GENERAL AUCTION CONDITIONS

Of FDR Auctions, a private company.

Article 1; Definitions In these general auction conditions,
a. (Prospective) Buyer means: FDR's counter-party;
b. Bid means: a bid made by a (Prospective) Buyer for a Lot or for combined Lots.
c. Consumer means: a counter-party being a natural person who does not act in the conduct of a profession or enterprise.
d. FDR means: FDR Auctions BV
e. Lot means: one or more movable goods put up for auction, whether or not under an auction number.
f. Purchase Price means: the amount of the highest Bid - in the case of Mijning whereby one or more Lots are sold to the mijner: plus the amount for which the item is gemijnd - increased with the following amounts: 10% (or so much more or less as FDR has announced prior to the Auction) as mark-up for FDR, the turnover tax payable and (where so allowed) Premium (plokgeld).
g. Mijning means: an amount bid by a (Prospective) Buyer for a Lot or combined Lots by Dutch auction.
h. Premium (Plokgeld) means: the sum to be received by the highest bidder for the account of the mijner, the amount of which is determined by FDR prior to the Auction and announced to those present at the Auction in the event that a Lot or combined Lots are auctioned off by Dutch auction and the Lot or combined Lots are sold to the mijner.
i. Sale means: the statement of FDR to the (Prospective) Buyer by which a purchase contract is concluded, to the effect that the goods bought are sold to him against payment of the Purchase Price. j. Auction means: the public sale of movable goods.
k. Seller means: FDR or the party instructed by FDR to sell a Lot of a combination of Lots by auction.

Article 2; Applicability; application of general terms and conditions of sale
2.1 These general auction conditions are applicable to every Auction held by FDR and to each offer and Bid and to each agreement concluded within that context between FDR and the (Prospective) Buyer. These conditions may only be departed from by the parties in writing.
2.2 FDR's general terms and conditions of sale attached to these general auction conditions are applicable mutatis mutandis to agreements to which these general auction conditions are declared applicable. If and when FDR's general terms and conditions of sale are in conflict with these general auction conditions, the provisions of these general auction conditions prevail.
2.3 By participating in an Auction, each (Prospective) Buyer acknowledges that he is aware of and accepts these general auction conditions and FDR's general terms and conditions of sale.

Article 3; General Provisions
3.1 FDR is entitled to correct inaccuracies in verbal or written communications it has made or that are made on its behalf as well as any errors made (whether or not during an Auction), and (Prospective) Buyers may not invoke any rights from this.
3.2 In addition to these general auction conditions, FDR is entitled to declare special auction conditions applicable. All parties present at the Action will be informed of these special auction conditions prior to the Auction, or in any event prior to the Auction of the Lot(s) to which the are applicable. If and when such special auction conditions are in conflict with these general auction conditions and/or with FDR's general terms and conditions of sale, the provisions of the special auction conditions prevail.
3.3 (Prospective) Buyers must register with FDR before the start of the Auction and must present proper proof of their identity, in default whereof they will not be allowed to participate in the Auction.
3.4 (Prospective) Buyers must submit proof of their creditworthiness to FDR upon FDR's first request and to FDR's satisfaction, in default whereof FDR may refuse them to participate in the Auction.
3.5 Prior to, during and after the Auction, FDR may make sound and film recordings and use and disclose these recordings as it sees fit.
3.6 Any pipes, cables and other connections to the merchandise only form part of the merchandise up to the first valve, fitting or other mark made on the item, unless FDR has explicitly stated otherwise. Underground or walled-in pipes, cables or other connections are not included in the merchandise, unless FDR has explicitly stated otherwise.

Article 4; Auction procedure
4.1 FDR is exclusively in charge of the preparation and execution of the Auction. This means, among other things, that FDR determines the course of affairs both before and during the Auction and that FDR is authorised to allow or bar persons to and from the Auction, without having to state reasons; to decide whether or not to auction one or more Lots or to change (the composition of) Lots; to refuse to recognise a Bid or Mijning or to declare them invalid; to suspend, recommence or cancel the Auction; and/or, at its own discretion, to take such other measures as may be necessary.
4.2 Everybody is obliged to follow the directions and instructions given by or on behalf of FDR within the context of an Auction.
4.3 The Buyer may inspect the Lots he has bought prior to the transfer of title. FDR shall not be liable for any inaccuracies or omissions in the description of a Lot.
4.4 The Auction will take place in the sequence set out in the auction catalogue. However, FDR may at all times depart from this sequence.
4.5 Auction is "by upward bidding", unless FDR stipulates that the Auction, or part thereof, will be "by Dutch auction". At any time during the Auction, FDR is entitled to change the manner in which the Auction takes place.
4.6 FDR may reject Bids without stating reasons. Bids must be made by way of a completed Bid form (either in writing or electronically) which shall state at least the name and first names, date of birth, and address and place of residence of the (Prospective) Buyer, the Lot number for which the Bid is made and the price (exclusive of VAT, mark-up and Premium) that is bid. The (Prospective) Buyer is bound to a written and/or electronic Bid, which is deemed to be irrevocable and unconditional. Neither FDR nor its employees are in any way liable for any loss or damage caused by or in connection with a Bid, unless this is caused by wilful misconduct or gross negligence on the part of FDR or its executive staff.
4.7 If the Auction takes place on the instructions of a Seller, this Seller will be allowed to participate in the Auction and to make Bids on the Lot(s) he has put up for Auction.
4.8 FDR may make Bids and Mijningen on behalf of third parties.
4.9 Each Bid and Mijning is irrevocable and unconditional. Each bidder and mijner is deemed to make bids/mijningen for his own behalf and is personally liable for any obligations arising from his Bid/Mijning. This holds true also if a bidder/mijner states that he acts on behalf of a third party.
4.10 If more than one persons state that they make or have made a Bid or Mijning jointly, they will be jointly and severally liable for any obligations arising therefrom.
4.11 FDR decides whether, when a Bid or Mijning is made, an error is made to such extent that the bidder/mijner may not be held to his Bid/Mijning. (Prospective) Buyers may not invoke any rights from FDR's decision in this regard.
4.12 The (Prospective) Buyer who makes the highest Bid or Mijning, is regarded as Buyer after the Sale. If there is a difference of opinion between (Prospective) Buyers, FDR will decide by way of binding advice who is deemed to have made the highest Bid or Mijning, without any entitlement on the part of the (Prospective) Buyers to invoke any rights from this towards FDR.
4.13 The second highest bidder is obliged to honour his Bid in the event that the highest Bid is declared invalid or cannot be honoured, for instance because the highest bidder does not or not fully fulfil his obligations, or because the agreement with the highest bidder cannot be concluded for other reasons.
4.14 The (Prospective) Buyer buys the Lot(s) in the state they are in at the time of the Sale. Descriptions of the Lots and all other information provided by or on behalf of FDR are made to the best of FDR's knowledge, but FDR does not guarantee the accuracy thereof. (Prospective) Buyers may not invoke any claims or rights from the said descriptions or other information towards FDR.
4.15 The purchase contract is concluded and the risk to the merchandise passes to the (Prospective) Buyer when the Sale is made.

Article 5; Payment, security, retention of title; terms
5.1 The (Prospective) Buyer shall pay the Purchase Price to FDR at the end of the Auction at the latest, in the manner and currency stipulated by FDR.
5.2 Payment shall be made without any deductions or set-off.
5.3 In addition to the provisions of this article, FDR may stipulate further payment conditions in the auction catalogue. In that event, the (Prospective) Buyer shall be bound to the special payment conditions. If and when the special payment conditions are in conflict with the provisions of this article, the special payment conditions prevail.
5.4 FDR may demand immediate full or partial payment of the Purchase Price from the (Prospective) Buyer during or after the Sale of the merchandise and/or demand that security is provided for compliance with the obligations towards FDR or FDR's principal. If the (Prospective) Buyer fails to comply with this, FDR may decide not to acknowledge the Bid/Mijning and to declare it invalid and auction off the item again or sell it to the second highest bidder. In that event, the (Prospective) Buyer shall be in default by operation of law and shall compensate FDR for any loss FDR has suffered, without prejudice to FDR's other rights.
5.5 Title to the merchandise shall pass to the (Prospective) Buyer at the time when he takes possession as referred to in article 6.1 hereof, but not until the (Prospective) Buyer has paid the Purchase Price in full, as well as any amounts due to FDR due to non-compliance.
5.6 All terms to be observed by the (Prospective) Buyer are deemed to be strict deadlines, so that the (Prospective) Buyer will be in default without notice of default being required in case of non-compliance with each of them.

Article 6; Taking possession; dissolution
6.1 The (Prospective) Buyer shall take possession of the merchandise at the location and time stipulated by FDR and if this is not stipulated, within the relevant term stipulated in the auction catalogue, on presentation of proper proof of identity. Transfer of title to the merchandise takes place by way of taking possession. The (Prospective) Buyer takes possession by collecting the merchandise. The (Prospective) Buyer may only take possession after he has paid the full Purchase Price and any other amounts he owes. If the (Prospective) Buyer refuses to take possession or fails to provide the information or instructions necessary to take possession, FDR will store the merchandise for the risk of the (Prospective) Buyer. In this event, (Prospective) Buyer shall pay all additional costs, including in any event the storage costs, to FDR.
6.2 When taking possession of the merchandise, the (Prospective) Buyer shall observe all necessary care and shall unconditionally and completely follow the instructions that are given by or on behalf of FDR. If, in order to take possession, it is necessary to disassemble the merchandise, the (Prospective) Buyer shall take care of this in a competent manner and for his own account and risk. The (Prospective) Buyer shall be liable for any loss or damage caused within the context of taking possession of the merchandise and shall indemnify FDR for any claims from third parties in this regard. Upon FDR's first request, the (Prospective) Buyer shall provide security to FDR to cover any possible loss or damage caused within the context of taking possession of the merchandise. No interest shall be paid on any security deposits paid by the (Prospective) Buyer.
6.3 In the event (among other things) that the (Prospective) Buyer has not taken possession of the merchandise within the stipulated terms and/or the (Prospective) Buyer breaches the provisions of paragraph 2 of this article, the (Prospective) Buyer shall be in default by operation of law and FDR shall be entitled to dissolve the agreement with the (Prospective) Buyer by way of a written declaration and/or to sell the merchandise to one or more third parties. The (Prospective) Buyer shall be bound to compensate FDR for all loss or damage the latter has suffered due to this breach. After the title to the merchandise has passed to the (Prospective) Buyer, the (Prospective) Buyer is no longer entitled to claim dissolution of the purchase contract.
6.4 If the (Prospective) Buyer is unable to take possession of the merchandise due to circumstances beyond his control that are not attributable to him, for instance due to seizure by third parties, FDR shall be entitled to dissolve the agreement by informing the (Prospective) Buyer accordingly in writing. In that event, FDR's obligation towards (Prospective) Buyer shall be restricted to refunding the Purchase Price paid.

Article 7; Liability With respect to FDR's liability,
the following applies, in addition to article 10 of the applicable General Terms and Conditions of Sale of FDR:
7.1. FDR shall not be liable for any loss of or damage to or caused by persons or goods prior to, during, or after the Auction.
7.2. As from the moment when the merchandise is sold to the (Prospective) Buyer, FDR shall no longer be liable for any loss of or damage to or caused by or in connection with the merchandise, including the loss of the merchandise. The (Prospective) Buyer shall ensure that the merchandise is properly insured as from the moment of Sale.
7.3. FDR shall not be liable for any visible or invisible defects to the merchandise. The (Prospective) Buyer shall check this as part of the inspection prior to the Auction, as referred to in article 4.3 hereof. 7.4. FDR shall not be liable for the non-compliance of the merchandise with European directives, statutory provisions or any other laws or regulations with respect to improving employee safety at work.
7.5. FDR shall not be liable for any loss or damage caused by environmentally harmful or hazardous substances in or to the merchandise.
7.6. The limitations of liability as set forth in paragraphs 1 to 5, inclusive, of this article are not applicable if the loss or damage is caused as a result of the wilful misconduct or gross negligence on the part of FDR or its executive staff.

GENERAL TERMS AND CONDITIONS OF SALE

Of FDR Auctions B.V., a private company having its registered office in Hoevelaken, The Netherlands, Chamber of Commerce number 32118690.

Article 1; Applicability;
These conditions are applicable to each and any offer and each and any agreement between FDR Auctions BV, (" FDR") and a Buyer, to which FDR has declared these conditions applicable, save where the parties have agreed otherwise in writing.

Article 2; Offers; assignments
2.1 All offers of FDR are subject to contract and are valid for a period of 30 days, unless it is stated otherwise.
2.2 All quoted prices are exclusive of VAT, clearance charges, import and export duties and other duties, charges, taxes and costs, unless it is stated otherwise.

Article 3; Delivery; delivery times; partial shipments
3.1 Save where agreed otherwise, all deliveries are ex warehouse FDR, or from a location to be designated by FDR. Where it is agreed that the terms of delivery are subject to one of the 'Incoterms', the Incoterms as they are in force at the time when the agreement is concluded are applicable.
3.2 The goods bought are for the risk of Buyer from the moment when the agreement is concluded. This means that transport of the goods bought is for the account and risk of Buyer, who shall ensure that they are properly insured.
3.3 The Buyer shall take possession of the goods bought at the time when they are made available or delivered to him in accordance with the agreement. If Buyer refuses to take possession or fails to provide information or instructions necessary to make the delivery, the goods shall be stored for the risk of Buyer. In that event, Buyer shall pay all additional costs, including in any event the costs for disassembly, transport and storage.
3.4 An agreed delivery period is not a strict deadline, unless parties have explicitly agreed otherwise. If the goods are not delivered in time, Buyer shall therefore have to hold FDR in default in writing.
3.5 The delivery period commences as from the moment when Buyer has provided FDR with all details of which FDR has informed Buyer that it requires these or of which Buyer should reasonably understand that they are required to execute the agreement.
3.6 FDR may deliver items sold in partial shipments. If the items are delivered in partial shipments, FDR is entitled to invoice each shipment separately. The provisions of the preceding sentence are not applicable if a partial shipment does not have independent value.

Article 4; Samples, models and examples
Where FDR shows or provides a sample, model or example, it does so at all times by way of indication. The characteristics of the goods to be delivered may differ from the sample, model or example.

Article 5; Termination of the agreement
5.1 In each of the following instances, FDR's claims on Buyer are immediately due and payable: if, after the agreement is concluded, circumstances come to FDR's attention that give FDR good cause to fear that Buyer will not fulfil his obligations; - in the event Buyer files for or is adjudicated bankrupt or is granted suspension of payments; if FDR has asked Buyer to provide security for the fulfilment of his obligations and Buyer fails to do so or provides insufficient security; - if Buyer is in default in any other way and does not fulfil his obligations under the agreement.

In the said circumstances, FDR may suspend the further performance of the agreement, or dissolve the agreement or part of it, without prejudice to Buyer's obligation to compensate the loss FDR has suffered as a result and without prejudice to any other rights FDR may have.
5.2 FDR's right to dissolve the agreement, as provided in paragraph 1, does not apply if the breach, given its special nature or minor import, does not justify the dissolution and the consequences thereof.
5.3 If, with respect to persons and/or materials FDR uses or tends to use in the performance of the agreement, circumstances occur of such nature that it prevents the performance of the agreement, or makes the performance onerous and/or disproportionably expensive to such extent that compliance with the agreement may not be reasonably demanded, FDR shall be entitled to dissolve the agreement.

Article 6; Retention of title
6.1 All goods delivered by FDR remain the property of FDR until Buyer has fulfilled each of the following obligations under all purchase contracts concluded with FDR: the consideration(s) with respect to the good(s) delivered or to be delivered themselves, the consideration(s) with respect to the services provided or to be provided by FDR pursuant to the purchase contracts and any claims due to non-compliance by Buyer with one or more purchase contract(s).
6.2 The goods delivered by FDR that, pursuant to paragraph 1, are subject to retention of title, may only be resold as part of the normal business activities. If Buyer files for or is adjudicated bankrupt or is granted suspension of payments, reselling the goods as part of the normal business activities is not allowed either. For the rest, Buyer shall not be entitled to pledge the goods or to create any other right on them.
6.3 With respect to goods that are delivered to Buyer and to which title has passed to Buyer by payment and that are still in the possession of Buyer, FDR reserves now for then the pledge within the meaning of Section 3:237 of the Dutch Civil Code, as additional security for all claims, except for those mentioned in paragraph 1 of this article, which FDR may have on Buyer, regardless on what grounds. The right referred to in this paragraph shall also apply to goods that are delivered by FDR and that are treated or processed by Buyer, as a result of which FDR has lost its proprietary rights.
6.4 If Buyer fails to fulfil his obligations or there is well-founded fear that he will not do so, FDR shall be entitled to remove the delivered goods that are subject to retention of title referred to in paragraph 1, from Buyer or from third parties who hold the goods on behalf of Buyer, or have them removed. Buyer shall cooperate with this on pain of a penalty of 10% of the amount due for each day that he fails to do so.
6.5 Buyer shall inform FDR immediately if third parties want to create any right on the goods that are delivered under retention of title.
6.6 Buyer shall insure and keep insured the goods under retention of title against the risks of fire, explosion, water damage and theft and shall allow FDR inspection of the policy and of the evidence of payment of premium upon FDR's first request. In addition, Buyer undertakes, upon FDR's first request: - to pledge all claims Buyer has on the insurers with respect to the goods that are delivered under retention of title to FDR in the manner provided in Section 3:239 of the Dutch Civil Code; - to pledge all claims Buyer acquires towards his customers upon reselling the goods that are delivered under retention of title to FDR in the manner provided in Section 3:239 of the Dutch Civil Code; - to mark the goods that are delivered under retention of title as being the property of FDR; - to cooperate in any other way with every reasonable measures FDR wants to make in order to protect its proprietary rights with respect to the goods and which do not unduly hinder the normal conduct of Buyer's business.

Article 7; Defects;
complaints Buyer shall inspect the goods bought, or have them inspected, upon delivery. To this end, Buyer shall verify whether the delivered goods correspond with the agreement, namely whether the proper goods have been delivered; whether the delivered goods, as regards quantity (amount and number) correspond with what was agreed; whether the delivered goods meet the agreed quality requirements or if no such requirements were agreed, with what may reasonably be required in view of their normal use and/or business purposes. Also in view of the fact that the goods bought are not new but used goods, it is stipulated that they are sold in the condition they are in upon delivery and that any defects or shortcomings must be reported to FDR upon delivery at the latest.

Article 8; Payment
8.1 Except where otherwise agreed, payment is due within fourteen days after the date of the invoice, by payment of legal tender at the offices of FDR or by transfer of the amount due to FDR's bank account. If payment has not been made in full after the period of fourteen days after the date of the invoice has expired, Buyer shall be in default and shall owe interest on the amount due as from that moment, equal to the statutory interest plus 2%.
8.2 All payments shall be made without any deductions or set-off.
8.3 All payments made by Buyer shall serve first of all as payment for all interest and costs due and secondly as payment for the longest outstanding invoices payable, even if Buyer states that payment is in respect of a later invoice.

Article 9; Collection charges
If FDR takes action to collect the amounts due by a Buyer, the costs thereof - with a minimum of 10% of the outstanding amount - shall be for Buyer's account.

Article 10; Liability
10.1 FDR's liability, insofar as it is covered by its liability insurance, shall be limited to the amount paid by the insurer. If, with respect to any claim, the insurer does not pay, or if the damage is not covered by the insurance, FDR's liability shall be limited to the net invoiced value of the relevant goods.
10.2 FDR shall not be liable for any consequential loss or damage, such as loss of income.
10.3 Any right of action Buyer has against FDR lapses after a period of twelve months after the goods have been delivered or have been made available to Buyer has expired, unless Buyer has instituted legal proceedings against FDR in the competent court within this period.
10.4 The limitations of liability stipulated in these conditions do no apply in the event that the loss or damage is due to wilful misconduct or gross negligence on the part of FDR or its executive staff.

Article 11; Special directions; storage; treatment and processing; use; application
11.1 If FDR has given Buyer directions with respect to the storage, treatment, processing, use, or application of the delivered goods, Buyer shall observe these directions unreservedly. If the goods are resold, Buyer shall inform the party buying the goods of the said directions.
11.2 FDR shall not be liable for any loss or damage caused by the incorrect storage, treatment, processing, use, or application of the delivered goods. This limitations of liability does not apply in the event that the loss or damage is due to wilful misconduct or gross negligence on the part of FDR or its executive staff.

Article 12; Force majeure
12.1 Force majeure means: circumstances that prevent the performance of the agreement and that are not attributable to FDR. This includes (if and insofar as these circumstances prevent or unreasonably hinder performance): strikes; a general shortage of the necessary raw materials and of other goods or services required for the agreed performance; unforeseen delay on the part of suppliers or other third parties on whom FDR is dependent; the circumstance that FDR does not receive, or not in time, and/or not properly, performance that is material in connection with FDR's own performance; government measures that prevent FDR from timely and/or properly fulfilling its obligations; excessive absenteeism and general transport problems.
12.2 FDR shall also be entitled to invoke force majeure if the circumstance which prevents (further) performance commences after FDR was to have fulfilled its obligation.
12.3 During the event of force majeure, all delivery and other obligations of FDR will be suspended. If the period during which FDR is unable to fulfil its obligations due to an event of force majeure which lasts longer than three months, both parties shall be entitled to dissolve the agreement, without any compensation being due.
12.4 If, when the event of force majeure commences, FDR has already partially fulfilled its obligations, or is only partially able to fulfil its obligations, it shall be entitled to invoice the part it has already delivered or the part that it is only able to deliver separately and Buyer shall be obliged to pay this invoice as if it were a separate contract. This provision is not applicable, however, if the part that is already delivered or the part that can only be delivered has no independent value.

Article 13; Disputes; applicable law
13.1 In derogation from the statutory rules with respect to the competence of the civil courts, any disputes between Buyer and FDR shall be settled by the competent court in Amsterdam. However, FDR shall still be entitled to submit a dispute to the court that is competent by law or according to the applicable international treaty.
13.2 All agreements between FDR and Buyer is governed by and construed in accordance with Netherlands law.

Article 14; Translations
In the event of discrepancies between translations of these general conditions and the Dutch text thereof, the latter will prevail.