National Semiconductor Private Treaty

Inspection Details: By Appointment Only
Buyer's Premium: 18% / 16% (read Terms for details)
VAT / Tax: 6%
Payment Date: Refer to invoice
Collection Date: Refer to invoice

TERMS AND CONDITIONS OF SALE

1. ALL ITEMS ARE SOLD AS IS, WHERE IS AND WITH ALL FAULTS. NEITHER SELLER NOR GOINDUSTRY DOVEBID MAKES ANY WARRANTY, EXPRESS OR IMPLIED, AS TO THE NATURE, QUALITY, VALUE OR CONDITION OF ANY ASSET. GOINDUSTRY DOVEBID AND SELLER EXPRESSLY DISCLAIM ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. Assets are intended to be sold without software, if any is applicable. In the event that a Seller's software is included in an asset sale, notwithstanding the disclaimers set forth above, GoIndustry DoveBid makes no representations or warranties regarding the Buyer's right to use such software, as to the performance of the software, its non-infringement or otherwise. In such circumstances, GoIndustry DoveBid recommends that Buyer contact the software manufacturer directly to resolve any such issues.

2. GoIndustry DoveBid relies on information about assets provided by the seller. GoIndustry DoveBid undertakes no investigation of that information, and makes no representation or warranty concerning the truth or completeness of that information.

3. A buyer’s premium of 18% of the bid price will be added to the bid price for each lot, provided that buyers who pay in the form of cash, cashier's check, company check (with a letter of guarantee) or wire transfer within 72 hours from receipt of GoIndustry DoveBid’s invoice shall receive a discount from the buyer's premium equal to 2% of the bid price.

4. Collection of applicable taxes will be in accordance with the laws of the state where the assets are located.

5. Full payment of the balance of the purchase price is due prior to removal of any purchased assets. In the event that a purchaser fails to pay the entire purchase price (in addition to the buyer’s premium and any applicable tax) within the time specified by GoIndustry DoveBid or otherwise fails to comply with these Terms and Conditions, GoIndustry DoveBid and the seller will retain the deposit as liquidated damages without notice. GoIndustry DoveBid and the seller reserve the right to resell such items without notice, and the defaulting purchaser shall be liable to GoIndustry DoveBid and seller for any resulting deficiency, including costs incurred in storing and reselling such assets.

6. GoIndustry DoveBid and the seller assume no responsibility for, and make no representations or warranties concerning, descriptions of assets contained in marketing materials for the liquidation. It is the bidders’ obligation to verify such descriptions..

7. Neither GoIndustry DoveBid nor seller shall 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 sale of assets hereunder. Without limiting the foregoing, in no event shall GoIndustry DoveBid’s liability to any purchaser for any act or omission occurring in connection with the sale, including but not limited to GoIndustry DoveBid’s inability to deliver possession of purchased items for any reason, exceed the amount that such purchaser has actually paid to GoIndustry DoveBid as a deposit or as payment for a purchased item.

8. GoIndustry DoveBid will announce the removal, or "check-out" in the Notice to Purchasers. GoIndustry DoveBid shall have no responsibility to disconnect utilities to the sold asset, including electric, gas, waste and water lines. It is the buyer's sole responsibility to arrange and pay for the removal and shipment of purchased items. Also, it is the buyer's responsibility to provide, and/or ensure their agent(s) performing removals on their behalf provide, upon demand, evidence of valid insurance policies with reliable insurance companies, providing the types of coverage and in the amounts more particularly described in the Sample Required Insurance Certificate located in the Shipping Information section of GoIndustry DoveBid’s website and such other insurance as may be required by any governmental authority, including workers' compensation insurance. Removal shall be conducted responsibly and with due care for the seller's premises. GoIndustry DoveBid reserves the right on any sale to require that all buyers utilize the services of the movers/shippers/riggers to those listed on GoIndustry DoveBid’s website under “Directory of Shippers” and/or those listed on the sale website as “exclusive, approved” for a particular sale event. The buyer shall restore and repair all real and personal property that is altered or damaged as a result of the removal of purchased items. If the buyer does not remove an item within the announced check-out period, GoIndustry DoveBid and the seller may, in their sole discretion, deem the item to have been abandoned by the buyer and the buyer will have no further rights with respect to the item. Notwithstanding the foregoing, GoIndustry DoveBid and the seller reserve the right to charge the buyer for the costs of storage beyond the check-out period.

9. Purchaser acknowledges that Seller’s facility is a potentially dangerous place. Flammable, noxious, corrosive and pressurized substances may be present. Heavy equipment may be operated, and electrical circuits may be live. Every person enters the site at his or her own risk with notice of the condition of the premises and the activities that will be or have been conducted on the premises. Purchaser shall so advise their agents and employees. No person shall have any claim against GoIndustry DoveBid, the seller or their respective agents or employees for any injuries sustained or for damages to or loss of property that may occur at the site.

10. It is the purchaser’s sole responsibility to meet all governmental safety and environmental standards in removing, shipping and using purchased items. Certain of the items for sale may contain “hazardous substances,” as that term is defined under federal, state or local environment laws and regulations. GoIndustry DoveBid has no duty to remove any hazardous substances that are contained in or are a part of any item. Purchasers agree to defend (by counsel satisfactory to GoIndustry DoveBid) and indemnify GoIndustry DoveBid and hold GoIndustry DoveBid harmless from and against any claim, demand, cause of action, liability or expense (including attorneys’ fees and costs) asserted against or incurred by GoIndustry DoveBid in connection with the sale, removal, shipment or use of any purchased items.

11. Purchasers agree to comply with all US export control and related laws, and acknowledge that GoIndustry DoveBid is not the exporter of any purchased item. Certain items offered for sale may constitute “Restricted Technology.” Under federal law, such items may not be shipped outside of the United States. GoIndustry DoveBid makes no representation or warranty concerning, and has conducted no investigation to ascertain which items, if any, constitute Restricted Technology. Seller reserves the right to cancel any sale at any time in the event it determines, in its sole discretion, that the sale does or may violate applicable U.S. export control or similar laws.

12. These Terms and Conditions, and all questions with respect to the interpretation of these Terms and Conditions, shall be governed by and construed in accordance with the internal laws of the State of Maryland, without regard to conflict of laws provisions. All bidders expressly consent to personal and exclusive jurisdiction in the courts of the State of Maryland located in Baltimore.

GoIndustry DoveBid
September 2009