Supplier Terms and Conditions for TPO Purchase Orders

1. Supplier Terms and Conditions
   The Supplier Terms and Conditions ("GTC") shall constitute all of the terms and conditions between TPO and your company (hereafter referred to as "Supplier") with respect to the purchase by TPO and sale by Supplier of goods, products and/or services ("Products") unless specifically agreed otherwise in writing by both parties. This GTC shall also govern and form an integral part of all agreements entered into and for all purchase orders placed by TPO for the supply of Products by Supplier. Any changes in these terms and/or the Agreement must be specifically agreed to by TPO in writing. Unless otherwise explicitly agreed in writing by TPO, any and all pre-printed terms and conditions or documents provided by Customer shall not bind TPO. Supplier shall be deemed to accept the GTC upon its written acceptance or confirmation of the Purchaser Order issued by TPO.
2. Delivery
   All Products shall be delivered to TPO by Supplier on Delivery Duty Paid ("DDP") basis (Incoterms 2000) and unless otherwise agreed by both parties in writing, risk and title to the Products shall pass to TPO upon such delivery. Except for obtaining TPO's prior written approval, in no event shall Supplier make Product deliveries before the scheduled delivery date(s) and TPO shall not be liable for any cost or expense arising out or in connection with the production, installation, assembly, commissioning or any other work with respect to such Products unless expressly agreed by TPO. Supplier shall provide sufficient and adequate manners regarding packing, marking and shipping the Products.
   "Delivery On Time" is of the essence of Supplier's obligations under this GTC. In the event that Supplier anticipates any difficulty in complying with any scheduled delivery date for any reason, Supplier shall promptly notify TPO in writing and seek any and all possible manners and remedies against such non-compliance. TPO shall have the right to claim remedies from Supplier for such non-compliance, even cancel such Purchase Order.
   In the event there is any software included in the Products or as a part of the Product, including without limitation device drivers, firmware and any necessary software for the proper operation and support of the Products (collectively" Software"), TPO will be granted a perpetual, non-exclusive, non-transferable, irrevocable, royalty-fee, worldwide right and license to use, reproduce, prepare derivative works of and distribute the Software in connection with TPO's distribution and support of the Products. Supplier agrees to provide all updates and modifications to the Software to TPO during the term of the purchase and sale of the Products without additional charges and/or cost to TPO.
3. Performance of the Products
   The Products supplied to TPO by Supplier shall comply with all applicable quality and certification standards and quality requirements provided by TPO. The Products delivered by Supplier shall, at the time of delivery and for a period of thirty six (36) months or any other agreed warranty period thereafter ("Warranty Period"), be new, free from defects in design, quality, construction, manufacture, material and workmanship and shall conform to the agreed Specifications, approved prototypes, industry standards, and all other requirements and be suitable for the intended purpose. Furthermore, the Products supplied by Supplier shall not contain any restricted substances and shall not contain any hazardous and/or relevant substances pursuant to applicable laws and regulations. In the event that the Products delivered by Supplier fail to comply the requirements under the GTC or rejected by TPO, TPO shall be entitled to, at its sole discretion, require Supplier to replace the rejected Products at no additional cost to TPO within the period designated by TPO. It is agreed that costs connected with rejection, such as Product replacement, the returning of rejected Products and forwarding of such replaced Products, shall be borne by Supplier.
4. Price
   Supplier agrees to provide the most favored price to TPO. The Prices are inclusive of all taxes and duties except to the extent the same are to be borne by TPO pursuant to the applicable INCOTERMS. All such taxes and duties deemed included in the price shall be borne by Supplier. License fees for Software, if any, shall be included in the purchase price or any other amounts payable under the GTC. TPO shall be entitled to monthly service charges of 1% per month for any past due amounts owed by Supplier.
5. Invoice and Payment
   Supplier's invoice shall be issued on the date of the bill of lading /shipping with at least following information: (a) Reference to the Purchase Order; (b) Description of Products, unit price, and total price; (c) Actual delivery date; and (d) Other miscellaneous information that may be required. Unless otherwise agreed by both Parties in writing, the payment of the invoice will be ninety (90) calendar days of the invoice date.
6. Inspection
   TPO may (but is not obliged to) inspect or randomly inspect the delivered Products at its destination within sixty (60) days after the receipt of such Products.
7. Warranty
   Supplier warrants that it has the full rights and authority to supply the Products to TPO. Supplier further warrants to TPO that the products supplied hereunder will be free from epidemic defects, and be free and clear of any encumbrances.
8. Intellectual Property Right
   Supplier hereby warrants and represents that the Products do not infringe any intellectual property right of any third party, including but not limited to patents, copyrights, trademark, mask work, trade secret or other proprietary right. Supplier agrees to, at Supplier's sole expense, indemnify, protect, defend and hold harmless TPO, its parents, subsidiaries, affiliates and their respective directors, officers, employees, agents, representatives, assigns, subcontractors, and customers against any and all damages, costs, losses, claims, actions, suits, demands, liabilities, fines and expenses (including without limitation attorneys' fees) which may be brought against TPO or its agents, distributors, customers or other vendors based on a claim or allegation of infringement of any patent, copyright, mask work, trademark, trade secret or other intellectual property right of a third party as a result of TPO's use (including but not limited to installation of the Products into TPO's products), offer for sale, or sale of the Products provided by Supplier. TPO agrees to notify Supplier of the claim or suit promptly upon its knowledge of such claim or suit. TPO will, at its discretion, provide Supplier with all reasonable assistance, relevant documentary and testimonial evidence. Supplier agrees to keep the TPO informed regarding the status of its defense of the claim or suit. Supplier shall not make any settlement, which is binding on TPO without TPO's prior written consent. In the event that the use, sale, offer for sale, or installation of any portion of the Products is enjoined, or is believed by TPO to infringe an intellectual property right, Supplier shall immediately, (a) modify such Products (in a manner reasonably acceptable to TPO ) to be non-infringing while maintaining equivalent or superior functionality, (b) obtain for TPO a license (at no additional expense of TPO ) to continue to use such Product, or ( c) replace such Product with non-infringing Products of equivalent or superior functionality. If none of the foregoing alternatives is available on terms, which are acceptable to TPO , then TPO may return all or any part of the Products at TPO 's sole option, for no less than a full refund of the prices and fees paid under the Purchase Order .
9. Consequential Damages
   In no event shall Supplier be entitled to loss of profits, revenue, goodwill or production downtime, or indirect, special, incidental or consequential damages evenif TPO is advised of the same.
10. Confidentiality
    The information with respect to the purchase and sales of the Products shall be treated as confidential by Supplier ("Confidential Information"). Supplier agrees to hold TPO's Confidential Information in confidence, not to disclose such Confidential Information to third parties without TPO's prior written consent, and to disclose such Confidential Information only to its employees and contractors with a need to know such Confidential Information and who have the obligations of confidentiality not to use such Confidential Information for any purpose except as expressly permitted hereunder. Supplier agrees to take reasonable steps using at least the same degree of care that it uses to protect its own Confidential Information, but no less than reasonable care, to protect TPO's Confidential Information to ensure that such Confidential Information is not disclosed, distributed or used in violation of the provisions of this GTC. Upon receipt of TPO's written request for the return of Confidential Information, all of the Confidential Information and all copies thereof in Supplier's possession or control shall be returned to TPO or destroyed with submitting certificate by Supplier.
11. Compliance with Law
    Supplier shall comply with all applicable rules, regulations and laws, now and hereafter in effect, in the manufacture and sale of the Products, including but not limited to such matters as environmental, export control and safety laws in the territories in which Supplier performs its obligations under GTC.
12. Subcontracting and Assignment
    Unless otherwise expressly agreed by TPO, in no event shall Supplier assign, delegate, transfer or otherwise subcontract any of its rights or obligations under the Purchaser Order and the GTC. Any attempted assignment or delegation in violation of this section shall be void.
13. Miscellaneous
    No waiver by TPO of any branch of the GTC shall be effective unless it is in writing and no failure or delay by TPO in enforcing any provision of the GTC or in exercising any right, power or privilege hereunder shall operate as a waiver thereof. TPO reserves the right, at its own discretion, to make any amendments, modifications or changes to this GTC at any time. The GTC shall be governed by the laws of Taiwan, Republic of China, without reference to its conflicts of law principles. Furthermore, the United Nations Convention on Contracts for the International Sale of Goods shall not apply to this GTC. The parties hereby consent to the exclusive jurisdiction of the Hsinchu District Court in the Republic of China. In the event that any provision(s) of the GTC shall be held invalid or unenforceable by a court of competent jurisdiction or by any future legislative or administrative action, such holding or action shall not negate the validity or enforceability of any other provisions hereof.