ONLINE AUCTION BIDDER TERMS AND CONDITIONS. This Online Auction Sale (“Auction”), ending on January 13, 2016 at 3:00 p.m. (CST), is presented by Alan Ross Machinery Corporation d/b/a Grey Matter Liquidity (“Auctioneer”). All Auction bidders (“Bidders”) and Auctioneer hereby agree and consent to the following terms and conditions: REGISTRATION: Bidders must register online at least 24 HOURS PRIOR to the Auction start time to allow sufficient time for bidding approval. All registration information that Bidder provides to Auctioneer must be current, complete and accurate. Bidder agrees to not use any device, software or any other method to interfere or attempt to interfere with the Auction. DEPOSIT: A deposit of 5% of Bidders’ anticipated purchase or a bank letter of guarantee is required in order to bid online. See payment instructions below for deposit transfer instructions. PAYMENT INSTRUCTIONS: Bank letters may be faxed to: +1.847.897.2662 or emailed to: director@alanross.biz. Deposits may be bank wired (call +1.847.480.8900 for instructions). Certified or bank cashier’s checks to: 3240 Commercial Avenue, Northbrook, IL 60062. All purchases must be paid in full immediately following the conclusion of the Auction and prior to removal. Certified or bank cashier’s checks will be verified and allowed to clear prior to removal of any Asset. Auctioneer accepts the foregoing forms of payment, or Bidder’s bid is subject to cancellation and deposited funds may be forfeited. The Auction firm and/or Auctioneer may retain all funds received as deposit as liquidated damages in default of invoices not paid in full within the time stated. Lots not paid for or removed within the time allowed may be resold at public or private sale without further notice. Any deficiencies and other expenses of resale will be charged to the defaulting Bidder. DISCLAIMER OF WARRANTIES: ALL SALES ARE FINAL. Items for sale are sold “AS IS, WHERE IS” and “WITH ALL FAULTS.” Bidders are encouraged to inspect the items being sold at this Auction (“Assets”) in-person, by appointment. There are no warranties, contingencies, or guarantees of any kind, either written or implied. Asset descriptions are believed to be accurate, but additional information can arise regarding any and all items being sold during the Auction. New information takes precedence and shall not be deemed grounds for bid cancellation or any other claims by a Bidder. Bidders with questions regarding an item, its history or condition that are not answered by the lot description, should contact Auctioneer for further information. REMOVAL: RIGGING AND REMOVAL IS THE RESPONSIBILITY OF THE WINNING BIDDER (“Buyer”), by appointment only, in cooperation with the Asset owner. Buyer and/or anyone acting on Buyer’s behalf that removes equipment from the Asset site is required to have a valid certificate of insurance with adequate coverage for general liability and workman’s compensation valid in the states where the Assets are located. Limits required are: $2,000,000 USD general liability, $1,000,000 USD workers’ compensation and $1,000,000 USD motor vehicle coverage. The equipment must be removed by authorized riggers and contractors only. Any hydraulic fluid removal and/or oil leaks occurring during removal are Buyer’s responsibility to remove. Buyer and/or anyone acting on its behalf must take full responsibility for compliance with all applicable laws and exercise all reasonable care to ensure that there is no release to the environment of any hazardous wastes or substances as defined in applicable federal, state, and local statutes, regulations, rules and ordinances. TAXES: In most cases, Auctioneer will be required to charge sales tax on Buyer’s Auction purchases. However, Buyer may be able to provide a resale or manufacturing tax exemption certificate in order to have the tax removed from Buyer’s purchase. If applicable, Auctioneer requires that Buyer fill out the appropriate forms and provide them to Auctioneer before Auctioneer will consider Buyer’s invoice paid in full. This is required for each invoice. Upon request, Auctioneer can provide tax-exemption forms for upcoming auctions. Tax-emption forms will also be available at the Auction site. REFUNDS: All sales are final. Deposits made by unsuccessful Bidders shall be refunded within two business days. BUYER’S PREMIUM: IN ADDITION TO THE WINNING BID AMOUNT (“Purchase Price”), AUCTIONEER SHALL CHARGE AND COLLECT FROM EACH SUCCESSFUL BIDDER/BUYER AN 18% AUCTION FEE/BUYER’S PREMIUM. Unless otherwise agreed to in writing by Auctioneer, payment in full is due within 2 calendar days of the Auction date. BIDDING: As a Bidder, placing a bid is a binding offer between Bidder and Seller and the bid cannot be retracted or withdrawn once placed. Once Bidder places a bid, if that bid is the winning bid, Bidder will be obligated to purchase the Asset at the price indicated in the winning bid, subject to these terms and conditions. Notwithstanding the foregoing, all bids are subject to Seller’s final approval and no equipment shall be deemed to be sold in accordance with UCC §2-328 until approved by Seller. Auctioneer and Seller reserve the right to refuse any Bidder the privilege of bidding or attending the Auction or other sale event, and may revoke such privilege at any time. RIGHTS RESERVED: Auctioneer reserves the right, to withdraw any Asset before or at the time of the Auction, and/or to postpone the Auction of all or any Assets or parts thereof, for any reason. Auctioneer shall not be liable to any Bidder in the event of such withdrawal or postponement under any circumstances. GOVERNING LAW; JURISDICTION: This Auction and the terms and conditions set forth herein are being made in and shall be construed and enforced under the laws of the State of Illinois, without regard for conflicts of law principles. All Bidders, including but not limited to Buyer, irrevocably consent to and waive any objection to the jurisdiction and venue of the state and federal courts situated in Cook County, Illinois to the exclusion of all other courts, and all Bidders and Buyer waive any claims and defenses based on improper venue or “forum non conveniens.” WAIVER OF TRIAL BY JURY: EACH BIDDER, INCLUDING BUT NOT LIMITED TO BUYER, HEREBY WAIVES TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY ANY BIDDER AGAINST AUCTIONEER ON ANY MATTER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THESE TERMS AND CONDITIONS, THE ASSETS, OR THE PURCHASED ASSETS. NO COLLUSION: By participating in this Auction (whether you bid or not), Bidders represent that they have not engaged in any collusive activity regarding this Auction, and all Bidders agree to disclose any person with whom they have made an agreement regarding the bidding upon, or purchase of, any item auctioned. INDEMNITY: All Bidders, including but not limited to Buyer, hereby agree to indemnify, defend, and hold harmless Auctioneer, Seller, and their employees, independent contractors, subcontractors, representatives, invitees, agents, affiliates, or other representatives from and against and with respect to any and all loss, liability, assessment, claim, cause of action, demand, damage or expense, including, without limitation, reasonable attorneys’ fees, court costs, penalties, charges and amounts paid in settlement of the foregoing arising from or related to (i) the purchase and sale of the Assets, (ii) Bidder’s acknowledgements, agreements, covenants, representations, or warranties in these terms and conditions, or (iii) any personal injury or death or any damage to property caused, in whole or in part, by such Bidder or such Bidder’s Representatives. ENTIRE AGREEMENT: These Terms and Conditions constitute the entire agreement between the parties. They may not be amended, modified or superseded except in a signed writing executed by all parties. No oral or written statement by anyone employed by Auctioneer or acting as agent or representative of Auctioneer may amend, modify, waive or supersede the terms herein unless such amendment, waiver or modification is contained in a writing signed by all parties. If any section of these Terms and Conditions or any term or provision of any section is held to be invalid, void, illegal or unenforceable by any court of competent jurisdiction, the remaining sections or Terms and Conditions shall continue in full force and effect without being impaired or invalidated in any way. AUCTIONEER’S REMEDIES: Failure of a Bidder to comply with any of these Terms and Conditions or any other aspect of the Auction is an event of default. In such event, Auctioneer may, in addition to any other available remedies specifically including the right to hold the defaulting Bidder liable for the Purchase Price or to charge and collect from the defaulting Bidder’s credit or debit accounts as provided for elsewhere herein: (a) cancel the sale, retaining any payment made by Bidder as damages (Bidder understands and acknowledges that Auctioneer will be substantially damaged should such default occur, and that damages under sub-part (a) are necessary to compensate Auctioneer for such damages); (b) resell the Assets in any manner in which Auctioneer or Seller choose, including but not limited to without reserve at public auction or privately; (c) charge Bidder interest on the Purchase Price at the rate of one and one-half percent (1.5%) per month or the highest allowable interest rate; (d) take any other action that Auctioneer, in its sole discretion, deems necessary or appropriate to preserve and protect Auctioneer’s rights and remedies. Should Auctioneer resell the property, the original defaulting Bidder shall be liable for the payment of any deficiency in the Purchase Price and all costs and expenses associated therewith, including but not limited to warehousing, sales-related expenses, reasonable attorneys’ fees and court costs, commissions, incidental damages and any other charges due hereunder which were not collected or collectable. In the event that such Bidder is the successful Bidder on more than one lot and pays less than the purchase price for the total lots purchased, Auctioneer shall apply the payment received for such lot or lots that Auctioneer, in its sole discretion, deems appropriate. If Auctioneer does not exercise such discretion, the lots to which the payment shall be applied will be in descending order from the highest purchase price to the lowest. LIMITATION OF LIABILITY: EACH BIDDER HEREBY EXPRESSLY ACKNOWLEDGES AND AGREES THAT, REGARDLESS OF THE CIRCUMSTANCES AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE, AUCTIONEER’S CUMULATIVE MAXIMUM LIABILITY TO A BIDDER, BUYER OR BUYER’S REPRESENTATIVES FOR DAMAGES ARISING OUT OF OR RESULTING IN ANY MANNER WHATSOEVER TO THE ASSETS, THE PURCHASED ASSETS OR THE TRANSACTION CONTEMPLATED HEREBY, INCLUDING (WITHOUT LIMITATION) FAILURE TO DELIVER ANY PURCHASED ASSET, SHALL IN NO EVENT EXCEED THE PURCHASE PRICE AND BUYER’S PREMIUM ACTUALLY RECEIVED BY AUCTIONEER FOR THE PURCHASED ASSETS. IN NO EVENT SHALL AUCTIONEER BE LIABLE TO BIDDERS AND/OR BUYER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY LOSSES OR DAMAGES OF ANY NATURE OR KIND WHATSOEVER INCURRED OR EXPERIENCED BY ANY BIDDER, BUYER OR BUYER REPRESENTATIVE. YOUR BID(S) ON ANY OF THE AUCTION ITEMS MARKS YOUR ACCEPTANCE IN FULL OF THE FOREGOING TERMS AND CONDITIONS.