Singapore Terms

Below are the Terms and Conditions specific to Micron's surplus equipment located at our Singapore location.

1. Payment

Buyer shall make payment in full, prior to collection of the Equipment. Payment shall be made by either a cashier's order or wire transfer. Buyer shall pay all applicable duties and taxes. Buyer shall pay all sales commissions, unless otherwise agreed to in writing by Micron. Buyer will send a cashier's order to: Micron Semiconductor Asia Pte. Ltd., Attn: Weng Loong (Jacky) Hoi, 990 Bendemeer Road, Singapore 339942.

2. Delivery

If the Equipment is to be shipped to a facility within Singapore the equipment shall be sold FOB Singapore (Incoterms 1990). If the Equipment is to ship outside Singapore the equipment shall be sold EXW Singapore (Incoterms 1990). Buyer shall pay all packaging, transportation and insurance costs.

3. As a condition of this Agreement, Buyer undertakes:

a. To assist seller and its related corporations in obtaining any required licenses and permits under all statutes, rules and regulations of the government of the United States of America and agencies thereof by supplying such documentation or information as any be requested by seller];

b. To comply with such statutes, rules and regulations of the government of United States of America and agencies thereof;

c. To maintain the necessary records to comply with such statutes, rules and regulations;

d. Not to re-export any Equipment except in compliance with such statutes, rules and regulations;

e. To obtain all governmental approvals and licenses necessary to import the Equipment into [the COUNTRY OF IMPORT if shipped outside of Singapore];

f. Not to sell, transfer or otherwise dispose of the [Equipment/Goods] in violation of the export laws or other statutes, rules and regulations of the United States of America; and

g. To indemnify and hold harmless seller and its related corporations from any and all fines, damages, losses, costs and expense's {including legal costs on a full indemnity basis} incurred by [MSA/manufacturer] as a result of any breach of any of the provisions of this Section 3 by Buyer or any of Buyer's customers.

4. 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.

5. 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.

6. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of Singapore. The parties agree that Singapore courts have jurisdiction over them and this Agreement, that Singapore 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 Singapore. The parties hereby acknowledge and agree that the provisions of the Sale of Goods (United Nations Conventions) Act, Chapter 283A are expressly excluded and shall not apply to the terms and conditions of this Agreement.

7. 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 one (1) day of the date first set forth above. Buyer shall pay for and take delivery of the Equipment within ten (10) days of the date first set forth above.

8. Sales Tax

Any sales use and excise tax, goods and services tax shall be the responsibility of Buyer and may be collected by Seller, if required by law.

9. 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. 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.