Customary Terms of Sale: All persons attending or participating in an auction or sale, whether on the premises, on the Industrial Recovery Services ("IRS") web site or content page or the web site or content page of an affiliate of IRS (collectively, the "IRS Web Site"), or otherwise acknowledge and agree that their attendance and/or participation constitutes their agreement to be legally bound by all of the terms set forth below (the "Customary Terms of Sale").

1. IDENTIFICATION: For on premises auctions or sale, all participants are required to register by giving their full name and address and showing proper identification, acceptable to IRS, upon which they will receive a bidders paddle, if applicable. For on line auctions or sales, all participants are required to register by giving their full name, address, credit card and other information requested by IRS in order to receive a User ID for bidding or purchase.

2. DEPOSIT: Each on premises bidder agrees to maintain a deposit equal to 25% of the knock down floor price of an item such bidder is bidding on throughout the sale.  Deposits made in connection with on premises auctions may be made in advance of the auction and the balance thereof for unsuccessful bidders will be refunded promptly after the auction is completed. Upon non-payment or other default by a bidder, whether on premises or on-line, the auctioneer or IRS, as the case may be, in addition to all other remedies allowed by law, may retain all monies received as deposit or otherwise as liquidated damages.

3. PAYMENT:

(a) The following payment terms apply to on premises auctions and sales:

(i) Invoices must be paid in full by conclusion of sale day unless otherwise specified.

(ii) Business and personal checks will not be accepted without a letter of guarantee from a purchaser’s bank acceptable to IRS in substantially the form set forth below:

MR. "CUSTOMER NAME" IS A CUSTOMER OF THIS BANK. THIS BANK UNCONDITIONALLY GUARANTEES PAYMENT TO INDUSTRIAL RECOVERY SERVICES ON THE ACCOUNT LISTED HEREIN UP TO THE AMOUNT OF $______________________. THIS LETTER IS VALID UNTIL ( DATE) .

Such letter of guarantee must be good for at least 10 days beyond the auction or sale date.

(iii) A buyers premium, to be determined by IRS and announced, will be applied to invoice(s) in addition to the purchase price.

(iv) Sales tax where applicable applies to all sales unless the buyer has, in the sole determination of IRS, proper exemption.

(v) No item will be released until IRS has received payment in full for it.

(vi) Unless otherwise consented to by IRS or if in conformity with (ii) above, all payments shall be in the form of cash or a certified or cashier’s check payable to IRS.

(b) The following payment terms apply to on-line auctions or sales:

(i) All successful On-Line Bidders agree to make full payment via bank wire transfer to IRS within (48) hours of the Online Closing Date.

(ii) A buyers premium, to be determined by IRS and announced, will be applied to invoice(s) in addition to the purchase price.

(iii) Sales tax where applicable applies to all sales unless buyer has, in the sole determination of IRS, proper exemption.

(iv) No item will be released until IRS has received payment in full for it.

(v) Any required deposits shall be payable by bank wire payments 24 hours prior to  the auction closing date.

(c) The following payment terms apply to all on premises and on-line auctions and sales:

(i) All checks shall be payable to the order of "Industrial Recovery Services".

(ii) All invoices or other amounts due shall be paid to IRS or the auctioneer as announced.

(iii) The full purchase price on all items sold to the same buyer must be paid within the time announced and before removal and/or shipment of any items.

(d) For certain auctions or sales, including liquidations, IRS may, at its sole discretion, require bank wire payment(s).

4. MANNER OF OFFERING: The auctioneer or IRS, as the case may be, reserves the right to group lots, make lots smaller, add to, delete from, sell similar consecutive lots in groupings and to remove from auction or sale any of the items listed. The auctioneer or IRS, as the case may be, also reserves the right not to accept or acknowledge any bid which is merely a fractional advance over the preceding bid.

5. SALES: All items in an auction will be offered to the highest bidder for cash in accordance with these Customary Terms of Sale. IRS may also offer and sell items without use of an auction upon these Customary Terms of Sale. However, notwithstanding anything herein to the contrary the Customary Terms of Sale are subject to change without notice at any time, including on the day of auction or sale or during an auction, by IRS or the auctioneer conducting an auction. In addition, IRS reserves the right to change without notice at any time the IRS Web Site. It is the responsibility of bidders, other participants and attendees to regularly review these Customary Terms of Sale for changes or modifications. IRS shall serve as the auctioneer for all on-line auctions and sales and shall select a third party or an employee of IRS to conduct on premises auctions and sales. All items will be offered to the highest bidder in accordance with the bid process as established and modified from time to time by IRS. The auctioneer and IRS reserves the right to sell on behalf of third parties or its own account. IRS reserves the right to revoke any bidder’s privileges for any reason. IRS reserves the right to extend and/or change both the On-Line Closing Date with respect to on-line auctions and the on premises sale date with respect to on premises auctions. All items will be offered subject to prior sale. Should any dispute arise between two or more bidders or parties, or as to any bid, the lot or item in question may, at the discretion of the auctioneer in the case of on premises auctions and IRS in the case of on-line auctions, be immediately put up again and re-sold. For on premises auctions or sales the auctioneer or IRS, as the case may be, shall regulate all matters relating to the conduct of the auction or sale and the auctioneer’s or IRS’ decision, as the case may be, shall be final and binding on all bidders or parties. For on-line auctions IRS shall regulate all matters relating to the conduct of the auction or sale and the decision of IRS shall be final and binding on all bidders. The auctioneer or IRS, as the case may be, reserves the right to refuse any unregistered bidder or party the privilege of bidding or participating in an auction or sale and may revoke such privilege at any time. With respect to registered bidders or parties, if the auctioneer or IRS, as the case may be, determines in his or its discretion that a bidder or party is disrupting or interfering with an auction or sale or is not present at an auction or sale for a legitimate business reason, the auctioneer and IRS reserves the right to refuse such bidder or party the privilege of bidding and participating in the auction or sale and may require the bidder or party to leave the premises at which the auction or sale is taking place or discontinue service to such bidder in the case of on-line auctions. All sales are final, on a "as is, where is", "in place", "with all faults" basis with no conditions or warranties whether expressed, 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. No sale shall be invalidated and the auctioneer and IRS, its affiliates, stockholders, directors, officers, employees or agents shall have no liability for mis-description of any article or lot whether contained in a catalog, advertisement or otherwise. Descriptions of items have been prepared for guide purposes only and shall not be relied upon by the bidder or buyer for accuracy or completeness. Please take advantage of the inspection period, if any, for an item. Each bidder and buyer shall be deemed to have relied entirely upon his or her own inspections, inquiries and/or investigations. Each bidder and buyer acknowledges and agrees that such bidder or buyer has had adequate opportunity to inspect, inquire and/or investigate all the items upon which such bidder or buyer is bidding or attempting to buy. Each of IRS, the auctioneer and the seller of an item, as the case may be, assume no liability for errors, omissions and/or the accuracy of an item’s description and/or listing. By using the IRS Web Site, a person warrants to IRS that he or she is at least 18 years of age and possess the legal authority to use the IRS Web Site and participate in auctions on or linked to the IRS Web Site, including the purchase of items and other services (collectively the "Services") that are or may be listed on such site, in accordance with these Customary Terms of Sale. A person using the IRS Web Site further warrants that he or she has full legal authority to enter into binding agreements for the purchase of goods and services. In addition, such person agrees to be financially responsible for all of his or her use of the Services (as well as for the use of such person’s account by others, including without limitation minors living with such person). A person using the IRS Web Site agrees to supervise and be responsible for all usage of minors of the Services under his or her name or account. Further, such person warrants that all the information supplied by him or her or members of their household in using the Services, including without limitation their name, street address, and telephone number, is true, correct and accurate. Failure to provide accurate information may subject such a person to civil or criminal penalties. A person using the Services understands and agrees that such person will be completely responsible for all charges, fees, duties, taxes, and assessments arising out of the use of the Services. IRS makes no claims and cannot determine whether an item can be legally purchased or sold within the jurisdiction of a bidder or buyer. As such, use of the Services is at such person’s own risk and IRS disclaims any liability with regard to the Services and any actions resulting from such party’s or any other party's participation in the Services.

6. NO UNLAWFUL OR PROHIBITED USE. By the use of the IRS Web Site, a bidder, buyer or other party (a "User") agrees that it shall not use such site for any purpose that is unlawful or prohibited by these Customary Terms of Sale. Each User agrees not to use the IRS Web Site in any manner that could damage, disable, overburden or impair the IRS Web Site or interfere with any other User’s use and enjoyment of the IRS Web Site.

7. ADJUSTMENTS: Errors in estimates of item inventory will be adjusted, but no adjustment will be made after the items have been removed from their place of sale, handled by the buyer or after the removal dates as listed on the sale invoice and announced by IRS or the auctioneer, as the case may be, at the start of the sale, whether or not the item has been removed. All adjustments must be authenticated and approved by IRS. In no cases will any adjustments be made after the item(s) has been removed from the auction or sale premises or sent for delivery to a buyer.

8. RESPONSIBILITY FOR NON-DELIVERY: Each of IRS, the auctioneer or the seller of an item shall not, in any event, be liable for non-delivery or for any other delivery matter, to any buyer of any item, other than for the return to the buyer of the deposit or sum paid for or in connection with such item, if any, that the buyer may be due.

9. LIABILITY AND INDEMNIFICATION: The risk of loss of any item passes to the buyer at the time the item is sold. The buyer will thereafter assume the risk of any damage, theft or any other loss with respect to the item. Buyers, bidders, participants and attendees acknowledge and understand that they are using the services provided by or through IRS at their own risk. Persons involved with or attending an auction or sale, whether as a bidder or otherwise, or removal of items assume all risks of damage of or loss to person and property and specifically release and indemnify IRS and the auctioneer from liability therefore. With regard to on premises auctions each of IRS, the auctioneer and a seller of an item shall not be liable by reason of any defect in or condition of the premises in which the auction is held. The buyer shall defend and indemnify and hold IRS, the auctioneer and the seller of item(s) harmless from and against all claims and liabilities relating to the condition of, removal of, or use of the items purchased or failure of the buyer or a third party to follow instructions, warnings or recommendations of the manufacturer of an item, or to comply with federal, state and local laws applicable to such articles, including OSHA requirements, and Environmental Protection Agency requirements, or for proximate or consequential damages, costs or legal expenses arising therefrom. Further, the buyer assumes and agrees to indemnify, defend and hold harmless IRS, the auctioneer and the seller of an item for any future claim(s) pertaining to the fitness, merchantability, suitability for a particular purpose, or use of an item as purchased. Also, the buyer expressly waives any claim in respect to any possible future use of an item purchased for any purpose(s). IRS makes no representation or warranty that the IRS Web Site will be available on a timely basis, or will be uninterrupted or error free. In no event shall IRS be liable for any damages, including without limitation any direct, indirect, incidental, special or consequential damages, arising out of the use of or inability to use the IRS Web Site or any linked or associated pages.

10. SAFETY DEVICES: IRS and the auctioneer makes no representation or warranty whatsoever that the items sold comply with OSHA standards, ANSI safety requirements, or any other industry or applicable safety standards. It is the buyer’s responsibility that items purchased be equipped and safeguarded to meet any applicable safety standards before placing such items into operation. The buyer assumes all responsibility and shall indemnify IRS and the auctioneer against any claims, actions or liabilities arising out of or relating to any failure of the items sold hereunder to comply with such standards.

11. RECORDS: The record of sale(s) kept by the auctioneer and/or the IRS bookkeeper will be taken as final in the event of any dispute.

12. INDEPENDENT CONTRACTOR: IRS and the auctioneer, as the case may be, is acting as an independent contractor only and is not responsible for the acts of its principals or sellers.

13. REMOVAL: No item can be removed during the auction or sale without the auctioneer's or IRS' approval. No item shall be removed unless paid for in full and all items purchased shall be removed as announced. The buyer shall be responsible for all costs of removal and shall be liable for any damages, including without limitation, any environmental laws and regulations and all requirements established by IRS or the auctioneer for the removal of items including requirements as to the bonding and insuring of movers. Upon failure of a buyer to remove items within the time announced, IRS , the Seller and/or the auctioneer shall have the option of removing and storing the items at the expense and risk of the buyer or reselling such items without notice at public sale or otherwise disposing of the items at risk and expense of the buyer or can dispose of the items purchased which, in any and all events, shall eliminate the rights of the purchaser in any items purchased. Upon such failure to remove the items within the time announced, all amounts paid by the buyer shall be retained by IRS, and buyer shall not be entitled to a refund of any deposits or other amounts paid by buyer with respect to the items. In addition, the buyer shall be responsible for, and shall indemnify IRS against, any damage, theft, bank repossession or other losses or damages resulting from the buyer's non-payment, failure to remove the items within the time announced, or any other default. 

14. CONTRACT MOVERS: If the buyer wishes to hire or contract with a machinery mover, rigger or other type of outside contractor, IRS WILL NOT ALLOW them to work on any auction or sale premises unless they have placed with IRS or the auctioneer a satisfactory certificate of insurance, as determined by IRS in its sole discretion, protecting IRS, the auctioneer and seller(s) against any or all claims arising from personal injury and/or property damage created by their actions. This requirement is for such party’s protection and not for the buyer’s and therefore IRS and the auctioneer suggest that prospective bidders and buyers review the insurance policies of mover(s) regarding the coverage that they have protecting the buyers and damage or loss of the items they may be moving for the buyers. IRS shall not, in any way, be responsible or liable for the actions or omissions or any mover or any similar third party retained or engaged by a buyer to move or deliver purchased item(s) and each buyer hereby releases IRS and its directors, officers, employees and agents from any and all such responsibility and/or liability and waives any claim against such parties in connection therewith.

15. RESERVE: IRS or the auctioneer, as the case may be, reserves the right to reject any and all bids or offers. On items upon which there is a reserve, IRS, consigners, the auctioneer, and/or any affiliated person or company, and/or their agents reserve the right to bid on behalf of the seller. IRS, consigners, the auctioneers or any affiliated person or company reserves, and/or their agents, reserves the right to consign items to an auction or sale and to participate as a bidder or buyer. IRS, the auctioneer, consigners, employees, assignees and/or their agents may bid for their own account at any auction or sale and may have information not otherwise available to the public regarding reserves, values or other material facts relating to the items which are the subject of the auction or sale. When an item is sold to the book, it may be sold, passed, withdrawn, returned to the seller or bought or brought in.

16. MISCELLANEOUS: These Customary Terms of Sale and any disputes relating thereto or any dispute among IRS, an auctioneer, a buyer, a bidder, User, or an attendee at an auction or sale shall be governed by the laws of the Commonwealth of Pennsylvania without giving any effect to any principles of conflicts of law. A buyer, bidder, User, participant or an attendee at an auction or sale hereby (i) consents to the exclusive jurisdiction and venue of the United States District Court for the Middle District of Pennsylvania, or in the even that court lacks jurisdiction to hear a claim, in the Court of Common Pleas for York County and (ii) agrees that it will not institute legal actions against IRS, its officers, employees, or an auctioneer in any other court or administrative body, without the express written permission of IRS and that if this provision is violated by such party, then such party shall be liable for all legal fees and expenses incurred by IRS in removing the case to another court or administrative body. Use of the IRS Web Site is unauthorized in any jurisdiction that does not give effect to all the provisions of these Customary Terms of Sale. If any part of these Customary Terms of Sale is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimer and liability provisions, set forth herein, then the invalid and unenforceable provisions will be deemed superceded by a valid, enforceable provision that most closely matches.

THANK YOU FOR YOUR PARTICIPATION IN OUR AUCTION!