more than 200 lots video, audio, and general test …...b11, sm-b12 gre049 rohde&schwarz smiq 02...

On behalf of STMicroelectronics

O N L I N E T E N D E R S A L E

MORE THAN 200 LOTS

VIDEO, AUDIO, AND GENERAL

TEST AND MEASUREMENT EQUIPMENT

Submit your offer until June 27th, 2017

Locations

GRENOBLE, France | LE MANS, France | COPPELL, USA

On behalf of STMicroelectronics:

Tender Sale of surplus Test- and Measuring Equipment

Surplus Test and Measurement Equipment

This Online Tender Sale contains more than 200 lots from three distinct production sites.

FOR IMMEDIATE SALE

DOCSIS 3.1 Generators, Vector Signal Analyzer TV Signal Generators, TV Pattern Generators, Various Oscilloscopes, Arbitrary Waveform Generators, Programmable Power Supplies, Power Modules, Current Probe Amplifiers, Logic Analyzer Noise Generators, etc.

FEATURING

AUDIO PRECISION Distortion Analyzer System Two Cascade - SYS 2722

HEWLETT PACKARD Vector Signal Analyzer 89410A

ARRIS Converged Edge Router E6000

RODHE&SCHWARZ DOCSIS 3.1 Cable Load Generator CLGD

AGILENT ESG Vector Signal Generator E4438C

PANASONIC Protocol/Audio/Video Analyzer UITA-1000

AZIMUTH ACE Channel Emulator 400NB

SYMMETRA Power Protection PX UPS

ENENSYS DVB Lab Modulator T2-Gateway



The Tender Sale Maynards and GES Associates have been appointed by STMicroelectronics, a global manufacturer of semiconductor solutions, to manage the closure of its Set top box business unit. More than 2000 assets from 21 location worldwide are for immediately sale!

We invite interested parties to submit their best offer ONLINE for each of the listed instruments until June 27th, 2017 at 17 pm WEST.

If you like to bid for a total package of tools, please contact us directly.

This first Tender includes assets from FRANCE and USA

To consult details, pictures and submit your bid, please visit:

https://auctions.maynards.com

The assets are immediately available but must follow a standard release process in coordination with STMicroelectronics.

After evaluation of the tender. MAYNARDS will send a “OFFER TO PURCHASE” document (see APPENDIX A) to every winning party, which must be signed and submitted to MAYNARDS within 3 days.

Important Notices

Participants are bidding based on the STMicroelectronics´ Terms and Conditions which can be found in Appendix B to this document page 1-7.

Bids must be placed ONLINE until June 27th, 2017 at 17 pm WEST.

On all accepted bids, Maynards will charge a 16% Buyers Premium on the net asset value.

Maynards and the SELLER always reserve the right to either accept or decline offers.

Further configuration data and pictures can be requested at: [email protected]

The buyer will be supported on the shipping organization

Onsite inspection by prior appointment only:

Please contact Sebastian Geissler

Email: [email protected]

Direct: +49 8151 973420

Other Terms

Offer subject to alterations and availability

The sale is Exworks, “as is where is” with no implied warranty

The local Value Added Tax (VAT) will be charged to the price of the equipment. Foreign buyers will be charged a security deposit of 20%, which will be refunded in full upon proof of export. Buyers from EU countries must provide their VAT number.

https://auctions.maynards.com/

mailto:[email protected]

mailto:[email protected]

On behalf of STMicroelectronics: Tender Sale of surplus Test- and Measuring Equipment

ASSETS LIST: COPPELL, USA

Link to online catalogue: https://auctions.maynards.com/auction-020/auctionDetails/2380 page 1 of 1

Contact: Sebastian Geissler |Direct: +49 8151 97 34 20 | Mobil: +49 17610 43 1623 | [email protected]

Pos Manufacturer Model Type Notes

COP000 Full package of Coppell assets

COP001 ROHDE&SCHWARZ DOCSIS 3.1 Cable Load Generator CLGD

COP002 LEITZ LUX SM-LUX Microscope w/ Wild MPS11 Camera Adaptor

COP003 LEITZ LUX SM-LUX Microscope w/ Wild MPS11 Camera Adaptor

COP004 KEITHLEY Digital Multimeter

COP005 KEITHLEY Digital Multimeter

COP006 DAQTRON Jupiter 200 System DOCSIS 2.0 Design Verification Test



COP009 IXIA 400T Traffic Generator/Performance Analyzer

COP010 IXIA 400T Traffic Generator/Performance Analyzer

COP011 ARRIS E6000 Converged Edge Router

COP012 CASA SYSTEMS C2200 Cable Modem Termination System

COP013 ETS-LINDGREN RF enclosure for WiFi testing

COP014 ANRITSU MT8801C Radio Communications Analyzer

COP015 LEADER LBO-514 Dual Trace Oscilloscope

COP016 TEKTRONIX TM503 Power Supply

COP017 HEWLETT PACKARD 8082A Pulse Generator

COP018 LAMBDA LPD-421A-FM Power Supply



COP021 HEWLETT PACKARD 6034A DC Power Supply

COP022 TEKTRONIX 2465 300Mhz Oscilloscope

COP023 APC Symmetra PX UPS Power Protection

COP024 ROHDE&SCHWARZ SFU Broadcast Test System




https://auctions.maynards.com/auction-020/auctionDetails/2380



ASSETS LIST: GRENOBLE, FRANCE





GRE000 Full package of Grenoble assets

GRE001 FLUKE 54200M01 TV Signal Generator; new 2011






GRE007 PHILIPS PM 5418 TDS+Y/C TV Pattern Generator

GRE008 PHILIPS PM 5418 Y/C TV Pattern Generator

GRE009 TEKTRONIX TDS 520B Two Channel Digitizing Oscilloscope with InstaVU Acquisition, 500Mhz, 1GS/s

GRE010 TEKTRONIX TDS 510A Four Channel Digitizing Oscilloscope

GRE011 TEKTRONIX AWG2021 Arbitrary Waveform Generator

GRE012 TEKTRONIX TDS 714L Four Channel Long Record Color Digitizing Oscilloscope incl. OPT 05, 2M

GRE013 TEKTRONIX 2465B 400 MHz Oscilloscope incl. OPT 05, 06

GRE014 TEKTRONIX 2465 300 MHz Oscilloscope incl. OPT 05, 11, 4Z



GRE017 TEKTRONIX 7623A Oscilloscope

GRE018 TEKTRONIX 7603 100Mhz Analog Oscilloscope incl. Modules 7A18, 7B53A

GRE019 TEKTRONIX 7603 100Mhz Analog Oscilloscope incl. Modules 7A18, 7A13, 7B53A

GRE020 TEKTRONIX PS2511G Programmable Power Supply

GRE021 TEKTRONIX TM502A/AM 503B Power Module incl. Current Probe Amplifier incl. OPT 05, A1

GRE022 TEKTRONIX TLA 704 Logic Analyzer

GRE023 LECROY LA314 400MHz Analog Oscilloscope

GRE024 LECROY LA314 400MHz Analog Oscilloscope

GRE025 LECROY LC584AL 1GHz Digital Oscilloscope; new 1998 Single 8GS/s 8Mpt - Quad 2 GS/s 2Mpt

GRE026 LECROY 9354L 500Mhz Oscilloscope Single 2GS/s 8Mpt - Quad 500 MS/s 2Mpt

GRE027 LECROY LT364 WaveRunner DSO Oscilloscope; new 2001 4ch 500MS/s 1GHz

GRE028 LECROY LT344 WaveRunner DSO Oscilloscope; new 2000 4ch 500MS/s 500MHz

GRE029 LECROY LT344 WaveRunner DSO Oscilloscope; new 1999 4ch 500MS/s 500MHz

GRE030 LECROY LT344L WaveRunner DSO Oscilloscope; new 1999 4ch 500MS/s 500MHz; incl. OPTIONS CKTRIG + AP020

GRE031 LECROY LT344L WaveRunner DSO Oscilloscope; new 1998 4ch 500MS/s 500MHz

GRE032 LECROY LC334AL 500Mhz Oscilloscope; new 1998 Single 2 GS/s 8Mpt - Quad 500 MS/s 2Mpt

GRE033 LECROY LC334 500Mhz Oscilloscope Single 2 GS/s 8Mpt - Quad 500 MS/s 2Mpt

GRE034 LECROY LC334AL 1GHz Oscilloscope; new 1998 Single 8 GS/s 8Mpt - Quad 2 GS/s 2Mpt

GRE035 LECROY AP020 Active Probe

GRE036 LECROY HFP1500 Active Probe

GRE037 HEWLETT PACKARD 1725A 275MHz Oscilloscope incl. OPT 035 and Time Interval Multimeter

GRE038 ROHDE&SCHWARZ NRVS Power Meter incl. Power Sensor

GRE039 ROHDE&SCHWARZ URE RMS - Voltmeter 10Hz … 20MHz

GRE040 ROHDE&SCHWARZ SFM - IN2007.9016.50 TV Test Transmitter

GRE041 ROHDE&SCHWARZ SFM - IN2007.9016.50 TV Test Transmitter

GRE042 ROHDE&SCHWARZ SAF - IN.2007.1005.02 CCVS+ Component Generator

GRE043 ROHDE&SCHWARZ SAF - IN.2007.1005.02 CCVS+ Component Generator incl. OPT CCIR 601










GRE046 ROHDE&SCHWARZ SFQ - 2072.5501.02 TV Test Transmitter DVBT Test; ATSC CODER SFQ-B12 UPGRADE SFQ 100189; incl. OPT

GRE047 ROHDE&SCHWARZ ABFS - 1114.8506.02 Fading Simulator

GRE048 ROHDE&SCHWARZ SME 03 - 1038.6002.03 Signal Generator Incl. OPT SM-B2, SM-B4, SM-B5, SM-B8, SME-B11, SM-B12

GRE049 ROHDE&SCHWARZ SMIQ 02 - 1084.8004.02 Signal Generator 300Hz … 2.2 GHz; Incl. OPT SM-B1, SMIQB14

GRE050 ROHDE&SCHWARZ VSA - 2013.6057.04 Video Measurement System

GRE051 ROHDE&SCHWARZ VSA - 2013.6057.04 Video Measurement System

GRE052 ROHDE&SCHWARZ SAF - IN.2007.1005.02 CCVS+ Component Generator Incl. OPT CCIR601, B20

GRE053 ROHDE&SCHWARZ SAF - IN.2007.1005.02 CCVS+ Component Generator Incl. OPT CCIR601, B20

GRE054 ROHDE&SCHWARZ SFL_T - 2084.4005K20 TV Test Transmitter

GRE055 ROHDE&SCHWARZ SFL-V - 2048.4005K30 TV Test Transmitter

GRE056 ROHDE&SCHWARZ SFL_T - 2084.4005K20 TV Test Transmitter

GRE057 ROHDE&SCHWARZ SFU - 2110.2500K02 Broadcast Test System Incl. OPT SFU-B30, SFU-B6, SFU-B4, SFU-B1

GRE058 ROHDE&SCHWARZ CMU200 - 1100.0008K02 Universal Radio Communication Tester upgraded to CMU-U65, MEAS. DSP F. WCDMA

GRE059 ANRITSU MP8931A Bit Error Rate Tester

GRE060 ANRITSU MP8931A Bit Error Rate Tester

GRE061 AGILENT E4438C ESG Vector Signal 250kHz - 3.0 GHz; Incl. OPT 002, 005, 1E5, 400, 503, UK6, UN7

GRE062 YOKOGAWA TA320 / 704210-F Time Interval Analyzer 100ps resolution 14MS/s

GRE063 HEWLETT PACKARD 89410A Vector Signal Analyzer DC-10MHz; Incl. OPT AY7AYAAYHUFG

GRE064 HEWLETT PACKARD 3325B Synthesizer / Function Generator

GRE065 HEWLETT PACKARD 3325B Synthesizer / Function Generator

GRE066 AZIMUTH 400NB ACE Channel Emulator

GRE067 HEWLETT PACKARD 3764A Digital Transmission Analyzer

GRE068 HEWLETT PACKARD 3764A Digital Transmission Analyzer Incl. OPT 001

GRE069 HEWLETT PACKARD 3764A Digital Transmission Analyzer Incl. OPT 001

GRE070 HEWLETT PACKARD 3708A Noise and Interference Test Set Incl. OPT 001, H05

GRE071 HEWLETT PACKARD 3708A Noise and Interference Test Set Incl. OPT 001

GRE072 HEWLETT PACKARD 3708A Noise and Interference Test Set Incl. OPT 001

GRE073 HEWLETT PACKARD 3708A Noise and Interference Test Set

GRE074 HEWLETT PACKARD 3708A Noise and Interference Test Set Incl. OPT 8ZE

GRE075 AGILENT 8133A Pulse Generator 3 GHz Incl. OPT 004

GRE076 HEWLETT PACKARD 3784A Digital Transmission Analyzer; new 1992 Inc. OPT H08

GRE077 HEWLETT PACKARD 3784A Digital Transmission Analyzer Incl. OPT 002, 061, H09

GRE078 HEWLETT PACKARD 3784A Digital Transmission Analyzer; new 1992 Incl. OPT 061, 8ZE

GRE079 AGILENT 1672G Logic Analyzer

GRE080 AGILENT N5998A HDMI 1.3 Protocol Analyzer & Generator

GRE081 HEWLETT PACKARD E3610A DC Power Supply 0-8V 0-3A/0-15V, 0-2A; Incl. OPT OR3

GRE082 HEWLETT PACKARD 3468A Multimeter Incl. HV Probe

GRE083 AGILENT 1141A Differential Probe Incl. Probe Control And Power Module AGILENT 11424A

GRE084 HEWLETT PACKARD 41800A Active Probe 5Hz-500MHz








GRE085 HEWLETT PACKARD 5384A Frequency Counter Incl. OPT 001 TCXO, 003 HP-IL, 004 Oven OSC., 005 BATT

GRE086 HEWLETT PACKARD 8111A Pulse / Function Generator 20MHz Incl. OPT 001

GRE087 HEWLETT PACKARD 8112A Pulse Generator 50MHz

GRE088 HEWLETT PACKARD 16702A Logic Analyzer System Incl. Modules HP 16534A Oscilloscope, Filter Panel, 2MSa Analyzer 135 MHz STATE/500MHz TIMING, 16522A 200Mvector/s Pattern Generator

GRE089 HEWLETT PACKARD 16702B Logic Analyzer System on AGILENT Tesmobile 1184A

GRE090 HEWLETT PACKARD 8971C Noise Figure Test Set

GRE091 HEWLETT PACKARD J2300D Internet / WAN Advisor

GRE092 TEKTRONIX HDVG7 TV Signal Generator Platform Incl. Modules HDVG7, AVG7

GRE093 TEKTRONIX TG700 TV Signal Generator Platform Incl. OPT FP, AVG7, AWVG7

GRE094 TEKTRONIX TG2000 Signal Generator Platform

GRE095 TEKTRONIX VM700A upgrade to Turbo Video Measurement Set Incl. Modules CPU, GP1, AVG1, DVG1, AGL1, BG1, Clock and OPTs 01, 11, 1S, 20, 30

GRE096 TEKTRONIX VM700T turbo Video Measurement Set Incl. OPT 11

GRE097 TEKTRONIX WFM700 Multi-format/Multi-standard Waveform Monitor

GRE098 TEKTRONIX 1103 TEKPROBE Power Supply

GRE099 SONY/TEKTRONIX MTG100 MPEG Generator Incl. OPT 1H

GRE100 TEKTRONIX MTX100 MPEG Recorder & Player Incl. OPT 02



GRE103 QUANTUM DATA 802BT Video Test Generator Incl. OPT TV, HDMI SLSI w/HDCP

GRE104 QUANTUM DATA 802BT Video Test Generator

GRE105 QUANTUM DATA 802BT Video Test Generator Incl. OPT IV, DVI-SL

GRE106 QUANTUM DATA 802BT Video Test Generator Incl. OPT IV, DVI-SL

GRE107 QUANTUM DATA 802BT Video Test Generator Incl. OPT HDMI SLSI Ver. 1.1, HDCP

GRE108 QUANTUM DATA 802BT Video Test Generator Incl. OPT DVI-SL, HDCP

GRE109 NOVELLA SatComs UP Converter





GRE114 VGBROADCAST Z579415 Teletext Test Generator

GRE115 NORPAK TES3-UNI-360 Caption Video Encoder

GRE116 RADYNE DM240XR Digital Modulator



GRE119 RADYNE DM240 Digital Modulator

GRE120 SENCORE ASM 988A Advanced Satellite Modulator





GRE125 SENCORE ATSC997 ATSC Signal Source

GRE126 TEKTRONIX TSG-422 Digital Component Generator Incl. OPT 1S V1.6








GRE127 ENENSYS DV3 Digital Broadcast Adapter

GRE128 ENENSYS DVB-T2 DVB Lab Modulator

GRE129 ENENSYS T2-Gateway DVB Lab Modulator

GRE130 VG ELECTRONICS Z528451 Closed Caption Calibrated Distortion Unit

GRE131 SYSMEDIA 1033 / Z528460 Teletext Calibrated Distortion Unit

GRE132 DELL REV A00 Flatscreen CONNECTIONS FOR TEST PURPOSES MODIFIED!







GRE139 ACER GD245SHQ Flatscreen CONNECTIONS FOR TEST PURPOSES MODIFIED!

GRE140 METRIX AX 323 Power Supply

GRE141 NETCOM SMB-0200 Multi PSL Performance Analysis System

GRE142 WAVETEK 395 100MHz Synthesized Arbitrary Waveform Generator Incl. OPT 004

GRE143 THOMSON-CSF TTV8300 Vecamscope Incl. TEKTRONIX Monitor 604A

GRE144 PHILIPS PM5680 TV IF Modulator

GRE145 NOISE COM NC8107A Noise Generator 250KHz - 100MHz, 1W

GRE146 DENON AVC-3800 Dolby Digital AV Amplifier

GRE147 KEPCO BOB 50-2M Bipolar Operational Power Supply/Amplifier

GRE148 XHR 300-3.5 DC Power Supply 0-300V/0-3.5A

GRE149 MACRONI TF2091B Noise Generator

GRE150 ASTRODESIGN VA-1809A HDMI Protocol Analyzer

GRE151 PANASONIC UITA-1000 Protocol/Audio/Video Analyzer

GRE152 TERASIC Altera DE4-530 Development and Education Board ORIGINAL PACKAGING






GRE158 YOKOGAWA DL7440 Digital Oscilloscope 2GS/s 500MHz; MOD 701450-F-J1/B5/N3/C10

GRE159 YOKOGAWA 701980 100MHz Logic Probe

GRE160 YOKOGAWA 701980 100MHz Logic Probe

GRE161 OK INDUSTRIES MTR-3102 Rework Soldering Station

GRE162 TOELLNER TCE8735 Power Supply

GRE163 THURLBY-THANDAR PL154 Bench Power Supply 15V-4A

GRE164 THURLBY-THANDAR PL154 Bench Power Supply










GRE167 CHROMA 2160 Video Pattern Generator

GRE168 CERSEM AV-1 Adjustable Gain Amplifier

GRE169 TOPWARD 6303D Triple Output Power Supply

GRE170 TOELLNER 7608 Broadband Amplifier

GRE171 ENERTEC/SCHLUMBERGER

2615 Frequency Counter 120MHz 2 channels F,C,P TCXO

GRE172 PHILIPS PM5715/11 Pulse Generator 1Hz-500MHz

GRE173 SONY STR-DE698 Sony Audio Video

GRE174 PHILIPS PM5685/10 NICAM encoder

GRE175 AUDIO PRECISION System Two Cascade - SYS 2522

Distortion Analyzers; new 2001 Dual Domain; Iincl. OPT BUR, AES17LP; Filters CCIR, AWT


Distortion Analyzers Dual Domain

GRE177 SONY DVP-NS924V DVD Player

GRE178 AUDIO PRECISION SIA-2322 Serial Interface Adapter

GRE179 NETGEM Netbox 7600 TNT Adapter

GRE180 SAMSUNG DTB-B460F DVBT Reciever

GRE181 SAMSUNG DVD Player

GRE182 SAMSUNG DVD Player

GRE183 SENCORE DMS3503B Digital Media Streamer


Distortion Analyzers Dual Domain

GRE185 PIONIER CLD-S310S CD/CDV/LD Player Laser Disc Player

GRE186 XFINITY CableCard Receiver

GRE187 230V/230V Insulation Transformer





GRE192

GRE193 SONY PVM-9042QM Trinitron Color Video Monitor

GRE194 SONY PVM-14M2U Trinitron Color Video Monitor; new 2000

GRE195 SONY PVM-20M2E Trinitron Color Video Monitor

GRE196 SONY BVM-D20F1E Trinitron Color Video Monitor

GRE197 CLIMATE TM80 Climate Chamber

GRE198 HEWLETT PACKARD 355A VHF Attenuator 0.5 Watt, 50 Ohm, DC-500 MC

GRE199 HEWLETT PACKARD 355C VHF Attenuator 0.5 Watt, 50 Ohm, DC-1000 MHz

GRE200 HEWLETT PACKARD 8970B Noise Figure Meter

GRE201 PECA TMIS-210F Measuring Instruments

GRE202 HEWLETT PACKARD 41951A Impedance Test Kit

GRE203 TOSHIBA XM-3401 S Laser Disc Player

GRE204 AGILENT 8753ES S-Parameter Network Analyzer 30kHz - 3GHz; Incl. OPT 1D5

GRE205 ROHDE&SCHWARZ FSEB - 1066.3010.30 Spectrum Analyzer 20Hz … 7GHz; incl. OPT FSE-K10








GRE206 ROHDE&SCHWARZ SMIQ06B - 1125.5555K06 Signal Generator 300kHz … 6.4GHz; incl. OPT SM-B1, SMIQB11, SMIQB12, SMIQB14, SMIQB15, SMIQB20, BATTERY KIT

GRE207 AGILENT E4438C ESG Vector Signal Generator Incl. OPT 001, 1EM, 400, 401, 402, 506, HN3, UNJ

GRE208 SPARCAL Solution Kit

GRE209 ADVANTEST M4541AD Adv.11 Test Handler; 2007




ASSETS LIST: LE MANS, FRANCE




LEM000 ALL below listed assets from Le Mans, FRANCE

LEM001 RHODE&SCHWARZ CRTU-W Protocol Test System

LEM002 GCF USIM Tool Kit test case Upgraded to GCF 3.40 additional SIM test cases TS 31.124 stage

LEM003 AGILENT E6621A PXT Wireless Communications Test Set Including RDM-ID10048 ProtocolLoggingOptionforPXT

LEM004 COLLIS ASPECTS Smartstation3 Testing/Diagnostic System Including accesorries

LEM005 AGILENT E5515C GSM MS Tester

LEM006 RHODE&SCHWARZ CMU 200 Universal Radio Communication Tester

LEM007 SPS PDI-8500 Autobench

LEM008 CMTS DOCSIS 3.0

LEM009 RHODE&SCHWARZ CMU 200 Universal Radio Communication Tester Upgraded to K56 / K 64

LEM010 RHODE&SCHWARZ CMU 200 Universal Radio Communication Tester Upgraded CMU to HSDPA

LEM011 RHODE&SCHWARZ CMU 200 Universal Radio Communication Tester Including offline tool R&S LTE

LEM012 RHODE&SCHWARZ CMU 200 GSM MS Tester Including K64 option - CMU200: HSDPA (3,6 Mbit/s), K56 option - CMU200: HSUPA (5,76 Mbit/s)

LEM013 RHODE&SCHWARZ CMU 200 UMTS Tester Upgraded Bluetooth, Option K44 & K64 K56 HSUPA

LEM014 CMU 200 Upgrade for UMTS

LEM015 CRTU-W Upgraded with Probe for power inv on GCF materials

LEM016 CMU200 Upgrade for Bluetooth

LEM017 RHODE&SCHWARZ CMU 200 Universal Radio Communication Tester

LEM018 RHODE&SCHWARZ CMU 200 Universal Radio Communication Tester Including OPTION IG IF interface and CMU200 upgrade to WCDMA, K56 Complt 40083, SW K64

LEM019 AGILENT E5515 B Wireless Communications Test Set Including chassi upgrade 8960 LA and RDM-ID10035 UpgradeMD8480C to DCHSPA

LEM020 RHODE&SCHWARZ CMU 200 Universal Radio Communication Tester Including OPTIONS U21&U53 upgraded to K64

LEM021 AGILENT E4406 AR Vector Signal Analyzer


APPENDIX A) Offer to Purchase

ST Offer to Purchase, Version 1: 0. February 2017 page 1 of 2

Offer to Purchase

Binding offer to purchase the following Assets of the Seller at the terms and conditions set forth herein.

Purchaser: Seller:

Company

name

Entity Example ST Inc.

Adress Location Example Copell

EU-VAT Nr.

Represented

by

Maynards Europe GmbH

1. Sales and Purchase

1.1 The Purchaser agrees to purchase the business assets listed below (hereinafter referred to as the

“Assets”), free from all charges, security interests, encumbrances, mortgages or third party interests

and otherwise on the terms and conditions set out in this Agreement including its Appendix B (Asset

Purchase Terms and Conditions).

1.2 The terms and conditions set out in Appendix A (Asset Purchase Terms and Conditions) form an

integral part of this offer and are incorporated herein by reference.

1.3 Nothing in Section 1.1 above shall be construed as constituting any form of representation, warranty,

undertaking or covenant that the use by the Purchaser of the Assets does not or will not infringe the

intellectual property rights of any third party.

Assets:

Lot Nr. Description, Asset Identification No. Offer in USD

1

2

3

Total Net

Buyers Premium Net (15%)

Sub Total

VAT/GST on Lots

VAT/GST on Buyers Premium

Grand Total

APPENDIX A) Offer to Purchase

ST Offer to Purchase, Version 1: 0. February 2017 page 2 of 2

2. Definitions

2.1 In addition to the terms defined in Appendix A, the following terms shall have the meaning hereby

assigned to them unless the context would obviously require otherwise:

2.2 “Delivery Place” shall mean EXW – xxx Copell, USA

2.3 “Latest Removal Date” shall mean (xx, 2017)

2.4 “Payment Date” shall mean (xxx, 2017)

3. Payment details

3.1 The Purchase Price and the Buyer’s Premium plus any applicable taxes and charges shall be payable

by Purchaser in USD latest on the Payment Date, by wire transfer to the following bank account of

Seller’s agent Maynards Europe GmbH against remittance by Seller’s aforesaid agent but on behalf

of Seller, to Purchaser of the relevant invoice.

Bank account for payment of invoices:

As per the bank account details stated on the invoice of Maynards Europe GmbH

3.2 Schedule 1 (Approved companies for pick-up)

Factory Country Decommissioning In/Out Crating Freight

Forwarder

(RFQ)

Purchaser:

Signature: ______________________________

Name: ______________________________

(clarification of signature)

Title: ______________________________

Date & Place: ______________________________

PLEASE RETURN THIS OFFER WITH YOUR SIGNATURE TO FAX: +49 8151 973419

APPENDIX B) Asset Purchase Terms and Conditions

Page 1 of 7

General Terms and Conditions for the Purchase of Surplus assets of STMicroelectronics

ASSET PURCHASE TERMS AND CONDITIONS

APPENDIX B – to the Asset Purchase Agreement

TABLE OF CONTENTS

1. DEFINITIONS .................................................................................................. 1

2. SCOPE & SALES AND PURCHASE .............................................................. 2

3. CONSIDERATION ........................................................................................... 2

4. COMPLETION ................................................................................................. 3

5. REMOVAL OF ASSETS .................................................................................. 3

6. NO WARRANTIES .......................................................................................... 4

7. INDEMNIFICATION ......................................................................................... 5

8. LIMITATION OF LIABILITIES .......................................................................... 5

9. NO PARTNERSHIP ......................................................................................... 5

10. INVALIDITY ..................................................................................................... 6

11. ENTIRE AGREEMENT .................................................................................... 6

12. ASSIGNMENT ................................................................................................. 6

13. CHOICE OF GOVERNING LAW AND ARBITRATION ................................... 6

14. GENERAL ....................................................................................................... 7

IT IS NOW AGREED AS FOLLOWS:

1. DEFINITIONS

The following terms shall have the meanings hereby assigned to them unless the context would

obviously require otherwise:

1.1 “Affiliates” means any legal entity that directly or indirectly, now or hereafter controls, is controlled

by, or is under common control with any of the Parties, provided that: (i) such entity shall be

considered an Affiliate only for the time during which such control exists and (ii) for purposes of this

definition “control” shall mean ownership or control, either directly or indirectly, of more than fifty (50)

% of the equity of such entity or the ability to elect a majority of the board of directors or a similar governing

body.

1.2 “Agent” means Maynards Europe GmbH, and/or such other third party that Maynards Europe GmbH

informs the Buyer have been appointed by Maynards. For clarity, Maynards Europe GmbH has

GES Associates, LLC to work as their project partners for the purpose of sale of Assets under this

Agreement on behalf of and in the name of Seller.

1.3 “Agreement” shall mean the Asset Purchase Agreement, including this Appendix A (Asset


Page 2 of 7

Purchase Terms and Conditions) and any other appendices thereto.

1.4 “Assets” shall have the meaning as defined in the signed portion of this Agreement.

1.5 “Buyer” shall mean the buyer of the Assets defined in the signed portion of this Agreement.

1.6 “Buyer’s Premium” shall have the meaning defined in the signed portion of this Agreement.

1.7 “Delivery Place” shall have the meaning defined in the signed portion of this Agreement.

1.8 “Force Majeure” shall mean circumstances which prevents or delays the performance of a Party’s

obligations by any cause beyond the affected Party's reasonable control which, without in any way

limiting the generality of the foregoing, shall include the following events: flood, hurricane, tornado,

earth quake, fire, or other similar catastrophe; riots, wars, restraint of rulers or people, act of terrorism;

strike, blockade or embargo or similar general labour disputes; shortage of suitable parts, or materials;

embargo or requisition or similar acts of government; or epidemic or quarantine restrictions;

1.9 “Latest Removal Date” shall have the meaning defined in the signed portion of this Agreement.

1.10 “Payment Date” shall have the meaning defined in the signed portion of this Agreement.

1.11 “Purchase Price” shall have the meaning defined in the signed portion of this Agreement.

1.12 “Seller” shall mean the STMicroelectronics company defined in the signed portion of this Agreement

that is the seller of the Assets.

Other capitalized expressions used in this Agreement shall have the meanings respectively assigned

to them elsewhere in this Agreement. Words indicating the singular only also include the plural and

vice-versa, where the context so requires.

The headings of the Articles are for convenience only and shall not affect their interpretation.

2. SCOPE, SALES AND PURCHASE

2.1 This Agreement contains the terms and conditions under which a Buyer may purchase and/or is

purchasing certain assets from the Seller. The Seller agrees to sell and the Buyer agrees to purchase

the Assets, free from all charges, security interests, encumbrances, mortgages or third party interests

and otherwise on the terms and conditions set out in this Agreement.

2.2 Nothing in Section 2.1 above shall be construed as constituting any form of representation, warranty,

undertaking or covenant that the use by the Buyer of the Assets does not or will not infringe the

intellectual property rights of any third party.

2.3 By submitting an offer to purchase or by accepting an offer to sell made by Seller, the B u y e r

represents, warrants and undertakes that it has the authority and capacity to make and/or to accept

such an offer and to purchase the Assets and that any offer and/or acceptance that it makes constitutes

an irrevocable offer to buy the Assets for the full offer amount upon these terms and conditions (and

such additional terms and conditions (if any) as may be imposed by the Seller.

2.4 The Agent has been separately appointed to sell the Assets on behalf of and in the name of Seller on

the terms and conditions stated in this Agreement. For avoidance of any doubt, any rights and/or

obligations of Seller set out in this Agreement may be carried out by the Agent on behalf of and in the

name of the Seller.

2.5 The Parties agree that the Agent may independently and its own name enforce and rely upon the

obligations set forth in Article 3 by B u y e r under this Agreement to the same extent as if the

relevant Agent was a Party hereto.


Page 3 of 7

3. CONSIDERATION

3.1 The Purchase Price and the Buyer’s Premium is based on Ex-Works INCOTERMS 2010 and is

exclusive of any value added tax, stamp or transfer taxes and similar taxes, fees or charges. Any

costs for such value added tax, customs duties, stamp or transfer taxes and similar taxes, fees or

charges eventually payable in the country where the Assets are shipped and/or the country of

destination of the Assets in connection with the sale of said Assets shall be carried and paid by Buyer,

except for taxes based upon Seller’s and/or Agent’s income which shall be payable by Seller and/or

Agent as applicable. The cost of decommissioning, crating, packaging, loading and removal etc.

of the Assets shall be carried by Buyer and is not included in the sale price of the Assets. As a

matter of example and without limiting the aforesaid; when Assets are residing in Seller’s manufacturing

facilities, Buyer is responsible for costs related to de-facilitation or depowering, dismantling or de-

installing, securing Assets internals, rigging or internal transport, and packaging or crating and loading.

3.2 The Purchase Price of the Assets and the Buyer’s Premium shall be payable by Buyer in USD and/or

Euro, by wire transfer to the bank account communicated by Seller or by Agent, but on behalf of Seller,

against remittance by, or on behalf of Seller, to Buyer of the relevant invoice issued by Seller or by

Agent.

3.3 The payment of the Purchase Price and the Buyer’s Premium shall be made before or at the Payment

Date. Failure to make payment of the Purchase Price and the Buyer’s Premium on or before Payment

Date shall a) permit Seller to immediately resell the Assets to another buyer, and b) immediately oblige

Buyer to pay a liquidated damage of fifty percent (50%) of the full Purchase Price and the Buyer’s

Premium, plus a daily interest rate that equal to the maximum allowed by the applicable laws, until the

liquidated damage amount is paid in full.

4. COMPLETION

4.1 Completion of the sale and purchase of the Assets shall take place following the Payment Date and at

the Delivery Place.

4.2 At the latest on Payment Date the Buyer shall pay to the Seller the Purchase Price and the

Buyer’s Premium in satisfaction of the invoice(s), following the payment instructions provided by or on

behalf of Seller to Buyer. In any case, the title of the Assets shall be retained by Seller until full payment

by Buyer of the Purchase Price and the Buyer´s Premium. For the avoidance of doubt, until full

payment has been received the Buyer may not perform any work on, or directly in association to any

of the purchased Assets.

4.3 On or following the Payment Date and provided the full Purchase Price and the Buyer’s Premium has

been duly received, the Seller shall:

(A) On reasonable notice and as agreed with the Buyer, make the Assets available to Buyer, or

such appointed third party that shall collect the Assets on behalf of the Buyer at the latest

on the Latest Removal Date; and

(B) upon Buyer’s request deliver to the Buyer a Bill of Sale


Page 4 of 7

5. REMOVAL OF ASSETS

5.1 Buyer shall, or shall appoint a third party, to collect the Assets during normal business hours at the

Delivery Place no earlier than on Payment Date and no later than at Latest Removal Date. For

collection, the Buyer shall use the relevant third party listed in Schedule 1 to the signed portion of this

Agreement. No other party shall be admitted for decommissioning or collection unless previously agreed

to by Seller in writing. Carriage of the Assets shall be at B u y e r 's own risk and expenses. Where

so requested by the Seller, the Buyer will provide method statements and/or risk assessments for the

removal of the assets to the satisfaction of the Seller and/or its appointed representative(s).

5.2 If, in Seller’s opinion, removal of any asset or part thereof will be likely to cause serious damage to the

Seller's premises, or any other damage which the Buyer is either unable or unwilling to rectify or is being

undertaken without an approved “method statement” and/or “risk assessment”, the Seller may by notice

to the B u y e r rescind the sale of such Asset or permit the removal thereof from the premises to

proceed subject to such conditions as it may think fit to impose. The Seller shall have no responsibility

to disconnect utilities to the sold Asset, including electric, gas, waste and water lines.

5.3 Title to the Assets shall at all times remain with Seller until the Purchase Price and Buyer’s Premium

has been received in full. Upon payment of the Purchase Price and Buyer’s Premium, the title of

the Assets shall pass from Seller to Buyer and Buyer shall bear all risk of loss and/or damage

which may occur to the Assets as from the Payment Date and until the Assets are finally removed from

Seller’s premises.

5.4 Without prejudice to any claims that the Agent and/or the Seller may have against the Buyer for breach

of t h i s A g r e e m e n t or otherwise the B u y e r will become liable from the Payment Date for

all storage, security and administration expenses and the cost of and incidental to re-selling and/or

otherwise disposing of un-cleared items. If the B u y e r fails to collect the Assets by the Latest

Removal Date, then, except where such failure or delay is caused by a Force Majeure Event or the

Seller’s failure to comply with its obligations under the Agreement, the Seller may resell or otherwise

dispose of part or all of the Assets, and any monies paid shall be forfeited.

5.5 It is expressly brought to the Buyer's attention that, at the time of sale, any Asset for sale in this sale:

(A) may not necessarily comply with the UK Health and Safety at Work Etc. Act 1974, Environmental

Protection Act 1990 or any other UK and/or EC Acts, Regulations, Directives or their applicable

laws or equivalent or similar laws in any relevant jurisdiction; and/or

(B) could contain blue or white asbestos, hazardous substances, dangerous chemicals etc. which if not

handled correctly during their removal from a site could be in breach of the UK Health & Safety at

Work Etc. Act 1974, Control of Substances Hazardous to Health Regulations 2002 or any other

current legislations covering the use of such substances in a working environment in the UK, the EC,

the United States or any other relevant jurisdiction. The Seller has no duty to remove any hazardous

substances that are contained in or are a part of any Asset.

5.6 The Buyer undertakes to:

(A) remove, ship and use any purchased Asset within any relevant jurisdiction in a way that does not

contravene any relevant legislation and in full compliance with all applicable health and safety

standards and regulations; and

(B) comply with all current applicable legislations in any relevant jurisdiction and reasonable

instructions which may be given by the Seller in relation to the removal/disposal of waste including

hazardous waste.

5.7 The Buyer agrees to comply with all applicable export control and related laws and regulation and not to

violate any applicable local, state, national or international law, statute, ordinance, rule or regulation.


Page 5 of 7

B u y e r acknowledges that Seller is not the exporter of any purchased A sset unless expressly

stated. The Seller does not make any representation or warranty concerning, and has conducted no

investigation to ascertain which o f t h e A ssets, if any, constitute, for example, “Restricted

Technology” for US law purposes or whose export is otherwise restricted under applicable law. The

Seller reserves the right to cancel or rescind any sale at any time in the event it determines, in its

absolute discretion that the sale does or may violate applicable export or import control or related laws

and regulations.

6. NO WARRANTIES

6.1 The Assets sold under this Agreement are sold as used or surplus material and are sold “as is –

where is” with all defects and/or faults and without recourse. Buyer hereby acknowledges and agrees

that Seller makes no express or implied warranties or representations to Buyer whatsoever

regarding the Assets, including, but not limited to, the condition, merchantability or fitness for a

particular purpose of the Assets and or non-infringement of any third party rights caused by the Assets.

The Buyer has conducted all necessary investigations of the Assets and accepts the nature of the

Assets.

Based on the value of the purchase price and the provisions above, the Buyer hereby acknowledges

and accepts that Seller and the Agent, with binding effect for the Parties, shall be released from any

and all liability in relation to defects or deficiencies, lack of performance and/or non-conformities in the

Assets and or any infringement of third party rights caused by the Assets, irrespective of whether such

defects, deficiencies, non-conformities, lack of performance or infringement are hidden or not, and that,

any rights and remedies that the B u y e r may have, at law or otherwise (including pursuant to any

applicable Sales of Goods Act or any foreign equivalent thereof) relating to such defects, deficiencies,

non- conformities, lack of performance or infringement shall to maximum extent permitted by applicable

law be disclaimed.

6.2 Seller is not the manufacturer of the Assets. Buyer acknowledges that this is a sale of hardware items

only and does not include or convey by implication or otherwise, a sale or license of any patent,

trademark, copyright, trade secret or license to any software in any form, regardless of whether such

software has been packaged with, integrated into or otherwise included in the Assets. Therefore,

Buyer agrees to be solely responsible for obtaining from third parties the licenses on their

intellectual property rights which might be necessary for the use of the Assets.

7. INDEMNIFICATION

7.1 Buyer accepts full and complete responsibility for the future use and operation of the Assets and shall

indemnify and hold harmless Seller against third party claims or damage that result of any such future

distribution, marketing, sale or any other use of the Assets.

7.2 Buyer shall be liable for any loss or damage to Seller’s property, or injury or death of Seller’s

personnel and/or third person caused by its employees, agents, representatives or subcontractors

during the operations of disassembly, crating, packing, removing and/or shipping the Assets and shall

indemnify and hold Seller harmless from any claim arising out of or connected with such damage.


Page 6 of 7

8. LIMITATION OF LIABILITIES

8.1 IN NO EVENT SHALL SELLER OR THE AGENT BE LIABLE TO B U Y E R OR ANY THIRD PARTY

FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES

(INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, LOSS OF REVENUES, LOSS OF DATA,

WORK STOPPAGE, FAILURE), WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER LEGAL

THEORY, RELATING TO OR IN CONNECTION WITH THE ASSETS OR THIS AGREEMENT, EVEN

IF SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8.2 NOTWITHSTANDING THE FOREGOING, TO THE EXTENT THAT SELLER MAY BE HELD LEGALLY

LIABLE TO BUYER BY A COURT OF COMPETENT JURISDICTION UNDER CONTRACT, TORT, OR

ANY OTHER LEGAL THEORY, THE MAXIMUM LIABILITY OF SELLER SHALL NOT EXCEED AS

AN AGGREGATE THE TOTAL PRICE ALLOCABLE TO THE ASSETS WHICH GAVE RISE TO THE

CLAIMS.

8.3 NOTHING IN THIS AGREEMENT SHALL EXCLUDE OR LIMIT A PARTY’S CONTRACTUAL LIABILITY

FOR UNLAWFUL INTENT OR GROSS NEGLIGENCE, OR ANY OTHER LIABILITY WHICH IT IS NOT

PERMITTED TO EXCLUDE OR LIMIT AS A MATTER OF LAW.

9. NO PARTNERSHIP

Nothing in this Agreement and no action taken by the Parties under this Agreement shall constitute a

partnership, association or other cooperative entity between the Parties in connection with the subject

matter of the Agreement.

10. INVALIDITY

10.1 If at any time any provision of this Agreement is or becomes illegal, invalid or unenforceable in any

respect under the law of any jurisdiction that shall not affect or impair:

(A) the legality, validity or enforceability in that jurisdiction of any other provision of this

Agreement; or

(B) the legality, validity or enforceability under the law of any other jurisdiction of that or any other

provision of this Agreement.

10.2 The Parties shall negotiate in good faith a substitute, valid, enforceable provision, which most nearly

effects the Parties intent in entering into this Agreement.

11. ENTIRE AGREEMENT

11.1 No terms or conditions contained in any purchase order or other form originated by Buyer shall apply

and Seller expressly rejects any such terms.

11.2 This Agreement sets out the entire agreement and understanding between the Parties in connection

with the sale and purchase of the Assets and may only be varied in writing duly signed by each of the

Parties.


Page 1 of 7

12. ASSIGNMENT

The rights or benefits of or under this Agreement may not be assigned by the Buyer or the Seller without

the prior written consent of the other Party.

13. CHOICE OF GOVERNING LAW AND ARBITRATION

13.1 This Agreement is to be governed by and construed in accordance with the laws of the country where Seller

is incorporated, without regard to its conflict of law rules. The Parties expressly agree that the provisions

of the United Nations Convention on Contracts for the International Sale of Goods (CISG) will not apply to

this Agreement.

13.2 Any and all disputes, differences or questions arising out of or in connection with this Agreement shall be

finally settled under the Rules of Arbitration of the International Chamber of Commerce. The arbitral

proceedings shall be conducted in the English language and shall take place a t P a r i s ( F r a n c e ) .

All awards are binding upon the Parties and may if necessary be enforced by any court having

jurisdiction in the same manner as a judgment in such court.

13.3 Nothing in this Agreement shall be construed or interpreted as a limitation on either Party's right for

seeking any interim or final injunctive or other equitable relief by a court of competent jurisdiction.

13.4 The Parties undertake and agree that all arbitral proceedings conducted under this Agreement shall be

kept strictly confidential, and all information, documentation, materials in whatever form disclosed in the

course of such arbitral proceeding shall be used solely for the purpose of those proceedings,

14. GENERAL

14.1 This Agreement shall remain in full force and effect as to any stipulations, obligations and conditions which

shall not have been performed and which remain to be performed notwithstanding Payment Date.

14.2 Waiver

A waiver of a breach or default under this Agreement shall not be a waiver of any subsequent default.

Failure of Seller to enforce compliance with any term or condition hereof shall not constitute a waiver of

such term or condition.

14.3 No licenses

No license under any intellectual property right of Seller is granted herein.

Starnberg, 22nd May, 2017

more than 200 lots video, audio, and general test …...b11, sm-b12 gre049 rohde&schwarz smiq 02...

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