ARROW STANDARD TERMS AND CONDITIONS OF SALE
1.

TERMS AND CONDITIONSAll quotations and sales are made only upon these CONDITIONS. This document, and not
any purchase order or other BUYER document (which, if construed to be an offer is hereby
rejected), will be deemed an offer or counter-offer and is a rejection of any other terms or
conditions. BUYER, by accepting any GOODS, making any payments or ordering any
GOODS having previously received these CONDITIONS, will be deemed to have assented tothese CONDITIONS, notwithstanding any terms contained in any prior or later communicationfrom BUYER. SELLER's failure to object to any document, communication or act of BUYER
will not be deemed a waiver of any of these CONDITIONS.
Any addition or change to these CONDITIONS must be specifically and expressly agreed to inwriting by a duly authorized officer of SELLER before becoming binding on SELLER.

2.

INTERPRETATION IN THESE CONDITIONS:'BUYER' means the person who purchases GOODS from the SELLER;'GOODS' means the GOODS which the SELLER is to supply in accordance with these
Conditions;“MANUFACTURER” means the supplier or manufacturer or original manufacturer who sells
the GOODS to SELLER and which are supplied or sold to BUYER.
'SELLER' means the SELLER named in the price quotations or invoices.
'CONDITIONS' means the standard terms and conditions of sale set out in this document and(unless the context otherwise requires) includes and special terms and conditions agreed inwriting between the BUYER and the SELLER which shall be governed and construed inaccordance with the laws of the SELLER's domicile;'CONTRACT' means the contract for the purchase and sale of the GOODS;'WRITING' includes telex, cable, facsimile transmission and comparable means ofcommunication.

3.

ORDERS AND SPECIFICATIONS
3.1
No order shall be binding on the SELLER unless and until confirmed in WRITING by
the SELLER's authorized representative.
3.2
The quantity, quality and description of any specification for the GOODS shall be thoseset out in the SELLER's quotation (if accepted by the BUYER) or the BUYER's order (ifaccepted by the SELLER).
3.3
The GOODS SELLER shipped are all in accordance with MANUFACTURER's
specification. Test data and other MANUFACTURER's documentation to support thiscertification are available in SELLER’S files or can be obtained from MANUFACTURER uponrequest.
3.4
If the GOODS are made wholly or partly in accordance with a specification submitted
by the BUYER, the BUYER shall indemnify the SELLER against all loss, damages, costs andexpenses which may be suffered or incurred by the SELLER from any claim for infringementof any patent, copyright, design, trade mark or other industrial or intellectual property rights ofany other person which results from the SELLER's use of the BUYER's specification.
3.5
The SELLER may make any changes in the specification of the GOODS which arerequired to conform with any applicable legal requirements or, where the GOODS are to be

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performance.
3.6
No order may be cancelled, rescheduled or reconfigured without SELLER's priorwritten authorization and, in such event, BUYER will be liable to SELLER for any additionalcosts and expenses incurred by SELLER. Prices are subject to change by SELLER upon
BUYER rescheduling or reconfiguration of orders. In case the part identified overleaf isclassified as NCNR (“Non-Cancellable, Non-Reschedulable and Non-Returnable”), suchorder of the NCNR part may not be cancelled, rescheduled or refunded without SELLER’s
prior written consent. SELLER shall effect delivery and issue invoice after 30 days (fromreceipt of the NCNR Parts from MANUFACTURER) if delivery date is not specified.
.
4.

PRICE AND PAYMENT TERM
4.1
The price of the GOODS shall be the SELLER's quoted price or, where no price has
been quoted (or a quoted price is no longer valid), the price listed in the SELLER's publishedprice list current at the date of acceptance of the order.
4.2
Prices do not include any taxes, freight, handling, duty or other similar charges,
payment of which will be the sole responsibility of BUYER. Prices are conditioned upon timely
payment and any past due balance will accrue interest as stipulated in these CONDITIONS.
Freight charges may be constructed on the basis of standard carrier tariffs and may not reflect
actual transportation costs.
4.3
The SELLER may, by giving notice to the BUYER at any time before delivery, increase
the price of the GOODS to reflect any increase in the cost to the SELLER which is due to any
factor beyond the control of the SELLER (such as, without limitation, any foreign exchange
fluctuation, currency regulation, alteration of duties, significant increase in the costs of labour,materials or other costs of manufacture), any change in delivery dates, quantities or
specifications for the GOODS which is requested by the BUYER, or any delay caused by any
instructions of the BUYER or failure of the BUYER to give the SELLER adequate information
or instructions.
4.4
Prices are also subject to change in response to MANUFACTURER price increases,
whereupon, BUYER may only cancel the undelivered portion of any affected order by
delivering written notice to SELLER PRIOR to the shipment thereof and within 10 days of its
receipt of notice of the price increase PROVIDED this provision does NOT apply to NCNR
purchase orders.
4.5 Unless otherwise stated in the terms of the subject quotation or, if no quotation is made,then in any price list of the SELLER, or any last date agreement signed between the parties,
then all prices are FOB SELLER facilities (that is, ex-works basis).

5.

TERMS OF PAYMENT
5.1
SELLER reserves the rights to issue invoice at any time after delivery of GOODS and
BUYER shall settle the invoice by the due date stated on the invoice or, where not so stated,within 30 days from the date of the invoice.
5.2
Subject to any special terms agreed in WRITING between the BUYER and the
SELLER, the SELLER shall be entitled to invoice the BUYER for the price of the GOODS on
or at any time after delivery of the GOODS, unless the GOODS are to be collected by the

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BUYER or the BUYER wrongfully fails to take delivery of the GOODS, in which event the
SELLER shall be entitled to invoice the BUYER for the price at any time after the SELLER has
notified the BUYER that the GOODS are ready for collection or (as the case may be) the
SELLER has tendered delivery of the GOODS.
5.3
The BUYER shall pay the price of the GOODS without any deduction within the credit
term allowed by the SELLER in WRITING, and the SELLER shall be entitled to recover the
price, notwithstanding that delivery may not have taken place and the property in the GOODS
has not passed to the BUYER. The time of payment of the price shall be of the essence of the
CONTRACT.
5.4
If the BUYER fails to make any payment on the due date then, without prejudice to any
other right or remedy available to the SELLER, the SELLER shall be entitled to(a)cancel the CONTRACT or suspend any further deliveries to the BUYER (whether
under the same CONTRACT to which the failure relates or under any other
CONTRACT); and(b)appropriate any payment made by the BUYER to such of the GOODS (or the GOODS
supplied under any other CONTRACT between the BUYER and the SELLER) as the
SELLER may think fit (notwithstanding any purported appropriation by the BUYER);
and(c)charge the BUYER interest (both before and after any judgment) on the amount unpaid,
at the rate of 2.5 per cent per annum above the prime rate or the maximum lending rate
permissible by the laws of the SELLER’s domicile, whichever is higher.
5.5
SELLER may at any time in its absolute discretion assign accounts receivable to any
SELLER affiliate. The BUYER is hereby expressly notified that any credit balance or othersum owed to BUYER which remains unclaimed by BUYER for a period of 18 months from thedate of cause of claim, will be absolutely forfeited by the SELLER as administration charges
and the BUYER hereby waives any claims it may have on such amounts.
6.

DELIVERY
6.1
SELLER will not be liable for any failure or delay in its performance or in the delivery or
shipment of GOODS, or for any damages suffered by BUYER by reason of such failure ordelay, when such failure or delay is caused by, or arises in connection with, any fire, flood,
accident, riot, earthquake, severe weather, war, governmental interference or embargo, strike,shortage of labor, fuel, power, materials or supplies, delay in delivery by SELLER's suppliersor MANUFACTURERS or any other cause or causes beyond SELLER's reasonable control.
SELLER reserves the right to cancel without liability any order, the shipment of which is or
may be delayed for more than 30 days by reason of any such cause. SELLER reserves theright to allocate in its sole discretion among BUYERs or potential BUYERs, or defer or delay
the shipment of, any product which is in short supply.
6.2
Where the GOODS are to be delivered in installment, each delivery shall constitute a
separate CONTRACT and any default by the SELLER relating to any one or more of theinstallment (whether in respect of delivery, quality or otherwise) shall not entitle the BUYER totreat the Contract as a whole as repudiated.
6.3
If the BUYER fails to take delivery of the GOODS or fails to give the SELLER adequatedelivery instructions at the time stated for delivery then, without prejudice to any other right orremedy available to the SELLER, the SELLER may store the GOODS until actual delivery andcharge the BUYER for the reasonable costs (including insurance) of storage; or sell the
GOODS at the best price readily obtainable and (after deducting all reasonable storage and3/8

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selling expenses) charge the BUYER for the shortfall (if any) below the price under the
CONTRACT.
6.4
In the absence of prior agreement as to shipping, SELLER may select a carrier.
BUYER will pay for storage charges if GOODS are held by SELLER at BUYER's request
pending instructions or rescheduled delivery.
6.5
GOODS are deemed accepted by BUYER unless BUYER notifies SELLER in writing
within 10 days (or such other time as agreed or set out in the purchase order) of delivery of
GOODS any shortages, damage or defect. No returns may be made for any reason without
notification within time as above said as well as with a Return Authorization Form issued by
SELLER. If BUYER refuses to accept tender or delivery of any GOODS or returns any
GOODS without authorization from SELLER, such GOODS will be held by SELLER for 7 days,
after which the SELLER is entitled to dispose of the GOODS as it sees fit, without prejudice toclaiming against the BUYER for the full amount of purchase price of the GOODS and anyother costs, expenses, charges, damages and loss as may be suffered by the SELLER
7.

RISK AND PROPERTY
7.1
Risk of damage to or loss of the GOODS shall pass to the BUYER:- (a) in the case of
GOODS to be delivered at the SELLER's premises, at the time when the SELLER notifies the
BUYER that the GOODS are available for collection; or (b) in the case of GOODS to bedelivered otherwise than at the SELLER's premises, at the time of delivery or, if the BUYER
wrongfully fails to take delivery of the GOODS, the time when the SELLER has tendered
delivery of the GOODS.
7.2
Notwithstanding delivery and the passing of risk in the GOODS, or any other provisionof these Conditions, the property in the GOODS shall not pass to the BUYER until the
SELLER has received in cash or cleared funds payment in full of the price of the GOODS andall other GOODS agreed to be sold by the SELLER to the BUYER for which payment is thendue.
7.3
SELLER retains a purchase money security interest in all GOODS sold by SELLER to
BUYER and in the proceeds of any resale of such GOODS, until the purchase price and anyother charges due to SELLER have been paid in full. BUYER agrees to execute any financing
statements SELLER may request in order to protect SELLER’s security interest and hereby
authorizes SELLER to execute and irrevocably appoints SELLER as its attorney to execute orenforce such financing statements. Upon any breach by BUYER of these CONDITIONS,SELLER will have all rights and remedies of a secured party under applicable law, whichrights and remedies will be cumulative and not exclusive. BUYER is responsible for all costs
and expenses incurred by SELLER in collecting any sums owing by BUYER (which may
include, but are not limited to, collection agency and reasonable attorney’s fees). The BUYER
shall bear all costs of the SELLER in enforcing any judgment or collection effort arising from
BUYER’s breach. SELLER shall have the right to offset any sums owed by the SELLER or its
associate company or subsidiary against any sums owed by BUYER to SELLER or its
associate company or subsidiary.
7.4
Until the property in the GOODS passes to the BUYER, the BUYER shall keep the
GOODS separate from those of the BUYER and third parties and properly stored, protected
and insured and identified as the SELLER's property, but shall be entitled to resell or use the
GOODS in the ordinary course of its business.
7.5

Until the property in the GOODS passes to the BUYER (and provided the GOODS are

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still in existence and have not been resold), the SELLER shall be entitled at any time torequire the BUYER to deliver up the GOODS to the SELLER and, if the BUYER fails to do soforthwith, to enter upon any premises of the BUYER or any third party where the GOODS are
stored and repossess the GOODS.
8.

WARRANTIES AND LIABILITY*
8.1
SELLER warrants those GOODS assembled or customized by it against defects
caused solely by faulty assembly or customization for 14 days after delivery. All other GOODS,
and the components and materials utilized in any assembled or customized GOODS, arecovered by, and subject to, the terms, conditions, and limitations of the MANUFACTURER's
standard warranty, which warranty is expressly in lieu of any other warranty, express or
implied, of or by SELLER or the MANUFACTURER. BUYER's exclusive remedy, if any, underthese warranties is limited, at SELLER's election, to any one of (a) refund of BUYER'spurchase price, (b) repair by SELLER or the MANUFACTURER of any GOODS found to be
defective, or (c) replacement of any such GOODS. BUYER acknowledges that except as
specifically set forth or referenced in this paragraph, THERE ARE NO REPRESENTATIONS
OR WARRANTIES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, IN ADVERTISING
MATERIALS, BROCHURES, OR OTHER DESCRIPTIVE LITERATURE) BY SELLER ORANY OTHER PERSON, EXPRESS OR IMPLIED, AS TO THE CONDITION ORPERFORMANCE OF ANY GOODS, THEIR MERCHANTABILITY, OR FITNESS FOR A
PARTICULAR PURPOSE, OR OTHERWISE. SELLER ASSUMES NO RESPONSIBILITY OR
LIABILITY WHATSOEVER FOR MANUFACTURER'S GOODS SPECIFICATIONS OR THE
PERFORMANCE OR ADEQUACY OF ANY DESIGN OR SPECIFICATION PROVIDED TO
SELLER BY OR ON BEHALF OF BUYER. Use of the BUYER's part number on the
CONTRACT or on any GOODS is for convenience only and does not constitute any
representation by SELLER with respect to the performance, specifications, or fitness of any
part for any purpose.
8.2
The above warranty is given by the SELLER subject to the following conditions: (a) the
SELLER shall be under no liability in respect of any defect in the GOODS arising from any
drawing, design or specification supplied by the BUYER; or from fair wear and tear, willfuldamage, negligence, abnormal working conditions, failure to follow the SELLER's instructions(whether oral or in writing), misuse or alteration or repair of the GOODS without the SELLER's
approval; (b) the SELLER shall be under no liability under the above warranty (or any otherwarranty, condition or guarantee) if the total price for the GOODS has not been paid by thedue date for payment.
8.3
Subject as expressly provided in these Conditions, all warranties, conditions or otherterms implied by statute or common law are excluded to the fullest extent permitted by law.
8.4
Except for the warranty coverage referenced in this Article 8, NEITHER SELLER NOR
ITS MANUFACTURERS WILL HAVE ANY LIABILITY OR OBLIGATION TO BUYER OR ANYOTHER PERSON FOR ANY CLAIM, LOSS, DAMAGE, OR EXPENSE CAUSED IN WHOLE
OR IN PART, DIRECTLY OR INDIRECTLY, BY THE INADEQUACY OF ANY GOODS FOR
ANY PURPOSE, BY ANY DEFICIENCY OR DEFECT IN ANY GOODS (WHETHER OR NOT
COVERED BY ANY WARRANTY), BY THE USE OR PERFORMANCE OF ANY GOODS OR
BY ANY FAILURE OR DELAY IN SELLER'S PERFORMANCE HEREUNDER, OR FOR ANY
SPECIAL, DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR
PUNITIVE DAMAGES, HOWEVER CAUSED, INCLUDING, WITHOUT LIMITATION,PERSONAL INJURY OR LOSS OF BUSINESS OR PROFIT, WHETHER OR NOT BUYERWILL HAVE INFORMED SELLER OF THE POSSIBILITY OR LIKELIHOOD OF ANY SUCHDAMAGES.

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8.5
Any claim by the BUYER which is based on any defect in the quality or condition of the
GOODS or their failure to correspond with specification shall (whether or not delivery is
refused by the BUYER) be deemed waived absolutely unless notified to the SELLER within
14 days from the date of delivery and the BUYER shall be bound to pay the price as if the
GOODS had been delivered in accordance with the CONTRACT.
8.6
The SELLER shall not be liable to the BUYER or be deemed to be in breach of the
CONTRACT by reason of any delay in performing, or any failure to perform, any of the
SELLER's obligations in relation to the GOODS, if the delay or failure was due to any cause
beyond the SELLER's reasonable control including (without limitation) any delay, default or
failure on this part of the MANUFACTURER(s) or ultimate MANUFACTURER(s) who supply
directly or indirectly the GOODS to the SELLER for resale to the BUYER.
8.7
The performance of any value-added service may void the MANUFACTURER's
warranty and render products non-returnable. Orders incorporating such services are,accordingly, non-cancelable and the products are non-returnable. Any third party value-added
service provider is deemed to be an agent of BUYER.
8.8
Any software or intellectual property included in or relating to GOODS is supplied by
the MANUFACTURER. SELLER makes no representation or warranty with respect thereto
and will have no liability in connection therewith.
8.9
BUYER agrees to comply with the MANUFACTURER's or other requirements withregard to proprietary and similar rights in and to such software and its intellectual property(including any requirement to enter into a separate license agreement and prohibitions
against duplicating or disclosing the same), even if the seal on any "shrink wrapped" software
has been broken by SELLER, and will indemnify SELLER against and hold it harmless fromany and all liability, cost or expense arising from a breach or purported breach of suchrequirements.
8.10 SELLER total liability to BUYER for all damages, losses and causes of action shall IN
ANY EVENT NOT exceed USD1000 or the total purchase price of the subject GOODS,
whichever the lesser amount.
* Where the Competition and Consumer Act 2010 of Australia (“CCA”) applies, Article 8 ofthese Conditions applies and operates to the fullest extent consistent with and permitted by
the CCA, but otherwise shall be read to the extent necessary to ensure these terms do notcontravene any part of the CCA.
9.

EXPORT CONTROL
9.1
BUYER understands that the GOODS may be subject to export, re-export, or otherrestrictions under the laws of the country of manufacture, the country of the seller/distributor,
and the country in which the BUYER resides. Therefore, BUYER, on behalf of itself, its
subsidiaries and affiliates, warrants and agrees to abide by all applicable laws and regulations
relating to the export and re-export of such commodities, software, and/or technology and the
direct products thereof in relation to GOODS obtained by BUYER and its subsidiaries andaffiliates. In particular:
 BUYER understands that U.S. origin commodities, software, and/or technology, exported
from the U.S., and/or foreign manufactured products made with U.S. origin technology or
more than de-minimis U.S. GOODS content are subject to U.S. re-export laws. In theevent of re-export, BUYER agrees to ensure that the required permissions (license,

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










license exception, etc., as applicable) will be obtained.
BUYER certify that the commodities, software, and/or technology will not be used, sold,re-exported or incorporated into products used directly or indirectly, in the design,development, production, stockpiling, or use of chemical or biological weapons, nuclear
programs (including activities related to nuclear explosive devices, nuclear reactors, andnuclear fuel-cycle activities), missiles (including cruise and ballistic missile systems,
space launch vehicles, sounding rockets, target drones, remotely piloted vehicles, andreconnaissance drones), and maritime nuclear propulsion projects except as authorizedunder applicable laws and regulations relating to the export and/or re-export of these
items.
BUYER certify that the commodities, software, and/or technology will not be sold,re-exported or incorporated into products for use by military, police, or intelligence entities,
or for any space applications except as authorized under applicable laws and regulations
relating to the export and/or re-export of items to such entities.
BUYER certify that the commodities, software, and/or technology will not be used directly
or indirectly, sold, re-exported or incorporated into products for the foreign vessels or
aircraft except as authorized under applicable laws and regulations relating to the export
and/or re-export of these items.
BUYER certify that the commodities, software, and/or technology will not be used directly
or indirectly, sold, re-exported or incorporated into products for the benefit of those namedby the U.S. government on the Entity List at Part 744 of the Export Administration
Regulations, or to persons designated by the U.S. government as Specially DesignatedGlobal Terrorists (SDGTs), Specially Designated Terrorists (SDTs), Foreign Terrorist
Organizations (FTOs) on the Specially Designated National (SDN) list, or to persons on
the SDN List followed by the suffix FRYM (relating to U.S. sanctions on the Federal
Republic of Yugoslavia and Montenegro).
BUYER certify that the commodities, software, and/or technology will not be used directly
or indirectly, sold, re-exported or incorporated into products that constitute general
purpose microprocessors for military end-uses or military end-users.
BUYER certify that no commodities, software, and/or technology obtained from SELLER,
its subsidiaries and/or affiliates, or of U.S. origin will be exported or re-exported (directly or
indirectly), diverted, or transshipped to or via any country in violation of U.S. unilateral or
U.N. economic embargo.

9.2
The GOODS SELLER sells may have been imported. Country of origin information isas provided to SELLER by its MANUFACTURERS and is, where applicable, printed on the
products or the manufacturer's innermost packaging.

10.

INSOLVENCY OF BUYER(a)
If the BUYER makes any voluntary arrangement with its creditors or (being an
individual or firm) becomes bankrupt or (being a company) becomes subject to an
administration order or goes into liquidation (otherwise than for the purposes of amalgamation
or reconstruction); or(b)
An encumbrance takes possession, or a receiver is appointed, of any of the property orassets of the BUYER; or(c)
The BUYER ceases, or threatens to cease, to carry on business; or(d)
The SELLER reasonably apprehends that any of the events mentioned above is aboutto occur in relation to the BUYER and notifies the BUYER accordingly. Then, without prejudice
to any other right or remedy available to the SELLER, the SELLER shall be entitled to cancel
the CONTRACT or suspend any further deliveries under the CONTRACT without any liability
to the BUYER, and if the GOODS have been delivered but not paid for the price shall become
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immediately due and payable notwithstanding any previous agreement or arrangement to thecontrary.
11.

ANTI-BRIBERYSELLER and BUYER each certifies that it complies with all applicable laws and regulations
including anti-bribery regulations (e.g. U.S. Foreign Corrupt Practices Act and the
U .K .Bribery Act) in the jurisdictions where it operates.

12.

CONFIDENTIALITY
BUYER agrees to use reasonable measures, but in any event no less than the standard
applied in handling its own confidential / proprietary information, in handling and maintaining
in confidence any confidential / proprietary information as disclosed by SELLER.

13.

13.
SEVERABILITY
In the event that any CONDITIONS herein shall be held invalid or unenforceable by a court ofcompetent jurisdiction, such shall not negate the validity or enforceability or any other
CONDITIONS hereof.

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