TheseSeller Terms & Conditions represent a legal agreement for the use of the EquipmentMarketplace, hosted at thomasauction.com (hereinafter “Marketplace”), betweencompanies registering as Sellers (hereinafter “Seller”) and Thomas Industries,Inc., 2414 Boston Post Rd, Guilford, CT 06437 (hereinafter “Thomas”).  Marketplace is a web platform for Seller tolist equipment Seller wishes to sell (hereinafter “Equipment”).  Seller is agreeing that all transactions oractivity of any type conducted in Marketplace will be bound to the terms andconditions stated below.

ExclusiveSales Agent. In listing Equipment in Marketplace, Seller is engaging Thomas asthe exclusive sales agent for 30-days to sell Equipment. Thelisting will automatically be renewed on a month-to-month basis unlesscancelled by Seller.  Cancellation mustbe submitted in writing by email to gavel@thomasauction.com prior to the end of thecurrent 30-day period.

Commission.  Thomas will be entitledto a 15% commission on all Equipment sold in Marketplace.

ListingCancellation. In the event Seller chooses to cancel a listing during an activelisting period, upon receipt of notice, Thomas will remove item fromMarketplace and Seller shall be responsible to pay Thomas the full 15% commission. Additionally, if for any reason Sellercannot make Equipment available to a buyer on an agreed upon sale, Seller shallbe responsible to pay Thomas the full 15% Commission.

MinimumAcceptable Price. All Equipment must be listed with a Minimum Acceptable Priceprior to being approved for posting.  Inlisting Equipment Seller is extending a firm, irrevocable offer to sell thelisted Equipment at, or above, the Minimum Acceptable Price.  Seller acknowledges that the net fundsreceived from a sale may be 15% less than the Minimum Acceptable Price afterThomas deducts its’ commission.

Seller’sRepresentations/Warranties:
Seller represents and warrants that: (i) all listing information is completeand accurate; (ii) Company has all right, title and interest in, or theexclusive right to sell, the Equipment; (iii) the Equipment is free from anylien or encumbrance; (iv) the Equipment and listing information does notinfringe any third party intellectual property right or violate any law orregulation.

Rightto Reject
All listings uploaded to Marketplace will be subject to approval by Thomasprior to posting.  Thomas reserves theright to reject any listing or to request modifications to the listing at itssole discretion.

Invoicing/ Collections / Remitting Funds
Seller authorizes Thomas to invoice and collect payment on its behalf for allsales of Equipment in Marketplace.  Thomaswill collect in its own bank account the proceeds paid by the buyers.

EscrowedFunds:
To ensure the successful completion of each sales transaction for both Buyersand Seller, Thomas will act as an intermediary holder of funds until thetransaction between Buyer and Seller has been properly completed. Upon receiptof funds from Buyer, Thomas will inform Seller that the Buyer funds have been receivedand will instruct the Seller to release Equipment to the Buyer. Once Equipmenthas been received by Buyer, then Thomas will release the funds with within 24-48hours, less Thomas’s commission.

Removal
Allcosts of Equipment removal will be at the buyer’s expense.  Seller may, at its option, provide truckloading or rigging services, with or without charge.