Common use of Prices and Payment Terms Clause in Contracts

Prices and Payment Terms. (a) All prices are FOB Seller's place of manufacture, which for RF tuners is currently in Manila, The Philippines or such other location agreed to by both Seller and Buyer. Risk of loss and title shall pass to Buyer upon Buyer's receipt of conforming goods at Seller's place of manufacture. All prices are to be paid in U.S. dollars. At the xxxx Xxxxxx ships any Products under this Agreement it shall send to Buyer by overnight delivery service, telefax or electronic mail a notice of such shipment. (b) Seller's prices include packaging, and all sales, use and excise taxes levied upon, or measured by the sale, price or use of the Products prior to delivery to the Buyer. Seller assumes sole responsibility for payment of all such taxes with respect to its sale of the Products to Buyer. If Buyer is purchasing the Products for resale and claiming a tax exemption in connection therewith, Buyer shall furnish Seller with an applicable resale certificate. Buyer shall be responsible for all taxes not included in the selling price and for all import duties in connection with the shipment of the Products purchased by Buyer. (c) Seller shall, subject to any relevant obligation of confidentiality, provide to Buyer information and documentation reasonably requested by Buyer with respect to the cost of items of Inventory and Special Inventory.Buyer shall also review the test requirements for the Products. Seller shall provide reasonable assurances to Buyer that ***** (d) Seller shall maintain, for a period of not less than five (5) years after the date of sale, or for such longer period as required by applicable law, such records as ***** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. are necessary to permit each Product identified with a lot number by Seller and sold by Buyer to be traced by lot number and customer account. Buyer shall have the right to audit such records periodically, either by itself or through a designated agent acceptable to Buyer, during normal business hours following at least seventy-two (72) hours advance notification, to verify compliance with this Section. (e) The Parties agree to cooperate in good faith to implement a product cost reduction program involving new technologies, component cost reduction, productivity, quality and reliability improvements, and manufacturing processes. Buyer shall provide Seller with reasonable assistance in the selection of raw materials, components and manufacturing processes. Any cost savings which are achieved by Seller as a result of implementing cost reductions proposed by Buyer shall reduce the purchase price of the Products by an amount up to ***** (f) Seller and Buyer shall cooperate in identifying selected components used in the Products for potential cost reductions. Information to be shared will include the manufacturer's or supplier's part number and, when possible, the purchase price. If Buyer is able to obtain for Seller a supply of any components utilized by Seller in the Products of comparable quality for a lower price than the price then being paid by Seller for such component, and upon other terms acceptable to Seller (which terms shall be deemed acceptable if substantially similar to the terms provided by Seller's existing supplier of such components), the price of any Product in which such component is used shall be reduced by an amount up to the amount of the decrease in the price of the component to Seller, but only to the extent that there is no decrease in Seller's gross profit margin for such affected Product.

Prices and Payment Terms. Applicable sales tax will be invoiced unless Customer supplies a valid tax-exempt certificate prior to delivery. While packaged pricing may be quoted to Customer and/or displayed on Customer’s sales agreement cover page, individual product pricing and applicable discounts will be listed on the subsequent Merz invoice(s) provided to Customer. Applicable shipping, handling, and other taxes will be added to the final invoice price for each order. A non-refundable $10,000 deposit is required to secure purchase of each System. Full payment of the balance due on all Products (aSystem(s) All prices are FOB Seller's place and disposables) is due prior to receipt of manufacturethe Product(s), which for RF tuners is currently in Manila, The Philippines or such other location unless the Parties have expressly agreed to a different payment schedule in writing. . Customer may specify a xxxx-to address which is different from Customer, but Customer understands and agrees that: (1) Customer is responsible for use and administration of the Product; and (2) Xxxx will hold Customer jointly and severally liable for all outstanding balances hereunder in the event that such xxxx-to third party is delinquent with payment(s). If Customer’s account is delinquent by both Seller and Buyer. Risk of loss and title shall pass to Buyer upon Buyer's receipt of conforming goods at Seller's place of manufacture. All prices are to be paid in U.S. dollars. At the xxxx Xxxxxx ships any Products under this Agreement more than thirty (30) days, it shall send to Buyer accrue interest at the rate of 1.5% per month on the balance due or, if less, the maximum rate permitted by overnight delivery service, telefax or electronic mail a notice of such shipment. (b) Seller's prices include packaging, and all sales, use and excise taxes levied upon, or measured by the sale, price or use of the Products prior to delivery to the Buyerlaw. Seller assumes sole responsibility for payment of all such taxes with respect to its sale of the Products to Buyer. If Buyer is purchasing the Products for resale and claiming a tax exemption in connection therewith, Buyer shall furnish Seller with an applicable resale certificate. Buyer shall be responsible for all taxes not included in the selling price and for all import duties in connection with the shipment of the Products purchased by Buyer. (c) Seller shall, subject to any relevant obligation of confidentiality, provide to Buyer information and documentation reasonably requested by Buyer with respect to the cost of items of Inventory and Special Inventory.Buyer shall also review the test requirements for the Products. Seller shall provide reasonable assurances to Buyer that ***** (d) Seller shall maintain, for a period of not less than five (5) years after the date of sale, or for such longer period as required by applicable law, such records as ***** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. are necessary to permit each Product identified with a lot number by Seller and sold by Buyer to be traced by lot number and customer account. Buyer shall have Merz reserves the right to audit such records periodicallychange Product prices and discontinue Products without prior notice. If Customer fails to fulfill the terms of payment or does not meet Xxxx’x continuing credit requirements, either Merz will have the option to do one or more of the following: (i) decline to accept orders or fulfill pending orders; (ii) require all pending and future orders to be on a prepaid basis; (iii) delay any shipment until payment is received by itself Merz or through further assurances asked for by Merz are received; (iv) declare all outstanding sums immediately due and payable; or (v) require payment for all Products delivered hereunder to be made by irrevocable letter of credit in a designated agent acceptable form approved by Merz. Nothing contained herein will release Customer from any previous obligations. Customer will be liable to BuyerMerz for all costs incurred by Merz in its collection of any amounts owing by Customer which are not paid when due, during normal business hours following at least seventy-two (72) hours advance notificationincluding collection agencies’ and attorneys’ fees and expenses, regardless of whether a lawsuit is commenced. All orders are subject to verify compliance current credit approval. From time to time, Merz may review Customer’s creditworthiness. Customer agrees to provide Merz with this Section. (e) The Parties agree to cooperate in good faith to implement a product cost reduction program involving new technologies, component cost reduction, productivity, quality and reliability improvementsall credit information reasonably requested, and manufacturing processes. Buyer shall provide Seller with reasonable assistance in the selection of raw materials, components Customer represents and manufacturing processes. Any cost savings which are achieved by Seller as a result of implementing cost reductions proposed by Buyer shall reduce the purchase price of the Products by an amount up warrants to ***** (f) Seller and Buyer shall cooperate in identifying selected components used in the Products for potential cost reductions. Information to be shared will include the manufacturer's or supplier's part number and, when possible, the purchase price. If Buyer is able to obtain for Seller a supply of any components utilized by Seller in the Products of comparable quality for a lower price than the price then being paid by Seller for such componentMerz now, and upon other terms acceptable to Seller (which terms shall be deemed acceptable if substantially similar to the terms each time Customer places an order, that all information Customer has provided by Seller's existing supplier of such components), the price of any Product in which such component is used shall be reduced by an amount up to the amount of the decrease in the price of the component to Seller, but only to the extent that there is no decrease in Seller's gross profit margin for such affected Producttrue and correct.

Prices and Payment Terms. (a) All 2.1 Unless otherwise agreed our prices are FOB Seller's place apply to unpackaged and not specially oiled goods, ex works, on the Oberhausen freight basis and inclusive of manufactureVAT for domestic deliveries. In the event that between contract and delivery there is a significant change in certain cost factors, which for RF tuners is currently in Manilasuch as the costs of wages, The Philippines raw materials, energy or such other location freight, then the agreed price may be adjusted to by both Seller and Buyer. Risk encompass the influence of loss and title shall pass to Buyer upon Buyer's receipt of conforming goods at Seller's place of manufacture. All prices prevailing cost factors. 2.2 Payments are to be paid made to us without deduction by the 15th of the month following the delivery ex works. 2.3 If the credit period is exceeded, interest will be charged at the rate the bank charges for current account overdrafts, but at least 9 percent above the base- lending rate of the European Central Bank and an additional lump sum of EUR 40. 2.4 The purchaser has the right of set-off in U.S. dollarsrespect of undisputed or previously adjudicated claims. He may only exercise rights of retention insofar as these relate to the same contract and are undisputed and/or judicially resolved. 2.5 In the event of circumstances arising after the conclusion of the contract such as to jeopardise significantly our claim to payment, i.e. the insolvency of the purchaser, we are entitled irrespective of the term of any Bill of Exchange to call for payment. In the event of arrears of payment such as to jeopardise our claims we are entitled to recover the goods, if necessary entering on the premises of the purchaser to remove them. We may furthermore prohibit the further processing of the goods supplied. These provisions do not apply if the purchaser is not responsible for the delay of payment. Taking back the goods does not represent a withdrawal from the contract. In either case we may revoke authorization to collect payment on resale pursuant to Clause 8.7 below and request payment in advance for orders still outstanding. All these legal consequences can be adverted by the purchaser providing security for payment in a sum corresponding to our outstanding claims. At the xxxx Xxxxxx ships same time we are entitled in the event of a significant deterioration of the financial circumstances to execute outstanding orders only against pre-payment and/or on the expiry of a suitable period of notice to withdraw from the contract without prejudice to any Products under this Agreement it shall send to Buyer by overnight delivery service, telefax or electronic mail a notice of such shipmentclaim for damages for non-performance. (b) Seller's prices include packaging, and all sales, use and excise taxes levied upon, or measured by the sale, price or use of the Products prior to delivery to the Buyer. Seller assumes sole responsibility for payment of all such taxes with respect to its sale of the Products to Buyer. If Buyer is purchasing the Products for resale and claiming a tax exemption in connection therewith, Buyer shall furnish Seller with an applicable resale certificate. Buyer shall be responsible for all taxes not included in the selling price and for all import duties in connection with the shipment of the Products purchased by Buyer. (c) Seller shall, subject to any relevant obligation of confidentiality, provide to Buyer information and documentation reasonably requested by Buyer with respect to the cost of items of Inventory and Special Inventory.Buyer shall also review the test requirements for the Products. Seller shall provide reasonable assurances to Buyer that ***** (d) Seller shall maintain, for a period of not less than five (5) years after the date of sale, or for such longer period as required by applicable law, such records as ***** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. are necessary to permit each Product identified with a lot number by Seller and sold by Buyer to be traced by lot number and customer account. Buyer shall have 2.6 We reserve the right to audit such records periodically, either by itself call for security of a type and extent that is customary for our claims whether these be contingent or through a designated agent acceptable limited as to Buyer, during normal business hours following at least seventy-two (72) hours advance notification, to verify compliance with this Sectiontime. (e) 2.7 The Parties agree legal consequences of default in payment remain unaffected. 2.8 We are entitled to cooperate in good faith to implement a product cost reduction program involving new technologies, component cost reduction, productivity, quality and reliability improvements, and manufacturing processes. Buyer shall provide Seller with reasonable assistance in the selection of raw materials, components and manufacturing processes. Any cost savings which are achieved by Seller as a result of implementing cost reductions proposed by Buyer shall reduce the purchase price of the Products by an amount up to ***** (f) Seller and Buyer shall cooperate in identifying selected components used in the Products for potential cost reductions. Information to be shared will include the manufacturer's or supplier's part number and, when possible, the purchase price. If Buyer is able to obtain for Seller a supply settle obligations of any components utilized by Seller in subsidiary company within our company group towards their purchaser, applying our own requirements at any time. In this case the Products of comparable quality for a lower price than commitment to pay no longer applies to our subsidiary and the price then being paid by Seller for such component, and upon other terms acceptable to Seller (which terms shall be deemed acceptable if substantially similar to the terms provided by Seller's existing supplier of such components), the price of any Product in which such component debt is used shall be reduced by an amount up cancelled to the amount of the decrease obligation which the purchaser is given notice thereof. We are prepared to notify about the group of subsidiaries at the buyer’s request. The above-mentioned authority to settle applies, furthermore, to requirements and obligations, which are not yet due, granting a rate of interest to the amount of the usual bank interest rates. There is no opposition to different forms of payment with settlements of this kind: (e.g., cash on the hand, B/E on the other.) Our authority to settle is cancelled 10 days before a possible suspension of payments or an application for insolvency against the assets of the buyer, in the price event of the component to Seller, but only application for insolvency leading to the extent that there is no decrease opening of bankruptcy proceedings. 2.9 In the event of job processing being undertaken, our prices will be as fixed on the basis of industry standard for basic materials and presuming customary fabrication coil weights and coil make-up. In the event of any variation therefrom we reserve the right to charge any additional cost to the purchaser. complaints of defects in Seller's gross profit margin for such affected Productthe event of job processing can only refer to work carried out by us.

Prices and Payment Terms. (a) All prices are FOB Seller's place of manufacture, which for RF tuners is currently 1. The price shall be agreed upon in Manila, The Philippines or such other location agreed to the currency determined by both Seller and Buyer. Risk of loss and title shall pass to Buyer upon Buyer's receipt of conforming goods at Seller's place of manufacture. All prices are to be paid in U.S. dollars. At the xxxx Xxxxxx ships any Products under this Agreement it shall send to Buyer by overnight delivery service, telefax or electronic mail a notice of such shipmentParties. (b) Seller's 2. Unless otherwise provided in the Sales Agreement, the set Price shall not cover applicable taxes, customs fees or other public or private charges. The prices include packagingspecified in the offer, and all sales, use and excise taxes levied upon, order or measured by the sale, price or use of the Products prior to delivery reply to the Buyer’s order shall be net prices. The Seller assumes sole responsibility shall add VAT to the price, at the rate applying on the date of issuing the invoice, if the tax is due under the current legal regulations. 3. The Buyer undertakes to pay the price by bank transfer to the Seller’s bank account specified on the invoice or sales document, by the deadline arising from the Sales Agreement. The date of booking the amount due on the Seller’s bank account, specified on the invoice or sales document, shall be the date of Price payment. 4. The Parties exclude the possibility of setting off the Price on the part of the Buyer from any sums or claims applicable to the Buyer, even if only potentially, with respect to conclusion or execution of the Sales Agreement or due to any other contractual relations between the Parties, or warranty claims, regardless of the legal and factual basis of these liabilities. 5. For services and actions not covered by the Sales Agreement, but performed with the Buyer’s consent, or if their performance is necessary to properly execute the Sales Agreement, the Seller shall receive payment proportionate to the work performed by the Seller and, in addition, it shall be reimbursed with any costs incurred in their full amount. 7. In the event of delay in payment of the Price, the Seller shall be entitled to charge the Buyer with statutory interest, in accordance with the provisions of the Polish Civil Code. Request for payment of interest shall become enforceable from the next day after the last payment date stipulated in the Sales Agreement. The interest shall be payable for each commenced day of payment delay until the date the amount due is paid. 8. In the event of any claims on the part of the Seller resulting from conclusion or execution of the Sales Agreement, the Seller shall be entitled to deduct any counterclaims of the Buyer and to withhold Commercial Goods or documents enabling their collection from the Carrier or from the place of their storage until the Buyer settles all such taxes receivables of the Seller arising from conclusion or execution of the Sales Agreement or other agreement concluded by the Parties. Executing the aforementioned right by the Seller shall not result in default by the debtor. 9. Granting any discount, reduction in charges and bonus or reducing the Price agreed upon by the Parties on any basis shall require written consent of the Seller. In case of any doubts, it shall be deemed that the said discount, reduction in charges or other price reductions have been granted by the Seller only with respect to its sale a part of Commercial Goods specified by the Seller and covered by a given Sales Agreement. 10. Unless otherwise provided in the Sales Agreement, the Price quoted in commercial offer or Sales Agreement shall not include transport, packaging or Commercial Goods insurance costs, or any other similar charges. The Seller shall not be required to insure the goods if the Sales Agreement does not explicitly stipulate such obligation. 11. Any other costs that may arise during completion of the Products order, such as reloading costs, repacking costs, costs related to Buyer. If Buyer is purchasing change in the Products for resale place of destination or other charges and claiming a tax exemption in connection therewith, Buyer shall furnish Seller with an taxes applicable resale certificate. Buyer during completion of the order shall be responsible for all taxes not included in borne by the selling price and for all import duties in connection with the shipment of the Products purchased by Buyer. (c) Seller shall, subject to any relevant obligation of confidentiality, provide to Buyer information and documentation reasonably requested by Buyer with respect to the cost of items of Inventory and Special Inventory.Buyer shall also review the test requirements for the Products. Seller shall provide reasonable assurances to Buyer that ***** (d) Seller shall maintain, for a period of not less than five (5) years after the date of sale, or for such longer period as required by applicable law, such records as ***** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. are necessary to permit each Product identified with a lot number by Seller and sold by Buyer to be traced by lot number and customer account. Buyer shall have the right to audit such records periodically, either by itself or through a designated agent acceptable to Buyer, during normal business hours following at least seventy-two (72) hours advance notification, to verify compliance with this Sectionunless the Parties agreed otherwise in writing. (e) The Parties agree to cooperate in good faith to implement a product cost reduction program involving new technologies, component cost reduction, productivity, quality and reliability improvements, and manufacturing processes. Buyer shall provide Seller with reasonable assistance in the selection of raw materials, components and manufacturing processes. Any cost savings which are achieved by Seller as a result of implementing cost reductions proposed by Buyer shall reduce the purchase price of the Products by an amount up to ***** (f) Seller and Buyer shall cooperate in identifying selected components used in the Products for potential cost reductions. Information to be shared will include the manufacturer's or supplier's part number and, when possible, the purchase price. If Buyer is able to obtain for Seller a supply of any components utilized by Seller in the Products of comparable quality for a lower price than the price then being paid by Seller for such component, and upon other terms acceptable to Seller (which terms shall be deemed acceptable if substantially similar to the terms provided by Seller's existing supplier of such components), the price of any Product in which such component is used shall be reduced by an amount up to the amount of the decrease in the price of the component to Seller, but only to the extent that there is no decrease in Seller's gross profit margin for such affected Product.

Prices and Payment Terms. The Supply Prices for the supply of the API by Licensor to Licensee are set forth in Exhibit A hereto. The Supply Prices for the API in a Calendar Year shall be calculated subject to the Actual Purchased Quantity of API purchased by Licensee from Licensor in such a Calendar Year. No accumulated quantity in the years before such certain Calendar Year shall be calculated in the Actual Purchased Quantity of API in order to confirm the Supply Price in the certain Calendar Year. Further details relating to the calculation of Supply Price for the API are set forth in Exhibit A. Licensor shall invoice Licensee for a shipment of an Order at or shortly after the Delivery Date. Price and payment terms and conditions for the API during the term of the Agreement are stated in Exhibit A and, shall remain unchanged for the Term of the Agreement. The term of payment shall be, independently from any Non-Compliance, forty-five (a45) All prices are FOB Seller's place days from the date of manufactureinvoice to Licensee, which for RF tuners is currently in Manilashall be issued upon delivery of the API by Licensor, The Philippines or such other location unless otherwise agreed to by both Seller Parties in writing. Both Parties acknowledge and Buyeragree that in the event of an increase in the Producer's manufacturing costs (which will be notified by Producer), the Licensor may notify the Licensee and request an increase in the Supply Price and the Supply Price shall be adjusted by mutual agreement of the Parties subject to the final decision of the Licensor. Risk For the avoidance of loss doubt, the increase in Licensor’s manufacturing costs in relation to the Supply Price will only include the direct cost of raw materials and/or labor required for the manufacture of the API for the Territory. Unless otherwise agreed between two Parties from case to case, Licensee shall make payments in US Dollar and title shall pass to Buyer upon Buyer's receipt the account of conforming goods at Seller's place Licensor indicated on the invoice and within forty-five (45) days from the date of manufactureinvoice by wire transfer. All prices are to be paid in U.S. dollars. At the xxxx Xxxxxx ships In any Products payment due under this Agreement remains unpaid, then Licensee shall pay interest thereon at an annual rate (but with interest accruing on a daily basis) of 5%, such interest to run from the date on which payment of such sum became due until payment thereof in full together with such interest. WARRANTIES AND INDEMNITIES; WAIVER Each Party (hereunder referred to as “Declarant”) warrants to the other Party that it shall send at its cost and expense, indemnify, defend and hold the other Party harmless against any claims, suits, actions, proceedings, damages, losses, liability, costs and expenses, including reasonable attorney’s fees arising out or resulting from or in connection with (i) Declarant’s breach of its obligations, representations or warranties under this Agreement (ii) Declarant’s willful misconduct, errors or omissions, or (iii) Declarant’s infringement by any process or technical data of a patent or other proprietary rights of any other person. The warranties provided for in this Clause 5.1 shall be in addition to Buyer those implied by overnight delivery serviceor available at law. If any of the events as Clause 5.1 above occurs, telefax or electronic mail the Parties will give each other written notice within a notice reasonable period of the Parties becoming aware of such shipment. (b) Seller's prices include packaging, occurrence. It is specifically agreed by and all sales, use and excise taxes levied upon, or measured by between the sale, price or use Parties that Licensor’ liability for the API which fails to meet applicable Specifications at the time of the Products prior to delivery to the BuyerLicensee shall be strictly limited to replacement of the API suffering manufacturing defects. Seller assumes In no case Licensor shall be liable for incidental or consequential damages, or loss of profits. Notwithstanding any provision of this Agreement to the contrary, mandatory provisions set forth by the Territory's Applicable Laws shall govern and apply. Determination of the suitability (including, but not limited to, safety and efficacy) of the API purchased by the Licensee for the use contemplated by Licensee, is the sole responsibility for payment of all such taxes with respect to its sale of the Products Licensee, Licensor bearing no responsibility in that connection. Licensee agrees to Buyer. If Buyer is purchasing the Products for resale indemnify and claiming a tax exemption in connection therewith, Buyer shall furnish Seller with an applicable resale certificate. Buyer shall be responsible hold harmless for all taxes not included in the selling price and for all import duties in connection with the shipment losses, expenses (including reasonable attorney’s fees) or damages of the Products purchased by Buyer. (c) Seller shall, subject to any relevant obligation of confidentiality, provide to Buyer information and documentation reasonably requested by Buyer with respect to the cost of items of Inventory and Special Inventory.Buyer shall also review the test requirements for the Products. Seller shall provide reasonable assurances to Buyer that ***** (d) Seller shall maintain, for a period of not less than five (5) years after the date of sale, or for such longer period as required by applicable law, such records as ***** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. are necessary to permit each Product identified with a lot number by Seller and sold by Buyer to be traced by lot number and customer account. Buyer shall have the right to audit such records periodically, either by itself or through a designated agent acceptable to Buyer, during normal business hours following at least seventy-two (72) hours advance notification, to verify compliance with this Section. (e) The Parties agree to cooperate in good faith to implement a product cost reduction program involving new technologies, component cost reduction, productivity, quality and reliability improvements, and manufacturing processes. Buyer shall provide Seller with reasonable assistance in the selection of raw materials, components and manufacturing processes. Any cost savings which are achieved by Seller kind as a result of implementing cost reductions proposed by Buyer shall reduce the purchase price any sale, transfer, use or manufacture of the Products by an amount up API, provided that the API met the agreed Specifications, according to ***** Clause 3. (f“Quality Specifications, Acceptance”) Seller and Buyer shall cooperate in identifying selected components used in the Products for potential cost reductions. Information to be shared will include the manufacturer's or supplier's part number andabove, when possible, the purchase price. If Buyer is able to obtain for Seller a supply of any components utilized by Seller in the Products of comparable quality for a lower price than the price then being paid by Seller for such component, and upon other terms acceptable to Seller (which terms shall be deemed acceptable if substantially similar to the terms provided by Seller's existing supplier of such components), the price of any Product in which such component is used shall be reduced by an amount up to the amount of the decrease in the price of the component to Seller, but only except to the extent that there such injury or damage was the result of any breach of this Agreement or the gross negligence or willful misconduct by Licensor. In case that the result of defects in the API is no decrease caused by the gross negligence or willful misconduct of Licensor, then Licensor shall indemnify and hold the Licensee harmless for all losses, expenses (including reasonable attorney’s fees) or damages. Any waiver of any right, obligation or remedy under, or compliance with or breach of any provision of, this Agreement must be expressly stated in Seller's gross profit margin for writing to be such affected Product.a waiver, must specify the right, remedy, obligation, provision or breach to which it applies and must be signed by an authorized signatory of each of the parties granting the waiver. If any party waives any right, obligation or remedy under, or compliance with or breach of any provision of this Agreement, it can still enforce that right, obligation or provision or claim that remedy subsequently and that waiver shall not be deemed to be a waiver of any subsequent breach of that or any other provision or of any other right, obligation or remedy. CONFIDENTIALITY Confidential information Subject to Clause 6.2 and except as provided otherwise in Clause 7, each party shall treat as strictly confidential and not disclose to any person other than its Representatives:

Prices and Payment Terms. Subject to Supplier performing in accordance with the Agreement, Customer shall pay the agreed price in accordance and as defined in the Agreement. Payment shall be due sixty (a60) All prices are FOB Seller's place of manufacture, which for RF tuners is currently in Manila, The Philippines or such other location agreed to by both Seller and Buyer. Risk of loss and title shall pass to Buyer upon Buyer's days net from the receipt of conforming goods at Seller's place of manufactureinvoice. All prices are to be paid in U.S. dollars. At the xxxx Xxxxxx ships any Products under this Agreement it shall send to Buyer by overnight delivery service, telefax or electronic mail a notice of such shipment. (b) Seller's prices include packaging, and all sales, use and excise taxes levied upon, or measured by the sale, price or use of the Products prior to delivery to the Buyer. Seller assumes sole responsibility for payment of all such taxes with respect to its sale of the Products to Buyer. If Buyer is purchasing the Products for resale and claiming a tax exemption in connection therewith, Buyer shall furnish Seller with an applicable resale certificate. Buyer shall be responsible for all taxes not included in the selling price and for all import duties in connection with the shipment of the Products purchased by Buyer. (c) Seller shall, subject to any relevant obligation of confidentiality, provide to Buyer information and documentation reasonably requested by Buyer with respect to the cost of items of Inventory and Special Inventory.Buyer shall also review the test requirements for the Products. Seller shall provide reasonable assurances to Buyer that ***** (d) Seller shall maintain, for a period of not less than five (5) years after The due date represents the date of sale, or for such longer period as required payment by applicable law, such records as ***** Certain information on this page the Customer at its own bank. The invoice shall be issued only after the delivery has been omitted completed and filed separately with the Securities Customer has accepted the delivery. The payment shall only be made against an invoice and Exchange Commission. Confidential treatment the payment term shall not start before the Services and/or Goods have been delivered, and the delivery has been requested with respect accepted. The Supplier is not entitled to change or adjust the omitted portionsprices. The Supplier shall only be entitled to invoice expenses such as, without limitation, travel expenses and out of pocket expenses, which have been expressly agreed between the parties in advance. The Customer shall pay invoices by wire transfer only, payments by cheque are necessary to permit each Product identified with a lot number by Seller and sold by Buyer to be traced by lot number and customer accountnot supported. Buyer shall have the right to audit such records periodically, either by itself or through a designated agent acceptable to Buyer, during normal business hours following at least seventy-two (72) hours advance notification, to verify compliance with this Section. (e) The Parties agree to cooperate account for the expenses issued by their own banks in good faith relation to implement the payment transactions. International payments are sent on a product shared service charge basis, i.e. the Customer will pay all costs levied by the Customer´s own bank and the Supplier will pay all cost reduction program involving new technologieslevied by the correspondent bank and Supplier´s own bank. The Supplier shall send all invoices electronically as per the Customer's instructions for e-invoices, component cost reductionusing the Customer's electronic invoicing addresses. For avoidance of doubt e-mail message with an attached document is not considered as an e-invoice. Invoices shall be in compliance with all Applicable Laws. In addition to obligatory information under the Applicable Laws each invoice shall contain also the following information: (i) reference to the Agreement and/or Customer's purchase order number issued by the Customer’s purchase management system; (ii) specification of the invoiced scope of supply; (iii) name and address of the Finnair Group legal entity and Finnair Group’s contact person for the Agreement; (iv) name and address of the Supplier legal entity and Supplier’s invoicing contact; (v) agreed payment term; (vi) Supplier’s complete and accurate banking details required for wire transfer payment; (vii) any other information agreed or reasonably requested by the Customer. If Customer is overdue with any payment due under the Agreement, productivitySupplier may request interest on the overdue amount at an annual rate equal to one (1) percent above the three (3) month Euribor on due date. Supplier shall make such request within a reasonable time, quality however not later than three (3) months after the payment has become overdue. Where applicable or separately requested by the Customer, the invoices shall be followed by a separate report setting forth all necessary details for confirming that the invoice and reliability improvementsinvoiced amount are in line with agreed scope of supply and invoicing principles. The Customer has the right to reject the invoices that do not meet all the requirements mentioned above, and manufacturing processes. Buyer shall provide Seller with reasonable assistance in the selection of raw materials, components and manufacturing processes. Any cost savings which are achieved by Seller as a result of implementing cost reductions proposed by Buyer shall reduce the purchase price of the Products by an amount up to ***** (f) Seller and Buyer shall cooperate in identifying selected components used in the Products for potential cost reductions. Information to be shared will include the manufacturer's or supplier's part number and, when possiblesuch cases, the purchase price. If Buyer is able to obtain for Seller a supply of any components utilized by Seller in the Products of comparable quality for a lower price than the price then being paid by Seller for such component, and upon other terms acceptable to Seller (which terms invoice shall be deemed acceptable if substantially similar not to have been issued. Payment by Customer shall be without prejudice to any claims or rights which Customer may have against Supplier and shall not constitute any admission by Customer as to the terms provided performance by Seller's existing supplier Supplier of such components), its obligations under the price of any Product in which such component is used shall be reduced by an amount up to the amount of the decrease in the price of the component to Seller, but only to the extent that there is no decrease in Seller's gross profit margin for such affected ProductAgreement.

Prices and Payment Terms. (a) All prices are FOB Seller's place of manufacture*****, which for RF tuners is currently in Manila, The Philippines or such other location agreed to by both Seller and Buyer. Risk of loss and title shall pass to Buyer upon Buyer's receipt of conforming goods at Seller's place of manufacture*****. All prices are to be paid in U.S. dollars. At the xxxx Xxxxxx ships any Products under this Agreement it shall send to Buyer by overnight delivery service, telefax or electronic mail a notice of such shipment. (b) Seller's prices include packaging, and all sales, use and excise taxes levied upon, or measured by the sale, price or use of the Products prior to delivery to the Buyer*****. Seller assumes sole responsibility for payment of all such taxes with respect to its sale of the Products to Buyer*****. If Buyer is purchasing the Products for resale and claiming a tax exemption in connection therewith, Buyer shall furnish Seller with an applicable resale certificate*****. Buyer shall be responsible for all taxes not included in the selling price and for all import duties in connection with the shipment of the Products purchased by Buyer*****. (c) Seller shall, subject to any relevant obligation of confidentiality, provide to Buyer information and documentation reasonably requested by Buyer with respect to the cost of items of Inventory and Special Inventory.Buyer shall also review the test requirements for the Products. Seller shall provide reasonable assurances to Buyer that *****. (d) Seller shall maintain, for a period of not less than five (5) ***** years after the date of sale, or for such longer period as required by applicable law, such records as ***** Certain information on this page has been omitted and Portions redacted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. are necessary to permit each Product identified with a lot number by Seller and sold by Buyer to be traced by lot number and customer account. Buyer shall have the right to audit such records periodically, either by itself or through a designated agent acceptable to Buyer, during normal business hours following at least seventy-two (72) hours advance notification, to verify compliance with this Section*****. (e) The Parties agree to cooperate in good faith to implement a product cost reduction program ***** involving new technologies, component cost reduction, productivity, quality and reliability improvements, and manufacturing processes. Buyer shall provide Seller with reasonable assistance in the selection of raw materials, components and manufacturing processes. Any cost savings ***** which are achieved by Seller as a result of implementing cost reductions proposed by Buyer shall reduce the purchase price of the Products by an amount up to *****. (f) Seller and Buyer shall cooperate in identifying selected components used in the Products for potential cost reductions*****. Information to be shared will include the manufacturer's or supplier's part number and, when possible, the purchase price*****. If Buyer is able to obtain for Seller a supply of any components utilized by Seller in the Products of comparable quality for a lower price than the price then being paid by Seller for such component, and upon other terms acceptable to Seller (which terms shall be deemed acceptable if substantially similar to the terms provided by Seller's existing supplier of such components), the price of any Product in which such component is used shall be reduced by an amount up to the amount of the decrease in the price of the component to Seller, but only to the extent that there is no decrease in Seller's gross profit margin for such affected Product.

Prices and Payment Terms. Prices are in U.S. Dollars and are subject to change without notice for any reason. Unless otherwise specified in an ITW policy, the minimum order is $200 and lead times are as stated by ITW at the time a purchase order is placed. All orders are accepted subject to ITW’s price and back-order policy (link to back-order policy here) in effect at time of shipment. Prices do not include any sales, use, value-added or other taxes, import duties, license fees or like charges (“Fees”) related to the sale, importation or use of Products or Services, and Purchaser is responsible for those Fees. In addition, if a raw material, component, or service provider raises its prices, or imposes a surcharge on ITW, or if the cost of any of ITW’s inputs into the Products or Services increase, ITW reserves the right to increase prices and/or surcharge Purchaser, and Purchaser agrees to accept such price increase or surcharge until the term of such cost increase or surcharge or until the termination of the contract to which these terms and conditions apply. If Purchaser objects to any price increase (regardless of the amount or cause of such increase), or if Purchaser refuses to provide a new purchase order reflecting such price increase, ITW may, at its option, stop any or all future shipments of Products (regardless of whether such price increase affects or implicates such Products). Unless otherwise set forth in ITW’s invoice, terms of payment are 30 days net from the date of ITW’s invoice. If Purchaser fails to make payment within 30 days after shipment, ITW may: (a) All prices are FOB Seller's place of manufacture, which for RF tuners is currently in Manila, The Philippines or such other location agreed to by both Seller and Buyer. Risk of loss and title shall pass to Buyer upon Buyer's receipt of conforming goods at Seller's place of manufacture. All prices are to be paid in U.S. dollars. At the xxxx Xxxxxx ships take any Products actions allowable under this Agreement it shall send to Buyer by overnight delivery service, telefax or electronic mail a notice of such shipment. law; (b) Seller's prices include packaging, and all sales, use and excise taxes levied upon, or measured by the sale, price or use of the Products prior to delivery to the Buyer. Seller assumes sole responsibility for payment of all such taxes with respect to its sale of the Products to Buyer. If Buyer is purchasing the Products for resale and claiming a tax exemption in connection therewith, Buyer shall furnish Seller with an applicable resale certificate. Buyer shall be responsible for all taxes not included in the selling price and for all import duties in connection with the withhold shipment of the any Products purchased by Buyer. or performance of any Services; (c) Seller shall, subject to any relevant obligation demand the return of confidentiality, provide to Buyer information and documentation reasonably requested by Buyer with respect to the cost of items of Inventory and Special Inventory.Buyer shall also review the test requirements for the Products. Seller shall provide reasonable assurances to Buyer that ***** previously shipped goods; (d) Seller shall maintain, for a period of not less than five (5) years after the date of sale, or for such longer period as required by applicable law, such records as ***** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. are necessary to permit each Product identified with a lot number by Seller and sold by Buyer to be traced by lot number and customer account. Buyer shall have the right to audit such records periodically, either by itself or through a designated agent acceptable to Buyer, during normal business hours following at least seventy-two (72) hours advance notification, to verify compliance with this Section. institute new payment terms; and/or (e) The Parties agree cancel any purchase orders. In addition, Xxxxxxxxx agrees to cooperate in good faith to implement pay interest on overdue invoices at the rate of 1.5% per month, but not higher than the highest rate permitted by law. Purchaser’s inspection rights herein will not affect the payment terms. Under no circumstances will Purchaser have a product cost reduction program involving new technologies, component cost reduction, productivity, quality and reliability improvements, and manufacturing processes. Buyer shall provide Seller with reasonable assistance in the selection right of raw materials, components and manufacturing processes. Any cost savings which are achieved by Seller as a result of implementing cost reductions proposed by Buyer shall reduce the purchase price of the Products by an amount up to ***** (f) Seller and Buyer shall cooperate in identifying selected components used in the Products for potential cost reductions. Information to be shared will include the manufacturer's or supplier's part number and, when possible, the purchase priceset-off. If Buyer is able Purchaser fails to obtain make any payment as required, including Fees, Xxxxxxxxx agrees to indemnify ITW for Seller a supply of any components utilized all associated costs and expenses incurred by Seller in the Products of comparable quality for a lower price than the price then being paid by Seller for such componentITW, including reasonable attorneys’ fees and upon other terms acceptable to Seller (which terms shall be deemed acceptable if substantially similar to the terms provided by Seller's existing supplier of such components), the price of any Product in which such component is used shall be reduced by an amount up to the amount of the decrease in the price of the component to Seller, but only to the extent that there is no decrease in Seller's gross profit margin for such affected Productcourt costs.

Prices and Payment Terms. (a) All The indicated prices of the Products are FOB Seller's place exclusive of manufactureVAT and any other taxes due, which transport costs, the contribution for RF tuners is currently in Manilathe collection and recovery ofpackaging where due, The Philippines or such other location agreed to by both Seller and Buyer. Risk of loss and title shall pass to Buyer upon Buyer's receipt of conforming goods at Seller's place of manufacture. All prices are to be paid in U.S. dollars. At accordance with the xxxx Xxxxxx ships any Products under this Agreement it shall send to Buyer by overnight delivery service, telefax or electronic mail a notice of such shipmentspecific provisions set out in the sales invoice. (b) Seller's In the event of exceptional events involving significant changes in the cost of raw materials occurring between the time the Products are offered and thetime the products are delivered, the Seller reserves the right to promptly inform the Buyer of the new prices include packaging, and all sales, use and excise taxes levied upon, or measured by the sale, price or use of the Products prior to delivery adjusted according to the Buyerpercentage increase suffered by the same. Seller assumes sole responsibility In this case, the Buyer has the right to waive the order at least for payment of all such taxes with respect to its sale of the Products to Buyer. If Buyer is purchasing the Products for resale and claiming a tax exemption in connection therewith, Buyer shall furnish Seller with an applicable resale certificate. Buyer shall be responsible for all taxes part not included in the selling price and for all import duties in connection with the shipment of the Products purchased by Buyeryet produced. (c) Seller shallIf the Seller, subject has not been able to any relevant follow up the order for reasons of force majeure, may withdraw from the contract without obligation of confidentiality, provide to Buyer information and documentation reasonably requested by Buyer with respect to the cost of items of Inventory and Special Inventoryfor compensation.Buyer shall also review the test requirements for the Products. Seller shall provide reasonable assurances to Buyer that ***** (d) In the event of an unforeseen change in the circumstances that make the fulfillment of the obligations of the Seller shall maintainparticularly burdensome, for a period of not less than five (5) years after the date of sale, or for such longer period as required by applicable law, such records as ***** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. are necessary to permit each Product identified with a lot number by Seller and sold by Buyer to be traced by lot number and customer account. Buyer shall Sellershall have the right to audit such records periodicallypromptly inform the Buyer of the total or partial termination of the contract, either by itself or through a designated agent acceptable without being obliged to Buyer, during normal business hours following at least seventy-two (72) hours advance notification, to verify compliance with this Section.pay any compensation (e) The Parties agree In addition to cooperate in good faith the other remedies permitted by the applicable law or these General Conditions of Sale, the Seller reserves the right to implement a product cost reduction program involving new technologiesapply default interest on late payments from the date on which the right to payment is accrued, component cost reduction, productivity, quality and reliability improvements, and manufacturing processes. Buyer shall provide Seller with reasonable assistance in calculated at the selection of raw materials, components and manufacturing processes. Any cost savings which are achieved by Seller as a result of implementing cost reductions proposed by Buyer shall reduce the purchase price official reference rate of the Products European Central Bank increased by an amount up to *****8 (eight) points. (f) Seller If the Buyer does not make payment within the terms and Buyer shall cooperate in identifying selected components used in the Products for potential cost reductions. Information to be shared will include manner indicated by the manufacturer's Seller or supplier's part number andif the activity of the Buyer is conducted not inaccordance with the ordinary course of business, when possiblewith this being understood, without any limitation, the purchase price. If Buyer is able to obtain for Seller a supply issue of any components utilized by Seller in the Products of comparable quality for a lower price than the price then being paid by Seller for such componentseizure or protest, and upon other terms acceptable to Seller (which terms shall be deemed acceptable if substantially similar to the terms provided by Seller's existing supplier of such components)or when payments havebeen delayed or bankruptcy proceedings have been requested or initiated, the price of Seller shall have the right, at its discretion, to suspend or cancel further deliveries and to declare any Product claim arising from the business relationship as immediately due. In addition, the Seller may in which such component cases request advance payments or a deposit to guarantee the Buyer's compliance. (g) The Purchaser is used shall be reduced by an amount up not entitled to make any compensation, deduction, discount, or reduction unless its request to this effect has been agreed in writingwith the amount of the decrease in the price of the component to Seller, but only to the extent that there is no decrease in Seller's gross profit margin for such affected Product.

Prices and Payment Terms. (a) All prices are FOB Seller's place of manufacture, which for RF tuners 3.1 Pricing is currently in Manila, The Philippines or such other location firm and is not subject to change unless otherwise agreed to in writing by both Seller and BuyerDAC. Risk of loss and title shall pass to Buyer upon Buyer's receipt of conforming goods at Seller's place of manufacture. All prices are to be paid in U.S. dollars. At the xxxx Xxxxxx ships any Products under this Agreement it shall send to Buyer Any general price reduction made by overnight delivery service, telefax or electronic mail a notice of such shipment. (b) Seller's prices include packaging, and all sales, use and excise taxes levied upon, or measured by the sale, price or use of the Products prior to delivery to the Buyer. Seller assumes sole responsibility for payment of all such taxes Supplier with respect to its sale any Product ordered, subsequent to the placement of this Agreement by DAC, and prior to DAC’s receipt of the Products Product, will apply to Buyerthis Agreement. If Buyer is Supplier represents that the prices charged to DAC are the best or lowest prices charged by Supplier to buyers purchasing the Products for resale comparable quantities and claiming a tax exemption in connection therewith, Buyer shall furnish Seller with an applicable resale certificate. Buyer shall be responsible for all taxes not included in the selling price and for all import duties in connection with the shipment of the Products purchased by Buyersimilar delivery conditions. (c) Seller shall3.2 Unless otherwise agreed in writing, subject to any relevant obligation prices for Products include all applicable federal, state, provincial, and local taxes, import duties, and packaging and/or shipping fees. 3.3 DAC may notify Supplier of confidentiality, provide to Buyer information and documentation reasonably requested by Buyer with respect changes to the cost of items of Inventory drawings, specifications, quantity, delivery or other requirements (such notice, a “Change Notice”), however the time for performance and Special Inventory.Buyer shall also review the test requirements for the Products. Seller shall provide reasonable assurances to Buyer that ***** (d) Seller shall maintain, for a period of price will not less than change unless Supplier notifies DAC within five (5) years after days of DAC’s providing a Change Notice that such changes will require a price change and Supplier provides supporting documentation reasonably setting forth the date basis for any such price change, in which case the parties will negotiate an equitable adjustment regarding the time for performance and/or price. The terms of salethis Agreement, including without limitation, the nature, type or quality of any services, raw materials or goods used by Supplier or its suppliers, may not be changed without the prior written approval of DAC.‌ 3.4 Unless otherwise agreed to in writing by DAC, payment terms are net sixty (60) days. All invoices and/or advance shipping notices must reference the purchase order number, amendment or release number, and as applicable DAC’s part / SKU number, Supplier’s part number, quantity in units or Units of Measurement shipped and number of cartons or containers, Supplier’s name and contact information, and xxxx of lading number, for such longer period as required by applicable law, such records as ***** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. are necessary to permit each Product identified with a lot number by Seller and sold by Buyer payment to be traced by lot number and customer account. Buyer shall have made.‌ 3.5 DAC retains the right of setoff. DAC may withhold payment of any amounts due and payable by reason of any set-off, any claim or dispute with Supplier, whether relating to audit such records periodicallySupplier’s breach, either by itself bankruptcy or through a designated agent acceptable to Buyer, during normal business hours following at least seventy-two (72) hours advance notification, to verify compliance with this Sectionotherwise. (e) The Parties agree 3.6 Any estimates, forecasts or projections of future quantity requirements for Products by DAC are provided for informational purposes only and are subject to cooperate in good faith to implement a product cost reduction program involving new technologies, component cost reduction, productivity, quality change and reliability improvements, and manufacturing processes. Buyer shall provide Seller with reasonable assistance in the selection of raw materials, components and manufacturing processes. Any cost savings which are achieved do not constitute an offer or obligation by Seller as a result of implementing cost reductions proposed by Buyer shall reduce the purchase price or of the Products by an amount up DAC to ***** (f) Seller and Buyer shall cooperate in identifying selected components used in the Products for potential cost reductions. Information to be shared will include the manufacturer's or supplier's part number and, when possible, the purchase priceProducts. If Buyer quantities and delivery schedules are not specified in this Agreement, they will be as reasonably determined by DAC and stated in releases or schedules issued to Supplier periodically. If Supplier is able to obtain for Seller under a vendor managed inventory system, Supplier will at all times maintain DAC’s supply of any components utilized by Seller in at the Products of comparable quality for a lower price than the price then being paid by Seller for such component, and upon other terms acceptable to Seller (which terms shall be deemed acceptable if substantially similar to the terms provided by Seller's existing supplier of such components), the price of any Product in which such component is used shall be reduced by an amount up to the amount of the decrease in the price of the component to Seller, but only to the extent that there is no decrease in Seller's gross profit margin for such affected Product.agreed levels.‌‌‌‌

Prices and Payment Terms. (a) All prices are FOB Seller's place of manufacture9.1 The price for Products and Services is stated in the Purchase Agreement and if not, which in the Purchase Order and shall apply until the Parties agree on a new price in writing. Unless otherwise agreed in writing, the price stated for RF tuners is currently in Manila, The Philippines or such other location agreed to by both Seller and Buyer. Risk of loss and title shall pass to Buyer upon Buyer's receipt of conforming goods at Seller's place of manufacture. All prices are to be paid in U.S. dollars. At the xxxx Xxxxxx ships any Products under this Agreement it and Services shall send to Buyer by overnight delivery servicebe a fixed price, telefax or electronic mail a notice of such shipment. (b) Seller's prices include packaging, and all sales, use and excise taxes levied upon, or measured by the sale, price or use of the Products prior to delivery to the Buyer. Seller assumes sole responsibility for payment inclusive of all such duties, levies, fees and taxes with respect to its sale of the Products to Buyer. If Buyer is purchasing the Products for resale and claiming a tax exemption in connection therewith, Buyer shall furnish Seller with an applicable resale certificate. Buyer shall be responsible for all taxes not included in the selling price and for all import duties in connection with the shipment country of the Products purchased by Buyer. (c) Seller shall, subject to any relevant obligation origin of confidentiality, provide to Buyer information and documentation reasonably requested by Buyer with respect to the cost of items of Inventory and Special Inventory.Buyer shall also review the test requirements for the Products. Seller Unless otherwise agreed upon by the Parties (e.g. by means of a purchase order and order confirmation), Prices for the Products and Services shall be in EUR. 9.2 The Supplier shall during the term of the Purchase Agreement provide reasonable assurances Fortaco with Products Services that are competitive in terms of price, quality, delivery and technical function. If Fortaco considers that the Supplier’s delivery of one or more Products and / or Services is no longer competitive in relation to Buyer that ***** (d) Seller shall maintainprice, for a period of not less than five (5) years after quality, delivery and/or technical function even though the date of sale, delivered Products and / or for such longer period as required by applicable law, such records as ***** Certain information on this page has been omitted and filed separately Services are in accordance with the Securities terms of the Purchase Agreement, Fortaco shall supply the Supplier with information supporting its belief. The Supplier and Exchange CommissionFortaco shall in good faith discuss how to make the Products and / or Services more competitive. Confidential treatment has been requested with respect If the Parties are unable to the omitted portions. are necessary to permit each Product identified with arrive at a lot number by Seller and sold by Buyer to be traced by lot number and customer account. Buyer mutually acceptable solution within thirty (30) days after Fortaco’s notification, then Fortaco shall always have the right to audit such records periodically, either terminate the Purchase Agreement for the non-competitive Products and / or Services by itself or through a designated agent acceptable to Buyer, during normal business hours following at least seventy-two (72) hours advance notification, to verify compliance with this Sectiongiving the Supplier thirty days’ notice. 9.3 The Supplier undertakes to supply a complete cost breakdown (eincluding but not limited to labour, material and amortization) The Parties agree to cooperate in good faith to implement a product cost reduction program involving new technologies, component cost reduction, productivity, quality and reliability improvements, and manufacturing processes. Buyer shall provide Seller with reasonable assistance in the selection of raw materials, components and manufacturing processes. Any cost savings which are achieved by Seller as a result of implementing cost reductions proposed by Buyer shall reduce the purchase price of the Products by an amount up to ***** (f) Seller and Buyer shall cooperate in identifying selected components used in the Products for potential cost reductions. Information to be shared will include the manufacturer's or supplier's part number and, when possible, the purchase price. If Buyer is able to obtain for Seller a supply of any components utilized by Seller in the Products of comparable quality for a lower price than the price then being paid by Seller for such component, and upon other terms acceptable to Seller (which terms shall be deemed acceptable if substantially similar to the terms provided by Seller's existing supplier of such components), the price of all the basic components of any Product in which such component is used as well as Services. 9.4 All invoices shall be reduced correctly addressed, without being marked for the attention of any individual, and include all other information that is required by an amount up Fortaco. Unless agreed otherwise in writing, Fortaco shall pay invoices to the amount bank account of the decrease same Supplier unit which has supplied the corresponding Scope of Supply to Fortaco. 9.5 Unless otherwise is prescribed in mandatory legislation in relevant jurisdiction, payment shall be made within 90 days from the date when the invoice was received by Fortaco or the Scope of Supply was fully delivered, whichever is later, provided always that Fortaco has received the respective Scope of Supply in the price agreed amounts, completeness, quality, condition and the respective Services have been provided according to the agreed service levels or otherwise duly acceptable to Fortaco. 9.6 Remittance of payment shall not imply any acceptance of the component delivery or of the invoiced amount. 9.7 The Supplier and Fortaco will jointly pursue cost reduction opportunities for the duration of the Purchase Agreement and will reflect the achievements of such opportunities in price reductions to Seller, but only to the extent that there is no decrease in Seller's gross profit margin for such affected ProductFortaco.

Prices and Payment Terms. 4.1. FNA maintains a price list for Products (a) All prices are FOB Seller's place of manufacturethe “Price List”). The Price List is merely indicative, which for RF tuners is currently in Manila, The Philippines or such other location agreed to by both Seller and Buyer. Risk of loss and title shall pass to Buyer upon Buyer's receipt of conforming goods at Seller's place of manufacture. All prices are to be paid in U.S. dollars. At the xxxx Xxxxxx ships any Products under this Agreement it shall send to Buyer by overnight delivery service, telefax or electronic mail a notice of such shipment. (b) Seller's prices include packagingdoes not constitute an offer, and all sales, use and excise taxes levied upon, or measured shall not be construed to bind FNA in any way whatsoever. The Price List can be modified by the sale, price or use of the Products prior to delivery to the Buyer. Seller assumes sole responsibility for payment of all such taxes with respect to its sale of the Products to BuyerFNA at any time without notice. If Buyer is purchasing places and order for Products and the Products for resale and claiming a tax exemption in connection therewith, Buyer shall furnish price charged by Seller with an applicable resale certificate. Buyer shall be responsible for all taxes not included in the selling Order Confirmation is more than ten percent (10%) higher than the price and for all import duties in connection with listed on the shipment of the Products purchased by Buyer. (c) Seller shallPrice List, subject to any relevant obligation of confidentiality, provide to Buyer information and documentation reasonably requested by Buyer with respect to the cost of items of Inventory and Special Inventory.Buyer shall also review the test requirements for the Products. Seller shall provide reasonable assurances to Buyer that ***** (d) Seller shall maintain, for a period of not less than five (5) years after the date of sale, or for such longer period as required by applicable law, such records as ***** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. are necessary to permit each Product identified with a lot number by Seller and sold by Buyer to be traced by lot number and customer account. Buyer shall have the right to audit cancel its order, in writing, within seven (7) days of receipt of the Order Confirmation. 4.2. The Price List does not include any sales tax that may apply to the sale of the Products. Buyer bears all responsibility for such records periodicallytaxes. 4.3. Prices for Products listed in the Price List are intended per unit, either with standard packaging exclusive of charges for special packaging, customization, or processing requested or required by itself Buyer. For customized or through a designated agent acceptable made-to- order custom Products, FNA will inform Buyer of the price prior to Buyer, during normal business hours following at least seventy-two (72) hours advance notification, to verify issuing an Order Confirmation. 4.4. All payments shall be made in compliance with this Sectionthe payment terms set forth in the Order Confirmation. FNA reserves the right to modify its payment terms at any time for new orders. (e) The Parties agree 4.5. If Buyer fails to cooperate in good faith pay any amount owed to implement a product cost reduction program involving new technologiesFNA, component cost reduction, productivity, quality FNA shall be entitled to suspend production and reliability improvements, and manufacturing processesdelivery of all of Buyer’s orders until Buyer has paid all amounts owed to FNA. Buyer shall provide Seller with reasonable assistance have no claim against FNA arising out of or relating to such suspension, even in the selection of raw materials, components event that Buyer makes payment in full and manufacturing processesFNA resumes production and delivery. 4.6. Any cost savings which are achieved by Seller All payments shall be made to FNA at its address or to such persons at such places as a result of implementing cost reductions proposed by Buyer shall reduce the purchase price of the Products by an amount up to ***** (f) Seller and Buyer shall cooperate in identifying selected components used set forth in the Products for potential cost reductions. Information to be shared will include the manufacturer's or supplier's part number and, when possible, the purchase priceOrder Confirmation. If Buyer is able unaware or unsure of where payment is to obtain for Seller a supply be sent, Buyer shall contact FNA to request such information. 4.7. No debit notes, set-offs, deductions, discounts, rebates or credits of any components utilized kind are authorized, unless otherwise agreed to in writing by Seller in the Products of comparable quality for a lower price than the price then being paid by Seller for such componentFNA. 4.8. If FNA extends credit to Buyer, and upon other terms acceptable to Seller (which terms shall be deemed acceptable if substantially similar to Buyer exceeds the terms provided by Seller's existing supplier limit of such components)credit, FNA reserves the price of any Product in which such component is used shall be reduced by an amount up absolute right to the amount of the decrease in the price of the component to Seller, but only suspend all orders to the extent they exceed such credit limit. 4.9. In the event that there is no decrease Buyer fails to make payment in Seller's gross profit margin full by the payment date stated in an invoice from FNA, such failure will constitute a material breach of contract by Buyer permitting FNA to suspend, or condition on advance payment, production, shipment, or delivery of any and all Products to Buyer, without notice, even if an Order Confirmation has been issued for such affected ProductProducts. Buyer shall pay to Seller interest on any unpaid amount at the maximum rate permitted by law, or at two percent (2%) per month, whichever is less, calculated daily and compounded monthly. Buyer shall reimburse FNA for all costs incurred in collecting any late payments, including, without limitation, attorneys' fees. 4.10. Buyer acknowledges that FNA may suspend production, shipment, or delivery of any and all Products to Buyer, without notice, in the event that Buyer has become the debtor in a bankruptcy case, becomes insolvent, or experiences a deterioration in its financial position, as determined by FNA in its sole discretion.

Prices and Payment Terms. (a) All prices are FOB Seller's place The Supply Prices for the supply of manufacture, which for RF tuners is currently in Manila, The Philippines or such other location agreed to by both Seller and Buyer. Risk of loss and title shall pass to Buyer upon Buyer's receipt of conforming goods at Seller's place of manufacture. All prices are to be paid in U.S. dollars. At the xxxx Xxxxxx ships any Products under this Agreement it shall send to Buyer by overnight delivery service, telefax or electronic mail a notice of such shipment. (b) Seller's prices include packaging, and all sales, use and excise taxes levied upon, or measured API by the sale, price or use of the Products prior to delivery Licensor to the BuyerLicensee are set forth in Exhibit A hereto. Seller assumes sole responsibility The Licensor shall invoice the Licensee for payment of all such taxes with respect to its sale of the Products to Buyer. If Buyer is purchasing the Products for resale and claiming a tax exemption in connection therewith, Buyer shall furnish Seller with an applicable resale certificate. Buyer shall be responsible for all taxes not included in the selling price and for all import duties in connection with the shipment of the Products purchased by Buyer. (c) Seller shall, subject to any relevant obligation of confidentiality, provide to Buyer information and documentation reasonably requested by Buyer with respect to the cost of items of Inventory and Special Inventory.Buyer shall also review the test requirements for the Products. Seller shall provide reasonable assurances to Buyer that ***** (d) Seller shall maintain, for a period of not less than five (5) years after an Order at the date of saledeliveryacceptance of the respective shipment by the Licensee. Price and payment terms and conditions for the API during the term of the Agreement are stated in Exhibit A and, or shall remain unchanged for such longer period as required by applicable lawthe durationTerm of the Agreement. The term of payment shall be , such records as ***** Certain information on this page has been omitted and filed separately with independently from any Non Compliance, thirty (30) days from the Securities and Exchange Commission. Confidential treatment has been requested with respect date of invoice to the omitted portionsLicensee, which shall be issued upon delivery of the API by Licensor, according to CIF Port of Busan (INCOTERMS 2010), unless otherwise agreed by both Parties in writing. are necessary to permit each Product identified with a lot number by Seller Both Parties acknowledge and sold by Buyer to be traced by lot number and customer account. Buyer shall have the right to audit such records periodically, either by itself or through a designated agent acceptable to Buyer, during normal business hours following at least seventy-two (72) hours advance notification, to verify compliance with this Section. (e) The Parties agree to cooperate in good faith to implement a product cost reduction program involving new technologies, component cost reduction, productivity, quality and reliability improvements, and manufacturing processes. Buyer shall provide Seller with reasonable assistance that in the selection of raw materials, components and manufacturing processes. Any cost savings which are achieved by Seller event that the Supply Price would increase as a result of implementing cost reductions proposed by Buyer shall reduce the purchase price of the Products by an amount up to ***** (f) Seller and Buyer shall cooperate in identifying selected components used increase in the Products for potential cost reductions. Information to be shared will include the manufacturer's or supplier's part number and, when possible, the purchase price. If Buyer is able to obtain for Seller a supply of any components utilized by Seller in the Products of comparable quality for a lower price than the price then being paid by Seller for such component, and upon other terms acceptable to Seller Producer’s manufacturing costs (which terms shall will be deemed acceptable if substantially similar to the terms provided notified by Seller's existing supplier of such componentsProducer), the price Licensor may notify the Licensee and request an increase in the Supply Price and the Supply Price may be adjusted by mutual agreement of any Product the Parties. For the avoidance of doubt, the increase in which such component is used shall be reduced by an amount up the Licensor’s manufacturing costs in relation to the amount Supply Price will only include the direct cost of raw materials and/or labor required for the manufacture of the decrease in API for the price Territory, provided that solid evidence will be raiseddelivered to the Licensee about such increase of the component Supply Price. Unless otherwise agreed between two Parties from case to Sellercase, but only the Licensee shall make payments to the extent account of the Licensor indicated on the invoice and within thirty (30) days from the date of invoice by wire transfer. In the event that there is no decrease any payment due under this Agreement remains unpaid, then the Licensee shall pay interest thereon at an annual rate (but with interest accruing on a daily basis) of 5%, such interest to run from the date on which payment of such sum became due until payment thereof in Seller's gross profit margin for full together with such affected Productinterest.

Prices and Payment Terms. Agreements with a delivery deadline of more than one (a1) All month are accepted subject to price increases which might be applied by PROVIDER’s partners, suppliers or subcontractors, or caused by circumstances outside PROVIDER’s control which would make the execution of the Agreement more costly for PROVIDER. Unless otherwise agreed in the Agreement, prices are FOB Seller's place of manufacture, which for RF tuners is currently in Manila, The Philippines or such other location agreed to by both Seller and Buyer. Risk of loss and title fees shall pass to Buyer upon Buyer's receipt of conforming goods at Seller's place of manufacture. All prices are to be paid in U.S. dollarsEUR (Euro) if PROVIDER is settled in Europe and in USD (US Dollar) if PROVIDER is settled in North, Central and South America. At Prices for Tangible Products are EXW (Ex Works – from the xxxx Xxxxxx ships PROVIDER’s address). Prices, license fees and/or Service fees exclude VAT, withholding taxes, sales taxes, use taxes, and any Products under other taxes, duties, fees, transport, bank charges, costs and fees, and costs in general which are not specifically detailed in the Agreement. These costs shall be borne solely by CUSTOMER. Unless otherwise agreed in the Agreement, all payments must be made into PROVIDER’s account within eight (8) days following the invoice’s date, by bank transfer into the account number indicated on the invoice and must be made before delivery or service performance by PROVIDER. Any queries relating to invoices must be sent, with justification, by registered post, or other verifiable delivery means which has been duly acknowledged as received by PROVIDER within eight (8) calendar days of the relevant invoice date. After this Agreement time, queries will not be accepted and the invoice will be deemed to have been accepted. In the event that CUSTOMER refuses or delays accepting or receiving the Tangible Products, Services and/or Licensed Software Product, it shall send to Buyer make the payment(s) in accordance with the terms and conditions initially agreed by overnight delivery service, telefax or electronic mail a notice of such shipment. (b) Seller's prices include packagingthe parties, and reimburse to PROVIDER all sales, use and excise taxes levied uponcosts caused by the refusal or delay caused by CUSTOMER. The Tangible Products may be shipped in a single lot, or measured by in several lots, with the sale, price or use agreement of the Products prior to delivery to the Buyer. Seller assumes sole responsibility for payment of all CUSTOMER and each such taxes with respect to its sale of the Products to Buyershipment shall be invoiced separately. If Buyer is purchasing CUSTOMER does not pay the Products for resale invoices within the given deadline, a standard late payment interest will be applied as of right and claiming without formal notice at a tax exemption in connection therewithrate of 1.5% per month, Buyer shall furnish Seller with an applicable resale certificate. Buyer shall be responsible for all taxes not included in the selling price and for all import duties in connection with the shipment of the Products purchased by Buyer. (c) Seller shall, subject to any relevant obligation of confidentiality, provide to Buyer information and documentation reasonably requested by Buyer with respect to the cost of items of Inventory and Special Inventory.Buyer shall also review the test requirements for the Products. Seller shall provide reasonable assurances to Buyer that ***** (d) Seller shall maintain, for a period of not less than five (5) years after the date of sale, or for such longer period as required by applicable law, such records as ***** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. are necessary to permit each Product identified with a lot number supplement of EUR/USD 150 to cover administrative and management costs. For the purposes of interest, any month begun will be considered a full month. Administrative and legal charges incurred for collection will be borne in full by Seller and sold CUSTOMER. If a single payment is not made by Buyer to be traced by lot number and customer account. Buyer shall have its due date, PROVIDER reserves the right to audit such records periodically, either by itself or through a designated agent acceptable to Buyer, during normal business hours following at least seventy-two (72) hours advance notificationsuspend its own obligations, to verify compliance with withhold the delivery of License Keys and even to terminate the Agreement and keep any part-payments already made by CUSTOMER to PROVIDER (payments are not refundable). In this Sectionevent, CUSTOMER will owe the entire outstanding balance as soon as CUSTOMER receives written notice from PROVIDER that its payment is due. CUSTOMER may not offset any amounts CUSTOMER believes PROVIDER owes it against any payments CUSTOMER makes to PROVIDER under the Agreement. (e) The Parties agree to cooperate in good faith to implement a product cost reduction program involving new technologies, component cost reduction, productivity, quality and reliability improvements, and manufacturing processes. Buyer shall provide Seller with reasonable assistance in the selection of raw materials, components and manufacturing processes. Any cost savings which are achieved by Seller as a result of implementing cost reductions proposed by Buyer shall reduce the purchase price of the Products by an amount up to ***** (f) Seller and Buyer shall cooperate in identifying selected components used in the Products for potential cost reductions. Information to be shared will include the manufacturer's or supplier's part number and, when possible, the purchase price. If Buyer is able to obtain for Seller a supply of any components utilized by Seller in the Products of comparable quality for a lower price than the price then being paid by Seller for such component, and upon other terms acceptable to Seller (which terms shall be deemed acceptable if substantially similar to the terms provided by Seller's existing supplier of such components), the price of any Product in which such component is used shall be reduced by an amount up to the amount of the decrease in the price of the component to Seller, but only to the extent that there is no decrease in Seller's gross profit margin for such affected Product.

Prices and Payment Terms. (a) All 3.1 The Buyer’s attention is drawn particularly to the fact that the prices are FOB Seller's place of manufacture, which for RF tuners is currently in Manila, The Philippines or such other location agreed to by both Seller and Buyer. Risk of loss and title shall pass to Buyer upon Buyer's receipt of conforming goods at Seller's place of manufacture. All prices are to be paid in U.S. dollars. At the xxxx Xxxxxx ships any Products under this Agreement it shall send to Buyer by overnight delivery service, telefax or electronic mail a notice of such shipment. (b) Seller's prices include packaging, and all sales, use and excise taxes levied upon, or measured indicated by the saleSeller are without commitment, unless they have been marked as binding. In case of changes in market conditions, such as changes in exchange rates, energy and labour costs and raw material prices, including but not limited to steel, brass, rubber, copper, magnetics and aluminium, prices may be subject to a price increase or use surcharge prior to delivery of the Products and/or Services. The Buyer shall be notified in writing prior to delivery the change. Unless the Seller has notified anything contrary to the Buyer, the prices are exclusive of packaging, postal charges, freight, shipping and handling expenses, insurance, customs duties, VAT, charges, tariffs or levies and any related interest, penalty, fine or other amount which will be payable by the Buyer in addition to the prices in respect of Goods or Services, as the case may be, and which shall be shown as a separate line item on the invoice or invoiced separately. Seller assumes sole responsibility for payment The prices are indicated in Swiss Francs. The rate of VAT valid at the time shall be shown separately in the invoice. 3.2 Unless otherwise agreed upon between the parties in writing, all such taxes with respect to its sale invoices of the Products Seller shall be paid within 30 (thirty) days after the invoice date purely net without any discount 3.3 Notwithstanding any contrary provisions of the Buyer, the Seller is entitled to set off payments first with the Buyer’s older debts. If Buyer costs and interest have already occurred, the Seller is purchasing entitled to set off the Products for resale and claiming a tax exemption in connection therewith, Buyer shall furnish Seller with an applicable resale certificate. Buyer shall be responsible for all taxes not included in the selling price and for all import duties in connection payment first with the shipment of costs, then with the Products purchased by Buyerinterest and last with the principal service. (c) 3.4 Payment is considered as effected at the time when the Seller shall, subject to any relevant obligation of confidentiality, provide to Buyer information and documentation reasonably requested by Buyer with respect to the cost of items of Inventory and Special Inventory.Buyer shall also review the test requirements for the Products. Seller shall provide reasonable assurances to Buyer that ***** (d) Seller shall maintain, for a period of not less than five (5) years after the date of sale, or for such longer period as required by applicable law, such records as ***** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. are necessary to permit each Product identified with a lot number by Seller and sold by Buyer to be traced by lot number and customer account. Buyer shall have the right to audit such records periodically, either by itself or through a designated agent acceptable to Buyer, during normal business hours following at least seventy-two (72) hours advance notification, to verify compliance with this Section. (e) The Parties agree to cooperate in good faith to implement a product cost reduction program involving new technologies, component cost reduction, productivity, quality and reliability improvements, and manufacturing processes. Buyer shall provide Seller with reasonable assistance in the selection of raw materials, components and manufacturing processes. Any cost savings which are achieved by Seller as a result of implementing cost reductions proposed by Buyer shall reduce the purchase price of the Products by an amount up to ***** (f) Seller and Buyer shall cooperate in identifying selected components used in the Products for potential cost reductions. Information to be shared will include the manufacturer's or supplier's part number and, when possible, the purchase price. If Buyer is able to obtain for Seller a supply dispose of any components utilized by Seller the amount. 3.5 If the Buyer does not meet the payment deadline, it shall be in the Products of comparable quality for a lower price than the price then being paid by Seller for such componentdefault without further notification, and upon the Seller is entitled to claim default interest of 5% (five percent). If the Seller becomes aware of other terms acceptable to Seller (which terms shall be deemed acceptable if substantially similar to circumstances challenging the terms provided by Seller's existing supplier of such components)Buyer’s creditworthiness, the price of any Product in which such component Seller is used shall be reduced by an amount up entitled to the amount demand payment of the decrease in the price entire remainder of the component to Seller, but only to debt or claim the extent that there is no decrease in Seller's gross profit margin for such affected Productprovision of other securities.