General Terms and Conditions

1. OFFER, QUOTATION, ACKNOWLEDGEMENT OR CONFIRMATION
   These terms and conditions shall apply to all quotations, offers, purchase orders, acceptances, acknowledgements or confirmations between TPO and Customers. Unless otherwise explicitly agreed in writing by TPO, any and all pre-printed terms and conditions or documents provided by Customer shall not be binding on TPO. Except otherwise stated in the Offer, TPO’s Offers are open for acceptance within thirty (30) days and may be withdrawn or revoked by TPO at any time prior to the receipt of the Customer’s acceptance by TPO. Any reschedule or cancellation of the purchase order shall be subject to TPO’s written consent.
2. PRODUCT, PRICING, AND QUANTITIES
   The Products shall be purchased in the quantities and at the prices specified in TPO’s’ Offer or Confirmations. The Prices do not include any taxes, duties or similar levies, which will be further added by TPO under applicable laws. The quantity of the Products shall be integer required by TPO for delivering and packaging purpose. In the event of shortages TPO may adjust the amounts of Products among its customers after consultation with such Customers.
3. PAYMENT
   Net payment is due at the date specified in the invoice. All payments shall be made to the address designated by TPO. No discount or reduction from the payment is allowed. Overdue interest rate will be 1% per month or the applicable statutory rate, whichever is higher, from the due date until payment in full. TPO has the right to suspend, delay, refuse, or cancel any credit, delivery or any other performance by TPO at any time if the Customer’s financial condition does not justify production or delivery on the above payment terms.
4. DELIVERY AND ACCEPTANCE
   The Products shall be delivered EXWORKS (Incoterms 2000) unless otherwise agreed in writing by TPO. Delivery dates communicated or acknowledged by TPO are approximate only, and TPO shall not be liable for Customer because of any delivery made within a reasonable time before or after the stated delivery date. If Customer fails to take delivery, then TPO may deliver the Products in consignment at Customer’s costs and expenses. In the event of any damages to the Product package or deviation of the quantities from the packaging list, Customer shall inform TPO in writing, together with the forwarder’s certificate and the photos of such damages or deviation within one (1) day upon the Products’ arrival at the destination. Customer shall complete acceptance procedure and inform TPO of any quality issue within seven (7) days upon receipt of the delivery. The Products will be deemed to be accepted by Customer if such Customer fails to initiate the above-mentioned process.
5. LIMITED WARRANTY AND DISCLAIMER
   Except for otherwise agreed in writing or prescribed under mandatory and applicable laws, TPO only warrants that, for a period of twelve (12) months from the date of shipment from TPO’s Delivery Point, the Products delivered hereunder shall substantially meet the Specifications. If during the-above-mentioned period, TPO is notified promptly in writing, with detailed description, upon discovery of any failure to meet the Specifications attributable to TPO, after TPO’s confirmation of such failure, TPO agrees to replace the Products under TPO’s RMA Procedure. Any return of the products by Customer without following such Procedure will be rejected by TPO. The express warranty granted above shall extend directly to Customer and not to Customer’s customers, agents or representatives. Except for warranty of title, the express warranty granted above is in lieu of all other warranties, whether express or implied, including without limitation any implied warranties of fitness for a particular purpose, merchantability, or non-infringement of intellectual property rights. All other warranties are hereby specifically disclaimed by TPO.
6. LIMITATION OF LIABILITY
   In no event shall TPO be liable to Customer for any indirect, incidental, punitive, special or consequential damages (including lost profits or lost savings) whether or not such damages are based on infringement, tort, warranty, contract or any other legal theory- even if such party has been advised, or is aware, of the possibility of such damages. In no event shall TPO be liable for excess procurement costs and rework charges. TPO shall have no obligations for breach of warranty if the alleged non-conformance is found to have occurred as a result of environmental or stress testing, misuse, neglect, improper installation, or accident or as a result of improper repair, alteration, modification, storage, transportation or improper handling. TPO shall not be liable for any failure or delay in performance caused by Force Majeure. TPO’s Products are not designed for use in medical, military, aircraft, space or life support equipment or other application where failure or malfunction of a TPO’s product can reasonably be expected to result in a personal injury, death or severe property or environment damage. TPO’s customers using or selling TPO’s Products for such uses shall be using or selling the Products at their own risk and agree to fully indemnify TPO for any damages resulting from such use or sale.
7. CONFIDENTIALITY
   Customer acknowledges that all technical, commercial and financial data disclosed to Customer by TPO is confidential information of TPO an/ or its affiliates. Customer shall not disclose any such confidential information to any third party and shall not use any such confidential information for any purpose other than as agreed by the parties and in conformance with the Product transaction contemplated herein.
8. PRODUCT AND PRODUCTION CHANGE
   TPO shall have the right to make Product and/or production changes after consultation with Customers. In such event TPO represents that said changes shall not negatively affect form, fit or function of the Products and their performance and characteristics.
9. DISCONTINUATION OF PRODUCT
   TPO reserves the right to discontinue manufacturing and sale of Products at any time. If however at any time during the term of an Agreement under which TPO sells and Customer purchases on a regular basis Products, such regularly sold and purchased Products are to be permanently discontinued (“Discontinued Product”), TPO shall use its reasonable commercial efforts to give Customer prior written notice of such discontinuance and shall use reasonable commercial efforts to accept orders for such Discontinued Product all in accordance with TPO’s product discontinuation process and general information related thereto.
10. INTELLECTUAL PROPERTY RIGHTS
    All intellectual property rights covering Products including without limitation any and all software and/or documentation or data included in, with or comprising Products, and all ownership rights in and to such intellectual property rights, software, documentation and data, shall remain solely and exclusively with TPO or its third party suppliers, whether or not it was developed specifically for the Customer. No rights or licenses are granted, or implied by estoppel or otherwise, under any intellectual property rights of TPO and/or its Affiliates or any intellectual property residing in the Products, including without limitation, software and/or documentation or any data furnished by TPO, except for the license under any of TPO’s and/or its Affiliates’ intellectual property rights to use and resell Products sold by TPO to Customer subject to the provisions set forth herein. The term” Affiliate” shall mean any entity or other person which, directly on indirectly, controls, is controlled by or is under common control with TPO. Customer shall indemnify TPO and its Affiliates against and hold TPO and its Affiliates harmless from any damage or costs arising from or in connection with any violation or breach of the provisions of this Article 8 and Customer shall reimburse all costs and expenses incurred by TPO and/or its Affiliates in defending any claim, demand, suit or proceeding arising from or in connection with such violation or breach.
11. MISCELLANEOUS
    Customer hereto represents to TPO that it its duly authorized to enter into the Product transaction. Customer shall not assign any rights or obligations without the prior written consent of TPO. TPO reserves the right to make any amendments, modifications or changes to the Terms and Conditions at any time. The Parties hereto intend to establish a relationship of Customer and seller and as such are independent contractors with neither party having authority as an agent or legal representative of the other to create any obligation, express or implied, on behalf of the other. No revision, amendment, modification or change to the Terms and Conditions by Customer will be valid and effective without prior consent of TPO. The Terms and Conditions shall be governed by and construed in accordance with the laws of Taiwan without reference to its conflict laws and principles and the United Nations Convention on Contracts for the International Sale of Goods shall not apply. The disputes between the Parties in relation to the Terms and Conditions shall be finally submitted to and settled by the competent courts of the jurisdictions where TPO has subsidiaries and affiliates.