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THIS AGREEMENT is made and shall be
considered effective as of the __ day ______ of 2008, Between Justin
BD&L, Inc. (hereinafter referred to as "JUSTIN BD&L"),
and ____________ (hereinafter referred to as "Customer").
All sales shall be subject to the terms of the Surplus Equipment
Agreement.
Customer - Customer wishes to purchase from JUSTIN BD&L the
surplus/used equipement identified hereinbelow.
Products - Any reference to "Products" herein shall be
construed to mean the goods and services identified in Sales.
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Inspection
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Customer is invited and
urged to inspect the products to be bid and sold prior to submitting
Customer's bid. All products will be available for inspection arranged
by JUSTIN BD&L. Contact JUSTIN BD&L for scheduling. In no
event will failure to inspect products later constitute grounds
for withdrawal of a bid or for any claim against JUSTIN BD&L.
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Acceptance
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The terms and conditions
contained herein are the complete and exclusive statement of the
terms of any sale. Customer's signature below confirms Customer'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 JUSTIN BD&L. Any terms and conditions submitted
on documents supplied by Customer shall deemed to be non-conforming
and may be used at JUSTIN BD&L's option to disqualify Customer's
bid. If JUSTIN BD&L accepts a bid, then only those terms which
conform and are consistent with this document will be deemed accepted.
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WARRANTIES
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ALL PRODUCTS IS SOLD ON
AN "AS IS - WHERE IS" BASIS WITH ALL FAULTS, LATENT AND
PATENT JUSTIN BD&L MAKES NO WARRANTIES, EXPRESS OR IMPLIED,
AS TO THE NATURE, QUALITY OR CONDITION OF THE PRODUCTS, INCLUDING,
BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, OR OTHERWISE,UNLESS
JUSTIN BD&L INFORMS CUSTOMER OTHERWISE IN WRITING. JUSTIN BD&L
shall have no responsibility for shipping, installation, warranty,
maintenance, engineering changes or technical support of the products
purchased hereunder, unless JUSTIN BD&L informs Customer otherwise
in writing.
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Consideration of bids
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JUSTIN BD&L
reserves the right to reject any and all bids at any time for any
reason or no reason. JUSTIN BD&L may withdraw any or all items
offered for bid up until the time a notification bid is made.
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Notification of bid
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Should JUSTIN
BD&L accept Customer's offer, JUSTIN BD&L will notify Customer
in writing within three (3) calendar days after the Bid Closing
Date by issuing a Notification Letter/Fax/e-mail. A binding contract
shall not exist between Customer and JUSTIN BD&L unless and
until Customer receives the Notification Letter/Fax/e-mail and a
fully executed copy of this agreement, and JUSTIN BD&L has received
satisfactory payment from Customer within the time period identified
below.
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Prices and payment
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The purchase price
for the products 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 Customer's responsibility. Payment must be in the form of wire
transfer only. Customer 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 Customer's bid, at JUSTIN BD&L's option.
In no event will shipment occur prior to payment. The terms and
conditions of any sale are as stated in this agreement.
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Force majeure
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JUSTIN BD&L 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.
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Title
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Title to products sold hereunder
shall vest in Customer as and when full and satisfactory payment
is made and upon JUSTIN BD&L's counter-signing this agreement.
Risk of loss or damage to products passes to Customer upon receipt
by Customer or Customer's carrier at loading location or when Customer
or Customer's agent begins the disassembly and removal of the products
from the loading location, whichever occurs first.
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Permits and authorizations required by law
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Customer represents that Customer possesses all the necessary
permits and authorizations required to disassemble, remove, transport,
resell or otherwise properly dispose of the products being acquired.
Customer agrees to comply with all applicable laws of Republic of
Korea regulations and ordinances.
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Indemnification
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Customer agrees to
indemnify JUSTIN BD&L 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
products arising from Customer's acts, omissions or misrepresentations,
regardless of the form of action brough t against JUSTIN BD&L.
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Infringement of patents
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The purchase
of products does not convey by implication or otherwise any licenses
under any patent, domestic or foreign. JUSTIN BD&L 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 Customer's sole responsibility
to make such determination as is necessary with respect to other
rights of third parties. JUSTIN BD&L 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. Customer agrees to indemnify and save harmless JUSTIN
BD&L 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.
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Software
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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 so ftware included with the item may be the products
of a third party. Customer agrees to destroy all such software or
to obtain an appropriate license for its continued use.
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Limitation of JUSTIN BD&L's liability
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JUSTIN BD&L's entire liability and Customer's exclusive remedy
are set forth in this section. Under no circumstances shall JUSTIN
BD&L be liable to Customer for any lost revenue, lost profits
or other possibility of such damages. In addition, in no event will
JUSTIN BD&L be liable on any third party claim or for damages
caused by Customer's failure to perform Customer's responsibilities.
In no event will JUSTIN BD&L be liable to Customer for actual
damages in excess of the amount paid by Customer for products under
this agreement. These limitations apply, regardless of the form
of action, whether in contract or in tort, including negligence.
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Waiver
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Any failure of JUSTIN BD&L
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 JUSTIN BD&L's right to enforce each and every provision.
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General
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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.
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Safety and Environment
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To the extent
that any goods sold to Customer hereunder contain any hazardous
or toxic containment, Customer 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, Customer'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.
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Export
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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, Customer
will abide by all Korea Export/Re-export Administration regulations,
including export license whenever applicable. Customer acknowledges
awareness of such regulations and agree to become familiar with
them prior to exporting any products from Korea.
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Gifts
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Customer shall not make or
offer a gratuity or gift of any kind to JUSTIN BD&L employees
or their families that could be viewed as relating to an actual
or potential business relationship with JUSTIN BD&L. Gifts include
entertainment, personal services, favors, discounts, and other preferential
treatment of any kind. JUSTIN BD&L will interpret such action
as an imprope r attempt to influence JUSTIN BD&L employees,
which will jeopardize JUSTIN BD&L's business relationship with
Customer.
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Sole agreement
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This request for bid
with all attachments embodies the unders tanding of the parties
with respect to any bid for or sale of the products 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 Customer no other inducement to enter
into a contract with JUSTIN BD&L.
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Customer shall purchase from JUSTIN BD&L the surplus/used equipment
identified below.
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Description
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Model Serial No.
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Quantity
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Manufacturer
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Unit
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Price
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Amount
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THIS AGREEMENT has been signed by the
duly-authorized representative of the parties (or their designees)
in two identical copies of which each party has taken one.
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CUSTOMER (COMPANY NAME )
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| ADDRESS : |
_____________________________________________________ |
| AUTHORIZED SIGNATURE : |
_____________________________________________________ |
| PRINTED NAME : |
_____________________________________________________ |
| TITLE : |
_____________________________________________________ |
| DATE : |
_____________________________________________________ |
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JUSTIN BD&L, INC.
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| ADDRESS : |
_____________________________________________________ |
| AUTHORIZED SIGNATURE : |
_____________________________________________________ |
| PRINTED NAME : |
_____________________________________________________ |
| TITLE : |
_____________________________________________________ |
| DATE : |
_____________________________________________________ |
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justinbdnl.com