Purchase Order Terms and Conditions

1. ACCEPTANCE AND AGREEMENT. Seller agrees to perform the services (“Services”) and/or provide the goods or deliverables described in a PO (collectively referred to as “Goods”), in accordance with the terms and conditions in this Agreement and the terms and conditions on the face of the PO, which terms are incorporated herein by reference. Upon acceptance of a PO, shipment of Goods or commencement of Services, Seller shall be bound by the provisions of this Agreement, whether Seller acknowledges or otherwise signs this Agreement or the PO. A PO does not constitute a firm offer and may be revoked by SINCO at any time prior to acceptance. Any terms or conditions contained in any acknowledgment, invoice, or other communication unilaterally issued by Seller which are inconsistent with the terms and conditions of this Agreement shall not in any way govern or affect the contractual relationship between SINCO and Seller. To the extent that a PO might be treated as an acceptance of Seller’s prior offer, such acceptance is expressly made on condition of acceptance by Seller to the terms of this Agreement and shipment of the Goods or beginning performance of any Services by Seller shall constitute such acceptance. SINCO hereby reserves the right to reschedule any delivery or cancel any PO issued at any time prior to shipment of the Goods or prior to commencement of any Services. In such event, SINCO shall not be subject to any claims, charges or other fees, whether by Seller or otherwise, as a result of such cancellation.

2. DELIVERY. Time is of the essence in this PO. Delivery of the Goods and Services shall be made pursuant to the schedule, via the carrier, and to the place specified on the face in the PO unless changed by written instructions from SINCO prior to shipment. Seller shall promptly inform SINCO of any anticipated delay in shipment. SINCO reserves the right to return, shipping charges collect, all Goods or Services received more than three business days in advance of the specified delivery date or after the specified delivery date. If this PO calls for delivery in instalments and Seller fails to deliver an instalment on the designated delivery date, SINCO may decline to accept subsequent instalments and terminate the balance of this PO. If no delivery schedule is specified in the PO, the PO shall be fulfilled promptly and delivery will be made by the most expeditious form of transportation by air, land or sea . If no carrier is specified in the PO, Seller shall consult SINCO to determine the carrier. In the event Seller fails to deliver the Goods or Services within the time frame specified in the PO, SINCO may, at its option, decline to accept the Goods or Services and cancel the PO without any liability on its part or may demand its allocable fair share of Seller’s available Goods and cancel the balance of the PO without liability on its part. Seller agrees to fully indemnify SINCO against any and all claims, liabilities, damages, losses, and expenses, including attorneys’ fees and cost of suit arising out of or in any way connected with Seller’s failure to deliver the Goods or Services in accordance with the time frame specified in the PO. Seller shall package all items in suitable containers to permit safe transportation and handling. Each delivered container must be labelled and marked to identify contents without opening and all boxes and packages must contain packing sheets listing the contents of these boxes and packages. SINCO’s PO number must appear on all shipping containers, packing sheets, delivery tickets, and bills of lading. Seller will clearly identify the country of origin of all Goods delivered and will indemnify SINCO against any expenses, duties, penalties, damages, settlements, costs or attorney’s fees incurred by SINCO in connection with Seller’s failure to identify or misidentification of the country of origin. If Seller fails to deliver the Goods or Services in accordance with the delivery terms specified by SINCO in the PO, SINCO shall be entitled, without prejudice to its accrued rights against Seller for failure to deliver the Goods or late delivery of the Goods, to obtain such Goods or Services from other sources and in such event to reject late delivery of the Seller’s Goods or Services in favour of delivery from such alternative sources, and all additional costs in obtaining such Goods or Services from such alternative sources, including SINCO’ economic and administrative costs and any positive price differential for the Goods or Services or such generic substitute or alternatives thereto accepted by SINCO, shall be borne by Seller.

3. PRICE AND PAYMENT. The price of the Goods and Services are as indicated on the face of this PO, in US dollars unless other currency is indicated, and Price is inclusive of all of Seller’s costs (including labelling, packaging, taxes, duties, insurance and handling). If the Price is omitted from the PO, the Price will be the lower of: a) the lowest prevailing market price; and b) the lowest price paid for similar Goods/Services under any prior POs issued by SINCO for Goods/Services of similar specifications. Seller hereby guarantees that the Price is Seller’s best price to any customer for the same or similar Goods/Services and is competitive with any other seller’s price for similar Goods and/or services (“Price Guarantee”). SINCO may terminate this PO in whole or in part without liability on its part if Seller breaches its Price Guarantee. In such event, SINCO has no obligation to pay any amount to Seller in excess of the price payable had the Price Guarantee been fulfilled by Seller. Seller shall keep appropriate records to demonstrate compliance with this Section. Payment terms shall be net ninety (90) days from SINCO’s receipt of invoice unless otherwise specified on the face hereof.

4. WARRANTIES. Seller warrants to SINCO and its customers that the Goods shall be free of liens, new and unused, and shall perform in accordance with their published specifications and be free from defects in materials, workmanship and design for a period of two (2) years from SINCO’s receipt of such Goods. Seller warrants to SINCO and its customers that the Goods and Services shall be manufactured and/or produced and/or provided in accordance with the specifications and requirements designated by SINCO and/or SINCO’s customers. Seller also warrants to SINCO and its customers that the Goods and Services shall be manufactured and/or produced and/or provided in accordance with all applicable laws and regulations. Goods not meeting this warranty may be returned to Seller for credit or replacement at SINCO’s option and Seller agrees to indemnify SINCO against any and all claims made against SINCO for Seller’s failure to manufacture and/or produce the Goods in accordance with this warranty. The Seller also agrees to indemnify SINCO against any and all governmental fines and penalties levied for any breach of any applicable laws or regulations. Should Goods shipped in any 90-day period to SINCO or should all Goods received by SINCO experience a failure rate of more than 3% from the same defect or more than 5% from cumulative defects during the warranty period, Seller will be legally obliged to bear all reasonable costs incurred in rectifying such failures, including testing and field-recovery costs, costs of replacing the Goods and any costs and damages incurred by SINCO.

5. INSPECTION. SINCO shall have thirty (30) days from the date of receipt of the Goods or Services deliverables and before payment to inspect them for conformity with the PO and any applicable specifications and any statements of work signed by an authorised representative of SINCO, and Goods received prior to inspection shall not be deemed accepted until SINCO has run adequate tests to determine whether the Goods conform thereto. Use of a portion of the Goods for the purpose of testing shall not constitute an acceptance of the Goods by SINCO. If Goods tendered do not wholly conform to the provisions hereof, SINCO shall have the right to reject such Goods. Nonconforming Goods will be returned to Seller freight collect and risk of loss will pass to Seller upon SINCO’s delivery to the common carrier. Any Goods not rejected after a 30-day period shall be deemed accepted by SINCO.

6. TITLE AND RISK OF LOSS. Unless otherwise specified on this PO, Goods shall be delivered “Delivered Duty Paid” to SINCO’s location designated on the PO (Incoterms 2010), at which time title and risk of loss on the Goods shall pass to SINCO. If any of the Ordered Goods are destroyed prior to the time risk of loss passes to SINCO, SINCO may cancel this PO as to the destroyed Goods or require the prompt delivery of substitute Goods of equal quantity and quality.

7. CHANGES. SINCO may, by PO amendment issued to Seller, change (a) the method of shipment or packing, (b) the drawings, designs, or specifications, (c) the place of delivery, (d) the shipment date, (e) the quantity or (f) the delivery date. SINCO shall have the right to issue such PO amendments notwithstanding any other terms and conditions of this Agreement or the PO. Seller shall promptly inform SINCO of any modifications to the delivery schedule necessitated by such changes within three (3) days from receipt of a PO amendment. Within the same period, Seller shall also notify SINCO in writing of any increase or decrease in the cost of performance caused by a PO amendment and provide the necessary supporting documentation evidencing such an increase or decrease. SINCO shall have the option to make an equitable adjustment in the PO to reflect valid and reasonable cost variances by the requested SINCO changes. Seller shall advise SINCO in writing of any foreseeable part shortages, and shall advise SINCO in writing six (6) months in advance of obsolescence and/or end-of-life situations that could prevent Seller from supporting SINCO’s order for such Goods.

8. ITEMS FURNISHED BY SINCO. Unless otherwise specified by SINCO in writing, all designs, tools, patterns, drawings, data, materials, and equipment supplied or paid for by SINCO to Seller shall remain the property of SINCO, shall be used only for making the Goods for SINCO, shall be insured by Seller at replacement value, and shall be returned to SINCO in good condition upon completion of this PO. Seller assumes all responsibility for the accuracy of tooling used in the production of the Goods, whether such tooling is fabricated by Seller or furnished by SINCO.

9. INDEMNITY AND DAMAGES.

9.1 Indemnity: Seller shall indemnify, hold harmless, and at SINCO’s request, defend SINCO, its officers, directors, customers, agents and employees, against all claims, liabilities, damages, losses, and expenses, including attorneys’ fees and cost of suit arising out of or in any way connected with the Goods or Services provided pursuant to a PO, including, without limitation, (i) any claim based on the death or bodily injury to any person, destruction or damage to property, or contamination of the environment and any associated cleanup costs; (ii) Seller failing to satisfy the guidelines for an independent contractor; (iii) any claim based on the negligence, omissions, or wilful misconduct of Seller or any of Seller’s Affiliates; (iv) Seller failing to satisfy its obligations with regard to the protection of Confidential Data as described in Section 10 below; (v) Seller failing to comply with any requirement of any applicable law and/or regulation in respect of the provision of the Goods or Services; (vi) any claim by a third party against SINCO alleging that the Goods or Services, the results of such Services, or any other Goods or processes provided pursuant to a PO, infringe a patent, copyright, trademark, trade secret, or other proprietary right of a third party, whether such are provided alone or in combination with other products, software, or processes; (vii) any claim relating to or arising from Seller’s failure to fulfil the Warranties specified at Clause 4 of this Agreement; and (viii) any claim relating to or arising from Seller’s failure to provide the Goods or Services in accordance with the terms of the PO. Seller shall not settle any such suit or claim without SINCO’s prior written approval. Seller agrees to pay or reimburse all costs that may be incurred by SINCO in enforcing this indemnity, including attorneys’ fees. Should the use of any Goods or Services by SINCO, its distributors, subcontractors, or customers be enjoined, be threatened by injunction, or be the subject of any legal proceeding, Seller shall, at its sole cost and expense, either (a) substitute fully equivalent non-infringing Goods or Services; (b) modify the Goods or Services so that they no longer infringe but remain fully equivalent in functionality; (c) obtain for SINCO, its distributors, subcontractors, or customers the right to continue using the Goods or Services; or (d) if none of the foregoing is possible, refund all amounts paid by SINCO for the infringing Goods or Services.

9.2 Damages to SINCO: Seller acknowledges and agrees that SINCO may suffer loss or damage as a result of Seller’s material breach of this Agreement, including but not limited to any breaches arising from the matters or events set out in Clause 9.1 and if so, the Seller will be liable to compensate SINCO for such loss by payment of damages to SINCO. Seller’s obligation to pay such compensation to SINCO is in addition to Seller’s obligation to indemnify SINCO in accordance with Clause 9.1 above.

10. CONFIDENTIAL INFORMATION. Seller shall not, without first obtaining SINCO’s permission in writing, advertise, publish, or disclose the terms, details, or specifications of this PO, the amount of revenue generated or to be generated from this PO, or the fact that it has furnished or has contracted to furnish SINCO with the Goods or Services. Confidential Information means confidential or proprietary data, materials or information disclosed by SINCO to Seller: (i) in written, graphic, machine recognizable, electronic, sample, or any other tangible or visually perceptible form,; and (ii) in oral form, if it would be reasonable given the circumstances surrounding disclosure to conclude that SINCO considered such orally disclosed information confidential or proprietary (“Confidential Information”). Notwithstanding the foregoing, all SINCO information delivered by SINCO relating to this PO, including product specifications, prototypes, designs, samples, testing processes and results, quality and manufacturing procedures and requirements, customer information, software and related documentation, product or technology roadmaps, cost or price information, demand or volume information, market share, market or financial projections and other similar information, and the existence of this PO and/or Agreement and their terms and conditions, is Confidential Information without regard to designation or written confirmation as “confidential” or “proprietary”. Confidential Information is and at all times will remain the property of SINCO and SINCO’s ability to use or disclose the Confidential Information is not and will not be restricted in any way. Seller shall: (i) maintain the confidentiality of Confidential Information and not disclose it to any third party, except as authorized by SINCO in writing; (ii) restrict disclosure of, and access to, Confidential Information to its employees, contractors and agents who: a) have a “need to know” in order for Seller to perform its obligations under this PO, and: b) are bound to maintain the confidentiality of the Confidential Information by terms of nondisclosure no less restrictive than contained herein; (iii) handle Confidential Information with the same degree of care as Seller uses for its own confidential information, but in no event less than reasonable care; (iv) use Confidential Information only for the purpose of performing and, to the extent necessary, to fulfil its obligations under this PO; and (v) promptly notify SINCO upon discovery of any unauthorized use, access or disclosure of the Confidential Information, take all necessary steps to regain possession and protection of the Confidential Information and prevent further unauthorized actions or breach of this PO. Except as otherwise provided in this PO, no use of any Confidential Information is permitted, and no grant under any Intellectual Property Rights of SINCO is given or intended, including any license implied or otherwise. Seller shall not directly or indirectly export or re-export any Confidential Information to any country for which any applicable government, at the time of export or re-export, requires an export license or other governmental approval, without first obtaining the license or approval. Seller shall not reverse engineer, de-compile, or disassemble any Confidential Information. If Seller is required to access SINCO computer resources, systems or premises, Seller shall, and shall cause any person who may require access on Seller’s behalf to, first execute and deliver to SINCO, an adequate information protection and security/confidentiality agreement. Upon fulfilment, expiration, or termination of this PO or receipt of SINCO’s written request, Seller shall immediately stop using and return to SINCO all Property of SINCO and Confidential Information including without limitation all items that contain any Confidential Information, all SINCO-consigned inventory, all types of SINCO Property, all SINCO software and all other SINCO materials in Seller’s possession. Seller acknowledges that Confidential Information contains information that is proprietary and valuable to SINCO and unauthorized dissemination or use of the Confidential Information will cause irreparable harm to SINCO. Seller’s obligation to keep confidential the Confidential Information will survive for 5 years following the later of fulfilment, expiration or termination of this PO or Seller’s return or destruction of the Confidential Information and certification of such return or destruction. The provisions of this Clause shall survive the termination of this Agreement but the restrictions contained above shall cease to apply to any information which may come into the public domain otherwise than through unauthorized disclosure by the Seller or its employees.

11. TERMINATION. SINCO may terminate all or any part of this PO immediately at any time for its convenience, without liability to Seller, even for Goods or Services designated as non-cancellable/non-returnable, upon written notice to Seller. Seller will thereupon immediately: (a) stop work on the cancelled Goods or Services; (b) notify its subcontractors to do likewise; (c) cancel orders for components for the cancelled Goods or Services; (d) return unneeded components for cancelled Goods or Services to their Sellers or divert such components to jobs for other customers; and (e) broker non-returnable unneeded components for cancelled Goods. In addition to all remedies provided elsewhere in this PO and at law or in equity, SINCO also may terminate this PO immediately, without liability to Seller upon written notice if Seller: (a) fails to comply with any provision of this PO; (b) delivers a Goods or Service late; (c) provides a Goods or Service that fails to meet SINCO’s requirements; (d) delivers a Goods or Service which is defective or which does not conform to this PO; (e) fails to perform its obligations in respect of the PA as agreed or fails to provide reasonable assurances of future performance upon request; or (f) provides a Goods or Service that infringes or misappropriates any Intellectual Property Right. Upon fulfilment, expiration or termination of this PO, at SINCO’s request, Seller will transfer all records that pertain to this PO to SINCO, but retain a copy of any records required to be kept by law, rule, regulation, or in connection with any legal process or proceeding, subject at all times to applicable confidentiality obligations.

Seller may not in any event terminate all or any part of this PO except by providing SINCO with ninety (90) days’ written notice.

In the event of termination by the Seller for any reason, Seller shall provide all reasonable assistance to SINCO to enable another party chosen by SINCO to take over the manufacture and/or production and/or delivery of the Goods or Services. If, in the reasonable opinion of SINCO, the orderly transfer of the manufacture and/or production and/or delivery of the Goods or Services can only be effected if Seller continues to produce and/or manufacture and/or deliver the Goods or Services for a limited period of time, SINCO can require Seller to continue to do so for a period of up to nine (9) months from the expiration of the 90-day notice period required to be provided by the Seller. Seller shall indemnify, hold harmless, and at SINCO’s request, defend SINCO, its officers, directors, customers, agents and employees, against all claims, liabilities, damages, losses, and expenses, including attorneys’ fees and cost of suit arising out of or in any way connected with the Seller’s failure to provide SINCO with all reasonable assistance as required under this Clause.

12. General

12.1 FORCE MAJEURE. Neither party will be liable for any failure to perform, including failure to accept performance of Services or take delivery of the Goods as provided, caused by circumstances beyond its reasonable control including, but not limited to, acts of God, acts of war, government action or accident, provided it promptly notifies the other party and uses reasonable efforts to correct its failure to perform.

12.2 Severability. If any provisions of this Agreement or any document made in connection with this Agreement is determined by any court, tribunal or administrative body of a competent jurisdiction to be wholly or partly unenforceable for any reason, that unenforceability shall not affect the rest of this Agreement, the unenforceable part being deemed severed and deleted and the remainder continuing in full force and effect.

12.3 Legal and Regulatory Approvals. The Seller shall be responsible for ascertaining and obtaining the necessary legal and regulatory approvals required for its employees and/or agents as may be required to be present at the site of receiving the goods to perform the Seller’s obligations under this Agreement.

12.4 Governing Law and Jurisdiction. This Agreement is governed by and is to be construed in accordance with Singapore law and the parties agree to submit to the non-exclusive jurisdiction of the Courts of Singapore. The application of the United Nations Convention on Contracts for the International Sale of Goods 1980 to this Contract is hereby expressly excluded.

12.5 Third Parties. A person who is not a party to this Agreement herein shall have no rights under the Contracts (Rights of Third Parties) Act (Cap. 53B).

12.6 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and together shall constitute one document.

12.7 Exclusions. Nothing in this Agreement shall exclude or limit liability for death or personal injury resulting from the negligence of party or their servants, agents or employees.

12.8 Reliance. The Seller accepts that SINCO will be relying and relies on, inter alia, the skill and judgment of the Seller in relation to the design, description, manufacturing, quality, reliability, function, suitability and performance of the Goods or Services to be provided, and that any supply of samples of the Goods by the Seller to SINCO shall not in any way prejudice or affect the reliance placed by SINCO on the Seller as such.

12.9 Notices. Any notice to be served on either of the parties shall be sent to the address as stated on the PO herein or to such change of address as notified by the other party by registered post, facsimile transmission or by electronic mail and shall be deemed to have been received by the addressee within seven (7) days of posting or within twenty-four (24) hours if sent by fax or electronic mail with correct answerback.

12.10 Service of Process. Where the Seller does not have a presence in Singapore, it shall irrevocably authorize and appoint an agent who is resident in the Republic of Singapore as the Seller may by writing to SINCO inform, to accept service of all legal process arising out of or connected with this Agreement and service on such agent or such substitute shall be deemed to be service on the Seller. The Seller hereby undertakes to furnish SINCO with the name and particulars of such agent in the Republic of Singapore within seven (7) days from the date of the PO and further undertakes to inform SINCO of a substitute in the event the appointed agent no longer resides in Singapore or is no longer the Seller’s agent for the purposes hereunder within fourteen (14) days of the agent no longer residing in Singapore or no longer being the Seller’s agent for the purposes hereunder.

12.11 Variation. Subject to Clause 7 above, this Agreement shall not be varied, modified, supplemented, amended or cancelled in any respect unless such variation, modification, supplement, amendment or cancellation is expressly agreed in writing by each party or a duly authorized representative of such party. In addition to obligations of the Seller set out in the PO, the parties shall agree any other variations in writing hereto, including without limitation, such specifications with regards to printing and numbering on the Products or Services and identification of the cartons and such other documents identifying and/or listing the contents of each delivery or shipment.

12.12 Reasonableness. The Seller acknowledges that the provisions of the Agreement herein are fair and reasonable, and that the Seller accepts the same on an informed basis after having (where it deemed to be necessary by the Seller) consulted its own legal advisers.

12.13 SURVIVAL OF OBLIGATIONS. Any obligations and duties that by their nature extend beyond the expiration or termination of this Agreement shall survive the expiration or termination of this Agreement.