TERMS AND CONDITIONS OF SALE
(11/22)

Apply to China

The buyer (“Buyer”) and TE Connectivity HK Limited or its affiliates and/or subsidiaries which sells the Buyer the goods(“Seller”) have reviewed and understood all clauses of this T&C, and are willing to be bound by such T&C. The T&C shall comeinto effect upon acceptance of relevant PO. Except as otherwise agreed in writing by Buyer and Seller, the following terms andconditions (“Agreement”) will apply to all orders received and all sales made by Seller.
1.

GENERAL: The terms and conditions set forth herein as well as any terms and conditions printed on the face of
Seller’s order acknowledgment constitute the sole and entire agreement between Seller and Buyer of goods and/or
services from Seller with respect to the subject matter hereof. Any term or condition in any printed form of Buyer,
including but not limited to any order, confirmation or other document, which is in any way inconsistent with or in
addition to the terms and conditions hereof is hereby expressly rejected, and Seller’s acceptance of any offer or order of
Buyer is hereby expressly made in reliance on Buyer’s assent to all terms and conditions hereof. If Buyer objects to anyof the terms or conditions hereof, such objection must be made in writing and received by Seller within ten (10) calendar
days after placing a purchase order. Failure to so object shall be conclusively deemed to be acceptance of the terms andconditions hereof even if Buyer or Seller have not signed or chopped this Agreement. Seller’s failure to object to any
term or condition in any oral or written communication from Buyer, whether delivered before or after the date hereof,
shall not constitute an acceptance thereof or a waiver of any term or condition hereof. Electronic commerce transactions
between Buyer and Seller will be solely governed by this Agreement. Buyer acknowledges that any terms andconditions on Buyer’s internet site will be null and void and of no legal effect on Seller. All correspondence pertaining
to this Agreement, or to any of the terms and conditions covered by this Agreement, will be in the English language
and/or Chinese language (if necessary). All goods under this Agreement (“Products”) will be provided pursuant toSeller’s part numbers.

2.

TAXES: Except as otherwise expressly stated herein, the prices do not include sales tax, business tax, value-added tax,
and/or other similar taxes applicable to the Products or services involved in this transaction. All such taxes shall be paid
by Buyer, unless Buyer provides Seller with evidence satisfactory to Seller of exemption from such taxes. When Seller isrequired by the applicable laws or regulations to collect such taxes, Seller shall be entitled to add such taxes to the saleprice of the goods or services.

3.

PRICES: The sale price(s) for the Products delivered hereunder are accepted as stated on Seller’s orderacknowledgment and will include the cost of Seller’s usual factory tests and inspections. The prices set forth herein are
not subject to trade or other discounts. All quotations of Seller expire thirty (30) calendar days from the date of theissuance of them. The price to Buyer for any Products shall be the applicable published price or valid quote in effect at
the time of order entry. All prices are subject to change without notice and may be subject to any increase which may bein effect on the date of shipment. Except as otherwise expressly stated herein, any service calls or other service work
performed by Seller shall be at Buyer’s expense in accordance with Seller’s standard rates for such services. Buyer
acknowledges that the pricing of the Products and services and the other terms of this Agreement have been set based on
the sections of this Agreement providing for an agreed allocation of the risk for any defective Products or services
between the parties. Buyer further acknowledges that the pricing and terms would have been different if there had beena different allocation of the risk.

4.

DELIVERY, TITLE PASSAGE AND INSURANCE:(a) Delivery. Delivery or shipping dates are approximate only and merely represent Seller’s best estimate of the timerequired to make delivery or shipment. Time is not of the essence with respect to the transaction(s) covered by thisAgreement, except with respect to Buyer’s obligation to make all related payments. Seller’s obligations hereunder will
be dependent upon Seller’s ability to obtain the necessary raw materials. Seller will not be liable for any loss or expense(incidental, indirect, economic, consequential or otherwise) incurred by Buyer as a result of any delay in delivery for any
reason other than arbitrary refusal by Seller to perform. Seller reserves the right to make partial deliveries and ship
approximately forty (40) calendar days in advance of shipping date. Lead time on orders and rescheduling are governed
at Seller’s discretion.
(b) Title Passage for Sales. Except as otherwise expressly stated herein, all deliveries hereunder will be EX-Works
Seller’s plant via a carrier selected by Buyer at its option, or otherwise by Seller, freight collect, to Buyer and will bepacked in Seller’s standard commercial shipping packages. In all such cases title and risk of loss or damage will pass to
Buyer upon Seller’s delivery of the Products to the carrier for shipment to Buyer and no loss or damage will relieve
Buyer of any obligation hereunder, including payment for lost or damaged Products. Charges for shipping may notreflect net transportation costs paid by Seller. Buyer shall reimburse Seller for any and all costs of storage incurred bySeller after the date that Seller is prepared to make shipment.

TERMS AND CONDITIONS OF SALE
(11/22)

Apply to China(c) Insurance. Buyer will pay, or reimburse Seller for, all insurance on the Products. Any insurance proceeds collectedby Buyer for Seller’s account will be promptly remitted to Seller. Any insurance policies purchased, whether by Buyer
or Seller, will be for the benefit of Seller, whether or not Seller is named as an insured in such policies, until title and riskof loss or damage to the Products pass to Buyer. Where possible, all insurance policies will provide that they are for the
benefit of Seller and Buyer “as their interests may appear.”
5.

BUYER’S FINANCIAL CONDITION: This Agreement and all shipments made hereunder shall at all times be
subject to the approval by Seller of Buyer’s financial condition. If the financial condition of Buyer at any time becomesunsatisfactory to Seller, in Seller’s sole discretion, or if Buyer fails to make any payment when due, in addition to any
other rights Seller may have, Seller may defer or decline to make any shipment or shipments hereunder or may condition
any such shipment upon receipt of satisfactory security or cash payments in advance, and Seller shall not be liable for thedelay or cancellation of any shipment.

6.

PAYMENT TERMS: Except as otherwise expressly stated herein, Seller shall invoice Buyer at the time of shipment ofeach installment on payment terms in advance, except where open account credit is established and maintained toSeller’s satisfaction, in which case payment terms shall be net thirty (30) calendar days from date of shipment. Buyer
shall make all payments as provided herein without regard to whether Buyer has made or may make any inspection or
use of any Products. No discounts or setoffs shall be made by Buyer against any invoices unless approved in advance bySeller. Any invoiced amount which is not paid when due may bear interest at the rate of one and one-half percent(1-1/2%) per month or the highest rate then permitted by the applicable law of this Agreement, whichever is less, until
paid in full. Seller reserves the right to exercise any of its lawful remedies if Buyer does not make payments when due.
Buyer shall promptly reimburse Seller for all costs and expenses, including reasonable attorneys’ fees, incurred by Sellerin collecting sums due it hereunder.

7.

SECURITY INTEREST: Buyer hereby grants to Seller a security interest in all Products and all proceeds and products
thereof until all amounts due or to become due hereunder have been paid. Any repossession and removal of Products
shall be without prejudice to any of Seller’s other remedies at the applicable law of this Agreement. Buyer agrees, at any
time and without further consideration, to do or cause to be done, executed and delivered, all such further acts andinstruments (including without limitation financing statements appropriate for filing) as Seller may reasonably request inorder to perfect Seller’s security interest.

8.

FORCE MAJEURE: Seller shall not be liable for delay in performance or nonperformance of any of its obligations
hereunder, in whole or in part, if such performance is rendered impracticable by the occurrence of any contingency orcondition beyond the control of either Seller or Seller’s suppliers, including without limitation war, sabotage, embargo,riot, terrorism, or other civil commotion, failure or delay in transportation, act of any government or any court oradministrative agency thereof (whether or not such action proves to be invalid), strike, accident, fire, explosion, flood,earthquake or other casualty, shortage of labor, fuel, energy, raw materials or machinery or technical failure. If any suchcontingency or condition occurs, Seller may allocate production and deliveries in any reasonable manner and may
include in such allocation any regular customers, whether or not then under contract, and Seller’s own requirements. If,
as a result of any such contingency, Seller’s performance is delayed by more than six (6) months, the prices set forth
herein shall be subject to appropriate adjustment by Seller.

9.

LIMITED WARRANTY; SUITABILITY(a) Except as otherwise stated herein or in an order acknowledgment delivered to Buyer, Seller warrants to Buyer that
the Products (1) shall be free of defects in materials and workmanship for the periods set forth below (each a “Warranty
Period”) from date of shipment to Buyer; and (2) shall be free of liens and encumbrances when shipped to Buyer. If
Seller agrees in writing to provide and does provide system design, drawings, technical advice, or any other services to
Buyer in connection with Products, then Seller further warrants to Buyer during the applicable Warranty Period that suchservices shall be undertaken in accordance with Seller’s reasonable technical judgment based on Seller’s understandingof pertinent technical data as of the date of performance of such services. Seller’s warranties will not apply to any
Product with respect to which there has been (i) improper installation or testing, (ii) failure to provide a suitable
operating environment, (iii) use of the Product for purposes other than that for which it was designed, (iv) failure tomonitor or operate the Product in accordance with applicable Seller specifications and good industry practice, (v)unauthorized attachment or removal or alteration of any part of the Product, (vi) unusual mechanical, physical orelectrical stress, (vii) modifications or repairs done by other than Seller, (viii) mishandling during shipment of the
Product; or (ix)any other abuse, misuse, neglect or accident. In no circumstance shall Seller have any liability or
obligation with respect to expenses, liabilities or losses associated with the installation or removal of any Product or the
installation or removal of any components for inspection, testing or redesign occasioned by any defect or by repair or
replacement of a Product. Application Equipment, spare parts and hand tools ordered or supplied hereunder may containTERMS AND CONDITIONS OF SALE
(11/22)

Apply to China

used parts and/or be reconditioned.
Products
Application equipment, including machinery, applicators, and all original
parts thereof, except for expendable parts.
Hand tools and expendable parts (i.e., those parts designed by SELLER as
spare parts, spare tooling, recommended spares, perishable tooling,
wearable tooling, and the like)
Undercarpet products (but this applies only to individual components or toUndercarpet Systems assembled exclusively with Seller components and inaccordance with applicable Seller Instruction Sheets)
Replacement Parts
Raychem Circuit Protection Products
Cable Assemblies
CIID and Kilovac Products
Corcom Filters
Hartman Products
KISSLING-Products
ALR Photocontrols 6000
ALR Photocontrols AA, AT, PT, SPT, TL, SC, MC, NS, 1000, 2000,
2100, 3000, 3100, 6100, SST,
D2, LM-1000
ALR Photocontrols LC, BF, M
ALR Photocontrols PL-S, OLC
Photocontrol Accessories AM, AMR, DPO, US-30 Starter, Lumatester
Photocontrols-Exit Sign Retrofit- LED T-Lamp
Photocontrols- Time Controls, TC-100, TC-100R & PC-100R, FC
Data and Devices External Antennas
All other products and/or services

Warranty Periods
1 year90 days
2 years
Applicable period for replaced parts
180 days
1 year
1 year
1 year
18 months
2 years
8 years
6 Years
3 Years
2 Years
2 Years
25 Years
1 Year
1 Year90 days(b) Buyer shall notify Seller in writing promptly (and in no case later than thirty (30) calendar days after discovery) of
the failure of any Product to conform to the warranty set forth above, shall describe in commercially reasonable detail insuch notice the symptoms associated with such failure, and shall provide to Seller the opportunity to inspect such
Products as installed, if possible. The notice must be received by Seller during the Warranty Period for such Product.
Unless otherwise directed in writing by Seller, within thirty (30) calendar days after submitting such notice, Buyer shallpackage the allegedly defective Product in its original shipping carton(s) or a functional equivalent and shall ship it to
Seller.
(c) Within a reasonable time after receipt of the allegedly defective Products and verification by Seller that the Products
fail to meet the warranty set forth above, Seller shall correct such failure by, at Seller’s option, either (i) modifying or
repairing the Products or (ii) replacing the Products. Such modification, repair or replacement and the return shipment of
the Products with minimum insurance to Buyer shall be at Seller’s expense. Buyer shall bear the risk of loss or damage intransit, and may insure the Products. Buyer shall reimburse Seller for transportation costs incurred for Products returned
but found by Seller not to be defective. Modification or repair of Products may, at Seller’s option, take place either atSeller’s facilities or at Buyer’s premises. If Seller is unable to modify, repair or replace Products to conform to thewarranty set forth above, then Seller shall, at Seller’s option, either refund to Buyer or credit to Buyer’s account thepurchase price of the Products less depreciation calculated on a straight-line basis over Seller’s stated Warranty Period.
THESE REMEDIES SHALL BE BUYER’S EXCLUSIVE REMEDIES FOR BREACH OF WARRANTY.
(d) EXCEPT FOR THE EXPRESS WARRANTY SET FORTH ABOVE, SELLER MAKES NO OTHER
REPRESENTATIONS, OR WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE,REGARDING THE PRODUCTS, THEIR FITNESS FOR ANY PURPOSE, THEIR QUALITY, THEIRMERCHANTABILITY, THEIR NONINFRINGEMENT, OR OTHERWISE. NO EMPLOYEE OF SELLER OR ANYOTHER PARTY IS AUTHORIZED TO MAKE ANY OTHER REPRESENTATIONS, WARRANTIES, OR
CONDITIONS FOR THE PRODUCTS OTHER THAN THE WARRANTY SET FORTH HEREIN. SELLER’S
LIABILITY UNDER THE WARRANTY SHALL BE LIMITED TO A REFUND OF THE PURCHASE PRICE OF
THE PRODUCT. IN NO EVENT SHALL SELLER BE LIABLE FOR THE COST OF PROCUREMENT OR
INSTALLATION OF SUBSTITUTE GOODS BY BUYER OR FOR ANY SPECIAL, CONSEQUENTIAL,
INDIRECT OR INCIDENTAL DAMAGES.
(e) Buyer assumes the risk and agrees to indemnify Seller against and hold Seller harmless from all liability relating to (i)TERMS AND CONDITIONS OF SALE
(11/22)

Apply to China

assessing the suitability for Buyer’s intended use of the Products and of any system design or drawing and (ii)determining the compliance of Buyer’s use of the Products with applicable laws, regulations, codes and standards. Buyer
retains and accepts full responsibility for all warranty and other claims relating to, or arising from, Buyer’s products
which include or incorporate Products or components manufactured or supplied by Seller. Buyer is solely responsible
for any and all representations and warranties regarding the products made or authorized by Buyer. Buyer will indemnify
Seller and hold Seller harmless from any liability, claims, loss, cost or expenses (including reasonable legal fees)
attributable to Buyer’s products or representations or warranties concerning same.
10.

LIMITATION OF LIABILITY AND INDEMNITY:NOTWITHSTANDING ANY OTHER PROVISION HEREIN OR IN ANY OTHER DOCUMENT ORCOMMUNICATION, (A) SELLER’S LIABILITY AND OBLIGATIONS WITH RESPECT TO ANY CLAIM(S)RESULTING OR ARISING FROM OR RELATING TO THIS AGREEMENT, WHETHER IN CONTRACT, STRICTLIABILITY, TORT OR OTHERWISE, AND EVEN IF BUYER’S EXCLUSIVE REMEDY FAILS OF ITSESSENTIAL PURPOSE, SHALL NOT IN EVENT EXCEED IN THE AGGREGATE THE TOTAL PURCHASE
PRICE RECEIVED BY SELLER FOR THE PRODUCTS (OR, IN THE CASE OF OBLIGATIONS ARISING FROMOR RELATING TO PARTICULAR PRODUCTS OR SERVICES RENDERED IN CONNECTION HEREWITH,
THE PURCHASE PRICE OF SUCH PRODUCTS OR AMOUNT RECEIVED BY SELLER FOR SUCH SERVICES,RESPECTIVELY), AND (B) SELLER SHALL IN NO EVENT BE LIABLE TO BUYER OR ANY OTHER PERSONOR ENTITY, WHETHER IN CONTRACT, STRICT LIABILITY, TORT OR OTHERWISE, FOR SPECIAL, IN
DIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, OR CLAIMS OF ANY THIRDPARTIES. BY ACCEPTING DELIVERY OF THE PRODUCTS ORDERED, BUYER AGREES THAT IT
INDEMNIFIES AND HOLDS HARMLESS SELLER FROM AND AGAINST ALL CLAIMS, LOSS, DAMAGE
AND LIABILITY, INCLUDING WITHOUT LIMITATION FOR PERSONAL INJURY, PROPERTY DAMAGE OR
COMMERCIAL LOSS OF WHATEVER KIND, DIRECTLY OR INDIRECTLY ARISING FROM OR RELATING
TO THE HAZARDS INHERENT IN BUYER’S FACILITIES OR ACTIVITIES.

11.

MEDICAL APPLICATIONS: In connection with any anticipated use of Products by Buyer in medical applications,
except for Seller’s Precision Interconnect Products, Buyer acknowledges and agrees that:(a) Seller’s Products are manufactured under normal industrial conditions, which may not satisfy the requirements
applicable to products manufactured for certain medical applications. It is the sole responsibility of persons
contemplating medical uses of Seller’s Products to comply with all applicable laws, regulations, codes and standards,
including but not limited to the relevant PRC laws and regulations, and the laws and regulations of any country into
which Buyer may sell any goods that incorporate Seller’s Products, in respect of thefood, drug and cosmetic andregulations of the food and drug administration. Seller’s Products have not been designed, manufactured, tested or
qualified for use in certain medical applications (including life support systems) and Seller has not sought or received
any rulings from the relevant government agency as to the safety, effectiveness or appropriateness of its Products forsuch applications. Persons intending to evaluate or to use Seller’s Products for medical purposes must rely on their own
medical and legal judgment without any representation on Seller’s part.
(b) Buyer will indemnify, defend, and hold harmless Seller and its officers, directors, employees, agents, and contractors
from and against any and all losses, claims, damages, liabilities, and expenses (including reasonable attorneys’ fees)
arising out of or based upon any bodily injury or property damage arising from Buyer’s incorporation of Products as partof any product made by Buyer for medical applications, including without limitation cardiac pacemakers, defibrillators,
electrodes, leads, and programmers, and components therefore. Seller shall give Buyer written notice of any such claim
and shall cooperate in the defense of such claim at Buyer’s expense.

12.

ACCEPTANCE; RETURNS: Buyer shall inspect Products promptly upon their receipt. Unless Buyer notifies Seller
in writing within thirty (30) calendar days after the receipt of Products or the rendering of services that the Products orservices are nonconforming, describing the nonconformity in commercially reasonable detail, Buyer shall be deemed tohave accepted the Products or services and have acknowledged that such Products or services comply with any or all
requirements under this Agreement. Acceptance as aforesaid shall constitute acknowledgment of full performance bySeller of all its obligations hereunder. No Products delivered and accepted under this Agreement are subject to returns
except upon (a) written approval of Seller and (b) payment of a fair and equitable restocking charge as determined bySeller’s restocking charge policy at the time of return.

13.

PATENTS: Seller agrees to settle or defend any suit or proceeding brought against Buyer insofar as such suit orproceeding is based on a claim that any Product constitutes direct infringement of any issued PRC patent. Seller shall
pay all damages and costs finally awarded therein against Buyer, provided Seller is informed by Buyer in writing withinTERMS AND CONDITIONS OF SALE
(11/22)

Apply to Chinaten (10) calendar days after receipt by Buyer and furnished a copy of each communication, notice or other action
relating to the alleged infringement and is given all authority (including the right to exclusive control of the defense ofany suit or proceeding), information and assistance necessary to settle or defend such suit or proceeding. In the event
such Product or any part thereof is, in such suit, held to constitute infringement and the use of such Product or part
thereof is enjoined, Seller shall, by its own election and at its own expense, either (a) procure for Buyer the right tocontinue using such Product, or modify it so that it becomes non-infringing, or (b) remove such Product, or part thereof,
and grant Buyer a credit thereon and accept its return. Seller shall not be obligated to settle or defend any suit orproceeding, or be liable for any costs or damages, if the Buyer is in breach of any term herein or the alleged infringementarises out of compliance with Buyer’s specifications or any addition to or modification of the Product after delivery
thereof or from use of the Product or any part thereof in conjunction with other goods or in the practice of a process.
Seller’s obligations hereunder shall not apply to any alleged infringement occurring after Buyer has received notice ofsuch alleged infringement unless Seller thereafter gives Buyer express written consent for such continuing alleged
infringement. Seller shall not be bound in any manner by any settlement hereunder made without its prior express
written consent, NOR SHALL SELLER BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGESARISING OUT OF PATENT INFRINGEMENT. Seller’s liability hereunder shall not exceed the purchase price paid
by Buyer for the allegedly infringing Product. If infringement is alleged prior to completion of delivery of a Product,
Seller may decline to make further shipments without being in breach of this Agreement. THE FOREGOING STATESTHE SOLE AND EXCLUSIVE LIABILITY OF SELLER FOR PATENT INFRINGEMENT AND IS IN LIEU OF
ANY AND ALL REPRESENTATIONS, WARRANTIES, OR CONDITIONS EXPRESS OR IMPLIED, IN
REGARD THERETO. Buyer agrees, at its expense, to settle or defend and to pay costs and damages finally awarded inany suit or proceeding against Seller based on an allegation that any Product furnished hereunder according to designs
or specifications furnished by Buyer infringes any patent, provided Buyer is promptly notified in writing of such suit orproceeding and is given all authority (including the right to exclusive control of the defense of any suit or proceeding),
information and assistance necessary to defend or settle any such suit or proceeding.
14.

PROPERTY FURNISHED BY BUYER: If Buyer furnishes any components, tools, dies, jigs or other property,
equipment, material, or facilities to Seller in connection with the performance of this Agreement, Buyer shall bear allrisk of loss or damage with respect to such property, equipment, material, or facilities and shall indemnify and holdSeller harmless from and against all loss, cost, expense or liability arising in connection with its use of any such property,
equipment, material, or facilities. Seller shall not be responsible for any delay in performance or nonperformancehereunder or the failure of any Product to conform to applicable specifications resulting, in whole or in part, from
Seller’s use of property, equipment, material, or facilities furnished by Buyer.

15.

PROPRIETARY INFORMATION: As used herein, the term “Proprietary Information” includes any information,material or apparatus, of a confidential or proprietary nature obtained from Seller and any information obtained from
Seller which is not readily available to Seller’s competitors and which, if known by a competitor of Seller, might lessen
any competitive advantage of Seller or give such competitor a competitive advantage. Seller retains ownership of all
Proprietary Information, whether written, oral, electronic, visual, graphic, photographic, observational or otherwise, andall documentation which contains Proprietary Information. Buyer shall not disclose, duplicate or reproduce any
Proprietary Information, in whole or in part, nor shall Buyer use any Proprietary Information other than in the course of
performing its obligations hereunder. Buyer shall take all reasonable steps to prevent the disclosure, duplication or
reproduction of any Proprietary Information. Buyer shall limit access to the Proprietary Information to those employeesof Buyer with a valid need to know. Notwithstanding the foregoing, Buyer shall not be required to refrain fromdisclosing or using any Proprietary Information which has become known to Buyer if the original source of such
Proprietary Information was not Seller or any person or party affiliated with Seller or having a relationship ofconfidentiality with or an obligation of confidentiality to Seller. Upon request of Seller or termination of this Agreement,
Buyer shall immediately return any Proprietary Information provided, including all copies made by Buyer. The
confidential obligation hereof shall survive the expiration or termination of this Agreement for whatsoever reason.

16.

LEASED APPLICATION EQUIPMENT: If Buyer’s order is for leased application equipment, the following
additional conditions shall apply:
a. Seller agrees to supply to Buyer leased application equipment in accordance with conditions as stated herein for theterm set forth in the sales order acknowledgement. After expiration of the original term, the lease will continue
indefinitely thereafter (unless stated to the contrary on the face thereof) and shall be terminable at will by either Seller or
Buyer at any time on thirty (30) calendar days prior written notice.
b. The initial non-refundable preparation charge, if any, for each piece of leased application equipment is as stated inwriting from Seller or on the invoice. Initial retention charges are payable in advance on date of shipment, andTERMS AND CONDITIONS OF SALE
(11/22)

Apply to China

subsequent retention charges are payable monthly, quarterly or yearly, as requested by Buyer. Seller reserves the rightto require Buyer to pay retention charges annually, if the payment period elected by Buyer would require Seller toinvoice Buyer for amounts less than $250.00 per invoice.
c. Seller reserves the right to allocate its supply of leased application equipment among its various customers according
to its own discretion.
d. Leased application equipment delivered hereunder and all additions, replacement parts and modifications thereof
shall be and remain the sole and exclusive property of Seller. Buyer shall have no title or interest therein, but shall have
only the right to use said leased application equipment during said term in conjunction with terminals of the materials,
dimensions and forms for which the leased application equipment is designed and any such other uses or applications as
are approved by Seller. However, no license under any patent to make or have made or otherwise acquire any terminals
shall be implied or is granted.
e. Factory service, if required, is available at Seller’s rates in effect at the time of the service call. Factory charges will bebilled to Buyer for services required due to misuse or abuse of leased application equipment. Spare and replacement
parts for the leased application equipment can be purchased from Seller. Buyer shall be solely responsible for any
damage to the application equipment resulting from Buyer’s use or replacement parts not meeting Seller’s specifications.
Seller shall have the right at all times during Buyer’s business hours to inspect the application equipment.
f. The right to use the leased application equipment is limited to Buyer and said leased application equipment shall not
be assigned, sublet or in any way encumbered. Buyer shall be responsible for said leased application equipment, and in
the event this Agreement is terminated pursuant to the terms herein contained or for any cause whatsoever, Seller shallbe entitled to immediate possession of the machine(s) and/or applicator(s), and Buyer shall return each of them in goodorder and condition, reasonable wear and tear only excepted, to Seller’s designated location. Buyer will not remove,
obliterate, or deface Seller’s name tag and may not in any way modify or alter any application equipment furnishedhereunder without the prior written consent of Seller. If leased application equipment has been leased with installed
third party software, upon termination of the lease and return of the leased application equipment, Buyer shall return or
destroy (as directed by Seller) all backup, archival and diskette/CD ROM copies of the third party software. If the leased
application equipment is not returned to Seller in accordance herewith, Seller shall have and Buyer hereby grants anirrevocable license to enter by Seller’s servants or agents on any premises where said leased application equipment may
be or may be reasonably suspected to be and to take back and retain said leased application equipment.
g. If leased application equipment delivered hereunder is for demonstration only, leased application equipment is to be
returned at the end of thirty (30) calendar days commencing from the date of delivery, unless otherwise agreed inwriting, in good order and condition, freight collect to Seller’s designated location.
h. Seller shall have the right to suspend or cancel the lease contract or terminate the term leased application equipment at
any time upon Buyer making an assignment for the benefit of creditors or becoming bankrupt or insolvent, or upon apetition or voluntary assignment being filed proposing the appointment of a receiver or that Buyer be adjudicatedbankrupt or insolvent or commits a bulk sale.
i. In addition to the forgoing provisions set forth in this Section 16, all orders for leased application equipment are
subject to Seller’s Equipment Policy, as amended from time to time, which is posted at
http://www.tycoelectronics.com/aboutus/pdf/114119-1.pdf (the “Equipment Policy”). The Equipment Policy isincorporated herein by reference and shall have the same effect as if set forth herein in its entirety.
17.

CANCELLATION: Neither this Agreement nor any release hereunder is subject to cancellation by Buyer except upon(a) written request of Buyer and (b) written approval of Seller. Because Seller’s expenses related to cancelling firm
orders are dependent upon (i) Seller’s inventory carrying costs, (ii) the likelihood of Seller quickly selling the subject
Products to other buyers, (iii) Seller’s other related out-of-pocket costs, and (iv) administrative costs, Seller may charge
Buyer a cancellation fee.
CANCELLATION OF STANDARD PRODUCT: If Seller determines the Product being cancelled to be Standard
Product, Seller may charge a cancellation charge according to the (a) quantity being canceled, (b) time frame between
Buyer’s request to Seller to cancel and the order’s scheduled ship date, and (c) dollar amount of order being cancelled.
The calculation of the exact cancellation charge will be at Seller’s discretion. Any orders that constitute twenty-five
percent (25%) of the previous six (6) month usage of a particular Product will be deemed “custom” and will follow theTERMS AND CONDITIONS OF SALE
(11/22)

Apply to China

cancellation condition of Custom Product, set forth below. For the purpose hereunder, “Standard Product” refers to the
product that is designed and manufactured solely according to the standard and/or specification of the Seller and notcustomized in any respect to the requirements of the Buyer.
CANCELLATION OF CUSTOM PRODUCT: If Seller determines the Product being cancelled to be Custom
Product, as defined above, Seller may deny Buyer’s cancellation request. If Seller permits the cancellation of Custom
Product, Buyer agrees to pay Seller for all of Seller’s out-of-pocket costs associated with the cancellation of the order
including, but not limited to: (i) raw materials, (ii) work in process, (iii) inventory carrying costs, (iv) scrapping anddisposal fees, and (v) a reasonable and equitable profit for Seller, which shall not be less than twenty percent (20%) ofsuch costs. In no case will the cancellation charge be less than Seller’s actual costs (including overhead and otherindirect costs). The amount of cancellation charge to be charged to Buyer shall be determined at the sole discretion of
Seller and may equal 100% of the amount of the order at the time of Seller’s receipt of Buyer’s request for cancellation.
Buyer is entitled to receive a written notice from Seller setting forth how the cancellation charge was calculated. Upon
payment of the cancellation charge, Buyer shall be entitled to receive all raw materials and work in process, and Seller
agrees to ship such goods to Buyer at Buyer’s expense.
Seller reserves the right, by written notice of default, to cancel any order, without liability to Buyer, in the event of thehappening of any of the following: insolvency of Buyer, the filing of a voluntary petition in bankruptcy by Buyer, thefiling of an involuntary petition to have Buyer declared bankrupt, the appointment of a receiver or trustee for Buyer, theexecution by Buyer of an assignment for the benefit of creditors, the discontinuance of business by Buyer, or the sale byBuyer of the bulk of its assets other than in the usual course of business.
18.

RESCHEDULES: Buyer may only reschedule an order with Seller’s written consent. A reschedule should not extend
further than an additional thirty (30) calendar days from original ship date requested. Reschedules may be subject to aten percent (10%) penalty based on total amount of the order or portion of the order rescheduled.

19.

RESALE OF PRODUCTS: Buyer agrees that it shall not resell any Products purchased from Seller unless Buyer is anauthorized distributor of Seller’s Products. Seller shall not be obligated to provide any warranty service or othertechnical support for any Products not purchased directly from Seller or an authorized distributor of Seller.

20.

SPECIAL PACKAGING: Application equipment, applicators, hand tools and any associated replacement parts are
excluded from general customer specifications for packaging and labeling. Other customer requests for special
packaging will be considered on a case-by-case basis.

21.

NO LICENSE: Neither this Agreement nor purchase of any Products hereunder shall be construed to confer upon
Buyer or its customers any license under any patent or other proprietary rights of Seller, except the right to use such
Products for the purposes for which they are sold. Tooling, set-up, fitting-up, drawings, design information,
non-recurring engineering, and partial preparation charges when invoiced cover only part of the cost thereof to Seller.
Buyer does not acquire any right, title or interest in any tooling, set-up, fitting-up, drawings, design information, orinvention or other intellectual property resulting therefrom, which remain the sole property of Seller.

22.

NON-WAIVER OF DEFAULT: No failure by Seller to insist on strict performance of any term or condition hereof
shall constitute a waiver of such term or condition or any breach thereof, nor shall such failure in any way affect Seller’s
legal remedies with respect to any default by Buyer hereunder.

23.

APPLICABLE LAW: This Agreement and the sale of goods and services hereunder shall be governed by andconstrued in accordance with the laws of Hong Kong.

24.

ASSIGNMENT: Buyer may not transfer or assign this Agreement or any interest herein, by operation of law orotherwise, without the prior express written consent of Seller. Any attempted transfer or assignment without suchconsent shall be void. Seller may assign its rights and delegate its duties hereunder.

25.

ENTIRE AGREEMENT; MODIFICATION: This Agreement supersedes all prior written and oral agreements andunderstandings between Seller and Buyer with respect to the Products and services specified herein. No representation
or statement not contained herein shall be binding upon Seller as a representation, warranty or condition or otherwise.
No addition to or waiver, modification or cancellation of any provision hereof shall be binding upon Seller unless inwriting and signed by a duly authorized representative of Seller.

26.

NOTICES: All notices and other communications hereunder shall be in writing and shall be mailed by registered, orTERMS AND CONDITIONS OF SALE
(11/22)

Apply to China

express mail, postage prepaid, to the parties hereto at their respective designated addresses, subject to the right of either
party to change such address upon ten (10) calendar days prior written notice.
27.

EXPORT CONTROL: Buyer acknowledges that Products, software, and technical information provided under thisAgreement are subject to U.S. and other export laws and regulations. Buyer agrees not to export, re-export, transfer, ortransmit the Products, software, or technical information except in compliance with all such laws and regulations. This
sale is subject to any applicable governmental approvals and, at Seller’s request, Buyer agrees to sign written assurancesand other export-related documents as may be required for Seller to comply with export laws and regulations.

28.

DISPUTE RESOLUTION: Any dispute arising from or in connection with this Agreement shall be resolved throughfriendly consultation first. If such consultation fails, any Party hereto may submit the dispute to Hong Kong
International Arbitration Center (HKIAC) for arbitration in Hongkong which shall be conducted in accordance with thearbitration rules of HKIAC in effect at the time of applying for arbitration. The arbitration award rendered by HKIAC
shall be final and binding upon both parties hereto.