Terms of Purchase

THE TERMS SET FORTH ON BOTH SIDES OF THIS PURCHASE ORDER
CONSTITUTE THE ENTIRE AGREEMENT BETWEEN COMPANY AND SELLER
REGARDING THE IDENTIFIED GOODS AND SERVICES, AND COMPANY’S
PURCHASE IS CONDITIONED UPON SELLER’S UNQUALIFIED ASSENT TO THE
TERMS SET FORTH HEREIN, IN LIEU OF ANY TERMS IN SELLER’S QUOTATION,
ACKNOWLEDGMENT, ACCEPTANCE, OR OTHER DOCUMENTS. COMPANY WILL
NOT BE BOUND BY ANY TERMS OF SELLER’S DOCUMENTS THAT ARE IN
CONFLICT WITH, OR WHICH PURPORT TO ADD TO OR MODIFY THESE TERMS.
ACCEPTANCE BY SELLER OF THESE TERMS MAY BE MADE EITHER BY
WRITTEN ACCEPTANCE OR SHIPMENT OF ANY OF THE GOODS, OR
PERFORMANCE OF ANY OF THE SERVICES, SUBJECT TO THIS ORDER.

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Price and Payment Terms

Seller’s prices to Company shall not exceed those identified on this order, and shall not
be greater than the price charged to other buyers of similar quantities of similar goods
or services. Unless otherwise stated in writing signed by Company, all prices include
any applicable taxes, shipping or installation charges. Company will pay Seller’s
invoices in accordance with the terms on the reverse side of this purchase order; or, if
no terms are indicated, net 30 days after Company’s acceptance of the materials and/or
services subject to this order and receipt of Seller’s invoice. All payments due to Seller
shall be subject to a deduction by Company for amounts due to Company from Seller.

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Shipping and Delivery

Unless otherwise agreed to in writing signed by Company, all shipments shall be DAP
(Incoterms) the place of destination as designated by Company pursuant to this order.
Seller shall properly package and mark all containers and deliver to Company all
documents that Company needs to receive possession of the goods. Time is of the
essence under this order. Seller shall promptly notify Company of any possible delivery
delays. Company reserves the right to terminate this order, in whole or in part, without
any liability if Seller fails to deliver the goods or services as required by this order.

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Inspection and Acceptance

Notwithstanding any prior inspection or payments, all items will be subject to final
inspection and acceptance at Company’s plant within a reasonable time after delivery.
Company may reject any item that does not conform to the requirements of this order,
and may, at its option: (i) require Seller to repair or replace such items at no cost to
Company, (ii) return such items to Seller at Seller’s expense and risk and recover from
Seller the order price thereof, or (iii) correct such items and charge Seller the cost of
correction.

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Changes

Company reserves the right to change the delivery dates, destination, or specifications
provided for in this order. Seller shall promptly notify Company if such changes will
result in changes in Seller’s cost or time of performance.

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Termination of Order

Company may terminate this order in whole or in part with or without cause prior to
delivery. If Company terminates this order for cause Company shall have no liability
beyond payment of any balance owing for goods and/or services delivered to and
accepted by Company prior to notice of termination. If Company terminates this order
for its convenience it shall have no liability beyond payment of any balance owing for
goods and/or services delivered to and accepted by Company prior to notice of
termination and for work in progress that is requested for delivery and accepted by
Company.

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Warranty

Seller warrants that all goods (i) will be free from defects in materials, workmanship and
design, (ii) conform to all applicable specifications, samples, and descriptions, and (iii)
will be safe for normal use, are non-toxic, present no abnormal hazards to persons or
their environment, and may be disposed of as normal refuse without special
precautions. Seller also warrants that any services subject to this order will be
performed in a good and workmanlike manner consistent with applicable industry
standards. Seller further agrees to comply with all applicable laws and regulations
relating to the manufacture, sale and export of the goods or provision of the services.
The foregoing warranties are in addition to all other express or implied warranties, and
survive any delivery, inspection, acceptance, or payment by Company. In the event of
any breach of warranty, Seller shall, at Company’s option, promptly replace or repair
non-conforming goods or refund the purchase price. Seller will be liable in addition for
any damages, including cost of cover, caused by Seller’s breach.

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Indemnity

At Company’s option, Seller will defend at its own expense any claim, suit, or
proceeding against Company to the extent based upon (i) Seller’s breach of this
agreement, or (ii) a claim that goods or services provided by Seller infringe,
misappropriate or contribute to infringement of any patent, copyright, trademark or trade
secret of any third party. Seller will pay all damages, costs and expenses finally paid or
awarded to such third party. In addition, if as a result of such suit an injunction is issued
against Company that limits the use or sale of any goods or services purchased
hereunder, Seller at Company’s request shall supply Company with non-infringing
replacement items conforming to Company’s requirements.

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Limitation of Company’s Liability

IN NO EVENT WILL COMPANY BE LIABLE FOR ANY SPECIAL, INCIDENTAL,
INDIRECT AND/OR CONSEQUENTIAL DAMAGES INCLUDING LOST PROFITS,
ARISING OUT OF OR RELATING TO THIS ORDER OR ITS TERMINATION,
WHETHER OR NOT IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES. Company’s liability, regardless of the form of action, may not exceed the
purchase price stated on this order.

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Company Property

All equipment, tooling, plans or other objects and information obtained by Seller from
Company shall remain the property of Company and shall be returned to Company
upon request. Seller shall not disclose or use for any purposes other than that
contemplated by this order any Company equipment, tooling, processes, techniques,
designs, know-how, or other trade secret or confidential information.

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Applicable Law

This Agreement shall be governed by California law, without regard to its conflicts of law
principles. The United Nations Convention on Contracts for the International Sale of
Goods will not apply. Any action arising out of or relating to this order will be brought in
Santa Clara County, California or the U.S. District Court for the Northern District of
California, as applicable, and Seller hereby agrees and submits to the personal
jurisdiction and venue thereof.
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Miscellaneous

Any modifications of this purchase order must be in writing and signed by both parties.
The waiver by Company of any default will not waive subsequent defaults by Seller.
Seller shall not assign or delegate any of its rights or duties under this agreement
without Company’s written consent. Company may assign this order upon written
notice.