CORPORATE PURCHASING: PURCHASE ORDER TERMS AND CONDITIONS

ENTIRE AGREEMENT
These terms and conditions together with any appearing on the face of Buyer's purchase order and any attachments will constitute the complete and exclusive agreement (Agreement) between NEC ELECTRONICS AMERICA, INC. (Buyer) and Seller. No modification to this Agreement will be binding on Buyer unless in writing signed by Buyer. Commencement of performance by Seller will constitute acceptance of this Agreement.

CHANGES
Buyer reserves the right to make changes in any one or more of the following: (a) specifications, drawings, and data incorporated into this Agreement where the goods to be furnished are to be specially manufactured for Buyer; (b) methods of shipment or packing; (c) place of delivery; and (d) time of delivery. If any such change causes an increase or decrease in the cost or time required for performance, an equitable adjustment will be made in the price or delivery schedule or both. Any claim by Seller for adjustment under this clause will be deemed waived unless made in writing within ten (10) days from receipt by Seller of the change. Price increases or extensions of time for delivery will not be binding on Buyer unless evidenced by a Purchase Order Change Notice issued and signed by Buyer.

DELIVERY
Time is of the essence of this Agreement. Delivery will be strictly in accordance with Buyer's schedule. Seller will immediately notify Buyer of any delays in shipping. Buyer reserves the right without liability to cancel this order in whole or in part if Seller fails for any reason to make delivery as required in accordance with Buyer's schedules. Shipments sent C.O.D. without Buyer's written consent will not be accepted by Buyer and will be at Seller's risk. All shipments must equal exact amounts ordered unless otherwise agreed in writing by Buyer. All shipments of hazardous materials will be accompanied by applicable Material Safety Data Sheets and in appropriately labeled packaging and containers.

PRICE
Buyer will not be billed at a price higher than stated on Buyer's purchase order unless Buyer agrees to such increase in writing. Seller represents that the price charged for the goods or services covered by Buyer' purchase order do not exceed the lowest price charged by Seller to buyers of a similar class for similar goods under similar conditions. Seller represents that prices comply with applicable government regulations in effect at time of quotation, sale, or delivery. Seller agrees that any price reduction made in goods covered by Buyer's purchase order subsequent to its placement will be applicable to Buyer's purchase order. Unless otherwise agreed, the contract price will include all applicable federal, state and local taxes of any kind in effect on the date Buyer's purchase order.

PACKING
No charge will be allowed for packing, boxing, or cartage unless otherwise agreed to by Buyer in writing. Goods not adequately or properly packed for the type and kind of carriage employed by Seller will be at Seller's risk. Each package or packing unit will contain a packing list bearing Seller or shipper's name and Buyer's purchase order number. The packing list will be located on the outside of the packaging or the shipment will be refused at Seller's expense and risk. Packing materials should consist of recyclable or reusable materials if possible.

DEFECTIVE OR NON-CONFORMING WORK OR GOODS
Buyer reserves the right to reject goods or service or to return goods which are defective or not in conformance with Seller's warranty or any specifications, requirements, or instructions in Buyer's purchase order. Rejected goods, which are returned to Seller, will be returned at Seller's expense and risk

TITLE AND RISK OF LOSS
Unless otherwise agreed in writing by Buyer, goods will ship F.C.A. origin (Incoterms 2000); title and risk of loss will pass to Buyer upon proper delivery of the shipment to the common carrier. When goods are shipped F.C.A. destination, Buyer will not be required to claim against the carrier and title and risk of loss will remain with Seller until proper delivery is made to Buyer at Buyer's ship to address on its purchase order. In any event, Seller will remain liable for any loss or damage to the shipment due to Seller's failure to properly package the shipment.

WARRANTY
Seller warrants that the goods or services to be provided will be in strict conformity to all requirements, specifications, environmental regulations, drawings, data, or designs and that the goods or services will be free from defects in material and workmanship. These warranties will survive Buyer's acceptance and payment of the goods or services and will be in addition to all other warranties granted Buyer by Seller or by law.

BUYER'S PROPERTY
All special dies, molds, patterns, jigs, fixtures, drawings, specifications, documents, materials, equipment supplied by Buyer or purchased or fabricated by Seller for Buyer will remain the sole property of Buyer and no title will pass from Buyer to Seller. Seller understands and agrees that Buyer's property is proprietary to Buyer and Seller agrees that it will not release or disclose Buyer's property without Buyer's prior authorization. Seller agrees that Buyer's property will be held by Seller at Seller's risk and will be held free and clear of all liens and encumbrances; used only in filling orders from Buyer; and kept separate from other materials specifically identified as property of Buyer. Seller waives any right it may have to withhold Buyer's property. Seller's failure to return Buyer's property will be deemed a material breach of this Agreement and will render Seller liable for incidental, special, consequential and general damages.

CLAIMS
Seller agrees to hold Buyer harmless and defend at Seller's expense, all suits, actions, controversy or proceedings against Buyer, any of Buyer's distributors or dealers, or the users of Buyer's products. Seller agrees to hold Buyer harmless and defend at Seller's expense any actual or claimed infringement of any U.S. or foreign patents, trademarks, or copyrights resulting from the use or sale of Seller's goods except infringement resulting from adherence to Buyer's specifications or drawings. Seller further agrees to pay and discharge any and all judgments or decrees, which may be rendered in any action against Buyer.

REMEDIES
If Seller breaches this Agreement, Buyer reserves the right to exercise any and all its rights and remedies available hereunder and at law, which rights and remedies will be cumulative. If Buyer breaches this Agreement, Seller's sole and exclusive remedy will be the recovery of the goods from Buyer or their price if sold by Buyer to a third party.

LIMITATION OF LIABILITY
Buyer will not be liable for incidental, consequential, indirect or special damages, even if Buyer has been advised of possibility of such damages.

COMPLIANCE WITH LAWS
Diversion of goods contrary to U.S. law is prohibited. Seller will use its best efforts to cooperate with Buyer to identify and classify controlled items and technology transferred by Seller to Buyer. Seller will comply with all federal, state and local laws and regulations applicable to the performance of its obligations including but not limited to: Fair Labor Standards Act of 1938, as amended; Williams-Stieger Occupational Safety and Health Act of 1970, as amended; Walsh-Healy Governmental Contracts Act of 1970, as amended; Service Contract Act of 1965, as amended; and the Equal Employment Opportunity clauses prescribed by Executive Orders 11246, 11375, 11625, 11701, and 11758 regarding non-discrimination because of race, creed, color, sex, age, national origin, physical or mental handicap, or veteran status. If the goods ordered are purchased for incorporation into goods sold under a United States Government contract or subcontract, the terms required to be included in that contract or subcontract will be deemed to apply to this Agreement.

TERMINATION
Buyer may at any time terminate any purchase order in whole or in part by email, mail, facsimile or telephone. If notice is given verbally, Buyer will confirm notice of termination in writing. If Buyer terminates because of Seller's breach for any condition including but not limited to breach of warranty or Seller's delay except due to considerations beyond Seller's control and without Seller's fault or negligence, Seller will not be entitled to any costs or profits and Buyer will have available all remedies provided in law and Equity.

PROTECTION OF PERSONAL INFORMATION
"Personal Information" is Buyer's information about individuals, which can identify such individuals by itself or in combination with other information. "Subject Personal Information" is personal information, which is disclosed by Buyer, whether directly or indirectly, to Seller. Seller will safeguard Subject Personal Information with a reasonable degree of care and will use it solely for the purpose of this Agreement. Seller will not disclose it without Buyer's prior written consent. Furthermore, Seller may not disclose said information until the third party has agreed in writing to observe all Seller's obligations under this Agreement. Seller will not make copies, in whole or in part, of Subject Personal Information without Buyer's prior written consent. If there is unauthorized disclosure, Seller will immediately report it to Buyer and follow Buyer's instructions. Seller will return Subject Personal Information (including copies) to Buyer when this Agreement expires, is terminated, or when requested by Buyer. When destroying the copies of Subject Personal Information made by Seller, Seller will shred or burn hardcopies or delete or destroy the media in case of electronic data copies. No termination of this Agreement by expiration or otherwise will affect any obligation on Subject Personal Information accrued prior to such termination.

GENERAL