1. This Asset Sale Agreement ("Agreement"), effective as of the date below ("Effective Date"), is entered into by Recoverex Ltd ltd, Asset Recovery Division ("RL") with offices at 1st Floor, 2 Woodberry Grove, Finchley, London, N12 0DR and aforementioned ("Company") with VAT number 130 3065 67.

2. The term of this Agreement is three months. The term of this Agreement shall initially commence on the Effective Date and will automatically renew for additional three month terms, unless cancelled by either Company or RL, as described in Section 9 below.

3. The Company has registered with RL on its online marketplace, Stockshifters.com and has accepted its terms and conditions, which are incorporated herein by reference.

4. The Company acknowledges and agrees that RL’s marketplace will determine the final selling price of the Assets.

5. The Company shall indemnify and keep indemnified Recoverex Ltd on demand for any claims, costs, damages, losses or expenses suffered or incurred by Recoverex Ltd or its employees directly relating to the product offered by The Vendor.

6. Recoverex Ltd commits to use its resources to promote and sell the inventory on behalf of The Vendor, and will charge the above agreed commission rate, deducted from the sale price. The ‘Success Fee’ taken will depend on listing type chosen by vendor:-

• For ‘Buy Now’ listings this rate will be the agreed commission or £25.00 whichever is greater (‘Success Fee’)

• For Auction listings this rate will be the agreed commission (‘Success Fee’)

Company authorises RL to collect its Success Fee from any amount owed to Company. RL reserves the right to collect and retain an additional buyer’s premium from its buyers.

7. Recoverex Ltd will release the sale proceeds to the vendor once Recoverex Ltd has received confirmation from The Buyer that the goods delivered are consistent with the sale manifest: this will typically be within 3-5 days of receipt of goods.

8. Any modification, amendment, supplement or other change to Agreement must be in writing and signed by Company and RL.

9. Either party may terminate this agreement as follows:

   1. By giving notice in writing of its wish to terminate no later than 30 days prior to the end of the initial 3 month term or subsequent three month terms.

   2. By giving notice in writing of a material breach by the other party, which is not rectified by the breaching party within 30 days of receipt of notice.

10. The Company agrees that during the period of this agreement and for one year following termination for any reason, the Vendor covenants with Recoverex Ltd that it shall not directly or indirectly solicit the custom of or do any business with any person who shall have been introduced to The Vendor by Recoverex Ltd or shall have otherwise been a Trader (a “Prohibited Trader”), unless such person was already included in the Database.

11. During the continuance of this agreement and at all times thereafter both parties shall take all reasonable steps to protect and keep confidential any information received from the other party in accordance with the carrying out of this Agreement, that is not already in the public domain.

12. The Vendor shall ensure that no reference is made to The Vendor, or the source of the stock, whether through literature or shapes or logos, excepting unavoidable manufacturer marks, and ensure that no additional items (whether marketing or otherwise) are included in the pallet. Recoverex Ltd reserves the right to spot check pallets & goods to ensure this. Costs of repackaging goods where such items have been removed will be recharged to the Company

Stock Display

13. RL owns the exclusive right to sell the assets provided under this agreement and in subsequent additions to this these ("Assets"), for the entire period the stock is displayed on the RL website. Items cannot be removed once an Auction or Timed Sale has commenced.

14. The Company will provide an accurate description, digital photo(s), and any other information necessary or requested by RL to facilitate the sale of Assets.

15. The company will provide, and be responsible for, the asset information provided to RL or published via any RL operated website or marketing material

16. If stock advertised on the website is subsequently unavailable or mis-described, RL will charge and Company agrees to pay a charge equal to 10% of the sales value of the goods plus a £50 administration fee.

Stock Delivery

17. The Company will provide accurate shipping delivery times and information regarding the Assets, as specifically required in Schedule 1. (Please note that RL makes this requirement to enable buyers to estimate accurately their shipping costs prior to making a bid.) Company will place on pallets or skids and shrink-wrap using Black shrink wrap any Assets that are contained in 8 cartons or more AND/OR greater than 30 kilos that can reasonably be expected to fit on a pallet or skid. Pallets must not be greater than 2.29m x 1.2m nor weigh more than 1000KG. (Please note that RL makes this requirement to reduce the risk of damage and loss to Assets during shipment).

    The Company will ship direct to the Buyer using the shipping information provided by RL using their own delivery provider.

    The Company will provide accurate shipping information and RL will set the price for delivery to buyers located in England to £42 for a pallet and £6 for a parcel. RL should be contacted to arrange a sur-charge on behalf of the vendor for any buyer outside this location.

    The Company is liable for any costs incurred due to inaccurate packing information provided. e.g. if The Company has advertised 1 pallet at a charge of £42 and 2 pallets are delivered. The Company are solely liable for the excess delivery cost.

18. The Company take responsibility for shipping and delivery to RL specified location and the shipping time provided at point of sale should be accurate and it is the responsibility of The Company to fulfil this agreement.

19. Late Charges –

    1. Delivery – The Company advertises despatch and delivery time when stock is uploaded. The vendor can choose up to 2 days for despatch and up to 5 days for delivery. This will calculate a total delivery time advertised to the buyer (maximum 7 working days). If stock is not delivered to the buyer by the delivery date expected, RL will charge and Company agrees to pay a £50 fine + 2% of net sales payable to RL for each business day that stock is not available. This charge will be deducted from the payment made to the vendor from RL.

    2. Collection – If The Company choose to use an RL preferred supplier (18b.ii). If stock is not available for delivery within 48hours from point of sale, RL will charge and Company agrees to pay a £50 fine + 2% of net sales payable to RL for each business day that stock is not available. This charge will be deducted from the payment made to the vendor from RL

20. Extra Shipping Costs – Should any additional shipping costs be incurred because of incorrect Asset shipping information and/or preparation, Company agrees to pay for any these costs and authorises RL to deduct them from any amount that is owed the Company.