Consign With MachineryConsignment.com

This Marketing Agreement ("Agreement") is entered into as of [date auto-filled on signing] (the "Effective Date") between the undersigned owner(s) of record ("Seller") for the equipment described in the submission form above ("Equipment"), and MachineryConsignment.com, operated by Metro Websites LLC, d/b/a MachineryConsignment.com ("MachineryConsignment").

Seller authorizes MachineryConsignment to advertise and market the Equipment to prospective buyers in an effort to procure a sale, subject to the terms below. MachineryConsignment has no authority to negotiate on Seller's behalf, enter into any sale agreement, or consummate any sale of Equipment. All negotiations, agreements, and transactions are solely between Seller and buyer.

Seller retains the right to sell Equipment privately. If Seller sells Equipment to any person or organization not procured by MachineryConsignment, no Marketing Fee is owed to MachineryConsignment. However, if within six (6) months after cancellation of this Agreement Seller sells Equipment to any buyer procured by MachineryConsignment prior to cancellation, the Marketing Fee is owed. A buyer is "procured by MachineryConsignment" if: (i) a MachineryConsignment representative communicated with that buyer about the Equipment; (ii) MachineryConsignment notified Seller of the buyer in writing (email suffices); and (iii) Seller had no prior contact with that buyer before MachineryConsignment's introduction.

Equipment shall be advertised at the Selling Price submitted by Seller. Price changes require a signed addendum or agreed writing from Seller. MachineryConsignment shall present all written offers to Seller; Seller is never obligated to accept any offer.

Marketing Fee

MachineryConsignment's fee is 3% of the actual purchase price (the price Seller actually receives from the buyer), with a minimum of $300. For sales where the actual purchase price exceeds $100,000, the fee is 2% of the actual purchase price. The applicable amount is referred to as the "Marketing Fee."

The Marketing Fee is payable by Seller to MachineryConsignment via wire transfer within five (5) business days of Seller receiving payment from the buyer. This obligation is binding and enforceable in the courts of Jackson County, Missouri. If MachineryConsignment must pursue collections, Seller agrees to pay the Marketing Fee plus all costs of collection and reasonable attorneys' fees.

The Marketing Fee is also due if: (1) MachineryConsignment procures a buyer offering in writing to pay at least the latest advertised Selling Price and Seller declines; or (2) Seller cancels a fully-executed Purchase and Sales Agreement with a buyer procured by MachineryConsignment.

No other fees are charged to Seller.

A. Seller Obligations

1. Act in good faith.
2. Have the lawful right to sell and convey title to the Equipment, and provide proof of ownership upon request.
3. Not list Equipment with any dealer or broker simultaneously without written disclosure to MachineryConsignment.
4. Provide accurate Equipment information including specifications, condition, known defects, hours, damage history, inventory included in the sale, photos, registration documents, and service records. The accuracy of the listing depends substantially on the information Seller provides.
5. Notify MachineryConsignment of any changes to Equipment location, condition, price, or specifications.
6. Maintain price parity: all publicly listed prices for the Equipment must match the Selling Price in this Agreement or any subsequent addendum.
7. Make Equipment available for showings, demonstrations, or inspections with reasonable notice, and provide a licensed operator if a demonstration is requested.
8. Notify MachineryConsignment of any liens or encumbrances against the Equipment.
9. Retain custody of Equipment until Seller has confirmed the sale is complete and full payment has been received by Seller or Seller's lienholder.

B. MachineryConsignment Obligations

1. Act in good faith.
2. Submit all written offers to Seller promptly.
3. Seek buyers through commercially reasonable advertising and marketing of Equipment. All advertising expenses are MachineryConsignment's sole responsibility.
4. Cooperate with brokers representing prospective buyers, splitting the Marketing Fee as needed — no added cost to Seller.
5. Not knowingly misrepresent Equipment.
6. Provide Seller with periodic activity reports including names of interested buyers.
7. Assist with coordination of third-party shipping logistics if requested by Seller and buyer.

C. Term and Cancellation

This Agreement continues until Equipment is sold or either party provides 15 days' written notice of cancellation (email suffices). The six-month buyer protection period described in the introduction applies after cancellation.

D. Custody and Responsibility

Responsibility for the access, care, custody, and control of the Equipment remains entirely with Seller at all times. MachineryConsignment and its associates do not operate, store, or maintain Equipment. All transactions regarding Equipment — including purchase, sale, and transport — are solely between Seller and buyer, even where MachineryConsignment procured the buyer. MachineryConsignment is not a party to and has no obligation with respect to any such transactions.

E. Legal Terms

1. Representations and Warranties. Each party represents that it has full authority to enter this Agreement and will comply with all applicable laws.

2. Disclaimer. EXCEPT AS EXPRESSLY PROVIDED HEREIN, EACH PARTY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED.

3. Indemnification. Each party shall defend and hold harmless the other from third-party claims arising from its own breach or violation of applicable law.

4. Limitation on Liability. EXCEPT FOR INDEMNIFICATION OBLIGATIONS AND GROSS NEGLIGENCE OR WILLFUL MISCONDUCT: (a) NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES; AND (b) NEITHER PARTY'S LIABILITY SHALL EXCEED $50,000 — PROVIDED THIS LIMITATION DOES NOT APPLY TO SELLER'S OBLIGATION TO PAY THE MARKETING FEE TO MACHINERYCONSIGNMENT.COM.

5. Miscellaneous. This Agreement may not be modified except in writing signed by both parties. Neither party may assign rights without written consent of the other. Disputes shall be brought exclusively in the courts of Jackson County, Missouri. The prevailing party shall be reimbursed for costs and attorneys' fees. EACH PARTY IRREVOCABLY WAIVES TRIAL BY JURY. This Agreement constitutes the entire agreement between the parties on its subject matter and supersedes all prior oral or written agreements.

The parties are subject to the legal terms and conditions posted at MachineryConsignment.com during the term of this Agreement.

IN WITNESS WHEREOF, both parties agree to the terms set forth above, which may not be amended except in writing signed by Seller and MachineryConsignment.

Note from MachineryConsignment: Thank you for selecting us. From the moment this agreement is signed, we work diligently to market your equipment and connect you with qualified buyers — all at our expense. We only earn when you sell, so our interests are aligned with yours. We genuinely value your trust and your business. — Tyler, MachineryConsignment.com