Lote 262 Item# 1090759 lote de 3 Incubadora PHC Corporation

All Purchasers and buyers (PURCHASER) of Merck owned equipment agree to the following terms of sale. All assets will be purchased as is, where as as outlined in EquipNets Buyers Terms and Conditions, as published on their website at www.equipnet.com.

Additional Buyer Terms: All Purchasers and buyers (PURCHASER) of Merck owned equipment agree to the following terms of sale. All assets will be purchased as is, where as as outlined in EquipNets Buyers Terms and Conditions, as published on their website at www.equipnet.com.
Furthermore, While the commercial terms of an offer may have been accepted the final approval of sale is contingent upon confirmation by Merck that the asset has been cleaned according to Merck standards. If the asset has not been cleaned then Merck may cancel the sale or the buyer may pay the additional cost to have the item cleaned to Merck standards before the asset is released.

PURCHASERs removal aforesaid will be coordinated by the PURCHASER with EQUIPNET and the respective MERCK Project Engineer, and this coordination shall include, without limitation, directing and monitoring progress all of all aspects of the REMOVAL, sequencing of the REMOVAL, and the review and approval of any changes to the REMOVAL or to the schedules. The PURCHASER shall be responsible for preparing the areas around the EQUIPMENT and will be responsible to coordinate with EQUIPNET and the MERCK Project Engineer to move any items that may interfere with the REMOVAL of the subject EQUIPMENT.

The PURCHASER shall provide, without limitation, all trucks, fork trucks, pallet jacks, slings, shackles, dollys, beam clamps, chains, packing, cradles, rigging, cranes, lulls, flagman, personnel, operating engineers, and other similar equipment and personnel as may be required to remove the EQUIPMENT from the REMOVAL AREA and onto trucks for shipment offsite (the REMOVAL).

PURCHASER shall take any and all precautions necessary to protect MERCKs facility, including, without limitation, areas surrounding the REMOVAL AREA, roadways and sidewalks. The PURCHASER shall be responsible for the repair of any and all damage to MERCK property resulting from the REMOVAL. Any and all debris created by the PURCHASER in performance of the REMOVAL, shall be removed daily, leaving the area in good housekeeping condition.

In the event any MERCK permits are required in the course of the REMOVAL, PURCHASER shall initiate and coordinate with EQUIPNET, and MERCK will execute, subject to MERCK approval thereof, any permits required to safety perform the work, including without limitation, the following:
Approvals: Permits will be issued by the MERCK Facility Project Engineers in accordance with the provisions of the MERCK Site Contractor Safety Policies. Permits for the following day MUST be requested prior to the completion of each preceding work day.
Class A Hot Work: Any open flame, welding, burning or grinding will require a Class A Hot Work permit in all areas associated with the REMOVAL. Such permits will not be issued for work within 35 feet of flammable storage areas.
Class B Hot Work: Portable tools or other Class B hot work will be required for work within 35 feet of any flammable storage area or other operational equipment.
Confined Space Permits: Any vessel entries to inspect check or install internal vessel cribbing or glass integrity must be handled with appropriate safety guidelines and will require a Class A Confined Space permit per attached SP#32. PURCHASER will be responsible for providing its own equipment such as LEL meters, entry kits, etc., and Site Security must be contacted prior to and following the entry.

Indemnity. The PURCHASER shall defend, indemnify and hold the SELLER, and its officers, agents and employees harmless from and against all liabilities, obligations, damages, penalties, claims, costs, charges and expenses, including reasonable attorneys? fees, which may be imposed upon, incurred by or asserted against the SELLER by reason of the following:
a. acts or omissions, whether negligent or otherwise, by the PURCHASER, through or under the PURCHASER in connection with the performance of the sale of the equipment;
b. injury (including death) or damage of any kind or nature to the PURCHASER or subsequent PURCHASERS of the equipment, its property, through or under the PURCHASER in connection with the performance of the purchase of the equipment; and
c. any other injury (including death) or damage of any kind or nature resulting from the condition or use of the equipment from and after the date of SALE.

The PURCHASER shall coordinate with EQUIPNET and MERCK Project Engineers the location of any lifting equipment (cranes, forklifts etc.,) required by this PURCHASER to facilitate the safe REMOVAL of any EQUIPMENT from the REMOVAL AREA at least 48 hours prior to commencement of REMOVAL. Additionally any road closures required to facilitate the REMOVAL must be coordinated by EQUIPNET and the MERCK Project Engineer at least 48 hours prior to any REMOVAL.

EQUIPNET shall coordinate and PURCHASER shall provide all supervision as PURCHASER deems fit to facilitate the REMOVAL

The PURCHASER shall coordinate with EQUIPNET and provide proper traffic barricades around the REMOVAL, and a flagman as necessary to direct traffic and facilitate REMOVAL. Safety barricades may remain in place for the duration of the REMOVAL contingent upon MERCK approval, provided the street is left passable by vehicular and foot traffic at all times.

THE PURCHASER is responsible to provide, maintain and remove all temporary utilities required to facilitate the REMOVAL including without limitation, any requirements for temporary light, power, water, telephone, and heat.

PURCHASER acknowledges that during the bidding process it received and reviewed all applicable MERCK procedures, including without limitation, MERCK Site Safety Procedures, and MERCK Drug and Alcohol procedures. PURCHASER further acknowledges and agrees that all REMOVAL performed by this PURCHASER or any its subcontractors will be executed under these terms. Failure to comply with this requirement will result in EQUIPNET and MERCK disqualifying all bids received from this PURCHASER.

PURCHASER acknowledges that all descriptions of the EQUIPMENT are a good faith attempt to accurately reflect the specifications of the EQUIPMENT being offered for sale. The PURCHASER is responsible for verifying the truth and accuracy of all EQUIPMENT listing information.

All items are sold as is, where is, and with all faults. MERCK makes no warranty, expressed or implied as to the nature, quality, value or condition of any piece of EQUIPMENT. MERCK expressly disclaims any warranty of merchantability, fitness for a particular purpose or non-infringement. EQUIPMENT is being sold without software, if any is applicable. In the event that software is included in the EQUIPMENT sale, notwithstanding the disclaimer set forth above, MERCK makes no representation or warranties regarding the PURCHASERS right to use such software, as to the performance of the software, its non-infringement or otherwise. PURCHASER is to assume no piece of EQUIPMENT carries a manufacturers warranty at the time this item is offered for sale.

MERCK shall not be liable for any damages of any type or nature (whether in contract, tort or otherwise) sustained or claimed by PURCHASER or any other person or entity in connection with the sales of assets hereunder.

Collection of all applicable taxes shall be in accordance with federal, state and local tax laws.

If the PURCHASER does not remove the purchased piece of EQUIPMENT during the stated removal period, MERCK, in conjunction with EQUIPNETs Buyer Terms, may deem the item to have been abandoned by the PURCHASER and thereupon the PURCHASER shall have no further rights with respect to the piece of EQUIPMENT. In the event MERCK does not receive payment within ten days of notification that MERCK has accepted PURCHASERs bid, MERCK reserves the right to resell such items without notice, and thereupon the defaulting PURCHASER shall be removed from MERCKs bidders list and shall be prohibited from participating in any future MERCK or MERCK third party agent EQUIPMENT sales.

It is the PURCHASERS sole responsibility to meet all government safety and environmental standards in removing, shipping and using any purchased EQUIPMENT. Certain items of EQUIPMENT may contain hazardous substances as that term is defined under federal, state or local environmental laws and regulations. EQUIPMENT may also include "asbestos containing materials" as defined by USEPA, OSHA or other federal, state or location laws or regulations. All EQUIPMENT will be cleaned in accordance with MERCK Safety Procedure SEGDL 4.6.4.2.1, (copy attached see EXHIBIT I). At the time of EQUIPMENT sale, MERCK will provide PURCHASER a summary memo stating the specific method of cleaning employed pursuant to MERCK Safety Procedure SEGDL 4.6.4.2.1.

PURCHASER agrees to comply with all US export control and related laws, and acknowledges that MERCK is not the exporter of any purchased piece of EQUIPMENT. Certain pieces of EQUIPMENT may constitute Restricted Technology. Under federal law, such items may not be shipped outside of the United States. MERCK makes no representation or warranty concerning, and has conducted no investigation to ascertain which items, if any, constitute Restricted Technology. MERCK reserves the right to cancel any sale at any time in the event it determined, in its sole discretion, that the sale does or may violate applicable U.S. export control or similar laws.

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