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PROPOSAL PROPOSAL NO. JC-050108 Jan Wagner Strategic Sourcing Manager Skyworks Solutions, Inc 2427 W. Hillcrest

PROPOSAL

PROPOSAL NO.

JC-050108

Jan Wagner Strategic Sourcing Manager Skyworks Solutions, Inc 2427 W. Hillcrest Drive Newbury Park, CA 91320 Tel: 805-480-4534 Fax: 805-480-4463

TIP Electronics proposes to sell to Skyworks Solutions, Inc the following terms and conditions:

Date:

May 1, 2008

TIP ELECTRONICS 7373 N Scottsdale Rd Suite A220 Scottsdale AZ 85253

P:480.355.8409

F: 480.355.8411 jcallahan@tipelectronics.com

,

the Equipment (the “Equipment”) described below under

No.

Item

Amount (USD)

 

1 TEGAL 981, sn tbd, 150mm sourced from STMicroelectronics, Eybens, France. Configuration to include: gas delivery and pressure module subsystem, load and unload assemblies, rf subsystem, vacuum subsystem, and power subsystem.

65,000.00

TheTegal processes non-critical silicon nitride and photoresist trim. The wide gap RF diode reactor is ideally suited to low temperature plasma etch for delicate organic materials and damage sensitive devices without the complication of wafer clamps or electrostatics chucks.

2 Refurbishment by Plasmatek Labs. Refurbishment guaranteed to meet original OEM specifications.

45,000.00

TERMS AND CONDITIONS:

1. Subject to inspection and approval of condition of donor equipment. All equipment is offered subject to prior sale and availability. Condition and configuration must be inspected and/or audited in advance.

determined upon selection of candidate tool(s) and payable in U.S. dollars as invoiced and directed

determined upon selection of candidate tool(s) and payable in U.S. dollars as invoiced and directed by Seller. The Purchase Price shall be payable by wire transfer to the account of Seller.

3. Taxes and Fees:

In addition to the Purchase Price, the Purchaser agrees to pay any sales, use, import and

export fees, duties, charges, excise or other transfer taxes or charges imposed upon the sale of the Equipment.

4. Risk of Loss and Freight Charges: Purchaser shall bear the risk of loss, theft, damage or destruction to the Equipment. Purchaser shall be responsible for the deinstallation of the Equipment and for any crating, rigging and freight charges incurred in connection with the deinstallation and delivery of the Equipment. Purchaser

shall have the Equipment deinstalled in accordance with any local or state laws, and if applicable, will have the Equipment decontaminated.

5. Maintenance: The Equipment is sold on an AS IS, WHERE IS BASIS, UNLESS REFURBISHMENTAND SERVICESARE CONTRACTED.

6. Assignment of Manufacturer's Warranties:

As of the Sale Date, Seller assigns to Purchaser, to the extent

assignable, its warranties, if any, on the Equipment and agrees to provide reasonable assistance to Purchaser, at

Purchaser's expense, in enforcing those warranties.

Seller warrants that as of the Sale Date, Seller will have good title to the Equipment free and clear of

7. Title:

all liens, encumbrances and security interests other than Seller's security interest. Seller agrees to provide Purchaser with a Bill of Sale for the Equipment upon the later of the Sale Date or payment in full of the Purchase Price.

Purchaser grants to Seller a purchase money security interest in the Equipment until the

8. Security Interest:

Purchase Price is paid in full. Seller may file either a copy of this Agreement as a financing statement or may file financing statements which Purchaser shall execute upon request in order to perfect Seller's security interest.

9. Special Term: Upon payment of the Purchase Price by Purchaser to Seller, the Equipment will be made

availableto Purchaser or its agent at the future contracted address.

SELLER MAKES NO OTHER EXPRESS OR

IMPLIED WARRANTIES OF ANY KIND RELATING TO THE EQUIPMENT INCLUDING THOSE OF MERCHANTABILITY, CONDITION, QUALITY, DURABILITY, OR FITNESS FOR ANY PARTICULAR PURPOSE OR USE OR SUITABILITY OR ANY EXPRESS OR IMPLIED WARRANTIES THAT THE EQUIPMENT WILL SATISFY THE REQUIREMENTS OF ANY LAW, RULE, REGULATION, SPECIFICATION, OR CONTRACT AND EXPRESSLY DISCLAIMS THE SAME. Seller shall have no liability to Purchaser for any claim, loss, or damage caused or alleged to be caused directly, indirectly, incidentally or consequentially by the Equipment, by any inadequacy thereof or deficiency or defect therein, by any incident whatsoever in connection therewith, arising in strict liability, negligence, or otherwise. Seller shall have no liability for any failure or delay in supplying the Equipment due to a cause beyond Seller's control. Seller shall not be relieved of liability for direct damages as a result of its own negligence or willful misconduct.

10. Limitation of Liability, Disclaimer or Warranties:

11. Default: An event of default ("Default") shall occur if Purchaser wrongfully rejects or revokes acceptance of the Equipment, fails to make payment when due, repudiates with respect to all or part of the Equipment, becomes insolvent, or fails to perform or observe any other term, covenant or condition of this Agreement.

12. Seller's Remedies: Upon the happening of a Default, Seller may: (i) cancel or terminate this Agreement on five (5) days' notice to Purchaser, (ii) take immediate possession of the Equipment pursuant to its security interest, (iii) require Purchaser to assemble the Equipment and make it available to Seller at a designated place which is reasonably convenient to both parties, and (iv) generally exercise any remedy available under the

Uniform Commercial Code or other applicable law. No remedy is intended to be exclusive but

Uniform Commercial Code or other applicable law. No remedy is intended to be exclusive but each shall be cumulative.

Upon failure of Seller to perform or observe any term,

covenant, or condition of this Agreement, Purchaser shall have the sole remedy of returning the Equipment to

Under no circumstances shall Purchaser be

entitled to incidental or consequential damages.

Seller and then receiving repayment of the Purchase Price.

13. Purchaser's Remedies; Limitation of Remedy:

14. Applicable Law: This Agreement shall be governed by the laws of the State of Michigan.

15. Entire Agreement:

This Agreement constitutes the entire agreement between Purchaser and Seller with

respect to the purchase and sale of the Equipment and any representations or statements not contained in this

The foregoing terms and conditions

shall prevail notwithstanding any variance with the terms and conditions of any order submitted by Purchaser with respect to the Equipment.

Agreement shall not be binding upon Seller as a warranty or otherwise.

16. Assignment:Purchaser may not assign its interest under this Agreement without the prior written consent of

Seller.

Purchaser hereby agrees and acknowledges that (a) in any hearing, trial or

proceeding of any nature with respect to this Agreement, Seller may produce a facsimile copy of this document rather than the original copy thereof and that such facsimile copy shall be deemed to be the original, and (b) it has received and reviewed all of the pages of this Agreement and that none of its provisions are missing or illegible.

Seller may assign its interest under this Agreement subject to this Agreement.

17. Facsimile Copies:

THIS PROPOSAL AGREEMENT SHALL BE NULL AND VOID UNLESS SIGNED BY PURCHASER AND RECEIVED BY SELLER WITHIN TEN (10) BUSINESS DAYS OF THE DATE OF THIS AGREEMENT.

SELLER:

PURCHASER:

TIPELECTRONICS,LLC

 

SKYWORKSSOLUTIONS,INC.

BY:

BY:

PRINTNAME:

 

PRINTNAME:

 

TITLE:

 

TITLE:

DATE:

 

DATE:

Pictures of candidate Tegal 981 tool and subassemblies. Actual donor tool pictures subject to inspection.

Pictures of candidate Tegal 981 tool and subassemblies. Actual donor tool pictures subject to inspection.

Pictures of candidate Tegal 981 tool and subassemblies. Actual donor tool pictures subject to inspection.
Pictures of candidate Tegal 981 tool and subassemblies. Actual donor tool pictures subject to inspection.
Pictures of candidate Tegal 981 tool and subassemblies. Actual donor tool pictures subject to inspection.