The services provided by SalvageSale, Inc. ("SalvageSale", "we" or "our") through the SalvageSale website located at www.salvagesale.com (the "Site") are governed by these Terms and Conditions ("Terms and Conditions" or "Agreement"). These Terms and Conditions also govern our affiliated website located at www.capitalassetsale.com. By registering as either a Buyer or Seller on the Site ("Buyer", "Seller" or "you"), you agree to be bound by all of these Terms and Conditions, which form a binding contract between you and us. If you do not agree to these Terms and Conditions, you may not use the Site to buy, sell or bid for goods on the Site, or use any other services offered by SalvageSale on the Site.

1. SALVAGESALE SERVICES

Our Site acts only as a venue or marketplace for sellers to list items for sale and buyers to purchase items. SalvageSale provides the services described in our Bidding Procedures Policy, which is incorporated herein by reference.

2. SALVAGESALE IS ONLY A VENUE

You will not hold SalvageSale responsible for other users’ actions or inactions. You acknowledge that SalvageSale is not a traditional auctioneer or broker. Instead, our Site acts only as a venue or marketplace for Sellers to list items for sale, and Buyers to bid. We are not involved in the actual transaction between Buyers and Sellers, we are not an agent of Buyer or Seller, and we do not take title to the items at any point in the sales process. Any agreements reached by Buyers and Sellers with respect to the terms of sale for items are solely between such Buyers and Sellers. As a result, we make no representations or warranties regarding the offered items and have no control over the quality, safety or legality of the items listed, the truth or accuracy of the listings, the ability of Sellers to sell items or the ability of Buyers to buy items. We cannot ensure that a Buyer or Seller will actually complete a transaction.

3. DISPUTES BETWEEN USERS; LIMITATION OF LIABILITY BETWEEN BUYER AND SELLER

Because we are not involved in the actual transaction between Buyers and Sellers, if you have a dispute with one or more users, you release SalvageSale, its subsidiaries and affiliates, and their respective officers, directors, agents, employees and third party suppliers, from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.

FOR ANY TRANSACTION BETWEEN BUYER AND SELLER ON THE SITE, BUYER AND SELLER AGREE AS FOLLOWS:

(a) ALL ITEMS LISTED ON THE SITE ARE SOLD "AS-IS, WHERE IS" WITH NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, UNLESS OTHERWISE EXPRESSLY SET FORTH IN THE TERMS OF SALE FOR SUCH ITEM AND LABELED AS A "WARRANTY".

(b) IN NO EVENT SHALL BUYER OR SELLER BE LIABLE TO EACH OTHER FOR SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY KIND, OR ANY LOST REVENUE OR ANTICIPATED PROFITS, ARISING OUT OF OR IN CONNECTION WITH SUCH TRANSACTION.

(c) IN NO EVENT SHALL THE LIABILITY OF SELLER TO BUYER, OR BUYER TO SELLER, FOR ANY SUCH TRANSACTION EXCEED THE PURCHASE PRICE OF THE PURCHASED ITEMS AND, IF THE PURCHASED ITEMS HAVE ALREADY BEEN RELEASED TO BUYER, THE REASONABLE LOGISTICS COSTS INCURRED BY BUYER FOR THE TRANSPORTATION AND STORAGE OF THE PURCHASED ITEMS.

Where permitted by applicable law, a Buyer or Seller on the Site may enforce this section as against the other party as if it had been agreed to directly between the parties themselves.

4. LISTING REQUIREMENTS

Seller must have the authority to sell any items it lists for sale on the Site, free and clear of any liens, claims or other encumbrances. Seller agrees to use commercially reasonable efforts to supply accurate information for each listing, and will be solely responsible for the listing information Seller provides. Each listing will be sent to Seller for review prior to posting on the Site, and if no response is received from Seller, such listing will be deemed to be approved by Seller twenty-four (24) hours after being sent.

For any content provided by Seller to SalvageSale, solely for the purpose of allowing SalvageSale to display your content on the Site, Seller grants SalvageSale a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable right to exercise the copyright, publicity, database rights and all other intellectual property rights Seller has in the content, in any media known now or in the future.

All listings are subject to SalvageSale's Listing Policy which is incorporated herein by reference.

5. STANDARD FEE SCHEDULE

SalvageSale's fees and penalties are set forth in the Standard Fee Schedule, which is incorporated herein by reference. SalvageSale may change its fees and penalties at any time by posting such change on the Site; provided that no such change will affect any current listings on the Site. Unless otherwise stated, all fees are quoted in U.S. Dollars. You are responsible for paying all fees and penalties associated with using our service and our Site as well as all applicable taxes.

6. PAYMENT AND ESCROW PROCESS; PICKUP DATE

Within 48 hours after selection of the winning bid, the winning bidder is required to pay the agreed purchase price and other fees to SalvageSale by wire transfer. SalvageSale will act as Escrow Agent to hold such funds in escrow (the "Escrow Funds") in a separate and segregated, readily identifiable bank account. SalvageSale shall be entitled to hold the Escrow Funds in an interest-bearing bank account and shall be entitled to the interest accruing thereon.

Each listing will have a scheduled pickup date or date of collection (the "Pickup Date"), which is the date by which the Buyer is required either to pick up the goods or to assume control of the goods (such as when the goods are in a third party storage facility or when pickup has been commenced but not yet completed).

SalvageSale will distribute to Seller, or Seller's designee, the Escrow Funds (less our agreed commission, any agreed fees for other services and any applicable taxes payable on our services) on the second business day after the earlier of (i) pickup of the goods or (ii) the scheduled Pickup Date, regardless of whether the goods have been picked up by such date. If the goods have not been picked up on or prior to the scheduled Pickup Date, SalvageSale will send a notice to Buyer that the goods have not been picked up as required and that the Escrow Funds will be promptly distributed. Pickup of the goods will normally be evidenced by our receipt of: (i) notice from the Buyer stating that the Buyer has commenced pickup of the goods, or if otherwise agreed, assumed control of the goods from the Seller, or (ii) documentation (such as a bill of lading) executed by Buyer or Buyer's agent or other reasonable verification that the goods have been released or shipped to the Buyer. If neither of the events stated in clauses (i) or (ii) above occurs within a reasonable time after we receive the Escrow Funds, we will investigate the reason for the delay, and attempt to resolve the matter. If Seller does not make the goods available by the scheduled Pickup Date, we will notify both parties and refund the Escrow Funds to Buyer within ten days after we send the notice.

Any claims of material shortages in quantity or other material discrepancies of the goods from their posted description must be communicated to SalvageSale prior to 5:00 p.m. (Houston time) on the business day immediately after the earlier of (i) pickup of the goods or (ii) the scheduled Pickup Date, provided that if the goods are located in Europe, Africa, Asia or Oceania (i.e. Australia and surrounding region), this deadline will be 5:00 p.m. London time. After such time, Buyer will have no rights to make any claims regarding material shortages in quantity or other material discrepancies of the goods from their posted description.

Any goods that have not been picked up within thirty (30) days after the scheduled Pickup Date will be deemed "Abandoned", and after such 30-day period, the Buyer will forfeit all rights to the abandoned goods and any money paid for such goods.

With respect to the Escrow Funds and SalvageSale's duties as Escrow Agent to Buyer and Seller, you agree as follows:

(a) SalvageSale is not a principal or participant of the underlying transaction between Buyer and Seller. SalvageSale may rely on any instrument or e-mail reasonably believed by it to be genuine and to have been signed or sent by the proper party or parties, their officers, representatives or agents.

(b) Should any dispute arise between the Buyer and Seller with respect to the Escrow Funds, SalvageSale shall have the right to (i) refrain from taking any action other than to retain custody of the Escrow Funds until it shall have received joint written instructions signed by each of Buyer and Seller, or a final order, judgment or decree from a court of competent jurisdiction, or (ii) where allowed by applicable law, institute a bill of interpleader or similar action in any court of competent jurisdiction to determine the rights of the parties. If Buyer and Seller agree to resolve their dispute over the Escrow Funds through binding arbitration, SalvageSale shall have the additional right to act on the instructions of the appointed arbitrator(s). Should such actions be necessary, or should SalvageSale become involved in litigation or other proceedings of any nature on account of the Escrow Funds solely because it holds the Escrow Funds as Escrow Agent, you agree to indemnify SalvageSale from and against all liabilities, including, without limitation, reasonable attorney's fees incurred by SalvageSale and any other costs and expenses resulting from such actions, all of which may be deducted from the Escrow Funds prior to their disbursement by SalvageSale.

7. TAXES

In any transaction on the Site, Buyer and Seller are responsible for determining whether sales, use, VAT, GST, transfer, ad valorem or other similar taxes of any taxing authority apply to the transaction and to collect, report and remit the correct tax to the appropriate tax authority. You agree that if you become liable to pay any tax arising out of the sale or purchase of goods on the Site, you will pay such tax punctually as and when it fall due to the appropriate governmental body. Except as otherwise expressly agreed with a Seller or Buyer for a specific transaction or as otherwise required by law, SalvageSale is not obligated to determine whether any such taxes apply and is not responsible for collecting, remitting or reporting any such taxes arising from any transaction.

8. ELIGIBILITY AND REGISTRATION

Our services are available only to individuals and entities who can form legally binding contracts under applicable law, and those who are dealing with us as a business and not as a consumer. Without limiting the foregoing, our services are not available to minors. You represent and warrant that (i) all user information provided during registration is accurate and complete, and (ii) you will update such user information from time to time so that it is kept current, accurate and complete at all times. You are solely responsible for all conduct and transmissions that take place under your user name and password. SalvageSale may ask for additional information at any time to verify your registration information. SalvageSale may, in its sole and absolute discretion, refuse to accept a party's registration, and may terminate a registered party's rights to continue using the Site for any reason at any time.

9. USER RESPONSIBILITIES

You agree to comply with all applicable laws and regulations (including those relating to taxes) regarding your use of this Site and your sale or purchase of items on this Site. You agree not to use this Site or any content contained in it for any illegal or inappropriate activities. Such illegal activities include, but are not limited to, harassing or bribing others, misappropriating or copying the contents of this Site or any listing, or selling fraudulent or counterfeit items.

You shall not submit, publish, distribute, or transmit through this Site or its e-mail links any content that is libelous, defamatory, obscene, pornographic, threatening, invasive of privacy or publicity rights, abusive, illegal, hateful, racially or ethnically discriminatory, or that would constitute or encourage a criminal or civil offense, or that would otherwise give rise to liability or violate any law. SalvageSale does not warrant the prompt editing or removal of questionable content after online posting or assume liability for any action or inaction with respect to conduct, communication, or content on or through SalvageSale.

You agree that you will not submit, publish, distribute, or transmit anything through this Site that will violate or infringe, or cause SalvageSale to violate or infringe, the intellectual property or other rights of any third party, including copyright, trademark, trade secret, privacy or other proprietary rights. You may not use this Site to send unsolicited advertising, promotional material, or other forms of solicitation to other users. Sale price manipulation of any kind by users is strictly prohibited, including, without limitation, bidding through a secondary account or other party, by communicating with other Buyers, or by shill bidding. SalvageSale may terminate any user's continuing use of the Site for any reason, including SalvageSale's belief that a user is manipulating the bidding process.

10. DISCLAIMERS

THIS SITE IS PROVIDED BY SALVAGESALE ON AN "AS-IS", "AS AVAILABLE" BASIS. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, SALVAGESALE DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION, ACCESSIBILITY OR SECURITY OF THIS SITE, AND THE ACCURACY, COMPLETENESS, CURRENCY OR RELIABILITY OF ANY OF THE CONTENT OR DATA FOUND ON THE SITE INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, SO THE FOREGOING DISCLAIMER MAY NOT APPLY TO YOU. SALVAGESALE DOES NOT WARRANT THAT THE SITE OR THE FUNCTIONS, FEATURES OR CONTENT ON THE SITE WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, SECURE OR OPERATE WITHOUT ERROR. SALVAGESALE EXPRESSLY DISCLAIMS ANY RESPONSIBILITY FOR ANY MISREPRESENTATIONS OR BREACHES COMMITTED BY ANY BUYER OR SELLER.

11. LIMITATION OF LIABILITY OF SALVAGESALE

SALVAGESALE ASSUMES NO RESPONSIBILITY, AND IN NO EVENT SHALL SALVAGESALE BE LIABLE FOR, ANY INJURY, LOSS, CLAIM, DAMAGE, LOST PROFITS OR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS AND CONDITIONS OR YOUR USE OF THIS SITE. SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSIONS SHALL ONLY APPLY TO THE EXTENT PERMISSIBLE UNDER APPLICABLE LAW.

IF, NOTWITHSTANDING THE FOREGOING, SALVAGESALE OR ANY THIRD PARTY SUPPLIER SHOULD BE FOUND LIABLE FOR ANY LOSS OR DAMAGE (WHETHER IN CONTRACT OR TORT) WHICH ARISES OUT OF OR IS IN ANY WAY CONNECTED WITH THESE TERMS AND CONDITIONS OR THE USE OF THE SITE, THE LIABILITY OF SALVAGESALE AND ANY THIRD PARTY SUPPLIER SHALL IN NO EVENT EXCEED, IN THE AGGREGATE, THE GREATER OF (A) THE COMMISSION PAID SALVAGESALE WITH RESPECT TO THE PARTICULAR TRANSACTION GIVING RISE TO SUCH LIABILITY, OR (B) US$500.

12. INDEMNIFICATION

You shall indemnify, defend and hold harmless SalvageSale, its subsidiaries and affiliates, and their respective officers, directors, employees, agents and third party suppliers (collectively, the "SalvageSale Group"), from and against any and all claims, losses, damages, liabilities, judgments and fees and expenses related thereto (including, without limitation, reasonable attorneys' fees), brought by or on behalf of any third party against any of the SalvageSale Group that arises out of:

(i) any breach or violation by you of these Terms and Conditions, including, without limitation, any breach of your representations, warranties or covenants contained herein,

(ii) any dispute with another Site user relating to your purchase or sale of items on this Site, or

(iii) any personal injury, death or property damage caused by or arising out of the subsequent use of the goods sold or purchased by you on this Site.

13. ADDITIONAL TERMS

The following Policies and other references are incorporated into these Terms and Conditions by reference:

Each of these Policies and the Standard Fee Schedule may be changed from time to time. Any such changes will be effective after we post the changes on our Site, except for the Privacy Policy for which we will provide you with 15 days prior notice. In addition, you agree that you are subject to any posted rules applicable to specific services you use on the Site.

14. LINKS AND ADVERTISEMENTS

Our Site may contain links to or banners advertising other sites on the Internet that are owned and operated by third party vendors and other third parties. SalvageSale is providing these links and banners solely as a convenience. The appearance of a link or advertisement does not imply our endorsement, nor are we responsible for the content of any linked site. You access linked sites at your own risk.

15. TERMINATION OF USAGE

These Terms and Conditions are in force until terminated by either you or SalvageSale. If you disagree with these Terms and Conditions, your sole remedy is to terminate your use of the Site. Upon any termination of these Terms and Conditions, all obligations of either party set forth herein which relate to transactions by such party prior to such termination shall survive such termination and continue in effect, including, without limitation, the provisions of Sections 3, 6, 10, 11 and 12.

16. PRIVACY POLICY

Our current Privacy Policy is incorporated herein by reference and made part of these Terms and Conditions.

17. APPLICABLE LAW AND DISPUTE RESOLUTION

If a dispute arises between you and SalvageSale, we strongly encourage you to first contact us directly to seek a resolution by either sending us an e-mail to customercare@salvagesale.com or calling our Customer Service Representative at 713-286-4600. We will consider reasonable requests to resolve the dispute through alternative dispute resolution procedures, such as mediation or arbitration, as alternatives to litigation.

This Site is controlled by SalvageSale from its offices within the State of Texas, United States of America. The laws applicable to the interpretation of these Terms and Conditions shall be as set forth below.

Point of Sale: For the purpose of determining which law and venue applies to your transaction, “Point of Sale” shall mean the original geographical location of the relevant goods when they were listed for sale on the Site.

Governing Law and Venue -- North America and South America. If the Point of Sale of the relevant transaction is in North America or South America, (i) this Agreement shall be governed in all respects by the laws of the State of Texas, without regard to conflict of law provisions, (ii) you agree that any claim or dispute you may have against SalvageSale must be resolved by a state or federal court located in Harris County, Texas, except as otherwise agreed by the parties, and (iii) you agree to submit to the personal jurisdiction of the courts located within Harris County, Texas for the purpose of litigating all such claims or disputes.

Governing Law and Venue -- Europe, Africa, Asia or Oceania. If the Point of Sale of the relevant transaction giving rise to the dispute is in Europe, Africa, Asia or Oceania, (i) this Agreement shall be governed in all respects by the laws of England and Wales, without regard to conflict of law provisions, (ii) you agree that any claim or dispute you may have against SalvageSale must be resolved by a court located in London, England, except as otherwise agreed by the parties, and (iii) you agree to submit to the personal jurisdiction of the courts located within London, England for the purpose of litigating all such claims or disputes.

No action arising under or relating to these Terms and Conditions may be brought by either party more than two years after the potential claimant becomes aware of or, acting reasonably, should have become aware of, the relevant cause of action.

18. SALVAGESALE COPYRIGHT AND TRADEMARKS

SalvageSale and the SalvageSale logo are trademarks or service marks of SalvageSale, Inc. The trademarks, tradenames and all other material contained on this Site, including all portions of the website, site design, text, graphics, and all intellectual property rights thereto are the sole and exclusive property of SalvageSale or its licensors. Except as expressly permitted hereby, the use of any such property for any other purpose, or the modification, distribution or republication of such material without the prior written permission from SalvageSale, is strictly prohibited.

Copyright© 2000-2008, SalvageSale, Inc. Any rights not expressly granted herein are reserved.

19. NOTICES

Notices shall be given to SalvageSale by e-mail (customercare@salvagesale.com) and by certified mail, return receipt requested, to SalvageSale, Inc., Attention: President, 1001 McKinney, Suite 700, Houston, Texas 77002, or to such other address as may be designated from time to time. Notices to SalvageSale shall be deemed to have been given three days after the date of mailing by certified mail, return receipt requested.

Notices to you will be sent by e-mail to the e-mail address given to SalvageSale when you registered with SalvageSale, or such other e-mail address as you may provide by e-mail to SalvageSale from time to time. Notices to you shall be deemed to have been received 24 hours after the e-mail is sent.

Please feel free to contact SalvageSale to resolve a complaint regarding any aspect of service relating to this Site by writing to the above address, sending e-mail to customercare@salvagesale.com, or calling 713-286-4600. Upon your request, you may have these Terms and Conditions sent to you by e-mail.

20. MISCELLANEOUS

(a) Entire Agreement. These Terms and Conditions (including any Policies and the Standard Fee Schedule incorporated into these Terms and Conditions by reference) constitute the entire agreement and understanding of the parties in respect of its subject matter and supersedes all prior understandings, agreements, or representations by or among the parties, written or oral, to the extent they relate in any way to the subject matter hereof or the transactions contemplated hereby.

(b) No Agency or Other Relationship. These Terms and Conditions do not create, and shall not be construed by the parties or any third person as creating, any agency, partnership, joint venture, or employment relationship between you and SalvageSale. The relationship of the parties under these Terms and Conditions shall be solely that of independent contractors. Neither party shall have, nor hold itself out as having, any right, power or authority to assume, create, or incur any expenses, liability, or obligation on behalf of the other party, except as expressly provided herein.

(c) Force Majeure. Neither party hereto shall be liable to the other for any delay in or failure to perform any of its obligations hereunder to the extent performance is prevented or delayed due to causes beyond its reasonable control, including, but not limited to, acts of God, war, riot, fire, storm, telecommunications or utility failure, or interference or hindrance by any governmental authority.

(d) Waiver. Our failure to exercise or enforce any right or provision of these Terms and Conditions will not constitute our waiver of such right or provision.

(e) Assignment. These Terms and Conditions may not be assigned by you without the prior written consent of SalvageSale.

(f) Successors. All of the terms, agreements, covenants, representations, warranties, and conditions of these Terms and Conditions are binding upon, and inure to the benefit of and are enforceable by, the parties and their respective successors and assigns.

(g) Severability. The provisions of these Terms and Conditions shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof, provided that any provision of these Terms and Conditions that is invalid or unenforceable in any situation or in any jurisdiction will not affect the enforceability of the remaining terms and provisions hereof or the enforceability of the offending term or provision in any other situation or in any other jurisdiction.