1. GENERAL
These Standard Terms and Conditions of Sale shall apply to all quotations and offers made, and purchase orders accepted, by Kinetic Technologies HK Limited, a Hong Kong Corporation (“Seller”). THESE STANDARD TERMS AND CONDITIONS OF SALE MAY, IN SOME INSTANCES, CONFLICT WITH THE TERMS AND CONDITIONS AFFIXED TO PURCHASE ORDERS OR OTHER PROCUREMENT DOCUMENTS ISSUED BY BUYER. IN SUCH CASE, THE TERMS AND CONDITIONS CONTAINED HEREIN SHALL PREVAIL. Seller’s acceptance of any purchase order of Buyer is strictly conditioned upon Buyer’s acceptance of these Standard Terms and Conditions of Sale. Buyer shall be conclusively deemed to have accepted the same upon any of the following by Buyer, its agents or representatives: (i) written or electronic acknowledgement or acceptance hereof, (ii) transmission to Seller, its agents or representatives of any order for Seller’s Products or services, or (iii) acceptance of or payment for any product or service covered hereby. Seller’s failure to object to any provision contained in any communication from Buyer shall not be deemed a waiver of any provision hereof. Any changes in the terms and conditions of sale contained herein, or in any document or agreement referred to herein, must be specifically agreed to in a writing signed by a corporate officer of Seller, before being binding on either party. All orders or contracts must be approved and accepted by the Seller at its head office in Sunnyvale, California, U.S.A. Seller may accept or reject any order at Seller’s sole discretion..

2. PRICING
Prices quoted are subject to modification or withdrawal without notice, unless otherwise stated in a written quotation provided by Seller. All invoices and charges for products and services will be at the price indicated in Seller’s written order acknowledgement, or other mutually agreeable form of order acceptance by Seller. In the event that the acceptance price differs from the price originally quoted to Buyer, Buyer may cancel such order without liability so long as it gives written notice thereof to Seller within five (5) days following the date of Seller’s order acceptance notice. Unless otherwise specified or required by law, all prices are exclusive of any sales, use, revenue or excise tax, import duty (including brokerage fees) or other tax (excepting only taxes based on Seller’s income), fees or other charges of any nature imposed by any public authority (national, state, local or other) applicable to the products and services described in the contract of sale. Such taxes, when applicable, shall be added to the purchase price and be paid by Buyer, unless Buyer delivers to Seller with the purchase order a proper tax exemption certificate acceptable to Seller and the applicable taxing authority.

3. TERMS AND METHOD OF PAYMENT
Unless expressly specified otherwise on the Seller's order acknowledgement, terms of payment shall be T/T Payment In Advance. All payments shall be in U.S. Dollars unless otherwise agreed in writing. Payment shall be made for the goods without regard to whether Buyer has made or will make any inspection of the goods.

4. TITLE AND DELIVERY
All shipments are made F.C.A.(Incoterms 2000), Seller’s factory, or such other facility designated by Seller. Any exceptions to these shipping terms must be agreed to in writing by Seller. Unless otherwise instructed in writing, Seller shall ship by the method which it deems most advantageous. Transportation will be collect, or if prepaid, will be subsequently billed to Buyer. Title shall pass to Buyer and Seller’s liability as to delivery shall cease on delivery of products to carrier at Seller’s facility, regardless of any provisions for payment of freight or insurance or the form of shipping documents. If shipments are consigned to Seller or Seller’s order, it shall be for the purpose of securing Buyer’s obligation under the contract only. Risk of loss or damage in transit will rest with the Buyer. All claims for loss or damage must be filed with carrier. Claims against Seller for shortage occurring before delivery to carrier shall be waived unless made within ten (10) days after delivery of shipment to Buyer. Notwithstanding any instruction from the Buyer, Seller shall have no obligation to ship via carrier which does not comply with applicable U.S. law.

5. INSPECTION
Buyer shall notify Seller upon receipt of goods of all discoverable defects, incorrect product, and visible defects, but no later than thirty (30) days of receipt. No return of goods will be accepted by Seller without a Return Material Authorization ("RMA") Number and returned goods must be in original manufacturer's shipping cartons complete with all packing materials. In the event that Buyer does not either complete final inspection and accept the goods or present a rejection notice to Seller in writing within thirty (30) days of delivery, the goods shall be conclusively deemed accepted. At that time, Buyer's only recourse or remedy for non-conforming or defective goods shall be Seller's standard warranty. Buyer's inspection and/or acceptance tests shall not exceed the inspection and/or test procedures customary in the industry for the goods furnished and shall be at Buyer's expense

6. CONTINGENCIES; DELAY; FORCE MAJEURE
All shipment dates and quantities are approximate. Seller will use commercially reasonable efforts to fill all orders according to the agreed upon schedule and quantity. Seller reserves the right to make products available in installments and the contract of sale shall be severable as to each such installment. Delay in delivery or other default of any installment of any one or more Products shall not relieve Buyer of its obligation to accept and pay for remaining deliveries. Seller shall not be responsible for any failure to perform resulting from unforeseen circumstances or causes beyond Seller's control. Examples of such causes include, but are not limited to, revolution or other disorders, wars, acts of enemies, strikes, lockouts, fires, floods, transportation delays or shortages, labor disputes, riots, insurrections, accidents, storms, inability to obtain materials or supplies, excessive demand for products over the available supply, customs duties or surcharges, any interruption for any reason in the manufacture of products by Seller's suppliers, any act of God, or the action of any government. In the event of a shortage of products, Seller may allocate, at its sole discretion, product production and deliveries.

7. WARRANTY
Seller warrants to Buyer that goods sold hereunder that are encapsulated integrated circuits of Seller will conform to the applicable Seller Specifications and be free from defects caused by defective material and faulty workmanship for a period of one (1) year from date of shipment to
Buyer. "Specification" as used herein shall mean the guaranteed minimum and maximum levels set forth in Seller's published datasheets in effect at time of sale. Seller further warrants that at time of delivery, Seller has free and clear title to the goods without liens and encumbrances.

Seller sole and maximum liability for breach of its warranties herein is limited to the obligation, at Seller's sole discretion to rescreen, reprocess or provide replacement goods, or credit Buyer's account, any goods delivered hereunder which either become defective or fail to meet the applicable specifications during the warranty period and which are found by Seller to be defective under the terms of this warranty, provided that (a) Seller is notified in writing by Buyer within thirty (30) days after discovery of defects or failure to meet Specifications; (b) Buyer obtains a Return Material Authorization form from Seller prior to returning any defective goods to Seller; (c) the defective goods are returned to Seller, transportation charges prepaid by Buyer (provided, however, that if upon examination by Seller, it determines that the goods are entitled to this warranty, then Seller shall be responsible for all transportation charges to and from Seller's facility); (d) the defective goods are received by Seller for adjustment no later than four (4) weeks following the last day of the warranty period; and (e) Seller's examination of such goods shall disclose that such defects or failures have not been caused by misuse, abuse, neglect, improper installation or application, repair, alteration, damage by rain, fire or casualty or by accident or negligence in use, storage, transportation or handling. In addition, Seller shall have no liability to Buyer to the extent such failure is caused by noncompatibility with other components used by Buyer. In the event that any one or more of the foregoing conditions is not satisfied, Seller shall have no liability under this warranty whatsoever. Buyer has an obligation to mitigate any damages related to integration of defective or non-conforming Parts. If Buyer has knowledge that such Parts are defective or non-conforming or Seller has advised Buyer that Parts are defective or non-conforming and in either event Buyer integrates such defective Parts, Seller shall have no liability to Buyer for any damages incurred by Buyer as a result. In the event that the foregoing exclusive remedy under this warranty is determined upon judicial review to have failed in its essential purpose through no fault of Buyer, the alternate exclusive remedy shall be the refund of the purchase price of the non-conforming or defective goods. Any repairs to or alterations on the goods shipped hereunder must be authorized in writing by Seller to prevent voiding Seller's warranty.

SELLER'S OBLIGATION TO HONOR THESE WARRANTIES IS CONTINGENT UPON SELLER'S RECEIPT OF PAYMENT IN FULL FOR THE GOODS ENTITLED TO THIS WARRANTY. SELLER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. SELLER HAS NOT AUTHORIZED ANYONE TO MAKE ANY REPRESENTATION OR WARRANTY OTHER
THAN AS PROVIDED ABOVE. THE FOREGOING STATES THE ENTIRE WARRANTY
LIABILITY OF SELLER.

8. LIFE SUPPORT POLICY
SELLER'S PRODUCTS ARE NOT AUTHORIZED FOR USE AS CRITICAL COMPONENTS IN LIFE SUPPORT DEVICES OR SYSTEMS WITHOUT THE PRIOR EXPRESS WRITTEN APPROVAL OF THE CEO OF SELLER.

As used herein:
a. "Life support devices or systems" are devices or systems which (i) are intended for surgical implant into the body, or (ii) support or sustain life and whose failure to perform when properly used can be reasonably expected to result in loss of life or significant injury to the user.
b. "Critical component" is any component in a life support device or system whose failure to perform can be reasonably expected to cause the failure of the life support device or system or to affect its safety or effectiveness.

9. CANCELLATION BY BUYER
Buyer may cancel or reschedule any order for convenience under the following terms and conditions: (a) for standard products, the minimum advance written notice to Seller for any cancellation or rescheduling is thirty (30) calendar days prior to the current acknowledged shipment, and such notice will be effective only upon the specific written approval of Seller's customer service department and may be subject to special charges; (b) for standard products with additional special handling, marking or other processing, Seller shall state the minimum advance written notice period for cancellation or rescheduling in Seller's order acknowledgement to Buyer for such Products, or at any other time prior to Seller's acceptance of an Order for such Products, which period in no event shall be less than thirty (30) calendar days prior to the current acknowledged shipment date. Cancellation and rescheduling terms with advance notice requirement greater than thirty (30) days may be designated at Seller's option, to be stated by Seller in written order acknowledgement sent to Buyer.

10. CANCELLATION FOR INSOLVENCY
Seller reserves the right to cancel any unfilled order immediately and without notice to Buyer in the event that Buyer becomes insolvent, is adjudicated bankrupt, petitions for or consents to any relief under any bankruptcy reorganization statutes, or in the judgment of Seller is unable to timely meet its financial obligations in the normal course of business.

11. LIMITATION OF LIABILITY
SELLER SHALL NOT BE LIABLE FOR DAMAGES DUE TO DELAYS IN DELIVERY OR USE. IN NO EVENT SHALL SELLER BE LIABLE FOR SPECIAL, CONSEQUENTIAL OR INCIDENTAL COSTS OR DAMAGES OF ANY KIND, HOWEVER CAUSED, WHETHER ARISING FROM CONTRACT, TORT, NEGLIGENCE OR OTHERWISE, INCLUDING (WITHOUT LIMITATION) DAMAGES TO PERSONS OR PROPERTY, LOSS OF PROFITS, GOODWILL, OVERHEAD COSTS OR PROCUREMENT OF SUBSTITUTE GOODS, LOSS OF PROFITS, OR ANY OTHER LIKE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, SELLER'S AGGREGATE LIABILITY TO BUYER AND THIRD PARTIES SHALL NOT EXCEED THE REFUNDING OF THE PURCHASE PRICE OF PRODUCTS HEREUNDER.

12. ASSIGNMENT
The Buyer shall not assign this order or any interest therein or any rights thereunder without the prior written consent of Seller.

13. LAW
This Agreement shall be governed by and construed under the laws of Hong Kong without regard to conflicts of laws provisions thereof or the United Nations Convention on Contracts for the International Sale of Goods. The sole jurisdiction and venue for actions related to the subject matter hereof shall be Hong Kong.

14. MODIFICATION OF STANDARD TERMS AND CONDITIONS
No addition to or modification of any of the provisions herein or upon the face or reverse of any order shall be binding upon Seller unless made in writing and signed by a duly authorized representative of Seller.

15. ARBITRATION
In the event that any dispute arises between Seller and Buyer with respect to any of the provisions herein or the performance of the terms and conditions hereof or of any modification hereof by either of the parties hereto, such dispute, if not settled by negotiations between the parties within a reasonable time, shall be settled by arbitration in accordance with the International Arbitration Rules of the American Arbitration Association then prevailing and judgment upon the award rendered may be entered in any court having jurisdiction thereon. In any such proceeding the arbitrator shall make every reasonable effort to resolve the matter expeditiously and to reduce the costs of the proceeding, by limiting discovery and other means; and neither party shall be entitled under any circumstances to receive punitive exemplary damages. Negotiation and/or arbitration results shall be treated as confidential. Unless the parties otherwise agree in writing, such arbitration shall be conducted in Hong Kong at the Hong Kong International Arbitration Centre. Judgment of arbitrator shall be final and binding. Each party hereto waives its right to an appeal and/or a jury.

16. GENERAL
Each shipment made hereunder shall be considered a separate transaction. In the event of any default by Buyer, Seller may decline to make further shipments. If Seller elects to continue making shipments, such action shall not constitute a waiver of any default by Buyer or in any way affect Seller’s legal remedies for such default.

Any change, waiver or deviation made by Seller in the course of doing business with Buyer shall not exclude or diminish, in any way, the effectiveness of any other portion of these Standard Terms and Conditions of Sale, nor shall it determine or limit the effectiveness of any agreement between the parties for any other transaction at any time.

If any term or provision hereof is determined to be illegal, unenforceable or invalid, in whole or in part, for any reason, such illegal, unenforceable or invalid provisions or part thereof shall be stricken, and such provision shall not affect the legality, enforceability or validity of the remainder. If any provision or part hereof is stricken in accordance with this subparagraph, then such stricken provision shall be replaced, to the extent possible, with a legal, enforceable and valid provision that is as similar in tenor to the stricken provision as is legally possible.

These Standard Terms and Conditions of Sale, and the documents and agreements referred to herein, set forth the entire agreement between the parties with regard to the subject matter hereof and thereof, and supersede all previous agreements between or among the parties. There are no agreements, representations or warranties between or among the parties other than those set forth herein, or the documents and agreements referred to herein. No waiver of any provision or consent to any action by Seller shall constitute a waiver of any other provision or consent to any other action, whether or not similar. No waiver or consent by Seller shall constitute a continuing waiver or consent or commit Seller to provide a waiver in the future, except to the extent specifically set forth in writing. Any waiver given Seller shall be null and void if Buyer has not provided a full and complete disclosure of all material facts relevant to the waiver requested.