Background:The Company wishes to se

Background:
The Company wishes to sell for the best available price of 210 copier machines, located at 222 Moo2, Tong Grow Industrial Estate, Klong Tum Ru, Muang District, Chonburi 20000 Thailand, hereinafter known as “The Assets”.
Astoca is willing to act as the selling agent on behalf of The Company for this purpose. Therefore, the parties agree as follows
1. Duration
1. This Agreement comes into force on the date of signing and shall continue in force for 3 months to cover all activities associated with a single Live Auction sale targeted for 26 April 2014. The timescale can be extended by mutual agreement if required.
2. Appointment of Agent
1. The Company appoints Astoca as its exclusive agent with sole selling rights for the sale of the Assets for the period of this agreement and Astoca agrees to act in that capacity subject to the terms and conditions of this Agreement.
2. All sales will be on the basis of “as is, where is”.
3. The purchaser(s) to be responsible to remove purchased assets from the premises at their own expense. Any damages made to the buildings will be repaired to the Company’ satisfaction, by the buyers, or their appointed contractors, prior to final removal of their purchased assets from the premises. The purchaser(s) will be responsible for all transportation and removal costs.
4. The Company appoints Astoca to dispose of The Assets by way of Live Auction under Astoca’s applicable standard terms.
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5. The Company has agreed with Astoca that no minimum selling prices will be set.
3. Astoca’s Obligations
1. Astoca will supervise all pre-sale site preparation, site inspections and supervise buyer’s contractors during collection. No assets will be removed until full payment has been received by Astoca on behalf of The Company.
2. Astoca will conduct its in house marketing at no expense to the company and
The Company will be responsible for the production and distribution of all other marketing materials. All such marketing materials will be agreed between Astoca and The Company.
3. Astoca will commence the sale process as soon as contract has been signed.
4. Astoca will conduct the sales in compliance with the laws of Thailand.
5. Astoca will be responsible for all auction accounting procedures, including registration of buyers, collection of deposits in order to bid, invoicing, collection of proceeds, delivery notes and reimbursing sale proceeds to The Company. All accounting procedures relating to invoicing will be agreed between Astoca and The Company before sales.
4. The Company's Obligations
1. The Company warrants that it has good and marketable title to The Assets and that they are free of taxes and duties and of encumbrances of any kind other than those in favour of the Company.
2. The Company undertakes to honour all contracts for the sale of The Assets entered into by Astoca on its behalf pursuant to this Agreement.
3. The Company undertakes to supply Astoca with all documents of title and other documents and information that Astoca may reasonably require for promoting and selling the Assets except that the Company is not obliged to disclose any customer related information to Astoca. If The Company does disclose any customer related information to Astoca, Astoca undertakes to keep such customer related information confidential at all times.
4. The Company will allow Astoca reasonable access for the purpose of preparing for the sale, conducting the sale and for the removal of The Assets from the site.
5. The Company is responsible for insurance of The Assets and site security throughout the term of this Agreement.
5. Financial Provisions
1. Astoca will charge the Company a service charge of Baht 100,000. Supervisory and marketing expenses will be for the account of The Company. Astoca will not charge a premium to the buyer(s).
6. Cancellation
In the event of the termination of this Agreement by The Company for any
Reason, Astoca will charge all reasonable costs incurred for in house marketing and out of pocket expenses properly incurred in performance of its obligations under the Agreement.
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7. Nature of Agreement
1. This Agreement supersedes any previous Agreements or understandings between the parties and may not be modified except in writing, signed by the duly authorised representatives of the parties.
2. Each party acknowledges that in entering into this Agreement it does so without any reliance whatsoever on any representation warranty or other provision except as expressly provided in this Agreement and that all conditions, warranties or other terms implied by statute or common law are hereby excluded to the fullest extent permitted by law.
3. This Agreement is governed by the laws of Thailand.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives in duplicate as of the day and year first above written and each party shall retain one original each.
Signed BY: Astoca (Thailand) Ltd. Signed BY: Ditto (Thailand) Co., Ltd.
Authorized Signature Authorized Signature
Ms. Araya Mahan Mr. Chaithad Kulchokwanich
Director Director
Witness Witness