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INFINEON USED EQUIPMENT AGREEMENTS

Terms and conditions of any sale are as stated in the appropriate Used Equipment Agreement below, either for buyers outside the United States or for those inside the United States.

INFINEON USED EQUIPMENT AGREEMENT EXCLUDING UNITED STATES  (For UNITED STATES, see below)

PROPERTY -- Any reference to "Property" herein shall be construed to mean the surplus/used equipment identified in the Quotation accompanying this Used Equipment Agreement.

INSPECTION -- CUSTOMER is invited and urged to inspect the property. All property will be available for inspection at INFINEON. Contact INFINEON for scheduling. In no case will failure to inspect property later constitute grounds for withdrawal of a bid or for any claim against INFINEON.

ACCEPTANCE -- The terms and conditions contained herein are the complete and exclusive statement of the terms of any bid and/or sale. CUSTOMER below confirms his assent to these terms and conditions. No addition to or modification of any of these terms and conditions will be effective unless agreed to in writing by INFINEON. Any terms and conditions submitted on documents supplied by Buyer shall be deemed non-conforming and may be used at INFINEON's option to disqualify Buyer's bid. If INFINEON accepts a bid, then only those terms which conform and are consistent with this document will be deemed accepted.

WARRANTIES -- ALL PROPERTY IS SOLD OR DONATED ON AN "AS IS" BASIS WITH ALL FAULTS, LATENT AND PATENT. INFINEON MAKES NO WARRANTIES, EXPRESS OR IMPLIED, AS TO THE NATURE, QUALITY OR CONDITION OF THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, OR OTHERWISE.

INFINEON shall have no responsibility for shipping, installation, warranty, maintenance, engineering changes or technical support of the property purchased hereunder unless otherwise agreed. INFINEON shall have no responsibility for the disassembly and removal of property from INFINEON's location, unless INFINEON informs CUSTOMER otherwise. INFINEON may disassemble the Property and charge CUSTOMER time and materials for such disassembly.

CONSIDERATION OF BIDS -- INFINEON reserves the right to reject any and all bids at anytime for any reason or no reason.

CUSTOMER shall make satisfactory payment within ten (10) business days after the date of the Notification Letter. Failure to make satisfactory payment within said time period may result in rejection of CUSTOMERs bid, at INFINEON's option. In no event will shipment occur prior to payment. The terms and conditions of any sale are as stated in this Used Equipment Agreement.

PRICES AND PAYMENT -- The purchase price for the property will be as set forth in the Quotation. Such price does not include any applicable taxes, shipping or handling charges. All such taxes and charges are CUSTOMERs responsibility. Sales from US sites only: However, CUSTOMER may provide INFINEON with either an acceptable Direct Pay Sales Tax permit or a Resale Certificate which states a sales tax registration number.

FORCE MAJEURE -- INFINEON shall not be liable for any delay in its performance obligations due to (a) fires, floods, strikes, or other labor disputes, accidents to machinery, acts of sabotage, riots, precedence or priorities granted at the request or for the benefit, directly or indirectly, of the federal or any state government or any subdivision or agency thereof, delays in transportation facilities, restrictions imposed by federal or state legislation or rules or regulations thereunder; or (b) any cause beyond its reasonable control.

TITLE -- Title to property sold hereunder shall vest in CUSTOMER as and when full and final payment is made. Risk of loss or damage to property passes to CUSTOMER upon receipt by CUSTOMER or CUSTOMER's carrier at INFINEON's location or warehouse or when CUSTOMER or CUSTOMER's agent begins the disassembly and removal of the property from the INFINEON location or warehouse, whichever occurs first.

PERMITS AND AUTHORIZATIONS REQUIRED BY LAW -- CUSTOMER represent that CUSTOMER possess all the necessary permits and authorizations required to disassemble, remove, transport, resell or otherwise properly dispose of the property being acquired. CUSTOMER agree to comply with all applicable laws, regulations and ordinances, including but not limited to the regulations of ordinances, including but not limited to the regulations of the United States Department of Commerce relating to the Export of Technical Data, insofar as they relate to CUSTOMER's performance.

INDEMNIFICATION -- CUSTOMER agree to indemnify INFINEON against any and all claims for damages, including costs and attorney's fees, for personal injury (including death), and loss of or destruction or damage to real or tangible personal property arising from CUSTOMER's,r acts, omissions or misrepresentations, regardless of the form of action brought against INFINEON.

INFRINGEMENT OF PATENTS -- The purchase of property does not convey by implication or otherwise any licenses under any patent, domestic or foreign. INFINEON makes no representation or warranty that the use of any material, equipment or technical information furnished hereunder will not infringe any patent, trademark, copyright, trade secret, or other proprietary interests of any third party and it shall be CUSTOMER's sole responsibility to make such determination as is necessary with respect to other rights of third parties. INFINEON shall not be held to any liability with respect to any claim made by any third party on account of, or arising from, the use of such material, equipment, or technical information. CUSTOMER agree to indemnify and save harmless INFINEON from any and all costs, expenses, liabilities, and claims for infringement of any patents or similar instruments or any trademarks, copyrights, trade secrets, or other proprietary interests in any foreign country, including the U.S.A and Euro..

SOFTWARE -- This is a sale of hardware items only and does not include a sale or license of program code (software) in any form, regardless of whether such software has been packaged with, integrated into or otherwise included with the item(s). Any software included with the item may be the property of a third party. CUSTOMER agrees to destroy all such software or to obtain an appropriate license for ist continued use.

LIMITATION OF INFINEON'S LIABILITY -- INFINEON's entire liability and CUSTOMER's exclusive remedy are set forth in this section. Under no circumstances shall INFINEON be liable to CUSTOMER for any lost revenue, lost profits or other possibility of such damages. In addition, in no event will INFINEON be liable on any third party claim or for damages caused by CUSTOMER's failure to perform CUSTOMER's responsibilities. In no event, except for claims by CUSTOMER for bodily injury or damage to real property or tangible personal property for which INFINEON is legally liable, will INFINEON be liable to CUSTOMER, for actual damages in excess of the amount paid by CUSTOMER, for property under this Agreement. These limitations apply, regardless of the form of action, whether in contract or in tort, including negligence.

GENERAL -- This Agreement and individual purchase contracts signed between the Parties hereunder shall be governed by and construed in accordance with the law in force in Germany. The application of the United Convention on Contracts for the International Sale of Goods of April 11, 1980 shall be excluded.

Arbitration - All disputes arising out of or in connection with this Agreement or individual purchase contracts signed hereunder, including any questions regarding their existence, validity or termination, shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce in Paris by three arbitrators in accordance with the said Rules.

Each Party shall nominate one arbitrator for confirmation by the competent authority under the applicable Rules (Appointing Authority). Both arbitrators shall agree on the third arbitrator within 30 days. Should the two arbitrators fail, within the above time limit, to reach agreement on the third arbitrator, he shall be appointed by the Appointing Authority. If there are two or more defendants, any nomination of an arbitrator by or on behalf of such defendants must be by joint agreement between them. If such defendants fail, within the time limit fixed by the Appointing Authority, to agree on such joint nomination, the proceedings against each of them must be separated. The seat of arbitration shall be Zürich. The procedural law of this place shall apply where the rules are silent. The language to be used in the arbitration proceeding shall be English.

All obligations and duties which by their nature survive the expiration or termination of this Agreement shall remain in effect beyond any expiration or termination.

No actions, regardless of form, arising out of this Agreement, may be brought by either party more than two years after the cause of action has arisen, or, in the case of nonpayment, more than two years from the date payment was due.

Neither party shall assign this Agreement or any rights hereunder without the prior written consent of the other party. The waiver by either party of any instance of the other party's noncompliance with any obligation or responsibility herein shall not be deemed a waiver of subsequent instances or of either party's remedies for such noncompliance.

CONFIDENTIAL INFORMATION -- The parties shall use all information which they receive in connection with this Agreement and which has been marked as confidential only for the purposes of this Agreement and they shall keep this information confidential to third parties with the same degree of care as they use with respect to their own confidential information. This obligation shall survive the expiration or termination of this Agreement for a period of 3 years. This obligation shall not apply to information, which is or becomes public knowledge or which is probably independently developed or lawfully received from a third party.

CHEMICAL -- Where necessary, INFINEON has diligently and with reasonable efforts flushed, drained, and cleaned property containing chemicals. However, said property may contain chemical residue despite such efforts. CUSTOMER acknowledges this fact and agrees to indemnify INFINEON against any and all claims or actions for damage or other relief that may arise due to the property containing such chemical residue. CUSTOMER agrees to meet all applicable government safety standards and environmental regulations and laws for the removal, transportation, use and disposal of this property. Material Safety Data Sheets will be made available to CUSTOMER upon CUSTOMER's request.

EXPORT -- Some material(s) included in this sale may be a controlled commodity and require a validated export license issued by the U.S. Department of Commerce or European Authorities prior to the export. As a condition of sale, Buyer will abide by all European and U.S. Export/Re-export Administration regulations, including export license whenever applicable. CUSTOMER acknowledges awareness of such regulations and agrees to become familiar with them prior to exporting any property.

SOLE AGREEMENT - THIS AGREEMENT embodies the understanding of the parties with respect to any bid for or sale of the property and supersedes all previous communications, representations or understandings, either written or oral, between the parties. It is expressly understood that there has been made to CUSTOMER no other inducement to enter into a contract with INFINEON.


INFINEON USED EQUIPMENT AGREEMENT:  UNITED STATES

PROPERTY -- Any reference to "Property" herein shall be construed to mean the surplus/used equipment identified in the Quotation accompanying this Used Equipment Agreement.

INSPECTION - CUSTOMER is invited and urged to inspect the Property. All Property will be available for inspection at INFINEON. Contact INFINEON for scheduling. In no case will failure to inspect Property later constitute grounds for withdrawal of a bid or for any claim against INFINEON.

ACCEPTANCE -- The terms and conditions contained herein are the complete and exclusive statement of the terms of any bid and/or sale. CUSTOMER below confirms his assent to these terms and conditions. No addition to or modification of any of these terms and conditions will be effective unless agreed to in writing by INFINEON. Any terms and conditions submitted on documents supplied by Buyer shall be deemed non-conforming and may be used at INFINEON's option to disqualify Buyer's bid. If INFINEON accepts a bid, then only those terms which conform and are consistent with this document will be deemed accepted.

WARRANTIES -- ALL PROPERTY IS SOLD OR DONATED ON AN "AS IS" BASIS WITH ALL FAULTS, LATENT AND PATENT. INFINEON MAKES NO WARRANTIES, EXPRESS OR IMPLIED, AS TO THE NATURE, QUALITY OR CONDITION OF THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, OR OTHERWISE.

INFINEON shall have no responsibility for shipping, installation, warranty, maintenance, engineering changes or technical support of the Property purchased hereunder unless otherwise agreed. INFINEON shall have no responsibility for the disassembly and removal of Property from INFINEON's location, unless INFINEON informs CUSTOMER otherwise. INFINEON may disassemble the Property and charge CUSTOMER time and materials for such disassembly.

PRICES AND PAYMENT -- The purchase price for the Property will be as set forth in the Quotation. Such price does not include any applicable taxes, shipping or handling charges. All such taxes and charges are CUSTOMER's responsibility. Sales from US sites only: However, CUSTOMER may provide INFINEON with either an acceptable Direct Pay Sales Tax permit or a Resale Certificate which states a sales tax registration number.

FORCE MAJEURE -- INFINEON shall not be liable for any delay in its performance obligations due to (a) fires, floods, strikes, or other labor disputes, accidents to machinery, acts of sabotage, riots, precedence or priorities granted at the request or for the benefit, directly or indirectly, of the federal or any state government or any subdivision or agency thereof, delays in transportation facilities, restrictions imposed by federal or state legislation or rules or regulations thereunder; or (b) any cause beyond its reasonable control.

TITLE -- Title to Property sold hereunder shall vest in CUSTOMER as and when full and final payment is made. Risk of loss or damage to Property passes to CUSTOMER upon receipt by CUSTOMER or CUSTOMER's carrier at INFINEON's location or warehouse or when CUSTOMER or CUSTOMER's agent begins the disassembly and removal of the Property from the INFINEON location or warehouse, whichever occurs first.

PERMITS AND AUTHORIZATIONS REQUIRED BY LAW -- CUSTOMER represent that CUSTOMER possess all the necessary permits and authorizations required to disassemble, remove, transport, resell or otherwise properly dispose of the Property being acquired. CUSTOMER agree to comply with all applicable laws, regulations and ordinances, including but not limited to the regulations of ordinances, including but not limited to the regulations of the United States Department of Commerce relating to the Export of Technical Data, insofar as they relate to CUSTOMER's performance.

INDEMNIFICATION -- CUSTOMER agree to indemnify INFINEON against any and all claims for damages, including costs and attorney's fees, for personal injury (including death), and loss of or destruction or damage to real or tangible personal property arising from CUSTOMER's acts, omissions or misrepresentations, regardless of the form of action brought against INFINEON.

INFRINGEMENT OF PATENTS -- The purchase of Property does not convey by implication or otherwise any licenses under any patent, domestic or foreign. INFINEON makes no representation or warranty that the use of any material, equipment or technical information furnished hereunder will not infringe any patent, trademark, copyright, trade secret, or other proprietary interests of any third party, and it shall be CUSTOMER's sole responsibility to make such determination as is necessary with respect to other rights of third parties. INFINEON shall not be held to any liability with respect to any claim made by any third party on account of, or arising from, the use of such material, equipment, or technical information. CUSTOMER agree to indemnify and save harmless INFINEON from any and all costs, expenses, liabilities, and claims for infringement of any patents or similar instruments or any trademarks, copyrights, trade secrets, or other proprietary interests in any foreign country, including the U.S.A and Europe.

SOFTWARE -- This is a sale of hardware items only and does not include a sale or license of program code (software) in any form, regardless of whether such software has been packaged with, integrated into or otherwise included with the item(s). Any software included with the item may be the property of a third party. CUSTOMER agrees to destroy all such software or to obtain an appropriate license for its continued use.

LIMITATION OF INFINEON'S LIABILITY -- INFINEON's entire liability and CUSTOMER's exclusive remedy are set forth in this section. Under no circumstances shall INFINEON be liable to CUSTOMER for any indirect, special, incidental, consequential or exemplary damages (including without limitation lost revenue, lost profits). In addition, in no event will INFINEON be liable on any third party claim or for damages caused by CUSTOMER's failure to perform CUSTOMER's responsibilities. In no event, except for claims by CUSTOMER for bodily injury or damage to real property or tangible personal property for which INFINEON is legally liable, will INFINEON be liable to CUSTOMER for actual damages in excess of the amount paid by CUSTOMER for Property under this Agreement. These limitations apply, regardless of the form of action, whether in contract or in tort, including negligence.

GENERAL -- This Agreement and individual purchase contracts signed between the Parties hereunder shall be governed by and construed in accordance with the laws of the State of California without reference to its choice of law provisions. Any and all disputes arising under this Agreement shall be brought in the local courts in the County of Santa Clara, California. Neither party may assign this Agreement without the written consent of the other party.. The application of the United Convention on Contracts for the International Sale of Goods of April 11, 1980 shall be excluded.

Arbitration - Any disputes that may arise in connection with this agreement or its validity shall exclusively and finally be settled under the arbitration rules (hereinafter referred to as "Rules") of the American Arbitration Association, by three arbitrators appointed in accordance with the Rules. Seat of arbitration shall be San Jose, California. The procedural law of this place shall apply where the Rules are silent. The language to be used in the arbitration procedure shall be English. The substantive law governing this agreement shall be that of California.

All obligations and duties which by their nature survive the expiration or termination of this Agreement shall remain in effect beyond any expiration or termination.

No actions, regardless of form, arising out of this Agreement, may be brought by either party more than two years after the cause of action has arisen, or, in the case of nonpayment, more than two years from the date payment was due.

Neither party shall assign this Agreement or any rights hereunder without the prior written consent of the other party. The waiver by either party of any instance of the other party's noncompliance with any obligation or responsibility herein shall not be deemed a waiver of subsequent instances or of either party's remedies for such noncompliance.

CONFIDENTIAL INFORMATION -- The parties shall use all information which they receive in connection with this Agreement and which has been marked as confidential only for the purposes of this Agreement and they shall keep this information confidential to third parties (except that INFINEON may disclose to affiliates of INFINEON) with the same degree of care as they use with respect to their own confidential information. This obligation shall survive the expiration or termination of this Agreement for a period of 3 years. This obligation shall not apply to information, which is or becomes public knowledge or which is probably independently developed or lawfully received from a third party.

CHEMICAL -- Where necessary, INFINEON has diligently and with reasonable efforts flushed, drained, and cleaned Property containing chemicals. However, said Property may contain chemical residue despite such efforts. CUSTOMER acknowledges this fact and agrees to indemnify INFINEON against any and all claims or actions for damage or other relief that may arise due to the Property containing such chemical residue. CUSTOMER agrees to meet all applicable government safety standards and environmental regulations and laws for the removal, transportation, use and disposal of this Property. Material Safety Data Sheets will be made available to CUSTOMER upon CUSTOMER's request.

EXPORT -- It is sole and exclusive responsibility of CUSTOMER to understand, verify and comply with all export or re-export requirements relevant to Property purchased or received from INFINEON. CUSTOMER agrees and confirms that CUSTOMER shall not export or re-export, directly or indirectly, any Property purchased or received from Infineon, including without limitation any item incorporating such Property, to any country, destination or individual for which the U.S. Government or any agency thereof requires an export license or other approval for export or re-export, without first obtaining such license or approval.

SOLE AGREEMENT - THIS AGREEMENT embodies the understanding of the parties with respect to any bid for or sale of the Property and supersedes all previous communications, representations or understandings, either written or oral, between the parties. It is expressly understood that there has been made to CUSTOMER no other inducement to enter into a contract with INFINEON.