1. OVERVIEW OF TERMS

When a customer, distributor, or retailer (“Vendor”) issues a purchase order (“PO”) to Zynix Inc and/or any of its affiliates (“Zynix”) for goods/services at the price stated in the PO, Vendor agrees that Zynix will deliver the goods/services on the terms set out herein (“Terms”). A binding contract is formed between Vendor and Zynix when Zynix acknowledges receipt of the PO in writing to Vendor.

2. PAYMENT

2.1 Terms of Payment. Prices specified in the PO shall be construed in accordance with the Incoterms® 2010 as set out in Clause 3. Zynix will issue a separate invoice for each PO when the goods/services have been delivered. Payment for each invoice shall be made no later than the due date set out in the applicable invoice. All payments are not subject to deduction for or on account of any GST or VAT, levies, and surcharges. Where Vendor is required by law to make any such deduction, Vendor shall gross up the sum payable to Zynix by such additional amounts as are necessary to ensure that Zynix receives the full amount of the payment under the invoice.

2.2 Interest. In the event of late payment, Zynix shall impose an interest on the outstanding sum at a rate of 1% per month (or such other rates as Zynix may prescribe from time to time) from the date the outstanding sum was due and payable until such sum is paid in full.

3. DELIVERY

3.1 Packing. All shipments shall be packed in a manner that, in Zynix’s sole discretion, will provide efficient handling and reduce the possibility of damage.

3.2 Delivery. Unless otherwise agreed between Zynix and Vendor, Zynix shall deliver all goods to Vendor on an FCA basis under Incoterms® 2010. The title and all risks of loss of or damage to the goods shall be borne by Vendor upon delivery to Vendor or the freight forwarder at the relevant location.

3.3 Warranty. All goods/services of Zynix are provided “as-is,” and Zynix disclaims any and all warranties, express, implied, or statutory, including, without limitation, any warranty of fitness for any particular purpose or non-infringement.

3.4 Inspection. Vendor is advised to inspect the delivered goods immediately upon receipt.

4. TERMINATION

Zynix reserves the right to cancel any PO or any part thereof without liability or compensation to Vendor:

• (a) for breach by Vendor of any provision of these Terms (as may be amended or revised);
• (b) on bankruptcy or insolvency of Vendor; or
• (c) where any Force Majeure Event continues for more than 30 consecutive days.

Vendor shall not be entitled to cancel or amend any PO once the PO has been confirmed by Zynix. In the event of cancellation (howsoever occasioned), Zynix shall be entitled to receive payment for services that have been performed as of the date of cancellation.

5. CONFIDENTIALITY

Vendor agrees that all drawings, technical information, reports, and all documentation created by Zynix pursuant to the work done under the PO shall be Zynix’s sole property, and Vendor further agrees that all information provided by Zynix to Vendor, and all information becoming known to Vendor concerning Zynix’s intellectual property and any other information affecting the business operations of Zynix (collectively, “Zynix’s Proprietary Information”) shall be maintained in confidence by Vendor and shall not be revealed in any manner to any party or used by Vendor without first obtaining Zynix’s written consent, thereto, except for the internal business purposes of Vendor that are being addressed by the goods/services of Zynix being provided under the PO; provided, however, that the provisions of this clause as they relate to the confidentiality shall not apply to information that was known to Vendor at the time Zynix’s information was obtained directly or indirectly from Zynix or which is lawfully acquired by Vendor from a third party or which becomes published or otherwise in the public domain other than by Vendor’s breach of these Terms. Vendor shall be fully responsible for all Zynix’s Proprietary Information in Vendor’s possession, and Vendor shall promptly upon completion of the fulfillment of the PO, or on demand, return or destroy all documents including all copies thereof containing such Zynix’s Proprietary Information to Zynix.

6. LIMITATION OF LIABILITY AND INDEMNITY

6.1 Limitation of Liability. Zynix’s liability, whether in contract, tort, or otherwise for any loss, damage, or injury arising directly or indirectly from any defect or error in the goods/services or any breach of Zynix’s obligations herein shall not exceed the amount equivalent to the price at which the goods/services are supplied to Vendor.

6.2 Indemnity. Vendor will indemnify, defend, and hold harmless Zynix, its directors, officers, employees, suppliers, and subcontractors against all claims, costs, and damages (including legal fees and costs) arising directly or indirectly out of any claim of product liability, personal injury, or death associated with the goods/services of Zynix, notwithstanding any claim that Zynix, its directors, officers, employees, suppliers, and subcontractors were negligent regarding the provision of the goods/services.

7. GENERAL

7.1 Assignment. Vendor may not assign its rights or obligations under the PO and the Terms unless the written approval of Zynix has been obtained, such approval not to be unreasonably withheld or denied. Zynix shall be entitled to assign its right or obligations under the PO to any of its affiliates upon providing Vendor with prior written notice of such assignment.

7.2 Compliance with Laws. The parties shall abide by all applicable laws in performing their obligations under the PO and the Terms.

7.3 Entire Agreement. If a sales agreement or any other definitive agreement has been put in place between Zynix and the Vendor, the same shall prevail over the Terms in the event of any inconsistency. In the absence of the same, the PO constitutes the entire agreement between the parties as to its subject matter and supersedes all prior representations and agreements in connection with that subject matter. The Terms may be amended or varied by Zynix at any time in writing.

7.4 Force Majeure. A “Force Majeure Event” means any event out of Zynix’s reasonable control (including but not limited to acts or omissions of another party, natural disasters, war, or strikes). If a Force Majeure Event prevents Zynix from partially or wholly complying with its obligations under the PO then as soon as reasonably practicable after such an event arises, Zynix must notify the Vendor of the event and Zynix’s obligations shall be suspended for the duration of such event.

7.5 Governing Law and Jurisdiction. The PO and the Terms are governed by the laws of Singapore. All disputes arising out of or in connection with the PO and the Terms shall be referred to arbitration in Singapore, in English, in accordance with the rules of the Singapore International Arbitration Centre for the time