Tyco Electronics Malaysia Sdn Bhd (“the Company”)
Standard Terms and Conditions of Sale
Except as otherwise agreed by the Company in writing, the following terms
and conditions (“Agreement”) will apply to all orders received and all sales madeby the Company.
1. GENERAL: The terms and conditions set forth herein as well as any terms andconditions printed on the face of the Company’s order acknowledgment
constitute the sole and entire agreement between the Company and thecustomer (“the Customer”) of goods and/or services from the Company. Any
term or condition in any printed form of the Customer, 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 the Company’s acceptance of any offer or order of the Customer
is hereby expressly made in reliance on the Customer’s assent to all terms andconditions hereof. Electronic commerce transactions between the Customer
and the Company will be solely governed by this Agreement, and any terms
and conditions on the Customer’s internet site will be null and void and of nolegal effect on the Company. All correspondence pertaining to this order, or toany of the terms and conditions covered by this order, will be in the English
language. Goods are provided pursuant to the Company’s part numbers.
2. TAXES: Except as otherwise expressly stated herein, the prices do not include
federal, state or local sales, use, goods and services, excise or other similartaxes applicable to goods or services involved in this transaction. All suchtaxes shall be paid by the Customer, unless the Customer provides theCompany with evidence satisfactory to the Company of exemption from suchtaxes. When the Company is required by law or regulation to collect suchtaxes, the Company will add such taxes to the sale price of the goods orservices.
3. PRICES: The sale price(s) for goods delivered hereunder (“Products”) are
accepted as stated on the Company’s order acknowledgment and will
include the cost of the Company’s usual factory tests and inspections. The
prices set forth herein are not subject to trade or other discounts. All quotationsof the Company expire thirty (30) calendar days from the date given. The priceto the Customer for any Products shall be the applicable published price or valid
quote in effect at the time of order. Except as otherwise expressly stated herein,
any service calls or other service work performed by the Company shall be at
the Customer’s expense in accordance with the Company’s standard rates forsuch services. the Customer acknowledges that the pricing of the Products andservices and the other terms of this Agreement have been set based on thesections of this Agreement providing for an agreed allocation of the risk for any
defective Products or services between the parties. The Customer further
acknowledges that the pricing and terms would have been different if there had
been a different allocation of the risk.
4. DELIVERY, TITLE PASSAGE AND INSURANCE:(a) Delivery. Delivery or shipping dates are approximate only and merelyrepresent the Company’s best estimate of the time required to make deliveryor shipment. Time is not of the essence with respect to the transaction(s)covered by this Agreement, except with respect to the Customer’s obligation
to make all related payments. The Company’s obligations hereunder will bedependent upon the Company’s ability to obtain the necessary raw
materials. The Company will not be liable for any loss or expense (incidental,
indirect, economic, consequential or otherwise) incurred by the Customer asa result of any delay in delivery for any reason other than arbitrary refusal by
the Company to perform. The Company reserves the right to make partial
deliveries and ship approximately three(3) calendar days in advance of shipping date. Lead time on orders andrescheduling are governed at the Company’s discretion.
(b) Title Passage for Sales. Except as otherwise expressly stated herein, alldeliveries hereunder will be EX-Works the Company’s plant via a carrier
selected by the Customer at its option, or otherwise by the Company, freightcollect, to the Customer and will be packed in the Company’s standard
commercial shipping packages. In all such cases title and risk of loss ordamage will pass to the Customer upon the Company’s delivery of the
Products to the carrier for shipment to the Customer and no loss ordamage will relieve the Customer of any obligation hereunder, including
payment for lost or damaged Products. Charges for shipping may notreflect net transportation costs paid by the Company. The Customer shall
reimburse the Company for any and all costs of storage incurred by theCompany after the date that the Company is prepared to make shipment.
(c) Insurance. The Customer will pay, or reimburse the Company for, allinsurance on the Products. Any insurance proceeds collected by the
Customer for the Company’s account will be promptly remitted to theCompany. Any insurance policies purchased, whether by the Customer or theCompany, will be for the benefit of the Company, whether or not the Company
is named as an insured in such policies, until title and risk of loss or damage to
the Products pass to the Customer. Where possible, all insurance policies will
provide that they are for the benefit of the Company and the Customer “astheir interests may appear.”
5. THE CUSTOMER’S FINANCIAL CONDITION: This Agreement and all
shipments made hereunder shall at all times be subject to the approval by theCompany of the Customer’s financial condition. If the financial condition of the
Customer at any time becomes unsatisfactory to the Company, in the
Company’s sole discretion, or if the Customer fails to make any payment whendue, in addition to any other rights the Company may have, the Company 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.
6. PAYMENT TERMS: Except as otherwise expressly stated herein, theCompany shall invoice the Customer at the time of shipment of each installment
on payment terms of cash in advance, except where open account credit isestablished and maintained to the Company’s satisfaction, in which casepayment terms shall be net thirty (30) calendar days from date of shipment. The
Customer shall make all payments as provided herein without regard to whether
the Customer has made or may make any inspection or use of any Products.
No discounts or setoffs shall be made by the Customer against any invoices
unless approved in advance by the Company. Any invoiced amount which is
not paid when due shall bear interest at the rate of one and one-half percent(1-1/2%) per month or the highest rate then permitted by law, whichever is less,until paid in full. the Company reserves the right to exercise any of its lawful
remedies if the Customer does not make payments when due. the Customer
shall promptly reimburse the Company forall costs and expenses, including reasonable attorneys’ fees, incurred by theCompany in collecting sums due it hereunder.
7. SECURITY INTEREST: The Customer hereby grants to the Company asecurity 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
the Company’s other remedies at law or in equity. the Customer agrees, at any
time and without further consideration, to do or cause to be done, executed anddelivered, all such further acts and instruments (including without limitation
financing statements appropriate for filing) as the Company may reasonably
request in order to perfect the Company’s security interest.
8. FORCE MAJEURE: The Company shall not be liable for delay in performanceor nonperformance of any of its obligations hereunder, in whole or in part, if
such performance is rendered impracticable by the occurrence of any
contingency or condition beyond the control of either the Company or theCompany’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 or administrative agency thereof(whether or not such action proves to be invalid), labor dispute (whether or not
involving the Company’s employees), accident, fire, explosion, flood,earthquake or other casualty, shortage of labor, fuel, energy, raw materials or
machinery or technical failure. If any such contingency or condition occurs, theCompany may allocate production and deliveries in any reasonable mannerand may include in such allocation any regular customers, whether or not thenunder contract, and the Company’s own requirements. If, as a result of any
such contingency, the Company’s performance is delayed by more than six(6) months, the prices set forth herein shall be subject to appropriate
adjustment by the Company.
9. LIMITED WARRANTY; SUITABILITY(a) Except as otherwise stated herein or in an order acknowledgment delivered
to the Customer, the Company warrants to the Customer 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 the Customer;and (2) shall be free of liens and encumbrances when shipped to theCustomer. If the Company agrees in writing to provide and does provide
system design, drawings, technical advice, or any other services to theCustomer in connection with Products, then the Company further warrants to
the Customer during the applicable Warranty Period that such services shallbe undertaken in accordance with the Company’s reasonable technicaljudgment based on the Company’s understanding of pertinent technical data
as of the date of performance of such services. the Company’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 the Product in accordance with applicable theCompany specifications and good industry practice, (v) unauthorizedattachment or removal or alteration of any part of the Product,(vi)
unusual mechanical, physical or electrical stress, (vii) modifications or repairs
done by other than the Company, (viii) mishandling during shipment of the
Product; or (ix)any other abuse, misuse, neglect or accident. In no
circumstance shall the Company 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
Warranty Periods
Application equipment, including machinery, applicators,
1 yearand all original parts thereof, except for expendable parts.
Hand tools and expendable parts (i.e., those parts designed
90 daysby THE COMPANY as spare parts, spare tooling,
recommended spares, perishable tooling, wearable tooling,
and the like)
2 years
Undercarpet products (but this applies only to individualcomponents or to Undercarpet Systems assembled
exclusively with the Company components and inaccordance with applicable the Company Instruction
Sheets)Applicable period for
Replacement Parts
replaced parts
Raychem Circuit Protection Products
180 days
Cable Assemblies
1 year
CIID and Kilovac Products
1 yearCorcom Filters
1 yearHartman Products
18 months
KISSLING-Products
2 years
ALR Photocontrols 6000
8 years
ALR Photocontrols AA, AT, PT, SPT, TL, SC, MC,
6 Years
NS, 1000, 2000, 2100, 3000, 3100, 6100, SST, D2,
LM-1000
ALR Photocontrols LC, BF, M
3 Years
ALR Photocontrols PL-S, OLC
2 Years
Photocontrol Accessories AM, AMR, DPO, US-30
2 Years
Starter, Lumatester
Photocontrols-Exit Sign Retrofit- LED T-Lamp
25 Years
Photocontrols- Time Controls, TC-100, TC-100R &1 Year
PC-100R, FC
Data and Devices External Antennas
1 YearAll other products and/or services

90 days(b) The Customer shall notify the Company in writing promptly (and in no caselater than thirty (30) calendar days after discovery) of the failure of any
Product to conform to the warranty set forth above, shall describe incommercially reasonable detail in such notice the symptoms associated withsuch failure, and shall provide to the Company the opportunity to inspect such
Products as installed, if possible. The notice must be received by theCompany during the Warranty Period for such Product. Unless otherwise
directed in writing by the Company, within thirty (30) calendar days after
submitting such notice, the Customer shall package the allegedly defective
Product in its original shipping carton(s) or a functional equivalent and shallship it to the Company.
(c) Within a reasonable time after receipt of the allegedly defective Products andverification by the Company that the Products fail to meet the warranty set
forth above, the Company shall correct such failure by, at the Company’s
option, either (i) modifying or repairing the Products or (ii) replacing the
Products. Such modification, repair or replacement and the return shipmentof the Products with minimum insurance to the Customer shall be at theCompany’s expense. The Customer shall bear the risk of loss or damage intransit, and may insure the Products. The Customer shall reimburse theCompany for transportation costs incurred for Products returned but found by
the Company not to be defective. Modification or repair of Products may, at
the Company’s option, take place either at the Company’s facilities or at theCustomer’s premises. If the Company is unable to modify, repair or replace
Products to conform to the warranty set forth above, then the Company shall,at the Company’s option, either refund to the Customer or credit to theCustomer’s account the purchase price of the Products less

depreciation calculated on a straight-line basis over the Company’s statedWarranty Period. THESE REMEDIES SHALL BE THE CUSTOMER’SEXCLUSIVE REMEDIES FOR BREACH OF WARRANTY.
(d) EXCEPT FOR THE EXPRESS WARRANTY SET FORTH ABOVE,
THE COMPANY
MAKES
NO
OTHER
REPRESENTATIONS, OR WARRANTIES, EXPRESS OR IMPLIED,STATUTORY OR OTHERWISE, REGARDING THE PRODUCTS, THEIRFITNESSFOR
ANY
PURPOSE, THEIRQUALITY,THEIRMERCHANTABILITY, THEIR NONINFRINGEMENT, OR OTHERWISE.
NO EMPLOYEE OF THE COMPANY OR ANY OTHER PARTY IS
AUTHORIZEDTO MAKE ANY OTHER REPRESENTATIONS,WARRANTIES, OR CONDITIONS FOR THE PRODUCTS OTHER THAN
THE WARRANTY SET FORTH HEREIN. THE COMPANY’S LIABILITYUNDER THE WARRANTY SHALL BE LIMITED TO A REFUND OF THE
PURCHASE PRICE OF THE PRODUCT. IN NO EVENT SHALL THE
COMPANY BE LIABLE FOR THE COST OF PROCUREMENT OR
INSTALLATION OF SUBSTITUTE GOODS BY THE CUSTOMEROR FOR ANY SPECIAL, CONSEQUENTIAL, INDIRECT OR
INCIDENTAL DAMAGES.
(e) The Customer assumes the risk and agrees to indemnify the Company
against and hold the Company harmless from all liability relating to (i)assessing the suitability for the Customer’s intended use of the Products andof any system design or drawing and (ii) determining the compliance of the
Customer’s use of the Products with applicable laws, regulations, codes andstandards. The Customer retains and accepts full responsibility for all
warranty and other claims relating to, or arising from, the Customer’s products
which include or incorporate Products or components manufactured or
supplied by the Company. The Customer is solely responsible for any and all
representations and warranties regarding the products made or authorized by
the Customer. The Customer will indemnify the Company and hold theCompany harmless from any liability, claims, loss, cost or expenses (including
reasonable legal fees) attributable to the Customer’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) the Company’s liability and obligations with respect toany claim(s) resulting or arising from or relating to this Agreement, whether
in contract, strict liability, tort or otherwise, and even if the Customer’s
exclusive remedy fails of its essential purpose, shall in no event exceed in
the aggregate the total purchase price received by the Company for the
Products (or, in the case of obligations arising from or relating to particular
Products or services rendered in connection herewith, the purchase priceof such Products or amount received by the Company for such services,
respectively), and (b) the Company shall in no event be liable to theCustomer or any other person or entity, whether in contract, strict liability,
tort or otherwise, for special, indirect or consequential damages of any kindwhatsoever, or claims of any third parties. By accepting delivery of the
Products ordered, the Customer agrees that it indemnifies and holds
harmless the Company from and against all claims, loss, damage andliability, including without limitation for personal injury, property damage orcommercial loss of whatever kind, directly or indirectly arising from orrelating to the hazards inherent in the Customer’s facilities or activities.

11. MEDICAL APPLICATIONS: In connection with any anticipated use of
Products by the Customer in medical applications, unless otherwise confirmed
in a written agreement executed by duly authorized representatives of Seller,
the Customer acknowledges and agrees that:(a) The Company’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 the Company’s Products to comply
with all applicable laws, regulations, codes and standards, including but notlimited to the U.S. Federal Food, Drug and Cosmetic Act and regulations of
the Food and Drug Administration. the Company’s Products have not been
designed, manufactured, tested or qualified for use in certain medical
applications (including life support systems) and the Company has not soughtor received any rulings from the FDA or any other federal, state, or local
government agency as to the safety, effectiveness or appropriateness of its
Products for such applications. Persons intending to evaluate or to use theCompany’s Products for medical purposes must rely on their own medical andlegal judgment without any representation on the Company’s part.
(b) The Customer will indemnify, defend, and hold harmless the Company 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 orproperty damage arising from the Customer’s incorporation of Products aspart of any product made by the Customer for medical applications, including
without limitation cardiac pacemakers, defibrillators, electrodes, leads, andprogrammers, and components therefore. The Company shall give theCustomer written notice of any such claim and shall cooperate in the defenseof such claim at the Customer’s expense.
12.

ACCEPTANCE; RETURNS: The Customer shall inspect Products
promptly upon their receipt. Unless the Customer notifies the Company inwriting within thirty (30) calendar days after the receipt of Products or therendering of services that the Products or services are nonconforming,
describing the nonconformity in commercially reasonable detail, theCustomer shall be deemed to have accepted the Products or services.
Acceptance as aforesaid shall constitute acknowledgment of full
performance by the Company of all its obligations hereunder. No
Products delivered and accepted under this Agreement are subject toreturns except upon (a) written approval of the Company and (b) paymentof a fair and equitable restocking charge as determined by the Company’s
restocking charge policy at the time of return.

13.

PATENTS: The Company agrees to settle or defend any suit or proceedingbrought against the Customer insofar as such suit or proceeding is basedon a claim that any Product constitutes direct infringement of any issued
United States patent. The Company shall pay all damages and costs finallyawarded therein against the Customer, provided the Company is informedby the Customer in writing within ten (10) calendar days after receipt by the
Customer and furnished a copy of each communication, notice or otheraction 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 orproceeding. 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, the Company shall, by its own election and at its own expense,
either (a) procure for the Customer the right to continue using such Product,
or modify it so that it becomes non-infringing, or (b) remove such Product,or part thereof, and grant the Customer a credit thereon and accept its
return. The Company shall notbe obligated to settle or defend any suit or proceeding, or be liable for any
costs or damages, if the Customer is in breach of any term herein or the
alleged infringement arises out of compliance with the Customer’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 withother goods or in the practice of a process. The Company’s obligations
hereunder shall not apply to any alleged infringement occurring after the
Customer has received notice of such alleged infringement unless theCompany thereafter gives the Customer express written consent for suchcontinuing alleged infringement. The Company shall not be bound in any
manner by any settlement hereunder made without its prior express writtenconsent, NOR SHALL THE COMPANY BE LIABLE FOR ANY INCIDENTAL
OR CONSEQUENTIAL DAMAGES ARISING OUT OF PATENTINFRINGEMENT. The
Company’s liability hereunder shall not exceed the purchase price paid by
the Customer for the allegedly infringing Product. If infringement is allegedprior to completion of delivery of a Product, the Company may decline to
make further shipments without being in breach of this Agreement. THE
FOREGOING STATES THE SOLE AND EXCLUSIVE LIABILITY OF THE
COMPANY FOR PATENT INFRINGEMENT AND IS IN LIEU OF ANY AND
ALL REPRESENTATIONS, WARRANTIES, OR CONDITIONS EXPRESSOR IMPLIED, IN REGARD THERETO. The Customer agrees,at its expense, to settle or defend and to pay costs and damages finallyawarded in any suit or proceeding against the Company based on anallegation that any Product furnished hereunder according to designs or
specifications furnished by the Customer infringes any patent, provided theCustomer is promptly notified in writing of such suit or proceeding and isgiven all authority (including the right to exclusive control of the defense ofany suit or proceeding), information and assistance necessary to defend
or settle any such suit or proceeding.
14. PROPERTY FURNISHED BY THE CUSTOMER: If the Customer furnishes
any
components, tools, dies, jigs or other property, equipment,material, or facilities to the Company in connection with the performance of
this Agreement, the Customer shall bear all risk of loss or damage withrespect to such property, equipment, material, or facilities and shallindemnify and hold the Company harmless from and against all loss, cost,
expense or liability arising in connection with its use of any such property,
equipment, material, or facilities. The Company shall not be responsible forany delay in performance or nonperformance hereunder or the failure of
any Product to conform to applicable specifications resulting, in whole or inpart, from the Company’s use of property, equipment, material, or facilities
furnished by the Customer.
15.

PROPRIETARY INFORMATION: As used herein, the term “Proprietary
Information” includes any information, material or apparatus, of aconfidential or proprietary nature obtained from the Company and any
information obtained from the Company which is not readily available to theCompany’s competitors and which, if known by a competitor of theCompany, might lessen any competitive advantage of the Company or givesuch competitor a competitive advantage. The Company retains ownershipof all Proprietary Information, whether written, oral, electronic, visual,graphic, photographic, observational or otherwise, and all documentation
which contains Proprietary Information. The Customer shall not disclose,
duplicate or reproduce any Proprietary Information, in whole or in part, norshall the Customer use any Proprietary Information other than in the courseof performing its obligations hereunder. The Customer shall take allreasonable steps to prevent the disclosure, duplication or reproduction of
any Proprietary Information. The Customer shall limit access to theProprietary Information to those employees of theCustomer with a valid need to know. Notwithstanding the foregoing, theCustomer shall not be required to refrain from disclosing or using any
Proprietary Information which has become known to the Customer if theoriginal source of such Proprietary Information was not the Company or any
person or party affiliated with the Company or having a relationship ofconfidentiality with or an obligation of confidentiality to the Company.
Upon request of the Company or termination of this Agreement, theCustomer shall immediately return any Proprietary Information provided,
including all copies made by the Customer.
16.

CANCELLATION: Neither this Agreement nor any release hereunder issubject to cancellation by the Customer except upon (a) written request of
the Customer and (b) written approval of the Company. Because theCompany’s expenses related to cancelling firm orders are dependent upon(i) the Company’s inventory carrying costs, (ii) the likelihood of the Company
quickly selling the subject Products to other customers, (iii) the Company’sother related out-of-pocket costs, and (iv)administrative costs, the Company
may charge the Customer a cancellation fee.
CANCELLATION OF STANDARD PRODUCT: If the Company
determines the Product being cancelled to be Standard Product, the theCompany may charge a cancellation charge according to the (a) quantity
being canceled, (b) time frame between the Customer’s request to theCompany to cancel and the order’s scheduled ship date, and (c)monetary amount of order being cancelled. The calculation of the exact
cancellation charge will be at the Company’s discretion. Any orders that
constitute twenty-five percent (25%) of the previous six (6) month usage ofa particular Product will be deemed “custom” and will follow the cancellation
condition of Custom Product, set forth below.
CANCELLATION OF CUSTOM PRODUCT: If the Company determines the
Product being cancelled to be Custom Product, as defined above, theCompany may deny the Customer’s cancellation request. If the Company
permits the cancellation of Custom Product, the Customer agrees to pay theCompany for all of the Company’s out-of-pocket costs associated withthe cancellation 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 the Company, which shallnot be less than twenty percent (20%) of such costs. In no case will thecancellation charge be less than the Company’s actual costs (including
overhead and other indirect costs). The amount of cancellation charge to be
charged to the Customer shall be determined at the sole discretion of theCompany and may equal 100% of the amount of the order at the time of theCompany’s receipt of the Customer’s request for cancellation. The
Customer is entitled to receive a written notice from the Company setting
forth how the cancellation charge was calculated. Upon payment of thecancellation charge, the Customer shall be entitled to receive all raw
materials and work in process, and the Company agrees to ship such
goods to the Customer at the Customer’s expense.
The Company reserves the right, by written notice of default, to cancel
any order, without liability to the Customer, in the event of the happeningof any of the following: insolvency of the Customer, the filing of a voluntary
petition in bankruptcy by the Customer, the filing of an involuntary petition
to have the Customer declared bankrupt, the appointment of a receiver ortrustee for the Customer, the execution by the Customer of an assignment
for the benefit of creditors, the discontinuance of business by the Customer,or the sale by the Customer of the bulk of its assets other than in the usual
course of business.

17. RESCHEDULES: The Customer may only reschedule an order with theCompany’s written consent. A reschedule should not extend further thanan 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.
18. RESALE OF PRODUCTS: the Customer agrees that it shall not resell any
Products purchased from the Company unless the Customer is anauthorized distributor of the Company’s Products. The Company shallnot be obligated to provide any warranty service or other technicalsupport for any Products not purchased directly from the Company or an
authorized distributor of the Company.
19. SPECIAL PACKAGING: Application equipment, applicators, hand tools andany 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.
20. NO LICENSE: Neither this Agreement nor purchase of any Products
hereunder shall be construed to confer upon the Customer or its customers
any license under any patent or other proprietary rights of the Company,
except the right to use such goods 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 partof the cost thereof to the Company. The Customer 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 the Company.
21. NON-WAIVER OF DEFAULT: No failure by the Company to insist on strict
performance of any term or condition hereof shall constitute a waiver of suchterm or condition or any breach thereof, nor shall such failure in any way
affect the Company’s legal remedies with respect to any default by the
Customer hereunder.
22.

APPLICABLE LAW: This Agreement and the sale of goods and services
hereunder shall be governed by and construed in accordance with thelaws of the Malaysia in which the Company is located, excluding laws
directing the application of the laws of another jurisdiction, and theCustomer hereby agrees to such exclusive jurisdiction. The United
Nations Convention on Contracts for the International Sale of Goods will
not, for any purpose, govern or apply to the sale of goods and services or
any transactions, performance or disputes hereunder.

23. ASSIGNMENT: The Customer may not transfer or assign thisAgreement or any interest herein, by operation of law or otherwise, without
the prior express written consent of the Company. Any attempted transfer orassignment without such consent shall be void. The Company may assign
its rights and delegate its duties hereunder.
24. ENTIRE AGREEMENT; MODIFICATION: This Agreement supersedes all
prior written and oral agreements and understandings between the
Company and the Customer with respect to the Products and services
specified herein. No representation or statement not contained herein shallbe binding upon the Company as a representation, warranty or condition orotherwise. No addition to or waiver, modification or cancellation of any
provision hereof shall be binding upon the Company unless in writing andsigned by a duly authorized representative of the Company.
25. NOTICES: Any notice required or permitted hereunder shall be in writing
and shall be deemed to have been given in the case of (i) personal service:at the time of service, (ii) registered mail: at the latest seven (7) days after
the date of mailing, (iii) e-mail: on the date a receipt-acknowledged
e-mail is sent; and (iv) fax: on the date of the fax on confirmation in thelog of the fax machine that the fax was sent to the number in issue in its
entirety, to the respective parties at the addresses set forth in the order orthe order acknowledgement or to such other person or address as theparties may designate in writing.
26. EXPORT CONTROL: The Customer acknowledges that Products,
software, and technical information provided under this Agreement are
subject to U.S. and other export laws and regulations. The Customer agrees
not to export, re-export, transfer, or transmit the Products, software, or
technical information except in compliance with all such laws andregulations. This sale is subject to any applicable governmental approvals
and, at the Company’s request, the Customer agrees to sign written
assurances and other export-related documents as may be required for theCompany to comply with export laws and regulations.

Updated November 2022