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Victor Surplus Ltd.
P.O. Box 21029 Spruceland RPO V2M 7E8
Prince George, BC
(250) 563-5209

Auction Participation Agreement

Auction Terms

Victor Surplus Equipment Ltd. ("VSE Ltd.") has established a website currently located at www.victorsurplus.com (hereinafter called the "Site") offering selected items in categories such as buildings, tools, machinery, equipment, instruments and other goods for sale by auction (collectively, or alone the "Goods" where such term refers to a singular lot or single item placed on the site by Victor Surplus Equipment Ltd. for sale by this auction process) and you, the participant (the "Participant") wishes to participate in the online auction subject to the following terms and conditions set forth in this Auction Participation Agreement.

1. Any party wishing to bid on the Goods by auction including the Participant must agree to be bound by the terms and conditions in this Auction Participation Agreement. Any party who chooses not to accept the terms and conditions of this Auction Participation Agreement may not make use of the Site in their own name or through an agent.

2. Victor Surplus Equipment Ltd. may in its sole discretion revise, change, supplement, add or remove any portion, terms or conditions of this Auction Participation Agreement from time to time and the only notice to the Participant shall be by posting such changes on the Site. If a Participant continues to use the Site after such changes in the Auction Participation Agreement are posted then the Participant is deemed to have accepted the revised Auction Participation Agreement to the same effect as if they had signed a new Agreement. If the Participant is unsatisfied with the revisions to the Auction Participation Agreement then the Participant's only option is to discontinue using the Site.

3. All sums of money whether it be bids, sale price, fees or charges are expressed in Canadian currency.

4. The Participant acknowledges and agrees that any connecting or linking website references on the Site are provided as a convenience only and Victor Surplus Equipment Ltd. does not warrant the accuracy or reliability of said information.

Viewing

5. The Participant may request to view the Goods by contacting Victor Surplus Equipment Ltd. at equipment@victorsurplus.com Participants are advised that plant and site safety rules apply. Participants visiting Victor Surplus Equipment Ltd.'s site for inspection purposes do so at their own risk and the Participant agrees that Victor Surplus Equipment Ltd. will not be responsible for any loss, damage, injury or death to the persons or property of the Participant from any cause whatsoever during such visit.

Bidding at Auction by Participant

6. The Participant acknowledges that it has agreed to the terms of this Agreement, and that by bidding on the Goods it is deemed to have agreed to this Agreement and also has agreed to all of the terms and conditions contained in the Purchase and Sale Agreement.

7. Victor Surplus Equipment Ltd. reserves the right to remove any Goods from the Site at any time, place a reserve bid on any Goods, or refuse to sell any Goods at any time for any reason.

8. Auctions will be held from time to time by Victor Surplus Equipment Ltd. in order to sell the Goods and will, unless otherwise indicated, commence at 12 am PST on the commencement date and end at 5 PM PST on the expiration date (the "Auction Period"). Bids will be accepted during the Auction Period only.

9. Victor Surplus Equipment Ltd. reserves the right, at its sole discretion and without notice, to extend, terminate or modify the Auction Period for any reason including in the event of unforeseen technical difficulties that alter the proper functioning of the auction or the Site.

10. Subject to Victor Surplus Equipment Ltd.'s site availability, bids for the Goods may be placed as prescribed herein 24 hours per day during the Auction Period.

11. At the close of the auction, Victor Surplus Equipment Ltd. will in its sole discretion determine the successful bidder, if any, and will contact the successful bidder to notify it of its winning status.

12. If the successful bidder cannot be contacted within 48 hours of contact first being initiated by Victor Surplus Equipment Ltd., Victor Surplus Equipment Ltd. reserves the right to disqualify that successful bidder (who shall have no further recourse or interest in the Goods) and deem another party, in its sole discretion to be the successful bidder.

13. If the Participant is the successful bidder at the end of an auction or having met the applicable reserved bid and having been so notified by Victor Surplus Equipment Ltd. then the Participant is obliged to complete the purchase with Victor Surplus Equipment Ltd. according to all the terms of the Purchase and Sale Agreement. Victor Surplus Equipment Ltd. shall have the sole discretion and final decision as to which bid is the successful bid. Upon notification the Participant must complete and sign a copy of the Purchase and Sale Agreement attached hereto with full payment (via cash, certified cheque or money transfer) and forwarded to Victor Surplus Equipment Ltd. within 5 days of notification by Victor Surplus Equipment Ltd.

14. The Participant agrees that if its bid is determined by Victor Surplus Equipment Ltd. to be the successful bid at the end of the auction this will be deemed to be a firm purchase order by the Participant to Victor Surplus Equipment Ltd.

15. Once a bidder has made a bid the bidder may not under any circumstances retract its bid.

16. A Participant's bid will remain valid, binding and irrevocable without qualification for a period of sixty (60) calendar days after the end of the Auction Period.

17. Victor Surplus Equipment Ltd.'s decision to accept a bid, if any, shall be based on an evaluation of bids by Victor Surplus Equipment Ltd., through consideration of evaluation criteria determined solely in the discretion of Victor Surplus Equipment Ltd. Victor Surplus Equipment Ltd. is not obliged to inform the Participant of any particular evaluation criteria or the relative weight to be given to any particular evaluation criteria.

18. Victor Surplus Equipment Ltd. is not obliged to inform the Participant of changes to such evaluation criteria or the relative weight to be given to any particular evaluation criteria.

19. The bid containing the highest price will not necessarily be accepted. Victor Surplus Equipment Ltd. reserves the right to reject any or all bids received in response to the auction without giving any notice or reasons. Victor Surplus Equipment Ltd. also reserves the right to accept any bid, notwithstanding informalities or irregularities or other failures to comply with the terms and conditions of this Agreement.

20. Victor Surplus Equipment Ltd. reserves the right during and after the bid closing, in its sole discretion, to seek further information from, or clarification of, any bid submitted by any Participant, and to negotiate with any Participant, or with more than one Participant concurrently, the terms and conditions of bids. Victor Surplus Equipment Ltd. is not required to offer any modified terms and conditions to any other Participant and Victor Surplus Equipment Ltd. incurs no liability to any Participant in exercising its discretion under this section.

21. All bids are net of any taxes imposed with respect to the purchase and sale of goods within the jurisdiction where the Goods are located. The Participant acknowledges and agrees that Victor Surplus Equipment Ltd. is not an agent of any taxing authorities for any taxing jurisdiction and does not collect or remit any tax to any taxing authorities but may as a courtesy provide a service calculating the appropriate sales tax, if any, on any transaction. On each and every transaction the Participant will indemnify Victor Surplus Equipment Ltd. against any tax cost expenses or liability in the event the Participant fails to provide funds or pay any sales or service tax related to a transaction.

Termination of Bidding Process

22. Victor Surplus Equipment Ltd. may, in its sole discretion and without recourse, terminate the bidding and auction process at any time.

Participant's Qualifications

23. Victor Surplus Equipment Ltd. may, prior to accepting a bid, require further evidence that a Participant:

a. has the necessary experience and has available the necessary personnel and equipment to remove the Goods from Victor Surplus Equipment Ltd.'s property to Victor Surplus Equipment Ltd.'s satisfaction and within the required time;

b. has the financial ability to complete the requirements of the auction process; and

c. otherwise meets the requirements of Victor Surplus Equipment Ltd., including any contractor management programs and EHS policies, necessary in order for Victor Surplus Equipment Ltd. to accept the Participant's bid.

24. By submitting a bid, the Participant gives Victor Surplus Equipment Ltd. permission to contact any organization for whom the Participant has performed work in order to obtain information pertaining to timely completion, quality, methods and other matters relating to work performed or being performed by the Participant under this Agreement.

25. The submission of a bid is a representation and warranty by the Participant that it has complied with the terms and conditions of this Agreement. No adjustment to any price or prices contained in the bid or any other compensation will be allowed on account of any failure by a Participant to comply with this Agreement.

GENERAL

26. This Agreement is not an offer. This Agreement is an invitation for persons to make an offer to purchase the Goods.

27. Nothing in this Agreement or a bid will be construed to create any binding contract (express or implied) between Victor Surplus Equipment Ltd. and the Participant. In particular, any acceptance by Victor Surplus Equipment Ltd. of a bid is not and is not deemed to be:

a. an offer to contract by Victor Surplus Equipment Ltd.; or

b. a binding undertaking of any kind by Victor Surplus Equipment Ltd. (including, without limitation, quasi-contractual rights, promissory estoppel, or rights with a similar legal basis).

28. Victor Surplus Equipment Ltd. may in its absolute discretion and at any time:

a. change these terms and conditions;

b. change the timing of any step in the auction process; and

c. terminate or suspend the auction process.

29. Victor Surplus Equipment Ltd. reserves the right to change any information in these terms and conditions.

30. No representation made by or on behalf of Victor Surplus Equipment Ltd. in relation to the auction process (or its subject matter) will be binding on Victor Surplus Equipment Ltd. unless that representation is expressly incorporated into this Agreement.

31. Victor Surplus Equipment Ltd. makes no warranty that (i) the Goods will meet the Participantís requirements; (ii) the Goods will be uninterrupted, timely, secure or error-free; (iii) the quality of any Goods will meet the Participantís expectations; (iv) a Certificate of Origin with respect to the Goods is available or will be supplied to the Participant; and (v) any faults or flaws in the Goods will be corrected.

32. Victor Surplus Equipment Ltd. hereby excludes, to the fullest extent permitted by law, all liability to Participants arising out of or otherwise in connection with the participation by Participants in the auction including, without limiting the foregoing, any liability:

a. for errors in this Agreement or the Purchase and Sale Agreement;

b. for loss or delay in the receipt by a Participant of any electronic notification from Victor Surplus Equipment Ltd.

c. for loss or delay in the receipt by Victor Surplus Equipment Ltd. of any electronic notification from a Participant;

d. for indirect, incidental, special or consequential damages including damages for loss of profits or savings (actual or anticipated) and loss of goodwill, whether or not the Participant knows of the possibility of such damage or such damage was otherwise foreseeable; and

e. contributed to directly or indirectly by the Participant's acts or omissions, except to the extent that such liability arises from acts or omissions of Victor Surplus Equipment Ltd. that are negligent or unlawful or which amount to wilful misconduct.

33. Each Participant indemnifies Victor Surplus Equipment Ltd., its officers, employees and agents, from and against any claim, action, liability, loss, damage, cost, charge, expense, outgoing, payment, diminution in value or deficiency of any kind or character arising directly or indirectly from any:

a. breach by the Participant of these terms and conditions; or

b. acts or omissions (including any negligence, unlawful conduct or wilful misconduct) by the Participant arising out of or otherwise in connection with the Participantís participation in the auction or this Agreement.

34. This Agreement will be governed by the laws of the Province of British Columbia.

35. Entirety. This Agreement, including the attachments mentioned in the body as incorporated by reference, sets forth the entire agreement between the parties with regard to the subject matter hereof. All prior agreements, representations and warranties, express or implied, oral or written, with respect to the subject matter hereof, are hereby superseded by this Agreement.

36. Severability. In the event any provision of this Agreement is deemed to be void, invalid, or unenforceable, that provision shall be severed from the remainder of this Agreement so as not to cause the invalidity or unenforceability of the remainder of this Agreement. All remaining provisions of this Agreement shall then continue in full force and effect. If any provision shall be deemed invalid due to its scope or breadth, such provision shall be deemed valid to the extent of the scope and breadth permitted by law.

37. Modification. Except as otherwise provided in this document, this Agreement may be modified, superseded, or voided only upon the written and signed agreement of the parties. Further, the physical destruction or loss of this document shall not be construed as a modification or termination of the Agreement contained herein.

38. Acknowledgements. The Participant acknowledges that it has had an adequate opportunity to read and study this Agreement, to consider it, and to obtain independent legal advice if so desired.

39. Unless otherwise agreed, time shall be of the essence.

40. Binding Effect. This Agreement shall be binding upon the parties hereto and their respective heirs, executors, administrators, successors and assigns.

41. The parties hereto agree to comply with any additional or special terms and conditions set out in the description of the Goods on Victor Surplus Equipment Ltd.'s website.

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