(Delta Electronics Manufacturing Corporation, hereinafter referred to as “Seller”)


1. SCOPE

The terms and conditions of sales contained herein apply to all quotations made and purchase orders entered into by the Seller with the Buyer. The present terms and conditions may in some instances conflict with the terms affixed to the form, or order blank and/or specified by the Buyer. Therefore, acceptance of the buyer’s order is made only on the express understanding and condition that insofar as these standard terms and conditions conflict with any terms and conditions of the Buyer’s order, these standard terms and conditions shall take precedence. Any changes in the standard terms and conditions of sales contained herein must specifically be agreed to in writing by an authorized officer of the Seller before becoming binding on the Seller. These terms and conditions of sale shall be applicable whether or not they are attached to or enclosed with the products sold or to be sold.

2. QUOTATION

Quoted prices are open for acceptance by the Buyer within thirty (30) days from the date of quotation. Unless otherwise stated prices are but subject to changes in foreign exchange rates, precious metal prices, purchase or sales tax, custom tariff, and other direct taxes, between date of quotation and date of shipment.

3. ORDERS

All orders are subject to final acceptance by the Seller. The Seller reserves the right to accept or to reject any order from any Buyer, in whole or in part. The Seller reserves the right (without prejudice to any other remedy) to cancel any uncompleted order, or to suspend delivery in the event of any of the Buyer’s obligations to the Seller not being complied with, or in the event of any act or omission of Buyer which delays Seller’s performance. On the cancellation of any order, the Buyer undertakes to indemnify the Seller against all losses, including cost of all labor, materials, overheads, damages, charges, expenses and attorney’s fees and costs arising out of the order and its cancellation. Blanket orders will be accepted for annual quantity pricing, provided they are firm orders for a stated quantity and total delivery is accepted by the Buyer within one (1) year after date of blanket order entry or as stated otherwise. Orders are subject to a variation of ten percent (10%) over or under the quantity or weight specified and performance will be considered complete on that basis. If price is stated in terms of unit weight, the total contract price will be adjusted to conform to the quantity or weight delivered. The Seller assumes no further liability for variations.

4. TITLE AND DELIVERY

The goods shall be delivered F.O.B. Seller’s plant or designated warehouse and title thereto and liability for loss of damage in transit or thereafter shall pass to Buyer upon Seller’s delivery of the goods in good condition to a common carrier for shipment to Buyer or upon Seller’s delivery of the goods directly to Buyer at Seller’s plant or designated warehouse if no common carrier is required. Buyer shall pay all shipping costs. Seller retains a security interest in the goods until the entire payment due, and all other monies payable hereunder are paid in full. Buyer agrees that a copy of this Agreement is sufficient and may be recorded as a financing statement. A financing statement may be filed without Buyer’s signature on the basis of this Agreement. 
Unless instructions from Buyer specify the method of shipment to be used, the Seller will exercise its own discretion. Times quoted for shipments will date from receipt by Seller of order accompanied by all necessary information enabling work to commence together with any import license and/or permits, which may be necessary, or letters of credit or other instruments of payment which may be requested by Seller. Shipping dates are estimated only and are not guaranteed. The Seller shall not be liable for failure to meet such dates. In no event will Seller be liable for any procurement costs relative to missing dates. Seller will in no event be liable for delay, or non-delivery due to causes beyond its reasonable control, including, but not limited to, acts of God, acts of civil or military authority priorities, fires, strikes, lockouts, slowdowns, factory or labor conditions, errors in manufacture and inability to obtain necessary labor, materials or manufacturing facilities. In the event of such delay, the date of delivery shall, at the request of the Seller, be deferred for a period equal to the time lost by reason of the delay.

5. TAXES

All federal, state, county, local or other taxes, levies or duties (of whatever nature) applicable to the goods sold, shall be paid by the Buyer in lieu thereof, the Buyer shall provide the Seller with a tax exemption certificate acceptable to the taxing authorities.

6. PAYMENTS

All orders are subject to credit approval before acceptance. All invoices are due and payable in United States in the Seller’s judgment, the Buyer’s financial condition does not at any time justify the terms of payment specified, the Seller may cancel any unfilled orders unless the Buyer shall at the Seller’s option:
    (a) Immediately pay for any goods delivered or manufactured to Buyer’s specifications; or
    (b) pay in advance for all goods ordered but not delivered; or
    (c) make any other credit or payment arrangements acceptable to Seller.
Each shipment shall be considered a separate and independent transaction, and payment therefor shall be made accordingly. In the event of any default by the Buyer, Seller may decline to make further shipments, without in any way affecting its rights currency without discounts thirty (30) from date of invoice, unless other terms are set by Seller in writing. If, despite any default by the Buyer, the Seller elects to continue to make shipments, its action shall not constitute a waiver of any default by the Buyer, or in any way offset the Seller’s legal remedies for any such default. In the event of any default by the Buyer, Seller shall be entitled to receive from the Buyer all expenses arising out of such default, including attorney’s fees and costs through appeal.

7. PATENTS

The Buyer shall indemnify and hold the Seller harmless against any expense or loss resulting from any claims for actual or alleged infringement of patents or trademarks arising from compliance with Buyer’s designs, specifications or instructions. The sale of goods by the Seller does not convey any license, by implication, estoppel, or otherwise, under patent claims covering combinations of said goods with other devices or elements.

8. WARRANTY

We warrant our parts to be free of defects and workmanship for one year from purchase. During that time we will repair or replace (at our option) any parts found to be defective. The warranty does not apply to parts that have been modified, used in conditions exceeding Seller’s, or military specifications, or disassembled. We will not, under any circumstances, be responsible for consequential or incidental damages or installation costs. No other warranties apply, and no other liability may be assumed or extended by representatives or distributors. The terms of the applicable warranty or warranties, as the case may be, as set forth herein are the sole and exclusive warranty terms that shall have any force or effect in the any product order, resulting from the quotation and such terms and in lieu of all other warranties, expressed or implied, including the implied warranties of merchantability and fitness for a particular purpose, which are hereby expressly excluded.

9. RETURNS

No products are to be returned without written authorization from the Seller and then only in accordance with the Seller’s terms and instructions.

10. ASSIGNMENT

The Buyer shall not assign its order or any interest therein or any rights hereunder without the prior written consent of Seller.

11. INTERPRETATION

The buyer hereby acknowledges that it has read this agreement, understands it, and agrees to be bound by its terms and conditions. Further, the buyer agrees that it is the complete and exclusive statement of the agreement between the parties which supersedes all proposals or prior agreements, oral or written, and all other