Terms and Conditions
Boeing Surplus Sales Online Auction Site - Terms of Use
Welcome to The Boeing Company's Surplus Sales Online Auction website (the "Site")!
These terms of use ("Site Terms") apply exclusively to your access to, and use of,
the Site so please read them carefully. They do not alter in any way the terms or
conditions of any other agreement you may have with The Boeing Company ("Boeing")
or its subsidiaries or affiliates for other products or services.
Boeing reserves the right to change or modify any of the terms and conditions contained
in the Site Terms or any policy or guideline of the Site, at any time and in its
sole discretion. Any changes or modification will be effective upon posting of the
revisions and notice of such changes to the Site. Your continued use of this Site
following the posting of its changes or modifications will constitute your acceptance
of such changes or modifications. Therefore, you should frequently review the Site
Terms and applicable policies and guidelines from time-to-time to understand the
terms and conditions that apply to your use of the Site.
BY ACCESSING, BROWSING, AND USING THIS SITE, YOU AGREE TO BE BOUND BY THE TERMS
AND CONDITIONS DESCRIBED BELOW, ALL POLICIES AND GUIDELINES INCORPORATED BY REFERENCE,
AND ANY SUBSEQUENT CHANGES TO THE FOREGOING. IF YOU DO NOT AGREE TO THESE SITE TERMS
OR ANY SUBSEQUENT MODIFICATION, DO NOT ACCESS, BROWSE OR OTHERWISE USE THIS SITE.
BEFORE YOU MAY SUBMIT A BID TO THIS SITE FOR ANY PROPERTY LISTED FOR AUCTION
ON THE SITE, YOU FIRST MUST READ ALL OF THESE SITE TERMS AND THE ACCOMPANYING "TERMS OF SALE" POSTED ON THE SITE, AND CLICK BELOW TO "ACCEPT"
AND AGREE TO BE BOUND BY THE SITE TERMS, THE TERMS OF SALE, AND ALL POLICIES OR
GUIDELINES INCORPORATED BY REFERENCE.
Email questions or comments about the Site or its contents to
technical support.
Privacy Policy. Boeing believes strongly in protecting individual user privacy
and providing you notice of Boeing's collection and use data, including personally
identifying information, collected from the Site. Therefore, Boeing has adopted
a Privacy Policy
that you should review in order to fully understand how Boeing collects and uses
information. You also should review the Terms of Sale, and any applicable Site policies
and guidelines, for further details on Boeing's use of personal information in connection
with the auctions conducted on this Site.
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Terms of Sale All sales of property auctioned on the Site are governed by
the Boeing Surplus Sales Online Auction Site - Terms of Sale ("TERMS
OF SALE"). The Terms of Sale are posted on the Site and may be set forth
in a separate agreement with you. By registering on the Site, you agree to be bound
by the Terms of Sale (as well as these Site Terms and all policies or guidelines
incorporated by reference); therefore, you should review the Terms of Sale carefully.
The Terms of Sale are subject to change without notice, and should be reviewed prior
to each auction in which you desire to bid.
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Boeing grants you a limited license to make personal use only of the Site. Such
grant does not include, without limitation: (a) any resale or commercial use of
the Site or content therein; (b) the collection and use of any product listings
or descriptions; (c) making derivative uses of the Site and its contents; or (d)
use of any data mining, robots, or similar data gathering and extraction methods.
Except as noted above, you are not conveyed any right or license by implication,
estoppel, or otherwise in or under any patent, trademark, copyright, or proprietary
right of Boeing or any third party.
You may not use, frame or utilize framing techniques to enclose any Boeing trademark,
logo or other proprietary information (including the images found at this Site,
the content of any text or the layout/design of any page or form contained on a
page) without Boeing's express written consent. Further, you may not use any meta
tags or any other "hidden text" utilizing a Boeing name, trademark, or product name
without Boeing's express written consent.
Any unauthorized use of this Site will terminate the permission or license granted
by these Site Terms and may violate applicable law including copyright laws, trademark
laws (including trade dress), and communications regulations and statutes. All violators
will be prosecuted to the fullest extent of the law.
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You can access and browse the Site at any time, without registering. However, to
participate in an auction conducted on the Site, you first must register by completing
the online user registration form and submitting it to Boeing by clicking on the
"ACCEPT" box on the online registration page of the Site. When
you register, you are certifying your agreement to be bound by these Site Terms,
the Terms of Sale, and all policies or guidelines incorporated by reference, including
any subsequent modifications; further, you agree that: (a) all information you submit
for registration shall be accurate and complete at the time of its submission; and
(b) you will promptly update such information as necessary to ensure that it remains
accurate and complete. If you are registering on behalf of a business entity, you
represent, warrant and covenant that you have the requisite authority to bind that
entity to the Site Terms and the Terms of Sale. (Boeing shall have the right to
ask you for written authority from the business entity before registering any business
entity.) No one under the age of 18 or who is otherwise unable to enter into legally-binding
contracts is eligible to register. Boeing may, in its sole discretion and for any
reason, refuse to accept your registration or at any later date suspend or revoke
your registration.
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When you register on the Site, you will be prompted to select a password, which
you will use with the email address you provide upon registration to login to the
Site and be able to place bids on property listed for auction on the Site. You are
solely responsible for maintaining the confidentiality of your password. Do not
share your password with others, or permit others to use it. You will be obliged
to complete any transaction involving property on which a winning bid was submitted
using your email address and password, regardless whether you authorized the bid
or transaction. You shall notify Boeing immediately in writing if you discover any
unauthorized use of your email address and password. Boeing reserves the right to
withdraw your password at any time and for any reason, in Boeing's sole discretion.
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You agree to comply with any policies or guidelines that may be posted on the Site
which apply to its use. Subject to and without waiver or limitation of any other
provision contained in these Site Terms or the Terms of Sale, you shall not, in
accessing, browsing or otherwise using the Site: (a) violate or fail to comply with
any applicable local, state, national or international law, statute, ordinance,
rule or regulation; (b) interfere with or disrupt any computer networks connected
to the Site; (c) impersonate any other person or entity, or make any misrepresentation
as to your employment by or affiliation with any other person or entity; (d) forge
headers or in any manner manipulate identifiers in order to disguise the origin
of any information you may submit or transmit to the Site, through the registration
process or otherwise; (e) interfere with or disrupt the use of the Site, or the
participation in any auction conducted on the Site, by any other user, nor "stalk",
threaten, or in any manner harass another user; (f) upload, post, transmit, publish,
or distribute any material or information which contains a computer virus, or other
code, files or programs intending in any manner to disrupt or interfere with the
functioning of the Site, or that of other computer systems; (g) use the Site in
such a manner as to gain unauthorized entry or access to the computer systems of
others; (h) harvest or otherwise collect information about any other user of the
Site, including but not limited to email addresses, without the express prior consent
of such user; (i) upload, post, transmit, publish or distribute any material or
information which constitutes or encourages conduct that would constitute a criminal
offense, give rise to other liability, or otherwise violate applicable law; (j)
upload, post, transmit, publish, or distribute any material or information that
is unlawful, or which may potentially be perceived as being harmful, threatening,
abusive, harassing, defamatory, libelous, vulgar, obscene, or racially, ethnically,
or otherwise objectionable; or (k) reproduce, copy, modify, sell, distribute or
otherwise exploit for any commercial purposes the Site or any component thereof
(including but not limited to, any materials or information accessible through the
Site).
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You agree to comply with any policies or guidelines posted on the Site which apply
to bidding for property auctioned on the Site. In placing a bid on any such property,
you agree that: (a) you shall not misrepresent or fail to disclose any potentially
relevant information (whether intentionally, negligently, or otherwise) concerning
your ability to close a transaction on the Site pursuant to the Terms of Sale; (b)
you have the capacity and capability to close the transaction as required by the
Terms of Sale; (c) you have actual authority to place such bid and be bound by the
Terms of Sale; and (d) your bid on any such property constitutes an irrevocable
offer to buy that property for the full amount of the bid. Without limiting the
foregoing, you agree that you shall not commit to purchasing any property auctioned
without paying; place a bid with no serious intention to buy; place a bid under
a false name or other false pretenses; or engage in any form of bid manipulation
or collusion with any other person or entity. Boeing reserves the right to reject
any and all bids, in its sole discretion and for any reason. Boeing may offer items
for auction on the Site by the piece or by the lot. In Boeing's sole discretion,
a bidder which bids on all or substantially all of the items to be sold at a particular
auction may take priority over a bidder which bids on individual piece(s) or lot(s).
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You agree that any or all property included in an auction on the Site may be withdrawn
(for Boeing's continued use or for any other reason) or sold prior to or after the
end of the designated auction period; or that an auction may be discontinued, either
temporarily or permanently, or extended beyond the designated auction period, in
Boeing's sole discretion and for any reason, all without notice. Generally, items
will be sold to the highest bidder; provided, however, that some items may be auctioned
with minimum reserve prices, or may be subject to Boeing's right of confirmation.
Boeing reserves the right to reject any bid that is only a minimal increase over
the preceding bid, that is not commensurate with the value of the property offered,
or that Boeing believes in its sole discretion was made illegally or in bad faith.
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Your access to, browsing on, registration on, bidding on, or other use of, the Site
is solely at your own risk. Subject to and without waiver or limitation of any other
provision contained in these Site Terms or the Terms of Sale, Boeing shall not be
liable for any claims, losses or damages of any type or nature whatsoever (whether
sounding in contract, tort or otherwise) sustained or claimed by you or any other
person or entity in connection with any auctions conducted on the Site. Without
limiting the foregoing, Boeing does not guarantee continuous, uninterrupted or secure
access to the Site, any auctions conducted on the Site, or any related services;
and operation of this Site may be interfered with or impeded by any number of factors
outside of Boeing's control. Boeing makes no representations or warranties, whether
express or implied, as to the Site's performance or lack thereof, and shall not
be responsible in any fashion for occurrences such as, but not limited to, missed,
lost or delayed bids, missed or unsent email notices, general system failures, computer
server downtime, or software errors.
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All copyrighted and copyrightable materials on this Site, including, without limitation,
the design, text, graphics, pictures, sound files and other files, and the selection
and arrangement ("Materials") thereof are copyrighted, ALL RIGHTS RESERVED, by Boeing,
Boeing Management Company and/or third-party licensors. Except as stated herein,
none of the Materials may be copied, reproduced, distributed, republished, downloaded,
displayed, posted or transmitted in any form or by any means, including, but not
limited to, electronic, mechanical, photocopying, recording, or otherwise, without
the prior written permission of Boeing or the respective copyright owner. Permission
is granted to display, copy, distribute and download the Materials on this Site
for personal, non-commercial, and informational use only; provided that, you may
not, without the permission of Boeing or the respective copyright owner, (a) copy,
publish, or post any Materials on any computer network or broadcast or publications
media, (b) modify the Materials, and (c) remove or alter any copyright and other
proprietary notices contained in the Materials. Before you download or otherwise
copy any photographs or images from the Image Gallery, you must agree to the
Terms and Conditions of Personal, Non-Commercial Image Use. Any request
for grant of a
commercial license to Boeing copyrighted materials is subject to prior approval,
and should be addressed to the Boeing Copyright Licensing staff at: imagelicensing@boeing.com.
A special Web site has been created for news media professionals at
boeingmedia.com with special terms
and conditions for news media use.
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Boeing respects the intellectual property of others. If you believe that your work
has been copied and has been posted to this Site in a way that constitutes copyright
infringement, please provide Boeing's copyright agent the following written information:
- An electronic or physical signature of the person authorized to act on behalf of
the owner of the copyright interest;
- A description of the copyrighted work that you claim has been infringed upon;
- A description of where the material that you claim is infringing is located on the
Site;
- Your address, telephone number, and e-mail address;
- A statement by you that you have a good-faith belief that the disputed use is not
authorized by the copyright owner, its agent, or the law;
- A statement by you, made under penalty of perjury, that the above information in
your notice is accurate and that you are the copyright owner or authorized to act
on the copyright owner's behalf.
Boeing's Copyright Agent for notice of claims of copyright infringement on this
Site is Alma Dayawon, who can be reached as follows:
Alma Dayawon
The Boeing Company
100 N. Riverside, M/C 5003-0983
Chicago, IL 60606-1596
Phone: 312-544-2936
Fax: 312-544-2078
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Boeing, McDonnell Douglas, McDonnell, Douglas, North American Aviation, their distinctive
airplane liveries, logos and product markings, and the products and services described
in this Site (except those belonging to Boeing suppliers or licensors), are among
the trademarks, service marks or registered trademarks owned by Boeing, and may
not be copied, imitated or used, in whole or in part, without the prior written
permission of Boeing. In addition, all page headers, custom graphics, button icons,
and scripts are service marks, trademarks, and/or trade dress owned by Boeing, and
may not be copied, imitated, or used, in whole or in part, without the prior written
permission of Boeing. All other trademarks, registered trademarks, product names
and company names or logos mentioned herein are the property of their respective
owners, and may not be copied, imitated or used, in whole or in part without the
prior written permission of such respective owners. Any request for grant of a license
to use Boeing marks is subject to prior approval, and should be addressed to the
Boeing Trademark Management Group at: trademarks@boeing.com.
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This Site may, from time to time, include discussion forums and interactive areas,
including bulletin board services ("BBS"). Any forums and interactive areas of the
Site shall be used only for non-commercial purposes. By using the forums or interactive
areas, you agree not to do any of the following:
- Upload to, distribute or otherwise publish through this Site any message, data,
information, text or other material ("Content") that is unlawful, libelous, defamatory,
obscene, pornographic, indecent, lewd, harassing, threatening, harmful, invasive
of privacy or publicity rights, abusive, inflammatory or otherwise objectionable;
- Upload or transmit any Content that would constitute or encourage a criminal offense,
violate the rights of any party, or that would otherwise create liability or violate
any local, state, national, or international law;
- Upload or transmit any Content that may infringe any patent, trademark, trade secret,
copyright or other intellectual or proprietary right of any party. By posting any
Content, you represent and warrant that you have the lawful right to distribute
and reproduce such Content;
- Impersonate any person or entity or otherwise misrepresent your affiliation with
a person or entity; and
- Without Boeing's written permission, distribute or publish unsolicited promotions,
advertising or solicitations for funds, goods or services, including junk mail and
spam.
Boeing takes no responsibility and assumes no liability for any Content posted or
uploaded by you or any third party, or for any mistakes, defamation, slander, libel,
omissions, falsehoods, obscenity, pornography or profanity you may encounter. As
a provider of interactive services, if any, Boeing is only a forum and is not liable
for any statements, representations, or Content provided by its users.
Enforcement. Boeing has the right, but not the obligation, to monitor any
activity and Content associated with its forums and interactive areas. Boeing may
investigate any reported violation of its policies or complaints and take any appropriate
action that it deems appropriate. Such action may include, but is not limited to,
issuing warnings, suspension or termination of service, and/or removal of posted
Content. Boeing reserves the right and has absolute discretion, to remove, screen
or edit any Content that violates these provisions or is otherwise objectionable.
In order to cooperate with legitimate governmental requests, subpoenas or court
orders, to protect Boeing's systems and customers, or to ensure the integrity and
operation of Boeing's business and systems, Boeing may access and disclose any information
it considers necessary or appropriate, including, without limitation, user profile
information (i.e. name, e-mail address, etc.), IP addressing and traffic information,
usage history, and posted Content. Boeing's right to disclose any such information
shall govern over any terms of Boeing's Privacy Policy.
Responsibility for Your Conduct. You shall remain solely liable for the Content
of any messages or other information you upload or transmit to this Site, including
the discussion forums or interactive areas of the Site. You agree to indemnify and
hold harmless Boeing from any claim, action, demand, loss, or damages (including
attorneys' fees) made or incurred by any third party arising out of or relating
to your conduct, your violation of these Site Terms, or your violation of any rights
of a third party.
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Links to the Site. You are granted a limited, non-exclusive right to create
a hyperlink to this Site provided such link does not portray Boeing or any of its
products and services in a false, misleading, derogatory or otherwise defamatory
manner. You may not use a Boeing logo or other proprietary graphic or trademark
of Boeing to link to this Site without the express written permission of Boeing.
This limited right may be revoked at any time.
Third-Party Links. Boeing makes no claim or representation regarding, and
accepts no responsibility for, the quality, content, nature or reliability of third-party
sites accessible by hyperlink from this Site, or third-party sites linking to this
Site. The third-party linked sites are not under the control of Boeing and Boeing
is not responsible for the content of any third-party linked site or any link contained
in a third-party linked site, or any review, changes or updates to such sites. Boeing
is providing these links to you only as a convenience, and the inclusion of any
link does not imply affiliation, endorsement, or adoption by Boeing of the site
or any information contained therein. When leaving the Boeing Site, you should be
aware that Boeing's terms and policies no longer govern, and, therefore, you should
review the applicable terms and policies, including privacy and data gathering practices,
of that site.
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This Site is not intended for submission of confidential information, except for
personal information submitted in connection with Site registration, bidding or
transactions (which is subject to and protected by Boeing's Privacy Policy). You
agree that any other materials, including but not limited to questions, comments,
suggestions, ideas, plans, notes, drawings, original or creative materials or other
information, provided by you in the form of email or submissions to Boeing, or postings
on this Site, are non-confidential and shall become the sole property of Boeing.
Accordingly, Boeing shall own exclusive rights, including all intellectual property
rights, and shall be entitled to the unrestricted use of these materials for any
purpose, commercial or otherwise, without acknowledgment or compensation to you.
The submission of any materials to Boeing, including the posting of materials to
any forum or interactive area, irrevocably waives any and all "moral rights" in
such materials, including the rights of paternity and integrity.
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Any software and all underlying information and technology downloaded from this
Site (collectively the "Software") by you may be subject to U.S. export controls,
including the Export Administration Act (50 U.S.C. Appx. �� 2401 et seq.) and the
Export Administration Regulations ("EAR", 50 C.F.R. Parts 730-774), and may be subject
to export or import regulations in other countries. You are responsible for complying
with all trade regulations and laws both foreign and domestic. Except as authorized
by law, you agree and warrant not to export or re-export the Software to any country,
or to any person, entity, or end-user subject to U.S. export controls, including
without limitation persons or entities listed on the U.S. Department of Commerce
Bureau of Export Administration's Denied Parties List and the U.S. Department of
Treasury's Specially Designated Nationals. You further represent and warrant that
no U.S. federal agency has suspended, revoked, or denied your export privileges.
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Forward-Looking Statements. This Site, and any documents issued by Boeing
and available through this Site, may contain statements which constitute forward-looking
statements within the meaning of the U.S. Private Securities Litigation Reform Act
of 1995. Those statements can be identified by the use of words such as "believe,"
"expect," "plan," "may," "will," "should," "anticipate" or similar statements or
the negative of these words. Forward-looking statements include statements made
as to future operations, costs, capital expenditures, cash flow, improvements in
infrastructure, distribution and replenishment systems and operating efficiencies,
sales and earnings estimates or trends and expansion plans and projections. These
forward-looking statements are based on our current expectations. Known and unknown
internal and external risks and uncertainties may cause the actual results to be
materially different from those expressed in or implied by the forward-looking statements.
The information contained in the most recent Boeing Annual Reports to stockholders,
including information contained under the section captioned "Management's Discussion
and Analysis," as well as other information included under the caption "Risk Factors"
and/or in other Boeing filings with the Securities and Exchange Commission, identifies
important factors that could cause actual results to differ from those contemplated
by forward-looking statements. Boeing undertakes no obligation to update forward-looking
statements to reflect events or circumstances that occur after the date the statements
were made.
Press Releases. The information contained within press releases issued by
Boeing should not be deemed accurate or current except as of the date the release
was posted. Boeing has no intention of updating, and specifically disclaims any
duty to update, the information in the press releases. To the extent any information
therein is forward-looking, it is intended to fit within the safe harbor for forward-looking
statements, and is subject to material risk.
Third-Party Financial Information. Boeing may provide links to third-party
Web sites or services that contain financial or investment information about Boeing.
Access to such Web sites and the information contained therein is provided as service
to those interested in the information. Boeing neither regularly monitors nor has
control over the content of third parties' statements or Web sites. Accordingly,
Boeing does not endorse or adopt these Web sites or any information contained therein,
including, without limitation, analyst's reports and stock quotes. Boeing makes
no representations or warranties whatsoever regarding the accuracy or completeness
of the content, information, or opinions of third-party Web sites or other third-party
information that is identified on the Site. Users visit these Web sites and use
the information contained therein at their own risk.
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"AS IS" BASIS. THIS SITE AND THE MATERIALS CONTAINED HEREIN ARE PROVIDED
ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. YOU
EXPRESSLY AGREE THAT USE OF THIS SITE, INCLUDING ALL CONTENT, DATA OR SOFTWARE DISTRIBUTED
BY, DOWNLOADED OR ACCESSED FROM OR THROUGH THIS SITE, IS AT YOUR SOLE RISK.
WARRANTY DISCLAIMER. BOEING DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED,
INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR
A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT AS TO THE INFORMATION, MATERIALS,
CONTENT, SERVICES AND PRODUCTS ON THE SITE. BOEING DOES NOT REPRESENT OR WARRANT
THAT MATERIALS IN THIS SITE ARE ACCURATE, COMPLETE, RELIABLE, CURRENT, OR ERROR-FREE.
BOEING IS NOT RESPONSIBLE FOR TYPOGRAPHICAL ERRORS OR OMISSIONS RELATING TO PRICING,
TEXT, OR PHOTOGRAPHY. WHILE BOEING ATTEMPTS TO ASSURE YOUR ACCESS AND USE OF THE
SITE IS SAFE, BOEING CANNOT AND DOES NOT REPRESENT OR WARRANT THAT THIS SITE OR
ITS SERVER(S) ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
Boeing reserves the right to change any and all content contained on this Site at
any time without notice. Reference to any products, services, processes, or other
information, by trade name, trademark, manufacturer, supplier, or otherwise does
not constitute or imply endorsement, sponsorship or recommendation thereof by Boeing.
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IN NO EVENT SHALL BOEING BE LIABLE FOR ANY DIRECT, SPECIAL, INDIRECT OR CONSEQUENTIAL
DAMAGES, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOSS OF
USE, LOSS OF PROFITS, OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING
BUT NOT LIMITED TO NEGLIGENCE), OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED
WITH THE USE OF THIS SITE OR THE MATERIALS CONTAINED IN, OR ACCESSED THROUGH, THIS
SITE.
IN NO EVENT SHALL THE AGGREGATE LIABILITY OF BOEING (WHETHER IN CONTRACT, WARRANTY,
TORT (INCLUDING NEGLIGENCE WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY,
STRICT LIABILITY OR OTHER THEORY) ARISING OUT OF OR RELATING TO THE USE OF BOEING'S
SITE EXCEED $5.00 OR THE COMPENSATION YOU PAID BOEING, WHICHEVER IS LESS.
Certain laws do not allow limitations on implied warranties, or the exclusion or
limitation of certain damages. If these laws apply, some or all of the above disclaimers,
exclusions, or limitations, may not apply to you, and you may have additional rights
to those contained herein.
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These terms and conditions shall be governed by and construed in accordance with
the laws of the State of Washington, applicable to agreements made and entirely
to be performed within the State of Washington, without resort to its conflict of
law provisions. You agree that any action at law or in equity arising out of or
relating to these terms and conditions shall be filed only in state or federal court
located in King County, Washington, and you hereby irrevocably and unconditionally
consent and submit to the exclusive jurisdiction of such courts over any suit, action
or proceeding arising out of these terms and conditions.
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Notwithstanding any of these terms and conditions, Boeing reserves the right, without
notice and in its sole discretion, to terminate your license to use the Site, and
to block or prevent future access to and use of the Site.
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If any provision of these Site Terms shall be deemed unlawful, void, or for any
reason unenforceable, then that provision shall be deemed severable from these terms
and conditions and shall not affect the validity and enforceability of any remaining
provisions.
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Definitions: "Seller" means The Boeing Company and "Buyer" is the
individual, firm or corporation which has registered on Seller's Surplus Sales Online Auction
Site (the "Site") and is purchasing Seller's property (“Property”) at auction on the Site.
Entire agreement: All sales will be subject to the terms and condition
of this Terms of Sale Agreement (the “Agreement”) including prices or other terms specifically
incorporated herein by reference. This Agreement is the entire agreement between Buyer and
Seller and supersedes all prior or concurrent oral or written representations and agreements
relating to this sale, including any terms attached to Buyer's bid, which have not been
incorporated and made a part of this Agreement by specific written reference. No modification
of this Agreement shall be binding on Seller unless agreed to in a writing signed by an
authorized representative of Seller.
Export Control: Buyer shall comply with all export and import
laws, regulations, decrees, orders, and policies of the United States Government and the
Government of any country in which the Parties conduct business pursuant to this Agreement,
including but not limited to the Export Administration Regulations (“EAR”) of the U.S. Department
of Commerce, the International Traffic in Arms Regulations (“ITAR”) of the U.S. Department of
State, the U.S. Customs & Border Protection Regulations, the Harmonized Tariff Schedule, and
the antiboycott and embargo regulations and guidelines as set forth in the EAR and in the U.S.
Department of the Treasury, Office of Foreign Assets Control (collectively, “Trade Control Laws”).
Condition, Warranty and Location of Property:
THE PROPERTY IS CONVEYED BY SELLER AND ACCEPTED BY THE BUYER “AS IS,” “WHERE IS,” AND
“WITH ALL FAULTS AND DEFECTS.” ALL SALES ARE FINAL AND NO REFUNDS ARE PERMITTED WITHOUT SELLER’S
EXPRESS WRITTEN APPROVAL. PROPERTY DESCRIPTIONS ARE PREPARED IN GOOD FAITH FROM INFORMATION
BELIEVED AT THE TIME TO BE RELIABLE; HOWEVER, SELLER SHALL NOT BE LIABLE FOR ANY ERRORS, OMISSIONS
OR INACCURACIES OF ANY KIND APPEARING IN THOSE DESCRIPTIONS, AND NO SALE SHALL BE INVALIDATED ON
SUCH BASIS. BUYER WARRANTS THAT IT HAS INPSECTED THE PROPERTY TO ITS SATISFACTION BEFORE SUBMITTING
ITS BID. EXCEPT FOR WARRANTY OF VALIDITY OF TITLE, SELLER MAKES NO WARRANTIES OR REPRESENTATIONS,
EXPRESS OR IMPLIED, WHETHER ARISING BY LAW, COURSE OF PERFORMANCE OF DEALING OR USAGE OF TRADE)
INCLUDING, BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY FITNESS FOR PURPOSE, QUANTITY,
KIND, CHARACTER, QUALITY, DURABILITY, RELIABILITY, SAFETY, LACK OF DEFECTS, WEIGHT OR SIZE OF OR
AGAINST INFRINGEMENT OR THE LIKE BY THE PROPERTY. SELLER WILL DISCLOSE IF PROPERTY CARRIES A
MANUFACTURER’S WARRANTY AT THE TIME THAT PROPERTY IS OFFERED FOR AUCTION ON THE SITE. IF ANY PROPERTY
IS SOLD WITH SOFTWARE INCLUDED, SELLER MAKES NO WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED,
REGARDING BUYER’S RIGHT TO USE SUCH SOFTWARE, ITS NON-INFRINGEMENT OR OTHERWISE.
Release: BUYER, ON BEHALF OF ITS AGENTS, REPRESENTATIVES,
SUCCESSORS AND ASSIGNS AND ANYONE CLAIMING THROUGH OR UNDER ANY OF THEM, HEREBY RELEASES,
AND FOREVER DISCHARGES SELLER AND ITS OFFICERS, AGENTS, EMPLOYEES, SUCCESSORS AND ASSIGNS
FROM ANY AND ALL CLAIMS, ACTIONS, LOSS, COSTS, FEES, EXPENSES (INCLUDING WITHOUT LIMITATION
ATTORNEYS AND EXPERTS FEES AND EXPENSES) AND DAMAGES BECAUSE OF INJURY, INCLUDING DEATH,
TO ANY PERSON, INCLUDING WITHOUT LIMITATION EMPLOYEES OF SELLER OR BUYER, DAMAGE TO PROPERTY,
INCLUDING WITHOUT LIMITATION THE PROPERTY OF SELLER OR BUYER, AND/OR DAMAGE TO THE ENVIRONMENT
(INCLUDING WITHOUT LIMITATION CLEANUP COSTS AND NATURAL RESOURCES DAMAGES), ARISING DIRECTLY
OR INDIRECTLY FROM BUYER'S OR ANY THIRD PARTY'S USE, HANDLING, TRANSPORTATION, STORAGE, SALE
OR DISPOSAL OF THE PROPERTYS OR BY VIRTUE OF THIS AGREEMENT.
Payment: Prior to removal, payment must be made in full in cash,
check (current, certified check or cashier's check) or credit card (VISA and Master Card only)
or debit card. Buyer authorizes Seller to use, and to share with third parties as necessary,
any personal information provided by Buyer, including but not limited to, Buyer's name,
address, email address, and credit card or other financial information, in order to complete
this sale. In the event of default or breach of any payment provisions of this Agreement,
Buyer agrees to reimburse The Boeing Company for any collection costs incurred, including
attorney fees and court costs. Buyer's failure to pay for or remove an item within the time
specified may result in Buyer's suspension from participation in future auctions, in Seller's
sole discretion.
Removal: All Sales are made where the Property is located when
auctioned. Property not removed by date specified may be charged a storage rate. Buyer
is solely responsible for arranging and paying for the removal, shipment and transportation
of purchased Property from Seller's premises. Removal shall be conducted with due care for
Seller's real and personal property, and Buyer shall restore and repair any such property
altered or damaged by removal.
Title: Title to the items of Property sold at auction hereunder
shall vest in the Buyer as and when full and final payment is made.
Risk of Loss: All risk of loss, damage, or destruction from any
cause, whatsoever, shall be borne by the Buyer.
Use of Seller's Name: Buyer agrees not to advertise in any manner
the Property hereby sold as being Seller's surplus property, or to use in any other manner
Seller's name in connection therewith, without Seller's written consent.
Indemnity: BUYER AGREES TO DEFEND, INDEMNIFY AND HOLD HARMLESS SELLER,
INCLUDING SELLER'S PARENTS, SUBSIDIARIES AND AFFILIATES, AND THEIR RESPECTIVE DIRECTORS,
OFFICERS, EMPLOYEES, AGENTS, SUCCESSORS AND ASSIGNS (COLLECTIVELY, THE "INDEMNIFIED PARTIES")
FROM AND AGAINST ALL CLAIMS, LOSSES, COSTS, FEES, EXPENSES (INCLUDING ATTORNEYS AND EXPERT
FEES AND EXPENSES), ANY DAMAGES OR LIABILITY WHATSOEVER (WHETHER SOUNDING IN CONTRACT, TORT
OR OTHERWISE), ARISING FROM PERSONAL INJURY, INCLUDING DEATH, DAMAGE TO PROPERTY INCLUDING
WITHOUT LIMITATION THE PROPERTY OF SELLER OR BUYER, DAMAGE TO THE ENVIRONMENT (INCLUDING
WITHOUT LIMITATION CLEAN UP COSTS AND NATURAL RESOURCES DAMAGES), ARISING DIRECTLY OR INDIRECTLY
FROM ITS OR ANY THIRD PARTY’S USE, HANDLING, TRANSPORTATION, STORAGE, SALE, RESALE, REMOVAL
OR DISPOSAL OF THE PROPERTY OR BY VIRTUE OF THIS AGREEMENT.
Applicable Law and Venue: This Agreement shall be governed by and
construed in accordance with the laws of the State of Washington in the United States of
America, without resort to Washington's conflict of law rules. This Agreement excludes the
application of the 1980 United Nations Convention on Agreements for the International Sale
of Goods. Any action at law or in equity arising out of or relating to this Agreement shall
be filed only in state or federal court located in King County, Washington, and Buyer hereby
irrevocably and unconditionally consents and submits to the exclusive jurisdiction of such
courts over any suit, action, or proceeding arising out of or relating to this Agreement.
Severability: If any provision of this Agreement is held by a court
of competent jurisdiction to be invalid or unenforceable, then such provision shall be enforced
to the maximum extent permissible so as to affect the intent of this Agreement, and the
remainder of this Agreement shall continue in full force and effect.
Non-Waiver: Acceptance by Seller of partial or delinquent payments or
failure by Seller to exercise any rights hereunder shall not waive any obligation of Buyer or
right of Seller, or waive any other similar default. Buyer represents that it is purchasing the
described above for non-agricultural business or commercial purposes only. Buyer understands
that the Property is auctioned, purchased and accepted "AS IS" and "WHERE IS ", and "WITH ALL
FAULTS", and that the price has been established at auction in consideration of this fact and
the provisions of this Agreement, specifically including this Paragraph. Any description of the
property by Seller (including but not limited to any photographs) is solely for identification
and does not create warranty that the property shall conform to such description.
Prepreg and Hazardous Material. The following terms shall apply to all Buyer
purchases of Property which are either Prepreg or other hazardous materials:
Buyer agrees to dispose of any excess or waste from the Property in a careful and lawful manner.
Buyer acknowledges that the Property contains hazardous substances. Buyer represents and warrants
its expertise and Seller acknowledges its reliance upon such expertise with regard to the safe
and lawful preparation, loading, transporting, handling, use and disposal of the Property.
Buyer further represents and warrants that it is aware of and will abide by all laws and regulations
pertaining to the handling, transportation, storage, use and disposal of the Property. All
activities performed by Buyer, its agents, employees, representatives and/or subcontractors
will be performed in a safe and careful manner and in full compliance with all legal requirements.
When Buyer takes possession of the Property, it will provide Seller with a receipt.
Seller agrees to provide Buyer with the manufacturer’s Material Safety Data Sheets (“MSDSs”) for
the Property at the time of transfer of possession. The MSDSs are being provided without
representation or warranty as to the completeness or accuracy of any information or recommendations
contained therein. Responsibility for compliance with applicable federal, state or local
regulations concerning dissemination of the MSDSs rests solely upon the Buyer.
Buyer agrees to use the Property only for use in making an industrial or commercial product.
Buyer (i) represents and warrants that it is in the business of using like property in an industrial
or commercial environment; ii) agrees to provide toSeller, before taking possession of the Property,
proof such as a business license, tax resale certificate, and any other business documents reasonably
requested by Seller which demonstrate that Buyer is in the business of using the Product in an
industrial or commercial environment as applicable. Buyer shall execute a copy of this Agreement
prior to receipt of the Property.
In the event the Property includes pre-impregnated composite property (prepreg property), the
following shall apply:
WARNING: EXPORT CONTROLLED: THESE COMMODITIES, TECHNOLOGIES OR
SOFTWARE RELATED TO ANY PREPREG PROPERTYS SUBJECT TO THIS AGREEMENT ARE SUBJECT TO THE CONTROL
OF THE U.S. DEPARTMENT OF COMMERCE EXPORT ADMINSTRATION REGULATION (“EAR”) THESE COMMODITIES ARE
PROHIBTED FROM EXPORT, TRANSFER OR SALE TO ANY NON U.S.PERSON OR COUNTRY WITHOUT THE WRITTEN
AUTHORIZATION OF THE U.S.GOVERNMENT. PREPREG PROPERTYS SUBJECT TO THIS AGREEMENT MAY NOT BE
EXPORTED OR RE-EXPORTED, EITHER DIRECTLY OR INDIRECTLY TO THE FOLLOWING COUNTRIES: CUBA, IRAN,
SUDAN, NORTH KOREA OR SYRIA. DIVERSION CONTRARY TO U.S. LAW IS PROHIBITED.
Compressed Gas Cylinders. The following terms shall apply to all Buyer purchases
of Property which include compressed gas cylinders:
Buyer represents and warrants that it is experienced and familiar with the use, handling and
characteristics of compressed gases. Buyer represents that it is in the business of using
compressed gas cylinders or like products in an industrial or commercial environment and shall
provide Seller, prior to taking possession of the Property with documentation evidencing such
business including but not limited to a business license or tax resale certificate.
Buyer agrees that compressed gas cylinders purchased from Seller shall not be used or resold in
the condition received Seller. Buyer further agrees that such compressed gas cylinders will
either be reconditioned and recertified or scapped pursuant to all applicable laws.
ACKNOWLEDGEMENT
NO SITE REGISTRATION OR BIDS WILL BE ACCEPTED WITHOUT ACCEPTANCE OF THESE TERMS AND CONDITIONS,
AS STATED. ALL PROPERTY AUCTIONED ON THE SITE IS SOLD SUBJECT TO THESE TERMS AND CONDITIONS.