NOTICE: All Bidders of this auction agree that they have read and fully understand these terms and agree to be bound thereby. 1. METHOD OF SALE: All assets are being offered for sale as an entirety as well as in piecemeal lots. The entirety bidding for Rita's Water Ice will close @ 12:00 Noon, the entirety bidding for Quizno's Restaurant Equipment will close @ 12:30 PM and the individual lot bidding will start to close @ 1:00 PM. The Auction Company will compare the entirety bids against all of the piecemeal bids. The method, or combination of methods, which best serves the interest of the seller, will be the manner in which the assets will be considered sold. This determination will be made shortly after the closing of the bidding. 2. REGISTRATION: Buyers must register prior to bidding at this auction sale. A valid credit card is required to register; we accept, Visa, Mastercard and Discover. By registering you represent and warrant that any and all Buyer information is correct. Auction Company reserves the right to deny any registered bidder at any time at its sole discretion without notification. 3. INSPECTION: Bidders may inspect the equipment and are urged to do so on Monday, January 1st from 9 AM to 4 PM. Please take advantage of the inspection period. Everything is being sold "as is - where is". 4. INVOICES: Bidders will be sent an electronic invoice to the email address provided during registration. Invoices can be faxed upon request. 5. PAYMENT: Auction Company must receive all payments by 4:00 PM on Friday, February 4, 2011. Payments may be made by money order or cashier’s checks drawn to the order of Wm. F. Comly & Son, Inc, 1825 E. Boston Street, Philadelphia, PA 19125. Company checks will only be accepted when accompanied by a valid bank letter of guarantee payment stating that: MR./MRS.___________ (Specify Name) IS A CUSTOMER OF OUR BANK, AND WE WILL GUARANTEE PAYMENT OF CHECKS WRITTEN ON HIS/HER ACCOUNT UP TO $__________________ (Specify Amount) FOR PURCHASES MADE AT YOUR AUCTION ON WEDNESDAY, FEBRUARY 2, 2011. Bank wire transfer to the account of Wm. F. Comly & Son, Inc will also be accepted for payment, please call auction office for further instructions. We accept Visa, Mastercard & Discover. If payment arrangements are not made or received by the specified time listed above your credit card used at the time of registration will be charged and a 16% Buyer's Premium will be applied. 6. TIME OF REMOVAL: No goods will be released to the purchaser until the entire bill is paid for in full. Hours for removal are from 9:00 AM – 4:00 PM. All goods must be removed by 4:00 PM on Tuesday, February 8, 2011. 7. MANNER OF REMOVAL: Buyers must remove the merchandise from the premises at their own risk, expense and liability. Purchases can be removed only upon presentation of original paid bill. Auction Company is not responsible for items that are not removed within the time specified and has the option of dumping, storing or re-selling any item purchased at the expense and risk of the Buyer. 8. NON-PAYMENT: Failure to pay invoices in full within the time herein specified, the Auction Company will charge the purchasers credit card that was used at the time of registration for any unpaid balance on an invoice plus a 16% buuyer's premium. Or the Auction Company, in addition to all other remedies allowed by law, will subject the Buyer to pay as liquidated damages the full amount of difference between original invoice price and the re-sold price plus any expenses incurred to re-market or re-sell the assets. 9. NON-DELIVERY RESPONSIBILITY: All purchases made are at the Buyer’s risk. The Auction Company shall not be responsible if all or any part of such purchases be lost, stolen, damaged or destroyed from any cause whatsoever. The Auction Company shall not, in any event, be liable for non-delivery, or for any other matter or thing, to any Buyer of any lot, other than the return of the deposit or sum paid on said lot, should the Buyer be entitled to it. 10. CONDITION OF ITEMS SOLD: Auction Company is not responsible for the correct description, authenticity, genuineness of, or defect in any lot and makes no warranty in connection therewith. No allowance will be made or sale set aside on account of any incorrectness, error in cataloging or any imperfection not noted. No deduction will be allowed on damaged articles as all goods are exposed for public exhibition and are sold "AS IS" and without recourse. It is for this reason that all Buyers should avail themselves of the opportunity to make inspection prior to sale. 11. CLAIMS: Auction Company will not be responsible for any missed bids from any source. Under no circumstances shall Bidder have any kind of claim against Auction Company or anyone else if the Internet service fails to work correctly during the online auction. 12. INDEMNIFICATION: Buyer agrees to indemnify and hold harmless Auction Company and Seller from and against all claims and liabilities relating to the condition or use of the articles purchased or failure of user to follow instructions, warnings or recommendations of the manufacturer, or to comply with federal, state and local laws applicable to such articles or for proximate or consequential damages, costs or legal expenses arising there from. 13. AGENCY: The Auctioneer is acting as agent only and is not responsible for acts of its principals. 14. BUYER’S PREMIUM: 16% Buyer’s Premium will be added to all purchases. A 3% discount will be applied to invoices paid by cashier's check, money order or wire transfer. 15. SALES TAX: Buyer shall pay applicable sales or use taxes imposed by taxing authorities unless Buyer presents a resale certificate exempting the Buyer and Auction Company from the payment of any such sales and use taxes. 16. RIGGING: Removal and rigging to be at buyer’s own expense, risk and liability. A certificate of insurance for $1,000,000.00 naming Wm. F. Comly & Son, Inc. and Seller as additional insured entities must be presented to the Auction Company for all heavy rigging requiring the use of forklifts, cranes, etc., whether performed by the customer or a rigging company. The auctioneer has the right to reduce or eliminate these requirements at his sole discretion. COMLY AUCTIONEERS & APPRAISERS THANKS YOU FOR YOUR PARTICIPATION All property is sold “AS IS”, and ALL SALES ARE FINAL. Property is open to thorough public inspection. It is the Bidder’s responsibility to determine condition, age, genuineness, value or any other determinative factor. Wm. F. Comly & Son, Inc. may attempt to describe the merchandise in advertising, on the Internet and at the auction but makes no representations. In no event shall Wm. F. Comly & Son, Inc. be held responsible for having made or implied any warranty of merchantability or fitness for a particular purpose. Bidder shall be the sole judge of value. It is the Bidder’s responsibility to determine condition, age, genuineness, value or any other determinative factor. Wm. F. Comly & Son, Inc. shall endeavor to describe in detail each item and any pertinent information about it. Wm. F. Comly & Son, Inc. will not be responsible for any errors or omissions in the description of the merchandise unless it is a material and intentional misrepresentation of the item itself. Bidder agrees that everything is sold as is and that they may not return any item they purchase. Wm. F. Comly & Son, Inc. is providing Internet bidding as a service to Bidder. Bidder acknowledges and understands that this service may or may not function correctly the day of the auction. Under no circumstances shall Bidder have any kind of claim against Wm. F. Comly & Son, Inc. or anyone else if the Internet service fails to work correctly before or during the auction. Wm. F. Comly & Son, Inc. will not be responsible for any missed bids from any source. Internet bidders who desire to make certain their bid is acknowledged should use the proxy-bidding feature and leave their maximum bid 24 hours before the auction ends. Wm. F. Comly & Son, Inc. reserves the right to withdraw or re-catalog items in this auction.