Japan Surplus Equipment
Terms and Conditions
Below are the Terms and Conditions specific to Micron's surplus equipment located in Japan.
TERMS AND CONDITIONS
1. Payment
Buyer shall make payment in full, prior to delivery of the Equipment. Payment shall be made by wire transfer. Buyer shall pay all applicable duties, customs, freight forwarding and taxes. Buyer shall pay all sales commissions, unless otherwise agreed to in writing by Micron.
2. Delivery
The Equipment shall be sold Ex Works Micron Dock, Nishiwaki, Japan (Incoterms 1990). Buyer shall pay all packaging, transportation and insurance costs. Buyer shall also be responsible for loading of the Equipment and obtaining all permits and approvals, if applicable, for exporting the Equipment from Japan.
3. NO WARRANTY
THE EQUIPMENT IS USED AND IS SOLD "AS IS", WITHOUT ANY WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, OR AGAINST INTELLECTUAL PROPERTY INFRINGEMENT. BUYER AGREES THAT IT ENTERS INTO THIS AGREEMENT WITHOUT RELYING ON ANY REPRESENTATION, WARRANTY OR OTHER PROVISION EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT. ACCORDINGLY, ALL CONDITIONS, WARRANTIES OR OTHER TERMS IMPLIED BY STATUTE OR COMMON LAW ARE EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW.
4. Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL SELLER BE LIABLE FOR ANY DAMAGES HEREUNDER OR IN CONNECTION HEREWITH, INCLUDING, BUT NOT LIMITED TO, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES RESULTING FROM SELLER'S PERFORMANCE OR FAILURE TO PERFORM HEREUNDER, WHETHER DUE TO BREACH OF CONTRACT, NEGLIGENCE, OR OTHERWISE.
5. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of Japan. The parties agree that Japan courts have jurisdiction over them and this Agreement, that Japan is an appropriate venue for any litigation arising hereunder, and that all litigation related to this Agreement shall, to the extent possible, be conducted in Tokyo, Japan. The parties hereby acknowledge and agree that the provisions of the United Nations Conventions for the Sale of Goods are expressly excluded and shall not apply to the terms and conditions of this Agreement.
6. Acceptance and Performance
Time is of the essence in the execution and performance of this Agreement. Buyer shall have this Agreement executed by a duly-authorized representative of Buyer and return it to Seller within ten (10) days of the date first set forth above. Buyer shall pay for the equipment pursuant to Section1 above, and shall take delivery of the Equipment within fifteen (15) days of the date first set forth above.
7. Taxes
Any tax is the responsibility of Buyer and may be collected by Seller, if required by law, unless a Resale Certificate or Production Exemption Certificate is submitted to Seller. If Buyer intends to rely on any such certificate, Buyer shall provide it to Seller with the signed copy of this Agreement.
8. General Provisions
No remedy set forth herein shall be deemed exclusive but shall, wherever possible, be cumulative with all other remedies at law or in equity. The prevailing party or parties to any litigation or other proceedings arising out of this Agreement shall be entitled to recover its reasonable costs and attorneys’ fees from the other party or parties in full, over an above any relevant provisions contained in any judgment. If it is determined by a court of competent jurisdiction as part of a final nonappealable ruling, government action or binding arbitration that any provision of this Agreement (or part thereof) is invalid, illegal, or otherwise unenforceable, such provision shall be enforced as nearly as possible in accordance with the state intention of the parties, while the remainder of this Agreement shall remain in full force and effect and bind the parties according to its terms. All section headings herein are for convenience only and are in no way to be construed as part of this Agreement or as a limitation or expansion of the scope of the particular sections to which they refer. No modification of, or amendment to, this Agreement (including any implied waiver) shall be effective unless in writing signed by all parties hereto. This Agreement sets forth the entire agreement and understanding of the parties with respect to the subject matter hereof and merges all prior or contemporaneous agreements and understandings (whether written, verbal or implied) of the parties with respect thereto. If you are interested in any of the equipment listed, and wish to submit an offer, or require additional information, please contact Yutaka Baba at 81-795-23-6614 ext. 4152. He is available to answer questions you may have or to discuss specific configurations, terms and conditions or other aspects concerning items listed.