PROJECT SPECIFIC TERMS & CONDITIONS
Buyer`s Premium: 15% Onsite & 18% Webcast
Payment Due In Full: Friday, June 28, 2013
Payment Types: Cash, Certified Check or Wire Transfer
Removal: Final Date For Removal is Friday, July 12, 2013

COMPLETE TERMS AND CONDITION

1. These Terms and Conditions apply to any sale of equipment
made using live auctions, web-cast auctions or online
auction events (each an Auction), including all post-Auction
sales activity related to the equipment offered at Auction,
all quotations, offers and acceptances for the sale of
certain items of equipment (the Equipment) by buyers or
potential buyers (the Buyer ), Thomas Industries (the
Auctioneer), and the seller of such Equipment (the Seller)
are hereby expressly conditioned upon and governed by these
Auction Terms and Conditions. By participating in any
Auction or purchase of Equipment hereunder, Buyer further
consents to be bound any additional terms that may be
imposed by the Seller or announced by Auctioneer. The Buyer
agrees and acknowledges that its on-line electronic
acceptance of these Auction Terms and Conditions is valid
and enforceable and the equivalent to a signed written
acceptance. Buyer further represents and warrants that such
electronic acceptance was performed by a person with all
necessary authority to fully bind the Buyer to these Auction
Terms and Conditions.

2. Equipment offered may be subject to prior sale.
Auctioneer is not responsible for errors, omissions,
additions or deletions. Equipment offered may not
necessarily be sold as described and/or photographed. Buyers
should verify all aspects of their potential purchases
during inspection as all items offered will be sold “as-is,
where-is” with all faults.

3. Each potential Buyer must register at the auction site or
online in the case of web-cast or online events before the
Auction. Proof of identification may be required. In
addition, each potential Buyer must submit in writing or
electronically to Auctioneer a copy of these Auction Terms
and Conditions signed or electronically agreed to by an
authorized representative of Buyer prior to participating in
any Auction, as well as copies of any tax exemption
certificates that Buyer will rely upon to establish a tax
exemption for any Equipment purchased hereunder. Buyer’s
failure to provide copies of such certificates at
registration may lead to the charging of otherwise
applicable taxes on all purchases of Equipment hereunder.
Seller or Auctioneer may, in their sole discretion, deny
registration or the final purchase of any Equipment to any
person or entity, which has not followed these procedures.
No waiver of these requirements is effective unless agreed
to in writing and signed by authorized representatives of
each Buyer, Auctioneer and Seller.

4. Buyers will be responsible to pay a Buyer’s Premium on
all purchases of Equipment. Each Auction has a project
specific Buyer`s Premium percentage which is posted on the
main auction page and within the project specific terms and
conditions. The Buyer’s Premium will be retained by
Auctioneer.

5. A contract will be formed upon an offer having been
expressly accepted by Seller through Auctioneer. Buyer will
receive notice of Sellers acceptance of an offer, verbally
during a live Auction, in writing or by an electronic
transmission, including e-mail or fax, given to the Buyer by
Auctioneer or Seller or at the address or other contact
information provided by Buyer at the Auction (Buyers Contact
Information ). Such acceptance will be complete and
effective if transmitted electronically, upon completion of
the last act necessary for the computer user creating the
notice of acceptance to transmit the e-mail message to the
Internet for delivery to the Buyer. Any means of written or
electronic communication by Seller, the choice of which
shall be solely at Sellers option, shall be sufficient for
purposes of Sellers acceptance being effective in accordance
with the foregoing. The Buyer assumes all responsibility for
the accuracy and effectiveness of the address and any other
of the Buyers Contact Information provided by Buyer and for
the receipt of Sellers or Auctioneer communication of
acceptance at any such address. All risk of loss during the
transmission of Sellers or Auctioneer’ notice of acceptance
or any other notice required or permitted under the Auction
Terms and Conditions shall be borne by Buyer. Upon the
acceptance of Buyers offer, the terms of the contract
between Seller and Buyer will include the price to be paid,
these Auction Terms and Conditions and the identifying
information for the specific Equipment purchased by such
Buyer. The Auction Terms and Conditions may only be modified
in writing signed by authorized representatives of each the
Buyer, Auctioneer and Seller.

6. Unless: (a) otherwise agreed in writing by the Seller and
the Buyer; or (b) otherwise posted or announced by
Auctioneer, all payments are due for Equipment purchased
hereunder to Auctioneer, as directed, within 48 hours of the
Auction (“Payment Date”). All payments must be made by wire
transfer to the bank account identified in the cover letter
attached to the invoice sent to Buyer by Auctioneer. All
payments are to be in US Dollars only and each Buyer will be
responsible for any fees charged by its bank for payment
made hereunder. In the event a Buyer’s payment is not
received by the Payment Date, Seller and Auctioneer may
exercise any options under these Terms and Conditions,
including, but not limited to, resale or other disposal of
such Equipment pursuant to Section 11.

7. For any purchase in cash with a value of $10,000 or
greater, the Buyer will be required to complete United
States Treasury Department form number 8300. These forms are
available from the Auctioneer or Auctioneer and must be
completed and returned to the Seller as directed at the time
of payment.

8. Each Buyer will be charged for all applicable taxes in
accordance with the laws of the state and/or country where
the purchased Equipment is located or as otherwise directed
by Seller or Auctioneer. Buyer will be charged applicable
taxes if Buyer did not provide at registration the tax
exemption certificates that Buyer will rely upon to
establish a tax exemption for any Equipment purchased
hereunder. Similarly, if in Auctioneer’s reasonable business
judgment, any such certificates provided by Buyer are not
valid or applicable, Buyer shall be charged applicable taxes
and the Equipment will not be released to Buyer until the
Buyer has paid the final purchase price and all taxes as
shown on the invoice from Buyer. Buyer agrees to defend,
indemnify and hold Seller and Auctioneer harmless from any
claims, liabilities, penalties, forfeitures, and associated
costs and expenses (including attorneys fees and costs),
which they may incur due to Buyer failing to pay all
applicable taxes.

9. Each lot of Equipment sold via Auction may be offered
subject to a reserve price with or without notice to each
Buyer. The Seller or Auctioneer may, without giving any
reason, refuse to accept the bidding of any Buyer. The
Seller or Auctioneer may, at their discretion and without
any liability, cancel without notice the Auction either
totally or in respect to any particular lot or lots of
Equipment or to alter, vary, or withdraw any lot or lots
either before or at any time after commencement of the
Auction and prior to acceptance of a bid. The Seller or
Auctioneer shall have the right to offer a complete facility
as a single lot. The advances in the bidding shall be
regulated by Auctioneer. Auctioneer reserves the right not
to acknowledge or accept any bid which is deemed a junk bid,
in Auctioneer’ sole discretion. Auctioneer reserves the
right not to acknowledge or accept any bid which is merely a
fractional advance over the preceding bid, in their sole
discretion. If, for any reason whatsoever, the Seller fails
to deliver an awarded lot or any portion thereof, the
Seller’s and Auctioneer’ sole liability shall be the return
of any deposit or monies paid on such non-delivered lot or
portion thereof, and Buyer shall have no further claim with
respect thereto.

10. In the event of a tie or other dispute between Buyers,
Auctioneer at its sole discretion may reopen the bidding to
determine the highest bidder. Auctioneer’s decision shall be
final and absolute. The record of sale kept by Auctioneer
will be taken as final in the event of any dispute.

11. In the event the Buyer fails to make payment in full by
the Payment Date, fails to remove Equipment by the Removal
Date or otherwise defaults in its obligations regarding the
Equipment purchased, Seller or Auctioneer may resell or
otherwise dispose of such Equipment without notice to and at
the Buyers sole risk and expense and recover from Buyer any
loss and costs of resale, including reasonable attorneys
fees and cost of suit. Seller or Auctioneer, at their sole
option, may elect to retain for Seller all monies deposited
in part payment by Buyer as liquidated damages and cancel
Buyer’s agreement of purchase. Auctioneer is acting as an
independent contractor retained by Seller and is not
responsible for the acts of Seller or any other principals.
Seller is not responsible for acts of Auctioneer or any of
their service providers or agents.

12. Buyer shall examine or inspect equipment prior to the
day of the auction. All equipment is used and is sold as-is,
where-is and with all faults. Seller and auctioneer make no
warranty, express or implied, as to the nature, quality,
value or condition of any equipment. Auctioneer and seller
expressly disclaim all warranties express or implied,
including, but not limited to, any implied warranty of
merchantability, non-infringement of third party rights or
fitness for particular purpose. Buyer acknowledges and
agrees that any sale is a sale of hardware items only and
does not include any program code, software, firmware or
data (“software”) whatsoever, in any form or medium,
regardless of whether such software has been packaged with,
installed on, integrated or imbedded into or otherwise
included with the equipment. Any such software, and any
copyrights, patents, trade secrets, trademarks or other
intellectual property rights in such software and the
equipment may be the property of the manufacturer of the
equipment or one or more other third parties. No sale shall
grant or convey to buyer any license or rights whatsoever in
or to any such third-party software or intellectual
property, and as a condition to any use thereof buyer agrees
to obtain the appropriate licenses and authorizations from
such third parties. No oral or written information or advice
given by seller or auctioneer, or any representative thereof
shall create a warranty or in any way increase the scope of
this warranty. Buyer accepts the risks of use and except as
otherwise stated herein such risks fall solely on buyer. In
no event shall seller, auctioneer or auctioneer be liable
for any indirect, special, incidental or consequential
damages resulting from their performance or failure to
perform under this auction or the furnishing, performance or
use of any equipment sold pursuant hereto, whether due to a
breach of contract, breach of warranty, strict liability,
negligence or otherwise.

13. Seller and Auctioneer make no representation or warranty
concerning the truth or completeness of information provided
to Buyer regarding the Equipment subject to Auction.
Photographs are provided solely for the Buyers convenience
and shall not be construed to create representation or
warranties of any kind pertaining to the Equipment. Buyer
acknowledges that it has had the full opportunity to
physically inspect all Equipment prior to tendering its bid
and agrees that, to the extent that Buyer elects not to
physically inspect the Equipment, that Buyer hereby
expressively waives any right it may have, if any, to seek
any recourse for any claim that such inspection would have
revealed. Buyer waives any and all claims against Auctioneer
and/or Seller relating to photographs or descriptions of
such Equipment. And, while quantities and descriptions are
believed to be correct, there are no guarantees and neither
Auctioneer, Seller, nor their representatives will be held
responsible for advertising discrepancies, inaccuracies or
failure of the Equipment to correspond with any standard
expected. No Equipment shall be sold or deemed to be sold by
description. A Buyer shall not be entitled to rely on any
representations made either in writing or orally by or on
behalf of the Seller or Auctioneer. The description,
measurements, dimensions, serial and Equipment numbers,
year, model, quantities and weights set out in the auction
brochures, catalogues and/or invoices are believed to be
accurate, but such information is given by way of
identification only and no warranty, condition or guarantee
is given or is to be implied as to the accuracy of such
descriptions, measurements, serial and Equipment numbers,
year, models, quantities or weights or other particulars or
the genuineness or authenticity of any lot of Equipment and
neither the Seller or Auctioneer will be responsible for any
damage or loss (consequential or otherwise) arising as a
result of any inaccuracy in respect thereof.

14. All Equipment must be removed by the posted removal
date. All removal is at the Buyer’s cost, unless otherwise
noted. There shall be no removal of Equipment until the
Auction is completed and the Buyer has paid in full the
final purchase price, including the Buyers Premium and all
applicable taxes. Auctioneer may restrict removal of
Equipment in whatever manner they deem necessary in order to
maintain the operation and security of the premises and
Equipment. Buyer shall be responsible to completely remove
all Equipment purchased and shall proceed diligently in the
removal of the Equipment. Any Equipment not removed by the
posted removal date may be subject to daily storage charges.
No forklifts, tools or material handling equipment located
at the auction site may be used by Buyers during removal.
Auctioneer takes no responsibility or any liability
resulting from claims for loss or damage to equipment due to
removal by Buyer. Auctioneer makes no warranty about damage
free transport and takes no responsibility or any liability
resulting from claims for loss or damage to equipment during
transport to Buyer’s location. During removal of Equipment,
no liability can be accepted by the Seller or Auctioneer for
any loss or damage arising from strikes, industrial
disputes, war, acts of God, and other things beyond Seller’s
or Auctioneer’ control.

15. Each Buyer or their agent should inspect the purchased
Equipment at the Sellers applicable facility before the
Equipment is removed from Sellers premises and determine the
removal and shipping requirements of said Equipment. This
may be done by the Buyer and/or their agent. Seller and
Auctioneer take no responsibility for shortages or
differences in piece counts or any liability resulting from
claims for loss of or damage to and/or missing pieces of the
Equipment upon arrival at Buyers destination.

16. Buyer shall assume that hazardous materials may have
been used in the Equipment and that it may not have been
completely removed and ensure that people coming in contact
with the Equipment use proper protective equipment and
clothing until the actual condition of the Equipment is
determined. Buyer acknowledges having been notified that
proper protective gear and clothing, and proper safety
methods should be used at all times when handling and/or
using the Equipment. If applicable, Material Safety Data
Sheets for the hazardous materials listed will be provided
upon written request. Buyer, for itself and for any other
recipient on Buyers behalf, agrees that in the event the
Equipment is transferred to a third party prior to being
used by the Buyer or other recipient, Buyer will attach
disclosure information, if applicable, to the Equipment and
to the documentation covering the transfer of the Equipment.
Buyer agrees to require that the disclosure information be
continuously passed on to subsequent recipients until the
Equipment has reached the final recipient or end user.

17. Buyer agrees that, upon taking possession of the
Equipment, it will be Buyers responsibility and duty to
inspect and monitor all Equipment on a continuing basis, to
provide proper safety devices and Equipment and all means
necessary to safeguard the operator from any harm for any
particular use or operation or setup of the Equipment. Buyer
accepts full responsibility for any further duty to
adequately install, operate or safeguard all Equipment and
meet all applicable government safety standards, which may
be imposed from time-to-time.

18. Buyer shall bear all risk of loss, property damage,
environmental damage and personal injury caused by removal
and transportation of Equipment purchased hereunder. Seller
warrants that upon Seller’s receipt of the payment of agreed
purchasing price from Auctioneer, title and risk of loss or
damage will pass to Buyer. A certificate of insurance
reflecting adequate insurance coverage, holding Auctioneer
and Seller harmless against any damage must be furnished to
the Seller prior to such removal. Buyers obligations with
regard to removal of Equipment purchased further include the
obligation to repair and restore any damage to the real
property or permanent improvements where the Equipment is
located caused by the removal of Equipment. This includes
repairing any external openings created by such removal
where the item removed constituted a portion of the external
shell of the building, i.e., a tank that protrudes through
the roof. In the event of any question, Seller shall make
the final determination as to what repairs Buyer must make.
In the event any of the repairs described herein are
necessary they must be made, if possible, prior to the
Equipment being removed. Buyer agrees to defend, indemnify
and hold Seller and Auctioneer harmless from any claims,
liabilities, penalties, forfeitures, and associated costs
and expenses (including attorneys fees and costs), which
they may incur due to Buyers purchase or use of the
Equipment.

19. Buyer must remove Equipment from Seller’s location by
the designated removal date. The removal date (“Removal
Date”) will be determined and agreed to by Seller and Buyer,
subject to Seller’s de-installation schedule, unless an
exception is posted at the Auction sale, online in the case
of web-cast Auction events or announced by Auctioneer, or an
arrangement is made between Seller and Buyer and approved in
writing by Seller and Buyer. Any Equipment not removed by
Buyer from the Sellers storage location by the Removal Date
will result in Buyer being in violation of these Auction
Terms and Conditions, giving Seller and Auctioneer the right
to exercise any options under these Terms and Conditions,
including, but not limited to, resale or other disposal of
such Equipment pursuant to Section 9., and Buyer hereby
agrees to pay Seller a late charge of $500.00 per day, plus
additional expenses incurred by Seller, or Auctioneer to
remove, resell or dispose of such Equipment.

20. In the event of problems resulting from online or
webcast auction software malfunctions, internet connection
disruptions or other computer related malfunctions,
Auctioneer reserves the right to cancel any sale. Auctioneer
at its sole discretion may reopen the bidding to determine
the highest bidder. Auctioneer’s decision shall be final and
absolute. The record of sale kept by Auctioneer will be
taken as final in the event of any dispute.

21. Certain items of Equipment offered for sale at the
Auction may constitute Restricted Technology. Under federal
law, such items may not be shipped outside of the United
States. Seller and Auctioneer make no representation or
warranty concerning, and has conducted no investigation to
ascertain the Equipment, if any, that constitutes Restricted
Technology. Buyer acknowledges and agrees and further
represents and warrants that: (i) it is solely responsible
for determining all licensing/legal requirements and
obtaining all licenses and legal authorizations required to
purchase, import or export any Equipment; (ii) it will not
request or make any regulatory certifications or
applications in the name of or on behalf of Seller or
Auctioneer; (iii) it will not, unless specifically
authorized by appropriate government license or regulation,
transfer, export or re-export, directly or indirectly, any
Equipment, including without limitation any technology,
software, or components purchased hereunder or its direct
product to any countries or to their assimilated entities
(i.e. Embassies, Consulates, Controlled In Fact Entities) or
to the nationals of any country which are subject to the
United States or other countries export control laws and
regulations, as applicable, including the Export
Administration Regulations. Such restricted countries
include, but may not be limited to, Afghanistan, Cuba, Iran,
Iraq, North Korea, Libya, Sudan or Syria, as well as any
other country subject to restriction under applicable laws
and regulations; (iv) it is not located in, under control
of, or a national or resident of any such country; (v) it
and any party it represents are not legally barred from
buying, exporting or importing Equipment and that it and any
party it represents are not identified on any end-user list
maintained by the United States government, including but
not limited to the following lists: Debarred Parties List
(U.S. Dept. of Commerce); Denied Persons List (U.S. Dept. of
Commerce); Entity List (U.S. Dept. of Commerce); Unverified
Users List (U.S. Dept. of Commerce); Specially Designated
Nations List (U.S. Dept. of Treasury, Office of Foreign
Asset Control); and/or Parties of Non-Proliferation Concern
List (U.S. Departments of State and Commerce); (vi) it will
not use the Equipment in any activity related to the
development, production, use or maintenance of "Weapons of
Mass Destruction" including without limitation, uses related
to nuclear, missile, and/or chemical/biological development;
and (vii) it will not transfer, export or re-export,
directly or indirectly, the Equipment to any third party
engaged in any such activity. Buyer agrees to defend,
indemnify and hold Seller, Auctioneer and Auctioneer
harmless from any claims, liabilities, penalties,
forfeitures, and associated costs and expenses (including
attorneys fees and costs), which they may incur due to
Buyers failure to comply fully with all applicable federal,
state, and local laws and regulations, and the laws and
regulations of other countries to the extent that such may
be applicable, including, but not limited to, the export
control laws of the United States of America or other
applicable countries.

22. This shall be a Connecticut contract and shall be deemed
to have been made in Connecticut. Any claim relating to the
contract or to the sale or use of the Equipment shall be
governed by and construed in accordance with the laws of the
State of Connecticut (regardless of the laws that might be
applicable under principles of conflicts of law). The terms
and provisions of the United Nations Convention on Contracts
for the International Sale of Goods are expressly agreed to
be not applicable to any contract between Buyer and Seller
relating to the Equipment.

23. Any Dispute shall be settled by binding arbitration in
accordance with the Commercial Arbitration Rules of the
American Arbitration Association. Such arbitration shall be
conducted in Connecticut. The arbitration shall be conducted
by a single arbitrator, selected in accordance with the
applicable rules of the association. Any award rendered by
the arbitrator may be entered as a judgment or order and
confirmed or enforced by either the Buyer or the Seller in
any state or federal court having competent jurisdiction
thereof. If these terms and conditions are found not to be
subject to arbitration, the parties knowingly and willingly
waive any right they have under applicable law to a trial by
jury in any dispute arising out of or in any way related to
this agreement or the issues raises by that dispute.

24. These Auction Terms and Conditions along with the price
to be paid as accepted at the Auction, the identifying
information for the specific Equipment purchased by such
Buyer, and any other specific terms and conditions relating
to the removal/crating/shipping of such Equipment as
disclosed by Seller or Auctioneer represent the entire
agreement between the parties as to the subject matter
hereof.

25. In the event of a conflict between these Auction Terms
and Conditions and any other agreement, understanding or
other document relating to the sale of the Equipment, these
Auction Terms and Conditions shall govern.

26. All sales transactions are to be conducted in US
Dollars.