S&H SYSTEMS, INC. – CHAPTER 11 BANKRUPTCY ASSET LIQUIDATION

TERMS & CONDITIONS

S&H SYSTEMS, INC. CHAPTER 11 BANKRUPTCY ASSET LIQUIDATION

By registering to bid, placing a bid, or participating in this auction, each Bidder acknowledges that they have read, understood, and agree to be bound by these Terms and Conditions.

IMPORTANT NOTICE

This auction is being conducted in connection with the Chapter 11 Bankruptcy proceedings of S&H Systems, Inc.

All offers are subject to approval by the Chapter 11 Trustee and any other approvals required by the Bankruptcy Court or applicable law.

The highest bid shall constitute an offer to purchase and shall not create a binding contract until all required approvals have been obtained.

1. AUCTION FORMAT

This is an online-only auction conducted by Wooley Auctioneers, Inc.

Bidding will begin closing on July 8, 2026, utilizing a staggered closing format with automatic bidding extensions (“Soft Close”). Lots receiving bids within the final minute of bidding may be extended to allow continued competitive bidding.

Wooley Auctioneers reserves the right to modify, suspend, postpone, extend, divide, combine, or cancel any portion of the auction at its sole discretion.

2. BUYER’S PREMIUM

A fifteen percent (15%) Buyer’s Premium will be added to the final high bid price of each lot.

The Buyer’s Premium shall become part of the total purchase price.

Example:

Final Bid: $100,000

Buyer’s Premium (15%): $15,000

Total Purchase Price: $115,000

3. BANKRUPTCY SALE APPROVAL

All bids are subject to approval by the Chapter 11 Trustee and any other approvals required under the Bankruptcy Code, Bankruptcy Court orders, or applicable law.

The Seller, Chapter 11 Trustee, Bankruptcy Estate, and Auctioneer reserve the right to:

• Accept or reject any bid

• Approve or decline any sale

• Remove assets from the auction

• Resolve disputes concerning ownership, title, or disposition of assets

• Modify sale procedures as necessary to comply with bankruptcy requirements

In the event a bid or sale is not approved, the Buyer’s sole remedy shall be the return of funds actually paid. Neither the Seller, Trustee, Bankruptcy Estate, nor Auctioneer shall have any further liability.

4. PAYMENT TERMS

Payment in full is required prior to the removal of any property.

Accepted forms of payment include:

• Wire Transfer

• Cashier’s Check

• Company Check (subject to verification and approval)

• Other forms of payment approved by Auctioneer

Credit cards may be accepted only for smaller invoices at Auctioneer’s discretion.

No property may be removed until payment has been received and cleared.

5. ASSET LOCATIONS

Sortation Systems

5904 Krueger Drive

Jonesboro, Arkansas 72401

Wire Decking Inventory

203 N. Milton Ave.

Truman, Arkansas 72472

6. INSPECTION

Inspection opportunities will be available by appointment.

Bidders are strongly encouraged to inspect all property prior to bidding.

Photographs, descriptions, inventory lists, purchase records, engineering drawings, Bills of Material (BOMs), specifications, videos, and other information are provided solely as a convenience and are believed to be accurate but are not guaranteed.

Failure to inspect shall not relieve Buyer of responsibility.

7. AS-IS, WHERE-IS

All property is sold strictly “AS IS, WHERE IS,” with all faults, defects, deficiencies, and imperfections, whether known or unknown.

No warranties or guarantees of any kind are made by the Seller, Chapter 11 Trustee, Bankruptcy Estate, Property Owner, or Auctioneer.

Specifically excluded are all warranties, express or implied, including:

• Merchantability

• Fitness for a particular purpose

• Condition

• Capacity

• Performance

• Completeness

• Suitability for intended use

• Compliance with laws or regulations

Buyers rely solely upon their own inspections and investigations.

8. EQUIPMENT DESCRIPTIONS

Descriptions are believed to be accurate but are not guaranteed.

Quantities, dimensions, capacities, model numbers, serial numbers, specifications, inventory counts, photographs, drawings, and equipment configurations may vary from published information.

No sale shall be invalidated due to inaccuracies, omissions, or typographical errors.

9. NO REFUNDS OR RETURNS

All sales are final.

No refunds, exchanges, credits, adjustments, chargebacks, or cancellations shall be permitted.

10. BIDDER RESPONSIBILITY

By placing a bid, Bidder represents that:

• They have reviewed all available information

• They have conducted their own due diligence

• They understand the condition and nature of the assets

• They possess the financial ability to complete the transaction

• Their bids are binding and irrevocable

11. DEFAULT

If Buyer fails to pay, remove assets, comply with auction terms, or otherwise defaults, Auctioneer may:

• Cancel the sale

• Retain deposits or funds received

• Resell the property

• Recover damages

• Recover attorney’s fees and collection costs

• Suspend or revoke bidding privileges

Buyer shall remain liable for any deficiency resulting from resale.

12. REMOVAL OF PROPERTY

Sortation Systems

Removal Dates:

July 9, 2026 through July 17, 2026

Removal shall be by appointment only.

Forklift assistance and material handling support will be provided by on-site warehouse personnel during the designated removal period.

Such assistance is provided solely as a courtesy and without liability.

Auctioneer and Seller make no guarantees regarding labor availability, loading times, equipment availability, or loading assistance.

Wire Decking

Removal dates and procedures for wire decking inventory will be announced prior to auction closing.

13. BUYER REMOVAL RESPONSIBILITIES

Buyer shall be solely responsible for:

• Transportation

• Freight arrangements

• Rigging

• Dismantling

• Packaging

• Labor

• Tools

• Insurance

• Permits

• Safety compliance

• Environmental compliance

Buyer shall remove all purchased property in a safe and professional manner.

14. INSURANCE REQUIREMENTS

Auctioneer, Seller, Trustee, Bankruptcy Estate, Property Owner, and Site Operator reserve the right to require proof of insurance prior to removal.

Required insurance may include:

• Commercial General Liability Insurance

• Automobile Liability Insurance

• Workers Compensation Insurance

• Additional Insured Certificates

Failure to provide required documentation may delay removal.

15. DAMAGE TO PROPERTY

Buyer shall be responsible for any damage caused during inspection, dismantling, loading, transportation, or removal activities.

Buyer shall repair any damage to the satisfaction of the property owner at Buyer’s sole expense.

16. ABANDONED PROPERTY

Any property not removed within the designated removal period shall be considered abandoned.

Seller and Auctioneer may dispose of abandoned property without notice.

No refunds shall be issued for abandoned property.

17. TITLE TRANSFER

Title shall not pass to Buyer until full payment has been received and approved.

Auctioneer reserves the right to withhold release of property until all payment obligations have been satisfied.

18. BID DISPUTES

Auctioneer shall have sole discretion in resolving bidding disputes.

Auctioneer’s records shall be deemed final and conclusive.

Auctioneer reserves the right to reopen bidding, cancel bids, or determine the successful bidder in the event of a dispute.

19. LIMITATION OF LIABILITY

Wooley Auctioneers acts solely as agent for the Seller.

Under no circumstances shall the Seller, Chapter 11 Trustee, Bankruptcy Estate, Property Owner, Site Operator, or Auctioneer be liable for:

• Lost profits

• Business interruption

• Consequential damages

• Incidental damages

• Special damages

• Indirect damages

Maximum liability shall not exceed the Buyer’s Premium actually paid on the disputed lot.

20. GOVERNING LAW

These Terms and Conditions shall be governed by the laws of the State of Arkansas.

Any legal action arising from this auction shall be brought exclusively in a court of competent jurisdiction located in Pulaski County, Arkansas.

21. ACCEPTANCE OF TERMS

Registration, bidding, or participation in this auction constitutes acceptance of all Terms and Conditions.

No exceptions shall be granted unless approved in writing by Wooley Auctioneers, Inc.

Wooley Auctioneers, Inc.

Real Estate Brokers & Auctioneers
AALB #2150