Equipment Sales Agreement (Page 2 of 3) in pdf

EXHIBIT A

TERMS AND CONDITIONS OF SALE

Taxes, Shipping. The Purchase Price specified on the first page of this Agreement does not include any (a) taxes

payable on such price, or on the transfer, sale or use of the Equipment, or (b) shipping or other transportation

charges, all shipments being made F.O.B. Seller’s location. The Buyer shall pay all insurance, taxes, shipping

charges, and other costs or expenses relating to the sale and transfer of the Equipment, it being the intent that the

Purchase Price shall be net to the Seller of any and all costs or expenses, other than the commission payable to

AssetAuctions which shall be deducted from the Purchase Price.

Storage Charges; Abandoned Equipment. No storage charges are applicable to Equipment which is picked up on

or before the “Pickup Date” specified on the first page of this Agreement. However, if all of the Equipment is not

picked up on or before the specified Pick-up Date, Buyer will be charged storage charges of $50 per lot per

day. Equipment will not be released until all outstanding storage charges are paid in full. Any equipment that has

not been picked up by the Buyer within thirty (30) days after the scheduled Pick-up Date will be deemed

“Abandoned”, and the Buyer will forfeit all rights to the Equipment after such date.

Equipment Titles. As specified on the first page of this Agreement, for Equipment with Certificates of Title (“titles”),

Seller will either (i) deliver the titles with the Equipment, or (ii) deliver the titles by UPS or other overnight courier

within five (5) business days of the earlier of (i) the Pick-Up Date designated on the first page of this Agreement, or

(ii) commencement of Pick-Up by the Buyer. If for any reason any title is not immediately available, Seller shall

either obtain the title or request a new title so that it can deliver title as soon as reasonably practicable after the

specified date. Some Equipment, such as construction equipment, will not have titles.

Risk of Loss; Commencement of Pick-Up. Risk of loss or damage to the Equipment shall pass to the Buyer upon

the earlier of (i) the Pick-Up Date designated on the first page of this Agreement or (ii) commencement of Pick-Up of

the Equipment by the Buyer.

Commencement of Pick-up shall be deemed to occur when Buyer or Buyer’s

representative enters the property where the Equipment is located or stored or, if shipped, upon commencement of

delivery to the carrier regardless of which party selects the carrier or when title passes.

No claims for missing

equipment may be made after the risk of loss passes to Buyer.

Restrictions on Use or Re-sale of Equipment. Except as set forth below, all Equipment purchased hereunder for

re-sale as used parts by Buyer will be dismantled by Buyer. Buyer agrees that a “Complete Unit” is a piece of

equipment with the body still intact. Buyer hereby agrees that it will not (i) use any Complete Units, including

any body or chassis used separately, in the waste collection or hauling business in the United States,

Canada, or Puerto Rico or (ii) re-sell or otherwise transfer any Complete Units, body or chassis, to any

person or entity engaged in such business except that it may re-sell or transfer Complete Units so long as it

insures that the purchaser or transferee of such Complete Unit is not, and that such purchaser or transferee agrees

that it will not, re-sell or transfer such Complete Unit – including body or chassis – to any person or entity in the

waste collection or hauling business in the United States, Canada or Puerto Rico. Buyer shall be responsible for any

breach of this covenant by any person or entity purchasing or acquiring a Complete Unit – including body or

chassis – by, through or under Buyer or its direct or indirect customers. Buyer shall be responsible for removing

from the Equipment any remaining logos or identifying marks of Waste Management immediately after taking

possession.

Buyer acknowledges and agrees that Seller will suffer irreparable harm which is not easily measured in monetary

terms if Buyer or someone buying or acquiring a Complete Unit – including body or chassis – by, through or under

Buyer violates this covenant and agreement, and Buyer agrees that, in addition to all remedies (monetary and non-

monetary) available to Seller, Seller shall be entitled to seek and receive temporary and permanent injunctive or

similar relief to immediately cause Buyer to cease the conduct that violates this covenant and agreement. Buyer

agrees that it shall not object to the granting of such relief based upon, and will not attempt to assert an affirmative or

other defense that contends, that relief is measurable in monetary damages or that the conduct will not cause

irreparable harm; it being the intent of the parties that if Seller alleges that conduct of the Buyer violates this

covenant or agreement, Seller shall be entitled to have such conduct halted until a full and final adjudication of the

matter.

The parties agree any such relief shall be granted without the posting of a bond or other monetary

requirement by Seller.

Exportation and Other Regulations. Buyer represents and warrants that in exporting any Equipment purchased

hereunder, it will at all times comply with any and all applicable U.S. export rules, regulations and laws governing the

export of such Equipment. Buyer shall also comply with any and all laws, rules or regulations relating in any way to

the use, re-sale, dismantling and disposal of the Equipment.

AssetAuctions Auction #

Page 2 of 3

Equipment Sales Agreement Page 2

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