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MLS MACHINERY Inc.
STANDARD TERMS AND CONDITIONS

Terms

Purchaser agrees to accept assets purchased "as is", "where is", and "with all faults" and agrees that there are no representations on warranties unless expressly set out.

Standard Terms and Conditions

Terms and Conditions: All persons participating in a sale on the MLS MACHINERY Inc. web site or content page or the web site or content page of an affiliate of MLS MACHINERY Inc. (collectively, the "MLS MACHINERY Inc. Web Site"), or otherwise acknowledge and agree that their participation constitutes their agreement to be legally bound by all of the terms set forth below (the "Standard Terms and Conditions").

1. The following payment terms apply to all on-line sales:

All bank drafts shall be payable to the order of "MLS MACHINERY Inc.".
All invoices or other amounts due shall be paid to MLS MACHINERY Inc. as announced.
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.
For all sales, MLS MACHINERY Inc., at its sole discretion, require only bank drafts.

2. SALES: MLS MACHINERY Inc. reserves the right to change without notice at any time the MLS MACHINERY Inc. Web Site. It is the responsibility of byuers and other participants to regularly review these Terms and Conditions for changes or modifications.MLS MACHINERY Inc. reserves the right to sell on behalf of third parties or its own account. All items will be offered subject to prior sale. With respect to parties, if MLS MACHINERY Inc. determines in its discretion that party is disrupting or interfering with a sale or is not participating for a legitimate business reason, MLS MACHINERY Inc. reserves the right to refuse party the privilege participating in the sale and may discontinue service to such party. 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 by reason of and MLS MACHINERY Inc., its affiliates, shareholders, 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 buyer for accuracy or completeness. Each buyer shall be deemed to have relied entirely upon his or her own inspections, inquiries and/or investigations. Each buyer acknowledges and agrees that such buyer has had adequate opportunity to inspect, inquire and/or investigate all the items upon which such buyer is attempting to buy. Each of MLS MACHINERY Inc. 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 MLS MACHINERY Inc. Web Site, a person warrants to MLS MACHINERY Inc. that he or she is at least 21 years of age and possess the legal authority to use the MLS MACHINERY Inc. Web Site and participate in services on or linked to the MLS MACHINERY Inc. 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 Terms and Conditions. A person using the MLS MACHINERY Inc. 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 MLS MACHINERY Inc. 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. MLS MACHINERY Inc. makes no claims and cannot determine whether an item can be legally purchased or sold within the jurisdiction of a buyer. As such, use of the Services is at such person's own risk and MLS MACHINERY Inc. 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.

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

4. 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 MLS MACHINERY Inc. at the start of the sale, whether or not the item has been removed. All adjustments must be authenticated and approved by MLS MACHINERY Inc.. In no cases will any adjustments be made after the item(s) has been removed from the sale premises or sent for delivery to a buyer.

5. RESPONSIBILITY FOR NON-DELIVERY: Each of MLS MACHINERY Inc. 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.

6. 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, participants and attendees acknowledge and understand that they are using the services provided by or through.

MLS MACHINERY Inc. at their own risk. Persons involved with the removal of items assume all risks of damage of or loss to person and property and specifically release and indemnify MLS MACHINERY Inc. from liability therefore. The buyer shall defend and indemnify and hold MLS MACHINERY Inc. 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, provincial and local laws applicable to such articles, including Environmental requirements or for consequential damages, costs or legal expenses arising therefrom. Further, the buyer assumes and agrees to indemnify, defend and hold harmless MLS MACHINERY Inc. and the seller of an item for any future claim(s) pertaining to the fitness, merchantability, and 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). MLS MACHINERY Inc. makes no representation or warranty that the MLS MACHINERY Inc. Web Site will be available on a timely basis, or will be uninterrupted or error free. In no event shall MLS MACHINERY Inc. 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 MLS MACHINERY Inc. Web Site or any linked or associated pages.

7. SAFETY DEVICES: MLS MACHINERY Inc. makes no representation or warranty whatsoever that the items sold comply with CSA 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 MLS MACHINERY Inc. against any claims, actions or liabilities arising out of or relating to any failure of the items sold hereunder to comply with such standards.

8. RECORDS: The record of sale(s) kept by the MLS MACHINERY Inc. bookkeeper will be taken as final in the event of any dispute.

9. INDEPENDENT CONTRACTOR: MLS MACHINERY Inc. is acting as an independent contractor only and is not responsible for the acts of its principals or sellers.

10. REMOVAL: No item can be removed during the sale without MLS MACHINERY Inc. 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 MLS MACHINERY Inc. 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, MLS MACHINERY Inc. shall have the option of removing and storing the items at the expense and risk of the buyer and not refunding any deposits in which case MLS MACHINERY Inc. may resell without notice at public sale or otherwise dispose of the items at risk and expense of the buyer. The buyer shall remain liable for loss, expense and damages arising from the buyers' non-payment or other default.

11. CONTRACT MOVERS: If the buyer wishes to hire or contract with a machinery mover, rigger or other type of outside contractor, MLS MACHINERY Inc. WILL NOT ALLOW them to work on any sale premises unless they have placed with MLS MACHINERY Inc. a satisfactory certificate of insurance, as determined by MLS MACHINERY Inc. in its sole discretion, protecting MLS MACHINERY Inc. 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 MLS MACHINERY Inc. 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. MLS MACHINERY Inc. 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 MLS MACHINERY Inc. 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.

12. MISCELLANEOUS. These Terms and Conditions and any disputes relating thereto or any dispute among MLS MACHINERY Inc., a buyer or User shall be governed by the laws of the Province of Ontario without giving any effect to any principles of conflicts of law. A buyer, User, participant in a sale hereby (i) consents to the exclusive jurisdiction and venue of the Superior Court of Justice for the Province of Ontario and (ii) agrees that it will not institute legal actions against MLS MACHINERY Inc. in any other court or administrative body, without the express written permission of MLS MACHINERY Inc. and that if this provision is violated by such party, then such party shall be liable for all legal fees and expenses incurred by MLS MACHINERY Inc. in removing the case to another court or administrative body. Use of the MLS MACHINERY Inc. Web Site is unauthorized in any jurisdiction that does not give effect to all the provisions of these Terms and Conditions. If any part of these Terms and Conditions 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 the intent of the original provision and the remained of the Terms and Conditions shall continue in effect.