Terms & Conditions

Sale of SSI Surplus Equipment and Spares

Any term, condition, and/or provision (hereinafter "terms") of

Buyer's order which is in any way inconsistent with or in addition to

these terms shall not be applicable hereto or binding upon Seller.  If

Buyer objects to any terms herein, such objection must be in writing and

received by Seller at the address stated on the face hereof prior to

commencement of performance by Seller, retention by Buyer of any goods

delivered by Seller hereunder shall be conclusively deemed acceptance of

the terms hereof.  Seller's failure to object to terms contained in any

communication from Buyer will not be a waiver of the terms hereof.





     1.  The goods hereunder have been designated as "surplus" by

Seller. The goods are sold on an "AS IS -- WHERE IS" basis at "BUYER'S

RISK" only, provided that as to goods not manufactured by SSI, SSI, to the

extent permitted by SSI's contract with its supplier, shall assign to

Buyer any rights SSI may have under any warranty of the supplier

thereof.



     2.  Seller reserves the right to refuse any and all offers of

purchase for any reason whatsoever at its sole option and discretion.



     3.  Taxes: Prices do not include any taxes, now or hereafter

enacted, applicable to the goods sold or this transaction, which taxes

will be added by Seller to the sales price where Seller is required by

law to collect the same, and will be paid by Buyer unless Buyer provides

Seller with a proper tax-exemption certificate.



     4.  Title and Delivery:  Unless otherwise set forth on the face of

this Sales Agreement, domestic shipments of goods within the U.S. shall

be delivered F.O.B. SSI's plant, and title and liability for loss or

damage thereto shall pass to Buyer upon SSI's tender of delivery of the

goods to a carrier for shipment to Buyer, and any loss or damage

thereafter shall not relieve Buyer from any obligation hereunder.

Shipments of goods to destinations outside of the U.S. shall be

delivered F.O.B. destination, and title and liability for loss or damage

shall not pass to Buyer until SSI's tender of delivery of goods to Buyer

at such destination.  Buyer shall bear all insurance and transportation

expenses, including but not limited to, responsibility for any

associated taxes, duties and other expenses incurred or documentation.

licenses or clearances required at port of entry and destination.  SSI

may deliver the goods in installments.  Shipping dates are approximate

only.  SSI shall not be liable for any loss or expense (consequential or

otherwise) incurred by Buyer if SSI fails to meet the specified delivery

schedule because of unavoidable production or other delays.  In the

event of any default by Buyer, Seller may decline to make further

shipment.



     5.  Terms and Method of Payment:  Payment shall be made by cash or

certified check presented on the date of sale.  However, if Seller has

extended credit to Buyer, terms of payment shall be net thirty (30) days

from date of invoice.  The amount of credit or terms of payment may be

changed or credit withdrawn by Seller at any time.  If the goods are

delivered in installments, Buyer shall pay for each installment in

accordance with the terms of payment hereof.  Payment shall be made for

the goods without regard to whether Buyer had made or may make any

inspection of the goods.  If shipments are delayed by Buyer, payments

are due from the date when Seller is prepared to make shipments.  If in

Seller's judgment Buyer's financial condition does not justify the terms

of payment specified herein, Seller may cancel this contract unless

Buyer shall immediately pay for all goods which have been delivered and

pay in advance for all goods to be delivered.  Goods held for Buyer are

at Buyer's sole risk and expense.



     6.  Contingencies:  Seller shall not be liable for any delay in

delivery or for non-delivery, in whole or in part, caused by the

occurrence of any contingency beyond the control of Seller, including,

but not limited to, war (whether an actual declaration thereof is made

or not), sabotage, insurrection, riot or other act of civil

disobedience, act of a public enemy, failure or delay in transportation,

act of any government or any agency or subdivision thereof, judicial

action, labor dispute, shortage of labor, accident, fire explosion,

flood, storm or other act of God.



     7.  Disclaimer of warranties and indemnities:  Seller makes no

warranties express or implied, including but not limited to, any implied

warranty of merchantability or fitness for a particular purpose

whatsoever as to the goods sold to Buyer hereunder, and does not

indemnify Buyer against infringement of any patent, trademark or

copyright.  SSI's disclaimer of warranties as hereinabove set forth shall

not be diminished or affected by, and no obligation or liability shall

arise or grow out of, SSI's rendering of technical advice or service in

connection with goods furnished hereunder.



     8.  Applicable Law:  The validity, performance and construction of

this contract shall be governed by the laws of the State of California.



     9.  Assignment:  This contract shall be binding upon and inure to

the benefit of the parties and their successors but shall not be

otherwise assignable.



     10.  Modification:  This contract constitutes the entire agreement

between the parties relating to the sale of the goods described on the

face hereof, and no addition to or modification of any provision upon

the face or reverse of this contract shall be binding upon Seller unless

made in writing and signed by a duly authorized representative of

Seller.



     11.  Legal compliance:  Buyer at all times shall comply with all

applicable federal, state, and local laws and regulations.



     *   Export laws: The products covered by this contract may fall

within the group of "strategic" products that are wholly or partly of

U.S. origin, the export of which is subject to export license control by

the U.S. government, prior to export and reexport.  Buyer shall obtain

any licenses required under the applicable laws of the U.S. Buyer

assures SSI that without prior authorization from the U.S. government, it

shall not knowingly export or reexport, directly or indirectly, any

technical data (including software) received hereunder, or any direct

product thereof, to any recipient or destination to which such export or

reexport is restricted or prohibited by U.S. law.  Buyer further assures

SSi that no goods or technical data (including software) covered by this

agreement are intended for transfer to or use in, directly or

indirectly, activities related to the design, production, use or

stockpiling of missiles or chemical or biological weapons.



     12.  Safety and Environment:  To the extent that any goods sold to

Buyer hereunder contain any hazardous contaminant, Buyer will take all

steps necessary to properly and adequately warn, educate, train, and

supervise its employees, agents, and any other third parties who come

into contact with the goods (including, but not limited to, Buyer's

successors and assigns), regarding the possible presence of hazardous or

toxic residue in and on the goods, and the need to take special handling

or cautions prior to transporting, using, disposing, or otherwise

handling the equipment.



     13.  Indemnification:  Buyer agrees to defend, indemnify and hold

harmless Seller, its officers, agents and employees from and against all

claims, losses, costs, expenses, damages, arising from or related to

property damage, economic injury, or bodily injury (including death) of

whatsoever kind or nature arising out of Buyer's, its employees',

officers' and agents' removal from SSI, use or misuse, transportation,

storage and disposal of the goods sold to Buyer hereunder.



     14.  SSI's sole and exclusive maximum liability for any and all

claims in the aggregate shall not exceed the total price of items

ordered hereunder less the purchase price for any items delivered and

accepted hereunder not made the subject of a claim.  In no event shall

ti be liable to anyone for loss of profits, loss of goodwill, loss of

use, special, collateral, indirect, exemplary, incidental or

consequential damages, including, but not limited to, costs of removal

and reinstallation.



     15.  Release of Information:  Neither party hereto shall, without

prior written consent of the other party (which shall not be

unreasonably withheld) publicly announce or otherwise disclose the

existence or the terms of this Agreement, or release any publicity

regarding this Agreement.  This provision shall survive the expiration,

termination or cancellation of this Agreement. Any knowledge or

information which Buyer may disclosse to SSI shall not be deemed to be

confidential or proprietary informatiiton and shall be acquired by SSI

free from any restrictions as to use or disclosure thereof.



     16.  Waiver:  Any failure of SSI 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 provisions nor of SSI's right to enforce each

and every provision.



     17.  Setoff:  SSI shall be entitled at all times to setoff any

amount owing, for any reason, at any time, from SSI or any of its

affiliated companies to Buyer against any amount payable at any time to

TI in connection with this order.



     18.  Reservation of Rights:  SSI expressly reserves all rights and

remedies which are available to it at law or equity, including, but not

limited to, the rights and remedies set forth in the Uniform Commercial

Code.



     19.  The sale by Seller of the items ordered hereunder does not

grant, convey or confer upon Buyer or Buyer's customers or upon anyone

claiming under Buyer a license express or implied under any intellectual

property rights of Seller covering or relating to any combination,

machine or process in which said items might be or are used.



     20.  U.S. Government Contracts:  If the goods to be furnished under

this contract are to be used in the performance of a U.S. Government

contract or subcontract and a U.S. Government contract number shall

appear on Buyer's purchase order, then those clauses of the applicable

U.S. Government procurement regulations which are mandatorily required

by federal statute to be included in U.S. Government subcontracts shall

be incorporated herein by reference.