Chip 1 Exchange USA, Inc. Terms and Conditions

THE SALE OF PRODUCTS AND SERVICES ("PRODUCTS") BY Chip 1 Exchange, INC. (“Chip-1”), ARE SUBJECT TO THESE TERMS AND CONDITIONS ("AGREEMENT") REGARDLESS OF OTHER OR ADDITIONAL TERMS OR CONDITIONS THAT CONFLICT OR CONTRADICT THIS AGREEMENT IN ANY PURCHASE ORDER, DOCUMENT, OR OTHER COMMUNICATION ("ORDER"). PREPRINTED TERMS AND CONDITIONS ON ANY CUSTOMER ("CUSTOMER") DOCUMENT (FOR EXAMPLE: PURCHASE ORDERS OR CONFIRMATIONS) AND/OR Chip-1'S FAILURE TO OBJECT TO CONFLICTING OR ADDITIONAL TERMS WILL NOT CHANGE OR ADD TO THE TERMS OF THIS AGREEMENT.

1.) ORDERS All Orders are subject to acceptance by Chip-1. Chip-1 reserves the right to distribute the sale of Products amongst its customers. All orders are considered non-cancelable and non-returnable ("NCNR") unless approved in writing by Chip-1. The Customer may not terminate or reschedule orders for any Products without Chip-1's permission, which permission shall not be unreasonably withheld. However, once orders (Product) are shipped, no cancellation or reschedules shall be permitted.

2.) PRICES Chip-1 quoted prices are valid for 30 days or as otherwise specified in its quote. Notwithstanding this period, Chip-1 may boost prices if Chip-1's costs increase or due to other circumstances beyond Chip-1's reasonable control. Chip-1 shall provide notice to customer prior to shipment, giving the Customer the opportunity to revoke the order, which revocation shall be made in writing within 24 hours of such announcement. Prices are for Products only and do not include taxes, impositions and any other charges, fees, shipping charges and duties imposed by any government authority. Customer is responsible for any additional fees and taxes.

3.) TERMS OF PAYMENT. Payment of the total invoice amount, without offset or deduction, is due 30 days from the invoice date. On any past due invoice, Chip-1 interest shall accrue from the payment due date to the date of payment at 1% per month, plus if applicable, any reasonable attorney fees and collection costs. Chip-1 may modify the terms of Customer's credit at any time and Chip-1 shall provide at least 10 days’ notice of any such modification. Chip-1 may apply payments to any of Customer's accounts and may apply said payments to the oldest outstanding invoice, plus interest charges, if applicable.

4.) DELIVERY AND TITLE. Unless otherwise specified by Chip-1 in writing, all deliveries by Chip-1 are EXW Chip-1’s warehouse. Title shall pass to Customer upon delivery of the Products to the carrier. Chip-1’s delivery dates are estimates only and subject to timely receipt of Product by Chip-1 from our suppliers. Chip-1 is not liable for delays in delivery. Chip-1 reserves the right to make incomplete deliveries and Customer will accept delivery and pay for the Products delivered. A delayed delivery of any part of an Order does not entitle Customer to terminate other deliveries.

5.) ACCEPTANCE OF PRODUCTS AND PRODUCT RETURNS Customer must notify Chip-1 in writing of any damage, shortage, or other discrepancy to Products within 5 days after delivery. After this time period, Customer is considered to have accepted the Products and may not rescind acceptance. Customer cannot return Products without a return material authorization ("RMA") number. "RMA" Requests will only be reviewed if the application is made within 30 days of delivery and acceptance of product. Returned Products must be in original manufacturer's shipping containers or equivalent. Customer must return all Products, freight prepaid, as detailed in the RMA and pay any restocking charges. At Chip-1's discretion, Chip-1 will return all Products not eligible for return to Customer freight collect, or hold Product for Customer's account at Customer's expense.

6.) CHIP 1's LIMITED WARRANTY Chip-1 will transfer to Customer any Product warranties and indemnities authorized by the manufacturer, including any transferable warranties and indemnities for intellectual property infringement. Such transfer is not a lengthening of any warranty period. Chip-1 warrants the Products will conform to the manufacturer's specifications. Value-added work performed by Chip-1 on Products will conform to Customer's specifications. Chip-1 MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED. Chip-1 MAKES NO WARRANTY OF MERCHANTABILITY, FITNESS FOR PURPOSE OR NON-INFRINGEMENT. If Products do not meet manufacturer's specifications or if value-added work by Chip-1 does not meet Customer's specifications, Chip-1 has the option to (1) repair the Products, (2) replace the Products at no cost to Customer; or (3) refund Customer's purchase price. Customer must return the contended non-conforming Products to Chip-1, along with acceptable proof of purchase, within 30 days from date of delivery, freight charges prepaid.

7.) LIMITATION OF LIABILITY Chip-1 IS NOT LIABLE FOR AND CUSTOMER IS NOT ENTITLED TO ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES; FOR EXAMPLE, LOSS OF PROFITS OR REVENUE, LOSS OF DATA, LOSS OF USE, REWORK, MANUFACTURING EXPENSE, INJURY TO REPUTATION, OR LOSS OF CUSTOMERS. CUSTOMER'S RECOVERY FROM Chip-1 FOR ANY DIRECT DAMAGES WILL NOT EXCEED THE PRICE OF THE PRODUCT AT ISSUE. CUSTOMER WILL INDEMNIFY, DEFEND AND HOLD Chip-1 HARMLESS FROM ANY CLAIMS BASED ON; (i) Chip-1'S COMPLIANCE WITH CUSTOMER'S DESIGNS, SPECIFICATIONS, OR INSTRUCTIONS, (ii) MODIFICATION OF ANY PRODUCTS BY ANYONE OTHER THAN Chip-1, OR (iii) USE IN COMBINATION WITH OTHER PRODUCTS.

8.) FORCES BEYOND CHIP-1's CONTROL Chip-1 is not liable for failure to fulfill its obligations for any accepted Order or for delays in delivery due to causes beyond its reasonable control, (for example: acts of God, acts or omissions of the Customer, man-made or natural disasters, epidemic or medical crises, materials shortages, strikes, acts of terrorism, delays in transportation, or inability to obtain labor or materials through its regular sources).

9.) USE OF PRODUCTS Products are not authorized for use in crucial safety or other applications where a failure may reasonably be expected to result in personal injury, loss of life, or catastrophic property damage. If Customer uses or markets the Products for use in any such applications, Customer acknowledges that such use or sale is at Customer's sole risk. Customer will indemnify, defend and hold Chip-1 and the Product manufacturer harmless from and against any and all liabilities and costs arising out of or in connection with such usage or sale.

10.) EXPORT/IMPORT Certain Products sold by Chip-1 and other related technology and documentation are subject to export control laws, regulations and orders of the United States and the export or import control laws and regulations of other countries. Customer will not directly or indirectly export or redirect any Products and other related technology and documentation to any third party or country where such export or transmission is restricted or forbidden. Customer agrees it is their sole responsibility to obtain any license to export, re-export, or import as may be required.

11.) PRODUCT INFORMATION Product information, including information related to a Product's specifications, export/import control classifications, uses or conformance with legal or other requirements, is obtained by Chip-1 from its suppliers or other sources. Such information is provided by Chip-1 on an "AS IS" basis. Chip-1 makes no representation as to the accurateness or completeness of the Product information, and disclaims all representations, warranties and liabilities under any theory with respect to the Product information, including any implied warranties of merchantability, fitness for a particular purpose, title and non-infringement. Chip-1 recommends Customer validate any Product Information before using or proceeding on such information. All Product information is subject to modification without notice. Chip-1 is not responsible for typographical or other errors or omissions in Product information.

12) GENERAL

a. The laws of the State of California will exclusively govern any dispute between Chip-1 and the Customer without reference to California's conflict of laws principles. The United Nations Convention for the International Sale of Goods shall not apply. Venue shall be in Orange County, California.

b. Customer may not designate this Agreement without the prior written consent of Chip-1. Chip-1 or its affiliates may perform the obligations under this Agreement. This Agreement is binding on successors and assigns.

c. This Agreement can only be altered in writing signed by authorized representatives of both Chip-1 and Customer.

d. Chip-1 and Customer are independent contractors and agree that this Agreement does not establish a joint venture or partnership.

e. Statements or advice (technical or otherwise) if given without charge, are an accommodation to Customer and Chip-1 has no responsibility or liability for the content or use of such statements or advice.

f. Chip-1's failure to object to any document, communication, or act of Customer will not be deemed a waiver of any of these terms and conditions.

g. The unenforceability of any of these terms or conditions will not affect the remainder of the terms or conditions.

h. Products, including software or other intellectual property, are subject to any applicable rights of third parties, such as patents, copyrights and/or user licenses.

i. Customer and Chip-1 will comply with applicable laws and regulations.