Scope. Notwithstanding anything otherwise provided, the terms and conditions hereof (“T&C”) apply to any and all transaction of products manufactured and sold by MXIC as well as related services (“Product”). In the event any provision of this T&C conflict with the terms affixed to buyer’s purchase order(s) or procurement documents, the terms of this T&C shall apply, govern and enforceable. MXIC's failure to object to conflicting terms and conditions affixed to buyer’s purchase order, procurement document and/or communication shall not be deemed as waiver of this T&C; and none of the sales representative of MXIC and/or its affiliated companies is authorized to waive the rights of MXIC and/or its affiliated companies.

Payment. Unless expressly identified in the purchase order accepted by MXIC in writing (“PO”), (1) all prices quoted by MXIC or its affiliated companies (“MXIC Group”) shall be FCA (Taiwan) as defined under INCOTERMS 2020, (2) payment of Products shall be made within thirty (30) days of the invoice date, (3) payment shall be in United States dollars, and (4) shall be electronically transferred to a bank or financial institution designated by MXIC in writing. Also, (1) late payments shall bear delay interests at the lesser of the three months LIBOR rate plus two percent, or the maximum rate allowed by applicable law, (2) if MXIC determines to take legal actions for breach of payment obligation, buyer shall pay expenses incurred thereof and reasonable attorney's fees, and MXIC may, at its sole discretion, suspend or delay the delivery of Products, cancel outstanding PO, reduce the certain Products, deliver Products COD, or require buyer or its assignee to post an appropriate letter of credit, Bank Guarantee or security, and/or enforce remedies, and (3) notwithstanding anything otherwise provided, defects of Products or delay in delivery shall not relieve buyer’s payment obligations.

Taxes. All prices of Products are exclusive of tax, whether present or future, including but not limited to tax relating to sales or use, value-added tax, import duty, and/or other tax, charge or duty. The above taxes, charges and/or duties shall be born and paid by buyer or Agent (defined below), and MXIC shall be reimbursed immediately if MXIC is demanded by authority to pay any of the above.

Delivery. Buyer shall notify MXIC its receipt of each delivery of Products with products code, quantity, variations to PO and/or damages incurred (if any) identified in a notice to MXIC within fourteen (14) days upon delivery of Products. Otherwise, MXIC shall be exempted from liabilities in connection with Products delivered. In the event (1) Products is delivered within the period of five (5) days prior to the delivered date of the PO and three (3) days thereafter, the Products of such PO shall be deemed deliver in time, and (2) if reschedule of delivery is required, buyer shall notify MXIC at least thirty (30) days prior to the original delivery date of the PO, and MXIC shall use commercial reasonable efforts to accept such reschedule to the extent the rescheduling of the same buyer does not exceeds four (4) times per year.

Acceptance. Buyer shall accept or reject Products within fourteen (14) days upon receipt, and failure to notify MXIC in writing with defect identified in the notice to MXIC shall be deemed unconditional acceptance. Also, the determination of Product’s conformity shall be based on final electrical testing using MXIC's standard procedures, yield guarantees (if any), or other standards agreed upon by the parties in writing. In no event shall buyer reject Products in violation of the above standards, and buyer shall proceed with a return material authorization ("RMA") to MXIC. Subject to the above, buyer may ship the rejected Products to MXIC, but buyer shall bear all risk of loss and/or damages which may incurred in connection with the above return unless MXIC confirms the non-conformity of Products after receipt of the returned Products, and if so, MXIC will, at its option, credit buyer the price of the Products received by MXIC or having the defective Product replaced by conforming Products.

Quotation. Unless otherwise agreed upon by the Parties in writing, the quotation of Products is valid for two (2) weeks only.

Intellectual Property Rights. All intellectual property rights of the Products and/or service, including but not limited to patent, copyrights, trademarks, trade names, mask works, trade secrets, know-how, ideas, proprietary information, data, etc., (individually or collectively "Intellectual Property Rights") shall owned by MXIC with no license granted to buyer, its assignee, and/or their respective contract manufacturer, supplier, agent, distributor, and/or customer (individually or collectively “Agent”).

Warranty & Disclaimer MXIC warrants that (1) the Products conform to MXIC's published specifications for a period of one (1) year from the shipment of Products to buyer or its assignee and (2) Products directly sold by MXIC are, upon delivery, be free and clear of liens and encumbrances; provided that such warranty does not apply to (i) any Products which have been misuse, modified, or altered, in parts or whole, by Agent, (ii) any non-conformities triggered by the conducts or omission of Agent, (iii) Products intended to be prototypes, risk production or engineering products, or (iv) any Products used in unauthorized ways or applications. Notwithstanding anything otherwise provided, MXIC's sole obligation, and Agent’s sole remedy for non-conforming Products shall be, at MXIC's sole discretion, to replace the nonconforming Products, or credit Agent the payments of the nonconforming Products received by MXIC, provided that (i) MXIC has received written notice of such nonconformity within the above warranty period, (ii) after MXIC's written authorization under RMA, buyer has returned the nonconforming Products to MXIC with freight prepaid; (iii) MXIC concludes that the Products are indeed nonconforming, and (iv) any replaced Products are subject to the foregoing warranty for only the unexpired warranty term of the original nonconforming Products. THIS WARRANTY IS IN LIEU OF ANY AND ALL OTHER WARRANTIES WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE, AND IN NO EVENT SHALL MXIC BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, WHETHER UNDER CONTRACT OR TORTS, EVEN IF MXIC HAS BEEN ADVISED OF THE POSSIBILITY OF SAME. ALSO, NOTWITHSTANDING ANYTHING OTHERWISE PROVIDED, (1) MXIC'S TOTAL LIABILITY FOR ANY AND ALL CLAIMS ARISING IN CONNECTION WITH THE PRODUCTS OR SERVICES, REGARDLESS OF THE LEGAL THEORY, ARE LIMITED TO THE TOTAL PRICES OF SUCH DEFECTIVE PRODUCTS ACTUALLY RECEVIED BY MXIC FROM BUYER FOR A TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING MXIC'S RECEIPT OF BUYER'S INITIAL ASSERTION OF SUCH DEFECTIVE CLAIM, AND (2) EXCEPT FOR THOSE EXPRESSLY PROVIDED UNDER THIS T&C, NO WARRANTY OR RIGHT IS GRANTED.

Life Support. Products are not for use of life support devices or systems, i.e., devices or systems which (1) are intended for surgical implant into the human body or (2) support or sustain human life, and whose failure to perform can be reasonably expected to result in a significant injury to or death of the human subject. Nor shall the Products be used as a critical component of a life support device or system, i.e. its failure to perform may cause the failure of the life support device or system, or to affect its safety or effectiveness. Notwithstanding anything otherwise provided, Agent shall indemnify, defend and hold MXIC harmless from and against any and all claims, damages, liabilities, costs and expenses incurred by MXIC resulting in connection with any claims, actions or proceedings brought against MXIC arising out of any unauthorized use of Products or in breach of this T&C.

Export Control. The parties and Agent shall comply with applicable export laws and regulations, including but not limited to the applicable laws of the Republic of China (“ROC”), United States, European, and other jurisdictions, and the Agent shall not, directly or indirectly, re-export any Products, technology or technical information of MXIC in violation of the above laws. Furthermore, buyer agrees to notify MXIC immediately if it or any of Agent is on the Restricted Company List of the United States Department of Commerce.

Force Majeure. In ​case of delays of delivery triggered by force majeure or other events beyond the control of MXIC, the anticipated delivery dates for products shall be deemed extended until the end of Force Majeure and MXIC’s obligation shall be exempted during such period.

Governing Law and Venue. This T&C and related transaction between the parties shall be governed by and construed under the laws of the Republic of China disregard the conflicts of laws, and any legal action in connection with the Products and related service or transaction shall be brought in a competent court in Taiwan, the ROC, and the Agent hereby submits itself to the jurisdiction of said courts by acceptance of the Products or service of MXIC.