PGUSA and/or HIG 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. PGUSA and/or HIG will bid up to the specified maximum bid amount to win the item. PGUSA and/or HIG 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.

     15. PGUSA and/or HIG, in its sole discretion, reserves the right to refuse the bid of any person without providing any notice or reason therefore. PGUSA and/or HIG reserves the right to deny the usage and access by any person or third party of any and all PGUSA and/or HIG Services and Websites without notification.

     16. PGUSA and/or HIG, in its sole discretion, shall control all bidding increments and advances at any auction. PGUSA and/or HIG 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 PGUSA and/or HIG believes was made illegally or in bad faith. In the event of a dispute among bidders, PGUSA and/or HIG 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 seller in writing.

     17. PGUSA and/or HIG 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, PGUSA and/or HIG 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.

     18. All information provided by PGUSA and/or HIG 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, PGUSA and/or HIG 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.

     19. PGUSA and/or HIG reserves the right to amend any and all of the Terms and Agreements stated herein at any time without notification at PGUSA and/or HIG sole discretion. It is the Buyers responsibility to read and review the Terms and Conditions for each sale. PGUSA and/or HIG provides the Terms and Conditions through its Websites and in printed form at on-site auctions.

     20. If PGUSA and/or HIG is selling or auctioning any Goods on behalf of a third party owner, PGUSA and/or HIG shall act as an agent only and shall have no liability whatsoever for the acts of any owner/principal.

     21. Buyers agree to comply with all US export control and related laws, and acknowledge that PGUSA and/or HIG is not the exporter of any purchased item. Certain items offered for sale at the auction may constitute "Restricted Technology." Under federal law, such items may not be shipped outside the United States or Canada. PGUSA and/or HIG makes no representation or warranty concerning, and has conducted no investigation to ascertain which items, if any, constitute Restricted Technology.

     22. 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 PGUSA and/or HIG, 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.

     23. If the Buyer fails to comply with any of the Terms, PGUSA and/or HIG shall have all rights and remedies available to it at law and in equity. Without limiting the generality of the foregoing, PGUSA and/or HIG 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 PGUSA and/or HIG (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 PGUSA and/or HIG rights, including, without limitation, legal fees and costs and expenses related to the resale of Goods, including storage and rigging fees.

   • 24. The following is specific to the access and usage of PGUSA and/or HIG Websites including and not limited to any and all features and applications:

     a. PGUSA and/or HIG cannot take responsibility for any losses incurred due to auction software or website malfunction. PGUSA and/or HIG will not be liable for any costs incurred, compensation or loss of earnings due to the unavailability or disruption with auction software functionality. Under no circumstances, including negligence, shall PGUSA and/or HIG be liable for any direct, indirect, incidental, punitive, or consequential damages that may result from the use or inability to use PGUSA and/or HIG auction software or the Bidspotter auction platform. PGUSA and/or HIG does not guarantee compatibility of auction software functionality on any device or browser. Buyers hereby release and waive any and all claims and/or liability against PGUSA and/or HIG arising from or in connection with the use of auction software.

     b. 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.

     c. Registrants are solely responsible for any and all transactions or transmissions using their User Name and Password.

     d. PGUSA and/or HIG are not responsible for any and all unauthorized or compromised usage of the Registrant's User Name and Password. Registrants are responsible for contacting PGUSA and/or HIG or Bidspotter in writing for any and all unauthorized usage of their User Name and Password.

     e. Registrants agree they will not:

     i. Disrupt, interfere, or create outages to computer networks that directly or indirectly affect PGUSA and/or HIG or Bidspotter 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 PGUSA and/or HIG or Bidspotter Websites.

     iv. Registrants agree they will not copy, modify, reproduce, distribute, or sell any information or material provided through PGUSA and/or HIG Websites with the intent of commercially exploiting PGUSA and/or HIG Services and Websites.

     f. PGUSA and/or HIG are not responsible for any and all products, content, information, or material provided by links to or statements regarding third-party services. This includes but is not limited to riggers, shippers, partners, and any third-party services listed.

     g. Registrants agree PGUSA and/or HIG 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 PGUSA and/or HIG or Bidspotter Websites.

     25. 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 are forbidden. Buyers agree they will not place bids under false names or Buyer Information.

     26. PGUSA and/or HIG reserves the right to withdraw or sell any assets contained in an auction prior to or during the stated auction period without notification. PGUSA and/or HIG reserves the right to temporarily or permanently end an auction prior to or during the stated auction period at its sole discretion without notification. PGUSA and/or HIG, in its sole discretion, reserves the right to extend the stated auction period without notification.

     27. Buyers agree they will defend, indemnify, and hold harmless PGUSA and/or HIG, including its affiliates, directors, officers, employees, agents, shareholders, co-branders, or partners, from and against any and all claims, losses, damages, liabilities, judgments, fees, and expenses incurred by PGUSA and/or HIG, including its affiliates, directors, officers, employees, agents, shareholders, co-branders, or partners, through the use of PGUSA and/or HIG Services and Websites.

     28. By virtue of registration, Buyers agree and expressly Opt-In to receive occasional promotional emails from PGUSA and/or HIG about upcoming auction sales, liquidations, private treaty sales, or any other such email that PGUSA and/or HIG alone may deem of interest to Buyers. This Opt-In has the same effect as if the Buyer has visited PGUSA and/or HIG Website and Opted-In to receive emails. Buyers may always choose to opt-out of receiving further emails by using the opt-out option included on every email Buyer will receive. For jurisdictional and all intents and purposes, this online auction is deemed to be held and conducted in the City of Cleveland, Ohio, United States of America.

     29. Software. Software is not transferable from one party to another. Any software required to operate an auction item sold is not transferable from one owner to another. We are not responsible for transferring or obtaining software for any auction item sold whatsoever. Software includes item-specific operation software, calibration disks, data acquisition software, or disc operating software, and any other reference to software which may or may not be applicable to a particular equipment or operation.