PLEASE CAREFULLY READ ALL INFORMATION FURTHER BELOW:

Transcription

1 PLEASE CAREFULLY READ ALL INFORMATION FURTHER BELOW: 1- Sale Specific Terms Vendor: PWA International Ltd., (hereafter referred to as PWAI), Naas Road, Rathcoole, Co. Dublin, Ireland Auctioneer: McKay & Associates Limited, 4 Blackbourne Square, Rathfarnham Gate, Dublin 14, Ireland in association with GoIndustry Dovebid, Suite 107, 1st Floor, 1 Alie Street, London E18DE, United Kingdom Premises: the land and buildings at PWA International Ltd., Naas Road, Rathcoole, Co. Dublin, Ireland Purchaser: the Buyer(s) whose offer(s) is accepted in relation to a particular lot(s) 1- Export Control The assets offered in the sale are subject to export control laws and regulations, including U.S. law for U.S. origin assets. All successful bidders will be required to complete and return within 24 hours of auction closure a signed End Use/User Certificate to be downloaded from this page or available on request. 2- Bids validity and award By participating in the sale, you acknowledge and agree that all bids will remain valid for a period of 5 working days following receipt of the signed End User Certificate. 3- Method of payment Only the following methods of payment can be accepted for that sale: Bank Transfer Bankers Draft Cash 4- Health & Safety All removal works must be done in compliance with all laws and regulations applicable in Ireland and / or the EU and the Vendor's internal rules as per PWAI contractor Health and Safety guidelines handbook that contractors will be issued with at induction time (or before upon request) and required to sign. All removals will be subject to Method Statement and Risk Assessment to be approved by PWAI. All individuals wishing to work on site will need to be inducted by a PWAI Health & Safety officer prior to any work being carried out. 5- Dismantling procedure Purchasers may use a removal contractor of their choice provided they comply with the health and safety regulations in place and submit the following documents a minimum of one week before they are scheduled to come on-site: Page 1

2 1. Certificates of insurance : up to 13million employers liability and up to 6.5million public/products liability. 2. Name, Nationality and ID of all staff working on site, as well as the country of incorporation of the company they work for, for clearance purposes 3. Full company details, individual name & ID of any sub-contractors 4. A detailed method statement and plan for removing the equipment, highlighting risks and the methods to mitigate those risks 5. A risk assessment report 6. Certificates and licences for all equipment used on site, such as rope slings, platform, crane, fork lift truck, harness, etc. 7. Licences, authorisations, certifications and qualifications required by the laws and regulations in force for personnel operating the equipment described in paragraph 4 (6) above or performing regulated activities (electricity, elevating platform, handling equipment, etc.) In addition, please note that: 8. Contractors can only come on-site using a driver s licence and or passport as photo identification, this name should be identical to the name that has been previously cleared. A safe pass is not deemed acceptable photo id. 9. All individuals working on site must wear their own appropriate PPE with a minimum requirement of Safety hats, shoes, glasses and high VIS vests. 10. Contractors will be allowed to use the site electricity. In wet / high risk areas, Ground Fault Circuit Interrupter (GFCI) breakers must be used, which subject to availability may be borrowed from PWAI. 11. Machines will be drained of fluids and disconnected from the main services by PWAI 12. There is no requirement for contractors to fill in floor pits or to remove concrete plinths. However, Purchasers must leave a swept clean and tidy area. 13. Internal lifting equipment must be electric. Subject to approval and for certain specified large machines only, diesel or LPG trucks may be allowed, but will have to be exhausted to the outside via flexible piping. 14. A red flag policy will apply to all machinery traffic in aisles: speed will be restricted by a PWAI person walking in front and behind forklifts etc. 15. The use of PWAI overhead cranes will not be permitted. All Purchasers are required to have signed an end use/ end user certificate and received approval prior to them/ their contractor arriving on site. 6- Pre-approved Contractors For Purchasers convenience, a panel of contracting companies has already been pre-approved to work on this site. Please contact them directly to obtain a removal quotation: Interflow Niall Thompson T +353 (0) E sales@interflow.ie W TransGlobal Freight Management Ltd Philip Lewis T E philip.lewis@tgfml.com W Advance Machinery Installation Alistair Carson T Page 2

3 E W Gerritsen group DHL Global Forwarding Ltd Maurice T E maurice.curran@dhl.ie W Jon Lewis T E jon@gerritsengroup.com W Curran 7- Dismantling Timeline All items must be removed from site, by prior appointment by on 12 th June 2015 without fail. Successful bidders are required to confirm an appointment for the removal of their equipment as early as 30th March and by no later than 30 th April. Any buyers, whose machine removal has not been confirmed by 30 th April 2015 will be allocated a fixed timeslot to dismantle and load their equipment. 8- Penalty for late payment & removal The Purchaser acknowledges and agrees that in the event they fail to make any payments due and / or to remove the assets within the specified deadlines or fixed timeslot, the auctioneer may cancel the sale with immediate effect by giving written notice to the Purchaser (including by ) in which case the Auctioneer shall have no liability to the Purchaser, including for the refund of any deposit or monies already paid in connection with such sale. Page 3

4 2- Auctioneer Conditions of Sale The following terms apply to Online Auctions in addition to Liquidity Services General Terms and Conditions. 1. These Conditions together with those set out in the Event page appearing on the Site, are the only terms and conditions subject to which McKay & Associates Limited (of 4 Blackbourne Square, Rathfarnham Gate, Dublin 14, Ireland, the Auctioneer ) as agent for the Vendor will sell goods to a purchaser (the Bidder ). All other conditions, whether express or implied at common law or by statute as are capable of lawful exclusion are hereby excluded. 2. The Auctioneer may at its discretion or upon the instruction of the Vendor: (a) Alter or withdraw all or any lots referred to in the sale details up to the close of the sale. (b) Where a reserve has been placed on any lot, withdraw that lot in the event that the highest bid price does not meet the reserve. (c) Bid for any lot or lots offered for sale at the Auction. 3. The Bidder agrees that GoIndustry DoveBid, any Liquidity Services Group Company or an Associated Auctioneer may participate as sellers in Online Auctions from time to time. The Bidder further agrees that the Auctioneer may at any time and from time to time without notice: (i) discontinue an Online Auction either temporarily or permanently; or (ii) extend an Online Auction beyond the period indicated on the Site. 4. Subject to the reserve price (if any) being met, each lot shall be sold to the highest bidder and in the event of any dispute arising between bidders such dispute shall be dealt with in such manner as the Auctioneer may in its absolute discretion determine. The close of a sale shall be indicated on the Site by showing the item as SOLD online. If an Online Auction for a lot closes without the lot being sold, it will show as CLOSED, if a lot is withdrawn it will show as WITHDRAWN. 5. Bidding shall be regulated by the Auctioneer in such manner as it may think fit and, without prejudice to the generality of the foregoing the Auctioneer may without ascribing any reason therefore, refuse to accept any bid or may itself bid for the lot in question on behalf of any third party. 6. The Bidder will pay to the Auctioneer such premium on the sale price ( hammer price") as stipulated on the Event page on the Site and currently at a rate of 16%, to which will be added Value Added Tax ( VAT ) at the current local rate, currently 23%. The premium and the VAT thereon is not negotiable and is payable by all Bidders. VAT may be zero rated only to suitably qualified export purchasers within the Republic of Ireland with current Section 13 Certification. The Auctioneer, when acting as agent for the Vendor, may also receive commission from the Vendor. The Bidder agrees that invoices may be issued in electronic form. Page 4

5 7. (a) The purchase monies due will be paid to the Auctioneer on or before the date specified on the Event page. (b) All lots will be cleared by the Bidder from the premises at which they are sold (subject to the conditions set out in clause 8 hereof) not later than the time and date specified on the Event page and this condition shall be of the essence of the contract. (c) Should the Bidder fail to comply with any of the foregoing requirements the lot or lots which have been knocked down to him or any part thereof may be re-offered for sale, destroyed or otherwise disposed of by the Auctioneer in any manner as it shall in its absolute discretion deem fit, and any amounts or deposits paid shall be forfeit. (d) Without prejudice to any claims that the Auctioneer and/or the Vendor may have against the Bidder for breach of contract or otherwise the Bidder will become liable from the expiration of the time referred to in clause 7(b) hereof for all storage, security and administration expenses and the cost of and incidental to re-selling and/or otherwise disposing of uncleared items. 8. (a) The Bidder will only remove lots from the Vendor s premises by previous arrangement with, and subject to the supervision of, the Auctioneer or its appointed representative(s); (b) The Bidder will not be permitted to remove any lots it has purchased from the Vendor s premises until all sums due in respect thereof have been paid; (c) The Bidder will be responsible for the disconnection, dismantling, packing and collection and insurance of the purchased lot(s) at its own expense; (d) If, in the Auctioneer s opinion, removal of any lot or part thereof will be likely to cause serious damage to the Vendor s premises, or any other damage which the Bidder is either unable or unwilling to rectify, the Auctioneer may by notice to the Bidder rescind the sale of such lot or permit the removal thereof from the premises to proceed subject to such conditions as it may think fit to impose; (e) Should any party claim possession of or title to all or part of a lot prior to its removal from the Vendor s premises, the Auctioneer reserves the right to rescind the sale thereof or to permit the removal thereof from the Vendor s premises subject to such conditions as it may see fit to impose; and (f) At all times, it shall be assumed by the Auctioneer that the Bidder and/or his agents have adequate current insurance for carrying out the type(s) of work at the Vendor s premises. The Auctioneer may request evidence of such insurance, either directly or on a broker to broker basis. 9. The Bidder will be responsible for all damage that it, its carriers or its agents may do to the property of any third party (and in particular, to the Vendor s premises) in removing the lot(s) it has purchased. Should the Auctioneer consider such damage likely to occur, it may require the Bidder to deposit such sum of money with the Auctioneer, by way of security for the costs of reinstating that part of the premises likely to be damaged by the removal of a lot, as the Auctioneer may require. Should the Bidder refuse to deposit such monies, the Auctioneer may refuse the Bidder Page 5

6 access to the Vendor s premises for the purpose of collecting all or any of the lots it has purchased, or rescind the sale of such lot pursuant to clause 8(d) above. 10. (a) The Bidder is on risk once the sale closes, and is strongly advised to effect insurance at once. Upon the close of the sale, the Bidder shall assume all risks in and relating to such lots. The Bidder is advised to effect in respect of all such risks arising thereafter any insurance it may consider necessary. The duty of the Auctioneer and/or the Vendor to deliver lots shall be deemed performed upon the close of the sale, even if a lot is subsequently damaged and/or part thereof has been lost. (b) Property in each lot shall not pass to the Bidder until (i) full payment therefor has been made or (where payment or part payment is made by cheque) until the cheque(s) in question have been cleared and (ii) each such lot has been removed from the premises in its entirety. 11. The Vendor and the Auctioneer shall not be liable in respect of any claim whether in contract or in tort (other than claims in respect of injury to persons arising out of the negligence of the Vendor or Auctioneer) by the Bidder arising out of or in, any way in connection with the sale or purported sale of all or any of the goods for any sum exceeding the amount of the deposit or purchase price (as the case may be) paid by the Bidder in respect of the goods which are the subject of the claim. 12. All goods are sold with all faults and imperfections and errors of description. Illustrations in marketing material, on the Site or on the Auctioneer s website are for illustration purposes only. The Auctioneer has used its reasonable endeavours to ensure that the description of each lot(s) appearing on the Site and/or on the Auctioneer s website or in the Auctioneer s catalogue are accurate, but the Bidder relies upon such description at its own risk. Bidders should satisfy themselves prior to the sale as to the condition of the lot and should exercise and rely on their judgment as to whether the lot accords with its description. No lots sold in this Online Auction are sold as new. Subject to the obligations accepted by the Auctioneer under these Conditions neither the Vendor, the Auctioneer or its servants or agents is responsible for errors of description or for the genuineness or authenticity of any lot and no warranty whatever is given by the Auctioneer, its servants or agents or the Vendor to the Bidder in respect of any lot and any express or implied conditions or warranties are hereby excluded. 13. No warranty is given that any lot is of merchandisable quality or is fit for the purpose for which it is intended or that any lot conforms to the Safety Health and Welfare at Work Act 1989 or any other statutory act or conforms to any description, CE Certification or value whether as to the purpose, quantity or quality or otherwise, notwithstanding that the Vendor and their servants or agents may know of such purpose and it is a condition that any such warranty or representation (howsoever arising) is expressly excluded. Except as may be expressly provided in these Conditions, all warranties, conditions or other terms implied by statute or common law are excluded to the fullest context permitted by law. In particular, Section 55 of the Sale of Goods Act, 1983 (as amended) and the conditions and warranties implied by Section 13,14 and 15 of the Sale of Goods Act, 1983 (as amended). The Bidder agrees and accepts that he is purchasing goods in the course of his business and not in the capacity of a consumer. 14. The price at which the Bidder purchases each lot will be exclusive of the Bidders premium (payable under clause 6) and VAT. Where the Bidder intends any lot to be exported outside of the Republic of Ireland a refund of VAT on goods may Page 6

7 (subject to Irish or EC regulations) be available upon the production by the Bidder of, where applicable, a valid VAT registration number and/or such proof of the export as the Auctioneer may require. Suitably qualified buyers may be invoiced at zero rated vat, in accordance with the Reverse Charge Mechanism, with such buyers being responsible for any vat arising in their taxable jurisdiction and for producing evidence of exporting all lots. 15. Certain lots may have been included on behalf of other clients in this sale by kind permission of the Vendor. 16. Delivery of lot(s) purchased by the Bidder (which shall be at the sole expense of the Bidder) may not be required by him outside normal business hours and is to be made in accordance with clause 8(b) above following payment in full. Just allowance shall be made for all relevant contingencies which may arise otherwise than by the negligence of the Vendor or the Auctioneer, and in particular, but without prejudice to the generality of the foregoing, for any suspension or failure of material services, civil commotion, strike or other industrial action, or other impediment to normal delivery outside the control of the Vendor or the Auctioneer. Neither the Vendor nor the Auctioneer shall be required to incur any expense towards overcoming such impediment unless indemnified therefrom and put in funds to meet such expense by the Bidder. The Auctioneer shall not be obliged to take any legal proceedings for the removal of any such aforesaid impediment to delivery of lot(s) which might in its own judgement exacerbate the matter or be detrimental to its own reputation or goodwill. 17. It is expressly brought to the Bidder s attention that, at the time of sale, any item of plant, machinery or equipment contained in the lot(s) may not necessarily comply with the Health and Safety at Work Act 1989, as replaced by the Safety, Health and Welfare at Work Act 2005, Environmental Protection Acts or any other Irish and/or EC Act or Acts or Regulations thereunder governing the use of that plant, machinery or equipment in a working environment. Successful Bidders for any such plant, machinery or equipment are hereby required to ensure that the use of any such plant and equipment at a place of work within the Republic of Ireland or the EU or elsewhere does not contravene such relevant Act or Regulation thereunder applicable thereto. The Bidder undertakes to take steps sufficient to ensure the lot will be safe and without risks to Health & Safety when properly used and thereby relieves the Vendor and Auctioneer from any Health & Safety duties imposed by the Safety Health & Welfare at Work Act 1989 as replaced by the Safety, Health and Welfare at Work Act It is expressly brought to the Bidder s attentions that certain types of plant or main service installations could contain blue or white asbestos, dangerous chemicals, etc. which if not handled correctly during their removal from the site could be in breach of the Safety, Health and Welfare at Work Act 1989 (No.7 of 1989) as replaced by the Safety, Health and Welfare at Work Act 2005 and the Safety, Health and Welfare at Work (General Application) Regulations 1993 (S.I. No. 44 of 1993 as amended) or any other current legislations covering the use of such substances in a working environment. 19. The Bidder must comply with all current legislations and regulations in relation to the removal/disposal of waste including hazardous waste and may be required to satisfy the Auctioneer in relation to their disposal/removal procedures. Where waste materials are removed all work must be undertaken by an approved and licensed contractor. Page 7

8 20. Where the Bidder loads any item of plant, machinery or equipment contained in a lot or lots to remove it from the site, the Auctioneer shall be under no liability whatsoever to the Bidder or any third party for any damage however so caused by the removal and the Bidder shall be responsible for and indemnify the Auctioneer against any damage or loss which the Auctioneer may suffer or incur in respect of loss, damage or injury suffered by the Bidder s employees or any third party arising from the removal of the plant, machinery or equipment. The Bidder shall indemnify the Auctioneer against any loss or damage suffered by the Auctioneer which directly or indirectly is attributable to the nature of the plant, equipment or machinery acquired by the Bidder whether through breakage, rust, decay, desiccation, leakage, wastage, inherent or latent defect or vice or nature deterioration. 21. The Bidder acknowledges that any software or intellectual property rights attaching to a lot or lots may not be the property of the Vendor or capable of transfer by the Vendor and that neither the Vendor nor the Auctioneer is in any way authorising the use by the Bidder of such software or intellectual property rights and that accordingly any use of such software or exploitation of such intellectual property rights shall be at the Bidder s sole risk. All personal data (if any) contained on or in hardware, equipment or software is not for the use of the Bidder and is subject to the Data Protection Act The Bidder agrees to comply with all applicable export or import control or related laws or regulations and not to violate any applicable local, state, national or international law, statute, ordinance, rule or regulation. The Auctioneer reserves the right to cancel or rescind any sale in an Online Auction at any time if it determines, in its absolute discretion, that the sale does or may violate applicable export or import control or related laws and regulations. 23. These Conditions shall be governed by and construed in accordance with the laws of the Republic of Ireland and any disputes will be decided only by the Irish courts. For the avoidance of any doubt, any reference to Ireland, or the Republic of Ireland, excludes Northern Ireland. 24. Online Auctions conducted by McKay & Associates Limited or auctions conducted live in the Republic of Ireland are conducted under McKay & Associates Limited Property Services Regulatory Authority Licence No Page 8

9 3- End-Use / End User Certificate The information provided on this certification shall be used by Pratt & Whitney, United Technologies Corporation ( Seller ), for the purpose of ensuring compliance with applicable laws and regulations regarding export controls and economic sanctions, including U.S. laws. All information provided on this form shall be treated as proprietary and shall not be provided to a third party, other than upon proper request of a governmental authority or court of law, without prior authorization from the Buyer/Transferee. Buyer/Transferee (your company) understands that items, technical data, and/or services to be provided by Pratt &Whitney are subject to U.S. Government export control requirements and certifies and represents that 1. Buyer/Transferee acknowledges that any export, re-export, transfer or retransfer (even within the same country) of items, technical data and/or services ( Assets ) purchased on a Liquidity Services marketplace, may be subject to export control laws including, U.S. law, as well as the law of any other applicable jurisdiction, including sanctions and export control laws and regulations ( Export Laws ). The Assets may not be transferred, re-transferred, exported or re-exported for the use on a foreign vessel or aircraft unless, under the U.S. Export Administration Regulations ( EAR ), a license exception exists or no license is required to ship the items to: (a) the country in which the vessel or aircraft is located; (b) the country in which the vessel or aircraft is registered (or will be registered if under construction); and (c) the country (or foreign national) which controls, leases, or charters the vessel or aircraft; 2. Buyer/Transferee warrants and represents that it is familiar with the requirements regarding the export, re-export, transfer or re-transfer of Assets; including the Export Administration Regulations (EAR), International Traffic in Arms Regulations ( ITAR ), and the Office of Foreign Assets Control (OFAC) Regulations. 3. Buyer/Transferee further understands that under the OFAC regulations, activities in sanctioned countries, as well as transactions with the governments, or entities owned or controlled by the governments of sanctioned countries, may be prohibited. Buyer/Transferee agrees that no Assets or technical data will be exported or re-exported to a sanctioned country, unless properly authorized. At the current time, sanctioned countries include: Cuba, Iran, North Korea, Sudan, and Syria, as well as the Crimean region of Ukraine. An updated list and further details regarding OFAC sanctions may be viewed at: 4. Buyer/Transferee intends that the items, technical data, and/or services provided by Pratt & Whitney are solely for civil end-use and will not be used for any other purpose or end-use connected with weapons proliferation, satellite usage, military applications, chemical biological or nuclear weapons, or items capable of delivering such weapons unless prior authorization is sought and obtained from the relevant U.S. Government agencies pursuant to the EAR, the ITAR or the relevant sanctions regimes maintained by the OFAC; 5. Buyer/Transferee understands and agrees that the Assets will not be used for any purpose related to a military end-use by the People s Republic of China, Russia or Venezuela; Page 9

10 6. Buyer/Transferee understands that transactions with individuals or entities designated on the U.S. Specially Designated Nationals (SDN) list (including the Sectoral Sanctions List pertaining to certain Russian entities and individuals), or other restricted party lists, including restricted party lists of the UK, EU, UN, or other countries (Collectively, Restricted Party Lists or RPL ) may also be prohibited. Buyer/Transferee shall not export, re-export, transfer, re-transfer or otherwise divert any Assets to any SDN without proper authorization. 7. Buyer/Transferee represents and warrants that it is not debarred, suspended, prohibited or impaired from exporting, re-exporting, receiving, purchasing, procuring, or otherwise obtaining any Assets regulated by any agency of the U.S. Government. Further, Buyer/Transferee represents that it is not designated on a Restricted Party List, nor is Buyer/Transferee owned or controlled by, or acting on behalf of, a Restricted Party or the government of a sanctioned country. 8. Buyer/Transferee assumes responsibility for determining licensing requirements and obtaining necessary license authority, serving as Exporter, or appointing an agent to serve as Exporter if required. 9. Buyer/Transferee understands that Seller reserves the right to review any transaction for export restrictions after the sale and cancel any transactions based on the results of this review. 10. Will use the item(s), technical data and/or service provided by Pratt & Whitney for: (a) inventory ; (b) a specific order ; or (c) other. 11. If (a) is checked in item (10) above, please identify the address and provide a description of the facility at which the inventory will be maintained. 12. If (b) is checked in item (10) above, please describe the activity: 13. If (c) is checked in item (10) above, please describe the activity: 14. If (b) or (c) are checked in item (10) above, identify the ultimate end user(s) and country(ies) of ultimate destination of the item(s), technical data and/or services (Attach a separate sheet if necessary) Name: Address: Ultimate Destination: 15. If (b) or (c) are checked in item (7) above, and if applicable, identify the Engine Serial Number(s) (ESN) or Tail Number(s) of the aircraft associated with the ultimate end use of the item(s), technical data and/or services (Attach a separate sheet if necessary) ESN: Tail Number: Page 10

11 16. In the event there are additions or changes to the information provided above, Buyer/Transferee shall provide the new information to Pratt & Whitney, in writing, as soon as it becomes available. I represent and warrant that I am authorized to make this certification on behalf of Buyer/Transferee, and that the information set forth on this Certification is accurate, current and complete. ACCEPTED AND AGREED: (Buyer/Transferee Signature) (Date) Print name: Title: Page 11