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.

Index of Provisions

Incorporated Policies or Terms

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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Site License and Access

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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Site Registration

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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Password

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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User Conduct

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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Bidding

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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Withdrawal of Auction or Auction Items

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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Site Operation

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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Copyright

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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Copyright Complaints

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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Trademarks and Service Marks

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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Third-Party Content

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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Linking

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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Submissions

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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Export Restrictions

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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Financial Material Disclosure

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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Disclaimers

"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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Limitation of Liability

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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Applicable Law and Venue

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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Termination

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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Severability

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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Boeing Surplus Sales Online Auction Site - Terms of Sale

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.