TERMS AND CONDITIONS OF SALE

SAE Magnetics (HK) Ltd. (“SAE”) acknowledges receipt of the Purchase Order from [name of ordering company] (“Purchaser”) and confirms that SAE is able to fulfil the Purchase Order subject to the terms and conditions set out in this Purchase Order Acknowledgement (the “SAE Acknowledgement”) which modify and supersede the terms and conditions of the Purchase Order.

The purchase and sale of the products ordered via the Purchase Order (“Products”) and of any services performed by SAE under the Purchase Order (“Services”) shall be governed by the terms of the Purchase Order as modified by this SAE Acknowledgement. For the avoidance of doubt, SAE’s sale and delivery of Products and/or Services according to the Purchase Order is strictly subject to the terms and conditions herein and SAE expressly rejects and does not accept the terms and conditions of the Purchase Order or any prior oral or written communications which are or may be additional to or different from the terms of this SAE Acknowledgement. Your payment and/or acceptance of Products or Services will constitute acceptance of the terms and conditions set out in this SAE Acknowledgement.

Without limiting the foregoing:

Exclusions: Prices do NOT include shipping or taxes; Purchaser is responsible for all applicable local, state, federal and excise taxes. If an exemption is applicable, Purchaser must provide an exemption certificate prior to the billing date.

Product Warranties/Exclusions/Remedies.
Subject to and without waiving or amending any other terms and conditions herein, SAE represents and warrants to Purchase for a period of three (3) years from the date of shipment to Purchaser the expiration of Purchaser’s warranty to its customers, whichever is the shorter (the "Warranty Period"), that Products and all components thereof sourced by SAE:

1. shall conform to the specifications or technical instructions provided by Purchaser and agreed to by SAE;
2. shall be free from defects in materials, workmanship, and design attributable to work performed by or on behalf of SAE under the Purchase Order and this acknowledgement;
3. shall be free from liens and encumbrances and other restrictions; and
4. shall be new and not contain used or reconditioned parts (unless otherwise agreed by the Parties).

The warranties set forth above do not apply to any product where the failure to conform to the warranty is due to (a) misuse, neglect, accident, or alteration by Purchaser or its subcontractors without authorization by SAE, (b) improper specifications or technical instructions, or (c) components or equipment provided by Purchaser.

Upon a breach of any product warranty agreed to by SAE, and without limiting or altering the Parties’ obligations under these terms and conditions, Purchaser may: (a) return Products to SAE at SAE’s risk and expense, in which case SAE shall promptly deliver replacement Products at SAE’s risk and expense; (b) request that SAE repair Products at SAE’s cost; (c) return Products to SAE at SAE’s risk and expense for a full refund or credit; (d) request that SAE re-perform, in a commercially reasonable manner, Products so that they meet the specifications or the technical instructions provided by Purchaser and agreed to by SAE; or (e) engage in good faith discussions with SAE in an effort to agree on a resolution of a claimed breach of warranty. The foregoing warranties shall survive any delivery, inspection, acceptance or payment.

The product warranty remedies set forth herein are the exclusive remedies for any claim or assertion of breach of warranty and expressly subject to the limitation of liability provision set forth herein.

Intellectual Property/No License:

Each Party retains its own respective intellectual property rights. No jointly developed intellectual property and no joint venture is contemplated or can be imputed in favor of Purchaser. No license or implied license is granted by SAE to Purchaser.
Indemnification:

SAE will indemnify Purchaser against any liabilities, costs, damages or expenses attributable to a Claim (as defined below) that are awarded against Purchaser in a final judgment or settlement approved in advance and in writing by SAE, provided that Purchaser: (a) notifies SAE in writing within thirty (30) days of commencement of the Claim; (b) grants SAE the right to assume sole control of the defense and settlement of the Claim; and (c) provides SAE with all timely assistance, information and authority required for the defense and settlement of the Claim. Purchaser may retain its own counsel, at its expense, to monitor the defense and settlement of the Claim if SAE assumes control of the defense of the Claim. A “Claim” means any third-party claim that any Product, as provided by SAE to Purchaser, and used within the scope of such product’s documentation, or any Service, infringes any valid copyright, patent or trademark, or incorporates any misappropriated trade secret of a third party. Notwithstanding the foregoing, a “Claim” shall not include and SAE will have no indemnity obligation with respect to any claim based on a right or claim that Purchaser knew or should have known about as of the date of the Purchase Order, and SAE will have no indemnity obligations with respect to (x) any infringement or misappropriation caused by the use of any non-SAE product, information, design, specification, instruction, software, data or material in combination with a Product or Service where such infringement would not have arisen but for such combination; (y) any infringement or misappropriation caused by the modification of a Product or Service by a party other than SAE where such infringement or misappropriation would not have arisen but for such modification; or (z) any infringement or misappropriation caused by compliance with or incorporation of any specifications or other information or materials required by Purchaser or provided by or on behalf of Purchaser. If a Product or Service is or becomes, or SAE believes is likely to become, subject to a Claim, SAE will have the option, at its expense, to (i) modify the Product or Service to be non-infringing or not to misappropriate, or (ii) obtain for Purchaser a license to continue using the Product or receiving the Service. If in SAE’s sole judgment it is not commercially reasonable to perform either of the above options, then SAE may terminate any unfulfilled portion of the Purchase Order and refund to Purchaser any purchase price paid for any Products or Services not provided or performed due to termination of such unfulfilled portion of such Purchase Order. IN NO EVENT WILL SAE’S TOTAL LIABILITY IN RELATION TO THE PURCHASE ORDER, INCLUDING, WITHOUT LIMITATION, UNDER THIS PARAGRAPH, EXCEED, IN THE AGGREGATE, THE TOTAL AMOUNT OF PAYMENT ACTUALLY RECEIVED BY SAE FROM PURCHASER IN CONSIDERATION FOR THE PRODUCTS AND SERVICES PURCHASED BY PURCHASER UNDER THE PURCHASE ORDER. THIS PARAGRAPH SETS FORTH SAE’S SOLE AND EXCLUSIVE OBLIGATION, AND PURCHASER’S SOLE AND EXCLUSIVE REMEDY, IN THE EVENT OF ANY CLAIM OR ANY ACTUAL OR ALLEGED INFRINGEMENT OR MISAPPROPRIATION OF ANY THIRD PARTY INTELLECTUAL PROPERTY RIGHTS BY ANY PRODUCTS OR SERVICES.

Purchaser agrees to defend at its expense any suit brought against SAE by a third party based upon a claim that any Products manufactured by SAE for Purchaser infringe any third party intellectual property rights, if such infringement or misappropriation arises from SAE’s compliance with the specifications or the technical information provided by Purchaser and agreed to by SAE, and to pay costs and damages finally awarded in such suit against SAE. SAE shall promptly notify Purchaser in writing of any claim or suit. Purchaser shall have control of such claim or suit to defend or settle at its expense. SAE shall provide reasonable assistance for defense of such claim or suit.

Dispute Resolution:

Any dispute with respect to the Purchase Order or any Products or Services that is not amicably settled first through good faith negotiations of the parties shall be settled by arbitration administered by the American Arbitration Association in accordance with its International Rules then in effect before a single arbitrator jointly selected by SAE and Purchaser. The language of the arbitration shall be English and the place of the arbitration shall be Hong Kong. The law of Hong Kong shall apply exclusively without regard to conflict of laws principles. Judgment on the award rendered by the arbitrator may be entered, confirmed and enforced in any court having jurisdiction thereof. The award of the arbitrator shall be deemed a Hong Kong award for purposes of the Convention on the Recognition and Enforcement of Foreign Arbitral Awards of 1958 (the “New York Convention”). For purposes of the New York Convention, the relationship between the parties is commercial in nature, and any disputes between the parties related to the Purchase Order shall be deemed commercial.

No Consequential Damages/ Limitation of Liability:

SAE will not be liable to Purchaser for any lost profits or special, consequential, punitive, or incidental damages, regardless of the cause or theory of liability.

SAE will not be liable to Purchaser, regardless of the basis of liability or the form of action, for any amounts exceeding the total prices paid by Purchaser, over the 4 month period before the liability arises, except in the case of fraud, willful misconduct, or intentional violation of law.

Miscellaneous:

No agreement, quote, understanding, or other terms or conditions are binding upon either Party unless made in a written document signed by the Parties.