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TCL Asset Group Inc. Terms and Conditions of Sale USD

The Specific Terms and Condition together with the General Terms and Conditions and Removal Requirements (“Terms and Conditions”) stated below apply to all “Purchasers”, “Buyers”, “Agents”, “Riggers”, “Movers” and any authorized “Third Parties” for any and all sales transactions, including but not limited to, public auctions conducted by TCL Asset Group Inc. and direct purchases by Purchasers of any item(s) either before, after or independent of any public auction. You agree to have read and understood the “Terms and Conditions” stated herein and are bound to these Terms and Conditions by engaging in any transaction with TCL Asset Group Inc. If you do not understand the “Terms and Conditions” herein or have any questions, please contact TCL Asst Group Inc. at 905-660-1367.

Definitions:

Purchaser/Bidder/Buyer refers to an individual or entity on behalf of an individual or company participating in the auction or sales process with the intent to purchase industrial equipment, machinery, or assets being sold either by auction or other means.

TCL/Auctioneer/Seller/Agent for the Vendor refers to the professional conducting the auctions by accepting bids and declaring goods sold to the highest bidder. The auctioneer is responsible for managing the entire auction process, including starting and ending the auction, describing items up for bid, and facilitating bidding. Ultimately, the auctioneer declares the highest bidder the winner and ensures the completion of the sale transaction by way of processing payments and coordinating removal of the items purchased and transferring of ownership. Except in cases in which Asset(s) are described as “subject to confirmation” see section 6A for more information.

Buyer’s Premium refers to the percentage that is added to the final purchase price of any item. TCL shall charge and collect from each successful bidder a Buyer’s Premium for each sale at the auction, in addition to the purchase price. The amount is stated in the Specific Terms and Conditions.

Bidding Platform refers to the online application or website in which the auction/sales process is to take place. The platform utilized is where bidders will register, accept Terms and Conditions and once approved will conduct the bidding process. Through the platform bidders will receive real-time updates on the status of auctions, including current highest bids, time remaining, and other relevant notifications pertaining to the sales process. For timed online sales, the bidding platform will automatically extend the end time of a lot when a bid is placed close to its end time. Auctioneer is not responsible for Third Party bidding platforms and their functionality at the time of sale.

                                                             TCL Asset Group Inc. Specific Terms & Conditions:

1. A Buyer’s Premium of 18% will be in effect for this auction. AUCTION CONDUCTED AND PAYABLE IN USD. 

2. All invoices must be paid in full no later than WED. OCTOBER 9 BY 4:00 pm, local time, or within 24 hours of close of sale. Payment can be made by WIRE TRANSFER, ACH, OR EFT. USD CASH or USD BANK DRAFT will be accepted at the TCL head office in Concord by the due date by appointment only. WE DO NOT ACCEPT COMPANY CHEQUES, CREDIT CARD, OR DEBIT CARD PAYMENTS.

3. Removal is BY APPOINTMENT ONLY. REMOVAL MUST BE COMPLETED NO LATER THAN BY OCTOBER 23 BY 3:00 pm LOCAL TIME.  ALL REMOVAL MUST BE SCHEDULED BY APPOINTMENT ONLY BY CALLING 905-660-1367. Buyer will not be allowed in without an appointment. Payment must be received in full prior to removal.

4. Site Supervisor: TBD 905-660-1367.

                                                            TCL Asset Group Inc. General Terms and Conditions

Subject to amendments and modifications as announced by the Auctioneer either by verbal or electronic announcement at the time of the auction, any person participating in the auction shall be bound by the following Terms and Conditions:

1. Registration. Bidders 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 Bidder Information is accurate and complete. It is solely the Bidders responsibility to maintain current Registration Information for completeness and accuracy. TCL reserves the right to contact all registered buyers to verify and confirm all information provided. Bidders agree they will not place bids using false names or Bidder Information. TCL reserves the right to deny and or terminate Registrations at any time at its sole discretion without notification.

1A. No Collusion. Bidders agree they will not participate in any bidding practices with the intent of manipulating the bidding. Any and all forms of collusion between Bidders is forbidden.

2. Deposit. A deposit equal to 25% of purchases is required at the time of sale. The balance of the

purchase price including premium and taxes must be paid in full within the time period herein provided, in the Specific Terms & Conditions. All payments of deposits shall be by way of wire transfer.

2A. Deposits on account of purchases may be made in advance of the auction or may be requested at the discretion of the Auctioneer at any time during the sale process. Deposits must be received and confirmed prior to start of auction and can take up to 48-72 hours to process. The Auctioneer reserves the right to put Asset(s) back up for auction if deposit is not received at or before time of sale. Any deposits made will either be applied to the buyer’s invoice or refunded within 5 business days if a purchase is not made.

3. Taxes. Sales taxes arising on a sale shall be paid to the Auctioneer at the time of sale. Bidders outside of Canada that are exporting the assets outside of the country may be eligible to receive a refund of the applicable taxes if a Bill of Lading, and other export documentation as required, is provided to the Auctioneer. The completed and signed Bill of Lading must be received within a specified time period. If not received in that timeframe, purchaser will have to apply for reimbursement from the Federal and/or Provincial tax department as applicable and not from the Auctioneer. In the absence of proof satisfactory to the Auctioneer taxes shall be paid in full by the purchaser.

4. Proxy. Auctioneer reserves the right to sell subject to reserve and to purchase for the account of others, whether by verbal or written proxy, all subject to prior sale.

5. No Warranty. All Assets are sold on an "AS IS – WHERE IS", "IN PLACE", "WITH ALL FAULTS" basis with no conditions or warranties. Whether express, implied, statutory or otherwise including without limitation, warranties or conditions as to title, description, fitness for purpose, quantity, quality, merchantability, state, condition, location, or otherwise. All sales are final – no exceptions.

5A: Sales will not be invalidated due to misdescriptions, and the Auctioneer bears no liability for any inaccuracies in the descriptions of Asset(s) or lot whether contained in a catalogue, advertisement, or otherwise. Descriptions have been prepared for guide purposes only and shall not solely be relied upon by the purchaser for accuracy or completeness. Auctioneer’s announcements on day of sale take precedence over published information. Prospective bidders are urged to contact TCL directly for detailed information regarding any item for sales.

5B. Bidders are highly encouraged to inspect all items before bidding. Purchasers shall be deemed to have relied entirely upon their own inspection and investigations.

6. Sales. All sales shall be concluded on the fall of the hammer (when time expires) or as indicated by the Auctioneer and no purchaser may thereafter revoke their bid. Should any dispute arise as to any bid, the Auctioneer shall regulate all matters relating to the conduct of the Sale, including (without limitation) bidding and bidding disputes, and that Auctioneer shall be the sole arbiter of any disputes, and their decision(s) shall be final and binding on all Bidders. Title to the Asset(s) purchased shall not pass until payment in full of the purchase price including premium and taxes is received.

6A. Certain Asset(s) may be offered for sale “SUBJECT TO CONFIRMATION” meaning the seller has the right to confirm or reject the highest bid tendered at the auction sale within a stated time period following the close of bidding as set forth either in the respective lot description, or as announced by the Auctioneer at the time of sale. Bidder acknowledges that the high bid received for such lot(s) shall remain irrevocable until the end of the stated confirmation period, and the lot will only be awarded to the high bidder if confirmed by the seller.   Regardless of whether the high bidder receives a preliminary post-auction notification that the bidder has or may have tendered the highest bid for any lot, no such lot shall be awarded to the high bidder unless and until such time as the high bidder has received a notification from the Auctioneer that its high bid has been confirmed by the seller. 

7. Invoices & Payment Instructions. Immediately following the conclusion of the Auction, TCL will send each winning bidder an electronic invoice and detailed payment instructions to the email address provided during registration.  TCL must receive the balance of the total purchase price including premium and taxes no later than the specified date and time in the specific terms and conditions of the sale, if not otherwise stated or subject to agreed terms.  Buyer is responsible to be aware of payment deadlines and payment methods. No title shall pass to Buyer until the total purchase price including premium and taxes have been paid to TCL in collected funds.

8. Removal. No article shall be removed until paid for in full. All Asset(s) purchased shall be removed within the time period herein provided in the Specific Terms & Conditions. The purchaser shall be responsible for all costs of removal and shall be liable for any damage, including without limitation, any environmental damage, caused during or as a result of the removal. Purchasers shall comply with all environmental laws and regulations and all requirements established by the Auctioneer for the removal of Asset(s), including requirements as to bonding of movers. Please refer to the Removal Terms & Conditions herein provided.

8A. Export. Purchasers acknowledge that TCL Asset Group Inc. and/or its associates are not the shippers or exporters of any purchased items being shipped from the asset location. Purchasers are solely responsible for preparation of any and all documentation, paperwork, taxes, duties, etc. as applicable by local and federal laws.

9. Auction Participation. The Auctioneer reserves the right to refuse any applicant the privilege of bidding or attending at the auction and may revoke such privilege of participation at any time at its sole discretion without notification.

9A. Buyers, Third Parties, and other Agents are prohibited from publishing information related to the sale.

9B. No Sale of Assets is to be conducted at the auction site by the purchaser.

9C. The auctioneer shall not be held responsible for the performance, reliability, or compatibility of bidders' internet connections or electronic devices used for participating in the auction. Bidders acknowledge that their ability to bid may be affected by factors beyond the control of the auctioneer, including but not limited to internet service disruptions, hardware malfunctions, or software compatibility issues. It is the responsibility of each bidder to ensure they have adequate internet access and functioning electronic devices prior to participating in the auction. The auctioneer is not liable for any losses, damages, or inconvenience arising from bidder's inability to access or use their devices during the auction process.

10. Default. Time shall be of the essence. If a purchaser fails to make payment or remove goods within the time periods herein provided in the Specific Terms & Conditions, the Auctioneer may resell the article purchased by auction, private contract or otherwise, as the Auctioneer in his discretion deems advisable, and the purchaser shall be liable for the shortfall and all costs and expenses, including but not limited to interest rates (a minimum of 1.5% per month or 18% per cent per annum), legal fees, removal and storage (a minimum rate of $2.00 per sq. ft. per month) and commissions, incurred in such resale. Failure to pay invoice in full, Buyer will be subjected to a block or ban from participating in TCL future auctions.

11. Liability. The Auctioneer is acting as agent only and is not responsible for the acts of its principals, directors, shareholders, employees, affiliates, or partners.

11A. If for any reason whatsoever, the Auctioneer is unable to deliver any lot, the Auctioneers sole liability, if any, shall be the return of any monies paid on such lot, without interest or other incurred expenses.

12.Healthy & Safety. Bidders acknowledge that any auction site is a potentially dangerous place, with noxious, corrosive, and pressurized substances being present, heavy equipment being operated and electric circuits being live. Every person at the Auction Site before, during and after the auction sale shall be deemed to be there at their own risk with notice of the condition of the premises, the activities on the premises and the conduct of third parties, and the Buyer shall so advise his/her agents and employees. No person shall have any claim against the Auctioneer, his agents, employees or principals for any injuries sustained nor for damages to or loss of property which may occur from any cause whatsoever.

13. Indemnification. These terms and conditions together with any amendments or modifications expressly made by the Auctioneer at the time of the auction constitute all the terms and conditions with respect to the sale of the Asset(s) at this auction. There are no representations, warranties, terms, conditions, undertakings, or collateral agreements except as herein above provided.

14. Communication. By agreeing to these Terms and Conditions you further agree to receive communication from the Auctioneer and any of its representatives or associates electronically or otherwise for this and other sales, at the contact information provided herein. You may opt-out of future correspondence, including marketing and/or promotion of future sales by contacting the TCL Asset Group Inc. head office at 905-660-1367 or at info@managingyourassets.com.

REMOVAL REQUIREMENTS

The following are Terms and Conditions for all Purchasers, their employees, riggers, contractors and agents; (who will be further referred to as "Purchasers/Movers/Riggers", who participate in the disconnection and/or removal of equipment/Asset(s) to abide by.

*All invoices must be paid in full before commencement of removal. Check with TCL Asset Group Inc.’s designated Site Supervisor. Movers/Riggers, please do not put business cards on machines.

1. Purchasers/Movers/Riggers are responsible to remove all Asset(s) purchased.

2. PURCHASERS/MOVERS/RIGGERS SHALL BE RESPONSIBLE FOR PROPER DISCONNECTION AND TERMINATION OF ALL ELECTRICAL, WATER AND/OR AIR LINES TO YOUR EQUIPMENT AS STIPULATED BY THE DESIGNATED SITE SUPERVISOR; THE SHEARING OF ANCHOR BOLTS FLUSH WITH THE FLOOR; LEAVING YOUR WORK AREA IN BROOM SWEPT MANNER; THE ERECTING OF SAFETY BARRIERS AS REQUIRED WHERE PITS OR HOLES HAVE BEEN CREATED AS A RESULT OF EQUIPMENT REMOVAL; THE REMOVAL, OFF PREMISES, OF ALL HAZARDOUS WASTE OR OIL CONTAMINANTS CONTAINED THEREIN OF PURCHASED ASSETS, IN CONJUNCTION WITH ALL ENVIRONMENTAL LAWS; ANY SPECIFIC TERMS OR CONDITIONS INDICATED BY THE AUCTIONEER AT THE TIME OF SALE.

a. All Termination of GAS lines will be disconnected and capped by a licensed gas fitter.

b. All ELECTRICAL disconnects to be done in accordance with any federal, state/provincial or local codes.

c. NO ARTICLE(S) SHALL LEAVE THE PREMISES UNTIL ALL THE AFORMENTIONED HAVE BEEN COMPLETED TO THE SATISFACTION OF TCL ASSET GROUP INC.’S DESIGNATED SITE SUPERVISOR.

d. RIGGERS: Quote your customers accordingly, you shall be liable for all costs in compliance with the above.

e. Purchasers/Movers/Riggers shall assume all responsibility and liability for any and all Asset(s)
"staged" for shipment, before it leaves the premises.

3. Purchasers/Movers/Riggers must provide to TCL Asset Group Inc. a Certificate of Insurance of not less than $5,000,000.00 evidencing statutory workers compensation and employers liability insurance and automotive and comprehensive liability insurance coverage (bodily injury and property damage) per person and occurrence naming TCL ASSET GROUP INC. as well as naming all such parties as additional insured,  as applicable.

a. In addition to the Certificate of Insurance, Auctioneer and/or its Site Supervisor may require copies of licenses and specialized designations, health and safety certificates, and other pertinent information as applicable before performing any work at the auction site,

4. Where available, bridge cranes and/or hoists may only be used by certified crane operators with insurance and only with the expressed written permission of crane owner and/or TCL Asset Group Inc.

5. TCL Asset Group Inc. and/or the designated Site Supervisor must examine all Asset(s) being loaded out and check off Purchaser’s Paid in Full invoice.

6. Purchasers/Movers/Riggers shall be held liable for all costs and damages or repairs to property as a result of their negligence.

7. Removal timelines are outlined in the Specific Terms & Conditions. Hours of removal are Monday to Friday from 9:00am to 4:00pm, unless otherwise specified. Anyone requiring access beyond our published deadlines is subject to a non-negotiable per diem rate.

8. Auctioneer/Seller does not pack, ship, store, crate, or rig items. Buyers may either pick up small items at the designated auction site personally or can contract a third party to manage the removal process for them. Before items can be removed by a designated third party, buyer must provide the Auctioneer or its representative with (1) paid-in-full invoice and (2) a written authorization to release items to a third-party contractor for shipping, crating, rigging or packing purposes. Any person, buyer or rigger, performing removal will need to provide proper insurance as described in sections 3 & 4 as required.

9. Auctioneer and its representatives reserve the right to limit or deny access to those persons found to be in breach of the Terms and Conditions or operating in a manner contrary to Health and Safety requirements as stipulated by the Site Supervisor as governed by local and regional laws.

10. Where available, documents of transfer, including motor vehicle ownership documents, in the possession of Auctioneer, will be provided to the Buyer within ten business days following payment or as soon thereafter as such documents are available. Auctioneer cannot release a vehicle without proper ownership and registration documents therefore removal times may be extended accordingly. Should the documentation not be available in a timely manner, the Auctioneer’s sole liability will be to reimburse the purchaser for the full price paid for the item.  Purchaser is solely responsible for transferring the ownership in accordance with local laws.

11. Once the Buyer has removed all of their purchases from the auction site, TCL shall have no obligation to make any adjustments or accommodations for any discrepancy in quantity or any other defect or problem with respect to the item(s). Buyers must make all requests for adjustments or accommodations in writing prior to removal of items.

12. Auctioneer is not affiliated with any rigger, mover, transport, logistics, or export company. Rigging information is provided solely as a courtesy to the buyers. Auctioneer does not endorse or guarantee the services of any machinery rigging, transport, or export company, and cannot be held responsible for any damages and/or other problems incurred as a result of the actions of said companies.