Terms of Sale

Transfer of Risk and Retention of Title

1) The risk of Contractual Equipment shall pass to the Buyer upon the arrival of the Contractual Equipment to the delivery location as stipulated in the contract.

2) The Seller shall be legally entitled to the ownership of the Contractual Equipment until the total value (including VAT) of the Contractual Equipment is paid in full.

Default

1) After the contract coming into force, except for the occurrence of force majeure events or otherwise provided in the contract, the Buyers shall be deemed in default in case they unilaterally terminate the contract. Under such circumstance, the down payment paid by the Buyers pursuant to Section 4 (1) overleaf shall be deemed as the agreed liquidated damages for such default, and the Sellers have the right to retain such payment. Further, if the Sellers' loss caused by such default exceeds the amount of the aforesaid liquidated damages, the Sellers still have the right to claim against the Buyers for the loss which have not been covered by the aforesaid liquidated damages.

Except as otherwise provided in the Contract, should the Buyers delay in performing any of their obligations under the Contract, the Sellers may set a period for the Buyers to perform the said obligation. If the Buyers still fail to perform the obligations within the above period, the Buyers shall be deemed in default and the Sellers shall have the right to terminate the Contract accordingly. In addition, the Seller shall be entitled to the liquidated damages provided in the above paragraph of this Section. If the Sellers' loss caused by such default exceeds the amount of the aforesaid liquidated damages, the Sellers still have the right to claim against the Buyers for the loss which have not been covered by the aforesaid liquidated damages.

2) In case the quantity, weight and/or package of the Contractual Equipment is found not conforming with the Contract, the Buyer ought to make its claims to the Seller within 7 days from the date of delivery.

3) In no claim (either contractual or tortious) shall the Seller be liable for incidental, consequential or indirect damages howsoever caused, including but not limited to the losses of profits, operation and/or time. In addition, in any claim (either contractual or tortious), the total liability of the Seller under this Contract shall not exceed the total Contract prices.

4) After the contract coming into force, in case the Buyer, for its own reason, decides to cancel the Contract on its own side before the down payment paid to the Seller, the buyer shall pay 1% of the contractual amount to the Seller as penalty due to breach of the Contract.

Intellectual Property

The parties acknowledge that this contract does not transfer any interest in any intellectual property rights whatsoever. All intellectual property rights incorporated in the Contractual Equipment remain at all times the property of the Seller.

No Transfer of Equipment

The Buyer acknowledges and agrees that the Contractual Equipment constitutes and embodies the confidential information and intellectual property of the Seller. Without the prior written consent of the Seller, the Buyer may not directly or indirectly transfer the Contractual Equipment to any third party for consideration or without consideration.

No Decompilation

The buyer shall not decompile or reverse engineer the Contractual Equipment for its own and/or any third party’s interest, unless necessary for its normal use of the Equipment.

Other Items

1) All amendments and supplements to the terms of this Contract shall be made in written form and signed by the authorized representatives of both parties upon agreement reached between parties through consultation and they shall form integral parts of the Contract and shall have the same force as the Contract itself.

2) Neither party shall assign or transfer the Contract (Except to their own affiliated company) without the prior written consent of the other party, the Seller, however, shall be permitted to assign or transfer, without the prior written consent of the Buyer, the Seller’s right to receive all or portion of the payment due from the Buyer under this Contract.

3) Both the Buyer and the Seller shall not be responsible for any Contract violation responsibilities due to Force Majeure events.

4) Any disputes arising from or in connection with this Contract shall, based on the principles of compliance with the spirit of this contract and mutual trust, be resolved by amicable negotiation between the parties. In case no settlement is reached through negotiation, the dispute shall be referred to the exclusive jurisdiction of the competent court where the Seller is located (Taoyuan).

5) Other matters to be settled by both the Buyer and the Seller.

6) The execution, validity, interpretation, performance and dispute settlement of this Contract shall be governed by laws of Republic of China.