Standard Sales T&C for Singapore

The buyer (“Buyer”) and Tyco Electronics Singapore Pte. Ltd. which sells the Buyer the goods (“Seller”) havereviewed and understood all clauses of this T&C, and are willing to be bound by such T&C. The T&C shallcome into effect upon acceptance of relevant PO. Except as otherwise agreed in writing by Buyer and Seller,
the following terms and conditions (“Agreement”) will apply to all orders received and all sales made by
Seller.
1.

2.

3.

4.

GENERAL: The terms and conditions set forth herein as well as any terms and conditions printed on theface of Seller’s order acknowledgment constitute the sole and entire agreement between Seller andBuyer 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 otherdocument, which is in any way inconsistent with or in addition to the terms and conditions hereof ishereby 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 any of theterms 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 and conditions hereof even if Buyer or Seller have not signed or chopped thisAgreement. 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 awaiver 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 and conditions on Buyer’s
internet site will be null and void and of no legal effect on Seller. All correspondence pertaining to thisAgreement, 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 to Seller’s part numbers.

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 thistransaction. All such taxes shall be paid by Buyer, unless Buyer provides Seller with evidence
satisfactory to Seller of exemption from such taxes. When Seller is required by the applicable laws or
regulations to collect such taxes, Seller shall be entitled to add such taxes to the sale price of the goods orservices.
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 the issuance of them. The price to Buyer for any Products shall be theapplicable published price or valid quote in effect at the time of order entry. All prices are subject tochange without notice and may be subject to any increase which may be in effect on the date ofshipment. 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 suchservices. Buyer acknowledges that the pricing of the Products and services and the other terms of thisAgreement 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 thepricing and terms would have been different if there had been a different allocation of the risk.
DELIVERY, TITLE PASSAGE AND INSURANCE:(a) Delivery. Delivery or shipping dates are approximate only and merely represent Seller’s best
estimate of the time required to make delivery or shipment. Time is not of the essence with respect
to the transaction(s) covered by this Agreement, except with respect to Buyer’s obligation to makeall related payments. Seller’s obligations hereunder will be dependent upon Seller’s ability to obtainthe 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

Standard Sales T&C for Singapore

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 onorders and rescheduling are governed at Seller’s discretion.

(b) Title Passage for Sales. Except as otherwise expressly stated herein, all deliveries hereunder willbe EX-Works Seller’s plant via a carrier selected by Buyer at its option, or otherwise by Seller, freightcollect, to Buyer and will be packed in Seller’s standard commercial shipping packages. In all suchcases title and risk of loss or damage will pass to Buyer upon Seller’s delivery of the Products to thecarrier 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 not reflect net
transportation costs paid by Seller. Buyer shall reimburse Seller for any and all costs of storage
incurred by Seller after the date that Seller is prepared to make shipment.

5.

6.

7.

8.

(c) Insurance. Buyer will pay, or reimburse Seller for, all insurance on the Products. Any insurance
proceeds collected by 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 risk of loss or damage to the Products pass to
Buyer. Where possible, all insurance policies will provide that they are for the benefit of Seller andBuyer “as their interests may appear.”
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 becomes unsatisfactory 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 makeany 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 the delay or cancellation of any
shipment.

PAYMENT TERMS: Except as otherwise expressly stated herein, Seller shall invoice Buyer at the time of
shipment of each installment on payment terms in advance, except where open account credit isestablished and maintained to Seller’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 by Seller. Any invoiced amountwhich 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 makepayments when due. Buyer shall promptly reimburse Seller for all costs and expenses, including
reasonable attorneys’ fees, incurred by Seller in collecting sums due it hereunder.

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 theapplicable law of this Agreement. Buyer agrees, at any time and without further consideration, to do orcause to be done, executed and delivered, all such further acts and instruments (including without
limitation financing statements appropriate for filing) as Seller may reasonably request in order toperfect Seller’s security interest.

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 theoccurrence of any contingency or condition beyond the control of either Seller or Seller’s suppliers,
including without limitation war, sabotage, embargo, riot, terrorism, or other civil commotion, failure ordelay in transportation, act of any government or any court or administrative agency thereof (whether

Standard Sales T&C for Singapore

9.

or not such action proves to be invalid), strike, accident, fire, explosion, flood, earthquake or othercasualty, 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 mannerand may include in such allocation any regular customers, whether or not then under contract, andSeller’s own requirements. If, as a result of any such contingency, Seller’s performance is delayed bymore than six (6) months, the prices set forth herein shall be subject to appropriate adjustment bySeller.
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 forthe periods set forth below (each a “Warranty Period”) from date of shipment to Buyer; and (2) shallbe free of liens and encumbrances when shipped to Buyer. If Seller agrees in writing to provide anddoes 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 thatsuch services shall be undertaken in accordance with Seller’s reasonable technical judgment basedon Seller’s understanding of 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 to monitor or operate theProduct in accordance with applicable Seller specifications and good industry practice, (v)unauthorized attachment or removal or alteration of any part of the Product, (vi) unusualmechanical, physical or electrical 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 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

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

Standard Sales T&C for Singapore

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
All other products and/or services

2 Years
2 Years
25 Years
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, shalldescribe in commercially reasonable detail in such 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. Unlessotherwise directed in writing by Seller, within thirty (30) calendar days after submitting such notice,
Buyer shall package 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 Sellerthat the Products fail to meet the warranty set forth above, Seller shall correct such failure by, atSeller’s option, either (i) modifying or repairing the Products or (ii) replacing the Products. Suchmodification, 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 in transit,
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, atSeller’s option, take place either at Seller’s facilities or at Buyer’s premises. If Seller is unable tomodify, repair or replace Products to conform to the warranty set forth above, then Seller shall, atSeller’s option, either refund to Buyer or credit to Buyer’s account the purchase 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 ORANY OTHER 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) 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 withapplicable 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 orincorporate 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.

Standard Sales T&C for Singapore

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 ITS ESSENTIALPURPOSE, SHALL NOT IN EVENT EXCEED IN THE AGGREGATE THE TOTAL PURCHASE PRICE RECEIVEDBY SELLER FOR THE PRODUCTS (OR, IN THE CASE OF OBLIGATIONS ARISING FROM OR 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 PERSON OR ENTITY,
WHETHER IN CONTRACT, STRICT LIABILITY, TORT OR OTHERWISE, FOR SPECIAL, IN DIRECT OR
CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, OR CLAIMS OF ANY THIRD PARTIES. BY
ACCEPTING DELIVERY OF THE PRODUCTS ORDERED, BUYER AGREES THAT IT INDEMNIFIES ANDHOLDS 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 HAZARDSINHERENT 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 therequirements 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 allapplicable 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 the food, drug and cosmetic and regulations of thefood 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 notsought or received any rulings from the relevant government agency as to the safety, effectivenessor appropriateness of its Products for such 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 part of 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 ofservices that the Products or services are nonconforming, describing the nonconformity in commerciallyreasonable detail, Buyer shall be deemed to have accepted the Products or services and haveacknowledged that such Products or services comply with any or all requirements under thisAgreement. Acceptance as aforesaid shall constitute acknowledgment of full performance by Seller of allits obligations hereunder. No Products delivered and accepted under this Agreement are subject toreturns except upon (a) written approval of Seller and (b) payment of a fair and equitable restocking
charge as determined by Seller’s restocking charge policy at the time of return.

Standard Sales T&C for Singapore

13. PATENTS: Seller agrees to settle or defend any suit or proceeding brought against Buyer insofar as such
suit or proceeding 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 isinformed by Buyer in writing within ten (10) calendar days after receipt by Buyer and furnished a copyof 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 of any 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 isenjoined, 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 tosettle or defend any suit or proceeding, or be liable for any costs or damages, if the Buyer is in breach of
any term herein or the alleged infringement arises 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 hereundershall not apply to any alleged infringement occurring after Buyer has received notice of such 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 DAMAGES ARISING OUT OF PATENT INFRINGEMENT. Seller’s liability hereundershall not exceed the purchase price paid by Buyer for the allegedly infringing Product. If infringement isalleged prior to completion of delivery of a Product, Seller may decline to make further shipments
without being in breach of this Agreement. THE FOREGOING STATES THE 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 in any suitor proceeding against Seller based on an allegation that any Product furnished hereunder according todesigns or specifications furnished by Buyer infringes any patent, provided Buyer is promptly notified inwriting of such suit or proceeding and is given all authority (including the right to exclusive control ofthe 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 otherproperty, equipment, material, or facilities to Seller in connection with the performance of thisAgreement, Buyer shall bear all risk of loss or damage with respect to such property, equipment,material, or facilities and shall indemnify and hold Seller 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 nonperformance hereunder orthe 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 suchcompetitor a competitive advantage. Seller retains ownership of all Proprietary Information, whether
written, oral, electronic, visual, graphic, photographic, observational or otherwise, and all
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 otherthan in the course of performing its obligations hereunder. Buyer shall take all reasonable steps toprevent the disclosure, duplication or reproduction of any Proprietary Information. Buyer shall limit
access to the Proprietary Information to those employees of Buyer with a valid need to know.
Notwithstanding the foregoing, Buyer shall not be required to refrain from disclosing or using any

Standard Sales T&C for Singapore

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 ofthis 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 ofthis 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 the term set forth in the sales order acknowledgement. After expiration of theoriginal term, the lease will continue indefinitely thereafter (unless stated to the contrary on theface 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 in writing from Seller or on the invoice. Initial retention charges are payable in advanceon date of shipment, and subsequent retention charges are payable monthly, quarterly or yearly, as
requested by Buyer. Seller reserves the right to require Buyer to pay retention charges annually, if
the payment period elected by Buyer would require Seller to invoice 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 andmodifications thereof shall be and remain the sole and exclusive property of Seller. Buyer shall haveno 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 theleased 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 be billed to Buyer for services required due to misuse or abuse of leased
application equipment. Spare and replacement parts for the leased application equipment can bepurchased from Seller. Buyer shall be solely responsible for any damage to the applicationequipment 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 applicationequipment.

(f) The right to use the leased application equipment is limited to Buyer and said leased applicationequipment shall not be assigned, sublet or in any way encumbered. Buyer shall be responsible forsaid leased application equipment, and in the event this Agreement is terminated pursuant to theterms herein contained or for any cause whatsoever, Seller shall be 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 furnished hereunder without the prior written consent of Seller. If leased
application equipment has been leased with installed third party software, upon termination of thelease and return of the leased application equipment, Buyer shall return or destroy (as directed bySeller) all backup, archival and diskette/CD ROM copies of the third party software. If the leased

Standard Sales T&C for Singapore

application equipment is not returned to Seller in accordance herewith, Seller shall have and Buyer
hereby grants an irrevocable 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 backand retain said leased application equipment.

(g) If leased application equipment delivered hereunder is for demonstration only, leased applicationequipment is to be returned at the end of thirty (30) calendar days commencing from the date ofdelivery, unless otherwise agreed in writing, 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 a petition or voluntary assignment being filed proposing
the appointment of a receiver or that Buyer be adjudicated bankrupt or insolvent or commits a bulksale.
(i) In addition to the forgoing provisions set forth in this Section 16, all orders for leased applicationequipment 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 is incorporated 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-ofpocket costs, and (iv) administrative costs, Seller may charge Buyer a cancellation fee.

CANCELLATION OF STANDARD PRODUCT: If Seller determines the Product being cancelled to beStandard 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 aparticular Product will be deemed “custom” and will follow the cancellation condition of Custom Product,
set forth below. For the purpose hereunder, “Standard Product” refers to the product that is designed andmanufactured solely according to the standard and/or specification of the Seller and not customized inany 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 cancellationof Custom Product, Buyer agrees to pay Seller for all of Seller’s out-of-pocket costs associated with thecancellation of the order including, but not limited to: (i) raw materials, (ii) work in process, (iii)inventory carrying costs, (iv) scrapping and disposal fees, and (v) a reasonable and equitable profit for
Seller, which shall not be less than twenty percent (20%) of such costs. In no case will the cancellation
charge be less than Seller’s actual costs (including overhead and other indirect costs). The amount ofcancellation 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 wascalculated. 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 theevent of the happening of any of the following: insolvency of Buyer, the filing of a voluntary petition inStandard Sales T&C for Singapore

bankruptcy by Buyer, the filing of an involuntary petition to have Buyer declared bankrupt, theappointment of a receiver or trustee for Buyer, the execution by Buyer of an assignment for the benefit ofcreditors, the discontinuance of business by Buyer, or the sale by Buyer of the bulk of its assets otherthan 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 a ten 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 an authorized distributor of Seller’s Products. Seller shall not be obligated to provide any
warranty service or other technical 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 toconfer 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, or invention 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 byand construed in accordance with the laws of Singapore excluding laws directing the application of thelaws of another jurisdiction, and the Customer hereby agrees to such exclusive jurisdiction. The United
Nations Convention on Contracts for the International Sale of Goods will not, for any purpose, govern orapply to the sale of goods and services or any transactions, performance or disputes hereunder.
24. ASSIGNMENT: Buyer may not transfer or assign this Agreement or any interest herein, by operation oflaw or otherwise, without the prior express written consent of Seller. Any attempted transfer orassignment without such consent 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 and understandings 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 arepresentation, warranty or condition or otherwise. No addition to or waiver, modification orcancellation of any provision hereof shall be binding upon Seller unless in writing 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 byregistered, or express mail, postage prepaid, to the parties hereto at their respective designatedStandard Sales T&C for Singapore

addresses, subject to the right of either party to change such address upon ten (10) calendar days priorwritten notice.

27. EXPORT CONTROL: Buyer acknowledges that Products, software, and technical information provided
under this Agreement are subject to U.S. and other export laws and regulations. Buyer agrees not toexport, re-export, transfer, or transmit the Products, software, or technical information except incompliance 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 assurances and 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 through friendly consultation first. If such consultation fails, any Party hereto may submit the
dispute to Singapore International Arbitration Center (SIAC) for arbitration in Singapore which shall be
conducted in accordance with the arbitration rules of SIAC in effect at the time of applying forarbitration. The arbitration award rendered by SIAC shall be final and binding upon both parties hereto.

Updated 16 November 2022