O2 MICRO INTERNATIONAL LIMITED STANDARD TERMS AND CONDITIONS OF SALE

Document #10000243259, downloaded by Tommy Shen. If printed, the copy of this controlled document is considered
uncontrolled 24 hours after 2023/8/23 10:18:32 due to potential revision changes. After 24 hours, it is the responsibility of theuser of this document to confirm revision status.

O 2 MICRO’s products are offered for sale under the following terms andconditions (“Terms”) betwee n O 2 Micro International Ltd, and its
affiliates and subsidiaries, (“O 2 MICRO”) and purchaser of O 2 MICRO’s
products “(“Buyer”).
1. Order A c c e p t a n c e . Notwithstanding any independent terms orconditions specifically agreed to in writing by O 2 MICRO, O 2 MICRO’s
acceptance of any order is expressly made conditional on Buyer’s
acceptance of the Terms. Commencement of performance and/or delivery
shall be for the parties’ convenience only and shall not be deemed orconstrued to be acceptance of any or all of Buyer’s terms and conditions
by O 2 MICRO which may be attached to any purchase order or othercorrespondence by Buyer.
2. Prices. O 2 MICRO’s prices (including quotations) are subject to thefollowing:
A. All prices are subject to change any time and without notice prior todelivery, regardless of any delay or backlog of said deliveries, if applicable.
B. Shipments will be billed at prices in effect on the date of acceptance ofBuyer’s order or at the prices in effect on the date of shipment.
C. Stenographic and/or clerical errors are subject to correction.
D. Prices do not include taxes, duties or transportation. Buyer shall beresponsible for the payment of all export and import licenses, customs
fees and duties, federal, state and local excise, saves, use, property andsimilar taxes levied upon O 2 MICRO.
E. Unless otherwise state, prices are for standard products only and do
not include technical data, support services, proprietary information,patent rights, etc.
3. Payment. All payments are to be payable to O 2 MICRO, due andsent to the address shown on the invoice. U n l e s s o t her w i s ed i re c t e d i n w ri t i n g b y O 2 MICRO, payment shall not be transmitted byany third-party person for transmittal to O 2 MICRO.
4. Terms of Payment. Upon approved credit by O 2 MICRO, payment forproducts shipped on an open account basis (subject to written approval
by O 2 MICRO prior to shipment) shall be due thirty (30) days from dateof invoice, or as otherwise agreed to in writing by O 2 MICRO. Buyers
without credit approval will be required to pay for all orders in advance
before shipment. O 2 MICRO and Buyer acknowledge that late payment byBuyer will cause O 2 MICRO to incur costs not contemplated, the exact
amount of such costs being extremely difficult and impractical to fix. Suchcosts include, without limitation, processing and accounting charges, andadditional interest charges, and late charges payable by O 2 MICRO.
Therefore, if payment is not made when due, Buyer shall pay toO 2 MICRO, as liquidated damages, a 1-1/2% per month late fee of each
overdue payment, or the maximum amount permissible by law. O 2 MICROand Buyer agree that said sum is a fair and reasonable estimate of thecosts that O 2 MICRO will incur by reason of late payment by Buyer.
O 2 MICRO also reserves the right, in its sole discretion and at any time, toreschedule the delivery date, to change pricing, and to cancel order incase of late payment by Buyer.
5. Title and Risk of Loss. All sales are made Ex Works, point of shipment(INCOTERMS 2020). Risk of loss or damage shall pass to Buyer upon
O 2 MICRO’s delivery of products to the designated transportationcompany. O 2 MICRO reserves the right to arrange shipment, agree toapplicabl e freight charges, and select the means of transportation androuting. Further, if transportation by Parcel Post is specified by Buyer,
O 2 MICRO reserves the right to select an alternate means of economicaltransportation.
6.
Delivery. O 2 MICRO reserves the right to make deliveries ininstallments. Partial shipments will be billed as made and payments
therefore are subject to the terms of payment noted above. The deliveryof part of any order will not obligate O 2 MICRO to make further
deliveries. All delivery dates are approximate and are dependent in part
upon prompt receipt of all necessary information from Buyer to completean order. O 2 MICRO reserves the right, in its sole discretion, to allocate
inventory and current production when, in its sole opinion, such allocationis necessary. Further, O 2 MICRO may, at its sole discretion, require theBuyer to pay additional charges to process any expedited delivery
requests made by Buyer.
7. Contingencies. O 2 MICRO products shall not be used in the design,
construction, operation or maintenance of any nuclear equipment, aviation,weaponry, life support or life critical medical devices or systems, including
but not limited to use in any surgical implant into the human body, except
with O 2 MICRO’s express written approval. Any such use shall immediately
void and invalidate any and all warrantees for said product(s) andO 2 MICRO shall not be liable for any damages or claims resulting from such,including, without limitation, loss of life, property damage or bodily injury,
O 2 MICRO shall not be responsible for any liability due to any delay inthe performance of any order accepted by it due to unforeseen
circumstances or to causes beyond its control, including, withoutlimitation, acts of God, strikes, terror, war, riots, fire, accident, freight
embargoes, lock-out of suppliers necessary to the execution of the order,
failure or breakdown of components necessary to completion of theorder, subcontractor caused delays, or the compliance with any law,regulation or order, whether valid or invalid, of any cognizant government
body or any instrumentality thereof, whether now existing or hereafter
created. Performance of an order shall be deemed suspended so long as
any such circumstances or causes delay its execution. Whenever suchcircumstances or causes have been remedied, Buyer shall agree to accept
continued performance under said order. As used herein, “performance”
shall include, without limitation, fabrication, shipment, delivery, assembly,installation, testing and warranty repair or replacement. O 2 MICRO may
modify specifications or manufacturing processes provided themodifications do not adversely affect the form, fit or function of the products.
8. Acceptance of Product. Each O 2 MICRO product shall be deemed tohave been accepted by Buyer if it meets specifications as set forth in
O 2 MICRO’s r e s p e c t i v e datasheet in effect at time of shipment.
Notwithstanding the foregoing, use of said product by Buyer, its agents,employees, or licensees for any purpose shall constitute acceptance ofproduct by the Buyer.
9. Limited Warranty. Except as set forth in these Terms, O 2 MICRO warrants
each part to be free from defects in material and workmanship for aperiod of one (1) year from date of shipment. THE FOREGOING
WARRANTY IS SPECIFICALLY IN LIEU OF ALL OTHERWARRANTIES BY O 2 MICRO, EXPRESSED OR IMPLIED. NO IMPLIEDWARRANTIES OF MERCHANTABILITY OF FITNESS FOR ANYPARTICULAR PURPOSE SHALL APPLY. O 2 MICRO NEITHERASSUMES NOR AUTHORIZES ANY OTHER PERSON TO ASSUMEANY OTHER LIABILITIES IN CONNECTION WITH THE SALE OR USE
OF ANY PRODUCT. THE FOREGOING WARRANTIES AND
REMEDIES ARE FOR BUYER’S EXCLUSIVE BENEFIT AND ARE NOTTRANSFERABLE TO ANY THIRD PARTY OR CUSTOMER.
10. Limitation of liability. Buyer shall notify O 2 MICRO of any warrantyclaim as soon as such is discovered and obtain O 2 MICRO’s written return
authorization prior to the return shipment of products for b r e a c h o fwarranty pursuant to these Terms. Returned products hereunder shall besent to a location designated by O 2 MICRO, with shipping charges prepaid
by Buyer. When any product is returned for examination an inspection,
Buyer shall assume full responsibility for damage resulting from improper
packaging and damage or loss in transit. Buyer shall provide explicit
information as to the nature of the claimed defects, specific operating
conditions to which the products in question had been exposed and anyother pertinent information which will enable O 2 MICRO to determine thecause of claimed warranty defects. O 2 MICRO has sole responsibility fordetermining the validity, nature and adjustment to which the Buyer isentitled (if any) relating to any and all warranty claims. In the event that any
product has been returned hereunder without cause, is still serviceable,
or if said product was misused (including, but not limited to, any violation ofthese Terms), stolen, vandalized, mishandled due to fire, water or otherperil, or otherwise damaged subsequent to shipment to O 2 MICRO,Buyer will be notified of such O 2 MICRO and the product shall be returned
to Buyer at Buyer’s expense and Buyer shall assume any accrued
charges by O 2 MICRO for testing and examination may be made on said
products.
11. Order Changes.
A. Cancellation.
No order accepted by O2Micro may be canceled by Buyer except by mutual
written agreement. In no event may Buyer cancel an order within sixty (60)days of shipment.
O2Micro reserves the right to cancel all or any part of a purchase order ifBuyer supplies inaccurate information or if Buyer is in default under any ofthese Terms and Conditions. Buyer will be responsible to O2Micro for any
costs or expenses incurred by O2Micro as a result of Buyer providing
O2Micro inaccurate information.
O2Micro reserves the right to adjust the final invoice of shipped products
pursuant to any price differentiation applicable to quantity delivered versus
quantity ordered. The buyer will be liable for any quantity price adjustments
resulting from such cancellation.
O2Micro will ship all Products scheduled for delivery unless an exception isnegotiated and agreed to in writing by both parties. Buyer will pay forstorage charges and other fees incurred by O2Micro if O2Micro or a third
party holds Products at Buyer’s request pending instructions or rescheduleddelivery.

Document #10000243259, downloaded by Tommy Shen. If printed, the copy of this controlled document is considered
uncontrolled 24 hours after 2023/8/23 10:18:32 due to potential revision changes. After 24 hours, it is the responsibility of theuser of this document to confirm revision status.

In the event of any cancellation of a Purchase Order, Buyer shall pay
O2Micro: (a) the price for any Products manufactured to orders; (b) thecost of any work in process; (c) the cost of materials and components
ordered with authorization to meet forecast; (d) a mark-up on the cost ofwork in process and the ordered materials and components; (e) restocking
fees, change-order fees, overhead allocations and other applicable costs;
and (f) any other charges and fees incurred by O2Micro as a result of said
termination.
B. Rescheduled Orders.
Rescheduled orders may be subject to price adjustments as determined byO2Micro. Buyer may reschedule orders placed in accordance with theprovisions of this Agreement subject to the following restrictions:(a) STANDARD PRODUCT RESCHEDULE
Buyer shall give written notice to O2Micro up to sixty (60) days prior to thescheduled ship date. Buyer is permitted only one (1) reschedule whichmust fall within the same fiscal quarter as the original ship date unless an
exception is negotiated and agreed to in writing by both parties. In no event
may said rescheduling exceed six (6) months from the original scheduledate.
(b) NON-STANDARD PRODUCT RESCHEDULE
Non-standard product includes programmed parts, custom marked parts,
custom parts and other customer specific parts. Buyer shall give written
notice to O2Micro up to ninety (90) prior to the scheduled ship date. Buyer
is permitted only one (1) reschedule, subject to both parties mutual writtenagreement. Breach of any of these conditions may result in revocation ofcredit terms.
C. Default. If Buyer is in default of these Terms, or its payment obligations
to O 2 MICRO, O 2 MICRO may, at its sole option, cancel future shipments ororders from Buyer. Said termination by O 2 MICRO hereunder shall notaffect O 2 MICRO’s rights and remedies u n d e r t h e s e T e rm s , including,but not limited to, any right to cancellation charges and quantity priceadjustments. If O 2 MICRO makes any shipments or accepts any orders fromBuyer after a default by Buyer, O 2 MICRO’s actions shall not constituteany waiver of these Terms, nor shall such affect O 2 MICRO’s legalremedies under these Terms.
12. Patents. Subject to the limitations of these Terms, O 2 MICRO will hold
Buyer harmless, as set forth therein, in respect to any claims that thedesign or manufacture of any product in O 2 MICRO’s standard line ofproducts, or manufactured to t h e specifications set forth by O2 MICRO,and furnished under these Terms, constitutes an infringement of any patentof the United States. O 2 MICRO will pay damages and costs, either i )awarded in a suit or ii) paid by O 2 MICRO (in its sole discretion) by wayof settlement, which are based on any claim of patent infringement
herein, provided th at i) Buyer promptly notifies O 2 MICRO in writing ofsuch claims of infringement; ii) O 2 MICRO is given the full authority to takeover, defend or settle such through counsel of O 2 MICRO’s choice; iii) Buyer
shall provide information and assistance t o O 2 MICRO in defending such.
O 2 MICRO may, in its sole discretion, either a ) procure for Buyer the rightto continue using said product, b) replace said product with non-infringingproducts, or allow Buyer to return said products and refund anequitable portion of the selling price and transportation costs thereof. TheBuyer shall hold O 2 MICRO harmless against any trademarks, patents,or other intellectual property rights arising out of B u y e r ’ s u s e o f
O 2 MICRO’s products a) beyond the scope of O 2 MICRO’s listed usethereof, b) Buyer’s use of the products in violation of these Terms, c)
O 2 MICRO manufacture of products in compliance with Buyer’s designs,
specifications or instructions; d) modification of the products by a party
other than O 2 MICRO after delivery by O 2 MICRO; e) the use of any
product or any part thereof furnished hereunder in combination with anyother product, (f) the direct or contributory infringement of any process
patent using any product furnished hereunder; or g) any other use byBuyer that is out of the control of O 2 MICRO or otherwise not warranted byO 2 MICRO. Where Buyer shall indemnify O 2 MICRO hereunder, O 2 MICRO
shall not be liable for any costs or damages, and Buyer will indemnify,
defend, and hold O 2 MICRO harmless from any expenses, damages,costs or losses resulting from any suit or proceeding based upon a claim
arising from the foregoing. Sale of any product or any part thereof byO 2 MICRO does not confer upon the Buyer any license under any patentrights, trademarks, copyrights or other intellectual property. THE
FOREGOING STATES THE ENTIRE OBLIGATION AND THE
EXCLUSIVE REMEDY OF EACH PARTY HERETO WITH RESPECT TO
ANY ALLEGED PATENT, COPYRIGHT, MASK WORK, TRADEMARK OR

OTHER INTELLECTUAL PROPERTY INFRINGEMENT BY ANYPRODUCT OR PART FURNISHED HEREUNDER.
13. Damages and Liability. Under no circumstances will O 2 MICRO be
liable to Buyer (including, without limitation, Buyer’s customers, partners,affiliates, manufacturers, or vendors) for lost revenues, lost profits,
incidental, indirect, consequential, special or punitive damages resulting
l o s s or damage of any kind, howsoever caused, including, but notlimited to, breach of warranty or O 2 MICRO’s obligations under theseTerms, or by any other action by O 2 MICRO. In no event will O 2 MICRO
be liable for any sum greater than the purchase price received by
O 2 MICRO from Buyer for the product(s) which are the subject of anyclaims or dispute. O 2 MICRO shall not be liable for any liability to third
parties for bodily injury, including death, resulting from O 2 MICRO’sperformance under these Terms. Subject to the limitations set forth
under these Terms, O 2 MICRO’s maximum liability to Buyer under theseTerms shall not exceed the amount of products purchased and paid byBuyer from O 2 MICROwithin the immediate twelve (12) months preceding
the date of any such claim.
14. Assignment. O 2 MICRO may assign all or any part of its rights and/orobligations hereunder to any O 2 MICRO subsidiary or an authorized
distributor without Buyer’s prior consent. Otherwise, neither party shallassign or delegate any of its obligations hereunder or assign any interestor rights without the prior consent of the other party.
15. Import and Export Controls. Any and all obligations of O 2 MICRO toprovide products, as well as technical assistance, shall be subject in allrespects to such laws and regulations as shall from time to time beapplicable to the licensing and delivery of technology and products,
including, if applicable, the Export Administration Regulations issued by
the Department of Commerce, Bureau of Industry and Security. Without inany way limiting the provisions of these Terms, Buyer agrees that it will notexport, re-export or transship, directly or indirectly, any of the products
or technical data sold or disclosed to Buyer in violation of any applicable
export laws and regulations.
16. Modifications. No modifications of, additions to, or deletions fromthese Terms shall be binding upon either party unless accepted in writingby an authorized representative of each. A waiver by O 2 MICRO of any
default by Buyer shall not be deemed to be a continuing waiver or awaiver of any other default but shall apply solely to the instance to which
the waiver is directed.
17. Controlling Law and Jurisdiction. These Terms, and all orders
placed under these Terms, shall be governed by and construed inaccordance with the laws of the Cayman Islands. The Buyer irrevocably
agrees for the benefit of O 2 MICRO that the courts of the Cayman Islands
are to have jurisdiction to settle any dispute which may arise inconnection with these Terms. Buyer expressly waives any objections on
the grounds of venue or forum nonconveniens, or any similar grounds or
doctrine, and consents to service of process by mail or in any othermanner permitted by Cayman Islands law.
18. Injunctive Relief. Buyer acknowledges that O 2 MICRO’s confidential
and proprietary information is unique property of significant value toO 2 MICRO, and any unauthorized use or disclosure thereof would cause
O 2 MICRO irreparable harm that could not be adequately compensated bymonetary damages. Accordingly, Buyer agrees that O 2 MICRO will beentitled to injunctive and preliminary relief to remedy any actual orthreatened unauthorized use or disclosure of O 2 MICRO’s confidential andproprietary information.
19.
Entire Agreement. These Terms are intended as complete
andexclusive statement of the agreement between O 2 MICRO and Buyer
and supersedes all prior agreements and negotiations relating to thesubject matter hereof. O 2 MICRO and Buyer each represent that theindividual accepting and placing Buyer’s purchase order under these Terms,
respectively, has the power and authority to accept these Terms andacceptance thereof shall constitute a valid and binding obligation of eachparty hereunder.
Thank you for your order.

Version Date 11.22.2022