1. ORDER

This purchase order (“PO”) is the offer extended by Zynix Inc. or its relevant affiliate (“Zynix”) for the acquisition of goods/services, subject to the terms herein. The PO forms a binding contract upon acceptance through acknowledgment or performance. If the PO follows a Supplier’s quotation, it only binds Zynix after the written approval of Zynix’s authorized representative. In case of Supplier’s refusal to accept the PO exactly as written, immediate return to Zynix is required along with an explanation for the refusal. Acceptance of the PO is expressly limited to the terms herein, and invoicing should not surpass the specified price.

2. PAYMENT

2.1 Terms of Payment. Supplier is obligated to submit a separate invoice to Zynix for each PO post the delivery of goods/services. Taxes payable by Zynix must be itemized separately in the invoice. Invoice prices follow Incoterms® 2010 as outlined in Clause 3. All payments must be made no later than the due date specified in the invoice, which shall not be less than 30 days. Zynix reserves the right to withhold such taxes or other amounts as required by applicable law from any amounts payable to Supplier. The remaining sum, after such withholding, paid to Supplier, constitutes full settlement of the invoice.

2.2 Interest. In case of late payment, Supplier is to impose interest on the outstanding sum at a rate of 1% per month from the due date until the entire sum is paid.

3. DELIVERY

3.1 Packing. All shipments must be packed efficiently to facilitate handling and reduce the risk of damage. Packaging charges are not allowable unless agreed upon in writing by Zynix.

3.2 Delivery. Unless otherwise agreed, Supplier is to deliver all goods to Zynix on a DDP basis under Incoterms® 2010. Title and all risks of loss or damage to the goods remain with Supplier until delivery to Zynix or the freight forwarder at the specified location.

3.3 Warranty. Supplier warrants that the goods adhere to the agreed-upon Specifications and are free from defects. Services must be delivered professionally and promptly, in accordance with the Specifications and fit for their intended purpose. Supplier further warrants that the goods/services provided do not infringe upon any third-party intellectual property or proprietary rights. These warranties benefit Zynix, its successors, assigns, customers, and users, surviving acceptance, use, and payment. Supplier is required, at its expense, to promptly repair or replace any goods that, within 15 months of delivery, fail to conform to the Specifications at Zynix’s discretion. The warranty for replaced or repaired goods extends by a further 6 months from the date of replacement/repair. These warranties and remedies are additional to any provided by law or otherwise with the goods.

3.4 Inspection and Acceptance. Zynix may inspect goods post-delivery and can reject or revoke acceptance of non-conforming goods. Rejected goods are to be returned to Supplier at Supplier’s sole risk and expense. Supplier must promptly refund Zynix for such goods. Any inspection or approval of goods is provisional and does not constitute final acceptance, nor does it waive any warranty rights under the PO.

4. TERMINATION

Zynix reserves the right to cancel any PO at any time without liability to Supplier: (a) for Supplier breach; (b) in case of Supplier bankruptcy or insolvency; or (c) if any Force Majeure Event persists for more than 30 consecutive days. Upon cancellation, Supplier is entitled to receive payment for services properly performed as of the cancellation date. Supplier is not entitled to cancel or amend any accepted PO.

5. CONFIDENTIALITY

Supplier acknowledges that all information and documents created by Zynix under the PO are the sole property of Zynix. All information provided by Zynix to Supplier, including Zynix’s intellectual property and other information affecting Zynix’s business operations (collectively, “Zynix’s Proprietary Information”), must be kept confidential by Supplier. It shall not be disclosed or used by Supplier without obtaining Zynix’s written consent, except for providing goods/services under the PO. However, this confidentiality clause does not apply to information known to Supplier before obtaining Zynix’s information, lawfully acquired from a third party, or entering the public domain other than by Supplier’s breach of the PO. Supplier is fully responsible for all Zynix’s Proprietary Information in its possession and must promptly, upon completion of the PO or on demand, return or destroy all documents, including all copies, containing such Zynix’s Proprietary Information to Zynix.