BETWEEN:

(hereinafter called the “Participant”)

-and-

IRON GLOBE AUCTIONS LTD, a body corporate

Iron Globe Auctions Ltd. has established a website currently located at www.ironglobe.ca (hereinafter called the “Site”) offering Auction Services for machinery, heavy equipment, earth moving equipment and other chattels and the Participant wishes to make use of these Auction Services subject to the following terms and conditions set forth in this Auction Participation Agreement.

1. Any party wishing to make use of these Auction Services including the Participant must register with Iron Globe Auctions Ltd. following the procedure outlined on the Site and agreeing to be bound by the terms and conditions in this Auction Participation Agreement. Anyone who chooses not to accept the terms and conditions of this Auction Participation Agreement may not make use of the Site or participate in the Auction Services in their own name or through an agent.

2. Iron Globe Auctions Ltd. in the interest of continuing to improve the Auction Services provided 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 and Auction Services 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 and the Service.

3. To become a Participant and be allowed to make use of and participate in the Auction Services provided by Iron Globe Auctions Ltd. then an individual or corporate entity legally able to enter into a contract must complete the application form on the Site and submit the same to Iron Globe Auctions Ltd.. By doing so the applicant is authorizing Iron Globe Auctions Ltd. to conduct whatever background investigation or credit check it deems is appropriate and further to confirm and verify all information provided by the applicant on the application form. If the application is approved the applicant will be notified by Iron Globe Auctions Ltd. by email.

4. The Participant acknowledges and agrees that Iron Globe Auctions Ltd. is providing a virtual venue for Participant sellers to offer equipment for sale and for Participant buyers to bid on such equipment. The Participant acknowledges that Iron Globe Auctions Ltd. is not a party to the transaction between buyers and sellers. Further the Participant acknowledges that Iron Globe Auctions Ltd. has no control over the actions of the buyers or sellers, does not provide a dispute resolution mechanism or process, is not privy to any confidential information regarding the Equipment offered for sale which is not posted to the Site, has no title or possession to the equipment listed for sale on the Site unless specifically disclosed otherwise and is not in any way an agent for either buyer or seller regarding the collection of the appropriate sales or service taxes owed in any jurisdiction.

5. The Participant is solely responsible for the control of its ID number and personalized password and any use of the same for participating in an auction shall expose the Participant to liability for fees and charges if applicable.

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

7. The Participant acknowledges and agrees that any connecting or linking website references on the “Site” are provided as a convenience only and Iron Globe Auctions Ltd. doesn’t control or warrant the accuracy or reliability of said information or service.

Bidding at Auction by Participant

8. Only a Participant who has signed this Agreement and has been approved may bid at an auction provided by Iron Globe Auctions Ltd.

9. If the Participant is the highest bidder at the end of an auction having met the applicable opening bid or reserved bid then the Participant is obliged to complete the transaction with the seller unless the transaction is prohibited by law or this Agreement. Nevertheless Iron Globe Auctions Ltd. reserves the right to void or reject bids if it reasonably believes that there was an intention or actions by the bidder to manipulate the auction process or if the sale transaction is prohibited by law. Iron Globe Auctions Ltd. shall have the sole and final decision as to which bid is the highest and winning bid.

10. The Participant agrees that if its bid is held by Iron Globe Auctions Ltd. to be the winning bid at the end of the auction this will be deemed to be a firm purchase order by the buyer to the seller.

11. Once a Participant has made a bid he , she or it may not retract the bid.

12. The Participant agrees to take part in the virtual auction process and use the Auction Services in good faith and the Participant agrees neither directly nor indirectly, intentionally or unintentionally, by itself or in concert with other to engage in activity which has the effect or is intended to have the effect of manipulating the price paid for equipment exposed for sale through an auction conducted by Iron Globe Auctions Ltd.

13. All equipment and chattels purchased through the virtual auction operated by Iron Globe Auctions Ltd. are subject to an acquisition fee on each unit or lot sold to be paid by the buyer. The acquisition fee is calculated according to the schedule found on the Site which may change from time to time and the acquisition fee applicable to any transaction is the stated fees which appeared on the Site at the time the auction closed.

14. All bids are net of any taxes imposed with respect to the purchase and sale of equipment within the jurisdiction where the equipment is located. All Participants including buyer Participants and seller Participants acknowledge and agree that Iron Globe Auctions 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 as a courtesy will provide a service calculating the appropriate sales tax on any transaction. On each and every transaction the bidder Participant and the seller Participant indemnify Iron Globe Auctions Ltd. against any tax cost expenses or liability in the event the buyer Participant fails to provide funds or pay any sales or service tax related to a transaction or the seller fails to remit any sales or service tax related to any transaction.

15. The Participant buyer shall deliver full payment for the equipment purchased at the aforesaid auction within five (5) business days of the close of the auction which full payment shall include the winning bid amount along with applicable sales tax as advised by Iron Globe Auctions Ltd. and the acquisition fee plus HST as calculated by Iron Globe Auctions Ltd., such payments to be direct deposited to the auction bank account as designated by Iron Globe Auctions Ltd..

16. If after the aforementioned five (5) business day period the buyer fails to make full payment in accordance with the above paragraph the buyer is considered in default and shall be barred from further use of the Iron Globe Auctions Ltd. Site and the equipment may be withdrawn from sale or put up for sale at a new auction by the Participant seller.

17. The Participant buyer shall not take delivery of the auctioned equipment until the above noted full payment has been received by Iron Globe Auctions Ltd. Iron Globe Auctions Ltd. shall remit the full payment less the appropriate acquisition fee plus HST and less any disposition fee plus HST to the seller within five (5) business days of receipt of the full payment. Payments to the Participant seller will be made by direct deposit or cheque. The Participant seller shall not release any equipment to the Participant bidder until the Participant seller has been notified by Iron Globe Auctions Ltd. of full payment having been received.

18. The Participant buyer is solely responsible for all freight, shipping and transporting costs of the auctioned equipment from its physical location at the time of the auction to the location desired by the Participant buyer. The cost of any insurance on the equipment during transport from the Participant seller to the Participant buyer is at the sole expense and at the sole risk of the Participant buyer.

19. The Participant buyer acknowledges that Iron Globe Auctions Ltd. has no responsibility whatsoever for the physical condition, fitness for purpose, durability, merchantability or legal title of the equipment acquired by the Participant buyer from the Participant seller and any cause of action for misrepresentation or deficiencies is a matter between the Participant buyer and the Participant seller and does not involve Iron Globe Auctions Ltd..

Selling at Auction by Participant

20. If a Participant wishes to sell equipment through the Auction Services provided by Iron Globe Auctions Ltd. then the Participant agrees to abide by the terms and conditions of this Auction Participation Agreement as well as the terms of the Auction Consignment Contract.

21. Iron Globe Auctions Ltd. reserves the absolute right to postpone, suspend or cancel any auction for any reason in its own discretion without notice and with no liability to Participant bidders or Participant sellers as a result of any cancellation, postponement or termination of any auction.

22. The Participant seller shall only sell equipment through the Auction Services provided by Iron Globe Auctions Ltd. if the equipment is physically located within Canada at the time of the auction and will be available for pickup by a buyer at a site location within Canada or the U.S.A.

23. The Participant seller will only offer equipment for sale through the above noted Auction Services if the Participant seller is the legal owner of the equipment, there are no legal impediments regarding the sale and there are no outstanding liens, charges, mortgages or security interests registered against the equipment at the time of the auction.

24. The Participant seller acknowledges and agrees that Iron Globe Auctions Ltd. is not responsible to payout any lien, charge, mortgage or security interest from the bid proceeds and that the Participant buyer has a right to assume that any equipment offered for sale through the Auction Services of Iron Globe Auctions Ltd. is free and clear of any lien, encumbrance, mortgage or security interest.

25. If a Participant seller is interested in selling a piece of equipment through the above noted Auction Service a series of photographs of the equipment, the make and model and manufactured year and a narrative as to its condition and past use shall be provided to Iron Globe Auctions Ltd. by the Participant seller through the Site. Iron Globe Auctions Ltd. then in its absolute discretion will decide whether to allow the equipment to be sold through the Auction Services and what will be the terms of the auction.

26. Iron Globe Auctions Ltd. offers as part of its Auction Services to prepare an official Inspection Report on all equipment offered for sale through its Auction Services. Any Participant seller wishing to sell equipment through the above noted Auction Services will automatically be offered the opportunity to have an Inspection Report prepared. If the Participant seller does not wish this report he, she or it must specifically decline the offer. If the Participant seller wishes to have an Inspection Report prepared Iron Globe Auctions Ltd. will handle the logistics and the Participant seller will pay Iron Globe Auctions Ltd. an amount as posted in the seller fees section of the site for production of the said Inspection Report. The Inspection Reports shall be prepared by a certified representative of an appropriate heavy equipment manufacturer or distributor and shall follow the pro forma format found on the Site and consist of complete photographic depiction of the equipment and a narrative dealing with the condition and operation of the equipment and if circumstances warrant an analysis of fluids composition from the equipment.

27. Participant buyers and Participant sellers acknowledge that Iron Globe Auctions Ltd. has no liability or responsibility for the contents of the Inspection Report and the only obligation on Iron Globe Auctions Ltd. is to have the Inspection Report prepared prior to the auction of a particular piece of equipment if requested and to disclose the complete contents of the Inspection Report on the Site.

28. If a Participant seller withdraws a piece of equipment from the above-noted auction process prior to the close of the auction, the Participant Seller shall pay Iron Globe Auctions Ltd. a withdrawal fee as posted in the seller fees section of the Site.

29. If the equipment has been sold as a result of the above-noted auction services, Iron Globe Auctions Ltd. will receive the bid proceeds and appropriate sales tax from the Participant Buyer. Within five (5) business days of receipt of the funds, Iron Globe Auctions Ltd. will direct deposit the bid proceeds and appropriate sales tax less the Disposition fee to the Participant seller.

30. Upon the Participant seller receiving the net bid proceeds, the Seller is solely responsible to remit the appropriate sales tax to the appropriate jurisdiction.

31. If the Participant Seller has had Iron Globe Auctions Ltd. prepare an Inspection Report of the equipment, then Participant Seller agrees not to use the equipment or operate the equipment again unless the auction has been cancelled, or the Participant Seller has withdrawn the equipment from the auction process.

32. Once the Participant Seller receives the net bid proceeds, the Participant Seller shall not move, use or operate the equipment before the delivery of the equipment to the Participant Buyer.

33. All equipment shall be and remain at the risk of the Participant Seller until the equipment has been released by the Participant Seller to the Participant Buyer, which will only be after the Participant Seller has been notified by Iron Globe Auctions Ltd. that it has received the funds from the Participant Buyer. The Participant Buyer and Participant Seller hereby acknowledge and agree that Iron Globe Auctions Ltd. shall not be responsible at all for the condition or safety of the equipment during the auction process.

34. The Participant Seller agrees to sign and tender conveyance or title documents to the Participant Buyer at the time the equipment is picked up by the Participant Buyer.

35. The Participant Seller agrees to pay Iron Globe Auctions Ltd. a Display Fee at the time equipment is accepted by Iron Globe Auctions Ltd. for sale through the auction process, which Display Fee is posted on the site, and this fee is intended to cover the cost of offering the equipment for sale on the auction site and carrying out a statutory personal property security act search or its equivalent search in provinces other then Nova Scotia on the individual piece of equipment in the jurisdiction where it is located at the time of the auction to ensure that there are no outstanding leases, liens, charges and encumbrances affecting the equipment. The Participant Seller is obliged to provide Iron Globe Auctions Ltd. with a correct description of the equipment, including make, model and serial number. Inspite of Iron Globe Auctions Ltd. carrying out the aforesaid lien search, nevertheless the Participant Seller is solely responsible for providing equipment for sale through the auction services which is free and clear of all liens, charges and encumbrances.

36. The Participant Seller agrees to indemnify, defend and hold harmless Iron Globe Auctions Ltd. and its officers, directors, staffs and agents from any claim, demand, damage of any kind or nature, disclosed or undisclosed, arising out of the sale of equipment through the auction process.

Jurisdiction

37. The Participant Buyer and the Participant Seller agree that the laws of the Province of Nova Scotia and the Dominion of Canada shall govern this Agreement.

38. If any provision of this Agreement is held by a Court of competent jurisdiction to be unenforceable, invalid, or void, then such provision shall be struck, however, the remainder of the Agreement shall continue in full force and effect. This Agreement comprises the entire Agreement between the parties and Iron Globe Auctions Ltd. and supercedes all prior Agreements regarding the subject matter contained herein.

NAME (Print): __________________________________________

SIGNATURE: __________________________________________

COMPANY NAME:

DATE: ___________________________________________