GENERAL CONDITIONS OF SALE - UMS SAS

[ENGLISH VERSION]

CONDITIONS GENERALES DE VENTE - UMS SAS

[VERSION ANGLAISE]

General Conditions of Sale - UMS SAS Page | 2 on 4

Conditions Générales de Vente - UMS SAS

Version 2016 – 01

1. Applicability - Scope

1.1. These General Conditions of Sale (herein-

after referred to as “GCS”) shall apply to all

sales of product(s) and/or services (“Prod-

uct(s)" and “Service(s)” as further defined

below) provided by United Monolithic

Semiconductors S.A.S. ("UMS") and shall

prevail over any other general terms and

conditions of sale or purchase.

Any amendment or supplement to these

GCS shall be expressly agreed upon in

writing between UMS and the buyer

(“Buyer") in their orders (as defined be-

low). By sending an order to UMS, Buyer is

deemed to have accepted the entirety of

these GCS. Unless otherwise stated, in-

formation contained in the commercial

documents issued by UMS that may be

modified without prior notice by UMS in or-

der to take into account technical devel-

opments and/or economic conditions.

1.2. UMS offers a wide range of Products and

Services which might be customized upon

Buyer’s technical needs:

- Standard Product(s) such as wafers and

dies described in the UMS catalog, includ-

ing specific sorting of products based on

Buyer’s Statement of Works (“SOW”);

- Non-Standard Product(s) wholly or partly

developed by UMS on the basis of Buyer’s

technical specifications (“Specifications”)

which describe all specific characteristics,

functional and/or technical requirements of

the Product;

- Foundry Product(s) as further defined in

article 14 below;

- Services delivered by UMS are standard

or specific Services such as foundry ser-

vices that imply special work including de-

sign development, customized packaging

etc.

2. Enforcement of orders

2.1. Acceptance of Orders by UMS

UMS is only bound by the terms expressly

written in its quotation/offer or in UMS ac-

knowledgement of order. UMS quota-

tion/offer shall be binding for the period of

time as indicated in the quotation/offer. If

there is no such period of time, UMS, at its

sole option, will be entitled to withdraw its

quotation/offer at any time by written notice

thereof addressed to Buyer. UMS and

Buyer shall be bound by an enforceable

agreement (hereinafter referred to as “Or-

der”) only after written acceptance of

Buyer's order by UMS in the form of an ac-

knowledgement of order whatever forms it

may take.

2.2 Rescheduling – Suspension - Cancella-

tion of Firm Orders

Principle. In case Buyer decides to cancel

an Order or part of an Order for any rea-

son, UMS may recover all costs and ex-

penses incurred by UMS with respect to

such termination including but not limited

to direct material and production costs,

remaining stocks, financial consequences

due to subcontractor cancellation (herein-

after referred to as “Costs”) up to the Order

price. Any partial payment(s) already remit-

ted are to be set off against such Costs

once defined and notified to Buyer. All

such Costs shall be reimbursed by Buyer

upon thirty (30) days as from the date of

UMS invoicing.

If orders are not duly issued and/or re-

ceived by UMS despite the start of Ser-

vices upon customer’s request, and unless

otherwise agreed by the Parties, such Ser-

vices shall be deemed to create a binding

Order subject to the latest UMS quotation.

Suspension. Except for Excusable Delay,

in case Buyer decides to suspend work or

part of the work related to Specific and/or

Standard Services for a period exceeding

sixty (60) days, then, at the end of this

suspension period, Buyer will either cancel

the Order, in whole or in part, or restart

work upon the receipt of Buyer’s new order

or written instruction. Whenever an Order

for Services is cancelled, UMS would re-

sume work in accordance with the related

Order as soon as practicable. UMS may

recover all Costs incurred as a result of the

suspension and/or cancellation as de-

scribed hereof.

3. Prices

Unless otherwise agreed, prices are ex-

pressed in Euros and do not include trans-

portation, specific packaging, insurance or

any taxes. Buyer is solely liable for carry-

ing out all necessary customs formalities

and for paying all associated costs, taxes

and/or duties in connection with the Prod-

ucts.

4. Delivery - Transportation

4.1. Unless otherwise agreed by reference to

INCOTERMS, delivery shall be deemed to

be made EX-Works Villebon s/ Yvette

(France) INCOTERMS, ICC 2010, publica-

tion n°715 - excluding all taxes, excise,

customs fees. Freight forwarder shall be

appointed by Buyer, or in the absence of

such appointment, by UMS on behalf and

in the name of Buyer.

Transportation of Products shall be at

Buyer's sole risks. Buyer shall therefore

check the delivered Products upon arrival

and, if necessary, notify any damage to the

carriers. On receipt of special instructions

from Buyer, shipments may be insured by

UMS; additional insurance costs shall be

correspondingly invoiced to Buyer.

4.2. The delivery time given by UMS shall take

effect as from the date of the acknowl-

edgement of order as defined in paragraph

2.1. If the performance of Order is subject

to prior suspensive condition(s) (advance

or down-payment, supply or any kind of

approval by Buyer, granting of ex-

port/import licence, letter of credit etc...),

the delivery time shall start as from the

date on which these conditions are fulfilled.

4.3. The delivery time quoted or acknowledged

by UMS are estimates only. Failure to de-

liver within the indicated schedule shall not

entail compensation for Buyer including

penalties and/or cancellation of Order.

5. Excusable delay

For the purpose of these GCS, "Excusable

Delay" shall mean any event, foreseeable

or not, for which effects could not be rea-

sonably prevented by UMS and are of

such a nature that it prevents UMS from

carrying out its obligations. Excusable De-

lay shall include any delay arising out of or

in connection with any event of Force Ma-

jeure or other cause beyond the reason-

able control of UMS, such as, but not lim-

ited to, Act of God, fire, flood, stoppage or

delay of transportation, failure of suppliers

or subcontractors strikes of any nature,

machine breaking, major accident in

UMS's plant, insurrection, riot or civil com-

motion, war, whether declared or not,

modification of or new legislation, order or

regulation, any act of or failure to act of

any governmental authority, cancellation or

non-renewal of any licence or authorization

by any Governmental authorities.

Buyer shall not be entitled to claim any

compensation from UMS as a result of

such Excusable Delays and UMS shall be

entitled to suspend and/or terminate any

Order or part of an Order affected by Ex-

cusable Delay at any time with no further

liability.

6. Acceptance – Conformity of

products

6.1. Acceptance of Standard Products / Ser-

vices

The characteristics of Standard Prod-

ucts/Services shall be as listed in the UMS

catalog (updated from time to time) or as

defined in the UMS' latest published speci-

fications. Standard Services shall not be

subject to any specific acceptance proce-

dure. Upon completion of the relevant Ser-

vices, UMS and Buyer will sign a certificate

of completion.

6.2. Acceptance of Non-Standard Products

and Specific Services

Non-Standard Products are specially de-

signed by UMS upon Buyer’s Specifica-

tions and/or SOW. These documents shall

be reviewed and approved in writing by

UMS through a compliance matrix (hereaf-

ter “Compliance Matrix”) or otherwise, as

the Parties may agree upon in writing.

Buyer shall be liable for errors, omissions

and lack of correctness or/and accuracy of

all transmitted data. The Compliance Ma-

trix will state in how far UMS can be par-

tially, totally or not compliant with the Buy-

er’s Specifications/SOW including infor-

mation on deviation and documents format

to be taken into account in the course of

design and support phases for Non-

Standard and/or Specific Services.

6.3. Acceptance tests

In case Buyer requires a Certificate of

Conformity from UMS, this certificate (if

necessary) shall be issued in accordance

with the model currently used by the Qual-

ity-Assurance Department of UMS.

All Products are submitted to trials and

tests in UMS’ plants only. If Buyer requests

the Products to be tested in its presence,

the corresponding costs shall be borne by

Buyer.

Non-Standard Products having undergone

acceptance in UMS' factory or having sat-

isfied the rules of the relevant Quality As-

surance Procedure (the French C.C.Q.

system or the European C.E.C.C. system

as the case may be) and which, as a con-

sequence, are deemed to comply to rele-

vant Specifications.

7. Conditions of payment

Upon deliveries and unless otherwise

agreed upon by Parties, payment shall be

made to UMS within thirty (30) days from