Common use of Acceptance and Warranty Clause in Contracts

Acceptance and Warranty. A. Buyer may inspect and test all Items at reasonable times before, during, and after manufacture and upon reasonable notice during Supplier’s and Supplier’s manufacturing vendor’s’ normal business hours. If any inspection or test is made on Supplier’s premises, Supplier shall provide reasonable facilities and assistance for the safety and convenience of Buyer’s inspectors in such manner as shall not unreasonably hinder or delay Supplier’s performance. All Items shall be received subject to Buyer’s inspection, testing, approval, and acceptance at Buyer’s premises notwithstanding any inspection or testing at Supplier’s premises or any prior payment for such Items. Quoted pricing is FCA Aquantia Shipping Dock. Items subject to return may be returned to Supplier at Supplier’s risk and expense and, at Buyer’s request, shall be promptly replaced, refunded or credited according to the procedures provided herein below. B. Supplier makes the following warranties regarding items furnished hereunder, which warranties shall survive any delivery, inspection, acceptance, payment, or resale of the Items: (i) Items will not infringe any 3rd party’s intellectual property rights, and the sole remedy for a breach of this warranty is as stated in Section 13 “Intellectual Property Indemnification”; (ii) Supplier has the necessary right, title, and interest to provide said Items to Buyer, and the Items will be free of liens and encumbrances. (iii) Items are new and of the grade and quality specified; (iv) Items are free from defects in workmanship and material, substantially conform to all samples, drawings, descriptions, and specifications furnished or published in non-draft form by Supplier, and to any other agreed-to specifications, and the sole remedy for a breach of this warranty as stated in Paragraph C of this Section; (v) Items conform to the manufacturing quality provisions set forth in Addendum B and the sole remedy for a breach of this warranty is as stated in Paragraph C of this Section; Buyer makes the following warranties regarding intellectual property and technology furnished to Supplier: The intellectual property and technology will not infringe any party’s intellectual property rights, and the sole remedy for a breach of this warranty is as stated in Section 13 “Intellectual Property Indemnification”. C. If Supplier breaches any of the foregoing warranties stated above in (iv) or (v), or Items are otherwise defective or non-conforming, during a period of three (3) years after Buyer’s acceptance of Items, Supplier shall, at Buyer’s option, promptly rescreen, repair, replace, or refund the amount paid for such Items. Replaced Items are warranted for ninety (90) days or the balance of the original warranty period, whichever is longer. Supplier shall bear the cost of shipping for the return of defective or non-conforming items to Supplier and shall bear the risk of loss of all defective or non-conforming Items while in transit.

Acceptance and Warranty. A. Buyer may inspect and test all Items at reasonable times before, during, and after manufacture and upon reasonable notice during Supplier’s and Supplier’s manufacturing vendor’s’ normal business hoursmanufacture. If any inspection or test is made on Supplier’s premises, Supplier shall provide reasonable facilities and assistance for the safety and convenience of Buyer’s inspectors in such manner as shall not unreasonably hinder or delay Supplier’s performance. All Items shall be received subject to Buyer’s inspection, testing, approval, and acceptance at Buyer’s premises notwithstanding any inspection or testing at Supplier’s premises or any prior payment for such Items. Quoted pricing is FCA Aquantia Shipping Dock. Items subject rejected by Buyer as not conforming to return this Agreement or Item specifications, whether provided by Buyer or furnished with the Item, may be returned to Supplier at Supplier’s risk and expense and, at Buyer’s request, shall immediately be promptly repaired or replaced, refunded or credited according to the procedures provided herein below. B. Supplier makes the following warranties regarding items Items furnished hereunder, which warranties shall survive any delivery, inspection, acceptance, payment, or resale of the Items: (i) Items will not infringe any 3rd party’s intellectual property rights, and the sole remedy for a breach of this warranty is as stated in Section 13 “Intellectual Property Indemnification”; (ii) Supplier has the necessary right, title, and interest to provide said Items to Buyer, and the Items will be free of liens and encumbrances.; (iii) Items are new new, and of the grade and quality specifiedspecified in writing by the parties; (iv) Items are free from defects in workmanship and material, substantially conform to all samples, drawings, descriptions, and specifications furnished or published by Supplier in non-draft form by Supplier, writing and to any other agreed-to written specifications, and the sole remedy for a breach of this warranty as stated in Paragraph C of this Section; (v) Items conform to the manufacturing quality provisions set forth in the QR Addendum B and as attached to the sole remedy for a breach of this warranty is as stated in Paragraph C of this Section; Buyer makes the following warranties regarding intellectual property and technology furnished to Supplier: The intellectual property and technology will not infringe any party’s intellectual property rights, and the sole remedy for a breach of this warranty is as stated in Section 13 “Intellectual Property Indemnification”.agreement; C. If Supplier breaches any of the foregoing warranties stated above in (iv) or (v)warranties, or Items are otherwise defective or non-conforming, during a period of three (3) years after Buyer’s acceptance delivery of Items, as Buyer’s sole remedy, Supplier shall, at Buyer’s option, promptly rescreen, repair, replace, or refund credit the amount paid for such Items. Replaced Items are warranted for ninety Any unused credit remaining after two (902) days or the balance of the original warranty period, whichever is longerquarters shall be refunded to Buyer. Supplier shall bear the cost of shipping for the return of defective or non-conforming items to Supplier and shall bear the risk of loss of all defective or non-conforming Items while in transit.

Acceptance and Warranty. A. Buyer may inspect Final acceptance of material by EMS will not be until after arrival at the EMS facility from which this order originates, unless otherwise specified herein. Seller warrants that all articles, material and work supplied by Seller under this order conform to the requirements, specifications, drawings, samples or other descriptions furnished or adopted by EMS and that they are of good material and workmanship and free from all defects in manufacture or design, and are of merchantable quality and fit for their intended purpose. Such warranties by Seller shall run to the benefits of EMS, its employees and purchaser’s from EMS. EMS’s approval of designs furnished by Seller shall not relieve Seller of its obligation under this warranty. Seller’s warranty shall be effective for a period of time as set forth on the face of this purchase order. If no such schedule is set forth on the face of this purchase order, the warranty shall be effective for a period of one year from the date of acceptance of goods by EMS, or for such longer period specified by Seller. All articles and material returned to Seller for breach of warranty hereunder shall be at Seller’s expense, including expenses and penalties incurred by EMS in recalling such articles and materials which have been delivered to EMS’s customers and expense of redelivery. Seller agrees that shipment of materials against this P.O. constitutes certification that all articles or goods included in this shipment conform in all respect to the applicable requirements, specifications, and drawings. Seller will make process control data, inspection, and test all Items at reasonable times before, during, reports covering the articles or goods and after manufacture their parts available for review and upon reasonable notice during Supplier’s and Supplier’s manufacturing vendor’s’ normal business hours. If any inspection or test is made on Supplier’s premises, Supplier shall provide reasonable facilities and assistance for the safety and convenience of Buyer’s inspectors in such manner as shall not unreasonably hinder or delay Supplier’s performance. All Items shall be received subject to Buyer’s inspectionexamination by EMS or its authorized representative to verify conformance to such applicable specifications and drawings. However, testinga certificate of conformance must accompany individual shipments when so specified on applicable drawings, approval, and acceptance at Buyer’s premises notwithstanding any inspection or testing at Supplier’s premises on the front of this purchase order. Any articles or any prior payment for such Items. Quoted pricing is FCA Aquantia Shipping Dock. Items subject to return materials not accepted by EMS may be returned to Supplier Seller at SupplierSeller’s risk expense for full credit of the purchase price. Inspection may be performed at EMS’s option on a statistical sampling basis. The entire lot may be rejected based on defeats revealed by such sampling. At EMS’s option, the rejected lot will be either returned to the Seller for replacement or credit or 100% screened by EMS with cost of screening paid by Seller. The initial inspection performed at EMS on receipt of material is a conditional acceptance, and expense andshall not waiver the right of EMS to return material to Seller which exhibits or develops defects due to latent causes during or after installation or testing of the end product. Seller shall preserve all special drawings, dies, patterns, tooling or other items supplied or paid for by EMS in good condition; and they are the property of EMS unless otherwise specified, and the same such items shall be returned in good condition when the work on the order has been completed or terminated, or at Buyer’s requestany other time as requested by EMS. No special drawing, die, pattern, tool or other item supplied by EMS I or made by Seller for the use of or delivery to EMS, or for use by Seller in supplying EMS, shall be promptly replacedused by Seller for any purpose other than supplying EMS, refunded or credited according without Sellers first obtaining the written consent of EMS thereto, provided, however, that if the U.S. Government has rights in such items under a prime contract with EMS, noninterfering use of the items for direct sales to the procedures Government is authorized if written notice is provided herein below. B. Supplier makes the following warranties regarding items furnished hereunderto EMS prior to such use. If material, which warranties shall survive any deliveryequipment, inspectionspecial drawings, acceptancedies, paymentpatterns, or resale of the Items: (i) Items will not infringe any 3rd party’s intellectual property rights, and the sole remedy other items are furnished by EMS for a breach performance of this warranty is as stated in Section 13 “Intellectual Property Indemnification”; (ii) Supplier has the necessary rightpurchase order, title, and interest to provide said Items to Buyer, and the Items will be free of liens and encumbrances. (iii) Items are new and of the grade and quality specified; (iv) Items are free from defects in workmanship and material, substantially conform to all samples, drawings, descriptions, and specifications furnished or published in non-draft form by Supplier, and to any other agreed-to specifications, and the sole remedy for a breach of this warranty as stated in Paragraph C of this Section; (v) Items conform to the manufacturing quality provisions set forth in Addendum B and the sole remedy for a breach of this warranty is as stated in Paragraph C of this Section; Buyer makes the following warranties regarding intellectual property and technology furnished to Supplier: The intellectual property and technology will not infringe any party’s intellectual property rights, and the sole remedy for a breach of this warranty is as stated in Section 13 “Intellectual Property Indemnification”. C. If Supplier breaches any of the foregoing warranties stated above in (iv) or (v), or Items are otherwise defective or non-conforming, during a period of three (3) years after Buyer’s acceptance of Items, Supplier shall, at Buyer’s option, promptly rescreen, repair, replace, or refund the amount paid for such Items. Replaced Items are warranted for ninety (90) days or the balance of the original warranty period, whichever is longer. Supplier shall bear the cost of shipping for the return of defective or non-conforming items to Supplier and shall bear the risk of loss thereof or damage thereto shall be upon Seller from the time of all defective or non-conforming Items while in transitshipment to Seller until redelivery to and receipt by EMS.

Acceptance and Warranty. A. Buyer may inspect Final acceptance of Goods by Sensata will not be until after arrival at the Sensata facility designated by a Purchase Order, unless otherwise specified herein. Seller warrants that all Goods supplied by Seller under a Purchase Order or Agreement (i) conform to the requirements, specifications, drawings, samples or other descriptions furnished or adopted by Sensata, and (ii) that they are of good material and workmanship, and (iii) free from all defects in manufacture or design if design is not provided by Sensata, and (iv) are of merchantable quality and fit for their intended purpose, and (vi) new, and (vii) free from all liens and encumbrances on title. Such warranties by Seller shall run to the benefits of Sensata, its employees and purchasers from Sensata. Sensata’s approval of designs furnished by Seller shall not relieve Seller of its obligation under this warranty. Seller’s warranty shall be effective for a period of four (4) years from the date of acceptance of Goods by Sensata, or for such longer period as specified by Sensata. All Goods returned to Seller for breach of warranty hereunder shall be at Seller’s expense, including expenses and penalties incurred by Sensata in recalling such Goods which have been delivered to Sensata’s customers and expense of redelivery. Seller will make process control data, inspection and test all Items at reasonable times before, during, reports covering the Goods and after manufacture their parts available for review and upon reasonable notice during Supplier’s and Supplier’s manufacturing vendor’s’ normal business hours. If any inspection or test is made on Supplier’s premises, Supplier shall provide reasonable facilities and assistance for the safety and convenience of Buyer’s inspectors in such manner as shall not unreasonably hinder or delay Supplier’s performance. All Items shall be received subject to Buyer’s inspectionexamination by Sensata or its authorized representative to verify conformance to such applicable specifications and drawings. However, testinga certificate of conformance must accompany individual shipments when so specified on applicable drawings, approval, and acceptance at Buyer’s premises notwithstanding any inspection or testing at Supplier’s premises or any prior payment for such Itemson the Purchase Order. Quoted pricing is FCA Aquantia Shipping Dock. Items subject to return Any Goods not accepted by Sensata may be returned to Supplier Seller at SupplierSeller’s risk and expense and, at Buyer’s request, shall be promptly replaced, refunded or credited according to the procedures provided herein below. B. Supplier makes the following warranties regarding items furnished hereunder, which warranties shall survive any delivery, inspection, acceptance, payment, or resale for full credit of the Items: (i) Items will not infringe any 3rd partypurchase price. Inspection may be performed at Sensata’s intellectual property rights, and the sole remedy for option on a breach of this warranty is as stated in Section 13 “Intellectual Property Indemnification”; (ii) Supplier has the necessary right, title, and interest to provide said Items to Buyer, and the Items will statistical sampling basis. The entire lot may be free of liens and encumbrances. (iii) Items are new and of the grade and quality specified; (iv) Items are free from rejected based on defects in workmanship and material, substantially conform to all samples, drawings, descriptions, and specifications furnished or published in non-draft form revealed by Supplier, and to any other agreed-to specifications, and the sole remedy for a breach of this warranty as stated in Paragraph C of this Section; (v) Items conform to the manufacturing quality provisions set forth in Addendum B and the sole remedy for a breach of this warranty is as stated in Paragraph C of this Section; Buyer makes the following warranties regarding intellectual property and technology furnished to Supplier: The intellectual property and technology will not infringe any party’s intellectual property rights, and the sole remedy for a breach of this warranty is as stated in Section 13 “Intellectual Property Indemnification”. C. If Supplier breaches any of the foregoing warranties stated above in (iv) or (v), or Items are otherwise defective or non-conforming, during a period of three (3) years after Buyer’s acceptance of Items, Supplier shall, at Buyersuch sampling. At Sensata’s option, promptly rescreenthe rejected lot will be either returned to the Seller for replacement (via expedited freight at Seller’s expense) or credit or 100% screened by Sensata with cost of screening paid by Seller. The initial inspection performed at Sensata upon receipt of Goods is a conditional acceptance, repair, replace, and shall not waive the right of Sensata to return to Seller Goods which exhibit or refund the amount paid for such Items. Replaced Items are warranted for ninety (90) days develop defects due to latent causes during or the balance after installation or testing of the original warranty periodend product. The foregoing remedies are in addition to, whichever is longer. Supplier shall bear the cost and not in lieu of shipping for the return of defective or non-conforming items any remedies available to Supplier and shall bear the risk of loss of all defective or non-conforming Items while in transitSensata.

Acceptance and Warranty. A. Buyer may inspect Final acceptance of Goods by Sensata will not be until after arrival at the Sensata facility designated by a Purchase Order, unless otherwise specified herein. Seller warrants that all Goods supplied by Seller under a Purchase Order or Agreement (i) conform to the requirements, specifications, drawings, samples or other descriptions furnished or adopted by Sensata, and (ii) that they are of good material and workmanship, and (iii) free from all defects in manufacture or design if design is not provided by Sensata, and (iv) are of merchantable quality and fit for their intended purpose, and (vi) new, and (vii) free from all liens and encumbrances on title. Such warranties by Seller shall run to the benefits of Sensata, its employees and purchasers from Sensata. Sensata’s approval of designs furnished by Seller shall not relieve Seller of its obligation under this warranty. Seller’s warranty shall be effective for a period of 1 (1) year from the date of acceptance of Goods by Sensata, except to the extent that a manufacturer’s warranty provides for a long term for any related subcomponent of Goods, or for such longer period as mutually agreed upon between the parties. All Goods returned to Seller for breach of warranty hereunder shall be at Seller’s expense, including expenses and penalties incurred by Sensata in recalling such Goods which have been delivered to Sensata’s customers and expense of redelivery. Seller will make process control data, inspection and test all Items at reasonable times before, during, reports covering the Goods and after manufacture their parts available for review and upon reasonable notice during Supplier’s and Supplier’s manufacturing vendor’s’ normal business hours. If any inspection or test is made on Supplier’s premises, Supplier shall provide reasonable facilities and assistance for the safety and convenience of Buyer’s inspectors in such manner as shall not unreasonably hinder or delay Supplier’s performance. All Items shall be received subject to Buyer’s inspectionexamination by Sensata or its authorized representative to verify conformance to such applicable specifications and drawings. However, testinga certificate of conformance must accompany individual shipments when so specified on applicable drawings, approval, and acceptance at Buyer’s premises notwithstanding any inspection or testing at Supplier’s premises or any prior payment for such Itemson the Purchase Order. Quoted pricing is FCA Aquantia Shipping Dock. Items subject to return Any Goods not accepted by Sensata may be returned to Supplier Seller at SupplierSeller’s risk and expense and, for full credit of the purchase price.. The initial inspection performed at Buyer’s request, shall be promptly replaced, refunded or credited according to the procedures provided herein below. B. Supplier makes the following warranties regarding items furnished hereunder, which warranties shall survive any delivery, inspection, Sensata upon receipt of Goods is a conditional acceptance, payment, and shall not waive the right of Sensata to return to Seller Goods which exhibit or resale of the Items: (i) Items will not infringe any 3rd party’s intellectual property rightsdevelop defects due to latent causes during or after installation.. The foregoing remedies are in addition to, and the sole remedy for a breach not in lieu of this warranty is as stated in Section 13 “Intellectual Property Indemnification”; (ii) Supplier has the necessary right, title, and interest any remedies available to provide said Items to Buyer, and the Items will be free of liens and encumbrancesSensata. (iii) Items are new and of the grade and quality specified; (iv) Items are free from defects in workmanship and material, substantially conform to all samples, drawings, descriptions, and specifications furnished or published in non-draft form by Supplier, and to any other agreed-to specifications, and the sole remedy for a breach of this warranty as stated in Paragraph C of this Section; (v) Items conform to the manufacturing quality provisions set forth in Addendum B and the sole remedy for a breach of this warranty is as stated in Paragraph C of this Section; Buyer makes the following warranties regarding intellectual property and technology furnished to Supplier: The intellectual property and technology will not infringe any party’s intellectual property rights, and the sole remedy for a breach of this warranty is as stated in Section 13 “Intellectual Property Indemnification”. C. If Supplier breaches any of the foregoing warranties stated above in (iv) or (v), or Items are otherwise defective or non-conforming, during a period of three (3) years after Buyer’s acceptance of Items, Supplier shall, at Buyer’s option, promptly rescreen, repair, replace, or refund the amount paid for such Items. Replaced Items are warranted for ninety (90) days or the balance of the original warranty period, whichever is longer. Supplier shall bear the cost of shipping for the return of defective or non-conforming items to Supplier and shall bear the risk of loss of all defective or non-conforming Items while in transit.

Acceptance and Warranty. A. Final acceptance of material by Xxxxx will not be until after its arrival at the Buyer’s facility from which this order originates, unless otherwise specified herein. Seller warrants that all articles, material and work supplied by Seller under this order conform to the requirements, specifications, drawings, samples or other descriptions furnished or adopted by Buyer may inspect and test that they are of good material and workmanship and free from all Items at reasonable times before, duringdefects in manufacture or design, and after manufacture are of merchantable quality and upon reasonable notice during Supplierfit for their intended purpose. Such warranties by Seller shall run to the benefits of the Buyer, its employees and purchaser’s and Supplierfrom Buyer. Buyer’s manufacturing vendor’s’ normal business hoursapproval of designs furnished by Seller shall not relieve Seller of its obligation under this warranty. Seller’s warranty shall be effective for a period of time as set forth on the face of this purchase order. If any inspection no such schedule is set forth on the face of this purchase order, the warranty shall be effective for a period of one year from the date of acceptance of goods by Buyer, or test is made on Supplier’s premises, Supplier shall provide reasonable facilities and assistance for the safety and convenience of Buyer’s inspectors in such manner as shall not unreasonably hinder or delay Supplier’s performancelonger period specified by Seller. All Items articles and material returned to Seller for breach of warranty hereunder shall be received subject at Seller’s expense, including expenses and penalties incurred by Xxxxx in recalling such articles and materials which have been delivered to Buyer’s customers and expense of redelivery. Seller agrees that shipment of materials against this P.O. constitutes certification that all articles or goods included in this shipment conform in all respect to the applicable requirements, specifications, and drawings. Seller will make process control data, inspection, testing, approval, and acceptance at Buyer’s premises notwithstanding any inspection test reports covering the articles or testing at Supplier’s premises or any prior payment goods and their parts available for such Items. Quoted pricing is FCA Aquantia Shipping Dock. Items review and subject to return examination by Buyer or its authorized representative to verify conformance to such applicable specifications and drawings. However, a certificate of conformance must accompany individual shipments when so specified on applicable drawings, or on the front of this purchase order. Any articles or materials not accepted by Buyer may be returned to Supplier Seller at SupplierSeller’s risk and expense and, for full credit of the purchase price. Inspection may be performed at Buyer’s request, shall option on a statistical sampling basis. The entire lot may be promptly replaced, refunded or credited according to the procedures provided herein below. B. Supplier makes the following warranties regarding items furnished hereunder, which warranties shall survive any delivery, inspection, acceptance, payment, or resale of the Items: (i) Items will not infringe any 3rd party’s intellectual property rights, and the sole remedy for a breach of this warranty is as stated in Section 13 “Intellectual Property Indemnification”; (ii) Supplier has the necessary right, title, and interest to provide said Items to Buyer, and the Items will be free of liens and encumbrances. (iii) Items are new and of the grade and quality specified; (iv) Items are free from defects in workmanship and material, substantially conform to all samples, drawings, descriptions, and specifications furnished or published in non-draft form rejected based on defeats revealed by Supplier, and to any other agreed-to specifications, and the sole remedy for a breach of this warranty as stated in Paragraph C of this Section; (v) Items conform to the manufacturing quality provisions set forth in Addendum B and the sole remedy for a breach of this warranty is as stated in Paragraph C of this Section; Buyer makes the following warranties regarding intellectual property and technology furnished to Supplier: The intellectual property and technology will not infringe any party’s intellectual property rights, and the sole remedy for a breach of this warranty is as stated in Section 13 “Intellectual Property Indemnification”. C. If Supplier breaches any of the foregoing warranties stated above in (iv) or (v), or Items are otherwise defective or non-conforming, during a period of three (3) years after Buyer’s acceptance of Items, Supplier shall, at such sampling. At Buyer’s option, promptly rescreenthe rejected lot will be either returned to the Seller for replacement or credit or 100 screened by buyer with cost of screening paid by Seller. The initial inspection performed at KRAIBURG TPE Corp. on receipt of material is a conditional acceptance, repair, replace, or refund and shall not waive the amount paid for such Items. Replaced Items are warranted for ninety (90) days or the balance right of the original warranty period, whichever is longer. Supplier shall bear buyer to return material to Seller which exhibits or develops defects due to latent causes during or after installation or testing of the cost of shipping for the return of defective or non-conforming items to Supplier and shall bear the risk of loss of all defective or non-conforming Items while in transitend product.

Acceptance and Warranty. A. Buyer may inspect and test all Items at reasonable times before, during, and after manufacture and upon reasonable notice during Supplier’s and Supplier’s manufacturing vendor’s’ normal business hoursmanufacture. If any inspection or test is made on Supplier’s 's premises, Supplier shall provide reasonable facilities and assistance for the safety and convenience of Buyer’s 's inspectors in such manner as shall not unreasonably hinder or delay Supplier’s 's performance. All Items shall be received subject to Buyer’s 's inspection, testing, approval, and acceptance at Buyer’s 's premises notwithstanding any inspection or testing at Supplier’s 's premises or any prior payment for such Items. Quoted pricing is FCA Aquantia Shipping Dock. Items subject rejected by Buyer as not conforming to return this Agreement or Item specifications, whether provided by Buyer or furnished with the Item, may be returned to Supplier at Supplier’s 's risk and expense and, at Buyer’s 's request, shall immediately be promptly repaired or replaced, refunded or credited according to the procedures provided herein below. B. Supplier makes the following warranties regarding items Items furnished hereunder, which warranties shall survive any delivery, inspection, acceptance, payment, or resale of the Items: (i) Items will not infringe any 3rd party’s 's intellectual property rights, and the sole remedy for a breach of this warranty is as stated in Section 13 “Intellectual Property Indemnification”; (ii) Supplier has the necessary right, title, and interest to provide said Items to Buyer, and the Items will be free of liens and encumbrances.; (iii) Items are new new, and of the grade and quality specifiedspecified in writing by the parties; (iv) Items are free from defects in workmanship and material, substantially conform to all samples, drawings, descriptions, and specifications furnished or published by Supplier in non-draft form by Supplier, writing and to any other agreed-to written specifications, and the sole remedy for a breach of this warranty as stated in Paragraph C of this Section; (v) Items conform to the manufacturing quality provisions set forth in the QR Addendum B and as attached to the sole remedy for a breach of this warranty is as stated in Paragraph C of this Section; Buyer makes the following warranties regarding intellectual property and technology furnished to Supplier: The intellectual property and technology will not infringe any party’s intellectual property rights, and the sole remedy for a breach of this warranty is as stated in Section 13 “Intellectual Property Indemnification”.agreement; C. If Supplier breaches any of the foregoing warranties stated above in (iv) or (v)warranties, or Items are otherwise defective or non-conforming, during a period of three (3) years after Buyer’s acceptance 's delivery of Items, as Buyer's sole remedy, Supplier shall, at Buyer’s 's option, promptly rescreen, repair, replace, or refund credit the amount paid for such Items. Replaced Items are warranted for ninety Any unused credit remaining after two (902) days or the balance of the original warranty period, whichever is longerquarters shall be refunded to Buyer. Supplier shall bear the cost of shipping for the return of defective or non-conforming items to Supplier and shall bear the risk of loss of all defective or non-conforming Items while in transit.

Acceptance and Warranty. A. Buyer may inspect Final acceptance of Goods by Xxxxxx will not be until after arrival at the Xxxxxx facility designated by a Purchase Order, unless otherwise specified herein. Seller warrants that all Goods supplied by Seller under a Purchase Order or Agreement (i) conform to the requirements, specifications, drawings, samples or other descriptions furnished or adopted by Xxxxxx, and (ii) that they are of good material and workmanship, and (iii) free from all defects in manufacture or design if design is not provided by Xxxxxx, and (iv) are of merchantable quality and fit for their intended purpose, and (vi) new, and (vii) free from all liens and encumbrances on title. Such warranties by Seller shall run to the benefits of Xxxxxx, its employees and purchasers from Xxxxxx. Xxxxxx’x approval of designs furnished by Seller shall not relieve Seller of its obligation under this warranty. Seller’s warranty shall be effective for a period of four (4) years from the date of acceptance of Goods by Xxxxxx, or for such longer period as specified by Xxxxxx. All Goods returned to Seller for breach of warranty hereunder shall be at Seller’s expense, including expenses and penalties incurred by Xxxxxx in recalling such Goods which have been delivered to Xxxxxx’x customers and expense of redelivery. Seller will make process control data, inspection and test all Items at reasonable times before, during, reports covering the Goods and after manufacture their parts available for review and upon reasonable notice during Supplier’s and Supplier’s manufacturing vendor’s’ normal business hours. If any inspection or test is made on Supplier’s premises, Supplier shall provide reasonable facilities and assistance for the safety and convenience of Buyer’s inspectors in such manner as shall not unreasonably hinder or delay Supplier’s performance. All Items shall be received subject to Buyer’s inspectionexamination by Xxxxxx or its authorized representative to verify conformance to such applicable specifications and drawings. However, testinga certificate of conformance must accompany individual shipments when so specified on applicable drawings, approval, and acceptance at Buyer’s premises notwithstanding any inspection or testing at Supplier’s premises or any prior payment for such Itemson the Purchase Order. Quoted pricing is FCA Aquantia Shipping Dock. Items subject to return Any Goods not accepted by Xxxxxx may be returned to Supplier Seller at SupplierSeller’s risk and expense andfor full credit of the purchase price. Inspection may be performed at Xxxxxx’x option on a statistical sampling basis. The entire lot may be rejected based on defects revealed by such sampling. At Xxxxxx’x option, at Buyer’s request, shall the rejected lot will be promptly replaced, refunded or credited according either returned to the procedures provided herein below. B. Supplier makes the following warranties regarding items furnished hereunder, which warranties shall survive any delivery, inspection, Seller for replacement (via expedited freight at Seller’s expense) or credit or 100% screened by Xxxxxx with cost of screening paid by Seller. The initial inspection performed at Xxxxxx upon receipt of Goods is a conditional acceptance, payment, and shall not waive the right of Xxxxxx to return to Seller Goods which exhibit or resale develop defects due to latent causes during or after installation or testing of the Items: (i) Items will not infringe any 3rd party’s intellectual property rightsend product. The foregoing remedies are in addition to, and the sole remedy for a breach not in lieu of this warranty is as stated in Section 13 “Intellectual Property Indemnification”; (ii) Supplier has the necessary right, title, and interest any remedies available to provide said Items to Buyer, and the Items will be free of liens and encumbrancesXxxxxx. (iii) Items are new and of the grade and quality specified; (iv) Items are free from defects in workmanship and material, substantially conform to all samples, drawings, descriptions, and specifications furnished or published in non-draft form by Supplier, and to any other agreed-to specifications, and the sole remedy for a breach of this warranty as stated in Paragraph C of this Section; (v) Items conform to the manufacturing quality provisions set forth in Addendum B and the sole remedy for a breach of this warranty is as stated in Paragraph C of this Section; Buyer makes the following warranties regarding intellectual property and technology furnished to Supplier: The intellectual property and technology will not infringe any party’s intellectual property rights, and the sole remedy for a breach of this warranty is as stated in Section 13 “Intellectual Property Indemnification”. C. If Supplier breaches any of the foregoing warranties stated above in (iv) or (v), or Items are otherwise defective or non-conforming, during a period of three (3) years after Buyer’s acceptance of Items, Supplier shall, at Buyer’s option, promptly rescreen, repair, replace, or refund the amount paid for such Items. Replaced Items are warranted for ninety (90) days or the balance of the original warranty period, whichever is longer. Supplier shall bear the cost of shipping for the return of defective or non-conforming items to Supplier and shall bear the risk of loss of all defective or non-conforming Items while in transit.

Acceptance and Warranty. A. Buyer may inspect 8.1 All Product(s) are subject to Intel's inspection and test all Items before final acceptance at reasonable times before, during, and after manufacture and upon reasonable notice during Supplier’s and Supplier’s manufacturing vendor’s’ normal business hoursIntel's premises. If any inspection or test is made on Supplier’s 's premises, Supplier shall provide Intel's inspectors with reasonable facilities and assistance at no additional charge. Neither inspection nor acceptance by Intel shall constitute a waiver of any defect or nonconformity. 8.2 Intel shall have the right to reject any Product(s) found to be defective or non-conforming in material, workmanship, and/or processes or which fails to conform with the Specifications set forth in Addendum A. Supplier shall promptly replace or correct such Product(s) at no additional charge to Intel. In addition, at Intel's request, Supplier will provide root cause analysis and corrective action plans for the safety and convenience of Buyer’s inspectors in such manner as shall not unreasonably hinder or delay Supplier’s performance. All Items rejected Product(s). 8.3 Supplier warrants that all Product(s) furnished hereunder shall be received subject to Buyer’s inspectionmerchantable, testing, approval, and acceptance at Buyer’s premises notwithstanding any inspection or testing at Supplier’s premises or any prior payment for such Items. Quoted pricing is FCA Aquantia Shipping Dock. Items subject to return may be returned to Supplier at Supplier’s risk and expense and, at Buyer’s request, shall be promptly replaced, refunded or credited according to the procedures provided herein below. B. Supplier makes the following warranties regarding items furnished hereunder, which warranties shall survive any delivery, inspection, acceptance, payment, or resale of the Items: (i) Items will not infringe any 3rd party’s intellectual property rights, and the sole remedy for a breach of this warranty is as stated in Section 13 “Intellectual Property Indemnification”; (ii) Supplier has the necessary right, title, and interest to provide said Items to Buyer, and the Items will be free of liens and encumbrances. (iii) Items are new and of the grade and quality specified; (iv) Items are free from defects in workmanship and material, substantially conform to all samples, drawings, descriptions, and specifications furnished or published in non-draft form by Supplier, and to any other agreed-to specifications, and the sole remedy for a breach of this warranty as stated in Paragraph C of this Section; (v) Items shall conform to the manufacturing quality provisions specifications set forth in Addendum B and the sole remedy for a breach of this warranty is as stated in Paragraph C of this Section; Buyer makes the following warranties regarding intellectual property and technology furnished to Supplier: The intellectual property and technology will not infringe any party’s intellectual property rights, and the sole remedy for a breach of this warranty is as stated in Section 13 “Intellectual Property Indemnification”. C. If Supplier breaches any of the foregoing warranties stated above in (iv) or (v), or Items are otherwise defective or non-conforming, during A. During a period of three one (31) years year after Buyer’s Intel's acceptance of ItemsProduct(s), at Intel's option, Supplier shall, at Buyer’s option, shall promptly rescreen, repair, replace, repair or replace the Product(s) or refund the amount paid for such Items. Replaced Items are warranted for ninety (90) days or the balance purchase price and cost of the original warranty period, whichever is longer. Supplier shall bear shipment of all non-conforming Product(s)' at no cost to Intel and will pay Intel the cost of shipping for the return of defective recalling or replacing any non-conforming items Product(s) already shipped by Intel and in the field. Supplier will pay all costs of transportation of defective Product(s) by Intel to the facility, and return of repaired or replacement Product(s) by Supplier and to Intel. Supplier shall bear the risk of loss of all defective or non-conforming Items such Product(s) while in transit. Cost of recall shall include all costs associated with the following; identifying and locating all defective parts, notifying all affected Intel customers of said defective parts, replacement of said defective parts, cost of shipping both defective parts back to Intel for replacement and shipping of replacement parts to Intel's customers, as well as any support services required to accomplish these tasks. 8.4 Supplier shall use best efforts to maintain one-hundred percent (100%) quality acceptance levels as measured by Intel in accordance with the quality specifications set forth in Addendum B. Supplier shall be responsible for any expenses that result because Supplier does not meet all quality specifications set forth herein. Such expenses may include, but are not limited to (i) the cost of recalling per 8.3 above, correcting, or replacing defective units in the field; (ii) shipping additional Product(s) at Supplier's expense and risk, (iii) increasing inspection, and (iv) providing personnel at Intel's site to assist in problem resolution or rework of material. Supplier agrees to exercise reasonable efforts to pull in the next scheduled shipment to fill Product(s) void caused by any shipment rejected by Intel. 8.5 As used in this Section, the term "Epidemic Failure" means a specific product failure affecting five percent (5%) or more of a specific Product(s) weekly shipment or release, whichever is smaller, under warranty, which is a direct result of a defect in Suppliers material and workmanship. In the event of an Epidemic Failure, Supplier shall perform root cause analysis of the failure and cooperate with Intel to implement remedial actions necessary to correct the failure mode. Furthermore, without limiting its obligations pursuant to the warranty provisions set forth above, Supplier shall reimburse Intel for any and all standard freight and labor charges incidental to the FOR REVIEW, INTEL RESERVES THE RIGHT TO FURTHER MODIFY Epidemic Failure, including, without limitation, the cost of recalling as per 8.3 above, or replacing the affected Product already shipped by Intel to Intel's distribution channel and to end customers.

Acceptance and Warranty. A. Buyer may inspect and test all Items at reasonable times before, during, and after manufacture and upon reasonable notice during Supplier’s and Supplier’s manufacturing vendor’s’ normal business hours. If any inspection or test is made on Supplier’s premises, Supplier shall provide reasonable facilities and assistance for the safety and convenience of Buyer’s inspectors in such manner as shall not unreasonably hinder or delay Supplier’s performance. All Items shall be received subject to Buyer’s inspection, testing, approval, and acceptance at Buyer’s premises notwithstanding any inspection or testing at Supplier’s premises or any prior payment for such Items. Quoted pricing is FCA Aquantia Shipping Dock. Items subject to return may be returned to Supplier at Supplier’s risk and expense and, at Buyer’s request, shall be promptly replaced, refunded or credited according to the procedures provided herein below. B. Supplier makes the following warranties regarding items furnished hereunder, which warranties shall survive any delivery, inspection, acceptance, payment, or resale of the Items: (i) Items ASMC Testing ASMC will not infringe any 3rd party’s intellectual property rightsmanufacture wafers to conform with the CAMD-specified acceptance criteria. Prior to delivery, and ASMC shall perform on each lot of wafers manufactured, the sole remedy for a breach of this warranty is as stated tests specified in Section 13 “Intellectual Property Indemnification”;the acceptance criteria. ASMC will deliver only wafers which meet the acceptance criteria, unless CAMD waives such obligation in writing. (ii) Supplier has Effect of Acceptance Test Failure. ** CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO CERTAIN PORTIONS OF THIS AGREEMENT AND THE CONFIDENTIAL PORTION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. If ASMC discovers that the necessary rightwafers do not meet any one of the acceptance criteria, title, and interest to provide said Items to Buyer, and ASMC shall as soon as reasonably possible effect the Items will be free rectification or replacement of liens and encumbrancesthe wafers. (iii) Items are new and CAMD Acceptance CAMD will have fourteen (14) days after receipt of the grade shipment from ASMC to notify ASMC of any discrepancies in quantity and quality specified;mix of wafers received from ASMC. CAMD will have ** months from the delivery date of the wafers to perform acceptance testing on the wafers based on wafer sort. CAMD will have remedies for the wafers, or the die resulting from the wafers being cut and mounted or packaged, being non-conforming for ** from the delivery date of the wafers due to reliability issues. Warranty Limitations ASMC shall have no liability and shall not be obliged to accept the return of wafers after the relevant period of two months or one year, as the case may be. In addition, ASMC shall be under no liability for defects in the wafers caused by persons other than ASMC, including, static discharge, abnormal working conditions, accident, wilful damage, abuse, misuse, neglect, improper installation, repair or alteration by persons other than ASMC, improper testing and/or improper storage and/or improper handling or use contrary to any instructions issued by ASMC which are in keeping with generally accepted industry practices. Further, ASMC shall be under no liability for any parts or materials it has not manufactured. (iv) Items are free from defects in workmanship and material, substantially conform Duties as to all samples, drawings, descriptionsDefective Wafers ASMC shall have the discretion to decide whether or not to conduct failure analysis on the wafers returned by CAMD, and specifications furnished if such failure analysis is conducted, ASMC will, at CAMD’s request, provide CAMD with copies of the results of such analysis. If ASMC’s failure analysis determines that the defects are due to causes other than the causes specified in Section 3c(iv) above, then CAMD may at its option elect for either a full credit (or published in non-draft form by Supplierrefund if the Agreement has been terminated) for the purchase price paid for such wafers, and or ASMC’s replacement of the defective wafers returned to any other agreed-to specificationsASMC. If CAMD elects for the replacement of defective wafers, and the sole remedy for a breach manufacture of this warranty as stated in Paragraph C of this Section;such wafers shall have high priority on ASMC’s production schedule. (v) Items conform to the manufacturing quality provisions set forth in Addendum B and the sole remedy for a breach of this warranty is as stated in Paragraph C of this Section; Buyer makes the following warranties regarding intellectual property and technology furnished to Supplier: The intellectual property and technology will not infringe any party’s intellectual property rightsSole Warranty For Defects THE FOREGOING STATES ASMC’S ENTIRE LIABILITY, and the sole remedy for a breach of this warranty is as stated in Section 13 “Intellectual Property Indemnification”WHETHER IN CONTRACT OR IN TORT FOR DEFECTS IN WAFERS. THE EXPRESS TERMS OF THIS AGREEMENT ARE IN LIEU OF ALL WARRANTIES, CONDITIONS, TERMS, UNDERTAKINGS, AND OBLIGATIONS RELATING TO DEFECTIVE PRODUCTS IMPLIED BY STATUTE, COMMON LAW, CUSTOM, TRADE USAGE, COURSE OF ** CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO CERTAIN PORTIONS OF THIS AGREEMENT AND THE CONFIDENTIAL PORTION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. DEALING OR OTHERWISE, ALL OF WHICH ARE HEREBY EXPRESSLY EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW AND ASMC SPECIFICALLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. C. If Supplier breaches any of the foregoing warranties stated above in (iv) or (v), or Items are otherwise defective or non-conforming, during a period of three (3) years after Buyer’s acceptance of Items, Supplier shall, at Buyer’s option, promptly rescreen, repair, replace, or refund the amount paid for such Items. Replaced Items are warranted for ninety (90) days or the balance of the original warranty period, whichever is longer. Supplier shall bear the cost of shipping for the return of defective or non-conforming items to Supplier and shall bear the risk of loss of all defective or non-conforming Items while in transit.

Acceptance and Warranty. A. Buyer may inspect and test all Items (a) Unless otherwise specified herein, acceptance of material by TI will not occur until after arrival at reasonable times before, during, the TI facility specified in this Purchase Order and after manufacture and upon reasonable notice during Supplier’s and Supplier’s manufacturing vendor’s’ normal business hoursinspection and/or review by TI. If any inspection or test is made on Supplier’s premises, Supplier shall provide reasonable facilities and assistance for the safety and convenience of Buyer’s inspectors in such manner as shall not unreasonably hinder or delay Supplier’s performance. All Items shall be received subject to Buyer’s inspection, testing, approval, and acceptance at Buyer’s premises notwithstanding any inspection or testing at Supplier’s premises or any prior payment for such Items. Quoted pricing is FCA Aquantia Shipping Dock. Items subject to return Any goods rejected by TI may be returned to Supplier Seller at SupplierSeller's expense for full credit of the purchase price. Inspection and/or review may be performed at TI's option on a statistical sampling basis. The entire lot may be rejected based on defects revealed by such sampling. At TI's option, the rejected lot will be either returned to Seller for replacement or credit or 100% screened by TI with the cost of such screening paid by Seller. The inspection and/or review performed at TI on receipt of goods is a conditional acceptance, and shall not waive TI’s risk and expense and, at Buyer’s request, shall be promptly replaced, refunded right to return material to Seller that exhibits or credited according to develops defects during or after installation or testing of the procedures provided herein belowend product. B. Supplier makes the following warranties regarding items furnished hereunder, which warranties shall survive any delivery, inspection, acceptance, payment, or resale of the Items: (a) Seller warrants that all goods supplied by Seller under this Purchase Order (i) Items will not infringe any 3rd party’s intellectual property rightsconform to the requirements, and the sole remedy for a breach of specifications, drawings, samples or other descriptions furnished by TI or referenced in this warranty is as stated in Section 13 “Intellectual Property Indemnification”; Purchase Order (ii) Supplier has the necessary rightare of good material and workmanship (iii) are free from all defects in manufacture or design, title(iv) are of merchantable quality (v) are free of all liens and encumbances, and interest (vi) are fit for their intended purpose. Such warranties by Seller shall run to provide said Items the benefit of TI and its customers. TI's approval of designs furnished by Seller shall not relieve Seller of its obligation under this warranty. Seller's warranty shall be effective for a period of time as set forth on the face of this Purchase Order, or if such time is not set forth on the face of this Purchase Order, the warranty shall be effective for five (5) years after the date of TI’s acceptance of goods, or for such longer period specified by Seller. Seller agrees that shipment of goods against this Purchase Order constitutes certification that all goods included in this shipment conform in all respects to Buyerthe applicable requirements, specifications, drawings, samples or other descriptions furnished by TI or referenced in this Purchase Order. Seller will make process control data, inspection and test reports covering the Items will be free goods and their parts available for review and examination by TI or its authorized representatives to verify conformance to such applicable specifications and drawings. A certificate of liens and encumbrancesconformance must accompany individual shipments when so specified on applicable specifications or drawings, or in this Purchase Order. (iiib) Items are new and of the grade and quality specified; (iv) Items are free from defects in workmanship and material, substantially conform to all samples, drawings, descriptions, and specifications furnished or published in non-draft form by Supplier, and to any other agreed-to specifications, and the sole remedy for a breach of this warranty as stated in Paragraph C of this Section; (v) Items conform to the manufacturing quality provisions set forth in Addendum B and the sole remedy for a breach of this warranty is as stated in Paragraph C of this Section; Buyer makes the following warranties regarding intellectual property and technology furnished to Supplier: The intellectual property and technology will not infringe any party’s intellectual property rights, and the sole remedy for a breach of this warranty is as stated in Section 13 “Intellectual Property Indemnification”. C. If Supplier breaches any of the foregoing warranties stated above in (iv) or (v), or Items are otherwise defective or non-conforming, during a period of three (3) years after Buyer’s acceptance of Items, Supplier Seller shall, at BuyerSeller’s expense and at TI’s option, promptly rescreen, repair, replace, replace or refund the amount to TI amounts paid for such Itemsany goods that do not conform to this warranty. Replaced Items are warranted for ninety (90) days or the balance of the original warranty period, whichever is longerAll costs associated with returning non-conforming goods shall be borne by Seller. Supplier Non- conforming goods shall be returned freight collect to Seller. Seller shall send replacement material freight prepaid and Seller shall also bear the cost of shipping for premium transportation when TI indicates that obtaining such replacement material places critical time or delivery schedule constraints on TI. If Seller does not repair or replace the return of defective or non-conforming items or defective goods within thirty (30) days or such period of time agreed to Supplier and by TI, then TI shall bear have the risk of loss of all defective or option to request a refund for such non-conforming Items while or defective goods. Seller will provide such refund within ten (10) days of TI's request for such refund. If non-conforming goods from Seller have been incorporated in transitproducts manufactured by TI, or if such non-conformances otherwise cause harm to TI’s direct or indirect customers, then Seller shall reimburse TI for all reasonable expenses and for all penalties incurred by TI in connection with any scrapping, recall or other return of such goods (or items incorporating them).

Acceptance and Warranty. A. Buyer (i) CAMD Acceptance ** CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO CERTAIN PORTIONS OF THIS AGREEMENT AND THE CONFIDENTIAL PORTION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CAMD will have fourteen (14) days after receipt of the shipment from SANYO to notify SANYO of any discrepancies in quantity and mix of wafers received from SANYO. CAMD will have one month from the delivery date of the wafers to perform acceptance testing on the wafers based on wafer sort. CAMD may inspect and test all Items at reasonable times before, during, and after manufacture and upon reasonable notice during Supplier’s and Supplier’s manufacturing vendor’s’ normal business hoursreject any wafer that exhibits die per wafer yields of less than **. If any inspection or test is made on Supplier’s premises, Supplier shall provide reasonable facilities and assistance for the safety and convenience of Buyer’s inspectors in such manner as shall not unreasonably hinder or delay Supplier’s performance. All Items shall be received subject to Buyer’s inspection, testing, approval, and acceptance at Buyer’s premises notwithstanding any inspection or testing at Supplier’s premises or any prior payment for such Items. Quoted pricing is FCA Aquantia Shipping Dock. Items subject to return may The rejected wafer should be returned to Supplier at SupplierSANYO within five (5) working days of completion of CAMD’s risk and expense and, at Buyer’s request, shall be promptly replaced, refunded or credited according to the procedures provided herein below. B. Supplier makes the following warranties regarding items furnished hereunder, which warranties shall survive any delivery, inspection, acceptance, paymentacceptance testing, or resale of the Items: (i) Items will not infringe any 3rd party’s intellectual property rightsexpiration of such one-month period if sooner, and the sole remedy for a breach of this warranty is as stated in Section 13 “Intellectual Property Indemnification”;confirmation. (ii) Supplier has the necessary rightLimited Warranty For a period of ** from their delivery to CAMD, title, and interest to provide said Items to BuyerSANYO warrants all wafers, and the Items will resulting die cut from such wafers, to be free of liens manufacture defects and encumbrancesto conform with the manufacture specifications. Thus, CAMD will have remedies for the wafers, or the die resulting from the wafers being cut and mounted or packaged, being defective or non-conforming for one year from the delivery date of the wafers due to reliability issues. (iii) Items Rejection and Warranty Limitations SANYO shall have no liability and shall not be obliged to accept the return of wafers after the relevant period of **, as the case may be as described in items 3.d.i and 3.d.ii . In addition, SANYO shall be under no liability for defects in the wafers caused by persons other than SANYO, including, static discharge, abnormal working conditions, accident, willful damage, abuse, misuse, neglect, improper installation, repair or alteration by persons other than SANYO, improper testing and/or improper storage and/or improper handling or use contrary to any instructions issued by SANYO which are new and of the grade and quality specified;in keeping with generally accepted industry practices. Further, SANYO shall be under no liability for any parts or materials it has not manufactured. (iv) Items are free from defects in workmanship and material, substantially conform Duties as to all samples, drawings, descriptionsDefective Wafers SANYO shall have the discretion to decide whether or not to conduct failure analysis on the wafers returned by CAMD, and specifications furnished if such failure analysis is conducted, SANYO will, at CAMD’s request, provide CAMD with copies of the results of such analysis. Unless SANYO’s failure analysis determines that the defects are due to causes specified in Section 3diii above and CAMD concurs, then CAMD may at its option elect for either a full credit (or published in non-draft form by Supplierrefund if the Agreement has been terminated) for the purchase price paid for such wafers, and or SANYO’s replacement of the defective wafers returned to any other agreed-to specificationsSANYO. If CAMD elects for the replacement of defective wafers, and the sole remedy for a breach manufacture of this warranty as stated in Paragraph C of this Section;such wafers shall have high priority on SANYO’s production schedule. ** CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO CERTAIN PORTIONS OF THIS AGREEMENT AND THE CONFIDENTIAL PORTION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. (v) Items conform to the manufacturing quality provisions set forth in Addendum B and the sole remedy for a breach of this warranty is as stated in Paragraph C of this Section; Buyer makes the following warranties regarding intellectual property and technology furnished to Supplier: The intellectual property and technology will not infringe any party’s intellectual property rightsSole Warranty For Defects THE FOREGOING STATES SANYO’S ENTIRE LIABILITY, and the sole remedy for a breach of this warranty is as stated in Section 13 “Intellectual Property Indemnification”WHETHER IN CONTRACT OR IN TORT FOR DEFECTS IN WAFERS. THE EXPRESS TERMS OF THIS AGREEMENT ARE IN LIEU OF ALL WARRANTIES, CONDITIONS, TERMS, UNDERTAKINGS, AND OBLIGATIONS RELATING TO DEFECTIVE PRODUCTS IMPLIED BY STATUTE, COMMON LAW, CUSTOM, TRADE USAGE, COURSE OF DEALING OR OTHERWISE, ALL OF WHICH ARE HEREBY EXPRESSLY EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW AND SANYO SPECIFICALLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. C. If Supplier breaches any of the foregoing warranties stated above in (iv) or (v), or Items are otherwise defective or non-conforming, during a period of three (3) years after Buyer’s acceptance of Items, Supplier shall, at Buyer’s option, promptly rescreen, repair, replace, or refund the amount paid for such Items. Replaced Items are warranted for ninety (90) days or the balance of the original warranty period, whichever is longer. Supplier shall bear the cost of shipping for the return of defective or non-conforming items to Supplier and shall bear the risk of loss of all defective or non-conforming Items while in transit.

Acceptance and Warranty. A. Final acceptance of material and products by Buyer may inspect and test all Items at reasonable times before, during, and will not be until after manufacture and upon reasonable notice during Supplier’s and Supplier’s manufacturing vendor’s’ normal business hours. If any inspection or test is made on Supplier’s premises, Supplier shall provide reasonable facilities and assistance for the safety and convenience of Buyer’s inspectors in such manner as shall not unreasonably hinder or delay Supplier’s performance. All Items shall be received subject to Buyer’s inspection, testing, approval, and acceptance arrival at Buyer’s premises notwithstanding any inspection or testing at Supplier’s premises or any prior payment for such Itemsfacility from which this Order originates, unless otherwise specified herein. Quoted pricing is FCA Aquantia Shipping Dock. Items subject to return may be returned to Supplier at Supplier’s risk Seller warrants that all articles, material and expense and, at Buyer’s request, shall be promptly replaced, refunded or credited according work supplied by Seller under this Order conform to the procedures provided herein below. B. Supplier makes the following warranties regarding items furnished hereunderrequirements, which warranties shall survive any deliveryspecifications, inspectiondrawings, acceptance, paymentsamples, or resale other descriptions furnished or adopted by Buyer and that they are of the Items: (i) Items will not infringe any 3rd party’s intellectual property rights, good material and the sole remedy for a breach of this warranty is as stated in Section 13 “Intellectual Property Indemnification”; (ii) Supplier has the necessary right, title, workmanship and interest to provide said Items to Buyer, and the Items will be free of liens and encumbrances. (iii) Items are new and of the grade and quality specified; (iv) Items are free from defects in workmanship manufacture or design and materialof merchantable quality and fit for their intended purchase for the forty-eight (48) month period following Seller’s shipment to and acceptance by Buyer. In addition to any express or implied warranties, substantially conform Seller warrants that the product will be new and unused. Such warranties by Seller shall run to all samplesthe benefit of the Buyer, its employees and customers. Buyer’s approval of designs provided by Seller shall not relieve Seller of its obligation under this warranty. Seller will make process control data, inspection and test reports covering the articles or goods and their parts available for review and subject to examination by the Buyer or its authorized representative(s) to verify conformance to such applicable specifications and drawings. However, a Certificate of Conformation must accompany individual shipments when so specified on applicable drawings, descriptionsor on the front of this Order. In addition to the foregoing, Seller further warrants that the product, Seller’s business (including its manufacturing, operating and hiring processes) and the product documentation complies with all international, national, federal, state and local ordinances, rules and regulations (including but not limited to the Fair Labor Standards Act of the 1938, as amended, the Occupational Safety and Health Act of 1970, the Toxic Substances Control Act of 1976 and the National Traffic and Motor Vehicle Act of 1966, as amended, the Foreign Corrupt Practices Act of 1977, as amended, and specifications furnished or published in non-draft form by Supplier, and to any other agreed-to specifications, and the sole remedy for a breach of this warranty as stated in Paragraph C of this Section; (v) Items conform to the manufacturing quality provisions set forth in Addendum B and the sole remedy for a breach of this warranty is as stated in Paragraph C of this Section; Buyer makes the following warranties regarding intellectual property and technology furnished to Supplier: The intellectual property and technology will not infringe any party’s intellectual property rights, and the sole remedy for a breach of this warranty is as stated in Section 13 “Intellectual Property Indemnification”. C. If Supplier breaches any all regulations of the foregoing warranties stated above in (iv) or (v)Food and Drug Administration, the Federal Acquisition Regulation and any similar law outside the United States, as such laws have been amended, modified, or Items are otherwise defective or non-conforming, during a period of three (3) years after Buyer’s acceptance of Items, Supplier shall, at Buyer’s option, promptly rescreen, repair, replace, or refund implemented and that the amount paid for such Items. Replaced Items are warranted for ninety (90) days or the balance manufacture and sale of the original warranty period, whichever is longerproduct purchased under this Order complies with all laws. Supplier shall bear Seller further warrants the cost of shipping for the return of defective or non-conforming items to Supplier and shall bear the risk of loss accuracy of all defective or non-conforming Items while in transitproduct documentation it provides to Buyer, including but not limited to custom related documents and MSDS and safety related documents.

Acceptance and Warranty. A. Buyer may inspect and test all Items at reasonable times before, during, and after manufacture and upon reasonable notice during Supplier’s and Supplier’s manufacturing vendor’s’ normal business hoursmanufacture. If any inspection or test is made on Supplier’s premises, Supplier shall provide reasonable facilities and assistance for the safety and convenience of Buyer’s inspectors in such manner as shall not unreasonably hinder or delay Supplier’s performance. All Items shall be received subject to Buyer’s inspection, testing, approval, and acceptance at Buyer’s premises notwithstanding any inspection or testing at Supplier’s premises or any prior payment for such Items. Quoted pricing is FCA Aquantia Shipping Dock. Items subject rejected by Buyer as not conforming to return this Agreement or Item specifications, whether provided by Buyer or furnished with the Item, may be returned to Supplier at Supplier’s risk and expense and, at Buyer’s request, shall immediately be promptly repaired or replaced, refunded or credited according to the procedures provided herein below. B. Supplier makes the following warranties regarding items Items furnished hereunder, which warranties shall survive any delivery, inspection, acceptance, payment, or resale of the Items: (i) Items will not infringe any 3rd party’s intellectual property rights, and the sole remedy for a breach of this warranty is as stated in Section 13 “Intellectual Property Indemnification”; (ii) Supplier has the necessary right, title, and interest to provide said Items to Buyer, and the Items will be free of liens and encumbrances.; (iii) Items are new new, and of the grade and quality specified; (iv) Items are free from defects in workmanship and material, substantially conform to all samples, drawings, descriptions, and specifications furnished or published in non-draft form by Supplier, and to any other agreed-to specifications, and the sole remedy for a breach of this warranty as stated in Paragraph C of this Section; (v) Items conform to the manufacturing quality provisions set forth in Addendum B and the sole remedy for a breach of this warranty is as stated in Paragraph C of this Section; Buyer makes the following warranties regarding intellectual property and technology furnished to Supplier: The intellectual property and technology will not infringe any party’s intellectual property rights, and the sole remedy for a breach of this warranty is as stated in Section 13 “Intellectual Property Indemnification”.B; C. If Supplier breaches any of the foregoing warranties stated above in (iv) or (v)warranties, or Items are otherwise defective or non-conforming, during a period of three (3) years after Buyer’s acceptance of Items, Supplier shall, at Buyer’s option, promptly rescreen, repair, replace, or refund the amount paid for such Items. Replaced Items are warranted for ninety (90) days or the balance of the original warranty period, whichever is longer. Supplier shall bear the cost of shipping for the return of defective or non-conforming items to Supplier and shall bear the risk of loss of all defective or non-conforming Items while in transit.