This agreement is made and shall be considered effective as of the _____ day __________of 2000,
Between SAMSUNG Electronics, Co.,Ltd., Kiheung/Onyang/Buchun/Chunan Plant, Republic of Korea (hereinafter referred to as "SAMSUNG"), and _____________________whose address is
_________________________________________(hereinafter referred to as "Buyer").
All bids and/or sales shall be subject to the terms of the Surplus Equipment Agreement .

Buyer

Buyer wishes to purchase from SAMSUNG the surplus/used equipement identified here in below.

Property

Any reference to "Property" herein shall be construed to mean the surplus/used equipment identified in Bids and/or Sales.

Inspection

Buyer is invited and urged to inspect the property to be bid and sold prior to submitting Buyer's bid. All property will be available for inspection at SAMSUNG (specify location). Contact SAMSUNG for scheduling. In no event will failure to inspect property later constitute grounds for withdrawal of a bid or for any claim against SAMSUNG.

Acceptance

The terms and conditions contained herein are the complete and exclusive statement of the terms of any bid and/or sale. Buyer's signature below confirms Buyer's 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 SAMSUNG. Any terms and conditions submitted on documents supplied by Buyer shall deemed to be non-conforming and may be used at SAMSUNG's option to disqualify Buyer's bid. If SAMSUNG accepts a bid, then only those terms which conform and are consistent with this document will be deemed accepted.

Warranties

All propery is sold on an "As is - Where is" basis with all faults, latent and patent SAMSUNG makes no warranties, express or implied, as to the nature, quality or conditions of the property, including, but not limited to, any implied warranties of merchantablility and fitness for a particular purpose or non-infringement, or otherwise.
SAMSUNG shall have no responsibility for shipping, installation, warranty, maintenance, engineering changes or technical support of the property purchased here under. SAMSUNG shall have no responsibility for the disassembly and removal of property from SAMSUNG's location, unless SAMSUNG informs Buyer otherwise in writing.

Consideration of bids

SAMSUNG reserves the right to reject any and all bids at any time for any reason or no reason. SAMSUNG may withdraw any or all items offered for bid up until the time a notification bid is made.

Notification of bid

Should SAMSUNG accept Buyer's offer, SAMSUNG will notify Buyer in writing within twenty (20) calendar days after the bid closing date by issuing a notification letter/fax/e-mail. A binding contract shall not exist between Buyer and SAMSUNG unless and until Buyer receives the notification letter/fax/e-mail and a fully executed copy of this agreement, and SAMSUNG has received satisfactory payment from Buyer within the time period identified below.

Prices and payment

The purchase price for the property will be as set forth in the notification letter/fax/e-mail and this agreement. Such price does not include any applicable taxes, shipping or handling charges. All such taxes and charges incurred are Buyer's responsibility. Payment must be in the form of wire transfer only. Buyer shall make satisfactory payment within such three (3) business days after the date of the notification letter/fax/e-mail. Failure to make satisfactory payment within said time period may result in rejection of Buyer's bid, at SAMSUNG's option. In no event will shipment occur prior to payment. The terms and conditions of any sale are as stated in this agreement.

Force majeure

SAMSUNG 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 government of Republic of Korea 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 Buyer as and when full and satisfactory payment is made and upon SAMSUNG's counter-signing this agreement. Risk of loss or damage to property passes to Buyer upon receipt by Buyer or Buyer's carrier at SAMSUNG's location or warehouse or when Buyer or Buyer's agent begins the disassembly and removal of the property from the SAMSUNG location or warehouse, whichever occurs first.

Permits and authorizations required by law

Buyer represents that Buyer possesses all the necessary permits and authorizations required to disassemble, remove, transport, resell or otherwise properly dispose of the property being acquired. Buyer agrees to comply with all applicable laws of Republic of Korea regulations and ordinances,

Indemnification

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

Infringement of patents

The purchase of property does not convey by implication or otherwise any licenses under any patent, domestic or foreign. SAMSUNG 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 Buyer's sole responsibility to make such determination as is necessary with respect to other rights of third parties. SAMSUNG 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. Buyer agrees to indemnify and save harmless SAMSUNG 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 or in the Republic of Korea

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. Buyer agrees to destroy all such software or to obtain an appropriate license for its continued use.

Limitation of SAMSUNG's liability

SAMSUNG's entire liability and Buyer's exclusive remedy are set forth in this section. Under no circumstances shall SAMSUNG be liable to Buyer for any lost revenue, lost profits or other possibility of such damages. In addition, in no event will SAMSUNG be liable on any third party claim or for damages caused by Buyer's failure to perform Buyer's responsibilities. In no event will SAMSUNG be liable to Buyer for actual damages in excess of the amount paid by Buyer for property under this agreement. These limitations apply, regardless of the form of action, whether in contract or in tort, including negligence.

Waiver

Any failure of SAMSUNG to enforce at any time, or for any period of time, any of the provisions of this agreement shall not constitute a waiver of such provision nor of SAMSUNG's right to enforce each and every provision.

General

If any section or subsection of this contract is found by competent judicial authority to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of any such section or subsection in every other respect and the remainder of this contract shall continue in effect so long as the redacted contract still expresses the intent of the parties. If the intent of the parties cannot be preserved, this contract shall be either renegotiated or terminated.

Safety and Environment

To the extent that any goods sold to Buyer hereunder contain any hazardous or toxic containment, Buyer will take all steps necessary to properly and adequately warn, educate, train, and supervise its employees, agents, and any other thirdparties who come into contact with the goods (including, but not limited to, Buyer's successors and assigns), regarding the possible presence of hazardous or toxic residue in and on the goods, and the need to take special handling or cautions prior to transporting, using, disposing, or otherwise handling the equipment.

Export

Some material(s) included in this sale may be a controlled commodity and require a validated export license issued by Korea customs service prior to the export of such commodities from Korea.
As a condition of sale, Buyer will abide by all Korea export/re-export administration regulations, including export license whenever applicable. Buyer acknowledges awareness of such regulations and agree to become familiar with them prior to exporting any property from Korea

Gifts

Buyer shall not make or offer a gratuity or gift of any kind to SAMSUNG employees or their families that could be viewed as relating to an actual or potential business relationship with SAMSUNG. Gifts include entertainment, personal services, favors, discounts, and other preferential treatment of any kind. SAMSUNG will interpret such action as an improper attempt to influence SAMSUNG employees, which will jeopardize SAMSUNG's business relationship with Buyer.

Sole agreement

This request for bid with all attachments embodies the unders tanding of the parties with respect to any bid for or sale of the property and supersede all previous communications, representations or understandings, either written or oral, between the parties. It is expressly understood that there has been made to Buyer no other inducement to enter into a contract with SAMSUNG.