Seagate Technology (Ireland) - 150mm Semiconductor Fabrication Tools

These terms and conditions form a legally binding contract between you the purchaser (“Purchaser”) of any Seagate equipment or material purchased  (the “Assets”) and Seagate Technology Ireland (“Seller”). These terms in conditions are in addition to any contract that may be formed between Purchaser and the auctioneer, GoIndustry USA Inc., Dovebid Inc. and/or their respective affiliates and subsidiaries (collectively, “GoIndustry” “Dovebid”). 

1.                   TITLE:  Title to the Assets shall pass to Purchaser upon receipt of payment in full by DoveBid. 

2.                   INCOTERMS: All shipments are EXW (INCOTERMS 2000) at location of the Assets. Seller’s liability for delivery shall cease and all risk of loss or damage shall pass to Purchaser upon Seller making the Assets available to Purchaser at location of the Assets on the delivery date, regardless of any provision for payment of freight or insurance or the form of shipping documents.  Assets held by Seller for Purchaser shall be at Purchaser’s risk and expense. Purchaser is responsible for packaging, crating, and loading the Assets for shipment, transportation of the Assets and/or for clearing the Assets for export.  Purchaser shall pay all costs including, but not limited to, packaging, crating, loading, transportation, export, customs and insurance costs. Purchaser agrees to provide Seller with written notification of proposed carrier arrangements to be used for shipping. Purchaser acknowledges and agrees that Seller’s delivery date is an estimate and that the actual delivery date may be later depending upon the completion of de-installation or other contingencies.  Shipment may originate from Seller or its authorized subcontractor or distributor.  In no event shall Seller be liable to Purchaser for any costs, expenses, or damages related to such delivery.

3.                   Storage Charges: Any Assets which, where Purchaser has made payment to Seller, remains at Seller’s facility ten (10)  days after the actual delivery date shall be subject to a storage fee to be paid by Purchaser, in the amount of $5.00 per square foot per day until removed from Seller’s premises.  Assets remaining on Seller’s premises for more than 30 days after the delivery date may be disposed of by the Seller, without recourse by Purchaser.

4.                   APPLICABLE TAXES: As part of the sale, Purchaser shall remit to DoveBid any and all sales and use taxes, stamp taxes, value added taxes, property taxes, customs and import taxes, as well as any other taxes or duties imposed by any taxing authority on or with respect to this Agreement, the costs of such taxes or duties shall be borne by Purchaser. 

5.                   ACKNOWLEDGEMENT AND WARRANTY. Purchaser agrees to use Assets, including parts thereof, in a manner or for the purpose originally intended or prescribed and in such a manner in which the Assets are commonly used, or to resell the Assets for such use.  It is agreed that the Assets are not sold to the Purchaser for purposes of disposal, abandonment, burning, incineration, recycling or for accumulation or treatment for such disposal, abandonment, burning, incineration, or recycling. 

                SELLER MAKES NO WARRANTY OF ANY KIND REGARDING THE ASSETS.  THE ASSETS ARE USED AND ARE SOLD ON AN “AS-IS” “WHERE-IS” BASIS AND SELLER WILL NOT PROVIDE ANY DOCUMENTATION, SUPPORT, ASSISTANCE, TRAINING, OR OTHER SERVICES. SELLER SPECIFICALLY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WHETHER OR NOT SELLER HAD REASON TO KNOW OF ANY SUCH PURPOSE, AND ANY WARRANTY AGAINST INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHT OF A THIRD PARTY. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SELLER OR AN AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY. 

                PURCHASER ACCEPTS THE RISKS OF USE AND SUCH RISKS FALL SOLELY ON PURCHASER. NOTWITHSTANDING ANYTHING ELSE TO THE CONTRARY CONTAINED HEREIN, SELLER DOES HEREBY REPRESENT, WARRANT AND COVENANT THAT SELLER OWNS THE ASSETS, IS AUTHORIZED TO SELL THE ASSETS AND THAT UPON PAYMENT THEREFOR, SELLER SHALL TRANSFER TO PURCHASER GOOD TITLE TO THE ASSETS FREE AND CLEAR OF ALL LIENS, CHARGES AND ENCUMBRANCES, EXCEPT THAT SELLER MAKES NO REPRESENTATION OR WARRANTY WITH RESPECT TO ANY INTELLECTUAL PROPERTY CLAIM OR RIGHT OF ANY THIRD PARTY.

6.                   HAZARDOUS MATERIALS DISCLOSURE: THIS SECTION APPLIES ONLY IF THE USE OF THE ASSETS BY SELLER HAS INVOLVED A HAZARDOUS MATERIAL. DOVEBID SHALL DESIGNATE WHETHER OR NOT HAZARDOUS MATERIALS ARE INVOLVED, AND IDENTIFY SUCH HAZARDOUS MATERIALS VIA THE SALES PROCESS.

                THE ASSETS HAVE BEEN CLEANED, BUT SOME RESIDUAL AMOUNTS MAY REMAIN OR MAY HAVE LEACHED INTO THE ASSETS STRUCTURE. PROPER PROTECTIVE GEAR AND CLOTHING, AND PROPER SAFETY METHODS SHOULD BE USED AT ALL TIMES WHEN HANDLING AND/OR USING THESE ASSETS. MATERIAL SAFETY DATA SHEETS FOR THE HAZARDOUS MATERIALS IDENTIFIED FOR EACH ASSET WILL BE SENT TO PURCHASER VIA ELECTRONIC MAIL BY DOVEBID.

                PURCHASER AGREES THAT IN THE EVENT ASSETS ARE BEING PURCHASED FOR RESALE OR ASSETS ARE RESOLD PRIOR TO BEING USED BY PURCHASER, PURCHASER WILL ATTACH DISCLOSURE INFORMATION, SHOWN ABOVE, TO THE ASSETS AND TO THE DOCUMENTATION COVERING THE SALE OF DESCRIBED ASSETS. PURCHASER AGREES THAT IN THE EVENT ASSETS ARE BEING PURCHASED FOR RESALE OR ASSETS ARE RESOLD PRIOR TO BEING USED BY PURCHASER, PURCHASER WILL REQUIRE THAT THE ABOVE DISCLOSURE INFORMATION BE CONTINUOUSLY PASSED ON TO SUBSEQUENT BUYERS UNTIL THE ASSETS HAVE REACHED THE NEXT BUYER FOR POINT OF END USE.

7.                   SOFTWARE LICENSING. This is a sale of hardware 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 Assets.  Any software included with the Assets may be the property of a third party.  Purchaser agrees to destroy all such software or to obtain an appropriate license for its continued use.

8.                   REGULATORY COMPLIANCE:  Seller makes no representation or warranty of any kind for the Assets regarding the applicability or compliance with: (1) the European Union’s (EU) RoHS Directive, 2002/95/EC, WEEE Directive, 2002/96/EC, and EU member state implementing legislation (hereinafter “RoHS/WEEE”), and (2) or any other product material content or end-of-life legislation in any jurisdiction.  Purchaser represents and warrants that it understands the requirements of RoHS/WEEE and similar product material content and end-of-life legislation in other jurisdictions that may be applicable to its purchase, sale, and/or the distribution or use of the Assets and that it accepts full responsibility for the proper importation, sale, distribution and/or use of the Assets in accordance with any applicable regulatory requirements.

9.                   LIMITATION OF LIABILITY: IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY LOSS OF PROFITS, LOSS OF DATA, LOSS OF USE, LOSS OR DAMAGE TO TANGIBLE PROPERTY, OR INTERRUPTION OF BUSINESS, OR SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR INDIRECT DAMAGES OF ANY KIND IRRESPECTIVE OF WHETHER ANY PARTY HAS ADVANCE NOTICE OF THE POSSIBILITY OF SUCH DAMAGES.  IN NO EVENT WILL EITHER PARTY’S TOTAL CUMULATIVE LIABILITY TO THE OTHER PARTY UNDER ANY CLAIM HEREUNDER, WHETHER IN CONTRACT OR IN TORT, EXCEED THE PURCHASE PRICE FOR THE ASSETS. SELLER NEITHER ASSUMES NOR AUTHORIZES ANY PERSON TO ASSUME FOR SELLER ANY LIABILITY IN CONNECTION WITH THE SALE OF ASSETS.  IT IS AGREED NEITHER SELLER NOR ANY OF ITS REPRESENTATIVES HAVE MADE ANY REPRESENTATIONS OF ANY NATURE ON WHICH PURCHASER HAS RELIED REGARDING THE SALE OF ASSETS.

10.                INDEMNIFICATION: Upon transfer of title to the Assets from Seller to Purchaser, Seller shall be relieved from any further obligation including but not limited to the handling, labeling, transportation, storage, use, disposal, or other activity relating to the Assets.  Purchaser agrees to defend, indemnify, and hold Seller harmless from and against any and all claims, liabilities, demands, suits, judgments, damages, fines, penalties, and any associated cost and expenses, including but not limited to consequential damages and attorney’s fees which may be asserted against or incurred by Seller as a result of Purchaser’s  handling, labeling, transportation, storage, use, disposal, or other activity relating to the Assets, including but not limited to removal of Assets herein at Seller’s or DoveBid’s location, and resale thereof.